EXHIBIT 10.45

                             STOCK OPTION AGREEMENT

                                pursuant to the

                          READING & BATES CORPORATION
                        1995 DIRECTOR STOCK OPTION PLAN

  Optionee:               R.L. Sandmeyer

  Grant Date:             As of February 7, 1995

  Per Share
     Exercise Price:            $7.375

  Number of Option Shares
    subject to this Option:     15,000

        This   Stock Option Agreement  (this  "Agreement"), dated  as of the
  Grant Date specified above, is entered into by and between Reading & Bates
  Corporation,  a Delaware  corporation  (the "Company"),  and  the Optionee
  specified above, pursuant to the Company's Director Stock Option Plan,  as
  in effect and as amended from time to time (the "Plan"); and

        WHEREAS, it has  been determined under the Plan  that it would be in
  the best interests of the Company to grant automatically the non-qualified
  stock option provided for herein to the Optionee;

        NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
  premises  hereinafter   set  forth  and  for   other  good   and  valuable
  consideration,  the parties hereto  hereby mutually covenant and  agree as
  follows:

        1.    Incorporation  By Reference;  Plan  Document Receipt.     This
  Agreement is  subject in all  respects to the terms and  provisions of the
  Plan (including, without limitation, any amendments thereto adopted at any
  time and  from time to time  if such amendments  are expressly intended to
  apply  to the  grant of.  the option  hereunder), all  of which  terms and
  provisions are  made a part of  and incorporated in  this Agreement  as if
  they  were each  expressly set  forth  herein.   Any capitalized  term not
  defined in  Agreement shall have  the same meaning as  is ascribed thereto
  under the Plan.  The optionee hereby  acknowledges receipt of a true  copy
  of  the Plan and that the Optionee has read  the Plan  carefully and fully
  understands its content.   In the event of any conflict between  the terms
  of this Agreement  and the terms of the Plan,  the terms of the Plan shall
  control. 

        2.    Grant  of  Option.   The  Company  hereby grants,  subject  to
  shareholder approval of the Plan in accordance with SEC Rule 16b-3, to the
  Optionee,  as of  the Grant  Date specified  above, a  non-qualified stock
  option  (this "Option")  to  acquire from  the  Company at  the  Per Share
  Exercise Price  specified above  the  aggregate number  of shares  of  the
  Common Stock specified above (the "Option Shares").  This Option is not to
  be  treated as  (and is  not intended  to qualify  as) an  incentive stock
  option within the meaning of section 422 of the Code.

        3.    Exercise of this Option.

              3.1   This Option shall become  exercisable in accordance with
  and to  the extent provided by the  terms and provisions of  Paragraph s 6
  and 7 of the Plan.

              3.2   Unless  earlier terminated in accordance  with the terms
  and provisions of  the Plan, this Option shall  expire and shall no longer
  be  exercisable after the expiration of ten years from the Grant Date (the
  "Option Period").

              3.3   In  no event  shall  this  Option be  exercisable  for a
  fractional share of Common Stock.

        4.    Method  of  Exercise  and  Payment.    This  Option  shall  be
  exercised by the optionee by delivering to the Secretary of the company or
  his designated agent  on any business day  (the "Exercise Date") a written
  notice,  in such  manner  and form  an  may be  required by  the  Company,
  specifying the  number of the Option  Shares the Optionee  then desires to
  acquire (the "Exercise Notice").  The Exercise Notice shall be accompanied
  by payment  of the aggregate  Per Share Exercise Price for  such number of
  the Option Shares to be acquired upon  such exercise.  Such payment  shall
  be made in the manner set forth in Paragraph 7 of the Plan.

        5.    Termination.  This  Option shall terminate and be of  no force
  or  effect in accordance with and to  the extent provided by the terms and
  provisions of Paragraph 10 of the  Plan.  In any event, this  Option shall
  terminate upon the expiration of the Option Period.

        6.    Non-transferability.  This Option, and any rights or interests
  therein, shall not be sold,  exchanged, transferred, assigned or otherwise
  disposed  of   in  any  way   at  any   time  by  the   Optionee  (or  any
  beneficiary(ies) of the  Optionee), other than by testamentary disposition
  by the Optionee  or the laws of descent and  distribution or pursuant to a
  qualified  domestic relations  order as  defined  by the  Internal Revenue
  Code, as amended, or Title I of the Employment Retisrement Security Act of
  1974,  as amended,  or the  rules thereunder.   This  Option shall  not be
  pledged, encumbered or  otherwise hypothecated in any  way at any time  by
  the optionee  (or any beneficiary(ies)  of the Optionee) and  shall not be
  subject to execution, attachment or similar legal process.  Any attempt to
  sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of
  or hypothecate this Option,  or the levy of  any execution, attachment  or
  similar  legal process  upon this  Option, contrary  to the terms  of this
  Agreement and/or the  Plan shall be null and  void and without legal force 
  or  effect.     This Option  shall be  exercisable  during the  Optionee's
  lifetime only by the Optionee.

        7.    Entire  Agreement;  Amendment.   This  Agreement  contains the
  entire  agreement between the  parties hereto with respect  to the subject
  matter  contained  herein, and  supersedes all  prior agreements  or prior
  understandings, whether written or  oral, between the parties relating  to
  such subject matter.  This Agreement may only be modified or  amended by a
  writing signed by both the Company and the Optionee.

        8.    Notices.   Any Exercise  Notice or other notice  which may  be
  required  or permitted under this Agreement shall be  in writing, and hall
  be delivered in  person or  via facsimile transmission,  overnight courier
  service  or certified  mail,  return receipt  requested,  postage prepaid,
  properly addressed as follows:

        If to Company:    Reading & Bates Corporation
                          901 Threadneedle, Suite 200
                          Houston, Texas  77079 

                          Attention:        Secretary

                          Fax:  (713)  496-0285

        If to Grantee:

  or  at such other address as the Company or  Grantee may, by notice to the
  other party hereto, designate in writing from time to time.

        9.    Governing  Law.   This  Agreement  shall be  governed  by  and
  construed in  accordance with  the laws  of the  State of  Texas,  without
  reference to the principles of conflict of law thereof.

        10.   Compliance  with Laws.   The issuance of this  Option (and the
  Option Shares  upon exercise  of this Option) pursuant  to this  Agreement
  shall be subject to, and shall comply with, any applicable requirements of
  any federal  and state securities laws,  rules and regulations (including,
  without  limitation, the  provisions of  the Securities  Act of  1933, the
  Exchange  Act  and   the  respective  rules  and  regulations  promulgated
  thereunder) and  any other  law  or regulation  applicable thereto.    The
  Company shall not  be obligated to issue this Option  or any of the Option
  Shares pursuant to this Agreement if  any such issuance would  violate any
  such requirements.

        11.   Binding Agreement; Assignment.   This Agreement shall inure to
  the benefit of, be binding upon, and be enforceable by the Company and its
  successors  and assigns.  The Optionee  shall not assign any  part of this
  Agreement without the prior express written consent of the Company.

        12.   Counterparts.  This  Agreement may be executed in one  or more
  counterparts, each  of which shall be deemed to be an original, but all of
  which shall constitute one and the same instrument. 

        13.   Headings.  The titles and headings of the various sections  of
  this  Agreement have been  inserted for convenience of  reference only and
  shall not be deemed to be a part of this Agreement.

        14.   Further  Assurances.  Each party  hereto shall  do and perform
  (or  shall cause to be done and performed) all such further acts and shall
  execute and  deliver all such  other agreements, certificates, instruments
  and documents as any party hereto reasonably may request in order to carry
  out  the intent and accomplish the purposes of this Agreement and the Plan
  and the consummation of the transactions contemplated thereunder.

        15.   Severability.    The  invalidity  or  unenforceability  of any
  provisions  of this  Agreement in  any jurisdiction  shall not  affect the
  validity, legality or enforceability of the remainder of this Agreement in
  such  jurisdiction or  the  validity, legality  or enforceability  of  any
  provision of this  Agreement in any other jurisdiction, it  being intended
  that  all  rights  and  obligations of  the  parties  hereunder  shall  be
  enforceable to the fullest extent permitted by law.

        IN  WITNESS WHEREOF,  the Company  has caused  this Agreement  to be
  executed by its duly authorized officer, and the Optionee has hereunto set
  his hand, all as of the Grant Date specified above.

                                      READING & BATES CORPORATION


                                      By:                           
                                      Its:  ___________________________
                                                                    
                                                  Optionee