EXHIBIT 10.312

                          R&B FALCON CORPORATION
                          STOCK OPTION AGREEMENT

       This   Stock  Option  Agreement  ("Agreement")  between  R&B  Falcon
Corporation,  a Delaware corporation ("Company") and Douglas A.P.  Hamilton
("Optionee"),

                              WITNESSETH:

      WHEREAS,  Optionee, being a duly elected or appointed member  of  the
Board  of  Directors of the Company, is entitled to receive a non-qualified
stock  option  award under the Company's 1999 Director Long-Term  Incentive
Plan ("Plan"), as an incentive to the Optionee to remain a director of  the
Company and contribute to the performance of the Company, on the terms  and
subject to the conditions provided herein;

      NOW  THEREFORE,  for and in consideration of these  premises,  it  is
hereby agreed as follows:

     1.   The Option is issued in accordance with and subject to all of the
          terms,  conditions and provisions of the Plan and  administrative
          interpretations  thereunder, if any, which have been  adopted  by
          the  Committee and are in effect on the date hereof.  Capitalized
          terms  used  (but not otherwise defined herein)  shall  have  the
          meanings assigned to such terms in the Plan.

     2.   On  the terms and subject to the conditions contained herein, the
          Committee hereby grants to the Optionee an option ("Option")  for
          a  term of ten years ending on May 19, 2009 ("Option Period")  to
          purchase from the Company 17,000 shares ("Option Shares") of  the
          Company's Common Stock, at a price equal to $10.0625 per share.

     3.   This  Option  shall  not  be exercisable  until  after  6  months
          immediately following the Effective Date, and thereafter shall be
          exercisable for Common Stock as follows:

          (a)  On  November 19, 1999, this Option shall be exercisable  for
               any  number of shares up to and including, but not in excess
               of,  33-1/3%  of the aggregate number of shares  subject  to
               this Option;

          (b)  On  May  19, 2000, this Option shall be exercisable for  any
               number of shares up to and including, but not in excess  of,
               66-2/3%  of the aggregate number of shares subject  to  this
               Option; and

          (c)  On  May  19, 2001, this Option shall be exercisable for  any
               number  of  shares of Common Stock up to and including,  but
               not  in  excess of, 100% of the aggregate number  of  shares
               subject to this Option;

               provided  the  number  of shares as  to  which  this  Option
               becomes exercisable shall, in each case, be reduced  by  the
               number of shares theretofore purchased pursuant to the terms
               hereof.

     4.   The  Option  herein granted may be exercised by the  Optionee  by
          giving  written  notice to the Secretary of the  Company  setting
          forth  the  number  of Option Shares with respect  to  which  the
          option  is to be exercised, accompanied by payment for the shares
          to  be  purchased  and  any appropriate  withholding  taxes,  and
          specifying  the address to which the certificate for such  shares
          is  to  be  mailed.  Payment shall be by means of cash, certified
          check,  bank draft or postal money order payable to the order  of
          the  Company.  As promptly as practicable after receipt  of  such
          written  notification and payment, the Company shall  deliver  to
          the  Optionee certificates for the number of Option  Shares  with
          respect to which such option has been so exercised.

     5.   Optionee may pay for any Option Shares with respect to which  the
          Option  herein granted is exercised by tendering to  the  Company
          other  shares  of  Common Stock at the time of  the  exercise  or
          partial  exercise  hereof.   The certificates  representing  such
          other shares of Common Stock must be accompanied by a stock power
          duly executed with signature guaranteed.  The value of the Common
          Stock so tendered shall be its Fair Market Value.

     6.   The  Option  herein  granted shall not  be  transferable  by  the
          Optionee  otherwise than as permitted by Section 13 of the  Plan.
          During  the  lifetime  of  the Optionee,  such  Option  shall  be
          exercisable only by him. No transfer of the Option herein granted
          shall  be effective to bind the Company unless the Company  shall
          have  been  furnished with written notice thereof and a  copy  of
          such  evidence as the Committee may deem necessary  to  establish
          the validity of the transfer and the acceptance by the transferee
          or transferees of the terms and conditions hereof.

     7.   The  Optionee shall have no rights as a stockholder with  respect
          to  any Option Shares until the date of issuance of a certificate
          for  Option  Shares purchased pursuant to this Agreement.   Until
          such time, the Optionee shall not be entitled to dividends or  to
          vote at meetings of the stockholders of the Company.

     8.   The  Company  may make such provisions as it may deem appropriate
          for  the withholding of any taxes which it determines is required
          in  connection with the option herein granted.  The Optionee  may
          pay  all  or any portion of the taxes required to be withheld  by
          the  Company  or  paid  by the Optionee in  connection  with  the
          exercise  of all or any portion of the option herein  granted  by
          electing to have the Company withhold shares of Common Stock,  or
          by  delivering previously owned shares of Common Stock, having  a
          Fair Market Value equal to the amount required to be withheld  or
          paid.  The Optionee must make the foregoing election on or before
          the  date  that  the amount of tax to be withheld  is  determined
          ("Tax  Date").  Any such election is irrevocable and  subject  to
          disapproval by the Committee.  If the Optionee is subject to  the
          short-swing profits recapture provisions of Section 16(b) of  the
          Exchange Act, any such election shall be subject to the following
          additional restrictions:

          (a)  Such election may not be made within six months of the grant
               of  this  option,  provided that this limitation  shall  not
               apply in the event of death or disability.

          (b)  Such election must be made either in an Election Window  (as
               hereinafter  defined)  or  at such  other  time  as  may  be
               consistent with Section 16(b)(3) of the Exchange Act.  Where
               the  Tax  Date  in respect of the exercise  of  all  or  any
               portion of this Option is deferred until after such exercise
               and  the Optionee elects stock withholding, the full  amount
               of  shares of Common Stock will be issued or transferred  to
               the  Optionee upon exercise of this Option, but the Optionee
               shall  be  unconditionally obligated to tender back  to  the
               Company  on  the Tax Date the number of shares necessary  to
               discharge  with respect to such Option exercise the  greater
               of  (i) the Company's withholding obligation and (ii) all or
               any portion of the holder's federal and state tax obligation
               attributable to the Option exercise.  An Election Window  is
               any  period  commencing on the third business day  following
               the  Company's  release  of a quarterly  or  annual  summary
               statement  of sales and earnings and ending on  the  twelfth
               business day following such release.

     9.   Upon  the  acquisition of any shares pursuant to the exercise  of
          the  Option  herein granted, the Optionee will  enter  into  such
          written representations, warranties and agreements as the Company
          may  reasonably  request  in  order  to  comply  with  applicable
          securities laws or with this Agreement.

     10.  The  certificates  representing the Option  Shares  purchased  by
          exercise of an option will be stamped or otherwise imprinted with
          a  legend in such form as the Company or its counsel may  require
          with  respect to any applicable restrictions on sale or transfer,
          and  the stock transfer records of the Company will reflect stop-
          transfer  instructions,  as appropriate,  with  respect  to  such
          shares.

     11.  Unless otherwise provided herein, every notice hereunder shall be
          in  writing  and shall be given by registered or certified  mail.
          All  notices  of  the  exercise by the  Optionee  of  any  option
          hereunder shall be directed to R&B Falcon Corporation, Attention:
          Secretary, at the Company's then current address of its principal
          office.  Any notice given by the Company to the Optionee directed
          to him at his address on file with the Company shall be effective
          to bind any other person who shall acquire rights hereunder.  The
          Company  shall  be under no obligation whatsoever to  advise  the
          Optionee of the existence, maturity or termination of any of  the
          Optionee's rights hereunder and the Optionee shall be  deemed  to
          have  familiarized himself with all matters contained herein  and
          in  the  Plan  which may affect any of the Optionee's  rights  or
          privileges hereunder.

     12.  Whenever  the  term "Optionee" is used herein under circumstances
          applicable to any other person or persons to whom this Award,  in
          accordance   with  the  provisions  of  Paragraph   6,   may   be
          transferred, the word "Optionee" shall be deemed to include  such
          person  or  persons.  References to the masculine  gender  herein
          also include the feminine gender for all purposes.

     13.  Notwithstanding any of the other provisions hereof, the  Optionee
          agrees  that he will not exercise the option herein granted,  and
          that  the  Company  will not be obligated  to  issue  any  shares
          pursuant to this Agreement, if the exercise of the option or  the
          issuance  of  such  shares  of Common Stock  would  constitute  a
          violation  by the Optionee or by the Company of any provision  of
          any  law  or  regulation  of any governmental  authority  or  any
          national securities exchange.

     IN  WITNESS WHEREOF, this Agreement is executed this 19th day of  May,
1999, effective as of the 19th day of May, 1999.

                              R&B FALCON CORPORATION


                              By: _______________________

                              Paul B. Loyd, Jr. - Chairman


                              OPTIONEE

                              ___________________________
                              Douglas A.P. Hamilton