UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Final Amendment
Under the Securities Exchange Act of 1934
DIAMOND OFFSHORE DRILLING, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
(SINS) 25271C102
(CUSIP Number)
Jean-Paul Kill, c/o Alphee S.A., 11 Avenue De La Gare,
Grand Duchy of Luxembourg; Tel. 352-482850; Fax. 352-482871.
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 24, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement
( ). (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes). <PAGE>
SCHEDULE 13D
CUSIP No.
(SINS) 25271C102
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1 NAME OF REPORTING PERSON:
Alphee S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( X )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 473,477
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
473,477
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
473,477
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-
7(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION. <PAGE>
This Final Amendment amends and supplements the Schedule 13D
filed on May 9, 1996 (the "Schedule") by Alphee S.A., a Luxembourg
corporation ("Alphee"), with respect to the Common Stock, $0.01
par value, of Diamond Offshore Drilling, Inc., a Delaware
corporation (the "Issuer"). All capitalized terms used in this
Amendment and not otherwise defined herein have the meaning set
forth in the Schedule.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended as follows:
(a) - (b)
The first sentence of the first paragraph is replaced with the
following:
Alphee beneficially owns 473,477 shares of Common Stock
representing approximately 0.7% of the outstanding Common
Stock, based on the Issuer's most recent filing with the
Commission.
The second paragraph is replaced in its entirety with the
following:
To the best of Alphee's knowledge, Forvaltnings AB
Ratos ("Ratos"), a Swedish corporation whose principal
office and place of business is located at
Drottningsgatan 2 Stockholm, Sweden, owns an aggregate of
378,838 shares of Common Stock on the date hereof,
representing 0.55% of the outstanding Common Stock.
(c) This section is replaced in its entirety with the
following:
On May 24, 1996, Alphee effected the sale of
4,234,771 shares of Common Stock in an underwritten
secondary offering, pursuant to the Registration
Statement, and as further described in the prospectus
supplement, dated May 20, 1996 (the Prospectus
Supplement") to the Prospectus, and in the U.S. purchase
agreement and the international purchase agreement (as
those agreements are further described in Item 6 below).
(e) This section is replaced in its entirety with the
following:
As of May 24, 1996, Alphee's beneficial ownership of
Common Stock was less than 5% of the outstanding shares
of Common Stock. As a result, no further amendments to
the Schedule will be required.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following paragraphs:
Alphee, together with Ratos, entered into a U.S.
purchase agreement and an international purchase
agreement, each dated May 20, 1996, with the Issuer and
the several underwriters named in Schedules A thereto
(the "Underwriters"), in connection with the closing on
May 24, 1996 of the sale by Alphee and Ratos of 4,234,771
and 3,288,369 shares of Common Stock, respectively. Forms
of such U.S. purchase agreement and international purchase
agreement have been filed as Exhibit Nos. 1.1 and 1.2.,
respectively, to Post- Effective Amendment No. 1 to the
Registration Statement.
At the request of Alphee and Ratos, the Issuer
prepared and filed the Prospectus Supplement for use in
connection with the sale of shares of Common Stock
described herein and therein.
Item 7. Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
May 28, 1996
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(date)
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(Signature)
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(Name/Title)
