EXHIBIT 10.27

                 TERMINATION OF INDENTURE OF TRUST



       THIS AGREEMENT  dated  as   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"),  Reading and
  Bates Borneo  Drilling Co., Ltd., a  corporation organized and
  existing under  the laws  of the  State  of Oklahoma  ("RBB"),
  Reading &  Bates (A)  Pty. Ltd.,  a corporation  organized and
  existing under the laws  of Australia ("RBA") (RBC,  RBD, RBX,
  RBI,  RBB  and  RBA  being  referred  to  collectively as  the
  "Borrowers" and individually  as a "Borrower")  and Bank  One,
  Texas, N.A.,  a national banking association,  as Trustee (the
  "Trustee").

                       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 25, 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
  Borrowers  in  the aggregate  principal  amount of  up  to USD
  112,000,000; and

  WHEREAS,  in  connection  therewith,  the  Borrowers  and  the
  Trustee  entered into  that certain  Indenture of  Trust dated
  March 27, 1991, as amended (the "Indenture"); and

  WHEREAS, the Borrowers  and the Lender  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  Borrowers have repaid Facility  C and terminated
  Facility  D and Facility E, with the agreement of the Lenders,
  and  the  Lenders  have  agreed  to  release  all   collateral
  (including the Mortgages, Assignments and  Pledges) and delete
  all Vessels under the Indenture; and

  WHEREAS, the Borrowers and  the Trustee wish to terminate  the
  Indenture.

            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
  parties agree to terminate this  Indenture effective as of the
  date hereof as follows:

  1.   Termination  of  Indenture.   Effective  as  of the  date
       hereof   Obligors  have  paid or  caused  to be  paid  or
       provided adequate security to the Lender for repayment of
       the Notes theretofore delivered to the Trustee, the Notes
       have been delivered to the Trustee for cancellation,  and
       the Obligors have delivered to the Trustee  (a) a written
       notice  that  all conditions  precedent  provided for  in
       Section 401 of the Indenture relating to the satisfaction
       and discharge  of this Indenture have  been complied with
       and (b) an opinion  of counsel acceptable to  the Trustee
       to the same effect.

  2.   Section  306 of  Indenture.    Notwithstanding Section  1
       above, the liabilities and obligations of the Obligors to
       the  Trustee  under   Section  306   shall  survive   the
       termination of this Indenture. 

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

       THIS AMENDMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
  ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.

       IN WITNESS WHEREOF, the parties hereto have duly executed
  this  Amendment 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:                   


                                READING AND BATES BORNEO DRILLING 
                                CO., LTD.


                                By:                           
                                     Name:                    
                                     Title:                   


  THE COMMON SEAL OF            READING & BATES (A) PTY. LTD.
  READING & BATES (A)
  PTY. LTD. was hereunto
  affixed by authority of
  the Board of Directors        By:                           
  in the presence of :               Name:                    
                                     Title:                   
  __________________
  T. W. Nagle, Director


  __________________
  W. K. Hillin, Secretary


                                BANK ONE, TEXAS, N.A., as Trustee


                                By:                           
                                     Name:                    
                                     Title:                   



                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be the                                   of Reading & Bates
  Corporation,   a  corporation  organized  under  the  laws  of
  Delaware,  and  acknowledged  to  me  that  he  executed  said
  instrument   for  the   purposes  and   consideration  therein
  expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.



                                                              
                                Notary Public

    

                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be the                                   of Reading & Bates
  Drilling Co.,  a  corporation  organized  under  the  laws  of
  Oklahoma,  and  acknowledged  to  me  that  he  executed  said
  instrument   for  the   purposes  and   consideration  therein
  expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.

                                                              
                                Notary Public  



                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be the                                   of Reading & Bates
  Exploration  Co., a  corporation organized  under the  laws of
  Oklahoma,  and  acknowledged  to  me  that  he  executed  said
  instrument   for  the   purposes  and   consideration  therein
  expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.



                                                              
                                Notary Public  



                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be the                                       of Reading and
  Bates,  Inc.,  a  corporation  organized  under  the  laws  of
  Oklahoma,  and  acknowledged  to  me  that  he  executed  said
  instrument   for  the   purposes  and   consideration  therein
  expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.


                                                             
                                Notary Public  



                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be  the                                      of Reading and
  Bates Borneo Drilling Co., Ltd., a corporation organized under
  the  laws of Oklahoma, and acknowledged to me that he executed
  said  instrument  for the  purposes and  consideration therein
  expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.


                                                              
                                Notary Public


                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )


       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be the                                   of Reading & Bates
  (A) Pty. Ltd., a corporation organized under the laws of      
         ,  and  acknowledged  to  me  that  he  executed   said
  instrument   for  the   purposes  and   consideration  therein
  expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.



                                                              
                                Notary Public



                          ACKNOWLEDGMENT


  STATE OF TEXAS           )
                           )
  COUNTY OF HARRIS         )

       BEFORE ME,                           , a notary public in
  and for said county and state, on this day personally appeared
                          , known  to me to be  the person whose
  name is subscribed to the foregoing instrument and known to me
  to be the                                        of  Bank One,
  Texas, N.A.,  a national banking  association, organized under
  the laws of                  , and acknowledged to me that  he
  executed  said instrument  for the purposes  and consideration
  therein expressed, and as the act of said corporation.

       Given under my hand and seal of office this       day of 
                , 1995.


                                                              
                                Notary Public