Exhibit 10.109 


                      COLLATERAL ASSIGNMENT OF INSURANCE


      HRB  RIG CORPORATION,  an Oklahoma  corporation (hereinafter  called the
"Assignor"), the owner of  the United States registered offshore  drilling rig
HARVEY H. WARD  (the "Rig"), in consideration of One  Dollar ($1) lawful money
of the United States of America and other good and valuable consideration, the
receipt  and sufficiency of which are hereby acknowledged, has sold, assigned,
transferred, set over, and granted a security interest, and by this instrument
does  sell, assign,  transfer, set  over  and grant  a security  interest unto
Wilmington Trust  Company, not in its  individual capacity but  as Trustee for
the Banks (as that  term is defined in the Credit Agreement, as defined below)
(hereinafter called  the "Assignee")  and unto the  Assignee's successors  and
assigns,  to it and its successors and assigns own proper use and benefit, and
as collateral  security for the full  and prompt payment when  due (whether at
the  stated maturity,  by acceleration  or otherwise)  of all  obligations and
liabilities  of the  Assignor,  now  existing  or hereafter  incurred,  under,
arising out of  or in  connection with any  Credit Document (as  that term  is
defined in the Credit Agreement, as defined below) to  which it is a party and
the due performance and compliance by the Assignor with the terms of each such
Credit Document, all  right, title and interest of the  Assignor under, in and
to   the  following  (all  of  the  following,  collectively,  the  "Insurance
Collateral"):    (i)  all   insurances  (including,  without  limitation,  all
certificates of entry in  protection and indemnity and war  risks associations
or  clubs)  in  respect  of the  Rig,  whether  heretofore,  now  or hereafter
effected, and all  renewals of or  replacements for the  same, (ii) except  as
hereinafter  provided, all  claims, returns  of premium  and other  moneys and
claims  for  moneys  due and  to  become  due  under  or in  respect  of  said
insurances, (iii) all other rights of the Assignor under or in respect of said
insurances  and (iv) any proceeds  of any of  the foregoing.   It is expressly
agreed that  anything herein  contained to the  contrary notwithstanding,  the
Assignor  shall remain  liable under  said  insurances to  perform all  of the
obligations assumed by it thereunder and the Assignee shall have no obligation
or liability (including, without limitation, any obligation  or liability with
respect  to  the  payment  of  premiums,  calls  or  assessments)  under  said
insurances by  reason of or arising  out of this instrument  of assignment nor
shall  the  Assignee be  required or  obligated in  any  manner to  perform or
fulfill any obligations of  the Assignor under or pursuant  to said insurances
or to make any payment or to make any inquiry as to the nature  or sufficiency
of any payment received by it or to  present or file any claim, or to take any
other action  to collect or  enforce the payment of  any amounts which  or may
have been assigned to it or to which it may be entitled hereunder at  any time
or times.

      This  Assignment is made pursuant to the  First Amendment, dated July 9,
1996,  to the  Credit Agreement,  dated April  30, 1996  (as the  same  may be
amended,  modified or supplemented from time to time, the "Credit Agreement"),
by and  among Reading & Bates  Corporation, Reading & Bates  Drilling Co., the
Banks  (as  defined therein)  and Christiania  Bank  og Kreditkasse,  New York
Branch, as Agent.

      The  Assignor hereby  constitutes  the Assignee  and its  successors and
assigns, the Assignor's true and lawful attorney, 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 due  and to
become due  under or arising out of said  insurances, to endorse any checks or
other instruments or orders in connection therewith and to file  any claims or
to take any action or institute any proceedings which the Assignee may deem to
be  necessary  or  advisable in  the  premises;  provided,  however, that  the
Assignee  shall not  take any  action pursuant  to the  power granted  by this
paragraph unless an  Event of  Default under the  Credit Agreement shall  have
occurred and be continuing.   Such appointment of the Assignee as  attorney is
irrevocable and coupled with an interest. 

      The  Assignor hereby covenants and agrees to procure that notice of this
Assignment, in  the  form  of Annex  I  hereto, shall  be  duly given  to  all
underwriters  and  that  where the  consent  of  any  underwriter is  required
pursuant  to  any of  the insurances  assigned hereby,  such consent  shall be
obtained  and evidence thereof shall be given  to the Assignee, and that there
shall be duly endorsed upon all slips, cover notes, policies, certificates  of
entry  or other  instruments issued  or to  be issued  in connection  with the
insurances assigned hereby such clauses as to additional named assured or loss
payees  set forth in Annex I hereto.  In all cases, unless otherwise agreed in
writing by the  Assignee, such  slips, cover notes,  notices, certificates  of
entry or other instruments shall show the Assignee and the Banks as additional
named assured  and shall provide  that there will  be no recourse  against the
Assignee for payment of premiums, calls or assessments.

      The powers  and authority to the  Assignee herein have been  given for a
valuable consideration and are hereby declared to be irrevocable.

      The Assignor agrees  that at any time  and from time  to time, upon  the
written,  reasonable request of the  Assignee, the Assignor  will promptly and
duly execute and deliver any and all such further instruments and documents as
the  Assignee may reasonably  require in obtaining  the full  benefits of this
Assignment and of the rights and powers herein granted.

      The Assignor hereby  warrants and represents that it has not assigned or
pledged,  and hereby covenants that, without the prior written consent thereof
of  the Assignee,  so long as  this instrument  of assignment  shall remain in
effect, it will not assign or pledge the whole or any part of the right, title
and interest hereby assigned to anyone other than the Assignee, its successors
or assigns, and  it will not take  or omit to take  any action, the taking  or
omission of  which  might  result  in  an alteration  or  impairment  of  said
insurances or  this  Assignment, or  of  any of  the  rights created  by  said
insurances or this Assignment.

      All notices or other communications which are required to be made to the
Assignee hereunder shall be made by airmail postage prepaid letter, telefax or
by telex, confirmed by letter to:

                  Wilmington Trust Company
                  Rodney Square North
                  Wilmington, Delaware  19890
                  Attn:  Corporate Trust Division
                  Fax No.:  (302) 651-8882

                  With copies to:

                  Christiania Bank og Kreditkasse,
                  New York Branch
                  11 West 42nd Street
                  New York, New York 10036
                  Attn:  Hans Kjelsrud
                  Tel No.:  (212) 827-4814
                  Fax No.:  (212) 827-4888

                  Jennifer L. Janss, Esq.
                  Richard Layton & Finger
                  P.O. Box 551 
                  Wilmington, Delaware  19899

or at such  other address  as any such  party may designate  by notice to  the
others.

      Any  payments made pursuant  to the terms  hereof shall be  made to such
account  as may,  from  time  to  time,  be designated  by  the  Assignee  for
distribution in accordance with the Vessel Trust Indenture, the Mortgages, the
Credit Agreement and the other Credit Documents.

      THIS ASSIGNMENT SHALL  BE GOVERNED BY THE INTERNAL LAWS  OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO  PRINCIPLES OF CONFLICTS OF LAW.   THE ASSIGNOR
HEREBY  IRREVOCABLY  WAIVES ALL  RIGHTS  TO A  TRIAL  BY JURY  IN  ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING  TO THIS ASSIGNMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

      None  of the  terms and  conditions of  this Assignment may  be changed,
waived, modified  or varied in  any manner  whatsoever unless in  writing duly
signed by  the Assignor  and  the Assignee  (with the  consent  of either  the
Required Banks (as defined in the Credit Agreement) or, to the extent required
by Section 12.12 of the Credit Agreement, all of the Banks).

      In the event  that the  Insurance Collateral or  any portion thereof  is
sold in  connection  with a  sale  permitted by  Section  8.02 of  the  Credit
Agreement or is otherwise released at the direction of the  Required Banks (or
all  the  Banks,  to the  extent  required  by  Section  12.12 of  the  Credit
Agreement),  the Assignee,  at the request  and expense of  the Assignor, will
duly assign, transfer and  deliver to the Assignor (without recourse and with-
out  any representation  or warranty)  such of  the Insurance  Collateral (and
releases therefor) as is then  being (or has been) so sold or  released and as
may be in the possession of the Assignee and has not theretofore been released
pursuant to  this Assignment.    At any  time the  Assignor  desires that  the
Insurance  Collateral or  a portion  thereof be  released as provided  in this
paragraph, the Assignor shall deliver to  the Assignee a certificate signed by
an Authorized Officer  (as defined in the  Credit Agreement) stating that  the
release of the Insurance  Collateral or portion thereof is  permitted pursuant
to this paragraph.

      The  Assignor  hereby  authorizes  the  Assignee  to  execute  and  file
Financing  Statements  (Form UCC-1)  and  amendments  thereto  as provided  in
Article 9 of the Uniform Commercial Code.


      IN WITNESS WHEREOF, the Assignor has  caused this Assignment to be  duly
executed the 9th day of July, 1996.


                                    HRB RIG CORPORATION


                                    By: ________________________
                                        Title:


                                                               ANNEX I       
                                                                 to          
                                                       Assignment of Insurances


                                 NOTICE OF ASSIGNMENT

          HRB  Rig  Corporation  (the "Owner"),  the  owner  of the  United
    States flag  offshore drilling rig Harvey  H. Ward (the  "Rig"), HEREBY
    GIVES NOTICE  that by a Collateral  Assignment of Insurance  dated July
    9, 1996  and made  between the Owner  and Wilmington Trust  Company, as
    Trustee  (the  "Assignee") for  itself  and  certain other  Banks  (the
    "Assignee"), the  Owner assigned  to the  Assignee all  of the  Owner's
    right, title  and interest in and to all  insurances and the benefit of
    all insurances now or  hereafter taken out in respect of the Rig.  This
    Notice of Assignment  and the Loss Payable Clauses attached  hereto are
    to be  indorsed on  all policies and  certificates of entry  evidencing
    such insurance.


                                        HRB RIG CORPORATION



                                        By                        
                                           Title:


                           LOSS PAYABLE CLAUSES

                            Hull and War Risks


          Loss,  if any,  payable to Wilmington  Trust Company,  as Trustee
    for  the Banks, for  distribution by it  to said  Banks and to  HRB Rig
    Corporation,  Owner,  as  their  respective  interests  may  appear, or
    order,  except that, unless Underwriters have been otherwise instructed
    by  notice in  writing  from  the Trustee,  in  the  case of  any  loss
    involving  any  damage  to  the  Rig  or  liability  of  the  Rig,  the
    Underwriters may  pay directly  for the  repair, salvage, liability  or
    other charges involved or,  if the Owner of the Rig shall have repaired
    the damage and  paid the cost thereof,  or discharged the  liability or
    paid the  salvage or other charges,  then the Underwriters may  pay the
    Owner  as reimbursement  to the extent  the Owner has  paid the covered
    loss.

          In  the event  of  an actual  or  constructive  total loss  or  a
    compromised  or arranged  total  loss  or  requisition  of  title,  all
    insurance  payment  therefor   shall  be  paid  to  the   Trustee,  for
    distribution by it in accordance with the terms of  the first preferred
    United States mortgage relating to the Rig.


                             PROTECTION AND INDEMNITY

         Loss, if  any, payable  to Wilmington  Trust Company, as  Trustee
   for  the Banks  for distribution  by  it to  the Banks  and to  HRB Rig
   Corporation,  Owner,  as  their  respective  interests  may  appear, or
   order, except that, unless and  until Underwriters have been  otherwise
   instructed by notice in  writing from the Trustee, any loss may be paid
   directly to the  person to whom the liability covered by this insurance
   has been  incurred, or to the Owner of the Rig  to reimburse it for any
   loss, damage or expenses incurred by it  and covered by this insurance,
   provided that  in respect  of any  claim in  excess of $1,000,000,  the
   Underwriters  shall  have first  received  evidence that  the liability
   insured against has been discharged.