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
                 1996 Director Restricted Stock Award 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      | 54,000 shares  |  $28.4375  |  $1,535,625   | $465.34
 $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 1996 Director Restricted Stock Award 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 Executive Officer (Principal Executive
Paul B. Loyd, Jr.          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": "1996 DIRECTOR RESTRICTED STOCK AWARD PLAN", "secsgml_size_bytes": 18893}]
{"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": "333-31315", "film-number": "97640912"}, "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
                 1996 Director Restricted Stock Award 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      | 54,000 shares  |  $28.4375  |  $1,535,625   | $465.34
 $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 1996 Director Restricted Stock Award 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 Executive Officer (Principal Executive
Paul B. Loyd, Jr.          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