Exhibit 10.87


                         Supplement No. 1
                                to
                  FIRST PREFERRED FLEET MORTGAGE

  SUPPLEMENT  NO. 1 dated July 13, 1995 ("Supplement No. 1"), by
  READING  & BATES  OFFSHORE, LIMITED,  an  Oklahoma corporation
  with its  principal place  of  business at  901  Threadneedle,
  Houston,   Texas   77079   (the  "Mortgagor")   to   THE   CIT
  GROUP/EQUIPMENT FINANCING,  INC., a New  York corporation with
  an  office at  1211 Avenue  of the  Americas, New  York, N.Y.,
  10036 (the "Mortgagee").

                       W I T N E S S E T H:

            WHEREAS, the Mortgagor has executed and delivered to
  the Mortgagee the First Preferred Fleet Mortgage dated May 25,
  1995, (said First Preferred Fleet Mortgage being herein called
  the "Mortgage" and the terms herein, unless otherwise defined,
  being used as defined in the Mortgage); and

            WHEREAS, by the Mortgage the Mortgagor  mortgaged to
  the Mortgagee  the U.S.  flag  drilling rig  F.G.  McCLINTOCK,
  Official No. 562059 (as more fully described in the Mortgage),
  to  secure, among other things, payment of all amounts due and
  owing under  the Loan Agreement dated  as of May  25, 1995 and
  the Note dated May 25, 1995; and

            WHEREAS, the  Mortgage was recorded on  May 25, 1995
  at  11:18  am   at  the  United  States   Coast  Guard  Vessel
  Documentation Office, at the Port  of Houston, Texas, in  Book
  B-95/5, page 491; and

            WHEREAS, the drilling  rig described  below in  this
  Supplement  No.  1  is  the  Other  Vessel  described  in  the
  Mortgage; and

            WHEREAS,   the  execution   and  delivery   of  this
  Supplement No. 1 have been  duly authorized and all conditions
  and requirements necessary to make this instrument a valid and
  binding  agreement  and to  effect  the  modifications of  the
  Mortgage provided  herein and  to  continue the  Mortgage,  as
  supplemented and amended by this Supplement No. 1, as a valid,
  binding  a  legal  first  preferred  fleet  mortgage  for  the
  security of all amounts  due under the Loan Agreement  and the
  Note, have been duly performed and complied with;

            NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:

            That, in  consideration  of the  premises and  other
  valuable   consideration,  the   receipt  whereof   is  hereby
  acknowledged,  and  in order  to  secure  the payment  of  all
  amounts  due under  the Loan  Agreement and  the Note  and all
  other  sums that may be secured by the Mortgage, the Mortgagor
  has   granted,   conveyed,   mortgaged,   pledged,   assigned,
  transferred,  set over  and confirmed,  and by  these presents
  does  grant, convey, mortgage,  pledge, assign,  transfer, set
  over and confirms, unto the Mortgagee:

            The whole of the following vessel: 

                      Name                     Official No.
                 GEORGE H. GALLOWAY              651646

            which vessel has been duly documented in the name of
            the Mortgagor under  the laws of  the United  States
            and having  its home port and  port of documentation
            at the  Port of Houston, Texas together  with all of
            the boilers, engines,  generators, air  compressors,
            cranes,  machinery,  masts,  spars, rigging,  boats,
            anchors,  cables, chains,  tackle, tools,  pumps and
            pumping equipment, apparel, furniture,  fittings and
            equipment  (excluding  equipment  not  owned  by the
            Mortgagor),  and  all other  appurtenances thereunto
            appertaining  or  belonging,  whether now  owned  or
            hereafter acquired, whether on board or not, and all
            additions,  improvements, renewals  and replacements
            hereafter  made in  or to  such vessel, or  any part
            thereof, or  in or  to  said appurtenances,  all  of
            which property shall be deemed to be included in the
            term "Vessel" as used in the Mortgage.

            TO  HAVE  AND TO  HOLD  all and  singular  the above
  mortgaged and described  property unto the  Mortgagee, to  its
  own use, benefit and behoof forever.

                          ARTICLE FIRST 

            SECTION 1.  The  Granting Clause of the  Mortgage is
  hereby  amended  by  adding  thereto an  additional  paragraph
  reading as follows:

            "The whole of the following vessel:

                      Name                     Official No.
                 GEORGE H. GALLOWAY              651646

            which vessel has been duly documented in the name of
            the Mortgagor under  the laws of  the United  States
            and having  its home port and  port of documentation
            at  the Port of Houston,  Texas together with all of
            the boilers, engines,  generators, air  compressors,
            cranes,  machinery,  masts,  spars, rigging,  boats,
            anchors,  cables, chains,  tackle, tools,  pumps and
            pumping equipment, apparel, furniture,  fittings and
            equipment  (excluding  equipment  not  owned  by the
            Mortgagor),  and  all other  appurtenances thereunto
            appertaining  or  belonging,  whether now  owned  or
            hereafter acquired, whether on board or not, and all
            additions,  improvements, renewals  and replacements
            hereafter made  in or  to such  vessel, or  any part
            thereof, or  in or  to  said appurtenances,  all  of
            which property shall be deemed to be included in the
            term "Vessel" as used in the Mortgage.

            SECTION  2.    For  the  purpose  of  recording  the
  Mortgage,  as the same is hereby  supplemented, as required by
  46 U.S. Code  Ch. 313,  the total amount  remains Twenty  Five
  Million United  States Dollars (USD 25,000,000) plus interest,
  costs, expenses  and  performance of  mortgage covenants;  the
  discharge amount is the same as the total amount; and there is
  no separate discharge amount.

                          ARTICLE SECOND  

            SECTION 1.  All  of the covenants and  agreements on
  the part of the Mortgagor which  are set forth in, and all the
  rights, privileges,  powers  and immunities  of the  Mortgagee
  which are provided for in the Mortgage are incorporated herein
  and shall apply to the Vessels hereby and heretofore subjected
  to the  lien of the Mortgage and otherwise with the same force
  and effect as though set forth at length in this supplement.

            SECTION 2.  This instrument is executed as and shall
  constitute an  instrument  supplemental to  the Mortgage,  and
  shall  be  construed in  connection with  and  as part  of the
  Mortgage.

            SECTION 3.  Except as modified and expressly amended
  by  this  Supplement  No.  1  and  any other  supplement,  the
  Mortgage is in all respects ratified and confirmed and all the
  terms, provisions  and conditions thereof shall  be and remain
  in full force and effect.

            SECTION 4.  This Supplement No. 1 may be executed in
  any number  of counterparts,  and  each of  such  counterparts
  shall for all purposes be deemed to be an original.

            IN WITNESS  WHEREOF, this Supplement No.  1 has been
  executed and delivered the day and year first above written.


                           READING AND BATES OFFSHORE, LIMITED


                           By: ________________________________
                               Name: __________________________
                               Title: _________________________


                           THE  CIT  GROUP/EQUIPMENT  FINANCING,
                           INC.


                           By: ________________________________
                               Name: __________________________
                               Title: _________________________




  STATE OF  TEXAS          )
                           ) ss.:
  COUNTY OF HARRIS         )



       On this ____ day of July, 1995, before me personally came
  ___________________________, to  me  known, who,  being by  me
  duly  sworn,  did  depose and  say  that  his  address is  901
  Threadneedle,   Houston,    Texas    77079;   that    he    is
  ____________________ of Reading &  Bates Offshore, Limited the
  corporation  described  in and  which  executed the  foregoing
  instrument;  and that he  signed his name  thereto pursuant to
  authority granted to  him by  the Board of  Directors of  said
  corporation. 




  _________________________________
          (Notary Public) 



 

  STATE OF  TEXAS          )
                           ) ss.:
  COUNTY OF DALLAS         )



       On this ____ day of July, 1995, before me personally came
  Joseph M. Pitch, to me known, who, being by me duly sworn, did
  depose and say that  his address 2110 Walnut Hill  Lane, Suite
  230,  Irving, Texas  75038;  that he is  Vice President of The
  CIT Group/Equipment Financing, Inc., the corporation described
  in and which  executed the foregoing  instrument; and that  he
  signed his name  thereto pursuant to authority  granted to him
  by the Board of Directors of said corporation. 




  _________________________________
          (Notary Public)