Rule 424(b)(3)
33-56029
SUPPLEMENT NUMBER 4 DATED JULY 24, 1995
TO PROSPECTUS DATED NOVEMBER 4, 1994
READING & BATES CORPORATION
Common Stock
The Prospectus dated November 4, 1994 is hereby supplemented by the
addition of the following information under the caption "SELLING STOCKHOLDERS"
therein.
Each of R&B Investment Partnership, L.P. (the "Partnership") and R&B
Investment Partnership II, L.P. (the "Partnership II" and together with the
Partnership, the "Partnerships") has informed the Company that, in connection
with the dissolution of such Partnership, it has (i) sold 65,015 Shares and
57,391 Shares, respectively, pursuant to the Registration Statement in
negotiated off-exchange transactions to 4 separate entities (in each such
case) and (ii) transferred 96,597 Shares and 62,670 Shares, respectively, in
private transactions to Whitman Heffernan & Rhein Workout Fund, L.P.
("Workout"), a limited partner of each Partnership. The Partnerships have
informed the Company that WHR Management Company, L.P. ("WHR") is the general
partner of Workout. As of July 24, 1995, Shares held by the WHR, Workout and
each of the Partnerships and registered for resale under the Registration
Statement were as follows:
<TABLE>
<CAPTION>
Percent
of total
shares
Number of Number of outstanding
shares which shares owned
Number of may be offered owned if upon
shares pursuant to all shares completion
Selling Stockholder Owned this Prospectus are sold of offering
- -------------------- --------- --------------- ------------ -----------
<S> <C> <C> <C> <C>
R&B Investment
Partnership, L.P. 0 0 0 *
R&B Investment
Partnership II, L.P. 0 0 0 *
WHR Management
Company, L.P. 127,211 127,211 0 *
Whitman Heffernan
& Rhein Workout
Fund, L.P. 3,646,563 3,646,563 0 *
</TABLE>
