EXHIBIT 4.5

                     R&B FALCON CORPORATION
                    Form of Warrant Agreement
      [for warrants sold attached to equity securities](1)

     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), and ___________, as Warrant Agent (herein
called the "Warrant Agent").

     WHEREAS,  R&B  Falcon  proposes to  sell  [title  of  Equity
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  Equity  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  Warrant  Securities.  Warrant  Certificates  shall   be
initially issued in units with the Offering Securities  and  each
Warrant Certificate included in such a unit shall evidence  _____
Warrants for Offered Securities included in such unit.
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(1)  Complete or modify the provisions of the Form as appropriate
to reflect the terms of the Warrants and Warrant Securities.

     Section 1.2. Execution and Delivery of Warrant Certificates.
Each   Warrant  Certificate,  whenever  issued,   shall   be   in
registered(2) 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 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, or one of  its  Vice
Presidents,  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 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  ____________ 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).
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(2)  If Warrants are issued in bearer form, appropriate revisions
will be made to the Agreement to facilitate such issuance.

                           ARTICLE II
        Warrant Price, Duration and Exercise of Warrants

     Section  2.1.  Warrant  Price. [On  ___________,  the]  [The
original] exercise price of each Warrant is [$]____. [During  the
period  from  _____________, through and including _____________,
the  exercise  price  of each Warrant will be [$]___________.  On
_______________,  the  exercise price of  each  Warrant  will  be
[$]________.]   [if  applicable,  insert  relevant   amounts   in
applicable foreign currency, currency unit or composite currency]
Such  purchase price of Warrant Securities is referred to in this
Agreement  as  the  "Warrant Price." The Warrant  Price  and  the
number and kind of Warrant Securities for which a Warrant may  be
exercised is subject to adjustment from time to time as set forth
in Article V hereof.

     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   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 three 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 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 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.  Such  certificate   or
     certificates  evidencing  the Warrant  Securities  shall  be
     deemed  to  have  been  issued  and  any  persons  who   are
     designated  to  be  named therein shall be  deemed  to  have
     become the holder of record of such Warrant Securities as of
     the  close  of business on the exercise date. No  fractional
     Warrant  Securities  will be issued  upon  exercise  of  any
     Warrant.  For  each fractional Warrant Security  that  would
     otherwise be issued, R&B Falcon will pay by company check in
     an  amount equal to such fraction multiplied by the  closing
     sales  price  of  the Warrant Securities  on  the  principal
     national securities exchange on which they are listed (or if
     not   so   listed,   another  equivalent  means   reasonably
     determined  by  R&B Falcon) on the business day  immediately
     preceding  the  exercise date. 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
     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 Stockholder 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 dividends, vote, receive  notice
of  any meeting of stockholders or otherwise have any right as  a
stockholder of R&B Falcon.

     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  at  ________],   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  at
____________] 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
                           Adjustments

     Section 5.1.      Adjustment of Warrant Price and Number  of
Warrant Securities Purchasable.

          (a)   In  case at any time R&B Falcon shall  issue  and
     sell  for cash any Warrant Securities (excluding (i) Warrant
     Securities  issued in any of the transactions  described  in
     paragraphs (b), (c) or (d) below and (ii) Warrant Securities
     issued upon exercise of Warrants) at a price per Share lower
     than [___%] below the Market Price determined as of the date
     immediately  preceding the date of such sale  and  issuance,
     the  Warrant Price in effect at the close of business on the
     date  immediately  preceding  the  date  of  such  sale  and
     issuance shall be reduced by multiplying such Warrant  Price
     by  a fraction, (i) the numerator of which shall be the  sum
     of  (x) the number of Warrant Securities outstanding at  the
     close of business on the date immediately preceding the date
     of  such  sale and issuance plus (y) the number  of  Warrant
     Securities  which the aggregate amount of cash  received  or
     receivable for such sale and issuance would purchase at such
     current  Market  Price per Warrant Security,  and  (ii)  the
     denominator  of which shall be the total number  of  Warrant
     Securities  outstanding  immediately  after  such  sale  and
     issuance.   Such  adjustment  shall  be  made   successively
     whenever such an issuance is made.

          (b)  In case R&B Falcon shall pay or make a dividend or
     other  distribution on any class of stock of R&B  Falcon  in
     Warrant   Securities  or  securities  convertible  into   or
     exchangeable  for  Warrant Securities (such  convertible  or
     exchangeable  stock  or securities being hereinafter  called
     "Convertible Securities"), other than Convertible Securities
     which  require  payments of cash to be made  by  the  holder
     thereof  in connection with any conversion into or  exchange
     for  Warrant Securities, the Warrant Price in effect at  the
     close of business on the day fixed for the determination  of
     shareholders  entitled  to receive such  dividend  or  other
     distribution  shall be reduced by multiplying  such  Warrant
     Price  by  a  fraction of which the numerator shall  be  the
     number  of  Warrant Securities outstanding at the  close  of
     business  on the date immediately preceding the  date  fixed
     for  such determination and the denominator shall be the sum
     of such number of Warrant Securities and the total number of
     Warrant  Securities  constituting  such  dividend  or  other
     distribution  or  the maximum number of  Warrant  Securities
     issuable  upon  conversion or exchange  of  all  Convertible
     Securities constituting such dividend or other distribution.

          (c)   In  case  at  any  time R&B  Falcon  shall  grant
     (whether  directly or otherwise) any rights (other than  the
     Warrants and "poison pill" rights distributed pursuant to  a
     stockholders' rights plan) to subscribe for or to  purchase,
     or  any  options for the purchase of, Warrant Securities  or
     Convertible  Securities,  whether  or  not  such  rights  or
     options  or  the  right  to convert  or  exchange  any  such
     Convertible Securities are immediately exercisable, and  the
     price per Warrant Security for which Warrant Securities  are
     issuable upon the exercise of such rights or options or upon
     conversion   or  exchange  of  such  Convertible  Securities
     (determined  by  dividing  (x) the  total  amount,  if  any,
     received  or  receivable by R&B Falcon as consideration  for
     the  granting  of such rights or options, plus  the  minimum
     aggregate amount of additional consideration payable to  R&B
     Falcon upon the exercise of all such rights or options,  or,
     in  the  case  of  such rights or options  which  relate  to
     Convertible  Securities, the total amount, if any,  received
     or  receivable  by  R&B  Falcon  as  consideration  for  the
     granting  of  such  rights  or  options,  plus  the  minimum
     aggregate  amount  of  additional  consideration,  if   any,
     payable  upon  the  issuance or  sale  of  such  Convertible
     Securities  and upon the conversion or exchange thereof,  by
     (y)  the total maximum number of Warrant Securities issuable
     upon  the  exercise of such rights or options  or  upon  the
     conversion  or  exchange of all such Convertible  Securities
     issuable upon the exercise of such rights or options)  shall
     be  less  than the Market Price, determined as of  the  date
     immediately  preceding the date of granting such  rights  or
     options,  the  Warrant  Price in  effect  at  the  close  of
     business  on  the  date immediately preceding  the  date  of
     granting  such  rights  or  options  shall  be  adjusted  by
     multiplying  such  Warrant Price  by  a  fraction,  (i)  the
     numerator  of  which shall be the sum of (x) the  number  of
     Warrant  Securities outstanding at the close of business  on
     the  date  immediately preceding the date of  granting  such
     rights or options plus (y) the quotient obtained by dividing
     the product of the price per Warrant Security, determined as
     set   forth  above,  and  the  maximum  number  of   Warrant
     Securities  issuable upon the exercise  of  such  rights  or
     options  or  upon  the conversion or exchange  of  all  such
     Convertible  Securities issuable upon the exercise  of  such
     rights  or  options  by  the  Market  Price  and  (ii)   the
     denominator  of  which shall be the sum  of  the  number  of
     Warrant  Securities outstanding at the close of business  on
     the  date  immediately preceding the date of  granting  such
     rights   or  options  and  the  maximum  number  of  Warrant
     Securities  issuable upon the exercise  of  such  rights  or
     options  or  upon  the conversion or exchange  of  all  such
     Convertible  Securities issuable upon the exercise  of  such
     rights  or  options. Except as provided in this subparagraph
     (c),  no  further adjustments of the Warrant Price shall  be
     made upon the issuance of such Warrant Securities or of such
     Convertible  Securities  upon exercise  of  such  rights  or
     options   or  upon  the  actual  issuance  of  such  Warrant
     Securities  upon conversion or exchange of such  Convertible
     Securities.

          (d)   In  case R&B Falcon shall issue (whether directly
     or  by  assumption  in a merger or otherwise)  or  sell  any
     Convertible  Securities,  whether  or  not  the  rights   to
     exchange  or convert thereunder are immediately exercisable,
     and  the  price  per  Warrant  Security  for  which  Warrant
     Securities  are  issuable upon such conversion  or  exchange
     (determined  by  dividing (x) the total amount  received  or
     receivable by R&B Falcon as consideration for the  issue  or
     sale  of  such  Convertible  Securities,  plus  the  minimum
     aggregate  amount  of  additional  consideration,  if   any,
     payable  to  R&B  Falcon  upon the  conversion  or  exchange
     thereof,  by  (y)  the  total  maximum  number  of   Warrant
     Securities issuable upon the conversion or exchange  of  all
     such  Convertible Securities) shall be less than the  Market
     Price,  determined as of the date immediately preceding  the
     date   of   such  issuance  or  sale  of  such   Convertible
     Securities, then the Warrant Price in effect at the close of
     business  on  the  date immediately preceding  the  date  of
     issuance  or  sale of such Convertible Securities  shall  be
     adjusted  by  multiplying such Warrant Price by a  fraction,
     (i)  the  numerator of which shall be the  sum  of  (x)  the
     number  of  Warrant Securities outstanding at the  close  of
     business  on  the  date immediately preceding  the  date  of
     issuance or sale of such Convertible Securities plus (y) the
     quotient  obtained by dividing the product of the price  per
     Warrant  Security, determined as set forth  above,  and  the
     maximum   number   of  Warrant  Securities   issuable   upon
     conversion or exchange of all such Convertible Securities by
     the Market Price and (ii) the denominator of which shall  be
     the  sum of the number of Warrant Securities outstanding  at
     the  close of business on the date immediately preceding the
     date of issuance or sale of such Convertible Securities  and
     such  maximum  number  of Warrant Securities  issuable  upon
     conversion or exchange, provided that (1) except as provided
     in  subparagraph (e), no further adjustments of the  Warrant
     Price shall be made upon the actual issuance of such Warrant
     Securities  upon conversion or exchange of such  Convertible
     Securities,  and (2) if any such issuance or  sale  of  such
     Convertible Securities is made upon exercise of  any  rights
     to  subscribe for or to purchase or any option  to  purchase
     any such Convertible Securities for which adjustments of the
     Warrant  Price  have  been or are to  be  made  pursuant  to
     subparagraph   (c)   or  the  other   provisions   of   this
     subparagraph  (d),  no further adjustments  of  the  Warrant
     Price shall be made by reason of such issuance or sale.

          (e)   If  (x)  the purchase price provided for  in  any
     rights  or options referred to in subparagraph (c),  or  (y)
     the  additional  consideration, if  any,  payable  upon  the
     conversion   or  exchange  of  any  Convertible   Securities
     referred to in subparagraphs (c) and/or (d), or (z) the rate
     at   which  any  Convertible  Securities  referred   to   in
     subparagraphs  (c)  and/or  (d)  are  convertible  into   or
     exchangeable for Warrant Securities shall change (other than
     under   or  by  reason  of  provisions  contained   in   the
     instruments  governing such rights, options  or  Convertible
     Securities  that are designed to protect against  dilution),
     the  Warrant Price in effect at the close of business on the
     date  of  such  event  shall forthwith be  adjusted  to  the
     Warrant  Price which would have been in effect at such  time
     had  such  rights,  options or Convertible Securities  still
     outstanding  provided  for  such  changed  purchase   price,
     additional consideration or conversion rate, as the case may
     be,  at  the time initially granted, issued or sold. On  the
     expiration of any such option or right or the termination of
     any  such  right  to  convert or exchange  such  Convertible
     Securities,  the  Warrant Price in effect at  the  close  of
     business  on the date of expiration or termination shall  be
     readjusted  to the Warrant Price which would  have  been  in
     effect  at  such time had such right, option or  Convertible
     Securities, to the extent outstanding immediately  prior  to
     the  date  of  such  expiration or termination,  never  been
     granted, issued or sold.

          (f)    In  case  R&B  Falcon  shall,  by  dividend   or
     otherwise, declare a dividend or other distribution  on  its
     Warrant  Securities payable in evidences of its indebtedness
     or  assets  (including  securities, but  excluding  (i)  any
     rights  or options referred to in subparagraph (c)  of  this
     Section, (ii) any dividend or distribution paid in cash  out
     of  consolidated  retained earnings or  consolidated  earned
     surplus,  determined in accordance with  generally  accepted
     accounting  principles, including the making of  appropriate
     deductions  for minority interests, if any, in subsidiaries,
     and  (iii)  any dividend or distribution otherwise  paid  in
     Warrant  Securities or Convertible Securities), the  Warrant
     Price  in effect at the close of business on the date  fixed
     for  the  determination of shareholders entitled to  receive
     such  dividend  or other distribution shall be  adjusted  so
     that   the   same  shall  equal  the  price  determined   by
     multiplying  the  Warrant Price in effect at  the  close  of
     business  on  the  date  fixed  for  the  determination   of
     shareholders  entitled  to receive such  dividend  or  other
     distribution by a fraction of which the numerator  shall  be
     the  current Market Price per Warrant Security on  the  date
     fixed for such determination less the then fair market value
     (as   determined   by   the  board   of   directors,   whose
     determination shall be conclusive and described in  a  Board
     Resolution  filed with the Warrant Agent) of the portion  of
     the  assets  or  evidences  of indebtedness  so  distributed
     applicable  to one share and of which the denominator  shall
     be such current Market Price per share.

          (g)  In case R&B Falcon shall at any time subdivide its
     outstanding  Warrant  Securities into a  greater  number  of
     Warrant  Securities, the Warrant Price in effect immediately
     prior  to such subdivision shall be proportionately reduced,
     and  conversely, in case the outstanding Warrant  Securities
     shall   be  combined  into  a  smaller  number  of   Warrant
     Securities, the Warrant Price in effect immediately prior to
     such  combination shall be proportionately  increased,  such
     reduction  or  increase,  as the  case  may  be,  to  become
     effective  immediately upon the opening of business  on  the
     day  following  the  day  upon  which  such  subdivision  or
     combination becomes effective.

          (h)   In case of any consolidation of R&B Falcon  with,
     or merger of R&B Falcon into, any other corporation or other
     entity,  or in case of any merger of another corporation  or
     other entity into R&B Falcon (other than a merger which does
     not result in any reclassification, conversion, exchange  or
     cancellation of outstanding Warrant Securities), or in  case
     of  any sale or transfer of all or substantially all of  the
     assets   of  R&B  Falcon,  or  in  the  case  of  a  capital
     reorganization or recapitalization of the capital  stock  of
     R&B  Falcon in such a way that holders of Warrant Securities
     shall  be  able to receive securities, cash or  assets  with
     respect  to or in exchange for such Warrant Securities  from
     the corporation or other entity formed by such consolidation
     or resulting from such merger or which acquires such assets,
     as  the  case may be, or from R&B Falcon, in the case  of  a
     capital  reorganization or recapitalization not involving  a
     consolidation,  merger  or  sale  or  transfer  of  all   or
     substantially  all  of  the  assets  of  R&B  Falcon,   such
     corporation or other entity or R&B Falcon, as the  case  may
     be,  and  the  Warrant Agent shall execute  and  deliver  an
     amendment  to  this Agreement providing that the  holder  of
     each   Warrant  then  outstanding  shall  have   the   right
     thereafter,  during  the  period  such  Warrant   shall   be
     exercisable, to exercise such Warrant only for the kind  and
     amount  of  securities, cash and other  property  receivable
     upon  such  consolidation, merger, sale,  transfer,  capital
     reorganization or recapitalization by a holder of the number
     of Warrant Securities for which such Warrant might have been
     exercised   on   the   date  immediately   prior   to   such
     consolidation,     merger,    sale,    transfer,     capital
     reorganization or recapitalization, assuming such holder  of
     Warrant   Securities  failed  to  exercise  his  rights   of
     election,  if  any, as to the kind or amount of  securities,
     cash  and other property receivable upon such consolidation,
     merger,   sale,   transfer,   capital   reorganization    or
     recapitalization  (provided that if the kind  or  amount  of
     securities,  cash  and other property receivable  upon  such
     consolidation,     merger,    sale,    transfer,     capital
     reorganization or recapitalization is not the same for  each
     Warrant Security in respect of which such rights of election
     shall  not  have  been exercised (the "Non-electing  Warrant
     Securities"),  then,  for the purpose of  this  subparagraph
     (h),  the  kind  and amount of securities,  cash  and  other
     property  receivable upon such consolidation, merger,  sale,
     transfer, capital reorganization or recapitalization by each
     Non-  electing Warrant Security shall be deemed  to  be  the
     kind  and  amount so receivable per Warrant  Security  by  a
     plurality of the Non-electing Warrant Securities).

          Such amendment shall provide for adjustments which, for
     events  subsequent to the effective date of such  amendment,
     shall be as nearly  equivalent as may be practicable to  the
     adjustments  provided  for in  this  Article  V.  The  above
     provisions  of  this  paragraph  shall  similarly  apply  to
     successive   consolidations,  mergers,   sales,   transfers,
     capital  reorganizations or recapitalization.

          R&B  Falcon  shall  not effect any such  consolidation,
     merger,  sale or transfer, unless prior to or simultaneously
     with the consummation thereof the successor corporation  (if
     other than R&B Falcon) resulting from such consolidation  or
     merger  or the corporation purchasing or otherwise acquiring
     such assets or other appropriate corporation or entity shall
     assume, by written instrument executed and delivered to  the
     Warrant  Agent, the obligation to deliver to the  holder  of
     each  Warrant  such  shares of stock,  securities,  cash  or
     assets as, in accordance with the foregoing provisions, such
     holders may be entitled to receive and the other obligations
     under this Agreement.

          (i)   In case an adjustment in the Warrant Price  shall
     be  required  by Section 5.1 (a), (b), (c), (d)  and/or  (f)
     above, the required adjustment shall become effective at the
     opening  of  business  on (i) the Business  Day  immediately
     following   the   date  fixed  for  the   determination   of
     shareholders of R&B Falcon entitled to receive such dividend
     or  distribution, in the case of any adjustment pursuant  to
     Section  12(b) or (f), or (ii) the Business Day  immediately
     following the date of such sale and issuance or the date  of
     such grating of such rights or options, as the case may  be,
     in  the  case of an adjustment pursuant to section 5.1  (a),
     (c) or (d).

          (j)   For the purposes of this Article V the number  of
     Warrant  Securities outstanding at any given time shall  not
     include  Warrant  Securities owned or held  by  or  for  the
     account  of  R&B Falcon or of any of its wholly or  majority
     owned subsidiaries.

          (k)  Upon each adjustment of the Warrant Price pursuant
     to this Section 5.1, each Warrant outstanding at the time of
     and  immediately  prior to such adjustment  shall  give  the
     holder  thereof the right to purchase, at the Warrant  Price
     resulting  from  such  adjustment,  the  number  of  Warrant
     Securities  obtained  by multiplying the  Warrant  Price  in
     effect immediately prior to such adjustment by the number of
     Warrant  Securities issuable upon exercise of  such  Warrant
     immediately  prior  to  such  adjustment  and  dividing  the
     product  thereof  by the Warrant Price resulting  from  such
     adjustment.

          (l)   No  adjustment  in  the Warrant  Price  shall  be
     required unless such adjustment would require an increase or
     decrease  of  at  least one percent in such  Warrant  Price;
     provided,  however,  that any one or more  such  adjustments
     which, by reason of this subparagraph (l) is not required to
     be  made shall be carried forward on a cumulative basis  and
     fully  taken into account in any subsequent adjustment.  All
     calculations  under this Section 5.1 shall be  made  to  the
     nearest cent or to the nearest 1/100 of a Warranty Security,
     as  the  case  may be. The provisions of this Section  12(l)
     shall   also   apply  to  readjustments  provided   for   in
     subparagraph (e).

          (m)   R&B  Falcon  shall  be  obligated  to  issue  any
     additional  Warrant  Securities which become  issuable  upon
     exercise  of Warrants as a result of any event described  in
     this Section 5.1 which requires an adjustment in the Warrant
     Price  and  the  number of Warrant Securities issuable  upon
     exercise of the Warrants.

          (n)   For purposes of this Section 5.1, "Market  Price"
     means the average of the closing prices per Warrant Security
     on  the  New York Stock Exchange or the National Association
     of  Securities  Dealers,  Inc.  Automated  Quotation  System
     ("NASDAQ"),  as  the case may be (or, if there  is  no  such
     closing  price,  the mean between the bid and  asked  prices
     reported  on  NASDAQ,  or on any other  national  securities
     exchange or over-the-counter market on which such quotations
     are regularly available, as the case may be), on each of the
     ten  trading days immediately preceding the date as of which
     the  determination of Market Price is to be made. If at  any
     time  the  Warrant Securities are not listed on any national
     securities   exchange  or  quoted  in  the  over-the-counter
     market,  the  Market Price shall be deemed to  be  the  fair
     value  thereof  determined in good faith by  an  independent
     brokerage firm or Standard & Poor's Corp. as of a date which
     is  within 15 days of the date as of which the determination
     of Market Price is to be made.

          (o)   If R&B Falcon shall take any action affecting the
     Warrant  Securities,  other than action  described  in  this
     Section  5.1, which in the opinion of the Board of Directors
     of R&B Falcon would materially adversely affect the exercise
     rights of the holders of the Warrants, the Warrant Price for
     the  Warrants  may be adjusted, to the extent  permitted  by
     law, in such manner, if any, and at such time, as such Board
     of  Directors may determine in good faith to be equitable in
     the  circumstances. Failure of the Board of Directors of R&B
     Falcon  to  provide  for any such adjustment  prior  to  the
     effective  date  of any such action by R&B Falcon  affecting
     the  Warrant Securities shall be evidence that the Board  of
     Directors  of R&B Falcon has determined that it is equitable
     to make no adjustments in the circumstances.

     Section 5.2. Voluntary Adjustment by R&B Falcon. R&B  Falcon
may  at  its option, at any time during the term of the Warrants,
reduce  the  then  current Warrant Price  to  any  amount  deemed
appropriate  by  the Board of Directors of R&B Falcon;  provided,
that,  if R&B Falcon elects so to reduce the then current Warrant
Price,  such  reduction shall remain in effect for  at  least  20
Business  Days, after which time R&B Falcon may, at  its  option,
reinstate the Warrant Price in effect prior to such reduction.

     Section  5.3.  Notice  of Adjustment. Whenever  the  Warrant
Price is adjusted as herein provided, the Chief Financial Officer
of  R&B  Falcon  shall  compute the  adjusted  Warrant  Price  in
accordance  with  the foregoing provisions and  shall  prepare  a
certificate setting forth such adjusted Warrant Price and showing
in  reasonable  detail the facts upon which  such  adjustment  is
based.  A  copy of such certificate shall be filed promptly  with
the  Warrant  Agent. Promptly after delivery of such certificate,
R&B  Falcon  shall  prepare a notice of such  adjustment  of  the
Warrant  Price setting forth the adjusted Warrant Price  and  the
date  on which such adjustment becomes effective and shall  mail,
or  cause the Warrant Agent to mail at R&B Falcon's expense, such
notice of such adjustment of the Warrant Price to each holder  of
a Warrant at his last address as shown on the Warrant Register.

     Section 5.4. No Adjustment for Dividends. Except as provided
in  Section 5.1 hereof, no adjustment in respect of any dividends
or  other payments or distributions made to holders of securities
issuable upon exercise of Warrants shall be made during the  term
of a Warrant or upon the exercise of a Warrant.

     Section 5.5. Statement on Warrants Certificate. Irrespective
of   any   adjustments  in  the  number  or  kind  of  securities
purchasable  upon  the exercise of the Warrants  or  the  Warrant
Securities,  any  Warrant Certificate theretofore  or  thereafter
issued may continue to express the same price and number and kind
of  shares  as  are  stated in the Warrant Certificate  initially
issuable pursuant to this Agreement.

     Section  5.6.  Warrant  Agent's Adjustment  Disclaimer.  The
Warrant  Agent has no duty to determine when an adjustment  under
this  Article V should be made, how it should be made or what  it
should  be.  The Warrant Agent shall not be accountable  for  and
makes  no  representation  as to the validity  or  value  of  any
securities  or  assets  issued upon  exercise  of  Warrants.  The
Warrant  Agent shall not be responsible for R&B Falcon's  failure
to comply with this Article V.

                           ARTICLE VI
                  Concerning the Warrant Agent

     Section  6.1.  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 6.2. 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)   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)   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)    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)   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)  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.

          (f)   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)   The  Warrant Agent shall have no  liability  with
     respect  to any invalidity of this Agreement or any  of  the
     Warrant Certificates.

          (h)  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)   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.

          (j)   The Warrant Agent is hereby authorized to  obtain
     from  time to time from the present transfer agent  for  the
     Warrant Securities (the "Transfer Agent"), and any successor
     Transfer   Agent,  stock  certificates  required  to   honor
     outstanding  Warrants.  R&B  Falcon  hereby  authorizes  its
     present and any successor Transfer Agent to comply with  all
     such  requests.  R&B Falcon will supply such Transfer  Agent
     with  duly executed stock certificates for such purpose  and
     will provide or otherwise make available any cash which  may
     be  payable  as  provided in Section  2.3  hereof,  and  the
     Warrant  Agent  shall not be responsible for  any  delay  or
     failure  by  such  Transfer Agent in  supplying  such  stock
     certificates.

     Section 6.3.      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  6.3(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 VII
                          Miscellaneous

     Section 7.1. 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  7.2. 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 7.3. 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, 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  7.4.  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 7.5. 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 7.6. 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  7.7. 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  7.8.  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  7.9. 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  7.10.  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 [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 _________, and] on or before 5 p.m.  New
York  time  on  _________,  [Title of  Warrant  Securities]  (the
"Warrant  Securities"), of R&B Falcon Corporation ("R&B Falcon"),
on the following basis: [on _________, the exercise price of each
Warrant is [$]; during the period from _____________, through and
including  _______________, the exercise price  of  each  Warrant
will  be  [$]  ________]. 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.  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. R&B Falcon will not
be required to issue fractional shares of Warrant Securities upon
exercise  of  the Warrants or distribute stock certificates  that
evidence  fractional  shares of Warrant Securities.  In  lieu  of
fractional Warrant Securities, there shall be paid by R&B  Falcon
to  the registered holder of this Warrant Certificate at the time
such  Warrant Certificate is exercised an amount in cash  payable
by  company check equal to the closing sales price of the Warrant
Securities  on the New York Stock Exchange (or if not so  listed,
another equivalent means reasonably determined by R&B Falcon)  on
the   business  day  immediately  preceding  the  exercise  date,
multiplied by such fraction.

     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 and the form of Warrant Securities are  on
file  at the above-mentioned office of the Warrant Agent [and  at
].

     [If   Offered  Securities  with  Warrants  which   are   not
immediately  detachable  -  Prior  to  ___________  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 transferred  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 terms 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  dividends,
vote,  receive notice of any meeting of stockholders or otherwise
have any right as a stockholder of R&B Falcon.

     This  Warrant Certificate shall not be valid 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
_______________  [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 [$]______________
[if  applicable -- insert relevant amounts in applicable  foreign
currency, currency unit or composite currency] 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  the  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:

__________________________________