EXHIBIT 10.115

  STATE OF TEXAS
                                                                 (OCS-G-7049)
  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<PAGE>
            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:__________________________________



  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:

  ____________________________



  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:

  __________________________________



                                   EXHIBIT 1



                                    Part (a)

      LEASE OCS-G 7049.   That certain Oil  and Gas Lease of  Submerged Lands
      under the  Outer Continental Shelf Lands  Act made and effective  as of
      June 1, 1984, by and between  the United States of America, as  Lessor,
      and Placid Oil  Company, et al.,  as Lessees, bearing Serial  No. OCS-G
      7049 covering all  of Block 254, Green Canyon, OCS Official Protraction
      Diagram, NG 15-3.

               Working Interest             20.000000%
               Net Revenue Interest         17.3506665%

                                    Part (b)

      Together with a like interest in and to:

  1.  WELLS:
                                 WORKING        REVENUE
                                 INTEREST       INTEREST

      A. OCS-G 7049 #3           20.00000%     17.350665%
      B. OCS-G 7049 #4           20.00000%     17.350665%
      C. OCS-G 7049 #4ST1        20.00000%     17.350665%
      D. OCS-G 7049 #5           20.00000%     17.350665%

  2.  TEMPLATE:

      That  certain three  well drilling  template acquired,  inter alia,  by
      Seller  for use in  connection with the drilling  of the  OCS-G 7049 #5
      Well.

                                    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.

  9.  That  certain Exploration, Drilling and Production Unit Agreement dated
      June  22, 1995,  executed  by and  between  Enserch Offshore,  Inc. and
      Enserch  Exploration,  Inc., covering  and  pertaining to  Green Canyon
      Blocks 253, 254, 297 & 298.

  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.