Exhibit 10.90

                            ASSIGNMENT OF INSURANCE

        1.  READING  & BATES OFFSHORE, LIMITED, a corporation  organized and
  existing  under the laws  of the  State of  Oklahoma (the  "Assignor"), in
  consideration of One Dollar (USD 1.00) lawful  money of the United  States
  of America,  and other  good and valuable consideration,  the receipt  and
  sufficiency  of  which  are hereby  acknowledged,  pursuant  to  the  Loan
  Agreement dated  as of May  25, 1995 (the "Loan  Agreement") among (i) the
  Assignor, as Borrower, (ii) READING  & BATES CORPORATION, as Guarantor and
  (iii)  THE CIT  GROUP/EQUIPMENT FINANCING,  INC. ("the  Assignee")  and as
  owner  of the United States flag drilling rig,  F. G. McCLINTOCK, Official
  No. 562059, and prospective owner  of the U.S. flag drilling rig GEORGE H.
  GALLOWAY,  Official  No.  651646  (the  "Vessels"),  has  sold,  assigned,
  transferred  and set  over  and  by this  instrument, does  sell,  assign,
  transfer  and  set  over  unto  the  Assignee,  and  unto  the  Assignee's
  successors and assigns, to it and its successors'  and assigns' own proper
  use and benefit, all right, title and  interest of the Assignor under,  in
  and to  (i) all  policies  and contracts  of insurance  (which  expression
  includes  all  entries  of   the  Vessels  in  Protection   and  Indemnity
  Associations or War  Risk Associations) in respect of the  Vessels whether
  now or hereafter  to be effected, and all  renewals of or replacements for
  the  same,  (ii) when  the  context  so admits,  any  reinsurance  of such
  insurances,  (iii) all  claims, returns  of premium  and other  monies and
  claims  for monies  due and  to  become due  under  said insurances  or in
  respect of said insurances, (iv) all other rights of the Assignor under or
  in  respect  of  said insurances,  and  (v) any  proceeds  of  any of  the
  foregoing.  

        2.   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 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 may
  have  been assigned to it or to  which it may be entitled hereunder at any
  time or times.  

        3.  The Assignor does hereby constitute the Assignee, its successors
  and assigns, the  Assignor's true and lawful  attorney, irrevocably,  with
  full  power  (in  the  name of  the  Assignor  or otherwise),  during  the
  continuation of  an Event  of Default, to ask,  require, demand,  receive,
  compound and give acquittance for any and all monies and claims for monies
  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.

        4.   The Assignor  hereby covenants and agrees  (A) to procure  that
  notice of this  Assignment shall  be duly  given to  all underwriters  and
  brokers,  (B) 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, or, in  the
  alternative,  that in the  case of protection and  indemnity coverage, the
  Assignor shall  obtain a  letter of undertaking by  the underwriters  duly 
  noting  the interest  of the  Assignee, and  (C) 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 loss  payees  as  the Assignee  may
  reasonably  require or approve.  In all cases,  unless otherwise agreed in
  writing by the Assignee, such slips, cover notes, notices, certificates of
  entry or other  instruments shall provide that  there will be no  recourse
  against the Assignee for payment of premiums, calls or assessments.

        5.  The Assignor agrees that at any time and from time to time, upon
  the written  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 deem  desirable in obtaining  the full  benefits of this
  Assignment and of the rights and powers herein granted.  

        6.  The Assignor does hereby warrant  and represent that it has  not
  assigned or pledged, and hereby covenants that, without the prior  written
  consent thereto  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, of  this Assignment  or of  any of the
  rights created by said insurances or this Assignment.  

        7.  This Assignment shall take effect immediately upon the execution
  hereof  and  the  powers  and  authorities granted  to  the  Assignee, its
  successors   and  assigns,   herein,  having   been  given   for  valuable
  consideration, are hereby declared to be irrevocable. 

        8.  The Assignor  agrees that the  Assignee is hereby appointed  its
  attorney-in-fact and  may execute  on the Assignor's behalf  and file  any
  financing  statements under  the Uniform  Commercial  Code,  or papers  of
  similar  purpose  or  effect  in  respect of  this  Assignment,  which the
  Assignee deems appropriate.

        9.   All notices or  other communications  which are required  to be
  made to the  Assignee hereunder shall be made by  telecopier transmission,
  confirmed by postage prepaid letter to:

        if to the Assignor, to:

              901 Threadneedle
              Houston, Texas 77079

              Attention:  Chief Financial Officer
              Telecopier:  (713) 496-0285

        if to the Assignee, to:

              The CIT GROUP/EQUIPMENT
                FINANCING, INC.
              1211 Avenue of the Americas
              New York, New York  10036

              Attention:  (a) Senior Vice President-Credit
              Telecopier:  (212) 536-1385

              Attention:  (b)  Legal Department
              Telecopier:  (212) 536-1388

  or  at such other  address as  may have  been furnished in writing  by the
  Assignee.  Any  consents, waivers, approvals or  other actions to be given 
  or  taken by the Assignee hereunder  shall be effective if  contained in a
  writing signed  by the  Assignee or  such other  person or  persons as the
  Assignee may from time  to time appoint, and forwarded to the  Assignor at
  its address as provided herein.

        10.  Any payments made pursuant to the terms hereof shall be payable
  to the Assignee to such account or accounts as  may, from time to time, be
  designated by the Assignee.

        11.  Upon payment in full  to Assignee of all amounts due and  owing
  thereto under each of the Loan Documents, this Assignment shall terminate.

        12.   This Assignment  (including, but not limited  to, the validity
  and  enforceability  hereof)  shall  be  governed   by  and  construed  in
  accordance with the laws of the  State of New York, other than conflict of
  laws rules  thereof, and  shall not  be amended  or altered  nor shall any
  provision hereto  be waived except  by an  amendment or waiver in  writing
  signed by the Assignee. 

        13.  Capitalized terms used herein and not otherwise herein  defined
  shall have the meaning given to them in the Loan Agreement.

        IN  WITNESS WHEREOF,  the Assignor  has  caused  this Assignment  of
  Insurance respecting the Vessels to be duly executed this 25th day of May,
  1995.

                                      READING & BATES OFFSHORE, LIMITED


                                      By:   _____________________________
                                            Name: T. W. Nagle
                                            Title: Vice President and
                                                    Treasurer 


                              NOTICE OF ASSIGNMENT

                                  OF INSURANCE

        PLEASE TAKE  NOTICE that  the undersigned, owner  of the   U.S. flag
  vessel  F.G. McCLINTOCK,  Official  No.  562059 has  assigned to  THE  CIT
  GROUP/EQUIPMENT FINANCING, INC.  as mortgagee  under a certain  U.S. First
  Preferred Fleet Mortgage  dated the date hereof covering said  Vessel, all
  of  the undersigned's  right, title  and interest  in and  to any  and all
  insurances respecting said Vessel.

  Dated:  May    , 1995

                                READING & BATES OFFSHORE, LIMITED

                                By:   _______________________________
                                      Name: T. W. Nagle
                                      Title: Vice President and
                                              Treasurer