EXHIBIT 10.2


                     TERMINATION AGREEMENT


     This  Termination Agreement (the "Agreement"), entered  into
and  effective  as  of  May 31, 1999 (the "Effective  Date"),  is
between  Robert  F. Fulton ("Fulton") and R&B Falcon  Corporation
("R&B Falcon").

     Fulton and R&B Falcon agree that the termination of Fulton's
employment   will  be  governed  by  the  following   terms   and
conditions:

     1.   As of the Effective Date Fulton tenders his resignation
          as  Executive  Vice President of R&B Falcon  and  as  a
          director,  officer and/or employee of  all  direct  and
          indirect subsidiaries and affiliated companies  of  R&B
          Falcon, as the case may be, which R&B Falcon accepts on
          its  behalf  and  on  behalf of such  subsidiaries  and
          affiliated companies.

     2.   Upon  execution of this Agreement R&B Falcon agrees  to
          provide to Fulton a severance package consisting of the
          following:

               a.   A  lump sum in cash, less deductions required
                    by  law,  equal  to the sum of  (1)  Fulton's
                    annual  base salary through May 31, 1999,  to
                    the  extent  not theretofore  paid,  (2)  the
                    product of (x) Fulton's targeted annual bonus
                    for 1999 and (y) a fraction (the numerator of
                    which  is the number of days from January  1,
                    1999   through   May  31,   1999,   and   the
                    denominator  of  which is 365)  and  (3)  any
                    compensation previously deferred or earned by
                    Fulton (together with any accrued interest or
                    earnings  thereon), any unreimbursed expenses
                    and any accrued vacation pay, in each case to
                    the extent not theretofore paid;

               b.   A  lump sum in cash, less deductions required
                    by  law, equal to the product of (a) the  sum
                    of  the  highest annual base salary  and  the
                    highest annual bonus that has been payable to
                    Fulton within the past three years (including
                    such  salary  and bonus paid  by  a  previous
                    employer which is a direct subsidiary of  R&B
                    Falcon  as of the date of this Agreement  and
                    with  respect to the 1998 fiscal year  Fulton
                    received  a  bonus  equivalent  to  $146,939)
                    times (b) three;

               c.   Through  and  including May 31, 2002,  Fulton
                    and  his  family  shall be provided,  at  the
                    expense of R&B Falcon, all benefits under (or
                    substantially  equivalent  benefits  to)  R&B
                    Falcon's  welfare  benefit plans,  practices,
                    policies  and  programs  (including,  without
                    limitation,  medical,  prescription,  dental,
                    vision, disability, salary continuance, group
                    life   and   supplemental  group   life   and
                    accidental   death   insurance   plans    and
                    programs), to the extent generally applicable
                    to other R&B Falcon executives;

               d.   Notwithstanding anything to the  contrary  in
                    Fulton's Stock Option Agreements dated as  of
                    April 7, 1999 and May 19, 1999, the immediate
                    vesting  with  respect  to  the  options   to
                    purchase  the  common  stock  of  R&B  Falcon
                    awarded to Fulton thereunder, with the  right
                    to  exercise  all such options  at  any  time
                    until   April  7,  2009  and  May  19,  2009,
                    respectively,  R&B  Falcon  hereby  expressly
                    waiving  the  provisions of Paragraph  18  of
                    such stock option agreements; and

               e.   The  period of time within which Fulton shall
                    be entitled to exercise the outstanding stock
                    options granted to him under his Amended  and
                    Restated   Stock   Option   Agreement   dated
                    February  16,  1995 shall  be  extended  from
                    three    months   to   February   16,   2005,
                    notwithstanding the provisions of such  stock
                    option agreement.

          All cash payments due to Fulton under the terms of this
          Agreement  shall  be  paid by  R&B  Falcon  within  two
          business days following the Effective Date.

     3.   Upon  execution  of this Agreement and subject  to  the
          payment and other obligations of R&B Falcon set out  in
          Section  2  above,  this  Agreement  constitutes   full
          satisfaction of all obligations of R&B Falcon under and
          pursuant  to  Section  4 of that  Employment  Agreement
          dated  as  of  March 25, 1998 between  Fulton  and  R&B
          Falcon.

     4.   The Agreement shall be binding upon and shall inure  to
          the   benefit   of   the  parties,   their   respective
          representatives,  agents,  attorneys,  successors   and
          assigns,  and,  in  particular,  without  limiting  the
          generality of the foregoing, to R&B Falcon's directors,
          officers   and   employees  and  to   Fulton's   heirs,
          executors,    administrators,   legal   and    personal
          representatives and assigns.

     5.   This  Agreement shall be deemed to be a  contract  made
          under  and governed by, the laws of the State of Texas,
          without reference to principles of conflicts of law.

     6.   This  Agreement  constitutes the  complete  and  entire
          agreement   between   the  parties.    This   Agreement
          supersedes  and  cancels all prior  or  contemporaneous
          representations,  promises or  agreements  between  the
          parties.   This Agreement cannot be amended or modified
          except  by  written agreement signed  by  each  of  the
          parties hereto.

     7.   The  provisions of this Agreement are severable.  If  a
          court or other tribunal of competent jurisdiction rules
          any   provision  of  this  Agreement  is   invalid   or
          unenforceable, such ruling will not affect the validity
          or   enforceability  of  any  other  provision  of  the
          Agreement,  and this Agreement shall be  deemed  to  be
          modified  and  amended so as to be enforceable  to  the
          extent permitted by law.

     8.   This Agreement is signed in Houston, Texas on May     ,
          1999.


                         __________________________
                              Robert F. Fulton



                         R&B FALCON CORPORATION



                         By:_______________________
                              Paul B. Loyd, Jr.
                              Chairman