Exhibit 10.154

ASSIGNMENT OF RECORD TITLE INTEREST

UNITED STATES OF AMERICA
OUTER CONTINENTAL SHELF
OFFSHORE LOUISIANA
                                  WITNESSETH:

THAT, SANTA FE ENERGY RESOURCES,  INC., a Delaware corporation, the address of
which is 1616 South Voss,  Suite 1000, Houston, Texas  77057 ( Assignor ), for
valuable  consideration,  the  receipt  and  sufficiency  of which  is  hereby
acknowledged,  does  hereby  grant, convey,  assign,  transfer and deliver  to
READING &  BATES DEVELOPMENT CO., a Delaware corporation, the address of which
is  901 Threadneedle,  Houston,  Texas  77079-2902 ( Assignee ),  an undivided
fifty percent (50.00000%) record title interest (the  Interest ) in and to the
following described Oil and Gas Lease (hereinafter the  Lease ), to wit:

      Oil  and Gas Lease of  Submerged  Lands under the Outer Continental
      Shelf  Lands  Act,  bearing  Serial  No.   OCS-G  16405,  effective
      September  1, 1996  covering  all of  Block  366, Ship  Shoal Area,
      South Addition,  OCS Leasing Map  No. 5A, containing  approximately
      5000 acres, more or less.

TO HAVE  AND TO  HOLD  the Interest  in and  to the  Lease unto  Assignee, its
successors and  assigns, together  with all  rights and privileges appurtenant
thereto, subject to and in accordance with all the terms and provisions of the
Lease.

This Assignment  is  made  without  warranty  of  title,  express,  implied or
statutory, except  as  to  persons  lawfully  claiming  by,  through  or under
Assignor,  but not  otherwise; however, Assignee  shall have the right of full
substitution and subrogation, to the extent assignable, in and to any and  all
rights  and   actions  in  warranty  which   Assignor  may  have  against  its
predecessors in title.

This Assignment is made by Assignor  and accepted by  Assignee subject to  all
the  terms  and conditions  of  that  certain  Participation  Agreement  dated
December 4, 1996.  Assignor warrants that the  Interest is not subject to  any
liens or encumbrances other  than Lessor s  royalty and  that lease  bonus and
delay rentals have been paid to date.

The terms and conditions  of this Assignment shall inure to the benefit of and
be binding  upon  the  parties  hereto  and  their  respective  successors and
assigns.

This Assignment is made  effective December 11, 1996,  subject to the approval
by the Minerals Management Service,  United States Department of the Interior,
pursuant to 30 CFR 256.

IN WITNESS WHEREOF,  this Assignment is executed as  of the dates shown in the
respective  acknowledgments of  the  parties  hereto,  but  effective  for all
purposes as of December 11, 1996.  

                                    ASSIGNOR:

Witnesses:                          SANTA FE ENERGY RESOURCES, INC.


                                    By:         A. T. McCarroll
                                    Title:      Division Manager, Exploration
                                                Gulf Division

                                    ASSIGNEE:

Witnesses:                          READING & BATES DEVELOPMENT CO.

                                    By:     Wayne K. Hillin 
                                    Title:  Secretary