SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K



                                 CURRENT REPORT

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



        Date of Report (date of earliest event reported): August 16, 1996



                          SONAT OFFSHORE DRILLING INC.
             (Exact name of registrant as specified in its charter)



                                    Delaware
                 (State or other jurisdiction of incorporation)



         1-7746                                           72-0464968
(Commission File Number)                       (IRS Employer Identification No.)



4 Greenway Plaza, Houston, Texas                             77046
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (713) 871-7500







Item 5     Other Events

           As more fully  described  in the  Registration  Statement on Form S-4
(No. 333-09105) of Sonat Offshore Drilling Inc. (the "Company"), the Company has
made an offer to acquire the shares of Transocean ASA ("Transocean"). Transocean
has provided to the Company the  following  information  regarding  Transocean's
results for the three and six month periods ending June 30, 1996 and 1995, which
are  presented  in  accordance  with  Norwegian  generally  accepted  accounting
principles.  Such principles  differ in certain  significant  respects from U.S.
generally  accepted  accounting  principles,  as discussed in such  Registration
Statement.

           Transocean had net income for the quarter ended June 30, 1996, of Nkr
344 million compared to a net loss of Nkr 9 million for the same period in 1995.
Operating  income for the three months ended June 30, 1996 and 1995,  was Nkr 51
million and Nkr 42 million, respectively. Revenues for the 1996 quarter were Nkr
796 million, compared to Nkr 759 million for the same period in 1995.

           For the six  months  ended  June 30,  1996,  net  income  was Nkr 320
million  compared to a net loss of Nkr 118 million for the six months ended June
30,  1995.  Operating  income for the six months  ended June 30, 1996 was Nkr 67
million  compared to a breakeven  position  for the  corresponding  1995 period.
Revenues  for the first six months of 1996 were Nkr 1,619  million  compared  to
revenues of Nkr 1,458 million in the 1995 period.

           The  increases  in net income for the three and six months ended June
30,  1996,  were  primarily  due  to a Nkr  332  million  gain  on the  sale  of
substantially  all of the  assets of Anchor  Drilling  Fluids.  Other  favorable
factors  impacting  net income  include a gain of Nkr 21 million  related to the
sale of the  Transocean No. 4, improved  dayrates and increased rig  utilization
and lower interest  expense due to the  refinancing of debt in December 1995 and
January 1996.  Interest expense  decreased Nkr 20 million from Nkr 50 million in
the  quarter  ended June 30,  1995 to Nkr 30 million in the  corresponding  1996
period.  For the six months ended June 30, 1996 and 1995,  interest  expense was
Nkr 66 million and Nkr 107 million,  respectively.  Partially  offsetting  these
favorable  results  were Nkr 36  million  of  expenses  related  to the  turnkey
operations in Argentina,  including a Nkr 22 million  provision for the possible
closing of the operation,  and decreased  operating income of Nkr 28 million due
to a strike by the employees of oil service companies in Norway.






                                    SIGNATURE
                                    ---------

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

                                                   SONAT OFFSHORE DRILLING INC.



                                                   By  /s/ Robert L. Long
                                                      -------------------------
Date:  August 16, 1996                                 Robert L. Long
                                                       Senior Vice President