EXHIBIT 10.107

                               GENERAL ASSIGNMENT

                                  D.R. STEWART

     THIS GENERAL  ASSIGNMENT (this  "Assignment") is  made the 28th day  of
  November,  1995  by  READING  &  BATES   EXPLORATION  CO.,  a  corporation
  incorporated in  and under the laws  of the  State of  Oklahoma, with  its
  office   at  901  Threadneedle,  Suite  200,  Houston,  Texas  77079  (the
  "Assignor"),  in favor  of CHRISTIANIA  BANK  OG KREDITKASSE,  a Norwegian
  banking  corporation, acting through its  New York branch at  11 West 42nd
  Street,  7th Floor,  New York,  New York  10036 as  Agent for  the Lenders
  referred to below (the "Assignee");

                                    Recitals

     (A)   The  Assignor  is  the  sole owner  of  the  whole  of  the semi-
  submersible  drilling unit D.R. STEWART (the "Rig"), Official No. D626904,
  of  approximately 6,494 gross  registered tons, documented in  the name of
  the  Assignor under the laws and flag of the  United States at the port of
  Houston, Texas;

     (B)   By a Credit Facility Agreement  dated as of November 16, 1995, as
  the same  may be amended  or supplemented  from time to  time (the "Credit
  Agreement"), among (i) the Assignor  and Reading & Bates  Drilling Co., an
  Oklahoma corporation,  as joint  and several  borrowers (collectively, the
  "Borrowers"),  (ii) Reading &  Bates Corporation, as guarantor,  (iii) the
  lenders  referred to therein  (the "Lenders")  and  (iv) the  Assignee, as
  agent  for the Lenders, the Lenders  have agreed to make  available to the
  Borrowers (i) a reducing revolving credit facility in the principal amount
  of  Forty-Five  Million  United   States  Dollars  (U.S.$45,000,000)  (the
  "Revolving Credit Facility") and (ii) a Standby Letter of Credit  Facility
  in an aggregate  amount not  to exceed Ten Million  United States  Dollars
  (U.S. $10,000,000) (the "Standby Letter of  Credit Facility", and together
  with the Revolving Credit Facility, collectively the "Credit Facility").

     (C)   It is a condition precedent,  among others, to making  the Credit
  Facility  available to the  Borrowers under the Credit  Agreement that the
  Assignor  execute and deliver  this Assignment to the  Assignee as partial
  security for amounts advanced under the Credit Facility and all other sums
  payable or  to become payable by  the Assignor under  or arising  from the
  Credit Agreement, the Note and the  Security Documents (as such  terms are
  defined in the Credit Agreement).

     In  consideration  of  the  recitals  prescribed  above,  the  premises
  contained  herein and  such  other  good and  valuable  consideration, the
  receipt and sufficiency  of which is hereby acknowledged by  the Assignor,
  and in order  to induce the Lenders to  make the Credit Facility available
  to the Borrowers:

     1.    The  Assignor, as  legal and  beneficial  owner, hereby  assigns,
  transfers and sets over unto  the Assignee for the benefit of the Assignee
  and its  successors and assigns, and hereby grants the Assignee a security
  interest  in, all of the Assignor's  right, title and interest  in and to:
  (i) the  earnings of the Rig  from any  source; (ii) all  moneys or  other
  compensation  payable by  reason of requisition  of title  or for  hire or
  other compulsory  acquisition of  the Rig; and (iii)  all proceeds  of the
  foregoing. As used herein, "earnings" in (i) means:

           (a)   all charterhire and  other moneys and rights  and claims to
                 moneys;

           (b)   all the Assignor's  right, title and interest to and in any
                 moneys  whatsoever  payable  to  the  Assignor  under   any
                 bareboat  or  time charter,  drilling  contract,  or  other
                 contract for  the use  or employment  of the  Rig, and  all
                 other  rights  and  benefits  whatsoever  accruing  to  the
                 Assignor thereunder,  including (but  without prejudice  to
                 the generality  of the  foregoing) all  claims for  damages
                 for any breach by any  charterer or other party  thereto of
                 any   such   bareboat   or   time  charter,   contract   of
                 affreightment, or other contract for  the use or employment
                 of the Rig; and

           (c)   all  freights  (if  any), passage  moneys  (if  any),  hire
                 moneys  (if any),  compensation  (if  any) payable  to  the
                 Assignor in the  event of the  requisition of  the Rig  for
                 hire,  remuneration  for  salvage and  towage  services (if
                 any),  demurrage and  detention moneys  (if  any), and  any
                 other  earnings whatsoever  due  or to  become  due to  the
                 Assignor.

     2.    The Assignor hereby represents, warrants and undertakes that:

           (a)   notice of  this Assignment in  the form attached hereto  as
                 Exhibit 1  will be promptly  delivered upon the  occurrence
                 of  an Event  of Default  as defined  in Clause  11 of  the
                 Credit Agreement to any charterer of the Rig; and

           (b)   upon the  occurrence of an  Event of Default  as defined in
                 Clause 11 of  the Credit Agreement,  it will  use its  good
                 faith efforts to cause  any charterer to execute  a Consent
                 and  Agreement to  this  Assignment  in the  form  attached
                 hereto as Exhibit 2 and deliver  such Consent and Agreement
                 to the Assignee.

     3.    All earnings  of the Rig assigned hereby shall  be payable to the
  Earnings Account (as  defined in the Credit Agreement) in  accordance with
  and subject to Clause 13 of the Credit Agreement.

     4.    The  Assignor  hereby   undertakes  that,  notwithstanding   this
  Assignment, it  shall  punctually perform  all its  obligations under  all
  charters and contracts pertaining to the Rig.

     5.    It is hereby expressly agreed that, anything contained herein  to
  the contrary  notwithstanding, the Assignor shall remain  liable under all
  charters  and contracts pertaining  to the Rig to  perform the obligations
  assumed  by it thereunder,  and the  Assignee shall have no  obligation or
  liability of any  nature whatsoever under any  such charter or contract by
  reason of, or arising out of, this  Assignment, nor shall the Assignee  be
  required to assume or be obligated in any manner to perform or fulfill any
  obligation  of the  Assignor  under or  pursuant to  any  such charter  or
  contract  or to make any  payment or make any  inquiry as to the nature or
  sufficiency of  any payment received by the Assignee, or, unless and until
  indemnified to its satisfaction,  to present or file any claim or  to take
  any  other action to collect or  enforce the payment of  any amounts which
  may have been  assigned to it or to which  it may be entitled hereunder or
  pursuant hereto at any time or times.

     6.    The  Assignor shall  promptly notify the  Assignee in  writing of
  the commencement and termination of any period during which the Rig may be
  requisitioned.

     7.    The Assignor hereby further covenants  and undertakes promptly to
  furnish the Assignee with all such information as it may from time to time
  reasonably require  regarding the employment,  position and engagements of
  the Rig.

     8.    The  Assignor hereby  warrants  and represents  that  it has  not
  assigned or  pledged, and  hereby  covenants that  it will  not assign  or
  pledge  so long  as this  Assignment shall  remain in  effect, any  of its
  right, title or interest in the whole or any part of the moneys and claims
  hereby assigned, to anyone  other than the Assignee, and it will  not take
  or omit  to take any action, the taking or  omission of which might result
  in  a material alteration or  impairment of the rights  hereby assigned or
  any of the rights created in this Assignment.

     9.    The Assignor does hereby appoint  and constitute the Assignee  as
  the  Assignor's true and  lawful attorney-in-fact with full  power (in the
  name  of the  Assignor or  otherwise), to  ask, require,  demand, receive,
  compound and give acquittance for any and all moneys and claims for moneys
  assigned hereby, to  endorse any checks or  other instruments or orders in
  connection therewith, to file  any claims or take  any action or institute
  any proceedings which the Assignee may  deem to be necessary  or advisable
  in the  premises and to  file, without the signature of  the Assignor, any
  and  all Uniform Commercial Code financing  statements or renewals thereof
  arising  from this Assignment which  the Assignee may deem to be necessary
  or advisable in order to perfect or maintain the security interest granted
  hereby.    Such  appointment  of   the  Assignee  as  attorney-in-fact  is
  irrevocable and coupled with an interest.

     10.   The Assignee shall not be required to make any inquiry as to  the
  nature or sufficiency of any payment received by the Assignee, or,  unless
  and  until indemnified to its  satisfaction, to present or file any claim,
  or to  take any  other action  to collect  or enforce  the payment  of any
  amounts which may have been assigned to it or to which it may  be entitled
  hereunder or pursuant hereto at any time or times.

     11.   All  moneys collected  or received  by the  Assignee pursuant  to
  this Assignment  shall be dealt  with as provided in  the Credit Agreement
  and the Mortgage (as defined in the Credit Agreement) relating to the Rig.

     12.   Each and  every right, power  and remedy  given herein or  in the
  Credit Agreement or  in the  Security Documents to the  Assignee shall  be
  cumulative and shall be in addition to every other right, power and remedy
  of the Assignee now or hereafter existing at law, in equity or by statute,
  and  each and  every right,  power  and remedy,  whether  herein given  or
  otherwise existing,  may be exercised  from time  to time, in  whole or in
  part, and  as often and in  such order as  may be deemed  expedient by the
  Assignee,  and the  exercise or  the commencement  of the exercise  of any
  right, power or  remedy shall not be construed to be a waiver of the right
  to  exercise at  the same  time or  thereafter any  other right,  power or
  remedy. No delay  or omission by the Assignee in the exercise of any right
  or  power in  the pursuance  of  any remedy  accruing  upon any  breach or
  default by the Assignor shall impair any such right, power or remedy or be
  construed to be a  waiver of any such  right, power or remedy or  to be an
  acquiescence  therein; nor  shall the  acceptance by  the Assignee  of any
  security or of any payment of or on account of any of the amounts due from
  the Assignor to the Assignee and maturing  after any breach or default  or
  of any payment on account of any past breach or default be construed to be
  a waiver of any right to take advantage of any future breach or default or
  of any past breach or default not completely cured thereby.

     13.   If any provision  of this  Assignment shall at  any time for  any
  reason be declared or decided to be invalid, void or otherwise inoperative
  by a court  of competent jurisdiction, such declaration or  decision shall
  not  affect the  validity of  any  other provision  or provisions  of this
  Assignment,  or the validity of this  Assignment as a whole.  In the event
  that by reason of any law or regulation in force or to become in force, or
  by reason  of a ruling of any  court of competent jurisdiction,  or by any
  other reason  whatsoever, this  Assignment is  rendered  either wholly  or
  partly  defective,  the  Assignor  shall  furnish  the  Assignee  with  an
  alternative  assignment or  security and  do all  such  other acts  as are
  reasonably required in order to ensure and give effect  to the full intent
  of this Assignment.

     14.   It  is declared  and  agreed that  the  security created  by this
  Assignment shall be held by  the Assignee as a continuing security for the
  payment of all  moneys which may at any  time and from time to time  be or
  become payable by the  Assignor under the  Credit Agreement, the Note  and
  the  Security Documents  and that  the security  so created  shall not  be
  satisfied by an intermediate  payment or satisfaction of  any part of  the
  amount  hereby  secured  and that  the  security  so created  shall  be in
  addition  to and shall  not in  any way  be prejudiced or affected  by any
  collateral or other security now or hereafter held by the Assignee for all
  or any part of the moneys hereby secured.

     15.   If the  Assignor shall  pay and discharge,  or shall cause  to be
  paid and discharged, the principal of and interest  on the Credit Facility
  and shall pay or  cause to be paid  all other sums payable by  it under or
  arising  from the Credit  Agreement, the Note and  the Security Documents,
  all the  rights, title and  interests herein assigned shall  revert to the
  Assignor, without further act on the part of the Assignor, the Assignee or
  the  Agent (except  such execution  and filing of  termination statements,
  releases, or like  instruments as may be reasonably required  to terminate
  this  Assignment as a mater  of public record), and  this Assignment shall
  terminate.

     16.   Whenever  in this  Assignment reference  is made  to  any person,
  such reference  shall be deemed to  include the successors  and assigns of
  such person.

     17.   Notices  and other  communications  hereunder  shall be  sent  by
  telex  or  telecopy  and  confirmed by  certified  mail  (by  airmail,  if
  international) as follows:

  If to the Assignor -        c/o Reading & Bates Corporation
                              901 Threadneedle
                              Suite 200
                              Houston, Texas  77079
                              Telefacsimile No.:  (713) 496-0285

                              Attention:  Chief Financial Officer

  If to the Assignee -        Christiania  Bank  og  Kreditkasse,
                              acting through its New York branch
                              11 West 42nd Street, 7th Floor
                              New York, New York 10036
                              Telex No.: 824277 CBNY UF
                              Telefacsimile No.: (212) 827-4888

                              Attention:  Loan Administration

  With a copy to:             Watson, Farley & Williams
                              380 Madison Avenue
                              New York, New York  10017
                              Telex No.:  6790626 WFW NY
                              Telefacsimile No.:  (212) 922-1512

                              Attention:  John S. Osborne, Jr., Esq.

     Every notice  or demand  shall, except  so far  as otherwise  expressly
  provided by this Agreement, be deemed to have been received in the case of
  a telex or telefacsimile with confirmed answerback at the time of dispatch
  thereof (provided  that if the date  of dispatch is not  a business day in
  the locality of  the party to whom such notice or demand  is sent it shall
  be deemed to have been received on the next following business day in such
  locality), in  the case  of a  letter delivered  by  hand at  the time  of
  delivery, and in the case of a letter delivered by mail  on the expiration
  of the fifth (5th) business day after the same is put into the mail.

     18.   This Assignment  shall  be deemed  to  be  a contract  under  the
  substantive laws  of the State of  New York and for  all purposes shall be
  construed  in accordance  with the  internal laws  of said  state, without
  reference to principles of conflicts of law.

     IN  WITNESS WHEREOF,  the  Assignor has  caused  this Assignment  to be
  executed as of the day and year first above written.


                                          READING & BATES EXPLORATION CO.

                                          By _____________________________
                                             Its:

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                                  Exhibit 1
                                     to
                             General Assignment

                             NOTICE OF ASSIGNMENT

  TO:  

  TAKE NOTICE THAT:

      By a General  Assignment dated the ____  day of November, 1995  made by
      us to  Christiania Bank  og Kreditkasse,  acting through  its New  York
      Branch, as  agent (the "Assignee"),  and relating to  the United States
      flag vessel D.R. STEWART (the "Rig"), we have assigned  to the Assignee
      as from the  date thereof all our  right, title and interest in  and to
      any  moneys  whatsoever  payable  to  us under  that  certain  [Charter
      Contract]  dated as  of ____________,  199__  (the "Contract")  between
      yourselves and the  undersigned concerning the Rig, as the Contract may
      at  any  time be  amended or  supplemented,  and all  other  rights and
      benefits whatsoever  accruing to us  which arise or may  arise from the
      operation  of  the  Rig  under  the  Contract  including  (but  without
      prejudice to  the generality of  the foregoing) all  claims for damages
      for any breach of the Contract by you, provided  that you shall pay all
      proceeds due us  under the Contract to  the account in the  joint names
      of the  undersigned and Reading  & Bates Drilling  Co. with Christiania
      Bank  og Kreditkasse,  Grand  Cayman  Branch, Account  No.  4062660601,
      until  you are otherwise  notified by  the Assignee.   Upon  receipt of
      such notice  in writing, you  are authorized and  instructed to  pay to
      the Assignee as from the date thereof all such  moneys as you may be or
      become  liable  to  pay under  the  Contract  to  such account  as  the
      Assignee may direct.

  DATED THIS      day of            , 199__.

                                            READING  &  BATES EXPLORATION CO.


                                             By ________________________
                                                Its:

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                                  Exhibit 2
                                     to
                             General Assignment

                             CONSENT AND AGREEMENT

  The undersigned, [                             ], a  party to the Contract
  to  which the  Notice of  Assignment delivered  pursuant to  the foregoing
  Assignment  refers (terms defined  in the Assignment are  used herein with
  the  same  meaning), in  consideration of  the sum  of one  dollar ($1.00)
  lawful money of the United States of  America and other good and  valuable
  consideration, paid by Christiania Bank og Kreditkasse, acting through its
  New York Branch, as agent (the "Assignee"), the receipt of which is hereby
  acknowledged, hereby acknowledges notice of and consents and agrees to the
  foregoing Assignment and to all  of the terms thereof and agrees that: (1)
  upon  receipt of  written notice  from the Assignee  it will  make payment
  directly to such account as the Assignee may direct, of all moneys due and
  to become due  from it under the Contract  until receipt of written notice
  from the Assignee  that all  obligations to  the Lenders  secured by  said
  Assignment have been paid in full; and (2) any such payment shall be final
  and the  undersigned will not  seek to  recover from the  Assignee for any
  reason  whatsoever any moneys paid  by the undersigned to  the Assignee by
  virtue of the foregoing Assignment and this Consent and Agreement but this
  shall not  prevent the  set off  or credit  against or  deduction from any
  moneys payable to the  Assignee by  virtue of said  Assignment of  amounts
  owing  to the  undersigned by Reading  & Bates  Exploration Co.  under the
  Contract.

  [                                ], as charterer, confirms and agrees that
  the Contract is in full  force and effect and is enforceable in accordance
  with its terms and the Assignor is not in default thereunder.  

  This  Consent  and  Agreement  shall  be  governed  by  and  construed  in
  accordance  with  the internal  laws  of the  State  of New  York, without
  reference to principles of conflicts of law.

  Dated:   ______________, 199__

                                          [                             ]

                                          By                                 
                               
                                             Its: