Exhibit 10.102 


                        SUBSIDIARY ASSUMPTION AGREEMENT


            SUBSIDIARY  ASSUMPTION AGREEMENT (this  "Agreement"), dated  as of
July 9,  1996, made by  RB DRILLING CO.,  an Oklahoma corporation  and HRB Rig
CORPORATION, an Oklahoma corporation (each a "New Subsidiary" and together the
"New Subsidiaries").  Unless otherwise defined herein, capitalized terms  used
herein and defined  in the Credit Agreement referred to  below are used herein
as so defined.


                             W I T N E S S E T H :


            WHEREAS, READING & BATES  CORPORATION, a Delaware corporation (the
"Holdings"),  READING &  BATES  DRILLING  CO.,  an Oklahoma  corporation  (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (each, a "Bank" and, collectively,  the "Banks"), CREDIT LYONNAIS NEW
YORK  BRANCH,  as   Co-Agent  (the  "Co-Agent"),   and  CHRISTIANIA  BANK   OG
KREDITKASSE, NEW  YORK BRANCH, as Agent  for the Banks (in  such capacity, the
"Agent") are parties to  a Credit Agreement,  dated as of  April 30, 1996  (as
amended, modified or supplemented from time to time, the "Credit Agreement");

            WHEREAS,  in  connection  with   the  Credit  Agreement,   various
Subsidiaries of the Borrower have entered into a Subsidiary Guaranty, dated as
of  April 30,  1996 and  (as in  effect  on the  date hereof,  the "Subsidiary
Guaranty");

            WHEREAS, in connection with the Credit Agreement, the Borrower and
various of its Subsidiaries have entered into an Amended and Restated Security
Agreement,  dated as of April  30, 1996 (as in effect  on the date hereof, the
"Security  Agreement"   and,  together  with  the   Subsidiary  Guaranty,  the
"Documents"); and

            WHEREAS, each New Subsidiary  desires to execute and deliver  this
Agreement in order to become a party to each of the Documents;


            NOW, THEREFORE, IT IS AGREED:

            1.    Subsidiary  Guaranty.   By  executing  and  delivering  this
Agreement, the each New  Subsidiary hereby becomes  a party to the  Subsidiary
Guaranty as a  "Guarantor" thereunder,  and hereby expressly  and jointly  and
severally assumes all obligations and liabilities of a "Guarantor" thereunder,
subject to the limitations set forth therein.

            2.    Security  Agreement.    By  executing  and  delivering  this
Agreement, the each New Subsidiary hereby  (i) becomes a party to the Security
Agreement as  an "Assignor" thereunder, (ii) expressly assumes all obligations
and liabilities of an  "Assignor" thereunder and (iii)  pledges and grants  to
the  Collateral Agent,  for the  benefit of  Secured Creditors,  as collateral
security for the prompt payment in  full when due (whether at stated maturity,
by acceleration  or otherwise) of the Obligations  (as defined in the Security
Agreement),  a security  interest in, to  and for  the benefit  of the Secured
Creditors all of its right, title and interest in, to and under the Collateral
(as defined in the Security Agreement).  Each New Subsidiary hereby makes each
of the representations and  warranties contained in the Security  Agreement on
the date hereof, after giving effect to this Agreement.

            3.  Financing  Statements.  By   executing  and  delivering   this
Agreement, the each New Subsidiary hereby agrees to execute and deliver to the
Collateral  Agent  such  financing  statements,  in  form  acceptable  to  the
Collateral  Agent, as the Collateral Agent may  request or as are necessary or
desirable in the  opinion of the Collateral Agent to  establish and maintain a
valid,  enforceable,  first  priority   perfected  security  interest  in  the
Collateral   (as  defined  in  the  Security  Agreement)  owned  by  each  New
Subsidiary.

            4.   Counterparts.  This Agreement may  be signed in any number of
counterparts, each of which shall be an  original, with the same effect as  if
the signatures thereto and hereto were upon the same instrument.

            5.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE WITH  THE LAWS OF THE STATE OF NEW YORK.

            IN  WITNESS WHEREOF, the undersigned has  caused this Agreement to
be duly executed and delivered as of the date first above written.

                                            RB DRILLING CO.

                                            By______________________________
                                                Title:

                                            HRB RIG CORPORATION

                                            By_____________________________
                                                Title: