Exhibit 10.133
 
                               PLEDGE AGREEMENT


            PLEDGE  AGREEMENT,  dated as  of  November 13,  1996  (as amended,
modified or  supplemented from  time to time,  this "Agreement"), made  by the
undersigned  pledgor  (the  "Pledgor"),  in  favor  of   CHRISTIANIA  BANK  OG
KREDITKASSE, NEW YORK  BRANCH, as  Collateral Agent (the  "Pledgee"), for  the
benefit of  the Creditors (as  defined below).   Except  as otherwise  defined
herein, terms  used herein  and defined in  the Credit  Agreement (as  defined
below) shall be used herein as therein defined.


                             W I T N E S S E T H :


            WHEREAS,  Reading &  Bates Drilling  Corporation, Reading  & Bates
Drilling  Co. (the  "Borrower"), various  financial institutions from  time to
time party thereto (the "Banks"), Banque Indosuez and Credit Lyonnais New York
Branch, as Documentation Agents  (the "Documentation Agents"), and Christiania
Bank  og Kreditkasse  as  Administrative Agent  (together  with any  successor
agent,  the  "Administrative  Agent," and  together  with  the  Banks and  the
Documentation Agents, the  "Creditors"), have entered into a Credit Agreement,
dated as of November 13, 1996  (as amended, modified or supplemented from time
to time,  the "Credit Agreement"), providing  for the making of  Loans and the
issuance of, and participation in, Letters of Credit as contemplated therein;

            WHEREAS,  the Pledgor  is a  Guarantor of  the obligations  of the
Borrower under the Credit Agreement;

            WHEREAS, it  is a condition  precedent to the making  of Loans and
issuances  of Letters of  Credit under the  Credit Agreement that  the Pledgor
shall have executed and delivered to the Pledgee this Agreement;

            WHEREAS, the Pledgor desires to execute this Agreement to  satisfy
the conditions described in the preceding paragraph; and


            NOW,  THEREFORE, in consideration of the  benefits accruing to the
Pledgor, the receipt  and sufficiency  of which are  hereby acknowledged,  the
Pledgor  hereby  makes the  following  representations and  warranties  to the
Pledgee and hereby covenants and agrees with the Pledgee as follows:

            1.   SECURITY  FOR OBLIGATIONS.   This  Agreement  is made  by the
Pledgor for the benefit of the Creditors to secure:

           (i)  the Pledgor's guaranty of the full and prompt payment when due
      (whether  at the stated maturity,  by acceleration or  otherwise) of all
      obligations and liabilities of  the Borrower, now existing or  hereafter
      incurred under, arising out of or in connection with any Credit Document
      to which the Borrower is a party and the due  performance and compliance
      by the Pledgor and the Borrower with the terms of each Credit Document;

          (ii)  any and all sums advanced by the Pledgee in order  to preserve
      the  Collateral  (as  hereinafter  defined)  or  preserve  its  security
      interest in the *Collateral;

         (iii)  in   the  event  of  any  proceeding  for  the  collection  or
      enforcement of any indebtedness, obligations, or liabilities referred to
      in  clauses (i)  and (ii) above,  after an  Event of  Default shall have
      occurred  and  be  continuing,  the  reasonable  expenses  of  retaking,
      holding,  preparing for sale or lease, selling or otherwise disposing or
      realizing on  the Collateral, or of  any exercise by the  Pledgee of its
      rights  hereunder, together  with reasonable  attorneys' fees  and court
      costs; and

          (iv)  all amounts paid by any Creditor as to which such Creditor has
      the right to reimbursement under Section 10 of this Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses  (i)
through   (iv)  of  this  Section  1  being  herein  collectively  called  the
"Obligations."   The  maximum  amount  secured  under  this  Agreement  is  US
$300,000,000, plus any accrued and unpaid interest, fees and expenses.

            2.  DEFINITION OF SHARES.  As used herein the  term "Shares" shall
mean all of  the issued and  outstanding shares of  capital stock at  any time
owned by the Pledgor  of Arcade Drilling, AS, a company  formed under the laws
of Norway (the  "Pledged Company").  The Pledgor represents  and warrants that
on the date hereof such shares  constitute 74.4% of the issued and outstanding
capital stock of the Pledged Company.

            3.  PLEDGE OF THE VPS ACCOUNT.

            3.1.  Pledge.  To secure the Obligations and for the purposes  set
forth in Section 1 hereof, the Pledgor hereby pledges to and deposits with the
Pledgee all  of the Shares of the Pledged Company  which are registered in the
Pledgor's VPS account number  05201.0184837 (the "VPS Account"),  and delivers
to  the Pledgee a duly  executed mortgage deed in the  form of Annex A hereto.
The  Pledgor represents  and  warrants that  on the  date  hereof, the  Shares
registered in the  VPS Account constitute  65% of  the issued and  outstanding
capital stock of the Pledged Company.

            3.2.  Subsequently Acquired Shares.   If the Pledgor shall acquire
(by  purchase, stock  dividend  or otherwise)  any  additional shares  of  the
Pledged  Company at  any  time or  from  time to  time after  the  date hereof
("Additional  Shares"), the Pledgor will  forthwith pledge to  the Pledgee and
deposit into the VPS Account as many of such Additional Shares as is necessary
to maintain the number  of Shares in the VPS  Account at not less than  65% of
the total capital shares  of the Pledged Company, and will promptly thereafter
deliver to the Pledgee a certificate executed by any Authorized Officer of the
Pledgor  describing such Additional Shares  and certifying that  the same have
been duly pledged and deposited with the Pledgee hereunder.

            3.3.  Definition  of Pledged Shares and Collateral.  All Shares at
any time  pledged or required to  be pledged hereunder are  hereinafter called
the  "Pledged Shares," which together with all proceeds thereof, including any
securities and moneys  received and at the time held  by the Pledgee hereunder
and all Dividends and Distributions  on or with respect to any  Pledged Shares
is hereinafter called the "Collateral".  As used herein the term (i) Dividends
shall  mean  all  stock  dividends,  liquidating  dividends,  shares of  stock
resulting from  stock splits,  reclassifications, warrants,  options, non-cash
dividends and  other  distributions  (whether similar  or  dissimilar  to  the
foregoing) on or with respect to any Pledged Shares or other shares of capital
stock constituting  Collateral,  but shall  not  mean Distributions  and  (ii)
Distributions  shall mean  all  cash  dividends  and cash  distributions  with
respect to any Pledged Shares.

            4.   VOTING, ETC., WHILE NO NOTICED  EVENT OF DEFAULT.  Unless and
until a  Noticed Event of Default  shall have occurred and  be continuing, the
Pledgor shall  be entitled to exercise any and all voting and other consensual
rights  pertaining to the Pledged Shares and  to give all consents, waivers or
ratifications in respect thereof; provided, that  no vote shall be cast or any
consent, waiver or ratification given or any action  taken which would violate
or be inconsistent with any of the terms of this Agreement or any other Credit
Document, or which would  have the effect of impairing  the rights, priorities
or remedies of the  Pledgee or any other Creditor under  this Agreement or any
other Credit  Document.  All such  rights of the  Pledgor to vote and  to give
consents, waivers and  ratifications shall cease  in case  a Noticed Event  of
Default  shall occur  and  be continuing,  and Section  6 hereof  shall become
applicable.  As used  herein, a "Noticed Event of  Default" shall mean (i)  an
Event of Default with respect to any Borrower under Section 9.05 of the Credit
Agreement and (ii) any other Event of Default in respect  of which the Pledgee
has given the Pledgor notice that such Event of Default constitutes a "Noticed
Event of Default".  Immediately following the occurrence of a Noticed Event of
Default,  the  Pledgor shall  give the  Pledgee a  signed  and dated  power of
attorney  granting the Pledgee the right to  vote all of the Pledged Shares in
respect of each and every future shareholders meeting.

            5.  DIVIDENDS AND OTHER DISTRIBUTIONS.   Unless a Noticed Event of
Default  shall have occurred and be  continuing, all cash dividends payable in
respect of the Pledged Shares shall be paid to the Pledgor.  The Pledgee shall
also  be  entitled to  receive directly  or  by way  of  deposit into  the VPS
Account, and to retain as part of the Collateral:

           (i)  all  other or additional stock or other securities or property
      (other than cash) paid or distributed by way of dividend or otherwise in
      respect of the Pledged Shares; and

          (ii)  all other or additional stock or other securities or  property
      (including cash) paid or distributed in respect of the Pledged Shares by
      way of stock-split, spin-off, split-up, reclassification, combination of
      shares or similar rearrangement.

            6.   REMEDIES  IN CASE  OF NOTICED  EVENT OF DEFAULT.   In  case a
Noticed Event of Default  shall have occurred  and be continuing, the  Pledgee
shall be entitled to exercise all of the rights, powers  and remedies (whether
vested in it by this Agreement or by any other Credit Document or by  law) for
the protection and enforcement of its rights in respect of the Collateral, and
the Pledgee shall be  entitled, without limitation, to exercise  the following
rights, which the Pledgor hereby agrees to be commercially reasonable:

           (i)  to receive  all amounts payable in  respect of  the Collateral
      payable to the Pledgor under Section 5 hereof;

          (ii)  to sell all or part of  the Pledged Shares through  a licensed
      securities  firm in  accordance  with the  Norwegian Enforcement  Act of
      1992;

         (iii)  to transfer  all or  any part of  the Pledged  Shares into the
      Pledgee's name  or  the name  of its  nominee or  nominees (the  Pledgee
      agrees  to promptly  notify the Pledgor  after such  transfer; provided,
      however, that  the failure  to give  such  notice shall  not affect  the
      validity of such transfer);

          (iv)   to vote all or any part of the Pledged Shares 

            7.  REMEDIES,  ETC., CUMULATIVE.  Each right,  power and remedy of
the Pledgee provided for in this Agreement or any other Credit Document now or
hereafter existing at law or in equity  or by statute shall be cumulative  and
concurrent and  shall be  in  addition to  every other  such  right, power  or
remedy.  The exercise or beginning of the exercise by the Pledgee or any other
Creditor of any one or more of the rights, powers or  remedies provided for in
this Agreement  or any other Credit  Document or now or  hereafter existing at
law  or  in  equity  or  by  statute  or  otherwise  shall  not  preclude  the
simultaneous  or later exercise  by the Pledgee  or any other  Creditor of all
such other rights, powers or remedies, and no failure or delay on the  part of
the Pledgee or any other Creditor to exercise any such right,  power or remedy
shall operate  as a waiver thereof.   The Creditors agree  that this Agreement
may be enforced only by the action of the Collateral Agent  or the Pledgee, in
each case acting upon the instructions of the Required Banks and that no other
Creditor shall  have any right individually  to seek to enforce  or to enforce
this Agreement or to realize upon the security to be  granted hereby, it being
understood and  agreed that such rights  and remedies may be  exercised by the
Collateral  Agent for  the benefit  of the  Creditors upon  the terms  of this
Agreement.

            8.  APPLICATION OF  PROCEEDS.  (a)   All moneys  collected by  the
Pledgee upon any sale or  other disposition of the Collateral pursuant  to the
terms  of this  Agreement,  together with  all  other moneys  received  by the
Pledgeehereunder, shallbe appliedinthe mannerprovided inthe SecurityAgreement.

            (b)  It  is understood and  agreed that  the Pledgor shall  remain
liable to the extent of  any deficiency between the amount of the  proceeds of
the Collateral hereunder and  the aggregate amount  of the Obligations of  the
Pledgor.

            9.   PURCHASERS OF COLLATERAL.  Upon any sale of the Collateral by
the Pledgee hereunder (whether by virtue of the power of  sale herein granted,
pursuant to judicial process or otherwise),  the receipt of the Pledgee or the
officer making  the sale shall be  a sufficient discharge to  the purchaser or
purchasers of the Collateral so sold,  and such purchaser or purchasers  shall
not be  obligated to see to the application of  any part of the purchase money
paid over to the Pledgee or such officer  or be answerable in any way for  the
misapplication or nonapplication thereof.

            10.   INDEMNITY.  (a)  The Pledgor agrees  to indemnify, reimburse
and  hold the Collateral Agent,  each Creditor and  its respective successors,
assigns,  employees,  agents and  servants  (hereinafter  in this  Section  10
referred to  individually as "Indemnitee," and  collectively as "Indemnitees")
harmless as set forth in Section 12.01 of the Credit Agreement.

            (b)   Without limiting the application  of Section 10, the Pledgor
agrees to pay, or reimburse the Collateral Agent for (if  the Collateral Agent
shall have incurred  fees, costs or  expenses because  the Pledgor shall  have
failed  to comply  with  its obligations  under this  Agreement or  any Credit
Document) any and all reasonable fees, costs and expenses of  whatever kind or
nature incurred in connection with the creation, preservation or protection of
the Collateral Agent's  Liens on,  and security interest  in, the  Collateral,
including,  without limitation,  all reasonable fees  and taxes  in connection
with the recording or filing  of instruments and documents in public  offices,
payment  or  discharge of  any  taxes  or  Liens upon  or  in  respect of  the
Collateral,  premiums for  insurance with  respect to  the Collateral  and all
other  reasonable fees,  costs  and expenses  in  connection with  protecting,
maintaining or preserving  the Collateral and the Collateral  Agent's interest
therein, whether through judicial proceedings or otherwise, or in defending or
prosecuting any  actions, suits or  proceedings arising out of  or relating to
the Collateral.

            (c)   Without limiting  the application  of Section 10(a)  or (b),
the Pledgor  agrees to pay, indemnify  and hold each Indemnitee  harmless from
and  against any loss,  costs, damages and expenses  which such Indemnitee may
suffer, expend or  incur in consequence of or growing  out of any misrepresen-
tation by the Pledgor in this  Agreement or in any writing contemplated  by or
made or delivered pursuant to or in connection with this Agreement.

            (d)   If and to  the extent  that the obligations  of the  Pledgor
under this Section  11 are unenforceable  for any reason,  the Pledgor  hereby
agrees to  make the maximum  contribution to the  payment and satisfaction  of
such obligations which is permissible under applicable law.

            (e)   Any  amounts  paid  by  any  Indemnitee  as  to  which  such
Indemnitee has the right to reimbursement shall constitute Obligations secured
by the Collateral.  The indemnity obligations of the Pledgor contained in this
Section 10  shall continue in full  force and effect  notwithstanding the full
payment of all the  Notes issued under the Credit Agreement and the payment of
all other Obligations and notwithstanding the discharge thereof.

            11.   THE PLEDGEE AS COLLATERAL  AGENT.  The Pledgee  will hold in
accordance with  this  Agreement  all items  of  the Collateral  at  any  time
received under this Agreement.  It is expressly understood and agreed that the
obligations of the  Pledgee as holder of the Collateral  and interests therein
and  with respect  to  the  disposition  thereof,  and  otherwise  under  this
Agreement, are only those expressly set forth in this Agreement.   The Pledgee
shall  act hereunder  on the  terms  and conditions  set forth  herein and  in
Section 11 of the Credit Agreement.

            12.   REPRESENTATIONS, WARRANTIES AND  COVENANTS OF PLEDGOR.   The
Pledgor  represents, warrants and  covenants that (i) it  is the legal, record
and  beneficial owner  of, and has  good and  marketable title  to, all Shares
pledged by it hereunder; (ii) no  consent of any other party (including, with-
out  limitation, any  stockholder or  creditor of  the Pledgor  or any  of its
Subsidiaries (including the Pledged Company)) and no consent, license, permit,
approval   or  authorization  of,  exemption  by,  notice  or  report  to,  or
registration,  filing  or  declaration  with, any  governmental  authority  is
required  to be  obtained by  the  Pledgor in  connection with  the execution,
delivery or  performance of this Agreement, or in connection with the exercise
of its rights and remedies pursuant to this Agreement, except those which have
been obtained or  made or as may be  required by laws affecting the  offer and
sale of securities generally in connection with the exercise by the Pledgee of
certain of its remedies hereunder and (iii) all the Shares have been  duly and
validly issued, are fully  paid and nonassessable.  The  Pledgor covenants and
agrees that it will defend the Pledgee's right, title and security interest in
and to the Shares  and the proceeds thereof against the claims  and demands of
all persons whomsoever; and the Pledgor covenants and agrees that it will have
like title to  and right to  pledge any other  property at any time  hereafter
pledged to the Pledgee  as Collateral hereunder  and will likewise defend  the
right  thereto and  security interest  therein of  the  Pledgee and  the other
Creditors.

            13.  TERMINATION,  RELEASE.  (a)  After  the Termination Date  (as
defined below), this Agreement shall terminate (provided that  all indemnities
set forth herein  including, without  limitation, in Section  10 hereof  shall
survive any such termination) and  the Pledgee, at the request and  expense of
the  Pledgor, will  promptly  execute  and deliver  to  the  Pledgor a  proper
instrument or  instruments acknowledging  the satisfaction and  termination of
this  Agreement, and  will duly assign,  transfer and  deliver to  the Pledgor
(without  recourse and  without any  representation or  warranty) such  of the
Collateral  as  may  be in  the  possession  of  the Pledgee  and  as  has not
theretofore  been sold  or  otherwise applied  or  released pursuant  to  this
Agreement.  As used in this Agreement, "Termination Date" shall  mean the date
upon which  the Total  Commitment has  been terminated, no  Note or  Letter of
Credit is outstanding and all other Obligations then due and payable have been
paid in full.

            (b)   In the  event that  any part  of the  Collateral 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 if
required  by Section  12.12  of the  Credit  Agreement), the  Pledgee,  at the
request  and expense of the Pledgor will  duly assign, transfer and deliver to
the Pledgor (without recourse and without any representation or warranty) such
of the Collateral as  is then being (or has  been) so sold or released  and as
may  be in  possession of the  Pledgee and  has not  theretofore been released
pursuant to this Agreement.

            (c)   At  any time  that the  Pledgor desires  that  Collateral be
released as provided  in the foregoing Section 13(a) or  (b), it shall deliver
to the  Pledgee a certificate signed  by an Authorized Officer  of the Pledgor
stating that the  release of the  Collateral is permitted pursuant  to Section
13(a) or (b).

            14.  NOTICES, ETC.  All notices and other communications hereunder
shall be in  writing and shall  be delivered  or mailed by  first class  mail,
postage prepaid, addressed:

            (a)   if to  the Pledgor,  at its address  set forth  opposite its
      signature below;

            (b)  if to the Pledgee, at:

                  Christiania Bank og Kreditkasse
                    New York Branch
                  11 West 42nd St.
                  New York, New York  10036
                  Attention: Hans Chr. Kjelsrud

            (c)  if to any  Bank (other than the Pledgee), at  such address as
      such Bank shall have specified in the Credit Agreement;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

            15.  WAIVER; AMENDMENT.  None  of the terms and conditions of this
Agreement may be changed,  waived, modified or varied in any manner whatsoever
unless in writing duly signed by the Pledgor and the Pledgee (with the written
consent  of the Required Banks (or all the  Banks if required by Section 12.12
of the Credit Agreement)).

            16.   MISCELLANEOUS.   This  Agreement shall  be binding  upon the
successors and assigns of the Pledgor and shall inure to the benefit of and be
enforceable by the  Pledgee and its  successors and  assigns.  THIS  AGREEMENT
SHALL TO THE  EXTENT POSSIBLE BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY
THE LAW OF  THE STATE OF NEW  YORK, though the enforcement  hereof and certain
remedies available hereunder may be  governed by Norwegian law.   The headings
in this Agreement are  for purposes of reference  only and shall not limit  or
define the meaning hereof.   This Agreement may be  executed in any number  of
counterparts,  each of  which shall  be an  original, but  all of  which shall
constitute one instrument.


            IN WITNESS WHEREOF, the  Pledgor and the Pledgee have  caused this
Agreement to be executed by their  duly elected officers duly authorized as of
the date first above written.



   Address:
   901 Threadneedle
   Houston, Texas  77079
   Telephone No.: (713) 492-5000
   Telecopier No.:(713) 492-0285


   READING & BATES CORPORATION


   By_________________________
     Title:          
   
                                             CHRISTIANIA BANK OG KREDITKASSE,
                                             NEW YORK BRANCH
                                               as Pledgee


                                             By____________________________
                                                Title:


                                             By____________________________
                                                 Title:


                                                                 ANNEX A      
                                                                   to        
                                                            PLEDGE AGREEMENT


                         FORM OF MORTGAGE DEED