READING & BATES CORP
8-K, 1997-09-12
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:  September 12, 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 September 12, 1997 - Reading &
                          Bates announces that Hart Scott Rodino Filing has
                          been accepted by Department of Justice.    



                                    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: September 12, 1997

                                                       EXHIBIT 99

FOR IMMEDIATE RELEASE               Contact: Mr. Charles R. Ofner
                                             (281)496-5000


     Falcon Drilling and Reading & Bates Announce that Hart Scott
       Rodino Filing has been accepted by Department of Justice.


September 12, 1997, Houston, Texas. Falcon Drilling Company, Inc.
(NYSE:  FLC) and Reading & Bates Corporation (NYSE: RB) announced
today  the  applicable waiting period under the Hart-Scott-Rodino
Antitrust   Improvements  Act  of  1976  and  rules   promulgated
thereunder  has  expired, and that the companies  anticipate  the
merger will be completed in the fourth quarter of this year.  The
companies previously announced that they would merge on July  10,
1997, creating a new company---R&B Falcon Corporation--which will
operate the world's largest offshore drilling fleet.

Paul  B.  Loyd,  Jr.,  Chairman,  Chief  Executive  Officer   and
President  of  Reading  &  Bates,  commented,  "In  our  original
announcement of the merger in early July we indicated that we did
not expect there to be any antitrust concerns with the merger and
we  are  pleased  to  see this confirmed.   The  demand  for  our
drilling   services,  particularly  in  the   deepwater   market,
continues  to be exceptionally strong and our planned merger  is,
if  anything,  even more of an excellent strategic fit  now  than
when it was announced."

Steven A. Webster, Chairman and Chief Executive Officer of Falcon
Drilling,  said,  "Clearing this hurdle keeps us  on  target  for
finalization of the merger in November.  Our enthusiasm that this
transaction  will create significant shareholder value  for  both
R&B  and  Falcon  shareholders has only been  heightened  in  the
period since the merger was announced."

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 Corporation is a New York Stock Exchange  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.  In July Reading  &  Bates
and  Falcon Drilling Company Inc. announced that they have agreed
to  combine  their  companies into a  new  company--  R&B  Falcon
Corporation--which  will  operate the  world's  largest  offshore
drilling fleet.

                            



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