8-K

                     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


                              September 25, 1996
               Date of Report (Date of earliest event reported)


                        AMERICAN OILFIELD DIVERS, INC.
           (Exact name of Registrant as specified in its charter)


         LOUISIANA                    0-22032            72-0918249
(State or other jurisdiction       (Commission        (I.R.S. Employer
     of incorporation)              File Number)     Identification Number)


                           130 East Kaliste Saloom Road
                            Lafayette, Louisiana 70508
              (Address of principal executive offices) (Zip Code)




                                (318) 234-4590
             (Registrant's telephone number, including area code)



                                Not Applicable
          (Former name or former address, if changed since last report)



Item 5.   Other Events.


     On  September  25,  1996,  American  Oilfield  Divers,  Inc.
("Registrant")  announced  the  mailing  of an offer by AOD
Acquisition Corp., a wholly-owned subsidiary of the Registrant, to
purchase for cash all of the outstanding common  shares  of  Hard
Suits, Inc., a Canadian company.

Item 7.   Financial Statements and Exhibits.

(a)  No financial statements are filed with this report.

(b)  Exhibits.

     99.1 Press release issued by the Registrant on September 25,
          1996  announcing  that  a  subsidiary of the Registrant
          mailed  an  offer  to purchase  for  cash  all  of  the
          outstanding common shares of Hard Suits Inc.

     99.2 Tender Offer Statement on Schedule 14D-1F dated September
          25, 1996 filed by AOD Acquisition Corp. with respect to
          the Common Shares of Hard Suits Inc., incorporated
          herein by reference thereto.


                            SIGNATURES

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.





                              By:  /s/     Cathy M. Green
                                   ______________________________

                                           Cathy M. Green
                                      Vice President - Finance
                                    and Chief Financial Officer
Dated:  September 26, 1996

EX-99

(BW)   (AMERICAN-OILFIELD-DIVERS)   (DIVE)  American  Oilfield
Divers makes announcement

     Business Editors

     LAFAYETTE, La.--(BUSINESS WIRE)--Sept. 25, 1996--American
Oilfield  Divers, Inc. ("AOD") (NASDAQ:DIVE)  today  announced
the mailing  of  an  offer  (the  "Offer")  by AOD Acquisition
Corp., a wholly-owned subsidiary, to purchase  for cash all of
the  outstanding  Common  Shares  of  Hard  Suits Inc.  ("Hard
Suits") at a price of $1.50 Canadian per Common  Share,  for a
total  purchase  price  of  approximately Canadian $15 million
(approximately U.S. $10.9 million).   Hard  Suits manufactures
the  NEWTSUIT(R),  a  one  atmosphere diving suit,  and  other
subsea robotic products.  The  Offer  expires  at  12:01  a.m.
(local  time)  on Oct. 17, 1996, unless extended or withdrawn.
AOD will satisfy  the Offer's cash requirements from available
working capital and from funds to be advanced under AOD's bank
line of credit in a principal amount equivalent to $19 million
Canadian.

     "It is our intent to continue Hard Suits operations as an
independent business  based  in Vancouver due to the potential
of its product lines and the synergies  which  exist  with our
existing  businesses"  said  George Yax, President and CEO  of
AOD.

     "It  will also allow the existing  shareholders  of  Hard
Suits to realize  a premium to the current market price of the
Common Shares."

     The Offer is conditional  upon, among other things, there
being validly deposited under the Offer and not withdrawn such
number  of  Common Shares as is required  in  order  for  AOD,
together with  its  affiliates,  to  own at least 50.1% of the
voting rights attaching to all of the  Common Shares and Class
"A"   Performance  Shares  of  Hard  Suits  outstanding   upon
completion  of the Offer (calculated on a fully-diluted basis)
and  upon  the   Hard   Suits'   Board   of   Directors  being
reconstituted  to  reflect  AOD's majority shareholding.   The
complete text of the conditions  to  the Offer is contained in
the takeover bid circular dated Sept. 25, 1996.

     AOD  is  a  leading provider of diving  services,  subsea
products,   marine   construction    and    engineering    and
environmental  services  to the offshore oil and gas industry,
primarily  in  the  U.S. Gulf  of  Mexico,  U.S.  West  Coast,
internationally and to  the U.S. inland market.  AOD's current
technology allows operations  up to 800 feet.  The acquisition
of Hard Suits will immediately  allow  operations to expand to
the  1200  foot  level  with the capability  of  deeper  water
expansion in the next twelve  months.  The acquisition of Hard
Suits represents AOD's entree into  deep water markets through
advanced technology.

     --30--DR/na*

     CONTACT:  American Oilfield Divers, Inc.
     Greg Rosenstein or Cathy Green, 318/234-4590