Exhibit 10.84

                                  AMENDMENT NO. 1

                                       TO

                                 LOAN AGREEMENT

        AMENDMENT NO. 1 dated as of December 20, 1995 ("Amendment No. 1") to
  the Loan Agreement dated as  of May 25, 1995 (the "Loan Agreement"), among
  READING  &   BATES  OFFSHORE,  LIMITED,  an   Oklahoma  corporation   (the
  "Borrower"), READING  &  BATES CORPORATION,  a Delaware  corporation  (the
  "Guarantor")  and THE  CIT  GROUP/EQUIPMENT  FINANCING, INC.,  a  New York
  corporation (the "Lender").

                              W I T N E S S E T H:

        WHEREAS, pursuant to  the Loan Agreement, the  Lender made available
  to the Borrower a loan of up to USD 25,000,000 (the "Loan"), as  evidenced
  by  the secured  promissory note of  the Borrower dated May  25, 1995 (the
  "Note"); and

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

        NOW THEREFORE, in consideration of the above recitals and for  other
  good and valuable  consideration, the receipt and sufficiency of  which is
  hereby  acknowledged, the  parties agree  to amend  the Loan  Agreement as
  follows:

        1.    The Definitions  of the Loan Agreement  are hereby  amended as
  follows:

        (a)   The definition of  "Loan Documents" is hereby  amended to read
  as follows:

        "Loan Documents" means this Agreement, the Mortgage, Guaranty,
        the Note, and the Amendment Documents.

        (b) The following new definitions are hereby added to the

  Definitions of the Loan Agreement:

        "Amendment  Date"  means the  date  on  which  the  conditions
        precedent  contained  in  Section  4 of  Amendment  No. 1  are
        fulfilled  and   the  modifications  to  the   Loan  Agreement
        contemplated by Amendment No. 1 become effective.

        "Amendment Documents" means Amendment  No. 1, Endorsement  No.
        1, the Guaranty Amendment, and the Mortgage Amendment.

        "Endorsement No. 1"  means the Endorsement No. 1 to  the Note,
        substantially in the form of Exhibit A attached hereto.

        "Guaranty Amendment"  means Amendment No. 1  to the  Guaranty,
        substantially in the form of Exhibit B attached hereto.

        "Mortgage  Amendment"  means Amendment  No.  2  to  the  First
        Preferred Fleet Mortgage on the Vessels, in form and substance
        satisfactory to the Lender. 

        2. Amount. Section 1.01  of the Loan Agreement is hereby amended  by
  deleting the figure "USD 25,000,000"  in the last line of such section and
  replacing it with the figure "USD 30,000,000."

        3. Revolving Loan Availability Period. Section 1.02(b) of  the  Loan
  Agreement is hereby amended to read as follows:

        "(b) From  and after  the Amendment Date until  the Term  Loan
        Conversion Date, the Borrower shall maintain an  average daily
        outstanding principal amount  of the Loan of no less  than USD
        10,000,000 and  there shall  be no  more  than USD  25,000,000
        outstanding principal  amount of  the Loan  on the  Term  Loan
        Conversion Date."

        4.    Conditions Precedent.

        4.1  Documents Required as Conditions Precedent  to Amendment No. 1.
  The  effectiveness of the modifications to the Loan Agreement contemplated
  by this  Amendment No. 1  are subject to the condition  precedent that the
  Lender shall have received at  or prior to the  Amendment Date all of  the
  following, each dated on or before the Amendment Date and each in form and
  substance satisfactory to the Lender and its counsel:

        (a)   Each   of  the  Amendment  Documents  shall   have  been  duly
  authorized and  executed with original counterparts  thereof delivered  to
  the Lender.

        (b)   The Borrower  and the  Guarantor shall  have delivered  to the
  Lender evidence of  good standing, certified copies  of their Certificates
  of  Incorporation,   certificates  of   incumbency   and  duly   certified
  resolutions of  their respective  Boards of Directors and  all such  other
  corporate  documentation  authorizing  each  of  them to  enter  into  the
  transactions contemplated by Amendment No. 1.

        (c)  The Lender  shall have  received opinions  from counsel  to the
  Borrower  and the  Guarantor, as the case  may be,  and an opinion  of its
  special counsel, Gardere  Wynne Sewell &  Riggs, L.L.P., each in  form and
  substance satisfactory to the Lender. 

        (d)   The  representations and warranties contained in  Section 5 of
  this Amendment No. 1 and in each other Amendment Document shall be true on
  the Amendment Date with the same effect as though such representations and
  warranties had been made on and as  of such date, and no Event  of Default
  specified  in Article IV, of the  Loan Agreement and no  event which, with
  the lapse of  time or the notice and lapse of time specified in Article IV
  of the Loan Agreement,  would become such an Event of Default,  shall have
  occurred and be continuing.

        (e)   All orders, consents, approvals, licenses,  authorizations and
  validations  of,  and  filings,  recordings  and  registrations  with  and
  exemptions  by any  Governmental  Agency  or any  Person (other  than  any
  routine  filings  which  may  be  required  after  the  date  hereof  with
  appropriate  governmental authorities in connection with  the operation of
  the  Vessels)  required  to  (i) authorize  the  execution,  delivery  and
  performance by the  Borrower and the Guarantor of the  Amendment Documents
  to  which they  are parties  or (ii) prevent  the execution,  delivery and
  performance by the  Borrower and the Guarantor of the  Amendment Documents
  to which they  are parties from resulting in a breach of  any of the terms
  or  conditions of, or resulting in  the imposition of any  lien, charge or
  encumbrance upon any properties of the Borrower and the Guarantor pursuant
  to, or constituting a default  (with due notice or lapse of time or both),
  if such breach, imposition or default would result in a materially adverse
  change in  the financial position  of the  Borrower and the Guarantor,  or
  resulting in an occurrence of any event for which any holder or holders of
  Indebtedness  may declare the  same due and payable  under, any indenture,
  agreement, order, judgment or instrument under which the Borrower and  the
  Guarantor  are a party (other than the Mortgagee or the Assignments) or to
  the Borrower's knowledge after due inquiry by which any of the Borrower or
  the Guarantor or their property may be bound or affected, or under the
  Certificates of Incorporation or Bylaws of the Borrower or the  Guarantor,
  shall have been obtained or made.

        (f)   Evidence  of the payment  of the Amendment Fee  referred to in
  Section 6(a) below.

        (g)   Evidence of  the successful  completion of the  GATX sale  and
  leaseback and the CBK loan transactions. 
   
        4.2   Waiver  of  Conditions  Precedent.    All  of  the  conditions
  precedent contained  in this Section 4  are for  the sole  benefit of  the
  Lender and  the Lender may waive  any of them  in its absolute discretion,
  and on such conditions as it deems proper.

        5.    Representations of the Borrower.  The Borrower  represents and
  warrants that:

        (a)   The Borrower  is  a corporation,  duly organized  and  validly
  existing in good standing under the laws of the State of Oklahoma, and has
  the requisite  power  and  authority (i)  to  carry  on  its  business  as
  presently conducted, (ii) to enter into and perform its obligations  under
  each Amendment  Document to  which it  is a party, and  (iii) to  borrower
  moneys.

        (b)   The  execution, delivery  and performance  by the  Borrower of
  each Amendment Document to which it is  a party, and any other  instrument
  or agreement provided for by this Amendment No. 1 to which the Borrower is
  a party,  have been duly authorized by all necessary  corporate action, do
  not require stockholder approval other than such as has been duly obtained
  or given, do not or will not  contravene any of the terms of  its Articles
  of Incorporation or Bylaws,  and will not violate any provision of  law or
  of  any order of any court  or governmental agency or  constitute (with or
  without  notice or  lapse of  time  or both)  a  default under,  or result
  (except as  contemplated by this  Amendment No. 1) in the  creation of any
  security interests, lien, charge or encumbrance upon any of its properties
  or assets  pursuant to,  any agreement, indenture or  other instrument  to
  which it is a party or by which it may  be bound; this Amendment No. 1 and
  each Amendment Document to which it is a party has been  duly executed and
  delivered by  the Borrower  and constitutes its legal,  valid and  binding
  agreement  or instrument,  enforceable in  accordance with  the respective
  terms thereof.   The enforceability  of this Amendment No.  1, however, is
  subject   to  all   applicable  bankruptcy,   insolvency,  reorganization,
  moratorium,  and other  laws  affecting  the rights  of creditors  and  to
  general equity principles.
    
        (c)   There are no suits or proceedings pending or to its  knowledge
  threatened against or affecting the Borrower which if adversely determined
  would  have  a  material  adverse effect  upon  its  financial  condition,
  operations or business.

        (d)   The registered office of the Borrower is c/o The Prentice-Hall
  Corporation System,  Oklahoma, Inc., 115 S.W. 89th  Street, Oklahoma City,
  Oklahoma 73139-8511.  The principal  place of business of the Borrower and
  the  place where  all records  relating  to the  transactions contemplated
  hereby, including records relating to the chartering and operations of the
  Vessels are kept is 901 Threadneedle, Suite 200, Houston, Texas 77079. 

        (e)   Other than such as have been obtained, no license, consent  or
  approval  of  any Governmental  Agency or  other  regulatory  authority is
  required for the execution, delivery or performance of this Amendment  No.
  1 or any other Amendment Document or any instrument contemplated herein or
  therein.     The  Borrower   is  the  holder  of   all  certificates   and
  authorizations of governmental authorities required by law to enable it to
  engage in the business transacted by it.

        6.    Fees and Expenses.

              (a)   Fees.    The  Borrower  agrees  to  pay  the  Lender  an
  Amendment Fee of USD 25,000.00 payable on the Amendment Date.

              (b)   Expenses.   The Borrower agrees to  promptly, whether or
  not the modifications to the Loan Agreement contemplated by this Amendment
  No.  1  become effective,  (x)  reimburse  the Lender  for  all  fees  and
  disbursements of external counsel to the Lender and all  reasonable out of
  pocket  fees and disbursements  of the Lender incurred  in connection with
  the preparation, execution  and delivery of this  Amendment No. 1 and  all
  other documents  referred to herein,  and all amendments or  waivers to or
  termination of this Amendment No.  1 or any agreement  referred to herein;
  and (y)  reimburse the Lender for  all fees and  disbursements of internal
  and external counsel to the Lender and all reasonable  out of pocket fees,
  disbursements  and  travel-related expenses  of  the  Lender  incurred  in
  connection with  the protection  of the  rights of  the Lender  under this
  Amendment No. 1  and all  other documents referred  to herein,  whether by
  judicial proceedings or otherwise.  The obligations of the Borrower  under
  this Section 6 shall survive payment of the Loan.

        7.   Wherever and in each  such place the  term "Loan Agreement") is
  used throughout  the Loan Agreement,  such term shall be read  to mean the
  Loan Agreement as amended by this Amendment No. 1.

        8.  Except as  specifically amended by this Amendment No. 1,  all of
  the terms and provisions of the Loan Agreement shall  remain in full force
  and effect.

        9.  All capitalized terms used  herein but not defined  herein shall
  have the meaning given to them in the Loan Agreement.

        10.  THIS AMENDMENT NO. 1 TO LOAN AGREEMENT SHALL BE GOVERNED BY AND
  CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

        IN WITNESS  WHEREOF,  the parties  hereto have  duly  executed  this
  Amendment No. 1 on the date first written above.

                                READING & BATES CORPORATION


                                By:                                 
                                      Name:                          
                                      Title:                          

                                READING & BATES OFFSHORE, LIMITED


                                By:                                 
                                      Name:                          
                                      Title:                          

                                THE CIT GROUP/EQUIPMENT
                                FINANCING, INC. 

                                By:                                 
                                      Name:                          
                                      Title: