UNITED STATES
                     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

 (   )  Transition Report Pursuant to Section 15(d) of the Securities
                            Exchange Act of 1934
          For the transition period from __________ to __________

                          ________________________

                     Commission File Number:   0-22032

                          ________________________
A.  Full title of the plan and address of the plan, if different
    from that of the issuer named below:

                  AMERICAN OILFIELD DIVERS, INC.
              401(k) PROFIT SHARING PLAN AND TRUST

B.  Name of issuer of the securities held pursuant to the plan
    and address of its principal executive office:

                 AMERICAN OILFIELD DIVERS, INC.
               900 TOWN & COUNTRY LANE, SUITE 400
                   HOUSTON, TEXAS 77024

<PAGE>


     AMERICAN OILFIELD DIVERS, INC.

  401(k) PROFIT SHARING PLAN AND TRUST

          FINANCIAL STATEMENTS

       DECEMBER 31, 1996 AND 1995

<PAGE>

            Report of Independent Accountants

June 6, 1997

To the Participants and Plan Administrator
  of the American Oilfield Divers, Inc.
  401(k) Profit Sharing Plan and Trust


In  our  opinion,  the accompanying  statement  of  net  assets
available  for  plan benefits  and  the  related  statement  of
changes  in net assets  available  for  plan  benefits  present
fairly, in  all material respects, the net assets available for
plan benefits  of  the  American  Oilfield  Divers, Inc. 401(k)
Profit Sharing Plan and Trust at December 31, 1996 and 1995 and
the changes in net assets available for Plan  benefits  for the
years   then  ended,  in  conformity  with  generally  accepted
accounting  principles.   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  of  these statements in
accordance  with  generally  accepted auditing standards  which
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,  assessing the accounting principles used
and significant estimates  made  by  management, and evaluating
the overall financial statement presentation.   We believe that
our audits provide a reasonable basis for the opinion expressed
above.

Our audits were performed for the purpose of forming an opinion
on  the  basic  financial  statements  taken  as a whole.   The
additional information included in the supplementary  schedules
is presented for purposes of additional analysis and is  not  a
required   part  of  the  basic  financial  statements  but  is
additional information  required  by  ERISA.  The supplementary
schedules  have  been  subjected  to  the  auditing  procedures
applied in the audit of the basic financial statements  and, in
our  opinion,  are  fairly  stated  in all material respects in
relation to the basic financial statements taken as a whole.

<PAGE>
                   AMERICAN OILFIELD DIVERS, INC.
                401(k) PROFIT SHARING PLAN AND TRUST
                -----------------------------------

                     STATEMENT OF NET ASSETS
                   AVAILABLE FOR PLAN BENEFITS
                   ---------------------------
                                                  December 31,
                                                 1996     1995
                                                 ----     ----
ASSETS

  Investments in group annuity contract in
  separate and guaranteed accounts, at
  contract value                             $ 6,470,390 $ 5,260,953

  Employer securities fund, at market            351,046     167,331

     Other                                         2,417       2,417
                                             ------------ ------------
   Total assets                                6,823,853   5,430,701
                                             ------------ ------------
   LIABILITIES

   Excess contribution refunds due
     to  participants                             65,537      47,977
                                             ------------ ------------
   Net assets available for Plan benefits   $  6,758,316  $5,382,724
                                             ============ ============

The accompanying notes are an integral part of the financial statements.
<PAGE>

                   AMERICAN OILFIELD DIVERS, INC.
                401(k) PROFIT SHARING PLAN AND TRUST
                -----------------------------------
                STATEMENT OF CHANGES IN NET ASSETS
                   AVAILABLE FOR PLAN BENEFITS
                   ---------------------------


                                                December 31,
                                               1996        1995
                                               ----        ----
   Additions:
  Contributions:
   Employee                                $ 1,114,824   $ 890,439
   Employer matching                           155,472      98,612
   Forfeitures                                  30,784           -
   Transfers in                                283,229      37,251
                                           ----------- -----------
                                             1,584,309   1,026,302

  Investment income:
   Net appreciation in fair value
    of securities                              125,557      25,076
   Interest and investment income              545,634     561,590
                                           ----------- -----------
     Total additions                         2,255,500   1,612,968
                                           ----------- -----------
 Deductions attributable to:
  Distributions and withdrawals                879,908     511,224
                                           ----------- -----------
  Net increase                               1,375,592   1,101,744
  Net assets available for Plan benefits:
  Beginning of year                          5,382,724   4,280,980
                                           ----------- -----------
  End of year                              $ 6,758,316 $ 5,382,724
                                           =========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>

                  AMERICAN OILFIELD DIVERS, INC.
               401(k) PROFIT SHARING PLAN AND TRUST
               ------------------------------------
                  NOTES TO FINANCIAL STATEMENTS
                  ------------------------------
                    DECEMBER 31, 1996 AND 1995
                    --------------------------

  NOTE 1 - PLAN DESCRIPTION
  --------------------------
  The  following  description of the American Oilfield  Divers,
  Inc. 401(k) Profit Sharing Plan and Trust (the Plan) provides
  only general information.   Participants  should refer to the
  Plan document for a more complete description  of  the Plan's
  provisions.

  General
  -------
  The Plan was established effective January 1, 1989 to provide
  eligible  employees  of  American Oilfield Divers, Inc.  (the
  Company) with the opportunity  to contribute to the Plan (and
  to  defer payment of federal income  tax  upon)  a  specified
  portion   of   their   compensation,   and   to   have  their
  contributions, together with the Plan contributions  made  by
  the Company, invested in an unallocated group annuity policy.
  Effective  September 1, 1994, the Company amended the Plan to
  clarify certain  provisions  and  to  allow  participants  to
  purchase  shares  of  the  Company's common stock through the
  Employer Securities Fund. The  Plan is a contributory plan in
  which  all  the  employees  of the Company  are  eligible  to
  participate upon attaining age  18  and the completion of one
  year of service.  The Plan is subject  to  the  provisions of
  the Employee Retirement Income Security Act of 1974 (ERISA).

  The Plan is administered by an administrator appointed by the
  Board of Directors of the Company.  All contributions made by
  the participants and by the Company are held by Union Central
  Life Insurance Company (the Contract Plan Servicer)  and  are
  invested  in specified investment accounts in accordance with
  instructions from the participants.

  The Company  pays  all  expenses  associated  with the Plan's
  administration.   The entry dates of the Plan are  January  1
  and July 1 of each year.

  Participant Contributions
  -------------------------
  A participant contributes  to the Plan by electing to defer a
  portion of his or her salary which would otherwise be payable
  to  such  employee  during  any   such  calendar  period.   A
  participant may contribute up to a  maximum  of 15% of his or
  her salary to the Plan.

  Company Contributions
  ---------------------
  The Company's matching contribution to the Plan  is  equal to
  10%  of  participants' salary deferral contributions directed
  to the Group Annuity Contract and 30% for amounts directed to
  the  Employee   Securities   Fund,  limited  to  15%  of  the
  participants' compensation.  In addition, each year the Board
  of Directors of the Company determines  the  portion  of  its
  profit,  if any, to be contributed to the Plan for allocation
  among the  participants.  In accordance with Internal Revenue
  Service Regulations,  discretionary contributions made by the
  Company are allocated to eligible employees regardless of the
  status of participation in salary deferral accounts.

  The total amount to be  contributed  by  the  Company  in any
  calendar  year  may not, after taking into account the amount
  of the total before-tax  Section 401(k) contributions made by
  the participants during such  year, exceed the maximum amount
  deductible by the Company under  Section  404 of the Internal
  Revenue Code in such year.

  Participant Accounts
  --------------------
  Each participant's account is credited with the participant's
  contribution,  the Company's match and an allocation  of  (a)
  additional contributions  by  the Company, (b) Plan earnings,
  and  (c)  forfeitures of terminated  participants'  nonvested
  accounts.   Allocations are based on participant compensation
  or account balances, as defined in the Plan.

  Vesting
  -------
  Participants are 100% vested in contributions to their 401(k)
  Salary Deferral  Accounts  and  the  earnings  thereon at all
  times.  Participants become vested in the Company's  employer
  contributions  and the related earnings of such contributions
  after attainment of certain years of service, as follows:

                               Vested and Nonforfeitable
       Full Years               Percentage of Employer's
       of Service              Contribution into the Plan
       ----------              --------------------------
           1                              0%
           2                              0%
           3                             33%
           4                             67%
           5                            100%


          In general,  a  participant  will  be  deemed to have
          completed  a  "year of service" for each twelve-month
          period  during which  the  participant  completes  at
          least 1,000 hours of service.

          The Plan  contains  special  rules  relating  to  the
          consequences  of a break in service by a participant.
          In the event that  less  than 100% of a participant's
          Employer Contribution Account  is  vested at the time
          of termination of employment, a participant,  subject
          to the break in service provisions of the Plan,  will
          forfeit  the unvested portion of such account and the
          amount  so  forfeited  will  be  reallocated  to  the
          remaining  participants  during the plan year, at the
          same rates as the ratio of  their compensation to the
          total compensation of all participants  for such plan
          year.

          Investment Options
          ------------------
          A brief description of the Plan's investment  options
          follows.    For   a   detailed   description  of  the
          investment options and respective risk profiles refer
          to the Plan document.

  Group Annuity Contract
  ----------------------
  The Group Annuity Contract consists of the Guaranteed Deposit
  Account  and  various  investment options maintained  in  the
  Separate Accounts detailed as follows:

    Guaranteed Deposit Account
    --------------------------
    The Guaranteed Deposit  Account  is  intended  to provide a
    guaranteed  return  with  no  risk of principal or interest
    through investment in guaranteed investment contracts.

    Separate Accounts:
    ------------------
    Variable Short Term Fund - The  Variable  Short  Term  Fund
    seeks  maximum  current income with preservation of capital
    and maintenance of liquidity.

    Equity Fund - The  Equity Fund is intended to achieve long-
    term appreciation of  capital by investing in common stocks
    and other equity securities which are undervalued.

    Fixed Income Fund - The  Fixed  Income Bond Fund seeks high
    level  of  income,  without  undue risk  to  principal,  by
    investing  in  government,  mortgage-backed  and  corporate
    securities.

    Capital Fund - The Capital Fund  allocates its assets among
    stocks,  bonds  and money markets instruments.   The  asset
    allocation is repositioned  periodically  based  on  market
    conditions.

    American  Century Select Fund - The American Century Select
    Fund seeks  appreciation  of capital by investing in stocks
    that pay dividends and have growth potential.  During 1996,
    the fund changed its name from the Twentieth Century Select
    Fund to the American Century Select Fund.

    American Century Ultra Fund  -  The  American Century Ultra
    Fund  invests  its capital in companies  expected  to  have
    accelerated earnings  and  revenues.  During 1996, the fund
    changed its name from the Twentieth  Century  Ultra Fund to
    the American Century Ultra Fund.

  Employer Securities Fund
  ------------------------
  The Employer Securities Fund invests its capital  in stock of
  the  Company.   The stock is purchased on the open market  at
  the current trading price.

Distributions and Withdrawals
------------------------------
Upon  retirement,  death   or   a  termination  of  employment,
distributions  are  made  to  the participant  or  beneficiary.
Immediate  distribution of a participant's  vested  benefit  is
permitted if  the  value of the participant's vested Individual
Participant  Account  derived  from  employer  and  participant
contributions  (other  than  accumulated deductible participant
contributions) is greater than  $3,500,  and  it is required if
this  value  is  less  than  $3,500.   No  provision  for  pre-
termination distribution is made.

In  general, distribution of all amounts in the accounts  of  a
participant  will  be  made  in  regular  monthly  life  income
installments not to exceed 10 years.

Amendments and Termination of the Plan
--------------------------------------
The  Company reserves the right to amend or terminate the Plan.
In the  event  the  Plan terminates, the net assets of the Plan
will  be allocated, as  prescribed  by  ERISA  and  regulations
issued pursuant thereto, to the participants.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------
Basis of Accounting
-------------------
The financial  statements  of  the  Plan  are  prepared  on the
accrual  basis  of  accounting.   Income  from  investments  is
recorded as earned.

Use of Estimates
----------------
The  preparation  of  financial  statements  in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of   assets   and  liabilities  and  disclosure  of  contingent
liabilities at  the  date  of  the financial statements and the
reported amounts of revenues and  expenses during the reporting
period.  Actual results could differ from those estimates.

Investments
-----------
Investments  in  the  group  annuity  contract  are  stated  at
contract  value,  as reported by Union Central  Life  Insurance
Company.  The Company's  stock  is  valued at its quoted market
price.

Reclassifications
-----------------
Certain amounts in the 1995 statement  of changes in net assets
available  for  plan benefits and the notes  to  the  financial
statements  have been  reclassified  to  conform  to  the  1996
presentation.

NOTE 3 - INVESTMENT IN GROUP ANNUITY CONTRACT
---------------------------------------------
                                                December 31,
                                               1996        1995
                                               -----       ----
  Guaranteed Deposit Account              $ 3,427,547*  $ 3,384,103*
  Variable Short Term Fund
  (EIN 31-0472910-PSA5)                       156,806        48,084
  Equity Fund
  (EIN 31-0472910-PSA4)                       777,801*      486,083*
  Fixed Income Fund
  (EIN 31-0472910-PSA6)                       107,489        60,545
  Capital Fund
  (EIN 31-0472910-PSA7)                       196,664       141,426
  American Century Select Fund
  (EIN 31-0472910-PSA8)                       352,562*      180,374
  American Century Ultra Fund
  (EIN 31-0472910-PSA9)                     1,451,521*      960,338*
                                            ---------      --------
  Total group annuity contract            $ 6,470,390   $ 5,260,953
                                            =========    ==========
  *Represents an asset that is five percent or  more of the net
  assets available for Plan benefits.

  Units assigned to participants are as follows:
<TABLE>
<CAPTION>
                                                  1996
                        ------------------------------------------------------------    December 31,
                        March 31,       June 30,      September 30,   December 31,         1995
                       -----------    -----------   -------------- ---------------   --------------
                             Market         Market         Market          Market            Market
                      Number Value   Number Value   Number Value    Number Value     Number   Value
                        of    per      of    per      of    per     of      per        of      per
                      Units   Unit   Units   Unit   Units   Unit    Units   Unit     Units    Unit
                      -----  -----  ------- ------ ------- ------  ------- -------  -------- -------
<S>                   <C>     <C>    <C>     <C>    <C>      <C>    <C>     <C>    <C>       <C>
Guaranteed Deposit
  Account                -      -       -      -       -      -        -      -       -        -
Variable Short-Term
  Fund                28,990 $1.70   31,788 $1.72   36,254  $1.74   89,603 $1.75  287,623   $1.69
Equity Fund          124,468  4.19  130,160  4.39  141,342   4.43  160,371  4.85   15,367    3.94
Fixed Income Fund     26,159  2.76   26,754  2.79   37,705   2.86   36,686  2.93   17,359    2.77
Capital Fund          72,266  2.21   71,525  2.26   77,229   2.30   80,932  2.43   66,087    2.14
American Century 
 Select Fund         133,431  1.44  146,381  1.48  184,735   1.54  216,296  1.63  130,706    1.36
American Century     
   Ultra Fund
                     496,204  2.06  531,681  2.19  597,784   2.26  636,632  2.28  473,073  2.03
</TABLE>
<PAGE>

NOTE 4 - FUND INFORMATION
-------------------------
A summary of the activity in each investment account for the years ended
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>

                                        Group Annuity Contract
                   ---------------------------------------------------------------------
                                          Separate Accounts
                                   ---------------------------------------------------
                                    Variable                        American  American
                        Guaranteed   Short           Fixed          Century   Century   Employer
                        Deposit      Term   Equity  Income  Capital  Select    Ultra   Securities   Plan
                        Account      Fund    Fund    Fund    Fund     Fund      Fund      Fund      Total
                        --------- -------- ------- ------- ------- --------- --------- ---------- --------
<S>                  <C>          <C>      <C>     <C>      <C>     <C>       <C>       <C>      <C>
Net assets available
 for Plan benefits at
 January 1, 1995     $3,203,971   $18,114 $280,074  $36,290  $76,556 $112,751 $528,183    $25,041 $4,280,980

 Contributions:
 Employee               376,391    22,814  120,635   25,052   39,897   47,877  197,212     60,561  890,439
 Employer                42,268     2,296   12,115    2,537    4,022    4,793   19,752     10,829   98,612
 Transfers in             3,023     3,698    4,126    7,958    7,958    7,349    3,139         -    37,251

 Investment income:
 Net appreciation in                                                    
   fair value of securities  -          -       -        -       -        -         -      25,076   25,076
 Interest and investment
   income               208,743     1,351   83,852    6,076   12,226   24,921   224,421        -   561,590

 Deductions attributable to:
 Distributions and
   withdrawals         (407,900)   (1,379) (49,555)  (8,204)  (7,298)  (6,412)  (30,476)       -  (511,224)

 Transfers between
   funds                (87,953)    1,190   34,836   (9,164)   8,065  (10,905)   18,107    45,824     -
                       ---------  -------- -------- ------- --------- -------- --------- -------- ---------

 Net assets available
 for Plan benefits at
 December 31, 1995    3,338,543    48,084  486,083   60,545  141,426  180,374  960,338    167,331 5,382,724

 Contributions:
 Employee               262,014    34,895  152,347   43,600   47,798   82,784  306,808    184,578 1,114,824
 Employer                32,553     3,380   15,254    4,380    4,780    8,279   30,792     56,054   155,472
 Forfeitures             12,587     4,436    4,483      534      785    1,491    6,468        -      30,784
 Transfers in            17,766    96,070   92,125    6,160    9,183   25,205   31,521      5,199   283,229

 Investment income:
 Net appreciation in fair                                                              
   value of securities       -          -        -       -       -        -        -      125,557   125,557
 Interest and investment
   income               214,169     2,532  124,281    5,712   21,759   40,439    136,742     -      545,634

 Deductions attributable to:
 Distributions and
   withdrawals         (394,353)  (15,910)(132,802)  (7,429) (32,813) (21,087)   (71,171)(204,343) (879,908)

 Transfers between
   funds               (118,852)  (16,681)  36,030   (6,013)   3,746   35,077     50,023   16,670        -
                     ----------  -------- -------- -------- -------- -------- ---------- --------- ---------
 Net assets available
 for Plan benefits at
 December 31, 1996   $3,364,427  $156,806 $777,801 $107,489 $196,664 $352,562 $1,451,521 $351,046 $6,758,316
                     ==========  ======== ======== ======== ======== ======== ========== ======== ==========
</TABLE>

 NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 The  following  is  a  reconciliation of net assets available for benefits per
 the financial statements to the Form 5500:

                                                    1996        1995
                                                    -----      ------
  Net assets available for benefits per the
  financial statements                           $6,758,316  $5,382,724

  Amounts allocated to withdrawing participants        -        (58,940)
                                                 ----------- ------------
  Net assets available for benefits per
     the Form 5500                               $6,758,316  $5,323,784
                                                 =========== ============
  The following is a reconciliation  of distributions and
  withdrawals to participants per the financial statements to the Form 5500:

                                                    Year Ended
                                                   December 31,
                                                       1996
                                                       ----
  Distributions and withdrawals to participants per
  the financial statements                           $879,908

  Add: Amounts allocated to withdrawing
  participants at December 31, 1996                         -

  Less: Amounts allocated to withdrawing
  participants at  December 31, 1995                  (58,940)
                                                     ---------
  Distributions and withdrawals to participants
  per the  Form 5500                                 $820,968
                                                     =========
  NOTE 6 - FEDERAL INCOME TAX STATUS

  The Plan has received a favorable determination  letter  from  the
  Internal Revenue Service.  A favorable determination allows American
  Oilfield Divers, Inc. to take a  business expense deduction for
  contributions paid to the Contract Plan Servicer and for participants
  not to be taxed on benefits until received by them.   In addition, since
  the Plan is treated as an exempt organization, its income is not subject
  to federal or state income taxes.
<PAGE>
                  AMERICAN OILFIELD DIVERS, INC.

               401(K) PROFIT SHARING PLAN AND TRUST

                      SUPPLEMENTAL SCHEDULES

                        DECEMBER 31, 1996
                  AMERICAN OILFIELD DIVERS, INC.

               401(K) PROFIT SHARING PLAN AND TRUST

                 INDEX TO SUPPLEMENTAL SCHEDULES
              REQUIRED UNDER THE DEPARTMENT OF LABOR
             RULES AND REGULATIONS FOR REPORTING AND
             DISCLOSURE UNDER THE EMPLOYEE RETIREMENT
                   INCOME SECURITY ACT OF 1974



  Schedule I - Assets Held for Investment

  Schedule II - Reportable Transactions

                                                          SCHEDULE I


                  AMERICAN OILFIELD DIVERS, INC.

               401(K) PROFIT SHARING PLAN AND TRUST

                    ASSETS HELD FOR INVESTMENT

                        DECEMBER 31, 1996

                                               Market
  Issuer                            Shares     Value       Cost
  ------                            ------    ------       ----
 Union Central Group Annuity
 Contract in separate and guaranteed
 accounts                               -    $6,470,390       *
 Employer Securities Fund          30,393.56    351,046   $296,568
                                              ---------- ----------
                                              $6,821,436 $ 296,568
                                              ========== ==========


*Information  not  available  from the Trustee.
<PAGE>

                                                      SCHEDULE II

                  AMERICAN OILFIELD DIVERS, INC.

               401(K) PROFIT SHARING PLAN AND TRUST

                     REPORTABLE TRANSACTIONS

                   YEAR ENDED DECEMBER 31, 1996


During  the  year  ended December  31, 1996,  the  Plan  had  the
following transactions  which were greater  than  5% of the Plan assets:
<TABLE>
<CAPTION>

                      SERIES OF TRANSACTIONS
                      -----------------------
PURCHASES
---------                                                            Market Value
Number of                                   Purchase     Cost of    of Asset on
Transactions        Description of Asset     Price        Asset   Transaction Date
-------------       --------------------   ---------    --------- -------------------
    <S>            <C>                     <C>          <C>           <C> 

    *              Group Annuity Contract  $1,401,596   $1,401,596    $1,401,596

    13             Employer Securities Fund   262,501      262,501       262,501

SALES
------
Number of                                     Selling    Cost of
Transactions         Description of Asset     Price       Asset      Net Gain
-------------        --------------------    --------    -------    -----------
    *               Group Annuity Contract   $703,715       *           *


*Information not available from the Trustee.
</TABLE>
<PAGE>