Exhibit 10.54

                          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 Charles  R. Ofner  (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:
   _____________________________ 
   Secretary
                                              Its:  Vice President, Human
                                                    Resources


   _______________________________
   (Signature, Charles R. Ofner)