EXHIBIT 10.9



                  Amendment No. 7 to Preferred Fleet Mortgage


        Amendment No. 7 dated  November 29,  1995  to  the  Preferred  Fleet
  Mortgage dated  March 29,  1991  (the "Original  Mortgage") ,  as  amended
  (hereinafter the  Original Mortgage  as amended being referred  to as  the
  "Mortgage")  given by READING BATES DRILLING  CO., a corporation organized
  and existing under  the laws of the State  of Oklahoma, with its principal
  place  of business at  901 Threadneedle, Suite 200,  Houston, Texas 77079,
  (the  "Shipowner"),  to   Bank  One,  Texas,  N.A.,   a  national  banking
  association, as  Trustee, with  its  principal place  of business  at  910
  Travis Houston Texas 77002 (the "Trustee").

        WHEREAS, the Shipowner is the owner of 100% of the following
  U.S. flag drilling rigs (the "Vessels"):


              Name                          Official No.

              ROGER W. MOWELL               645360
              J.T. ANGEL                    651645
              JIM CUNNINGHAM                651643

  which Vessels  have been duly  registered in the name of  the Shipowner in
  accordance with the laws of the United States of America; and

        WHEREAS, the Original Mortgage was received for record at 2:35  p.m.
  on March 29,  1991 at the U.S. Coast  Guard Vessel Documentation Office at
  the Port of  Houston, Texas and was  recorded in Book No.  PM-244 at Inst.
  No. 1, and

        WHEREAS, the Original  Mortgage mortgaged one hundred percent (l00%)
  of  the Vessels, together  with all of their  boilers, engines, machinery,
  masts,  spars, sails,  rigging, boats,  anchors, chains,  tackle, apparel,
  furniture,  fittings, equipment,  drilling equipment, pumps,  drill pipes,
  collars, racking, housing,  spare parts and supporting inventory, vehicles
  and living quarters  (excluding equipment aboard the Vessels which  is not
  owned  by  the  Shipowner)  and  all other  appurtenances  to  the Vessels
  appertaining  or  belonging,  whether  now  owned  or hereafter  acquired,
  whether on board or not, and all additions, improvements and  replacements
  made in or to such Vessels; and

        WHEREAS, the Original  Mortgage was granted by the Shipowner  to the
  Assignor for  the purpose of  securing the obligation of  the Shipowner to
  pay  to NMB Postbank  Groep N.V. (now known  as Internationale Nederlanden
  Bank N.V.) (the "Lender") all amounts due  and payable under that  certain
  Credit Facility Agreement dated as of March 27, 1991 among  the Shipowner,
  the other Borrowers name therein and the Lender (the "Credit  Agreement");
  and 

        WHEREAS,  a  true  and  accurate  copy of  the  Credit  Agreement is
  attached to the Mortgage as Exhibit A and forms a part thereof; and

        WHEREAS, pursuant to  Amendment No.  1 to Credit  Facility Agreement
  dated as of May 24, 1991 among the Shipowner,  the other Borrowers and the
  Lender ("Amendment  No. 1"),  certain terms of the  Credit Agreement  were
  amended; and

        WHEREAS,  the  Shipowner  and  the  Assignor  amended  the  Original
  Mortgage in order to reflect the changes made  to the Credit  Agreement by
  Amendment No.1; and

        WHEREAS, Amendment  No. 1  to the  Mortgage dated May  31, 1991  was
  received for record at 2:00  p.m. on June 5, 1991 at  the U.S. Coast Guard
  Vessel Documentation Office at the Port of Houston, Texas and was recorded
  in Book No. PM-248 at Inst. No. 2; and

        WHEREAS, pursuant to Amendment  No. 2  to Credit Facility  Agreement
  dated June  28, 1991  among  the Shipowner,  the other  Borrowers and  the
  Lender ("Amendment  No. 2"),  certain terms of the  Credit Agreement  were
  amended; and

        WHEREAS,  the  Shipowner  and  the  Assignor  amended the  Mortgage,
  pursuant to  the terms  of Amendment  No. 2 to the  Mortgage, in  order to
  reflect the changes made to the Credit Agreement by Amendment No. 2; and

        WHEREAS, Amendment No. 2  to the mortgage  dated June 28, 1991,  was
  received for record at 1:31 p.m. on August 6, 1991 at the U.S. Coast Guard
  Vessel Documentation  Office, Port  of Houston, Texas an  was recorded  at
  Book PM-250, I-3; and

        WHEREAS,  pursuant to Amendment No.  3 to  Credit Facility Agreement
  dated  August 30, 1991 among  the Shipowner,  the other Borrowers  and the
  Lender ("Amendment  No. 3"),  certain terms of the  Credit Agreement  were
  amended; and

        WHEREAS,  the Shipowner  and the  Assignor amended  the Mortgage  to
  reflect the changes made to the Credit Agreement by Amendment No. 3; and

        WHEREAS, Amendment  No. 3 to the Mortgage dated August  30, 1991 was
  received for record at  8:07 a.m. on September  6, 1991 at the  U.S. Coast
  Guard Vessel Documentation Office, Port of Houston, Texas and was recorded
  at Book PM-252, I-17; and

        WHEREAS, pursuant to Amendment  No. 4  to Credit Facility  Agreement
  dated as of June 30, 1992 among the Shipowner, the other Borrowers and the
  Lender ("Amendment  No. 4"),  certain terms of the  Credit Agreement  were
  amended; and

        WHEREAS, the  Shipowner and  the Assignor  amended the  Mortgage  to
  reflect the changes made to the Credit Agreement by Amendment No. 4; and

        WHEREAS, Amendment No. 4 to the Mortgage dated September 9, 1992 was
  received  for record at  the U.S. Coast Guard  Vessel Documentation Office
  for  the Port  of  Houston, Texas  September  10, 1992  at 1:05  p.m.  and 
  recorded at Book PM-263, Instrument 82; and

        WHEREAS, pursuant to the terms of Amendment No. 6 to Credit Facility
  Agreement dated  as of February  25, 1993, among the  Shipowner, the other
  Borrowers and the Lender ("Amendment No.  5"), certain terms of the Credit
  Agreement were amended; and

        WHEREAS,  the Shipowner  and the  Assignor  amended the  Mortgage in
  order to reflect the changes made to the Credit Agreement by Amendment No.
  5; and

        WHEREAS, Amendment  No. 5  to Mortgage dated February  25, 1993  was
  received for record at 10:32 a.m. in the United  States Coast Guard Vessel
  Documentation Office for the Port of Houston, and was recorded at Book PM-
  269, Instrument 93; and

        WHEREAS,  pursuant  to  the  Amended  and  Restated Credit  Facility
  Agreement  dated the  date hereof  (the "Restated  Agreement") among   the
  Shipowner,  the  Borrowers listed  therein  and  the  Lender,  the  Credit
  Agreement was restated and certain of its terms were amended; and

        WHEREAS, Texas  Commerce Bank  National Association,  as Trustee has
  agreed,  at the  request of Lender, to  assign its  rights and obligations
  under the  Mortgage to the  Trustee, and the Trustee has  agreed to assume
  such rights and obligations; and

        WHEREAS, the Assignment, Assumption and Amendment  No. 6 dated April
  27,  1995  was  received  for  record  at  the  U.S.  Coast  Guard  Vessel
  Documentation Office  for the Port  of Houston  on April 27,  1995 and was
  recorded in Book 95/5 at page 175; and

        WHEREAS,  pursuant  to Amendment  No. 1  to  the  Restated Agreement
  dated as of  July 31, 1995 and  Amendment No. 2 to  the Restated Agreement
  dated as of                   ,  1995, the Borrower and the Lender amended
  certain  terms  of the  Restated  Agreement  (including,  inter  alia, the
  release of the lien  of this Mortgage on the JIM CUNNINGHAM,  Official No.
  651643)

        WHEREAS, the Shipowner and the Trustee wish to amend the Mortgage to
  reflect the  changes made by  Amendment No. 1  and Amendment No. 2  to the
  Restated Agreement.

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

                          Amendment No. 7 to Mortgage
   
        The Shipowner and the Trustee hereby agree to  amend the Mortgage as
  follows:

        A.    The first WHEREAS clause  on page 1 of the Mortgage is amended
  to read as follows: 

              "1.  The Shipowner is the owner of 100%  of the following U.S.
  flag drilling rigs (the "Vessels"):

                              RECITALS

      NAME          OFF. NO.        PLACE OF BUILD           HOME PORT

  ROGER W. MOWELL   645360            Singapore               Houston, TX.
  J. T. ANGEL       651645            Argentina               Houston, TX.
                                     (Cuidad de 
                                     Corrientes)

  which  Vessels  have  been  duly registered in the name of the Shipowner in
  accordance  with the laws of the United States of America."

        B.    Exhibit  A  to   the   Mortgage  is  hereby  amended   to   add
        Amendment No. 1 and Amendment No. 2 of the Restated Agreement in  the
        form of Exhibit A attached hereto.

        C.    Hereinafter each reference in the Mortgage, as amended  to  the
  Credit Agreement shall refer to the Restated Agreement as so amended.

        D.    For purposes of  recording this  Amendment  No. 7 to  Preferred
  Fleet Mortgage pursuant to  46  U.S.C. 31321, it amends mortgage covenants.
  The total amount of the Mortgage is reduced to USD 35,000,000 plus interest
  and  performance  of  mortgage  covenants.

        E.    Except as specifically amended herein, the Mortgage 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 Mortgage.

        THIS AMENDMENT NO. 7 TO PREFERRED FLEET MORTGAGE SHALL BE  GOVERNED
  BY,  AND  CONSTRUED IN  ACCORDANCE WITH,  THE LAWS  OF THE UNITED  STATES
  OF  AMERICA  AND, TO  THE  EXTENT THEY DO NOT APPLY, TO THE INTERNAL LAWS
  OF THE STATE OF NEW YORK.


        IN WITNESS HEREOF, the parties hereto have duly executed this Amend-
  ment No. 7 to Preferred Fleet Mortgage on the date first written above.

                                      READING & BATES DRILLING CO.


                                      By:                           
                                          Name:  T. W. Nagle
                                          Title: Vice President and
                                                   Treasurer

                                       BANK ONE, TEXAS, N.A.
 

                                       By:
                                           Name:
                                           Title:


                                 ACKNOWLEDGMENT 

  STATE OF TEXAS      )
                      )
  COUNTY OF HARRIS    )

        BEFORE ME,                           , a  notary  public in  and  for
  said county and  state, on this day personally appeared T.  W. Nagle, known
  to me to be the person whose name is subscribed to the foregoing instrument
  and known to me to be the Vice President and Treasurer 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 an
  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 and acknowledged to  me that   he  executed
  said  instrument for  the purposes  and consideration therein   expressed,
  and as the act of said association.

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


                                      Notary Public