READING & BATES CORP
8-K, 1997-10-27
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:  October 27, 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 October 27, 1997 - Reading & Bates
                        announces   that  the   special  stockholders  meeting 
                        scheduled  for  November 24,  1997  has been postponed
                        until mid-December.


                                    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: October 27, 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 Postpone Stockholder Meetings


Houston,  Texas, October 27, 1997--Falcon Drilling Company, Inc. (NYSE:FLC)
and  Reading  & Bates Corporation (NYSE:RB) announced today that  they  are
postponing  their special stockholder meetings scheduled for  November  24,
1997 until mid-December because they are in continuing discussions with the
Securities  and Exchange Commission regarding the proper treatment  of  the
previously  announced combination between Falcon and Reading & Bates  under
the  purchase  method  of accounting or the "pooling of  interests"  method
under APB Opinion No. 16, and the finalization of the necessary joint proxy
statement.

Steven  Webster  and  Paul B. Loyd, Jr., the chief  executive  officers  of
Falcon and Reading & Bates, respectively, said "This transaction is clearly
in  the  best interest of our stockholders, and we are disappointed by  the
delay.   We  are  committed  to completing this transaction."   Falcon  and
Reading & Bates now expect that the combination will close in mid-December.
The  closing  is  not  expected to be further delayed by  the  pending  SEC
discussions.

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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