Exhibit 10.45

                          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  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
   19000  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, Wayne K. Hillin)