EXHIBIT 10.108

                            ASSIGNMENT OF INSURANCES

                                   JACK BATES

       Reading &  Bates Drilling Co.,  an Oklahoma corporation (hereinafter
  called  the "Assignor"), the  owner of the United  States registered semi-
  submersible drilling unit JACK BATES (the "Rig"), in consideration of  One
  Dollar ($1)  lawful money of the  United States of  America and other good
  and  valuable consideration,  the  receipt  and sufficiency  of  which are
  hereby  acknowledged,  has  sold,  assigned,  transferred,  set over,  and
  granted a  security interest,  and by this instrument  does sell,  assign,
  transfer set over  and grant a security  interest unto Christiania Bank og
  Kreditkasse, a  Norwegian banking corporation, acting through its New York
  Branch, as  agent for the Lenders  (as that term is  defined in the Credit
  Agreement, as defined below) (hereinafter called  the "Assignee") and unto
  the  Assignee's successors  and  assigns,  to it  and its  successors  and
  assigns own  proper use  and benefit, and  as collateral  security for the
  indebtedness of the  Assignor to the  Lenders  now or  hereafter existing,
  all right, title  and interest of  the Assignor under,  in and to (i)  all
  insurances (including,  without limitation,  all certificates  of entry in
  protection and indemnity  and war risks associations or clubs)  in respect
  of the Rig,whether heretofore, now or hereafter effected, and all renewals
  of or replacements for  the same, (ii) except as hereinafter provided, all
  claims,  returns of premium and other moneys and claims for moneys due and
  to become  due under or in  respect of  said insurances,  (iii) all  other
  rights of the Assignor under or in respect of said insurances and (iv) any
  proceeds  of any of  the foregoing.  It is expressly agreed  that anything
  herein  contained  to the  contrary  notwithstanding,  the  Assignor shall
  remain  liable under  said insurances  to perform  all of  the obligations
  assumed by  it thereunder and  the Assignee  shall have  no obligation  or
  liability (including, without limitation, any obligation or liability with
  respect to  the payment  of  premiums, calls  or assessments)  under  said
  insurances by reason  of or arising out  of this instrument of  assignment
  nor shall the Assignee be required or  obligated in any manner to  perform
  or  fulfill any  obligations of  the Assignor  under or  pursuant  to said
  insurances or to make any payment or to make  any inquiry as to the nature
  or sufficiency  of any payment  received by it  or to present or  file any
  claim, or to take  any other action to  collect or enforce the  payment of
  any amounts which  or may have been assigned  to it or to which it  may be
  entitled hereunder at any time or times.

        This Assignment is made  pursuant to  the Credit Facility  Agreement
  dated  as of November 16, 1995  (the "Credit Agreement") by  and among (i)
  the Assignor  and Reading &  Bates Exploration  Co., as joint and  several
  borrowers,  (ii) Reading  &  Bates  Corporation, as  guarantor,  (iii) the
  Lenders (as defined therein) and (iv) the Assignee. 

        The  Assignor hereby  constitutes the  Assignee, its  successors and
  assigns,  the Assignor's true and lawful attorney, with full power (in the
  name of  the Assignor  or  otherwise) to  ask, require,  demand,  receive,
  compound and give acquittance for any and all moneys and claims for moneys
  due and to become due under or arising out of said insurances,  to endorse
  any checks or  other instruments or orders  in connection therewith and to
  file any claims  or to take any action  or institute any proceedings which
  the  Assignee may deem to be necessary or advisable in the premises.  Such
  appointment of the Assignee as attorney is irrevocable and coupled with an
  interest.

        The Assignor hereby  covenants and agrees to procure that  notice of
  this Assignment, in the form of Annex 1 hereto, shall be duly given to all
  underwriters and  that where  the consent of any  underwriter is  required
  pursuant to  any  of the  insurances  assigned hereby,  that it  shall  be
  obtained and  evidence thereof shall  be given  to the Assignee, and  that
  there  shall be  duly  endorsed  upon all  slips, cover  notes,  policies,
  certificates  of entry  or other  instruments issued  or to  be  issued in
  connection  with the insurances  assigned hereby such clauses  as to named
  assured or  loss payees as the Assignee may require  or approve including,
  but not  limited to, those clauses  set forth in Annex  1 hereto.   In all
  cases, unless  otherwise agreed  in writing by the  Assignee, such  slips,
  cover notes,  notices, certificates  of entry  or other  instruments shall
  show the Assignee as named assured and shall provide that there will be no
  recourse  against  the  Assignee  for   payment  of  premiums,  calls   or
  assessments.

        The powers and authority  to the Assignee herein have been given for
  a valuable consideration and are hereby declared to be irrevocable.

        The Assignor agrees that at any time and from time to time, upon the
  written, reasonable  request of  the Assignee, the  Assignor will promptly
  and duly  execute and  deliver any  and all  such further  instruments and
  documents as  the Assignee  may reasonably require in  obtaining the  full
  benefits of this Assignment and of the rights and powers herein granted.

        The Assignor hereby warrants and represents that it has not assigned
  or pledged, and  hereby covenants that, without the prior  written consent
  thereof of  the Assignee, so  long as this instrument  of assignment shall
  remain in effect,  it will not assign  or pledge the whole  or any part of
  the right,  title and interest hereby  assigned to  anyone other than  the
  Assignee, its  successors or assigns, and it will not take or omit to take
  any action, the taking or  omission of which might result in an alteration
  or impairment  of said  insurances or  this Assignment, or of  any of  the
  rights created by said insurances or this Assignment.

        All  notices or other  communications which are required  to be made
  hereunder shall be  made by airmail postage prepaid letter, telefax  or by
  telex, confirmed by letter as follows:

        If to the Assignee:

                    Christiania Bank og  Kreditkasse, acting through its New
                    York Branch
                    11 West 42nd Street, 7th Floor
                    New York, New York 10036
                    Telex No.:  824277 CBNY UF
                    Telefacsimile No.:  (212) 827-4888


                    With a copy to:

                    Watson, Farley & Williams
                    380 Madison Avenue
                    New York, New York 10017
                    Attn:  John S. Osborne, Jr., Esq.
                    Telefacsimile No:  (212) 922-1512

        If to the Assignor:

                    c/o Reading & Bates Corporation
                    901 Threadneedle
                    Suite 200
                    Houston, Texas 77079
                    Telefacsimile No.:  (713) 496-0285

  or at such other address as any such party  may designate by notice to the
  others.

        Any payments made pursuant to the terms hereof shall be made to such
  account  as may,  from time  to time,  be designated  by the  Assignee for
  distribution in accordance with the Credit Agreement.

        This Assignment shall be governed  by the internal laws of the State
  of New York, with reference to principles of conflicts of law, and may not
  be amended or changed except by an instrument in writing.

        Upon the occurrence and continuance of an Event of Default under the
  Credit  Agreement, the Assignor hereby authorizes  the Assignee to execute
  and  file  Financing Statements  (Form  UCC-1) and  amendments thereto  as
  provided in Article 9 of the Uniform Commercial Code.

        IN  WITNESS WHEREOF, the  Assignor has caused this  Assignment to be
  duly executed the 28th day of November, 1995.

                                            READING & BATES DRILLING CO.


                                            By:                             
                                                Its:

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                                                             Annex 1         
                                                               to            
                                                     Assignment of Insurances


                              NOTICE OF ASSIGNMENT

        Reading & Bates Drilling  Co. (the "Owner"), the owner of the United
  States flag semi-submersible drilling unit JACK BATES (the  "Rig"), HEREBY
  GIVES  NOTICE  that by  an Assignment  dated  November __,  1995  and made
  between the Owner and Christiania Bank og Kreditkasse, acting through  its
  New York  Branch,  as agent  for  itself and  certain other  Lenders  (the
  "Assignee"), the  Owner assigned to the Assignee all of the Owner's right,
  title  and interest  in  and to  all  insurances and  the benefit  of  all
  insurances now or hereafter taken out in respect of the Rig.   This Notice
  of  Assignment and  the Loss  Payable Clauses  attached hereto  are to  be
  endorsed on  all  policies  and  certificates  of  entry  evidencing  such
  insurance.

                                            READING & BATES DRILLING CO.

                                            By __________________________
                                               Its:

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                              LOSS PAYABLE CLAUSES

                               Hull and War Risks

        Loss, if  any, payable  to Christiania Bank  og Kreditkasse,  acting
  through  its New  York  Branch,  as Agent  for  itself and  certain  other
  Lenders, for distribution by it  to itself, to said Lenders and to Reading
  & Bates Drilling Co.,  Owner, as their respective interests may appear, or
  order, except that, unless Underwriters have been otherwise  instructed by
  notice  in writing from the  Agent, in the case of  any loss involving any
  damage  to  the Rig  or  liability of  the Rig,  the Underwriters  may pay
  directly for the repair, salvage, liability or other charges involved  or,
  if the  Owner of the  Rig shall have  first fully repaired the  damage and
  paid the  cost thereof,  or discharged  the liability or paid  all of  the
  salvage  or other  charges, then  the Underwriters  may pay  the  Owner as
  reimbursement therefor, provided, however,  that if such damage involves a
  loss in excess of U.S.$1,000,000 or its equivalent, then the  Underwriters
  shall  not make such  payment without first obtaining  the written consent
  thereto of the Agent.

        In  the  event  of  an  actual  or  constructive  total  loss  or  a
  compromised or arranged total loss or requisition of title, all  insurance
  payment  therefor shall  be paid to  the Agent, for distribution  by it in
  accordance  with the terms  of the first preferred  United States mortgage
  relating to the Rig.

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                            PROTECTION AND INDEMNITY

        Loss, if  any, payable  to Christiania  Bank og  Kreditkasse, acting
  through  its New York Branch, as  Agent for itself and  other Lenders, for
  distribution by it  to itself and to Reading  & Bates Drilling Co., Owner,
  as  their respective interests  may appear, or order,  except that, unless
  and until Underwriters have been otherwise instructed by notice in writing
  from the Agent,  any loss may be paid directly  to the person to  whom the
  liability  covered by this insurance has been incurred, or to the Owner of
  the Rig to reimburse it  for any loss, damage  or expenses incurred by  it
  and covered by  this insurance, provided that the Underwriters  shall have
  first  received  evidence that  the  liability  insured  against  has been
  discharged or will be discharged upon such payment.