EXHIBIT 10.297

                     R&B FALCON CORPORATION
                     STOCK OPTION AGREEMENT

     This Stock Option Agreement ("Agreement") between R&B Falcon
Corporation, a Delaware corporation ("Company") and Dr. Robert L.
Sandmeyer ("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  1998
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
          April  7,  2009 ("Option Period") to purchase from  the
          Company   34,600  shares  ("Option  Shares")   of   the
          Company's Common Stock, at a price equal to $7.031  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   October  7,  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 April 7, 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 April 7, 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 7th day
of April, 1999, effective as of the 7th day of April, 1999.

                              R&B FALCON CORPORATION


                              By: _______________________

                              Paul B. Loyd, Jr. - Chairman


                              OPTIONEE

                              ________________________
                              Dr. Robert L. Sandmeyer