Exhibit 10.53

                          READING & BATES CORPORATION

                             STOCK OPTION AGREEMENT



               This Stock  Option Agreement ("Agreement")  between Reading  &
   Bates Corporation,  a Delaware corporation  ("Company") and  Tim W.  Nagle
   ("Optionee"),

                                  WITNESSETH:

               WHEREAS,  the  Compensation  Committee  which  administers the
   Reading &  Bates Corporation  1995 Long-Term  Incentive Plan ("Plan")  has
   selected  the Optionee, who  is the Executive  Vice President, Finance and
   Administration  of the  Company,  to receive  a nonqualified  stock option
   under  the terms of the Plan as  an incentive to the Optionee to remain in
   the  employ of  the  Company and  contribute  to  the performance  of  the
   Company, on the terms and subject to the conditions provided herein;

               NOW  THEREFORE, for and in consideration of these premises, it
   is hereby agreed as follows:

               1.    The Option is issued  in accordance with and subject  to
   all   of  the   terms,  conditions   and  provisions   of  the   Plan  and
   administrative  interpretations   thereunder,  if  any,  which  have  been
   adopted  by  the  Committee  and  are  in  effect  on  the   date  hereof.
   Capitalized  terms used  but not  defined herein  shall have  the meanings
   assigned to such terms in the Plan.

               2.    On  the terms  and subject  to the  conditions contained
   herein, the Committee  hereby grants to the Optionee an  option for a term
   of ten  years ending  on December  3, 2006  ("Option Period")  to purchase
   from the  Company 150,000 shares ("Option Shares") of the Company's Common
   Stock, at a price equal to $28.00 per share.

               3.    This Option  shall not be  exercisable, except  upon the
   death  or disability  of the  Optionee, until  after 6  months immediately
   following  the date  this  Option  is  granted,  and thereafter  shall  be
   exercisable for Common Stock as follows:
                     (a)   After  one  year following  the effective  date of
   grant,  this Option  shall be exercisable  for any number  of shares up to
   and including, but not  in excess of, 33-1/3%  of the aggregate number  of
   shares subject to this Option; and

                     (b)   After two  years following  the effective date  of
   grant,  this Option shall be  exercisable for  any number of  shares up to
   and including, but not  in excess of, 66-2/3%  of the aggregate number  of
   shares subject to this Option; and

                     (c)   After three years following the  effective date of
   grant,  this Option  shall  be exercisable  for  any number  of  shares of
   Common  Stock up  to and  including, but  not in  excess of,  100%  of the
   aggregate number of shares subject to this Option; 

   provided the  number of shares as to which this Option becomes exercisable
   shall, in  each  case, be  reduced  by the  number  of shares  theretofore
   purchased pursuant to the terms hereof.

               4.    The option  herein  granted  may  be  exercised  by  the
   Optionee by giving written notice to the Secretary of the Company  setting
   forth the  number of Option Shares with respect to  which the option is to
   be exercised, accompanied  by payment for the  shares to be  purchased and
   any  appropriate withholding taxes,  and specifying  the address  to which
   the certificate  for such shares  is to  be mailed.   Payment shall be  by
   means of  cash, certified check, bank draft  or postal money order payable
   to the order of the Company.   As promptly as practicable after receipt of
   such  written notification and  payment, the Company  shall deliver to the
   Optionee  certificates for  the number  of Option  Shares with  respect to
   which such option has been so exercised.

               5.    Subject to  approval of the  Committee, which  shall not
   be unreasonably  withheld, the Optionee may pay for any Option Shares with
   respect to which  the option herein granted  is exercised by  tendering to
   the  Company other shares of  Common Stock at the time  of the exercise or
   partial exercise hereof.  The certificates representing  such other shares
   of Common Stock must  be accompanied by a  stock power duly executed  with
   signature  guaranteed.  The value of the Common Stock so tendered shall be
   its Fair Market Value.

               6.    If  the  Optionee's  employment  with  the   Company  is
   terminated  during  the Option  Period  by  the Company  for  "Cause" [(as
   defined  in that  certain  Employment Agreement  between  the Company  and
   Optionee  dated  as of  November  1,  1991, as  amended,  (the "Employment
   Agreement")] or by the  Executive for any reason  other than (i) death  or
   disability or  (ii) "Good  Reason" or  during a "Window  Period" (in  each
   case as "Good  Reason" and "Window Period"  are defined in the  Employment
   Agreement)  whether during or  after the Employment  Period (as defined in
   the  Employment Agreement),  then (a)  the options  herein granted  to him
   that are  not exercisable on  the date  of his  termination of  employment
   shall thereupon terminate, and (b)  any options herein granted to him that
   are  exercisable on  the date  of  his termination  of  employment may  be
   exercised  by the Optionee  during a three-month  period beginning on such
   date, unless the Option Period shall expire prior to  such date, and shall
   thereafter terminate.

               7.    If  the  Optionee's  employment  with  the  Company   is
   terminated  (whether during  or after  the Employment  Period, as  defined
   above) (i)  by the Optionee  for Good  Reason or  during a Window  Period;
   (ii) for any reason  by the Company other than for  "Cause" (as defined in
   the Employment Agreement)  or (iii) by reason of death or disability, then
   (a) the  Options granted to  him that are not  exercisable on the  date of
   such  termination of  employment shall be  thereupon be fully exercisable,
   and  (b) all  Options  then  held  by  the Optionee,  whether  theretofore
   exercisable or  exercisable by reason of the termination of employment may
   be  exercised by  the  Optionee during  the  full remaining  term of  this
   Option; provided,  however,  that  all  Options  granted  hereunder  shall
   expire and not be  exercisable on the first anniversary of  the Optionee's
   death.

               8.    The option herein granted  shall not be transferable  by
   the  Optionee  otherwise than  as  permitted by  Section  13 of  the Plan.
   During  the lifetime  of the  Optionee, such  option shall  be exercisable
   only by him.  No transfer of the option herein  granted shall be effective
   to bind  the Company  unless the  Company shall  have been furnished  with
   written notice thereof and  a copy of such  evidence as the Committee  may
   deem  necessary  to  establish  the  validity  of  the  transfer  and  the
   acceptance  by the transferee  or transferees of  the terms and conditions
   hereof.

               9.    The Optionee  shall have no rights as a stockholder with
   respect to any Option Shares  until the date of issuance of  a certificate
   for Option  Shares purchased pursuant to this Agreement.  Until such time,
   the Optionee shall not be entitled to dividends or to vote at  meetings of
   the stockholders of the Company.

               10.   The  Company may  make such  provisions as  it may  deem
   appropriate  for  the withholding  of  any  taxes which  it  determines is
   required in connection with the option  herein granted.  The Optionee  may
   pay all  or any  portion  of the  taxes  required to  be withheld  by  the
   Company or paid by the Optionee in connection with  the exercise of all or
   any  portion of the option herein granted  by electing to have the Company
   withhold shares  of Common Stock, or by delivering previously owned shares
   of Common Stock, having a  Fair Market Value equal to the  amount required
   to be  withheld or paid.  The Optionee must make the foregoing election on
   or before the date  that the amount  of tax to  be withheld is  determined
   ("Tax  Date").    Any   such  election  is  irrevocable   and  subject  to
   disapproval by the Committee.   If the Optionee  is subject to the  short-
   swing profits recapture provisions  of Section 16(b) of  the Exchange Act,
   any  such  election   shall  be  subject  to   the  following   additional
   restrictions:

                     (a)   Such election  may not be  made within  six months
   of the  grant of  this  option, provided  that this  limitation shall  not
   apply in the event of death or disability.

                     (b)   Such election must be  made either in an  Election
   Window  (as  hereinafter  defined)  or  at  such  other  time  as  may  be
   consistent with Section 16(b)(3) of the Exchange Act.   Where the Tax Date
   in  respect of  the  exercise of  all or  any  portion of  this Option  is
   deferred  until  after  such  exercise  and  the  Optionee   elects  stock
   withholding, the full amount of  shares of Common Stock will be  issued or
   transferred  to  the  Optionee  upon  exercise  of  this  Option,  but the
   Optionee shall  be unconditionally obligated to tender back to the Company
   on the Tax Date the  number of shares necessary to discharge  with respect
   to such  Option  exercise the  greater  of (i)  the Company's  withholding
   obligation and (ii)  all or any portion of the  holder's federal and state
   tax  obligation attributable to  the Option exercise.   An Election Window
   is  any  period  commencing  on  the  third  business  day  following  the
   Company's release of a quarterly or annual summary statement of  sales and
   earnings and ending on the twelfth business day following such release.
               11.   Upon  the  acquisition of  any  shares  pursuant to  the
   exercise of  the option herein granted, the Optionee  will enter into such
   written representations,  warranties  and agreements  as  the Company  may
   reasonably request in order  to comply with applicable  securities laws or
   with this Agreement.

               12.   The   certificates   representing  the   Option   Shares
   purchased by exercise of an option will  be stamped or otherwise imprinted
   with a legend in such form as the Company or  its counsel may require with
   respect to any applicable restrictions on sale or transfer, and  the stock
   transfer records of the  Company will reflect stop-transfer  instructions,
   as appropriate, with respect to such shares.

               13.   Unless   otherwise   provided   herein,   every   notice
   hereunder  shall  be  in  writing and  shall  be  given  by registered  or
   certified mail.   All  notices  of the  exercise by  the  Optionee of  any
   option  hereunder  shall  be  directed  to Reading  &  Bates  Corporation,
   Attention:   Secretary,  at the  Company's  current address.   Any  notice
   given by the  Company to the  Optionee directed to  him at his  address on
   file with  the Company shall  be effective  to bind  any other person  who
   shall acquire rights hereunder.  The Company shall be under no  obligation
   whatsoever  to  advise   the  Optionee  of  the  existence,   maturity  or
   termination of  any of the  Optionee's rights  hereunder and  the Optionee
   shall  be deemed to  have familiarized himself  with all matters contained
   herein and in  the Plan which may  affect any of the Optionee's  rights or
   privileges hereunder.

               14.   Whenever  the  term  "Optionee"  is  used  herein  under
   circumstances applicable  to  any other  person  or persons  to whom  this
   award,  in   accordance  with  the  provisions  of  Paragraph  8,  may  be
   transferred,  the word "Optionee"  shall be deemed  to include such person
   or persons.   References to the  masculine gender herein also  include the
   feminine gender for all purposes.

               15.   Notwithstanding any of  the other provisions hereof, the
   Optionee agrees that he will  not exercise the option herein granted,  and
   that the  Company will not  be obligated to issue  any shares  pursuant to
   this Agreement,  if the exercise  of the  option or  the issuance of  such
   shares of Common Stock would constitute a violation by  the Optionee or by
   the Company of any provision  of any law or regulation of any governmental
   authority or any national securities exchange.
               16.   The option to purchase  Option Shares evidenced by  this
   Agreement  shall be  fully and  immediately exercisable  upon a  Change of
   Control of the Company as defined in the Employment Agreement. 

               17.   This Agreement is subject  to the Plan, a  copy of which
   has been  provided the Optionee  and for  which the  Optionee acknowledges
   receipt.   The terms and provisions of  the Plan (including any subsequent
   amendments  thereto) are incorporated  herein by reference.   In the event
   of a conflict between  any term or provision  contained herein and a  term
   or  provision of  the Plan,   the applicable  terms and  provisions of the
   Plan  will  govern and  prevail.    All  definitions of  words  and  terms
   contained in the Plan shall be applicable to this Agreement.

               18.   In the event  of a  corporate merger  or other  business
   combination  in  which  the  Company  is  not  the  surviving  entity, the
   economic equivalent  number of the  voting shares of  common stock of,  or
   participating  interests in, the  surviving entity, based  on the terms of
   such  merger or other  business combination, shall  be substituted for the
   Option  Shares hereunder,  and the  price per share  set out  in Section 2
   hereof  shall  be  adjusted to  reflect  substantially  the  same economic
   equivalent  value of the  Option Shares to  the Optionee immediately prior
   to any such merger or other business combination.

               IN WITNESS WHEREOF,  this Agreement is executed this       day
   of                , 199  , effective as of the 3rd day of December, 1996.

                                       READING & BATES CORPORATION



                                       By:_______________________________


                                       OPTIONEE


                                       ___________________________________
                                       Tim W. Nagle