FALCON DRILLING CO INC
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

                               December 16, 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             (Commission File     (IRS Employer
           Incorporation)             No.)             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 16, 1997, Falcon Drilling Company, Inc. and
          Reading & Bates Corporation issued a press release announcing the
          Board of Directors of R&B Falcon Corporation, 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 16, 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 17, 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 16, 1997

          READING & BATES AND FALCON DRILLING ANNOUNCE BOARD OF
          DIRECTORS FOR R&B FALCON CORPORATION

          Houston, Texas - 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
          Ziegler, who are currently Directors of Falcon.  Messers. 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 Ziegler has been a director of Falcon since 1991.  Mr.
          Ziegler is a partner in the law firm of Parson & Brown.


          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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