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EXHIBIT 5
SPECIMEN OF LEGEND FOR COMMON STOCK CERTIFICATES
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Marine Drilling
Companies, Inc. and American Stock Transfer & Trust Company, dated as of
November 15, 1996 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of Marine Drilling Companies, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Marine Drilling Companies, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. As described in the Rights Agreement, Rights issued
to or acquired by any Acquiring Person or any Affiliate or Associate thereof
(each as defined in the Rights Agreement) shall, under certain circumstances,
become null and void.
