Exhibit 10.48


                          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  Ted    Kalborg (the  "Participant").   Except  as  defined
  herein, capitalized  terms shall  have the  same meaning  ascribed to  them
  under  the 1996 Director  Restricted Stock  Award 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.    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 3, 1996 (the "Date of Grant"), a total of 9,000
  shares of Common Stock, pursuant to the Plan, subject to the conditions and
  restrictions set forth below and in the Plan (the "Restricted Stock").

        2.    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 2
  or as otherwise provided in Paragraph 6 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 33- %  of the total  number of
  shares of  Restricted Stock awarded hereunder  on each of January  1, 1998,
  January  1,  1999  and  January  1,    2000; 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  remained
  continuously a member  of the Board  of Directors  of the Company  from the
  date  of  this  Agreement through  such  date  (other  than  by  reason  of
  Participant's death,  disability, retirement after the age of  65 or Change
  of Control of  the Company, as  defined in  Paragraph 15 hereof),  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 6 below.

        3.    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.

        4.    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.

        5.    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  7 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.

        6.    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 service due to death
                    or disability, or  retirement at age 65 or older;

  the  Restricted Period set forth  in Paragraph 2 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   service  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 or
  retirement described in Paragraph (a)(ii) above, then  all Restricted Stock
  awarded  to the Participant  that has not  previously vested  in accordance
  with Paragraph 2 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 5 above.

        7.    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 8  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.

        8.    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.

        9.    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; or

        (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.

        10.   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.

        11.   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.

        12.   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).

        13.   Governing Law.  This  Agreement shall be governed by, construed
  and enforced in accordance with the laws of the State of Delaware.

        14.   Gender and  Number.  Whenever the context  requires or permits,
  the gender and number of words shall be interchangeable.

        15.   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:                   , 1997 
  ATTEST:                                   READING & BATES CORPORATION


  ___________________________            By:
  __________________________________
  Secretary
                                         Its:   Chairman and Chief Executive
                                                Officer

  ___________________________
  (Signature, Ted  Kalborg)