UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          ________________________

                                FORM 10-K/A

    (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

 (   )  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:   0-22032

                          ________________________

                       AMERICAN OILFIELD DIVERS, INC.

           (Exact Name of Registrant as Specified in its Charter)

           Louisiana                                72-0918249
   (State or Other Jurisdiction of    (I.R.S. Employer Identification Number)
    Incorporation or Organization)

                    130 East Kaliste Saloom Road     70508
                       Lafayette, Louisiana  (Zip Code)
                   (Address of Principal Executive Offices)

                                   318/234-4590
                         (Registrants telephone number,
                             including area code)

                             ________________________

      Indicate  by  check  mark  whether  the  registrant  (1) has filed all
      reports  required  to  be  filed  by  Section  13(b) or 15(d)  of  the
      Securities  Exchange Act of 1934 during the preceding  12  months  (or
      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 the Registrant's knowledge, in definitive
      proxy or information statements  incorporated by reference in Part III
      of this Form 10-K report or any amendment hereto.

      Aggregate  market value of the voting  stock  held  by  non-affiliates
      (affiliates  being,  for  these  purposes  only,  directors, executive
      officers,  and the holders of more than 5% of the registrant's  Common
      Stock) of the  registrant  as  of  December  31,  1996, based upon the
      closing sale price of the Common Stock on the Nasdaq National Market:
      $97,942,246
      Number  of  shares of Common Stock outstanding at February  28,  1997:
      10,463,248
                       DOCUMENTS INCORPORATED BY REFERENCE
      None.

<PAGE>

      American Oilfield Divers, Inc. (the "Company") hereby amends its
      Annual Report on Form 10-K for the year ended December 31, 1996 (the
      "Form 10-K") by filing Exhibit 99.1 (its Annual Report on Form 11-K
      pursuant to Section 15(d)) thereto.


                                     PART IV



Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (b)
              Exhibits

        99.1  Annual Report on Form 11-K


      Pursuant  to  the  requirements  of  the  Securities  Act of 1934, the
registrant has duly caused this amendment to be signed on its  behalf by the
undersigned, thereunto duly authorized.

                                             AMERICAN OILFIELD DIVERS, INC.

                                                   /s/ Cathy M. Green
                                                 -------------------------- 
                                                      Cathy M. Green
                                                 Corporate Controller and
                                                 Chief Accounting Officer

Date:  June 30, 1997

<PAGE>
                                   EXHIBIT INDEX




                                                     
                                                     
Exhibit No.                         Description      

99.1                 Annual Report on Form 11-K