Exhibit 10.85

                          AMENDMENT NO. 1
                                TO
                             GUARANTY

       Amendment  No. 1  dated as  of December  20, 1995  to the
  Guaranty  dated as of May  25, 1995 (the  "Guaranty"), made by
  READING  &  BATES  CORPORATION, a  corporation  organized  and
  existing  under  the  laws  of  the  State  of  Delaware  (the
  "Guarantor"), in  favor of THE CIT  GROUP/EQUIPMENT FINANCING,
  INC., (the "Lender").

       WHEREAS, READING &  BATES OFFSHORE, LIMITED, an  Oklahoma
  corporation (the "Borrower"), a wholly-owned subsidiary of the
  Guarantor, entered  into that certain Loan  Agreement dated as
  of May 25, 1995,  (the "Loan Agreement") providing for  a loan
  of  USD 25,000,000 by the Lender to the Borrower (the "Loan");
  and

       WHEREAS, the Borrower's obligation to repay the Loan  and
  interest thereon is  evidenced by the  Promissory Note of  the
  Borrower  dated  May 25,  1995, in  favor  of the  Lender (the
  "Note"); and 

       WHEREAS, the  Lender has agreed to make  available to the
  Borrower  an   additional  USD  5,000,000   subject  to   such
  additional amount  being governed by the  terms and conditions
  of the Loan Agreement, evidenced by the Note and guaranteed by
  the Guarantor; 

       WHEREAS, the Borrower, the Lender and the Guarantor  have
  agreed to the terms of  Amendment No. 1 to the Loan  Agreement
  dated  as of December ___,  1995, ("Amendment No.  1") and the
  Borrower  and  the  Lender  have   agreed  to  the  terms   of
  Endorsement  No.  1  to  the  Note  dated  December  __,  1995
  ("Endorsement No.  1") to,  among  other things,  reflect  the
  changes described above; and

       WHEREAS, it is to the corporate  benefit of the Guarantor
  that  the Borrower enter into Amendment  No. 1 and Endorsement
  No. 1; and

       WHEREAS,  in order  to induce  the Lender  to  enter into
  Amendment  No.  1 and  Endorsement  No.  1, the  Guarantor  is
  prepared  to guaranty the  performance by the  Borrower of its
  obligations under the Loan Agreement, as amended by  Amendment
  No.  1, and under the  Note, as amended  by Endorsement No. 1;
  and 

       WHEREAS, the  Lender is prepared to  enter into Amendment
  No.  1 and  Endorsement  No. 1  in consideration,  among other
  things, of  the continuing  guaranty by the  Guarantor of  the
  obligations  of  the Borrower  under  the  Loan Agreement,  as
  amended by  Amendment No. 1, and under the Note, as amended by
  Endorsement No. 1.

       NOW THEREFORE,  IN  CONSIDERATION OF  THE  PREMISES,  the
  Guarantor and the Lender hereby agree as follows:

       1.   All references in the Guaranty to the Loan Agreement
  shall mean the Loan Agreement as amended by Amendment No. 1.

       2.   All  references in  the Guaranty  to the  Note shall
  mean the Note as amended by Endorsement No. 1.

       3.   The   Guarantor   hereby  acknowledges   receipt  of
  Amendment  No. 1 and Endorsement  No. 1 in  execution form and
  hereby consents  and agrees  to both of  them and  to all  the
  terms and provisions thereof.

       4.   Except as otherwise provided herein or as waived  in
  writing  by  the Lender,  the  Representations and  Warranties 
  contained in Section 7  of the Guaranty made by  the Guarantor
  in favor of  the Lender are correct  on and as of the  date of
  this Amendment  No. 1 to the Guaranty as though made on and as
  of such  date and the  Guarantor is in compliance  with all of
  the Covenants contained in Section 3.03 of the Loan Agreement.

       5.   All capitalized  terms used in this  Amendment No. 1
  to  Guaranty which  are  not  defined  herein shall  have  the
  meanings given to them in the Loan Agreement, as amended.

       6.   This Amendment  No. 1 to Guaranty  shall be governed
  by, and construed in accordance with, the laws of the State of
  New York, other than the conflict of laws rules thereof. 

       IN  WITNESS  WHEREOF, the  undersigned  has  executed and
  delivered this Amendment  No. 1  to Guaranty, as  of the  date
  first above written.


                      READING & BATES CORPORATION

                      By:______________________________
                      Name:____________________________
                      Title:___________________________


                      THE CIT GROUP/EQUIPMENT FINANCING, INC.


                      By:______________________________
                      Name:____________________________
                      Title:___________________________