EXHIBIT 10.56

                        READING & BATES CORPORATION

                          STOCK OPTION AGREEMENT

          This Stock Option Agreement ("Agreement") between Reading & Bates
Corporation,  a  Delaware  corporation  ("Company")  and  Don  L.  McIntire
("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 V.P., Human Resources 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  April 24, 2007 ("Option Period") to  purchase  from  the
Company 40,000 shares ("Option Shares") of the Company's Common Stock, at a
price equal to $23.75 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
, 1997, effective as of the 24th day of April, 1997.

                              READING & BATES CORPORATION

                              By: _______________________
                                  Paul B. Loyd, Jr.

                              OPTIONEE
                              ___________________________
                              Don L. McIntire