EXHIBIT 10.24

                          TERMINATION OF

                         PLEDGE AGREEMENT

                                AND

                         IRREVOCABLE PROXY

       AGREEMENT, dated   November 29, 1995,  between  READING &
  BATES CORPORATION, a corporation  organized and existing under
  the  laws of the State  of Delaware (the  "Pledgor"), and BANK
  ONE, TEXAS, N.A., as Trustee, its successors  and assigns (the
  "Pledgee").


                       W I T N E S S E T H:


       WHEREAS, the Pledgor owns of record and beneficially  all
  of  the  issued and  outstanding  shares  of Reading  &  Bates
  Drilling Co. (the "Company") (the Company and  the Pledgor are
  hereinafter collectively referred to as the "Obligors").

       WHEREAS, the Obligors  have entered into  an Amended  and
  Restated Credit Facility Agreement dated as of April 27, 1995,
  as  amended  (the   "Credit  Agreement")  with  INTERNATIONALE
  NEDERLANDEN BANK,  N.V. (the  "Bank"), which Credit  Agreement
  provides for advances and the issuance of letters of credit by
  the  Bank to or for the  account of the Obligors  of up to USD
  65,000,000 (the "Commitment") to be  used for the purposes  of
  refinancing certain indebtedness of the Obligors and providing
  working capital and credit for operations; and

       WHEREAS, pursuant to the Trust Indenture dated March  29,
  1991 between  the  Trustee  and  the Obligors  as  amended  by
  Amendment  No. 1 to the  Trust Indenture dated  as of February
  25, 1993 and  as further amended by Assignment, Assumption and
  Amendment No. 2 to Trust Indenture dated as of April 27, 1995,
  the Pledgee  has  agreed to  act as  trustee for  the Bank  in
  connection with the security provided by the Obligors for  the
  advances  made and  letters of  credit issued pursuant  to the
  Credit Agreement; and

       WHEREAS,  the Pledgor  and the  Pledgee entered  into the
  Pledge Agreement and  Irrevocable Proxy dated  April 27,  1995
  (the "Pledge Agreement"); and 

       WHEREAS, the Obligors have  paid, or otherwise  satisfied
  or secured the repayment of, the Obligations, and the Bank has
  agreed  to release  all collateral  granted thereunder  by the
  Obligors, including the Pledge Agreement and Irrevocable Proxy
  dated April 27, 1995 between Pledgor and Pledgee.

       NOW THEREFORE, in consideration of the premises and other
  good and valuable consideration the receipt and sufficiency of
  which is  hereby acknowledged,  the  parties hereby  agree  as
  follows:

       1.   Termination.   Effective as of the  date hereof, the
  Pledge  Agreement  is  terminated,  and  all  of  the  Pledged
  Securities and the  Irrevocable Proxy have  been delivered  to
  the Pledgor. Unless otherwise  defined herein, all capitalized
  terms shall have the  meanings ascribed to them in  the Pledge
  Agreement.

       2.   General.  This Agreement shall bind and inure to the
  benefit of  the  respective  successors  and  assigns  of  the
  parties.  This Agreement and the rights of the parties  and of
  any subsequent holder  shall be construed  in accordance  with
  and governed by  the internal laws of  the State of  New York,
  and may  not be changed orally,  but only by an  instrument in
  writing signed by the person  against whom enforcement of such
  change, modification or discharge is sought.

       3.   Counterparts.  This Pledge Agreement may be executed
  in  any number of counterparts, each of which for all purposes
  shall be deemed to be an original.


       IN WITNESS  WHEREOF, the parties have  caused this Pledge
  Agreement to be executed the day and year first above written.

                                READING & BATES CORPORATION


                                By:                          
                                     Name:                   
                                     Title:                  


                                BANK ONE, TEXAS, N.A. as Trustee


                                By:                          
                                     Name:                   
                                     Title: