Exhibit 10.71


                              AMENDMENT AGREEMENT

                                 relating to a

                         $90,000,000 Facility Agreement

                                    between

                               ARCADE DRILLING AS
                                  as Borrower

                         CHASE INVESTMENT BANK LIMITED
                                  as Arranger

                         THE CHASE MANHATTAN BANK, N.A.
                                    as Agent

                                      and

                                     OTHERS 
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  THIS AGREEMENT is made on                                          1995


  BETWEEN

  (1)   ARCADE DRILLING AS (the "Borrower");

  (2)   CHASE INVESTMENT BANK LIMITED (the "Arranger");

  (3)   THE CHASE MANHATTAN BANK, N.A. (the "Agent"); AND

  (4)   THE  FINANCIAL  INSTITUTIONS  named  in  the  First   Schedule  (the
  "Banks").

  WHEREAS

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

  (B)   A letter agreement  was executed between the parties on  19 February
        1993 which  (inter  alia) increased  the Applicable  Margin  payable
        under the Loan Agreement;

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


  IT IS AGREED

  1.    Interpretation

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

  1.2   In this Agreement  "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; and

        (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 Loan  Agreement shall (unless  the context
        otherwise  requires)  be  construed  as  a  reference  to  the  Loan
        Agreement as amended pursuant hereto or from time to time.

  3.2   Save as expressly proved 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
                    Loan Agreement (other than in sub-clauses 16.2(viii) and
                    (ix))  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
                    1994; and

              (ii)  each of the  representations set  out in Clause  16.l 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 successor 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

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

  7.    Counterparts

        This Agreement may be executed 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.


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

                               THE FIRST SCHEDULE


                                          Current Portion
  The Banks                                of the Advance


  THE CHASE MANHATTAN BANK, N.A.            17,000,000.00
  DE NATIONALE INVESTERINGSBANK N.V.         7,083,333.33
  NEDSHIP NORGE AS                           4,722,222.23
  ING BANK INTERNATIONAL                     4,722,222.22
  SPAREBANKEN ROGALAND                       3,541,666.66
  CHRISTIANIA BANK OG KREDITKASSE            2,361,111.12
  INDUSTRI AND SKIPSBANKEN A/S               1,888,888.89
  SPAREBANKEN SOR                            1,180,555.55


                              THE SECOND SCHEDULE

                         Condition Precedent Documents

  1.    A copy certified  as a true copy by a duly authorised 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 authorised  office of  the
        Borrower  of any  power of  attorney issued  pursuant to  such Board
        Resolutions.

  3.    A legal opinion of the Agent's Panamanian counsel.

  4.          (i)   a  copy  of  the  original  contract  with  BP  for  the
                    employment  of  the  "Sonat  Arcade  Frontier"  and  the
                    extension thereof until 1 November 1996;

              (ii)  a copy of  the extension of the contract with  Shell for
                    the  employment of the "Henry Goodrich"  until 1 October
                    1996;

        each in form and substance satisfactory to the Agent.



                               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 Loan Agreement.

  2.    The Loan Agreement shall be amended as follows:

        (A)   Margin

              The Applicable Margin shall revert to 1.75 per cent. p.a.;

        (B)   Reporting Dates

              (i)   Clause 17.1(ii)(a) shall be amended by replacing  "four"
                    in the third line with "six";

              (ii)  Clause 18.2  (v) shall be amended  by replacing "1st May
                    1992" in the third line with "30 June 1995"; 

              (iii) Clause 18.5(i) shall be amended by deleting the existing
                    words and replacing them with the following:

                          ""Reporting Date" means 31 December and 30 June in
                          each calendar year"

              (iv)  Clause 18.5(ii)(a) and (b) shall be amended  by deleting
                    the  existing  words   and  replacing   them  with   the
                    following:

                          ""Relevant  Period"  means,  in  respect  of  each
                          Reporting Date, both of the following:

                                (a)   the   six    months   preceding   such
                                      Reporting   Date   (each   an  "Actual
                                      Calculation Period"); and

                                (b)   the   six   months   succeeding   such
                                      Reporting  Date   (each  a  "Projected
                                      Calculation Period")"; and

              (v)   Clause 18.5(cc) shall be deleted.

        For  the avoidance of  doubt, the amendments to  the Reporting Dates
        set  out above  shall take effect  prospectively from  the Effective
        Date and shall not have any retrospective effect.

        (C)   Financial Covenants

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

                          "in respect of the  Arcade Group:  the  portion of
                          Current  Assets constituted by Liquid Assets shall
                          not be less than $10,000,000 Provided Always  that
                          if an  Instruction 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 the  portion of  Current Assets constituted
                          by  Liquid   Assets   may   (notwithstanding   the
                          foregoing) be less than  $10,000,000 but shall any
                          event  not  be less  than $2,000,000  and Provided
                          Further  that  the  Borrower may, during the first
                          quarter  of  1996  declare  a  dividend  of up  to
                          $15,000,000 if, after such payment, the portion of
                          Current Assets constituted  by  Liquid  Assets  is
                          not less than $2,000,000;."

              (ii)  Clause  18.6(iv)  shall  be  amended   by  deleting  the
                    existing  proviso  thereto  and  replacing  it with  the
                    following:

                          "Provided  Always   that  (irrespective   of   the
                          foregoing) Current Liabilities  shall not  include
                          (i) to the  extent consistent with then  generally
                          accepted  accounting  principles  in  Norway,  any
                          obligation  to   pay,  as   aforesaid,   scheduled 
                          charterhire or any  analogous sums in  relation to
                          any vessel or charter, lease or hire to any member
                          of the  Arcade  Group and  (ii) any  payments  due
                          under this Agreement within twelve months from the
                          date of computation."

              (iii) Clause 19.3(iii)  shall be deleted and  replaced by  the
  following:

                          "pay,  make  or  declare  any  dividend  or  other
                          distribution,    other     than    dividends    or
                          distributions  to members of the  Arcade Group and
                          other than distributions of amounts represented by
                          Liquid Assets  in excess of the  amount of  Liquid
                          Assets  required  to  be  maintained  pursuant  to
                          Clause 18.1(ii) and which an Instructing Group has
                          approved as being available  for such dividend  or
                          distribution (such approval not to be unreasonably
                          withheld)."

  3.    Without  prejudice  to Clause  20.1(xv) of  the Loan  Agreement, the
        Agent and  the Banks  hereby  consent to  the management  of  "Sonat
        Arcade  Frontier" by  Reading &  Bates with  effect from  4 December
        1995.


  The Borrower

  ARCADE DRILLING A/S

  By:

  Address:    Stortingsg 8
              0161 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 Managers and Banks

  THE CHASE MANHATTAN BANK, N.A.
  as Bank

  By:

  Address:    Woolgate House
              Coleman Street
              London EC2P 2HD

  Attention:

  Telex:            8954681 CMBG (tel: 0171 726 5574)


  DE NATIONALE INVESTERINGSBANK N.V.
  as Lead Manager and Bank

  By:

  Address:    4 Carnegieplein 4/P.O. Box 380
              2517 KJ/2504 B.H. The Hague
              The Netherlands

  Address for notices:    as above

  Attention:

  Telex:            31368 INVES NL


  NEDSHIP NORGE A/S
  as Manager and Bank

  By:

  Address:    P. O. Box 1166
              Sentrum
              0107 Oslo
              Norway

  Address for notices:    as above

  Attention:

  Telex:            71043 XIABK N


  ING BANK INTERNATIONAL
  as Bank

  By:

  Address:    P. O. Box 1800 
              1000 BV Amsterdam
              The Netherlands

  Address for notices:

  Attention:

  Telex:

  SPAREBANKEN ROGALAND
  as Bank

  By:

  Address:    P. O. Box 218
              Bjerstad Terrasse 1
              N-4001 Stavanger
              Norway

  Address for notices:    as above

  Attention:

  Telex:            33016 SRBK N

  CHRISTIANIA BANK OG KREDITKASSE
  as Bank


  By:

  Address:   P. O. Box Sentrum
             0107 Oslo 1
             Norway

  INDUSTRI AND SKIPSBANKEN A/S

  
  Address:    Postboks 117 Universitetet
              5027 Bergen
              Norway

  Address for notices:    as above

  Attention:  Haakon Roska

  Telex:            40320 ISBAN N


  SPAREBANKEN SOR
  as Bank

  By:

  Address:    P. O. Box 310
              N-4801 Arendal
              Norway

  Address for notices:    as above

  Attention:

  Telex:            21164 SPSOR N
  The Agent

  THE CHASE MANHATTAN BANK, N.A. 


  By:

  Address:    1 Chaseside
              Bournemouth
              Dorset  BH7 7DB

  Attention:

  Telex:            8954681 CMB G