Exhibit 10.100 


                      COLLATERAL ASSIGNMENT OF INSURANCE


      READING  &  BATES DRILLING  CO.,  an  Oklahoma corporation  (hereinafter
called the "Assignor"), the owner of the Bahamian registered offshore drilling
rig J.W. McLEAN (the "Rig"), in  consideration of One Dollar ($1) lawful money
of the United States of America and other good and valuable consideration, the
receipt  and sufficiency of which are hereby acknowledged, has sold, assigned,
transferred, set over, and granted a security interest, and by this instrument
does  sell, assign,  transfer, set  over  and grant  a security  interest unto
Christiania  Bank og  Kreditkasse,  New York  Branch,  not in  its  individual
capacity  but as Agent  for the Banks (as  that term is  defined in the Credit
Agreement,  as defined below) (hereinafter called the "Assignee") and unto the
Assignee's  successors and assigns,  to it and its  successors and assigns own
proper use  and benefit, and  as collateral security  for the full  and prompt
payment  when  due  (whether  at  the  stated  maturity,  by  acceleration  or
otherwise) of all obligations and liabilities of the Assignor, now existing or
hereafter incurred,  under, arising out  of or  in connection with  any Credit
Document (as that term is  defined in the Credit Agreement, as  defined below)
to which it is a party and the due performance and compliance by  the Assignor
with the terms of each such Credit Document, all right,  title and interest of
the  Assignor   under,  in  and  to  the  following  (all  of  the  following,
collectively,  the "Insurance  Collateral"):   (i) all  insurances (including,
without  limitation, all certificates of entry in protection and indemnity and
war  risks associations or  clubs) in respect of  the Rig, whether heretofore,
now  or hereafter effected, and all renewals  of or replacements for the same,
(ii)  except as hereinafter provided, all claims, returns of premium and other
moneys and claims for moneys due and to become due under or in respect of said
insurances, (iii) all other rights of the Assignor under or in respect of said
insurances  and (iv) any proceeds  of any of  the foregoing.   It is expressly
agreed that  anything herein  contained to the  contrary notwithstanding,  the
Assignor  shall remain  liable under  said  insurances to  perform all  of the
obligations assumed by it thereunder and the Assignee shall have no obligation
or liability (including, without limitation, any obligation  or liability with
respect  to  the  payment  of  premiums,  calls  or  assessments)  under  said
insurances by  reason of or arising  out of this instrument  of assignment nor
shall  the  Assignee be  required or  obligated in  any  manner to  perform or
fulfill any obligations of  the Assignor under or pursuant  to said insurances
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  or may
have been assigned to it or to which it may be entitled hereunder at  any time
or times.

      This  Assignment is made pursuant  to the Credit  Agreement, dated April
30,  1996 (as the same  may be amended, modified  or supplemented from time to
time,  the  "Credit Agreement"),  by and  among  Reading &  Bates Corporation,
Reading & Bates Drilling Co.,  the Banks (as defined therein)  and Christiania
Bank og Kreditkasse, New York Branch, as Agent.

      The  Assignor hereby  constitutes  the Assignee  and its  successors and
assigns, the Assignor's true and lawful attorney, 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 and  claims for  moneys due  and to
become due  under or arising out of said  insurances, 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 the Assignee may deem to
be  necessary  or  advisable in  the  premises;  provided,  however, that  the
Assignee  shall not  take any  action pursuant  to the  power granted  by this
paragraph unless an  Event of  Default under the  Credit Agreement shall  have
occurred and be continuing.   Such appointment of the Assignee as  attorney is
irrevocable and coupled with an interest. 

      The  Assignor hereby covenants and agrees to procure that notice of this
Assignment, in  the  form  of Annex  I  hereto, shall  be  duly given  to  all
underwriters  and  that  where the  consent  of  any  underwriter is  required
pursuant  to  any of  the insurances  assigned hereby,  such consent  shall be
obtained  and evidence thereof shall be given  to the Assignee, and that there
shall be duly endorsed upon all slips, cover notes, policies, certificates  of
entry  or other  instruments issued  or to  be issued  in connection  with the
insurances assigned hereby such clauses as to additional named assured or loss
payees  set forth in Annex I hereto.  In all cases, unless otherwise agreed in
writing by the  Assignee, such  slips, cover notes,  notices, certificates  of
entry or other instruments shall show the Assignee and the Banks as additional
named assured  and shall provide  that there will  be no recourse  against the
Assignee for payment of premiums, calls or assessments.

      The powers  and authority to the  Assignee herein have been  given for a
valuable consideration and are hereby declared to be irrevocable.

      The Assignor agrees  that at any time  and from time  to time, upon  the
written,  reasonable 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 reasonably  require in obtaining  the full  benefits of this
Assignment and of the rights and powers herein granted.

      The Assignor hereby  warrants and represents that it has not assigned or
pledged,  and hereby covenants that, without the prior written consent thereof
of  the Assignee,  so long as  this instrument  of assignment  shall remain in
effect, 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, and  it will not take  or omit to take  any action, the taking  or
omission of  which  might  result  in  an alteration  or  impairment  of  said
insurances or  this  Assignment, or  of  any of  the  rights created  by  said
insurances or this Assignment.

      All notices or other communications which are required to be made to the
Assignee hereunder shall be made by airmail postage prepaid letter, telefax or
by telex, confirmed by letter to:

                  Christiania Bank og Kreditkasse,
                  New York Branch
                  11 West 42nd Street
                  New York, New York 10036
                  Attn:  Hans Kjelsrud
                  Tel No.:  (212) 827-4814
                  Fax No.:  (212) 827-4888


or at  such other address  as any such  party may designate  by notice  to the
others.

      Any  payments made pursuant  to the terms  hereof shall be  made to such
account  as may,  from  time  to  time,  be designated  by  the  Assignee  for
distribution  in accordance with the  Mortgages, the Credit  Agreement and the
other Credit Documents.

      THIS ASSIGNMENT SHALL  BE GOVERNED BY THE INTERNAL LAWS  OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO  PRINCIPLES OF CONFLICTS OF LAW.   THE ASSIGNOR
HEREBY  IRREVOCABLY  WAIVES ALL  RIGHTS  TO A  TRIAL  BY JURY  IN  ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF  OR RELATING TO THIS ASSIGNMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

      None  of the  terms and  conditions of this  Assignment may  be changed,
waived, modified  or varied  in any manner  whatsoever unless in  writing duly
signed by  the Assignor  and  the Assignee  (with the  consent  of either  the
Required Banks (as defined in the Credit Agreement) or, to the extent required
by Section 12.12 of the Credit Agreement, all of the Banks).

      In  the event  that the Insurance  Collateral or any  portion thereof is
sold in  connection  with a  sale  permitted by  Section  8.02 of  the  Credit
Agreement or is otherwise released at the direction of the  Required Banks (or
all  the  Banks,  to the  extent  required  by  Section  12.12 of  the  Credit
Agreement), the Assignee,  at the request  and expense of  the Assignor,  will
duly  assign, transfer and deliver to the Assignor (without recourse and with-
out  any representation  or warranty)  such of  the Insurance  Collateral (and
releases therefor) as is then being  (or has been) so sold or released  and as
may be in the possession of the Assignee and has not theretofore been released
pursuant  to this  Assignment.   At  any time  the Assignor  desires that  the
Insurance Collateral  or a  portion thereof be  released as  provided in  this
paragraph, the  Assignor shall deliver to the Assignee a certificate signed by
an Authorized Officer (as  defined in the Credit  Agreement) stating that  the
release of the Insurance  Collateral or portion thereof is  permitted pursuant
to this paragraph.

      The  Assignor  hereby  authorizes  the  Assignee  to  execute  and  file
Financing  Statements  (Form UCC-1)  and  amendments  thereto as  provided  in
Article 9 of the Uniform Commercial Code.


      IN WITNESS WHEREOF, the  Assignor has caused this Assignment  to be duly
executed the 30th day of April, 1996.


                                    READING & BATES DRILLING CO.


                                    By: ________________________
                                        Title:



                                                                ANNEX I       
                                                                  to          
                                                      Assignment of Insurances





                             NOTICE OF ASSIGNMENT


      Reading & Bates  Drilling Co. (the "Owner"),  the owner of  the Bahamian
flag offshore drilling  rig J.W. McLean (the "Rig"), HEREBY  GIVES NOTICE that
by a Collateral Assignment of Insurance  dated April 30, 1996 and made between
the Owner  and Christiania Bank og Kreditkasse, New York Branch, as Agent (the
"Assignee") for itself  and certain  other Banks (the  "Assignee"), the  Owner
assigned to  the Assignee all of the Owner's  right, title and interest in and
to all insurances and the benefit of all insurances now or hereafter taken out
in respect of the Rig.  This Notice of Assignment and the Loss Payable Clauses
attached hereto are  to be indorsed on all policies  and certificates of entry
evidencing such insurance.


                        READING & BATES DRILLING CO.

                        By                        
                           Title:


                             LOSS PAYABLE CLAUSES

                              Hull and War Risks


      Loss,  if  any, payable  to Christiania  Bank  og Kreditkasse,  New York
Branch, as Agent  for the Banks, for distribution  by it to said Banks  and to
Reading & Bates Drilling Co., Owner, as their respective interests may appear,
or order, except that,  unless Underwriters have been otherwise  instructed by
notice in writing from the Agent, in the case of any loss involving any damage
to the Rig or liability  of the Rig, the Underwriters may pay directly for the
repair, salvage, liability  or other charges involved or, if  the Owner of the
Rig shall  have repaired the damage  and paid the cost  thereof, or discharged
the liability or paid the salvage or other charges, then  the Underwriters may
pay the Owner  as reimbursement to the  extent the Owner has  paid the covered
loss.

      In the event of an actual or constructive total loss or a compromised or
arranged  total loss or requisition  of title, all  insurance payment therefor
shall be  paid to the  Agent, for distribution  by it  in accordance with  the
terms of the first preferred Bahamian mortgage relating to the Rig.



                           PROTECTION AND INDEMNITY

      Loss,  if  any, payable  to Christiania  Bank  og Kreditkasse,  New York
Branch, as Agent  for the  Banks for distribution  by it to  the Banks and  to
Reading & Bates Drilling Co., Owner, as their respective interests may appear,
or  order,  except that,  unless and  until  Underwriters have  been otherwise
instructed by notice in writing from the Agenty, any loss may be paid directly
to  the  person to  whom  the liability  covered  by this  insurance  has been
incurred, or to  the Owner of the Rig to reimburse  it for any loss, damage or
expenses incurred  by  it and  covered  by this  insurance,  provided that  in
respect of  any claim  in excess  of $1,000,000, the  Underwriters shall  have
first   received  evidence  that  the  liability   insured  against  has  been
discharged.