<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER 33-42194
POOL COMPANY 401(K) SAVINGS PLAN
(FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW)
POOL ENERGY SERVICES CO.
10375 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICES)
<PAGE> 2
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Pool Company 401(k) Savings Plan:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of the Pool Company 401(k) Savings Plan (the
"Plan") as of December 31, 1996 and 1995, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment as of December 31, 1996, (2) reportable transactions
for the year ended December 31, 1996 and (3) loans or fixed income obligations
for the year ended December 31, 1996 are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1996 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Houston, Texas
May 7, 1997
- 2 -
<PAGE> 3
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 667 $ 266 $ 550 $ 351 $ 610
Employee contributions 22,819 5,716 23,850 11,652 22,969
---------- -------- ---------- ---------- ----------
Total 23,486 5,982 24,400 12,003 23,579
---------- -------- ---------- ---------- ----------
Investments (at fair value):
T. Rowe Price mutual funds 4,624,066 911,150 5,075,375 2,313,762 4,085,982
Pool Energy Services Co. common stock
Participant loans
---------- -------- ---------- ---------- ----------
Total 4,624,066 911,150 5,075,375 2,313,762 4,085,982
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,647,552 $917,132 $5,099,775 $2,325,765 $4,109,561
========== ======== ========== ========== ==========
<CAPTION>
FUNDS
----------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 257 $ 2,701
Employee contributions 5,110 92,116
-------- ---------- -------- -----------
Total 5,367 94,817
-------- ---------- -------- -----------
Investments (at fair value):
T. Rowe Price mutual funds $626,457 17,636,792
Pool Energy Services Co. common stock 1,322,822 1,322,822
Participant loans $264,114 264,114
-------- ---------- -------- -----------
Total 626,457 1,322,822 264,114 19,223,728
-------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $626,457 $1,328,189 $264,114 $19,318,545
======== ========== ======== ===========
</TABLE>
See notes to financial statements.
- 3-
<PAGE> 4
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 1,309 $ 244 $ 577 $ 320 $ 559
Employee contributions 20,656 4,933 20,484 10,354 17,926
---------- -------- ---------- ---------- ----------
Total 21,965 5,177 21,061 10,674 18,485
---------- -------- ---------- ---------- ----------
Investments (at fair value):
T. Rowe Price mutual funds 4,688,799 962,952 3,612,862 1,840,558 2,853,293
Pool Energy Services Co. common stock
Participant loans
---------- -------- ---------- ---------- ----------
Total 4,688,799 962,952 3,612,862 1,840,558 2,853,293
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,710,764 $968,129 $3,633,923 $1,851,232 $2,871,778
========== ======== ========== ========== ==========
<CAPTION>
FUNDS
----------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 237 $ 3,246
Employee contributions 4,158 78,511
-------- ---------- -------- -----------
Total 4,395 81,757
-------- ---------- -------- -----------
Investments (at fair value):
T. Rowe Price mutual funds $865,370 14,823,834
Pool Energy Services Co. common stock 576,878 576,878
Participant loans $506,815 506,815
-------- ---------- -------- -----------
Total 865,370 576,878 506,815 15,907,527
-------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $865,370 $ 581,273 $506,815 $15,989,284
======== ========== ======== ===========
</TABLE>
See notes to financial statements.
- 4-
<PAGE> 5
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 71,411 $ 20,035 $ 63,138 $ 34,452 $ 60,207
Employee contributions 519,647 195,464 613,223 333,731 588,922
Dividends and interest 288,928 55,934 315,725 216,546 344,410
Net appreciation (depreciation) of
investments (Note 3) (38,238) 481,759 98,419 290,851
---------- -------- ---------- ---------- ----------
Total 879,986 233,195 1,473,845 683,148 1,284,390
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (672,664) (68,774) (316,032) (166,681) (306,671)
INTERFUND TRANSFERS (270,534) (215,418) 308,039 (41,934) 260,064
---------- -------- ---------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (63,212) (50,997) 1,465,852 474,533 1,237,783
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 4,710,764 968,129 3,633,923 1,851,232 2,871,778
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $4,647,552 $917,132 $5,099,775 $2,325,765 $4,109,561
========== ======== ========== ========== ==========
<CAPTION>
FUNDS
----------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 17,392 $ 266,635
Employee contributions 134,187 2,385,174
Dividends and interest $ 34,928 434 1,256,905
Net appreciation (depreciation) of
investments (Note 3) (3,159) 464,016 1,293,648
-------- ---------- -------- -----------
Total 31,769 616,029 5,202,362
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (173,450) (88,038) ($80,791) (1,873,101)
INTERFUND TRANSFERS (97,232) 218,925 (161,910)
-------- ---------- -------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (238,913) 746,916 (242,701) 3,329,261
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 865,370 581,273 506,815 15,989,284
-------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $626,457 $1,328,189 $264,114 $19,318,545
======== ========== ======== ===========
</TABLE>
See notes to financial statements.
- 5-
<PAGE> 6
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 66,362 $ 18,240 $55,751 $30,049 $48,365
Employee contributions 457,084 151,383 507,001 283,757 449,966
Rollovers, including mergers and transfers 3,065,638 410,886 1,687,255 890,601 1,168,603
Dividends and interest 142,618 35,505 165,344 148,096 142,362
Net appreciation of investments (Note 3) 0 48,158 359,153 28,037 326,224
---------- -------- ---------- ---------- ----------
Total 3,731,702 664,172 2,774,504 1,380,540 2,135,520
DEDUCTIONS -
Employee benefit payments and withdrawals
and other (148,523) (42,804) (90,241) (40,564) (108,096)
INTERFUND TRANSFERS 357,789 55,484 (38,295) (43,709) 25,531
---------- -------- ---------- ---------- ----------
INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 3,940,968 676,852 2,645,968 1,296,267 2,052,955
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 769,796 291,277 987,955 554,965 818,823
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 4,710,764 $968,129 $3,633,923 $1,851,232 $2,871,778
=========== ======== ========== ========== ==========
<CAPTION>
FUNDS
----------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 14,978 $ 233,745
Employee contributions 117,734 1,966,925
Rollovers, including mergers and transfer $1,725,690 183,942 $606,633 9,739,248
Dividends and interest 24,342 1,967 660,234
Net appreciation of investments (Note 3) 104,624 866,196
---------- ---------- -------- -----------
Total 1,750,032 423,245 606,633 13,466,348
DEDUCTIONS -
Employee benefit payments and withdrawals
and other (664,566) (37,901) (1,132,695)
INTERFUND TRANSFERS (220,096) (36,886) (99,818)
---------- ---------- -------- -----------
INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 865,370 348,458 506,815 12,333,653
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 232,815 3,655,631
---------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 865,370 $ 581,273 $506,815 $15,989,284
========== ========== ======== ===========
</TABLE>
See notes to financial statements.
- 6 -
<PAGE> 7
POOL COMPANY 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
GENERAL - The Pool Company 401(k) Savings Plan (the "Plan") is a defined
contribution plan, intended to qualify under Sections 401(a), 401(k),
401(m) and 501(a) of the Internal Revenue Code (the "Code"), which is
maintained for eligible employees of Pool Company and its participating
subsidiaries (collectively, the "Company"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The effective date of the Plan was January 1, 1991.
During 1995, the Plan was amended to include as eligible employers certain
entities that had been acquired by the Company in 1994 and 1995. Certain
benefit plans maintained by these entities were terminated or merged
into the Plan, and eligible participants in the prior plans became
immediately eligible to participate in the Plan. Eligible assets of the
terminated plan were distributed to the participants, rolled into the Plan
or rolled into other qualified plans depending on the participants'
direction. All other assets of the merged or terminated plans were merged
or transferred into the Plan. The Plan was further amended to accept
existing participant loans, subject to their originating terms, transferred
in from a new eligible employer. No new loans are available to any
participants of the Plan.
THE TRUST - The Pool Company 401(k) Savings Plan Trust (the "Trust") was
established effective January 1, 1991, to hold and invest the contributions
made by the Company and participants under the Plan. T. Rowe Price Trust
Company (the "Trustee") manages the trust and maintains individual accounts
for each participant.
PARTICIPANT LOANS - During 1995, the Plan was amended to accept existing
participant loans, subject to their originating terms, transferred in from
an acquired employer. No new loans are available to any participants of
the Plan. Loan transactions are treated as a transfer to (from) the
applicable investment fund from (to) the Participant Loans fund. Loan
terms range from one to five years. The loans are secured by the balance
in the participant's account and bear interest at a rate commensurate with
local prevailing rates. Interest rates range from 9 percent to 11 percent.
Principal and interest are paid ratably through monthly payroll deductions.
ALLOCATION OF INVESTMENT INCOME - The net earnings or loss of each fund
within the Trust, including capital gains or losses whether or not
realized, are allocated to individual participant accounts in that fund
based on the ratio that the value of each participant's account bears to
the value of all accounts in that fund as of the valuation date.
ELIGIBILITY - All full-time and part-time employees of the Company not
covered by a collective bargaining agreement who have attained age 21 and
completed one year of service are eligible to participate in the Plan.
CONTRIBUTIONS - Employees may contribute, on a pretax basis, an amount up
to 12% of their annual compensation, subject to limitations set forth in
the Plan. Employee contributions (and the related employer matching
contribution) are directed to the various available investment options by
the employee and may be changed at any time at the employee's request. The
Company is currently matching 25% of
- 7-
<PAGE> 8
the first $1,000 of each employee's annual contribution. Company
contributions are voluntary and may be terminated or amended at any time.
VESTING - Participants are 100% vested in the balance resulting from their
employee contributions and resultant net earnings or loss. Vesting in the
employer matching contribution account is based on a participant's total
years of service as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE VESTING PERCENTAGE
<S> <C>
1 0
2 25
3 50
4 75
5 or more 100
</TABLE>
WITHDRAWALS - Withdrawals prior to age 65 are allowed only at the
termination of employment or on a hardship basis subject to Internal
Revenue Service regulations.
FORFEITURES - At December 31, 1996, unallocated forfeitures of $1,188 were
held in various funds and are available to reduce future employer
contributions.
TERMINATION OF THE PLAN - The Company may discontinue contributions or
amend or terminate the Plan at any time. If the Plan is terminated,
participants will become fully vested in Company contributions and
resultant net earnings or loss and distributions will be made to
participants and beneficiaries in proportion to their account balances
after payment of expenses properly chargeable to the Trust.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared using the accrual
basis of accounting.
Investments are stated at fair value as determined by reference to
published market quotations.
3. NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
Net appreciation (depreciation) of investments consisted of the following:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Proceeds from sale of Pool Energy Services Co. common stock $ 495,965 $126,257
Cost based on current value 390,433 107,949
---------- --------
Realized gain on sale of investments 105,532 18,308
Unrealized appreciation (depreciation) of Pool Energy
Services Co. common stock 358,484 86,316
Net investment gain (loss) from registered investment
companies (T. Rowe Price) 829,632 761,572
---------- --------
Total $1,293,648 $866,196
========== ========
</TABLE>
- 8-
<PAGE> 9
4. FEDERAL INCOME TAXES
The Company has obtained a favorable determination letter from the Internal
Revenue Service that the Plan qualifies under Section 401(a) of the Code.
Accordingly, earnings of the Plan are exempt from federal income taxes, and
employees' contributions to the Plan are a reduction of their income for
federal income tax purposes, subject to applicable limitations. The Plan
has been amended since receiving the determination letter. However, the
Plan administrator believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the Code.
5. ADMINISTRATIVE EXPENSES
The Company may pay all expenses incurred in the administration of the
Plan, including expenses and fees of the Trustee, but it shall not be
obligated to do so. Any such expenses not paid by the Company shall be
paid from the trust fund. The Company incurred administrative expenses of
$49,053 and $31,004 in 1996 and 1995, respectively.
6. PARTIES-IN-INTEREST
Both the Company and the Trustee are parties-in-interest to the Plan as
defined in Section 406 of ERISA.
******
- 9-
<PAGE> 10
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF ORIGINAL FAIR
DESCRIPTION OF ASSET SHARES/UNITS COST VALUE
<S> <C> <C> <C>
T. Rowe Price:*
Stable Value Fund 4,618,720 $4,624,066 $4,624,066
New Income Mutual Fund 102,492 917,950 911,150
Equity Income Mutual Fund 225,172 4,345,775 5,075,375
Capital Appreciation Mutual Fund 159,901 2,220,921 2,313,762
New America Growth Mutual Fund 106,489 3,591,488 4,085,982
Prime Reserve Fund 626,457 626,457 626,457
Pool Energy Services Co. Common Stock* 86,037 825,568 1,322,822
Participant Loans 264,114 264,114
----------- -----------
TOTAL $17,416,339 $19,223,728
=========== ===========
</TABLE>
*Party-in-interest
- 10-
<PAGE> 11
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PURCHASES SALES
--------------------- ---------------------------------------------
NUMBER NUMBER
OF SHARES COST OF SHARES PROCEEDS ORIGINAL GAIN
OR UNITS (1) (2) OR UNITS (1) (3) COST (LOSS)
<S> <C> <C> <C> <C> <C> <C>
I. SINGLE TRANSACTION
NONE
II. SERIES OF TRANSACTIONS IN THE
SAME SECURITY
T. Rowe Price*:
Stable Value Fund 1,454,561 $1,454,561 1,524,640 $1,524,640 $1,524,640
Equity Income Mutual Fund 81,260 1,770,164 35,485 789,411 739,978 49,433
Capital Appreciation Mutual Fund 52,129 762,145 26,871 387,360 368,964 18,396
New America Growth Mutual Fund 48,410 1,877,491 23,655 935,654 842,993 92,661
Pool Energy Services Co. Common Stock* 61,934 777,893 36,622 495,965 390,433 105,532
</TABLE>
The above transactions represent those defined as reportable transactions by
Section 2520.103-6 of the Annual Report of the Employee Retirement Income
Security Act of 1974. Five percent of the fair market value of the Plan's
assets at January 1, 1996 was used to determine those transactions requiring
disclosure.
(1) These amounts were equal to the current value of the assets on the
transaction date.
(2) Cost of purchases includes expenses incurred on transactions
(e.g., commissions and transfer fees).
(3) Proceeds are net of expenses incurred on transactions.
*Party-in-interest
- 11-
<PAGE> 12
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27b - SUPPLEMENTAL SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT RECEIVED
ORIGINAL DURING YEAR AMOUNT OVERDUE
AMOUNT ------------------- UNPAID BALANCE AT DESCRIPTION -------------------
OBLIGOR OF LOAN PRINCIPAL INTEREST DECEMBER 31, 1996 OF LOAN PRINCIPAL INTEREST
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Keeter $ 8,271 $ 634 Participant loans $ 634 $ 11
David H. Keeter 25,000 20,923 Participant loans 4,494 1,833
Kelly Lovelace 3,000 2,192 Participant loans 625 121
Tommy S. Jeffers 1,500 $86 $49 1,242 Participant loans 172 84
Ricky C. French 3,450 240 29 830 Participant loans 566 38
Michael W. Dean 10,000 454 239 8,200 Participant loans 1,299 583
</TABLE>
- 12-
<PAGE> 13
EXHIBITS
<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<S> <C> <C>
23.1 WRITTEN CONSENT OF DELOITTE & TOUCHE LLP DATED JUNE 26, 1996 14
</TABLE>
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE
ACT OF 1934, THE PLAN ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
POOL COMPANY 401(K) SAVINGS PLAN (NAME OF
PLAN)
DATE: JUNE 26, 1997 BY: B. G. GORDON
------------------------------------------
B. G. GORDON
CONTROLLER FOR
POOL COMPANY, PLAN ADMINISTRATOR
-13-
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
23.1 WRITTEN CONSENT OF DELOITTE & TOUCHE LLP DATED JUNE 26, 1996 14
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
42194 of Pool Energy Services Co. on Form S-8 of our report dated May 7, 1997,
appearing in this Annual Report on Form 11-K of the Pool Company 401(k) Savings
Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
- -------------------------------
Houston, Texas
June 18, 1997
-14-
