EXHIBIT 10.191

                       FIRST AMENDMENT TO
                         LOAN AGREEMENT

          This FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") dated
as  of  April  21,  1997  is  among TRB HOLDING CORPORATION,  a  Delaware
corporation (the "Borrower"), READING & BATES (U.K.) LIMITED,  a  limited
liability  company  organized  under  the  laws  of  the  United  Kingdom
("Reading  &  Bates  (U.K.)"; the Borrower and Reading  &  Bates  (U.K.),
individually, a "Company" and collectively, the "Companies"), and  NISSHO
IWAI EUROPE PLC, an English corporation (the "Lender").

          PRELIMINARY  STATEMENT.   The  Companies  and  the  Lender  are
parties  to  a  Loan Agreement dated as of December 14, 1996  (the  "Loan
Agreement";  capitalized  terms used herein  and  not  otherwise  defined
herein  shall  have the meanings assigned to them in the Loan  Agreement)
and desire to amend the Loan Agreement as set forth in this Amendment.

          SECTION 1.  Amendment of the Loan Agreement.

          (a)  The following definitions contained in Section 1.01 of the
Loan Agreement are hereby amended in their entirety to read as follows:

          "Assignment  and  Assumption Agreement" means collectively  the
various Novation Agreements dated on or about the Drawdown Date among the
Borrower, the Partnership, TRB Subsidiary, Reading & Bates (U.K.)  and/or
RBDC.

          "Commitment Termination Date" means April 28, 1997, unless  the
Commitment is sooner terminated pursuant to Section 2.02 hereof.

          "Drawdown  Date"  means  the  date  of  the  drawdown  of   the
Commitment which shall occur no later than April 28, 1997.

          "Interest Period" means the period commencing on the  date  the
Advance is (a) made or (b) continued, and ending on the fifteenth  (15th)
calendar  day  in  the  next month thereafter, provided  that  the  first
interest period shall end on May 15, 1997.  If such fifteenth (15th)  day
is  not a Business day, the Interest Period shall be extended to the next
succeeding Business Day.

          "Maturity  Date"  means, subject to Section 8.01,  January  15,
2002.

          "Operating  Days" means, for any period, the actual  number  of
operating  days of the Vessel in such period during which the  Vessel  is
earning  a  daily rate of renumeration in excess of zero under a  Charter
Agreement.

          "Vessel  Sales Agreement" means the Agreement for the Sale  and
Purchase  of  OPV  "Seillean" dated as of May 31,  1996  between  Britoil
(Beta)  Limited  and  RB  Drilling Co., as  novated  under  the  Novation
Agreement dated August 30, 1996 among Britoil (Beta), RB Drilling Co. and
RBDC,  and  as  further  amended  or modified  in  accordance  with  this
Agreement.

          (b)  Section 3.03(a) of the Loan Agreement is hereby amended in
its entirety to read as follows:

          (a)   The Borrower shall repay the Loan on each Repayment  Date
     in  an  amount equal to the greater of (i) Excess Cash Flow received
     during  the  month  prior to the month of each Repayment  Date  (the
     "Monthly  Period"); provided that the first Monthly Period shall  be
     from  the  Closing Date until April 30, 1997, and (ii)  the  Minimum
     Payment  for such Repayment Date.  Each repayment shall  be  applied
     first to accrued and unpaid interest and then to principal.

          (c)  Section 5.01(e) of the Loan Agreement is hereby amended in
its entirety to read as follows:

          Insurance.  The Borrower and Reading & Bates (U.K.) shall  have
     delivered  to  the  Lender a certificate of  an  insurer  reasonably
     satisfactory to the Lender listing the coverages maintained  by  the
     Borrower,  which  coverages shall be acceptable to  the  Lender  and
     stating  that,  except as otherwise provided in Schedule  6.11,  the
     Lender  has  been  named loss payee with first priority  to  receive
     payments  in  respect of any property insurance on the  Vessel  and,
     except  as  otherwise provided in Schedule 6.11,  each  of  the  NIC
     Parties as an additional insured thereunder.

          (d)   Section 7.14 of the Loan Agreement is hereby  amended  in
its entirety to read as follows:
          
          Further Assurances.  At any time or from time to time upon  the
     request  of  the Lender, each Company shall execute and deliver  (or
     cause  to be executed and delivered) such further documents  and  do
     such  other acts and things as the Lender may reasonably request  in
     order  to  effect  fully  the transactions contemplated  by  of  the
     Transaction  Documents.   Without limiting  the  generality  of  the
     foregoing,  the  Companies shall execute and deliver any  documents,
     including  amendments  to, or replacements  of,  the  Assignment  of
     Charter,  and take such other action (including, without limitation,
     filing  of  the  Ship  Mortgage,  the  Assignment  of  Charter,  and
     appropriately  completed and duly executed Uniform  Commercial  Code
     financing statements and other documents in the State of Texas,  the
     Republic  of Panama, the United Kingdom and other jurisdictions  and
     obtaining  appropriate acknowledgments from any charterer under  any
     Charter  Agreement) as may be necessary or as the Lender shall  have
     reasonably requested to perfect the Lender's first priority liens in
     the  Vessel  and  any earnings and other amounts payable  under  any
     Charter  Agreement or in connection therewith.  The Companies  agree
     to  take any action requested by the Lender to exercise any of their
     respective rights or remedies, at law, by contract or otherwise,  in
     the  event  that any default or event of default by Britoil  or  any
     other  charterer shall occur under the Donan Charter Agreement,  any
     Charter  Agreement  or  document executed  in  connection  therewith
     (collectively,  the  "Charter  Documents").   The  Companies   shall
     provide to the Lender copies of all Charter Documents promptly after
     their  receipt  thereof.   The Companies shall  provide  the  Lender
     notice  of  any  default or event of default that occurs  under  any
     Charter  Document  within  three Business  Days  after  any  Company
     obtains  knowledge thereof.  The Companies shall  consult  with  the
     Lender  before  taking any action to enforce any of  its  rights  or
     remedies  in  respect of any such default or event  of  default  and
     shall take or omit to take such actions only at the direction of the
     Lender.

          (e)  A new Section 7.23 is hereby added to the Loan Agreement:

          Section 7.23  Charter Agreement Payments.  Immediately upon its
     receipt  of  any payment under any Charter Agreement,  each  Company
     shall  deposit or cause to be deposited such payment in the  Lockbox
     in  the  same form received, with any necessary endorsement.   Until
     such  payment  has been so deposited, such Company  shall  segregate
     such payment from its other funds and hold such payment in trust for
     the Lender.

          (f)    Section  8.01(d)  is  hereby  amended  by  deleting  the
reference  to  "7.22"  in such section and substituting  "7.23"  in  lieu
thereof.

          (g)   Schedule 6.11 to the Loan Agreement is hereby deleted and
a  new Schedule 6.11 is hereby added to the Loan Agreement in the form of
Schedule 6.11 attached hereto.

          SECTION  2.   Execution  of Exhibits.   Attached  to  the  Loan
Agreement  are  certain  exhibits.  The parties  hereto  have  agreed  to
execute  and  deliver or accept certain agreements in the  form  of  such
exhibits.   The  parties  have executed and  delivered  or  accepted  the
execution and delivery of definitive documentation respecting Exhibits  A
through  F,  I, K, M and O in a form other than as attached to  the  Loan
Agreement.  The parties agree that any reference in the Loan Agreement or
the  other  Loan Documents to any of such agreement or certificate  shall
mean  and  be  a  reference  to the definitive document  as  executed  or
accepted.

          SECTION 3.  Representations and Warranties True; No Default  or
Event  of  Default.   By its execution and delivery hereof  each  of  the
Borrower and Reading & Bates (U.K.) represents and warrants that,  as  of
the  date  hereof  and  after giving effect to this  Amendment,  (a)  the
representations and warranties contained the Loan Document to which  such
Person  is  a party are true and correct on and as of the date hereof  as
though  made  on  and  as of such date (except to the  extent  that  such
representations and warranties relate solely and expressly to an  earlier
date),  and (b) no event has occurred and is continuing which constitutes
a Default or an Event of Default.

          SECTION  4.   Effectiveness, Reference to the  Loan  Agreement.
This  Amendment  shall  become effective when each  of  the  Lender,  the
Borrower  and Reading & Bates (U.K.) shall have executed and returned  to
the  other  party a counterpart of this Amendment.  Upon  and  after  the
effectiveness  of this Amendment, each reference in the  Loan  Agreement,
the  Note  or  the  Security Instruments to "the Loan  Agreement,"  "this
Agreement," "hereunder," "herein" or words of like import shall mean  and
be a reference to the Loan Agreement as amended hereby.

          SECTION   5.   Ratification  of  Loan  Agreement.   Except   as
expressly  affected  by  the  provisions  set  forth  herein,  the   Loan
Agreement,  as amended hereby, shall remain in full force and effect  and
is  hereby  ratified and confirmed by the Borrower and  Reading  &  Bates
(U.K.).   The  execution, delivery, and effectiveness of  this  Amendment
shall  not, except as expressly provided herein, operate as an  amendment
or  waiver  of  any right, power or remedy of the Lender under  the  Loan
Agreement,  the  Note,  the  Security  Instruments,  or  any  other  Loan
Document,  nor  constitute a waiver of any other provision  of  the  Loan
Agreement.

          SECTION  6.   Further  Assurances.  Each of  the  Borrower  and
Reading & Bates (U.K.) agrees to do, execute, acknowledge and deliver all
and every such further acts and instruments as the Lender may request for
the  better assuring and confirming unto the Lender all and singular  the
rights granted or intended to be granted hereby or hereunder.

          SECTION  7.  Costs and Expenses.  Pursuant to Section  9.03  of
the  Loan  Agreement,  each of the Borrower and Reading  &  Bates  (U.K.)
agrees  to  pay  on  demand  all costs and  expenses  of  the  Lender  in
connection with the preparation, reproduction, execution and delivery  of
this  Amendment (including, without limitation, the reasonable  fees  and
out-of-pocket expenses of counsel for the Lender).

          SECTION 8.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY
AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW  YORK  AND
SHALL  BE  BINDING UPON THE COMPANIES AND THE LENDER AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.

          SECTION 9.  Final Agreement.  This Amendment may be executed in
one  or more counterparts, each of which shall constitute an original but
when taken together shall constitute but one agreement.  The written Loan
Agreement, as amended by this Amendment, and the other documents executed
in  connection  therewith,  represent the  final  agreement  between  the
parties   and   may   not   be  contradicted  by   evidence   of   prior,
contemporaneous,  or  subsequent oral agreements of  the  parties.   This
Agreement  and such writings supersede all prior proposals, negotiations,
agreements, and understandings relating to such subject matter.

          IN  WITNESS WHEREOF, the parties hereto, by their officers duly
authorized  have  executed this Amendment as of the  date  first  written
above.

                              TRB HOLDING CORPORATION,
                              as Borrower


                              By:________________________________
                                 T.W. Nagle
                                 Executive Vice President Finance
                                   Administration


                              READING & BATES (U.K.) LIMITED


                              By:________________________________
                                   T.W. Nagle
                                   Authorized Agent


                              NISSHO IWAI EUROPE PLC, as Lender


                              By:________________________________
                                   Kazutoshi Kimura
                                   Attorney-in-Fact