READING & BATES CORP
SC 13G/A, 1997-01-16
DRILLING OIL & GAS WELLS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                                                               

                                  SCHEDULE 13G




                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                           Reading & Bates Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)
                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)
                                    755281805
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



Check here if a fee is being paid with this statement:  . (A fee is not required
only if the  filing  person:  (1) has a  previous  statement  on file  reporting
beneficial  ownership  of more than  five  percent  of the  class of  securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).













                                PAGE 1 OF 4 PAGES

<PAGE>

- ---------------------                                      ---------------------
CUSIP No.   755281805                 13G                  Page  2  of  4  Pages
- ---------------------                                      ---------------------

- --------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          John Hancock Mutual Life Insurance Company
          I.R.S. No. 04-1414660
- --------------------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  |_|
                                                                        (b)  |_|
          N/A
- --------------------------------------------------------------------------------
   3      SEC USE ONLY

- --------------------------------------------------------------------------------
   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          Commonwealth of Massachusetts
- --------------------------------------------------------------------------------
                      5     SOLE VOTING POWER
    Number of
     Shares                 2,307,256

                   -------------------------------------------------------------
  Beneficially        6     SHARED VOTING POWER
    Owned by
      Each                  -0-

                   -------------------------------------------------------------
    Reporting         7     SOLE DISPOSITIVE POWER
     Person
      With                  2,307,256

                   -------------------------------------------------------------
                      8     SHARED DISPOSITIVE POWER

                            -0-

- --------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,307,256
- --------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

          N/A
- --------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          3.2%
- --------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON*

          IC, BD, IA
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                                PAGE 2 OF 4 PAGES


<PAGE>

         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed  on behalf of a person by his  authorized  representative  other  than an
executive  officer or general  partner of the  filing  person,  evidence  of the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.

     Attention:  Intentional  misstatements  or  omissions  of  fact  constitute
Federal criminal violations (See 18 U.S.C. 1001)


     Item 1(a)      Name of Issuer:
                    Reading & Bates Corporation

     Item 1(b)      Address of Issuer's Principal Executive Offices:
                    Suite 200
                    901 Threadneedle Street
                    Houston, TX   77079

     Item 2(a)      Name of Person Filing:
                    This  filing is made on behalf of John  Hancock  Mutual Life
                    Insurance Company ("JHMLICO").

     Item 2(b)      Address of the Principal Offices:
                    The principal  business office of JHMLICO is located at John
                    Hancock Place, P.O. Box 111, Boston, MA 02117.

     Item 2(c)      Citizenship:
                    JHMLICO  is  organized  and  exists  under  the  laws of the
                    Commonwealth of Massachusetts.

     Item 2(d)      Title of Class of Securities:
                    Common Stock

     Item 2(e)      CUSIP Number:
                    755281805

     Item 3         If the Statement is being filed  pursuant to Rule  13d-1(b),
                    or 13d-2(b), check whether the person filing is a:

                    JHMLICO:  (a) (X)   Broker or Dealer registered under ss.15
                                        of the Act.

                              (c) (X)   Insurance Company as defined in 
                                        ss.3(a)(19) of the Act.

                              (e) (X)   Investment Adviser registered under 
                                        ss.203 of the Investment Advisers Act 
                                        of 1940.

     Item 4         Ownership:

                    (a)  Amount Beneficially Owned:  JHMLICO has beneficial 
                         ownership of 2,307,256 shares of Common Stock: 
                         1,594,756 directly and 712,500 shares through various 
                         `40 Act investment companies managed by JHMLICO's  
                         indirect, wholly-owned subsidiary, John Hancock 
                         Advisers, Inc. ("JHA"), a registered investment 
                         adviser.

                                PAGE 3 OF 4 PAGES


<PAGE>


                    (b)  Percent of Class:  3.2%

                    (c)  (i)    sole power to vote or to direct the vote:
                                JHMLICO  or JHA has sole power to vote or to
                                direct the vote of the 2,307,256  shares, as
                                discussed in Item 4(a) above.

                         (ii)   shared power to vote or to direct the vote:  -0-

                         (iii)  sole power to dispose or to direct the 
                                disposition:
                                JHMLICO or JHA has sole power to dispose or to 
                                direct the  disposition  of the 2,307,256 
                                shares, as discussed in Item 4(a) above.

                         (iv)   shared power to dispose or to direct the 
                                disposition of:  -0-

     Item 5         Ownership of Five Percent or Less of a Class:
                    With this filing,  the  Reporting Person states that it owns
                    five percent or less of Common Stock.

     Item 6         Ownership of More than Five Percent on Behalf of Another 
                    Person:
                    Not applicable.

     Item 7         Identification  and  Classification  of the Subsidiary which
                    Acquired  the  Security  Being  Reported  on by  the  Parent
                    Holding Company:
                    Not applicable.

     Item 8         Identification and Classification of Members of the Group:
                    Not applicable.

     Item 9         Notice of Dissolution of a Group:
                    Not applicable.

     Item 10        Certification:
                    By signing below the undersigned certifies that, to the best
                    of its  knowledge  and belief,  the  securities  referred to
                    above were  acquired in the ordinary  course of business and
                    were not  acquired  for the  purpose  of and do not have the
                    effect of changing or influencing  the control of the issuer
                    of such  securities and were not acquired in connection with
                    or as a participant in any  transaction  having such purpose
                    or effect.


                                    SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

                               John Hancock Mutual Life Insurance Company
                               By:      /s/ Margaret M. Stapleton
                               Name:    Margaret M. Stapleton
Dated: January 16, 1997        Title:   Vice President and Senior Credit Officer


                                PAGE 4 OF 4 PAGES




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