READING & BATES CORP
8-K, 1996-08-05
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:  August 5, 1996

                           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 August 5, 1996 - Reading & Bates
                         gives  notice  that  it  will redeem all outstanding
                         shares of the Company's $1.625 Convertible Preferred
                         Stock on September 30, 1996 at the redemption  price
                         of $26.1375 per share.


                                    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
                                          Executive Vice President, 
                                          Finance and Administration 


  Dated: August 5, 1996

                                                                   EXHIBIT 99
  Internet Address:  http://www.rdgbat.com

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

   Reading & Bates to Redeem Outstanding $1.625 Convertible Preferred Stock 

        August 5,  1996, Houston, Texas....Reading  & Bates Corporation (RB-
  NYSE)  announced today it has given notice it  will redeem all outstanding
  shares of the  Company's $1.625  Convertible Preferred Stock  on September
  30, 1996 at the redemption price  of $26.1375 per share.  In addition  the
  Board of Directors  of the Company has  declared the quarterly dividend of
  $0.40625  per  share  on the  $1.625  Convertible Preferred  Stock payable
  September 30,  1996 to  holders of record  as of  September 3,  1996.  The
  current  conversion price  per share  of the  Company's common  stock into
  which  the $1.625  Convertible Preferred  Stock is  convertible is  $8.625
  (equivalent to the rate of 2.899  shares of common stock for each share of
  $1.625  Convertible  Preferred  Stock),  and  the  shares  of  the  $1.625
  Convertible Preferred Stock  may be  surrendered for  conversion no  later
  than the close of business on September 30, 1996.

        Reading  &  Bates  is  a  New York  Stock  Exchange  listed company,
  engaging in 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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