EXHIBIT 10.308

                          R&B FALCON CORPORATION
                          STOCK OPTION AGREEMENT

      This  Stock Option Agreement ("Agreement") is made between R&B Falcon
Corporation,  a  Delaware  corporation ("Company"),  and  Wayne  K.  Hillin
("Optionee") as of May 19, 1999 (the "Effective Date").

                                WITNESSETH:

      WHEREAS,  the Committee which administers the R&B Falcon  Corporation
1999  Employee Long-Term Incentive Plan ("Plan") has selected the  Optionee
to  receive a nonqualified stock option under the terms of the Plan  as  an
incentive  to  the  Optionee to remain in the employ  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.   As  used  herein,  the  terms  set forth  below  shall  have  the
          following respective meanings:

     (a)  "Disability"  means  Disability  as  defined  in  the  Employment
          Agreement; and

     (b)  "Employment  Agreement" means that certain  Employment  Agreement
          dated  March 25, 1998 between the Optionee and the Company.

     (c)  "Replacement  Employment  Agreement"  shall  be  as  defined   in
          Paragraph 18 of this Agreement.

     2.   The  option  awarded hereunder 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 defined herein shall have
          the meanings assigned to such terms in the Plan.

     3.   On  the terms and subject to the conditions contained herein, the
          Company  hereby  grants to the Optionee an option (the  "Option")
          for  a term of ten years ending on May 19, 2009 ("Option Period")
          to  purchase from the Company 16,560 shares ("Option Shares")  of
          the  Company's  Common  Stock, at a price equal  to  $10.062  per
          share.

     4.   This  Option shall not be exercisable, except upon the  death  or
          Disability  of  the  Optionee,  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.

     5.   The Option may be exercised by the Optionee, in whole or in part,
          by  giving  written  notice  to  the  Compensation  and  Benefits
          Department  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 (or to  the
          extent   permitted  by  the  Company,  the  written  instructions
          referred to in the last sentence of this section).  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, or cause to be delivered,  to
          the  Optionee certificates for the number of Option  Shares  with
          respect to which the Option has been so exercised.

     6.   Subject  to  approval  of  the  Committee,  which  shall  not  be
          unreasonably withheld, the Optionee may pay for any Option Shares
          with respect to which the Option 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 in accordance with market
          practice.  The value of the Common Stock so tendered shall be its
          Fair Market Value.

     7.   A.   If  the Optionee's employment with the Company is terminated
          during  the Option Period by the Company for "Cause" (as  defined
          in  the Replacement Employment Agreement) or by the Executive for
          any reason other than (i) death or (ii) "Good Reason" or during a
          "Window  Period"  (in  each  case as "Good  Reason"  and  "Window
          Period"  are  defined  in the Replacement  Employment  Agreement)
          during  the  term  of  the Replacement Employment  Agreement,  as
          extended  from time to time, then (a) the options herein  granted
          to him that are not exercisable on the date of his termination of
          employment shall thereupon terminate, and (b) any options  herein
          granted  to  him  that  are  exercisable  on  the  date  of   his
          termination of employment may be exercised by the Optionee during
          a  three-month period beginning on such date, unless  the  Option
          Period  shall  expire  prior to such date, and  shall  thereafter
          terminate.

          B.   If  the Optionee's employment with the Company is terminated
          during  the  term  of  the Replacement Employment  Agreement,  as
          extended  from time to time, (i) by the Optionee for Good  Reason
          or  during  a  Window Period; (ii) for any reason by the  Company
          other  than  for "Cause" (as defined in the Employment Agreement)
          or  (iii) by reason of death or disability, then (a) the  Options
          granted  to  him  that are not exercisable on the  date  of  such
          termination   of   employment  shall  be   thereupon   be   fully
          exercisable,  and  (b)  all Options then held  by  the  Optionee,
          whether theretofore exercisable or exercisable by reason  of  the
          termination of employment may be exercised by the Optionee during
          the  full remaining term of this Option; provided, however,  that
          all Options granted hereunder shall expire and not be exercisable
          on the first anniversary of the Optionee's death.

     8.   The  Option  shall not be transferable by the Optionee  otherwise
          than as expressly permitted by the Plan.  During the lifetime  of
          the Optionee, the Option shall be exercisable only by her or him.
          No  transfer of the Option 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.

     9.   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.

     10.  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) of the Exchange Act and  the  rules
          promulgated  thereunder.  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.

     11.  Upon  the  acquisition of any shares pursuant to the exercise  of
          the   Option,   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.

     12.  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.

     13.  Unless otherwise provided herein, every notice hereunder shall be
          in  writing  and shall be delivered by hand or 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: Benefits and Compensation Department, at the Company's
          principal office address from time to time.  Any notice given  by
          the  Company to the Optionee directed to him or her at his or her
          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.

     14.  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   8,   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.

     15.  Notwithstanding any of the other provisions hereof, the  Optionee
          agrees that he or she will not exercise the Option, 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.

     16.  This  Agreement is subject to the Plan, a copy of which  will  be
          provided  the  to Optionee upon written request.  The  terms  and
          provisions  of  the  Plan  (including any  subsequent  amendments
          thereto) are incorporated herein by reference.  In the event of a
          conflict  between any term or provision contained  herein  and  a
          term  or  provision  of  the  Plan,   the  applicable  terms  and
          provisions  of the Plan will govern and prevail.  All definitions
          of  words and terms contained in the Plan shall be applicable  to
          this Agreement.

     17.  In  the event of a corporate merger or other business combination
          in  which  the Company is not the surviving entity, the  economic
          equivalent  number of the voting shares of common  stock  of,  or
          participating interests in, the surviving entity,  based  on  the
          terms  of  such  merger or other business combination,  shall  be
          substituted for the number of Option Shares held by the  Optionee
          hereunder, and the exercise price per share set out in  Paragraph
          3  above shall be likewise adjusted, to reflect substantially the
          same  economic  equivalent  value of the  Option  Shares  to  the
          Optionee  prior to any such merger or other business combination.
          In  the event of a split-off, spin-off or creating of a different
          class   of  common  stock  of  the  Company  (including,  without
          limitation,  a  tracking stock), the Optionee  shall  receive  an
          option  to purchase an equivalent number of the shares of  common
          stock or voting interests of such separate entity being split-off
          or  spun-off or of the shares of the new class of common stock of
          the  Company, as if Optionee had owned the shares underlying  the
          Option Shares on the record date for any such split-off, spin-off
          or  creation  of a new class of common stock of the Company,  and
          the  exercise price set out in Paragraph 3 hereof and  applicable
          to  the options to purchase shares or the voting interests of the
          new  entity  being  split-off or spun-off shall  be  adjusted  to
          reflect substantially the same economic equivalent value  of  the
          Option Shares to the Optionee prior to any such split-off,  spin-
          off or creation of a new class of common stock of the Company.

     18.  In  the event Optionee voluntarily relinquishes and releases  the
          Company from its obligations under the Employment Agreement on or
          before June 19, 1999 in consideration of the Company executing  a
          new  employment  agreement with Optionee in  form  and  substance
          satisfactory   to   the  Company  (the  "Replacement   Employment
          Agreement"),  this  Agreement shall  remain  in  full  force  and
          effect.   Otherwise, this Agreement shall be of no further  legal
          effect.

      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


                              _________________________
                              Wayne K. Hillin