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                                                                   EXHIBIT 10.23

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                           AMENDMENT NO. 3 AND WAIVER


         This AMENDMENT NO. 3 AND WAIVER ("Amendment") is made as of June 23,
1997 by and among DI INDUSTRIES, INC., a Texas corporation (the "Company"),
DRILLERS, INC., a Texas corporation ("DI" and, with the Company the
"Borrowers"), each of the Subsidiary Guarantors party thereto (the "Subsidiary
Guarantors"), the lending institutions from time to time party thereto (each a
"Lender" and collectively the "Lenders") and Bankers Trust Company, as Agent and
Administrative Agent, and ING (US) Capital Corporation, as Co-Agent and
Documentation Agent. This Amendment is made with reference to that certain
Amended and Restated Senior Secured Revolving Credit Agreement dated as of
December 31, 1996 by and among the Borrowers, the Subsidiary Guarantor, the
Agent and the Co-Agent and Nordlandsbanken ASA, as a Lender (as amended to
date, the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.

         Whereas, the Borrowers, Subsidiary Guarantor, Agent, Co-Agent and the
Lender entered into the Senior Secured Reducing Revolving Credit Agreement on
December 31, 1996 (the "Initial Agreement"); and

         Whereas, the Borrowers, Subsidiary Guarantor, Agent, Co-Agent and the
Lender have amended and restated the Initial Agreement by entering into an
Amended and Restated Senior Secured Revolving Credit Agreement on April 30,
1997 (the "Amended and Restated Agreement"); and

         Whereas, the Borrowers, Subsidiary Guarantor, Agent and Co-Agent have
further amended the Amended and Restated Agreement by entering into Amendment
No. 2 and Waiver on June 6, 1997; and

         Whereas, the Borrowers, Subsidiary Guarantor, Agent, Co-Agent and the
Lender desire to further amend and waive certain terms of the Credit Agreement
as set forth below in order to accommodate the transactions described in the
Company's Registration


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Statement under the Securities Act of 1933 on Form S-3, as amended, as filed
with the Securities and Exchange Commission on June 6, 1997.

         Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


                        SECTION 1. AMENDMENTS AND WAIVERS


         1.1.     Section 8 of the Credit Agreement is hereby amended by adding
a new Section 8.04(j) as follows:

         "and (j) Indebtedness evidenced by the Company's Senior Notes due 2007
         in an aggregate principal amount up to $175,000,000."


                      SECTION 2. RATIFICATION OF AGREEMENT


         2.1.     To induce the Required Lenders to enter into this Amendment,
each Borrower represents and warrants that after giving effect to this
Amendment no violation of the terms of the Credit Agreement exist and all
representations and warranties contained in the Credit Agreement are true,
correct and complete in all material respects on and as of the date hereof
except to the extent such representations and warranties specifically relate to
an earlier date in which case they were true, correct and complete in all
material respects on and as of such earlier date.

         2.2.     Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and other Credit Documents
are unchanged, and said agreements, as amended, shall remain in full force and
effect and are hereby confirmed and ratified.


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                     SECTION 3. COUNTERPARTS; EFFECTIVENESS


         This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. This Amendment shall become
effective as of the date hereof upon the execution of the counterparts hereof by
each of the Borrowers, the Subsidiary Guarantor and the Required Lenders.


                            SECTION 4. GOVERNING LAW


         THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS.


          SECTION 5. ACKNOWLEDGMENT AND CONSENT BY SUBSIDIARY GUARANTOR


         The Subsidiary Guarantor hereby acknowledges that it has read this
Amendment and consents to the terms hereof and further confirms and agrees that,
notwithstanding the effectiveness of this Amendment, its obligations under the
Guarantee shall not be impaired or affected and the Guarantee is, and shall
continue to be, in full force and effect and is hereby confirmed and ratified in
all respects.


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         Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.

BANKERS TRUST COMPANY,                 DI INDUSTRIES, INC.,
  Individually and as Agent              as Borrower


By: /s/ Calli S. Nayes                 By: /s/ Donald J. Guedry, Jr.
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Title: Managing Director               Title: Treasurer
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ING (US) CAPITAL CORPORATION,          DRILLERS, INC.,
  Individually and as Co-Agent           as Borrower


By: /s/ Frank Ferrera                  By: /s/ Donald J. Guedry, Jr.
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Title: Senior Associate                Title: Treasurer
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                                       DI INTERNATIONAL, INC.,
                                         as Guarantor


                                       By: /s/ Donald J. Guedry, Jr.
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                                       Title: Treasurer
                                              ---------------------------