EXHIBIT 10.21

                          TERMINATION OF
                     ASSIGNMENT OF INSURANCES


       THIS AGREEMENT 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") and
  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" or  "Assignors")  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, N.V. (formerly known as NMB Postbank  Groep,
  N.V., 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, the  Original  Borrowers (the  "Assignors"),  as
  security  for  their  obligations under  the  Original  Credit
  Agreement,  entered into  that Assignment of  Insurances dated
  March  29,   1991  (as  amended,   from  time  to   time,  the
  "Assignment");

       WHEREAS,  with Reading  and  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
  amended and restated the Original Credit Agreement pursuant to
  the terms of that certain Amended and Restated Credit Facility
  Agreement  dated as  of  April 27,  1995,  as amended  (as  so
  amended the "Restated Credit Agreement"); and

       WHEREAS, the Original Borrowers, RBB, RBA and the  Lender
  have agreed to terminate the Restated Credit Agreement and for
  Lender  to release all  collateral given  in security  for the
  obligations of the Original Borrowers, RBB and RBA thereunder,
  including this Assignment, as 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 Assignee,
  upon  instructions  of the  Lender,  agrees  to terminate  and
  release the  Assignment, effective as  of the date  hereof, as
  follows.

       1.   The Assignment  is terminated,  effective as  of the
            date hereof, and the Assignors are released from any
            and all obligations thereunder.

       2.   The  Trustee agrees  to execute  and deliver  to the
            Assignors  any and all  UCC-3 Termination Statements
            for filing in all relevant jurisdictions.   

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

  THIS  AGREEMENT   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  Termination Agreement 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., as Trustee


                                By:  
                                     Name:  
                                     Title: