READING & BATES CORP
8-K, 1995-03-07
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:  March 7, 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  March  7,
                               1995  -  Appointment  of  Morgan
                               Stanley  & Co.  Incorporated  to
                               serve as financial advisor.


                           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:  March 7, 1995

                                                     EXHIBIT 99



For additional information, please contact: Mr. Charles R. Ofner
                                                  (713) 496-5000
     
   March 7, 1995   Houston,  Texas.....Reading & Bates Corporation
(RB-NYSE) announced today that it has engaged Morgan Stanley & Co.
Incorporated to  serve  as its  financial advisor with  respect to
the evaluation of the  unsolicited merger proposal Reading & Bates
recently received from Sonat Offshore Drilling Inc.

   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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