EXHIBIT 10.109

                            ASSIGNMENT OF INSURANCES

                                  D.R. STEWART

  Reading  & Bates  Exploration  Co., an  Oklahoma  corporation (hereinafter
  called  the "Assignor"), the  owner of the United  States registered semi-
  submersible drilling unit D.R.  STEWART (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 Christiania Bank og
  Kreditkasse, a Norwegian banking corporation, acting through its New  York
  Branch, as agent for  the Lenders (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
  indebtedness of  the Assignor to  the Lenders  now  or hereafter existing,
  all  right, title and  interest of the Assignor  under, in and  to (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  Credit Facility Agreement
  dated as  of November 16,  1995 (the "Credit Agreement") by  and among (i)
  the Assignor  and  Reading &  Bates  Drilling Co.,  as joint  and  several
  borrowers,  (ii)  Reading &  Bates  Corporation, as  guarantor, (iii)  the
  Lenders (as defined therein) and (iv) the Assignee. 

        The  Assignor hereby  constitutes the  Assignee, 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.  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 1 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,  that  it 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 named
  assured or loss payees as the Assignee  may require or approve  including,
  but not  limited to, those clauses  set forth in  Annex 1 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 as 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
  hereunder  shall be made by airmail postage prepaid  letter, telefax or by
  telex, confirmed by letter as follows:


        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


                    With a copy to:

                    Watson, Farley & Williams
                    380 Madison Avenue
                    New York, New York 10017
                    Attn:  John S. Osborne, Jr., Esq.
                    Telefacsimile No:  (212) 922-1512

        If to the Assignor:

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

  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 Credit Agreement.

        This  Assignment shall be governed by the internal laws of the State
  of New York, with reference to principles of conflicts of law, and may not
  be amended or changed except by an instrument in writing.

        Upon the occurrence and continuance of an Event of Default under the
  Credit Agreement,  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 28th day of November, 1995.

                                            READING & BATES EXPLORATION CO.


                                            By:                             
                                                Its:

                                                            Annex 1         
                                                               to            
                                                     Assignment of Insurances


                              NOTICE OF ASSIGNMENT

        Reading  & Bates  Exploration Co.  (the "Owner"),  the owner  of the
  United  States  flag  semi-submersible  drilling  unit  D.R. STEWART  (the
  "Rig"), HEREBY GIVES NOTICE that by an  Assignment dated November __, 1995
  and made  between the  Owner and Christiania Bank  og Kreditkasse,  acting
  through its New York Branch, as agent for itself and certain other Lenders
  (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
  endorsed on  all  policies  and  certificates  of  entry  evidencing  such
  insurance.

                                            READING & BATES EXPLORATION CO.


                                            By __________________________
                                               Its:

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                              LOSS PAYABLE CLAUSES

                               Hull and War Risks

        Loss, if  any, payable  to Christiania Bank  og Kreditkasse,  acting
  through  its New  York  Branch,  as Agent  for  itself and  certain  other
  Lenders, for distribution by it  to itself, to said Lenders and to Reading
  & Bates Exploration Co., Owner, as their respective interests may  appear,
  or order, except that, unless Underwriters have been  otherwise instructed
  by notice in writing from the Agent, 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  first fully repaired the  damage and
  paid the  cost thereof,  or discharged  the liability or paid  all of  the
  salvage  or other  charges, then  the Underwriters  may pay  the  Owner as
  reimbursement therefor, provided, however,  that if such damage involves a
  loss in excess of U.S.$1,000,000 or its equivalent, then the  Underwriters
  shall  not make such  payment without first obtaining  the written consent
  thereto of the Agent.

        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 Agent, for distribution  by it in
  accordance  with the terms  of the first preferred  United States mortgage
  relating to the Rig.

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                           PROTECTION AND INDEMNITY

        Loss, if  any, payable  to Christiania  Bank og  Kreditkasse, acting
  through  its New York Branch, as  Agent for itself and  other Lenders, for
  distribution  by it  to itself  and to  Reading &  Bates  Exploration Co.,
  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 Agent,  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 the Underwriters shall
  have first received  evidence that the liability insured against  has been
  discharged or will be discharged upon such payment.