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                                                                   EXHIBIT 10.37

                                AMENDMENT TO THE
                       SANTA FE INTERNATIONAL CORPORATION
                        1997 EMPLOYEE SHARE PURCHASE PLAN


The 1997 EMPLOYEE SHARE PURCHASE PLAN of Santa Fe International Corporation,
which was adopted effective June 1, 1997, is hereby amended effective January 1,
1999 as follows:

1. Section 7 (a) and (b) of the Plan are hereby DELETED in their entirety and
the following substituted therefore:

     7.   Termination of Employment.

     (a) Termination Other than by Involuntary Temporary Layoff, Total
     Disability, Retirement or Death. If the employment of a participant
     terminates other than by Involuntary Temporary Layoff" as defined in this
     Section 7, retirement as described in Section 7, total disability (as
     determined by the Company) or death, his or her participation in the Plan
     shall automatically and without any act on his or her part terminate as of
     the date of the termination of his or her employment. The Company shall
     thereafter promptly refund to the participant the amount of the cash
     balance in his or her account under the Plan, and thereupon such
     participant's interest in the unexercised options under the Plan shall
     terminate.

     (b) Termination by Retirement, Involuntary Layoff or Total Disability. If,
     on or after the day that is three months before the date of exercise, a
     participant suffers an Involuntary Temporary Layoff, is terminated by the
     Company as a result of total disability or retires on or after his or her
     Normal, Early or Late Retirement Date (as such terms are defined in the
     Pension Plan for the employees of the Company), the participant may in
     conjunction with such Involuntary Layoff, retirement or termination on
     account of total disability, by written notice to the Company, exercise his
     or her options. In such event the Company shall retain the cash balance in
     the participant's account under the Plan and apply such balance on the date
     of exercise to the purchase at the option price of Ordinary Shares,
     including fractions. Alternatively the participant may at that time by
     written notice to the Company, request payment of the cash balance in his
     or her account under the Plan, in which event the Company shall promptly
     make such payment to the participant and thereupon the participant's
     interest in unexercised options under the Plan shall terminate. If the
     participant elects to exercise his or her option, the date of exercise for
     the purpose of computing the amount of the purchase price of the Ordinary
     Shares shall be the date of exercise as set forth in Section 4(a).


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          If a participant suffers an Involuntary Temporary Layoff, is
     terminated by the Company on account of a total disability or retires prior
     to the day that is three months before the date of exercise, the Company
     promptly will pay the balance of the participant's account under the plan
     to him or her and thereupon the participant's interest in the unexercised
     options under the Plan shall terminate.




Dated: December 7th, 1999





By: /s/ J. E. Oliver
    -------------------------------------
    Santa Fe International Corporation