Exhibit 10.42

                          READING & BATES CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT


         THIS AGREEMENT is made  as of  the date set  forth on the  signature
   page hereof, between  Reading & Bates Corporation, a  Delaware corporation
   (the "Company"), and Tim W. Nagle (the  "Participant").  Except as defined
   herein, capitalized terms  shall have the  same meaning  ascribed to  them
   under the  1995 Long Term  Incentive Plan of Reading  & Bates Corporation,
   as  from time  to time  amended  (the "Plan").   To  the  extent that  any
   provision of this  Agreement conflicts with the express terms of the Plan,
   it is  hereby acknowledged  and agreed that  the terms  of the Plan  shall
   control and,  if necessary, the  applicable provisions  of this  Agreement
   shall be hereby deemed amended  so as to carry out the  purpose and intent
   of the Plan.

         1.    Definitions.  As  used herein, the terms set forth below shall
   have the following respective meanings:

         (a)   "Cause"  means   Cause  as  defined  in   Company's  Personnel
   Policies and Procedures, in effect from time to time.

         (b)   "Change of  Control" means a  Change of Control  as defined in
   Paragraph 16 of this Agreement.

         (c)   "Disability"  means  Disability  as defined  in  the Company's
   Personnel Policies and Procedures, in effect from time to time.

         2.    Award.  In  order to encourage the  Participant's contribution
   to the  successful performance  of the  Company, in  consideration of  the
   covenants  and promises of the  Participant herein  contained, and subject
   to shareholder approval  of the  Plan, the  Company hereby  awards to  the
   Participant as of   December  5, 1995 (the  "Date of Grant"),  a total  of
   20000  shares  of  Common Stock,  pursuant  to the  Plan,  subject  to the
   conditions  and  restrictions  set  forth  below  and  in  the  Plan  (the
   "Restricted Stock").

         3.    Restrictions  on Transfer.   The  shares  of Restricted  Stock
   granted  hereunder   to  the  Participant  may   not  be  sold,  assigned,
   transferred, pledged or  otherwise encumbered from the Date of Grant until
   said shares shall  have become vested in the Participant (and restrictions
   terminated thereon) in  accordance with the provisions of this Paragraph 3
   or  as otherwise  provided  in Paragraph  7 below.    (The period  of time
   between the Date  of Grant and the  vesting of shares of  Restricted Stock
   shall be referred to herein as the "Restricted  Period" as to those shares
   of stock.)    The Participant shall become vested as  to 100% of the total
   number of  shares of  Restricted Stock  awarded hereunder  on December  5,
   1998;  provided, however,  that  the Participant  shall  not be  vested in
   shares of  Restricted Stock which would  be vested as  of a given  date if
   the Participant has not  been continuously employed by the Company and its
   Affiliates from  the date of  this Agreement through  such date, in  which
   event  all of  the  Participant's rights  to  such Restricted  Stock shall
   terminate without  any payment of  consideration by the  Company, and such
   Restricted Stock  shall be returned  to the  Company and  cancelled.   The
   Restricted Period shall  be subject to an earlier termination with respect
   to  all  or a  portion  of the  Restricted  Stock in  accordance  with the
   provisions of Paragraph 7 below.

         4.    No Code  Section 83(b)  Election.  The  Participant shall  not
   make an  election,  under Code  Section  83(b), to  include  an amount  in
   income in respect of this Award of Restricted Stock.

         5.    Sale of  Restricted Stock.   The  Participant  shall not  sell
   Restricted Stock  except pursuant to  an effective registration  statement
   under  the  Securities  Act of  1933  or  pursuant  to  an exemption  from
   registration under such act.

         6.    Escrow  of Certificates.  The certificates representing shares
   of Restricted Stock shall be registered in the  name of the Participant on
   the Date of Grant and deposited,  together with a stock power endorsed  by
   the Participant  in blank,  with the  Corporate Secretary  of the  Company
   during the Restricted Period.   Each such certificate shall bear  a legend
   as  provided  by  the  Company,  conspicuously  referring  to  the  terms,
   conditions and restrictions described in  the Plan and in  this Agreement.
   Subject to the provisions  of Paragraph 8  below, upon termination of  the
   Restricted  Period  with  respect   to  shares  of  Restricted   Stock,  a
   certificate  representing   such  shares   shall  be   delivered  to   the
   Participant as promptly as practicable following such termination.

         7.    Accelerated Vesting of Restricted Stock.

         (a)   Upon the first to occur of:

                     (i)   a Change of Control that occurs after the Date  of
                     Grant; or

                     (ii)  the  termination  of the  Participant's employment
                     due  to (A)  death  or  Disability, or  (B)  involuntary
                     termination by  the Company and  all Affiliates for  any
                     reason other than Cause; 

   the Restricted Period set forth  in Paragraph 3 above shall  terminate and
   the Participant's right to such  Restricted Stock shall become  vested and
   nonforfeitable and all restrictions thereon will terminate.  
         (b)   If  the Participant's  employment  with  the Company  and  all
   Affiliates  terminate prior  to  the occurrence  of a  date  set forth  in
   Paragraph  (a)(i)  above  for  any reason  other  than  death, disability,
   involuntary  termination or  resignation  described  in Paragraph  (a)(ii)
   above, then  all Restricted Stock awarded to the  Participant that has not
   previously vested in  accordance with Paragraph 3 above shall be forfeited
   whereupon  the  Corporate  Secretary  shall deliver  to  the  Company  the
   certificates  representing such  shares  and  the stock  power  previously
   deposited with the Corporate Secretary pursuant to Paragraph 6 above.

         8.    Withholding  of  Taxes.    No  certificates  representing  the
   shares of Restricted  Stock shall be delivered  to the Participant by  the
   Company  upon  the   expiration  of  the  Restricted   Period  unless  the
   Participant (or Beneficiary, as defined  in Paragraph 10 below)  remits to
   the Company  the  amount of  all  federal,  state and  other  governmental
   withholding tax requirements  imposed upon the Company with respect to the
   issuance  of such shares  or unless provisions to  so pay such withholding
   requirements  have  been  made  to  the  satisfaction  of  the  Committee.
   Subject  to  Committee  approval, the  Participant  (or  Beneficiary)  may
   elect, at least  thirty (30) days (or  such other period as  the Committee
   may prescribe) prior to  the vesting of such Restricted Stock,  to satisfy
   such  withholding  requirements  by having  the  Company  withhold  shares
   otherwise  deliverable  hereunder  to  the  Participant  (or  Beneficiary)
   having a Fair Market Value on the date such  shares became vested equal to
   the amount  necessary to satisfy  such withholding tax  requirements.  Any
   election  to   have  shares  withheld  to   satisfy  the  withholding  tax
   requirements  shall be  made  at  such time  and  in  such manner  as  the
   Committee  shall prescribe.  Appropriate withholding  may also be deducted
   from the  payment of  any cash dividends  with respect  to such shares  of
   Restricted Stock during  the Restricted Period, to the extent necessary to
   satisfy any withholding tax requirements applicable thereto.

         9.    Beneficiary Designations.    The Participant  shall file  with
   the  Human Resources  Department of  the Company  a designation  of one or
   more beneficiaries (each  a "Beneficiary")  to whom  shares otherwise  due
   the Participant shall  be distributed  in the event  of the  death of  the
   Participant while  in the  employ of  the Company  or an  Affiliate.   The
   Participant  shall   have  the   right  to   change  the  Beneficiary   or
   Beneficiaries from time  to time; provided, however, that any change shall
   not become effective  until received in writing by the Corporate Secretary
   of the  Company.  If  any designated Beneficiary  survives the Participant
   but dies before  receiving all of  his benefits  hereunder, any  remaining
   benefits  due  him  shall be  distributed  to  the deceased  Beneficiary's
   estate. If there  is no effective Beneficiary  designation on file at  the
   time  of the  Participant's  death, or  if  the designated  Beneficiary or
   Beneficiaries have all  predeceased such Participant, the  payment of  any
   remaining benefits shall be made to the Participant's estate.

         10.   Limitation of Rights.  Nothing  in this Agreement or  the Plan
   shall be construed to:

         (a)   give  the  Participant any  right  to be  awarded  any further
   restricted stock other than in the sole discretion of the Committee;

         (b)   give the Participant or any  other person any interest  in any
   fund or in any specified asset or assets of the Company or any  Affiliate;
   or

         (c)   confer  upon the  Participant  the right  to  continue in  the
   employment  or service  of the  Company or  any Affiliate,  or affect  the
   right of  the  Company or  any Affiliate  to terminate  the employment  or
   service of the Participant at any time or for any reason.

         11.   Prerequisites to Benefits.   Neither the Participant,  nor any
   person claiming through  the Participant, shall have any right or interest
   in the  Restricted  Stock awarded  hereunder,  unless  and until  all  the
   terms, conditions  and provisions  of this  Agreement and  the Plan  which
   affect the Participant  or such other person shall have been complied with
   as specified herein.

         12.   Rights  as a  Stockholder.   Subject  to  the limitations  and
   restrictions  contained  herein, the  Participant  (or  Beneficiary) shall
   have all rights as a stockholder with respect to the shares of  Restricted
   Stock once such shares have been registered in his name hereunder.

         13.   Successors and Assigns.   This Agreement shall  bind and inure
   to the benefit of  and be enforceable by the Participant,  the Company and
   their   respective    successors   and    assigns   (including    personal
   representatives, heirs and legatees).

         14.   Governing  Law.     This  Agreement  shall  be   governed  by,
   construed  and  enforced  in accordance  with  the  laws of  the  State of
   Delaware.

         15.   Gender  and Number.  Whenever the context requires or permits,
   the gender and number of words shall be interchangeable.

         16.   Change  of Control.    For the  purpose  of this  Agreement, a
   "Change of Control"  shall mean  any "Person" ,  as such  term is used  in
   Section  13(d) and  14(d)  of the  Securities  Exchange  Act of  1934,  as
   amended  (the "Exchange  Act")  (other than  (i)  the Executive,  (ii) the
   Company or any of its subsidiaries or Affiliates  (as that term is defined
   in the Exchange  Act), (iii) any  Person subject, as  of the date  of this
   Agreement or at  any prior time,  to the reporting or  filing requirements
   of Section  13(d) of the  Exchange Act with  respect to the securities  of
   the Company or any  Affiliate, (iv) any trustee or other fiduciary holding
   or owning  securities under an employee  benefit plan of the  Company, (v)
   any underwriter  temporarily holding or owning  securities of the Company,
   or (vi)  any  corporation owned  directly  or  indirectly by  the  current
   stockholders of the  Company in substantially the same proportion as their
   then ownership of  stock of the Company)  becomes, after the date  of this
   Agreement, the  "beneficial owner"  (as defined  in Rule  13d-3 under  the
   Exchange  Act), directly  or  indirectly,  of  securities of  the  Company
   representing  forty percent (40%) or more  of the combined voting power of
   the Company's then outstanding securities.

         This Agreement is executed and delivered, in duplicate, pursuant  to
   the Plan, the provisions of which are incorporated herein by reference.



   Dated:  ________________, 1996



   ATTEST:                             READING & BATES CORPORATION


                                         
                                       By:___________________________ 

________________________________              
Secretary
                                       Its:  Vice President, Human Resources
                                              

_________________________
(Signature, Tim W. Nagle)