Rule 424(b)(3)
33-50565
SUPPLEMENT NUMBER 2 TO PROSPECTUS DATED OCTOBER 20, 1993
READING & BATES CORPORATION
31,533,614 Shares
Common Stock
The Prospectus dated October 20, 1993 is hereby supplemented by the
addition of the following information under the caption "SELLING
STOCKHOLDERS" therein.
SELLING STOCKHOLDERS
Dedicated Holdings Ltd. ("DHL") has informed the Company that it has trans-
ferred 2,099,180 Shares to Den norske Bank AS ("DnB") in satisfaction of certain
bona fide recourse indebtedness owed by DHL to DnB which was secured by such
Shares. As a result of such transfer, the Irrevocable Proxy granted to BCL, as
well as the Refusal Right granted to Serife with respect to such Shares, have
automatically terminated. As of May 12, 1994, Shares held by DHL and DnB and
registered for resale under the Registration Statement were as follows:
<TABLE>
<CAPTION>
Percent of
Number of total shares
shares which Number of outstanding
may be of- shares bene- beneficially
Number of fered pursu- ficially owned owned upon
Selling shares benefi- ant to this if all shares completion of
Stockholder cially owned Prospectus are sold offering
- ------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Dedicated 0 0 0 *
Holdings Ltd.
Den norske 2,099,180 2,099,180 0 *
Bank AS
</TABLE>
___________________________
* Less than one percent
DnB has informed the Company that DnB sold all of such 2,099,180 Shares
in brokered transactions on the New York Stock Exchange on May 12, 1994.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 12, 1994.
