EXHIBIT 10.11


                  AMENDMENT NO. 3 TO ASSIGNMENT OF INSURANCES


       THIS AMENDMENT NO. 3 TO ASSIGNMENT OF INSURANCES dated as of November
  29,  1995,  among  Reading  &  Bates  Corporation, a corporation organized
  and existing  under the laws of  the State of  Delaware ("RBC"), Reading &
  Bates Drilling Co., a corporation organized and existing under the laws of
  the  State  of  Oklahoma  ("RBD"), Reading  &  Bates  Exploration  Co.,  a
  corporation organized and existing under the laws of the State of Oklahoma
  ("RBX"), Reading  and Bates,  Inc., a  corporation organized  and existing
  under the  laws of the State of  Oklahoma ("RBI"), (RBC, RBD,  RBX and RBI
  being referred to hereafter collectively as the  "Original Borrowers") and
  Bank One,  Texas, N.A.,  a national banking association,  as Trustee  (the
  "Assignee").

                              W I T N E S S E T H:

        WHEREAS, pursuant to the Credit Facility Agreement dated as of March
  27, 1991, as amended  May 24, 1991, June  28, 1991, August 30, 1991,  June
  30,  1992 and  February  23, 1993  (as so  amended,  the "Original  Credit
  Agreement"),  Internationale  Nederlanden  Bank  (formerly  known  as  NMB
  Postbank Groep,  the "Lender") agreed to provide funding to certain of the
  Original  Borrowers  in  the  aggregate principal  amount  of  up  to  USD
  112,000,000; and

        WHEREAS,  Reading & Bates  Borneo Drilling Co., Ltd.,  a corporation
  organized and existing under the laws of the State of Oklahoma ("RBB") and
  Reading & Bates (A)  Pty. Ltd., a corporation organized and existing under
  the laws of Australia ("RBA"),  the Original Borrowers and the Lender have
  restated the  Original Credit  Agreement in  order to add RBB  and RBA  as
  Borrowers  (the   Original  Borrowers,  RBB  and  RBA  being  referred  to
  collectively as the "Borrowers"), increase the amount of Facility E, add a
  new  letter of credit facility  and amend certain terms and covenants (the
  "Restated Credit Agreement"); and

        WHEREAS, the  Assignor, by operation of  assignment has succeeded to
  and assumed  all of  the rights and obligations  as the  successor trustee
  under that certain Trust Indenture dated March 29, 1991 (the  "Indenture")
  among  the  Original  Borrowers  and First  City  Texas-Houston, N.A.,  as
  trustee, as amended,  pursuant to  which Assignee  acts on  behalf of  the
  Lender with respect to certain security interests granted by the Borrowers
  to secure their obligations under the Restated Credit Agreement; and

        WHEREAS, the Assignee  and the Original Borrowers wish to  amend the
  Assignment of Insurances as hereinafter follows.

  NOW THEREFORE, in consideration of the above  recitals and for other  good
  and valuable consideration, the receipt and sufficiency of which is hereby
  acknowledged, the Borrowers and the Assignee agree to amend the Assignment
  of Insurances effective as of the date hereof as follows:

  A.Schedule  1 to the Assignment  of Insurances is hereby amended to delete
  the reference to:

  "M. G. HULME  651644 U.S.  Reading and Bates, Inc."

  "JIM CUNNINGHAM  651643 U.S.  Reading & Bates Drilling Co."

  B.Except as specifically amended  by this Amendment, all  of the terms and
  provisions of the Assignment of Insurances shall  remain in full force and
  effect.

  All capitalized terms  used herein but not  defined herein shall have  the
  meanings given to them in the Assignment of Insurances.

  THIS AMENDMENT NO. 3 TO  ASSIGNMENT OF INSURANCES SHALL BE GOVERNED BY AND
  CONSTRUED IN  ACCORDANCE WITH THE  INTERNAL LAWS OF THE STATE  OF NEW YORK
  AND MAY NOT BE AMENDED OR CHANGED EXCEPT BY AN INSTRUMENT IN WRITING.

  IN WITNESS WHEREOF,  the parties hereto have duly executed  this Amendment
  No. 3 to Assignment of Insurances on the date first written above.

                                           READING & BATES CORPORATION


                                           By:                            
                                             Name:                     
                                             Title:                    


                                           READING & BATES DRILLING CO.


                                           By:                          
                                             Name:                     
                                             Title:                    

 
                                           READING & BATES EXPLORATION CO.


                                           By:                          
                                             Name:                     
                                             Title:                    


                                           READING AND BATES, INC.


                                           By:                          
                                             Name:                     
                                             Title:                    


                                           BANK ONE, TEXAS, N.A.


                                           By:                           
                                             Name:                     
                                             Title: