EXHIBIT 10.60


                          SECOND AMENDMENT AGREEMENT

                                 relating to a

                        $90,000,000 Facility Agreement

                                    between

                              ARCADE DRILLING AS
                                  as Borrower

                         CHASE INVESTMENT BANK LIMITED
                                  as Arranger

                     CHASE MANHATTAN INTERNATIONAL LIMITED
                                   as Agent

                                      and

                                    OTHERS

==============================================================================

                                Clifford Chance
                                    London

                   THIS SECOND AMENDMENT AGREEMENT is made on    
                                     1996

                                    BETWEEN
                    (1)ARCADE DRILLING AS (the "Borrower");
              (2)CHASE INVESTMENT BANK LIMITED (the "Arranger");
          (3)CHASE MANHATTAN INTERNATIONAL LIMITED (the "Agent"); and
   (4)THE FINANCIAL INSTITUTIONS named in the First Schedule (the "Banks").

                                    WHEREAS
 (A)Pursuant to an agreement (the "Facility Agreement") dated 21 February 1991
 between the parties hereto a $90,000,000 loan facility was made available to
                                 the Borrower;

 (B)The Borrower has requested the amendment of the Loan Agreement in certain
                                   respects.

   (C)The total principal amount outstanding under the Facility Agreement is
                            currently $32,500,000.


                                 IT IS AGREED 
==============================================================================

                               1.Interpretation

   1.1Terms defined in the Facility Agreement bear the same meaning herein.

      1.2   In  this Agreement  "BP'  means BP  Exploration Operating  Company
            Limited and "Effective Date" shall bear the meaning given to it in
            Clause 2. 1.

2.    Effective Date

      2.1   The Effective Date shall be the first date upon which:

            (i)   the Agent shall have  confirmed to the Borrower that  it has
                  received all of the documents listed in the  Second Schedule
                  and that each is  in form and substance satisfactory  to the
                  Agent;

            (ii)  the representations set out in Clause 4 are true;

            (iii) no  event  has occurred  which is  or  may become  (with the
                  passage of time,  the giving  of notice, the  making of  any
                  determination  or  any  combination  thereof)  an  Event  of
                  Default or such earlier date as the Agent may agree.

      2.2   The Agent shall, promptly after becoming aware of the same, notify
            the other parties hereto of the occurrence of the Effective Date.

      2.3   For  the purposes of  Clause 2.2  the Agent  shall be  entitled to
            assume, unless it  has actual  notice or actual  knowledge to  the
            contrary,  that the  conditions specified  in Clause 2.  1(ii) and
            (iii) are satisfied.

      2.4   The giving of notice by the  Agent pursuant to Clause 2.2 shall be
            conclusive evidence of the occurrence of the Effective Date.

3.    Amendments to Loan Agreement

      3.1   On  the Effective Date the  Loan Agreement shall  stand amended as
            set out in the Third Schedule and thereafter  any reference in any
            Finance  Document  to the  Facility  Agreement  shall (unless  the
            context otherwise requires)  be construed  as a  reference to  the
            Facility  Agreement as  amended  pursuant hereto  or from  time to
            time.

      3.2   Save  as expressly  provided  herein each  Finance Document  shall
            continue in full force and effect in accordance with its terms.

4.    Representations

      The Borrower hereby represents that:

            (i)   each  of the  representations set  out in  Clause 16  of the
                  Facility Agreement (other than in sub-clauses 16.2(viii) and
                  Ox) and other  than sub-clause  16.2(vii), in so  far as  it
                  relates  to  the  Loan  Agreement  prior  to  its  amendment
                  pursuant  hereto) is true and will remain true upon the Loan
                  Agreement being  amended as herein  provided, but as  if all
                  reference   to  the   Original  Financial   Statements  were
                  references  to the  Borrower's audited  financial statements
                  for the financial year ending 31 December 1995; and

            (ii)  each  of the representations set  out in Clause  16.1 of the
                  Loan Agreement ,would  be true if all  references therein to
                  the Finance Documents included this Agreement.

5.    Benefit of Agreement

      5.1   This Agreement shall be binding  upon and enure to the  benefit of
            each party hereto and its successors and assigns.

      5.2   The  Borrower shall not  be entitled to assign  or transfer all or
            any of its rights, benefits and obligations hereunder.

6.          Miscellaneous

            6.1   The provisions of Clauses 26, 27 and 34 to 38 inclusive of
                  the Facility Agreement shall be deemed incorporated herein
                  mutates mutandis but as if references therein to the
                  Facility Agreement or the Finance Documents were references
                  to this Agreement.

            6.2   The Borrower undertakes to deliver to the Agent, by no later
                  than 15 November 1996, a copy of the executed contract
                  between it and BP for the employment of the Paul B. Loyd Jr.
                  from 1 November 1996 on terms satisfactory to the Agent.

7.          Counterparts

            This Agreement may be ex=ted in any number of counterparts and by
            different parties hereto as separate counterparts each of which,
            when executed and delivered, shall constitute an original, but all
            the counterparts shall together constitute but one and the same
            instrument.

8.          Changes to the Banks

            The Banks and their respective shares of the Advance as at the
            date hereof are as set out in the First Schedule.

9.          Status of this Agreement

            It is agreed that this Agreement is a Finance Document as defined
            in the Facility Agreement.

IN WITNESS whereof this Agreement has been executed by the parties hereto the
day and year first before written. 


                              THE FIRST SCHEDULE

Bank                                                      Share of the Advance

Christiania Bank OG Kreditkasse                                     $1,805,557
The Chase Manhattan Bank                                           $30,694,443
                                                                   $32,500,000


                              THE SECOND SCHEDULE

                         Condition Precedent Documents

1.    A copy  certified as  a true copy  by a duly  authorized officer  of the
      Borrower, of a board resolution of the Borrower approving the execution,
      delivery and performance of this Agreement.

2.    A copy  certified  a true  copy  by a  duly  authorized officer  of  the
      Borrower  of any  power  of  attorney  issued  pursuant  to  such  Board
      Resolutions.

3.    A legal opinion of the Agent's English and Norwegian counsel and written
      confirmation  from  the  Bank's  Panamanian counsel  that  the  security
      constituted by the Mortgages is not adversely affected by the amendments
      effected hereby.

4.    A copy of  the executed contract between the Borrower and BP Exploration
      Operating  Company  limited  ("BP")  for  the employment  of  the  Henry
      Goodrich from 1 October 1996 (on terms satisfactory to the Agent);

5.    Evidence  that  any condition  to  the  effectiveness  of  the  contract
      referred to in paragraph 4 above have been met.


                              THE THIRD SCHEDULE

1.    Reference in this  Schedule to  Clauses or Schedules  shall, unless  the
      context otherwise requires, be construed as references to clauses of the
      Facility Agreement.

2.    The Facility Agreement shall be amended as follows:

      (A)   New Definition

            A new definition of "BP Contracts" shall be inserted as follows:

            "BP Contracts" means:

                  (i)   the contract between  the Borrower and  BP Exploration
                        Operating Company Limited ("BP") for the employment of
                        the Henry Goodrich from 1 October 1996; and

                  (ii)  the  contract  between the  Borrower  and  BP for  the
                        employment of the  Paul B.  Loyd Jr.  from 1  November
                        1996.

      (B)   Margin
            The Applicable Margin shall reduce to 0.45 per cent. p.a.;

      (C)   The  Repayment Schedule  in the Sixth  Schedule is  reconfirmed as
            follows:
            "Repayment Date                           Repayment
                                                            ($)
            28 February 1997                          5,000,000
            29 August 1997                            6,500,000
            27 February 1998                          6,500,000
            31 August 1998                            6,500,000
            26 February 1999                          4,000,000
            31 August 1999                            4,000,000

                                         Total US$   32,500,000

      (D)   Financial Information

            (i)   Clause   17.1(ii)(a)  shall  be  amended  by  deleting  sub-
                  paragraphs (2), (3), (4) and (5) thereof.

            (ii)  Clause 17.1(ii)(b) shall be deleted.

      (E)   Financial Condition

            (i)   Clauses 18.1(i), 18.2, 18.3 and 18.4 shall be deleted.

            (ii)  The existing  Clause 18.1(ii) shall be  deleted and replaced
                  with the following:

                        "in respect  of the  Arcade Group Liquid  Assets shall
                        not be  less than $10,000,000 Provided  Always that if
                        an Instructing Group determines in its sole discretion
                        that  (as at  1  November in  each year)  satisfactory
                        contractual  commitments exist  for the  employment of
                        the Rigs  for the  twelve month period  following such
                        date  then  during  such twelve  month  period  Liquid
                        Assets  may (notwithstanding  the  foregoing) be  less
                        than  $10,000,000 but shall  not in any  event be less
                        than   $1,500,000  Provided   Further   that   it   is
                        acknowledged  that  the  foregoing  proviso  shall  be
                        deemed to be satisfied if and  for so long as at least
                        one  of the Rigs is employed pursuant to a BP Contract
                        and no notice of cancellation has been received by the
                        Borrower thereunder".

            (iii) Clause  18.5 shall  be deleted  save for  the definition  of
                  "Reporting Date" in Clause 18.5(i). 

            (iv)  Clause 18.6  shall be  deleted  save for  the definition  of
                  "Liquid Assets" in Clause 18.6(v).

      (F)   Covenants

            (i)   Clause 19.3(iii)  shall be  amended by adding  the following
                  proviso:

                        "Provided always  that this Clause shall  not apply if
                        and for so  long as (a)  at least one  of the Rigs  is
                        employed pursuant  to a BP  Contract and no  notice of
                        cancellation   has  been  received   by  the  Borrower
                        thereunder  and  (b)  Liquid   Assets  are  at   least
                        $1,500,000".

            (ii)  Without  prejudice  to  Clause  20.1(xv)  of  the   Facility
                  Agreement  the Agent  and the  Banks hereby  consent to  the
                  management of the  "Henry Goodrich" by Reading and Bates.


The Borrower

ARCADE DRILLING A/S

By: /s/ A. Bakonyi

Address:    Radhusg 5B
            0151 Oslo 1
            Norway

Attention:

Arranger

CHASE INVESTMENT BANK LIMITED
as Arranger and Lead Manager

By:

Address:    Woolgate House
            Coleman Street
            London EC2P 2HD

Attention:  Syndicated Loans

The Banks

THE CHASE MANHATTAN BANK
as Bank

By: 

Address:    Woolgate House
            Coleman Street
            London EC2P 2HD

Attention:

Telex:      8954681 CMBG (tel: 0171 726 5574)

CHRISTIANIA BANK OG KREDITKASSE
as Bank

By:

Address:    PO. Box Sentrum
            0107 Oslo 1
            Norway

The Agent

CHASE MANHATTAN INTERNATIONAL LIMITED

By:

Address:    1 Chaseside
            Bournemouth
            Dorset BH7 7DB

Attention:

Telex:      8954681 CMB G