FALCON DRILLING CO INC
8-K, 1997-12-24
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

                            December 23, 1997
                    ---------------------------------
                    (Date of earliest event reported)

                      Falcon Drilling Company, Inc.
          ------------------------------------------------------
          (Exact name of Registrant as specified in its charter)

         Delaware                  0-26388                 76-0351754
  -----------------------   ---------------------    -----------------------
 (State of Incorporation)   (Commission File No.)       (IRS Employer 
                                                      Identification No.)

          1900 West Loop South, Suite 1800, Houston, Texas 77027
       ------------------------------------------------------------
       (Address of principal executive offices, including zip code)

                              (713) 623-8984
           ----------------------------------------------------
           (Registrant's telephone number, including area code)

                              Not Applicable
      -------------------------------------------------------------
      (Former name or former address, if changed since last report)




ITEM 5  OTHER EVENTS.

      On December 23, 1997, Falcon Drilling Company, Inc. and Reading &
Bates Corporation issued a press release announcing the approval of the
shareholders of each of the companies of the business combination, a copy
of which is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)  Exhibits

      99.1  Press release issued by Falcon Drilling Company, Inc. and Reading &
            Bates Corporation on December 23, 1997.




                                    SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                          FALCON DRILLING COMPANY, INC.


                                          By: /s/ Leighton E. Moss

                                             Name:  Leighton E. Moss
                                             Title: General Counsel

Date:  December 24, 1997






                                                             EXHIBIT 99.1

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              Tel: 713/623-8984

FOR IMMEDIATE RELEASE
DECEMBER 23, 1997

            READING & BATES AND FALCON DRILLING ANNOUNCE
                   SHAREHOLDER APPROVAL OF MERGER

Houston, Texas - Reading & Bates Corporation (NYSE: RB) and Falcon
Drilling Company, Inc. (NYSE: FLC) announced that on December 23, 1997,
the shareholders of both companies approved the business combination of
the companies. The combination will become effective on December 31,
1997, at which time Reading & Bates and Falcon will become wholly owned
subsidiaries of R&B Falcon Corporation. Shares of R&B Falcon Corporation
will begin trading on January 2, 1998, under the symbol "FLC".

R&B Falcon Corporation will operate the world's largest fleet of
marine-based drilling rigs for the international oil and gas industry.
The combined rig fleet includes twelve drillships (including seven under
construction), eleven semisubmersible rigs, a floating production vessel,
twenty-six jackup rigs, three submersible rigs, two tender rigs and
fifty-five barge drilling and workover rigs. Including units committed
under long-term contract, but not yet in service, R&B Falcon will
actively market ninety-six of these units in the offshore and inland
waters worldwide. R&B Falcon will also operate an inland marine towing
and service business.

For more information contact:
Charles R. Ofner at Reading & Bates Corporation (281) 496-5000
Robert F. Fulton at Falcon Drilling Company (713) 623-8984




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