MARINE DRILLING COMPANIES INC
POS AM, 1996-05-10
DRILLING OIL & GAS WELLS
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                                                  REGISTRATION NO. 33-54909 
                                             POST-EFFECTIVE AMENDMENT NO. 1

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                        POST-EFFECTIVE AMENDENT NO. 1 TO
                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 ------------

                        MARINE DRILLING COMPANIES, INC.
             (Exact name of registrant as specified in its charter)



                         TEXAS                     74-2558926
             (State of other jurisdiction       (I.R.S. Employer
           of incorporation or organization)   Identification No.



                     ONE SUGAR CREEK CENTER BLVD, SUITE 600
                         SUGAR LAND, TEXAS  77478-3556
                                 (713) 243-3000

              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                               WILLIAM H. FLORES
                     ONE SUGAR CREEK CENTER BLVD, SUITE 600
                         SUGAR LAND, TEXAS  77478-3556
                                 (713) 243-3000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 ------------

                    Copy to:  VINSON & ELKINS L.L.P.
                             2500 FIRST CITY TOWER
                           HOUSTON, TEXAS  77002-6760
                           ATTENTION:  SCOTT N. WULFE

                                 ------------

This Post-Effective Amendment is being filed for the purpose of removing from
registration all remaining shares of registrant's Common Stock which were not
sold pursuant to Registration Statement No. 33-54909 on or prior to the
effectiveness of this Post-Effective Amendment.

===============================================================================


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                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Sugar Land, State of Texas, on this 9th day of May 1996.


                                            MARINE DRILLING COMPANIES, INC.

                                            By: /s/ WILLIAM H. FLORES     
                                            -------------------------------
                                                    William H. Flores       
                                                    Chief Operating Officer 
                                                                                









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