AMERICAN OILFIELD DIVERS INC
8-K, 1996-09-17
OIL & GAS FIELD SERVICES, NEC
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               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.   20549


                            FORM 8-K


                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934


                       September 4, 1996
          Date of Report (Date of earliest event reported)


                 AMERICAN OILFIELD DIVERS, INC.
     (Exact name of Registrant as specified in its charter)


    LOUISIANA                       0-22032          72-0918249
(State or other jurisdiction      (Commission     (I.R.S. Employer
   of incorporation)              File Number)  Identification Number)




                        130 East Kaliste Saloom Road
                         Lafayette, Louisiana 70508
           (Address of principal executive offices) (Zip Code)




                              (318) 234-4590
           (Registrant's telephone number, including area code)



                             Not Applicable
       (Former name or former address, if changed since last report)



<PAGE>
          Item 5. Other Events.


               On  September  4,  1996,  American  Oilfield   Divers,  Inc.
          ("Registrant")  announced  that American Inland Divers,  Inc.,  a
          subsidiary of the Registrant was awarded a turnkey project by the
          Brownsville Navigation District worth between $7.5 milion and $8.0
          million.

          Item 7.Financial Statements and Exhibits.

          (a)  No financial statements are filed with this report.

          (b)  Exhibits.

               99.1 Press release issued  by the Registrant on September 4,
                    1996 announcing that a subsidiary of the Registrant was
                    awarded a project by the Brownsville Navigation District.

<PAGE>
                                      SIGNATURES

          Pursuant to the requirements of the Securities  Exchange  Act  of
          1934,  the Registrant has duly caused this report to be signed on
          its behalf by the undersigned hereunto duly authorized.





                                        By:   /s/ Cathy M. Green
                                             _____________________________
                                                  Cathy M. Green
                                              Vice President - Finance
                                            and Chief Financial Officer
          Dated: September 12, 1996


NEWS RELEASE

For further information contact:
Greg Rosenstein                                Cathy Green
Manager of Investor Relations      Chief Financial Officer
(318) 234-4590                              (318) 234-4590


FOR IMMEDIATE RELEASE
WEDNESDAY, SEPTEMBER 4, 1996


    AMERICAN OILFIELD DIVERS' INLAND SUBSIDIARY AWARDED
                PORT OF BROWNSVILLE PROJECT


   Lafayette, LA -- American Inland Divers, a subsidiary of American Oilfield
Divers, Inc. (NASDAQ: DIVE), announced today that it has been awarded a turnkey
project by the Brownsville (Texas) Navigation District worth between $7.5 
million to $8.0 million.

   The project, scheduled to begin during the fourth quarter of fiscal 1996 and
end during the third quarter of fiscal 1997, includes, among other things, the
construction of a 600-ft. x 145-ft. cargo dock and an 8-acre cargo storage yard 
at the Port of Brownsville.

   "A large portion of the Port of Brownsville project will be completed during
the first and second quarters of fiscal 1997," said George C. Yax, Chairman of 
the Board, Chief Executive Officer and President of American Oilfield Divers.  
"This will help offset the lower activity in the Gulf of Mexico and certain 
other inland markets that is traditionally associated with those quarters."

   The Port of Brownsville project represents the largest turnkey project ever
awarded to American Inland Divers, and the second largest turnkey project ever
awarded to American Oilfield Divers. The largest turnkey project awarded to AOD
was the Chevron platform abandonment project, which will be completed this month
by American Pacific Marine, the Company's west coast subsidiary.

   "Acting as the general contractor on large-scale infrastructure projects with
marine content such as the Port of Brownsville project is an example of the 
ideal market niche for our Inland and West Coast Service sector," Yax said.  
"The awarding of the Port of Brownsville project to American Inland Divers 
further demonstrates the potential of our inland business.  This project, 
coupled with the Chevron platform abandonment project, is indicative of our 
ability to successfully compete in the large, turnkey project market where the 
unique combination of general contracting and diving/marine specialties are 
required."

   American Oilfield Divers is a leading provider of diving services, subsea
projects, marine construction and environmental services to the offshore oil 
and gas industry, primarily in the U.S. Gulf of Mexico, U.S. West Coast, 
internationally and to certain U.S. inland customers.

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