Exhibit 10.89


                         GENERAL ASSIGNMENT OF EARNINGS

        1.  READING  & BATES OFFSHORE, LIMITED, a corporation  organized and
  existing under the laws  of the State of Oklahoma, (hereinafter called 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  is  hereby  acknowledged,  has  sold,
  assigned, transferred  and set  over  and by  this instrument  does  sell,
  assign, transfer and set over unto THE CIT GROUP/EQUIPMENT FINANCING, INC.
  (hereinafter called the "Assignee") and unto the Assignee's successors and
  assigns,  to  its and  its successors'  and  assigns' own  proper  use and
  benefit, and, as  collateral security for the obligations of  the Assignor
  to the Assignee  pursuant to the terms and  conditions of a Loan Agreement
  dated May 25,  1995 among the Assignor, the  Assignee, and READING & BATES
  CORPORATION (the "Loan  Agreement"), and does hereby grant the  Assignee a
  security interest in all  of the Assignor's  right, title and interest  in
  and  to:   (i) all  day  rate payments,  charter hire,  drilling  contract
  revenues,  accounts and contract  rights and all freights,  hire and other
  monies  earned and to be earned, due  or to become due, or paid or payable
  to,  or for the account of, the Assignor, of whatsoever nature arising out
  of or as  a result of the ownership and  operation by the Assignor  or its
  respective agents of the United States flag drilling rig F.G.  McCLINTOCK,
  Official  No. 562059 and when acquired by the  Assignor, the United States
  flag drilling rig  GEORGE H. GALLOWAY, Official  No. 651646 (collectively,
  the "Vessels"), (ii) all  monies and claims for  moneys due and to  become
  due to  the Assignor and all claims for damages  arising out of the breach
  of any  and all  present and future drilling  contracts, charter  parties,
  bills of lading,  contracts and other engagements of affreightment  or for
  the  carriage or  transportation of  cargo, and  operations of  every kind
  whatsoever of  each of the  Vessels and in  and to any and  all claims and
  causes  of action for money, loss or damages  that may accrue or belong to
  the Assignor, its respective  successors or assigns, arising  out of or in
  any way connected with the present or  future use, operation or management
  of each of the Vessels or arising or in any way connected with any and all
  present  and  future requisitions,  drilling  contracts,  charter parties,
  bills of lading,  contracts and other engagements of affreightment  or for
  the carriage or  transportation of cargo, and  other operations of each of
  the  Vessels, (iii) all moneys and claims for moneys due and to become due
  to the Assignor,  and all claims for damages  in respect of the  actual or
  constructive total loss of  or requisition of use  of or title to each  of
  the Vessels, and (iv) any proceeds of any of the foregoing. 

        2.  Upon the occurrence  and continuance of an Event of Default, the
  Assignor shall cause  all day rate payments,  drilling contract  revenues,
  charter hire, freights and moneys hereby assigned  to be paid over to  the
  Assignee  at such  account  or accounts  as designated  in writing  by the
  Assignee.

        3.  The Assignor covenants that in the Event  of Default or upon the
  Assignee's  request  it  will send  letters  to  each of  the  agents  and
  representatives of  the Assignor into whose hands or control  may come any
  earnings and moneys hereby assigned, informing each such addressee of this
  Assignment  and  instructing  such addressee  to  remit  promptly  to  the
  Assignee all  earnings and  moneys  hereby assigned  which may  come  into
  addressee's  hands or  control and  to continue  to make  such remittances
  until  such  time   as  the  addressee  may  receive  written   notice  or
  instructions to  the contrary  directly from the Assignee.   The  Assignor
  further covenants  that it will use  its best efforts  to insure that each
  such  addressee will acknowledge  directly to the Assignee  receipt of the
  Assignor's letter of notification and instructions.

        4.   It is expressly  agreed that  anything herein contained  to the
  contrary  notwithstanding,  the  Assignee  shall  have  no  obligation  or
  liability  under any drilling  contract, charter party or  any contract of
  affreightment by reason of or arising out of this Assignment nor shall the
  Assignee be required or obligated  in any manner to perform or fulfill any
  obligations  of any  of the  Assignor under  or pursuant  to  any drilling
  contract, charter party, or any contract of  affreightment 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. 

        5.  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) to  ask, require,
  demand,  receive compound  and give  acquittance for  any and  all moneys,
  claims,  property and  rights hereby  assigned, 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 to the Assignee
  may seem to be necessary or advisable in the premises. 

        6.    The powers  and  authority granted  to  the  Assignee in  this
  Assignment have  been given  for a valuable consideration  and are  hereby
  declared to be irrevocable. 

        7.  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 reasonably necessary in obtaining the full  benefits
  of this Assignment and of the rights and powers herein granted. 

        8.  The Assignor  does hereby warrant and represent that it  has not
  assigned, pledged  or in any way  created or  suffered to  be created  any
  security  interest in  the  whole  or any  part  of the  right,  title and
  interest hereby assigned,  except for the assignment to the  Assignee made
  by this Assignment.  The Assignor hereby covenants that, without the prior
  written consent  thereto of  the Assignee, so  long as  this instrument of
  assignment shall remain in  effect, (A) 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, (B) it will not
  take or omit to take  any actions, the taking  or omission of which  might
  result  in  an  alteration  or  impairment  of  the  said  rights or  this
  Assignment  and (C) it  will not  default under  any drilling  contract or
  charter party. 

        9.  The  Assignor represents and warrants that  (i) it has an office
  at 901 Threadneedle, Houston, Texas 77079, and (ii) its principal place of
  business and  the location at which  it keeps  and will  keep its  records
  concerning  the Loan Agreement and the  transactions contemplated thereby,
  including  records relating  to this  Assignment, any  drilling contracts,
  charter  parties or contracts  of affreightment for the  operations of the
  Vessels  is 901 Threadneedle,  Houston, Texas 77079.   The Assignor agrees
  that it will  notify the Assignee  of any change  in the location of  such
  office  and of the opening of any  other place of business by or on behalf
  of the Assignor. 

        10.  This Assignment (including, but not limited to the validity and
  enforceability hereof) shall in all respects be governed by, and construed 
  in accordance with, the laws of the State of New York, other than conflict
  of laws rules thereof.

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

        (a)   The CIT Group/Equipment Financing Inc.
              1211 Avenue of the Americas
              New York, New York 10036

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

        (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 respective address as provided in Section 5.01 of the Loan Agreement. 

        12.  The Assignor hereby appoints the Assignee  its attorney-in-fact
  to execute and file any financing statements  or papers of similar purpose
  or effect in connection with any filing or recording of this Assignment. 

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

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


                                      READING & BATES OFFSHORE, LIMITED


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