EXHIBIT 10.1

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into effective as of April 10th, 2002, by and between Chiles Offshore Inc., a
Delaware corporation ("Assignor"), and Chiles Offshore International Inc., a
Marshall Islands corporation ("Assignee").

         In consideration of the mutual covenants and agreements set forth
below, Assignor and Assignee agree as follows:

         1.       Introduction. Assignor entered into that certain Bayu Undan
                  Drilling Contract No. C0031 (the "Drilling Agreement") dated
                  June 21, 2001, between Assignor and Phillips Petroleum (91-12)
                  Pty Ltd ("Phillips"), pursuant to which Assignor agreed to
                  perform certain drilling services for Phillips utilizing the
                  jackup drilling rig known as the Chiles Discovery. Assignee is
                  a wholly-owned subsidiary of Assignor, and the owner of the
                  Chiles Discovery. Article 15.0 of the Drilling Agreement
                  permits Assignor to assign the Drilling Agreement with the
                  prior written consent of Phillips. Assignor and Assignee now
                  desire for Assignor to assign to Assignee, and Assignee to
                  assume, all of Assignor's rights and obligations under the
                  Drilling Agreement.

         2.       Assignment and Assumption. Assignor hereby assigns, transfers
                  and conveys to Assignee all of Assignor's right, title and
                  interest in and to the Drilling Agreement, and Assignee hereby
                  accepts such assignment and assumes and agrees to fulfill and
                  carry out all of the liabilities, obligations, duties and
                  terms and conditions of and applicable to Assignor under the
                  Drilling Agreement.

         3.       No Release of Assignor. Notwithstanding Assignor's assignment
                  of the Drilling Agreement to Assignee hereunder, Assignor
                  shall remain primarily liable to Phillips for the obligations
                  of Assignee under the Drilling Agreement in the event that
                  Assignee fails to fulfill any obligation imposed on it under
                  the Drilling Agreement.

         4.       Guarantee by Assignor. The Assignor guarantees to Phillips the
                  full, prompt and complete performance and observance by the
                  Assignee of all terms and conditions of the Drilling Agreement
                  and indemnifies Phillips from and against all claims, losses,
                  actions, damages, costs (including legal costs) and expenses
                  suffered or incurred by Phillips by reason of the Assignee's
                  default, breach or non-performance or non-observance of any of
                  those terms and conditions.

         5.       Performance by Assignor. If the Assignee defaults in or
                  breaches or fails to perform or observe any of the terms and
                  conditions of the Drilling Agreement, the Assignor must
                  forthwith upon receipt of notice from Phillips requiring it to
                  do so, perform and observe all of those terms and conditions
                  and thereafter will continue to perform and observe them until
                  termination of the Drilling Agreement.

         6.       Further Assurances. Assignor and Assignee agree that at any
                  time and from time to time, upon the written request of the
                  other party, each party will execute and deliver any and all
                  further instruments and documents necessary or desirable to
                  effectuate the assignment and assumption contained herein.

         7.       Amendment. This Agreement may not be amended or changed
                  without the written consent of the parties hereto.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
which may be executed in multiple counterparts, all of which shall constitute
one agreement, effective as of the date first above written.


                                     CHILES OFFSHORE INC.

                                     By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                     CHILES OFFSHORE INTERNATIONAL INC.

                                     By:
                                         -------------------------------------
                                         Name:
                                         Title:


THE ASSIGNMENT AND ASSUMPTION
HEREIN ARE HEREBY CONSENTED TO
AND ACCEPTED EFFECTIVE AS OF
______________, 2002 BY PHILLIPS.


PHILLIPS PETROLEUM (91-12) PTY LTD

By:
    -----------------------------------
    Name:
    Title:




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