EXHIBIT 10.11

Bank One                                                BANK1ONE
APPLICATION AND AGREEMENT FOR
IRREVOCABLE STANDBY LETTER OF CREDIT
                                          Date:  August 30, 1999

TO:  Bank One Louisiana, N.A.            ("Issuer")
              201 St. Charles Street, 28th Floor
              New Orleans, Louisiana  70170

Please issue an Irrevocable Standby Letter of Credit as set forth
below and  forward same to your correspondent for delivery to the
Beneficiary  or,  at  your  option,  forward same directly to the
Beneficiary by:

Delivery to Relationship Manager

Advising Bank (Name and Address)    For account of Applicant(s)
(Issuer use only unless             (Name and Address)
 Applicant designates               R & B Falcon Corporation
 advising bank)                     901 Threadneedle
                                    Houston, Texas 77079
   N/A                              Phone 281-496-5000


To Beneficiary (Name and Address)   Amount: (Figures) $50,000,000.00
                                    (In Words) Fifty Million and
                                               No/100 Dollars
Insert Rider 1 from Exhibit A attached
        hereto

                                    Expiry Date: September ___,2004
                                    at the counters of the Banc One
                                    LC Processing Center, Dallas, Texas

Available against Beneficiary's draft(s) at sight drawn on Issuer
and accompanied by the following documents:

Original of Beneficiary's manually signed statement stating that:

     See attached form of letter of credit (Exhibit B hereto)


(Complete only when the Beneficiary's bank or correspondent is to
issue its guarantee or undertaking based on the Issued Standby
Letter of Credit)

Request Beneficiary's bank to issue and deliver their_________
(specify type of bid or performance bond, guarantee, undertaking,
or other)

     In favor of   (Name/Attention):
                   (Address/Street):
                     (Address/City):
                          (Country):
                    (Telephone/Fax):

For  an  amount  not exceeding that specified  above,  effective
immediately and expiring at their office on ____________________
covering________________________________________________ .
        (specify number of bid or performance bond. etc.)


Partial drawings permitted? [  ] Yes [x] No

If  drawings are allowed in installments within given periods and
no  drawing  is  made  for an installment within  the  applicable
period,  the  Letter  of Credit, [] is [] is  not  available  for
subsequent installments.

All banking charges other than Issuer's are for   [ ] Beneficiary
[x] Applicant.

We  hereby  certify that transactions covered by the  Application
are  not  prohibited under the Foreign Assets Control Regulations
of  the  United  States Treasury Department or the Department  of
Commerce,   Export  Administration  Regulations  and   that   any
transaction covered by this Application conforms in every respect
with  all  existing United States Government and other applicable
regulations.

We  hereby  authorize  you  to issue this  Letter  of  Credit  in
substantially  the form attached hereto as Exhibit  B  with  such
variations  from the above terms as you may, in your  discretion,
determine are necessary and are not materially inconsistent  with
this  Application.  The Letter of Credit to be  opened  hereunder
will  be  subject  to  the  Uniform  Customs  and  Practice   for
Documentary  Credits (1993 Revision).  International  Chamber  of
Commerce  Publication  No. 500, except that  as  to  matters  not
governed  by  the Uniform Customs and Practice, the laws  of  the
State  o  New York shall apply.  By signing at the place provided
on  the last page of the Application and Agreement, the Applicant
agrees to the terms and conditions set forth in the Agreement  on
the reverse side of this Application and the following pages.



                          AGREEMENT FOR
                    STANDBY LETTER OF CREDIT

The   undersigned  ("Applicant")  agrees  with  Issuer  that   in
consideration of the issuance of each irrevocable standby  letter
of credit (a "Credit") at the request of Applicant. the following
terms  and  conditions will govern each such Credit, unless  they
are  expressly changed In the Credit or the Application  for  the
Credit, as approved by Issuer, and, with regard to the provisions
of  Section 6 and 7 herein, regardless of whether the  Credit  or
the Application provide otherwise:

1.  REIMBURSEMENTS. Applicant agrees to pay on  demand,  in  U.S.
dollars,  to  Issuer at the Banc One LC Processing  Center,  1717
Main  Street  (11 Ith Floor), Dallas, Texas, the amount  of  each
draft  drawn  under or purporting to be drawn under  the  Credit.
Demand  may  be  made in advance of payment  at  the  request  of
Issuer.

2. FEES AND INTEREST. Applicant agrees to pay Issuer:
   (a) On   demand,  Issuer's  customary  commissions   and  fees
       in  effect  from time to time and all costs and  expenses,
       including reasonable attorneys' fees. paid or incurred  by
       Issuer   in   connection   with  the   administration   or
       enforcement  of  this  Agreement or the  Credit.  and  any
       adviser,  confirmer or other nominated person's  fees  and
       costs  that   are   chargeable  to  or  paid  by  Issue in
       connection with this Agreement on the Credit.
   (b) Interest  on   all   sums   advanced  by  Issuer   without
       reimbursement by Applicant  at the per annum rate equal to
       the lesser of
       (i) eighteen percent (18%) or
       (ii)  the  Prime  Rate  on  the  date  of advance  by  the
       Issuer,  provided  that such rate of  interest  shall  not
       exceed  the maximum rate of interest which may be  charged
       under  applicable  law. The "Prime Rate"  shall  mean  the
       rate  of  interest announced by the Issuer  from  time  to
       time  as  its  prime rate for interest rate determinations
       (which  may or may not be the lowest interest rate charged
       by such bank), to be computed for actual days unpaid on  a
       360-day year basis;
   (c) In  the  event  any  change  in any law or regulation,  or
       in  any  interpretation  by  court  or  administrative  or
       governmental  authority  charged with  the  administration
       thereof shall either:
       (i)  impose,  modify  or  make   applicable  any  reserve,
       special  deposit, or similar requirement  against  letters
       of credit issued by the Issuer; or
       (ii)  impose on  Issuer  any other   condition   regarding
       this Agreement or the Credit;
       and  the  result  of  any  event  referred  to above shall
       be   to  increase  the  cost  to  Issuer  of  issuing   or
       maintaining  the  Credit,  then  upon  demand  by  Issuer,
       Applicant   shall   immediately  pay   to   Issuer,   such
       additional  amounts as shall, in the judgment  of  Issuer,
       be  sufficient  to  compensate Issuer for  such  increased
       cost, together with interest on each such amount from  the
       date  demanded until payment In full at the rate  provided
       in  subsection (b) above; and Insert Rider 2 from  Exhibit
       A attached hereto.

3. PAYMENTS.
   (a) Payments  due  from  Applicant  hereunder  shall  be  made
       without  withholding, deduction, or set-off and  shall  be
       made  free  and  clear  of  any  taxes  other  than  taxes
       directly imposed on Issuer.
   (b) To   effect   any   payment   due   hereunder,   Applicant
       authorizes Issuer to debit any account that Applicant  may
       have  with Issuer or any direct or Indirect subsidiary  of
       BANK  ONE  CORPORATION (each such subsidiary  referred  to
       herein as "Banc One Affiliate").

4. REPRESENTATIONS AND WARRANTIES.  In order to induce  Issuer to
   issue the Credit, Applicant:
   (a) Represents  and  warrants  to  Issuer that each  financial
       statement of Applicant furnished to Issuer was correct and
       complete and truly presented  the  financial condition  of
       Applicant as of the date thereof and,  since the  date  of
       the last  such  financial  statement, there  has  been  no
       material  adverse  change  in  the  financial condition of
       Applicant, and
   (b) Makes   to  Issuer  the   following   representations  and
       warranties:
       (i) Applicant is (check one); [x] A corporation  organized
       under the laws of the State of Delaware
       (ii)  Applicant has the power and is  duly  authorized  to
       execute  and  deliver  this  Agreement and is and will  be
       duly  authorized  to execute and deliver each  Application
       for  a  Credit  and each collateral document furnished  to
       Issuer   in   connection  with  the  Credit  or   in   the
       Application   for   the  Credit.  This   Agreement,   each
       Application  for the Credit and each document creating  or
       granting   a   security   interest   in   Collateral   (as
       hereinafter  defined), when executed and  delivered,  will
       constitute   the   valid   and  binding   obligations   of
       Applicant,  enforceable in accordance  with  their  terms,
       except  as  limited by bankruptcy. insolvency  or  similar
       laws  of general application affecting the enforcement  of
       creditors' rights generally and except to the extent  that
       general  principles  of equity might affect  the  specific
       enforcement   of   this  Agreement  or   such   collateral
       documents.
       (iii)  There is no litigation or administrative proceeding
       pending or threatened against Applicant  which  might,  if
       adversely   determined,   materially   affect  Applicant's
       ability to perform its obligations under  this Agreement
       (iv)  No  default  exists,  nor  has  any  event,  act  or
       omission occurred which, with the giving of notice or  the
       passage  of  time,  would constitute a default  under  any
       instrument   or  agreement  evidencing  or  securing   any
       indebtedness or liability of Applicant to any person.
       (v)  Applicant has  no  indebtedness  for  borrowed money,
       nor  any  obligation  contingent  or  otherwise, directly
       or  indirectly guaranteeing  or  in  any  manner providing
       for the payment of the indebtedness of  another,    except
       those disclosed on the  most  recent  financial statements
       of   Applicant   furnished   to   Issuer  and  except  for
       endorsements  for  collection  or deposit in the  ordinary
       course of business.
       (vi) Applicant  has  good  and  marketable  title  to  all
       of  the Collateral (as hereinafter defined), subject to no
       lien,  security Interest, mortgage, encumbrance or  charge
       of any kind except as provided herein.

5. COVENANTS.  Applicant  agrees  that  so  long  as  drawing  is
   available   under   the  Credit,  and  until  Issuer  has been
   reimbursed  for  all  drafts  honored by  it under any Credit,
   Applicant  will comply in a timely manner with:
   (a) Its   obligations  hereunder  and   under   all   security
       agreements,  mortgages,  deeds of  trust,  or  assignments
       securing  the Obligations as defined In Section 8,  herein
       and
   (b) The following covenants:
       (i) Applicant   shall   furnish  to  Issuer such financial
       information  regarding Applicant as Issuer may  from  time
       to    time    reasonably   request   and   shall    permit
       representatives  of  Issuer  to  visit  and  inspect   the
       properties  and  books and records  of  Applicant  at  any
       reasonable  time  and  as  often  as  may  reasonably   be
       desired.
       (ii) Applicant shall pay all lawful taxes, assessments and
       governmental charges upon it  or  against  its  properties
       prior  to  the date  of  which  penalties   attach, unless
       and to the extent only that the same  shall be   contested
       in  good  faith   and   by   appropriate  proceedings.
       (iii) Applicant   shall  not  sell,  lease,  transfer   or
       otherwise  dispose  of  all  or  a substantial part of its
       assets  (other  than  sales made in the ordinary course of
       business).
       (iv) If  Applicant  is  a  corporation,  Applicant   shall
       maintain  its  corporate  existence   and  not  merge   or
       consolidate with or into any other corporaiton.

6. RESPONSIBILITY OF ISSUER
   (a) Delivery  to  Issuer  or  any of its correspondents of any
       documents  purporting  to  comply with the requirements of
       the Credit shall be sufficient evidence of  the  validity,
       genuineness and sufficiency thereof and of the good  faith
       and  proper performance of drawers and user of the Credit,
       their   agents   and   assignees,   and   Issuer  and  its
       correspondents  may  rely  thereon  without  liability  or
       responsibility   with   respect   thereto,   even  if such
       documents should in  fact  prove  to  be  in  any  or  all
       respects invalid,  insufficient, fraudulent or forged.
   (b) Issuer is  expressly  authorized and directed to honor any
       request for payment which is  made under and in compliance
       with  the  terms of  the  Credit  without  regard  to, and
       without  any  duty  on Issuer's  part to inquire into, the
       existence  of any   disputes  or   controversies   between
       Applicant,  any  beneficiary  of  the Credit or  any other
       person, firm  or  corporation or  the  rights,  duties  or
       liabilities of any of them.
   (c) Issuer shall not be liable to Applicant or any third party
       for:
       (i) the use which may be made of the Credit or for any act
       or omission of any beneficiary thereof,
       (ii) any delay in giving or failing to give any notice,
       (iii)  any  error,  neglect  or  default  of  any  of  its
       correspondents,
       (iv)  the  validity,  sufficiency  or  genuineness of  any
       document assigning or purporting  to assign  the Credit or
       any benefits thereunder or any act in  reliance thereon,
       (v)   errors  in  translation  or  in  the  interpretation
       of any of the terms of the Credit, or
       (vi)  errors,  delays,  misdeliveries  or  losses  in  the
       transmission  of notices and communications  by  means  of
       SWIFT,  electronic mail, telex, twx, tefecopy, telefax  or
       computer  generated  telecommunications  or  documents  or
       items  forwarded  in connection with  the  Credit  or  any
       relevant draft.
   (d) Any   action   taken   or   omitted   by   Issuer  or  its
       correspondents   in  connection  with  the   Credit,   any
       instructions  of  Applicant or any  drafts,  documents  or
       merchandise relative thereto shall, if in good  faith,  be
       conclusively  deemed  authorized  by  Applicant,   whether
       expressly so or not.
   (e) If  the  Credit  shall  have  been  requested by Applicant
       for  the  accommodation of a third party, any instruction,
       consent,  approval and other action or  inaction  of  such
       third  party  with respect to the Credit  or  transactions
       thereunder  shall be deemed to be the act or  omission  of
       Applicant  for  all purposes hereof, and Issuer  shall  be
       entitled to rely thereon.

7. LIMITATION ON LIABILITY. Specifically, but without limitation,
   Issuer shall not be responsible to Applicant for, and Issuer's
   rights and remedies against Applicant shall not be impaired by:
   (a) Insert Rider 5 from Exhibit A attached hereto.
       (i) the  New York  Uniform  Commercial Code or the Uniform
       Customs  and Practice  for   Documentary   Credits   (1993
       Revision), International  Chamber of Commerce  Publication
       No. 500 (the "Uniform Customs"),
       (ii) the law  or  published  practice  rules  to which the
       Credit is subject,
       (iii)  an applicable   standard  practice  of  banks  that
       regularly issue letters of credit,
       (iv)  an applicable  order,  ruling,  or regulation of any
       court, arbitrator, or government agency,
       (v) a published statement or interpretation on a matter of
       applicable standard bank practice, or
       (vi) an opinion  received from Issuers  legal counsel on a
       matter of law or from  an  expert engaged by Issuer ' on a
       matter of practice,
   (b) Honor   of   any  presentation   that   substantially   or
       reasonably complies with the terms and conditions  of  the
       Credit, even   if  the  Credit  requires  strict colateral
       compliance by the beneficiary,
   (c) Honor of a nonnegotiable or informal  or  unmarked  demand
       or   of   a   demand   by   the   beneficiary    presented
       electronically,  even  if  the Credit  requires  that  the
       beneficiary's demand be in the form of a draft and  states
       that it is drawn under the Credit,
   (d) Honor of documents signed or presented by or on behalf of,
       or  requesting payment  to,  the  beneficiary's  purported
       successor by operation of law,
   (e) Honor  of  a  presentation  without  regard  to  any  non-
       documentary condition(s) in the Credit,
   (f) Honor  or  other recognition of  a  presentation  or
       other  demand  that later is determined to  have  included
       forged  or  fraudulent  documents or  that  was  otherwise
       affected by the fraudulent, bad faith, or illegal  conduct
       of  the  beneficiary  or other person (excluding  Issuer's
       employees),  including  payment to a person who  later  is
       determined  to have forged the signature of a beneficiary,
       nominated bank, or assignee of letter of credit proceeds,
   (g) Honor  of  a  presentation  up  to  the  amount  available
       under  the  Credit  against  a draft  or  other  documents
       claiming amount(s) in excess of the amount available,
   (h) Reimbursement of a  nominated  bank  that  does  not  give
       value  or that misrepresents the basis on which it  claims
       reimbursement, or
   (i) Dishonor  of  any  presentation  that  does  not  strictly
       comply  or  that is fraudulent, forged, or  otherwise  not
       entitled to honor.

8. SECURITY  INTEREST.   As   security   for   the   prompt   and
unconditional  payment  of  all  obligations  and  liabilities of
Applicant  to  Issuer and all Issuer's claims against  Applicant,
whether  arising or incurred under this Agreement  or  otherwise,
whether  now existing or hereafter incurred, and whether  now  or
hereafter   owing  to  or  acquired  in  any  manner  by   Issuer
("Obligations"),  Applicant  hereby  grants  to  Issuer  a  first
priority  security  interest in Applicant's  present  and  future
rights in Insert Rider 3 from Exhibit A attached hereto.

Applicant agrees to sign and/or deliver to Issuer, upon  Issuer's
request,  such  security agreements, mortgages, deeds  of  trust,
assignments,  documents, instruments or financing  statements  as
Issuer  may  require to perfect, register or  record  a  security
interest in any item of Collateral or to foreclose upon any  such
item and to reimburse Issuer for all costs relating thereto.

Issuer   may,  at  its  option,  require  Applicant  to   provide
additional  security  for the Obligations, whether  caused  by  a
decline  in  the value of the existing Collateral  or  any  other
reason.  The  Obligations  of  Applicant  are  secured   by   all
Collateral  provided  for under this Agreement  as  well  as  any
additional security furnished to Issuer now or hereafter pursuant
to  any  and  all security agreements, mortgages, and assignments
executed by Applicant in favor of Issuer.

Upon  the  occurrence  of  any Event of Default,  as  hereinafter
defined, Issuer may, upon ten calendar days' prior written notice
where notice is required by law, Sell or in any other way collect
or  realize upon any part of the Collateral. Any such sale may be
public  or  private  and  at any such  sale  Issuer  may  be  the
purchaser of the property sold. Applicant shall remain liable  to
Issuer  for  any  deficiency of the net proceeds in  meeting  the
Obligations. Applicant further agrees to reimburse Issuer for all
expenses  (including  attorneys'  fees)  incurred  by  Issuer  in
selling  or  otherwise realizing upon or attempting  to  sell  or
realize upon any item of Collateral.

For  purposes of this Section 8, the term "Issuer" shall  include
Issuer and any Banc One Affiliate.

9.  COMPLIANCE  WITH LAWS. Applicant agrees to  comply  with  all
applicable foreign and domestic laws and regulations with respect
to the transaction covered by the Credit.

10.  POWER OF ATTORNEY. Applicant irrevocably appoints Issuer its
attorney   in  fact  to  execute,  in  the  name  of   Applicant,
assignments,  endorsements or other instruments or  documents  of
any  kind  or  description coming into the possession  of  Issuer
under  a  Credit or instructions of Applicatn, to execute,  file,
register  or  record any document or instrument and  to  do  such
other  acts  as  Applicant may be required to do hereunder,  upon
failure of Applicant to so act.

11. EVENTS OF DEFAULT. If any one or more of the following Events
of Default shall occur;
   (a) Applicant  fails  to  comply  with  any  of the provisions
       of  this  Agreement or of any security documents  referred
       to in Section 8; or
   (b) Applicant  dies,  ceases to exist, becomes insolvent or is
       the subject  of bankruptcy or insolvency proceedings; or
   (c) Any  representation  by  Applicant  in  the  Agreement  or
       otherwise,  made to induce Issuer to issue the Credit,  is
       incorrect in any material respect when made; or
   (d) Applicant defaults in any other obligation owing to Issuer
       or to any Banc One Affiliate; or
   (e) Any other event occurs which causes Issuer, in good faith,
       to deem itself insecure;
then, all  of  the  Obligations  shall, at  Issuer's  option  and
without notice  or demand, mature and become  immediately due and
payable, with interest at the  per  annum  rate  which  is  three
percentage points in excess of  the  Base Rate  as herein defined
(provided such interest rate  does not  exceed  the  maximum rate
of interest  which  may  be   charged  under applicable law), and
Issuer shall have  all  rights  and remedies for default provided
in the  security   documents  described in Section 8, as well  as
applicable law.


12.  INDEMNITY. Applicant hereby agrees to indemnify  Issuer  and
its  officers, employees, agents and correspondents  against  any
loss, cost, damage, expense (including any reasonable charges for
legal  services), and/or liability whatsoever which they, or  any
of  them,  may  sustain or incur on account of  Issuance  of  the
Credit,  payment  or  acceptance of any draft  relative  thereto,
refusal or failure to pay or accept any such draft, any action or
inaction respecting the Credit. instructions of Applicant  or  an
accommodated party, drafts, documents or merchandise relative  to
the  Credit  or  any  action  or  inaction  in  reliance  on  the
provisions hereof; except that,  Applicant  shall  have  a  claim
against Issuer, and Issuer shall be liable to Applicant,  to  the
extent,  but  only  to the extent of any direct,  as  opposed  to
consequential,  damages  suffered by  Applicant  which  Applicant
proves  were caused by

 (a) issuer's   willful   misconduct  or  gross    negligence  in
     determining  whether  documents  presented  under  a  Credit
     comply with the terms of the Credit, or
 (b) Issuer's willful failure to pay under the Credit  after  the
     presentation  to  it  by the beneficiary of the Credit  of a
     draft  and  documentation  strictly  corn with the terms and
     conditions  of the Credit.

13. CROSSED OUT

14.  WAIVER. TO THE EXTENT THE PREVIOUS SECTION DOES NOT RESTRICT
A PARTY'S ABILI TY TO EMPLOY JUDICIAL REMEDIES. ISSUER,
APPLICANT,   CORRESPONDENT   AND  EACH   GUARANTOR   VOLUNTARILY.
IRREVOCABLY  AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE  A  JURY
PARTICIPATE  IN  RESOLVING  ANY  DISPUTE,  WHETHER  SOUNDING   IN
CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT  OF,
IN  CONNECTION WITH, RELATED TO, OR INCIDENTAL TO A CREDIT.  THIS
APPLICATION  ANDIOR  ANY DOCUMENT EVIDENCING  AND/OR  SECURING  A
CREDIT OR THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
TO ISSUER AGREEING TO ENTER INTO THIS AGREEMENT AND ISSUE CREDITS
HEREUNDER.

15.  LIMITATION  OF  INTEREST AND OTHER  CHARGES.  Applicant  and
Issuer  intend to conform strictly to the applicable  usury  laws
now or hereafter in force with respect to this Agreement. To such
end:
   (a) the  aggregate   of   all  interest   and   other  charges
       constituting  interest  under such applicable  usury  laws
       and  contracted for, chargeable or receivable  under  this
       Agreement  shall  never  exceed  the  maximum  amount   of
       interest,  nor  produce a rate in excess  of  the  maximum
       contract  rate  of Interest, that Issuer is authorized  to
       charge Applicant under such applicable usury laws;
   (b) if  any  excess  interest  is  provided  for, it shall  be
       deemed  a mistake, and the excess shall, at the option  of
       Issuer,  either  be refunded to Applicant or  credited  on
       the  unpaid  principal  balance of Issuer's  reimbursement
       obligation,  and  this  Agreement shall  be  automatically
       reformed  to  permit only the collection  of  the  maximum
       legal  contract rate and the maximum amount  of  interest,
       and
   (c) in  determining  the  maximum  amount  of  interest   that
       Issuer  may  charge  to Applicant, all interest  shall  be
       amortized, prorated, allocated and spread over the  entire
       term   of   Applicant's   reimbursement   obligation   (as
       extended,  if applicable) to the full extent permitted  by
       applicable  usury  laws. Reference herein  to  usury  laws
       shall  also include any applicable federal or state  usury
       statutes  or  laws  from time to time  in  effect  to  the
       extent  the  same  may  govern  and  control  transactions
       covered hereunder.

16.  CROSSED OUT.

17.  CROSSED OUT.

18.  NONWAIVER.  Issuer shall have no duty to exercise any rights
hereunder   or  otherwise  with  respect  to  any  documents   or
instruments  relative to the Credit and shall not be  liable  for
any failure or delay in doing so.  Issuer shall not be deemed  to
have  waived any of its rights hereunder unless Issuer shall have
signed such waiver in writing.

19.   NOTICES AND COMMUNCIATIONS.  Any notice or demand to either
party  given  by  the other party shall be deemed  to  have  been
delivered  when  deposited  in  the  mail  or  transmitted  by  a
telegraph,  telex or facsimile to the last address of such  party
which   has  previously  been  furnished  to  such  other  party.
Applicant  acknowledges and agrees that,  at  the  discretion  of
Issuer,   Issuer   may   accept  and/or  transmit   notices   and
communciaiton under the Application and this Agreement (including
issuance  of  the  Credit)  by means of SWIFT,  electronic  mail,
telex,    twx,   telecopy,   telefax   or   computer    generated
telecommunications.

20. MISCELLANEOUS.
   (a) If  this  Agreement  is  signed  by  more  than one party,
       Applicant' shall be deemed to refer to all  of  the  under
       resigned,  all  Obligations of Applicant hereunder   shall
       be  joint and several and the liabilities of each shall be
       absolute  and  unconditional. regardless of the  liability
       of any other party hereto.
   (b) THIS  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND   CONSTRUED
       IN  ACCORDANCE WITH, THE LAWS OF THE STATE  OF  NEW  YORK.
       Except  as otherwise expressly provided herein or  in  the
       Credit,  Issuer may rely for Interpretation of the  Credit
       or  Instructions  or documents related thereto  or  issued
       under  or in purported compliance with the above,  on  the
       Uniform Customs.
   (c) The  invalidity   or  unenforceability   of  any provision
       or  portion of this Agreement or any instrument, document.
       or  agreement executed or made pursuant to or by virtue of
       this   Agreement,  shall  not  affect  the   validity   or
       enforceability of any other provision or portion.
   (d) This   Agreement  may  only  be  amended upon the  written
       consent of all the parties hereto.
   (e) This  Agreement  confers  no  right  or  benefit upon  any
       person other than the parties to this Agreement and  their
       respective successors and assigns.
   (f) Applicant  agrees  that  in  the  event  of any  extension
       of  the  maturity  or  time  for presentation  of  drafts,
       acceptances  or  documents, or any other  modification  of
       the  terms of the Credit, or in the event of any  increase
       in  the  amount  of  the Credit, this Agreement  shall  be
       binding  upon  Applicant  with regard  to  the  Credit  so
       increased or otherwise modified, to drafts, documents  and
       property  covered  thereby, and to  any  action  taken  by
       Issuer  or  any  of its correspondents in accordance  with
       such extension, increase or other modification.

21. DURATION AND EFFECT OF AGREEMENT. This Agreement shall remain
in  full  force  and  effect until such  time  as  Applicant  has
discharged  in  full  its  go ons hereunder  Notwithstanding  the
foregoing  sentence,  if  the Credit is  issued  in  favor  of  a
sovereign  or commercial entity which Is to Issue a guarantee  or
undertaking  on  Applicant's behalf in connection therewith,  the
Applicant shall remain liable on the Credit until Issuer Is fully
released  in  writing  by such entity. This  Agreement  shall  be
binding  upon  Applicant,  its  successors  and assigns and shall
inure to the  benefit  of  Issuer,  Its  successors  and assigns.
Issuer  may  grant  participations   in  this Agreement  and  the
Credit  issued  hereunder to one or  more financial Institutions.

22. EFFECT OF OTHER AGREEMENT. If Applicant is a party to another
financial  agreement with the Issuer or any Banc One  Affiliates,
and  such other financial agreement provides for the issuance  of
standby  letters  of  credit on behalf  of  Applicant,  then  the
provisions  of such other financial agreement as they  relate  to
letters  of credit shall prevail over any inconsistent provisions
of this Agreement.

23. BANC ONE AFFILIATES. Applicant hereby authorizes and consents
to the issuance of Credits her . sunder by any Banc One Affiliate
acting  at the direction of the Issuer. In such event,  once  the
Issuer has funded draws under any such Credit, it shall have  the
right, remedies security Interests and
other  liens  provided herein to Issuer, and Applicant  shall  be
obligated to make the payments due Issuer herein as if the Issuer
had issued the Credit.

EXCEPT  AS PROVIDED FOR HEREIN, THIS WRITTEN AGREEMENT REPRESENTS
THE  FINAL  AGREEMENT   BETWEEN THE PARTIES WITH RESPECT  TO  ITS
SUBJECT MATTER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF  PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

THIS  AGREEMENT  IS  SUPPORTED BY OTHER SECURITY  DOCUMENTS.   IF
OTHER  SECURITY  DOCUMENTS, INDICATE TYPE OF COLLATERAL:   Insert
Rider 4 from Exhibit A attached hereto.

APPLICANT:

R & B FALCON CORPORATION
Printed Name of Applicant

By:
    -----------------------
    Authorized Signataure - Title

By:  Executive Vice President and
        Chief Financial Officer
    -----------------------
    Authorized Signature - Title

I/We Authorize you to debit for payment and charges

Account Number:

BANK ONE LOUISIANA, N.A.

By:

Name (Please Print):

Title:

Officer's Number:

Officer's Cost Center:

Branch Name:

Phone Number:




                           EXHIBIT "A"
                Attached to and Forming a Part of
                  Application and Agreement for
              Irrevocable Standby Letter of Credit
                  dated August 30, 1999 between
                    Bank One Louisiana. N.A.
                   and R&B Falcon Corporaiton


Rider 1:

Wilmington Trust Company,
 not in its individual capacity but solely as
 Charter Trustee under Charter Trust Agreement
 (Deepwater Charter Trust 1999-A)
 dated as of August 31, 1999
Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890
Attention Corporate Trust Administration

Rider 2:

(d)  Applicant shall pay to Issuer a letter of credit fee at the
     rate of 0. 15% per annum (calculated for the actual number
     of days elapsed on the basis of a year consisting of 360
     days) on the average daily undrawn amount of the Credit,
     such fee to be payable in arrears on the last day of each
     March, June, September and December hereafter and on
     the date on which the Credit is terminated or expires in
     accordance with its terms.



Rider 3:

the account and other Collateral covered by that certain Pledge
Agreement dated as of August 30, 1999 between Applicant and
Issuer.


Rider 4:

Pledge Agreement dated as of August 30, 1999 between Applicant
and Issuer


Rider 5:

(a) actions which Issuer takes, or any inaction by Issuer,
pursuant to or in accordance with:



                           EXHIBIT "B"
                Attached to and Forming a Part of
                  Application and Agreement for
              Irrevocable Standby Letter of Credit
                  dated August 30, 1999 between
                     Bank One Louisiana, NA
                   and R&B Falcon Corporation

              FORM OF LETTER OF CREDIT TO BE ISSUED

            BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
                         TIN 72-0279635
                  1717 MAIN STREET, 11 TH FLOOR
                       DALLAS, TEXAS 75201
                    TELEPHONE: 1-800-924-5435

                    TRANSFERABLE IRREVOCABLE
                  STANDBY LETTER OF CREDIT NO.

DATE OF ISSUE:                    DATE AND PLACE OF EXPIRY:
AUGUST 30,1999                    APRIL 28, 2004, IN DALLAS, TEXAS

APPLICANT:                        AMOUNT:
R&B FALCON CORPORATION            FIFTY MILLION DOLLARS ($50,000,000)
TIN 76-0544217
901 Threadneedle
Houston, Texas 77079
Tel: (281) 496-5000
Fax: (281) 496-0285

BENEFICIARY:
WILMINGTON TRUST COMPANY,
 not in its individual capacity but solely as
 Charter Trustee under Charter Trust Agreement
 (Deepwater Charter Trust 1999-A)
 dated as of August 31, 1999
I 100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Tel: (302) 651-1000
Fax: (302) 651-8882

Ladies and Gentlemen:

    At the  request,  on  the  instructions and for the account of
R&B  Falcon  Corporation (the  "Applicant"),  Bank One, Louisiana,
National   Association   hereby   establishes   its   Transferable
Irrevocable  Standby  Letter  of   Credit  No. ___________________
("Letter  of Credit") in favor of Wilmington  Trust Company,   not
in   its  individual capacity but solely as Charter Trustee  under
Charter Trust Agreement (Deepwater Charter Trust 1999-A) dated  as
of  August  31,  1999  (the "Charter Trust Agreement")  among  the
persons  from  time  to time party thereto as  Beneficial  Owners,
Wilmington Trust Company, not in its individual capacity except as
expressly  stated  therein, but solely  as  Charter  Trustee,  and
Deepwater  Investment Trust 1999-A, a Delaware business trust,  or
any  successor trustee under the Charter Trust Agreement  to  whom
this  Transferable Irrevocable Standby Letter of Credit shall have
been   transferred  in  accordance  with  the  terms  hereof  (the
"Beneficiary"),  in  the  aggregate  amount  not  exceeding  Fifty
Million  Dollars ($50,000,000), effective immediately and expiring
on April 28, 2004 unless terminated earlier in accordance with the
provisions  hereof. The amount of this Letter of Credit  shall  be
available by the Beneficiary's draft on us in accordance with  the
terms and conditions hereinafter set forth.

Partial draws are not permitted.

Subject to the foregoing and the further provisions of this  Letter
of  Credit,  a  single  demand  for payment  may  be  made  by  the
Beneficiary  by  presentation to Bank One,  Texas,  N.A.,  National
Standby  Letter of Credit Department, at 1717 Main  Street,  I  Ith
Floor,  Dallas,  Texas 75201, of the original of the  Beneficiary's
manually  signed sight draft drawn under this Letter of  Credit  in
the  form  of  Annex  A attached hereto (which  Annex  A  forms  an
integral  part  of this Letter of Credit), and accompanied  by  the
original  of  this  Letter  of  Credit  and  the  original  of  the
Beneficiary's manually signed drawing certificate in  the  form  of
Annex  B  attached hereto (which Annex B forms an integral part  of
this Letter of Credit).

Such   sight   draft  and  certificate  shall   have   all   blanks
appropriately filled in and shall be signed by a person  purporting
to  be  one  of  the Beneficiary's Vice Presidents, Assistant  Vice
Presidents, Trust Officers, Assistant Trust Officers or  Authorized
Representatives  (each  an "Authorized Officer"),  and  such  sight
draft  and  certificate  may be in the form  of  a  letter  on  the
Beneficiary's letterhead.

Demand for payment may be made by the Beneficiary under this Letter
of  Credit  prior to the expiration hereof at any time  during  the
regular business hours of Bank One, Texas, N.A. at its address  set
forth  above on any Business Day. As used herein the term "Business
Day"  means (a) a day on which Bank One, Texas, N.A. (at its  above
address) is open for the purpose of conducting a commercial banking
business, and (b) a day on which banking institutions in the States
of  Louisiana  and  Texas generally are open  for  the  purpose  of
conducting a commercial banking business. If demand for payment  is
made by the Beneficiary hereunder at or prior to 3:00 p.m., Dallas,
Texas  time, on a Business Day, and provided that such  demand  for
payment and the documents presented in connection therewith conform
to  the  terms and conditions hereof, payment shall be made to  the
Beneficiary of the amount demanded, in immediately available funds,
not  later  than  3:00  P.M.,  Dallas,  Texas  time,  on  the  next
succeeding Business Day, and if demand for payment is made  by  the
Beneficiary  hereunder after 3:00 p.m., Dallas, Texas  time,  on  a
Business  Day,  and provided that such demand for payment  and  the
documents  presented in connection therewith conform to  the  terms
and  conditions hereof, payment shall be made  to  the  Beneficiary
of the  amount demanded, in  immediately available funds, not later
than  3:00 p.m.,  Dallas,  Texas  time,  on  the  second succeeding
Business Day.

Payment  under this Letter of Credit may be made by wire  transfer
of  immediately available funds to any account maintained  by  the
Beneficiary  at any bank that participates in the Federal  Reserve
wire system.

This  Letter of Credit shall terminate at 5:00 P.M. (Dallas, Texas
time)  on the date that is the earliest of (i) the honoring by  us
of  the  drawing available to be made hereunder, (ii) the date  on
which  this Letter of Credit is surrendered by the Beneficiary  to
us for cancellation, and (iii) April 28, 2004.

If  a  demand  for  payment  does not conform  to  the  terms  and
conditions   of  this  Letter  of  Credit,  we  will  notify   the
Beneficiary  thereof within a reasonable time after such  delivery
of  such  demand  for payment, but in any event within  three  (3)
Business  Days  after such delivery, such notice  to  be  promptly
confirmed  in  writing, and we shall hold  all  documents  at  the
Beneficiary's disposal or return the same to the Beneficiary.

Only  you,  as Beneficiary, in your capacity as holder  hereof  on
behalf  of the Certificate Purchasers (as such term is defined  in
the Participation Agreement dated as of August 31, 1999, among the
Beneficiary,  the Applicant and others), may make a drawing  under
this Letter of Credit. Upon the payment to the Beneficiary or  the
Beneficiary's  account of the amount specified in  a  sight  draft
drawn  hereunder, we shall be fully discharged on  our  obligation
under  this  Letter of Credit with respect to such draft,  and  we
shall  not  thereafter be obligated to make any  further  payments
under  this  Letter  of Credit in respect of  such  draft  to  the
Beneficiary  or  to any other person, firm, corporation  or  other
entity  who  may have made to the Beneficiary or who  subsequently
makes to the Beneficiary a demand for payment.

Notwithstanding anything to the contrary in Article 48 of the UCP,
this Letter of Credit is transferable in its entirety (but not  in
part)  to any transferee who has succeeded you as Charter  Trustee
under   the  Charter  Trust  Agreement  and  may  be  successively
transferred.  Transfer  of  this  Letter  of  Credit  to  such   a
transferee  shall be effected by the presentation to  us  of  this
Letter of Credit accompanied by a certificate substantially in the
form  of  Annex C attached hereto (which Annex C forms an integral
part of this Letter of Credit) purportedly signed by an Authorized
Officer.  Upon  receipt  of  the  foregoing,  we  shall  affix  an
appropriate  endorsement to this Letter of Credit  reflecting  the
transfer and issue an amendment to this Letter of Credit  to  such
successor Charter Trustee.

This Letter of Credit shall be subject to the Uniform Customs  and
Practice  for  Documentary Credits (1993 Revision),  International
Chamber of Commerce Publication No. 500 (the "UCP"). As to matters
not  governed by the UCP, this Letter of Credit shall be  governed
by, and construed and enforced in accordance with, the laws of the
State of New York.

All  notices  and  other communications to us in respect  of  this
Letter  of  Credit  (other  than  documents  presented  to  us  in
connection  with your demand for payment which shall be  presented
as  provided  in this Letter of Credit), shall be in  writing  and
addressed and presented to us at the address  set  forth  in  this
Letter  of  Credit,  in   each  case specifically referring to the
number of this Letter of Credit.

This  Letter  of  Credit sets forth in full our undertaking,  and
such  undertaking  shall  not in any way  be  modified,  amended,
amplified or limited by reference to any document, instrument  or
agreement referred to herein except only the Annexes hereto;  and
any  such reference shall not be deemed to incorporate herein  by
reference  any  document instrument or agreement  except  as  set
forth above.

                         Very truly yours,

                         BANK ONE, LOUISIANA, NATIONAL ASSOCIATION

                         By:___________________

                         Title:________________

                         Name:_________________



                                                  ANNEX A
                                                  to Letter of Credit

                       FORM OF SIGHT DRAFT

                                       [Date]



     Pay to the account of_________,  not in its individual capacity
but solely as Charter Trustee under Charter Trust Agreement (Deepwater
Charter Trust 1999-A) dated as of August 31, 1999,Dollars ($[amount]),
drawn under Bank One, Louisiana, National Association, Transferable
Irrevocable Standby Letter of Credit No.____________.


Bank One, Louisiana, National Association     ___________________________,
c/o Bank One, Texas, N.A.                     not in its individual capacity
National Standby Letter of Credit Department  but solely as Charter Trustee
1717 Main Street, 11th Floor                  under Charter Trust Agreement
Dallas, Texas 75201                           (Deepwater Charter Trust 1999-A)
                                              dated as pf August 31, 1999


                                              By:___________________

                                              Title:________________

                                              Name:_________________



                                                  ANNEX B
                                                  to Letter of Credit

                             FORM OF
                     CERTIFICATE FOR DRAWING

                                                 [Date]

Bank One, Louisiana, National Association
c/o Bank One, Texas, N.A.
National Standby Letter of Credit Department
1717 Main Street, 11th Floor
Dallas, Texas  75201

Dear Sir or Madam:

     The undersigned, an Authorized Officer of              , not
in its individual capacity but solely as Charter Trustee under
Charter Trust Agreement (Deepwater Charter Trust 1999-A) dated as
of August 31, 1999, as Beneficiary (the "Beneficiary"), hereby
certifies to Bank One, Louisiana, National Association (the
"Issuing Bank"), with reference to Transferable Irrevocable
Standby Letter of Credit No.             (the "Letter of Credit",
any capitalized term used herein and not defined shall have its
respective meaning as set forth in the letter of Credit) issued
by the Issuing Bank in favor of the Beneficiary that:

     1.   The undersigned is the Charter Trustee or a successor
Charter Trustee under the Charter Trust Agreement;

     2.   The Beneficiary is the beneficiary under the R&B Falcon
Drilling Contract Guaranty (as defined in Appendix 1 to the
Participation Agreement referred to in the Charter Trust
Agreement) and a beneficiary under the R&B Falcon Guaranty (as
defined in Appendix 1 to the Participation Agreement referred to
in the Charter Trust Agreement);

     3.   The Beneficiary has made a demand (a copy of which is
attached hereto, together with proof of delivery), under the R&B
Falcon Drilling Contract Guaranty and/or the R&B Falcon Guaranty;
which demand has not been satisfied in full within five (5)
Business Days of the receipt thereof; and

     4.   All funds drawn under the Letter of Credit shall be
transferred by you in the form of wire transfer to:

          Bank:  __________________________

          ABA Number:______________________

          Account Number:__________________

          Reference:_______________________

IN WITNESS WHEREOF, the Beneficiary has executed and deliered
this Certificate as of the {_____} day of [month], [year].


                               ________________________,
                               not in its individual capacity but
                               solely as Charter Trustee under Charter
                               Trust Agreement (Deepwater Charter
                               Trust 1999-A) dated as of August 31, 1999

                               By:_______________________

                               Title:____________________

                               Name:_____________________


                                                  ANNEX C
                                                  to Letter of Credit

                             FORM OF
                      TRANSFER CERTIFICATE

                                               [Date]

Bank One, Louisiana, National Association
c/o Bank One, Texas, N.A.
National Standby Letter of Credit Department
1717 Main Street, 11th Floor
Dallas, Texas  75201

Dear Sir or Madam:

     We refer to Transferable Irrevocable Standby Letter of
Credit No._________________ (the "Letter of Credit") issued by Bank
One, Louisiana, National Association in favor of________________,
not in its individual capacity but solely as Charter Trustee under
Charter Trust Agreement (Deepwater Charter Trust 1999-A) dated as
of August 31, 1999 (the "Charter Trust Agreement") among the persons
from time to time party thereto as Beneficial Owners, Wilmington
Trust Company, not in its individual capacity except as expressly
stated therein, but solely as Charter Trustee, and Deepwater
Investment Trust 1999-A, a Delaware business trust.

     For value received we hereby irrevocably transfer to__________
(hereinafter referred to as the "Transferee") all rights of the
undersigned to draw under the Letter of Credit in its entirety.

     By this transfer, all rights of the undersigned in the
Letter of Credit are transferred to the Transferee and the
Transferee shall have the sole rights relating to any amendments
whether increases or extensions or other amendments and whether
now existing or hereafter made.  All amendments are ot be advised
to the Transferee without necessity of any consent of or notice
to the undersigned.

     The Letter of Credit is returned herewith for endorsement
and delivery to the Transferee.

                              Very truly yours,

                              ___________________________

                              By:_____________________

                              Title:__________________

                              Name:___________________

SIGNATURE AUTHENTICATED

_______________________
     (Bank)

_______________________
(Authorized Signature)