EXHIBIT 10.102

                               G U A R A N T E E


       THIS GUARANTEE AGREEMENT (this "Guarantee") dated November 28th, 1995
  made by READING  & BATES CORPORATION, a Delaware corporation  with offices
  at 901 Threadneedle, Suite  200, Houston, Texas 77079  (hereinafter called
  the "Guarantor"), in favor of CHRISTIANIA BANK OG KREDITKASSE, a Norwegian
  banking corporation, acting through its New York  branch, as agent for the
  Lenders party to the  Credit Agreement described below (hereinafter called
  the "Agent"),

                             W I T N E S S E T H :

        WHEREAS, (i) Reading & Bates Drilling Co. (hereinafter called "R & B
  Drilling") and Reading &  Bates Exploration Co. (hereinafter called "R & B
  Exploration"  and  together  with  R&B  Drilling  collectively called  the
  "Borrowers"),  each   an  Oklahoma  corporation,   as  joint  and  several
  borrowers,  (ii) the  Guarantor (hereinafter  together with  the Borrowers
  collectively called the  "Companies"), (iii) the Lenders (as such  term is
  defined  in the Credit Agreement) and  (iv) the Agent have  entered into a
  Credit Facility Agreement dated as of November 16, 1995 (hereinafter as at
  any time amended called the "Credit Agreement"), whereby the Lenders  have
  agreed to  make available  to the Borrowers (i)  a US$45,000,000  reducing
  revolving credit  facility (the  "Revolving Credit  Facility") for general
  corporate  purposes and  (ii)  a  US$10,000,000 standby  letter  of credit
  facility (the "Standby  Letter of Credit Facility", and together  with the
  Revolving Credit Facility, the "Credit Facility") for  issuance of standby
  letters  of  credit in  the  ordinary course  of business  and to  back up
  standby letters of credit issued by ING Bank which  are outstanding on the
  date hereof.

        WHEREAS, concurrently  herewith the Borrowers  and Wilmington  Trust
  Company, a Delaware  banking corporation as indenture trustee (hereinafter
  the "Indenture Trustee"), are entering into an Indenture of Trust dated as
  of  November 16,  1995,  with  respect to  certain  security held  by  the
  Indenture Trustee for the benefit of the Lenders;

        WHEREAS, R&B  Drilling is a wholly-owned corporate subsidiary of the
  Guarantor;

        WHEREAS, R&B Exploration is a wholly-owned corporate subsidiary of R
  & B Drilling;

        WHEREAS, the Lenders require that  the Guarantor execute and deliver
  this  Guarantee as  a condition  of their  willingness to  enter into  the
  Credit Agreement and to make the Credit Facility available thereunder;

        NOW, THEREFORE,  in consideration  of the foregoing  premises and in
  order to induce the Lenders to enter into the Credit Agreement and to make 
  the Credit  Facility  available to  the Borrowers,  the  Guarantor  hereby
  agrees as follows:

        1.    The   Guarantor   hereby   irrevocably   and   unconditionally
  guarantees  to  the Lenders,  their  successors and  assigns,  as  primary
  obligor and  not as  surety merely,  the due and faithful  payment of  all
  amounts due under the Credit Agreement, including, without limitation, the
  due and  punctual payment when due  (whether at the  stated maturity or by
  acceleration  or   otherwise),  of  all   indebtedness,  obligations   and
  liabilities  of  each  of  the Borrowers  and  each  of  their  respective
  successors  and  assigns to  the  Agent or  the  Lenders  now existing  or
  hereafter  incurred, arising  out  of  or in  connection with  the  Credit
  Agreement, the Note and the Security Documents (as such terms are  defined
  in  the Credit  Agreement)  (all such  agreements,  covenants, conditions,
  indebtedness,  obligations and  liabilities  being hereinafter  called the
  "Obligations") together with any  and all  expenses which may  be paid  or
  incurred by  the Agent  and the Lenders  in collecting  any or  all of the
  Obligations  and/or in  enforcing any  rights hereunder,  and the  due and
  faithful  performance  by the  Borrowers  and  each  of  their  respective
  successors  and assigns  and  their  due and  faithful observance  of  and
  compliance  with all  of the  agreements, covenants  and conditions  to be
  performed  by the Borrowers, as  provided in the  Credit Agreement, as the
  same may hereafter be amended and supplemented.

        2.    Notwithstanding  any   payment  or  payments  hereunder,   the
  Guarantor  shall not be entitled to be subrogated  to any of the rights of
  the Agent or the Indenture Trustee or the Lenders against the Borrowers or
  any  collateral  security held  by  the  Agent  for  the  payment  of  the
  Obligations of  the Borrowers until all amounts owing by  the Borrowers to
  the Lenders are paid in full.

        3.    The  Guarantor consents  that,  without the  necessity  of any
  reservation of rights against it and  without notice to or  further assent
  by it: (i) the obligations and liabilities of the  Borrowers and any other
  party or  parties for or  upon any  of the Obligations,  or any collateral
  security or guarantee  therefor or right of off-set with  respect thereto,
  may, from  time  to time,  in whole  or  in  part, be  renewed,  extended,
  modified,  accelerated,  compromised  or  released by  the  Agent  at  the
  direction of the Agent;  (ii) any and all collateral security at  any time
  held by the Agent for payment of the Obligations may be sold, exchanged or
  released, all  without notice to or  further assent by the  Guarantor, who
  will remain bound  hereunder, notwithstanding any such renewal, extension,
  modification, acceleration,  compromise, sale or  exchange or release; and
  (iii) the  covenants and  agreements  of the  Borrowers contained  in  the
  Credit Agreement, the Note  and the Security Documents may at any  time be
  amended,  modified, supplemented or  terminated in whole or  in part, from
  time to  time  without impairing,  abridging, releasing  or affecting  the
  obligations of the Guarantor hereunder.

        4.    The Guarantor waives  any and all notice of the  acceptance of
  this Guarantee, and any and all notice of the creation, renewal, extension
  or  accrual of  any  of the  Obligations and  notice  of or  proof  of the
  reliance by the Agent or the Lenders upon this Guarantee.  The Obligations
  shall conclusively be deemed to have been created, contracted and incurred
  in  reliance upon this  Guarantee, and all dealings  between the Companies
  and  the Agent or the  Lenders shall likewise be  conclusively presumed to
  have been  had  or  consummated in  reliance  upon  this Guarantee.    The
  Guarantor waives  diligence, presentment, protest,  demand for payment and
  notice  of  default or  nonpayment  to  or upon  it  with  respect  to the
  Obligations or any of them.

        5.    This is a  continuing, absolute and unconditional guarantee of
  payment and performance without regard to the regularity or enforceability
  of the  Credit Agreement  or  any of  the  Obligations or  any  collateral
  security or guarantee  therefor or rights of off-set with  respect thereto
  and without regard  to any defense, off-set  or counterclaim which  may at
  any time  be available to or be  asserted by any of  the Companies against
  the  Agent or  the  Lenders  and  which  constitutes,  or which  might  be
  construed to constitute, an equitable or legal discharge of the  Borrowers
  for  the Obligations,  or  the  obligations of  the Guarantor  under  this
  Guarantee, in bankruptcy or in any other  instance, and the provisions  of
  this  Guarantee shall  remain in full  force and effect and  be binding in
  accordance with  and to the extent  of its terms  upon the  Guarantor, its
  successors and assigns  thereof and inure to the  benefit of the Agent and
  the Lenders, their successors, endorsees, transferees and assigns thereof,
  until  all of the Obligations  and the obligations  of the Guarantor under
  this Guarantee  shall  have  been satisfied  by  payment in  full.    This
  Guarantee shall be joint and several with any guarantee given by any other
  guarantor with respect to the  Obligations or any of them.  All rights and
  remedies  of the  Agent  or the  Lenders  hereunder and  under  the Credit
  Agreement shall be cumulative and may be exercised singly or concurrently.

        6.    This  Guarantee   shall  continue   to  be   effective  or  be
  reinstated,  as the  case may  be, if  at  any time  payment, or  any part
  thereof, of  any of the Obligations  is rescinded or  must be  restored or
  returned by the  Agent or the  Lenders upon the insolvency,  bankruptcy or
  reorganization of any of the Companies or otherwise, all as though payment
  had not been made.

        7.    The Guarantor hereby represents, warrants and covenants that:

              (a)   This Guarantee constitutes  the legal, valid and binding
        obligation of the Guarantor enforceable in accordance with its terms
        except  to  the  extent  that  such enforcement  may  be  limited by
        applicable bankruptcy,  insolvency,  reorganization,  moratorium  or
        other similar laws affecting generally the enforcement of creditors'
        rights and general equitable principles.

              (b)   The  Guarantor is  and shall  remain a  corporation duly
        organized  and validly existing  in good standing under  the laws of
        Delaware; the Guarantor has full power, authority and legal right to
        execute, deliver  and perform  its obligations  under this Guarantee
        and  it  has  taken  all  necessary corporate  and  legal  action to
        authorize the execution, delivery and performance of this Guarantee.

              (c)   The   execution,  delivery   and  performance   of  this
        Guarantee and the other instruments and agreements herein and in the
        Credit Agreement will not violate  any provision of law or any rule,
        regulation,  order or decree of any  court, tribunal or governmental
        authority, bureau, or agency, or of the charter or by-laws or  other
        corporate  rules of  the Guarantor,  or  any indenture,  contract or
        other  undertaking  to  which  the  Guarantor is  a  party  or which
        purports  to be binding upon it  or any of its  assets, and will not
        result in the creation or imposition of any security interest, lien,
        charge  or  encumbrance  on  any  of  its  assets  pursuant  to  the
        provisions of any of the foregoing.

              (d)   The Obligations  of the  Guarantor under  this Guarantee
        are unconditional and irrevocable and shall rank pari passu with all
        other  liabilities  of  the  Guarantor  for  borrowed  money or  for
        obligations  that   have  become  the   direct  obligations  of  the
        Guarantor.

              (e)   All    necessary    consents,    licenses,    approvals,
        authorizations  of,  and  registrations  or  declarations with,  any
        governmental authority, bureau or agency required in connection with
        the execution, delivery, performance, validity and enforceability of
        this Guarantee have been obtained and are in full force and effect.

              (f)   No consent or approval of any creditor is required as  a
        condition  to  the  validity  of  this  Guarantee  or  any  of   the
        transactions contemplated hereby, except as shall have been obtained
        by the Guarantor.

              (g)   The  Guarantor is  not  in default  in  the  payment  or
        performance  of  any  of  its  material obligations  or  any  of the
        material  covenants or  conditions to  be performed pursuant  to the
        terms  and provisions of  any loan or credit  agreement or mortgage,
        indenture, or security agreement, to which it is a party or by which
        it may be bound.

              (h)   There are  no actions,  suits or  proceedings before any
        court, tribunal or governmental  body pending or threatened (i) with
        respect to any of the transactions contemplated by this Guarantee or
        (ii) against or affecting  the Guarantor or any of its assets, which
        could  reasonably  be expected  to  result in  any material  adverse
        change in  the business  condition (financial  or otherwise)  of the
        Guarantor.   The Guarantor  has not been charged  with any  material
        violation  of or material default  under any  statute, decree, rule,
        regulation, writ or order of any court or any administrative order.

        8.    Any and  all amounts  required  to be  paid by  the  Guarantor
  hereunder shall be paid in lawful money of the United States of America by
  wire transfer  to The  Bank  of New  York,  New York,  New York  (ABA  No.
  021000018) for credit  to the account of  Christiania Bank, New York,  New
  York (Account No. 8026120277) or to such other place as the Agent may from
  time to time direct without  set-off or counterclaim and  free from, clear
  of and  without deduction for any  Taxes which  Borrowers are required  to
  pay, or indemnify the  Lenders, under the terms  of the Credit  Agreement,
  provided, however, that if the Guarantor shall at any  time be required by
  law to withhold or deduct any  such Taxes from any amounts payable to  the
  Lenders  hereunder, then  the  Guarantor  shall (1)  pay directly  to  the 
  relevant taxing  authority the  full  amount required  to be  deducted  or
  withheld,  (2) pay  to  the  Agent for  the  account of  the  Lenders such
  additional amounts in Dollars  as may be necessary to ensure that  the net
  amounts received by  each Lender shall equal  the full amounts such Lender
  would  have received if  such withholding or deduction  were not required,
  and  (3)  promptly  send  to  the  Agent  an  official  receipt  or  other
  documentary evidence  satisfactory to the Agent evidencing such payment to
  such authority.  The Guarantor  covenants and agrees that it will take all
  action necessary or appropriate to obtain any license or consent which may
  be or  become necessary  in order  to assure  the  availability of  United
  States Dollars for all payments of the  obligations of the Guarantor under
  this Guarantee.     

        9.    No failure  to exercise and no delay in exercising on the part
  of the Agent of any right, power or privilege hereunder shall operate as a
  waiver thereof; nor shall  any single  or partial exercise  of any  right,
  power  or  privilege hereunder  preclude  any  other  or  further exercise
  thereof  or the  exercise of  any other  right, power  or privilege.   All
  rights  and remedies of the Agent hereunder and under the Credit Agreement
  and  any  collateral security,  document  or guarantee  therefor shall  be
  cumulative  and  may  be  exercised  singly or  concurrently  and  are not
  exclusive of any rights or remedies permitted 
  by law.

        10.   None of  the terms  or  provisions of  this Guarantee  may  be
  waived, altered, modified  or amended except by an instrument  in writing,
  duly executed by the Agent, and this Guarantee and the rights, obligations
  and liabilities of the parties hereunder shall  be governed by, and  shall
  be construed and interpreted in accordance with, the internal laws  of the
  State of New York, without reference to principles of conflicts of law.

        11.   If for the purpose  of obtaining judgment in  any court in any
  country  it   becomes  necessary  to  convert  into   any  other  currency
  (hereinafter called a "Judgment  Currency") any amount payable under  this
  Guarantee, then such conversion shall  be made at the Rate of Exchange (as
  hereinafter defined)  prevailing one Banking  Day (as hereinafter defined)
  before the  day on  which judgment  is given.  For  this purpose  "Rate of
  Exchange" means the  rate at which the Agent is  able on the relevant date
  of conversion to purchase the relevant amount payable under this Guarantee
  with the Judgment Currency.  "Banking Day" means a day on which commercial
  banks  are open  for business  in  New York,  New  York, Oslo,  Norway and
  London,  England.  In  the event  that there  is a  change in  the Rate of
  Exchange prevailing between  the Banking Day  before the day on  which the
  judgment  is given and the actual  date of payment of  the amount due, the
  Guarantor shall pay such additional and/or lesser amounts as  the case may
  be (if  any) as may be  necessary to ensure  that the amount  thus paid on
  such date  is the amount in  the Judgment Currency  which when computed at
  the Rate of  Exchange prevailing on the date of payment is the amount then
  due and  payable under  this  Guarantee in  United States  Dollars  before
  conversion into the  Judgment Currency was made.   Any amount due from the
  Guarantor under this paragraph shall be due and payable as a separate debt
  and  shall not be affected by  judgment being obtained for  any other sums
  due under or in respect of this Guarantee. 

        12.   The  Guarantor   hereby  agrees  that   any  legal  action  or
  proceeding  with respect  to this  Guarantee, or  to enforce  any judgment
  obtained against the Guarantor  may be brought by the Agent in  the courts
  of the State of  New York located in  New York, New York or  in the United
  States Federal courts sitting in the Southern District of New York, as the
  Agent  may elect;  and by execution  and delivery  of this  Guarantee, the
  Guarantor irrevocably  submits to  each such  jurisdiction and service  of
  process may be made as provided by law.

        With  respect   to  any  such  action   or  proceeding   within  the
  jurisdictions of the courts of the State of New York located in New  York,
  New York and of  the United States Federal courts sitting in  the Southern
  District of  New York,  the Guarantor hereby irrevocably  consents to  the
  service of  process out of  said New York  or United States courts  in any
  such  action  or  proceeding  by the  mailing  thereof  by  United  States
  registered mail  to the  Guarantor at c/o Prentice  Hall Corporation,  500
  Central Avenue, Albany, New York  12206-2290.   Final judgment against the
  Guarantor  (a certified or  exemplified copy of which  shall be conclusive
  evidence  of  the  fact and  of  the amount  of  any  indebtedness of  the
  Guarantor) in any such action or proceeding shall be conclusive and may be
  enforced in any other jurisdiction by suit on such judgment.

        Nothing herein shall  be deemed to preclude or  in any way limit the
  right of the Agent to  sue or take any action against the Guarantor in any
  tribunal wherever located having jurisdiction over the Guarantor or any of
  its assets. 

        IN WITNESS  WHEREOF, the Guarantor has  duly executed  and delivered
  this Guarantee this ___ day of November, 1995.

                                            READING & BATES CORPORATION

                                            By ______________________
                                               Its:  



  The undersigned hereby accepts
  the foregoing Guarantee.

  CHRISTIANIA BANK OG KREDITKASSE
  acting through its New York branch,
  as Agent


  By ______________________________________
     Name:
     Title:  


  By ______________________________________
     Name:
     Title:   
                          
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                          ACKNOWLEDGEMENT OF GUARANTEE

  STATE OF NEW YORK       )
                          )  s.s.
  COUNTY OF NEW YORK      )


        On this 28  day of November, 1995, before me  personally came Tim W.
  Nagle to me  known who being by me duly  sworn did depose and  say that he
  resides at  13307 Tosca,  Houston, Texas, that  he is  the Executive  Vice
  President, Finance and Administration for the corporation described in and
  which executed  the foregoing  instrument;  and that  he signed  his  name
  thereto by order of the Board of Directors of Reading & Bates Corporation.


                                      _________________________
                                             Notary Public