Exhibit 10.112 

                     SECOND AMENDMENT TO CREDIT AGREEMENT



            SECOND AMENDMENT (the  "Amendment"), dated as of  August 30, 1996,
among READING & BATES  CORPORATION ("Holdings"), READING & BATES  DRILLING CO.
(the  "Borrower"), the  financial institutions party  to the  Credit Agreement
referred to below (the "Banks"), Credit Lyonnais New York  Branch, as Co-Agent
(the  "Co-Agent") and  Christiania Bank  og Kreditkasse,  New York  Branch, as
Agent (the  "Agent").   All capitalized  terms used herein  and not  otherwise
defined  shall have the respective meanings provided  such terms in the Credit
Agreement.


                             W I T N E S S E T H :


            WHEREAS, Holdings, the  Borrower, the Banks, the  Co-Agent and the
Agent  are parties  to a  Credit Agreement,  dated as  of April  30,  1996 (as
amended, modified or supplemented, the "Credit Agreement"); and

            WHEREAS, the parties  hereto wish to  amend certain provisions  of
the Credit Agreement as herein provided;

            NOW, THEREFORE, it is agreed:

      1.    Section 7.13 of the Credit Agreement is hereby amended by deleting
all references  to "RB Drilling Co."  contained therein and inserting  in lieu
thereof references to "Reading & Bates Development Co.".


      2.    Section  7.13 of the Credit Agreement is hereby further amended by
inserting at the end thereof the following sub-sections:

                  (h)   Opinions of  Counsel.   The Agent shall  have received
            opinions, addressed  to the Agent and each  of the Banks and dated
            the Second Amendment Effective Date, from  (i) Wayne Hillin, Esq.,
            General  Counsel to the Credit Parties,  which opinion shall cover
            matters, and shall be  in form and substance, satisfactory  to the
            Agent and (ii) from local counsel satisfactory to the Agent as the
            Agent may  request, which opinions  shall cover the  perfection of
            the security interests (including, without limitation, opinions as
            to the enforceability and effect of the Seillean Mortgage) granted
            pursuant  to this Amendment and such other matters incident to the
            transactions  contemplated herein  as  the  Agent  may  reasonably
            request and shall  be in  form and substance  satisfactory to  the
            Agent.

                  (j)   Corporate  Proceedings.  (1)   The  Agent  shall  have
            received from Reading & Bates Development Co. a certificate, dated
            the  Second Amendment Effective  Date, signed by  the President or
            any Vice-President  or other appropriate representative of Reading
            &  Bates Development Co. in the form of Exhibit F with appropriate
            insertions and deletions, together  with copies of the certificate
            of formation,  the by-laws,  or other organizational  documents of
            Reading & Bates Development Co. and the resolutions, or such other
            administrative  approval,  of  Reading  &  Bates  Development  Co.
            referred   to  in  such  certificate  and  all  of  the  foregoing
            (including each  such  certificate of  formation,  certificate  of
            incorporation and by-laws) shall be reasonably satisfactory to the
            Agent.

                  (2)   All  corporate and  legal proceedings and  all instru-
            ments and  agreements in connection with  the transactions contem-
            plated by this Amendment shall be  reasonably satisfactory in form
            and substance to the  Agent, and the Agent shall have received all
            information and copies of  all certificates, documents and papers,
            including  good standing  certificates  and any  other records  of
            corporate proceedings  and governmental  approvals, if  any, which
            the Agent  may have reasonably requested  in connection therewith,
            such documents  and papers, where appropriate, to  be certified by
            proper corporate or governmental authorities.

                  (k)   Fees.  The Borrower  shall have paid to the  Agent and
      the   Banks all Fees and expenses agreed upon by such parties to be paid
      on    or prior to such date.

                  (l)   Security Agreement.   Reading & Bates Development  Co.
            shall have  duly authorized, executed and  delivered a counterpart
            to the Security Agreement, together with:

                        (1)   executed  copies  of Financing  Statements (Form
                  UCC-1  and/or  UCC-3)  or appropriate  local  equivalent  in
                  appropriate  form for  filing under  the UCC  or appropriate
                  local equivalent of each jurisdiction as may be necessary to
                  perfect the  security interests  purported to be  created by
                  the Security Agreement;

                        (2)   certified  copies of Requests for Information or
                  Copies  (Form  UCC-11), or  equivalent  reports,  each of  a
                  recent  date listing all effective financing statements that
                  name  Reading  & Bates  Development  Co., or  a  division or
                  operating unit of Reading & Bates Development Co., as debtor
                  and that  are  filed in  the  jurisdictions referred  to  in
                  immediately preceding  clause (1),  together with  copies of
                  such  financing statements  (none of  which shall  cover the
                  Collateral except (x) those  with respect to which appropri-
                  ate  termination statements  executed by the  secured lender
                  thereunder have  been delivered to the  Collateral Agent and
                  (y) to the extent evidencing Permitted Liens);

                        (3)   evidence that  all other recordings  and filings
                  of,  or with  respect to,  the  Security Agreement,  and all
                  other actions, as may be necessary or, in the opinion of the
                  Collateral   Agent,  desirable   to  perfect   the  security
                  interests intended  to be created by  the Security Agreement
                  have been completed (it being understood and agreed that UCC
                  financing  statements and  termination  statements shall  be
                  filed in  the appropriate governmental  office within  three
                  Business Days after the Second Amendment Effective Date); 

            and  the Security Agreement and  such other documents  shall be in
            full force and effect.

                  (m)   Subsidiary Guaranty.   Reading & Bates Development Co.
            (a "Subsidiary  Guarantor") shall have  duly authorized,  executed
            and delivered a  counterpart of the  Subsidiary Guaranty, and  the
            Subsidiary Guaranty shall be in full force and effect with respect
            to Reading & Bates Development Co.

      3.    Section  10 of the Credit Agreement is hereby amended by inserting
in appropriate alphabetical order the following new definitions:

            "Second Amendment"  shall mean the  Second Amendment, dated  as of
      August 30, 1996, to this Agreement.

            "Second Amendment Effective Date"  shall mean the Second Amendment
      Effective Date as  defined in the Second  Amendment, dated as of  August
      30, 1996, to this Agreement.

      4.    In order to induce the Banks to enter into this Amendment, each of
Holdings  and the Borrower hereby represents and  warrants that (i) the repre-
sentations, warranties and  agreements contained  in Section 7  of the  Credit
Agreement  are true  and correct  in all  material respects  on and as  of the
Second Amendment Effective  Date (except with  respect to any  representations
and  warranties limited by their terms to a specific date, which shall be true
and correct in all material respects as of such date) and (ii) there exists no
Default or Event of Default on the Second Amendment Effective Date (as defined
herein) in each case both before and after giving effect to this Amendment.

      5.    This  Amendment is limited as specified and shall not constitute a
modification,  acceptance or  waiver  of any  other  provision of  the  Credit
Agreement or any other Credit Document.

      6.    This Amendment may be  executed in any number of  counterparts and
by  the different  parties  hereto on  separate  counterparts, each  of  which
counterparts  when executed  and delivered  shall be an  original, but  all of
which shall together  constitute one and the same instrument.   A complete set
of counterparts  shall be lodged with  each of Holdings, the  Borrower and the
Agent.

      7.    THIS AMENDMENT  AND  THE RIGHTS  AND  OBLIGATIONS OF  THE  PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

      8.    This Amendment shall  become effective  on the  date (the  "Second
Amendment Effective Date")  when (i) each  of Holdings, the Borrower,  and the
Banks shall have signed a  copy hereof (whether the same or  different copies)
and shall have delivered (including by way of facsimile) the same to the Agent
at the Notice Office and (ii) each of the conditions set  forth in paragraph 4
hereof shall have been satisfied.

      9.     From  and   after  the  Second  Amendment   Effective  Date,  all
references  in the  Credit Agreement  and the  other Credit  Documents  to the
Credit Agreement shall be deemed to be references to such  Credit Agreement as
modified hereby.

            IN WITNESSES WHEREOF,  the parties hereto  have caused their  duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                              READING & BATES CORPORATION 

                              By:                                             
                                 Title:

                              READING & BATES DRILLING CO.

                              By:                                             
                                 Title:

                              CHRISTIANIA BANK OG
                                KREDITKASSE, NEW YORK BRANCH,
                                Individually, and as Agent

                              By:                                             
                                 Title:

                              By:                                             
                                 Title:

                              CREDIT LYONNAIS NEW YORK
                                BRANCH

                              By:                                             
                                 Title:

                              BANQUE INDOSUEZ

                              By:                                             
                                 Title: 

                              By:                                             
                                 Title: 

                              BANK AUSTRIA AKTIENGESELLSCHAFT

                              By:                                             
                                 Title: 

                              By:                                             
                                 Title: 

                              THE FUJI BANK, LIMITED

                              By:                                             
                                 Title: