Exhibit 10.110 


                      COLLATERAL ASSIGNMENT OF INSURANCE


      RB  DRILLING  CO.,  an  Oklahoma  corporation  (hereinafter  called  the
"Assignor"),  the owner of the Panamanian registered offshore drilling rig Rig
41 (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  First Amendment, dated July 9,
1996,  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 9th day of July, 1996.


                                    RB DRILLING CO.



                                    By: ________________________
                                        Its:

                                                                ANNEX I       
                                                                  to          
                                                      Assignment of Insurances



                             NOTICE OF ASSIGNMENT


      RB Drilling Co. (the "Owner"), the owner of the Panamanian flag offshore
drilling rig  Rig 41  (the "Rig"),  HEREBY GIVES NOTICE  that by  a Collateral
Assignment of  Insurance dated July  9, 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.


                        RB DRILLING CO.



                        By                        
                           Its:



                             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 RB
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 Panamanian 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 RB
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 Agent, 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.