READING & BATES CORP
8-K, 1997-12-17
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:  December 17, 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 December 16, 1997 - Reading & Bates
                       and Falcon Drilling  announce  Board  of  Directors for
                       R&B Falcon Corporation.
          

                                    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: December 17, 1997


                                                               EXHIBIT 99
  NEWS RELEASE FROM.

  Reading & Bates Corporation             Falcon Drilling Company, Inc.
  901 Threadneedle, Suite 200             1900 West Loop South, Suite 1800
  Houston, Texas 77079                    Houston, Texas 77027
  Telephone: 281/496-5000                 Telephone: 713/623-8984
  ________________________________________________________________________

  FOR IMMEDIATE RELEASE

  Contacts:

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

                  Falcon Drilling and Reading & Bates
        Announce Board of Directors for R&B Falcon Corporation
                                   
  Houston, Texas, December 16, 1997- Reading & Bates Corporation  (NYSE:
  RB) and Falcon Drilling Company, Inc. (NYSE: FLC) announced today that
  the  directors of R&B Falcon Corporation would be Arnold  L.  Chavkin,
  Paul  B.  Loyd,  Jr., Macko A.E. Laqueur, Charles A.  Donabedian,  and
  Robert  L. Sandmeyer, who are currently Directors of Reading &  Bates,
  and  Purnendu  Chatterjee, Douglas A.P. Hamilton, Michael  E.  Porter,
  Steven A. Webster, and William R. Ziegler, who are currently Directors
  of  Falcon.   Messrs. Loyd and Webster are currently the directors  of
  R&B   Falcon  Corporation.   The  other  directors  will  take  office
  immediately prior to the mergers which will result in Reading &  Bates
  and   Falcon   becoming  wholly  owned  subsidiaries  of  R&B   Falcon
  Corporation.  The shareholder meetings of Reading & Bates  and  Falcon
  to vote on the proposed combination will be held on December 23, 1997,
  and  is expected that the combination will be made effective after the
  close of business on December 31, 1997.

  The  following is additional information about each of the persons who
  will serve as a director of R&B Falcon Corporation:

  Dr. Purnendu Chatterjee has been a director of Falcon since 1993.  Dr.
  Chatterjee  is  a private investor.  A corporation controlled  by  Dr.
  Chatterjee  is  the  general  partner of a  limited  partnership  that
  constitutes Falcon's largest stockholder.

  Arnold  L. Chavkin has been a director of Reading & Bates since August
  1991.  Mr.  Chavkin  is general partner of Chase Capital  Partners,  a
  general    partnership   which   invests   in    leveraged    buyouts,
  recapitalizations, growth equities and venture situations.
 
  Charles  A.  Donabedian has been a director of Reading &  Bates  since
  1989.  Mr.  Donabedian  is  Chairman and Chief  Executive  Officer  of
  Winston  Financial  Incorporated (formerly Winston Midwest  Marketing,
  Inc.),  which  provides  product  development,  marketing  and   sales
  consulting and services to the financial service industry.
  
  Douglas A.P. Hamilton has been a director of Falcon since 1992.  He is
  a private investor, and is one of Falcon's original investors.

  Macko  A.E. Laqueur has been a director of Reading & Bates since April
  1995.  Mr. Laqueur is a senior partner and one of the two founders  of
  Venture  Capital  Investors, a private investment company  located  in
  Amsterdam, The Netherlands.

  Paul  B.  Loyd, Jr. has been Chairman and Chief Executive  Officer  of
  Reading & Bates since June 1991.

  Dr.  Michael  E.  Porter has been a director of Falcon  since  January
  1997.   Dr. Porter is the C. Roland Christensen Professor of  Business
  Administration at the Harvard Business School.
 
  Robert  L.  Sandmeyer  has been a director of Reading  &  Bates  since
  September  1988.   Dr.  Sandmeyer served as Dean  of  the  College  of
  Business Administration at Oklahoma State University and Professor  of
  Economics until his retirement in 1994.

  Steven A. Webster has been the Chairman and Chief Executive Officer of
  Falcon since its organization in 1991.

  William  R.  Ziegler has been a director of Falcon  since  1991.   Mr.
  Ziegler is a partner of the law firm of Parson & Brown.

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