8-K

                 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:  February 29, 1996

                    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  (713) 496-5000

  Item 7. Financial Statements and Exhibits

         (c)  Exhibits

                  Exhibit 99  - Press  Release  dated  February 28, 1996 - 
                                Reading & Bates Development Co., a  wholly
                                owned subsidiary of the Company, and INTEC
                                Engineering, Inc., announces the formation
                                of  a  joint   venture,   Total   Offshore
                                Production Systems (TOPS).


                             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 

  Dated: February 29, 1996  

EX-99

                                                                  EXHIBIT 99

  FOR IMMEDIATE RELEASE                      Contact:  Mr. Charles R.  Ofner
                                                              (713) 496-5000

        February 28, 1996,     Houston, Texas....Reading & Bates Development
  Co., a wholly  owned subsidiary of Reading & Bates  Corporation (RB-NYSE),
  and  INTEC Engineering, Inc.,  announced the formation of  a joint venture
  company, Total Offshore  Production Systems (TOPS).  The new  company will
  focus on providing complete  field developments and services to  operators
  desiring to contract  field developments through a single entity.   Curtis
  Burton, formerly Project Manager  for Texaco's DeepStar Project,  has been
  named  President and General Manager of  the new venture.   In addition to
  normal turnkey type activities, TOPS is prepared to enter into  partnering
  arrangements  with field  operators  and  assume equity  positions  in the
  developments.   TOPS  has  been  structured with  the intent  of  pursuing
  deepwater offshore  developments, on  a worldwide basis, with  a group  of
  preferred contractors and manufacturers.

        Paul B. Loyd, Jr., the Company's Chairman, President and CEO stated,
  "We are pleased to  have finalized this joint  venture company with INTEC,
  as we believe the combination of our companies' resources and talents will
  be attractive to  operators seeking developments in deepwater.   Reading &
  Bates'  contribution would  be  execution  of the  drilling  utilizing our
  deepwater fleet,  providing floating  production vessels  from our current
  inventory or  from other sources,  vessel design  and project  management.
  INTEC would be  expected, primarily, to contribute  its deepwater  systems
  engineering and construction management  expertise.  We also believe  that
  the opportunity, often inherent in these types of development projects, to
  invest in proven,  undeveloped reserves, will provide Reading &  Bates yet
  another means to maximize shareholder value."

        Willem  J.  Timmermans,  President  of  INTEC  Engineering,  stated,
  "INTEC, in its role as a leader in deepwater oil and gas subsea production
  and transportation, has recognized the need for a full service entity with
  total field development capability.  While having the flexibility afforded
  by complete field development capability, the objective is to augment  the
  client company's resources, not replace them; the combined result  being a
  shorter  and more  cost effective  road to  producing  deepwater reserves.
  INTEC  is very  pleased to  join with  Reading &  Bates  in this  exciting
  venture, particularly as R&B's goals and objectives closely parallel those
  of INTEC."

        INTEC Engineering,  a Texas based  corporation, is an international,
  privately  held engineering and construction  management firm specializing
  in offshore pipelines,  offshore terminals, subsea and floating production
  systems.

        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.,  provides
  technical,  construction and  project  management  services  and  floating
  production  systems  to  the  upstream  offshore  oil   and  gas  industry
  worldwide.

        For further  information on  TOPS, please  contact Curtis  Burton in
  Houston, Texas, Phone: (713) 589-5198, Fax: (713) 496-0186.

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