EXHIBIT 10.8


                AMENDMENT NO. 3 TO TRUST INDENTURE


       THIS AMENDMENT NO. 3 TO TRUST INDENTURE dated as of November 29, 1995,
  among Reading &  Bates   Corporation,  a corporation organized and existing
  under the laws of the State of  Delaware ("RBC"), Reading & Bates  Drilling
  Co., a corporation organized and existing under the laws of  the  State  of
  Oklahoma ("RBD"), Reading & Bates Exploration Co., a  corporation organized
  and existing under the laws of the State of Oklahoma  ("RBX"), Reading  and
  Bates, Inc.,  a  corporation  organized  and existing under the laws of the
  State of Oklahoma ("RBI"), Reading and Bates Borneo Drilling  Co.,  Ltd., a
  corporation organized and existing under the laws of the State of  Oklahoma
  ("RBB"), Reading &  Bates  (A)  Pty.  Ltd.,  a  corporation  organized  and
  existing under the laws of Australia ("RBA") (RBC, RBD,  RBX, RBI,  RBB and
  RBA being referred to collectively as the "Borrowers" and individually as a
  "Borrower")  and Bank  One,  Texas, N.A.,  a national  banking association,
  as Trustee (the "Trustee").

                            W I T N E S S E T H:

            WHEREAS,  pursuant  to the  Credit Facility Agreement dated as of
  March 27, 1991, as amended May 24,  1991, June 28,   1991, August 30, 1991,
  June  30, 1992 and February 25, 1993 (as so  amended, the "Original  Credit
  Agreement"),  Internationale   Nederlanden  Bank  (formerly  known  as  NMB
  Postbank Groep, the "Lender") agreed to provide funding  to  certain of the
  Borrowers in  the  aggregate principal  amount  of up  to  USD 112,000,000;
  and

            WHEREAS, the Borrowers and  the Lender have restated the Original
  Credit Agreement as of April 27, 1995, as amended as of July 31,  1995  (as
  so amended the  "Restated  Credit Agreement"); and

            WHEREAS,  the  Borrowers  have  repaid Facility A  and terminated
  Facility B, with the agreement of the Lenders, and  the Lenders have agreed
  to release and delete the M. G. HULME,  JR.,  Official No.  651644  and JIM
  CUNNINGHAM, Official  No. 651643 as Vessels under this Indenture; and

            WHEREAS, the Lenders, the Borrowers  and  the  Assignee  wish  to
  further amend the terms of the Restated Credit Agreement and the Indenture.

            NOW THEREFORE, in consideration of the  above  recitals  and  for
  other good and valuable consideration, the receipt and sufficiency of which
  is hereby acknowledged, the parties agree to assign,  assume and  amend the
  Indenture effective as of the date hereof as follows:

                               Amendments to Indenture

       The Borrowers and the Assignee hereby agree that the Indenture shall be
  amended as follows:

       A.   The  definition of "Mortgages" in the Indenture is hereby amended
  to read as follows:

            "Mortgages"  means the First Preferred Fleet Mortgage granted  by
       RBX to the Trustee,  the  Australian  First  Registered Ship  Mortgage
       granted by RBA  to the Trustee,  the  First  Preferred  Fleet Mortgage
       granted by RBD to the  Trustee,  the  Panamanian  First Naval Mortgage
       granted by RBB  to the  Trustee,  and  the  Preferred  Fleet  Mortgage
       granted by RBD to  the Trustee, all as amended  from time  to time and
       executed or to  be  executed in respect of the Vessels as security for
       all amounts due and payable under  the Credit Agreement.

       B.   The  definition  of Pledges in the Indenture is hereby amended to
  read as follows:

            "Pledges" means the pledge of all of  the issued and   outstanding
       shares of RBD by  RBC, the pledge of all of the issued and  outstanding
       shares of RBI, RBX and RBB by RBD, and the pledge of all of the  issued
       and outstanding shares of RBA by RBX, all in favor of the Trustee as of
       the date hereof (with all renewals, extensions and amendments  thereof)
       as security  for  the  Borrowers' obligations under the Loan Documents.

       C.   The  definition of  "Vessels"  in the Indenture is hereby amended
  to read as follows:

            "Vessels" means the Australian flag  rig  RON TAPPMEYER, Official
       No.              , the United States flag rigs D. R. STEWART, Official
       No. 626904, D. K. McINTOSH, Official  No. 591662, W. D. KENT, Official
       No. 583169,  RANDOLPH YOST,  Official  No.  601699,  ROGER  W. MOWELL,
       Official No. 645360,  J. T. ANGEL,  Official No. 651645, JACK   BATES,
       Official No. 906283   and  the   Panamanian  flag  rig CHARLEY GRAVES,
       Permanent Patente No. 6618-76-B.

       D.   All references in the Indenture to the  Original Credit  Facility
  Agreement  shall mean  the  Restated  Credit Agreement.

       E.   Except as specifically amended by this Assignment, Assumption and
  Amendment,  all  of the terms and provisions  of the Indenture shall remain
  in full force and effect.

       All capitalized terms used  herein  but  not defined herein shall have
  the meanings given to them in the Indenture.

       THIS AMENDMENT SHALL BE GOVERNED BY  AND CONSTRUED  IN ACCORDANCE WITH
  THE INTERNAL LAWS OF THE STATE OF TEXAS.

       IN WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
  Amendment on the date first written above.

                                READING & BATES CORPORATION



                                By:                           
                                     Name:                    
                                     Title:                   


                                READING & BATES DRILLING CO.



                                By:                           
                                     Name:                    
                                     Title:                   



                                READING & BATES EXPLORATION CO.



                                By:                           
                                     Name:                    
                                     Title:                   


                                READING AND BATES, INC.



                                By:                           
                                     Name:                    
                                     Title:                   


                                READING AND BATES BORNEO DRILLING 
                                CO., LTD.


                                By:                           
                                     Name:                    
                                     Title:                   


  THE COMMON SEAL OF                 READING  &  BATES (A)  PTY. LTD.
  READING & BATES (A)
  PTY. LTD. was hereunto
  affixed by authority of
  the Board of Directors             By:                        
   
  in the presence of :               Name:                    
                                     Title:                   
  __________________
  T. W. Nagle, Director


  __________________
  W. K. Hillin, Secretary


                                BANK   ONE,   TEXAS,  N.A.,   as
                                Trustee



                                By:                           
                                     Name:                    
                                     Title:                   




                          ACKNOWLEDGMENT


  STATE OF NEW YORK           )
                              )
  COUNTY OF NEW YORK          )


       BEFORE ME,                           , a notary public in and for said
  county and state, on this day personally appeared                   , known
  to me to be the person whose name is subscribed to the foregoing instrument
  and known to me to be the                                of Reading & Bates
  Corporation,  a  corporation  organized   under  the laws of Delaware,  and
  acknowledged to me that  he  executed  said instrument  for  the   purposes
  and consideration therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this   day of           , 1995.

                                                              
                                Notary Public  



                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                       , a notary public  in  and  for  said
  county and state, on this day personally appeared                   , known
  to me to be the person whose name is subscribed to the foregoing instrument
  and known to me to be the                                of Reading & Bates
  Drilling Co., a corporation  organized  under  the  laws  of Oklahoma,  and
  acknowledged to me that he  executed  said instrument   for  the   purposes
  and consideration therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this    day of          , 1995.

                                                              
                                Notary Public  


                          ACKNOWLEDGMENT

  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                    , a notary public in and for said county
  and state, on this day personally appeared                    , known to me
  to  be  the person whose name is subscribed to the foregoing instrument and
  known to me to be the                                    of Reading & Bates
  Exploration  Co., a  corporation organized  under the laws of Oklahoma, and
  acknowledged to me that he executed said instrument  for  the  purposes and
  consideration  therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this     day of         , 1995.

                                                             
                                Notary Public  


                          ACKNOWLEDGMENT



  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                    , a notary public in and for said county
  and state, on this day personally appeared                    , known to me
  to be  the person whose  name is subscribed to the foregoing instrument and
  known to me to be the                                 of Reading and Bates,
  Inc., a corporation organized under the laws of Oklahoma, and  acknowledged
  to me that he executed said instrument for the purposes  and  consideration
  therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this     day of         , 1995.

                                                              
                                Notary Public  


                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                , a notary public in and for said county and
  state, on this day personally appeared                 , known  to me to be
  the  person  whose name is subscribed to the foregoing instrument and known
  to me to be the                                 of Reading and Bates Borneo
  Drilling Co., Ltd., a corporation organized under the laws of Oklahoma, and
  acknowledged to me that he executed said  instrument for  the purposes  and
  consideration therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this    day of          , 1995.


                                                              
                                Notary Public

                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                   , a notary public in  and for said county
  and state, on this day personally appeared                    , known to me
  to be  the person whose  name is subscribed to the foregoing instrument and
  known to me to be the                                    of Reading & Bates
  (A) Pty. Ltd., a corporation organized under the laws of              , and
  acknowledged to me that he executed said instrument  for  the  purposes and
  consideration  therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this    day of          , 1995.

                                                           
                                Notary Public


                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                , a notary public in and for said county and
  state, on this day personally appeared                  , known to me to be
  the person whose  name  is subscribed to the foregoing instrument and known
  to me to be the                                   of Bank One, Texas, N.A.,
  a national banking association,  organized under the laws of              ,
  and  acknowledged to me that he executed said  instrument for  the purposes
  and consideration therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this    day of          , 1995.

                                                              
                                Notary Public