EXHIBIT 10.176

                     FIRST AMENDMENT TO CREDIT AGREEMENT
                      (Revolving Loans Credit Facility)


     THIS  FIRST  AMENDMENT  TO  CREDIT  AGREEMENT  (the  "Amendment")  dated
October  3,  1997, is by and among FALCON DRILLING COMPANY, INC.  a  Delaware
corporation ("Falcon Drilling or Borrower"), BANQUE PARIBAS, a bank organized
under  the laws of the Republic of France, ARAB BANKING CORPORATION (B.S.C.),
banking  corporation  organized under the laws of  Bahrain,  and  ING  (U.S.)
CAPITAL  CORPORATION, a banking corporation organized under the laws  of  the
Netherlands.

                      W I T N E S S E T H:

     WHEREAS, the Borrower, the Agent and the Banks are parties to the Credit
Agreement  dated as of November 12, 1996 (as amended, the "Credit Agreement")
relating to a $25,000,000 Revolving Loans Credit Facility, pursuant to which,
inter  alia, the Banks agreed to make certain loans available to the Borrower
upon the terms and conditions contained in the Credit Agreement;

     WHEREAS, Borrower desires that the Banks modify and amend certain  terms
and provisions of the Credit Agreement; and

     WHEREAS,  the  parties hereto desire to amend the  Credit  Agreement  in
accordance with the terms and provisions of this Amendment;

     NOW,  THEREFORE,  for and in consideration of these premises  and  other
valuable  consideration,  the receipt and sufficiency  of  which  are  hereby
acknowledged, the Borrower, the Agent and the Banks hereby agree as follows:

     1.    Terms.  All capitalized terms defined in the Credit Agreement  and
not otherwise defined herein shall have the same definitions when used herein
as set forth in the Credit Agreement as amended by this Amendment.

     2.   Amendment to Section 1.1 of the Credit Agreement.

          (a)   Amendment to Definition of Applicable Margin.  The definition
     of  "Applicable Margin" contained in Section 1.1 of the Credit Agreement
     is hereby amended and restated to read in its entirety as follows:

               "Applicable Margin" means (a) 0.00% per annum with respect  to
          ABR Loans and (b) 1.00% per annum with respect to Eurodollar Loans.

          (b)   Amendment to Definition of Change of Control.  The definition
     of  "Change of Control" contained in Section 1.1 of the Credit Agreement
     is  hereby  amended by adding at the end thereof the following  proviso:
     "provided, however (i) the R&B Merger shall not constitute a  Change  of
     Control  and  (ii) following the R&B Merger a change  in  the  Board  of
     Directors  of Falcon Drilling shall in no event constitute a  Change  of
     Control."

          (c)   Addition  of Definition of R&B Merger.  Section  1.1  of  the
     Credit Agreement is hereby amended by adding the following definition:

               "R&B  Merger"  means the proposed combination of the  Borrower
          with  Reading  &  Bates  Corporation,  which  combination  will  be
          effected  by merging one subsidiary of R&B Falcon Corporation  into
          Borrower  and  another  subsidiary of R&B Falcon  Corporation  into
          Reading & Bates Corporation, following which Borrower and Reading &
          Bates  Corporation will be wholly owned subsidiaries of R&B  Falcon
          Corporation, and the former shareholders of Borrower and Reading  &
          Bates  Corporation will own all of the outstanding  shares  of  R&B
          Falcon Corporation."

          (d)   Addition  of  Definition of R&B Option. Section  1.1  of  the
     Credit Agreement is hereby amended by adding the following definition:

               "R&B Option" means the option to purchase common stock of  the
          Borrower  granted to Reading & Bates Corporation pursuant  to  that
          certain FDC Corporation Stock Option Agreement dated July 10,  1997
          between Borrower and Reading & Bates Corporation."

          (f)    Addition   of  Definition  of  Unsecured  Revolving   Credit
     Agreement.   Section 1.1 of the Credit Agreement is  hereby  amended  by
     adding the following definition:

               "Unsecured  Revolving  Credit Agreement"  means  that  certain
          Unsecured  Revolving Credit Agreement dated as of October  3,  1997
          among  Borrower and each of the Banks providing for an  $80,000,000
          unsecured credit facility for Borrower, maturing 364 days after its
          execution."

          (g)   Addition  of Definition of Unsecured Revolving  Credit  Loans
     Documents.   Section 1.1 of the Credit Agreement is  hereby  amended  by
     adding the following definition:

               "Unsecured Revolving Credit Loans Documents" means  the  "Loan
          Documents"  as  such  term  is defined in the  Unsecured  Revolving
          Credit Agreement.

     3.    Amendment to Section 2.6 of the Credit Agreement.  Section 2.6  of
the  Credit Agreement is amended by adding the phrase "or any amounts are due
and  owing  from  Falcon Drilling, Inc. pursuant to the  Unsecured  Revolving
Credit Agreement" to the end of clause (d).

     4.    Amendment to Section 2.8 of the Credit Agreement.  Section 2.8  of
the  Credit  Agreement  is amended by changing the term "$250,000"  contained
therein to "$1,000,000".

     5.    Amendment to Section 8.1 of the Credit Agreement.  Paragraphs  (c)
and  (f) of Section 8.1 of the Credit Agreement are amended in their entirety
to read as follows:

                          "[DELETED]"


     6.    Amendment  to  Section  9.1(a) of the Credit  Agreement.   Section
9.1(a) of the Credit Agreement is amended in its entirety to read as follows:

          "(a)  Debt  of  the Borrowers and their Subsidiaries to  the  Banks
     pursuant  to  the  Loan  Documents,  Debt  of  Falcon  Drilling  to  the
     Acquisitions  Loans Banks pursuant to the Acquisitions  Loans  Documents
     and  Debt  of  Falcon Drilling to the Banks pursuant  to  the  Unsecured
     Revolving Credit Loans Documents;"

     7.    Amendment to Section 9.3 of the Credit Agreement.  Section 9.3  of
the  Credit  Agreement is amended by inserting the words "Except pursuant  to
the R&B Merger," at the beginning of the first sentence thereof.

     8.    Amendment to Section 9.5 of the Credit Agreement.  Section  9.5(m)
of the Credit Agreement is amended in its entirety to read as follows:

          "(m)  Other Investments in an aggregate amount (as to Borrower  and
          all  of  its Subsidiaries) not to exceed the following at any  time
          outstanding: (i) $75,000,000 minus (ii) the aggregate  amount  paid
          by  Borrower and all of its Subsidiaries after November 12, 1996 in
          redemption of preferred stock or Redeemable Stock."

     9.   Amendment to Section 10.2 of the Credit Agreement.  Section 10.2 of
the   Credit   Agreement  is  amended  by  substituting  "$250,000,000"   for
"$95,000,000" and by substituting "50%" for "75%".

     10.  Amendment to Section 11.1 of the Credit Agreement.  Section 11.1 of
the Credit Agreement is amended by a new clause (r) as follows:

          "(r) If at any time there shall have occurred and be continuing  an
          "Event  of  Default"  as that term is used in the  Revolving  Loans
          Credit Agreement or the Unsecured Revolving Credit Agreement."

     11.   Amendment to Section 13.23 of the Credit Agreement.  Section 13.23
of  the  Credit Agreement is amended by deleting the phrase "Ms. Riordan"  in
the fourth line there of and replacing it with the phrase "Mr. Markham."
     12.   Change in amount of Commitments.  The Credit Agreement is  amended
by  changing  the amount of the Commitment of each Bank as set forth  on  the
signature  pages of the Credit Agreement so that the Commitment of each  Bank
is the amount set forth beside its name below:

          BANQUE  PARIBAS                         $9,848,484.84
          ARAB BANKING CORPORATION (B.S.C.)       $7,575,757.58
          ING (U.S.) CAPITAL CORPORATION          $7,575,757.58

     13.   Conditions to Effectiveness of this Amendment.  The  effective  of
this  Amendment   is  subject  to  the conditions  precedent  that  (a)  this
Amendment,  the Unsecured Revolving Credit Agreement and the First  Amendment
to Credit Agreement (Acquisition Loans Credit Facility) of even date herewith
between  Borrower, Agent and the Banks shall have been executed and delivered
by all parties thereto, and (b) the First Amendment to "First Preferred Fleet
Ship  Mortgage"  (as  such  term is defined in the Acquisition  Loans  Credit
Agreement) of even date herewith between Borrower and Bank One, Texas,  N.A.,
as  mortgagee, shall have been executed and delivered by all parties  thereto
in form and substance satisfactory to the Agent.

     14.   Costs.  The Borrower shall pay all reasonable out-of-pocket  costs
and  expenses  incurred by the Agent, the Co-Agent or any Bank in  connection
with  the  negotiation,  preparation,  execution  and  consummation  of  this
Amendment  and  the  transactions contemplated by this Amendment,  including,
without limitation, the reasonable fees and expenses of counsel to the Agent,
the Co-Agent and the Banks.

     15.  Miscellaneous.

     15.1  Headings.  Section headings are for reference only and  shall  not
affect the interpretation or meanings of any provision of this Amendment.

     15.2 Effect of this Amendment.  The Credit Agreement, as amended by this
Amendment,  shall remain in full force and effect except that  any  reference
therein,  or  in  any other Loan Document referring to the Credit  Agreement,
shall  be  deemed  to  refer  to  the Credit Agreement  as  amended  by  this
Amendment.

     15.3  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN  ACCORDANCE  WITH, THE LAWS OF THE STATE OF TEXAS AND  APPLICABLE  FEDERAL
LAW.

     15.4  Counterparts.   This Amendment may be executed  by  the  different
parties  hereto  on separate counterparts, each of which, when  so  executed,
shall  be  deemed an original but all such counterparts shall constitute  but
one and the same Amendment.

     15.5  NO  ORAL  AGREEMENTS.  THE CREDIT AGREEMENT, AS  AMENDED  BY  THIS
AMENDMENT,  TOGETHER  WITH THE OTHER LOAN DOCUMENTS,  REPRESENTS  THE  ENTIRE
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF  PRIOR
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE  NO
UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

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

BORROWER:

FALCON DRILLING COMPANY, INC.


By:
     Leighton E. Moss
     Vice President

BANQUE PARIBAS,
Individually and as Agent


By:
Name:
Title:

By:
Name:
Title:

ARAB BANKING CORPORATION (B.S.C.)
Individually and as Co-Agent


By:
     Stephen A. Plauche
     Vice President

ING (U.S.) CAPITAL CORPORATION


By:
     Trond Rokholt
     Managing Director