EXHIBIT 10.10

                        AMENDMENT NO. 3 TO
       ASSIGNMENT OF DRILLING CONTRACT REVENUES AND EARNINGS

       THIS AMENDMENT  NO. 3 TO ASSIGNMENT  OF DRILLING CONTRACT REVENUES AND
  EARNINGS dated as  of November 29, 1995, among Reading & Bates Corporation,
  a  corporation  organized  and  existing under  the laws  of the  State  of
  Delaware  ("RBC"), Reading & Bates  Drilling  Co., a  corporation organized
  and  existing  under  the laws of the State of  Oklahoma ("RBD"), Reading &
  Bates Exploration Co., a corporation organized and existing  under the laws
  of  the State of Oklahoma ("RBX"), Reading and Bates, Inc.,  a  corporation
  organized  and existing under  the laws of the  State of Oklahoma  ("RBI"),
  (RBC,  RBD,  RBX  and RBI being  referred to hereafter  collectively as the
  "Original Borrowers")  and  Bank  One,  Texas,  N.A.,  a  national  banking
  association, as Trustee (the "Assignee").


                           W I T N E S S E T H:

       WHEREAS,  pursuant  to the Credit Facility Agreement dated as of March
  27, 1991, as amended May 24, 1991, June 28, 1991, August  30, 1991, June 30,
  1992  and  February  23,  1993   (as   so  amended,  the  "Original  Credit
  Agreement"),  Internationale  Nederlanden  Bank  (formerly  known   as  NMB
  Postbank  Groep,  the "Lender") agreed to provide funding to certain of the
  Original  Borrowers  in  the  aggregate  principal  amount of  up  to   USD
  112,000,000; and

       WHEREAS,  Reading  &  Bates Borneo  Drilling Co.,  Ltd., a corporation
  organized and existing under the laws of the State of  Oklahoma ("RBB") and
  Reading &  Bates (A) Pty.  Ltd., a corporation organized and existing under
  the laws of Australia ("RBA"), the  Original Borrowers and the  Lender have
  restated  the  Original  Credit  Agreement  in order to  add RBB and RBA as
  Borrowers (the Original Borrowers, RBB and RBA being referred to collective-
  ly as the "Borrowers"), increase the amount of Facility E, add a new letter
  of credit facility  and amend  certain  terms  and covenants (the "Restated
  Credit Agreement"); and

       WHEREAS, the  Assignor, by  operation of assignment  has succeeded  to
  and  assumed  all of the rights and obligations as  the  successor  trustee
  under that certain Trust Indenture dated  March 29, 1991 (the  "Indenture")
  among  the  Original  Borrowers  and  First  City  Texas-Houston,  N.A., as
  trustee,   as  amended,  pursuant  to which Assignee  acts on behalf of the
  Lender with respect to certain  security interests granted by the Borrowers
  to secure their obligations under the Restated Credit Agreement; and

       WHEREAS,  the  Assignee  and the Original Borrowers wish to amend  the 
  Assignment  of  Drilling  Contract  Revenues  and  Earnings as  hereinafter
  follows.

       NOW THEREFORE, in consideration of the  above  recitals  and for  other
  good and valuable  consideration,  the  receipt and  sufficiency of which is
  hereby  acknowledged, the Borrowers and the  Assignee  agree  to  amend  the 
  Assignment  of  Drilling  Contract Revenues and Earnings effective as of the
  date hereof as follows:

       A.   Schedule 1  to the  Assignment of  Drilling Contract Revenues  and
  Earnings  is   hereby  amended  to  delete  the reference to:

       "M. G. HULME     651644   U.S.  Reading and Bates, Inc."

       "JIM CUNNINGHAM  651643   U.S.  Reading & Bates Drilling Co."

       B.   Except as specifically amended by this Amendment, all of the terms
  and  provisions of the Assignment of Drilling Contract Revenues and Earnings
  shall remain in full force and effect.

       All  capitalized terms used herein but not defined herein shall have the
  meanings  given  to them  in  the  Assignment  of Drilling  Contract Revenues
  and Earnings.

       THIS  AMENDMENT  NO. 3  TO ASSIGNMENT OF DRILLING CONTRACT REVENUES AND
  EARNINGS  SHALL  BE  GOVERNED   BY  AND  CONSTRUED  IN ACCORDANCE  WITH  THE
  INTERNAL  LAWS OF THE STATE OF NEW  YORK  AND  MAY NOT BE AMENDED OR CHANGED
  EXCEPT BY AN INSTRUMENT IN WRITING.

       IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
  Amendment  No. 3 to Assignment of Drilling Contract Revenues and Earnings on
  the date first written above.


                                READING & BATES CORPORATION


                                By:                            
                                     Name:                     
                                     Title:                    


                                READING & BATES DRILLING CO.


                                By:                            
                                     Name:                     
                                     Title:                    


                                READING & BATES EXPLORATION CO.


                                By:                            
                                     Name:                     
                                     Title:                    


                                READING AND BATES, INC.


                                By:                            
                                     Name:                     
                                     Title:                    


                                BANK ONE, TEXAS, N.A.


                                By:                            
                                     Name:                     
                                     Title: