Exhibit 10.152

                            PARTICIPATION AGREEMENT
                   OUTER CONTINENTAL SHELF - GULF OF MEXICO

This Participation Agreement ("Agreement")  is entered into effective December
4, 1996  by and  between  Santa Fe  Energy Resources,  Inc.  ("Santa Fe")  and
Reading & Bates  Development Co. ("RB").   Santa Fe and RB  may hereinafter be
referred to individually as "Party" or collectively as "Parties".

In consideration of the mutual covenants and obligations contained herein, the
parties hereby agree to the  following basic terms and conditions  under which
RB  shall acquire an interest in certain  Outer Continental Shelf ("OCS") Gulf
of  Mexico leases from Santa Fe with the  intent that the Parties will jointly
explore  and develop  such leases  pursuant to  a mutually  acceptable program
("Program").

1.    The  Gulf of Mexico  leases ("Leases"), blocks  ("Blocks") and prospects
      ("Prospects") covered by this Agreement are the following:

      a.    Prospect Tourmaline
            (i)   Lease OCS - G 16404, Ship Shoal, South Addition, Block 365
            (ii)  Lease OCS - G 16405, Ship Shoal, South Addition, Block 366

      b.    Prospect Emerald
            (i)   Lease OCS - G 16567, Ewing Bank, Block 786
            (ii)  Lease OCS - G 16568, Ewing Bank, Block 787

      c.    Prospect Ruby
            (i)   Lease OCS - G 16578, Ewing Bank, Block 919
            (ii)  Lease OCS - G 16579, Ewing Bank, Block 920

      d.    Prospect Amundsen
            (i)   Lease OCS - G 17251, East Breaks, Block 335

      e.    Prospect Knight
            (i)   Lease award pending, Garden Banks, Block 372

2.    Santa Fe holds 100%  record title interest in all of  the Leases.  Santa
      Fe was high bidder at OCS Lease Sale 161 for Garden Banks, Block 372 and
      anticipates lease award of 100% record title before December 31, l996.

3.    RB will acquire an undivided fifty percent (50%) interest  in the Leases
      by agreeing to pay 100% of the initial exploration and drilling costs on
      the Leases incurred after the Closing up to a maximum of $24,353,610, as
      provided in  this paragraph  3.   In the  event the Minerals  Management
      Service ("MMS") does not award the  lease for Garden Banks, Block 372 to
      Santa Fe, RB's maximum obligation  to pay 100% of costs will  be reduced
      from $24,353,610 to $21,665,522.   Thereupon, said Block will  no longer
      be  covered by  this Agreement,  but  it will  still be  subject to  the
      Confidentiality Agreement dated  October 22, 1996, by  and between Santa
      Fe and RB.

      Closing shall occur in the offices  of Santa Fe on December 11, 1996  or
      such other time as may  be mutually agreed by the Parties.   At Closing, 
      RB agrees to pay a cash advance of $12,176,805 to Santa Fe, as Operator,
      to fund  50% of RB's obligation  to pay 100% of  the initial exploration
      and drilling costs as described  above.  Santa Fe will cash  call RB for
      the remaining 50% as costs are incurred, in accordance with the terms of
      the JOA's (as defined below).

4.    The  Parties  will enter  into  mutually  acceptable offshore  operating
      agreements covering each Prospect, designating Santa Fe as Operator (the
      "JOA's").

5.    After  fulfilling its obligation as  described in paragraph  3 above, RB
      will  pay its proportionate fifty  percent (50%) share  of ongoing costs
      relative to the Prospects, including drilling and development costs,  as
      provided in the JOA's, and Santa Fe will do likewise.

6.    In the event of a discovery of hydrocarbons in commercial  quantities on
      one or more of  the Prospects, RB  shall pay to Santa  Fe the amount  of
      $500,000 for  the first discovery on each Prospect.  Such amount will be
      paid  thirty (30) days after the  date of the first  sale of  production
      from each such discovery.   Only one $500,000 payment per  Prospect will
      be due and only in the event of a discovery on such Prospect.

7.    The  Parties agree  that Total  Offshore Production Systems  ("TOPS"), a
      joint  venture  in which  RB has  an  ownership interest,  shall  be the
      designated  contractor  of  the  Parties  for  the  development  of  any
      discoveries made  under the Program (exclusive  of drilling, completion,
      or other downhole  operations), such work  to be undertaken by  TOPS, at
      the  option of the Parties exercised under the relevant JOA's, either on
      the basis of a mutually agreeable fixed turnkey price or on the basis of
      reimbursement of TOPS documented costs (including overhead) plus a fixed
      15%  markup  on  such  costs.  Alternative  incentive  and/or  gainshare
      provisions shall be  subject to  mutual agreement between  TOPS and  the
      Parties. 

8.    TOPS  will make  a presentation  to Santa  Fe regarding  the development
      technology  and  operations  that  will  be  employed  by  TOPS  in  its
      performance of the work on each Prospect.

9.    Santa Fe has  contracted with  Diamond Offshore Drilling,  Inc. for  the
      Ocean Whittington rig to drill the  initial well in each Prospect,  with
      the  exception of  Prospect Amundsen.   Prospect  Knight is  the initial
      Prospect to be  drilled under  the Program (currently  scheduled in  the
      second  quarter of  1997),  subject to  lease  award. The  Parties  will
      mutually  agree on the drilling order  following Prospect Knight, taking
      into account minimizing rig mob/demob.

10.   The  Parties will execute other agreements including, but not limited to
      the JOA's,  as may be necessary to carry out  the intent of the Parties.
      At closing Santa Fe shall assign an undivided fifty percent (50%) record
      title  interest in  each such  Lease, free  and clear  of all  liens and
      encumbrances  (other than  RB's obligation  to pay  all exploration  and
      drilling costs up to a maximum  of $24,353,610 as described in paragraph
      3 above  and the royalty provided  therein) and with all  cash bonus and
      delay rentals paid to date, to  RB, subject to the approval of the  MMS,
      each such assignment to be substantially in the form attached as Exhibit
      "A" hereto.  In the event any such approval has not been obtained within
      one year after the date of closing, or such other time period as  may be
      mutually agreed  by the Parties,  each non-approved assignment  shall be
      deemed to be void,  and Santa Fe shall return to RB  that portion of the
      amount paid by RB as specified  in paragraph 3 above attributable to the
      Lease covered by each such non-approved assignment.

11.   RB  will  have  seventy-five (75)  days  from the  date  of  a technical
      presentation by Santa Fe,  to be held on or about December  16, 1996, in
      which to elect to acquire fifty percent (50%) of Santa  Fe's interest in
      one  or  more  of seven  additional  prospects  (Scott,  Cortez, DeLong,
      Baritone, Columbus, Boone, Stefansson), on the same terms and conditions
      as set forth herein, and in accordance with the Schedule attached hereto
      as  Exhibit "B".   Leases  for Scott, Cortez,  DeLong, Baritone  and the
      south half  of Columbus have been awarded to  Santa Fe.  Lease award for
      the north half of Columbus, Boone and Stefansson are pending.

12.   This Agreement is  not assignable  by either Party  without the  express
      prior written consent of the other Party.  The interest in the Leases to
      be  acquired by  RB in  accordance with  Section 10  above shall  not be
      assigned by  RB without  the prior  written consent  of Santa Fe,  which
      shall  not be  unreasonably  withheld.   Notwithstanding the  foregoing,
      neither party shall sell, assign or transfer its interests in the Leases
      to a  third party without first  offering to sell such  interests to the
      other Party hereto on substantially the same terms and conditions.

1.   Except  as is otherwise  provided herein  the respective  obligations and
     liabilities of the Parties shall be several, not joint or collective, and
     each Party shall be responsible only for its own  obligations.  It is not
     the  purpose  or intention  of  this Agreement  to create  a relationship
     whereby the Parties  shall be liable  for acts, either  of commission  or
     omission,  of the  other  Parties, except  within  the limited  scope  of
     authorized joint venture activity.

1.   This Agreement  represents the entire  understanding of the  parties with
     respect  to the  basic  terms and  conditions  and supersedes  all  prior
     agreements, understandings  and discussions, whether oral  or written, of
     the Parties pertaining  to the subject matter hereof, with  the exception
     of the Confidentiality Agreement  referred to in paragraph 3  hereof.  No
     modification  of  this  Agreement shall  be  binding  unless  executed in
     writing by the Parties.

1.   This Agreement shall be effective as of the date first written above and,
     when  executed  by an  authorized  representative  of  each Party,  shall
     constitute a fully effective and binding document.


SANTA FE ENERGY RESOURCES,  INC.      READING & BATES DEVELOPMENT CO.



By:____________________________      By:______________________________
       A. T. McCarroll                       D. C. Toalson
       Division Manager, Exploration         President
       Gulf Division