Exhibit 10.107



                                  AMENDMENT

                                     TO

                           FIRST PREFERRED MORTGAGE

                              Dated July 9, 1996


                        READING & BATES EXPLORATION CO.

                                  in favor of

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee

                                 D. R. STEWART


      AMENDMENT to  FIRST PREFERRED MORTGAGE  made and  given this 9th  day of
July,  1996 between  READING  &  BATES  EXPLORATION  CO.  (herein  called  the
"Owner"), with offices at  901 Threadneedle, Suite 200, Houston,  Texas 77079,
and  WILMINGTON  TRUST COMPANY,  a Delaware  banking  corporation, not  in its
individual capacity  but solely  as indenture  trustee for  the  Banks and  as
mortgagee  (the "Trustee") with  offices at  Rodney Square  North, Wilmington,
Delaware 19890-0001.

WHEREAS:

(A)   The  Owner is the sole owner of  the whole of the offshore drilling unit
      D.R. STEWART  documented under the laws and flag of the United States of
      America with Official Number  626904 of 6,494 gross registered  tons and
      5,834 net registered tons (the "Rig").

(B)   By  a Credit Agreement dated as of  April 30, 1996 (as amended, restated
      or supplemented from time to time, the "Credit Agreement") among Reading
      &  Bates Corporation,  a  Delaware corporation  ("Holdings"), Reading  &
      Bates Drilling Co., an Oklahoma corporation  (the "Borrower"), the banks
      party thereto (the  "Banks"), Credit  Lyonnais New York  Branch, as  co-
      agent  (the "Co-Agent"), and  Christiania Bank og  Kreditkasse, New York
      Branch, as agent (the  "Agent"), it was agreed, among other things, that
      the  Banks would  make  available to  the Borrower  upon  the terms  and
      conditions therein  described a reducing revolving  credit facility (the
      "Facility")  in an  aggregate  amount at  any  time outstanding  of  One
      Hundred Million  United States  Dollars (US$100,000,000),  providing for
      the making of Loans and the  issuance of, and participation in,  Letters
      of Credit as contemplated therein.

(C)   To  secure the obligations of the  Borrower with respect to the Facility
      and   its  obligations  under  the   Credit  Agreement,  the  Owner  has
      authorized, executed  and delivered  a Subsidiary Guaranty  (as amended,
      restated or supplemented from time  to time, the "Subsidiary  Guaranty")
      dated April 30, 1996 in favor of  the Agent and the Banks and to  secure
      the  obligations of the Owner  under the Subsidiary  Guaranty, the Owner
      has executed and  delivered to  the Trustee a  first preferred  mortgage
      dated April 30, 1996 with respect to the Rig (the  "Mortgage") which was
      recorded at the National  Vessel Documentation Center on April  30, 1996
      in Book 96-21 at Page 89.  The form of the Credit Agreement and the form
      of the Subsidiary  Guaranty are attached to  the Mortgage as Exhibits  1
      and 2, respectively.

(D)   By an Amendment to  the Credit Agreement dated  as of July 9,  1996 (the
      "Amendment"),  the  form  of  which  Amendment  without  attachments  is
      attached  hereto as Exhibit 1  among Holdings, the  Borrower, the Banks,
      the Co-Agent  and the Agent, it  was agreed among other  things that the
      Banks  would increase  the amount  available to  the Borrower  under the
      Facility to an aggregate  amount at any time outstanding  of One Hundred
      Forty Million  United States  Dollars (US$140,000,000) subject  to semi-
      annual reductions as set forth therein.

(E)   In  order  to  secure  its  obligations  with  respect  to  the  Secured
      Indebtedness  under  the Subsidiary  Guaranty  and  the performance  and
      observance  of and  compliance  with all  of  the covenants,  terms  and
      conditions contained in the  Mortgage, as amended hereby, and  to induce
      the Banks  to enter into the  Amendment and for other  good and valuable
      consideration,  the   receipt  and   sufficiency  of  which   is  hereby
      acknowledged by the Owner,  the Owner has duly authorized  the execution
      and delivery of this Amendment to the Mortgage under and pursuant to the
      United  States Ship  Mortgage Act,  1920, as  amended, recodified  at 46
      U.S.C. 31301 et seq.

      NOW THIS AMENDMENT WITNESSETH AND IT IS HEREBY AGREED:

1.    DEFINITIONS AND INTERPRETATION

      1.01  Terms defined in  the Mortgage shall have the same meaning as used
            herein.

      1.02  The terms "Credit Agreement"  and "Subsidiary Guaranty" as defined
in Clause 1.01 of the Mortgage and as used in the Mortgage shall be  deemed to
refer  to the  Credit Agreement  as amended  by the  Amendment and  as further
amended,  restated or  supplemented  from time  to  time, and  the  Subsidiary
Guaranty as amended, restated or supplemented from time to time. 

      1.03  The term "Other Rigs" shall be amended to refer to the J.W. McLEAN
as  registered under  the laws  of the  Republic  of Panama   of  15,453 gross
registered tons  and 4,636 net registered tons, and shall also include (i) the
jack-up drilling  rig HARVEY H. WARD  owned by HRB Rig  Corporation documented
under the laws and flag of  the United States of America with Official  Number
642693 of  4,121 gross tons and  3,079 net registered tons,  (ii) the offshore
drilling rig Rig 41 owned  by the RB Drilling Co. documented under the laws of
the Republic of  Panama with Patente Number 22365-95 of  10,078 gross tons and
3,024 net registered tons and  (iii) the offshore drilling rig SEILLEAN  to be
acquired by the RB as contemplated by the Amendment.

      2.    CONFIRMATION OF MORTGAGE

      2.01  To secure  the  obligations  of  the Owner  under  the  Subsidiary
Guaranty,  the Owner confirms and ratifies the granting of a mortgage on and a
security interest in the Rig pursuant to the Clause 3.01 of the Mortgage.

      3.    RECORDING

      3.01  For the purpose of  recording this Amendment, the total  amount of
the  Mortgage is increased to U.S.$140,000,000 (One Hundred Forty Million U.S.
Dollars)  of  principal, plus  interest, fees,  commission and  performance of
mortgage  covenants.   The interest  of the  Owner in  the Rig  is 100%.   The
interest of the  Trustee in the Rig is 100%.  The discharge amount remains the
same as the total amount plus such other sums as shall be payable by the Owner
to the Banks under the Credit Agreement or the Subsidiary Guaranty.

      4.    RATIFICATION

      4.01  Except as expressly  amended hereby, the Mortgage remains  in full
force and effect. 



      IN  WITNESS  WHEREOF, the  Owner and  the  Mortgagee have  executed this
Amendment  on the date  written below,  to be effective  as of the  date first
written above.

READING & BATES EXPLORATION CO.



By:_______________________

Date:_______________



WILMINGTON TRUST COMPANY, as Indenture Trustee



By:________________________

Date:_______________



                                ACKNOWLEDGEMENT



STATE OF NEW YORK      )
                       )  S.S.
COUNTY OF NEW YORK     )


                  On  this 9th day of July, 1996 before me personally appeared
_________________ to me known who  being by me duly sworn did dispose  and say
that he  resides at  ____________________________, that  he is  __________ for
READING  & BATES  EXPLORATION  CO., the  corporation  described in  and  which
executed the  foregoing instrument;  and that  he signed  his name thereto  by
order of the Board of Directors of said corporation.


                          ___________________________
                                 Notary Public



                                ACKNOWLEDGEMENT

STATE OF NEW YORK      )
                       )  S.S.
COUNTY OF NEW YORK     )


                  On  this 9th day of July, 1996 before me personally appeared
_________________ to me known who being by  me duly sworn did dispose and  say
that he  resides at  ____________________________,  that he  is __________  of
WILMINGTON  TRUST COMPANY, the corporation described in and which executed the
foregoing instrument;  and that he  signed his  name thereto by  order of  the
Board of Directors of said corporation.



                          ___________________________
                                 Notary Public