EXHIBIT 3.2

                                                         STATE OF DELAWARE   
                                                        SECRETARY OF STATE   
                                                     DIVISION OF CORPORATIONS
                                                    FILED 10:30 AM 03/23/1995
                                                        950064055 - 493325   

                          CERTIFICATE OF DESIGNATIONS

                                       of

                 SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                          READING & BATES CORPORATION

                        (Pursuant to Section 151 of the
                       Delaware General Corporation Law)
                      ____________________________________

         Reading  & Bates Corporation,  a corporation  organized and existing
  under  the General Corporation  Law of the State  of Delaware (hereinafter
  called the "Corporation"), hereby certifies that the  following resolution
  was  adopted by the Board of  Directors of the Corporation  as required by
  Section 151 of the  General Corporation Law at  a meeting duly called  and
  held on March 15, 1995:

         RESOLVED, that  pursuant to the  authority granted to  and vested in
  the Board of Directors of this Corporation (hereinafter called the  "Board
  of  Directors" or the  "Board") in  accordance with the provisions  of the
  Restated  Certificate  of  Incorporation of  the  Corporation (hereinafter
  called the "Certificate of  Incorporation"), the Board of Directors hereby
  creates  a  series of  Preferred Stock,  par  value $1.00  per  share (the
  "Preferred Stock"), of the Corporation  and hereby states the  designation
  and  number of  shares, and  fixes the  relative rights,  preferences, and
  limitations thereof as follows:

         Series B Junior Participating Preferred Stock:

         Section 1.   Designation  and  Amount.   The  shares of  this series
  shall be  designated as  "Series B  Junior Participating  Preferred Stock"
  (the "Series B Preferred Stock") and the number of shares constituting the
  Series B Preferred Stock shall be One million (1,000,000).  Such number of
  shares  may  be increased  or  decreased by  resolution  of  the Board  of
  Directors; provided, that no decrease shall reduce the number of shares of
  Series B Preferred Stock to  a number less than the number  of shares then
  outstanding plus  the number  of  shares reserved  for issuance  upon  the
  exercise of outstanding options, rights or warrants or upon the conversion
  of any outstanding  securities issued by the Corporation  convertible into
  Series B Preferred Stock.

         Section 2.  Dividends and Distributions.

         (A)   Subject to the rights of the holders of  any shares of Class A
      (Cumulative Convertible) Capital  Stock, no par value, and  the holders
      of  any shares of  any series of Preferred  Stock (or  any other stock)
      ranking  prior  and superior  to  the  Series  B  Preferred Stock  with
      respect  to dividends,  the  holders of  shares  of Series  B Preferred
      Stock, in  preference to the  holders of Common  Stock, par value  $.05 
      per share (the  "Common Stock"), of the  Corporation, and of  any other
      junior stock,  shall be entitled to  receive, when, as and  if declared
      by  the  Board of  Directors out  of  funds legally  available  for the
      purpose, quarterly dividends payable in cash on the last day  of March,
      June,  September  and December  in  each  year  (each  such date  being
      referred to herein as a "Quarterly Dividend Payment  Date"), commencing
      on the first Quarterly Dividend  Payment Date after the  first issuance
      of a  share or fraction of a  share of Series B  Preferred Stock, in an
      amount per share (rounded  to the nearest cent) equal to the greater of
      (a) $1 or  (b) subject to the provision  for adjustment hereinafter set
      forth, 100  times the aggregate per share amount of all cash dividends,
      and 100 times the aggregate per  share amount (payable in kind) of  all
      non-cash  dividends  or  other  distributions,  other  than  a dividend
      payable in shares of Common  Stock or a subdivision of the  outstanding
      shares of Common Stock (by reclassification or otherwise),  declared on
      the Common  Stock since  the immediately  preceding Quarterly  Dividend
      Payment Date or, with respect  to the first Quarterly  Dividend Payment
      Date, since  the first issuance of any share or  fraction of a share of
      Series B Preferred  Stock.  In the  event the Corporation shall  at any
      time declare or pay any dividend on the  Common Stock payable in shares
      of  Common   Stock,  or  effect   a  subdivision   or  combination   or
      consolidation  of   the  outstanding   shares  of   Common  Stock   (by
      reclassification or otherwise than by  payment of a dividend  in shares
      of Common Stock)  into a greater or  lesser number of shares  of Common
      Stock, then in  each such case the amount to which holders of shares of
      Series B Preferred  Stock were entitled immediately prior to such event
      under  clause  (b) of  the  preceding  sentence  shall  be adjusted  by
      multiplying such  amount by a fraction,  the numerator of  which is the
      number of shares  of Common  Stock outstanding  immediately after  such
      event and the  denominator of which is  the number of shares  of Common
      Stock that were outstanding immediately prior to such event.

         (B)  The  Corporation shall declare  a dividend  or distribution  on
      the Series  B Preferred  Stock as  provided in  paragraph  (A) of  this
      Section immediately after  it declares  a dividend  or distribution  on
      the  Common Stock  (other than a  dividend payable in  shares of Common
      Stock); provided that, in the  event no dividend or  distribution shall
      have been declared on  the Common Stock  during the period between  any
      Quarterly  Dividend Payment  Date  and  the next  subsequent  Quarterly
      Dividend Payment  Date, a  dividend of  $1 per  share on  the Series  B
      Preferred  Stock  shall  nevertheless  be  payable  on  such subsequent
      Quarterly Dividend Payment Date.

         (C)    Dividends   shall  begin  to  accrue  and  be  cumulative  on
      outstanding  shares of  Series  B Preferred  Stock  from the  Quarterly
      Dividend Payment Date next preceding the date  of issue of such shares,
      unless the  date of issue of  such shares is  prior to the  record date
      for the first  Quarterly Dividend Payment Date, in which case dividends
      on such shares  shall begin to  accrue from the  date of issue  of such
      shares,  or unless the  date of issue  is a  Quarterly Dividend Payment
      Date  or is  a  date after  the record  date  for the  determination of
      holders of  shares of Series  B Preferred Stock  entitled to receive  a
      quarterly dividend and  before such Quarterly Dividend Payment Date, in
      either of  which events  such dividends  shall begin  to accrue  and be
      cumulative  from  such Quarterly  Dividend Payment  Date.   Accrued but
      unpaid dividends  shall  not bear  interest.    Dividends paid  on  the
      shares  of Series B  Preferred Stock in an  amount less  than the total
      amount  of  such dividends  at the  time  accrued and  payable  on such
      shares shall be allocated pro rata on a share-by-share basis  among all
      such shares at the time outstanding.  The Board  of Directors may fix a
      record date  for the determination  of holders  of shares  of Series  B
      Preferred  Stock  entitled  to  receive   payment  of  a  dividend   or
      distribution  declared thereon,  which record  date shall  be not  more 
      than 60 days prior to the date fixed for the payment thereof.

         Section 3.    Voting Rights.   The  holders  of shares  of  Series B
  Preferred Stock shall have the following voting rights:

         (A)    Each share  of  Series B  Preferred  Stock shall  entitle the
      holder thereof  to one vote on all  matters submitted to a  vote of the
      stockholders of the Corporation.

         (B)  Except as otherwise  provided herein, in any  other Certificate
      of Designations creating  a series of  Preferred Stock  or any  similar
      stock, in the  Certificate of Incorporation  of the  Corporation or  by
      law, the holders of shares of Series B Preferred Stock and the  holders
      of  shares  of  Common  Stock  and  any  other  capital  stock  of  the
      Corporation having  general voting  rights shall  vote together  as one
      class  on  all matters  submitted  to  a vote  of  stockholders  of the
      Corporation.

         (C)  Except  as set forth herein,  or as otherwise provided  by law,
      holders of  Series  B Preferred  Stock  shall  have no  special  voting
      rights and their  consent shall not  be required (except to  the extent
      they are entitled to  vote with  holders of Common  Stock as set  forth
      herein) for taking any corporate action.

         Section 4.  Certain Restrictions.

         (A)      Whenever  quarterly   dividends   or  other   dividends  or
      distributions payable  on the Series  B Preferred Stock  as provided in
      Section 2 are in arrears, thereafter  and until all accrued  and unpaid
      dividends  and distributions,  whether or  not  declared, on  shares of
      Series B Preferred Stock outstanding shall have been paid  in full, the
      Corporation shall not:

            (i)  declare or pay  dividends, or make any  other distributions,
         on any  shares of stock  ranking junior (either  as to dividends  or
         upon  liquidation,  dissolution  or winding  up)  to  the  Series  B
         Preferred Stock;

            (ii)  declare  or pay dividends, or make any other distributions,
         on any  shares of stock ranking on a  parity (either as to dividends
         or upon  liquidation, dissolution or  winding up) with  the Series B
         Preferred Stock,  except  dividends paid  ratably  on the  Series  B
         Preferred Stock and  all such parity  stock on  which dividends  are
         payable  or in arrears in  proportion to the  total amounts to which
         the holders of all such shares are then entitled;

            (iii)  redeem or purchase or otherwise acquire for  consideration
         shares of  any stock ranking junior (either  as to dividends or upon
         liquidation, dissolution or  winding up) to the  Series B  Preferred
         Stock,  provided  that  the Corporation  may  at  any  time  redeem,
         purchase or otherwise  acquire shares of  any such  junior stock  in
         exchange for shares of any  stock of the Corporation  ranking junior
         (as to  dividends and upon dissolution,  liquidation or  winding up)
         to the Series B Preferred Stock; or

            (iv)   redeem or purchase or  otherwise acquire for consideration
         any  shares of  Series B  Preferred Stock,  or any  shares of  stock
         ranking  on a  parity with the  Series B Preferred  Stock, except in
         accordance with a purchase offer  made in writing or  by publication
         (as determined  by the Board  of Directors)  to all holders  of such
         shares   upon  such  terms   as  the   Board  of   Directors,  after
         consideration  of  the respective  annual  dividend rates  and other
         relative  rights  and  preferences  of  the  respective  series  and 
         classes,  shall determine  in  good faith  will  result in  fair and
         equitable treatment among the respective series or classes.

         (B)   The  Corporation  shall  not  permit  any  subsidiary  of  the
      Corporation  to  purchase or  otherwise  acquire for  consideration any
      shares of stock  of the Corporation unless the Corporation could, under
      paragraph  (A) of this  Section 4, purchase  or otherwise  acquire such
      shares at such time and in such manner.

         Section 5.  Reacquired  Shares.  Any  shares of  Series B  Preferred
  Stock purchased  or otherwise  acquired by the Corporation  in any  manner
  whatsoever shall  be retired and cancelled promptly  after the acquisition
  thereof.  All such shares shall upon their cancellation become  authorized
  but  unissued shares of Preferred Stock  and may be reissued  as part of a
  new series of  Preferred Stock subject to the conditions  and restrictions
  on  issuance set forth herein, in the Certificate  of Incorporation, or in
  any other Certificate of Designations creating a series of Preferred Stock
  or any similar stock or as otherwise required by law.

         Section 6.    Liquidation,  Dissolution  or  Winding  Up.  Upon  any
  liquidation, dissolution or winding up of the Corporation, no distribution
  shall  be made (1) to the holders of  shares of stock ranking junior (upon
  liquidation,  dissolution or winding  up) to the Series  B Preferred Stock
  unless, prior thereto,  the holders of shares  of Series B Preferred Stock
  shall  have received $100 per share,  plus an amount equal  to accrued and
  unpaid  dividends and distributions  thereon, whether or not  declared, to
  the date of such payment, provided that the holders  of shares of Series B
  Preferred Stock  shall be  entitled  to receive  an aggregate  amount  per
  share, subject  to the  provision for  adjustment hereinafter  set  forth,
  equal  to 100  times the aggregate  amount to be distributed  per share to
  holders of  shares of Common  Stock, or  (2) to  the holders of shares  of
  stock  ranking on a  parity (upon liquidation, dissolution  or winding up)
  with  the Series B  Preferred Stock, except distributions  made ratably on
  the  Series B Preferred Stock and  all such parity stock  in proportion to
  the total  amounts to which  the holders  of all such  shares are entitled
  upon such  liquidation, dissolution  or  winding up.    In the  event  the
  Corporation  shall at any time declare  or pay any dividend  on the Common
  Stock  payable in  shares  of Common  Stock, or  effect  a subdivision  or
  combination or consolidation of the outstanding shares of Common Stock (by
  reclassification  or otherwise than by  payment of a dividend in shares of
  Common Stock) into  a greater or lesser number  of shares of Common Stock,
  then in each such case the  aggregate amount to which holders of shares of
  Series B  Preferred Stock  were entitled immediately prior  to such  event
  under  the proviso  in  clause  (1) of  the  preceding sentence  shall  be
  adjusted by multiplying such  amount by a fraction the numerator of  which
  is the number of shares of Common Stock outstanding immediately after such
  event and the denominator of which is the number of shares of Common Stock
  that were outstanding immediately prior to such event.

         Section 7.   Consolidation, Merger,  etc.   In case the  Corporation
  shall   enter  into  any  consolidation,  merger,   combination  or  other
  transaction  in which  the shares  of Common  Stock  are exchanged  for or
  changed  into other stock  or securities, cash and/or  any other property,
  then  in any such case each share of Series B Preferred Stock shall at the
  same  time be  similarly exchanged  or changed into  an amount  per share,
  subject  to the provision  for adjustment hereinafter set  forth, equal to
  100 times the aggregate amount of stock, securities, cash and/or any other
  property (payable in kind), as  the case may be,  into which or for  which
  each share  of Common  Stock is  changed or exchanged.   In the  event the
  Corporation shall  at any time  declare or pay any dividend  on the Common
  Stock payable  in  shares of  Common  Stock, or  effect a  subdivision  or
  combination or consolidation of the outstanding shares of Common Stock (by
  reclassification or otherwise  than by payment of  a dividend in shares of 
  Common Stock) into a greater or lesser  number of shares of Common  Stock,
  then in each such case the amount set forth in the preceding sentence with
  respect to  the exchange or  change of shares of Series  B Preferred Stock
  shall be adjusted by multiplying such amount  by a fraction, the numerator
  of  which is the number of shares of  Common Stock outstanding immediately
  after such event and the denominator  of which is the number of  shares of
  Common Stock that were outstanding immediately prior to such event.

         Section 8.   No Redemption.  The  shares of Series B Preferred Stock
  shall not be redeemable.

         Section 9.   Rank.  The  Series B Preferred  Stock shall  rank, with
  respect to the payment of dividends and the distribution of assets, junior
  to  all  other  series of  Preferred  Stock  and  junior  to  all  Class A
  (Cumulative Convertible) Capital Stock, no par value.

         Section 10.   Amendment.   The Certificate  of Incorporation  of the
  Corporation  shall not  be amended  in any  manner which  would materially
  alter or change the powers, preferences or special rights  of the Series B
  Preferred Stock  so as  to affect them adversely  without the  affirmative
  vote of  the holders of  at least two-thirds of the  outstanding shares of
  Series B Preferred Stock, voting together as a single class.



         IN WITNESS WHEREOF,  this Certificate of Designations is executed on
  behalf  of the Corporation by its  Chairman of the Board  this 15th day of
  March, 1995.

                                      READING & BATES CORPORATION



                                      ______________________________
                                            Chairman of the Board