READING & BATES CORP
8-K, 1995-04-07
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 6, 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  6,
                                1995  -    Announcing  that  the
                                Company   has   been   named   a
                                defendant  in a  purported class
                                action lawsuit.



                             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 6, 1995

                                                                   EXHIBIT 99



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




               Houston,  Texas...April 6, 1995...Reading & Bates Corporation
   (NYSE;  RB) announced  today that  it  had been  named a  defendant  in a
   purported  class action  lawsuit filed  in the Court  of Chancery  of the
   State of  Delaware.  The suit  also names Reading  & Bates'  directors as
   defendants.   The suit  alleges, inter alia, that  the directors breached
   their fiduciary duties by rejecting the  previously announced unsolicited
   merger proposal made by Sonat Offshore Drilling Inc.  and by adopting the
   previously announced  shareholder rights plan.

               The plaintiff, who purports to be an owner of Reading & Bates
   common  stock and  who seeks  to represent  a class  of   shareholders of
   Reading  & Bates  who  are similarly  situated, seeks  injunctive  relief
   damages  in an  unspecified  amount and  certain other  relief, including
   costs and expenses.  Reading & Bates believes that the plaintiff's claims
   are groundless  and that  it  has meritorious  defenses to  the  lawsuit.
   Reading & Bates intends to defend the lawsuit vigorously.

               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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