Exhibit 10.14

                            GUARANTY AGREEMENT
                             (Reading & Bates)

      THIS GUARANTY AGREEMENT (this "Guaranty") is dated as of November 10,
1997  and  is  by  READING & BATES CORPORATION ("R&B  Corp."),  a  Delaware
corporation,  READING  & BATES DRILLING CO. ("R&B Drilling"),  an  Oklahoma
corporation,  READING  &  BATES EXPLORATION  CO.  ("R&B  Exploration"),  an
Oklahoma  corporation, READING & BATES (A) PTY. LTD.  ("R&B  (A)  Pty"),  a
Western Australian corporation, READING AND BATES BORNEO DRILLING CO., LTD.
("RB  Borneo"), an Oklahoma corporation, READING & BATES OFFSHORE,  LIMITED
("R&B  Offshore"), an Oklahoma corporation, and RB RIG CORPORATION  ("RB"),
an   Oklahoma  corporation  (each,  a  "Guarantor"  and  collectively,  the
"Guarantors"),  is in favor of BANK OF AMERICA NATIONAL TRUST  AND  SAVINGS
ASSOCIATION, as administrative agent (in such capacity, the "Administrative
Agent")  for  its benefit and for the ratable benefit of the  Documentation
Agent  and the financial institutions (the "Banks") now or hereafter  party
to that certain Credit Agreement dated as of November 10, 1997 (as the same
may be amended, modified or restated from time to time and at any time, the
"Credit  Agreement"), among DEEPWATER DRILLING II L.L.C  (the  "Borrower"),
the Banks, the Administrative Agent, and NATIONAL WESTMINSTER BANK Plc,  as
Documentation Agent.

                           W I T N E S S E T H:

     WHEREAS, pursuant to the terms of the Credit Agreement, the Banks have
agreed to extend credit to the Borrower;

      WHEREAS,  the obligation of the Banks to extend credit is conditioned
upon,  among other things, the execution and delivery by the Guarantors  of
this Guaranty;

      WHEREAS, R&B Corp., through its wholly-owned indirect subsidiary,  RB
Deepwater Exploration II Inc. ("R&BII"), owns a sixty percent (60%)  equity
interest  in  the  Borrower, and the other Guarantors  parties  hereto  are
wholly-owned subsidiaries of R&B Corp.;

      WHEREAS, the Guarantors are members of the same consolidated group of
companies; and

     WHEREAS,  the Borrower was formed for the purposes of constructing and
operating the Drillship (and for the other incidental purposes set forth in
the  Limited Liability Company Agreement pursuant to which the Borrower was
formed),  and  it is intended that the Drillship will be used  in  part  in
connection with the exploration or development activities of  R&B Corp. and
its  subsidiaries,  and therefore, the Guarantors will  derive  substantial
direct and indirect economic benefit from the extensions of credit pursuant
to the Credit Agreement;

     NOW, THEREFORE, (i) in consideration of the premises and to induce the
Banks to enter into the Credit Agreement and to extend credit, (ii) at  the
special  insistence and request of the Administrative Agent and the  Banks,
and  (iii)  for  other  good and valuable consideration,  the  receipt  and
sufficiency  of  which  are hereby acknowledged, each  Guarantor,  for  the
benefit of the Administrative Agent, the Documentation Agent and the Banks,
hereby agrees as follows:

     Section 1.     Defined Terms.

          (a)  Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined.
          
          (b)   The following terms used herein shall have the meanings set
forth below:
          "Consolidated Capital Expenditures" shall mean, for  any  period,
     the aggregate of all expenditures (whether paid in cash or accrued  as
     liabilities  and  including  in all events  all  amounts  expended  or
     capitalized  under Capital Leases) by R&B Corp. and  its  subsidiaries
     during  that period that, in conformity with GAAP, are or are required
     to  be  included in the property, plant or equipment reflected in  the
     consolidated balance sheet of R&B Corp. and its subsidiaries; provided
     that Consolidated Capital Expenditures shall in any event include  the
     purchase  price paid in connection with the acquisition of any  Person
     (including through the purchase of all of the capital stock  or  other
     ownership interests of such Person or through merger or consolidation)
     to the extent allocable to "drilling and other property and equipment;
     provided  further, that Consolidated Capital Expenditures  shall  only
     include  the amount thereof actually paid in cash during such  period.
     As  used  in this definition, "Capital Lease" means any lease  of  any
     property by a Person, which, in conformity with GAAP, is accounted for
     as a capital lease on the balance sheet of such Person.
          
          "Guarantor  Default" means any event or circumstance which,  with
     the  giving of notice, the lapse of time, or both, would (if not cured
     or remedied during such time) constitute a Guarantor Event of Default.
          
          "R&B   Credit   Amendment"  means  any  amendment,  modification,
     replacement,  termination (a "change") of any terms of  any  documents
     governing  the  R&B  Credit  Facility  if,  in  the  opinion  of   the
     Administrative  Agent (acting upon direction of the  Majority  Banks),
     such  change could be construed to have a material adverse  effect  on
     the Majority Banks.
          
          "R&B Credit Facility" means (a) the credit arrangements evidenced
     by  the Amended and Restated Credit Agreement dated as of July 3, 1997
     among  Reading & Bates Corporation, Reading & Bates Drilling  Co.  and
     the  Documentation Agents, and the Administrative Agent, Arranger  and
     Security  Trustee  therein named, as the same may be  further  amended
     (with  the consent of the Majority Banks, if such consent is  required
     pursuant  to  Section  7(b)  of this Guaranty),  and  (b)  any  credit
     arrangement  or  Indebtedness entered into  or  incurred  in  renewal,
     extension, replacement or restatement thereof.
          
          "Subsidiary Guarantors" means R&B Drilling, R&B Exploration,  R&B
     (A)  Pty., RB Borneo, R&B Offshore, and RB, and each other direct  and
     indirect subsidiary of R&B Corp. that becomes a party to this Guaranty
     Agreement.

     Section 2.     Guaranty.

             (a)    Each   Guarantor   hereby,   jointly   and   severally,
unconditionally  and  irrevocably, guarantees the  prompt  performance  and
payment  in  full  in  Dollars when due (whether  at  stated  maturity,  by
acceleration  or otherwise) of the Obligations, and each Guarantor  further
agrees  to pay all costs, fees and expenses (including, without limitation,
counsel  fees  of  outside  counsel, and the  allocated  cost  of  in-house
counsel) incurred by the Administrative Agent or any Bank in enforcing  any
rights under this Guaranty.

           (b)   Notwithstanding  anything herein  or  in  any  other  Loan
Document to the contrary, the maximum aggregate liability of the Guarantors
under  this Guaranty at any time shall not exceed an amount equal to  sixty
percent  (60%)  of  the dollar amount of the Obligations then  outstanding.
Such  amount shall be calculated without giving effect to payments made  by
any  guarantor  of  any  part of the Obligations  other  than  payments  by
Guarantors who are parties to this Guaranty.

     Section 3.     Guaranty Absolute.

           (a)  The obligations of the Guarantors hereunder are those of  a
primary  obligor,  and  not merely a surety, and  are  independent  of  the
Obligations.   A separate action or actions may be brought against  one  or
more  Guarantors whether or not an action is brought against the  Borrower,
any  other  guarantor  or other obligor in respect of  the  Obligations  or
whether  the Borrower, any other guarantor or any other obligor in  respect
of the Obligations are joined in any such action or actions.

           (b)   Subject to the limitation set forth in Section 2(b) above,
each  Guarantor guarantees that the Obligations will be paid and  performed
strictly in accordance with the terms of the Credit Agreement and the other
Loan  Documents regardless of any law, regulation or order now or hereafter
in  effect in any jurisdiction affecting any of such terms or the rights of
the Administrative Agent or the Banks with respect thereto.  Each Guarantor
agrees  that its guarantee constitutes a guarantee of payment when due  and
not  of  collection.  The liability of each Guarantor under  this  Guaranty
shall be absolute and unconditional irrespective of:

             (i)      any  lack of genuineness, validity, legality  or
     enforceability of the Credit Agreement, any other  Loan  Document
     or  any  other document, agreement or instrument relating thereto
     or any assignment or transfer of any thereof;
     
           (ii)     any change in the time, manner or place of payment
     of,  or  in  any  other term of, all or any  of  the  Obligations
     (including,  without limitation, the possible  extension  of  the
     Revolving  Termination Date and increase of  the  amount  of  the
     Commitments  all  on the terms and conditions set  forth  in  the
     Credit   Agreement),  or  any  waiver,  indulgence,   compromise,
     renewal,  extension,  amendment, modification  of,  or  addition,
     consent,  supplement  to, or consent to departure  from,  or  any
     other  action  or  inaction under or in respect  of,  the  Credit
     Agreement  or any other Loan Document or any document, instrument
     or  agreement relating to the Obligations or any other instrument
     or agreement referred to therein or any assignment or transfer of
     any thereof;
     
           (iii)      any  release  or partial release  of  any  other
     guarantor or other obligor in respect of the Obligations;
     
            (iv)      any exchange, release or non-perfection  of  any
     collateral for all or any of the Obligations, or any release,  or
     amendment  or  waiver  of,  or consent  to  departure  from,  any
     guaranty or security, for all or any of the Obligations;
     
             (v)      any  furnishing of any security for any  of  the
     Obligations;
     
             (vi)      the  liquidation,  bankruptcy,  insolvency   or
     reorganization  of  the Borrower, any other  guarantor  or  other
     obligor  in  respect of the Obligations or any action taken  with
     respect  to this Guaranty by any trustee or receiver, or  by  any
     court, in any such proceeding;
     
            (vii)       any   modification  or  termination   of   any
     intercreditor or subordination agreement pursuant  to  which  the
     claims  of other creditors of the Borrower or the Guarantors  are
     subordinated to those of the Banks; or
     
           (viii)     any  other  circumstance which  might  otherwise
     constitute  a  defense  available to, or  a  legal  or  equitable
     discharge of, the Borrower or any Guarantor.

           (c)   This  Guaranty  shall  continue  to  be  effective  or  be
reinstated,  as  the case may be, if at any time payment or performance  of
the  Obligations, or any part thereof, is, upon the insolvency,  bankruptcy
or reorganization of the Borrower or any Guarantor or otherwise pursuant to
applicable  law,  rescinded  or reduced in  amount  or  must  otherwise  be
restored or returned by the Administrative Agent or any Bank, all as though
such payment or performance had not been made.

           (d)   If  an  event permitting the acceleration of  any  of  the
Obligations  shall  at any time have occurred and be  continuing  and  such
acceleration  shall  at such time be prevented by reason  of  the  pendency
against  the  Borrower  of  a case or proceeding under  any  bankruptcy  or
insolvency  law, each Guarantor agrees that, for purposes of this  Guaranty
and its obligations hereunder, the Obligations shall be deemed to have been
accelerated and, subject to the limitation set forth in Section 2(b) above,
the  Guarantors,  jointly  and  severally,  agree  to  forthwith  pay  such
Obligations  (including, without limitation, interest  which  but  for  the
filing  of  a  petition in bankruptcy with respect to the  Borrower,  would
accrue  on such Obligations), and the other obligations hereunder,  without
any further notice or demand.

      Section  4.      Waivers.  Each Guarantor hereby  waives  promptness,
diligence,  notice  of  intention to accelerate,  notice  of  acceleration,
notice  of acceptance and any and all other notices with respect to any  of
the   Obligations   and  this  Guaranty  and  any  requirement   that   the
Administrative  Agent or any Bank protect, secure, perfect  or  insure  any
security interest in or any Lien on any property subject thereto or exhaust
any  right or take any action against the Borrower, any other guarantor  or
any  other  Person or any collateral or security or to any balance  of  any
deposit  accounts  or  credit on the books of any  Bank  in  favor  of  the
Borrower or any Guarantor.

      Section  5.     Subrogation.  Each Guarantor agrees that it will  not
exercise   any   rights  of  subrogation,  reimbursement  or  contribution,
contractual  statutory  or  otherwise  which  it  may  acquire  by  way  of
subrogation  under  this Guaranty, by any payment hereunder  or  otherwise,
until  all  of  the  Obligations have been paid in full  in  cash  and  all
Commitments have terminated.

       Section   6.      Representations  and  Warranties.   The  following
representations and warranties are hereby made to the Administrative  Agent
and the Banks:

           (a)   R&B Corp. represents and warrants that it is a corporation
duly organized, validly existing and in good standing under the laws of the
State  of  Delaware.  Each Subsidiary Guarantor (other than  R&B  (A)  Pty)
represents  and  warrants that it is a corporation duly organized,  validly
existing and in good standing under the laws of the State of Oklahoma.  R&B
(A)  Pty represents and warrants that it is a company duly incorporated and
existing  under  the  laws  of  the State  of  Western  Australia  and  the
Commonwealth of Australia, and that its registered office is located at  66
Kings Park Road, West Penn, Western Australia.

          (b)  Each Guarantor represents and warrants that it:  (i) is duly
qualified as a foreign corporation and in good standing under the  laws  of
each  jurisdiction  where qualification or licensing  is  required  by  the
nature  of its business except where the absence of such qualification  has
no  reasonable  likelihood  of  having a Material  Adverse  Effect  on  the
business, properties, assets or conditions (financial or otherwise) of such
Guarantor;  (ii)  has all requisite corporate power and authority  and  the
legal  right  to own, pledge, mortgage and operate its properties,  and  to
conduct its business as now or currently proposed to be conducted; (iii) is
in compliance with its certificate of incorporation and bylaws; (iv) is not
in  default under any material agreement; and (v) is in compliance with all
applicable law except if such noncompliance has no reasonable likelihood of
having  a  Material Adverse Effect on the business, operations, properties,
assets  or conditions (financial or otherwise) of such Guarantor or on  its
ability to perform its obligations under this Guaranty.

           (c)   Each Guarantor represents and warrants that the execution,
delivery, and performance by such Guarantor of this Guaranty (i) are within
such  Guarantor's corporate powers; (ii) have been duly authorized  by  all
necessary  corporate  action;  (iii) do  not  contravene  such  Guarantor's
certificate  of  incorporation or bylaws; and (iv)  do  not  result  in  or
require  the  creation  of any Lien upon or with  respect  to  any  of  its
properties.

          (d)  Each Guarantor represents and warrants that no authorization
or  approval  or  other action by, and no notice to  or  filing  with,  any
Governmental  Authority  is required for the due  execution,  delivery  and
performance by such Guarantor of this Guaranty.

          (e)  Each Guarantor represents and warrants that this Guaranty is
a legal, valid and binding obligation of such Guarantor enforceable against
such  Guarantor in accordance with its terms, except as enforcement may  be
limited  by  applicable bankruptcy, insolvency or similar laws relating  to
creditors'  rights  generally, as such laws would apply  in  the  event  of
bankruptcy,  insolvency or other similar occurrence with  respect  to  such
Guarantor,  and  except as may be limited by equitable principles  (whether
enforcement is sought in equity or law).

           (f)   Each  Guarantor represents and warrants that there  is  no
pending or threatened action or proceeding affecting such Guarantor  before
any Governmental Authority which has any reasonable likelihood of having  a
Material Adverse Effect on the business, operations, properties, assets  or
conditions (financial or otherwise) of such Guarantor, the Liens created by
any  Loan  Document  or  the  ability of  such  Guarantor  to  perform  its
obligations under this Guaranty.

            (g)    R&B  Corp.  represents  and  warrants  that:   (i)   the
consolidated  financial statements of R&B Corp. and its subsidiaries  dated
December  31,  1996, and the related consolidated statements of  income  or
operations, shareholders' equity and cash flows for the fiscal  year  ended
on  that  date, and its unaudited financial statements dated September  30,
1997:   (A)  were  prepared  in accordance with GAAP  consistently  applied
throughout the period covered thereby, except as otherwise expressly  noted
therein,  subject  to ordinary, good faith year-end audit adjustments;  and
(B)   fairly  present  the  financial  condition  of  R&B  Corp.  and   its
subsidiaries  as  of  the date thereof and results of  operations  for  the
period  covered thereby; and (ii) since September 30, 1997, there has  been
no Material Adverse Effect with respect to R&B Corp.

     Section 7.     Certain Covenants.

          (a)   Information  Covenants.  R&B Corp.  shall  deliver  to  the
Administrative Agent, in form and detail satisfactory to the Administrative
Agent and the Majority Banks, with sufficient copies for each Bank:
          
                 (i)    Annual  Financial  Statements.   As  soon   as
     available,  but  not later than 90 days after  the  end  of  each
     fiscal  year,  a copy of the consolidated balance  sheet  of  R&B
     Corp.  and  its subsidiaries as at the end of such year  and  the
     related  consolidated statements of operations and of cash  flows
     for  such  year,  including the amount  of  Consolidated  Capital
     Expenditures   made  during  such  fiscal  year,  setting   forth
     comparative  consolidated figures for the previous  fiscal  year,
     and   accompanied  by  the  opinion  of  a  nationally-recognized
     independent public accounting firm ("Independent Auditor")  which
     report  shall  state that such consolidated financial  statements
     present  fairly the financial position for the periods  indicated
     in  conformity with GAAP applied on a basis consistent with prior
     years.  Such opinion shall not be qualified or limited because of
     a restricted or limited examination by the Independent Auditor of
     any material portion of the subject companies;

                (ii)  Quarterly  Financial  Statements.   As  soon  as
     available,  but not later than 45 days after the end of  each  of
     the  first three fiscal quarters of each fiscal year, a  copy  of
     the  unaudited  consolidated balance sheet of R&B Corp.  and  its
     subsidiaries  as  of  the  end of such quarter  and  the  related
     consolidated statements of operations and of cash flows  for  the
     period and for the elapsed portion of the fiscal year ended  with
     the  last  day of such quarterly period, including the amount  of
     Consolidated  Capital Expenditures made during such quarter,  and
     in  each  case setting forth the comparative consolidated figures
     for the related period in the prior fiscal year, and certified by
     the  chief financial officer or controller of R&B Corp. as fairly
     presenting, in accordance with GAAP, subject to changes resulting
     from audit and normal year-end audit adjustments;

                (iii)     Rig Status Report.  As soon as available and
     in  any  event within 60 days after the end of each of the  first
     three fiscal quarters of R&B Corp., and within 90 days after  the
     end  of the fourth fiscal quarter, a report (in the same form  as
     provided  to the lenders pursuant to the documents governing  the
     R&B  Credit Facility) detailing (i)(A) the then current  location
     of  each  of  the offshore drilling rigs owned or leased  by  R&B
     Corp.  and  its Subsidiaries, (B) the then current  term  of  and
     parties  to any contract of any such offshore drilling  rig,  and
     (C)  the then current day rate with respect to any such contract,
     and  (ii) for the previous fiscal quarter, the average day  rates
     and utilization for each such offshore drilling rig;
     
                (iv)  Forecast; etc.  Not more than 60 days after  the
     commencement of each  fiscal year of R&B Corp., a forecast  which
     includes  an  income  statement,  balance  sheet  and  cash  flow
     statement  of R&B Corp. for each of the four fiscal  quarters  of
     such  fiscal  year, including a breakdown of revenues,  operating
     expenses,   utilizations  and  Consolidated  Capital  Expenditure
     assumptions for each offshore drilling rig owned or leased by R&B
     Corp. and its subsidiaries;
     
                (v)   Compliance  Certificate.  At  the  time  of  the
     delivery  of  the financial statements provided for  in  Sections
     7(a)(i)  and (ii), a certificate signed by a Responsible  Officer
     of  R&B  Corp.,  stating that (A) the financial statements  being
     delivered present fairly the financial position of R&B  Corp.  as
     of  the date thereof, (B) as of the date of such certificate,  no
     Guarantor Default or Guarantor Event of Default exists (or if  it
     does  exist, an explanation of same and of the action  R&B  Corp.
     intends  to  take  to  remedy same), (C) the representations  and
     warranties of the Guarantors set forth in this Guaranty are  true
     and  correct  in  all material respects as of the  date  of  such
     certificate except those which relate solely to an earlier  date,
     (D)  as  of  the date of such certificate, no actions,  suits  or
     proceedings  are pending or, to the best knowledge of  R&B  Corp.
     threatened,  at  law,  in equity, in arbitration  or  before  any
     Government  Authority,  against any Guarantor  or  any  of  their
     respective  properties which:  (x) purport to or do restrain  the
     performance   by  a  Guarantor  under  this  Guaranty,   or   (y)
     individually or in the aggregate, could reasonably be expected to
     have a Material Adverse Effect with respect to R&B Corp. and  its
     subsidiaries  taken as a whole, and (E) since  the  date  of  the
     financial statements being delivered, there has been no  Material
     Adverse  Effect  with respect to R&B Corp. and  its  subsidiaries
     taken as a whole;
     
                (vi) SEC Reports.  Promptly upon transmission thereof,
     copies of any material filings and registration with, and reports
     to,  the SEC by R&B Corp. or its subsidiaries and copies  of  all
     financial  statements, proxy statements, notices and  reports  as
     R&B  Corp.  or  any of its subsidiaries shall generally  send  to
     analysts  or all holders of their capital stock in their capacity
     as  such  holders  (in  each case to the extent  not  theretofore
     delivered to the Banks pursuant to this Guaranty); and

                 (vii)      Additional  Information.   Promptly,  such
     additional  information  regarding  the  business,  financial  or
     corporate  affairs  of  any Guarantor or any  subsidiary  of  any
     Guarantor  as any Bank, acting through the Administrative  Agent,
     may from time to time reasonably request.
          
          (b)   Amendments to R&B Credit Agreement.  Prior to  agreeing  to
any R&B Credit Amendment, R&B Corp. and R&B Drilling Co. agree to deliver a
copy thereof to the Administrative Agent.  R&B Corp. and R&B Drilling agree
not  to  consent  to or permit any R&B Credit Amendment without  the  prior
written  consent  of  the Majority Banks acting through the  Administrative
Agent.

      Section 8.     Further Assurances.  Each Guarantor agrees that at any
time  and  from  time  to  time, at the expense  of  such  Guarantor,  such
Guarantor  will  promptly execute and deliver all further  instruments  and
documents, and take all further action, that may be necessary or desirable,
as   the  Administrative  Agent  may  reasonably  request,  to  enable  the
Administrative Agent to protect and to exercise and enforce its rights  and
remedies hereunder.

      Section 9.     Application of Payments.  Any payment received by  the
Administrative Agent from a Guarantor (or from any Bank pursuant to Section
14 below), shall be applied by the Administrative Agent as follows:

                First,  to  the  payment  of  costs  and  expenses  of
     collection   and  all  expenses  (including  without   limitation
     Attorney Costs), liabilities and advances made or incurred by the
     Administrative Agent in connection therewith;
     
                Next,  to  the  Banks  pro rata,  based  on  the  then
     outstanding amount of the Obligations owed to each in payment  in
     full of the Obligations; and
     
                Finally, after payment in full of all Obligations  and
     the   termination  of  the  Commitments,  the  payment   to   the
     Guarantors, or their successors and assigns, or to whomsoever may
     be  lawfully  entitled  to receive the same  or  as  a  court  of
     competent  jurisdiction may direct, of any surplus then remaining
     from such proceeds;
     
provided, however, that nothing contained in this Section 9 shall expand or
modify  the  limitation on the Guarantor's liability set forth  in  Section
2(b) of this Guaranty.
     
       Section   10.      Decisions  Relating  to  Exercise  of   Remedies.
Notwithstanding   anything  in  this  Guaranty   to   the   contrary,   the
Administrative Agent may exercise, and at the request of the Majority Banks
shall exercise or refrain from exercising, all rights and remedies provided
for herein and provided by law.

       Section  11.     No  Waiver.   No  failure  on  the  part   of   the
Administrative  Agent or any Bank to exercise, and no delay in  exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single
or  partial  exercise of any right hereunder preclude any other or  further
exercise  thereof or the exercise of any other right.  The remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

      Section  12.     Amendments,  Etc.  No amendment  or  waiver  of  any
provision  of this Guaranty, nor consent to any departure by any  Guarantor
herefrom,  shall  in any event be effective unless the  same  shall  be  in
writing and signed, in the case of amendments, by the Guarantors and by the
Administrative Agent (acting with the consent of the Majority Banks or  all
the  Banks,  as  may be required pursuant to Section 10.01  of  the  Credit
Agreement)  and,  in  the case of consent or waiver, by the  Administrative
Agent  (acting with the consent of the Majority Banks or all the Banks,  as
may be required pursuant to Section 10.01 of the Credit Agreement) and then
such  amendment, waiver or consent shall be effective only in the  specific
instance and for the specific purpose for which made or given.

       Section   13.      Notices.   All  notices,   requests   and   other
communications  provided for hereunder shall be in  writing  and  given  as
provided in Section 10.02 of the Credit Agreement.  The address for notices
to  Guarantors shall be the address set forth below its signature  to  this
Guaranty, or such other address as shall be designated by Guarantor(s) in a
written notice to the Administrative Agent.

     Section 14.    Right to Set-off.

           (a)  Upon the occurrence and during the continuance of any Event
of  Default  under the Credit Agreement, each Bank is hereby authorized  at
any time and from time to time, to the fullest extent permitted by law,  to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at  any  time
owing  by  such  Bank to or for the credit or the account of any  Guarantor
against any and all of the Obligations (subject to the limitation set forth
in Section 2(b) above), irrespective of whether or not such Bank shall have
made  any demand under this Guaranty and although such Obligations  may  be
contingent  and  unmatured.   Each Bank which  sets-off  pursuant  to  this
Section 14(a) shall give prompt notice to the applicable Guarantor and  the
Administrative  Agent following the occurrence thereof; provided  that  the
failure to give such notice shall not affect the validity of the set-off.

           (b)  Any payment obtained pursuant to Section 14(a) above (or in
any other manner directly from any Guarantor) by any Bank shall be remitted
to  the  Administrative Agent and distributed among the Banks in accordance
with the provisions of Section 9 above.

      Section  15.     Continuing Guaranty.  This Guaranty is a  continuing
guaranty  and  shall  (a)  remain  in  full  force  and  effect  until  the
indefeasible  payment  (after the termination of the Commitments)  in  full
(subject  to  Section 2(b) above) of the Obligations and all other  amounts
payable  under  this  Guaranty; (b) be binding  upon  each  Guarantor,  its
successors  and assigns; and (c) inure to the benefit of the Administrative
Agent,  the Banks and their respective successors, transferees and assigns.
Without  limiting the generality of the foregoing clause (c), any Bank  may
assign  or  otherwise transfer its rights and obligations under the  Credit
Agreement  to any other Person or entity, and such other Person  or  entity
shall  thereupon  become vested with all the benefits  in  respect  thereof
granted  to  the Bank herein or otherwise, all as provided in, and  to  the
extent set forth in, Sections 10.07 and 10.08 of the Credit Agreement.

     Section 16.    Subordination of the Credit Parties' Obligations to the
Guarantor.   Each Guarantor hereby expressly covenants and agrees  for  the
benefit of the Administrative Agent and the Banks that all obligations  and
liabilities  of  the  Borrower and all obligations and liabilities  of  all
other   guarantors  of  the  Obligations  (or  any  part  thereof)  ("Other
Guarantors"),   to   such  Guarantor  ("Such  Guarantor")   of   whatsoever
description  (including,  without limitation, all rights  of  contribution)
(the  "Subordinated Obligations") shall be subordinated and junior in right
of  payment  to the Obligations.  In the case of any Insolvency  Proceeding
wherein  the obligor of Subordinated Obligations (an "Obligor") is  debtor,
the  Obligor  and  any assignee, trustee in bankruptcy, receiver  or  other
similar  Person,  debtor  in possession or other Person(s)  in  charge  are
hereby directed to pay to the Administrative Agent (for the benefit of  the
Banks)  the full amount of the Obligations (including interest to  date  of
payment and including without limitation interest accrued after the  filing
of  a  petition  initiating  an Insolvency Proceeding)  before  making  any
payment  in respect of the Subordinated Obligations to Such Guarantor,  and
insofar as may be necessary for that purpose, Such Guarantor hereby assigns
and  transfers  to  the Administrative Agent all rights to  such  payments.
Notwithstanding the foregoing provisions of this Section 16:

     (a)  with  respect to obligations and liabilities of the  Borrower  to
          Such Guarantor ("Borrower/Guarantor Obligations"), Such Guarantor
          may receive payments in respect of Borrower/Guarantor Obligations
          so long as there has not occurred a Default or Event of Default;
     
     (b)  with  respect to obligations and liabilities of one more  of  the
          Guarantors   hereunder  to  Such  Guarantor  ("R&B  Intra-Company
          Obligations"), Such Guarantor may receive payments in respect  of
          R&B  Intra-Company Obligations so long as there has not  occurred
          an  Event  of  Default  and there is not pending  any  Insolvency
          Proceeding  involving as debtor the Obligor  of  the  R&B  Intra-
          Company Obligations;
     
     (c)  with respect to obligations and liabilities of one or more of the
          Other  Guarantors  who  are  not  signatories  to  this  Guaranty
          ("Unrelated  Guarantors") which obligations  or  liabilities  are
          related  to  the Borrower, the Drillship, or R&BII's interest  in
          the  Borrower ("Drillship-Related R&B/Conoco Obligations"),  Such
          Guarantor  may  receive payments in respect of  Drillship-Related
          R&B/Conoco  Obligations so long as there has been no acceleration
          of  the  Obligations under the Credit Agreement and there is  not
          pending  any  Insolvency  Proceeding  involving  as  debtor   the
          Borrower  or  the  Obligor  of the Drillship-Related  R&B  Conoco
          Obligations; and
     
     (d)  obligations  and  liabilities  of Unrelated  Guarantors  to  Such
          Guarantor,  if such obligations and liabilities are unrelated  to
          the   Borrower   and   the   Drillship   ("Unrelated   R&B/Conoco
          Obligations"),  shall not be subject to the  provisions  of  this
          Section 16.

If  Such Guarantor shall receive any payment in respect of the Subordinated
Obligations  in contravention of the terms of this Section,  such  payments
shall  be  collected  and received by Such Guarantor  as  trustee  for  the
Administrative  Agent  and the Banks and paid over  to  the  Administrative
Agent and the Banks on account of the Obligations.

     Section 17.    Severability; Entire Agreement.

           (a)   If  for any reason any provision or provisions hereof  are
determined to be invalid and contrary to any existing or future  law,  such
invalidity  shall not impair the operation of or affect those  portions  of
this Guaranty which are valid.

           (b)   This  Guaranty,  together with the other  Loan  Documents,
embodies the entire agreement and understanding among the Guarantor and the
other  parties  to  the  Loan  Documents,  and  supersedes  all  prior   or
contemporaneous  agreements and understandings of such Persons,  verbal  or
written, relating to the subject matter hereof and thereof.

     Section 18.    Taxes.

           (a)   Any  and all payments by a Guarantor to each Bank  or  the
Administrative Agent under this Guaranty and any other Loan Document  shall
be  made  free and clear of, and without deduction or withholding for,  any
Taxes.   In addition, each Guarantor shall pay all Other Taxes with respect
to amounts owed by it.

           (b)   If  a  Guarantor shall be required by  law  to  deduct  or
withhold any Taxes, Other Taxes or Further Taxes from or in respect of  any
sum  payable hereunder to any Bank or the Administrative Agent,  then:  (i)
the  sum  payable shall be increased as necessary so that after making  all
required deductions and withholdings (including deductions and withholdings
applicable to additional sums payable under this Section) such Bank or  the
Administrative Agent, as the case may be, receives an amount equal  to  the
sum  it  would  have  received had no such deductions or withholdings  been
made;  (ii)  such  Guarantor shall make such deductions  and  withholdings;
(iii) such Guarantor shall pay the full amount deducted or withheld to  the
relevant  taxing authority or other authority in accordance with applicable
law;  and  (iv)  such  Guarantor  shall  also  pay  to  each  Bank  or  the
Administrative Agent for the account of such Bank, at the time interest  is
paid,   all  additional  reasonable  amounts  which  the  respective   Bank
specifies,  in  a Certificate Regarding Taxes (as defined in Section  18(e)
below)  as  necessary to preserve the after-tax yield the Bank  would  have
received if such Taxes, Other Taxes or Further Taxes had not been imposed.

           (c)   Each Guarantor agrees to indemnify and hold harmless  each
Bank and the Administrative Agent for the full amount of Taxes, Other Taxes
and  Further Taxes in the amount that the respective Bank specifies,  in  a
Certificate  Regarding  Taxes  (as  defined  in  Section  18(e)  below)  as
necessary  to preserve the after-tax yield the Bank would have received  if
such  Taxes,  Other Taxes or Further Taxes had not been  imposed,  and  any
liability  (including penalties, interest, additions to tax  and  expenses)
arising therefrom or with respect thereto, whether or not such Taxes, Other
Taxes  or Further Taxes were correctly or legally asserted.  Payment  under
this  indemnification shall be made within 30 days after the date the  Bank
or the Administrative Agent makes written demand therefor.

           (d)  Within 30 days after the date of any payment by a Guarantor
of Taxes, Other Taxes or Further Taxes, such Guarantor shall furnish to the
Administrative Agent and each Bank the original or a certified  copy  of  a
receipt evidencing payment thereof, or other evidence of payment reasonably
satisfactory to the Administrative Agent.

           (e)  As used in this Section 18, a "Certificate Regarding Taxes"
means a Certificate executed on behalf of the applicable Bank setting forth
in  reasonable  detail  the amount payable to such  Bank  hereunder.   Such
certificate shall be conclusive and binding on the Guarantor in the absence
of manifest error.

     Section 19.    Contribution.

           (a)   At  any  time  a  payment in  respect  of  the  guaranteed
Obligations is made under this Guaranty, the right of contribution, if any,
of  each Guarantor against any other Guarantor required to make any payment
to  such  Guarantor pursuant to this Section 19 (a "Contributor") shall  be
determined  as  provided in the immediately following  sentence,  with  the
right  of contribution of each Guarantor to be revised and restated  as  of
each  date  on  which  a  payment (a "Relevant Payment")  is  made  on  the
guaranteed  Obligations under this Guaranty.  At any time that  a  Relevant
Payment is made by a Guarantor that results in the aggregate payments  made
by such Guarantor in respect of the guaranteed Obligations to and including
the  date  of  the Relevant Payment exceeding such Guarantor's Contribution
Percentage (as hereinafter defined) of the aggregate payments made  by  all
Guarantors  in  respect of the guaranteed Obligations to and including  the
date  of the Relevant Payment (such excess, the "Aggregate Excess Amount"),
each  such  Guarantor  shall  have a right  of  contribution  against  each
Contributor  who has made payments in respect of the guaranteed Obligations
to  and  including the date of the Relevant Payment in an aggregate  amount
less  than  such  Contributor's Contribution Percentage  of  the  aggregate
payments  made  to and including the date of the Relevant  Payment  by  all
Guarantors  in respect to the guaranteed Obligations (the aggregate  amount
of  such deficit, the "Aggregate Deficit Amount") in an amount equal to (x)
a  fraction the numerator of which is the Aggregate Excess Amount  of  such
Guarantor  and the denominator of which is the Aggregate Excess  Amount  of
all  Guarantors  multiplied by (y) the Aggregate  Deficit  Amount  of  such
Contributor.  A Guarantor's right of contribution, if any, pursuant to  the
preceding sentences shall arise at the time of each computation, subject to
adjustment  to  the time of any subsequent computation; provided,  that  no
Guarantor  may  take any action to enforce such right until the  guaranteed
Obligations  have  been  paid  in  full  and  all  Commitments  have   been
terminated, it being expressly recognized and agreed by all parties  hereto
that any Guarantor's right of contribution arising pursuant to this Section
19  against  any  Contributor shall be expressly junior and subordinate  to
such Contributor's obligations and liabilities in respect of the guaranteed
Obligations and any other obligations owing under this Guaranty.   As  used
in  this Agreement, (i) each Contributor's "Contribution Percentage"  shall
mean the percentage obtained by dividing (x) the Adjusted Net Worth of such
Contributor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii)
the  "Adjusted Net Worth" of each Guarantor shall mean the greater  of  (x)
the  Net Worth of such Guarantor or (y) zero; and (iii) the "Net Worth"  of
each  Guarantor  shall mean the amount by which the fair salable  value  of
such  Guarantor's assets on the initial Borrowing Date exceeds its existing
debts  and other liabilities (including contingent liabilities, but without
giving  effect to any Guaranteed Obligations arising under this  Guaranty),
in  each  case  after giving effect to all transactions  occurring  on  the
initial Borrowing Date.

           (b)   Each Guarantor recognizes and agrees that, except for  any
right  of  contribution  arising pursuant to this  Section  19,  until  the
guaranteed Obligations have been paid in full, each Guarantor who makes any
payment  in  respect of the guaranteed Obligations shall have no  right  of
contribution or subrogation against any other Guarantor in respect of  such
payment, any such right of contribution or subrogation arising under law or
otherwise  being  expressly waived by all Guarantors until  the  guaranteed
Obligations have been paid in full.

           (c)   Each Guarantor recognizes and acknowledges that the rights
to contribution arising hereunder shall constitute an asset in favor of the
party  entitled  to such contribution.  In this connection, each  Guarantor
has  the  right to waive its contribution right against any other Guarantor
to  the extent that after giving effect to such waiver such Guarantor would
remain Solvent, in the determination of the Majority Banks.

      Section 20.    Event of Default.  As used in this Guaranty and in the
other  Loan  Documents,  a  "Guarantor Event of  Default"  shall  mean  the
occurrence of any of the following events:

          (a)   the Guarantor shall fail to observe or perform any term  or
covenant  contained in this Guaranty; provided, however if such default  is
capable  of being cured or remedied, then such default shall not constitute
a  Guarantor  Event of Default unless it shall continue  unremedied  for  a
period of twenty (20) days; or
          
          (b)   R&B  Corp. or a Subsidiary Guarantor (A) fails to make  any
payment  in respect of any Indebtedness or Contingent Obligation having  an
aggregate  principal  amount  (including  undrawn  committed  or  available
amounts and including amounts owing to all creditors under any combined  or
syndicated credit arrangement) of more than $5,000,000 when due (whether by
scheduled   maturity,   required  prepayment,  acceleration,   demand,   or
otherwise) and such failure continues after the applicable grace or  notice
period,  if  any, specified in the relevant document on the  date  of  such
failure,  or  (B)  fails  to  perform or observe  any  other  condition  or
covenant,  or  any  other event shall occur or condition exist,  under  any
agreement  or  instrument relating to any such Indebtedness  or  Contingent
Obligation, and such failure continues after the applicable grace or notice
period,  if  any, specified in the relevant document on the  date  of  such
failure, if the effect of such failure, event or condition is to result  in
acceleration  of  all or any part of such Indebtedness or renegotiation  of
the material payment terms of any such Indebtedness to become due prior  to
its  scheduled  maturity,  or  to  result  in  such  Contingent  Obligation
becoming payable or cash collateral in respect thereof being demanded; or
          
          (c)   An  R&B Credit Amendment shall be made or done without  the
prior written consent of the Administrative Agent (acting upon direction of
the Majority Banks).

     SECTION 21.    GOVERNING LAW AND JURISDICTION.

           (a)   THIS  GUARANTY  SHALL BE GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE  LAW OF THE STATE OF NEW  YORK  (WITHOUT  REGARD  TO
PRINCIPLES  OF  CONFLICTS OF LAWS); PROVIDED THAT THE ADMINISTRATIVE  AGENT
AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND  BY
EXECUTION  AND  DELIVERY  OF THIS GUARANTY, EACH  GUARANTOR  CONSENTS,  FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE  COURTS.   EACH  GUARANTOR  HEREBY IRREVOCABLY  DESIGNATES,  APPOINTS
PRENTICE-HALL  CORPORATION, WITH OFFICES ON THE DATE  HEREOF  AT  80  STATE
STREET,   ALBANY,  NEW  YORK,  12207,  AS  ITS  DESIGNEE,   APPOINTEE   AND
ADMINISTRATIVE  AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE  FOR  AND  ON  ITS
BEHALF,  AND  IN  RESPECT OF ITS PROPERTY, SERVICE OF  ANY  AND  ALL  LEGAL
PROCESS,  SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED  IN  ANY  SUCH
ACTION  OR  PROCEEDING.   IF FOR ANY REASON SUCH  DESIGNEE,  APPOINTEE  AND
ADMINISTRATIVE  AGENT  SHALL CEASE TO BE AVAILABLE  TO  ACT  AS  SUCH,  THE
GUARANTOR  AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND ADMINISTRATIVE
AGENT  IN  NEW  YORK  ON THE TERMS AND FOR THE PURPOSES OF  THIS  PROVISION
SATISFACTORY  TO  THE  ADMINISTRATIVE AGENT.  TO THE  EXTENT  PERMITTED  BY
APPLICABLE LAW, EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE  SERVICE
OF  PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH  ACTION  OR
PROCEEDING  BY  THE  MAILING OF COPIES THEREOF BY REGISTERED  OR  CERTIFIED
MAIL,  POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH BELOW ITS  SIGNATURE
TO THIS GUARANTY AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER
MAILING  SUCH  AGREEMENT.  NOTHING HEREIN SHALL AFFECT  THE  RIGHT  OF  THE
ADMINISTRATIVE  AGENT  OR ANY BANK TO SERVE PROCESS  IN  ANY  OTHER  MANNER
PERMITTED  BY  LAW  OR TO COMMENCE LEGAL PROCEEDINGS OR  OTHERWISE  PROCEED
AGAINST  THE  GUARANTOR IN ANY OTHER JURISDICTION.  EACH  GUARANTOR  WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH  MAY  BE
MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

           (c)   EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY  OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM  NON
CONVENIENS,  WHICH  IT MAY NOW OR HEREAFTER HAVE TO  THE  BRINGING  OF  ANY
ACTION  OR  PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY  OR
ANY DOCUMENT RELATED HERETO.

     SECTION 22.    WAIVER OF JURY TRIAL.  EACH GUARANTOR WAIVES ITS RIGHTS
TO  A  TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR  ARISING
OUT  OF  OR  RELATED  TO THIS GUARANTY, THE OTHER LOAN  DOCUMENTS,  OR  THE
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING  OR
OTHER  LITIGATION  OF  ANY TYPE BROUGHT BY ANY OF THE PARTIES  AGAINST  ANY
OTHER  PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE,  WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH GUARANTOR
AGREES  THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED  BY  A  COURT
TRIAL  WITHOUT  A  JURY.   WITHOUT LIMITING THE FOREGOING,  EACH  GUARANTOR
FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION  OF
THIS  SECTION  AS  TO  ANY ACTION, COUNTERCLAIM OR OTHER  PROCEEDING  WHICH
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY  OF
THIS  GUARANTY  OR  THE  OTHER LOAN DOCUMENTS OR ANY  PROVISION  HEREOF  OR
THEREOF.   THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,  RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

                   [SIGNATURES BEGIN ON FOLLOWING PAGE]
     SECTION 23.    ENTIRE AGREEMENT.  THIS WRITTEN GUARANTY AND OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT  BE
CONTRADICTED  BY  EVIDENCE OF PRIOR, CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

      IN  WITNESS WHEREOF, the Guarantors have caused this Guaranty  to  be
duly executed and delivered by its officer thereunto duly authorized as  of
the date first above written.
                                 READING & BATES CORPORATION
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq .
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285
                                 
                                 

                                 READING & BATES DRILLING CO.
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 c/o Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq.
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285
                                 

                                 READING & BATES EXPLORATION CO.
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 c/o Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq.
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285
                                 
                                 

                                 READING & BATES (A) PTY. LTD.
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 c/o Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq.
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285
                                 
                                 

                                 READING AND BATES BORNEO
                                 DRILLING CO., LTD.
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 c/o Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq.
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285
                                 
                                 

                                 READING & BATES OFFSHORE,
                                 LIMITED
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 c/o Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq.
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285
                                 
                                 

                                 RB RIG CORPORATION
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 c/o Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Chief Financial Officer
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-2298
                                 
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq.
                                 General Counsel
                                 Reading & Bates Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285