Exhibit 10.156

                      ASSIGNMENT OF RECORD TITLE INTEREST

UNITED STATES OF AMERICA
OUTER CONTINENTAL SHELF
OFFSHORE LOUISIANA
                                  WITNESSETH:

THAT, SANTA FE ENERGY RESOURCES, INC., a  Delaware corporation, the address of
which  is 1616 South Voss, Suite  1000, Houston, Texas 77057 ( Assignor ), for
valuable  consideration,  the  receipt  and sufficiency  of  which  is  hereby
acknowledged,  does  hereby grant,  convey,  assign, transfer  and  deliver to
READING & BATES DEVELOPMENT  CO., a Delaware corporation, the address of which
is  901 Threadneedle,  Houston,  Texas 77079-2902  ( Assignee ), an  undivided
fifty percent (50.00000%) record title interest (the  Interest ) in and to the
following described Oil and Gas Lease (hereinafter the  Lease ), to wit:

      Oil and Gas  Lease of  Submerged Lands under the Outer Continental
      Shelf  Lands  Act,  bearing  Serial  No.  OCS-G  16568,  effective
      September  1,  1996 covering  all of  Block  787, Ewing  Bank, OCS
      Official Protraction Diagram, NG  15-12,  containing approximately
      4692.21 acres, more or less.

TO  HAVE AND  TO HOLD  the Interest  in and  to the  Lease unto  Assignee, its
successors and  assigns, together with  all rights and  privileges appurtenant
thereto, subject to and in accordance with all the terms and provisions of the
Lease.

This  Assignment  is  made without  warranty  of  title,  express, implied  or
statutory,  except  as  to persons  lawfully  claiming  by,  through or  under
Assignor, but not  otherwise; however, Assignee shall  have the right of  full
substitution and  subrogation, to the extent assignable, in and to any and all
rights  and  actions  in   warranty  which  Assignor  may  have   against  its
predecessors in title.

This Assignment  is made by Assignor  and accepted by Assignee  subject to all
the  terms and  conditions  of  that  certain  Participation  Agreement  dated
December 4,  1996.  Assignor warrants that the Interest  is not subject to any
liens or  encumbrances other than  Lessor s royalty and  that lease bonus  and
delay rentals have been paid to date.

The terms and conditions of this Assignment  shall inure to the benefit of and
be  binding  upon  the parties  hereto  and  their  respective successors  and
assigns.

This  Assignment is made effective December 11,  1996, subject to the approval
by  the Minerals Management Service, United States Department of the Interior,
pursuant to 30 CFR 256.

IN WITNESS WHEREOF, this  Assignment is executed as of the  dates shown in the
respective acknowledgments  of  the  parties hereto,  but  effective  for  all
purposes as of December 11, 1996.

                                     ASSIGNOR: 

 Witnesses:                          SANTA FE ENERGY RESOURCES, INC.



                                     By:         A. T. McCarroll
                                     Title:      Division Manager, Exploration
                                                 Gulf Division

                                     ASSIGNEE:

 Witnesses:                          READING & BATES DEVELOPMENT CO.

                                     By:     Wayne K. Hillin 
                                     Title:  Secretary