Exhibit 10.41

                           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  Lucious  E. Voss,  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 (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 24000
   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, Lucious E. Voss, Jr.)