Exhibit 10.56

                          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  Wayne K.  Hillin (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 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 November  1, 1991  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 9000  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  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,  (C) retirement  at age  60 or  over or  (D)
                     voluntary  resignation   by  the  Participant  upon  the
                     continued failure by  the Company and all  Affiliates to
                     comply with the  provisions of the  Employment Agreement
                     pertaining to  the  Participant's  compensation  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:                   , 1996


   ATTEST:                                   READING & BATES CORPORATION


                                             By:
   _____________________________ 
   Asst. Secretary
                                          Its:  Vice President, Human
                                                Resources


   _______________________________
   (Signature, Wayne K. Hillin)