CHILES OFFSHORE INC/NEW/
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>18
<FILENAME>kex10-41.txt
<TEXT>
                                                                 Exhibit 10.41


                                                         Contract No. MA-13452

                               AMENDMENT NO. 2 TO
                              TITLE XI RESERVE FUND
                             AND FINANCIAL AGREEMENT

         THIS AMENDMENT NO 2 TO TITLE XI RESERVE FUND AND FINANCIAL AGREEMENT,
DATED November 5, 1998, as amended by Amendment No. 1 thereto dated as of
January 21, 2000 (the "Financial Agreement"), dated July 30, 2001 between Chiles
Coronado Inc., a Delaware corporation (the "Company"), and THE UNITED STATES OF
AMERICA (the "United States"), represented by the Secretary of Transportation,
acting by and through the Maritime Administrator (the "Secretary").

                                    RECITALS:

         WHEREAS the Company is a party to the Financial Agreement by its
Intervention dated July 13,2001 into the Master Assumption Agreement,
Supplemental Indenture No. 1 and Amendment to Title XI Finance Agreements dated
January 20, 2001;

         WHEREAS the Company and the Secretary desire to amended the Financial
Agreement;

         NOW THEREFORE the Company and the Secretary agree as follows:

         SECTION 1. Amendments. The Financial Agreement is amended as follows:

         (a) Section 2(b)(2)(B) is amended by changing the period at the end
thereof to a semicolon and adding thereafter " provided however, if, at the end
of any fiscal year of the Company, (x) the Company's Working Capital is equal to
at least one dollar, (y) the Company's Long-Term Debt does not exceed two times
the Company's Net Worth and (z) the Company's Net Worth is at least the amount
specified in Attachment A hereto, the Company shall not be required to make any
deposits into the Title XI Reserve Fund."

         (b) Section 8(a)(1)(B)(iii) is amended by changing "or" to "of."

         (c) Section 8(a)(3)(A) is amended by changing "(I)" to "(i)" on the
fourth line thereof.

         (d) Section 8(b)(2) is amended by eliminating "two times."

         (e) Section 9(a) is amended to revert to its language in the Financial
Agreement before it was amended by Paragraph 3 of Amendment No. 1 to Title XI
Reserve Fund and Financial Agreement dated as of January 21, 2000.

         (f) Attachment A hereto is substituted for Attachment A to the
Financial Agreement.

<PAGE>

         (g) Section 11 is amended by changing the name and address of the
Company to the following:


         The Company as:    Chiles Coronado Inc.
                            11200 Richmond
                            Suite 490
                            Houston, Texas 77082-2618

         .


         SECTION 2. Counterparts. This Amendment No 2 to Financial Agreement may
be executed in any number of counterparts. All such counterparts shall be deemed
to be originals, and shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, this Amendment No. 2 to Title XI Reserve Fund and
Financial Agreement has been executed by the parties hereto as of the day and
year first above written.

                                                   CHILES CORONADO INC.

                                           BY: /s/ Dick Fagerstal
                                               -------------------------------



                                           UNITED STATES OF AMERICA
                                           SECRETARY OF TRANSPORTATION

Attest:                                    MARITIME ADMINISTRATOR

                                           BY: /s/ Joel C. Richard
                                               ------------------------------

/s/ Patricia E. Byrne
------------------------------
Assistant Secretary
Maritime Administration


                                       2

<PAGE>

                                  ATTACHMENT A
                  TITLE XI RESERVE FUND AND FINANCIAL AGREEMENT
                            (Contract No. MA - 13452)


1.  This Financial Agreement shall apply to the following Vessel: One
    LeTourneau design Super 116C Jack-up Drilling Unit named Chiles Coronado
    (formerly Tonala).

2.  The Company's aggregate original equity investment for use in Section 2 is
    $50,914,737.

3.  The Company's Net Worth for use in Section 8(b) is $50,512,501.

</TEXT>
</DOCUMENT>
