EXHIBIT 4.8

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                     R&B FALCON CORPORATION

                              and

              __________________________________,
                         As Depositary

                              and

                 HOLDERS OF DEPOSITARY RECEIPTS

                ________________________________

                       DEPOSIT AGREEMENT

              Dated as of ______________, _______


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                       TABLE OF CONTENTS

ARTICLE 1  DEFINITIONS                                          1

ARTICLE 2  FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND
     DELIVERY, TRANSFER, SURRENDER, REDEMPTION AND CONVERSION
     OF RECEIPTS                                                3
     SECTION 2.1  Form and Transfer of Receipts                 3
     SECTION 2.2  Deposit of Stock; Execution and Delivery of
                  Receipts in Respect Thereof                   3
     SECTION 2.3  Redemption and Conversion of Stock            4
     SECTION 2.4  Register of Transfer of Receipts              7
     SECTION 2.5  Combination and Split-ups of Receipts         7
     SECTION 2.6  Surrender of Receipts and Withdrawal of Stock 7
     SECTION 2.7  Limitations on Execution and Delivery,
                  Transfer, Split-up, Combination, Surrender
                  and Exchange of Receipts and Withdrawal or
                  Deposit of Stock                              8
     SECTION 2.8  Lost Receipts, etc                            8
     SECTION 2.9  Cancellation and Destruction of Surrendered
                  Receipts                                      9

ARTICLE 3  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND
     R&B FALCON                                                 9
     SECTION 3.1  Filing Proofs, Certificates and Other
                  Information                                   9
     SECTION 3.2  Payment of Taxes or Other Governmental
                  Charges                                       9
     SECTION 3.3  Withholding                                  10
     SECTION 3.4  Representations and Warranties as to Stock   10

ARTICLE 4  THE STOCK, NOTICES                                  10
     SECTION 4.1  Cash Distributions                           10
     SECTION 4.2  Distributions Other Than Cash                10
     SECTION 4.3  Subscription Rights, Preferences or
                  Privileges                                   11
     SECTION 4.4  Notice of Dividends, Fixing of Record Date
                  for Holders of Receipts                      11
     SECTION 4.5  Voting Rights                                12
     SECTION 4.6  Changes Affecting Stock and
                  Reclassifications, Recapitalizations, etc    12
     SECTION 4.7  Reports                                      12
     SECTION 4.8  Lists of Receipt Holders                     13

ARTICLE 5  THE  DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR
     AND R&B FALCON                                            13
     SECTION 5.1  Maintenance of Offices, Agencies, Transfer
                  Books by the Depositary; the Registrar       13
     SECTION 5.2  Prevention or Delay in Performance by the
                  Depositary, the Depositary=s Agents, the
                  Registrar or R&B Falcon                      13
     SECTION 5.3  Obligations of the Depositary, the Depositary's
                  Agents, the Registrar and R&B Falcon         14
     SECTION 5.4  Resignation and Removal of the Depositary,
                  Appointment of Successor Depositary          15
     SECTION 5.5  Corporate Notices and Reports                16
     SECTION 5.6  Deposit of Stock by R&B Falcon               16
     SECTION 5.7  Indemnification by R&B Falcon                16
     SECTION 5.8  Fees, Charges and Expenses                   16

ARTICLE 6  AMENDMENT AND TERMINATION                           17
     SECTION 6.1  Amendment                                    17
     SECTION 6.2  Termination                                  17

ARTICLE 7  MISCELLANEOUS                                       18
     SECTION 7.1  Counterparts                                 18
     SECTION 7.2  Exclusive Benefits of Parties                18
     SECTION 7.3  Invalidity of Provisions                     18
     SECTION 7.4  Notices                                      18
     SECTION 7.5  Depositary's Agents                          19
     SECTION 7.6  Holders of Receipts Are Parties              19
     SECTION 7.7  Law                                          19
     SECTION 7.8  Headings                                     19

EXHIBIT A                                                   A - 1


                       DEPOSIT AGREEMENT

     THIS  DEPOSIT  AGREEMENT, dated as of ____________,  ______,
among  R&B  Falcon  Corporation,  a  Delaware  corporation  ("R&B
Falcon"),   __________________________,   a   ________    banking
corporation, as Depositary, and all holders from time to time  of
Receipts issued hereunder.

                      W I T N E S S E T H:

     WHEREAS,  R&B  Falcon desires to provide as hereinafter  set
forth  in  this Deposit Agreement, for the deposit of  shares  of
Stock with the Depositary, as agent for the beneficial owners  of
the  Stock, for the purposes set forth in this Deposit  Agreement
and  for  the  issuance  hereunder  of  the  Receipts  evidencing
Depositary  Shares  representing an  interest  in  the  Stock  so
deposited; and

     WHEREAS,  the Receipts are to be substantially in  the  form
annexed  as Exhibit A to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter  provided
in this Deposit Agreement.

     NOW,  THEREFORE, in consideration of the premises  contained
herein, it is agreed by and among the parties hereto as follows:


                           ARTICLE 1
                          DEFINITIONS

     The  following  definitions shall apply  to  the  respective
terms  (in the singular and plural forms of such terms)  used  in
this Deposit Agreement and the Receipts:

     "Certificate  of Incorporation" shall mean the  Amended  and
Restated  Certificate of Incorporation, as amended  and  restated
from time to time, of R&B Falcon.

     "Certificate  of Designation" shall mean the Certificate  of
Designations   establishing  and  setting   forth   the   rights,
preferences, privileges and limitations of the Stock.

     "Common  Stock"  shall mean R&B Falcon's Common  Stock,  par
value $.01 per share.

     "Corporate  Office" shall mean the office of the  Depositary
in  ______________________ at which at any  particular  time  its
business in respect of matters governed by this Deposit Agreement
shall  be  administered,  which  at  the  date  of  this  Deposit
Agreement is located at ______________________.

     "Deposit  Agreement" shall mean this agreement, as the  same
may be amended, modified or supplemented from time to time.

     "Depositary" shall mean _____________________, as Depositary
hereunder, and any successor as Depositary hereunder.

     "Depositary  Share" shall mean the rights evidenced  by  the
Receipts   executed  and  delivered  hereunder,   including   the
interests in Stock granted to holders of Receipts pursuant to the
terms  and  conditions of the Deposit Agreement. Each  Depositary
Share  shall represent an interest in one-__________th of a share
of  Stock  deposited with the Depositary hereunder and  the  same
proportionate interest in any and all other property received  by
the  Depositary in respect of such share of Stock and held  under
this  Deposit  Agreement. Subject to the terms  of  this  Deposit
Agreement,   each  record  holder  of  a  Receipt  evidencing   a
Depositary Share or Shares is entitled, proportionately,  to  all
the  rights,  preferences and privileges of the Stock represented
by  such  Depositary  Share or Shares,  including  the  dividend,
voting  and  liquidation rights contained in the  Certificate  of
Designation, and to the benefits of all obligations and duties of
R&B  Falcon  in  respect of the Stock under  the  Certificate  of
Designation and the Certificate of Incorporation.

     "Depositary's  Agent" shall mean an agent appointed  by  the
Depositary  as  provided,  and for  the  purposes  specified,  in
Section 7.5.

     "New York Office" shall mean the facility maintained by  the
Depositary in the Borough of Manhattan, The City of New York  for
accepting,   executing   and  delivering   Receipts   and   other
instruments prior to processing such instruments at the Corporate
Office,  which facility at the date of this Deposit Agreement  is
located at ____________.

     "Receipt"  shall  mean  a Depositary  Receipt  executed  and
delivered  hereunder,  in substantially the  form  of  Exhibit  A
hereto, evidencing a Depositary Share or Shares, as the same  may
be  amended  from time to time in accordance with the  provisions
hereof.

     "Record  holder" or "holder" as applied to a  Receipt  shall
mean  the  person  in whose name a Receipt is registered  on  the
books  maintained  by  or on behalf of the  Depositary  for  such
purpose.

     "Registrar"  shall mean any bank or trust company  appointed
to  register  ownership  and  transfers  of  Receipts  as  herein
provided.

     "Securities Act" shall mean the Securities Act of  1933,  as
amended.

     "Stock"  shall  mean shares of R&B Falcon's  _______________
Preferred Stock, $.01 par value per share.


                           ARTICLE 2
         FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION
               AND DELIVERY, TRANSFER, SURRENDER,
             REDEMPTION AND CONVERSION OF RECEIPTS

     SECTION 2.1    Form and Transfer of Receipts. Receipts shall
be engraved or printed or lithographed and shall be substantially
in  the  form  set  forth in Exhibit A annexed  to  this  Deposit
Agreement,   with   appropriate  insertions,  modifications   and
omissions, as hereinafter provided. Receipts shall be executed by
the  Depositary  by  the manual signature of  a  duly  authorized
signatory  of  the  Depositary;  provided,  however,  that   such
signature  may  be  a facsimile if a Registrar  (other  than  the
Depositary)  shall  have  countersigned the  Receipts  by  manual
signature  of  a duly authorized signatory of the  Registrar.  No
Receipt  shall  be  entitled to any benefits under  this  Deposit
Agreement  or  be valid or obligatory for any purpose  unless  it
shall  have been executed as provided in the preceding  sentence.
The Depositary shall record on its books each Receipt executed as
provided  above  and delivered as hereinafter provided.  Receipts
bearing the facsimile signature of anyone who was at any  time  a
duly  authorized  officer  of  the  Depositary  shall  bind   the
Depositary, notwithstanding that such officer has ceased to  hold
such office prior to the delivery of such Receipts.

     Receipts  may  be issued in denominations of any  number  of
whole Depositary Shares. All Receipts shall be dated the date  of
their execution.

     Receipts  may be endorsed with or have incorporated  in  the
text thereof such legends or recitals or changes not inconsistent
with  the provisions of this Deposit Agreement as may be required
by  the Depositary or required to comply with any applicable  law
or regulation or with the rules and regulations of any securities
exchange  upon  which the Stock or the Depositary Shares  may  be
listed or to conform with any usage with respect thereto,  or  to
indicate  any  special limitations or restrictions to  which  any
particular Receipts are subject by reason of the date of issuance
of the Stock or otherwise.

     Title to any Receipt (and to the Depositary Shares evidenced
by  such Receipt) that is properly endorsed or accompanied  by  a
properly executed instrument of transfer shall be transferable by
delivery  with  the same effect as in the case  of  a  negotiable
instrument;   provided,  however,  that   the   Depositary   may,
notwithstanding  any  notice to the contrary,  treat  the  record
holder thereof at such time as the absolute owner thereof for the
purpose  of  determining the person entitled to distributions  of
dividends or other distributions or to any notice provided for in
this Deposit Agreement and for all other purposes.

     SECTION  2.2    Deposit of Stock; Execution and Delivery  of
Receipts  in Respect Thereof. Subject to the terms and conditions
of  this Deposit Agreement, R&B Falcon or any holder of Stock may
deposit  such Stock under this Deposit Agreement by  delivery  to
the Depositary of a certificate or certificates for the Stock  to
be  deposited, properly endorsed or accompanied, if  required  by
the Depositary, by a properly executed instrument of transfer  in
form  satisfactory to the Depositary, together with (i) all  such
certifications as may be required by the Depositary in accordance
with  the provisions of this Deposit Agreement and (ii) a written
order of R&B Falcon or such holder, as the case may be, directing
the  Depositary  to execute and deliver to or  upon  the  written
order of the person or persons stated in such order a Receipt  or
Receipts  for  the number of Depositary Shares representing  such
deposited Stock.

     Upon   receipt  by  the  Depositary  of  a  certificate   or
certificates  for Stock to be deposited hereunder, together  with
the  other  documents specified above, the Depositary  shall,  as
soon  as  transfer and registration can be accomplished,  present
such  certificate or certificates to the registrar  and  transfer
agent  of the Stock for transfer and registration in the name  of
the Depositary or its nominee of the Stock being deposited.

     Deposited  Stock  shall  be held by  the  Depositary  in  an
account  to  be  established by the Depositary at  the  Corporate
Office.

     Upon   receipt  by  the  Depositary  of  a  certificate   or
certificates  for Stock to be deposited hereunder, together  with
the  other documents specified above, the Depositary, subject  to
the terms and conditions of this Deposit Agreement, shall execute
and  deliver, to or upon the order of the person or persons named
in  the written order delivered to the Depositary referred to  in
the  first  paragraph of this Section 2.2, a Receipt or  Receipts
for  the number of whole Depositary Shares representing the Stock
so  deposited  and registered in such name or  names  as  may  be
requested by such person or persons. The Depositary shall execute
and  deliver  such  Receipt or Receipts at the New  York  Office,
except  that,  at  the request, risk and expense  of  any  person
requesting such delivery and for the account of such person, such
delivery may be made at such other place as may be designated  by
such  person.  In  each case, delivery will  be  made  only  upon
payment  by such person to the Depositary of all taxes and  other
governmental charges and any fees payable in connection with such
deposit and the transfer of the deposited Stock.

     R&B Falcon shall deliver to the Depositary from time to time
such  quantities  of Receipts as the Depositary  may  request  to
enable  the  Depositary  to perform its  obligations  under  this
Deposit Agreement.

     SECTION  2.3    Redemption and Conversion of Stock. Whenever
R&B Falcon shall elect to redeem or be required to convert shares
of  Stock  into  shares of Common Stock or  other  securities  in
accordance with the Certificate of Designation, it shall  (unless
otherwise  agreed  in  writing  with  the  Depositary)  give  the
Depositary  in  its  capacity as Depositary not  less  than  five
business  days' prior notice of the proposed date of the  mailing
of  a  notice  of  redemption  or conversion  of  Stock  and  the
simultaneous  redemption or conversion of the  Depositary  Shares
representing  the Stock to be redeemed or converted  and  of  the
number  of  such  shares of Stock held by the  Depositary  to  be
redeemed or converted. The Depositary shall, as directed  by  R&B
Falcon  in writing, mail, first class postage prepaid, notice  of
the   redemption  or  conversion  of  Stock  and   the   proposed
simultaneous  redemption or conversion of the  Depositary  Shares
representing the Stock to be redeemed or converted, not less than
30  and  not  more  than  60 days prior to  the  date  fixed  for
redemption or conversion of such Stock and Depositary Shares,  to
the  recordholders  of  the  Receipts evidencing  the  Depositary
Shares  to be so redeemed or converted, at the addresses of  such
holders  as  the  same appear on the records of  the  Depositary;
provided,  that if the effectiveness of a Merger or Consolidation
(as   defined  in  the  Certificate  of  Designation)  makes   it
impracticable to provide at least 30 days' notice, the Depositary
shall  provide such notice as soon as practicable prior  to  such
effectiveness.  Any such notice shall also be  published  in  the
same  manner as notices of redemption or conversion of Stock  are
required  to  be  published pursuant  to  Section  _____  of  the
Certificate   of  Designation.  Notwithstanding  the   foregoing,
neither failure to mail or publish any such notice to one or more
such  holders  nor  any  defect in any notice  shall  affect  the
sufficiency of the proceedings for redemption or conversion.  R&B
Falcon  shall provide the Depositary with such notice,  and  each
such  notice shall state: the redemption or conversion date;  the
number of Depositary Shares to be redeemed or converted; if fewer
than  all  the  Depositary Shares held by any holder  are  to  be
redeemed,  the  number of such Depositary  Shares  held  by  such
holder  to  be so redeemed; in the case of a call for redemption,
the  call  price payable upon redemption and, if applicable,  the
___________ (as defined in the Certificate of Designation) to  be
used  to calculate the number of shares of Common Stock or  other
securities  deliverable upon redemption; whether  R&B  Falcon  is
exercising any option to deliver shares of Common Stock or  other
securities in lieu of any cash consideration pursuant to  Section
____ of the Certificate of Designation and the __________________
to  be  used  to  calculate the number of such  shares  or  other
securities;  the  place  or  places  where  Receipts   evidencing
Depositary  Shares  to  be  redeemed  or  converted  are  to   be
surrendered for redemption or conversion; whether R&B  Falcon  is
depositing  with  a  bank  or trust  company  on  or  before  the
redemption  or  conversion date, the shares of  Common  Stock  or
other securities and cash, if any, payable by R&B Falcon and  the
proposed  date of such deposit; the amount of accrued and  unpaid
dividends  payable per share of Stock to be redeemed or converted
to  and including such redemption or conversion date, as the case
may be, and that dividends in respect of the Stock represented by
the  Depositary Shares to be redeemed or converted will cease  to
accrue  on such redemption or conversion date (unless R&B  Falcon
shall  default  in  delivering shares of Common  Stock  or  other
securities  and cash, if any, at the time and place specified  in
such  notice). On the date of any such redemption or  conversion,
the  Depositary  shall surrender the certificate or  certificates
held  by the Depositary evidencing the number of shares of  Stock
to be redeemed or converted in the manner specified in the notice
of  redemption  or  conversion of Stock provided  by  R&B  Falcon
pursuant  to  Section ___ of the Certificate of Designation.  The
Depositary  shall, thereafter, redeem or convert  the  number  of
Depositary  Shares representing such redeemed or converted  Stock
upon  the surrender of Receipts evidencing such Depositary Shares
in  the  manner provided in the notice sent to record holders  of
Receipts; provided, that the Depositary shall have received, upon
surrendering  such certificate or certificates  as  aforesaid,  a
sufficient  number of shares of Common Stock or other  securities
to convert or redeem such number of Depositary Shares (including,
in  the event that R&B Falcon elects pursuant to Section ____  of
the  Certificate of Designation to exercise any option to deliver
shares  of Common Stock or other securities in lieu of  any  cash
consideration  payable on the Effective Date (as defined  in  the
Certificate  of  Designation) of any Merger or  Consolidation,  a
number of shares of Common Stock equal to such cash consideration
(as  determined  in  the manner set forth in the  Certificate  of
Designation)),  plus  any  accrued and unpaid  dividends  payable
with  respect  thereto  to and including the  date  of  any  such
redemption or conversion and any other cash consideration payable
on  the  Effective Date of a Merger or Consolidation (other  than
any   dividends  or  other  cash  consideration  payable  on  the
Effective  Date of a Merger or Consolidation that R&B Falcon  has
elected to pay in shares of Common Stock pursuant to Section_____
of  the  Certificate of Designation) as instructed and calculated
by  R&B Falcon. In case fewer than all the outstanding Depositary
Shares  are to be redeemed, the Depositary Shares to be  redeemed
shall  be selected by the Depositary by lot, on a pro rata  basis
or such other equitable method as shall be approved by R&B Falcon
and the Depositary.

     Notice  having  been mailed by the Depositary as  aforesaid,
from  and  after  the redemption or conversion date  (unless  R&B
Falcon shall have failed to redeem or convert the shares of Stock
to  be  redeemed  or converted by it upon the  surrender  of  the
certificate  or  certificates  therefor  by  the  Depositary   as
described  in  the  preceding paragraph), the  Depositary  Shares
called for redemption or subject to conversion shall be deemed no
longer  to  be  outstanding  and all rights  of  the  holders  of
Receipts  evidencing such Depositary Shares (except the right  to
receive the shares of Common Stock or other securities and  cash,
if  any, payable upon redemption or conversion upon surrender  of
such  Receipts)  shall, to the extent of such Depositary  Shares,
cease  and  terminate.  Upon surrender in  accordance  with  said
notice   of  the  Receipts  evidencing  such  Depositary   Shares
(properly  endorsed or assigned for transfer, if  the  Depositary
shall so require), such Depositary Shares shall be converted into
or  redeemed for shares of Common Stock or other securities at  a
rate  equal  to one-_______th of the number of shares  of  Common
Stock  or  other  securities delivered, and the  holders  thereof
shall be entitled to one-________th of the cash, if any, payable,
in  respect of the shares of Stock pursuant to the Certificate of
Designation. The foregoing shall be subject further to the  terms
and conditions of the Certificate of Designation.

     If  fewer than all of the Depositary Shares evidenced  by  a
Receipt are called for redemption, the Depositary will deliver to
the  holder of such Receipt upon its surrender to the Depositary,
together with the shares of Common Stock or other securities  and
all  accrued and unpaid dividends to and including the date fixed
for redemption payable in respect of the Depositary Shares called
for  redemption,  a new Receipt evidencing the Depositary  Shares
evidenced by such prior Receipt and not called for redemption.

     To  the extent that Depositary Shares are converted into  or
redeemed for shares of Common Stock or other securities  and  all
of  such  shares  of Common Stock or other securities  cannot  be
distributed to the record holders of Receipts converted or called
for  redemption  without creating fractional  interests  in  such
shares, the Depositary may, with the consent of R&B Falcon, adopt
such method as it deems equitable and practicable for the purpose
of  effecting such distribution, including the sale (at public or
private  sale) of such shares of Common Stock or other securities
at  such  place  or places and upon such terms  as  it  may  deem
proper,  and the net proceeds of any such sale shall, subject  to
Section 3.2, be distributed or made available for distribution to
such  record  holders  that  would otherwise  receive  fractional
interests in such shares of Common Stock or other securities.

     The  Depositary shall not be required (a) to issue, transfer
or exchange any Receipts for a period beginning at the opening of
business  15  days  next  preceding any selection  of  Depositary
Shares  and  Stock  to be redeemed and ending  at  the  close  of
business  on  the day of the mailing of notice of  redemption  of
Depositary  Shares  or  (b) to transfer or exchange  for  another
Receipt any Receipt evidencing Depositary Shares called or  being
called  for  redemption,  in whole or  in  part,  or  subject  to
conversion  except as provided in the second preceding  paragraph
of this Section 2.3.

     SECTION 2.4    Register of Transfer of Receipts. Subject  to
the   terms  and  conditions  of  this  Deposit  Agreement,   the
Depositary  shall  register  on  its  books  from  time  to  time
transfers of Receipts upon any surrender thereof at the Corporate
Office,  the  New  York  Office  or  such  other  office  as  the
Depositary  may designate for such purpose, by the record  holder
in  person or by a duly authorized attorney, properly endorsed or
accompanied  by  a  properly  executed  instrument  of  transfer,
together  with evidence of the payment of any transfer  taxes  as
may be required by law. Upon such surrender, the Depositary shall
execute a new Receipt or Receipts and deliver the same to or upon
the  order  of  the person entitled thereto evidencing  the  same
aggregate number of Depositary Shares evidenced by the Receipt or
Receipts surrendered.

     SECTION  2.5    Combination and Split-ups of Receipts.  Upon
surrender  of a Receipt or Receipts at the Corporate Office,  the
New  York  Office  or  such other office as  the  Depositary  may
designate  for the purpose of effecting a split-up or combination
of  Receipts, subject to the terms and conditions of this Deposit
Agreement, the Depositary shall execute and deliver a new Receipt
or  Receipts in the authorized denominations requested evidencing
the  same aggregate number of Depositary Shares evidenced by  the
Receipt  or  Receipts surrendered; provided,  however,  that  the
Depositary  shall not issue any Receipt evidencing  a  fractional
Depositary Share.

     SECTION  2.6     Surrender  of Receipts  and  Withdrawal  of
Stock.  Any holder of a Receipt or Receipts may withdraw  any  or
all  of the Stock (but only in whole shares of Stock) represented
by the Depositary Shares evidenced by such Receipts and all money
and other property, if any, represented by such Depositary Shares
by surrendering such Receipt or Receipts at the Corporate Office,
the New York Office or at such other office as the Depositary may
designate  for  such  withdrawals. After such surrender,  without
unreasonable delay, the Depositary shall deliver to such  holder,
or  to  the  person  or  persons designated  by  such  holder  as
hereinafter provided, the whole number of shares of Stock and all
such  money  and  other  property, if  any,  represented  by  the
Depositary  Shares  evidenced  by  the  Receipt  or  Receipts  so
surrendered for withdrawal, but holders of such whole  shares  of
Preferred  Stock will not thereafter be entitled to deposit  such
Preferred  Stock  hereunder  or  to  receive  Depositary   Shares
thereafter. If the Receipt or Receipts delivered by the holder to
the  Depositary in connection with such withdrawal shall evidence
a  number  of Depositary Shares in excess of the number of  whole
Depositary  Shares  representing the whole number  of  shares  of
Stock to be withdrawn, the Depositary shall at the same time,  in
addition  to such whole number of shares of Stock and such  money
and  other  property, if any, to be withdrawn,  deliver  to  such
holder, or (subject to Section 2.4) upon his order, a new Receipt
or  Receipts  evidencing such excess number of  whole  Depositary
Shares.  Delivery of the Stock and such money and other  property
being withdrawn may be made by the delivery of such certificates,
documents  of  title and other instruments as the Depositary  may
deem appropriate, which, if required by the Depositary, shall  be
properly  endorsed  or  accompanied  by  proper  instruments   of
transfer.  If  the Stock and the money and other  property  being
withdrawn  are to be delivered to a person or persons other  than
the  record  holder of the Receipt or Receipts being  surrendered
for withdrawal of Stock, such holder shall execute and deliver to
the  Depositary  a written order so directing the Depositary  and
the   Depositary  may  require  that  the  Receipt  or   Receipts
surrendered by such holder for withdrawal of such shares of Stock
be  properly  endorsed  in  blank or accompanied  by  a  properly
executed  instrument of transfer in blank and that the  signature
on  such  instrument  of transfer be guaranteed  by  an  eligible
guarantor  institution  (banks, stockbrokers,  savings  and  loan
associations  and credit unions with membership  in  an  approved
signature  guarantee medallion program) pursuant to Rule  17Ad-15
of   the  Securities  Exchange  Act  of  1934,  as  amended.  The
Depositary  shall  deliver the Stock  and  the  money  and  other
property,  if any, represented by the Depositary Shares evidenced
by  Receipts  surrendered  for withdrawal,  without  unreasonable
delay,  at  the  office at which such Receipts were  surrendered,
except  that,  at  the request, risk and expense  of  the  holder
surrendering such Receipt or Receipts and for the account of  the
holder  thereof,  such delivery maybe made, without  unreasonable
delay, at such other place as may be designated by such holder.

     SECTION   2.7     Limitations  on  Execution  and  Delivery,
Transfer,  Split-up,  Combination,  Surrender  and  Exchange   of
Receipts  and  Withdrawal or Deposit of  Stock.  As  a  condition
precedent   to  the  execution  and  delivery,  registration   of
transfer,  split-up, combination, surrender or  exchange  of  any
Receipt,  the  delivery  of  any  distribution  thereon  or   the
withdrawal  or  deposit  of Stock, the  Depositary,  any  of  the
Depositary=s Agents or R&B Falcon may require any or all  of  the
following: (i) payment to it of a sum sufficient for the  payment
(or,  in  the event that the Depositary or R&B Falcon shall  have
made  such payment, the reimbursement to it) of any tax or  other
governmental charge with respect thereto (including any such  tax
or  charge with respect to the Stock being deposited or withdrawn
or  with  respect  to  the Common Stock or  other  securities  or
property   of   R&B  Falcon  being  issued  upon  conversion   or
redemption); (ii) production of proof satisfactory to  it  as  to
the   identity  and  genuineness  of  any  signature;  and  (iii)
compliance  with  such reasonable regulations,  if  any,  as  the
Depositary or R&B Falcon may establish not inconsistent with  the
provisions of this Deposit Agreement. The deposit of Stock may be
refused,   the  delivery  of  Receipts  against  Stock   or   the
registration  of  transfer, split-up, combination,  surrender  or
exchange  of outstanding Receipts and the withdrawal of deposited
Stock may be suspended (i) during any period when the register of
stockholders of R&B Falcon is closed, (ii) if any such action  is
deemed  necessary  or  advisable by the Depositary,  any  of  the
Depositary=s  Agents or R&B Falcon at any time or  from  time  to
time  because  of any requirement of law or of any government  or
governmental body or commission, or under any provision  of  this
Deposit Agreement, or (iii) with the approval of R&B Falcon,  for
any  other  reason.  Without limitation  of  the  foregoing,  the
Depositary  shall  not knowingly accept for  deposit  under  this
Deposit  Agreement any shares of Stock that are  required  to  be
registered   under  the  Securities  Act  unless  a  registration
statement under the Securities Act is in effect as to such shares
of Stock.

     SECTION 2.8    Lost Receipts, etc. In case any Receipt shall
be mutilated or destroyed or lost or stolen, the Depositary shall
execute  and deliver a Receipt of like form and tenor in exchange
and substitution for such mutilated Receipt or in lieu of and  in
substitution  for such destroyed, lost or stolen  Receipt  unless
the Depositary has notice that such Receipt has been acquired  by
a bona fide purchaser; provided, however, that the holder thereof
provides  the  Depositary with (i) evidence satisfactory  to  the
Depositary of such destruction, loss or theft of such Receipt, of
the  authenticity  thereof  and of his  ownership  thereof,  (ii)
reasonable indemnification satisfactory to the Depositary or  the
payment  of  any charges incurred by the Depositary in  obtaining
insurance  in lieu of such indemnification, and (iii) payment  of
any   expense  (including  fees,  charges  and  expenses  of  the
Depositary) in connection with such execution and delivery.

     SECTION  2.9     Cancellation and Destruction of Surrendered
Receipts.  All  Receipts surrendered to  the  Depositary  or  any
Depositary=s Agent shall be canceled by the Depositary. Except as
prohibited  by  applicable law or regulation, the  Depositary  is
authorized to destroy such Receipts so canceled.

                           ARTICLE 3
                 CERTAIN OBLIGATIONS OF HOLDERS
                   OF RECEIPTS AND R&B FALCON

     SECTION   3.1     Filing  Proofs,  Certificates  and   Other
Information.  Any  person presenting Stock  for  deposit  or  any
holder  of  a Receipt may be required from time to time  to  file
such  proof  of residence or other information, to  execute  such
certificates  and to make such representations and warranties  as
the  Depositary  or R&B Falcon may reasonably deem  necessary  or
proper.  The Depositary or R&B Falcon may withhold or  delay  the
delivery   of   any  Receipt,  the  registration   of   transfer,
redemption, conversion or exchange of any Receipt, the withdrawal
of  the  Stock represented by the Depositary Shares evidenced  by
any  Receipt  or  the  distribution  of  any  dividend  or  other
distribution until such proof or other information is filed, such
certificates are executed or such representations and  warranties
are made.

     SECTION  3.2     Payment  of  Taxes  or  Other  Governmental
Charges.  If  any tax or other governmental charge  shall  become
payable by or on behalf of the Depositary with respect to (i) any
Receipt,  (ii)  the Depositary Shares evidenced by such  Receipt,
(iii)  the  Stock  (or  fractional  interest  therein)  or  other
property  represented  by such Depositary  Shares,  or  (iv)  any
transaction  referred  to  in Section 4.6,  such  tax  (including
transfer,  issuance or acquisition taxes, if any) or governmental
charge shall be payable by the holder of such Receipt, who  shall
pay  the amount thereof to the Depositary. Until such payment  is
made, registration of transfer of any Receipt or any split-up  or
combination  thereof or any withdrawal of the Stock or  money  or
other  property,  if  any, represented by the  Depositary  Shares
evidenced by such Receipt may be refused, any dividend  or  other
distribution may be withheld and any part or all of the Stock  or
other  property  (including  Common  Stock  or  other  securities
received in connection with a conversion or redemption of  Stock)
represented  by the Depositary Shares evidenced by  such  Receipt
may  be  sold  for  the  account of  the  holder  thereof  (after
attempting  by  reasonable means to notify such holder  prior  to
such  sale).  Any dividend or other distribution so withheld  and
the  proceeds of any such sale may be applied to any  payment  of
such tax or other governmental charge, the holder of such Receipt
remaining liable for any deficiency.

     SECTION 3.3    Withholding. The Depositary shall act as  the
tax   withholding  agent  for  any  payments,  distributions  and
exchanges  made  with  respect  to  the  Depositary  Shares   and
Receipts,  and  the  Stock, Common Stock or other  securities  or
assets represented thereby (collectively, the "Securities").  The
Depositary  shall be responsible with respect to  the  Securities
for  the  timely  (i)  collection and  deposit  of  any  required
withholding  or backup withholding tax, and (ii)  filing  of  any
information  returns or other documents with federal  (and  other
applicable) taxing authorities.

     SECTION  3.4    Representations and Warranties as to  Stock.
In  the case of the initial deposit of the Stock, R&B Falcon and,
in  the  case  of  subsequent deposits thereof,  each  person  so
depositing  Stock under this Deposit Agreement  shall  be  deemed
thereby  to  represent  and  warrant that  such  Stock  and  each
certificate  therefor are valid and that the person  making  such
deposit  is  duly  authorized to do so. Such representations  and
warranties  shall  survive  the deposit  of  the  Stock  and  the
issuance of Receipts therefor.

                           ARTICLE 4
                       THE STOCK, NOTICES

     SECTION  4.1    Cash Distributions. Whenever the  Depositary
shall receive any cash dividend or other cash distribution on the
Stock,  the  Depositary shall, subject to Section 3.2, distribute
to  record holders of Receipts on the record date fixed  pursuant
to  Section  4.4 such amounts of such sum as are,  as  nearly  as
practicable,   in  proportion  to  the  respective   numbers   of
Depositary Shares evidenced by the Receipts held by such holders;
provided,  however,  that in case R&B Falcon  or  the  Depositary
shall  be required by law to withhold and does withhold from  any
cash  dividend or other cash distribution in respect of the Stock
an  amount  on  account of taxes, the amount made  available  for
distribution or distributed in respect of Depositary Shares shall
be  reduced accordingly. The Depositary shall distribute or  make
available for distribution, as the case may be, only such amount,
however,  as can be distributed without attributing to any  owner
of  Depositary Shares a fraction of one cent and any balance  not
so  distributable  shall  be  held  by  the  Depositary  (without
liability  for  interest thereon) and shall be added  to  and  be
treated  as  part of the next sum received by the Depositary  for
distribution to record holders of Receipts then outstanding.

     SECTION  4.2    Distributions Other Than Cash. Whenever  the
Depositary  shall  receive  any  distribution  other  than  cash,
rights,  preferences or privileges upon the Stock, the Depositary
shall,  subject to Section 3.2, distribute to record  holders  of
Receipts  on the record date fixed pursuant to Section  4.4  such
amounts  of the securities or property received by it as are,  as
nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such holders,
in  any  manner  that  the Depositary and  R&B  Falcon  may  deem
equitable  and  practicable for accomplishing such  distribution.
If,  in  the  opinion of R&B Falcon after consultation  with  the
Depositary,  such  distribution cannot  be  made  proportionately
among  such  recordholders, or if for any other reason (including
any   tax   withholding  or  securities  law  requirement),   the
Depositary  deems,  after  consultation  with  R&B  Falcon,  such
distribution  not to be feasible, the Depositary  may,  with  the
approval  of R&B Falcon, which approval shall not be unreasonably
withheld, adopt such method as it deems equitable and practicable
for  the  purpose of effecting such distribution,  including  the
sale  (at  public or private sale) of the securities or  property
thus  received, or any part thereof, at such place or places  and
upon  such terms as it may deem proper. The net proceeds  of  any
such  sale shall, subject to Section 3.2, be distributed or  made
available for distribution, as the case may be, by the Depositary
to  record holders of Receipts as provided by Section 4.1 in  the
case of a distribution received in cash.

     SECTION   4.3      Subscription   Rights,   Preferences   or
Privileges. If R&B Falcon shall at any time offer or cause to  be
offered to the persons in whose names Stock is registered on  the
books  of  R&B  Falcon any rights, preferences or  privileges  to
subscribe  for  or  to  purchase any securities  or  any  rights,
preferences  or  privileges  of any other  nature,  such  rights,
preferences  or  privileges shall in each such instance  be  made
available by the Depositary to the record holders of Receipts  in
such  manner as R&B Falcon shall instruct (including by the issue
to  such  record  holders of warrants representing  such  rights,
preferences or privileges); provided, however, that (a) if at the
time  of  issue  or  offer  of any such  rights,  preferences  or
privileges  R&B  Falcon determines and instructs  the  Depositary
that   it  is  not  lawful  or  feasible  to  make  such  rights,
preferences  or  privileges available to some or all  holders  of
Receipts (by the issue of warrants or otherwise) or (b) if and to
the extent instructed by holders of Receipts who do not desire to
exercise  such rights, preferences or privileges, the  Depositary
shall then, in each case, and if applicable laws or the terms  of
such  rights,  preferences or privileges  so  permit,  sell  such
rights,  preferences or privileges of such holders at  public  or
private sale, at such place or places and upon such terms  as  it
may  deem  proper.  The net proceeds of any such  sale  shall  be
distributed  by the Depositary to the record holders of  Receipts
entitled  thereto as provided by Section 4.1 in  the  case  of  a
distribution  received  in  cash.  If  registration   under   the
Securities Act of the securities to which any rights, preferences
or privileges relate is required in order for holders of Receipts
to  be offered or sold such securities, R&B Falcon shall promptly
file a registration statement pursuant to the Securities Act with
respect  to such rights, preferences or privileges and securities
and  use its best efforts and take all steps available to  it  to
cause   such   registration   statement   to   become   effective
sufficiently  in  advance  of  the  expiration  of  such  rights,
preferences or privileges to enable such holders to exercise such
rights,  preferences  or  privileges.  In  no  event  shall   the
Depositary  make available to the holders of Receipts any  right,
preference  or  privilege to subscribe for  or  to  purchase  any
securities  unless  and until such registration  statement  shall
have  become  effective or unless the offering and sale  of  such
securities to such holders are exempt from registration under the
provisions of the Securities Act. If any other action  under  the
law  of  any  jurisdiction or any governmental or  administrative
authorization,  consent or permit is required in order  for  such
rights, preferences or privileges to be made available to holders
of  Receipts,  R&B  Falcon agrees with the  Depositary  that  R&B
Falcon  will use its reasonable best efforts to take such  action
or  obtain such authorization, consent or permit sufficiently  in
advance  of  the  expiration  of  such  rights,  preferences   or
privileges  to  enable  such holders  to  exercise  such  rights,
preferences or privileges.

     SECTION  4.4     Notice of Dividends, Fixing of Record  Date
for  Holders of Receipts. Whenever (i) any cash dividend or other
cash distribution shall become payable, or any distribution other
than cash shall be made, or any rights, preferences or privileges
shall at any time be offered, with respect to the Stock, or  (ii)
the  Depositary  shall  receive notice of any  meeting  at  which
holders  of  Stock  are entitled to vote or of which  holders  of
Stock  are entitled to notice or of the mandatory conversion  of,
or  any  election  on  the part of R&B Falcon  to  call  for  the
redemption of, any shares of Stock, the Depositary shall in  each
such instance fix a record date (which shall be the same date  as
the  record  date fixed by R&B Falcon with respect to the  Stock)
for the determination of the holders of Receipts (x) who shall be
entitled   to   receive  such  dividend,  distribution,   rights,
preferences  or  privileges  or the  net  proceeds  of  the  sale
thereof,  or  (y) who shall be entitled to give instructions  for
the  exercise of voting rights at any such meeting or to  receive
notice of such meeting or of such conversion or redemption.

     SECTION 4.5    Voting Rights. Upon receipt of notice of  any
meeting  at which the holders of Stock are entitled to vote,  the
Depositary shall, as soon as practicable thereafter, mail to  the
record  holders of Receipts a notice, which shall be provided  by
R&B  Falcon  and which shall contain (i) such information  as  is
contained  in such notice of meeting, (ii) a statement  that  the
holders  of  Receipts  at the close of business  on  a  specified
record  date  fixed  pursuant to Section 4.4  will  be  entitled,
subject  to  any applicable provision of law, the Certificate  of
Incorporation or the Certificate of Designation, to instruct  the
Depositary as to the exercise of the voting rights pertaining  to
the  Stock represented by their respective Depositary Shares  and
(iii)  a  brief  statement  as  to  the  manner  in  which   such
instructions may be given. Upon the written request of  a  holder
of  a  Receipt on such record date, the Depositary shall endeavor
insofar  as  practicable to vote or cause to be voted  the  Stock
represented by the Depositary Shares evidenced by such Receipt in
accordance  with the instructions set forth in such request.  R&B
Falcon  hereby agrees to take all reasonable action that  may  be
deemed  necessary  by  the Depositary  in  order  to  enable  the
Depositary to vote such Stock or cause such Stock to be voted. In
the  absence  of  specific instructions  from  the  holder  of  a
Receipt, the Depositary will abstain from voting to the extent of
the  Stock represented by the Depositary Shares evidenced by such
Receipt.

     SECTION     4.6       Changes    Affecting     Stock     and
Reclassifications,  Recapitalizations, etc.  Upon  any  split-up,
consolidation or any other reclassification of Stock, or upon any
recapitalization,   reorganization,   merger,   amalgamation   or
consolidation  affecting R&B Falcon or to which  it  is  a  party
(other  than  a  Merger  or Consolidation)  or  sale  of  all  or
substantially  all of R&B Falcon's assets, the  Depositary  shall
treat  any  shares  of  stock  or other  securities  or  property
(including  cash)  that shall be received by  the  Depositary  in
exchange for or upon conversion of or in respect of the Stock  as
new deposited property under this Deposit Agreement, and Receipts
then  outstanding  shall thenceforth represent the  proportionate
interests  of  holders thereof in the new deposited  property  so
received in exchange for or upon conversion or in respect of such
Stock.  In  any such case the Depositary may, in its  discretion,
with  the  approval of R&B Falcon, execute and deliver additional
Receipts,  or  may  call  for the surrender  of  all  outstanding
Receipts to be exchanged for new Receipts specifically describing
such new deposited property.

     SECTION  4.7    Reports. The Depositary shall make available
for  inspection  by holders of Receipts at the Corporate  Office,
the  New York Office and at such other places as it may from time
to  time  deem advisable during normal business hours any reports
and communications received from R&B Falcon that are received  by
the Depositary as the holder of Stock.

     SECTION  4.8     Lists  of  Receipt Holders.  Promptly  upon
request  from  time to time by R&B Falcon, the  Depositary  shall
furnish  to  it  a  list,  as of a recent  date,  of  the  names,
addresses  and  holdings of Depositary Shares of all  persons  in
whose  names  Receipts  are  registered  on  the  books  of   the
Depositary. At the expense of R&B Falcon, R&B Falcon  shall  have
the  right  to inspect transfer and registration records  of  the
Depositary, any Depositary's Agent or the Registrar, take  copies
thereof and require the Depositary, any Depositary's Agent or the
Registrar  to supply copies of such portions of such  records  as
R&B Falcon may request.

                           ARTICLE 5
            THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                  THE REGISTRAR AND R&B FALCON

     SECTION  5.1     Maintenance of Offices, Agencies,  Transfer
Books  by the Depositary; the Registrar. Upon execution  of  this
Deposit  Agreement in accordance with its terms,  the  Depositary
shall  maintain  (i)  at the New York Office facilities  for  the
execution  and delivery, registration, registration of  transfer,
surrender  and  exchange, split-up, combination,  redemption  and
conversion  of Receipts and deposit and withdrawal of  Stock  and
(ii)  at  the  Corporate  Office  and  at  the  offices  of   the
Depositary's  Agents,  if  any,  facilities  for  the   delivery,
registration,  registration of transfer, surrender and  exchange,
split-up, combination, conversion and redemption of Receipts  and
deposit  and  withdrawal  of Stock, all in  accordance  with  the
provisions  of this Deposit Agreement. The Depositary shall  keep
books  at  the Corporate Office for the registration and transfer
of  Receipts, which books at all reasonable times shall  be  open
for  inspection by the record holders of Receipts; provided  that
any  such holder requesting to exercise such right shall  certify
to  the  Depositary that such inspection shall be  for  a  proper
purpose reasonably related to such person=s interest as an  owner
of  Depositary  Shares.  The Depositary shall  consult  with  R&B
Falcon upon receipt of any request for inspection. The Depositary
may  close  such books, at any time or from time  to  time,  when
deemed expedient by it in connection with the performance of  its
duties  hereunder.  If  the  Receipts or  the  Depositary  Shares
evidenced  thereby  or the Stock represented by  such  Depositary
Shares  shall  be  listed  on one or more  stock  exchanges,  the
Depositary  shall,  with the approval of R&B  Falcon,  appoint  a
Registrar  for registry of such Receipts or Depositary Shares  in
accordance  with the requirements of such exchange or  exchanges.
Such  Registrar (which may be the Depositary if so  permitted  by
the  requirements of such exchange or exchanges) may  be  removed
and  a substitute registrar appointed by the Depositary upon  the
request or with the approval of R&B Falcon. In addition,  if  the
Receipts, such Depositary Shares or such Stock are listed on  one
or  more stock exchanges, the Depositary will, at the request  of
R&B   Falcon,   arrange  such  facilities   for   the   delivery,
registration,  registration of transfer, surrender and  exchange,
split-up, combination, redemption or conversion of such Receipts,
such Depositary Shares or such Stock as may be required by law or
applicable stock exchange regulations.

     SECTION  5.2     Prevention or Delay in Performance  by  the
Depositary, the Depositary's Agents, the Registrar or R&B Falcon.
Neither  the  Depositary  nor  any  Depositary's  Agent  nor  the
Registrar nor R&B Falcon shall incur any liability to any  holder
of  any Receipt, if by reason of any provision of any present  or
future  law  or  regulation thereunder of the  United  States  of
America or of any other governmental authority or, in the case of
the  Depositary,  the  Registrar or any  Depositary's  Agent,  by
reason of any provision, present or future, of the Certificate of
Incorporation or the Certificate of Designation or, in  the  case
of  R&B Falcon, the Depositary, the Registrar or any Depositary's
Agent,  by reason of any act of God or war or other circumstances
beyond  the  control of the relevant party, the  Depositary,  any
Depositary's  Agent,  the  Registrar  or  R&B  Falcon  shall   be
prevented or forbidden from doing or performing any act or  thing
that the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent,  the
Registrar  or R&B Falcon incur any liability to any holder  of  a
Receipt  (i) by reason of any nonperformance or delay, caused  as
aforesaid, in the performance of any act or thing that the  terms
of  this  Deposit  Agreement provide shall  or  may  be  done  or
performed,  or (ii) by reason of any exercise of, or  failure  to
exercise,  any discretion provided for in this Deposit  Agreement
except, in the case of the Depositary, any Depositary's Agent  or
the  Registrar,  if  any  such exercise or  failure  to  exercise
discretion is caused by its negligence or bad faith.

     SECTION   5.3      Obligations  of   the   Depositary,   the
Depositary's  Agents, the Registrar and R&B  Falcon.  R&B  Falcon
assumes no obligation and shall be subject to no liability  under
this  Deposit  Agreement  or the Receipts  to  holders  or  other
persons, except to perform in good faith such obligations as  are
specifically  set forth and undertaken by it to perform  in  this
Deposit  Agreement.  Each  of  the Depositary,  the  Depositary=s
Agents  and  the  Registrar assumes no obligation  and  shall  be
subject  to  no  liability under this Deposit  Agreement  or  the
Receipts  to  holders or other persons, except  to  perform  such
obligations as are specifically set forth and undertaken by it to
perform  in  this  Deposit Agreement without  negligence  or  bad
faith. Neither the Depositary nor any Depositary's Agent nor  the
Registrar nor R&B Falcon shall be under any obligation to  appear
in, prosecute or defend any action, suit or other proceeding with
respect  to  Stock, Depositary Shares, Receipts or  Common  Stock
that  in  its  opinion  may involve it in expense  or  liability,
unless  indemnity  satisfactory to it  against  all  expense  and
liability  be furnished as often as may be required. Neither  the
Depositary nor any Depositary's Agent nor the Registrar  nor  R&B
Falcon shall be liable for any action or any failure to act by it
in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Stock for deposit, any  holder
of  a Receipt or any other person believed by it in good faith to
be  competent to give such advice or information. The Depositary,
any  Depositary's Agent, the Registrar and R&B  Falcon  may  each
rely  and  shall  each be protected in acting  upon  any  written
notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper  party
or  parties.  The Depositary, the Registrar and any  Depositary=s
Agent  may own and deal in any class of securities of R&B  Falcon
and  its  affiliates  and in Receipts or Depositary  Shares.  The
Depositary may also act as transfer agent or registrar of any  of
the  securities of R&B Falcon and its affiliates. It is  intended
that  neither the Depositary nor any Depositary's Agent shall  be
deemed to be an "issuer" of the Stock, the Depositary Shares, the
Receipts or the Common Stock issued upon conversion or redemption
of  the  Stock  under the federal securities laws  or  applicable
state  securities laws, it being expressly understood and  agreed
that the Depositary and any Depositary's Agent are acting only in
a  ministerial  capacity as Depositary for the  Stock;  provided,
however,   that  the  Depositary  agrees  to  comply   with   all
information reporting and withholding requirements applicable  to
it  under  law  or  this Deposit Agreement  in  its  capacity  as
Depositary.  Neither the Depositary (or its officers,  directors,
employees  or  agents)  nor  any  Depositary's  Agent  makes  any
representation  or has any responsibility as to the  validity  of
the  Registration  Statement pursuant  to  which  the  Depositary
Shares  are  registered under the Securities Act, the Stock,  the
Depositary  Shares  or  any instruments referred  to  therein  or
herein, or as to the correctness of any statement made therein or
herein; provided, however, that the Depositary is responsible for
its  representations  in this Deposit Agreement.  The  Depositary
assumes  no responsibility for the correctness of the description
that  appears in the Receipts, which can be taken as a  statement
of  R&B  Falcon  summarizing certain provisions of  this  Deposit
Agreement. Notwithstanding any other provision herein or  in  the
Receipts,  the  Depositary makes no warranties or representations
as  to  the validity, genuineness or sufficiency of any Stock  at
any  time  deposited  with the Depositary  hereunder  or  of  the
Depositary  Shares,  as to the validity or  sufficiency  of  this
Deposit Agreement, as to the value of the Depositary Shares or as
to any right, title or interest of the record holders of Receipts
in and to the Depositary Shares except that the Depositary hereby
represents and warrants as follows: (i) the Depositary  has  been
duly organized and is validly existing and in good standing under
the laws of the State of ____________, with full power, authority
and  legal right under such law to execute, deliver and carry out
the  terms of this Deposit Agreement; (ii) this Deposit Agreement
has   been  duly  authorized,  executed  and  delivered  by   the
Depositary; and (iii) this Deposit Agreement constitutes a  valid
and binding obligation of the Depositary, enforceable against the
Depositary  in  accordance with its terms, except as  enforcement
thereof  may be limited by bankruptcy, insolvency, reorganization
or  other similar laws affecting enforcement of creditors' rights
generally and except as enforcement thereof is subject to general
principles  of  equity  (regardless  of  whether  enforcement  is
considered  ina  proceeding in equity or at law). The  Depositary
shall not be accountable for the use or application by R&B Falcon
of the Depositary Shares or the Receipts or the proceeds thereof.

     SECTION  5.4     Resignation and Removal of the  Depositary,
Appointment of Successor Depositary. The Depositary  may  at  any
time  resign  as  Depositary  hereunder  by  written  notice  via
registered mail of its election to do so delivered to R&B Falcon,
such  resignation  to  take  effect upon  the  appointment  of  a
successor  depositary and its acceptance of such  appointment  as
hereinafter provided. The Depositary may at any time  be  removed
by  R&B Falcon by written notice of such removal delivered to the
Depositary, such removal to take effect upon the appointment of a
successor  depositary and its acceptance of such  appointment  as
hereinafter  provided. In case at any time the Depositary  acting
hereunder shall resign or be removed, R&B Falcon shall, within 60
days  after the delivery of the notice of resignation or removal,
as  the case may be, appoint a successor depositary, which  shall
be  a  bank or trust company, or an affiliate of a bank or  trust
company,  having  its principal office in the  United  States  of
America  and  having a combined capital and surplus of  at  least
$50,000,000.  If  a  successor depositary  shall  not  have  been
appointed  in  60 days, the resigning or removed  Depositary  may
petition a court of competent jurisdiction to appoint a successor
depositary. Every successor depositary shall execute and  deliver
to  its  predecessor and to R&B Falcon an instrument  in  writing
accepting its appointment hereunder, and thereupon such successor
depositary,  without any further act or deed, shall become  fully
vested with all the rights, powers, duties and obligations of its
predecessor  and  for all purposes shall be the Depositary  under
this Deposit Agreement, and such predecessor, upon payment of all
sums  due  it  and  on the written request of R&B  Falcon,  shall
promptly execute and deliver an instrument transferring  to  such
successor  all  rights and powers of such predecessor  hereunder,
shall  duly  assign, transfer and deliver all rights,  title  and
interest  in the Stock and any moneys or property held  hereunder
to  such successor and shall deliver to such successor a list  of
the  record  holders of all outstanding Receipts.  Any  successor
Depositary shall promptly mail notice of its appointment  to  the
record  holders of Receipts. Any corporation into or  with  which
the Depositary may be merged, consolidated or converted shall  be
the  successor of such Depositary without the execution or filing
of any document or any further act. Such successor Depositary may
execute  the  Receipts  either in the  name  of  the  predecessor
Depositary or in the name of the successor Depositary.

     SECTION  5.5     Corporate Notices and Reports.  R&B  Falcon
agrees that it will deliver to the Depositary, and the Depositary
will,  promptly  after receipt thereof, transmit  to  the  record
holders of Receipts, in each case at the address recorded in  the
Depositary's books, copies of all notices and reports  (including
financial  statements)  required by law,  by  the  rules  of  any
national securities exchange upon which the Stock, the Depositary
Shares  or  the  Receipts are listed or  by  the  Certificate  of
Incorporation and the Certificate of Designation to be  furnished
by  R&B Falcon to holders of Stock. Such transmission will be  at
R&B  Falcon's expense and R&B Falcon will provide the  Depositary
with  such  number of copies of such documents as the  Depositary
may reasonably request. In addition, the Depositary will transmit
to  the  record holders of Receipts at R&B Falcon's expense  such
other documents as may be requested by R&B Falcon.

     SECTION  5.6    Deposit of Stock by R&B Falcon.  R&B  Falcon
agrees  with  the  Depositary that neither  R&B  Falcon  nor  any
company  controlled by R&B Falcon will at any  time  deposit  any
Stock  if  such  Stock  is required to be  registered  under  the
provisions of the Securities Act and no registration statement is
at such time in effect as to such Stock.

     SECTION  5.7     Indemnification by R&B Falcon.  R&B  Falcon
agrees  to  indemnify the Depositary, any Depositary's Agent  and
any  Registrar against, and hold each of them harmless from,  any
liability,  costs  and expenses (including  reasonable  fees  and
expenses of counsel) that may arise out of or in connection  with
its  acting  as  Depositary,  Depositary's  Agent  or  Registrar,
respectively,  under  this Deposit Agreement  and  the  Receipts,
except for any liability arising out of negligence, bad faith  or
willful misconduct on the part of any such person or persons.

     SECTION  5.8    Fees, Charges and Expenses. No fees, charges
and   expenses  of  the  Depositary  or  any  Depositary's  Agent
hereunder  or  of any Registrar shall be payable  by  any  person
other   than  R&B  Falcon,  except  for  any  taxes   and   other
governmental  charges  and  except as provided  in  this  Deposit
Agreement.  If,  at  the request of a holder of  a  Receipt,  the
Depositary incurs fees, charges or expenses for which it  is  not
otherwise liable hereunder, such holder or other person  will  be
liable  for  such  fees, charges and expenses.  All  other  fees,
charges and expenses of the Depositary and any Depositary's Agent
hereunder  and  of  any  Registrar  (including,  in  each   case,
reasonable  fees  and  expenses  of  counsel)  incident  to   the
performance  of  their respective obligations hereunder  will  be
paid  from  time to time upon consultation and agreement  between
the Depositary and R&B Falcon as to the amount and nature of such
fees, charges and expenses.

                           ARTICLE 6
                   AMENDMENT AND TERMINATION

     SECTION  6.1    Amendment. The form of the Receipts and  any
provision of this Deposit Agreement may at any time and from time
to  time  be  amended  by agreement between R&B  Falcon  and  the
Depositary  in  any  respect  that they  may  deem  necessary  or
desirable. Any amendment that shall impose or increase any  fees,
taxes or charges payable by holders of Receipts (other than taxes
and  other governmental charges, fees and other expenses  payable
by  holders pursuant to the terms hereof or of the Receipts),  or
that shall otherwise prejudice any substantial existing right  of
holders of Receipts, shall not become effective as to outstanding
Receipts  until  the expiration of 90 days after notice  of  such
amendment  shall  have  been  given  to  the  record  holders  of
outstanding Receipts. Every holder of an outstanding  Receipt  at
the time any such amendment becomes effective shall be deemed, by
continuing  to  hold such Receipt, to consent and agree  to  such
amendment  and to be bound by this Deposit Agreement  as  amended
thereby.  In  no  event  shall any amendment  impair  the  right,
subject  to  the  provisions of Sections 2.3,  2.6  and  2.7  and
Article 3, of any owner of any Depositary Shares to surrender the
Receipt  evidencing such Depositary Shares with  instructions  to
the  Depositary to deliver to the holder the Stock and all  money
and  other property, if any, represented thereby, except in order
to comply with mandatory provisions of applicable law.

     SECTION  6.2     Termination. Whenever so  directed  by  R&B
Falcon,  the Depositary will terminate this Deposit Agreement  by
mailing notice of such termination to the record holders  of  all
Receipts  then  outstanding at least 30 days prior  to  the  date
fixed  in  such  notice for such termination. The Depositary  may
likewise terminate this Deposit Agreement if at any time 60  days
shall  have expired after the Depositary shall have delivered  to
R&B  Falcon  a  written notice of its election to  resign  and  a
successor  depositary shall not have been appointed and  accepted
its appointment as provided in Section 5.4. If any Receipts shall
remain  outstanding after the date of termination of this Deposit
Agreement,  the  Depositary  thereafter  shall  discontinue   the
transfer of Receipts, shall suspend the distribution of dividends
to  the  holders  thereof and shall not give any further  notices
(other  than  notice of such termination) or perform any  further
acts  under this Deposit Agreement, except as provided below  and
that the Depositary shall continue to collect dividends and other
distributions pertaining to Stock, shall sell rights, preferences
or  privileges  as provided in this Deposit Agreement  and  shall
continue  to  deliver the Stock and any money and other  property
represented by Receipts, without liability for interest  thereon,
upon  surrender thereof by the holders thereof. At any time after
the  expiration  of two years from the date of  termination,  the
Depositary  may  sell  Stock then held  hereunder  at  public  or
private  sale,  at such places and upon such terms  as  it  deems
proper  and may thereafter hold in a segregated account  the  net
proceeds  of  any  such sale, together with any money  and  other
property  held  by it hereunder, without liability for  interest,
for  the benefit, pro rata in accordance with their holdings,  of
the   holders   of  Receipts  that  have  not  theretofore   been
surrendered.  After  making such sale, the  Depositary  shall  be
discharged  from  all  obligations under this  Deposit  Agreement
except  to  account  for such net proceeds and  money  and  other
property.  Upon  the termination of this Deposit  Agreement,  R&B
Falcon  shall  be  discharged  from all  obligations  under  this
Deposit  Agreement except for its obligations to the  Depositary,
any  Depositary's Agent and any Registrar under Sections 5.7  and
5.8.  In  the  event  this Deposit Agreement is  terminated,  R&B
Falcon  hereby  agrees  to  use its  best  efforts  to  list  the
underlying Stock on the New York Stock Exchange.

                           ARTICLE 7
                         MISCELLANEOUS

     SECTION 7.1    Counterparts. This Deposit Agreement  may  be
executed   by   R&B  Falcon  and  the  Depositary   in   separate
counterparts,  each of which counterparts, when so  executed  and
delivered, shall be deemed an original, but all such counterparts
taken  together  shall  constitute one and the  same  instrument.
Delivery of an executed counterpart of a signature page  to  this
Deposit Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Deposit Agreement. Copies
of  this Deposit Agreement shall be filed with the Depositary and
the  Depositary's  Agents and shall be open to inspection  during
business  hours at the Corporate Office and the New  York  Office
and the respective offices of the Depositary's Agents, if any, by
any holder of a Receipt.

     SECTION  7.2    Exclusive Benefits of Parties. This  Deposit
Agreement is for the exclusive benefit of the parties hereto, and
their respective successors hereunder, and shall not be deemed to
give  any legal or equitable right, remedy or claim to any  other
person whatsoever.

     SECTION 7.3    Invalidity of Provisions. In case any one  or
more of the provisions contained in this Deposit Agreement or  in
the   Receipts   should   be  or  become  invalid,   illegal   or
unenforceable  in  any  respect,  the  validity,   legality   and
enforceability  of the remaining provisions contained  herein  or
therein  shall  in  no way be affected, prejudiced  or  disturbed
thereby.

     SECTION  7.4     Notices. Any notices to  be  given  to  R&B
Falcon  hereunder or under the Receipts shall be in  writing  and
shall  be  deemed to have been duly given if personally delivered
or  sent by mail, or by telegram or telex or telecopier confirmed
by  letter,  addressed to R&B Falcon at 901  Threadneedle,  Suite
200, Houston, Texas 77079, Attention: Chief Executive Officer, or
at  any other place to which R&B Falcon may have transferred  its
principal  executive  office. Any notices  to  be  given  to  the
Depositary  hereunder or under the Receipts shall be  in  writing
and  shall  be  deemed  to  have been duly  given  if  personally
delivered  or sent by mail, or by telegram or telex or telecopier
confirmed by letter, addressed to the Depositary at the Corporate
Office.  Any  notices  given to any record holder  of  a  Receipt
hereunder or under the Receipts shall be in writing and shall  be
deemed to have been duly given if personally delivered or sent by
mail,  or by telegram or telex or telecopier confirmed by letter,
addressed  to  such record holder at the address of  such  record
holder  as it appears on the books of the Depositary or, if  such
holder  shall  have filed with the Depositary a  written  request
that  notices  intended for such holder be mailed to  some  other
address, at the address designated in such request. Delivery of a
notice sent by mail, or by telegram or telex or telecopier  shall
be deemed to be effected at the time when a duly addressed letter
containing  the  same (or a duly addressed letter  confirming  an
earlier  notice in the case of a telegram or telex or  telecopier
message)  is deposited, postage prepaid, in a post office  letter
box.  The  Depositary or R&B Falcon may, however,  act  upon  any
telegram  or telex or telecopier message received by it from  the
other or from any holder of a Receipt, notwithstanding that  such
telegram or telex or telecopier message shall not subsequently be
confirmed by letter as aforesaid.

     SECTION 7.5    Depositary's Agents. The Depositary may, with
the   approval  of  R&B  Falcon  which  approval  shall  not   be
unreasonably  withheld, from time to time  appoint  one  or  more
Depositary's Agents to act in any respect for the Depositary  for
the  purposes of this Deposit Agreement and may vary or terminate
the appointment of such Depositary's Agents.

     SECTION    7.6      Holders   of   Receipts   Are   Parties.
Notwithstanding  that holders of Receipts have not  executed  and
delivered this Deposit Agreement or any counterpart thereof,  the
holders  of  Receipts from time to time shall  be  deemed  to  be
parties  to this Deposit Agreement and shall be bound by  all  of
the terms and conditions, and be entitled to all of the benefits,
hereof and of the Receipts by acceptance of delivery of Receipts.

     SECTION  7.7    Law. This Deposit Agreement and the Receipts
and all rights hereunder and thereunder and provisions hereof and
thereof  shall be governed by, and construed in accordance  with,
the  law  of  the  State  of New York without  giving  effect  to
principles of conflict of laws.

     SECTION  7.8     Headings.  The  headings  of  articles  and
sections in this Deposit Agreement and in the form of the Receipt
set  forth in Exhibit A hereto have been inserted for convenience
only  and  are  not  to  be regarded as  apart  of  this  Deposit
Agreement   or   to  have  any  bearing  upon  the   meaning   or
interpretation  of  any  provision contained  herein  or  in  the
Receipts.

     IN    WITNESS   WHEREOF,   R&B   Falcon   Corporation    and
_______________________ have duly executed this Deposit Agreement
as  of the day and year first above set forth and all holders  of
Receipts  shall become parties hereto by and upon  acceptance  by
them  of delivery of Receipts issued in accordance with the terms
hereof.

                         R&B FALCON CORPORATION



                         By:_____________________________
                            Name:
                            Title:

                         ________________________________________



                         By:_____________________________
                            Name:
                            Title:



                           EXHIBIT A

                       DEPOSITARY RECEIPT
                              FOR
                       DEPOSITARY SHARES
           EACH REPRESENTING __________ OF A SHARE OF
        [                                              ]
                        PREFERRED STOCK
                               OF
                     R&B FALCON CORPORATION
    (Incorporated under the Laws of the State of Delaware)

No. __________

     _________________________________________ (the "Depositary")
hereby  certifies  that ____________ is the registered  owner  of
___________  Depositary  Shares (the "Depositary  Shares"),  each
Depositary  Share representing one-___________th of  a  share  of
_________________ Preferred Stock, $.01 par value (the  "Stock"),
of  R&B  Falcon  Corporation, a corporation  duly  organized  and
existing  under the laws of the State of Delaware ("R&B Falcon"),
and the same proportionate interest in any and all other property
received by the Depositary in respect of such shares of Stock and
held  by  the Depositary under the Deposit Agreement (as  defined
below). Subject to the terms of the Deposit Agreement, each owner
of  a  Depositary Share is entitled, proportionately, to all  the
rights,  preferences  and  privileges of  the  Stock  represented
thereby,  including the dividend, voting, liquidation  and  other
rights  contained in the Certificate of Designation  establishing
the  rights, preferences, privileges and limitations of the Stock
(the  "Certificate of Designation"), copies of which are on  file
at  the office of the Depositary at which at any particular  time
its  business  in  respect  of matters governed  by  the  Deposit
Agreement  shall  be  administered, which  at  the  time  of  the
execution of the Deposit Agreement is located at ________________
(the "Corporate Office").

     This Depositary Receipt ("Receipt") shall not be entitled to
any  benefits  under  the  Deposit  Agreement  or  be  valid   or
obligatory  for any purpose unless this Receipt shall  have  been
executed manually or, if a Registrar for the Receipts (other than
the  Depositary) shall have been appointed, by facsimile  by  the
Depositary  by the signature of a duly authorized signatory  and,
if  executed by facsimile signature of the Depositary, shall have
been countersigned manually by such Registrar by the signature of
a duly authorized signatory.

     THE  DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY  OF  ANY
DEPOSITED STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE
CORRECTNESS  OF THE DESCRIPTION SET FORTH IN THIS RECEIPT,  WHICH
CAN  BE  TAKEN  AS A STATEMENT OF R&B FALCON SUMMARIZING  CERTAIN
PROVISIONS OF THE DEPOSIT AGREEMENT. UNLESS EXPRESSLY  SET  FORTH
IN  THE DEPOSIT AGREEMENT, THE DEPOSITARY MAKES NO WARRANTIES  OR
REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF
ANY  STOCK  AT ANY TIME DEPOSITED WITH THE DEPOSITARY  UNDER  THE
DEPOSIT AGREEMENT OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY
OR  SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF  THE
DEPOSITARY  SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST  OF  THE
RECORD  HOLDERS  OF  THE  DEPOSITARY  RECEIPTS  IN  AND  TO   THE
DEPOSITARY SHARES.

     R&B  Falcon  will  furnish to any  holder  of  this  Receipt
without charge, upon request addressed to its executive office, a
full  statement of the designation, relative rights,  preferences
and  limitations of the shares of each authorized class,  and  of
each class of preferred stock authorized to be issued, so far  as
the same may have been fixed, and a statement of the authority of
the  Board  of Directors of R&B Falcon to designate and  fix  the
relative rights, preferences and limitations of other classes.

     This  Receipt  is continued on the reverse  hereof  and  the
additional provisions therein set forth for all purposes have the
same effect as if set forth at this place.

Dated:                      ___________,
                            as Depositary and Registrar


                            By:______________
                               Authorized Signatory

            [FORM OF REVERSE OF DEPOSITARY RECEIPT]

     (1)   The   Deposit  Agreement.  Depositary  Receipts   (the
"Receipts"),  of  which this Receipt is one, are  made  available
upon the terms and conditions set forth in the Deposit Agreement,
dated as of _______________ (the "Deposit Agreement"), among  R&B
Falcon,  the  Depositary and all holders from  time  to  time  of
Receipts. The Deposit Agreement (copies of which are on  file  at
the Corporate Office, the office maintained by the Depositary  in
the  Borough of Manhattan, the City of New York which at the time
of   the  execution  of  the  Deposit  Agreement  is  located  at
________________________  (the "New  York  Office")  and  at  the
office  of any agent of the Depositary) sets forth the rights  of
holders  of Receipts and the rights and duties of the Depositary.
The  statements made on the face and the reverse of this  Receipt
are  summaries of certain provisions of the Deposit Agreement and
are   subject  to  the  detailed  provisions  thereof,  to  which
reference  is  hereby made. In the event of any conflict  between
the  provisions of this Receipt and the provisions of the Deposit
Agreement, the provisions of the Deposit Agreement will govern.

     (2) Definitions. Unless otherwise expressly herein provided,
all  defined  terms used herein shall have the meanings  ascribed
thereto in the Deposit Agreement.

     (3)  Redemption and Conversion of Stock. Whenever R&B Falcon
shall  elect to redeem or be required to convert shares of  Stock
into shares of Common Stock in accordance with the Certificate of
Designation,  it shall (unless otherwise agreed in  writing  with
the Depositary) give the Depositary in its capacity as Depositary
not  less than 5 business days' prior notice of the proposed date
of  the mailing of a notice of redemption or conversion of  Stock
and  the  simultaneous redemption or conversion of the Depositary
Shares representing the Stock to be redeemed or converted and  of
the  number of such shares of Stock held by the Depositary to  be
redeemed or converted. The Depositary shall, as directed  by  R&B
Falcon  in writing, mail, first class postage prepaid, notice  of
the   redemption  or  conversion  of  Stock  and   the   proposed
simultaneous  redemption  or  conversion  of  Depositary   Shares
representing the Stock to be redeemed or converted, not less than
30  and  not  more  than  60 days prior to  the  date  fixed  for
redemption or conversion of such Stock and Depositary Shares,  to
the  record  holders  of the Receipts evidencing  the  Depositary
Shares  to be so redeemed or converted, at the addresses of  such
holders  as  the  same appear on the records of  the  Depositary;
provided,  that if the effectiveness of a Merger or Consolidation
(as   defined  in  the  Certificate  of  Designation)  makes   it
impracticable to provide at least 30 days' notice, the Depositary
shall  provide such notice as soon as practicable prior  to  such
effectiveness.  Any such notice shall also be  published  in  the
same  manner as notices of redemption or conversion of the  Stock
are  required  to be published pursuant to Section _____  of  the
Certificate of Designation. On the date of any such redemption or
conversion,  the  Depositary shall surrender the  certificate  or
certificates  held  by the Depositary evidencing  the  number  of
shares  of  Stock  to  be  redeemed or converted  in  the  manner
specified  in  the  notice of redemption or conversion  of  Stock
provided  by  R&B  Falcon  pursuant  to  Section  ____   of   the
Certificate  of  Designation. The Depositary  shall,  thereafter,
redeem  or  convert the number of Depositary Shares  representing
such  redeemed or converted Stock upon the surrender of  Receipts
evidencing such Depositary Shares in the manner provided  in  the
notice  sent  to record holders of Receipts; provided,  that  the
Depositary   shall   have   received,  upon   surrendering   such
certificate or certificates as aforesaid, a sufficient number  of
shares  of Common Stock or other securities to convert or  redeem
such  number of Depositary Shares (including, in the  event  that
R&B Falcon elects pursuant to Section ____ of the Certificate  of
Designation  to exercise any option to deliver shares  of  Common
Stock  or  other  securities in lieu of  any  cash  consideration
payable  on the Effective Date (as defined in the Certificate  of
Designation) of any Merger or Consolidation, a number  of  shares
of   Common  Stock  or  other  securities  equal  to  such   cash
consideration  (as  determined in the manner  set  forth  in  the
Certificate  of  Designation)),  plus  any  accrued  and   unpaid
dividends payable with respect thereto to and including the  date
of   any  such  redemption  or  conversion  and  any  other  cash
consideration  payable  on the Effective  Date  of  a  Merger  or
Consolidation   (other   than  any  dividends   or   other   cash
consideration  payable  on the Effective  Date  of  a  Merger  or
Consolidation  that R&B Falcon has elected to pay  in  shares  of
Common Stock or other securities pursuant to Section ____ of  the
Certificate  of  Designation). If fewer than all the  outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed shall be selected by the Depositary by lot or on  a  pro
rata basis. Notice having been mailed and published as aforesaid,
from  and  after  the redemption or conversion date  (unless  R&B
Falcon shall have failed to redeem or convert the shares of Stock
to  be  redeemed  or converted by it upon the  surrender  of  the
certificate  or  certificates  therefor  by  the  Depositary   as
described above), the Depositary Shares called for redemption  or
subject to conversion shall be deemed no longer to be outstanding
and  all  rights  of  the  holders of  Receipts  evidencing  such
Depositary  Shares  (except the right to receive  the  shares  of
Common  Stock or other securities and cash, if any, payable  upon
redemption or conversion upon surrender of such Receipts)  shall,
to  the  extent  of such Depositary Shares, cease and  terminate.
Upon  surrender  in accordance with said notice of  the  Receipts
evidencing such Depositary Shares (properly endorsed or  assigned
for   transfer,  if  the  Depositary  shall  so  require),   such
Depositary Shares shall be converted into or redeemed for  shares
of  Common Stock or other securities at a rate equal to  ________
of  the  number  of  shares of Common Stock or  other  securities
delivered, and the holders thereof shall be entitled to  ________
of  the cash, if any, payable, in respect of the shares of  Stock
pursuant  to  the  Certificate of Designation. The  foregoing  is
subject further to the terms and conditions of the Certificate of
Designation. If fewer than all of the Depositary Shares evidenced
by  this  Receipt are called for redemption, the Depositary  will
deliver to the holder of this Receipt upon its surrender  to  the
Depositary,  together  with  shares  of  Common  Stock  or  other
securities and all accrued and unpaid dividends to and  including
the   date  fixed  for  redemption  payable  in  respect  of  the
Depositary Shares called for redemption, a new Receipt evidencing
the  Depositary  Shares evidenced by such prior Receipt  and  not
called for redemption.

     (4)  Surrender  of Receipts and Withdrawal  of  Stock.  Upon
surrender  of  this Receipt to the Depositary  at  the  Corporate
Office,  the  New  York Office or at such other  offices  as  the
Depositary  may designate, and subject to the provisions  of  the
Deposit Agreement, the holder hereof is entitled to withdraw, and
to  obtain delivery, without unreasonable delay, to or  upon  the
order  of such holder, any or all of the Stock (but only in whole
shares of Stock) and all money and other property, if any, at the
time  represented  by  the Depositary Shares  evidenced  by  this
Receipt; provided, however, that, in the event this Receipt shall
evidence a number of Depositary Shares in excess of the number of
Depositary  Shares  representing the whole number  of  shares  of
Stock to be withdrawn, the Depositary shall, in addition to  such
whole  number  of  shares  of Stock  and  such  money  and  other
property, if any, to be withdrawn, deliver, to or upon the  order
of  such holder, a new Receipt or Receipts evidencing such excess
number of whole Depositary Shares.

     (5)   Transfers,   Split-ups,   Combinations.   Subject   to
Paragraphs 6, 7 and 8 below, this Receipt is transferable on  the
books  of  the Depositary upon surrender of this Receipt  to  the
Depositary at the Corporate Office or the New York Office, or  at
such  other  offices  as the Depositary may  designate,  properly
endorsed  or  accompanied by a properly  executed  instrument  of
transfer,  and upon such transfer the Depositary shall  sign  and
deliver a Receipt or Receipts to or upon the order of the  person
entitled  thereto, all as provided in and subject to the  Deposit
Agreement.  This  Receipt may be split  into  other  Receipts  or
combined with other Receipts into one Receipt evidencing the same
aggregate number of Depositary Shares evidenced by the Receipt or
Receipts  surrendered;  provided, however,  that  the  Depositary
shall  not  issue any Receipt evidencing a fractional  Depositary
Share.

     (6)  Conditions to Signing and Delivery, Transfer, etc.,  of
Receipts.  Prior  to the execution and delivery, registration  of
transfer,  split-up, combination, surrender or exchange  of  this
Receipt,  the  delivery  of  any  distribution  hereon   or   the
withdrawal  or  deposit  of Stock, the  Depositary,  any  of  the
Depositary's Agents or R&B Falcon may require any or all  of  the
following: (i) payment to it of a sum sufficient for the  payment
(or,  in  the event that the Depositary or R&B Falcon shall  have
made  such payment, the reimbursement to it) of any tax or  other
governmental charge with respect thereto (including any such  tax
or  charge with respect to Stock being deposited or withdrawn  or
with  respect to Common Stock or other securities or property  of
R&B  Falcon  being  issued upon conversion or  redemption);  (ii)
production  of  proof satisfactory to it as to the  identity  and
genuineness  of  any  signature; and (iii) compliance  with  such
reasonable  regulations, if any, as the Depositary or R&B  Falcon
may  establish  not inconsistent with the Deposit Agreement.  Any
person  presenting  Stock for deposit,  or  any  holder  of  this
Receipt,  may  be required to file such proof of information,  to
execute  such  certificates and to make such representations  and
warranties  as  the Depositary or R&B Falcon may reasonably  deem
necessary or proper. The Depositary or R&B Falcon may withhold or
delay the delivery of this Receipt, the registration of transfer,
redemption,   conversion  or  exchange  of  this   Receipt,   the
withdrawal  of  the  Stock represented by the  Depositary  Shares
evidenced by this Receipt or the distribution of any dividend  or
other  distribution  until such proof  or  other  information  is
filed, such certificates are executed or such representations and
warranties are made.

     (7)  Suspension of Delivery, Transfer, etc. The  deposit  of
Stock  may  be  refused and the delivery of this Receipt  against
Stock  or  the  registration of transfer, split-up,  combination,
surrender  or  exchange  of this Receipt and  the  withdrawal  of
deposited Stock may be suspended (i) during any period  when  the
register  of  stockholders of R&B Falcon is closed, (ii)  if  any
such  action  is deemed necessary or advisable by the Depositary,
any  of the Depositary's Agents or R&B Falcon at any time or from
time  to  time  because  of any requirement  of  law  or  of  any
government  or  governmental body or  commission,  or  under  any
provision of the Deposit Agreement, or (iii) with the approval of
R&B  Falcon,  for any other reason. The Depositary shall  not  be
required  (a) to issue, transfer or exchange any Receipts  for  a
period  beginning  at  the  opening  of  business  15  days  next
preceding  any  selection of Depositary Shares and  Stock  to  be
redeemed  and ending at the close of business on the day  of  the
mailing  of notice of redemption of Depositary Shares or  (b)  to
transfer  or exchange for another Receipt any Receipt  evidencing
Depositary Shares called or being called for redemption, in whole
or  in  part, or subject to conversion except as provided in  the
last sentence of Paragraph 3.

     (8)  Payment of Taxes or Other Governmental Charges. If  any
tax  or other governmental charge shall become payable by  or  on
behalf  of the Depositary with respect to (i) this Receipt,  (ii)
the  Depositary Shares evidenced by this Receipt, (iii) the Stock
(or fractional interest therein) or other property represented by
such  Depositary Shares, or (iv) any transaction referred  to  in
Section  4.6  of  the  Deposit  Agreement,  such  tax  (including
transfer,  issuance or acquisition taxes, if any) or governmental
charge shall be payable by the holder of this Receipt, who  shall
pay  the amount thereof to the Depositary. Until such payment  is
made, registration of transfer of this Receipt or any split-up or
combination  hereof or any withdrawal of the Stock  or  money  or
other  property,  if  any, represented by the  Depositary  Shares
evidenced by this Receipt may be refused, any dividend  or  other
distribution may be withheld and any part or all of the Stock  or
other  property  (including  Common  Stock  or  other  securities
received in connection with a conversion or redemption of  Stock)
represented  by the Depositary Shares evidenced by  this  Receipt
may  be  sold  for  the  account  of  the  holder  hereof  (after
attempting  by  reasonable means to notify such holder  prior  to
such  sale).  Any dividend or other distribution so withheld  and
the  proceeds of any such sale may be applied to any  payment  of
such tax or other governmental charge, the holder of this Receipt
remaining liable for any deficiency.

     (9) Amendment. The form of the Receipts and any provision of
the  Deposit Agreement may at any time and from time to  time  be
amended by agreement between R&B Falcon and the Depositary in any
respect  that they may deem necessary or desirable. Any amendment
that  shall impose or increase any fees, taxes or charges payable
by  holders  of Receipts (other than taxes and other governmental
charges,  fees and other expenses payable by holders as  provided
herein  or  in  the Deposit Agreement), or that  shall  otherwise
prejudice  any substantial existing right of holders of Receipts,
shall  not become effective as to outstanding Receipts until  the
expiration  of 90 days after notice of such amendment shall  have
been  given  to  the record holders of outstanding Receipts.  The
holder  of  this  Receipt at the time any such amendment  becomes
effective shall be deemed, by continuing to hold this Receipt, to
consent  and  agree  to such amendment and to  be  bound  by  the
Deposit  Agreement  as amended thereby. In  no  event  shall  any
amendment  impair  the  right,  subject  to  the  provisions   of
Paragraphs 3, 4, 6, 7 and 8 hereof and of Sections 2.3,  2.6  and
2.7  and Article 3 of the Deposit Agreement, of the owner of  the
Depositary  Shares  evidenced by this Receipt to  surrender  this
Receipt  with  instructions to the Depositary to deliver  to  the
holder  the  Stock  and  all money and other  property,  if  any,
represented  thereby,  except in order to comply  with  mandatory
provisions of applicable law.

     (10)  Fees,  Charges and Expenses. R&B Falcon will  pay  all
fees,  charges and expenses of the Depositary, except  for  taxes
(including transfer taxes, if any) and other governmental charges
and  such  charges  as  are  expressly provided  in  the  Deposit
Agreement  to  be  at  the expense of persons  depositing  Stock,
holders of Receipts or other persons.

     (11)  Title to Receipts. It is a condition of this  Receipt,
and  every  successive holder hereof by accepting or holding  the
same consents and agrees, that title to this Receipt (and to  the
Depositary  Shares evidenced hereby), when properly  endorsed  or
accompanied  by  a properly executed instrument of  transfer,  is
transferable by delivery with the same effect as in the case of a
negotiable  instrument; provided, however,  that  the  Depositary
may, notwithstanding any notice to the contrary, treat the record
holder  hereof at such time as the absolute owner hereof for  the
purpose  of  determining the person entitled to  distribution  of
dividends or other distributions or to any notice provided for in
the Deposit Agreement and for all other purposes.

     (12)  Dividends  and Distributions. Whenever the  Depositary
shall receive any cash dividend or other cash distribution on the
Stock,  the  Depositary shall, subject to the provisions  of  the
Deposit Agreement, distribute to record holders of Receipts  such
amounts  of  such  sums  as  are, as nearly  as  practicable,  in
proportion  to  the  respective  numbers  of  Depositary   Shares
evidenced  by  the  Receipts  held  by  such  holders;  provided,
however,  that  in  case R&B Falcon or the  Depositary  shall  be
required  by  law  to withhold and does withhold  from  any  cash
dividend  or other cash distribution in respect of the  Stock  an
amount  on  account  of  taxes, the  amount  made  available  for
distribution or distributed in respect of Depositary Shares shall
be  reduced accordingly. The Depositary shall distribute or  make
available for distribution, as the case may be, only such amount,
however,  as can be distributed without attributing to any  owner
of  Depositary Shares a fraction of one cent and any balance  not
so  distributable  shall  be  held  by  the  Depositary  (without
liability  for  interest thereon) and shall be added  to  and  be
treated  as  part of the next sum received by the Depositary  for
distribution to record holders of Receipts then outstanding.

     (13) Subscription Rights, Preferences or Privileges. If  R&B
Falcon  shall  at any time offer or cause to be  offered  to  the
persons  in  whose name Stock is registered on the books  of  R&B
Falcon any rights, preferences or privileges to subscribe for  or
to   purchase  any  securities  or  any  rights,  preferences  or
privileges  of  any  other nature, such  rights,  preferences  or
privileges shall in each such instance, subject to the provisions
of  the Deposit Agreement, be made available by the Depositary to
the record holders of Receipts in such manner as R&B Falcon shall
instruct.

     (14)  Notice  of Dividends, Fixing of Record Date.  Whenever
(i)  any  cash  dividend or other cash distribution shall  become
payable,  or any distribution other than cash shall be  made,  or
any  rights,  preferences or privileges  shall  at  any  time  be
offered, with respect to the Stock, or (ii) the Depositary  shall
receive  notice  of  any meeting at which holders  of  Stock  are
entitled  to  vote or of which holders of Stock are  entitled  to
notice or of the mandatory conversion of, or any election on  the
part  of  R&B  Falcon to call for redemption of,  any  shares  of
Stock,  the Depositary shall in each such instance fix  a  record
date  (which shall be the same date as the record date  fixed  by
R&B  Falcon  with respect to the Stock) for the determination  of
the holders of Receipts (x) who shall be entitled to receive such
dividend, distribution, rights, preferences or privileges or  the
net proceeds of the sale thereof, or (y) who shall be entitled to
give  instructions for the exercise of voting rights at any  such
meeting  or  of  such  meeting  or  to  receive  notice  of  such
conversion or redemption.

     (15) Voting Rights. Upon receipt of notice of any meeting at
which  the  holders of Stock are entitled to vote, the Depositary
shall,  as  soon as practicable thereafter, mail  to  the  record
holders  of  Receipts  a  notice, which shall  contain  (i)  such
information  as  is contained in such notice of meeting,  (ii)  a
statement  that the holders of Receipts at the close of  business
on a specified record date determined as provided in Paragraph 14
will be entitled, subject to any applicable provision of law, the
Certificate  of Incorporation or the Certificate of  Designation,
to  instruct  the  Depositary as to the exercise  of  the  voting
rights  pertaining to the Stock represented by  their  respective
Depositary  Shares, and (iii) a brief statement as to the  manner
in which such instructions may be given. Upon the written request
of  a  holder of this Receipt on such record date the  Depositary
shall  endeavor  insofar as practicable to vote or  cause  to  be
voted the Stock represented by the Depositary Shares evidenced by
this  Receipt  in accordance with the instructions set  forth  in
such  request.  R&B Falcon hereby agrees to take  all  reasonable
action that may be deemed necessary by the Depositary in order to
enable  the Depositary to vote such Stock or cause such Stock  to
be voted. In the absence of specific instructions from the holder
of  this Receipt, the Depositary will abstain from voting to  the
extent   of  the  Stock  represented  by  the  Depositary  Shares
evidenced by this Receipt.

     (16)  Reports, Inspection of Transfer Books. The  Depositary
shall make available for inspection by holders of Receipts at the
Corporate Office, the New York Office and at such other places as
it  may  from time to time deem advisable during normal  business
hours  any  reports and communications received from  R&B  Falcon
that  are received by the Depositary as the holder of Stock.  The
Depositary  shall  keep  books at the Corporate  Office  for  the
registration  and  transfer  of  Receipts,  which  books  at  all
reasonable  times  will  be  open for inspection  by  the  record
holders of Receipts; provided that any such holder requesting  to
exercise  such  right shall certify to the Depositary  that  such
inspection  shall be for a proper purpose reasonably  related  to
such person's interest as an owner of Depositary Shares.

     (17)  Liability of the Depositary, the Depositary's  Agents,
the  Registrar  and  R&B Falcon. Neither the Depositary  nor  any
Depositary's Agent nor the Registrar nor R&B Falcon  shall  incur
any  liability to any holder of this Receipt, if by reason of any
provision  of any present or future law or regulation  thereunder
of  any governmental authority or, in the case of the Depositary,
the  Registrar  or  any  Depositary's Agent,  by  reason  of  any
provision  present or future, of the Certificate of Incorporation
or  the Certificate of Designation or, in the case of R&B Falcon,
the  Depositary,  the  Registrar or any  Depositary's  Agent,  by
reason of any act of God or war or other circumstances beyond the
control  of  the relevant party, the Depositary, any Depositary's
Agent,  the  Registrar  or  R&B  Falcon  shall  be  prevented  or
forbidden  from  doing or performing any act or  thing  that  the
terms  of  the  Deposit  Agreement  provide  shall  be  done   or
performed; nor shall the Depositary, any Depositary's Agent,  the
Registrar or R&B Falcon incur any liability to any holder of this
Receipt  (i) by reason of any nonperformance or delay, caused  as
aforesaid, in the performance of any act or thing that the  terms
of  the  Deposit  Agreement provide  shall  or  may  be  done  or
performed,  or (ii) by reason of any exercise of, or  failure  to
exercise,  any  discretion provided for in the Deposit  Agreement
except, in the case of the Depositary, any Depositary's Agent  or
the Registrar, if such exercise or failure to exercise discretion
is caused by its negligence or bad faith.

     (18) Obligations of the Depositary, the Depositary's Agents,
the  Registrar  and R&B Falcon. R&B Falcon assumes no  obligation
and  shall be subject to no liability under the Deposit Agreement
or  this Receipt to the holder hereof or other persons, except to
perform  in  good faith such obligations as are specifically  set
forth  and  undertaken by it to perform in the Deposit Agreement.
Each of the Depositary, the Depositary's Agents and the Registrar
assumes no obligation and shall be subject to no liability  under
the  Deposit  Agreement or this Receipt to the holder  hereof  or
other  persons,  except  to  perform  such  obligations  as   are
specifically  set forth and undertaken by it to  perform  in  the
Deposit  Agreement without negligence or bad faith.  Neither  the
Depositary nor any Depositary's Agent nor the Registrar  nor  R&B
Falcon  shall be under any obligation to appear in, prosecute  or
defend  any  action,  suit or other proceeding  with  respect  to
Stock, Depositary Shares or Receipts or Common Stock that in  its
opinion  may involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be furnished
as  often  as  may  be required. Neither the Depositary  nor  any
Depositary's  Agent  nor the Registrar nor  R&B  Falcon  will  be
liable  for  any action or failure to act by it in reliance  upon
the advice of or information from legal counsel, accountants, any
person  presenting Stock for deposit, any holder of this  Receipt
or  any other person believed by it in good faith to be competent
to give such advice or information.

     (19)  Termination of Deposit Agreement. Whenever so directed
by   R&B  Falcon,  the  Depositary  will  terminate  the  Deposit
Agreement  by  mailing notice of such termination to  the  record
holders  of all Receipts then outstanding at least 30 days  prior
to  the  date  fixed  in  such notice for such  termination.  The
Depositary may likewise terminate the Deposit Agreement if at any
time  60 days shall have expired after the Depositary shall  have
delivered  to  R&B  Falcon a written notice of  its  election  to
resign  and a successor depositary shall not have been  appointed
and  accepted its appointment as provided in Section 5.4  of  the
Deposit Agreement. Upon the termination of the Deposit Agreement,
R&B  Falcon  shall be discharged from all obligations  thereunder
except  for  its obligations to the Depositary, any  Depositary's
Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit
Agreement. If any Receipts remain outstanding after the  date  of
termination  of the Deposit Agreement, the Depositary  thereafter
shall  discontinue  all  functions and  be  discharged  from  all
obligations  as  provided  in the Deposit  Agreement,  except  as
specifically provided therein.

     (20)  Governing Law. The Deposit Agreement and this  Receipt
and  all  rights thereunder and hereunder and provisions  thereof
and  hereof  shall  be governed by, and construed  in  accordance
with,  the law of the State of New York without giving effect  to
principles of conflict of laws.



                       FORM OF ASSIGNMENT

     FOR  VALUE  RECEIVED, the undersigned hereby sells,  assigns
and transfers unto ___________________ the within Receipt and all
rights   and  interests  represented  by  the  Depositary  Shares
evidenced   thereby,  and  hereby  irrevocably  constitutes   and
appoints ________________ his attorney, to transfer the  same  on
the  books  of  the within-named Depositary, with full  power  of
substitution in the premises.


Dated:____________            Signature: ______________

                              NOTE:  The  signature to assignment
                              must   correspond  with   name   as
                              written  upon  the  face   of   the
                              Receipt    in   every   particular,
                              without  alteration or enlargement,
                              or any change whatever.