EXHIBIT 10.14

             TERMINATION OF CHARTER PAYMENTS AGREEMENT

       Agreement dated as of November 29, 1995 (the "Agreement")
  among Reading & Bates Corporation, a corporation organized and
  existing under  the laws  of  the State  of Delaware  ("RBC"),
  Reading &  Bates Drilling  Co.,  a corporation  organized  and
  existing  under the  laws of  the State  of Oklahoma  ("RBD"),
  Reading &  Bates Exploration Co., a  corporation organized and
  existing under the laws  of the State of Oklahoma  ("RBX") and
  Reading and Bates, Inc., a corporation organized and  existing
  under the laws of the State of Oklahoma ("RBI") (RBC, RBD, RBX
  and RBI being referred to collectively as the "Borrowers") and
  Internationale  Nederlanden Bank N.V.,  a company incorporated
  under the laws of The Netherlands (the "Lender").

                       W I T N E S S E T H:

       WHEREAS, the Lender and the Borrowers wish to  terminate,
  by mutual  agreement that Charter Payments  Agreement dated as
  of  September 30, 1991, as amended by Amendment No. 1 dated as
  of  June  30,  1992  (as so  amended,  the  "Charter  Payments
  Agreement") among the Borrowers and Lenders;

       NOW THEREFORE, in consideration of the above recitals and
  for  other good  and valuable  consideration, the  receipt and
  sufficiency of which is hereby acknowledged:

       The Borrowers and the Lender mutually agree to  terminate
  the Charter Payments Agreement, effective as of the date first
  written above  (the "Effective Date"), with  neither Borrowers
  nor  Lender having any  liability or  obligation to  the other
  under the Charter Payments Agreement after the Effective Date.

       All capitalized terms used herein but not defined  herein
  shall  have the meanings given to them in the Charter Payments
  Agreement.

       THIS AGREEMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
  ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

       IN WITNESS WHEREOF, the parties hereto have duly executed
  this Agreement as of the date first written above.

                                READING & BATES CORPORATION


                                By:                           
                                     Name:                    
                                     Title:                   


                                READING & BATES DRILLING CO.


                                By:                           
                                     Name:                    
                                     Title:                   


                                READING & BATES EXPLORATION CO.


                                By:                           
                                     Name:                    
                                     Title:                   


                                READING AND BATES, INC.


                                By:                           
                                     Name:                    
                                     Title:                   


                                INTERNATIONALE NEDERLANDEN BANK N.V.


                                By:                           
                                     Name:                    
                                     Title: