EXHIBIT 10.15

                             TERMINATION AGREEMENT

              THIS  TERMINATION  AGREEMENT, dated  November  29, 1995  (this
  "Amendment"), is entered into by and among READING & BATES CORPORATION,  a
  Delaware corporation  ("RBC"), READING & BATES  DRILLING CO.,  an Oklahoma
  corporation  ("RBD"),  READING  &  BATES  EXPLORATION  CO.,   an  Oklahoma
  corporation ("RBX"),  READING  AND BATES,  INC., an  Oklahoma  corporation
  ("RBI"),  READING  AND  BATES  BORNEO  DRILLING  CO.,  LTD.,  an  Oklahoma
  corporation ("RBB"), READING & BATES (A) PTY. LTD., a company incorporated
  under  the  laws  of  the state  of  Western  Australia,  Commonwealth  of
  Australia  ("RBA") (RBC,  RBD, RBX,  RBI, RBB  and  RBA being  referred to
  collectively as  the "Borrowers"  and individually  as a  "Borrower"), and
  INTERNATIONALE NEDERLANDEN  BANK, N.V., a company  incorporated under  the
  laws of the  Netherlands, formerly known as  NMB POSTBANK GROEP  N.V. (the
  "Lender").

                              W I T N E S S E T H:

              WHEREAS, the Borrowers and the Lender are parties to a certain
  Amended and Restated Credit Facility Agreement dated as of April 27, 1995,
  as  amended (as so amended, the "Credit Agreement"), all terms used herein
  without definition shall  have the meanings ascribed  to such terms in the
  Credit Agreement;

              WHEREAS,  the  Borrowers  desire  to  repay  Facility   C  and
  terminate  Facility  D and  Facility  E,  and obtain  the  release of  all
  collateral granted under and pursuant to the Credit Agreement;  and 

              WHEREAS, the Borrowers and the Lender have agreed to terminate
  the Credit Agreement, all upon the terms and subject to the conditions and
  requirements acceptable to the Lender as set forth herein;

              NOW THEREFORE, for and in consideration of the mutual premises
  contained  herein  and  other  valuable  consideration,  the  receipt  and
  sufficiency  of  which  are  hereby  acknowledged,  the   parties  hereto,
  intending to be legally bound, agree as follows:

        1.    Termination  of Credit  Agreement.   Effective the  date first
  shown  above, (i) Facility C is repaid in full, (ii) by separate Letter of
  Credit Wind-Down Agreement Lender has received a back-up standby letter of
  credit  meeting the requirements  of Sections 5.1(z) and  6.1(z) to secure
  Lender with  respect to the Existing  Facility D Letter  of Credit and all
  Existing Facility  E Letters  of  Credit, (iii)  Lender   has released  or
  instructed the  Trustee to  release all collateral including  the   Notes,
  Mortgages, Assignments, Pledges and Pledge of Earnings  Accounts, and (iv)
  the  Credit Agreement is  terminated by mutual agreement  among the Lender
  and the Borrowers.

        2.    Representations and Warranties.   Borrowers, without  limiting
  the  representations  and  warranties provided  in  the Credit  Agreement,
  represent and  warrant to  the  Lender that  the execution,  delivery  and
  performance by the  Borrowers of this Agreement have been  duly authorized
  by all necessary  action on the part  of each of the  Borrowers and do not
  and will  not (i)  violate  any provision  of any  Borrower's articles  of
  incorporation,  by-laws,  or   other  organizational   documents  or   any
  Applicable  Law, or (ii) be  in conflict with,  result in a  breach of, or
  constitute (following notice or lapse of time or both) a default under any
  material  agreement  to which  any  Borrower is  a party  or by  which any
  Borrower or any of its property is bound.

        3.    Expenses.  The Borrowers agree to pay on demand all reasonable
  costs and  expenses of  the  Lender in  connection with  the  preparation,
  execution and  delivery of  this Agreement and the  other instruments  and
  documents to  be delivered hereunder, including,  without limitation,  the
  reasonable fees and out-of-pocket expenses of counsel for the Lender  with
  respect thereto and with  respect to advising the Lender as to  its rights
  and responsibilities hereunder and thereunder.

        4.    Conditions Precedent.  This Agreement shall be  effective upon
  receipt by  the Lender of all of the following, each in form and substance
  satisfactory to the Lender:

              (a)   Fully executed counterparts of this Agreement.

              (b)   Certified  copies of  the resolutions  of the  Boards of
        Directors  of each  of the Borrowers  authorizing the  execution and
        delivery by each  of the  Borrowers of this Agreement  on behalf  of
        each of the Borrowers,  and all documents evidencing other necessary
        corporate action with respect to this Agreement.

              (c)   Certificate of the Secretary or the Assistant  Secretary
        of each  Borrower certifying  the names and true  signatures of  the
        officers  of each  Borrower  authorized  to sign  this  Agreement on
        behalf of such  Borrower and the other documents or  certificates to
        be executed by such Borrower pursuant to this Agreement.

              (d)   Copies certified as of a recent date by the Secretary or
        the Assistant Secretary of each Borrower of its By-Laws.

              (e)   A copy of  each Borrower's Certificate of  Incorporation
        certified  by the Secretary  of State of the  state of incorporation
        within  thirty  (30)  days  from the  date  of  this  Agreement  and
        certificates  dated as of a recent date of the Secretary of State of
        the  state of incorporation as to the existence and good standing of
        each Borrower.

              (f)   An opinion  of counsel  to  the  Borrowers in  form  and
        substance acceptable to the Lender.

              (g)   All     orders,    consents,     approvals,    licenses,
        authorizations   and  validations   of,   filings,   recordings  and
        registrations with and exemptions by any  Governmental Agency or any
        Person (other than  any routine filings which may be  required after
        the   date  hereof  with  appropriate  governmental  authorities  in
        connection with the operation of the Rigs) required to (i) authorize
        the execution, delivery  and performance  by the  Borrowers of  this
        Agreement or (ii) prevent the execution, delivery and performance by
        the Borrowers of this Agreement from resulting in a breach of any of
        the terms  and conditions of, or resulting in a breach of any of the
        terms or conditions of, or resulting in the imposition of any  lien,
        charge or encumbrance upon any properties  of the Borrowers pursuant
        to, or constituting a default (with due  notice or lapse of time  or
        both), if  such breach,  imposition  or default  would result  in  a
        materially   adverse  change  in  the  financial   position  of  the
        Borrowers, or resulting in an occurrence of any event for  which any
        holder or  holders of  Indebtedness  may declare  the same  due  and
        payable  under,  any   indenture,  agreement,  order,   judgment  or
        instrument under  which any  Borrower  is a  party (other  than  the
        Mortgage,  the Pledges  or  the  Assignments) or  to  the Borrowers'
        knowledge after due inquiry by which the Borrowers or their property
        may be bound or affected, or under the Certificates of Incorporation
        or By-Laws of the Borrowers, shall have been obtained or made.

              (h)   Facility C  shall have been  repaid in full, the  Lender
        shall  have been  provided a  standby letter  of credit  meeting the
        requirements  of Sections  5.1(z) and  6.1(z)  with  respect to  the
        Existing Facility  D Letter  of Credit and all  Existing Facility  E
        Letters of Credit, pursuant to a separate Letter of Credit Wind-Down
        Agreement between Lender and the Borrowers and the Lender shall have
        received copies  of all  of the  agreements  executed in  connection
        therewith in a form reasonably satisfactory to the Lender.

        5.    Successors and  Assigns.  This Agreement shall be binding upon
  and inure to  the benefit of  the parties hereto, their  respective heirs,
  successors, successors-in-titles, and assigns.

        6.    Governing  Law.    THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND
  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK,
  NOTWITHSTANDING ANY PRINCIPLES REGARDING CONFLICTS OF LAWS THEREOF.

        7.    Entire  Agreement.   This  Agreement  sets  forth  the  entire
  understanding of the parties with respect to the matters set forth herein,
  and shall supersede any  prior negotiations or agreements, whether written
  or oral, with respect thereto.

        8.    Counterparts.  This Agreement may be executed in any number of
  counterparts and by different  parties hereto in separate counterparts and
  may  be  delivered  by  telecopier.   Each  counterpart  so  executed  and
  delivered shall  be deemed  an original  and all  of which taken  together
  shall constitute but one and the same instrument.

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

                                      READING & BATES CORPORATION


                                      By:                            
                                            Name: T. W. Nagle
                                            Title: Executive Vice President,
                                                   Finance and Administration


                                      READING & BATES DRILLING CO.


                                      By:                            
                                           Name: T. W. Nagle
                                           Title: Vice President and Treasurer


                                      READING & BATES EXPLORATION CO.


                                      By:                            
                                           Name: T. W. Nagle
                                           Title: Vice President and Treasurer


                                      READING AND BATES, INC.

                                      By:                            
                                           Name:  T. W. Nagle
                                           Title: Vice President and Treasurer


                                      READING AND BATES BORNEO DRILLING
                                      CO., LTD.



                                      By:                            
                                           Name:  T. W. Nagle
                                           Title: Vice President and Treasurer


  THE COMMON SEAL OF                  READING & BATES (A) PTY. LTD.
  READING & BATES (A)
  PTY. LTD. was hereunto
  affixed by authority of
  the Board of Directors               By:                            
  in the presence of:                      Name:  T. W. Nagle
                                           Title: Vice President and Treasurer
                         
  T. W. Nagle, Director


                       
  W. K. Hillin, Secretary
                                       

                                      INTERNATIONALE NEDERLANDEN BANK, N.V.


                                      By:   ________________________
                                            Name:
                                            Title:



                      [SIGNATURE PAGE FOR TERMINATION AGREEMENT]