Registration No. 33-
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             -----------------------

                                    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
                          1995 Director Stock Option Plan
                              (Full title of the plan)
                              ------------------------
                                  WAYNE K. HILLIN
                           Senior Vice President, General
                               Counsel and Secretary
                            Reading & Bates Corporation
                            901 Threadneedle, Suite 200
                               Houston, Texas  77079
                      (Name, address of agent for service)

                                   (713) 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:   | share:    |  price:    |  fee:
   --------------|----------------|-----------|------------|---------------
   Common Stock  | 200,000 shares |  $7.375   | $1,475,000 |  $508.62
   ($.05 Par     |                |           |            | 
    Value)       |                |           |            |
   ========================================================================



                                      PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The document(s) 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  1995
   Director Stock Option Plan (the "Plan").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

   The Annual Report of Reading & Bates Corporation (the "Company") on Form
   10-K  for the fiscal year ended December 31, 1994 is incorporated herein
   by  reference.  All  other reports filed since  December 31, 1994 by the
   Company  pursuant  to  Section 13(a) or 15(d) of the Securities Exchange
   Act  of 1934 (the "Exchange  Act") are  also incorporated  by reference.
   All documents filed by the  Company pursuant  to Sections  13(a), 13(c),
   14 and 15(d) of the Exchange Act, after the date hereof and prior to the
   filing   of  a  post-effective   amendment  which   indicates  that  all
   securities offered  have been  sold or which deregisters  all securities
   then remaining unsold, shall be deemed  to be incorporated by  reference
   herein  and to  be  a  part hereof  from  the  date  of filing  of  such
   documents.

   Any  statement contained  in a  document  incorporated  or deemed  to be
   incorporated  by reference  herein shall  be  deemed  to be  modified or
   superseded for  purposes of this  Registration Statement  to the  extent
   that  a statement contained  herein or  in any  other subsequently filed
   document  which also  is or  is deemed  to be  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 Registration Statement.

   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 10,505 shares  of Common  Stock of the  Company and
   holds options  to purchase an additional  80,000 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  dated July  31, 1995,  duly
                  admitted to  practice in  the State  of Texas  and Senior
                  Vice President 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 (included in Exhibit 5)

        24    -   Powers  of attorney  pursuant to  which this Registration
                  Statement has been signed  on behalf of certain directors
                  of the Company.


   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.

   (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, on
   this 31st day of July, 1995.

                                    READING & BATES CORPORATION

                                    By /s/ Tim W. Nagle
                                       ------------------------
                                       Tim W. Nagle,
                                       Vice President and Chief            
                                       Financial Officer

         Pursuant to the requirements of the  Securities Act of 1933,  this
   registration statement has been signed by  the following persons in  the
   capacities indicated and on July 31, 1995.


      Signature                     Title

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


   /s/Tim W. Nagle              Vice President and Chief Financial
   ------------------------     Officer (Principal Financial and
   Tim W. Nagle                 Accounting Officer)   
                                                    
   Arnold L. Chavkin*           Director
   ------------------------
   Arnold L. Chavkin

   Charles A. Donebedian*       Director
   ------------------------
   Charles A. Donebedian

   Ted Kalborg*                 Director
   ------------------------
   Ted Kalborg

   Macko A. E. Laqueur*         Director
   ------------------------
   Macko A. E. Laqueur

                                Director
   ------------------------
   J. W. McLean

   C. Kirk Rhein, Jr.*          Director
   ------------------------
   C. Kirk Rhein, Jr.

   Robert L. Sandmeyer*         Director      *By: /s/Tim W. Nagle
   ------------------------                        -------------------------
   Robert L. Sandmeyer                              Tim W. Nagle
                                                    Attorney-in-Fact
                                Director
   ------------------------
   Steven A. Webster


                                 EXHIBIT INDEX
                                                           Sequentially
                                                            Numbered
   Item                  Exhibits                              Page
   ----                  --------                              ----

    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.)                           (1)

    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.)              (1)

    4.3    -     Bylaws.  (Filed as Exhibit 3.1 to the
                 Company's Form 8-K dated March 3, 1995
                 and incorporated herein by reference.)          (1)

    5      -     Opinion of Wayne K. Hillin, Senior Vice
                 President  and General Counsel

   15      -     Letter regarding unaudited interim
                 financial information

   23.1    -     Consent of Independent Public Accountants

   23.2    -     Consent of Counsel (included in Exhibit 5)

   24      -     Powers of Attorney
   ----------------------
   (1)     Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "1995 DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 19747}]
Registration No. 33-
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             -----------------------

                                    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
                          1995 Director Stock Option Plan
                              (Full title of the plan)
                              ------------------------
                                  WAYNE K. HILLIN
                           Senior Vice President, General
                               Counsel and Secretary
                            Reading & Bates Corporation
                            901 Threadneedle, Suite 200
                               Houston, Texas  77079
                      (Name, address of agent for service)

                                   (713) 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:   | share:    |  price:    |  fee:
   --------------|----------------|-----------|------------|---------------
   Common Stock  | 200,000 shares |  $7.375   | $1,475,000 |  $508.62
   ($.05 Par     |                |           |            | 
    Value)       |                |           |            |
   ========================================================================

                                      PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The document(s) 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  1995
   Director Stock Option Plan (the "Plan").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

   The Annual Report of Reading & Bates Corporation (the "Company") on Form
   10-K  for the fiscal year ended December 31, 1994 is incorporated herein
   by  reference.  All  other reports filed since  December 31, 1994 by the
   Company  pursuant  to  Section 13(a) or 15(d) of the Securities Exchange
   Act  of 1934 (the "Exchange  Act") are  also incorporated  by reference.
   All documents filed by the  Company pursuant  to Sections  13(a), 13(c),
   14 and 15(d) of the Exchange Act, after the date hereof and prior to the
   filing   of  a  post-effective   amendment  which   indicates  that  all
   securities offered  have been  sold or which deregisters  all securities
   then remaining unsold, shall be deemed  to be incorporated by  reference
   herein  and to  be  a  part hereof  from  the  date  of filing  of  such
   documents.

   Any  statement contained  in a  document  incorporated  or deemed  to be
   incorporated  by reference  herein shall  be  deemed  to be  modified or
   superseded for  purposes of this  Registration Statement  to the  extent
   that  a statement contained  herein or  in any  other subsequently filed
   document  which also  is or  is deemed  to be  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 Registration Statement.

   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 10,505 shares  of Common  Stock of the  Company and
   holds options  to purchase an additional  80,000 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  dated July  31, 1995,  duly
                  admitted to  practice in  the State  of Texas  and Senior
                  Vice President 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 (included in Exhibit 5)

        24    -   Powers  of attorney  pursuant to  which this Registration
                  Statement has been signed  on behalf of certain directors
                  of the Company.

   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.

   (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, on
   this 31st day of July, 1995.

                                    READING & BATES CORPORATION

                                    By /s/ Tim W. Nagle
                                       ------------------------
                                       Tim W. Nagle,
                                       Vice President and Chief            
                                       Financial Officer

         Pursuant to the requirements of the  Securities Act of 1933,  this
   registration statement has been signed by  the following persons in  the
   capacities indicated and on July 31, 1995.

      Signature                     Title

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

   /s/Tim W. Nagle              Vice President and Chief Financial
   ------------------------     Officer (Principal Financial and
   Tim W. Nagle                 Accounting Officer)   
                                                    
   Arnold L. Chavkin*           Director
   ------------------------
   Arnold L. Chavkin

   Charles A. Donebedian*       Director
   ------------------------
   Charles A. Donebedian

   Ted Kalborg*                 Director
   ------------------------
   Ted Kalborg

   Macko A. E. Laqueur*         Director
   ------------------------
   Macko A. E. Laqueur

                                Director
   ------------------------
   J. W. McLean

   C. Kirk Rhein, Jr.*          Director
   ------------------------
   C. Kirk Rhein, Jr.

   Robert L. Sandmeyer*         Director      *By: /s/Tim W. Nagle
   ------------------------                        -------------------------
   Robert L. Sandmeyer                              Tim W. Nagle
                                                    Attorney-in-Fact
                                Director
   ------------------------
   Steven A. Webster

                                 EXHIBIT INDEX
                                                           Sequentially
                                                            Numbered
   Item                  Exhibits                              Page
   ----                  --------                              ----

    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.)                           (1)

    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.)              (1)

    4.3    -     Bylaws.  (Filed as Exhibit 3.1 to the
                 Company's Form 8-K dated March 3, 1995
                 and incorporated herein by reference.)          (1)

    5      -     Opinion of Wayne K. Hillin, Senior Vice
                 President  and General Counsel

   15      -     Letter regarding unaudited interim
                 financial information

   23.1    -     Consent of Independent Public Accountants

   23.2    -     Consent of Counsel (included in Exhibit 5)

   24      -     Powers of Attorney
   ----------------------
   (1)     Incorporated by reference.