RULE 424(b)(3)
33-56029
SUPPLEMENT NUMBER 1 DATED NOVEMBER 16, 1994
TO PROSPECTUS DATED NOVEMBER 4, 1994
READING & BATES CORPORATION
25,865,898 Shares
Common Stock
The Prospectus dated November 4, 1994 is hereby supplemented by the
addition of the following table and footnote (3) thereto in place of the
table and footnote (3) thereto under the caption "SELLING STOCKHOLDERS"
therein.
<TABLE>
<CAPTION>
Percent
of total
Number of Number of shares
shares which shares outstanding
Number of may be offered owned if owned upon
shares pursuant to all shares completion
Selling Stockholder owned(1) this Prospectus are sold (1)(2) of offering
- ------------------- ----------- ---------------- --------------- -----------
<S> <C> <C> <C> <C>
Dedicated Holdings
Ltd.(3) 6,734 6,734 0 *
Elliott Associates,
L.P. 1,247,814 1,170,997 76,817 *
The Equitable
Life Assurance
Society of the
United States 288,000 288,000 0 *
Financial Investments
Ltd.(3) 1,469,242 1,469,242 0 *
Forreal Ltd.(3) 73,227 73,227 0 *
Grace Brothers, Ltd. 445,756 445,756 0 *
Greenwing Investments,
Inc.(3) 25,220 25,220 0 *
Greenwing Ltd.(3) 1,327,271 1,327,271 0 *
Incomare Holdings,
Inc.(3) 1,610,999 1,610,999 0 *
Ingalls & Snyder
Value Partners L.P. 30,177 30,000 177 *
John Hancock Mutual
Life Insurance
Company 3,071,530 1,594,756 1,476,774 2.47%
Knights of Columbus 159,857 132,000 27,857 *
Life Line Investments
Ltd.(3) 3,771,054 3,771,054 0 *
Massachusetts Mutual
Life Insurance
Company 144,000 144,000 0 *
New England Mutual
Life Insurance
Company 220,000 220,000 0 *
N&M Holding,
N.V.(3) 5,066,352 5,066,352 0 *
Pan-American Life
Insurance Company 117,081 87,822 29,259 *
R&B Investment
Partnership,
L.P.(4) 161,612 161,612 0 *
R&B Investment
Partnership II,
L.P.(4) 120,061 120,061 0 *
RBY, Ltd.(3) 2,517,409 2,517,409 0 *
Torarica N.V.(3) 146,454 146,454 0 *
Whitman Heffernan
& Rhein Workout
Fund, L.P.(4) 3,487,296 3,487,296 0 *
WHR Management
Company, L.P.(4) 127,211 127,211 0 *
Workships
Intermediaries,
N.V.(3) 1,842,425 1,842,425 0 *
_________ _________ ________ ____
Total: 27,476,782 25,865,898 1,610,884 2.47%
========== ========== ========= ====
___________________
* Less than one percent
<FN>
(3) Based upon information contained in a Schedule 13D, as amended as
of November 15, 1994, which was filed by BCL and the other report-
ing persons named therein, and upon certain other information
available to the Company, effective November 15, 1994, the
partners of BCL voted to dissolve BCL, and BCL distributed to its
partners substantially all of its assets, including all shares of
stock of the Company held by it. In connection with its dis-
solution, BCL conveyed 20,000 shares of Common Stock of the Company
to Greenwing Investments, Inc. ("Greenwing"), to be held in trust
to satisfy liabilities of BCL. To the extent any such shares remain
after Greenwing determines that all liabilities of BCL have been dis-
charged or provided for, such remaining shares will be distributed
to the persons who were partners of BCL at the time of its
dissolution, in proportion to their ownership interests in BCL at
the time of such dissolution. The Schedule 13D states that a
stockholders agreement among BCL, its partners, and certain other
Stockholders pursuant to which the certain shares held by each of
them were required to be voted in such manner as BCL determined,
and pursuant to which each granted an irrevocable proxy (each, an
"Irrevocable Proxy") to BCL, has been terminated. Based upon the
Schedule 13D and other information available to the Company, the
Company believes that Dr. Willem Cordia (a director of the Company)
and Dr. Macko Laqueur control Workships Intermediaries, N.V.
("Workships"), Dr. Cordia and his family control Incomare Holdings,
Inc., Den norske Bank AS ("DnB") controls Dedicated Holdings Ltd.
("DHL"), Life Line Investments Ltd. ("LLI") and Financial
Investments Ltd. ("FIL"), as described below, and Paul B. Loyd, Jr.,
the Company's chairman and chief executive officer, controls
Greenwing Ltd. ("Ltd.") and Greenwing. RBY, Ltd. is an indirect
wholly-owned subsidiary of Chemical Banking Corporation. N&M
Holdings N.V. ("N&M") is an indirect wholly-owned subsidiary of
ING Bank. ING Bank is the Company's principal bank lender. In
addition, the Schedule 13D indicates that the provisions of an
agreement between BCL and N&M relating to certain first offer,
"tag-along" and equity voting rights has been terminated. DHL,
LLI and FIL have each entered into agreements pledging all of
their respective holdings of Common Stock to DnB, and Workships and
Ltd. have each entered into agreements pledging all of their
respective holdings of Common Stock to ING Bank. DnB has filed
its own Schedule 13D, as most recently amended on May 13, 1994,
stating that due to certain defaults on loans secured by the
pledges of Common Stock by DHL, LLI and FIL and on loans to
the parents of each of such entities secured by pledges of capital
stock of DHL, LLI and FIL, DnB may be considered to be the beneficial
owner of shares of Common Stock held by DHL, LLI and FIL, which
beneficial ownership is disclaimed. As a result of such defaults,
DnB has taken effective control over DHL, LLI and FIL by replacing
the directors and officers thereof with persons designated by DnB.
See "Risk Factors -- Control by Certain Stockholders" and "-- Shares
Eligible for Future Sale".
</TABLE>
-------------------------
Ingalls & Snyder Value Partners L.P. has indicated that it sold 72,904 Shares
in a broker's transaction on the New York Stock Exchange on November 10, 1994.
