READING & BATES CORP
8-K, 1997-11-21
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:  November 21, 1997

                           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  (281) 496-5000


  Item 7. Financial Statements and Exhibits

     (c)  Exhibits

           Exhibit 99 - Press Release dated November 21, 1997 - Reading & Bates
                        announces rescheduled stockholder meeting.
          

                                    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 
                                          (Principal Financial and
                                          Accounting Officer)

  Dated: November 21, 1997

                                                                 EXHIBIT 99

FOR IMMEDIATE RELEASE                         
                                                                                

Contacts:

Robert F. Fulton                             Charles R. Ofner
Falcon Drilling Company                      Reading & Bates
                                             Corporation
(713) 623-8984                               (281) 496-5000


              Falcon Drilling and Reading & Bates
            Announce Rescheduled Stockholder Meeting


Houston, Texas, November 21, 1997--Falcon Drilling Company,  Inc.
(NYSE:FLC)  and  Reading & Bates Corporation (NYSE:RB)  announced
today  that  their special stockholder meetings to  vote  on  the
combination  of  the two companies will be held on  December  23,
1997, at 9:00 a.m., Houston time, at the Omni Houston Hotel, Four
Riverway,  Houston,  Texas.   The notices  and  proxy  statements
relating to the meetings will be mailed to stockholders  of  both
companies  on  November  24,  1997.   The  combination  will   be
accounted for by the companies as a "pooling of interests" method
under APB Opinion No. 16.

Falcon  Drilling  Company  is a NYSE  listed  company,  providing
offshore  drilling  services for the international  oil  and  gas
industry.   Falcon's  fleet  of 82 drilling  units  services  the
international  deepwater, the offshore Gulf  of  Mexico  and  the
worldwide transition zone.

Reading  &  Bates  is  a NYSE listed company, providing  offshore
drilling  services  throughout  the  world.   Its  wholly   owned
subsidiary,  Reading  & Bates Development  Co.,  engages  in  the
business  of  acquiring  interests  in  offshore  oil   and   gas
properties  and thereby participates in reservoir  risk  sharing.
Through its TOPS joint venture, a full range of field development
contracting  alternatives is offered to oil  and  gas  companies,
including   such   services  as  drilling,  marine   and   subsea
construction and production services.

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