READING & BATES CORP
8-K, 1995-04-18
DRILLING OIL & GAS WELLS
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                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549


                             FORM 8-K


                          CURRENT REPORT


                Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934


                 Date of Report:  April 18, 1995


                   READING & BATES CORPORATION
      (Exact name of registrant as specified in its charter)


      Delaware             1-5587               73-0642271    
  ----------------      ------------       -------------------- 
  (State or other       (Commission         (I.R.S. Employer
   jurisdiction of       File Number)       Identification No.)
   incorporation)

         901 Threadneedle, Suite 200, Houston, TX   77079  
      (Address of principal executive offices)   (Zip Code)


 Registrant's telephone number, including area code  (713) 496-5000


  Item 7. Financial Statements and Exhibits

         (c)  Exhibits

               Exhibit 99  -    Press  Release dated  April 18,
                                1995 -    Response to  a  press
                                release  issued  on  April  18,
                                1995 by Sonat Offshore Drilling
                                Inc.



                            SIGNATURE


  Pursuant to  the requirements of the  Securities Exchange Act
  of 1934, the  registrant has  duly caused this  report to  be
  signed on  its  behalf  of  the  undersigned  thereunto  duly
  authorized.


                           READING & BATES CORPORATION


                           By /s/T. W. Nagle     
                              ---------------------
                              T. W. Nagle
                              Vice President & Chief
                              Financial Officer 

  Dated:  April 18, 1995


                                                                 EXHIBIT 99




  FOR IMMEDIATE RELEASE:                     Contact:    Mr. Charles R. Ofner
                                                               (713) 496-5000




        Houston,  Texas...April 18, 1995...In  response to  a press release
  issued  earlier today  by Sonat Offshore  Drilling Inc.,  Reading & Bates
  Corporation  (NYSE;  RB)  announced  today  that  discussions with  Sonat
  Offshore  have not  to  date demonstrated  a willingness  on the  part of
  Sonat Offshore to consider  a transaction that would be reflective of the
  short term or long term business prospects and value of  Reading & Bates.
  Reading  & Bates noted that  the implied exchange ratio  reflected in the
  potential  transaction  described  in  today's  press  release  by  Sonat
  Offshore is  not  materially higher  than  the  exchange ratio  of  their
  original proposal dated February  27, 1995.   Reading & Bates added  that
  its previously stated position  that it may  from time to time  engage in
  discussions  with  industry  participants  regarding  possible  strategic
  business combination transactions remains unchanged.

        Reading &  Bates  is a  New  York  Stock Exchange  listed  company,
  providing offshore  drilling services throughout the  world.  Its  wholly
  owned  subsidiary, Reading &  Bates Development  Co., provides technical,
  construction  and  project management  services  and floating  production
  systems to the upstream offshore oil and gas industry worldwide.


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