Exhibit 10.155

                      ASSIGNMENT OF RECORD TITLE INTEREST

UNITED STATES OF AMERICA
OUTER CONTINENTAL SHELF
OFFSHORE LOUISIANA
                                  WITNESSETH:

THAT, SANTA FE ENERGY RESOURCES, INC., a Delaware corporation,  the address of
which is 1616  South Voss, Suite 1000, Houston,  Texas 77057 ( Assignor ), for
valuable  consideration,  the  receipt  and  sufficiency of  which  is  hereby
acknowledged,  does hereby  grant,  convey, assign,  transfer  and deliver  to
READING & BATES DEVELOPMENT CO., a  Delaware corporation, the address of which
is  901 Threadneedle,  Houston,  Texas 77079-2902  ( Assignee ), an  undivided
fifty percent (50.00000%) record title interest (the  Interest ) in and to the
following described Oil and Gas Lease (hereinafter the  Lease ), to wit:

      Oil and Gas Lease of   Submerged Lands under the Outer Continental
      Shelf  Lands  Act,  bearing  Serial  No.  OCS-G  16567,  effective
      September  1,  1996 covering  all of  Block  786, Ewing  Bank, OCS
      Official Protraction Diagram, NG 15-12,  containing  approximately
      2006.38 acres, more or less.

TO  HAVE AND  TO HOLD  the Interest  in and  to the  Lease unto  Assignee, its
successors  and assigns, together  with all rights  and privileges appurtenant
thereto, subject to and in accordance with all the terms and provisions of the
Lease.

This  Assignment  is  made without  warranty  of  title,  express, implied  or
statutory,  except  as  to persons  lawfully  claiming  by,  through or  under
Assignor, but  not otherwise; however,  Assignee shall have the  right of full
substitution and subrogation, to the extent assignable, in and to  any and all
rights  and  actions  in   warranty  which  Assignor  may  have   against  its
predecessors in title.

This Assignment  is made by Assignor  and accepted by Assignee  subject to all
the  terms  and  conditions  of that  certain  Participation  Agreement  dated
December  4, 1996.  Assignor warrants that  the Interest is not subject to any
liens or  encumbrances other  than Lessor s royalty  and that lease  bonus and
delay rentals have been paid to date.

The terms and conditions of this Assignment shall inure to the  benefit of and
be  binding  upon  the parties  hereto  and  their  respective successors  and
assigns.

This Assignment is  made effective December 11, 1996, subject  to the approval
by  the Minerals Management Service, United States Department of the Interior,
pursuant to 30 CFR 256.

IN WITNESS  WHEREOF, this Assignment is executed as of  the dates shown in the
respective  acknowledgments  of the  parties  hereto,  but effective  for  all
purposes as of December 11, 1996. 
 
                                   ASSIGNOR:

Witnesses:                          SANTA FE ENERGY RESOURCES, INC.



                                    By:         A. T. McCarroll
                                    Title:      Division Manager, Exploration
                                                Gulf Division

                                    ASSIGNEE:

Witnesses:                          READING & BATES DEVELOPMENT CO.

                                    By:     Wayne K. Hillin 
                                    Title:  Secretary