EXHIBIT 10.12

                         GALLOWAY ASSIGNMENT AGREEMENT


        GALLOWAY  ASSIGNMENT  AGREEMENT,  dated  as  Of  November 29,  1995,
  between  Internationale  Nederlanden Bank  N.V.,  a  corporation organized
  under the  laws of  The Netherlands (the  "Assignor") and  Reading & Bates
  Offshore, Limited, a corporation organized  under the laws of the State of
  Oklahoma, U.S.A. (the "Assignee").

                              W I T N E S S E T H:

              WHEREAS,  The Connecticut  National  Bank, a  national banking
  association, not in its individual  capacity but solely as   trustee under
  the Trust Agreement (the "Owner Trustee"), has issued  its 13 5/8% Secured
  Notes due June 21,  2000 (Reading & Bates  "George H. Galloway"  Equipment
  Trust)  (the  "Notes")  pursuant  to  the  Trust  Indenture  and  Security
  Agreement, dated  June 21, 1985, as  amended and restated  as of March 27,
  1991  (the "Indenture"), between  the Owner Trustee and  State Street Bank
  and Trust Company of Connecticut, National Association, a national banking
  association, as trustee thereunder (the "Indenture  Trustee") (capitalized
  terms  used herein which are defined in the Indenture are used herein with
  the same meaning); and

              WHEREAS,  Assignee  desires  to  purchase  all  of  Assignor's
  rights, title and interest in and to  such Notes equivalent to the  future
  payment  of Alternative  Basic  Hire  (or Regular  Basic Hire)  under  the
  Charter;

              NOW THEREFORE,  in consideration  of the  mutual covenants and
  agreements hereinafter set forth, it is agreed as follows:

              1.    Assignment.   Assignor  hereby  sells to  Assignee,  and
  Assignee hereby purchases from  Assignor all  of Assignor's rights,  title
  and interest  in and to  the Notes (the "Assignment")  (less the principal
  portion  of all  Charter  Payments  (as defined  in the  Charter  Payments
  Guaranty) made with respect to the "GEORGE H. GALLOWAY" Equipment Trust). 

              2.    Payments  on  Assignment.   Assignor shall  instruct the
  Indenture Trustee in compliance  with Section 2.04 of the Indenture to pay
  directly to Assignee all, payments  of principal and interest on the Notes
  held by such Holder to which the Assignment entitles Assignee.

              3.    No Recourse.   (a)  Assignor makes  no representation or
  warranty,  and shall  have no  responsibility, liability or  obligation to
  Assignee, with  respect to  (i) any statement,  warranty or representation
  made in or in connection with the Indenture or Charter, (ii) the financial
  condition  of the  Owner  Trustee,  Charterer,  any  of  their  respective
  affiliates, any guarantor or other person or entity, (iii) the performance
  or observance  of  any  of  the  terms,  covenants or  conditions  of  the
  Indenture  or  Charter,   (iv)  the  due  execution,  legality,  validity,
  enforceability, value, genuineness,  sufficiency, collectibility,  filing,
  recording  of  or with  respect  to, or  taking of  any other  action with
  respect to,  the Indenture or  Charter or any collateral  therefor, or (v)
  any other matter relating to the Owner Trustee, Charterer, any  guarantor,
  the Indenture, the Charter, any collateral therefor or any other  document
  not  specifically set forth herein.

              (b)   Assignor shall not  be deemed to be a trustee,  agent or
  other fiduciary for Assignee in connection with the Notes, the  Indenture,
  the Charter or any collateral therefor and shall not be liable to Assignee
  with respect to any error  of judgment or anything Assignor may do or omit
  to do  in relation  to the  Notes, the  Indenture or  the Charter  or  any
  collateral therefor.

              (c)   Assignor  shall have  no  obligation to  make  any claim
  against, or  to assert any lien  upon, any property  of the Owner Trustee,
  Charterer or any Guarantor, any of their respective affiliates, any  other
  guarantor or other person or to assert any offset thereagainst.

              5.    No Collateral.   Assignee shall have  no interest in any
  property taken by the Owner Trustee, the  Indenture Trustee or the Holders
  as  collateral for  the Notes or Regular  Basic Hire  or Alternative Basic
  Hire or any other loans or extensions of credit made to or for  Charterer,
  the  owner Participant, the Assignor or  any other person or  entity by an
  Assignor or any of its affiliates, or in any property which in any way may
  hereafter become collateral for or otherwise available for payment of  the
  Notes or Regular Basic Hire or Alternative Basic Hire.

              6.    No  Rights  Against  Owner-Trustee,  Indenture  Trustee,
  Charterer. etc.   Assignee acknowledges that it  does not have, and agrees
  not to assert or seek to exercise as a result of the Assignment hereunder,
  any legal right or claim against the Owner Trustee, the Indenture Trustee,
  Charterer, the  Owner Participant,  the Holders or an  Guarantor or  other
  guarantor  with  respect  to  the  Indenture, the  Charter  or  the Notes,
  including, without limitation, any  right to  give instructions under  the
  Indenture to the Owner Trustee or the Indenture Trustee. 

              7.    Reimbursement  for Expenses;  Indemnity.  To  the extent
  not reimbursed  by  Charterer, and  without  limiting  the  obligation  of
  Charterer to do  so, Assignee agrees to reimburse Assignor  for, indemnify
  Assignor against, and hold  Assignor harmless from, on demand, any and all
  liabilities,  obligations, losses, damages, penalties, actions, judgments,
  suits, costs, expenses or disbursements of any kind whatsoever that may at
  any  time be  imposed on, incurred  by, or asserted against  Assignor at a
  time when  Assignee  holds any  Assignment  in any  way relating  to  this
  Agreement, or any transactions contemplated hereby, or any action taken or
  omitted to be  taken by Assignor  under or in  connection with any of  the
  foregoing.  The covenants contained in this paragraph 7 shall survive ter-
  mination of this Agreement.

              8.    Representations.     Assignee  represents  that  it   is
  acquiring  each Assignment  solely  for  the purpose  of investment.    No
  transfer or further  assignment by Assignee shall relieve Assignee  of its
  obligations hereunder.

              9.    Governing Law.  This Agreement and the respective rights
  and  obligations  of  the  parties hereunder  shall  be  governed  by  and
  interpreted in accordance with the internal laws of the State of New York.

              10.   Consent  to Jurisdiction.   Each  of the  parties hereto
  hereby  irrevocably  and  unconditionally  submits  to  the  non-exclusive
  jurisdiction of the United States District Court for the Southern District
  of New York and (without waiving any right to removal to the United States
  District Court) any  court of the State of New York located in The City of
  New York in any action, suit or proceeding arising in connection with this
  Agreement  or   any  transaction  herein   or  therein  contemplated,  and
  irrevocably waives any objection which it may now or hereafter have to the
  laying of venue  or to the in personam  and subject matter jurisdiction of
  any such court in  any such action, suit or proceeding.   Assignee further
  agrees  that  such  final  judgment  obtained  in  New  York  shall  be  a
  definitive, final and binding judgment upon it, and, to the maximum extent
  permitted by law, not subject to collateral attack by it.

              11.   Miscellaneous.  This Agreement shall be binding upon and
  inure to the  benefit of the parties hereunder and their  respective legal
  representatives, successors  and assigns.  The descriptive headings of the
  several paragraphs of this Agreement are inserted for convenience only and
  form  no part  of this  agreement.   This Agreement  supersedes  any prior
  agreements,  and sets  forth the  entire agreement,  between Assignor  and
  Assignee  with respect  to  the  matters covered  hereby  and may  not  be
  modified or supplemented orally.  This Agreement may be executed in two or
  more counterparts, each of which shall be deemed an original, and it shall
  not be  necessary in making proof  thereof to produce  or account for more
  than one such counterpart.

              IN WITNESS WHEREOF, the  parties have caused these presents to
  be executed by their duly authorized officers the day and year first above
  written.

                                      INTERNATIONALE NEDERLANDEN BANK N.V.

                                      By:                               
                                            Name:                       
                                            Title:                      

                                      READING & BATES OFFSHORE, LIMITED

                                      By:                              
                                            Name:                      
                                            Title: