Rule 424(b)(3)
33-62727
SUPPLEMENT NUMBER 3 DATED JUNE 17, 1996
TO PROSPECTUS DATED SEPTEMBER 26, 1995
READING & BATES CORPORATION
Common Stock
The Prospectus dated September 26, 1995 is hereby supplemented by
the addition of the following information under the caption "SELLING
STOCKHOLDERS" therein.
Set forth below are the names of each Selling Stockholder, the
number of shares of Common Stock owned as of June 14, 1996 by each Selling
Stockholder, the number of Shares which may be offered by each Selling
Stockholder, the number of shares of Common Stock to be owned by each
Selling Stockholder upon completion of the offering contemplated hereby
and the percentage of total shares of Common Stock outstanding owned by
each Selling Stockholder upon completion of the offering contemplated
hereby.
<TABLE>
<CAPTION>
Percent
of total
Number of Number of shares
shares which shares outstanding
Number may be offered owned if owned upon
Selling shares pursuant to all shares completion
Stockholder owned(1) this Prospectus are sold (1)(2) of offering
----------- --------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
Greenwing
Investments,
Inc. (3) 25,220 25,220 0 *
Greenwing
Ltd. (3) 494,780 494,780 0 *
John Hancock
Mutual Life
Insurance
Company(4) 3,909,924 1,594,756 2,315,168 3.72%
Knights of
Columbus 59,857 32,000 27,857 *
Pan-American
Life Insurance
Company 69,259 40,000 29,259 *
Chemical
Investments,
Inc. (3) 1,527,309 1,527,309 0 *
WHR Management
Company, L.P.(5) 30,000 30,000 0 *
Workships
Intermediaries,
N.V. (3) 303,168 303,168 0 *
--------- --------- --------- -----
Total: 6,419,517 4,047,233 2,372,284 3.72%
========= ========= ========= =====
_______________________
* Less than one percent
<FN>
(1) Includes shares of Common Stock as to which such Selling Stockholder
is the "beneficial owner" as defined in Rule 13d-3 under the
Exchange Act, except that (i) shares of Common Stock which may be
deemed, pursuant to such Rule, to be beneficially owned by more than
one Selling Stockholder are included only for the Selling Stockholder
which may currently offer and sell such Shares pursuant to the
Registration Statements and (ii) securities, if any, that may be held
by a Selling Stockholder or its affiliates in investment accounts,
trust accounts, custody accounts or other similar fiduciary
capacities are excluded from the above table.
(2) Assumes no other acquisition of shares of Common Stock after the date
of this Prospectus.
(3) Based upon information contained in a Schedule 13D, as amended as of
March 7, 1995, which was filed by BCL Investment Partners, L.P.
("BCL") and the other reporting persons (the "Reporting Persons")
named therein, and upon certain other information available to the
Company, effective November 14, 1994, the partners of BCL voted to
dissolve BCL, and BCL distributed to its partners substantially all
of its assets, including 60,250 shares of Common Stock held by it.
In addition, BCL conveyed 20,000 shares of Common Stock of the
Company to Greenwing Investments, Inc. ("Greenwing"), to be held in
trust to satisfy liabilities of BCL. To the extent any such shares
remain after Greenwing determines that all liabilities of BCL have
been discharged or provided for, such remaining shares will be
distributed to the former partners of BCL in proportion to their
ownership interests in BCL. The Schedule 13D states that as a result
of such distribution and dissolution, BCL no longer holds any shares
of Common Stock in its name and the Reporting Persons ceased to
constitute or act as a group with respect to their ownership of
shares of Common Stock. Based upon the Schedule 13D and other
information available to the Company, the Company believes that Dr.
Macko Laqueur (a director of the Company) controls Workship
Intermediaries, N.V. and Paul B. Loyd, Jr., the Company's chairman
and chief executive officer, controls Greenwing Ltd. ("Ltd.") and
Greenwing. Chemical Investment, Inc. is an indirect wholly-owned
subsidiary of Chemical Banking Corporation. Mr. Arnold L. Chavkin (a
director of the Company) is president of the Chemical Banking
Corporation affiliate which controls Chemical Investments, Inc.
(4) Based upon information contained in a Schedule 13G, as amended as of
February 7, 1996, filed by John Hancock Mutual Life Insurance
Company, and upon certain other information available to the Company.
The Schedule 13G indicates that Hancock has the sole power to direct
the disposition of 3,097,924 of such shares of Common Stock and the
sole power to vote 3,097,924 of such shares of Common Stock and that
Hancock's indirect wholly-owned subsidiary, John Hancock Advisors,
Inc., has the sole power to direct the disposition of 812,000 of such
shares of Common Stock and the sole power to vote 812,000 of such
shares of Common Stock.
(5) Based upon information contained in a Schedule 13D, as amended as of
October 30, 1995, as filed by WHR Management Company, L.P., as
general partner of R&B Investment Partnership, L.P. and Whitman
Heffernan & Rhein Workout Fund, L.P. , and upon certain other
information available to the Company. Pursuant to an agreement
between the Company and R&B Investment Partnership, L.P., certain
compensation and benefits (including an award of 90,000 shares of
restricted Common Stock to Mr. Rhein under the Company's 1992
Long-Term Incentive Plan) are payable to WHR Management Company, L.P.
Such restricted stock award shares are included in the shares listed
for such firm in the table above, and Mr. Rhein disclaims beneficial
ownership of such shares.
</TABLE>
