EXHIBIT 10.13

                         THORNTON ASSIGNMENT AGREEMENT

        THORNTON  ASSIGNMENT  AGREEMENT,  dated  as  Of  November 29,  1995,
  between  Internationale Nederlanden  Bank  N.V., a  corporation  organized
  under  the laws of  The Netherlands  (the "Assignor") and Reading  & Bates
  Offshore, Limited, a corporation  organized under the laws of the state of
  Oklahoma, U.S.A. (the "Assignee").

                              W I T N E S S E T H:

              WHEREAS,  The Connecticut  National Bank,  a  national banking
  association, as successor trustee  to The First National Bank of Boston, a
  national banking association, not in its individual capacity but solely as
  trustee  under the Trust  Agreement (the "Owner Trustee"),  has issued its
  15% Secured Notes due  December 7, 1999 (Reading & Bates "C.  E. Thornton"
  Equipment  Trust)  (the "Notes")  pursuant  to  the  Trust  Indenture  and
  Security Agreement, dated December  7, 1984, as amended and restated as of
  March  27, 1991  (the "Indenture"),  between the  Owner Trustee  and State
  Street Bank  and Trust  Company of  Connecticut,  National Association,  a
  national  banking  association,  as  trustee  thereunder  (the  "Indenture
  Trustee")  (capitalized  terms  used  herein  which  are  defined  in  the
  Indenture are used herein with the same meaning); and

              WHEREAS,  Assignee  desires  to  purchase  all  of  Assignor's
  rights, title and interest in and to  such Notes equivalent to the  future
  payment  of Alternative  Basic  Hire  (or Regular  Basic Hire)  under  the
  Charter;

              NOW THEREFORE,  in consideration  of the  mutual covenants and
  agreements hereinafter set forth, it is agree follows:

              1.    Assignment.   Assignor  hereby  sells to  Assignee,  and
  Assignee hereby purchases from  Assignor all  of Assignor's rights,  title
  and interest in and to the Notes (the "Assignment") for an aggregate price
  of USD 19,337,141.46  (less the principal portion of all  Charter Payments
  (as defined in the Charter Payments Guaranty) made with respect to the "C.
  E. THORNTON" Equipment Trust). 

              2.    Payments  on Assignment.   Assignor  shall  instruct the
  Indenture Trustee in compliance with  Section 2.04 of the Indenture to pay
  directly to Assignee all, payments of principal  and interest on the Notes
  held by such Holder to which the Assignment entitles Assignee.

              3.    No Recourse.   (a)  Assignor makes  no representation or
  warranty, and  shall have  no responsibility,  liability or  obligation to
  Assignee, with respect  to (i)  any statement, warranty  or representation
  made in or in connection with the Indenture or Charter, (ii) the financial
  condition  of  the  Owner Trustee,  Charterer,  any  of  their  respective
  affiliates, any guarantor or other person or entity, (iii) the performance
  or  observance  of  any  of the  terms,  covenants  or conditions  of  the
  Indenture  or  Charter,   (iv)  the  due  execution,  legality,  validity,
  enforceability, value, genuineness,  sufficiency, collectibility,  filing,
  recording  of or  with respect  to, or  taking of  any  other action  with
  respect to, the Indenture  or Charter or  any collateral therefor, or  (v)
  any other matter relating to the Owner Trustee, Charterer, any  guarantor,
  the Indenture, the Charter, any collateral therefor or any other  document
  not  specifically set forth herein.

              (b)   Assignor shall not  be deemed to be a trustee,  agent or
  other fiduciary for Assignee in connection with the Notes, the  Indenture,
  the Charter or any collateral therefor and shall not be liable to Assignee
  with respect to any error of judgment or anything Assignor  may do or omit
  to do  in relation  to  the Notes,  the Indenture  or the  Charter or  any
  collateral therefor.

              (c)   Assignor  shall have  no  obligation to  make  any claim
  against, or  to assert any  lien upon, any property of  the Owner Trustee,
  Charterer or any Guarantor, any of their respective affiliates, any  other
  guarantor or other person or to assert any offset thereagainst.

              5.    No Collateral.   Assignee shall have no  interest in any
  property taken by the Owner Trustee, the Indenture Trustee  or the Holders
  as collateral for  the Notes  or Regular Basic Hire  or Alternative  Basic
  Hire or any other loans  or extensions of credit made to or for Charterer,
  the owner  Participant, the Assignor or  any other person  or entity by an
  Assignor or any of its affiliates, or in any property which in any way may
  hereafter become collateral for or otherwise available for payment of  the
  Notes or Regular Basic Hire or Alternative Basic Hire.

              6.    No  Rights  Against  Owner-Trustee,  Indenture  Trustee,
  Charterer. etc.  Assignee  acknowledges that it does  not have, and agrees
  not to assert or seek to exercise as a result of the Assignment hereunder,
  any legal right or claim against the Owner Trustee, the Indenture Trustee,
  Charterer, the  Owner Participant,  the Holders or an  Guarantor or  other
  guarantor  with  respect  to  the  Indenture, the  Charter  or  the Notes,
  including, without  limitation, any right to  give instructions  under the
  Indenture to the Owner Trustee or the Indenture Trustee. 

              7.    Reimbursement for Expenses;  Indemnity.   To the  extent
  not  reimbursed  by Charterer,  and  without limiting  the  obligation  of
  Charterer to do  so, Assignee agrees to reimburse Assignor  for, indemnify
  Assignor against, and hold Assignor  harmless from, on demand, any and all
  liabilities, obligations, losses,  damages, penalties, actions, judgments,
  suits, costs, expenses or disbursements of any kind whatsoever that may at
  any time  be imposed on, incurred  by, or asserted  against Assignor  at a
  time  when  Assignee holds  any  Assignment in  any  way relating  to this
  Agreement, or any transactions contemplated hereby, or any action taken or
  omitted  to be taken by  Assignor under or  in connection with  any of the
  foregoing.  The covenants contained in this paragraph 7 shall survive ter-
  mination of this Agreement.

              8.    Representations.     Assignee  represents  that  it   is
  acquiring  each Assignment  solely  for  the purpose  of investment.    No
  transfer or further  assignment by Assignee shall relieve Assignee  of its
  obligations hereunder.

              9.    Governing Law.  This Agreement and the respective rights
  and  obligations  of  the  parties hereunder  shall  be  governed  by  and
  interpreted in accordance with the internal laws of the State of New York.

              10.   Consent  to Jurisdiction.   Each  of the  parties hereto
  hereby  irrevocably  and  unconditionally  submits  to  the  non-exclusive
  jurisdiction of the United States District Court for the Southern District
  of New York and (without waiving any right to removal to the United States
  District Court) any court of the State  of New York located in The City of
  New York in any action, suit or proceeding arising in connection with this
  Agreement  or   any  transaction  herein   or  therein  contemplated,  and
  irrevocably waives any objection which it may now or hereafter have to the
  laying of venue or  to the in personam and subject matter  jurisdiction of
  any such court in any such action,  suit or proceeding.  Assignee  further
  agrees  that an  such  final  judgment obtained  in  New York  shall  be a
  definitive, final and binding judgment upon it, and, to the maximum extent
  permitted by law, not subject to collateral attack by it.

              11.   Miscellaneous.  This Agreement shall be binding upon and
  inure  to the benefit of  the parties hereunder and their respective legal
  representatives, successors and assigns.   The descriptive headings of the
  several paragraphs of this Agreement are inserted for convenience only and
  form  no part  of this  agreement.   This Agreement  supersedes any  prior
  agreements, and  sets  forth the  entire agreement,  between Assignor  and
  Assignee  with  respect  to the  matters  covered  hereby and  may  not be
  modified or supplemented orally.  This Agreement may be executed in two or
  more counterparts, each of which shall be deemed an original, and it shall
  not be  necessary in making  proof thereof to produce or  account for more
  than one such counterpart.

              IN WITNESS WHEREOF, the parties have  caused these presents to
  be executed by their duly authorized officers the day and year first above
  written.

                                      INTERNATIONALE NEDERLANDEN BANK N.V.


                                      By:                               
                                            Name:                       
                                            Title:                      

                                      READING & BATES OFFSHORE, LIMITED


                                      By:                              
                                            Name:                      
                                            Title: