EXHIBIT 4.6

                     R&B FALCON CORPORATION
                    Form of Warrant Agreement

        [for warrants sold attached to debt securities]*

     THIS  WARRANT  AGREEMENT  is dated as  of  ________________,
between   R&B   Falcon   Corporation,  a   Delaware   corporation
(hereinafter  called  "R&B  Falcon",  which  term  includes   any
successor  corporation under the Indenture  hereinafter  referred
to),  and _________________, as Warrant Agent (herein called  the
"Warrant Agent").

     WHEREAS,  R&B Falcon has entered into an Indenture dated  as
of   _____________,  (the  "Indenture"),  with  ____________,  as
trustee (the "Trustee"), providing for the issuance from time  to
time  of its unsecured [senior] [subordinated] debentures,  notes
or other evidences of indebtedness (the "Debt Securities"), to be
issued in one or more series, as provided in the Indenture; and

     WHEREAS,  R&B  Falcon  proposes  to  sell  [title  of   Debt
Securities being offered] (the "Offered Securities") with warrant
certificates evidencing one or more warrants (the "Warrants"  or,
individually  a  "Warrant") representing the  right  to  purchase
[title  of  Debt  Securities  purchasable  through  exercise   of
Warrants]  (the "Warrant Securities"), such warrant  certificates
and  other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and

     WHEREAS,  R&B  Falcon desires the Warrant Agent  to  act  on
behalf  of  R&B Falcon in connection with the issuance, exchange,
exercise and replacement of the Warrant Certificates, and in this
Agreement wishes to set forth, among other things, the  form  and
provisions  of  the  Warrant  Certificates  and  the  terms   and
conditions on which they may be issued, exchanged, exercised  and
replaced:

     NOW, THEREFORE, in consideration of the premises and of  the
mutual  agreements herein contained, the parties hereto agree  as
follows:

                            ARTICLE I
             Issuance of Warrants and Execution and
                Delivery of Warrant Certificates

     Section  1.1.  Issuance  of  Warrants.  Warrants  shall   be
initially  issued in connection with the issuance of the  Offered
Securities  [but shall be separately transferable  on  and  after
_________,  ____  (the  "Detachable Date")]  [and  shall  not  be
separately  transferable]  and  each  Warrant  Certificate  shall
evidence  one  or  more Warrants. Each Warrant evidenced  thereby
shall  represent  the right, subject to the provisions  contained
herein  and  therein,  to  purchase a  Warrant  Security  in  the
principal  amount  of [$]_______. Warrant Certificates  shall  be
initially  issued in units with the Offered Securities  and  each
Warrant  Certificate included in such a unit shall  evidence  ___
Warrants  for each [$]____ principal amount of Offered Securities
included in such unit.

     Section 1.2. Execution and Delivery of Warrant Certificates.
Each   Warrant  Certificate,  whenever  issued,   shall   be   in
registered* form substantially in the form set forth in Exhibit A
hereto, shall be dated the date of its issuance and may have such
letters,  numbers or other marks of identification or designation
and  such  legends  or  endorsements  printed,  lithographed   or
engraved thereon as the officers of R&B Falcon executing the same
may  approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law  or  with
--------------
* Complete  or  modify the provisions of this Form as appropriate
to reflect the terms of the Warrants and Warrant Securities.


any rule or regulation made pursuant thereto or with any rule  or
regulation  of  any stock exchange on which the Warrants  may  be
listed, or to conform to usage. The Warrant Certificates shall be
signed  on  behalf of R&B Falcon by its Chief Executive  Officer,
its  President, one of its Vice Presidents, its Treasurer or  one
of its Assistant Treasurers under its corporate seal and attested
by  its  Secretary  or  one  of its Assistant  Secretaries.  Such
signatures  may  be  manual  or  facsimile  signatures  of   such
authorized  officers and may be imprinted or otherwise reproduced
on the Warrant Certificates. The seal of R&B Falcon may be in the
form  of  a  facsimile  thereof and may  be  impressed,  affixed,
imprinted or otherwise reproduced on the Warrant Certificates.

     No  Warrant Certificate shall be valid for any purpose,  and
no  Warrant  evidenced thereby shall be exercisable,  until  such
Warrant   Certificate  has  been  countersigned  by  the   manual
signature  of  the Warrant Agent. Such signature by  the  Warrant
Agent  upon any Warrant Certificate executed by R&B Falcon  shall
be   conclusive   evidence  that  the  Warrant   Certificate   so
countersigned has been duly issued hereunder.

     In  case any officer of R&B Falcon who shall have signed any
of  the  Warrant  Certificates either manually  or  by  facsimile
signature  shall  cease  to be such officer  before  the  Warrant
Certificates   so  signed  shall  have  been  countersigned   and
delivered by the Warrant Agent, such Warrant Certificates may  be
countersigned and delivered notwithstanding that the  person  who
signed such Warrant Certificates ceased to be such officer of R&B
Falcon;  and any Warrant Certificate may be signed on  behalf  of
R&B  Falcon  by  such  persons as, at  the  actual  date  of  the
execution  of  such  Warrant Certificate,  shall  be  the  proper
officers of R&B Falcon, although at the date of the execution  of
this Agreement any such person was not such officer.

     The  term  "holder" or "holder of a Warrant Certificate"  as
used  herein shall mean any person in whose name at the time  any
Warrant  Certificate shall be registered upon  the  books  to  be
maintained  by  the Warrant Agent for that purpose.  [If  Offered
Securities  with Warrants which are not immediately detachable  -
or  upon  the  register of the Offered Securities  prior  to  the
Detachable  Date. R&B Falcon will or will cause the registrar  of
the  Offered  Securities to make available at all  times  to  the
Warrant  Agent  such  information as to holders  of  the  Offered
Securities with Warrants as may be necessary to keep the  Warrant
Agent's records up to date.]

     Section  1.3.  Issuance  of  Warrant  Certificates.  Warrant
Certificates  evidencing  the  right  to  purchase  an  aggregate
principal  amount  not exceeding [$]______ of Warrant  Securities
(except  as  provided in Sections 2.3(c), 3.2  and  4.1)  may  be
executed  by R&B Falcon and delivered to the Warrant  Agent  upon
the  execution  of this Warrant Agreement or from  time  to  time
thereafter.  The  Warrant Agent shall, upon  receipt  of  Warrant
Certificates  duly executed on behalf of R&B Falcon,  countersign
Warrant  Certificates evidencing Warrants representing the  right
to purchase up to [$]______ aggregate principal amount of Warrant
Securities and shall deliver such Warrant Certificates to or upon
the order of R&B Falcon. Subsequent to such original issuance  of
the  Warrant Certificates, the Warrant Agent shall countersign  a
Warrant Certificate only if the Warrant Certificate is issued  in
exchange or substitution for one or more previously countersigned
Warrant  Certificates or in connection with  their  transfer,  as
hereinafter provided or as provided in Section 2.3(c).

                           ARTICLE II
        Warrant Price, Duration and Exercise of Warrants

     Section  2.1. Warrant Price. [On _______, _____,  the]  [The
Warrant]  exercise price of each Warrant is [$]  ______.  [During
the period from _________, ____, through and including _________,
____, the exercise price of each Warrant will be [$]___________],
plus  [accrued  amortization  of  the  original  issue  discount]
[accrued  interest] from _________, ____. [On ___________,  ____,
the  exercise  price  of each Warrant will  be  [$]________.  [if
applicable  --  insert  relevant amounts  in  applicable  foreign
currency, currency unit or composite currency] During the  period
from _________, ____, through and including _________, ____,  the
exercise  price  of  each  Warrant will be  [$]___________,  plus
[accrued  amortization of the original issue  discount]  [accrued
interest]  from  _________, ____.] [In each  case,  the  original
issue  discount will be amortized at a ___% annual rate, computed
on  an annual basis using a 360-day year consisting of twelve 30-
day  months].  Such  purchase  price  of  Warrant  Securities  is
referred  to  in  this  Agreement as the  "Warrant  Price."  [The
original  issue  discount  for each $1,000  principal  amount  of
Warrant Securities is [$]_____.]

     Section  2.2.  Duration of Warrants.  Each  Warrant  may  be
exercised in whole at any time, as specified herein, on or  after
[the date thereof] [_________, ____,] and at or before 5 p.m. New
York  time  on  __________________ (the "Expiration Date").  Each
Warrant  not exercised at or before 5 p.m. New York time  on  the
Expiration  Date shall become void, and all rights of the  holder
of  the  Warrant Certificate evidencing such Warrant  under  this
Agreement shall cease.

     Section 2.3. Exercise of Warrants.

          (a)   During the period specified in Section  2.2,  any
     whole  number  of  Warrants may be  exercised  by  providing
     certain  information set forth on the reverse  side  of  the
     Warrant Certificate and by paying in full, [in lawful  money
     of  the  United States of America] [if applicable --  insert
     relevant  amounts  in applicable foreign currency,  currency
     unit  or composite currency] [in cash or by certified  check
     or  official  bank check or by bank wire transfer,  in  each
     case]  [by  bank  wire  transfer], in immediately  available
     funds, the Warrant Price for each Warrant exercised, to  the
     Warrant  Agent  at  its  corporate  trust  office   [or   at
     ________],  provided  that  such  exercise  is  subject   to
     receipt,  within five business days of such [payment]  [wire
     transfer]  by  the Warrant Agent of the Warrant  Certificate
     with the form of election to purchase Warrant Securities set
     forth  on  the  reverse  side  of  the  Warrant  Certificate
     properly  completed and duly executed.  The  date  on  which
     payment  in  full  of the Warrant Price is received  by  the
     Warrant  Agent  shall,  subject to receipt  of  the  Warrant
     Certificate as aforesaid, be deemed to be the date on  which
     the  Warrant  is exercised. The Warrant Agent shall  deposit
     all funds received by it in payment of the Warrant Price  in
     an account of R&B Falcon maintained with it and shall advise
     R&B  Falcon by telephone at the end of each day on  which  a
     [payment]  [wire transfer] for the exercise of  Warrants  is
     received  of  the  amount so deposited to its  account.  The
     Warrant  Agent shall promptly confirm such telephone  advice
     to R&B Falcon in writing.

          (b)   The  Warrant Agent shall, from time to  time,  as
     promptly  as practicable, advise R&B Falcon and the  Trustee
     under  the  Indenture (if such Trustee is  not  the  Warrant
     Agent)  of  (i) the number of Warrants exercised,  (ii)  the
     instructions  of  each  holder of the  Warrant  Certificates
     evidencing  such  Warrants with respect to delivery  of  the
     Warrant  Securities to which such holder  is  entitled  upon
     such   exercise,  (iii)  delivery  of  Warrant  Certificates
     evidencing  the  balance, if any, of the Warrants  remaining
     after such exercise, and (iv) such other information as  R&B
     Falcon shall reasonably require.

          (c)   As soon as practicable after the exercise of  any
     Warrant,  R&B Falcon shall issue, pursuant to the Indenture,
     in  authorized  denominations to or upon the  order  of  the
     holder  of the Warrant Certificate evidencing such  Warrant,
     the  Warrant Securities to which such holder is entitled  in
     fully  registered form, registered in such name or names  as
     may  be directed by such holder.** If fewer than all of  the
     Warrants   evidenced   by  such  Warrant   Certificate   are
     exercised,  R&B  Falcon  shall execute,  and  an  authorized
     officer of the Warrant Agent shall manually countersign  and
     deliver, a new Warrant Certificate evidencing the number  of
     such Warrants remaining unexercised.

          (d)   R&B Falcon shall not be required to pay any stamp
     or  other  tax or other governmental charge required  to  be
     paid  in connection with any transfer involved in the  issue
     of  the  Warrant Securities; and in the event that any  such
     transfer  is  involved, R&B Falcon shall not be required  to
-----------------
** Subject to  change  in accordance with changes in tax laws and
regulations.


     issue  or  deliver any Warrant Security until  such  tax  or
     other charge shall have been paid or it has been established
     to  R&B  Falcon's  satisfaction that no such  tax  or  other
     charge is due.

                           ARTICLE III
             Other Provisions Relating to Rights of
                 Holders of Warrant Certificates

     Section  3.1. No Rights as Warrant Securityholder  Conferred
by  Warrants  or Warrant Certificates. No Warrant Certificate  or
Warrant evidenced thereby shall entitle the holder thereof to any
of  the  rights  of  a  holder of Warrant Securities,  including,
without limitation, the right to receive the payment of principal
of,  premium,  if  any, or interest on Warrant Securities  or  to
enforce any of the covenants in the Indenture.

     Section  3.2.  Lost, Stolen, Mutilated or Destroyed  Warrant
Certificates.  Upon  receipt by the  Warrant  Agent  of  evidence
reasonably satisfactory to it of the ownership of and  the  loss,
theft,  destruction or mutilation of any Warrant Certificate  and
of  indemnity reasonably satisfactory to it, and, in the case  of
mutilation,  upon  surrender thereof to  the  Warrant  Agent  for
cancellation, then, in the absence of notice to R&B Falcon or the
Warrant Agent that such Warrant Certificate has been acquired  by
a   bona  fide  purchaser,  R&B  Falcon  shall  execute,  and  an
authorized   officer   of  the  Warrant  Agent   shall   manually
countersign and deliver, in exchange for or in lieu of the  lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate  of  the same tenor and evidencing a like  number  of
Warrants. Upon the issuance of any new Warrant Certificate  under
this  Section,  R&B  Falcon may require  the  payment  of  a  sum
sufficient to cover any tax or other governmental charge that may
be  imposed in relation thereto and any other expenses (including
the  fees  and  expenses  of  the Warrant  Agent)  in  connection
therewith.  Every  substitute Warrant  Certificate  executed  and
delivered pursuant to this Section in lieu of any lost, stolen or
destroyed  Warrant  Certificate  shall  represent  an  additional
contractual  obligation of R&B Falcon, whether or not  the  lost,
stolen  or  destroyed Warrant Certificate shall be  at  any  time
enforceable  by anyone, and shall be entitled to the benefits  of
this Agreement equally and proportionately with any and all other
Warrant  Certificates duly executed and delivered hereunder.  The
provisions  of this Section are exclusive and shall preclude  (to
the extent lawful) all other rights and remedies with respect  to
the  replacement of mutilated, lost, stolen or destroyed  Warrant
Certificates.

     Section  3.3.  Holder  of  Warrant Certificate  May  Enforce
Rights.  Notwithstanding any of the provisions of this Agreement,
any  holder of a Warrant Certificate, without the consent of  the
Warrant Agent, the holder of any Warrant Securities or the holder
of  any other Warrant Certificate, may in his own behalf and  for
his  own  benefit,  enforce, and may institute and  maintain  any
suit, action or proceeding against R&B Falcon suitable to enforce
or  otherwise  in respect of, his right to exercise the  Warrants
evidenced  by his Warrant Certificate in the manner  provided  in
his Warrant Certificate and in this Agreement.

                           ARTICLE IV
          Exchange and Transfer of Warrant Certificates

     Section  4.1. Exchange and Transfer of Warrant Certificates.
[If  Offered  Securities  with  Warrants  which  are  immediately
detachable - Upon] [If Offered Securities with Warrants which are
not  immediately  detachable -Prior to  the  Detachable  Date,  a
Warrant Certificate may be exchanged or transferred only together
with the Offered Securities to which the Warrant Certificate  was
initially  attached and only for the purpose of effecting  or  in
conjunction  with  an  exchange  or  transfer  of  such   Offered
Securities.  Prior to the Detachable Date, each transfer  of  the
Offered  Securities  [on the register of the Offered  Securities]
shall  operate also to transfer the related Warrant Certificates.
After  the Detachable Date upon] surrender at the corporate trust
office  of  the Warrant Agent [or ________], Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates  in
other  denominations  evidencing such Warrants  or  the  transfer
thereof may be registered in whole or in part; provided that such
other Warrant Certificates evidence the same aggregate number  of
Warrants as the Warrant Certificates so surrendered. The  Warrant
Agent  shall keep, at its corporate trust office [and at  _______
__] books in which, subject to such reasonable regulations as  it
may   prescribe,  it  shall  register  Warrant  Certificates  and
exchanges and transfers of outstanding Warrant Certificates, upon
surrender of the Warrant Certificates to the Warrant Agent at its
corporate   trust  office  [or  ____________]  for  exchange   or
registration  of  transfer, properly endorsed or  accompanied  by
appropriate  instruments of registration of transfer and  written
instructions for transfer, all in form satisfactory to R&B Falcon
and  the  Warrant Agent. No service charge shall be made for  any
exchange  [or  registration of transfer] of Warrant  Certificates
but  R&B Falcon may require payment of a sum sufficient to  cover
any  stamp or other tax or other governmental charge that may  be
imposed  in connection with any such exchange or registration  of
transfer.  Whenever any Warrant Certificates are  so  surrendered
for exchange or registration of transfer an authorized officer of
the  Warrant Agent shall manually countersign and deliver to  the
person  or  persons  entitled thereto a  Warrant  Certificate  or
Warrant  Certificates duly authorized and executed by R&B Falcon,
as  so  requested.  The Warrant Agent shall not  be  required  to
effect any exchange or registration of transfer which will result
in the issuance of a Warrant Certificate evidencing a fraction of
a  Warrant  or  a  number of full Warrants and a  fraction  of  a
Warrant.  All  Warrant Certificates issued upon any exchange  [or
registration  of transfer] of Warrant Certificates shall  be  the
valid obligations of R&B Falcon, evidencing the same obligations,
and  entitled to the same benefits under this Agreement,  as  the
Warrant   Certificates   surrendered   for   such   exchange   or
registration of transfer.

     Section  4.2.  Treatment of Holders of Warrant Certificates.
[If  Warrants which are not immediately detachable - Every holder
of  a  Warrant  Certificate, by accepting the same, consents  and
agrees  with  R&B  Falcon,  the  Warrant  Agent  and  with  every
subsequent  holder  of such Warrant Certificate  that  until  the
transfer of the Warrant Certificate is registered on the books of
the  Warrant  Agent  [or the registrar of the Offered  Securities
prior  to the Detachable Date], R&B Falcon and the Warrant  Agent
[or  the  registrar  of  the  Offered  Securities  prior  to  the
Detachable Date] may treat the registered holder as the  absolute
owner  thereof  for  any purpose and as the  person  entitled  to
exercise   the  rights  represented  by  the  Warrants  evidenced
thereby, any notice to the contrary notwithstanding.]

     Section  4.3.  Cancellation  of  Warrant  Certificates.  Any
Warrant  Certificate  surrendered for exchange,  registration  of
transfer or exercise of the Warrants evidenced thereby shall,  if
surrendered to R&B Falcon, be delivered to the Warrant Agent  and
all  Warrant  Certificates surrendered or  so  delivered  to  the
Warrant  Agent  shall be promptly cancelled by the Warrant  Agent
and  shall not be reissued and, except as expressly permitted  by
this  Agreement, no Warrant Certificate shall be issued hereunder
in  exchange or in lieu thereof. The Warrant Agent shall  deliver
to R&B Falcon from time to time or otherwise dispose of cancelled
Warrant Certificates in a manner satisfactory to R&B Falcon.

                            ARTICLE V
                  Concerning the Warrant Agent

     Section  5.1.  Warrant  Agent. R&B  Falcon  hereby  appoints
__________,  as  Warrant Agent of R&B Falcon in  respect  of  the
Warrants and the Warrant Certificates upon the terms and  subject
to the conditions herein set forth; and __________ hereby accepts
such  appointment. The Warrant Agent shall have  the  powers  and
authority  granted  to  and conferred  upon  it  in  the  Warrant
Certificates and hereby and such further powers and authority  to
act on behalf of R&B Falcon as R&B Falcon may hereafter grant  to
or  confer upon it. All of the terms and provisions with  respect
to   such   powers  and  authority  contained  in   the   Warrant
Certificates  are  subject  to and  governed  by  the  terms  and
provisions hereof.

     Section 5.2. Conditions of Warrant Agent's Obligations.  The
Warrant  Agent accepts its obligations herein set forth upon  the
terms  and conditions hereof, including the following, to all  of
which  R&B Falcon agrees and to all of which the rights hereunder
of  the  holders  from  time to time of the Warrant  Certificates
shall be subject:

          (a)    Compensation  and  Indemnification.  R&B  Falcon
     agrees promptly to pay the Warrant Agent the compensation to
     be  agreed upon with R&B Falcon for all services rendered by
     the  Warrant  Agent and to reimburse the Warrant  Agent  for
     reasonable  out-of-pocket expenses (including counsel  fees)
     incurred  by  the  Warrant  Agent  in  connection  with  the
     services rendered hereunder by the Warrant Agent. R&B Falcon
     also  agrees to indemnify the Warrant Agent for, and to hold
     it harmless against, any loss, liability or expense incurred
     without  negligence or bad faith on the part of the  Warrant
     Agent,  arising out of or in connection with its  acting  as
     Warrant  Agent hereunder, as well as the costs and  expenses
     of defending against any claim of such liability.

          (b)  Agent for R&B Falcon. In acting under this Warrant
     Agreement  and  in connection with the Warrant Certificates,
     the  Warrant Agent is acting solely as agent of  R&B  Falcon
     and does not assume any obligation or relationship of agency
     or  trust  for  or  with  any  of  the  holders  of  Warrant
     Certificates or beneficial owners of Warrants.

          (c)   Counsel.  The  Warrant  Agent  may  consult  with
     counsel  satisfactory to it, and the advice of such  counsel
     shall  be full and complete authorization and protection  in
     respect  of  any  action taken, suffered or  omitted  by  it
     hereunder in good faith and in accordance with the advice of
     such counsel.

          (d)   Documents. The Warrant Agent shall  be  protected
     and shall incur no liability for or in respect of any action
     taken  or thing suffered by it in reliance upon any  Warrant
     Certificate,   notice,   direction,  consent,   certificate,
     affidavit,  statement or other paper or document  reasonably
     believed  by it to be genuine and to have been presented  or
     signed by the proper parties.

          (e)   Certain Transactions. The Warrant Agent, and  its
     officers, directors and employees, may become the owner  of,
     or  acquire any interest in, Warrants, with the same  rights
     that  it or they would have if it were not the Warrant Agent
     hereunder,  and, to the extent permitted by applicable  law,
     it  or they may engage or be interested in any financial  or
     other  transaction with R&B Falcon and may  act  on,  or  as
     depositary, trustee or agent for, any committee or  body  of
     holders  of Warrant Securities or other obligations  of  R&B
     Falcon  as  freely  as  if it were  not  the  Warrant  Agent
     hereunder. Nothing in this Warrant Agreement shall be deemed
     to  prevent the Warrant Agent from acting as trustee for any
     series of Debt Securities under the Indenture.

          (f)  No Liability for Interest. The Warrant Agent shall
     have  no  liability for interest on any monies at  any  time
     received  by  it pursuant to any of the provisions  of  this
     Agreement or of the Warrant Certificates.

          (g)   No  Liability for Invalidity. The  Warrant  Agent
     shall  have  no liability with respect to any invalidity  of
     this Agreement or any of the Warrant Certificates.

          (h)  No Responsibility for Representations. The Warrant
     Agent  shall  not be responsible for any of the recitals  or
     representations  herein  or  in  the  Warrant   Certificates
     (except as to the Warrant Agent's countersignature thereon),
     all of which are made solely by R&B Falcon.

          (i)  No Implied Obligations. The Warrant Agent shall be
     obligated to perform only such duties as are herein  and  in
     the  Warrant  Certificates specifically  set  forth  and  no
     implied  duties  or  obligations shall  be  read  into  this
     Agreement  or the Warrant Certificates against  the  Warrant
     Agent.  The  Warrant Agent shall not be under any obligation
     to take any action hereunder which may tend to involve it in
     any  expense  or  liability, the payment of which  within  a
     reasonable  time is not, in its reasonable opinion,  assured
     to  it. The Warrant Agent shall not be accountable or  under
     any  duty or responsibility for the use by R&B Falcon of any
     of  the  Warrant Certificates authenticated by  the  Warrant
     Agent  and  delivered by it to R&B Falcon pursuant  to  this
     Agreement  or  for  the application by  R&B  Falcon  of  the
     proceeds  of  the  Warrant Certificates. The  Warrant  Agent
     shall  have no duty or responsibility in case of any default
     by  R&B  Falcon  in  the performance  of  its  covenants  or
     agreements  contained herein or in the Warrant  Certificates
     or  in the case of the receipt of any written demand from  a
     holder  of  a  Warrant  Certificate  with  respect  to  such
     default, including, without limiting the generality  of  the
     foregoing, any duty or responsibility to initiate or attempt
     to  initiate any proceedings at law or otherwise or,  except
     as  provided  in  Section 6.2, to make any demand  upon  R&B
     Falcon.

     Section 5.3. Resignation and Appointment of Successor.

          (a)   R&B Falcon agrees, for the benefit of the holders
     of  the Warrant Certificates, that there shall at all  times
     be   a   Warrant  Agent  hereunder  until  all  the  Warrant
     Certificates are no longer exercisable.

          (b)   The Warrant Agent may at any time resign as  such
     agent  by  giving  written notice  to  R&B  Falcon  of  such
     intention  on  its part, specifying the date  on  which  its
     desired  resignation shall become effective;  provided  that
     such date shall not be less than three months after the date
     on  which  such notice is given unless R&B Falcon  otherwise
     agrees.  The Warrant Agent hereunder may be removed  at  any
     time  by  the  filing  with it of an instrument  in  writing
     signed  by  or  on behalf of R&B Falcon and specifying  such
     removal  and  the date when it shall become effective.  Such
     resignation   or   removal  shall  take  effect   upon   the
     appointment  by  R&B Falcon, as hereinafter provided,  of  a
     successor  Warrant Agent (which shall be  a  bank  or  trust
     company authorized under the laws of the jurisdiction of its
     organization  to  exercise corporate trust powers)  and  the
     acceptance  of  such appointment by such  successor  Warrant
     Agent.  The  obligation of R&B Falcon under  Section  5.2(a)
     shall   continue   to   the   extent   set   forth   therein
     notwithstanding the resignation or removal  of  the  Warrant
     Agent.

          (c)   In  case  at  any  time the Warrant  Agent  shall
     resign,  or  shall be removed, or shall become incapable  of
     acting,  or  shall be adjudged a bankrupt or  insolvent,  or
     shall  file  a  petition seeking relief  under  the  Federal
     Bankruptcy Code, as now constituted or hereafter amended, or
     under  any other applicable Federal or State bankruptcy  law
     or  similar law or make an assignment for the benefit of its
     creditors  or  consent to the appointment of a  receiver  or
     custodian of all or any substantial part of its property, or
     shall  admit  in writing its inability to pay  or  meet  its
     debts as they mature, or if a receiver or custodian of it or
     of  all  or  any substantial part of its property  shall  be
     appointed, or if an order of any court shall be entered  for
     relief  against  it  under  the provisions  of  the  Federal
     Bankruptcy Code, as now constituted or hereafter amended, or
     under  any  other applicable Federal or State bankruptcy  or
     similar  law,  or  if any public officer  shall  have  taken
     charge or control of the Warrant Agent or of its property or
     affairs, for the purpose of rehabilitation, conservation  or
     liquidation,   a  successor  Warrant  Agent,  qualified   as
     aforesaid, shall be appointed by R&B Falcon by an instrument
     in writing, filed with the successor Warrant Agent. Upon the
     appointment  as aforesaid of a successor Warrant  Agent  and
     acceptance   by   the  successor  Warrant  Agent   of   such
     appointment,  the Warrant Agent shall cease  to  be  Warrant
     Agent hereunder.

          (d)   Any  successor Warrant Agent appointed  hereunder
     shall  execute,  acknowledge and deliver to its  predecessor
     and  to  R&B Falcon an instrument accepting such appointment
     hereunder,  and  thereupon  such  successor  Warrant  Agent,
     without  any  further act, deed or conveyance, shall  become
     vested  with  all  the  authority, rights,  powers,  trusts,
     immunities, duties and obligations of such predecessor  with
     like   effect  as  if  originally  named  as  Warrant  Agent
     hereunder, and such predecessor, upon payment of its charges
     and   disbursements  then  unpaid,  shall  thereupon  become
     obligated  to  transfer,  deliver and  pay  over,  and  such
     successor  Warrant Agent shall be entitled to  receive,  all
     monies,  securities and other property on  deposit  with  or
     held by such predecessor, as Warrant Agent hereunder.

          (e)   Any  corporation  into which  the  Warrant  Agent
     hereunder may be merged or converted or any corporation with
     which  the  Warrant  Agent  may  be  consolidated,  or   any
     corporation   resulting  from  any  merger,  conversion   or
     consolidation to which the Warrant Agent shall be  a  party,
     or  any corporation to which the Warrant Agent shall sell or
     otherwise  transfer all or substantially all the assets  and
     business  of  the Warrant Agent, provided that it  shall  be
     qualified as aforesaid, shall be the successor Warrant Agent
     under this Agreement without the execution or filing of  any
     paper  or any further act on the part of any of the  parties
     hereto.

                           ARTICLE VI
                          Miscellaneous

     Section 6.1. Amendment. This Agreement may be amended by the
parties  hereto, without the consent of the holder of any Warrant
Certificate,  for  the  purpose of curing any  ambiguity,  or  of
curing, correcting or supplementing any defective or inconsistent
provision  contained herein, or making any other provisions  with
respect  to matters or questions arising under this Agreement  as
R&B Falcon and the Warrant Agent may deem necessary or desirable;
provided,  that  such action shall not materially  and  adversely
affect  the  interests of the holders of the Warrant Certificates
and, provided further, that R&B Falcon and the Warrant Agent  may
amend  this Agreement in any manner prior to the issuance of  any
Warrants  hereunder. With the consent of the holders of not  less
than  a  majority  in number of the then outstanding  unexercised
Warrants affected, R&B Falcon and the Warrant Agent may modify or
amend  any other term of this Agreement; provided, however,  that
no such modification or amendment may be made without the consent
of  the holders affected thereby if such proposed amendment would
(i)  shorten the period of time during which the Warrants may  be
exercised;  (ii)  otherwise materially and adversely  affect  the
exercise  rights of the holders of the Warrants; or (iii)  reduce
the number of outstanding Warrants.

     Section  6.2. Notices and Demands to R&B Falcon and  Warrant
Agent.  If  the Warrant Agent shall receive any notice or  demand
addressed  to  R&B Falcon by the holder of a Warrant  Certificate
pursuant  to  the  provisions of the  Warrant  Certificates,  the
Warrant Agent shall promptly forward such notice or demand to R&B
Falcon.

     Section 6.3. Addresses. Any communication from R&B Falcon to
the  Warrant  Agent  with  respect to  this  Agreement  shall  be
addressed to ____________________, and any communication from the
Warrant Agent to R&B Falcon with respect to this Agreement  shall
be   addressed  to  R&B  Falcon  Corporation,  901  Threadneedle,
Houston,  Texas 77079, Attention: _______________ (or such  other
address as shall be specified in writing by the Warrant Agent  or
by R&B Falcon).

     Section  6.4.  Applicable Law. The validity,  interpretation
and  performance  of this Agreement and each Warrant  Certificate
issued  hereunder  and  of the respective  terms  and  provisions
thereof  shall  be governed by and construed in accordance  with,
the laws of the State of [New York], without giving effect to the
conflict of laws principles thereof.

     Section 6.5. Delivery of Prospectus. R&B Falcon will furnish
to  the  Warrant Agent sufficient copies of a prospectus relating
to  the  Warrant Securities deliverable upon exercise of Warrants
(the  "Prospectus"), and the Warrant Agent agrees that  upon  the
exercise  of any Warrant, the Warrant Agent will deliver  to  the
holder of the Warrant Certificate evidencing such Warrant,  prior
to  or  concurrently with, the delivery of the Warrant Securities
issued upon such exercise, a Prospectus.

     Section 6.6. Obtaining of Governmental Approvals. R&B Falcon
will from time to time take all action which may be necessary  to
obtain  and  keep  effective any and all  permits,  consents  and
approvals of governmental agencies and authorities and securities
acts   filings  under  United  States  Federal  and  State   laws
(including,  without  limitation,  a  registration  statement  in
respect  of  the  Warrants  and  Warrant  Securities  under   the
Securities  Act  of 1933, as amended), which  may  be  or  become
requisite  in  connection with the issuance, sale, transfer,  and
delivery  of  the  Warrant  Certificates,  the  exercise  of  the
Warrants,  the  issuance, sale, transfer,  and  delivery  of  the
Warrant  Securities issued upon exercise of the Warrants or  upon
the  expiration  of  the  period during which  the  Warrants  are
exercisable.

     Section  6.7. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than R&B
Falcon,  the  Warrant  Agent  and  the  holders  of  the  Warrant
Certificates  any right, remedy or claim under or  by  reason  of
this Agreement.

     Section  6.8.  Headings.  The descriptive  headings  of  the
several Articles and Sections of this Agreement are inserted  for
convenience only and shall not control or affect the  meaning  or
construction of any of the provisions hereof.

     Section 6.9. Counterparts. This Agreement may be executed in
any number of counterparts, each of which as so executed shall be
deemed  to  be an original, but such counterparts shall  together
constitute but one and the same instrument.

     Section  6.10.  Inspection  of Agreement.  A  copy  of  this
Agreement  shall  be  available at all reasonable  times  at  the
principal  corporate  trust  office  of  the  Warrant  Agent  for
inspection by the holder of any Warrant Certificate. The  Warrant
Agent  may require such holder to submit his Warrant Certificates
for inspection by it.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement  to  be  duly  executed and their respective  corporate
seals to be affixed hereunto, and the same to be attested, all as
of the day and year first above written.

                              R&B FALCON CORPORATION

                              By:  ______________________________
                              Name:______________________________
                              Title:_____________________________
Attest:

______________________________


                              [NAME OF WARRANT AGENT],
                              as Warrant Agent

                              By:  ______________________________
                              Name:______________________________
                              Title:_____________________________
Attest:

______________________________
                                                        Exhibit A

                  (FORM OF WARRANT CERTIFICATE)
                  [Face of Warrant Certificate]

     [Form  of  Legend  of  Warrants  which  are  not immediately
detachable: Prior to ___________, this Warrant Certificate cannot
be transferred  or  exchanged  unless  attached  to  a  [Title of
Offered Securities].] Exercisable  Only  if  Countersigned by the
Warrant Agent as Provided Herein

                     R&B FALCON CORPORATION
                      WARRANTS TO PURCHASE
                  [Title of Warrant Securities]

Void After 5:00 P.M. New York Time on ___________

[No.]                                                   Warrants

     This  certifies  that ________ or  registered assigns is the
registered  owner of the above indicated number of Warrants, each
Warrant  entitling  such  owner to purchase, at any time [after 5
p.m. New  York time on, [date], and] on or before 5 p.m. New York
time  on  [date]  [$] _____________ principal amount of [Title of
Warrant  Securities]  (the  "Warrant  Securities"), of R&B Falcon
Corporation  ("R&B  Falcon")  issued  and  to be issued under the
Indenture (as  hereinafter  defined), on the following basis: [on
[date] the exercise price  of  each  Warrant  is [$] ; during the
period from , [date]  through  and including [date], the exercise
price of each Warrant  will be [$], plus [accrued amortization of
the original issue  discount]  [accrued interest] from [date]; on
[date] the exercise  price  of  each Warrant will be [$] ; during
the  period  from   [date]  through  and  including  [date] , the
exercise  price  of   each  Warrant  will  be [$] , plus [accrued
amortization of the  original issue discount]  [accrued interest]
from [date]; [in each  case, the original issue  discount will be
amortized at __%  annual  rate, computed on an annual basis using
a 360-day year consisting  of twelve 30-day months] (the "Warrant
Price").  [The original  issue discount for each $1,000 principal
amount  [if  applicable,   insert  relevant  amount   of  foreign
currency,  currency  units   or  composite  currency] of  Warrant
Securities  is  $____________.]   The  holder  may  exercise  the
Warrants evidenced hereby by  providing certain  information  set
forth on the back hereof and by  paying in full, [in lawful money
of the United States of America]  [if applicable, express Warrant
exercise price in  applicable  foreign currency, currency unit or
composite  currency]  [in cash  or by certified check or official
bank check or by bank wire transfer,  in each case] [by bank wire
transfer], in immediately available  funds, the Warrant Price for
each Warrant  exercised  to  the   Warrant  Agent (as hereinafter
defined) and by  surrendering this  Warrant Certificate, with the
purchase form on the back hereof duly  executed, at the corporate
trust office of [name of Warrant Agent],  or  its  successors  as
warrant  agent  (the  "Warrant  Agent"),    [or ________________]
currently  at  the  address  specified on the reverse hereof, and
upon compliance with and subject  to  the  conditions  set  forth
herein and in the Warrant Agreement (as hereinafter defined

     Any  whole  number of Warrants  evidenced  by  this  Warrant
Certificate  may  be exercised to  purchase Warrant Securities in
registered  form  in denominations  of  $______________  and  any
integral  multiples  thereof. Upon any exercise of fewer than all
of  the  Warrants  evidenced  by  this Warrant Certificate, there
shall be issued to the holder  hereof  a  new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

     This Warrant Certificate is issued  under  and in accordance
with the Warrant Agreement  dated  as  of ___________, ____, (the
"Warrant Agreement") between R&B Falcon and the Warrant Agent and
is subject to  the  terms and provisions contained in the Warrant
Agreement,  to  all  of  which terms and provisions the holder of
this Warrant Certificate consents by acceptance hereof. Copies of
the Warrant Agreement are on file at the  above-mentioned  office
of the Warrant Agent [and at ______________].

     The Warrant  Securities  to be issued and delivered upon the
exercise of the  Warrants  evidenced  by this Warrant Certificate
will be issued under and in accordance with an Indenture dated as
of ___________, ____, (the "Indenture")  between  R&B  Falcon and
________________, as trustee, and will be subject  to  the  terms
and   provisions  contained  in  the  Indenture.  Copies  of  the
Indenture  and  the form of Warrant Securities are on file at the
corporate trust office of the trustee [and at ________________].

     [If  Offered  Securities  with  Warrants   which   are   not
immediately  detachable  -  Prior   to,   199__,   this   Warrant
Certificate  may be exchanged  or  transferred only together with
the [Title of Offered Securities] ("Offered Securities") to which
this Warrant Certificate was initially attached, and only for the
purpose  of  effecting,  or  in  conjunction with, an exchange or
transfer  of  such  Offered Securities. After such date, this [If
Offered Securities with Warrants which are immediately detachable
- Transfer of this] Warrant Certificate  may  be  registered when
this Warrant Certificate is surrendered  at  the  corporate trust
office of the Warrant Agent [or _____] by the registered owner or
his  assigns,  in  person  or  by  an attorney duly authorized in
writing, in the manner and subject to the limitations provided in
the Warrant Agreement.]

     [If   Offered   Securities  with   Warrants  which  are  not
immediately detachable - Except as provided  in  the  immediately
preceding paragraph, after] [If Offered Securities  with Warrants
which are immediately detachable - After] countersignature by the
Warrant  Agent  and  prior  to  the  expiration  of  this Warrant
Certificate,  this  Warrant  Certificate  may be exchanged at the
corporate  trust  office  of  the  Warrant   Agent  for   Warrant
Certificates representing the same aggregate number of Warrants.

     This Warrant Certificate shall not entitle the holder hereof
to  any  of  the  rights  of  a  holder  of  Warrant  Securities,
including, without limitation, the right to receive  payments  of
principal  of,  premium,  if  any,  or  interest,  if any, on the
Warrant  Securities  or  to  enforce  any of the covenants of the
Indenture.

     This  Warrant  Certificate  shall not be valid or obligatory
for any purpose until countersigned by the Warrant Agent.

Dated as of ____________      R&B FALCON CORPORATION


                              By:________________________________

                              Name:______________________________

                              Title:_____________________________

Attest:


________________________
Countersigned
                              ___________________________________
                                   As Warrant Agent


                              By:________________________________

                              Name:______________________________

                              Title:_____________________________

                [Reverse of Warrant Certificate]
              Instructions for Exercise of Warrant

     To  exercise  the Warrants evidenced hereby, the holder must
pay  [in  cash or by certified check or official bank check or by
bank  wire  transfer]  [by  bank  wire  transfer], in immediately
available funds, the Warrant Price in full for Warrants exercised
to [insert name of  Warrant  Agent]  Corporate  Trust  Department
[insert address  of  Warrant Agent], Attn: [or ], which [payment]
[wire transfer]  must  specify  the  name  of  the holder and the
number  of  Warrants  exercised  by such holder. In addition, the
holder  must  complete the information required below and present
this Warrant Certificate in person or by mail (registered mail is
recommended) to the  Warrant  Agent  at  the  addresses set forth
below.  This  Warrant  Certificate,  completed and duly executed,
must be received by the Warrant Agent  within  five business days
of the [payment] [wire transfer].

             To Be Executed Upon Exercise of Warrant

     The   undersigned  hereby  irrevocably  elects  to  exercise
Warrants evidenced  by  this  Warrant  Certificate,  to  purchase
[$]_____________  principal   amount  of  the  [Title of  Warrant
Securities] (the "Warrant Securities") of R&B Falcon  Corporation
and represents that he  has  tendered  payment  for such  Warrant
Securities  [in cash or by certified check or official bank check
or  by bank wire transfer, in each case] [by bank wire transfer],
in  immediately  available  funds,  to  the  order  of R&B Falcon
Corporation, c/o [insert name and address of  Warrant  Agent], in
the  amount  of  [$]_____________ in accordance  with  the  terms
hereof. The undersigned requests  that said  principal amount  of
Warrant Securities  be  in  fully  registered  form  and  in  the
authorized denominations, registered in such names and delivered,
all  as  specified  in accordance with the instructions set forth
below.  If  the  number of Warrants exercised is less than all of
the  Warrants  evidenced  hereby, the undersigned requests that a
new  Warrant  Certificate  representing  he  remaining   Warrants
evidenced  hereby  be  issued  and  delivered  to the undersigned
unless otherwise specified in the instructions below.

Dated __________________________
                                   Name__________________________
                                        (Please Print)
_______________________________
Address

_______________________________
Social Security Number of Holder

_______________________________
Signature

The Warrants evidenced hereby may be exercised at the following
addresses:

By hand at     _____________________________________________
               _____________________________________________

By mail at     _____________________________________________
               _____________________________________________

     [Instructions as to form and delivery of Warrant Securities
and, if applicable, Warrant Certificates evidencing unexercised
Warrants--complete as appropriate.]

                           Assignment

      (Form of Assignment to be Executed if Holder Desires
             to Transfer Warrants Evidenced Hereby)

         For value received ____________________________ hereby
sells, assigns and transfers unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
__________ (Please print name and address, including zip code of
assignee, and Social Security Number or other identifying number)


the  Warrants  represented by the  within Warrant Certificate and
does  hereby irrevocably  constitute  and  appoint  Attorney,  to
transfer  said  Warrant  Certificate  on the books of the Warrant
Agent with full power of substitution in the premises.


Dated_____________________________
                                   ______________________________
                                   Signature

                                   (Signature must conform in all
                                   respect to name of holder as
                                   specified on the face of this
                                   Warrant Certificate and must
                                   bear a signature guarantee of
                                   a commercial bank, trust
                                   company, or member broker of
                                   the New York, American,
                                   Midwest or Pacific Stock
                                   Exchange.) Signature
                                   Guaranteed:


Signature Guaranteed:

__________________________________