Exhibit 10.46

   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 Arnold  L.  Chavkin (the "Participant").   Except as
   defined herein,  capitalized terms shall have the same meaning ascribed to
   them under  the 1996  Director Restricted  Stock Award 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.    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 3, 1996  (the "Date  of Grant"), a  total of
   9,000  shares of  Common  Stock,  pursuant to  the  Plan,  subject to  the
   conditions  and  restrictions  set  forth  below  and  in  the  Plan  (the
   "Restricted Stock").

         2.    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 2
   or as  otherwise provided  in  Paragraph 6  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 33- % of the total
   number of shares of  Restricted Stock awarded hereunder on each of January
   1,  1998, January  1, 1999 and  January 1,   2000; 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  remained
   continuously a member of  the Board of Directors  of the Company from  the
   date  of  this  Agreement through  such  date  (other  than  by reason  of
   Participant's death,  disability, retirement after the age of 65 or Change
   of Control of the  Company, as defined in  Paragraph 15 hereof), 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 6 below.

         3.    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.

         4.    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.

         5.    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  7 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.

         6.    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  service  due to
                     death or disability, or  retirement at age 65 or older;

   the Restricted Period set forth in  Paragraph 2 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  service  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 or
   retirement  described  in Paragraph  (a)(ii)  above,  then all  Restricted
   Stock  awarded to  the  Participant  that  has  not previously  vested  in
   accordance  with Paragraph  2  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 5 above.

         7.    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  8 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.

         8.    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.

         9.    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; or

         (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.

         10.   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.

         11.   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.

         12.   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).

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

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

         15.   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:                   , 1997

   ATTEST:                                   READING & BATES CORPORATION


   ___________________________            By:
   __________________________________
   Secretary
                                          Its:  Chairman and Chief Executive 
                                                Officer

   ___________________________
   (Signature, Arnold  L. Chavkin)