Exhibit 10.106



                                  AMENDMENT

                                     TO

                           FIRST PREFERRED MORTGAGE

                              Dated July 9, 1996

                         READING & BATES DRILLING CO.

                                  in favor of


WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee


                                  JACK BATES


      AMENDMENT to  FIRST PREFERRED MORTGAGE  made and  given this 9th  day of
July, 1996 between READING &  BATES DRILLING CO. (herein called the  "Owner"),
an  Oklahoma corporation with offices at 901 Threadneedle, Suite 200, Houston,
Texas 77079, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not
in its individual  capacity but solely as indenture trustee  for the Banks and
as  mortgagee (the "Trustee") with offices at Rodney Square North, Wilmington,
Delaware 19890-0001.

WHEREAS:

(A)   The  Owner is the sole owner of  the whole of the offshore drilling unit
      JACK BATES  documented under the laws  and flag of the  United States of
      America  with Official Number 906283 of 19,928 gross registered tons and
      14,948 net registered tons (the "Rig").

(B)   By  a Credit Agreement dated as of  April 30, 1996 (as amended, restated
      or supplemented from time to time, the "Credit Agreement") among Reading
      & Bates Corporation,  a Delaware corporation ("Holdings"),  the Owner as
      borrower, the banks  party thereto  (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"),  it was  agreed,
      among other things,  that the  Banks would make  available to the  Owner
      upon the  terms and  conditions therein  described a  reducing revolving
      credit  facility (the  "Facility") in  an aggregate  amount at  any time
      outstanding    of   One   Hundred    Million   United   States   Dollars
      (US$100,000,000), providing for the making of Loans and the issuance of,
      and participation in, Letters of Credit as contemplated therein.

(C)   To secure the obligations of the  Owner with respect to the Facility and
      its obligations under the  Credit Agreement, the Owner has  executed and
      delivered to the Trustee a first preferred mortgage dated April 30, 1996
      with  respect to  the Rig  (the "Mortgage")  which  was recorded  at the
      National Vessel Documentation Center  on April 30, 1996 in Book 96-21 at
      Page 91.  The form  of the Credit Agreement is attached to  the Mortgage
      as Exhibit 1.

(D)   By an Amendment to  the Credit Agreement dated  as of July 9, 1996  (the
      "Amendment"),  the  form  of  which  Amendment  without  attachments  is
      attached hereto as  Exhibit 1 among Holdings, the Owner,  the Banks, the
      Co-Agent and the Agent, it was agreed among other things  that the Banks
      would  increase the amount available to  the Owner under the Facility to
      an aggregate amount at any time outstanding of One Hundred Forty Million
      United States Dollars (US$140,000,000) subject to semi-annual reductions
      as set forth therein.

(E)   In  order  to  secure  its  obligations  with  respect  to  the  Secured
      Indebtedness  under  the  Credit   Agreement  and  the  performance  and
      observance  of and  compliance  with all  of  the covenants,  terms  and
      conditions contained in the  Mortgage, as amended hereby, and  to induce
      the Banks  to enter into the  Amendment and for other  good and valuable
      consideration,  the   receipt  and   sufficiency  of  which   is  hereby
      acknowledged by the Owner,  the Owner has duly authorized  the execution
      and delivery of this Amendment to the Mortgage under and pursuant to the
      United  States Ship  Mortgage Act,  1920, as  amended, recodified  at 46
      U.S.C. 31301 et seq.

      NOW THIS AMENDMENT WITNESSETH AND IT IS HEREBY AGREED:

1.    DEFINITIONS AND INTERPRETATION

      1.01  Terms defined in the Mortgage shall have the same meaning as  used
            herein.

      1.02  The  terms "Credit  Agreement" as  defined in  Clause 1.01  of the
Mortgage and as  used in the Mortgage shall  be deemed to refer to  the Credit
Agreement  as amended  by the Amendment  and as  further amended,  restated or
supplemented from time to time. 

      1.03  The term "Other Rigs" shall be amended to refer to the J.W. McLEAN
as registered  under the  laws of  the  Republic of  Panama   of 15,453  gross
registered tons and 4,636 net registered tons, and shall also  include (i) the
jack-up drilling rig HARVEY  H. WARD owned  by HRB Rig Corporation  documented
under the laws and flag  of the United States of America with  Official Number
642693 of  4,121 gross tons and  3,079 net registered tons,  (ii) the offshore
drilling  rig Rig 41 owned by the RB Drilling Co. documented under the laws of
the Republic of Panama with  Patente Number 22365-95 of 10,078 gross  tons and
3,024  net registered tons and (iii) the  offshore drilling rig SEILLEAN to be
acquired by the RB as contemplated by the Amendment.

      2.    CONFIRMATION OF MORTGAGE

      2.01  To secure the obligations of the Owner under the Credit Agreement,
the Owner confirms  and ratifies the granting of a mortgage  on and a security
interest in the Rig pursuant to the Clause 3.01 of the Mortgage.

      3.    RECORDING

      3.01  For the purpose of  recording this Amendment, the total  amount of
the  Mortgage is increased to U.S.$140,000,000 (One Hundred Forty Million U.S.
Dollars)  of principal,  plus  interest, fees,  commission and  performance of
mortgage  covenants.   The interest  of the  Owner in  the Rig  is 100%.   The
interest of the Trustee in the Rig is 100%.  The discharge amount  remains the
same as the total amount plus such other sums as shall be payable by the Owner
to the Banks under the Credit Agreement.

      4.    RATIFICATION

      4.01  Except as expressly amended  hereby, the Mortgage remains  in full
force and effect. 


      IN  WITNESS  WHEREOF, the  Owner and  the  Mortgagee have  executed this
Amendment  on the date  written below,  to be effective  as of the  date first
written above.

READING & BATES DRILLING CO.



By:_______________________

Date:_______________



WILMINGTON TRUST COMPANY, as Indenture Trustee



By:________________________

Date:_______________


                                ACKNOWLEDGEMENT



STATE OF NEW YORK      )
                       )  S.S.
COUNTY OF NEW YORK     )


                  On  this 9th day of July, 1996 before me personally appeared
_________________ to me known who  being by me duly sworn did dispose  and say
that he  resides at  ____________________________, that  he is  __________ for
READING &  BATES DRILLING CO., the corporation described in and which executed
the foregoing instrument; and  that he signed his name thereto by order of the
Board of Directors of said corporation.



                          ___________________________
                                 Notary Public



                                ACKNOWLEDGEMENT


STATE OF NEW YORK      )
                       )  S.S.
COUNTY OF NEW YORK     )



                  On  this 9th day of July, 1996 before me personally appeared
_________________ to me known who being by  me duly sworn did dispose and  say
that he  resides at  ____________________________,  that he  is __________  of
WILMINGTON  TRUST COMPANY, the corporation described in and which executed the
foregoing instrument;  and that he  signed his  name thereto by  order of  the
Board of Directors of said corporation.




                          ___________________________
                                 Notary Public