Exhibit 10.167


                           ASSIGNMENT OF INSURANCES

            This  ASSIGNMENT OF INSURANCES  (this  Assignment ) is  made as of
December 14,  1996,  by TRB  HOLDING  CORPORATION,  a  Delaware    corporation
( TRBH ) and  READING &  BATES (U.K.) LIMITED  ( RB (U.K.)  and  together with
TRBH,  Assignor ) in favor of  NISSHO IWAI EUROPE PLC, an  English corporation
( Lender ).

                                   RECITALS:

1.    TRBH  is the sole  owner of the  whole of  that certain vessel  known as
       Seillean  of  50,928  gross registered  tons,  Call Letters  3FPF6  and
      Registration  No. 25519-PEXT, and with the home port of Panama City, the
      Republic of Panama (the  Vessel ).

2.    Assignor  and  Lender  entered  into  the  Loan  Agreement  (the    Loan
      Agreement )  dated as of December 14, 1996 whereby Lender agreed to lend
      Assignor certain  sums to be  secured by  the Vessel and  all rights  of
      Assignor with respect  thereto.   Unless otherwise  defined herein,  all
      capitalized terms used herein  have the meanings assigned to  such terms
      in the Loan Agreement.

3.    TRBH executed and delivered  to Lender its Promissory Note  (the  Note )
      dated  December 14,  1996,  in  the original  principal  amount  of U.S.
      $38,000,000  payable with  interest to  the order  of Lender  in monthly
      installments commencing on February 15, 1997.

4.    TRBH has executed  and delivered to the Lender the  First Preferred Ship
      Mortgage   (the   Mortgage )  of  even  date   herewith  to  secure  its
      obligations  under the  Loan  Agreement  and  the  Note  and  the  other
      documents  executed  in  connection   therewith.    This  Assignment  is
      supplemental to the Mortgage.

5.    Assignor has executed and delivered to the Lender the Charter Assignment
      to secure its obligations under the  Loan Agreement and the Note and the
      other documents executed in connection  therewith this Assignment to the
      Charter Assignment.

6.    Lender,  in order  to  further secure  payment  and performance  of  the
      principal  amount of the Note, plus interest thereon and all obligations
      relating thereto  as Assignor may  be obligated to pay  or perform under
      the  covenants, terms, and conditions  in the Note,  the Loan Agreement,
      the Mortgage,  the Charter  Assignment,  this Assignment  and the  other
      documents  executed  in  connection  therewith  (the   Loan  Documents )
      (collectively, the  Obligations ), has duly authorized the execution and
      delivery of this Assignment. 

            NOW,  THEREFORE, in  consideration  of the  premises, the  parties
hereto hereby agree as follows:

            1.    The  Assignor, as  beneficial owner,  hereby assigns  to the
Lender all of the Assignor s right, title and interest in and  to all policies
and  contracts of  insurance  (including  all  entries  in  a  protection  and
indemnity or  war risks association) which  are from time to  time covering or
taken out in respect  of the Vessel, its operations,  freights, disbursements,
profits or  otherwise and all  the benefits  thereof including all  claims and
return of premiums  and the  proceeds thereof  (all of  which are  hereinafter
called the  Insurances ).

            2.    Anything contained herein  to the contrary  notwithstanding,
the Assignor shall remain  liable for all obligations  in connection with  the
Insurances (including,  without limitation,  the payment of  all premiums  and
calls with  respect  thereto) and  the  Lender  shall have  no  obligation  or
liability whatsoever  with respect to the Insurances  by reason of, or arising
out of, this Assignment and shall not be required to present or file any claim
or  take  any other  action  of  any kind  at  any time  with  respect  to the
Insurances.

            3.    The Assignor agrees  that it will  forthwith give, or  cause
its broker to give, notice, in the form attached hereto, of this Assignment to
all insurers,  underwriters,  clubs  and  associations  with  respect  to  the
Insurances.  The Assignor  shall cause each of the Insurances  to carry a loss
payable clause endorsement  substantially in  the form of  Exhibit A  attached
hereto.

            4.    The  Assignor   does  hereby  constitute  the   Lender,  its
successors and assigns, the Assignor s  true and lawful attorney, irrevocably,
with full  power (in the name of  the Assignor or otherwise)  to ask, require,
demand,  receive,  compound and  give acquittance  for any  and all  monies or
claims for  monies due and  to become  due in connection  with Insurances,  to
settle or  compromise any  claim thereunder, to  endorse any  checks or  other
instruments or orders  in connection therewith and to file  any claims or take
any action or institute any proceedings which to the Lender may seem necessary
or advisable.  The Assignor further agrees  that at any time and from time  to
time, upon the  written request of the Lender, the  Assignor will promptly and
duly execute and deliver any and all such further instruments and documents as
the Lender  may reasonably  request in  obtaining  the full  benefits of  this
Assignment  and  the rights  and  powers  herein granted  or  purported to  be
granted.

            5.    The  Assignor  covenants  and   warrants  that  it  has  not
assigned, charged or pledged, and that it will not hereafter without the prior
written consent of the Lender, assign, charge or  pledge the whole or any part
of the Insurances to anyone other than the Lender. Notwithstanding anything to
the contrary contained in any  other Loan Document, in the event of a conflict
between  this Agreement  and  any  other  document  concerning  the  grant  or
enforcement of any lien or security interest in the Insurances, the provisions
of this Agreement shall control.

            6.    Upon payment to  the Lender of all monies  due and to become
due to the  Lender under the Note, the Loan Agreement and the Mortgage and any
other obligations secured  hereby and  when the Assignor  is under no  further
actual or  contingent liability  in respect  thereof, the  Lender will  at the
request and cost of the Assignor reassign the Insurances to the Assignor or as
it shall direct, without any representation, warranty or recourse by or to the
Lender.

            7.    The  Lender is hereby  authorized, but not  required, in its
own  name  and  the Assignor s  name,  to  demand,  collect,  receipt for  and
prosecute all necessary actions in the courts to recover any and all insurance
monies which may become due and payable under any insurance.

            8.    If the Assignor  shall at any time fail to  pay, or cause to
be paid, when due any  insurance premiums or to obtain any  required insurance
or to  deliver to  the  Lender in  accordance with  this  Assignment and  Loan
Agreement above  all policies,  certificates, contracts of  insurance, binders
and cover  notes  and  all renewals  thereof  as required  by  the  provisions
thereof, the Lender may, but shall not be required to,  procure such insurance
and pay unpaid premiums and the cost and expense thereof (with interest at the
rate provided in the  Loan Agreement) shall be an additional  indebtedness due
from the Assignor to the Lender and shall be paid by the Assignor on demand.

            9.    This  Assignment  shall  be  governed by  and  construed  in
accordance with the laws of New York.


            IN  WITNESS  WHEREOF,  the   parties  hereto  have  executed  this
Assignment as of the day and year first above written.


                              ASSIGNOR:

                              TRB HOLDING CORPORATION


                              By                                              
                              Name                                            
                              Title                                           

                              READING & BATES (U.K.) LIMITED 


                              By                                              
                              Name                                            
                                    Director


                              By                                              
                              Name                                            
                                    Director


                              ASSIGNEE:

                              NISSHO IWAI EUROPE PLC


                              By                                              
                              Name                                            
                              Title                                           




                              Notice of Assignment


Each of  TRB HOLDING CORPORATION, a  Delaware  corporation (the   Owner ), the
owner of that  certain vessel known as   Seillean  of 50,928 gross  registered
tons,  Call Letters 3FPF6 and  Registration No. 25519-PEXT, and  with the home
port of  Panama City, the  Republic of  Panama (the  Vessel ),  and READING  &
BATES (U.K.) LIMITED,  the charterer  of the Vessel  (the  Charterer )  HEREBY
GIVES NOTICE that  by an Assignment dated as of  December 14, 1996 in favor of
NISSHO IWAI  EUROPE PLC, an English  corporation (the  Lender ) the  Owner and
the  Charterer assigned to the Lender all  of their, right, title and interest
in  and  to all insurances and the benefit of  all insurances now or hereafter
taken out in  respect of the  Vessel.  This  Notice is to  be endorsed on  all
policies and certificates of entry evidencing such insurances.


                              TRB HOLDING CORPORATION


                              By                                              
                              Name                                            
                              Title                                           


                              READING & BATES (U.K.) LIMITED 


                              By                                              
                              Name                                            
                                    Director

Acknowledged:


                                   EXHIBIT A

                 Form of Loss Payable Clause and Endorsements

            TRB Holding  Corporation and Reading  & Bates (U.K.)  Limited have
assigned to Nissho Iwai Europe Plc (the  Lender ) this policy and all benefits
thereof.
                        Until the Lender notifies the insurer to the contrary:

                  all claims  hereunder in respect of a  total or constructive
            total  loss of the vessel  Seillean  (the  Vessel ) or an arranged
            or agreed or compromised total loss of the Vessel shall be paid to
            the  Lender up to its  mortgage interest without  any deduction or
            deductions whatsoever;

                  any other claim  exceeding $500,000 in respect of the Vessel
            shall be paid  to account no. 15012511  opened in the name  of the
            Lender with The Chase Manhattan Bank, London,  England, subject to
            the prior written consent of the Lender; and

                  any other  claim not  exceeding $500,000  in respect  of the
            Vessel shall be paid to account  no. _______________ opened in the
            name           of          ________________________           with
            ______________________________ (ABA #_____________________).

            The Lender shall be advised:

                  immediately of any material changes which are proposed to be
            made in the terms of the insurances or if the insurers cease to be
            insurers for any purposes connected with the insurance;

                  not later than thirty days prior to the expiry of any of the
            insurances  if instructions have not been received for the renewal
            or further renewal thereof and, in the event of instructions being
            received to renew or further to renew, of the details thereof;

                  immediately of  any instructions or notices  received by any
            insurer  with regard to the  cancellation or invalidity  of any of
            the insurances aforesaid.

                  The Insurances shall contain  breach of warranty  protection
            to  the NIC  Parties  and  waiver  of  subrogation  clause.    The
            Insurances shall be primary without right of contribution from any
            other insurance that may be carried by the NIC Parties and contain
            a  waiver of  set  off of  premiums  against claims  proceeds  and
            provide no recourse for premium payments by the NIC Parties.