EXHIBIT 10.114

  STATE OF TEXAS
                                                                 (OCS-G-8012)
  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:__________________________________


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  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:

  ____________________________


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  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:

  __________________________________


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                                   EXHIBIT 1

                                    Part (a)

     LEASE OCS-G  8012.  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
     8012 covering all  of Block 342, 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.  Offer Letter  dated April  17, 1995,  executed by  and between  Enserch
      Exploration, Inc.  and Reading  & Bates  Development Co.,  as such  may
      have been amended.

  2.  Farmout  Agreement dated  July 10,  1991 (including  all  amendments to
      that  agreement),   between  Exxon   Corporation  and  Hunt   Petroleum
      Corporation covering Green Canyon Blocks 209, 254, 297, 298 and 342.

  3.  Purchase  and Sale  Agreement  dated March  28,  1995, executed  by and
      between Exxon Corporation, as Seller and  Enserch Exploration, Inc., as
      Buyer.

  4.  Oil  Gathering  Agreement  dated  December  2,  1994,  executed  by and
      between EP  Operating Limited  Partnership, as Producer  and Manta  Ray
      Gathering Systems Inc., as Gatherer.

  5.  Gas  Gathering  Agreement  dated  December  2,  1994,  executed by  and
      between  EP Operating  Limited Partnership, as  Producer and  Manta Ray
      Gathering Systems Inc., as Gatherer.

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

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

  8.  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.