Exhibit 10.101 

                      FIRST AMENDMENT TO CREDIT AGREEMENT


            FIRST AMENDMENT (the "Amendment"), dated as of July 9, 1996, among
READING  & BATES CORPORATION ("Holdings"),  READING & BATES  DRILLING CO. (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (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").  All capitalized terms  used herein and not otherwise  defined shall
have the respective meanings provided such terms in the Credit Agreement.


                             W I T N E S S E T H :


            WHEREAS, Holdings, the Borrower,  the Banks, the Co-Agent and  the
Agent are  parties to  a Credit  Agreement,  dated as  of April  30, 1996  (as
amended, modified or supplemented, the "Credit Agreement"); and

            WHEREAS,  the parties hereto  wish to amend  certain provisions of
the Credit Agreement as herein provided;

            NOW, THEREFORE, it is agreed:

      1.    On and  after the First  Amendment Effective Date  (as hereinafter
defined),  the  Total Commitment  under the  Credit  Agreement shall  (and the
parties  hereto agree  that  it  shall)  be  increased  from  $100,000,000  to
$140,000,000 and the  Commitment of each Bank  shall on such date be  equal to
the respective amounts shown on  Annex I hereto, which on the  First Amendment
Effective Date shall replace existing Annex I to the Credit Agreement.

      2.    Section 2.01(c)  of  the Credit  Agreement  is hereby  amended  by
inserting  the following proviso immediately prior to the semi-colon in clause
(i)(y) thereof:

      ",  provided that on and after the First Amendment Effective Date, until
      such time as the conditions set forth in Section 7.13 are fully complied
      with,  for purposes  of this  clause (y)  the Adjusted  Total Commitment
      shall be calculated on the basis of a Total Commitment of $120,000,000.

      3.    Section 3.03(b)  of  the Credit  Agreement  is hereby  amended  by
deleting the commitment reduction schedule contained therein and inserting  in
lieu thereof the following new commitment reduction schedule:

            Date                    Amount

      May 1, 1997                   $11,900,000
      November 1, 1997              $11,900,000
      May 1, 1998                   $11,900,000
      November 1, 1998              $11,900,000
      May 1, 1999                   $11,900,000
      November 1, 1999              $11,900,000
      May 1, 2000                   $11,900,000
      November 1, 2000              $11,900,000
      Maturity Date                 Remaining amount
                                    of Total Commitment

      4.    Conditions Precedent to  the First Amendment Effective  Date.  The
occurrence of  the First Amendment  Effective Date and  the obligation  of the
Banks to increase their Commitments hereunder are subject (except as otherwise
hereinafter   indicated),  to  the  satisfaction  of  each  of  the  following
conditions: 

            (a)   Execution of Amendment; Notes.  (i) The Amendment shall have
      been executed and (ii) there shall have been delivered to  the Agent for
      the account of each  Bank which has a changed Commitment as  a result of
      this Amendment a new Revolving Note in the appropriate amount to reflect
      such new Commitment and as otherwise provided in the Credit Agreement.

            (b)   Opinions  of  Counsel.     The  Agent  shall  have  received
      opinions, addressed to  the Agent and  each of the  Banks and dated  the
      First Amendment  Effective Date,  from (i)  Wayne Hillin,  Esq., General
      Counsel  to the Credit Parties,  which opinion shall  cover matters, and
      shall be in form and substance, satisfactory to the Agent  and (ii) from
      local counsel satisfactory to the Agent as the  Agent may request, which
      opinions  shall   cover  the   perfection  of  the   security  interests
      (including, without  limitation, opinions  as to the  enforceability and
      effect of the Mortgage Amendments (as herein defined))  granted pursuant
      to  this Amendment and such  other matters incident  to the transactions
      contemplated herein as the Agent may reasonably  request and shall be in
      form and substance satisfactory to the Agent.

            (c)   Corporate Proceedings.  (1)   The Agent shall  have received
      from  each  of  RB  Drilling  Co.  and  HRB  Rig  Corporation  (each  an
      "Additional  Mortgagor" and  together  the  "Additional  Mortgagors")  a
      certificate, dated the  First Amendment  Effective Date,  signed by  the
      President or  any Vice-President or other  appropriate representative of
      such Additional  Mortgagor in  the form  of  Exhibit F with  appropriate
      insertions and  deletions, together  with copies  of the  certificate of
      formation,  the  by-laws,  or  other organizational  documents  of  such
      Additional Mortgagor  and the resolutions, or  such other administrative
      approval, of such  Additional Mortgagor referred to in  such certificate
      and  all of the foregoing (including each such certificate of formation,
      certificate   of  incorporation   and  by-laws)   shall  be   reasonably
      satisfactory to the Agent.

            (2)   All corporate and legal  proceedings and all instruments and
      agreements  in connection  with  the transactions  contemplated by  this
      Amendment  shall be reasonably satisfactory in form and substance to the
      Agent,  and the Agent shall have received  all information and copies of
      all certificates,  documents and papers, including  good standing certi-
      ficates and any  other records of corporate proceedings and governmental
      approvals, if any, which the Agent may have reasonably requested in con-
      nection therewith, such documents and  papers, where appropriate, to  be
      certified by proper corporate or governmental authorities.

            (d)   Fees.  The  Borrower shall have  paid to  the Agent and  the
      Banks all Fees and expenses agreed upon by such parties to be paid on or
      prior to such date.

            (e)   Repayment; Notice of Borrowing.  The Borrower shall repay to
      the  Agent  and  the Banks  all  amounts  outstanding  under the  Credit
      Facility  (including  accrued interest  thereon  and  any breakage  fees
      incurred  by the  Agent and the  Banks as  a result  of such repayment),
      whereupon the  Borrower may reborrow such amounts (which reborrowing may
      occur simultaneously with the repayment  described above), pursuant to a
      Notice of  Borrowing in the form  of Exhibit A to  the Credit Agreement,
      pro rata based upon  the commitments as in effect  immediately following
      the effectiveness of this Amendment.

            (f)   Security  Agreement.  Each  Additional Mortgagor  shall have
      duly  authorized, executed and  delivered a counterpart  to the Security
      Agreement, together with:

                  (1)   executed  copies of  Financing Statements  (Form UCC-1
            and/or UCC-3) or appropriate  local equivalent in appropriate form
            for filing under the  UCC or appropriate local equivalent  of each
            jurisdiction as may be necessary to perfect the security interests
            purported to be created by the Security Agreement;

                  (2)   certified copies of Requests for Information or Copies
            (Form  UCC-11), or  equivalent  reports,  each  of a  recent  date
            listing  all  effective   financing  statements   that  name   any
            Additional Mortgagor or a  division or operating unit of  any such
            Person, as debtor and that are filed in the jurisdictions referred
            to in  immediately preceding clause  (1), together with  copies of
            such  financing   statements  (none  of  which   shall  cover  the
            Collateral  except (x)  those  with respect  to which  appropriate
            termination statements executed  by the secured  lender thereunder
            have been delivered to the Collateral Agent and  (y) to the extent
            evidencing Permitted Liens);

                  (3)   evidence that all other  recordings and filings of, or
            with respect to, the Security Agreement, and all other actions, as
            may  be  necessary or,  in the  opinion  of the  Collateral Agent,
            desirable to perfect the security interests intended to be created
            by the Security Agreement have been completed (it being understood
            and  agreed   that  UCC   financing  statements  and   termination
            statements shall  be filed in the  appropriate governmental office
            within  three Business  Days after  the First  Amendment Effective
            Date); 

      and the  Security Agreement and  such other documents  shall be in  full
      force and effect.

            (g)   Subsidiary Guaranty.    Each Additional  Mortgagor  (each  a
      "Subsidiary  Guarantor")  shall  have   duly  authorized,  executed  and
      delivered  a counterpart of the Subsidiary  Guaranty, and the Subsidiary
      Guaranty  shall  be  in  full force  and  effect  with  respect to  such
      Additional Mortgagors.

            (h)   Change of Registry.  The  national registry of the  drilling
      rig  "J.W. McLean" shall be changed from  the Bahamas to Panama with the
      Bahamian  Mortgage to be replaced  by a Panamanian  Mortgage pursuant to
      clause (i)(2) below.

            (i)   Mortgages.  (i)  Each  Additional Mortgagor shall  have duly
      authorized, executed  and delivered the following  document or documents
      to  which it is a party (as  modified, amended or supplemented from time
      to time, the "Additional Mortgages"):

                  (1)   with respect  to the drilling rig "Harvey  H. Ward," a
            US Mortgage substantially in the form of Exhibit A-1 hereto; and

                  (2)   with respect to each of the drilling rigs "Rig 41" and
            "J.W. McLean," a Panamanian Mortgage, substantially in the form of
            Exhibit A-2 hereto. 

      All actions  necessary, desirable  or otherwise reasonably  requested by
      the  Collateral Agent to provide  the Collateral Agent  with a perfected
      first  priority  security interest  in  all Collateral  purported  to be
      covered by the Additional Mortgages shall have been taken.

            (ii)  The respective Mortgagors of the drilling rigs "Jack Bates,"
      "W.D.  Kent" and "D.R. Stewart" shall have duly authorized, executed and
      delivered   amendments  to   the   Mortgages  securing   such   vessels,
      substantially in the form  of Exhibit B-1 hereto,  and the Mortgagor  of
      the drilling rig "Charley  Graves" shall have duly  authorized, executed
      and  delivered  an  amendment  to  the  Mortgage  securing such  vessel,
      substantially in the form of Exhibit B-2 hereto.

            (j)   Evidence  of Lien, etc.   The Agent shall  have received (i)
      United  States Coast Guard  certificates of  ownership showing  (or con-
      firmation updating previously reviewed certificates and indicating) that
      the US  Rig Harvey H.  Ward is  registered in the  ownership of  HRB Rig
      Corporation, and subject to the Lien of  the US Mortgage and free of all
      other Liens of record, (ii) a certificate of the Director General of the
      Public Registry  of Panama showing (or  confirmation updating previously
      reviewed  certificates and  indicating) that  the  Panamanian Rig  41 is
      registered in the ownership of  RB Drilling Co., and the Panamanian  Rig
      J.W. McLean is registered in the ownership of the Borrower, each subject
      to the  Lien of the applicable Panamanian Mortgage and free of all other
      Liens of record.

            (k)   Vessel  Trust Indenture.    HRB Rig  Corporation shall  have
      acknowledged and agreed to the terms of the Amended  and Restated Vessel
      Trust Indenture.  

            (l)   Rig  Reports; Drilling Contracts.  (i)  The Agent shall have
      received:  

                  (1)   reports  from Approved  Shipbrokers setting  forth the
            Market  Value of  each of  the  Harvey H.  Ward, Rig  41, and  the
            offshore  production   vessel   Seillean  (each   an   "Additional
            Collateral  Rig"  and  collectively,  the  "Additional  Collateral
            Rigs");

                  (2)   evidence  satisfactory  to the  Collateral  Agent that
            each of the drilling rigs Harvey H. Ward and Rig 41 are classified
            in the  highest class available for rigs or vessels of its age and
            type  with  the  American  Bureau  of  Shipping,  Inc.  or another
            internationally   recognized  classification   society  reasonably
            acceptable  to   the  Collateral  Agent,  free   of  any  material
            outstanding requirements or recommendations; and

            (ii)  The Agent shall have received true and correct copies of all
      current  and pending drilling contracts  relating to the  Harvey H. Ward
      and Rig 41. 

            (m)   Insurance  Report.   On  or  prior  to the  First  Amendment
      Effective Date, the  Agent shall  have received a  detailed report  from
      Soriero & Company, Inc., or another firm of independent marine insurance
      brokers acceptable to the Agent  and the Required Banks with respect  to
      the insurance maintained by the Additional Mortgagors in connection with
      the Harvey  H. Ward and  Rig 41, together  with a certificate  from such
      broker  certifying  that  such  insurances  (i)  are  placed  with  such
      insurance companies  and/or underwriters and/or clubs,  in such amounts,
      against such risks, and in such form, as are normally insured against by
      similarly  situated insureds and as  are necessary or  advisable for the
      protection of the Trustee or the Agent, as the case may be, as Mortgagee
      and (ii) conform with the requirements of the Additional Mortgages.

            (n)   Collateral   Assignments  of  Insurance.    Each  Additional
      Mortgagor  shall have executed and  delivered to the  Collateral Agent a
      Collateral Assignment of  Insurance with respect to  the insurance main-
      tained by  such Additional Mortgagor on  the Harvey H. Ward  and Rig 41,
      together with:  

                  (1)   executed  copies of  Financing Statements  (Form UCC-1
            and/or UCC-3) or appropriate  local equivalent in appropriate form
            for filing under the  UCC or appropriate local equivalent  of each
            jurisdiction  as  may  be  necessary to  perfect  the  assignments
            purported  to   be  created  by  each   Collateral  Assignment  of
            Insurance; 

                  (2)   certified copies of Requests for Information or Copies
            (Form  UCC-11),  or equivalent  reports,  each  of  a recent  date
            listing   all  effective   financing  statements  that   name  any
            Additional  Mortgagor or  a  division or  operating  unit of  such
            Person, as debtor and that are filed in the jurisdictions referred
            to in immediately  preceding clause (1),  together with copies  of
            such  financing   statements  (none  of  which   shall  cover  the
            Collateral  except (x)  those  with respect  to which  appropriate
            termination statements  executed by the secured  lender thereunder
            have been delivered to the Collateral Agent  and (y) to the extent
            evidencing Permitted Liens);

                  (3)   evidence that all other  recordings and filings of, or
            with respect to, each Collateral Assignment of  Insurance, and all
            other  actions, as  may be  necessary or,  in the  opinion of  the
            Collateral Agent, desirable to perfect the assignments intended to
            be created  by each Collateral  Assignment of Insurance  have been
            completed  (it  being understood  and  agreed  that UCC  financing
            statements  and  termination  statements  shall be  filed  in  the
            appropriate  governmental office within  three Business Days after
            the First Amendment Effective Date);

      and each such Collateral Assignment of Insurance shall be in full  force
      and effect.

      5.    Section 7 of the  Credit Agreement is hereby amended  by inserting
at the end thereof the following Section 7.13:

                  7.13  Availability Covenants.   Notwithstanding  anything to
      the contrary contained in this Agreement, the sum of (x) the outstanding
      principal amount of Loans pursuant to  this Agreement and (y) the Letter
      of  Credit Outstandings  pursuant to  this Agreement  shall in  no event
      exceed $120,000,000 until such time, if any, as the following conditions
      are satisfied (as determined in good faith by the Agent):

                  (a)   Rig Acquisition.  RB Drilling Co. shall have completed
            the  purchase  of the  offshore  production  vessel Seillean  from
            Britoil   (Beta)  Limited,   pursuant  to   acquisition  documents
            reasonably acceptable in form  and substance to the Agent  and the
            Required Banks.

                  (b)   Mortgages.  RB   Drilling   Co.   shall    have   duly
            authorized,  executed and  delivered  a Panamanian  Mortgage  with
            respect to  the Seillean (the "Seillean  Mortgage"), substantially
            in  the  form of  Exhibit A-2  hereto  and all  actions necessary,
            desirable  or  otherwise reasonably  requested  by  the Collateral
            Agent  to provide  the  Collateral Agent  with  a perfected  first
            priority security interest in the Seillean shall have been taken.

                  (c)   Evidence of Lien, etc.  The Agent shall  have received
            a  certificate of the Director  General of the  Public Registry of
            Panama  showing  (or  confirmation  updating  previously  reviewed
            certificates and  indicating) that the Panamanian  Rig Seillean is
            registered in the ownership of RB Drilling Co., and subject to the
            Lien of the  Panamanian Mortgage and  free of all  other Liens  of
            record.

                  (d)   Report; Contracts.  The Agent shall have received:

                        (1)   evidence  satisfactory  to the  Collateral Agent
                  that the offshore production  vessel Seillean is  classified
                  in  the highest class available  for rigs or  vessels of its
                  age and type with  the American Bureau of Shipping,  Inc. or
                  another  internationally  recognized classification  society
                  reasonably acceptable  to the Collateral Agent,  free of any
                  material outstanding requirements or recommendations; and  

                        (2)   true  and correct  copies  of  all  current  and
            pending     operation and/or  charter  contracts relating  to  the
            Seillean.

                  (e)   Insurance Report.  On or prior to  the First Amendment
            Effective Date, the  Agent shall have  received a detailed  report
            from  Soriero &  Company,  Inc., or  another  firm of  independent
            marine insurance brokers acceptable to  the Agent and the Required
            Banks evidencing, to the satisfaction of  the Agent, the inclusion
            of the  Seillean under all appropriate insurances maintained by RB
            Drilling Co..

                  (f)   Collateral Assignment of  Insurance.  RB Drilling  Co.
            shall  have  executed and  delivered  a  Collateral Assignment  of
            Insurance  with  respect  to   the  insurance  maintained  on  the
            Seillean, together with:  

                  (1)   executed  copies of  Financing Statements  (Form UCC-1
            and/or UCC-3) or appropriate  local equivalent in appropriate form
            for filing under the  UCC or appropriate local equivalent  of each
            jurisdiction  as  may  be  necessary to  perfect  the  assignments
            purported  to   be  created  by  each   Collateral  Assignment  of
            Insurance; 

                  (2)   evidence that all other  recordings and filings of, or
            with respect to, such Collateral Assignment of  Insurance, and all
            other actions,  as may  be necessary  or, in  the  opinion of  the
            Collateral Agent, desirable to  perfect the assignment intended to
            be created  by such Collateral  Assignment of Insurance  have been
            completed  (it  being understood  and  agreed  that UCC  financing
            statements  and  termination  statements  shall be  filed  in  the
            appropriate governmental  office within three Business  Days after
            the First Amendment Effective Date);

            and such Collateral Assignment of Insurance shall be in full force
            and effect.

                  (g)   Updated Annexes.  The Agent shall have received (i) an
            updated schedule  of Rigs and Vessels  to replace Annex VI  to the
            Credit Agreement,  which schedule  shall  include the  information
            with  respect  to the  Seillean and  (ii)  an updated  schedule of
            Existing  Liens (if  necessary) to  replace Annex  VIII,  with all
            Liens required to be listed thereon constituting Permitted Liens.

      6.    Section  10 of the Credit Agreement is hereby amended by inserting
in appropriate alphabetical order the following new definitions:

            "First Amendment  Effective Date"  shall mean the  First Amendment
      Effective Date as defined in the First Amendment, dated July 9, 1996, to
      this Agreement.

            "First Amendment"  shall mean the  First Amendment, dated  July 9,
      1996, to this Agreement.

      7.    The  definition of "Bahamian Rig"  appearing in Section  10 of the
Credit  Agreement is hereby amended  by adding a reference  to ", prior to the
First Amendment Effective Date" immediately following  the reference to "shall
mean."

      8.    The definition of "Mortgage" appearing in Section 10 of the Credit
Agreement is hereby amended by deleting the current definition in its entirety
and inserting in lieu thereof the following new definition:

            "Mortgage" shall mean  (i) prior to the First  Amendment Effective
      Date,  each of the Mortgages as defined  in Section 5.13(a), (ii) on and
      after the First Amendment Effective Date, but prior to the effectiveness
      of  the Seillean  Mortgage as  defined in  paragraph 5(b)  of the  First
      Amendment, each of the  Mortgages as defined in Section  5.13(a) (except
      the Bahamian Mortgage) and  each of the Additional Mortgages  as defined
      in  paragraph 4(i) of  the First Amendment  and (iii) subsequent  to the
      effectiveness of the Seillean Mortgage, each of the Mortgages as defined
      in  Section  5.13(a)  (except  the  Bahamian  Mortgage),  each   of  the
      Additional Mortgages and the Seillean Mortgage.

      9.    The  definition of "Panamanian Rig" contained in Section 10 of the
Credit Agreement is hereby  amended by deleting the current  definition in its
entirety and inserting in lieu thereof the following new definition:

            "Panamanian  Rig" shall  mean  (i) prior  to  the First  Amendment
      Effective  Date, the offshore drilling  rig Charley Graves,  (ii) on and
      after the First Amendment Effective Date, but prior to the effectiveness
      of  the Seillean  Mortgage as  defined in  paragraph  5(b) of  the First
      Amendment, the offshore  drilling rigs Charley  Graves, J.W. McLean  and
      Rig  41, and  (iii)  subsequent to  the  effectiveness of  the  Seillean
      Mortgage,  the offshore drilling  rigs Charley Graves,  J.W. McLean, Rig
      41, and the offshore production vessel Seillean.

      10.   The  definition  of "U.S.  Rigs" contained  in  Section 10  of the
Credit Agreement is  hereby amended by deleting the current  definition in its
entirety and inserting in lieu thereof the following new definition:

            "U.S.  Rigs" shall mean (i) prior to the First Amendment Effective
      Date, the  offshore drilling rigs Jack Bates, D.R. Stewart and W.D. Kent
      and  (ii) on and after the First  Amendment Effective Date, the offshore
      drilling rigs Jack Bates, D.R. Stewart, W.D. Kent and Harvey H. Ward.

      11.   On  the First Amendment Effective Date, existing Annex IV shall be
replaced with Annex IV hereto.

      12.   In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower  hereby represents and warrants that (i)  the repre-
sentations, warranties and  agreements contained  in Section 7  of the  Credit
Agreement are true and correct in all material respects on and as of the First
Amendment  Effective  Date (except  with  respect to  any  representations and
warranties limited by their terms to a specific date, which shall be true  and
correct in all  material respects as of  such date) and  (ii) there exists  no
Default or Event of Default on the First Amendment Effective  Date (as defined
herein) in each case both before and after giving effect to this Amendment.

      13.   This  Amendment is limited as specified and shall not constitute a
modification,  acceptance or  waiver  of any  other  provision of  the  Credit
Agreement or any other Credit Document.

      14.   This Amendment may be  executed in any number of  counterparts and
by  the different  parties  hereto on  separate  counterparts, each  of  which
counterparts  when executed  and delivered  shall be  an original, but  all of
which shall together constitute one  and the same instrument.  A  complete set
of counterparts  shall be lodged with  each of Holdings, the  Borrower and the
Agent.

      15.   THIS  AMENDMENT  AND THE  RIGHTS  AND OBLIGATIONS  OF  THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

      16.   This  Amendment shall  become effective  on the  date (the  "First
Amendment  Effective Date") when (i)  each of Holdings,  the Borrower, and the
Banks  shall have signed a copy hereof  (whether the same or different copies)
and shall have delivered (including by way of facsimile) the same to the Agent
at the Notice Office and (ii) each of the  conditions set forth in paragraph 4
hereof shall have been satisfied.

      17.    From and after the First Amendment Effective Date, all references
in the Credit Agreement and the other Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement as modified hereby.

            IN WITNESSES  WHEREOF, the parties  hereto have caused  their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                              READING & BATES CORPORATION 


                              By:                                             
                                 Title:

                              READING & BATES DRILLING CO.


                              By:                                             
                                 Title:

                              CHRISTIANIA BANK OG
                                KREDITKASSE, NEW YORK BRANCH,
                                Individually, and as Agent


                              By:                                             
                                 Title:

                              By:                                             
                                 Title:

                              CREDIT LYONNAIS NEW YORK
                                BRANCH


                              By:                                             
                                 Title:

                              BANQUE INDOSUEZ


                              By:                                             
                                 Title: 

                              By:                                             
                                 Title: 

                              BANK AUSTRIA AKTIENGESELLSCHAFT


                              By:                                             
                                 Title: 


                              By:                                             
                                 Title: 

                              THE FUJI BANK, LIMITED


                              By:                                             
                                 Title:

                                                                       ANNEX I


                                  COMMITMENTS

                           Bank                     Commitment

            Christiania Bank og Kreditkasse,        $55,000,000
            New York Branch
            Credit Lyonnais New York Branch         $32,500,000
            Banque Indosuez                         $18,500,000
            Bank Austria Aktiengesellschaft         $18,500,000
            The Fuji Bank, Limited                  $15,500,000

                  Total                            $140,000,000