Exhibit 10.99

                     COLLATERAL ASSIGNMENT OF INSURANCE


      READING &  BATES  (A)  PTY. LTD.,  a  Western  Australia  corporation
(hereinafter called the "Assignor"), the owner of the Australian registered
offshore drilling  rig RON TAPPMEYER  (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,
New York Branch, not in its  individual capacity but as Agent for the Banks
(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 full  and  prompt  payment when  due
(whether  at the  stated maturity,  by  acceleration or  otherwise)  of all
obligations  and  liabilities of  the Assignor,  now existing  or hereafter
incurred, under, arising  out of or in connection with  any Credit Document
(as  that term  is defined in  the Credit  Agreement, as  defined below) to
which it is a party and the due performance and compliance  by the Assignor
with  the terms of each such Credit Document, all right, title and interest
of  the Assignor  under, in  and to  the following  (all of  the following,
collectively, the "Insurance Collateral"):   (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 Agreement, dated April
30, 1996 (as the same may be amended, modified or supplemented from time to
time, the  "Credit Agreement"), by  and among Reading  & Bates Corporation,
Reading  &  Bates  Drilling  Co.,   the  Banks  (as  defined  therein)  and
Christiania Bank og Kreditkasse, New York Branch, as Agent.

      The Assignor hereby constitutes  the Assignee and 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;
provided, however, that the Assignee shall not take any action  pursuant to
the power  granted by this paragraph  unless an Event of  Default under the
Credit Agreement shall  have occurred and be  continuing.  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 I 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, such  consent 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
additional named assured or  loss payees set forth  in Annex I 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  and the Banks as  additional 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  to
the Assignee  hereunder shall  be made  by airmail postage  prepaid letter,
telefax or by telex, confirmed by letter to:

                  Christiania Bank og Kreditkasse,
                  New York Branch
                  11 West 42nd Street
                  New York, New York 10036
                  Attn:  Hans Kjelsrud
                  Tel No.:  (212) 827-4814
                  Fax No.:  (212) 827-4888


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 Mortgages, the Credit Agreement and the
other Credit Documents.

      THIS ASSIGNMENT SHALL BE  GOVERNED BY THE INTERNAL LAWS OF  THE STATE
OF NEW  YORK, WITHOUT REFERENCE  TO PRINCIPLES  OF CONFLICTS OF  LAW.   THE
ASSIGNOR HEREBY  IRREVOCABLY WAIVES ALL RIGHTS  TO A TRIAL  BY JURY IN  ANY
ACTION,  PROCEEDING OR  COUNTERCLAIM ARISING  OUT  OF OR  RELATING  TO THIS
ASSIGNMENT,  THE OTHER  CREDIT DOCUMENTS  OR THE  TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.

      None of the  terms and conditions of this  Assignment may be changed,
waived, modified or varied in any  manner whatsoever unless in writing duly
signed by  the Assignor and  the Assignee (with  the consent  of either the
Required  Banks  (as defined  in the  Credit Agreement)  or, to  the extent
required by Section 12.12 of the Credit Agreement, all of the Banks).

      In the event that the  Insurance Collateral or any portion thereof is
sold  in connection  with a sale  permitted by  Section 8.02  of the Credit
Agreement  or is otherwise released at the  direction of the Required Banks
(or all  the Banks, to the  extent required by Section 12.12  of the Credit
Agreement), the  Assignee, at the request and expense of the Assignor, will
duly assign,  transfer and  deliver to  the Assignor (without  recourse and
without any representation or  warranty) such of  the Insurance  Collateral
(and releases therefor) as is then being (or  has been) so sold or released
and as  may be in  the possession of the  Assignee and has  not theretofore
been released  pursuant  to this  Assignment.   At  any time  the  Assignor
desires  that the Insurance Collateral or  a portion thereof be released as
provided in  this paragraph, the Assignor  shall deliver to  the Assignee a
certificate  signed by  an Authorized  Officer  (as defined  in  the Credit
Agreement) stating that the release  of the Insurance Collateral or portion
thereof is permitted pursuant to this paragraph.

      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 30th day of April, 1996.


                                    READING & BATES (A) PTY. LTD.


                                    By: ________________________
                                        Title:


                                                             ANNEX I       
                                                               to          
                                                   Assignment of Insurances


                            NOTICE OF ASSIGNMENT


      Reading  & Bates  (A)  Pty.  Ltd. (the  "Owner"),  the owner  of  the
Australian flag  offshore drilling rig  Ron Tappmeyer  (the "Rig"),  HEREBY
GIVES NOTICE that  by a Collateral Assignment of  Insurance dated April 30,
1996 and made between  the Owner and Christiania  Bank og Kreditkasse,  New
York  Branch, as Agent (the "Assignee") for  itself and certain other Banks
(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
indorsed  on  all  policies  and  certificates  of  entry  evidencing  such
insurance.


                        READING & BATES (A) PTY. LTD.

                        By _____________________
                           Title:



                            LOSS PAYABLE CLAUSES

                             Hull and War Risks


      Loss, if  any, payable to  Christiania Bank og  Kreditkasse, New York
Branch, as Agent for the Banks, for distribution by it to said Banks and to
Reading & Bates  (A) Pty. Ltd.,  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 repaired the damage  and
paid  the cost thereof, or discharged the  liability or paid the salvage or
other charges, then the Underwriters  may pay the Owner as reimbursement to
the extent the Owner has paid the covered loss.

      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 Australian  mortgage relating to the
Rig.


                          PROTECTION AND INDEMNITY

      Loss, if  any, payable to  Christiania Bank og  Kreditkasse, New York
Branch, as  Agent for the Banks for distribution by it  to the Banks and to
Reading & Bates  (A) Pty.  Ltd., 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 Agenty, 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  in respect of  any claim  in excess  of $1,000,000,  the Underwriters
shall  have first received evidence that the liability insured against  has
been discharged.