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 Long-Term Incentive 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(1):| price(1):   | fee:
   -------------|------------------|----------|-------------|-------------
   Common Stock | 2,500,000 shares | $10.0625 | $25,156,250 | $8,674.57
   ($.05 Par    |                  |          |             |
     Value)     |                  |          |             |
   =======================================================================

   (1)   Estimated solely  for the purpose  of calculating the registration
   fee pursuant to the Rule 457(c)  and (h) on basis of the  average of the
   high and low  prices reported in the  New York Stock  Exchange Composite
   Transactions on July 28, 1995.


                                      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  Long-Term Incentive 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.
   Mr. Hillin is eligible for participation in the Plan.

   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 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

   Steven A. Webster*         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 LONG TERM INCENTIVE PLAN", "secsgml_size_bytes": 19770}]
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 Long-Term Incentive 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(1):| price(1):   | fee:
   -------------|------------------|----------|-------------|-------------
   Common Stock | 2,500,000 shares | $10.0625 | $25,156,250 | $8,674.57
   ($.05 Par    |                  |          |             |
     Value)     |                  |          |             |
   =======================================================================

   (1)   Estimated solely  for the purpose  of calculating the registration
   fee pursuant to the Rule 457(c)  and (h) on basis of the  average of the
   high and low  prices reported in the  New York Stock  Exchange Composite
   Transactions on July 28, 1995.

                                      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  Long-Term Incentive 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.
   Mr. Hillin is eligible for participation in the Plan.

   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 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

   Steven A. Webster*         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.