FOR IMMEDIATE RELEASE                                                    AT
THURSDAY, JANUARY 26, 1995                                   (202) 616-2771
                                                         TDD (202) 514-1888

           JUSTICE DEPARTMENT APPROVES RESTRUCTURED OFFSHORE OIL
                 FIELD SERVICES DEAL IN THE GULF OF MEXICO


     WASHINGTON, D.C. -- The Department of Justice's Antitrust
Division today approved a restructured merger between two marine
construction companies to benefit customers and preserve
competition for offshore oil field services in the United States
Gulf of Mexico. 
      McDermott International Inc. and Offshore Pipelines Inc.,
the two largest marine construction companies in the Gulf of
Mexico, proposed merging their domestic and international marine
construction operations.  The Department indicated to the parties
that the proposal raised serious antitrust concerns in furnishing 
barge services to lay pipe and providing derrick barge services
in the United States Gulf of Mexico, a $50 million a year
business.  Because of the Department's concerns, OPI will sell a
barge for laying pipe and a derrick barge to independent
competitors in the United States Gulf of Mexico, to preserve
competition.
     Barge services are critical to laying the pipeline and
erecting drilling structures for offshore oil and gas exploration
and production.  
     Anne K. Bingaman, Assistant Attorney General in charge of
the Antitrust Division, said, "The divestiture by OPI of the
pipelay barge and the derrick barge will preserve the competition
that would have been lost if the merger had taken place as
originally structured.  The independent oil companies, major oil
companies, and other customers of pipelay and derrick barge
services will benefit from the competition that the independent
competitors will provide to the merged company."
     McDermott and OPI are two of only a few providers of pipelay
and derrick barge services for certain water depths, pipe
diameters, and tonnage lift capacities.  OPI will sell the
pipelay barge to Sub Sea International Inc., and the derrick
barge to Global Industries Ltd.  
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95-046