___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Reading & Bates Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 73-0642271
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
901 Threadneedle, Suite 200
Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to
to be so registered be registered
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$1.625 Convertible New York Stock Exchange
Preferred Stock, Pacific Stock Exchange
Par Value $1.00
Per Share
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Registrant's $1.625
convertible preferred stock, $1.00 par value per share (the
"Preferred Stock"), including provisions of the Registrant's
charter and bylaws that would have an effect of delaying,
deferring or preventing a change in control of the Registrant
and that would operate only with respect to an extraordinary
corporate transaction, see the discussion under the caption
"Description of Capital Stock" set forth in the form of
Prospectus dated July 21, 1993, included in the Registration
Statement (the "Registration Statement") on Form S-3 (Reg. No.
33-65476) filed by the Registrant, which information is
incorporated by reference herein.
The Prospectus filed by the Registrant pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, on
July 23, 1993 and subsequent to the date of effectiveness of the
Registration Statement is hereby incorporated by reference
herein.
ITEM 2. EXHIBITS
(a) The Registrant's Certificate of Designations of
the Preferred Stock.*
(b) The Registrant's Restated Certificate of
Incorporation, as amended. (Filed as Exhibit 3.1
to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992 and
incorporated herein by reference.)
(c) The Registrant's by-laws, as amended. (Filed as
Exhibit 4.2 to Registration No. 33-44237 and
incorporated herein by reference.)
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* Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereto duly authorized.
READING & BATES CORPORATION
Date: March 30, 1994 /s/Wayne K. Hillin
By: Wayne K. Hillin
Senior Vice President,
General Counsel and Secretary
INDEX OF EXHIBITS
Sequentially
Numbered
Description of Exhibit Page
(a) The Registrant's Certificate
of Designations of the Preferred Stock.*
(b) The Registrant's Restated Certificate
of Incorporation, as amended. (Filed
as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein
by reference.)
(c) The Registrant's by-laws, as amended.
(Filed as Exhibit 4.2 to Registration
No. 33-44237 and incorporated herein
by reference.)
________________________
* Previously filed.
