Exhibit 10.52


                          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  Paul B. Loyd,  Jr. (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,  a copy of  which is attached
   hereto  and made  a part  hereof for  all purposes  (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 the Employment Agreement.

         (b)   "Change  of Control" means  a Change of  Control as defined in
   the Employment Agreement.

         (c)   "Disability"  means  Disability as  defined in  the Employment
   Agreement.

         (d)   "Employment   Agreement"   means   that   certain   Employment
   Agreement dated  as of  January 1,  1992 between the  Participant and  the
   Company, as amended 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, the  Company
   hereby  awards to the  Participant as  of December 3,  1996 (the  "Date of
   Grant"), a total  of 75,000 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
   Restricted  Stock  on  December  3,  1999;  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, or (C) voluntary resignation by the Partici-
                    pant upon the continued failure by the Company  and  all
                    Affiliates to comply with the  provisions of the Employ-
                    ment Agreement pertaining to the Participant's  compens-
                    ation or  his  position,  duties or authority;

   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  9 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 Corporate  Secretary  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.

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



         Dated:                   , 1997

   ATTEST:                                   READING & BATES CORPORATION


                                             By:               
                                      
   Secretary
                                             Its:
   ___________________________

   __________________________________
   Paul B. Loyd, Jr.