EXHIBIT 10.318


                            INDEMNITY AGREEMENT

Pursuant to this Indemnity Agreement (this "Agreement"), each of R&B FALCON
CORPORATION, a Delaware corporation ("Falcon") and RBF EXPLORATION II INC.,
a  Nevada corporation all of the capital stock of which is owned by  Falcon
("RBF  II"  and,  collectively  with  Falcon,  the  "Indemnitors"),  hereby
requests  TRAVELERS  CASUALTY  AND SURETY COMPANY  OF  AMERICA,  One  Tower
Square,  Hartford, Connecticut 06183, and AMERICAN HOME ASSURANCE  COMPANY,
175  Water Street, 6th Floor, New York, New York 10038, each for itself and
its  affiliates, parent, and subsidiaries, (individually, a  "Company"  and
collectively,  the  "Companies") to severally and  not  jointly  furnish  a
performance  bond, in the maximum penal sum of $265,000,000 (including  any
and all interest, attorney's fees, expenses, costs and liquidated damages),
as  evidenced  by  and as described by the Performance Bond,  dated  on  or
around February 1, 2000, given by the Companies and RBF II in favor of  BTM
Capital Corporation (the "Owner") and the Indenture Trustee (as defined  in
the  Bond,  the  "Indenture Trustee") (such performance bond,  as  amended,
modified  or  supplemented  from time to  time  with  the  consent  of  the
Companies,  hereinafter referred to as the "Bond"), and  as  an  inducement
therefore  each  of the Indemnitors makes the following representations  of
fact, promises and agreements:

REPRESENTATIONS OF FACT:

      1.    RBF  II  is required to deliver the Bond in connection  with  a
Construction Supervisory Agreement, dated as of February 1, 2000, among RBF
II,  RBF  Exploration Co. ("RBFE") and the Owner (as amended from  time  to
time  (as  permitted  by the indenture governing the Indenture  Trustee  or
otherwise) with the consent of the Companies, the "CSA"), whereby RBF II is
to  supervise  the design, construction, and delivery of a semi-submersible
vessel  in  accordance with a written agreement, dated November  14,  1997,
known as the Contract for Construction and Sale of Vessel (Hull No. HRBS6),
between   RBFE  and  Hyundai  Heavy  Industries  Co.,  Ltd.   and   Hyundai
Corporation, and in accordance with a written agreement, dated  August  12,
1998,  known  as the Offshore Daywork Drilling Contract, between  RBFE  and
Shell Deepwater Development, Inc.

      2.    Each  of  the  Indemnitors  has  a  substantial,  material  and
beneficial interest in the obtaining of the Bond and it is understood  that
the  purpose  of this Agreement is to induce the Companies to  furnish  the
Bond. It is understood and agreed, however, that the Companies are under no
obligation to furnish the Bond and, once furnished, the obligations of  the
Companies  in  respect thereof shall be subject to limitation  as  provided
therein.

PROMISES AND AGREEMENTS: In consideration of the furnishing of the Bond  by
the Companies and for other valuable consideration, each of the Indemnitors
hereby jointly and severally  promises and agrees as follows:

      1.    To pay all premiums for the Bond (including for any amendments,
modifications, supplements and replacements), as they fall due,  and  until
each  of the Companies has been provided with competent legal evidence that
the Bond has been duly discharged.

     2.   To indemnify and exonerate each of the Companies from and against
any  and  all  loss  and  expense  of  whatever  kind,  including,  without
limitation, interest, court costs and counsel fees (hereinafter referred to
as  "Loss"), which they or either of them may incur or sustain as a  result
of  or  in  connection with (x) the furnishing of this  Bond  and  (y)  the
enforcement  of  this Agreement. To this end, each Indemnitor  jointly  and
severally promises:

           (a)   To promptly reimburse the Companies or either of them  for
     all  sums  paid  on  account of such Loss and it is  agreed  that  (1)
     originals  or photocopies of claim drafts, or of payment records  kept
     in  the  ordinary  course of business, including  computer  printouts,
     verified  by  affidavit, shall be (in the absence of  manifest  error)
     prima  facie evidence of the fact and amount of such Loss, (2)  either
     or  both the Companies shall be entitled to reimbursement for any  and
     all  disbursements made by either or both of them in good faith, under
     the  belief  that  either or both of them were liable,  or  that  such
     disbursement was necessary or expedient.

           (b)   To deposit with the Companies or either of them on  demand
     the  amount  of  any  reserve against such Loss which  either  of  the
     Companies  is required, or deems it prudent to establish,  whether  on
     account  of  an actual liability or one which is, or may be,  asserted
     against  either  or both of them, and whether or not any  payment  for
     such Loss has been made.

      3.    Each  Indemnitor acknowledges and agrees that  the  obligations
contained in this Agreement were substantial consideration for the issuance
of  the  Bond,  and  that the Bond would not have been  given  without  the
execution and delivery of this Agreement by the Indemnitors.

      4.    The validity and effect of this Agreement shall not be impaired
by,  neither  Company  shall incur any liability on  account  of,  and  the
Indemnitors need not be notified of:

           (a)  Either or both Companies' failure or refusal to furnish the
     Bond.

           (b)  Either or both Companies' consent or failure to consent  to
     changes in the terms and provisions of the Bond, or the obligation  or
     performance secured by the Bond.

           (c)   The  taking,  failing to take,  or  release  of  security,
     collateral, assignment, indemnity agreements and the like, as  to  the
     Bond.

           (d)  The release by either Company, on terms satisfactory to it,
     of either or both Indemnitors.

           (e)   Information  which  may come to the  attention  of  either
     Company  which  affects or might affect its rights and liabilities  or
     those of either of the Indemnitors.

      5.    Neither Indemnitor shall have rights of indemnity, contribution
or right to seek collection of any other outstanding obligation against the
other  Indemnitor  or  any  other indemnitors or  its  property  until  the
Indemnitors' obligations to the Companies under this Agreement  shall  have
been satisfied in full.

      6.   Each Indemnitor also understands and agrees that its obligations
remain  in  full  force and effect for the Bond, notwithstanding  that  the
entity on whose behalf the Bond was issued has been sold, dissolved, placed
in  an  insolvency proceeding or whose ownership has been otherwise altered
or affected in any way.

      7.    This  Agreement is in addition to and not in lieu of any  other
agreements  and obligations undertaken in favor of either or  both  of  the
Companies.

     8.   (a)  Without limiting the rights of the Companies under paragraph
     2  hereof, from time to time, the obligees under the Bond may  make  a
     demand  for payment or for performance (a "Demand") against the  Bond.
     Subject  to the terms and conditions of the Bond, when such Demand  is
     made,  the  Companies  must pay the amount  of  the  Demand  or  cause
     completion to occur under the Bond within the time period required  by
     the  Demand.  The  Companies, with the knowledge and  consent  of  the
     Indemnitors, have expressly waived any defenses to making such payment
     or  to  causing completion to occur pursuant to the terms of the Bond.
     If  either  or both of the Indemnitors receive notice from  either  or
     both of the Companies that a Demand has been made against the Bond  by
     the  obligees,  the Indemnitors will, within 10 days from  receipt  of
     such  notice, pay the Companies the full amount of the Demand, as well
     as  all necessary fees.  Such payment will be made by wire transfer or
     otherwise in immediately available funds to the bank account specified
     in the notice provided to such Indemnitor by the Companies.

           (b)  Each Indemnitor waives, to the fullest extent permitted  by
     applicable law, each and every right which it may have to contest such
     payment or performance by either or both of the Companies.  Failure to
     make  payment  to  the Companies as herein provided  shall  cause  the
     Indemnitors  to be additionally and jointly and severally  liable  for
     any  and all reasonable costs and expenses, including attorney's fees,
     incurred  by  either  or  both  of the  Companies  in  enforcing  this
     Agreement, together with interest on unpaid amounts due the Companies.
     Interest  shall  accrue, commencing the date either Company  pays  the
     amount  of  the  Demand, at the prime rate of interest  in  effect  on
     December  31  of the previous calendar year as published in  the  Wall
     Street  Journal  plus two percentage points (but  such  interest  rate
     shall  be  limited  to  the  greatest  amount  permitted  pursuant  to
     applicable law).

      9.    Each Indemnitor will ensure that at all times the claims of the
Companies against it hereunder rank at least pari passu with claims of  all
other   unsecured  creditors  of  such  Indemnitor,  other  than  creditors
preferred by operation of law.

      10.   Either Indemnitor shall be considered to be in default of  this
paragraph  if (a) it fails to pay any principal or premium or  interest  on
any  Debt  which  is  outstanding  in the  principal  amount  of  at  least
$12,500,000  in  the aggregate, when the same becomes due and  payable  and
such  failure  results in acceleration of the maturity of the principal  of
such  Debt;  or  (b) any other event shall occur or condition  shall  exist
under  any  agreement  or instrument relating to any such  Debt  and  shall
continue  after  the  applicable grace period, if any,  specified  in  such
agreement  or instrument, if the effect of such event or condition  results
in  acceleration of the maturity of the principal of such Debt; or (c)  any
such Debt shall otherwise be declared to be due and payable, or required to
be prepaid (other than by a regularly scheduled required prepayment or as a
result  of  the giving of notice of a voluntary prepayment), prior  to  the
stated  maturity  therefore.  "Debt", for the purposes of  this  paragraph,
shall  be  defined  with respect to either Indemnitor as  any  indebtedness
incurred  in  respect of (i) money borrowed, (ii) the issue  of  any  bond,
note,  debenture  or  similar instrument, (iii) acceptance  of  documentary
credit  facilities, (iv) deferred payments for assets or services acquired,
(v)  any  transaction having, and intended by such Indemnitor to  have  the
commercial  effect of borrowing money, (vi) guarantees, bonds,  letters  of
credit or similar instruments issued in connection with the performance  of
contracts,  (vii)  interest  rate hedging arrangements,  including  without
limitation, swaps, cap and collar arrangements and any foreign currency  or
other  hedging  arrangements, (viii) rental payments with regard  to  land,
machinery,  equipment or otherwise entered into primarily as  a  method  of
raising  finances or of financing the acquisition of the asset leased,  and
(ix)  guarantees or other assurances against financial loss in  respect  of
Debt  of  a  person other than such Indemnitor.  In the event of a  default
under this paragraph, the Indemnitors shall promptly upon written demand by
the  Companies  deposit with an escrow agent (which shall  be  a  reputable
banking  institution  offering  escrow  services)  an  amount  which  shall
represent  the Companies' pro rata share (based on the full amount  of  the
Bond),  on  a pari passu basis, of any and all amounts paid to or otherwise
given  as security for the benefit of the other unsecured lenders by either
of  the  Indemnitors in connection with or related to such failure,  event,
condition,  declaration  or  requirement.   The  escrow  account  shall  be
available to the Companies to satisfy any liability or expense incurred  by
either of them under the Bond.

      11.   This  Agreement shall apply to the Bond and to any  other  bond
furnished  by  either  of  the  Companies in respect  of  the  Indemnitors'
obligations  under the CSA, or where procured by either of  the  Companies,
any other bond furnished by any other entity in respect of the Indemnitors'
obligations  under  the  CSA,  and each other insurer  or  re-insurer  with
respect  to the obligations of the Companies hereunder, and if such  entity
is another surety, co-surety, insurer or co-insurer, such entity shall also
have  the  benefit  of  this Agreement and the right  to  proceed  thereon,
provided that nothing contained in this paragraph shall require that either
Company furnish or procure any other bond other than the Bond.

      12.   The Indemnitors shall promptly furnish to the Companies  (a)  a
copy  of  each requisition form delivered to the Owner pursuant to  Section
3.2(a)  of  the  CSA,  (b)  a  copy  of  each  notice  (including,  without
limitation, a notice of the occurrence of an Event of Default) received  in
connection  with  the CSA and (c) a certificate of the Indemnitors,  on  or
within  5  days of the Anticipated Delivery Date (as defined in  the  CSA),
certifying  the  status of the Project (as defined  in  the  CSA),  whether
Completion  (as defined in the CSA) has occurred or when it  is  reasonably
likely  to  occur, and providing salient facts related to such  status  and
Completion.   The Indemnitors shall promptly furnish to the Companies  such
other  information as the Companies may reasonably request relating  to  or
arising out of the Bond, the CSA or this Agreement.

       13.   Without  limitation  of  the  other  provisions  hereof,  each
Indemnitor  agrees  to cooperate with and assist the  Companies  and  their
agents in performing their respective obligations under the Bond (including
their  obligation of performance and completion) and the Indemnitors  shall
take  no  action  the  effect of which would be to  materially  impair  the
ability of the Companies to perform their obligations under the Bond.

       14.   Any  provision  of  this  Agreement  that  is  prohibited   or
unenforceable  in  any  jurisdiction shall, as  to  such  jurisdiction,  be
ineffective  to the extent of such prohibition or unenforceability  without
invalidating  the remaining provisions hereof, and any such prohibition  or
unenforceability in any jurisdiction shall (to the full extent permitted by
law)  not  invalidate or render unenforceable such provision in  any  other
jurisdiction.

      15.  Each agreement or covenant of either Indemnitor contained herein
shall  be  construed  (absent express provision to the contrary)  as  being
independent  of  each other covenant contained herein, so  that  compliance
with any one covenant shall not (absent such an express contrary provision)
be  deemed  to  excuse  compliance with  any  other  covenant.   Where  any
provision  herein refers to action to be taken by any party, or  which  any
party is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such party.

      16.   This  Agreement may be executed in any number of  counterparts,
each  of  which  shall  be  an original but all  of  which  together  shall
constitute  one instrument.  Each counterpart may consist of  a  number  of
copies hereof, each signed by less than all, but together signed by all, of
the parties hereto.

      17.   This Agreement may be amended, and the observance of  any  term
hereof  may  be  waived, with (and only with) the written  consent  of  the
Companies and the Indemnitors.

      18.   THIS  AGREEMENT SHALL BE CONSTRUED AND ENFORCED  IN  ACCORDANCE
WITH,  AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW  OF  THE
STATE OF CONNECTICUT EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF  SUCH
STATE  THAT  WOULD  REQUIRE THE APPLICATION OF THE LAWS OF  A  JURISDICTION
OTHER THAN SUCH STATE.

      19.  EACH INDEMNITOR HAS READ THIS AGREEMENT CAREFULLY.  THERE ARE NO
SEPARATE AGREEMENTS OR UNDERTAKINGS WHICH IN ANY WAY LESSEN THE OBLIGATIONS
OF THE INDEMNITORS AS ABOVE SET FORTH.

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WITNESS: The following signatures as of this _____ day of January, 2000.


Indemnitors:

Falcon Federal Tax ID: 76-0544217

R&B FALCON CORPORATION



By____________________________________________(Seal)
   Name:
   Title:



Attest_______________________________________________
   Name:
   Title:


RBF II Federal Tax ID:

RBF EXPLORATION II INC.



By____________________________________________(Seal)
   Name:
   Title:



Attest_______________________________________________
   Name:
   Title: