<PAGE>
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                               -------------
                                 FORM 10-K          
     (Mark One)                -------------
     [ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                     OR
     [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

 For the transition period from  . . . . . . . . . . to . . . . . . . . . .

                       Commission File Number 0-22078

           Dual Holding Company (formerly DUAL DRILLING COMPANY)
           (Exact name of registrant as specified in its charter)

           DELAWARE                                        51-0327704
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                            2700 Fountain Place
                              1445 Ross Avenue
                        Dallas, Texas   75202-2792 
                  (Address of principal executive offices)
    Registrant's telephone number, including area code:   (214) 922-1500

        Securities registered pursuant to Section 12(b) of the Act:
                                    None

        Securities registered pursuant to Section 12(g) of the Act:
                                    None

Indicate by  check mark whether  the registrant  (1) has filed  all reports
required to be filed by Section 13 or 15(d) of the  Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such  reports), and (2) has been subject to
such filing requirements for the past 90 days.        Yes [ X ]   No [   ]

Indicate by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is  not contained herein, and will not  be contained,
to the best of  registrant's knowledge, in definitive proxy  or information
statements incorporated by  reference in Part III of this  Form 10-K or any
amendment to this Form 10-K.        [ X ]

The  registrant  meets the  conditions  set  forth in  General  Instruction
J(1)(a) and  (b)  and  is  therefore filing  this  Form  with  the  reduced
disclosure format.

Aggregate  market value  of  voting stock  held  by non-affiliates  of  the
registrant:     None

Number of shares outstanding at March 19, 1997:   Common Stock:  1,000
===========================================================================<PAGE>



                             TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----

PART  ITEMS 1. AND 2. BUSINESS AND PROPERTIES . . . . . . . . . .    1
I               General . . . . . . . . . . . . . . . . . . . . .    1
                Merger with ENSCO . . . . . . . . . . . . . . . .    1
                Contract Drilling Operations  . . . . . . . . . .    1
                Jackup Rigs . . . . . . . . . . . . . . . . . . .    2
                Platform Rigs . . . . . . . . . . . . . . . . . .    2
                Contracts . . . . . . . . . . . . . . . . . . . .    2
                Major Customers . . . . . . . . . . . . . . . . .    3
                Industry Conditions and Competition . . . . . . .    3
                Governmental Regulation . . . . . . . . . . . . .    3
                Environmental Matters . . . . . . . . . . . . . .    3
                Operational Risks and Insurance . . . . . . . . .    4
                International Operations  . . . . . . . . . . . .    4
                Other Properties  . . . . . . . . . . . . . . . .    5
                Employees . . . . . . . . . . . . . . . . . . . .    5
      ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . .    5
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY 
                HOLDERS . . . . . . . . . . . . . . . . . . . . .    5
________________________________________________________________________

PART  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND 
II              RELATED STOCKHOLDER MATTERS . . . . . . . . . . .    6
      ITEM 6.   SELECTED HISTORICAL CONSOLIDATED FINANCIAL 
                AND OPERATIONS DATA . . . . . . . . . . . . . . .    6
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS . . . . . . .    7
                General . . . . . . . . . . . . . . . . . . . . .    7
                Merger  . . . . . . . . . . . . . . . . . . . . .    7
                Results of Operations . . . . . . . . . . . . . .    7
                Liquidity and Capital Resources . . . . . . . . .    9
                Private Securities Litigation Reform Act of 1995    11
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . .   12
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . .   33
________________________________________________________________________

PART  ITEMS 10-13.
III             DIRECTORS AND EXECUTIVE OFFICERS, EXECUTIVE 
                COMPENSATION, SECURITY OWNERSHIP OF CERTAIN
                BENEFICIAL OWNERS AND MANAGEMENT, AND CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS  . . . . .   34
________________________________________________________________________

PART  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
IV              REPORTS ON FORM 8-K . . . . . . . . . . . . . . .   35

      SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . .   39


                                 - i -    <PAGE>

                                          PART I


ITEMS 1. AND 2. BUSINESS AND PROPERTIES

General

Dual   Holding  Company  ("Dual"  or  the  "Company")  is  a  domestic  and
international offshore drilling contractor.   The Company currently owns or
operates a fleet of 18 offshore drilling rigs, consisting of 10 jackup rigs
and eight platform  rigs.  The Company's strategy is  to market and operate
quality  jackup  and  platform  drilling  rigs  in  geographically  diverse
markets. 

On  June  12,  1996,  the  Company  was  acquired  by  ENSCO  International
Incorporated ("ENSCO") in a purchase acquisition (the "Merger"), and became
a wholly-owned subsidiary of ENSCO on  that date.  The Company was formerly
known as DUAL DRILLING COMPANY prior to the Merger.  From 1990 to 1993, the
Company was wholly-owned  by Dual  Invest AS ("Dual  Invest"), a  Norwegian
corporation.    In August  1993, the  Company  completed an  initial public
offering  of  shares  of its  common  stock,  which  reduced Dual  Invest's
ownership interest in the  Company to approximately 59.6% of  the Company's
outstanding common stock.    

Merger with ENSCO

The Merger  was approved by  the stockholders  of the Company  who received
0.625 shares  of ENSCO  common  stock in  exchange for  each  share of  the
Company's common  stock.    The  Company's stockholders  received,  in  the
aggregate, approximately  10.1  million shares  of  ENSCO common  stock  in
connection   with  the  Merger,  resulting   in  an  acquisition  price  of
approximately $218.4 million.

The  Company used the  purchase method of accounting  to record the Merger.
The  purchase price allocation has  been based on  preliminary estimates of
fair value of the assets acquired and liabilities assumed and is subject to
adjustment as additional  information becomes available  and is  evaluated.
The primary areas subject to further purchase price adjustment are reserves
associated with insurance related matters and taxes. 

Contract Drilling Operations

The  Company's fleet  of 18  offshore drilling  rigs are  located  in North
America  and Asia.    At December  31, 1996,  the  Company's North  America
drilling rigs consisted of five jackup rigs and seven platform rigs located
in the  Gulf of Mexico.   The Company's Asia  jackup rigs consisted  of two
jackup  rigs located offshore India, one offshore Indonesia and one each in
shipyards   in   Malaysia   and  Sharjah   undergoing   modifications   and
enhancements.   The  Company operates  one platform  rig off  the coast  of
China, which is not owned but managed by the Company.

In May  1996,  the Company  purchased  one jackup  rig,  which the  Company
previously operated  in the Gulf of  Mexico under a  charter agreement, for
$21.3 million.  In  September 1996, the Company  retired two platform  rigs
previously located off  the coast of California.  The  rigs were dismantled

                                      1<PAGE>

and their major components were sold to ENSCO at fair market value as spare
capital assets.

Financial  information  regarding  the Company's  geographic  operations is
presented  in Note 9 to  the Consolidated Financial  Statements included in
"Item  8.    Financial  Statements  and  Supplementary Data."    Additional
financial information regarding  the Company's operations  is presented  in
"Item 7.  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations."

Jackup Rigs

Jackup rigs are mobile self-elevating drilling platforms equipped with legs
that  can  be lowered  to  the  ocean floor  to  provide  a foundation  for
supporting a  drilling platform  and to allow  the drilling platform  to be
elevated above the water.   The entire drilling platform  is self-contained
with the rig  hull incorporating  the drilling equipment  and derrick,  the
jacking system for the legs, crew quarters, storage and loading facilities,
helicopter landing pad and related equipment.  All of the Company's  jackup
rigs are of the independent leg design which are the most versatile and can
accommodate most drilling sites on which a jackup rig can be used.

Platform Rigs

A platform rig  consists of  drilling equipment and  machinery arranged  in
modular packages which are transported to, assembled, and then installed on
fixed offshore platforms owned  by the customer.  Fixed  offshore platforms
are steel tower-like  structures which stand on  the ocean floor, with  the
top portion,  or platform, being  above the water  level and  providing the
foundation  upon  which  the platform  rig  is  placed.   A  self-contained
platform rig contains living quarters for the crew, power generating units,
and  facilities for  storing drilling  fluid and  well tubular  supplies to
sustain drilling operations between resupplyings.

Contracts

The drilling services provided by the  Company are conducted on a  contract
basis.    The Company  generally provides  services  on a  "daywork" basis.
Under daywork contracts,  the Company receives a  fixed amount per day  for
drilling the well  and the customer  bears a major  portion of the  out-of-
pocket costs of  drilling.   The customer may  pay the cost  of moving  the
equipment  to and  from the  job site  and  assembling and  dismantling the
equipment.

Effective June 13, 1996, the  Company's domestic drilling rigs in the  Gulf
of Mexico were bareboat chartered to a wholly-owned subsidiary of  ENSCO to
achieve  operating and marketing efficiencies.   The terms  of the bareboat
charter agreements provide for fixed daily rates to be paid to the Company,
which  the  Company believes  are  reasonable  and  representative  of  the
environment  in which the rigs  operate.  Each  respective bareboat charter
rate is  increased for any capital  expenditures made by the  Company for a
chartered rig and the rate is reduced to 50% of the normal rate if a rig is
idle for more  than 30 consecutive days.  The initial term of each bareboat
charter agreement is one  year, with automatic one year  extensions, unless
either party gives at least one  month's notice of termination. At December

                                      2<PAGE>

31, 1996, the  Company had two  jackup rigs and  seven platform rigs  under
bareboat charter to ENSCO. 

Major Customers

The Company's customer  base consists  of major international  oil and  gas
companies, independent oil and gas companies, government-owned oil and  gas
companies and ENSCO.   In 1996, the Company's customers  which individually
accounted  for  more  than  10%  of  the  Company's  consolidated  revenues
consisted of Oil &  Natural Gas Corporation (18%),  Sonat Inc. (14%),  ARCO
(12%), and ENSCO (11%).

Industry Conditions and Competition

After several  years  of depressed  market  conditions resulting  from  the
supply of offshore drilling rigs exceeding demand, uncertainty over low oil
and gas prices and reductions in expenditures by oil and gas companies, the
offshore contract drilling  market has shown distinct  improvement over the
last  two  years,  but most  significantly  in  1996.   Worldwide  drilling
activity  increased significantly  from  1995 to  1996 with  current demand
absorbing  substantially all  of  the drilling  rigs  that are  in  working
condition and  being  actively  marketed in  the  major  offshore  drilling
markets throughout the world.  With projected capital expenditure increases
for  major and independent oil  companies in 1997,  the Company anticipates
that  the offshore drilling markets will remain strong through at least the
end of 1997 unless there is  a significant deterioration of oil and natural
gas prices.  

The contract drilling business is highly competitive and Dual competes with
other  drilling  contractors on  the basis  of  quality of  service, price,
equipment suitability and availability, reputation and technical expertise.
Competition is usually on  a regional basis, but  drilling rigs are  mobile
and  may  be moved  from  one  region to  another  in  response to  demand.
Drilling operations  are generally conducted throughout the  year with some
seasonal declines in winter months.  

Governmental Regulation

The Company's  business  is  affected  by  political  developments  and  by
federal, state, foreign and local laws and regulations that relate directly
to the oil and gas industry.  The industry is also affected by changing tax
laws,  price controls  and other laws  affecting the energy  business.  The
adoption  of laws  and regulations  curtailing exploration  and development
drilling  for oil  and  gas for  economic,  environmental or  other  policy
reasons adversely affects  the Company's operations  by limiting  available
drilling and other opportunities in the energy service industry, as well as
increasing the costs of operations.

The  Company and its rigs are subject  to federal, state, local and foreign
laws and regulations  relating to engineering,  design, structural,  safety
and operational and inspection standards.




                                      3<PAGE>


Environmental Matters

The Company's operations are  subject to federal, state and  local laws and
regulations controlling the  discharge of materials into the environment or
otherwise  relating to  the  protection  of  the  environment.    Laws  and
regulations specifically  applicable to  the Company's  business activities
could  impose significant  liability on the  Company for  damages, clean-up
costs and penalties in the event of the occurrence of oil spills or similar
discharges  of pollutants  into  the  environment  in  the  course  of  the
Company's operations, although, to date, such laws and regulations have not
had a material  adverse effect on the Company's results  of operations, nor
has  the Company experienced  an accident that  has exposed  it to material
liability  for discharges of pollutants into the environment.  In addition,
events in recent years have heightened environmental concerns about the oil
and gas industry in general.  From time to time, legislative proposals have
been introduced which would materially limit or prohibit offshore  drilling
in certain  areas.  To date,  no proposals which would  materially limit or
prohibit offshore  drilling in the  Company's principal areas  of operation
have  been enacted  into law.   If laws  are enacted  or other governmental
action  is taken  that  restrict  or  prohibit  offshore  drilling  in  the
Company's   areas  of   operation   or  impose   environmental   protection
requirements  that materially  increase the  cost of  offshore exploration,
development or production of oil  and gas, the Company could be  materially
adversely affected.  

The  United  States Oil  Pollution  Act  of 1990  ("OPA  '90") and  similar
legislation  in Texas, Louisiana and other coastal states address oil spill
prevention and  control and significantly expand  liability exposure across
all  segments  of  the  oil  and  gas industry.    OPA  '90,  such  similar
legislation  and related regulations impose a variety of obligations on the
Company  related to  the prevention  of oil  spills  and the  liability for
resulting  damages.  OPA '90  imposes strict and,  with limited exceptions,
joint and several  liability upon  each responsible party  for oil  removal
costs  and  a  variety  of damages.    OPA  '90  imposes  ongoing financial
responsibility requirements.  A failure to comply with OPA '90  may subject
a party  to  civil  or criminal  enforcement  action.   The  U.S.  Minerals
Management Service is required  to promulgate regulations to  implement the
financial responsibility requirements of OPA '90.  These  regulations could
increase the cost of doing business in U.S. waters and adversely affect the
ability of some of the Company's customers to operate in U.S. waters. 

Operational Risks and Insurance

Contract drilling and  oil and gas operations are subject  to various risks
including blowouts, craterings,  fires and explosions, each  of which could
result in damage to or destruction of  drilling rigs and oil and gas wells,
personal  injury  and   property  damage,  suspension   of  operations   or
environmental damage through oil spillage or extensive, uncontrolled fires.
The Company generally  insures its drilling rigs for amounts  not less than
the  estimated fair  market  value thereof.    The Company  also  maintains
liability  insurance  coverage  in  amounts  and  scope which  the  Company
believes are comparable  to the levels of coverage  carried by other energy
service companies.   To date, the Company has not experienced difficulty in
obtaining insurance  coverage.   While the  Company believes  its insurance
coverages  are customary for the energy service industry, the occurrence of

                                      4<PAGE>


a significant event not fully insured against could have a material adverse
effect on the Company.  Also, there can be no assurance that any particular
insurance claim will be  paid or that the Company  will be able to  procure
adequate insurance coverage at commercially reasonable rates in the future.

International Operations

A  significant portion of the Company's operations are conducted in foreign
countries.    Revenues  from  international  operations  were  63%  of  the
Company's total revenues in  1996.  The Company's  international operations
are  subject to political, economic,  and other uncertainties,  such as the
risks  of expropriation  of its  equipment,  expropriation of  a customer's
property  or  drilling  rights,  repudiation  of  contracts,  adverse   tax
policies, general  hazards associated with  international sovereignty  over
certain   areas  in  which   the  Company  operates   and  fluctuations  in
international economies. 

Other Properties

Prior  to the  Merger the  Company leased  office  space for  its corporate
headquarters  in Dallas, Texas.   This space  is no longer  occupied by the
Company and has been sublet under the lease agreement which extends through
February  1999.   The Company  leases  minimal space  for its  offices   in
Houston, Texas; Bombay, India; Jakarta, Indonesia; Al Khobar, Saudi Arabia;
Doha, Qatar; and Ciudad del Carmen, Mexico.  In addition,  the Company owns
a facility in Broussard, Louisiana, which is for sale.

Employees

As of December 31, 1996,  the Company had no employees.  In connection with
the  Merger,  all  of the  Company's  employees  who  were retained  became
employees of ENSCO.  The Company has a Master Services Agreement with ENSCO
for shorebase and corporate  support services under which the  Company pays
ENSCO  a monthly fee of $400,000 for accounting, treasury, human resources,
engineering,  insurance  administration,  management  information  systems,
purchasing,  safety and  legal  services.   Either  party may  cancel  this
agreement upon 30  days notice.  In addition, ENSCO provides contract labor
for all of the Company's international drilling rigs at cost.       


ITEM 3.  LEGAL PROCEEDINGS

The  Company is  currently not  involved in  any litigation  which,  in the
opinion  of management,  would  have  a  material  adverse  effect  on  its
financial condition or results of operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not required under the reduced disclosure format.





                                      5<PAGE>


                                         PART II


ITEM  5.   MARKET  FOR REGISTRANT'S  COMMON  STOCK AND  RELATED STOCKHOLDER
MATTERS

All of the common stock of the Company is  owned by ENSCO.  The shares were
acquired  by ENSCO  on  June  12, 1996  as  a result  of  the  Merger in  a
transaction exempt from the registration requirements of the Securities Act
of 1933, as amended, pursuant to  section 4(2) thereof.  As such,  there is
no established public trading market for the Company's common stock.

The  Company has never declared any cash  dividends on its common stock and
does not anticipate paying dividends on the common stock in the foreseeable
future.  The  Company's ability to pay  dividends is restricted  by certain
provisions  contained in the indenture  to which its  publicly traded notes
were issued, and  by certain provisions  in the  agreements related to  the
Company's  bank  financing.   See  Note  4  to  the Consolidated  Financial
Statements.


ITEM 6.  SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATIONS DATA

Not required under the reduced disclosure format.































                                      6<PAGE>


ITEM  7.  MANAGEMENT'S DISCUSSION  AND ANALYSIS OF  FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The  information presented herein is  only intended to  present a narrative
analysis of  material changes in  operating results and  financial position
between  1996 and 1995.   This reduced  analysis is in  accordance with the
reduced disclosure format set forth in General Instruction J(1)(a) and (b).

   GENERAL

The Company owns offshore drilling rigs which are contracted for use in the
Gulf   of  Mexico  and   Asia.    Worldwide   drilling  activity  increased
significantly in 1996 from 1995 with current demand absorbing substantially
all of the  rigs that are in working condition  and being actively marketed
in the major offshore drilling markets throughout the world.

   MERGER

On  June 12, 1996,  the Company was acquired  by ENSCO in  the Merger.  The
Merger was  approved on that  date by the  stockholders of the  Company who
received 0.625 shares of ENSCO common stock for each share of the Company's
common stock.   The Company's stockholders  of record as  of June 12,  1996
received,  in the  aggregate, approximately  10.1 million  shares of  ENSCO
common  stock  in  connection  with   the  acquisition,  resulting  in   an
acquisition price of approximately $218.4 million.      

In conjunction with the  Merger, the Company charged $22.0  million against
operating results for  certain items.   These  items included  compensation
paid in  the ordinary course  of business as  well as other  costs directly
related to  the Merger.  These  expenses are included as  Change in Control
expenses in the consolidated statement of operations for the period January
1,  1996 to  June 12,  1996.   See  Note 2  to  the Company's  Consolidated
Financial Statements.

Effective June 13, 1996, each of the Company's domestic rigs in the Gulf of
Mexico were  bareboat chartered to  a wholly owned  subsidiary of ENSCO  to
achieve  operating and marketing efficiencies.   At December  31, 1996, the
Company had  two jackup rigs  and seven  platform rigs which  were bareboat
chartered to ENSCO.   The terms of  the bareboat charter agreements provide
for fixed daily rates to be paid to the Company, which the Company believes
are  reasonable and  representative of  the environment  in which  the rigs
operate. Each respective bareboat charter rate is increased for any capital
expenditures made by the Company on a chartered rig and the rate is reduced
to  50% of the normal  rate if a  rig is idle for  more than 30 consecutive
days.  The initial term of the bareboat charter agreement is one year, with
automatic  one  year extensions,  unless either  party  gives at  least one
month's prior notice of termination.        

   RESULTS OF OPERATIONS

As  a result  of  the Merger,  the comparisons  presented below  of changes
between  periods reflect  the  results of  the  Company during  the  period
(January  1, 1996  to June  12, 1996)  prior  to the  Merger ("Predecessor"
entity)  as  well as  the  period  (June 13,  1996  to  December 31,  1996)
subsequent to the Merger ("Successor" entity).  The financial statements of

                                      7<PAGE>


the  Predecessor  and  Successor entities  are  not  comparable in  certain
respects because of  differences between the  cost bases of the  assets and
liabilities  held by  the  Predecessor  entity  compared  to  that  of  the
Successor entity, as well as the  effect on the Successor's operations  for
adjustments to  depreciation  and amortization,  interest income,  interest
expense, and income  taxes.   For comparative analysis  between years,  the
1996  amounts   presented  below  include  the  combined   results  of  the
Predecessor and Successor entities.

The  schedule below provides a  summary of the  Company's operating results
for the years indicated (in thousands, except utilization data).

                                        Year Ended December 31,       
                                        -----------------------       
                                            1996       1995  
                                          Combined  
                                          --------   --------
      Revenues
        Jackup Rigs - North America        $35,201    $30,907
        Jackup Rigs - Asia                  44,549     28,157
        Platform Rigs                       17,417     26,825
          Total                            $97,167    $85,889

      Operating Margin (1)
        Jackup Rigs - North America        $20,267    $ 7,990
        Jackup Rigs - Asia                  16,121      6,989
        Platform Rigs                        4,868     10,681
          Total                            $41,256    $25,660
  
      Utilization                             89%       70%   

   (1)  Defined  as   operating  revenues   less  operating   expenses,
      exclusive of depreciation and amortization, change in  control,
      and general and administrative expenses.

1996 Compared to 1995:
Combined consolidated  revenues (combining  the  Predecessor and  Successor
entities for comparative purposes) were $97.2 million for 1996, an increase
of 13% over  1995 revenue.   Combined  operating margin  improved to  $41.3
million in  1996, an  increase  of $15.6  million, or  61%,  over the  1995
margin.   The improved 1996  combined revenue and  operating margin results
from increased utilization of  the Company's drilling rigs and  a worldwide
increase  in  operating  day  rates  paid  for  rental  of  drilling  rigs.
Utilization of the Company's rig fleet improved to 89% for 1996 compared to
70% for  1995.   Conversely,  the Company's  operating margin  in 1996  was
negatively impacted by the sale of a  platform rig located off the coast of
China in August 1995 that operated for the first half of 1995.  The Company
now operates  this rig  under a  management contract  that  provides for  a
competitive day rate during the periods the rig is operating  and a reduced
day  rate when  the rig  is idle.    Also, in  September 1996,  the Company
retired  two platform rigs previously  located off the  coast of California
that operated for all of 1995 and the first part of 1996.     



                                      8<PAGE>


Depreciation and amortization expense in 1996 increased by $2.5 million, or
13%, from  1995 due primarily  to the increase  in drilling rig  values and
goodwill recorded in the Merger.

Change in Control  expenses of  $22.0 million recorded  in the  Predecessor
entity's consolidated statement of operations  for the period from  January
1,  1996 to  June 12,  1996 relates  to compensation  paid in  the ordinary
course of business as well as  other costs incurred by the Company directly
related to the Merger.   See Note 2 "Merger" to the  Company's Consolidated
Financial Statements.      

General and administrative expenses in 1996 decreased $1.2 million, or 15%,
from  1995  due primarily  to  efficiencies achieved  in  the  Merger.   In
connection  with the Merger, the Company entered into a Management Services
Agreement  with ENSCO for  shorebase and  corporate support  services under
which the  Company pays  ENSCO a  monthly fee  of $400,000  for accounting,
treasury,   human   resources,   engineering,   insurance   administration,
management  information  systems,  purchasing, safety  and  legal services.
Either party may cancel this agreement upon 30 days notice.

In 1995 the  Company recorded a gain on the sale of assets of $5.1 million,
net, from the  sale of a jackup  rig located in the  Gulf of Mexico, a  51%
interest in a jackup rig located in Asia and a platform rig also located in
Asia.

   LIQUIDITY AND CAPITAL RESOURCES

Cash Flow and Capital Expenditures

The  Company's   cash  provided  by   (used  by)  operations   and  capital
expenditures for the years ended December 31, 1996 and 1995 were as follows
(in thousands):
                                                      1996      1995  
                                                    Combined
                                                    --------  --------
     Cash provided by (used by) operations          $13,942   $(2,441)
     Capital expenditures                            31,758    30,668 

Combined cash flow  from operations increased by  $16.4 million in 1996  as
compared  to 1995.  Approximately $12.0 million  of the 1996 increase was a
result  of changes  in  working capital  accounts  and the  remaining  $4.4
million change was  due to  improved operating results  in 1996,  excluding
change in control charges.    

Capital expenditures in 1996 primarily related to the  purchase of a jackup
rig located in  the Gulf of Mexico  for $21.3 million.   The remaining 1996
capital expenditures were for ongoing capital improvements to the Company's
drilling rigs.   Capital expenditures of $22.5  million in 1995  related to
the  purchase of  a jackup rig  and an  additional $8.2  million related to
ongoing capital improvements to the Company's drilling rigs.

Net cash used by investing activities was $31.6 million in 1996 as compared
to net cash  provided by investing activities of $29.8 million in 1995.  In
1995, the Company received net  proceeds of $38.8 million from the  sale of
property and equipment and invested $30.7 million in property and equipment

                                      9<PAGE>


additions.  Also included as  cash provided by investing activities in  the
1995  Statement of Cash Flows  was $22.0 million  previously restricted for
rig purchases at December 31, 1994.

Net cash used by financing activities was $15.8 million in 1996 as compared
to  $4.5 million in  1995, primarily  representing reductions  in long-term
borrowings.

Financing and Capital Resources

The Company's long-term debt, total capital  and debt to capital ratios are
summarized below (in thousands, except percentages):

                                            1996      1995  
                                          --------  --------
     Long-term debt                       $134,387  $138,163
     Total capital                         356,882   278,309
     Long-term debt to total capital           38%       50%

The  Company's long-term  debt  at December  31,  1996 consisted  of  $99.4
million ($95.0  million  face  amount)  of  the  Company's  9  7/8%  senior
subordinated notes  (the  "Notes")  due January  2004,  and  $35.0  million
outstanding under the  Company's revolving credit facility.   In connection
with the Merger, the Company refinanced its  outstanding bank debt of $41.8
million  with proceeds  of $45.0  million from a  new $50.0  million credit
facility (the  "Sub-Facility")  established  under  the  terms  of  ENSCO's
amended  and restated $150.0 million revolving credit facility with a group
of international banks.  In November 1996, the Company repaid $10.0 million
of borrowings under the Sub-Facility  and  in  December  1996  reduced  the 
availability under the  Sub-Facility  to $35.0 million.  Also in connection
with  the  Merger, the Company assigned a $5.0 million premium to the Notes 
as a result of purchase accounting. In July 1996, the Company redeemed $5.0
million (face amount) of the Notes pursuant to an offer required to be made
under the terms of the Notes as a result of the Merger.
   
Total  capital  increased  in   1996  from  1995,  due  primarily   to  the
recapitalization  of the Company in connection with the Merger in which the
$218.4  million  purchase price  was  attributed to  the  net stockholder's
equity of the Company.

The Company's liquidity  position is summarized below (in thousands, except
ratios): 

                                            1996      1995  
                                          --------  --------
     Cash and cash equivalents            $ 9,397    $42,830
     Working capital                       14,219     55,612          
     Current ratio                            1.8        3.6

Based on current  industry conditions, management  believes cash flow  from
operations, the Company's existing debt  facility and the Company's working
capital  should be  sufficient to  fund the  Company's short  and long-term
liquidity needs.


                                     10<PAGE>


   PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This   report   contains  forward-looking   statements  based   on  current
expectations  that involve a number of risks and uncertainties.  Generally,
forward-looking  statements include  words or  phrases such  as "management
anticipates", "the  Company believes", "the Company  anticipates" and words
and phrases of  similar impact.   The forward-looking  statements are  made
pursuant  to safe  harbor provisions  of the Private  Securities Litigation
Reform Act of 1995.   The factors that could cause actual results to differ
materially  from the forward looking statements include the following:  (i)
industry conditions and competition, (ii) cyclical nature of  the industry,
(iii) worldwide  expenditures for  oil and gas  drilling, (iv)  operational
risks  and  insurance, (v)  risks  associated  with  operating  in  foreign
jurisdictions, (vi) environmental liabilities which may arise in the future
which  are not  covered by  insurance  or indemnity,  (vii)  the impact  of
current and  future laws and  government regulation,  as well as  repeal or
modification of same, affecting the oil and  gas industry and the Company's
operations in particular, and (viii) the risks described from  time to time
in  the  Company's  reports  to  the Securities  and  Exchange  Commission.
Significant  and unexpected  deterioration  in oil  and natural  gas prices
could  adversely affect the level of offshore drilling activity the Company
believes is sustainable in 1997.

































                                     11<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Financial Statements:                                                  Page

   Reports of Independent Accountants ................................  13
   Consolidated Balance Sheet at December 31, 1996 and 1995 ..........  14
   Consolidated Statement of Operations for the periods
      June 13, 1996 to December 31, 1996, January 1, 1996 to
      June 12, 1996 and for the two years ended December 31, 1995 ....  15
   Consolidated Statement of Cash Flows for the period
      June 13, 1996 to December 31, 1996, January 1, 1996 to
      June 12, 1996 and for the two years ended December 31, 1995 ....  16
   Notes to Consolidated Financial Statements ........................  17

The  Financial  Statement  Schedules  are  omitted  because  they  are  not
applicable or the required information is shown in the financial statements
or notes thereto.




































                                     12<PAGE>


                    REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Directors of Dual Holding Company

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations and of cash flows listed under Item 8
of  this Form 10-K present fairly,  in all material respects, the financial
position of Dual Holding Company and its subsidiaries (Successor entity) at
December 31, 1996, and the results of their operations and their cash flows
for the  period June  13,  1996 to  December 31,  1996  in conformity  with
generally accepted  accounting principles.  These  financial statements are
the responsibility of the Successor entity's management; our responsibility
is to express an opinion on these financial statements based  on our audit.
We conducted our  audit 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 audit  provides a reasonable
basis for the opinion expressed above.

/s/ Price Waterhouse LLP
Dallas, Texas
January 28, 1997, except as to Note 4, which is as of February 27, 1997

                     REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Directors of Dual Holding Company

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations and of cash flows listed under Item 8
of this Form 10-K present  fairly, in all material respects, the  financial
position of  Dual Holding Company and its subsidiaries (Predecessor entity)
at December  31, 1995, and the  results of their operations  and their cash
flows for the period January  1, 1996 to June 12, 1996 and for  each of the
two  years in  the  period  ended December  31,  1995,  in conformity  with
generally accepted  accounting principles.  These  financial statements are
the   responsibility   of   the   Predecessor   entity'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.

/s/ Price Waterhouse LLP
Dallas, Texas
January 28, 1997

                                     13<PAGE>


                   DUAL HOLDING COMPANY AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                  (in thousands, except for share amounts)


                                                         DECEMBER 31,     
                                                   -----------------------
                                                      1996   |    1995    
                                                   --------- | -----------
                                                   SUCCESSOR | PREDECESSOR
                      ASSETS                                 |
CURRENT ASSETS                                               |
   Cash and cash equivalents  . . . . . . . . .     $  9,397 |  $ 42,830  
   Accounts receivable, net . . . . . . . . . .       11,713 |    22,015  
   Other current assets . . . . . . . . . . . .       10,009 |    12,400  
      Total current assets  . . . . . . . . . .       31,119 |    77,245  
                                                             |
PROPERTY AND EQUIPMENT, AT COST . . . . . . . .      285,536 |   282,310  
   Less accumulated depreciation  . . . . . . .      (12,053)|   (85,881) 
      Property and equipment, net . . . . . . .      273,483 |   196,429  
                                                             |
OTHER ASSETS, NET . . . . . . . . . . . . . . .       99,655 |    30,088  
                                                    $404,257 |  $303,762  
                                                             |
       LIABILITIES AND STOCKHOLDERS' EQUITY                  |
CURRENT LIABILITIES                                          |
   Accounts payable . . . . . . . . . . . . . .     $  1,267 |  $  5,069  
   Accrued liabilities and other  . . . . . . .       15,633 |    10,026  
   Current maturities of long term debt . . . .            - |     6,538  
      Total current liabilities . . . . . . . .       16,900 |    21,633  
                                                             |
LONG TERM DEBT  . . . . . . . . . . . . . . . .      134,387 |   138,163  
DEFERRED INCOME TAXES . . . . . . . . . . . . .       19,485 |     1,796  
OTHER LIABILITIES . . . . . . . . . . . . . . .       10,990 |     2,024  
                                                             |
COMMITMENTS AND CONTINGENCIES . . . . . . . . .              |
                                                             |
STOCKHOLDERS' EQUITY                                         |
   Common stock ($.10 par value, 10,000 shares               |
      authorized and 1,000 shares issued and                 |
      outstanding at December 31, 1996 and $.01              |
      par value, 50 million shares authorized                |
      and 15.8 million shares issued and                     |
      outstanding at December 31, 1995) . . . .            - |       158  
   Additional paid in capital . . . . . . . . .      218,431 |   173,793  
   Retained earnings (deficit)  . . . . . . . .        4,064 |   (33,386) 
   Treasury stock at cost . . . . . . . . . . .            - |      (419) 
      Total stockholders' equity  . . . . . . .      222,495 |   140,146  
                                                    $404,257 |  $303,762  


 The accompanying notes are an integral part of these financial statements.



                                     14<PAGE>


<TABLE>
<CAPTION>
                   DUAL HOLDING COMPANY AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF OPERATIONS
                   (in thousands, except per share data)


                                                 JUNE 13,   |  JANUARY 1,           
                                                 1996 TO    |   1996 TO       YEAR ENDED     YEAR ENDED
                                               DECEMBER 31, |   JUNE 12,     DECEMBER 31,   DECEMBER 31,
                                                   1996     |     1996           1995           1994    
                                                SUCCESSOR   | PREDECESSOR    PREDECESSOR    PREDECESSOR 
     <S>                                       <C>          | <C>            <C>            <C>
     OPERATING REVENUES.......................   $  43,625  |   $ 53,542       $ 85,889       $104,265
                                                            |
                                                            |
     OPERATING EXPENSES                                     |
       Operating costs........................      18,565  |     37,346         60,229         78,571
       Depreciation and amortization..........      13,351  |      8,768         19,608         24,943
       Change in control......................           -  |     22,005              -              -
       General and administrative.............       2,640  |      3,757          7,563          8,979
                                                    34,556  |     71,876         87,400        112,493 
                                                            |
                                                            |
     OPERATING INCOME (LOSS)..................       9,069  |    (18,334)        (1,511)        (8,228)
                                                            |
                                                            |
     OTHER INCOME (EXPENSE)                                 |
       Interest income........................         757  |        846          2,400          1,651 
       Interest expense.......................      (6,864) |     (6,484)       (14,705)       (12,734)
       Gain on sale of assets, net............           -  |          -          5,127            994
       Other, net.............................         (42) |        268            336          1,164
                                                    (6,149) |     (5,370)        (6,842)        (8,925)
                                                            |
                                                            |
     INCOME (LOSS) BEFORE INCOME TAXES........       2,920  |    (23,704)        (8,353)       (17,153)
                                                            |
                                                            |
     PROVISION (BENEFIT) FOR INCOME TAXES.....      (1,144) |        628            885             43
                                                            |
                                                            |
     NET INCOME (LOSS)........................   $   4,064  |   $(24,332)      $ (9,238)      $(17,196)
                                                            |
                                                            |
     NET INCOME (LOSS) PER SHARE..............   $   4,064  |   $  (1.54)      $   (.59)      $  (1.09)
                                                            |
                                                            |
     WEIGHTED AVERAGE SHARES OUTSTANDING......           1  |     15,810         15,766         15,780

</TABLE> 

 The accompanying notes are an integral part of these financial statements.




                                     15<PAGE>



<TABLE>
<CAPTION>
                   DUAL HOLDING COMPANY AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                               (in thousands)

 
                                                 JUNE 13,   |  JANUARY 1,           
                                                 1996 TO    |   1996 TO       YEAR ENDED     YEAR ENDED
                                               DECEMBER 31, |   JUNE 12,     DECEMBER 31,   DECEMBER 31,
                                                   1996     |     1996           1995           1994    
                                                SUCCESSOR   | PREDECESSOR    PREDECESSOR    PREDECESSOR 
     <S>                                       <C>          | <C>            <C>            <C>
     OPERATING ACTIVITIES                                   |
       Net income (loss).......................  $  4,064   |   $(24,332)      $ (9,238)      $(17,196)
       Adjustments to reconcile net income                  |
         (loss) to net cash provided (used) by              |
         operating activities:                              |
           Depreciation and amortization.......    13,351   |      8,768         19,608         24,943
           Deferred income tax benefit.........    (2,725)  |       (645)          (892)        (2,281)
           Gain on disposition of assets.......         -   |       (167)        (5,127)          (994)
           Recognition of deferred income......         -   |     (2,941)        (4,191)        (4,966)
           Recognition of deferred expense.....        29   |      1,357          1,597          2,545
           Non-cash compensation expense.......         -   |      9,667              -          1,179
           Other...............................      (352)  |         58              -              -    
           Changes in operating assets and                  |
             liabilities:                                   |
               (Increase) decrease in accounts              |
                  receivable...................     9,943   |     (3,985)        (3,067)         9,022
               (Increase) decrease in other                 |
                 current assets................      (654)  |      5,584           (424)           879
               Increase (decrease) in accounts              |
                 payable.......................      (699)  |     (4,777)           485         (8,373)
               Increase (decrease) in accrued               |
                 liabilities...................    (9,372)  |     11,770         (1,192)           782
               Increase (decrease) in customer              |
                 prepayments...................         -   |          -              -          6,911
                   Net cash provided (used) by              |
                     operating activities......    13,585   |        357         (2,441)        12,451 
                                                            |
     INVESTING ACTIVITIES                                   |
       Additions to property and equipment.....    (8,609)  |    (23,149)       (30,668)       (67,543)
       Cash segregated for rig purchases.......         -   |          -         22,000         (2,200)
       Proceeds from sale of assets............     1,622   |        208         38,804            914
       Other...................................         -   |     (1,688)          (288)             -     
         Net cash provided (used) by                        |
           investing activities................    (6,987)  |    (24,629)        29,848        (68,829)
                                                            |
     FINANCING ACTIVITIES                                   |
       Issuance of Senior Subordinated debt....         -   |          -              -        100,000
       Proceeds from long-term borrowings......    45,000   |          -              -         49,000
       Reduction of long-term borrowings.......   (57,097)  |     (2,586)        (4,299)       (86,550)
       Cash (pledged) received for letters                  |
         of credit.............................     6,367   |     (7,443)
       Debt issuance costs.....................         -   |          -              -         (4,325)





       Purchase of treasury stock..............         -   |          -              -           (419)
       Other...................................         -   |          -           (203)           726
         Net cash provided (used) by                        |
           financing activities................    (5,730)  |    (10,029)        (4,502)        58,432
                                                            |
     INCREASE (DECREASE) IN CASH AND                        |
       CASH EQUIVALENTS........................       868   |    (34,301)        22,905          2,054
                                                            |
     CASH AND CASH EQUIVALENTS, BEGINNING OF                |
       PERIOD..................................     8,529   |     42,830         19,925         17,871
                                                            |
     CASH AND CASH EQUIVALENTS, END OF PERIOD..  $  9,397   |   $  8,529       $ 42,830       $ 19,925

</TABLE>
 The accompanying notes are an integral part of these financial statements.








































                                     17<PAGE>


                   DUAL HOLDING COMPANY AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES

Organization and Basis of Presentation

    Dual Holding Company was  acquired by ENSCO on June 12, 1996,  at which
time the Company  became a wholly-owned  subsidiary of ENSCO.   See Note  2
"Merger."  From 1990 to 1993, the Company was  wholly-owned by Dual Invest,
a Norwegian corporation.  In August 1993, the  Company completed an initial
public offering of shares  of its common stock, which reduced Dual Invest's
ownership interest in the Company to approximately 59.6% of the outstanding
common stock.

    The  consolidated  financial statements  include  the  accounts of  the
Company and  its subsidiaries.   All significant intercompany  accounts and
transactions have  been eliminated.  The  consolidated financial statements
included  herein present  the  results of  the  Company during  the  period
(January  1, 1996  to June  12, 1996)  prior to  the  Merger ("Predecessor"
entity)  as  well as  the  period  (June 13,  1996  to  December 31,  1996)
subsequent to the Merger ("Successor" entity).  The financial statements of
the  Predecessor  and  Successor  entities are  not  comparable  in certain
respects  because of differences between  the cost bases  of the assets and
liabilities held by  the Predecessor compared to  that of the  Successor as
well  as  the  effect on  the  Successor's  operations  for adjustments  to
depreciation  and  amortization,  interest  income,  interest  expense, and
income taxes.  The accounting policies apply to both the Predecessor entity
and the Successor entity unless otherwise noted.

Pervasiveness 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
related  revenues  and   expenses,  and   disclosure  of   gain  and   loss
contingencies  at the  date of  the financial  statements.   Actual results
could differ from those estimates.

Cash Equivalents

    For  purposes of the  consolidated balance sheet and  statement of cash
flows,  the  Company considers  all highly  liquid  investments to  be cash
equivalents if  they have maturities of three months or less at the date of
purchase.

Foreign Currency Translation

    The U.S. dollar  is the  functional currency for  all of  the Company's
foreign operations.  Exchange gains and losses were not  significant in any
period presented.



                                     18<PAGE>



Property and Equipment

    Under the  Successor entity, depreciation on drilling  rigs and related
equipment  is computed using the straight line method over estimated useful
lives  ranging from  4 to  12 years.   Depreciation  of other  equipment is
computed using the straight line method over estimated useful lives ranging
from 2 to 6 years.

    Under  the  Predecessor  entity,  certain  assumptions  were   modified
effective  January  1,  1995 for  the  capitalization  and depreciation  of
property and  equipment to  reflect a  change in  (i) the  estimated useful
lives  of its rig  fleet and betterments  and major overhauls  to such rigs
and, (ii) the estimated salvage value of the rigs.  The  change in estimate
provided for the depreciation of platform rigs on a straight-line basis for
a period up to  12 years from the date the rig first entered service, or up
to 10 years from the date of a major refurbishment to the rig.  Jackup rigs
were depreciated on a straight-line  basis for a period up to 25 years from
the date the rigs first entered service.  An estimated salvage value of 10%
and  15% was assumed for platform rigs  and jackup rigs, respectively.  The
change  in  estimated useful  lives of  the  Company's rig  fleet decreased
annual depreciation expense in 1995 by $5.9 million, or $.37 per share.

    Maintenance and repair costs are charged to expense as incurred.  Major
renewals and improvements are capitalized.  Upon  retirement or replacement
of assets, the related  cost and accumulated depreciation are  removed from
the accounts and the resulting gain or loss is included in income.

Goodwill

    Goodwill  arising from  the acquisition  by ENSCO  is amortized  on the
straight-line basis  over a  period  of 40  years.   See  Note 2  "Merger."
Predecessor goodwill resulted from  the acquisition by Dual Invest  in June
1990  and was  written-off  in 1996  as a  result  of purchase  accounting.
Amortization  of goodwill was $1.2 million for  the period June 13, 1996 to
December 31,  1996, $770,000  for the  period January 1,  1996 to  June 12,
1996, and $1.7 million for  each of the years  1995 and 1994.   Accumulated
amortization of goodwill at December 31, 1996 and 1995 was $1.2 million and
$9.5 million, respectively.  On a  periodic basis the Company estimates the
undiscounted  future cash flows to be generated by the Company's operations
to ensure the carrying value of goodwill has not been impaired.

Impairment of Assets

    In  1996, the Company adopted Statement of Financial Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived  Assets and for Long-
Lived Assets  to Be  Disposed Of," which  did not have  an impact  upon the
Company.  As required, the Company evaluates the realizability of its long-
lived assets,  including property  and equipment and  goodwill, based  upon
expectations of undiscounted cash flows before interest.

Revenue Recognition

    The Company's drilling contracts generally provide for payment on a day
rate basis, and revenues are recognized as the work is performed.

                                     19<PAGE>


Income Taxes

    Deferred tax  liabilities and assets are recognized for the anticipated
future tax effects of temporary differences between the financial statement
basis and the tax basis  of the Company's assets and liabilities  using the
enacted  tax  rates in  effect  at year  end.   A  valuation  allowance for
deferred tax assets  is recorded when it is  more likely than not  that the
benefit from the deferred tax asset will not be realized.

Income Per Share

    Income per share has been computed based on the weighted average number
of  common shares  outstanding during  the applicable period.   See  Note 5
"Stockholders' Equity."

Stock Based Employee Compensation

    In October 1995,  the Financial Accounting Standards  Board issued SFAS
No.  123,  "Accounting  for Stock-Based  Compensation,"  which  establishes
accounting  and reporting  standards for  various stock  based compensation
plans.   SFAS No. 123 encourages the  adoption of a fair value based method
of accounting for employee stock options, but permits continued application
of the accounting method prescribed by Accounting  Principles Board Opinion
No. 25  ("Opinion 25"), "Accounting  for Stock Issued  to Employees."   The
Company  has elected  to continue  to apply  the provisions of  Opinion 25.
Under Opinion  25, if  the exercise  price of  the Company's  stock options
equals the market value  of the underlying stock  on the date of  grant, no
compensation  expense is recognized.   SFAS No. 123  requires disclosure of
pro forma information regarding net income and earnings per share as if the
Company had accounted for its  employee stock options under the  fair value
method of the statement.

Reclassifications

    Certain previously  reported amounts have been  reclassified to conform
to the 1996 presentation.

2.  MERGER

On  June  12,  1996, the  Company  was  acquired  by  ENSCO in  a  purchase
acquisition.  The Merger was  approved on that date by the  stockholders of
the Company who received 0.625 shares of ENSCO common stock  for each share
of the Company's common stock.   The Company's stockholders of record as of
June 12, 1996 received, in the aggregate, approximately 10.1 million shares
of ENSCO  common stock in connection with  the acquisition, resulting in an
acquisition price of $218.4 million.              

In conjunction with the  Merger, the Company charged $22.0  million against
operating results  for certain  items.   These items  included compensation
paid  in the ordinary  course of business  as well as  other costs directly
related  to the  Merger process.    The primary  items composing  the $22.0
million of operating charges were as follows (in thousands):


                                     20<PAGE>



       Cashless exercise of stock options      $ 9,667
       Compensation and severance payments
         to employees                            8,773
       Fee paid to investment advisor            3,000
       Other                                       565
           Total                               $22,005

The Company  used the purchase method  to record the Merger.   The purchase
price allocation has been based  on preliminary estimates of fair  value of
the assets acquired and liabilities assumed and is subject to adjustment as
additional information  becomes available and  is evaluated.   The  primary
areas  subject to further purchase price adjustment are reserves associated
with insurance related  matters and taxes.   The excess  of purchase  price
over net assets acquired approximated $100.7 million and is being amortized
over 40 years.  

In connection  with the Merger,  the name of  the Company was  changed from
DUAL DRILLING COMPANY to Dual Holding Company and the  capital structure of
the  Company was changed.  Prior to  the Merger, the Company was authorized
to issue 50.0 million  shares of its $.01 par value  common stock, of which
16.1 million  shares were outstanding as of June 12, 1996, and 10.0 million
shares of  its preferred stock, of  which none were outstanding  as of June
12, 1996.    Under the  terms  of  the Company's  restated  certificate  of
incorporation filed June 12, 1996, the Company is only authorized  to issue
10,000 shares of its $.10 par value common stock.  As of December 31, 1996,
the Company had issued 1,000 shares of its $.10 par value common stock, all
of which were held by ENSCO.

The following  unaudited  pro  forma  information  shows  the  consolidated
results of  operations for the years ended December 31, 1996 and 1995 based
upon adjustments to the  historical financial statements of the  Company to
give effect to the Merger as if such Merger had occurred on January 1, 1995
(in thousands, except per share data):
                                            1996       1995   
                                          --------  ----------
         Operating revenues               $97,167    $ 91,016 
         Operating income (loss)            9,966      (1,958)
         Net income (loss)                    145     (12,363)
         Net income (loss) per share          145     (12,363)

The  pro  forma consolidated  results  of  operations are  not  necessarily
indicative  of  the  actual  results  that  would  have  occurred  had  the
acquisition occurred  on January 1, 1995,  or of results that  may occur in
the future.











                                     21<PAGE>


3.  PROPERTY AND EQUIPMENT

Property and  equipment at  December 31,  1996  and 1995  consisted of  the
following (in thousands):
                                            1996        1995  
                                         Successor  Predecessor
                                         ---------  -----------
       Drilling rigs and equipment        $282,130    $279,946
       Other                                    65       2,364
       Work in progress                      3,341           -
                                          $285,536    $282,310

In September 1996,  the Company retired  two platform rigs located  off the
coast of California.   The rigs were dismantled and  their major components
were sold to ENSCO at fair market value as spare capital assets.

In May  1996, the Company  purchased a jackup  rig located  in the Gulf  of
Mexico, which  the Company previously  operated under a  charter agreement,
for $21.3 million.   Proceeds from  certain asset sales  in 1995 that  were
previously disclosed  as restricted for  purchase of replacement  assets or
repurchase of indebtedness were used to purchase the rig.        

During May 1995, the Company sold a jackup rig  to an unrelated third party
for cash totaling $19.4 million.   At the time of the sale,  the jackup was
operated by the Company in the Gulf of Mexico.  The Company realized a gain
of $4.1 million from the sale of the rig.

In June 1995,  the Company purchased a  jackup rig for approximately  $22.5
million from an unrelated third party.  Proceeds of  $22.0 million received
from  the Company's credit facilities, which were previously restricted for
rig  acquisitions, were applied to the  purchase of the rig.   Also in June
1995, the  Company sold  a 51%  undivided interest  in  a jackup  rig to  a
Malaysian company for cash of  $13.8 million.  The Company recorded  a gain
of $2.2 million from the sale of the interest in the rig.

In August 1995, the Company sold a platform rig to an unrelated third party
under a purchase option agreement entered into by the Company  in May 1993.
The rig was sold for cash of $6.8 million and the Company recognized a loss
of $1.2 million on the sale.  Concurrent with the sale, the Company entered
into a 46-month contract to manage and operate the rig.

During 1994, the Company recognized  a deferred gain on the sale  of assets
of $1.0 million.  The gain resulted from the earlier  sale and charter-back
by the Company of two jackup rigs, one each in 1991 and 1990.  The sale and
charter-back  transactions  generated a  gain  of  $10.0 million  and  $8.8
million in 1991  and 1990, respectively.   These amounts were  deferred and
recognized over the primary terms of the respective rig charter agreements.
As of  December 31, 1994,  the deferred  gains resulting from  the two  rig
transactions had been fully recognized.






                                     22<PAGE>



4.  LONG-TERM DEBT

Long-term debt  at December 31, 1996 and 1995 consists of the following (in
thousands):
                                            1996       1995   
                                         Successor Predecessor
                                         --------- -----------  
    Revolving credit facility             $ 35,000   $      - 
    Secured term loans                           -     44,701 
    Senior subordinated notes due 2004      94,986    100,000 
    Premium on senior subordinated notes     4,401          - 
                                           134,387    144,701 
    Less current maturities                      -     (6,538)
    Total long-term debt                  $134,387   $138,163 

The Company's bank  debt outstanding prior to the Merger  was refinanced on
June 13, 1996.   The Company borrowed $45.0 million  in accordance with the
terms  of a  $50  million revolving  credit  facility (the  "Sub-Facility")
established  under the terms of ENSCO's amended and restated $150.0 million
revolving  credit  facility  with  a  group  of  international  banks  (the
"Facility").   Substantially all of the proceeds  from the $45.0 million of
borrowings were used to refinance $41.8 million of the Company's bank debt.
In November 1996, the Company repaid $10.0 million  of borrowings under the
Sub-Facility and in December  1996 reduced the availability under  the Sub-
Facility to $35.0 million.  The Facility provides the option to increase or
decrease the availability  under the Sub-Facility  by transferring  between
sub-facilities available amounts up  to $15.0 million at the  discretion of
ENSCO and the Company.   The interest rate  on the Sub-Facility is  tied to
London  InterBank Offered Rates and at  December 31, 1996 the interest rate
on the $35.0 million  outstanding under the  Sub-Facility was 6.785%.   The
Sub-Facility is  collateralized by  certain of  the Company's jackup  rigs,
which had a combined net book value of $100.2 million at December 31, 1996.
The balance outstanding  under the  Facility, and Sub-Facility,  is due  in
October 2001.

On  February 27,  1997, ENSCO  further amended  and restated  its revolving
credit facility which increased the overall availability under the Facility
to $200.0 million and reduced the  interest rate margin under the Facility.
As a result  of this amendment, the  Company's availability under the  Sub-
Facility increased from $35.0 million to $50.0 million.

In  January  1994, the  Company  completed  an  offering  of  9 7/8% senior
subordinated notes  (the "Notes")  with  an aggregate  principal amount  of
$100.0 million.   The Notes  are due January  2004 and interest  is payable
semiannually.  The Notes are unsecured obligations of  the Company, and, as
such, are subordinated to  the Company's obligations under its  bank credit
facilities.  The Notes are guaranteed by substantially all of the Company's
principal subsidiaries.   The Notes' indenture  contains certain covenants,
including limitation  on restricted payments,  indebtedness, disposition of
proceeds  of  asset  sales,  transactions  with  affiliates,  payments   of
dividends and other  payment restrictions, sale-leaseback  transactions and
restrictions  on mergers, consolidations and transfer of assets.  The Notes
are redeemable at the  option of the  Company, in whole or  in part, at any
time on or after January 15, 1999.

                                     23<PAGE>


In July 1996, the Company redeemed $5.0 million (face amount)  of the Notes
pursuant to an  offer required  to be  made under  the terms  of the  Notes
following the  Merger.  Additionally,  as of December  31, 1996, ENSCO  had
purchased $23.2 million (face amount) of the Notes on the open market.  The
full $95.0 million (face amount) of the Company's Notes and related premium
are shown as outstanding in the Company's  consolidated balance sheet as of
December 31, 1996.

Maturities of  long-term debt, excluding the  premium on the  Notes, are as
follows:  $35.0 million in 2001 and $95.0 million in 2004.

5.  STOCKHOLDERS' EQUITY (in thousands)
<TABLE>
<CAPTION>
                                         $.10 par     $.10 par     $.01 par      $.01 par             
                                          Common       Common       Common        Common    Additional    Retained 
                                          Stock        Stock        Stock         Stock       Paid-In     Earnings     Treasury
                                          Shares       Amount       Shares        Amount      Capital    (Deficit)       Stock 
                                         --------     --------     --------      --------   ----------   ---------     --------
<S>                                      <C>          <C>          <C>           <C>        <C>          <C>           <C>     
BALANCE AT DECEMBER 31, 1993..........                              15,807         $ 158     $172,485    $ (6,952)             
    Net loss..........................                                                                    (17,196) 
    Amortization of deferred compen-
      sation..........................                                                          1,179 
    Reclassification of IPO expense...                                                            129 
    Purchase of treasury stock........                                 (41)                                            $  (419)

BALANCE AT DECEMBER 31, 1994..........                              15,766           158      173,793     (24,148)        (419)
    Net loss..........................                                                                     (9,238)             

BALANCE AT DECEMBER 31, 1995..........                              15,766           158      173,793     (33,386)        (419)
     Cashless exercise of stock options                              1,048            10       20,166                          
    Purchase of treasury stock........                                (710)                                            (13,583)
    Net loss through June 12, 1996....                                                                    (24,332)             
    Change of control.................     1,000      $      -     (16,104)         (168)      24,472      57,718       14,002 
    Net income June 13, 1996 to
      December 31, 1996...............                                                                      4,064              

BALANCE AT DECEMBER 31, 1996..........     1,000      $      -            -        $    -    $218,431     $ 4,064      $     - 
</TABLE>
See Note 2 "Merger."

6.  EMPLOYEE BENEFIT PLANS

Incentive Stock Plans

Prior  to the Merger, the  1993 Long-Term Incentive  Plan (the "1993 Plan")
provided  for the granting of any or  all of the following types of awards:
(i) stock  options, including  Incentive  stock options  and  non-qualified
stock  options, (ii)  stock appreciation  rights ("SARs"),  in tandem  with
stock  options or  freestanding, (iii)  restricted stock,  (iv) performance
share awards, and  (v) stock value equivalent awards.   In conjunction with
the Merger, the 1993 Plan was terminated and all outstanding shares granted
pursuant to the 1993 Plan were exchanged for ENSCO common stock.

                                     24<PAGE>

Stock Options -  The table  below summarizes the  transactions relating  to
stock options. (shares in thousands)
<TABLE>
<CAPTION>
                                                                    1996                       1995                1994
                                                            --------------------       --------------------       ------
                                                                       WEIGHTED-                  WEIGHTED-
                                                                        AVERAGE                    AVERAGE 
                                                                       EXERCISE                   EXERCISE 
                                                            SHARES       PRICE         SHARES       PRICE         SHARES
                                                            -------    ---------       ------     ---------       ------
       <S>                                                  <C>        <C>             <C>        <C>             <C>   
       Outstanding, beginning of year . . . . . . . . .      1,059       $10.04          830        $12.75          300 
       Granted  . . . . . . . . . . . . . . . . . . . .          -                     1,059         10.04          550 
       Exercised  . . . . . . . . . . . . . . . . . . .     (1,048)       10.04            -             -            - 
       Exchanged for ENSCO common stock in Merger . . .        (11)        9.83            -             -            - 
       Canceled or forfeited  . . . . . . . . . . . . .          -            -         (830)        12.75          (20)
       Outstanding, end of year . . . . . . . . . . . .          -            -        1,059        $10.04          830 
</TABLE>




































                                     25<PAGE>


In  August 1995,  the  Compensation Committee  of  the Company's  Board  of
Directors  (the  "Committee") approved  the  cancellation  of 806,000  then
outstanding  management options and the  issuance of 951,000  options.  The
options cancelled had been granted by the Committee in August 1993 (270,000
options) and October 1994  (536,000 options) at exercise prices  of $14.000
and $12.125, respectively.  The options granted  in August 1995 were issued
at $10, the market price of the common stock on the date of the grant.

In  connection with the Merger, the 1993  Plan was amended to allow for the
cashless exercise of outstanding  stock options prior to the Merger date or
the exchange  of options  for shares  of ENSCO common  stock on  the Merger
date.   As  a result  of  this change,  the  Company recorded  a charge  of
approximately $9.7 million which  is included in Change in  Control expense
in the consolidated statement of operations.

Under SFAS No. 123, the Company is required to disclose information related
to  net income  and  earnings per  share  as if  it had  accounted  for its
employee stock options under  the fair value provisions of  that statement.
For the options granted by the Company in 1995, the Company determined that
such grants accounted for under the provisions  of the SFAS No. 123 did not
have a  material impact on  net income or earnings  per share in  1995.  As
discussed above, the  Company amended the 1993 Plan in  connection with the
Merger  which resulted in  a charge recorded  by the  Company in accordance
with   the   provisions   of   Opinion   25   and   related   authoritative
interpretations.  The Company determined that the expense recognized  under
SFAS No.  123 in 1996  would not have  been materially different  than that
recognized under Opinion 25.

Restricted  Stock -  The  1993 Plan  provided that  shares of  common stock
subject to certain restrictions  may be awarded to eligible  employees from
time to  time as determined by  the Compensation Committee of  the Board of
Directors.  In 1993, 55,210 shares  of Restricted Stock were granted to key
employees.   As of  December 31, 1995,  all but 30,000  of the  shares were
fully vested.   As a result of the  Merger, all shares of  Restricted Stock
were immediately vested  and were exchanged  for ENSCO common stock.   Non-
cash  compensation expense  in  the amount  of  approximately $600,000  was
recognized  during 1994 relating to these shares.   As of December 31, 1994
all  compensation  expense  related to  the  55,210  share  grant had  been
recognized.

Dual Invest AS Stock Option Compensation Plan - Certain key employees  were
granted options in December 1991 to purchase Dual Invest AS shares pursuant
to the Dual Invest AS Plan.  In connection with the initial public offering
of  Dual  equity  securities in  1993,  such  employees  relinquished their
options under  the Dual Invest Plan  in exchange for direct  grants by Dual
Invest of shares of common stock of the Company owned by Dual Invest.  Dual
Invest granted an aggregate  of 117,647 shares of common  stock pursuant to
this plan.  All shares awarded under the Dual Invest Plan were fully vested
as of December 31,  1994.  Non-cash compensation expense  recognized during
1994 for these awards was approximately $600,000.

Defined Contribution Plan

Effective  June 30,  1996,  the DUAL  DRILLING  COMPANY Thrift  and  401(k)
Retirement  and Savings  Plan  (the "Retirement  Plan")  was frozen.    All

                                     26<PAGE>


participants  who remained employees of  the Company after  the Merger were
allowed  to become  participants in  the ENSCO  Savings Plan.   As  soon as
regulatory  approvals are obtained, the Retirement Plan will be merged into
the  ENSCO  Savings Plan.    Costs  incurred by  the  Company for  matching
contributions  under the  Retirement Plan  were approximately  $300,000 for
1996 and $600,000 for each of the years 1995 and 1994.

Health Care and Life Insurance Benefits

Prior to  the Merger,  the Company  provided certain  health care and  life
insurance benefits for substantially all its active and  retired employees.
Health  care benefits were self-insured up to specified limits per incident
and were made available on a contributory basis.  Effective  June 30, 1996,
all Company health care  and life insurance benefit plans  were terminated.
Company employees who  were retained by ENSCO subsequent to the Merger were
provided  health care  and life insurance  benefits through  ENSCO's plans.
ENSCO  does  not provide  any contributory  health  care or  life insurance
benefits to its retired employees.

Statement of Accounting Standards No. 106, "Employer's Accounting for Post-
Retirement Benefits Other  Than Pensions" requires that the  estimated cost
of  such benefits be accrued  during the employee's  active service period.
The Company had historically recognized the cost of certain post-retirement
benefits on  an accrual basis consistent with  the requirements of SFAS No.
106.   The net health  care costs accrued in  1996 were immaterial  and the
recorded  liability at  June 12,  1996 was  eliminated as  a result  of the
Merger  and related  termination  of the  Company's  health care  and  life
insurance benefit plans.  The components of net post-retirement health care
costs for the years ended December 31, 1995 and 1994 are detailed below (in
thousands):
                                                         1995    1994 
                                                         ----    ---- 
    Service cost - benefits earned during the period..   $ 65    $ 71 
    Interest cost on accumulated post-retirement
      benefit obligation..............................     42      32 
        Net post-retirement health care cost..........   $107    $103 

Benefits  under the  Company's  post-retirement health  care plan  were not
funded.  The status  of the plan as of December 31, 1995 was as follows (in
thousands):
                                                         1995         
    Actuarial present value of accumulated post-         ----
      retirement benefit obligation:
    Retirees and dependents...........................   $ 84 
    Active employees eligible for benefits............    173 
    Active employees not yet eligible for benefits....    317 
      Accrued post-retirement health care liability...   $574 

The assumed health  care cost trend rate used in  measuring the accumulated
post-retirement benefit obligation was 13% for 1995, gradually declining to
5% by the year 2003 and remaining at that level thereafter.   The effect of
a one percentage point increase in the assumed health care  cost trend rate
for each  future year on (i) the portion of the accumulated post-retirement
benefit  obligation applicable to health  care benefits as  of December 31,
1995 and  (ii) the net post-retirement  health care cost for  the year then

                                     27<PAGE>



ended would not be material.  The assumed discount rate used in determining
the accumulated post-retirement benefit obligation was 7.25% for 1995.

Supplemental Executive Retirement Plan

In June 1993, the Company implemented the Supplemental Executive Retirement
Plan  (the "Plan"), a defined benefit  pension plan covering certain of its
executive officers.  In conjunction with the Merger, the Company, ENSCO and
the  Plan participants  agreed  to terminate  the  Plan and  distribute  an
aggregate $2.3 million to  the participants.  As such, the Company recorded
pension cost related to the Plan  of approximately $1.7 million in 1996, of
which $1.2  million  is recorded  in  Change  in Control  expenses  in  the
consolidated statement of  operations.  The  Plan termination liability  of
$2.3  million was recorded in Accrued Liabilities and Other at December 31,
1996 and was subsequently paid in January 1997.

The components  of net pension cost  for the years ended  December 31, 1995
and 1994 are detailed below (in thousands).
                                                         1995     1994 
                                                         ----     ---- 
    Service cost - benefits earned during the period..   $207     $212 
    Interest cost on projected benefit obligation.....     71       15 
    Net amortization and deferral.....................     30        4 
       Net pension cost...............................   $308     $231 

The following table outlines the funded  status of the Plan and the amounts
recognized in the Company's  consolidated balance sheet as of  December 31,
1995 (in thousands).
                                                       1995   
    Actuarial present value of plan benefits         -------- 
      Vested......................................   $   868  
      Non-vested..................................        98  
      Accumulated benefit obligation..............       966  
      Effect of projected salary increases........        46  
    Projected benefit obligation (PBO)............     1,012  
    Plan assets at fair value.....................         0  
    Projected benefit obligation in excess of 
      plan assets.................................    (1,012) 
    Unrecognized net gain.........................      (200) 
    Prior service cost not yet recognized in net
      periodic pension cost.......................       543  
    Adjustment required to recognize minimum 
      liability...................................      (297) 
    Pension liability included in Other            
      Liabilities on the Consolidated Balance 
      Sheet.......................................    $ (966) 

The  assumed rate of increase in future  compensation was 3% for 1995.  The
discount  rate used  to  calculate  the  actuarial  present  value  of  the
projected benefit obligation was 7.5% for 1995.





                                     28<PAGE>


7.  INCOME TAXES

The Company had income  (loss) of $(13.7) million, $(33.6)  million, $(6.7)
million and $(4.1) million from its  operations before income taxes in  the
United  States and  income (loss)  of $16.7  million, $9.9  million, $(1.7)
million  and $(13.0)  million from  its operations  before income  taxes in
foreign  countries for  the  period June  13,  1996 to  December 31,  1996,
January 1, 1996 to June 12, 1996  and for the years ended December 31, 1995
and 1994, respectively.

The provisions for income taxes for the years ended December 31, 1996, 1995
and 1994  are summarized as follows (in thousands):

                                1996        1996    
                              Successor  Predecessor    1995      1994   
                              ---------  -----------   ------   -------- 
    Current: 
       Federal...............  $     -      $    -     $    -    $   171 
       State.................        -           -         24          - 
       Foreign...............    1,581       1,273      1,753      2,157 
          Total current......    1,581       1,273      1,777      2,328 

    Deferred:
       Federal...............   (4,113)       (645)         -     (2,341)
       Foreign...............    1,388           -       (892)        56 
          Total deferred.....   (2,725)       (645)      (892)    (2,285)

    Total....................  $(1,144)     $  628     $  885    $    43 



























                                     29<PAGE>


     Deferred income tax assets and liabilities as  of December 31, 1996 and
1995 are summarized as follows (in thousands):
     
                                                       1996       1995  
                                                    Successor Predecessor
    Deferred tax assets:                             --------  ----------
       Domestic:
          Deferred interest deduction............     $     -   $   250 
          Deferred compensation..................       4,045       621 
          Net operating loss carryforward........      17,153    13,454 
          Liabilities not deductible for tax
             purposes............................       3,225         - 
          Other..................................       2,829       502 
       Foreign:
          Net operating loss carryforward........          90       178 
       Gross deferred tax assets.................      27,342    15,005 
       Valuation allowance.......................           -    (5,757)
       Net deferred tax assets...................    $ 27,342   $ 9,248 

    Deferred tax liabilities:
       Domestic:
          Excess of net book basis over tax basis    $ 33,429  $ 5,113  
          Deferred installment gain..............       3,186    3,186  
          Undistributed foreign earnings.........         771      771  
       Foreign:
          Excess of net book basis over tax basis       5,288    1,974  
       Total deferred tax liability..............      42,674   11,044  
       Less:  Net deferred tax assets............     (27,342)  (9,248) 
       Net deferred tax liability................      15,332    1,796  
       Add:  Current deferred tax asset..........       4,153           
       Long term deferred tax liability..........    $ 19,485  $ 1,796  

The  following  is  a reconciliation  of  the  provision  for income  taxes
calculated  at  the  U.S.  federal income  tax  rate  to  the  income taxes
reflected in the consolidated statement of operations:

                                 1996        1996   
                               Successor  Predecessor    1995      1994   
Current:                       ---------  -----------  --------  -------- 
Income tax expense (benefit) 
  at U.S. federal tax rate....  $ 1,022     $(8,296)   $(2,924)  $(5,878) 
Increase (decrease) in tax 
  resulting from:
    Effects of foreign taxes..   (2,804)      1,845      1,868     2,909  
    Goodwill amortization.....      434         272        604       587  
    Change in valuation 
      allowance...............        -       6,807      2,082     3,675  
    Non-deductible 
      expenditures............        -           -          -       879  
    Items not related to 
      current year operations.        -           -       (946)   (2,052) 
    Other.....................      204           -        201       (77) 
    Income tax expense 
      (benefit)...............  $(1,144)    $   628    $   885   $    43  


                                     30<PAGE>


At December 31, 1996, the  Company had regular and alternative minimum  tax
net  operating loss carryforwards of approximately  $49.0 million and $21.7
million,  respectively,  and  foreign  tax  credit  carryforwards  of  $1.0
million.   If  not utilized,  the regular  and alternative minimum  tax net
operating loss  carryforwards expire  in 2009  and 2010.   The  foreign tax
credit carryforward expires in 2001.

As a result  of the Merger, the  Company is now included in  the ENSCO U.S.
consolidated tax return.  The Merger also results in the utilization of the
Company's  net operating  loss carryforwards  being subject  to limitations
imposed by  the Internal Revenue Code  of 1986.  However,  the Company does
not expect such limitations to  have an effect upon its ability  to utilize
its net operating loss carryforwards.

It  is  the policy  of the  Company to  consider  that income  generated in
foreign subsidiaries is permanently invested.  A significant portion of the
Company's  undistributed  foreign  earnings  at  December  31,  1996   were
generated  by   controlled  foreign  corporations.     A  portion   of  the
undistributed  foreign earnings were taxed,  for U.S. tax  purposes, in the
year that  such earnings arose.   Upon distribution of  foreign earnings in
the  form  of  dividends or  otherwise,  the  Company  may  be  subject  to
additional  U.S.  income taxes.   However,  deferred  taxes related  to the
future remittance of these funds are  not expected to be significant to the
financial statements of the Company.































                                     31<PAGE>


8.  COMMITMENTS AND CONTINGENCIES

Leases and Contracts

    The Company  is obligated under leases  for certain of  its offices and
equipment.   Rental expense relating  to operating leases  was $532,000 for
the  period June  13  through December  31, 1996,  $407,000 for  the period
January 1 through June 12, 1996, and $1.1 million and $1.2 million  for the
years  ended  December 31,  1995 and  1994,  respectively.   Future minimum
rental  payments  under   the  Company's  noncancellable  operating   lease
obligations having initial  or remaining lease terms in excess  of one year
are as follows:  $564,200 in 1997; $415,800 in 1998 and $53,400 in 1999.

    The Company's  domestic rigs are  bareboat chartered  to ENSCO Offshore
Company, a wholly owned subsidiary of ENSCO.  Fixed daily rates are paid to
the  Company under  one  year bareboat  charter agreements.    See Note  10
"Related Party Transactions."

    One of the Company's  rigs is  owned 49% by  the Company and  51% by  a
Malaysian  company ("Malaysian  Company").   Under  terms  of an  operating
agreement  between the Company and the Malaysian Company, the Company makes
a charter payment to the Malaysian Company when the rig  is operating under
a drilling contract.

    The Company makes  payments to ENSCO under a Master  Services Agreement
for support services  for the Company's operations.   See Note  10 "Related
Party Transactions."

Insurance

    Prior  to the  Merger, the  Company was  self-insured for  its maritime
claims exposure that provided for self-insured limits of up to $500,000 for
each claim.  Effective June 12,  1996, the Company's insurance coverage was
increased  to levels  consistent with ENSCO's  policies which,  among other
things, limits  the exposure to maritime claims  to $25,000 for each claim.
Based on  current information, the  Company has provided  adequate reserves
for such claims.

Letters of Credit

    The Company maintains  legally restricted cash balances with a  bank as
collateral for letters of credit issued by the bank for providing bid bonds
and performance bonds required  on drilling contracts in which  the Company
may bid  or be  awarded.   These restricted  cash balances  aggregated $1.1
million at December 31, 1996 and are included in Other Current Assets.

    At December  31, 1996, there  were no other  contingencies, claims,  or
lawsuits  against the Company, which,  in the opinion  of management, would
have a material effect on its financial condition or results of operations.





                                     32<PAGE>


9.  GEOGRAPHIC REGION INFORMATION AND MAJOR CUSTOMERS

     The  Company's 10 jackup rigs  and eight platform  rigs (including one
which is  managed but  not owned)  are located  in the  Gulf of Mexico  and
throughout Asia.   Business  levels for  the Company  and for  the offshore
contract  drilling  industry, in  general,  are  significantly affected  by
worldwide expenditures for oil and gas drilling.  Expenditures  for oil and
gas drilling  activity fluctuate based  upon many factors,  including world
economic  conditions, the  legislative environment  in the  U.S. and  other
major countries, production levels  and other activities of OPEC  and other
oil and gas producers,  and the impact that these and other  events have on
the current and expected future pricing of oil and natural gas.

     The following shows  geographic region information  for the  Successor
period June 13, 1996 to December  31, 1996, the Predecessor period  January
1, 1996 to  June 12, 1996,  and for the years  ended December 31,  1995 and
1994 (in thousands):
<TABLE>
<CAPTION>                                               GEOGRAPHIC REGION

                                                               North                     South      Corporate
                                                              America       Asia        America      & Other      Total  
        <S>                                                  <C>          <C>           <C>         <C>         <C>      
        June 13,1996 - December 31, 1996 (Successor)
        Revenues  . . . . . . . . . . . . . . . . . . .      $ 19,093     $ 24,532      $           $           $ 43,625 
        Operating income (loss) . . . . . . . . . . . .         8,314        3,395                    (2,640)      9,069 
        Identifiable assets . . . . . . . . . . . . . .       280,968      123,289                               404,257 

        January 1, 1996 - June 12,1996 (Predecessor)
        Revenues  . . . . . . . . . . . . . . . . . . .      $ 32,424     $ 21,118      $           $           $ 53,542 
        Operating income (loss) . . . . . . . . . . . .         2,189        5,239                   (25,762)    (18,334)

        1995
        Revenues  . . . . . . . . . . . . . . . . . . .      $ 47,106     $ 38,783      $           $           $ 85,889 
        Operating income (loss) . . . . . . . . . . . .           358        5,694                    (7,563)     (1,511)
        Identifiable assets . . . . . . . . . . . . . .       180,069      123,500          191            2     303,762 

        1994
        Revenues  . . . . . . . . . . . . . . . . . . .      $ 62,719     $ 39,348      $ 2,198     $           $104,265 
        Operating income (loss) . . . . . . . . . . . .         6,241       (5,886)         409       (8,992)     (8,228)
        Identifiable assets . . . . . . . . . . . . . .       213,900      108,518          192           11     322,621 
</TABLE>
     During the period June  13, to December 31,  1996, revenues from  four
customers accounted for 24%, 23%, 15% and 13% of total revenues.

     During the  period January  1,  to June  12, 1996,  revenues from  one
customer  accounted for  15%  of  total  revenues  and  revenues  from  two
customers each accounted for 13% of total revenues.  

     During  1995, revenues from three customers accounted for 17%, 14% and
11% of total revenues.

     During 1994,  revenues from  two customers  each  approximated 12%  of
total revenues.

                                     33<PAGE>


10. RELATED PARTY TRANSACTIONS

    Effective  June  13,  1996,  each   of  the  Company's  domestic  rigs,
currently  consisting  of two  jackup rigs  and  seven platform  rigs, were
bareboat chartered to  ENSCO Offshore Company ("ENSCO  Offshore"), a wholly
owned subsidiary  of  ENSCO, to  achieve  certain operating  and  marketing
efficiencies.   The  terms of  the bareboat  charter agreements  with ENSCO
Offshore provide for fixed daily rates to be paid to the Company, which the
Company believes  are reasonable and  representative of the  environment in
which the rigs operate.  Each respective bareboat charter rate is increased
for any capital expenditures made by the Company on a chartered rig and the
rate is reduced to 50% of the normal rate if a rig is idle for more than 30
days.  The  initial term of the  bareboat charter  agreements  is one year,
with automatic one year extensions, unless either  party gives at least one
month's prior notice of  termination.   Revenues  relating to the  bareboat
charter  agreements were $10.5  million  for  the  period June 13, 1996  to
December 31, 1996.

    On June 13, 1996, the  Company entered into a Master Services Agreement
with ENSCO.   Under  the  terms of  the  Master Services  Agreement,  ENSCO
provides certain shorebase and corporate support services for the Company's
domestic and foreign operations.  The Company pays ENSCO a  monthly fee for
these  services under  the  Master Services  Agreement,  which the  Company
believes   is  reasonable  for   the  services   provided.     General  and
administrative expense  relating to the Master Services  Agreement was $2.6
million for the period from June 13, 1996 to December 31, 1996.

    ENSCO holds a portion  of the Company's Notes  as of December 31, 1996.
See Note 4 "Long-Term Debt."   Interest expense relating to the 9 7/8% Notes
held by ENSCO was $1.2 million for the year ended December 31, 1996.

    At December 31, 1996, the Company had a  net liability due to ENSCO  of
approximately  $859,000  which  is  recorded  in  Accounts Payable.

    During  1994, the  Company  received  assistance in  securing insurance
coverage from Mosvold Brokers  AS, a Norwegian company that  was associated
with Dual Invest  until late 1995.  For its  assistance, Mosvold Brokers AS
received   brokerage  commissions  from   insurance  underwriters  totaling
approximately $0.2 million.

    The Company  has  performed  contract  drilling services  for  Newfield
Exploration  Company  ("Newfield"),  from  which  revenues  earned  totaled
approximately $3.0  million during  the year  ended December  31, 1994.   A
former director  of the Company  from August  1993 to May  1995, serves  as
Chairman and Chief Executive Officer of Newfield.









                                     34<PAGE>


11. SUPPLEMENTAL FINANCIAL INFORMATION

Consolidated Balance  Sheet  Information.    Accounts  receivable,  net  at
December 31, 1996 and 1995 consisted of the following (in thousands):

                                                     1996        1995  
                                                   Successor  Predecessor
                                                   ---------  -----------
     Trade  . . . . . . . . . . . . . . . . .        $11,518    $19,338 
     Other  . . . . . . . . . . . . . . . . .            343      3,022 
                                                      11,861     22,360 
     Allowance for doubtful accounts  . . . .           (148)      (345)
                                                     $11,713    $22,015 

Other  current  assets at  December  31,  1996 and  1995  consisted of  the
following (in thousands):
                                                     1996        1995  
                                                   Successor  Predecessor
                                                   ---------  -----------
     Trust-Supplemental executive retirement
     plan   . . . . . . . . . . . . . . . . .        $ 2,292    $     - 
     Refundable foreign withholding tax   . .              -      3,878 
     Deposits   . . . . . . . . . . . . . . .          1,224        207 
     Prepaid taxes    . . . . . . . . . . . .          1,416        472 
     Prepaid expenses   . . . . . . . . . . .            509      1,623 
     Inventory  . . . . . . . . . . . . . . .              -      5,603 
     Current deferred tax asset   . . . . . .          4,153          - 
     Other  . . . . . . . . . . . . . . . . .            415        617 
                                                     $10,009    $12,400 

Other  assets at December 31, 1996 and  1995 consisted of the following (in
thousands):
                                                      1996        1995  
                                                   Successor  Predecessor
                                                   ---------  -----------
     Goodwill   . . . . . . . . . . . . . . .        $99,410    $25,032 
     Other  . . . . . . . . . . . . . . . . .            245      5,056 
                                                     $99,655    $30,088 

Accrued  liabilities at  December  31,  1996  and  1995  consisted  of  the
following (in thousands): 
                                                      1996        1995  
                                                   Successor  Predecessor
                                                   ---------  -----------
     Operating expenses   . . . . . . . . . .        $ 7,303    $ 5,033 
     Payroll  . . . . . . . . . . . . . . . .          3,091      2,443 
     Taxes  . . . . . . . . . . . . . . . . .          2,378        864 
     Insurance  . . . . . . . . . . . . . . .          2,500          - 
     Other  . . . . . . . . . . . . . . . . .            361      1,686 
                                                     $15,633    $10,026 





                                     35<PAGE>


Consolidated Statement of Operations Information.  Maintenance and  repairs
expense for the years ended December 31, 1996, 1995 and 1994 are as follows
(in thousands):

                                    1996       1996
                                 Successor  Predecessor    1995      1994  
                                 ---------  -----------  --------  --------
   Maintenance and repairs . . .  $ 3,029     $ 5,911    $10,295   $10,388


Consolidated Statement  of Cash Flows  Information.  The  1996 consolidated
statement of cash flows excludes  the non cash issuance of common  stock in
the merger of the Company with ENSCO as described in Note 2 "Merger."

Cash paid  for interest and income  taxes for the years  ended December 31,
1996, 1995 and 1994 are as follows (in thousands):

                                    1996       1996 
                                 Successor  Predecessor    1995      1994  
                                 ---------  -----------  --------  --------
   Interest. . . . . . . . . . .  $ 6,326     $ 6,915     $14,147   $8,280
   Income taxes. . . . . . . . .    1,317       1,696       2,011    2,962 

Fair  Value of  Financial Instruments.    The  following disclosure  of the
estimated  fair value of financial  instruments is made  in accordance with
the requirements  of Statement of  Financial Accounting Standards  No. 107,
"Disclosures about  Fair Value  of Financial  Instruments."   The estimated
fair value amounts  have been  determined by the  Company, using  available
market  information  and  appropriate valuation  methodologies.    However,
considerable judgement is  required in interpreting market data  to develop
the estimates of fair  value.  Accordingly, the estimates  presented herein
are  not necessarily  indicative  of the  amounts  that the  Company  could
realize  in  a current  market  exchange.    The  use of  different  market
assumptions and/or  estimation methodologies may have a  material effect on
the estimated fair value amounts.  The carrying amounts and  estimated fair
values at December 31, 1996 and 1995 are as follows (in thousands):

                                 December 31, 1996    December 31, 1995 
                                     Successor           Predecessor    
                                -------------------  -------------------
                                          Estimated            Estimated
                                Carrying     Fair    Carrying     Fair
                                 Amount     Value     Amount     Value  
                                --------  ---------  --------  ---------
Liabilities - long-term debt,
  including current maturities  $134,387  $137,867   $144,701  $139,201

The estimated fair values were determined as follows:

Quoted market price  for the Notes  and interest  rates that are  currently
available  to the  Company  for issuance  of  debt with  similar terms  and
remaining maturities are used to estimate fair value for bank debt issues. 

The estimated fair value of the Company's cash and cash equivalents, short-
term  investments,  receivables,  trade   payables  and  other  liabilities

                                     36<PAGE>


approximated their carrying values at December 31, 1996 and 1995.

Concentration of Credit  Risk.    Financial instruments  which subject  the
Company  to concentrations of credit  risk consist principally  of cash and
cash  equivalents and  trade  receivables.    At  December  31,  1996,  the
Company's trade receivables are predominantly from major international  oil
companies  and government-owned oil companies.  The Company's cash and cash
equivalents are maintained in major banks and high grade investments.  As a
result,  the  Company  believes the  credit  risk  in  such instruments  is
minimal.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.







































                                     37<PAGE>


                                         PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

Not required under the reduced disclosure format.


ITEM 11.  EXECUTIVE COMPENSATION

Not required under the reduced disclosure format.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Not required under the reduced disclosure format.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not required under the reduced disclosure format.


































                                     38<PAGE>


                                         PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial  statements,  financial  statement  schedules  and  exhibits
     filed as part of this report:
                                                                 Page
     (1)  Financial Statements of Dual Holding Company
              Reports of Independent Accountants                  13
              Consolidated Balance Sheet                          14
              Consolidated Statement of Operations                15
              Consolidated Statement of Cash Flows                16
              Notes to the Consolidated Financial Statements      17

     (2)  Exhibits

          The  following instruments are  included as  exhibits to this
          report.  Exhibits incorporated  by reference are so indicated
          by parenthetical information.

EXHIBIT NO.         DESCRIPTION

  2            -    Agreement and  Plan of Merger among ENSCO International
                    Incorporated,   DDC   Acquisition  Company   and   DUAL
                    DRILLING COMPANY dated  March 21, 1996 (incorporated by
                    reference to exhibit (C)(1)  to the Company's  Form 8-K
                    as filed  with the  Securities and Exchange  Commission
                    on April 1, 1996).
  2.1          -    Principal   Stockholders   Agreement    between   ENSCO
                    International  Incorporated  and  Dual Invest  AS dated
                    March  21, 1996 (incorporated  by reference to Appendix
                    D  to   the  ENSCO  (File   No.  1-8097)   Registration
                    Statement  on Form  S-4,  as  amended, filed  with  the
                    Securities and Exchange Commission on May 10, 1996).
  2.2          -    Amendment No. 1 to Agreement  and Plan of Merger  dated
                    May  7, 1996, between ENSCO International Incorporated,
                    DDC  Acquisition  Company  and  DUAL  DRILLING  COMPANY
                    (incorporated  by reference to  exhibit 2.2  of  Amend-
                    ment  No.  1 to  the  ENSCO  International Incorporated
                    Registration Statement  on Form S-4 filed May 10, 1996,
                    Registration No. 333-3411).
  3            -    Certificate  of  Merger   of  DDC  Acquisition  Company
                    merging  into DUAL  DRILLING COMPANY  (incorporated  by
                    reference  to  exhibit   No.  3  to  the   Registrant's
                    Quarterly Report  on Form 10-Q for the quarterly period
                    ended June 30, 1996).
  3.1          -    Certificate   of   Incorporation  of   DDC  Acquisition
                    Company,  as  amended  (incorporated  by  reference  to
                    exhibit No.  3.1 to the  Registrant's Quarterly  Report
                    on Form  10-Q for the  quarterly period ended June  30,
                    1996).


                                     39<PAGE>


EXHIBIT NO.         DESCRIPTION

  10           -    Amendment No.  1  dated as  of  June  13, 1996  to  the
                    Amended and  Restated Credit  Facility Agreement  dated
                    as of September  27, 1995  by and among  ENSCO Offshore
                    Company and ENSCO Offshore U.K. Limited, as  borrowers,
                    and Christiania Bank  OG Kreditkasse, New York  Branch,
                    and den Norske Bank AS,  New York Branch, as  the Banks
                    (incorporated by  reference   to exhibit  No. 10.25  to
                    the ENSCO International  Incorporated (File No. 1-8097)
                    Form  10-Q for  the  quarterly  period ended  June  30,
                    1996).
  10.1         -    First Preferred Fleet Mortgage  dated June 13,  1996 by
                    ENSCO Offshore  Company II  and Bankers Trust  Company,
                    as  trustee for  the  benefit  of Christiania  Bank  OG
                    Kreditkasse, New York Branch,  and den Norske  Bank AS,
                    New York  Branch (incorporated by reference  to exhibit
                    No.  10.27  to  the  ENSCO  International  Incorporated
                    (File  No. 1-8097) Form  10-Q for  the quarterly period
                    ended June 30, 1996).
  10.2         -    Form  of   Standard  Bareboat   Charter  between  ENSCO
                    Offshore  Company  and  the  Company  (incorporated  by
                    reference    to exhibit  No.  10.2 to  the Registrant's
                    Quarterly Report  on Form 10-Q for the quarterly period
                    ended June 30, 1996).
  10.3         -    Form  of   Standard  Platform  Charter  between   ENSCO
                    Offshore  Company  and  the  Company  (incorporated  by
                    reference    to exhibit  No.  10.3 to  the Registrant's
                    Quarterly Report  on Form 10-Q for the quarterly period
                    ended June 30, 1996).
  10.4         -    Master  Services Agreement  between ENSCO International
                    Incorporated   and   the   Company   (incorporated   by
                    reference    to exhibit  No.  10.4 to  the Registrant's
                    Quarterly Report  on Form 10-Q for the quarterly period
                    ended June 30, 1996).
  10.5         -    DUAL  DRILLING  COMPANY Employees  Tax  Deferred/Thrift
                    Savings Plan and Trust  (filed as  exhibit 10.2 to  the
                    Company's Registration Statement on  Form S-1 (No.  33-
                    64550) and incorporated herein by reference).
  10.6         -    Long  Term  Team Incentive  Program  (filed  as exhibit
                    10.3 to  the Company's  Registration Statement  on Form
                    S-1   (No.   33-64550)   and  incorporated   herein  by
                    reference).
  10.7         -    MOSVOLD  SHIPPING  AS Stock  Option  Compensation  Plan
                    (filed  as exhibit 10.4  to the  Company's Registration
                    Statement  on Form S-1  (No. 33-64550) and incorporated
                    herein by reference).




                                     40<PAGE>


EXHIBIT NO.         DESCRIPTION

  10.8         -    Benefit Restoration  Plan (filed as exhibit 10.5 to the
                    Company's  Registration  Statement  on  Form  S-1  (No.
                    33-72744) and incorporated herein by reference).
  10.9         -    1993  Long Term Incentive  Plan (filed  as exhibit 10.6
                    to  the Company's  Registration  Statement on  Form S-1
                    (No. 33-72744) and incorporated herein by reference).
  10.10        -    Supplemental  Executive  Retirement  Plan    (filed  as
                    exhibit 10.7  to the  Company's Registration  Statement
                    on Form S-1 (No.  33-72744) and incorporated  herein by
                    reference).
  10.11        -    Office Lease,  dated as  of October  12, 1998,  between
                    Sherry  Lane  Associates  and  DUAL   DRILLING  COMPANY
                    (filed as exhibit  10.14 to the Company's  Registration
                    Statement on Form S-1  (No. 33-64550) and  incorporated
                    herein by reference).
  10.12        -    Dual    Drilling    Company    Non-Employee    Director
                    Compensation  Plan   (filed  as  exhibit   4.3  to  the
                    Registrant's Registration  Statement on  Form S-8  (No.
                    33-87634) filed on  December 24, 1994  and incorporated
                    herein by reference).
  10.13        -    Indenture  dated   January  15,   1994,  between   DUAL
                    DRILLING COMPANY  and Merrill Lynch & Co., with respect
                    to the issuance of Senior Subordinated Notes due 2004.
  10.14        -    Dual  Drilling Company  1993 Long-Term  Incentive  Plan
                    (filed as exhibit 4.1 to  the Registrant's Registration
                    Statement on  Form S-8 (No. 33-75528) filed on February
                    18, 1994 and incorporated herein by reference).
  10.15        -    Memorandum of  Agreement, dated March 28, 1995, between
                    SEADRILL  97,  INC. and  Egyptian Drilling  Company for
                    sale  of DUAL  RIG  97 (filed  as  exhibit 25.2  to the
                    Registrant's  Quarterly  Report  on Form  10-Q  for the
                    quarterly period ended March 31,  1995 and incorporated
                    herein by reference).
  10.16        -    Sale  and Purchase  Agreement,  dated April  10,  1995,
                    between  DUAL  DRILLING  COMPANY   and  Global   Marine
                    Australia,  Inc.,  for  the  purchase  of  DUAL  RIG 88
                    (filed as  exhibit 25.3 to  the Registrant's  Quarterly
                    Report  on  Form 10-Q  for  the quarterly  period ended
                    March 31, 1995 and incorporated herein by reference).
  10.17        -    Severance Pay  Plan dated  August 21,  1995 for  Office
                    Employees (filed as  exhibit 10.38 to the  Registrant's
                    Annual Report on Form  10-K for the year ended December
                    31, 1995 and incorporated herein by reference).
  10.18        -    Severance  Pay  Plan  dated  August  21,  1995  for Key
                    Operating &  Support Staff Employees  (filed as exhibit
                    10.39  to the Registrant's  Annual Report  on Form 10-K
                    for the year ended  December 31, 1995  and incorporated
                    herein by reference). 
  10.19        -    Severance  Pay  Plan  dated  August  21,  1995  for Key
                    Operating &  Engineering  Managers  (filed  as  exhibit
                    10.40  to the Registrant's  Annual Report  on Form 10-K
                    for the year ended  December 31, 1995  and incorporated
                    herein by reference). 

                                     41<PAGE>


EXHIBIT NO.         DESCRIPTION

  10.20        -    Employment  Agreement   of  Robert   F.  Chrone   dated
                    February 15, 1995 and as  amended February 15, 1995 and
                    August  21,   1995  (filed  as  exhibit  10.41  to  the
                    Registrant's  Annual Report on  Form 10-K  for the year
                    ended December  31,  1995  and incorporated  herein  by
                    reference).
 *27           -    Financial Data Schedule
_______________

*  Filed herewith


(b)    No Current Reports on  Form 8-K were filed by the Company during the
       fourth quarter of the year ended December 31, 1996.







































                                     42<PAGE>


                                       SIGNATURES


Pursuant to  the requirements  of Section  13 or  15(d)  of the  Securities
Exchange Act  of 1934,  the Registrant  has duly caused  this report  to be
signed  on its  behalf by  the undersigned,  thereunto duly  authorized, on
March 25, 1997.

                                   Dual Holding Company 
                                   (formerly DUAL DRILLING COMPANY)
                                              (Registrant)


                                   By:  /s/ C. CHRISTOPHER GAUT     
                                        --------------------------- 
                                            C. Christopher Gaut
                                            President 


Pursuant to the requirements of  the Securities Exchange Act of  1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.

          Signatures                    Title                    Date


  /s/  C. CHRISTOPHER GAUT        President and Director     March 25, 1997
  -----------------------------
       C. Christopher Gaut


  /s/   RICHARD A. WILSON         Vice President and         March 25, 1997
  -----------------------------   Director              
        Richard A. Wilson


  /s/     H. E. MALONE            Secretary and Director     March 25, 1997
  -----------------------------
          H. E. Malone 
















                                     43<PAGE>