EXHIBIT 10.106

                               GENERAL ASSIGNMENT

                                   JACK BATES

     THIS GENERAL  ASSIGNMENT (this  "Assignment") is  made the 28th day  of
  November, 1995 by READING & BATES DRILLING CO., a corporation incorporated
  in and under the  laws of the State  of Oklahoma, with  its office at  901
  Threadneedle, Suite 200, Houston,  Texas 77079 (the "Assignor"), in  favor
  of  CHRISTIANIA  BANK OG  KREDITKASSE,  a  Norwegian  banking corporation,
  acting through its New York branch at 11 West  42nd Street, 7th Floor, New
  York,  New York  10036 as  Agent for  the Lenders  referred to  below (the
  "Assignee");

                                    Recitals

     (A)   The  Assignor  is  the sole  owner  of  the  whole  of the  semi-
  submersible drilling unit JACK BATES (the "Rig"), Official No. D906283, of
  approximately 19928 gross  registered tons, documented in the name  of the
  Assignor  under the  laws and  flag of  the United  States at the  port of
  Houston, Texas;

     (B)   By a Credit Facility  Agreement dated as of November 16, 1995, as
  the same  may be amended or  supplemented from time  to time  (the "Credit
  Agreement"), among (i)  the Assignor and Reading & Bates  Exploration Co.,
  an Oklahoma corporation, as joint and several borrowers (collectively, the
  "Borrowers"), (ii)  Reading & Bates  Corporation, as guarantor, (iii)  the
  lenders referred to  therein (the  "Lenders") and  (iv)  the Assignee,  as
  agent for  the Lenders, the  Lenders have agreed to make  available to the
  Borrowers (i) a reducing revolving credit facility in the principal amount
  of  Forty-Five  Million   United  States  Dollars  (U.S.$45,000,000)  (the
  "Revolving Credit Facility") and (ii) a Standby Letter of Credit  Facility
  in an  aggregate amount  not to exceed Ten  Million United  States Dollars
  (U.S. $10,000,000) (the "Standby Letter of Credit  Facility", and together
  with the Revolving Credit Facility, collectively the "Credit Facility").

     (C)   It is a condition precedent,  among others, to making  the Credit
  Facility  available to the  Borrowers under the Credit  Agreement that the
  Assignor  execute and deliver  this Assignment to the  Assignee as partial
  security for amounts advanced under the Credit Facility and all other sums
  payable  or to  become payable by  the Assignor under or  arising from the
  Credit Agreement, the Note and  the Security Documents (as  such terms are
  defined in the Credit Agreement).

     In  consideration  of  the  recitals  prescribed  above,  the  premises
  contained  herein  and such  other  good and  valuable consideration,  the
  receipt and sufficiency  of which is hereby acknowledged by  the Assignor,
  and in order to induce the Lenders  to make the Credit Facility  available
  to the Borrowers:

     1.    The  Assignor, as  legal and  beneficial  owner, hereby  assigns,
  transfers and sets over unto  the Assignee for the benefit of the Assignee
  and its successors and  assigns, and hereby grants the Assignee a security
  interest  in, all of the Assignor's  right, title and interest  in and to:
  (i) the  earnings of  the Rig  from any source; (ii)  all moneys  or other
  compensation payable  by reason  of requisition of  title or  for hire  or
  other compulsory acquisition  of the  Rig; and (iii) all  proceeds of  the
  foregoing. As used herein, "earnings" in (i) means:

           (a)   all  charterhire and other moneys and  rights and claims to
                 moneys;

           (b)   all the Assignor's  right, title and interest to and in any
                 moneys  whatsoever  payable   to  the  Assignor  under  any
                 bareboat  or  time  charter,  drilling contract,  or  other
                 contract for  the use  or employment  of the  Rig, and  all
                 other  rights  and  benefits  whatsoever  accruing  to  the
                 Assignor thereunder,  including (but  without prejudice  to
                 the generality  of the  foregoing) all  claims for  damages
                 for any breach by any  charterer or other party  thereto of
                 any  such   bareboat   or   time   charter,   contract   of
                 affreightment, or other contract for  the use or employment
                 of the Rig; and

           (c)   all  freights  (if  any), passage  moneys  (if  any),  hire
                 moneys  (if any),  compensation  (if  any) payable  to  the
                 Assignor in the  event of the  requisition of  the Rig  for
                 hire,  remuneration  for salvage  and  towage  services (if
                 any),  demurrage and  detention moneys  (if  any), and  any
                 other earnings  whatsoever  due or  to  become due  to  the
                 Assignor.

      2.    The Assignor hereby represents, warrants and undertakes that:

           (a)   notice of this  Assignment in  the form attached  hereto as
                 Exhibit 1  will be promptly  delivered upon the  occurrence
                 of  an  Event of  Default as  defined in  Clause 11  of the
                 Credit Agreement to any charterer of the Rig; and

           (b)   upon the  occurrence of an  Event of Default  as defined in
                 Clause 11 of  the Credit Agreement,  it will  use its  good
                 faith efforts to  cause any charterer to execute  a Consent
                 and  Agreement to  this  Assignment  in the  form  attached
                 hereto as Exhibit 2 and deliver such Consent and  Agreement
                 to the Assignee.

     3.    All earnings of the  Rig assigned hereby shall be  payable to the
  Earnings Account (as  defined in the Credit Agreement) in  accordance with
  and subject to Clause 13 of the Credit Agreement.

     4.    The  Assignor   hereby  undertakes  that,   notwithstanding  this
  Assignment,  it  shall punctually  perform all  its obligations  under all
  charters and contracts pertaining to the Rig.

     5.    It is hereby expressly agreed that, anything contained  herein to
  the  contrary notwithstanding, the Assignor shall  remain liable under all
  charters  and contracts pertaining  to the Rig to  perform the obligations
  assumed  by it  thereunder, and the Assignee  shall have  no obligation or
  liability of any  nature whatsoever under any such charter or  contract by
  reason of, or  arising out of, this Assignment,  nor shall the Assignee be
  required to assume or be obligated in any manner to perform or fulfill any
  obligation  of the  Assignor under  or  pursuant to  any  such charter  or
  contract or to  make any payment or  make any inquiry as  to the nature or
  sufficiency of any payment received by the Assignee, or, unless  and until
  indemnified to its satisfaction, to present or  file any claim or to  take
  any other  action to collect or  enforce the payment  of any amounts which
  may have been assigned to  it or to which it may  be entitled hereunder or
  pursuant hereto at any time or times.

     6.    The Assignor  shall promptly notify  the Assignee  in writing  of
  the commencement and termination of any period during which the Rig may be
  requisitioned.

     7.    The Assignor hereby further covenants  and undertakes promptly to
  furnish the Assignee with all such information as it may from time to time
  reasonably require  regarding the employment,  position and engagements of
  the Rig.

     8.    The Assignor  hereby  warrants and  represents  that it  has  not
  assigned  or  pledged, and  hereby covenants  that it  will not  assign or
  pledge  so long  as this  Assignment shall  remain in  effect, any  of its
  right, title or interest in the whole or any part of the moneys and claims
  hereby assigned, to anyone other than the  Assignee, and it will not  take
  or omit to  take any action, the taking or  omission of which might result
  in a  material alteration or impairment  of the rights  hereby assigned or
  any of the rights created in this Assignment.

     9.    The Assignor does hereby  appoint and constitute the  Assignee as
  the  Assignor's true and  lawful attorney-in-fact 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
  assigned hereby, to  endorse any checks or other instruments or  orders in
  connection  therewith, to file any  claims or take any action or institute
  any proceedings which  the Assignee may deem  to be necessary or advisable
  in  the premises and to file,  without the signature of  the Assignor, any
  and all Uniform Commercial Code  financing statements or renewals  thereof
  arising from  this Assignment which the Assignee may deem  to be necessary
  or advisable in order to perfect or maintain the security interest granted
  hereby.    Such  appointment  of  the  Assignee  as   attorney-in-fact  is
  irrevocable and coupled with an interest.

     10.   The Assignee shall not be required to make any inquiry as to  the
  nature or sufficiency of any payment  received by the Assignee, or, unless
  and until indemnified to its satisfaction, to  present or file any  claim,
  or to take  any other  action to  collect or  enforce the  payment of  any
  amounts which may have been assigned to it or to which  it may be entitled
  hereunder or pursuant hereto at any time or times.

     11.   All moneys  collected or  received by  the  Assignee pursuant  to
  this Assignment shall  be dealt with as  provided in the  Credit Agreement
  and the Mortgage (as defined in the Credit Agreement) relating to the Rig.

     12.   Each and  every right, power  and remedy given  herein or in  the
  Credit Agreement or in  the Security  Documents to the  Assignee shall  be
  cumulative and shall be in addition to every other right, power and remedy
  of the Assignee now or hereafter existing at law, in equity or by statute,
  and  each and  every  right, power  and  remedy, whether  herein given  or
  otherwise existing,  may be exercised  from time  to time, in  whole or in
  part, and as often  and in such  order as may  be deemed expedient by  the
  Assignee, and  the exercise or  the commencement  of the  exercise of  any
  right,  power or remedy shall not be construed to be a waiver of the right
  to  exercise at  the same  time or  thereafter any  other right,  power or
  remedy. No delay or omission  by the Assignee in the exercise of any right
  or  power in  the pursuance  of  any remedy  accruing  upon any  breach or
  default by the Assignor shall impair any such right, power or remedy or be
  construed to be a  waiver of any such  right, power or remedy or  to be an
  acquiescence  therein; nor  shall the  acceptance by  the Assignee  of any
  security or of any payment of or on account of any of the amounts due from
  the Assignor to the Assignee and maturing  after any breach or default  or
  of any payment on account of any past breach or default be construed to be
  a waiver of any right to take advantage of any future breach or default or
  of any past breach or default not completely cured thereby.

     13.   If any provision  of this Assignment  shall at any  time for  any
  reason be declared or decided to be invalid, void or otherwise inoperative
  by a court  of competent jurisdiction, such declaration or  decision shall
  not  affect the  validity of  any other  provision or  provisions of  this
  Assignment,  or the validity of this  Assignment as a whole.  In the event
  that by reason of any law or regulation in force or to become in force, or
  by reason of a  ruling of any court of  competent jurisdiction, or by  any
  other  reason whatsoever,  this  Assignment is  rendered either  wholly or
  partly  defective,  the  Assignor  shall  furnish  the  Assignee  with  an
  alternative  assignment  or security  and do  all such  other acts  as are
  reasonably required in order to ensure and give effect  to the full intent
  of this Assignment.

     14.   It  is declared  and  agreed that  the  security created  by this
  Assignment shall be held by  the Assignee as a continuing security for the
  payment of all  moneys which may at any  time and from time to time  be or
  become payable  by the Assignor under  the Credit Agreement, the  Note and
  the  Security  Documents and  that the  security so  created shall  not be
  satisfied  by an intermediate payment  or satisfaction of any  part of the
  amount hereby  secured  and  that the  security  so  created shall  be  in
  addition to  and shall  not in any  way be  prejudiced or  affected by any
  collateral or other security now or hereafter held by the Assignee for all
  or any part of the moneys hereby secured.

     15.   If the  Assignor shall pay  and discharge, or  shall cause  to be
  paid and discharged, the  principal of and interest on the Credit Facility
  and shall pay or  cause to be paid  all other sums payable by  it under or
  arising  from the Credit  Agreement, the Note and  the Security Documents,
  all the rights,  title and interests herein  assigned shall revert  to the
  Assignor, without further act on the part of the Assignor, the Assignee or
  the Agent  (except such execution  and filing  of termination  statements,
  releases, or like  instruments as may be reasonably required  to terminate
  this Assignment as a  mater of public  record), and this Assignment  shall
  terminate.

     16.   Whenever in  this Assignment  reference  is made  to any  person,
  such reference  shall be deemed  to include the successors  and assigns of
  such person.

     17.   Notices  and other  communications  hereunder  shall be  sent  by
  telex  or  telecopy  and  confirmed by  certified  mail  (by  airmail,  if
  international) as follows:

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

                              Attention:  Chief Financial Officer

  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

                              Attention:  Loan Administration


  With a copy to:
                              Watson, Farley & Williams
                              380 Madison Avenue
                              New York, New York  10017
                              Telex No.:  6790626 WFW NY
                              Telefacsimile No.:  (212) 922-1512
                              Attention:  John S. Osborne, Jr., Esq.

     Every notice  or demand  shall, except  so far  as otherwise  expressly
  provided by this Agreement, be deemed to have been received in the case of
  a telex or telefacsimile with confirmed answerback at the time of dispatch
  thereof (provided that  if the date of  dispatch is not a  business day in
  the  locality of the party to whom such notice  or demand is sent it shall
  be deemed to have been received on the next following business day in such
  locality), in  the case  of a  letter delivered  by hand  at  the time  of
  delivery, and in the case of a letter delivered by mail on the  expiration
  of the fifth (5th) business day after the same is put into the mail.

     18.   This Assignment  shall  be deemed  to  be  a contract  under  the
  substantive laws of the  State of New York  and for all purposes  shall be
  construed  in accordance  with the  internal laws  of said  state, without
  reference to principles of conflicts of law.

     IN  WITNESS WHEREOF,  the  Assignor has  caused  this Assignment  to be
  executed as of the day and year first above written.

                                                READING & BATES DRILLING CO.

                                                By ________________________
                                                   Its:

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                                Exhibit 1
                                   to
                           General Assignment

                           NOTICE OF ASSIGNMENT

  TO:  

  TAKE NOTICE THAT:

      By a General  Assignment dated the ____  day of November, 1995  made by
      us to  Christiania Bank  og Kreditkasse,  acting through  its New  York
      Branch, as  agent (the "Assignee"),  and relating to  the United States
      flag  vessel JACK BATES  (the "Rig"), we have  assigned to the Assignee
      as from the  date thereof all our  right, title and interest in  and to
      any  moneys  whatsoever  payable  to  us under  that  certain  [Charter
      Contract]  dated as  of ____________,  199__  (the "Contract")  between
      yourselves and the  undersigned concerning the Rig, as the Contract may
      at  any  time be  amended or  supplemented,  and all  other  rights and
      benefits whatsoever  accruing to us  which arise or may  arise from the
      operation  of  the  Rig  under  the  Contract  including  (but  without
      prejudice to  the generality of  the foregoing) all  claims for damages
      for any breach of the Contract by you, provided  that you shall pay all
      proceeds due us  under the Contract to  the account in the  joint names
      of  the   undersigned  and   Reading  &  Bates   Exploration  Co.  with
      Christiania  Bank og  Kreditkasse,  Grand  Cayman Branch,  Account  No.
      4062660601, until you  are otherwise notified  by the  Assignee.   Upon
      receipt of  such notice in  writing, you are  authorized and instructed
      to pay to the Assignee as from the date  thereof all such moneys as you
      may be or  become liable to pay under  the Contract to such  account as
      the Assignee may direct.

  DATED THIS      day of            , 199__.

                                                READING & BATES DRILLING CO.


                                                By ________________________
                                                            Its:

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                                  Exhibit 2
                                     to
                             General Assignment

                            CONSENT AND AGREEMENT

  The undersigned, [                             ], a  party to the Contract
  to  which the  Notice of  Assignment delivered  pursuant to  the foregoing
  Assignment  refers (terms defined  in the Assignment are  used herein with
  the  same  meaning), in  consideration of  the sum  of one  dollar ($1.00)
  lawful money of the United States of  America and other good and  valuable
  consideration, paid by Christiania Bank og Kreditkasse, acting through its
  New York Branch, as agent (the "Assignee"), the receipt of which is hereby
  acknowledged, hereby acknowledges notice of and consents and agrees to the
  foregoing Assignment and to all  of the terms thereof and agrees that: (1)
  upon  receipt of  written notice  from the Assignee  it will  make payment
  directly to such account as the Assignee may direct, of all moneys due and
  to become due  from it under the Contract  until receipt of written notice
  from the Assignee  that all  obligations to  the Lenders  secured by  said
  Assignment have been paid in full; and (2) any such payment shall be final
  and the  undersigned will not  seek to  recover from the  Assignee for any
  reason  whatsoever any moneys paid  by the undersigned to  the Assignee by
  virtue of the foregoing Assignment and this Consent and Agreement but this
  shall not  prevent the  set off  or credit  against or  deduction from any
  moneys payable to the  Assignee by  virtue of said  Assignment of  amounts
  owing  to  the  undersigned by  Reading  & Bates  Drilling  Co.  under the
  Contract.

  [                                ], as charterer, confirms and agrees that
  the Contract is in full  force and effect and is enforceable in accordance
  with its terms and the Assignor is not in default thereunder.  

  This  Consent  and  Agreement  shall  be  governed  by  and  construed  in
  accordance  with  the internal  laws  of the  State  of New  York, without
  reference to principles of conflicts of law.

  Dated:   ______________, 199__

                                          [                             ]

                                          By                                 
                               
                                             Its: