READING & BATES CORP
8-K, 1996-05-07
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:  May 6, 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 99.1 -       Press Release dated May 3, 1996 - Confirming
                                  a  proposal   to  Transocean   regarding   a
                                  combination   of   Reading   &   Bates   and
                                  Transocean.

             Exhibit 99.2 -       Press Release dated May 6, 1996 - Announcing
                                  letter of  intent from BP  Exploration for a
                                  long term contract for the "HENRY GOODRICH".


                                    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: May 6, 1996

                                                                 EXHIBIT 99.1

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

        May  3, 1996,  Houston, Texas.....Reading  & Bates  Corporation (RB-
  NYSE) confirmed today that it had made a proposal to  Transocean regarding
  a  combination  of the  two  companies in  a  transaction that  would have
  entitled each  of  Transocean's shareholders  to receive  1.245 shares  of
  Reading & Bates' common stock for each share of Transocean common stock.

        Paul B. Loyd,  Jr., the Company's Chairman, President and  CEO said,
  "We  believe our  offer represents  a more  favorable economic  result for
  Transocean's  shareholders  and a  better strategic  fit  between  the two
  companies.   We are considering  our options  in light of  the decision by
  Transocean's board."

        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.

                                      ###

                                                                 EXHIBIT 99.2
  
  FOR IMMEDIATE RELEASE                        Contact:  Mr. Charles R. Ofner
                                                               (713) 496-5000

        May  6, 1996,  Houston, Texas.....Reading  & Bates  Corporation (RB-
  NYSE)  announced that  BP Exploration has  issued a  letter of  intent for
  utilization  of the  fourth-generation semisubmersible  HENRY  GOODRICH to
  perform development drilling  in the  Schiehallion field west  of Shetland
  in  the U.K. sector of the North Atlantic.  The HENRY GOODRICH is owned by
  Arcade  Drilling  AS,  a  Norwegian  company  in  which  Reading  &  Bates
  Corporation  holds  approximately  74%  ownership  interest.    The  HENRY
  GOODRICH  is currently drilling for Shell U.K. Limited  in the U.K. sector
  of the North  Sea, and a subsidiary of Reading & Bates is expected to take
  over  operation of the unit  under a management contract which would begin
  upon the  expected commencement  of the  Schiehallion development drilling
  with BP  on October  1, 1996.   The contract  is expected to  have a  term
  between 18  and 39  months, with the  first 32  months priced  at firm day
  rates.  Dayrates are mutually agreed after the first 32 months.  The total
  contract  value of the 32 month firm priced period is approximately $129.7
  million, with the final 12 months of the 32 month period having a contract
  value of $51.8  million.  These contract value estimates  exclude possible
  gain share incentives which are  based on risk/reward performance elements
  to be mutually agreed.   

        The  letter of  intent  follows the  previously announced  letter of
  intent issued by  BP for the fourth-generation rig  PAUL B. LOYD, JR., and
  thus provides that both the HENRY  GOODRICH the PAUL B. LOYD, JR. will  be
  utilized for the Schiehallion development drilling, with anticipated total
  project duration of 4.5 years.

        Paul B. Loyd, Jr., the Company's Chairman, President and CEO stated,
  "As we stated in our  earlier release with regard to the  commitment by BP
  for the PAUL B. LOYD, JR., the Schiehallion program is very significant to
  BP and the  offshore drilling and floating  production business generally,
  and we  are extremely pleased  that Reading  & Bates has  been selected to
  execute  the  demanding Schiehallion  development.   This award,  which is
  subject to confirmation by Shell that the HENRY GOODRICH will  be released
  to meet  the required  timing for  the Schiehallion  development drilling,
  further expands  our relationship  with BP  as Reading  & Bates  will have
  three  of  the  world's  most  sophisticated  deepwater harsh  environment
  vessels  working for BP west of Shetland--the fourth-generation semis PAUL
  B.  LOYD,   JR.  and   HENRY  GOODRICH  and   the  dynamically  positioned
  multiservice  semi  IOLAIR.    Once  again, this  new  project  is graphic
  illustration of the  earnings power of our fourth-generation units  as the
  market  for their  services has  tightened and  they  are utilized  in the
  specific environments for which they were designed."

        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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