EXHIBIT 10.121

  STATE OF TEXAS
                                                                 (OCS-G-8006)
  COUNTY OF DALLAS

                          ASSIGNMENT AND BILL OF SALE

        THIS Assignment and  Bill of Sale (the "Assignment") is  entered into
  and shall be effective as of 12:01 a.m., May 1, 1995 (hereinafter referred
  to as the "Effective  Date"), by and between ENSERCH EXPLORATION, INC.,  a
  Texas corporation, (hereinafter referred to as "Assignor"),  whose mailing
  address is 4849  Greenville Avenue, Suite 1500, Dallas, Texas,  75206; and
  READING  &  BATES  DEVELOPMENT CO.,  a  Delaware corporation  (hereinafter
  referred  to as  "Assignee"), whose mailing  address is  901 Threadneedle,
  Suite 200, Houston, Texas  77079.

                              W I T N E S S E T H:

     1. Sale.  THAT,  FOR THE CONSIDERATION stated hereinbelow in  Article 5.
  and  OTHER  VALUABLE  CONSIDERATION, the  sufficiency  of which  is hereby
  acknowledged, Assignor  does  hereby GRANT,  SELL, TRANSFER,  ASSIGN,  and
  CONVEY unto Assignee the undivided right, title and interest reflected  in
  Exhibit 1 Part (a) hereof, in and to the following described interests and
  properties  (the  undivided interest  being  assigned  hereunder  in  such
  interests and properties shall  hereinafter be referred to collectively as
  the  "Assets"  and  the  specific  quantitative  interest  being  assigned
  hereunder represents an undivided twenty percent (20%) of the interest  of
  Assignor in the Assets):

        a. The oil,  gas and mineral lease  described on Exhibit  1, Part (a)
           (the  Lease ), together  with a like interest with respect  to the
           Lease in and to any and all (i) mineral interests, (ii) overriding
           or landowners'  royalty  interests, (iii)  surface and  subsurface
           interests  and   rights,   (iv)     beneficial,   convertible   or
           reversionary interests, (v)  interest owned, claimed or  acquired,
           or to be owned, claimed or acquired, by agreement, (vi) production
           payments,  (vii)   contractual   interests   owned   pursuant   to
           participation   agreements,   operating   agreements   or  similar
           agreements,  and (viii)  any  and  all like  or  unlike interests,
           including  without limitation  those specific items  identified on
           Exhibit  1, Part (a).   This shall include  any contractual rights
           providing for the acquisition or earning of any of the  foregoing,
           and Assignor's  rights in respect  of any  pooled, communitized or
           unitized acreage  of which any of  the foregoing is a  part.  SAVE
           AND EXCEPT ANY RIGHT, TITLE  OR INTEREST OF ASSIGNOR IN AND TO, OR
           ANY  RIGHTS DERIVED  FROM, ANY BIDDING AGREEMENTS  EXECUTED BY AND
           BETWEEN ASSIGNOR  AND MOBIL OIL EXPLORATION  & PRODUCING SOUTHWEST
           INC..   (All  of the  foregoing shall  be called  collectively the
            Leasehold Interests. )

        b. Any and all wells, wellbores, pipe, gathering lines,  compressors,
           facilities, equipment, platforms, pipelines and any and all  other
           personal,  real,  movable  and  immovable  property,  fixtures  or
           equipment which are located on or used directly in connection with
           the  production, treatment  or transportation of oil  and gas from
           the  Leasehold  Interests, including,  without  limitation,  those
           items  specifically  identified  on  Exhibit  1,  Part  (b)   (the
            Equipment ).

        c. Any and  all easements, rights of way, and  subsurface and surface
           rights associated or used in connection with any such easements or
           rights of way, which  easements, rights-of-way and subsurface  and
           surface rights have  been obtained for use in connection  with the
           Leasehold Interests (the  Gathering Facilities ).

        d. Any  and  all  oil,  gas  and  other  minerals  produced  from  or
           attributable to the Leasehold Interests on  or after the Effective
           Date.

        e. To the extent the same are assignable or transferable by  Assignor
           and to the extent and only  to the extent that the same relate  to
           the  ownership  or  operation  of  the  Leasehold  Interests,  the
           Gathering  Facilities or  the Equipment on or  after the Effective
           Date, a like interest in and to all orders, contracts,  agreements
           (including   without   limitation    all   operating   agreements,
           transportation   agreements,    unit   agreements,   participation
           agreements  and  processing  agreements),  instruments,  licenses,
           authorizations, permits, audits, claims, liens, suits, settlements
           and  demands, and  other rights,  privileges, benefits  and powers
           conferred  upon  Assignor,  including, but  not  limited to  those
           listed on Exhibit 1 part (c).

  TO  HAVE AND TO HOLD unto  Assignee, subject to the  terms, conditions and
  reservations hereinbelow recounted.

     2. Title Warranty.  Assignor warrants that:

        a. Except  as  specifically  set  forth  in  the  Purchase  and  Sale
           Agreement described in  Article 10. below  or under  the contracts
           and agreements listed in Exhibit 1 to this Assignment, and further
           except  as a  consequence  of  the formation  of a  unit,  neither
           Assignor  nor  any  parent, subsidiary  or  affiliate of  Assignor
           during their respective periods  of ownership has (A) executed any
           deed, conveyance,  assignment or other instrument  as an assignor,
           grantor, sublessor or in another capacity or (B) has breached  any
           obligation  under any  Lease that  would (i) result  in Assignee's
           being entitled to  receive less than the net revenue  interest for
           any Lease, well or  unit set forth in Exhibit 1 of all oil and gas
           in, under, and  that may be produced,  saved and marketed  from or
           attributable  to  such Lease,  well  or  unit,  or  (ii)  obligate
           Assignee  to  bear  the   costs  and  expenses  relating  to   the
           maintenance, development and operation of such Lease, well or unit
           in an  amount greater than  the working interest  for such  Lease,
           well or  unit  set forth  in Exhibit  1,  unless the  net  revenue
           interest attributable to  said working interest is increased  by a
           proportionate or greater amount; and

        b. Except  as  specifically  set  forth  in  the  Purchase  and  Sale
           Agreement  described in  Article 10. below or  under the contracts
           and agreements listed in Exhibit 1 to this Assignment, the  Assets
           are free of all liens, security interests and encumbrances;

  (the limited warranty  set forth in subparagraphs  (a) and (b) above shall
  hereinafter be referred  to as the  Special Limited Warranty ).   Assignor
  shall convey the Assets with no warranty whatsoever other than the Special
  Limited Warranty, but  with full substitution and  subrogation to Assignee
  in and to all covenants,  agreements, representations and warranties  made
  by others  heretofore given or  made in connection with the  Assets or any
  part thereof.

    3. Acceptance.    Assignee  accepts  this  Assignment  and  acknowledges
  delivery of  the Assets  and accepts  the obligations as  provided in  the
  Purchase and Sale Agreement described in Article 10 below (including those
  contracts and agreements  listed on Exhibit 1 of this  Assignment, insofar
  and only insofar as such  contracts and agreements cover, pertain or apply
  to  the Leasehold Interests),  on or after the  Effective Date, including,
  but not limited to, any overriding royalty interests which  may burden the
  Assets and which were created by Assignor's predecessor(s) in title.

    4. Other Warranty  Provisions.  Assignee acknowledges  that (a) Assignor
  has not made any warranty or representation, whether express, implied,  at
  common law,  by  statute or  otherwise, relating  to  the fitness  for  an
  intended  purpose  or condition  of any  movable  property  constituting a
  portion  of  the  Assets  and  (b) Assignee  shall  acquire  such personal
  property  in  WHERE IS, AS IS   condition.  Except as  may be specifically
  set forth to the contrary  in the Purchase and Sale Agreement described in
  10  below(the "Agreement"),  Buyer acknowledges  that Seller  has  made no
  representations or  warranties  whatever,  expressed or  implied,  (Seller
  having  hereby  expressly  disclaimed  all  such  warranties)  as  to  the
  accuracy, completeness, or materiality of any data, information, record or
  materials now, heretofore, or hereafter  made available in connection with
  this Agreement (including, without limitation, any descriptions of oil and
  gas leases; quality  or quantity or hydrocarbon  reserves attributable  to
  the Assets,  if any; production rates, exploratory or development drilling
  opportunities,  decline  rates, potential  for production  of hydrocarbons
  from  the Assets; the  environmental condition of said  Assets; the legal,
  tax or other  consequences of owning  Seller's interest in the  Assets; or
  any  other information contained  in any material furnished  in connection
  with this transaction).   Any and all  such data, information,  records or
  materials furnished by  Seller to Buyer is provided as a  convenience only
  and  any reliance on or use of same is at  the Buyer's sole risk.  WITHOUT
  LIMITING THE GENERALITY OF THIS PARAGRAPH, SELLER DISCLAIMS AND NEGATES AS
  TO ANY PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND APPURTENANCES SUBJECT
  TO  THIS AGREEMENT  (INCLUDING  ALL  WELLS): (A)  ANY IMPLIED  OR  EXPRESS
  WARRANTY  OF MERCHANTABILITY,  (B)  ANY IMPLIED  OR  EXPRESS  WARRANTY  OF
  FITNESS  FOR A PARTICULAR PURPOSE, AND (C) ANY IMPLIED OR EXPRESS WARRANTY
  OF CONFORMITY TO  MODELS OR SAMPLE OR  MATERIALS.  THE PURCHASER EXPRESSLY
  AGREES THAT  TITLE TO  SUCH PERSONAL PROPERTY,  FIXTURES, IMPROVEMENTS AND
  APPURTENANCES WILL BE ACCEPTED "AS IS", "WHERE IS", "WITH ALL FAULTS", AND
  IN ITS PRESENT CONDITION AND STATE OF REPAIR.

    5. Consideration.  The  consideration for  this Assignment and the  nine
  other Assignments and  Bills of Sale this day  entered into by and between
  Assignor  and Assignee conveying  certain interests  in OCS-G  8504, 7049,
  8010, 8012,  8876,  13171, 13696,  8000, 8006  and  8005,  is the  sum  of
  Eighteen Million  Two Hundred Fifty Thousand  and No/100  ($18,250,000.00)
  Dollars ("Purchase Price"), in part payment thereof, Assignee has paid, in
  ready and current funds, the sum of Six Million Two Hundred Fifty Thousand
  and   NO/100  ($6,250,000.00)   Dollars  to   the  Assignor,   who  hereby
  acknowledges the receipt thereof and grants full acquittance and discharge
  therefor.

    And, for  the balance of the  Purchase Price, the sum  of Twelve Million
  and No/100  ($12,000,000.00) Dollars, the Assignee  has furnished  one (1)
  certain Promissory Note in the amount of Twelve Million and No/100 Dollars
  ($12,000,000.00),  drawn by the  Assignee to the order  of Assignor, dated
  the 18th  day of October, 1995,  and payable  in two  installments of  Six
  Million  and No/100 ($6,000,000.00)  Dollars each, the first  due on March
  31,  1996  and the  second  due on  September 30,  1996, which  note bears
  interest at the rate of 8.56% per annum from date thereof until paid.

    6. Liability  of   Successors.    The  terms,   conditions,  rights  and
  obligations of this Assignment shall run with  the land and extend to  and
  be binding upon the parties hereto and their respective successors,  heirs
  and/or assigns.

    7. Counterparts.  This  Assignment may  be executed in several  original
  counterparts, all of which are identical.  Each of such counterparts shall
  for all  purposes be deemed  to be an original, and  all such counterparts
  shall together constitute  but one and the same instrument.  The signature
  pages  of the counterparts  may be amalgamated to  form complete documents
  for the purpose of recording complete documents in the public registries.

    8. Severability.   If  any provision  of this  Assignment is  invalid or
  unenforceable in part or  in whole in any jurisdiction applicable to  this
  Assignment, then, to the extent permitted by applicable law, (i) the other
  provisions  hereof  shall  remain  in  full  force  and  effect  in   such
  jurisdiction  and shall be liberally  construed in order  to carry out the
  intentions  of the parties hereto as  nearly as may be  possible, and (ii)
  the invalidity or  unenforceability of such provision in  any jurisdiction
  shall not  affect the  validity  or enforceability  thereof in  any  other
  jurisdiction.  

    9. Governing Law.  THIS ASSIGNMENT SHALL BE GOVERNED BY AND  INTERPRETED
  IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF LOUISIANA, WITHOUT
  REGARD TO CONFLICT OF LAW  RULES THAT WOULD DIRECT APPLICATION OF THE LAWS
  OF ANOTHER JURISDICTION.

     10.   Purchase and  Sale  Agreement.   Notwithstanding anything  to  the
  contrary provided herein, this Assignment shall at all times be subject to
  the terms, conditions and exceptions  contained in that certain unrecorded
  Purchase and Sale Agreement dated  the same date as this Assignment by and
  between Assignor and Assignee.  The unrecorded Purchase and Sale Agreement
  shall at all times govern the rights  of the parties in and to the Assets.
  All interested  parties are hereby given  notice of  the existence of  the
  unrecorded Purchase and Sale Agreement.

    11.   MMS  Approval.  This  Assignment is expressly made  subject to the
  approval of  the Minerals Management Service,  United States Department of
  the Interior.

       IN  WITNESS  WHEREFORE,  this  Assignment  is  executed  in  multiple
  originals and in  the presence of the  undersigned witnesses on this  18th
  day of October, 1995, but to be effective as of the Effective Date.

  WITNESSES:                                ASSIGNOR:

                                        ENSERCH EXPLORATION, INC.
  ___________________________________   Tax ID # 75-2556975
  Name:  James K. Teringo, Jr.


                                         By:________________________
  ___________________________________       R. L. Kincheloe
  Name:                                     Senior Vice President,  Offshore
                                            and International


                                          ASSIGNEE:
  WITNESSES:
                                          READING & BATES DEVELOPMENT CO.
                                          Tax ID# 73-0797067

  ______________________________________

  Name:_________________________________
                                           By: _________________________
  _______________________________________      D. C. Toalson            
                                               President
  Name:__________________________________



  STATE OF TEXAS

  COUNTY OF DALLAS

    BEFORE ME, the  undersigned authority, duly  commissioned and  qualified
  within  and  for  the  State  and County  aforesaid,  personally  came and
  appeared:

    R. L. KINCHELOE, to me personally  known to be the person whose name  is
  subscribed to the foregoing instrument,  who declared and acknowledged  to
  me, notary, in  the presence of the undersigned competent  witnesses, that
  he executed the  above and foregoing instrument  in his capacity as Senior
  Vice President, Offshore and International of Enserch Exploration, Inc., a
  Texas corporation, on behalf of said corporation with full authority,  and
  that the said instrument is the free act and deed of the said corporation,
  and was executed for the uses, purposes and benefits therein expressed.

    THUS DONE,  READ AND SIGNED in  the State and  County aforesaid,  in the
  presence of James K. Teringo, Jr. and  ________________________, competent
  witnesses, on the 18th day of October, 1995.

  WITNESSES:


  ______________________________       ____________________________________
  James K. Teringo, Jr.                R. L. KINCHELOE


  ______________________________



                    _____________________________________
                    Notary Public in and for the
                    State of Texas

  My Commission expires:

  ____________________________


  STATE OF TEXAS

  COUNTY OF DALLAS

    BEFORE ME, the  undersigned authority, duly  commissioned and  qualified
  within  and  for  the  State  and County  aforesaid,  personally  came and
  appeared:

    D. C.  TOALSON, to me  personally known to  be the person whose  name is
  subscribed to the foregoing instrument,  who declared and acknowledged  to
  me, notary, in  the presence of the undersigned competent  witnesses, that
  he  executed  the  above  and foregoing  instrument  in  his  capacity  as
  President of Reading  & Bates Development Co., a Delaware  corporation, on
  behalf of  the said corporation  with full  authority, and  that the  said
  instrument  is the  free act  and deed  of the  said corporation,  and was
  executed for the uses, purposes and benefits therein expressed.

    THUS DONE,  READ AND SIGNED in  the State and  County aforesaid,  in the
  presence         of          _________________________________         and
  _________________________________, competent witnesses, on the 18th day of
  October, 1995.

  WITNESSES:

  ___________________________________  ____________________________________
                                       D. C. TOALSON
  ___________________________________

                       ____________________________________
                       Notary Public in and for the
                       State of Texas

  My Commission expires:

  __________________________________



                                   EXHIBIT 1

                                    Part (a)

     LEASE OCS-G  8006.  That  certain Oil  and Gas Lease  of Submerged Lands
     under the Outer Continental  Shelf Lands  Act made and  effective as  of
     July 1,  1985, by and between  the United States of  America, as Lessor,
     and Placid  Oil Company,  et al., as Lessees,  bearing Serial  No. OCS-G
     8006 covering all  of Block 258, Green Canyon, OCS  Official Protraction
     Diagram, NG 15-3.

              Working Interest                    20.00000%
              Net Revenue Interest                17.35066%

                                    Part (b)

     Together with a like interest in and to:

                                      NONE

                                    Part (c)

     Together with a like interest in and to:

  1.    Purchase and Sale Agreement dated February 28, 1995, executed by  and
        between Enserch Offshore, Inc.,  as Buyer and HI Production  Company,
        Inc., as Seller.

  2.    Purchase and Sale Agreement dated February 28, 1995, executed by  and
        between Enserch Offshore,  Inc., as Buyer and Placid Oil  Company, as
        Seller.

  3.    Purchase and Sale Agreement dated February 28, 1995, executed by  and
        between Enserch Offshore, Inc., as Buyer and OPUBCO Resources,  Inc.,
        as Seller.

  NOTE:   ALL REFERENCES IN THIS  EXHIBIT 1 MADE  TO "WORKING  INTEREST" AND
  "NET  REVENUE  INTEREST",  AND  TO  THE NUMBERS  SET  FORTH  IN CONNECTION
  THEREWITH, ARE FOR TITLE WARRANTY PURPOSES ONLY.