EXHIBIT 10.213

                   ASSIGNMENT AND ACCEPTANCE AGREEMENT

     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement") dated as
of  November 9, 1998 is made between GREAT-WEST & ANNUITY LIFE  INSURANCE
COMPANY  (the "Assignor") and BANK OF AMERICA NATIONAL TRUST AND  SAVINGS
ASSOCIATION (the "Assignee").

                             R E C I T A L S

      WHEREAS,  the  Assignor is party to that certain  Credit  Agreement
dated  as  of  November 10, 1997, as amended by the  First  Amendment  to
Credit  Agreement and Release of Guaranty dated as of April 24, 1998  (as
the  same may be further amended, modified or restated from time to time,
the  "Credit Agreement"), among DEEPWATER DRILLING II L.L.C. ("Company"),
the  several financial institutions from time to time party thereto  (the
"Banks"),  BANK  OF  AMERICA NATIONAL TRUST AND SAVINGS  ASSOCIATION,  as
Administrative  Agent (the "Administrative Agent")  for  the  Banks,  and
NATIONAL WESTMINSTER BANK PLC, as Documentation Agent (the "Documentation
Agent")  for  the Banks (terms defined in the Credit Agreement  are  used
herein with the same meaning);

      WHEREAS,  as  provided  in  the Credit Agreement,  the  Banks  have
committed to extend credit to the Company;

      WHEREAS,  pursuant  to Section 10.08 of the Credit  Agreement,  the
Assignor  wishes  to  assign  to  the Assignee  all  of  the  rights  and
obligations of the Assignor under the Credit Agreement in respect of  its
Commitment,  together with its outstanding Revolving  Loans  in  a  total
amount  equal  to  Twenty  Million  Dollars  (U.S.  $20,000,000.00)  (the
"Assigned  Amount") on the terms and subject to the conditions set  forth
herein  and  in the Credit Agreement, and the Assignee wishes  to  accept
assignment  of  such  rights  and to assume  such  obligations  from  the
Assignor on such terms and subject to such conditions;

      NOW,  THEREFORE, in consideration of the foregoing and  the  mutual
agreements contained herein, the parties hereto agree as follows:

     1.   Assignment and Assumption.

           (a)   Before  giving effect to this Agreement, Assignor's  (a)
Commitment  is  $20,000,000.00, (b) aggregate  principal  amount  of  its
outstanding Revolving Loans is $20,000,000.00, and (c) Pro Rata Share  is
11.42857143%.  With effect on and after the Effective Date (as defined in
Section  4  hereof), the Assignor hereby sells, transfers and assigns  to
the  Assignee, and the Assignee hereby purchases, assumes and  undertakes
from  the  Assignor,  without  recourse, and  without  representation  or
warranty  (except  as  provided in this Agreement) the  Assigned  Amount,
which  shall  be equal to all of Assignee's share of (i) the  Commitment,
(ii) outstanding Revolving Loans, and (iii) all related rights, benefits,
obligations,  liabilities and indemnities of the Assignor  under  and  in
connection with the Credit Agreement and the other Loan Documents.  After
giving  effect  to this Agreement on the Effective Date, the  Commitment,
outstanding Revolving Loans, and Pro Rata Share of Assignor and Assignee,
respectively, are set forth as follows:

                Outstanding      Pro Rata          
                 Revolving        Share       Commitments
                   Loans
                     
Assignor     $      0               0%      $    0
Assignee     $52,500,000.00        30%      $52,500,000.00

           (b)   It  is  the intent of the parties hereto  that  (i)  the
Commitment of the Assignor shall, as of the Effective Date, be reduced to
zero  and  (ii) the Assignor shall relinquish its rights and be  released
from  its obligations under the Credit Agreement; provided, however, that
the  Assignor  shall not relinquish its rights under  Section  10.04  and
10.05  of  the Credit Agreement to the extent such rights relate  to  the
time prior to the Effective Date.

     2.   Payments.

           (a)   As  consideration for the sale, assignment and  transfer
contemplated in Section 1 hereof, the Assignee shall pay to the  Assignor
on  the Effective Date in immediately available funds an amount equal  to
Twenty Million Dollars ($20,000,000.00), representing the Assignee's  Pro
Rata  Share  of  the principal amount of all Loans previously  made,  and
currently  owned,  by  the  Assignor  under  the  Credit  Agreement   and
outstanding on the Effective Date.

           (b)  To the extent payment to be made by the Assignee pursuant
to  Section  2(a)  hereof is not made when due,  the  Assignor  shall  be
entitled  to  recover such amount together with interest thereon  at  the
Federal  Funds  Rate per annum accruing from the date such  amounts  were
due.

      3.    Reallocation  of  Payments.  Any  interest,  fees  and  other
payments accrued to but excluding the Effective Date with respect to  the
Assignor's Pro Rata Share of the Revolving Loans shall be for the account
of  the  Assignor.  Any interest, fees and other payments accrued on  and
after the Effective Date with respect to the Assigned Amount shall be for
the account of the Assignee.  Each of the Assignor and the Assignee agree
that  it  will hold in trust for the other party any interest,  fees  and
other  amounts which it may receive to which the other party is  entitled
pursuant  to the preceding sentence and pay to the other party  any  such
amounts which it may receive promptly upon receipt.

     4.   Effective Date; Notices; Notes.

            (a)    The  effective  date  for  this  Agreement  shall   be
November  9,  1998  (the "Effective Date"); provided that  the  following
conditions precedent have been satisfied on or before the Effective Date:
(i)  this  Agreement shall be executed and delivered by the Assignor  and
the  Assignee;  (ii)  the  consent of each of  the  Company  and  of  the
Administrative Agent shall have been duly obtained and shall be  in  full
force  and effect as of the Effective Date; and (iii) the Assignee  shall
pay to the Assignor all amounts due to the Assignor under this Agreement.

            (b)  Promptly  following  payment  by  the  Assignee  of  the
consideration as provided in Section 2 hereof, the Assignor shall deliver
its promissory note(s) to the Administrative Agent.


     5.   Representations and Warranties.

           (a)   The Assignor represents and warrants that (i) it is  the
legal and beneficial owner of the interest being assigned by it hereunder
and  that  such interest is free and clear of any lien, security interest
or other adverse claim; (ii) it is duly organized and existing and it has
the full power and authority to take, and has taken, all action necessary
to execute and deliver this Agreement and any other documents required or
permitted  to  be  executed or delivered by it in  connection  with  this
Agreement and to fulfill its obligations hereunder.

           (b)   The  Assignor makes no representation  or  warranty  and
assumes  no responsibility with respect to any statements, warranties  or
representations made in or in connection with the Credit Agreement or the
execution,  legality, validity, enforceability, genuineness,  sufficiency
or  value  of  the Credit Agreement or any other instrument  or  document
furnished  pursuant  thereto.  The Assignor makes  no  representation  or
warranty  in connection with, and assumes no responsibility with  respect
to, the solvency, financial condition or statements of the Company or any
guarantor  or  the  performance  or observance  by  the  Company  or  any
guarantor of any of its respective obligations under the Credit Agreement
or any other instrument or document furnished in connection therewith.

           (c)   The Assignee represents and warrants that (i) it is duly
organized  and existing and it has full power and authority to take,  and
has taken, all action necessary to execute and deliver this Agreement and
any other documents required or permitted to be executed or delivered  by
it  in  connection  with this Agreement, and to fulfill  its  obligations
hereunder;  (ii)  it  is eligible under the Credit  Agreement  to  be  an
assignee  in  accordance with the terms hereof; and  (iii)  that  it  has
received  a  copy of the Credit Agreement and the exhibits and  schedules
thereto,  and  has received (or waived the requirement that  it  receive)
copies of each of the documents which were required to be delivered under
the  Credit  Agreement  as  a  condition  to  the  making  of  the  Loans
thereunder.

      6.   Further Assurances.  The Assignor and the Assignee each hereby
agree  to execute and deliver such other instruments, and take such other
action,  as  either party may reasonably request in connection  with  the
transactions   contemplated   by  this  Agreement,   including,   without
limitation, the delivery of any notices or other documents or instruments
to  the  Company, the Administrative Agent or any guarantor which may  be
required  in  connection with the assignment and assumption  contemplated
hereby.

     7.   Miscellaneous.

          (a)  Any amendment or waiver of any provision of this Agreement
shall be in writing signed by the parties hereto.  No failure or delay by
either party hereto in exercising any right, power or privilege hereunder
shall  operate  as a waiver thereof and any waiver of any breach  of  the
provisions  of  this Agreement shall be without prejudice to  any  rights
with respect to any other or further breach hereof.

          (b)  All payments made hereunder shall be made without any set-
off or counterclaim.

          (c)  Neither the Assignor nor the Assignee shall be responsible
to  each  other  for  payment of their costs  and  expenses  incurred  in
connection  with the negotiation, preparation, execution and  performance
of this Agreement.

           (d)   The  representations and warranties  made  herein  shall
survive the consummation of the transactions contemplated hereby.

           (e)   This  Agreement  may  be  executed  in   any  number  of
counterparts and all of such counterparts taken together shall be  deemed
to constitute one and the same instrument.

           (f)   This  Agreement shall be governed by  and  construed  in
accordance  with  the  law of the State of New York  (without  regard  to
principles  of  conflicts of law).  The Assignor and  the  Assignee  each
irrevocably  submits to the non-exclusive jurisdiction of  any  New  York
State or Federal court sitting in the Southern District of New York  over
any  suit,  action  or  proceeding arising out of  or  relating  to  this
Agreement or the Credit Agreement and irrevocably agrees that all  claims
in  respect  of such action or proceeding may be heard and determined  in
such  New  York  State or Federal court.  Each party  to  this  Agreement
hereby  irrevocably waives, to the fullest extent it may  effectively  do
so,  the  defense  of  an inconvenient forum to the maintenance  of  such
action or proceeding.

           (g)   This Agreement and any agreement, document or instrument
attached  hereto  or  referred  to herein integrate  all  the  terms  and
conditions mentioned herein or incidental hereto, and together  with  the
Credit  Agreement  constitutes  the entire  agreement  and  understanding
between  the  parties hereto and supersedes any and all prior  agreements
and understandings related to the subject matter hereof.  In the event of
any  conflict  between  the  terms, conditions  and  provisions  of  this
Agreement  and the Credit Agreement, the terms, conditions and provisions
of the Credit Agreement shall prevail.

                                    
                [SIGNATURES BEGIN ON THE FOLLOWING PAGE]


      IN  WITNESS WHEREOF, the Assignor and the Assignee have caused this
Agreement to be executed and delivered by their duly authorized  officers
as of the date first above written.

                                  ASSIGNOR:
                                  
                                  GREAT-WEST LIFE & ANNUITY
                                   INSURANCE COMPANY
                                  
                                  
                                  By_________________________
                                  Name:
                                  Title:
                                  
                                  
                                  By_________________________
                                  Name:
                                  Title:
                                  


   [THIS IS A SIGNATURE PAGE TO THE ASSIGNMENT AND ACCEPTANCE AGREEMENT]


                                  ASSIGNEE:

                                  BANK OF AMERICA NATIONAL
                                   TRUST AND SAVINGS ASSOCIATION


                                  By_________________________
                                     Claire M. Liu
                                     Managing Director



                                  BANK OF AMERICA NATIONAL
                                   TRUST AND SAVINGS ASSOCIATION,
                                   as Administrative Agent, herby grants
                                   its consent to the foregoing assignment


                                  By_________________________
                                     Claire M. Liu
                                     Managing Director



   [THIS IS A SIGNATURE PAGE TO THE ASSIGNMENT AND ACCEPTANCE AGREEMENT]


                                  DEEPWATER DRILLING II L.L.C.
                                   hereby grants its consent to the
                                   foregong assignment


                                  By_________________________
                                  Name:
                                  Title:


   [THIS IS A SIGNATURE PAGE TO THE ASSIGNMENT AND ACCEPTANCE AGREEMENT]