As filed with the SEC on July 15, 1997                 Registration No. 33-
==============================================================================
                SECURITIES AND EXCHANGE COMMISSION

                             FORM S-8

                      REGISTRATION STATEMENT
                               Under
                    The Securities Act of 1933
                  ------------------------------
                    READING & BATES CORPORATION
      (Exact name of registrant as specified in its charter)

         State of  Delaware                     73-0642271
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)         Identification No.)

        901 Threadneedle, Suite 200, Houston Texas     77079
       (Address of Principal Executive Offices)    (Zip Code)
                     -------------------------
                    Reading & Bates Corporation
                   1997 Long-Term Incentive Plan
                     (Full title of the plan)
                     -------------------------
                       WAYNE K. HILLIN, ESQ.
                  Senior Vice President, General
                       Counsel and Secretary
                    Reading & Bates Corporation
        901 Threadneedle, Suite 200, Houston, Texas  77079
              (Name and address of agent for service)

                         (281) 496-5000
 (Telephone number, including area code, of agent for service)


                  CALCULATION OF REGISTRATION FEE
==============================================================================
                 |                   | Proposed  | Proposed     |
Title of         |                   | maximum   | maximum      |
securities       | Amount            | offering  | aggregate    | Amount of
to be            | to be             | price per | offering     | registration
registered       | registered(1)     | share(2)  | price(2)     | fee(2)
------------------------------------------------------------------------------
Common Stock     | 2,500,000 shares  | $28.4375  | $71,093,750  | $21,543.56
 $0.05 par value |                   |           |              |
 per share (3)   |                   |           |              |
==============================================================================
(1)  Pursuant to Rule 416 under the Securities Act, there are also being
registered hereunder such indeterminate number of shares of Common Stock
as may be issued pursuant to the antidilution provisions of the Plan
referred to herein.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and/or (h) under the Securities Act, based on the
average of the high and low prices of the Registrant's Common Stock on
the New York Stock Exchange on July 9, 1997.

(3)  Including associated preferred stock purchase rights, which will not
be evidenced by separate certificates or traded separately prior to the
occurrence of certain triggering events.


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1)  under  the  Securities Act of 1933, as  amended  (the  "Act").
These  documents  and the documents incorporated by reference  into  this
Registration  Statement,  taken together, constitute  a  prospectus  that
meets  the  requirements of Section 10(a) of the Act.  Capitalized  terms
used but not defined herein shall have the same meanings ascribed to them
in  the  Reading & Bates Corporation 1997 Long-Term Incentive  Plan  (the
"Plan").

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The  following  documents have been filed by the  Company  with  the
Commission  pursuant to the Securities Exchange Act of 1934,  as  amended
(the  "Exchange Act"), and are incorporated herein by reference: (1)  the
Company's  Annual  Report on Form 10-K for the year  ended  December  31,
1996;  (2)  the Company's Quarterly Report on Form 10-Q for  the  quarter
ended  March 31, 1997; (3) the description of the Common Stock  contained
in  the  Company's Registration Statement on Form 8-A dated  October  19,
1989, as amended by the Company's Post-Effective Amendment No. 2 on  Form
8-A/A  dated  May  27,  1994,  relating to  the  Common  Stock;  (4)  the
description of the Company's Preferred Stock Purchase Rights contained in
the  Company's Registration Statement on Form 8-A dated March  22,  1995,
relating  to  the Preferred Stock Purchase Rights; and (5) the  Company's
Current  Reports  on Form 8-K dated January 7, 1997,  January  21,  1997,
January  28, 1997, February 19, 1997, February 26, 1997, March 17,  1997,
March  26,  1997, April 16, 1997, April 21, 1997, May 2,  1997,  May  13,
1997,  May 28, 1997, June 18, 1997, June 30, 1997, July 2, 1997, July 11,
1997 and July 15, 1997.

     All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and  prior  to  the termination of this offering shall be  deemed  to  be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing such documents.  Any statement contained in a document
incorporated  by  reference herein shall be  deemed  to  be  modified  or
superseded for purposes of this Prospectus to the extent that a statement
contained  herein, or in any other subsequently filed document that  also
is   incorporated  by  reference  herein,  modifies  or  supersedes  such
statement.   Any such statement so modified or superseded  shall  not  be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.  The Company will furnish, without charge, to any  person  to
whom  a  copy of this Prospectus is delivered, upon such person's written
or  oral request, a copy of any and all of the information filed  by  the
Company  that  has  been incorporated by reference  in  this  Prospectus.
Requests  for  such  copies should be directed  to  the  Company  at  901
Threadneedle,  Suite  200,  Houston, Texas  77079,  Attention:  Corporate
Secretary (telephone number: (281) 496-5000).
     
     Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters in connection with the Common Stock  offered
hereby  will  be  passed upon for the Company by Wayne K.  Hillin,  Esq.,
Senior Vice President, General Counsel and Secretary of the Company.   As
of the date of this Registration Statement, Mr. Hillin was the beneficial
owner  of 36,146 shares of Common Stock of the Company and holds  options
to purchase an additional 100,000 shares of Common Stock of the Company.

     Item 6. Indemnification of Directors and Officers.

     Section  145  of the Delaware General Corporation Law,  inter  alia,
permits  a   corporation  generally to indemnify its present  and  former
directors,   officers,   employees  and  agents  against   expenses   and
liabilities  incurred  by them in connection with  any  action,  suit  or
proceeding  (other than an action by or in the right of the  corporation)
to  which  they are, or are threatened to be  made, a party by reason  of
their  serving in such positions so long as they acted in good faith  and
in  a  manner they reasonably believed to be in, or not opposed  to,  the
best  interests  of the  corporation, and, with respect to  any  criminal
action  or  proceeding,  they had no reasonable cause  to  believe  their
conduct was unlawful. With respect to actions or suits by or in the right
of  the  corporation,  however, indemnification is generally  limited  to
attorneys'  fees and other expenses  and is not available if such  person
is adjudged to be liable to the corporation unless and only to the extent
that  the court determines that indemnification is appropriate.   Section
145  also  authorizes the corporation to purchase and maintain  insurance
for such persons.  The statute also expressly provides that the power  to
indemnify  authorized  thereby is not exclusive of  any  rights   granted
under  any  bylaw,  agreement,  vote  of  stockholders  or  disinterested
directors,  or  otherwise.   Article  Tenth  of  the  Company's  Restated
Certificate  of  Incorporation as currently in effect  provides  that  no
director of the Company shall be personally liable to the Company or  its
stockholders  for  monetary damages for breach of  fiduciary  duty  as  a
director, except for liability (i) for any breach of the director's  duty
of  loyalty  to  the  Company  or its stockholders,  (ii)  for  acts   or
omissions not in good faith or which involve intentional misconduct or  a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation  Law,  or (iv) for any transaction from  which  the  director
derived an improper personal benefit.  In addition, Article Tenth of  the
Company's  Restated Certificate of Incorporation generally provides  that
each  present  and future director and officer of the Company,  and  each
present  and  future  director and officer of any other   corporation  or
enterprise  serving  as  such at the request of  the  Company,  shall  be
indemnified  and   held  harmless by the Company to  the  fullest  extent
authorized  by the Delaware General  Corporation Law against all  expense
(including attorneys' fees), judgments, fines and amounts  paid or to  be
paid  in settlement, actually and reasonably incurred or suffered by  him
in  connection therewith.  The right to indemnification conferred by said
Article Tenth is deemed to be a  contract right and includes the right to
be  paid  by  the  Company the expenses incurred in  defending  any  such
proceeding  in  advance  of  its  final  disposition,  subject   to   the
requirements of  the Delaware General Corporation Law.  The Company  may,
by  action  of  its  Board  of  Directors,   provide  indemnification  to
employees and agents of the Company with the same scope and effect as the
foregoing indemnification of directors and officers.  The rights provided
under   Article   Tenth   of  the  Company's  Restated   Certificate   of
Incorporation are not exclusive of other rights to  which any director or
officer  may otherwise be entitled, and in the event of his death,  shall
extend   to his legal representatives.  Article Tenth also provides  that
the  Company  may maintain  insurance, at its expense, to protect  itself
and  any  director, officer, employee or agent of the  Company or another
corporation,  partnership,  joint  venture,  trust  or  other  enterprise
against  any such expense, liability or loss, whether or not the  Company
would  have  the  power to indemnify  such person against  such  expense,
liability  or  loss  under the Delaware General  Corporation  Law.    The
Company  and  members  of  its  board  of  directors  have  entered  into
agreements  requiring  the  Company to indemnify such  directors  to  the
maximum  extent  permitted by Delaware law and  the   Company's  Restated
Certificate of Incorporation, to the extent such directors are not  fully
protected  by any directors' and officers' liability insurance maintained
by  the  Company,  and  to   provide directors' and  officers'  liability
insurance  with the broadest coverage available at reasonable cost.   The
Company  has  an insurance policy covering liabilities not in  excess  of
$10,000,000  incurred by officers and directors of the Company  in  their
capacity as such.  The  Company offers no assurance that it will be  able
to obtain such insurance in the future at  reasonable rates.

     The  foregoing discussions of certain provisions of Section  145  of
the  Delaware General Corporation Law, the Company's Restated Certificate
of  Incorporation and the Company's  insurance policy are not intended to
be  exhaustive and are qualified in their entirety by reference  to  such
statute and such documents.

     Item 8. Exhibits.

4.1    Certificate   of  Incorporation.   (Filed  as   Exhibit   3.1   to
Post-Effective Amendment No. 2 to the Company's Registration Statement on
Form 8-A/A dated May 27, 1994 and incorporated herein by reference.)

4.2  Rights Agreement dated as of March 15, 1995.  (Filed as Exhibit 4 to
the Company's Registration Statement on Form 8-A dated March 22, 1995 and
incorporated herein by  reference.)

4.3  Bylaws.  (Filed as Exhibit 3.1 to the Company's Form 8-K dated March
3, 1995 and incorporated herein by reference.)

5     Opinion  of Wayne K. Hillin, Esq., Senior Vice President, Secretary
and  General Counsel of the Company, as to the legality of the securities
being registered.

15    Letter  of  Arthur  Andersen LLP re:  unaudited  interim  financial
information.

23.1 Consent of Arthur Andersen LLP, independent public accountants.

23.2 Consent of Wayne K. Hillin, Esq. (included in Exhibit 5)

24   Powers of Attorney (included on signature page)



     Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are  being
made,  a  post-effective   amendment to this  registration  statement  to
include any material information with respect to the plan of distribution
not  previously disclosed in the registration statement or  any  material
change  to such information in the registration statement;

     (2)  That,  for the purpose of determining any liability  under  the
Securities  Act  of  1933, each  such post-effective amendment  shall  be
deemed  to  be  a new registration statement relating to the   securities
offered  therein, and the offering of such securities at that time  shall
be deemed to be the  initial bona fide offering thereof; and

     (3)  To  remove  from  registration by  means  of  a  post-effective
amendment any of the  securities being registered which remain unsold  at
the termination of the offering.

     (4)  If the registrant is a foreign private issuer, to file a  post-
effective  amendment  to  the  registration  statement  to  include   any
financial statements required by Rule 3-19 of Regulation S-X at the start
of any delayed offering or throughout a continuous offering.

(b)   The undersigned registrant hereby undertakes that, for purposes  of
determining any liability  under the Securities Act of 1933, each  filing
of  the  registrant's annual report pursuant to section  13(a) or section
15(d)  of  the  Exchange Act and each filing of the Plan's annual  report
pursuant  to  section 15(d) of the Exchange Act that is  incorporated  by
reference  in the registration statement  shall be deemed  to  be  a  new
registration  statement relating to the securities offered  therein,  and
the  offering of such securities at that time shall be deemed to  be  the
initial bona fide offering  thereof.

(c)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of  1933  may be  permitted to directors,  officers  and
controlling   persons  of  the  registrant  pursuant  to  the   foregoing
provisions,  or otherwise, the registrant has been advised  that  in  the
opinion  of  the Securities and  Exchange Commission such indemnification
is  against  public  policy as expressed in the Act and   is,  therefore,
unenforceable.   In  the  event that a claim for indemnification  against
such  liabilities  (other than the payment by the registrant of  expenses
incurred  or  paid by a director, officer or  controlling person  of  the
registrant  in the successful defense of any action, suit or  proceeding)
is    asserted  by  such  director,  officer  or  controlling  person  in
connection  with  the securities being registered, the  registrant  will,
unless  in  the  opinion of its counsel the matter has  been  settled  by
controlling precedent, submit to a court of appropriate jurisdiction  the
question whether such  indemnification by it is against public policy  as
expressed  in the Act and will be governed by the  final adjudication  of
such issue.

                             SIGNATURES

     Pursuant  to  the requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds to believe  that  it
meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned
in the capacities indicated, thereunto duly authorized, July 15, 1997.

                           READING & BATES CORPORATION

                           By /s/Tim W. Nagle
                             -------------------------
                             Tim W. Nagle,
                             Executive Vice President, Finance and
                             Administration
                             (Principal Financial and Accounting Officer)

     Each person whose signature appears below hereby authorizes each  of
Paul  B.  Loyd, Jr., Tim W. Nagle and Wayne K. Hillin (the  "Agents")  to
file  one  or  more amendments  (including post-effective amendments)  to
this  registration statement, which amendments may make such  changes  in
the  registration statement as such Agent deems appropriate and each such
person hereby appoints each such Agent as attorney-in-fact to execute  in
the  name  and on behalf of each such person, individually  and  in  each
capacity   stated  below,  any  such  amendments  to  the    registration
statement.

          Pursuant  to  the requirements of the Securities Act  of  1933,
this  registration statement has been signed by the following persons  in
the capacities indicated on July 15, 1997.

     Signature                Title


/s/Paul B. Loyd, Jr.         Chairman of the  Board
------------------------     of Directors, President and Chief
Paul B. Loyd, Jr.            Executive Officer (Principal Executive Officer)

/s/Tim W. Nagle              Executive Vice President, Finance
------------------------     and Administration
Tim W. Nagle                 (Principal Financial and Accounting Officer)

/s/Arnold L. Chavkin         Director
------------------------
Arnold L. Chavkin

/s/Charles A. Donabedian     Director
------------------------
Charles A. Donabedian

/s/Ted Kalborg               Director
------------------------
Ted Kalborg

/s/Macko A. E. Laqueur       Director
------------------------
Macko A. E. Laqueur

/s/J. W. McLean              Director
------------------------
J. W. McLean

/s/ Robert L. Sandmeyer      Director
------------------------
Robert L. Sandmeyer
[{"type": "S-8", "sequence": "1", "description": "1997 LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 18730}]
{"company-data": {"conformed-name": "READING & BATES CORP", "cik": "0000082329", "assigned-sic": "1381", "irs-number": "730642271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31317", "film-number": "97640915"}, "business-address": {"street1": "901 THREADNEEDLE STE 200", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "2814965000"}, "mail-address": {"street1": "PO BOX 79627", "city": "HOUSTON", "state": "TX", "zip": "77279-9627"}, "former-company": {"former-conformed-name": "READING & BATES OFFSHORE DRILLING CO", "date-changed": "19790531"}}
As filed with the SEC on July 15, 1997                 Registration No. 33-
==============================================================================
                SECURITIES AND EXCHANGE COMMISSION

                             FORM S-8

                      REGISTRATION STATEMENT
                               Under
                    The Securities Act of 1933
                  ------------------------------
                    READING & BATES CORPORATION
      (Exact name of registrant as specified in its charter)

         State of  Delaware                     73-0642271
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)         Identification No.)

        901 Threadneedle, Suite 200, Houston Texas     77079
       (Address of Principal Executive Offices)    (Zip Code)
                     -------------------------
                    Reading & Bates Corporation
                   1997 Long-Term Incentive Plan
                     (Full title of the plan)
                     -------------------------
                       WAYNE K. HILLIN, ESQ.
                  Senior Vice President, General
                       Counsel and Secretary
                    Reading & Bates Corporation
        901 Threadneedle, Suite 200, Houston, Texas  77079
              (Name and address of agent for service)

                         (281) 496-5000
 (Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE
==============================================================================
                 |                   | Proposed  | Proposed     |
Title of         |                   | maximum   | maximum      |
securities       | Amount            | offering  | aggregate    | Amount of
to be            | to be             | price per | offering     | registration
registered       | registered(1)     | share(2)  | price(2)     | fee(2)
------------------------------------------------------------------------------
Common Stock     | 2,500,000 shares  | $28.4375  | $71,093,750  | $21,543.56
 $0.05 par value |                   |           |              |
 per share (3)   |                   |           |              |
==============================================================================
(1)  Pursuant to Rule 416 under the Securities Act, there are also being
registered hereunder such indeterminate number of shares of Common Stock
as may be issued pursuant to the antidilution provisions of the Plan
referred to herein.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and/or (h) under the Securities Act, based on the
average of the high and low prices of the Registrant's Common Stock on
the New York Stock Exchange on July 9, 1997.

(3)  Including associated preferred stock purchase rights, which will not
be evidenced by separate certificates or traded separately prior to the
occurrence of certain triggering events.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1)  under  the  Securities Act of 1933, as  amended  (the  "Act").
These  documents  and the documents incorporated by reference  into  this
Registration  Statement,  taken together, constitute  a  prospectus  that
meets  the  requirements of Section 10(a) of the Act.  Capitalized  terms
used but not defined herein shall have the same meanings ascribed to them
in  the  Reading & Bates Corporation 1997 Long-Term Incentive  Plan  (the
"Plan").

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The  following  documents have been filed by the  Company  with  the
Commission  pursuant to the Securities Exchange Act of 1934,  as  amended
(the  "Exchange Act"), and are incorporated herein by reference: (1)  the
Company's  Annual  Report on Form 10-K for the year  ended  December  31,
1996;  (2)  the Company's Quarterly Report on Form 10-Q for  the  quarter
ended  March 31, 1997; (3) the description of the Common Stock  contained
in  the  Company's Registration Statement on Form 8-A dated  October  19,
1989, as amended by the Company's Post-Effective Amendment No. 2 on  Form
8-A/A  dated  May  27,  1994,  relating to  the  Common  Stock;  (4)  the
description of the Company's Preferred Stock Purchase Rights contained in
the  Company's Registration Statement on Form 8-A dated March  22,  1995,
relating  to  the Preferred Stock Purchase Rights; and (5) the  Company's
Current  Reports  on Form 8-K dated January 7, 1997,  January  21,  1997,
January  28, 1997, February 19, 1997, February 26, 1997, March 17,  1997,
March  26,  1997, April 16, 1997, April 21, 1997, May 2,  1997,  May  13,
1997,  May 28, 1997, June 18, 1997, June 30, 1997, July 2, 1997, July 11,
1997 and July 15, 1997.

     All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and  prior  to  the termination of this offering shall be  deemed  to  be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing such documents.  Any statement contained in a document
incorporated  by  reference herein shall be  deemed  to  be  modified  or
superseded for purposes of this Prospectus to the extent that a statement
contained  herein, or in any other subsequently filed document that  also
is   incorporated  by  reference  herein,  modifies  or  supersedes  such
statement.   Any such statement so modified or superseded  shall  not  be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.  The Company will furnish, without charge, to any  person  to
whom  a  copy of this Prospectus is delivered, upon such person's written
or  oral request, a copy of any and all of the information filed  by  the
Company  that  has  been incorporated by reference  in  this  Prospectus.
Requests  for  such  copies should be directed  to  the  Company  at  901
Threadneedle,  Suite  200,  Houston, Texas  77079,  Attention:  Corporate
Secretary (telephone number: (281) 496-5000).
     
     Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters in connection with the Common Stock  offered
hereby  will  be  passed upon for the Company by Wayne K.  Hillin,  Esq.,
Senior Vice President, General Counsel and Secretary of the Company.   As
of the date of this Registration Statement, Mr. Hillin was the beneficial
owner  of 36,146 shares of Common Stock of the Company and holds  options
to purchase an additional 100,000 shares of Common Stock of the Company.

     Item 6. Indemnification of Directors and Officers.

     Section  145  of the Delaware General Corporation Law,  inter  alia,
permits  a   corporation  generally to indemnify its present  and  former
directors,   officers,   employees  and  agents  against   expenses   and
liabilities  incurred  by them in connection with  any  action,  suit  or
proceeding  (other than an action by or in the right of the  corporation)
to  which  they are, or are threatened to be  made, a party by reason  of
their  serving in such positions so long as they acted in good faith  and
in  a  manner they reasonably believed to be in, or not opposed  to,  the
best  interests  of the  corporation, and, with respect to  any  criminal
action  or  proceeding,  they had no reasonable cause  to  believe  their
conduct was unlawful. With respect to actions or suits by or in the right
of  the  corporation,  however, indemnification is generally  limited  to
attorneys'  fees and other expenses  and is not available if such  person
is adjudged to be liable to the corporation unless and only to the extent
that  the court determines that indemnification is appropriate.   Section
145  also  authorizes the corporation to purchase and maintain  insurance
for such persons.  The statute also expressly provides that the power  to
indemnify  authorized  thereby is not exclusive of  any  rights   granted
under  any  bylaw,  agreement,  vote  of  stockholders  or  disinterested
directors,  or  otherwise.   Article  Tenth  of  the  Company's  Restated
Certificate  of  Incorporation as currently in effect  provides  that  no
director of the Company shall be personally liable to the Company or  its
stockholders  for  monetary damages for breach of  fiduciary  duty  as  a
director, except for liability (i) for any breach of the director's  duty
of  loyalty  to  the  Company  or its stockholders,  (ii)  for  acts   or
omissions not in good faith or which involve intentional misconduct or  a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation  Law,  or (iv) for any transaction from  which  the  director
derived an improper personal benefit.  In addition, Article Tenth of  the
Company's  Restated Certificate of Incorporation generally provides  that
each  present  and future director and officer of the Company,  and  each
present  and  future  director and officer of any other   corporation  or
enterprise  serving  as  such at the request of  the  Company,  shall  be
indemnified  and   held  harmless by the Company to  the  fullest  extent
authorized  by the Delaware General  Corporation Law against all  expense
(including attorneys' fees), judgments, fines and amounts  paid or to  be
paid  in settlement, actually and reasonably incurred or suffered by  him
in  connection therewith.  The right to indemnification conferred by said
Article Tenth is deemed to be a  contract right and includes the right to
be  paid  by  the  Company the expenses incurred in  defending  any  such
proceeding  in  advance  of  its  final  disposition,  subject   to   the
requirements of  the Delaware General Corporation Law.  The Company  may,
by  action  of  its  Board  of  Directors,   provide  indemnification  to
employees and agents of the Company with the same scope and effect as the
foregoing indemnification of directors and officers.  The rights provided
under   Article   Tenth   of  the  Company's  Restated   Certificate   of
Incorporation are not exclusive of other rights to  which any director or
officer  may otherwise be entitled, and in the event of his death,  shall
extend   to his legal representatives.  Article Tenth also provides  that
the  Company  may maintain  insurance, at its expense, to protect  itself
and  any  director, officer, employee or agent of the  Company or another
corporation,  partnership,  joint  venture,  trust  or  other  enterprise
against  any such expense, liability or loss, whether or not the  Company
would  have  the  power to indemnify  such person against  such  expense,
liability  or  loss  under the Delaware General  Corporation  Law.    The
Company  and  members  of  its  board  of  directors  have  entered  into
agreements  requiring  the  Company to indemnify such  directors  to  the
maximum  extent  permitted by Delaware law and  the   Company's  Restated
Certificate of Incorporation, to the extent such directors are not  fully
protected  by any directors' and officers' liability insurance maintained
by  the  Company,  and  to   provide directors' and  officers'  liability
insurance  with the broadest coverage available at reasonable cost.   The
Company  has  an insurance policy covering liabilities not in  excess  of
$10,000,000  incurred by officers and directors of the Company  in  their
capacity as such.  The  Company offers no assurance that it will be  able
to obtain such insurance in the future at  reasonable rates.

     The  foregoing discussions of certain provisions of Section  145  of
the  Delaware General Corporation Law, the Company's Restated Certificate
of  Incorporation and the Company's  insurance policy are not intended to
be  exhaustive and are qualified in their entirety by reference  to  such
statute and such documents.

     Item 8. Exhibits.

4.1    Certificate   of  Incorporation.   (Filed  as   Exhibit   3.1   to
Post-Effective Amendment No. 2 to the Company's Registration Statement on
Form 8-A/A dated May 27, 1994 and incorporated herein by reference.)

4.2  Rights Agreement dated as of March 15, 1995.  (Filed as Exhibit 4 to
the Company's Registration Statement on Form 8-A dated March 22, 1995 and
incorporated herein by  reference.)

4.3  Bylaws.  (Filed as Exhibit 3.1 to the Company's Form 8-K dated March
3, 1995 and incorporated herein by reference.)

5     Opinion  of Wayne K. Hillin, Esq., Senior Vice President, Secretary
and  General Counsel of the Company, as to the legality of the securities
being registered.

15    Letter  of  Arthur  Andersen LLP re:  unaudited  interim  financial
information.

23.1 Consent of Arthur Andersen LLP, independent public accountants.

23.2 Consent of Wayne K. Hillin, Esq. (included in Exhibit 5)

24   Powers of Attorney (included on signature page)

     Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are  being
made,  a  post-effective   amendment to this  registration  statement  to
include any material information with respect to the plan of distribution
not  previously disclosed in the registration statement or  any  material
change  to such information in the registration statement;

     (2)  That,  for the purpose of determining any liability  under  the
Securities  Act  of  1933, each  such post-effective amendment  shall  be
deemed  to  be  a new registration statement relating to the   securities
offered  therein, and the offering of such securities at that time  shall
be deemed to be the  initial bona fide offering thereof; and

     (3)  To  remove  from  registration by  means  of  a  post-effective
amendment any of the  securities being registered which remain unsold  at
the termination of the offering.

     (4)  If the registrant is a foreign private issuer, to file a  post-
effective  amendment  to  the  registration  statement  to  include   any
financial statements required by Rule 3-19 of Regulation S-X at the start
of any delayed offering or throughout a continuous offering.

(b)   The undersigned registrant hereby undertakes that, for purposes  of
determining any liability  under the Securities Act of 1933, each  filing
of  the  registrant's annual report pursuant to section  13(a) or section
15(d)  of  the  Exchange Act and each filing of the Plan's annual  report
pursuant  to  section 15(d) of the Exchange Act that is  incorporated  by
reference  in the registration statement  shall be deemed  to  be  a  new
registration  statement relating to the securities offered  therein,  and
the  offering of such securities at that time shall be deemed to  be  the
initial bona fide offering  thereof.

(c)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of  1933  may be  permitted to directors,  officers  and
controlling   persons  of  the  registrant  pursuant  to  the   foregoing
provisions,  or otherwise, the registrant has been advised  that  in  the
opinion  of  the Securities and  Exchange Commission such indemnification
is  against  public  policy as expressed in the Act and   is,  therefore,
unenforceable.   In  the  event that a claim for indemnification  against
such  liabilities  (other than the payment by the registrant of  expenses
incurred  or  paid by a director, officer or  controlling person  of  the
registrant  in the successful defense of any action, suit or  proceeding)
is    asserted  by  such  director,  officer  or  controlling  person  in
connection  with  the securities being registered, the  registrant  will,
unless  in  the  opinion of its counsel the matter has  been  settled  by
controlling precedent, submit to a court of appropriate jurisdiction  the
question whether such  indemnification by it is against public policy  as
expressed  in the Act and will be governed by the  final adjudication  of
such issue.

                             SIGNATURES

     Pursuant  to  the requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds to believe  that  it
meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned
in the capacities indicated, thereunto duly authorized, July 15, 1997.

                           READING & BATES CORPORATION

                           By /s/Tim W. Nagle
                             -------------------------
                             Tim W. Nagle,
                             Executive Vice President, Finance and
                             Administration
                             (Principal Financial and Accounting Officer)

     Each person whose signature appears below hereby authorizes each  of
Paul  B.  Loyd, Jr., Tim W. Nagle and Wayne K. Hillin (the  "Agents")  to
file  one  or  more amendments  (including post-effective amendments)  to
this  registration statement, which amendments may make such  changes  in
the  registration statement as such Agent deems appropriate and each such
person hereby appoints each such Agent as attorney-in-fact to execute  in
the  name  and on behalf of each such person, individually  and  in  each
capacity   stated  below,  any  such  amendments  to  the    registration
statement.

          Pursuant  to  the requirements of the Securities Act  of  1933,
this  registration statement has been signed by the following persons  in
the capacities indicated on July 15, 1997.

     Signature                Title

/s/Paul B. Loyd, Jr.         Chairman of the  Board
------------------------     of Directors, President and Chief
Paul B. Loyd, Jr.            Executive Officer (Principal Executive Officer)

/s/Tim W. Nagle              Executive Vice President, Finance
------------------------     and Administration
Tim W. Nagle                 (Principal Financial and Accounting Officer)

/s/Arnold L. Chavkin         Director
------------------------
Arnold L. Chavkin

/s/Charles A. Donabedian     Director
------------------------
Charles A. Donabedian

/s/Ted Kalborg               Director
------------------------
Ted Kalborg

/s/Macko A. E. Laqueur       Director
------------------------
Macko A. E. Laqueur

/s/J. W. McLean              Director
------------------------
J. W. McLean

/s/ Robert L. Sandmeyer      Director
------------------------
Robert L. Sandmeyer