EXHIBIT 10.1


              DEALER MANAGER AND SOLICITATION AGENT AGREEMENT


                                                    March 23, 1998


Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629

Dear Sirs:

     1.    The  Tender  Offer.  Falcon Drilling Company, Inc.,  a  Delaware
corporation  ("Purchaser"), is making tender offers  (hereinafter  referred
to, together with any amendments, supplements or extensions thereof, as the
"Tender Offers") to purchase for cash any and all of its outstanding (i)  9
1/2%  Series  B  Senior  Notes  due 2001, (ii)  12  1/2%  Series  B  Senior
Subordinated Notes due 2005 and (iii) 8 7/8% Series B Senior Notes due 2003
(collectively,   the   "Notes").   Purchaser  is   also   soliciting   (the
"Solicitations") consents (the "Consents") of the holders of the  Notes  to
certain  amendments  to  (i) the indenture dated as  of  January  15,  1994
between  Purchaser,  and  certain subsidiaries of  Purchaser  (the  "Falcon
Guarantors") and Texas Commerce Bank National Association, as Trustee  (the
"1994  Trustee"),  (ii) the indenture dated as of March  15,  1995  between
Purchaser  and  Texas Commerce Bank National Association, as  Trustee  (the
"1995  Trustee"), and (iii) the indenture dated as of March 1, 1996 between
Purchaser and Bank One, Texas, N.A., as Trustee (the "1996 Trustee"),  each
of  the  1994 Trustee, the 1995 Trustee and the 1996 Trustee, a "Trustee"),
pursuant  to  which  the  Notes were issued (together,  the  "Indentures").
Subject  to  the consummation of the applicable Tender Offers  and  Consent
Solicitations,  Purchaser  will  execute  supplemental  indentures  to  the
Indentures  (the "Supplemental Indentures") which will give effect  to  the
amendments  as  provided  in  the  Tender Offer  and  Consent  Solicitation
Material  (as  defined  herein).   Each  of  the  Tender  Offers  and   the
Solicitations will be on the terms and subject to the conditions set  forth
in  the Offer to Purchase and Consent Solicitation Statement (the "Offer to
Purchase")  and  the Consent and Letter of Transmittal  (the  "Consent  and
Letter of Transmittal") attached hereto as Exhibits A and B, respectively.

     2.    Appointment as Dealer Manager.  Purchaser hereby appoints you as
Dealer Manager and Solicitation Agent (the "Dealer Manager and Solicitation
Agent")  and  authorizes you to act as such in connection with  the  Tender
Offers.  As Dealer Manager and Solicitation Agent, you agree, in accordance
with  your customary practice, to perform those services in connection with
the  Tender  Offers  and  Solicitations as  are  customarily  performed  by
investment banks in connection with tender offers and consent solicitations
of  a  like nature, including, but not limited to, using reasonable efforts
to solicit tenders of Notes and delivery of Consents pursuant to the Tender
Offers  and Solicitations and communicating generally regarding the  Tender
Offers and Solicitations with brokers, dealers, commercial banks and  trust
companies and other holders of Notes.  In such capacity, you shall  act  as
an  independent  contractor, and each of your duties arising  out  of  your
engagement pursuant to this Agreement shall be owed solely to Purchaser.

       Purchaser further authorizes you to communicate with Chase  Bank  of
       Texas,  National  Association, in its capacity  as  depositary  (the
       "Depositary"), and with MacKenzie Partners, Inc., in its capacity as
       information agent (the "Information Agent"), with respect to matters
       relating  to  the  Tender Offers and Solicitations.   Purchaser  has
       instructed  the Depositary to advise you at least daily  as  to  the
       number  of  Notes which have been tendered pursuant  to  the  Tender
       Offers, the number of Consents which have been delivered pursuant to
       the  Solicitations and as to such other matters in  connection  with
       the Tender Offers and Solicitations as you may request.

     3.   No Liability for Acts of Dealers, Banks and Trust Companies.  You
shall  have  no liability to Purchaser or any other person for any  losses,
claims,  damages, liabilities and expenses (each a "Loss" and collectively,
the "Losses") arising from any act or omission on the part of any broker or
dealer in securities (a "Dealer") (other than you, to the extent set  forth
herein),  bank or trust company, or any other person, and neither  you  nor
any of your affiliates shall be liable for any Losses arising from your own
acts  or  omissions  in performing your obligations as Dealer  Manager  and
Solicitation Agent or as a Dealer hereunder or otherwise in connection with
the  Tender  Offers and the Solicitations, except to the  extent  any  such
Losses  are  finally judicially determined to have resulted from  your  bad
faith,  willful misconduct or gross negligence.  In soliciting or obtaining
tenders of Notes and delivery of Consents, no Dealer, bank or trust company
is to be deemed to be acting as your agent or the agent of Purchaser or any
of  its affiliates, and you, as Dealer Manager and Solicitation Agent,  are
not  to  be  deemed the agent of any Dealer, bank or trust company  or  the
agent  or  fiduciary of Purchaser or any of its affiliates, equity holders,
creditors  or of any other person.  In soliciting or obtaining  tenders  of
Notes  and  delivery of Consents, you shall not be and shall not be  deemed
for  any purpose to act as a partner or joint venturer of or a member of  a
syndicate  or  group with Purchaser or any of its affiliates in  connection
with the Tender Offers and the Solicitation, any purchase of the Notes, any
payment  for Consents, or otherwise, and neither Purchaser nor any  of  its
affiliates shall be deemed to act as your agent.  Purchaser shall have sole
authority for the acceptance or rejection of any and all tenders  of  Notes
or Consents.

     4.   The  Tender  Offer  and Consent Solicitation Material.  Purchaser
agrees  to  furnish  you, at its expense, with as many copies  as  you  may
reasonably  request  of the Offer to Purchase, the Consent  and  Letter  of
Transmittal, all statements and other documents filed or to be  filed  with
the  Securities  and Exchange Commission (the "Commission")  or  any  other
federal, state, local or foreign governmental or regulatory authorities  or
any  court  (each an "Other Agency" and collectively, the "Other Agencies")
and any amendments or supplements to any such statements and documents (the
definitive  forms  of  all  of  the  foregoing  materials  are  hereinafter
collectively  referred  to  as the "Tender Offer and  Consent  Solicitation
Material") to be used by Purchaser in connection with the Tender Offers and
Solicitations, and you are authorized to use copies of the Tender Offer and
Consent  Solicitation  Material in connection with the  Tender  Offers  and
Solicitations.  The Tender Offer and Consent Solicitation Material has been
or  will  be  prepared and approved by, and is the sole responsibility  of,
Purchaser.

       You hereby agree, as Dealer Manager and Solicitation Agent, that you
       will  not disseminate any written material for or in connection with
       the  solicitation  of  tenders of Notes  and  delivery  of  Consents
       pursuant  to  the  Tender Offers and Solicitations  other  than  the
       Tender  Offer and Consent Solicitation Material, and you agree  that
       you   will   not  make  any  statements  in  connection  with   such
       solicitation, other than the statements that are set  forth  in  the
       Tender  Offer  and  Consent Solicitation Material  or  as  otherwise
       authorized by Purchaser.

       Purchaser  agrees  that  no  Tender Offer and  Consent  Solicitation
       Material  will  be  used in connection with the  Tender  Offers  and
       Solicitations or filed with the Commission or any Other Agency  with
       respect  to  the  Tender  Offers  and  Solicitations  without  first
       submitting  copies thereof to you, giving you reasonable opportunity
       to  comment  thereon  and giving reasonable  consideration  to  your
       comments, if any, with respect thereto.  In the event that Purchaser
       uses or permits the use of any Tender Offer and Consent Solicitation
       Material  in connection with the Tender Offers and Solicitations  or
       files  any  such  material with the Commission or any  Other  Agency
       without  your  prior  approval,  which  shall  not  be  unreasonably
       withheld,  then you shall be entitled to withdraw as Dealer  Manager
       and  Solicitation  Agent in connection with the  Tender  Offers  and
       Solicitations  without  any liability  or  penalty  to  you  or  any
       Indemnified  Person (as hereinafter defined), and you  shall  remain
       entitled to the indemnification provided in Section 12 hereof and to
       receive  the  payment of all fees and expenses  payable  under  this
       Agreement which have accrued to the date of such withdrawal or would
       otherwise  be  due to you on such date.  If you withdraw  as  Dealer
       Manager  and  Solicitation Agent, as a result of the foregoing,  the
       fees accrued and reimbursement for your expenses through the date of
       such  withdrawal shall be paid to you promptly after such date.   If
       you  withdraw,  prior  to the consent date, as  Dealer  Manager  and
       Solicitation Agent for any reason other than those described  above,
       you  will be entitled to reimbursement for your expenses through the
       date of such withdrawal or termination, but shall not be entitled to
       receive any fee for services performed hereunder.

     5.   Compensation.  Purchaser  agrees to pay  you, as compensation for
your services  as Dealer Manager and Solicitation Agent in connection  with
the Tender  Offers  and  Solicitations,  a  fee of  $3.125 for  each $1,000
principal amount of Notes validly tendered pursuant to  the  Tender  Offers
and Solicitations  whether or not any Notes are purchased by Purchaser upon
the expiration or termination of the Tender Offer.

     6.   Expenses of Dealer Manager and Solicitation Agent and Others.  In
addition  to  your  compensation for your services  hereunder  pursuant  to
Section  5 hereof, Purchaser agrees to pay directly, or reimburse  you,  as
the  case  may be, for (i) all reasonable expenses incurred by you relating
to  the preparation, printing, filing, mailing and publishing of all Tender
Offer and Consent Solicitation Material, (ii) all fees and expenses of  the
Depositary  and  Information Agent referred to in the  Offer  to  Purchase,
(iii)  all  advertising charges in connection with the  Tender  Offers  and
Solicitations, including those of any public relations firm or other person
or  entity  rendering services in connection therewith, (iv) all  fees,  if
any,  payable to Dealers (including you), and banks and trust companies  as
reimbursement for their customary mailing and handling expenses incurred in
forwarding  the  Tender Offer and Consent Solicitation  Material  to  their
customers and (v) all other reasonable fees and expenses incurred by you in
connection  with  the  Tender  Offers and  Solicitations  or  otherwise  in
connection with the performance of your services hereunder (including  fees
and  disbursements  of your legal counsel).  All payments  to  be  made  by
Purchaser  pursuant to this Section 6 shall be made promptly against  deliv
ery  to  Purchaser of statements therefor which are itemized in  reasonable
detail.   Purchaser shall be liable for the foregoing payments  whether  or
not   the   Tender  Offers  and  Solicitations  are  commenced,  withdrawn,
terminated  or canceled prior to the purchase of any Notes and the  payment
for any Consents or whether Purchaser or any of its affiliates acquires any
Notes  or  Consents  pursuant  to the Tender Offers  and  Solicitations  or
whether you withdraw pursuant to Section 4 hereof.  The provisions of  this
Section 6 are intended to govern the payment of expenses and fees described
in  this  Section 6 and Purchaser's obligation to indemnify an  Indemnified
Person (as defined herein) are set forth in Section 12 hereof.

     7.   Securityholder Lists.  Purchaser  will  cause  you to be provided
with cards  or lists  or other  records in  such form as you may reasonably
request showing  the  names and  addresses of, and the number of Notes held
by, the holders  of  Notes as  of a recent  date, and  will cause you to be
advised  from  day  to  day  during  the  period  of  the Tender Offers and
Solicitations as to any transfers of record of Notes.

     8.   Sufficient Funds.  Subject  to  the  execution  of  a  definitive
purchase  agreement  relating  to the  sale of senior notes of R & B Falcon
Corporation, a Delaware Corporation and the parent corporation of Purchaser
("R & B Falcon") among R & B Falcon, you,  Chase  Securities,  Inc., Morgan
Stanley & Co., Incorporated  and  Donaldson,  Lufkin  & Jenrette Securities
Corporation,]  Purchaser represents  and warrants to you that it has or, at
the time Purchaser becomes obligated  to  purchase  Notes  under the Tender
Offers and pay for  Consents under the Solicitations, will have, sufficient
funds to enable  Purchaser to pay, and Purchaser hereby agrees that it will
pay  promptly,  in  accordance  with the terms and conditions of the Tender
Offers and  Solicitations  and Sections 5  and 6  hereof, the consideration
(and related costs) for Notes and Consents which Purchaser has offered, and
which  Purchaser  may  be  required,  to  pay  under  the Tender Offers and
Solicitations, and the fees and expenses payable hereunder.

     9.   Additional Representations and Warranties of Purchaser. Purchaser
represents and warrants to you that:

    (1)  Purchaser is a corporation duly organized, validly existing and in
good  standing under the laws of the jurisdiction of its incorporation  and
is  duly  qualified to transact business and is in good  standing  in  each
jurisdiction  in  which the conduct of its businesses or the  ownership  or
leasing of property requires such qualification, except to the extent  that
the  failure to be so qualified or to be in good standing, considering  all
such  cases in the aggregate, would not have a material adverse  effect  on
the  business,  properties, financial position or results of operations  of
Purchaser and all of its subsidiaries and affiliates taken as a whole.

     (2)  Each  of Purchaser and, as applicable, the Falcon Guarantors that
is  incorporated in one of the United States of America, has full corporate
power  and  authority  to take and has duly taken all  necessary  corporate
action  to  authorize  (i)  the Tender Offers and Solicitations,  (ii)  the
purchase  by  Purchaser  of Notes pursuant to the  Tender  Offers  and  the
payment  by Purchaser for Consents pursuant to the Solicitations and  (iii)
the  execution,  delivery  and  performance of  each  of  the  Supplemental
Indentures and this Agreement has been, and when executed and delivered  by
Purchaser  and  the  Falcon  Guarantors, if applicable,  and  the  relevant
Trustee,  each  of the Supplemental Indentures will be, duly  executed  and
delivered on behalf of Purchaser and, if applicable, the Falcon Guarantors,
and,  assuming  due authorization, execution and delivery of  each  of  the
Indentures, the Supplemental Indentures and this Agreement by each  of  the
other  parties  thereto  is, or in the case of the Supplemental  Indentures
will  be,  a  legal,  valid and binding obligation  of  Purchaser  and,  if
applicable,  Falcon  Guarantors,  enforceable  against  Purchaser  and,  if
applicable,  the  Falcon Guarantors, in accordance with its  terms,  except
that   the   enforceability  hereof  may  be  limited  by  (x)  bankruptcy,
insolvency,  reorganization, moratorium and other laws now or hereafter  in
effect  relating to creditors' rights generally and (y) general  principles
of equity.  As of the Consent Date (as defined in the offer to Purchase), R
&  B  Falcon will have full corporate power and authority to take and  will
have  duly taken all necessary corporate action to authorize any borrowings
or financings related to the Tender Offers and Solicitations.

     (3)  The  Tender Offer  and Consent  Solicitation Material complies or
will comply  in all material respects with the applicable provisions of the
Securities Exchange  Act of 1934, as amended, and the rules and regulations
promulgated by the Commission thereunder (collectively, the "Exchange Act").
The  Tender  Offer  and Consent Solicitation Material does not and will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made
therein,  in light of the circumstances under which they are made, not mis-
leading; provided, however, that no representation is made with respect  to
any statements contained in, or any matter omitted  from  the  Tender Offer
and  Consent Solicitation Material in reliance upon and in conformity  with
information furnished or confirmed in writing by you to Purchaser expressly
for  use  therein.  In connection with the Tender Offers and Solicitations,
Purchaser has complied, and will continue to comply,  with  the  applicable
provisions of  the Exchange Act, including without limitation, Sections  10
and 14 and Rules 10b-5, 14e-1 and 14e-3 thereunder.

     (4)   Purchaser   will  file,  if  required,  any  and  all  necessary
amendments  or  supplements  to  the  documents,  if  any,  filed  with the
Commission or Other  Agency relating to the Tender Offers and Solicitations
and will promptly  furnish  to  you  true  and complete copies of each such
amendment and supplement upon the filing thereof.

     (5)   The  Tender  Offers  and  Solicitations  (including  any related
borrowings  or  financings  by Purchaser or  any  of  its  subsidiaries  or
affiliates),  the  purchase by Purchaser of Notes pursuant  to  the  Tender
Offers,  the  payment for Consents pursuant to the Solicitations,  and  the
execution,  delivery and performance of each of the Supplemental Indentures
and this Agreement by Purchaser, and, if applicable, the Falcon Guarantors,
comply  and  will  comply  in  all material respects  with  all  applicable
requirements  of federal, state, local and foreign law, including,  without
limitation,  any  applicable  regulations  of  the  Commission  and   Other
Agencies, and all applicable judgments, orders or decrees; and no  consent,
authorization,  approval, order, exemption, registration, qualification  or
other  action of, or filing with or notice to, the Commission or any  Other
Agency  is  required  in  connection  with  the  execution,  delivery   and
performance  of each of the Supplemental Indentures and this  Agreement  by
Purchaser  and,  if  applicable,  the  Falcon  Guarantors,  the  making  or
consummation  by  Purchaser of the Tender Offers and Solicitations  or  the
consummation  of the other transactions contemplated by this  Agreement  or
the  Offer  to  Purchase, except where the failure to obtain or  make  such
consent,   authorization,   approval,   order,   exemption,   registration,
qualification  or  other  action  or  filing  or  notification  would   not
materially  adversely affect the ability of Purchaser and,  if  applicable,
the  Falcon  Guarantors,  to  execute, deliver  and  perform  each  of  the
Supplemental  Indentures and this Agreement or to commence  and  consummate
the  Tender  Offers and Solicitations in accordance with their terms.   All
such  required  consents,  authorizations, approvals,  orders,  exemptions,
registrations,  qualifications and other actions of and  filings  with  and
notices  to the Commission and the Other Agencies will have been  obtained,
taken  or made, as the case may be, and all statutory or regulatory waiting
periods  will have elapsed, prior to the purchase of the Notes pursuant  to
the   Tender  Offers  and  the  payment  for  Consents  pursuant   to   the
Solicitations.

     (6)  The  Tender  Offers  and  Solicitations  (including  any  related
borrowings  or  financings  by  Purchaser  or  any  of  its subsidiaries or
affiliates), the  purchase  of  Notes  by Purchaser  pursuant to the Tender
Offers and  the payment for Consents pursuant to the Solicitations, and the
execution,  delivery and performance of each of the Supplemental Indentures
and this Agreement by Purchaser, and, if applicable, the Falcon Guarantors,
do  not  and will  not (i) conflict with or result in a violation of any of
the provisions of  the  certificate of incorporation or by-laws (or similar
organizational documents)  of  Purchaser  and  the  Falcon Guarantors, (ii)
conflict with or violate in any material respect any law, rule, regulation,
order,  judgment   or   decree  applicable  to  Purchaser  or  any  of  its
subsidiaries or by which  any property  or asset of Purchaser or any of its
subsidiaries is or may be bound or (iii)  result  in a breach of any of the
material terms or  provisions of, or constitute a  default (with or without
due notice and/or  lapse  of  time)  under,  any  loan or credit agreement,
indenture, mortgage,  note  or  other  agreement  or  instrument  to  which
Purchaser  or any of its subsidiaries is a party or by which any of them or
any of their respective properties or assets is or may be bound.

     (7)  Except  as  expressly  disclosed  in the Tender Offer and Consent
Solicitation Material, no stop order, restraining  order  or  denial  of an
application for approval has been issued  and no investigation,  proceeding
or litigation has been commenced or, to the  best of Purchaser's knowledge,
threatened before  the Commission  or any Other  Agency with respect to the
making or consummation of  the  Tender  Offers and Solicitations (including
the obtaining or use of funds to purchase  Notes  or  to  pay  for Consents
pursuant   thereto)  or   the  consummation   of  the   other  transactions
contemplated by this Agreement or the Offer to Purchase  or with respect to
the ownership  of  Notes  by  Purchaser  or  any  of  its  subsidiaries  or
affiliates.

     (8)  Purchaser  has  no  knowledge of any material fact or information
concerning Purchaser or any of its subsidiaries, or the operations, assets,
condition (financial or otherwise) or prospects of Purchaser or any of  its
subsidiaries,  which  is  required to be made generally  available  to  the
public  and  which  has not been, or is not being, or  will  not  be,  made
generally  available  to the public through the Tender  Offer  and  Consent
Solicitation Material or otherwise.

     (9)  Purchaser  is not,  nor will it be as a result of the purchase by
Purchaser of Notes that it may become obligated to purchase pursuant to the
terms  of  the Tender Offers,  an "investment company" under the Investment
Company Act of  1940, as amended, and the rules and regulations promulgated
by the Commission thereunder.

     (10)  Each  of  the  representations  and warranties set forth in this
Agreement will  be  true  and  correct  on  and as of the date on which the
Tender  Offers  and  Solicitations are  commenced on and as of the date any
Tender Offer  and  Consent  Solicitation  Material  is first distributed to
holders of Notes and on and as of the date on which any Notes are purchased
and  payments  for Consents  are  made  pursuant  to  the Tender Offers and
Solicitations.

     10.   Opinions of Purchaser's Counsel.  Purchaser shall deliver to you
addressed to you and dated the date hereof opinions of Leighton Moss, Esq.,
Co-Counsel  of Purchaser, and Gardere & Wynne, L.L.P., special  counsel  to
Purchaser, with respect to the matters set forth in Exhibits C-1  and  C-2,
respectively.

     11.   Notification  of  Certain  Events.  Purchaser  shall  advise you
promptly of (i) the  occurrence of  any event  which could  cause Purchaser
to withdraw, rescind  or  terminate  the Tender Offers and Solicitations or
would permit  Purchaser to  exercise any right not to purchase Notes or pay
for Consents tendered or obtained under the Tender Offers and Solicitations,
(ii)  the occurrence  of  any  event,  or  the  discovery  of any fact, the
occurrence or  existence of  which it believes  would require the making of
any change in any  of  the  Tender Offer  and Consent Solicitation Material
then being used  or would cause any representation or warranty contained in
this  Agreement  to  be untrue or inaccurate in any material respect, (iii)
any proposal  or  requirement  to  make,  amend  or  supplement  any filing
required  by  the  Exchange  Act  in  connection with the Tender Offers and
Solicitations or to make  any  filing  in connection with the Tender Offers
and Solicitations pursuant to any other applicable law, rule or regulation,
(iv) the issuance by the  Commission  or any Other Agency of any comment or
order or the taking  of  any  other action concerning the Tender Offers and
Solicitations  (and, if in writing,  will furnish you with a copy thereof),
(v) any  material  developments  in  connection  with the Tender Offers and
Solicitations or the  financing thereof, including, without limitation, the
commencement of any  lawsuit concerning the Tender Offers and Solicitations
and  (vi)  any  other  information  relating  to  the  Tender  Offers   and
Solicitations, the Tender  Offer  and Consent Solicitation Material or this
Agreement which you may from time to time reasonably request.

     12.  Indemnification.   (a)  Purchaser  agrees  to  hold  harmless and
indemnify  you  (including  any  affiliated  companies)  and  any  officer,
director,  partner,  employee or agent of you or  any  of  such  affiliated
companies  and  any  entity or person controlling (within  the  meaning  of
Section  20(a) of the Exchange Act) you, including any affiliated companies
(collectively,  the "Indemnified Persons"), from and against  any  and  all
Losses  whatsoever  (including, but not limited to, any  and  all  expenses
incurred in investigating, preparing or defending against any litigation or
proceeding,  commenced or threatened, or any claims whatsoever  whether  or
not resulting in any liability) (i) arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained  in  the
Tender  Offer  and Consent Solicitation Material or in any  other  material
used  by  Purchaser, or authorized by Purchaser for use in connection  with
the  Tender  Offers  and  Solicitations or  the  transactions  contemplated
thereby,  or arising out of or based upon the omission or alleged  omission
to state in any such document a material fact required to be stated therein
or  necessary to make the statements therein, in light of the circumstances
under  which  they  were  made, not misleading (other  than  statements  or
omissions  made in reliance upon information furnished by you to  Purchaser
expressly  for  use  therein),  (ii) arising  out  of  or  based  upon  any
withdrawal  by Purchaser of, or failure by Purchaser to make or consummate,
the  Tender  Offers  and  Solicitations or  the  transactions  contemplated
thereby  or  any  other  failure to comply with the  terms  and  conditions
specified  in  the  Tender Offer and Consent Solicitation  Material,  (iii)
arising  out  of  the  breach  or  alleged  breach  by  Purchaser  of   any
representation,  warranty or covenant set forth in this Agreement  or  (iv)
arising out of, relating to or in connection with any other action taken or
omitted to be taken by an Indemnified Person in connection with the  Tender
Offers and Solicitations or (v) otherwise arising out of, relating to or in
connection with the Tender Offers and Solicitations, the other transactions
described  in  the Tender Offer and Consent Solicitation Material  or  your
services  as  Dealer  Manager and Solicitation Agent hereunder.   Purchaser
shall not, however, be responsible for any Loss pursuant to clauses (iv) or
(v)  of  the  preceding sentence of this Section 12 which has been  finally
judicially  determined  to  have  resulted  from  the  bad  faith,  willful
misconduct or gross negligence on the part of any Indemnified Person, other
than  any  Loss arising out of or resulting from actions performed  at  the
specific request of, with the specific consent of, or in conformity in  all
material respects with actions taken or omitted to be taken by, Purchaser.

     (1)  Purchaser and you agree that if any indemnification sought by any
Indemnified  Person  pursuant to this Section 12  is  unavailable  for  any
reason  or insufficient to hold you harmless, then Purchaser and you  shall
contribute to the Losses for which such indemnification is held unavailable
or  insufficient  in  such  proportion as is  appropriate  to  reflect  the
relative benefits received (or anticipated to be received) by Purchaser, on
the  one  hand,  and  actually  received by you,  on  the  other  hand,  in
connection with the transactions contemplated by this Agreement or, if such
allocation  is  not  permitted by applicable law, not  only  such  relative
benefits  but also the relative faults of Purchaser, on the one  hand,  and
you,  on  the  other  hand, as well as any other equitable  considerations,
subject  to the limitation that in any event the aggregate contribution  by
you to all Losses with respect to which contribution is available hereunder
shall not exceed the fees actually received by you in connection with  your
engagement  hereunder.  It is hereby agreed that the relative  benefits  to
Purchaser, on the one hand, and you, on the other hand, with respect to the
Tender  Offers and Solicitations and the transactions contemplated  thereby
shall be deemed to be in the same proportion as (i) the total value paid or
proposed  to be paid to holders of Notes pursuant to the Tender Offers  and
Solicitations (whether or not the Tender Offers and Solicitations  or  such
transactions are consummated) bears to (ii) the fees actually  received  by
you from Purchaser in connection with your engagement hereunder.

     (2)  The  foregoing  rights  to indemnity and contribution shall be in
addition to any other right which you and the other Indemnified Persons may
have  against  Purchaser at common law or otherwise.  If any litigation  or
proceeding  is brought against any Indemnified Person in respect  of  which
indemnification  may be sought against Purchaser pursuant to  this  Section
12,  such Indemnified Person shall promptly notify Purchaser in writing  of
the  commencement of such litigation or proceeding, but the failure  so  to
notify  Purchaser shall relieve Purchaser from any liability which  it  may
have hereunder only if, and to the extent that, such failure results in the
forfeiture by Purchaser of substantial rights and defenses, and will not in
any event relieve Purchaser from any other obligation or liability that  it
may  have  to  any Indemnified Person other than under this Agreement.   In
case  any  such  litigation  or proceeding shall  be  brought  against  any
Indemnified  Person and such Indemnified Person shall notify  Purchaser  in
writing  of  the  commencement of such litigation or proceeding,  Purchaser
shall  be  entitled to participate in such litigation or  proceeding,  and,
after  written notice from Purchaser to such Indemnified Person, to  assume
the defense of such litigation or proceeding with counsel of its choice  at
its expense; provided, however, that such counsel shall be satisfactory  to
the  Indemnified  Person  in  the  exercise  of  its  reasonable  judgment.
Notwithstanding  the election of Purchaser to assume the  defense  of  such
litigation or proceeding, such Indemnified Person shall have the  right  to
employ  separate counsel and to participate in the defense of  such  litiga
tion or proceeding, and Purchaser shall bear the reasonable fees, costs and
expenses  of  such  separate counsel and shall pay  such  fees,  costs  and
expenses  at  least  quarterly (provided that with respect  to  any  single
litigation  or  proceeding  or  with  respect  to  several  litigations  or
proceedings  involving substantially similar legal claims, Purchaser  shall
not  be required to bear the fees, costs and expenses of more than one such
counsel)  if (i) in the reasonable judgment of such Indemnified Person  the
use  of  counsel  chosen by Purchaser to represent such Indemnified  Person
would present such counsel with a conflict of interest, (ii) the defendants
in,  or  targets  of,  any such litigation or proceeding  include  both  an
Indemnified  Person and Purchaser, and such Indemnified Person  shall  have
reasonably concluded that there may be legal defenses available to it or to
other  Indemnified Persons which are different from or additional to  those
available to Purchaser (in which case Purchaser shall not have the right to
direct  the  defense  of such action on behalf of the Indemnified  Person),
(iii)  Purchaser  shall  not  have employed counsel  satisfactory  to  such
Indemnified Person, in the exercise of the Indemnified Person's  reasonable
judgment,  to  represent such Indemnified Person within a  reasonable  time
after  notice of the institution of such litigation or proceeding  or  (iv)
Purchaser  shall  authorize in writing such Indemnified  Person  to  employ
separate  counsel at the expense of Purchaser.  In any action or proceeding
the  defense of which Purchaser assumes, the Indemnified Person shall  have
the  right to participate in such litigation and retain its own counsel  at
such  Indemnified Person's own expense.   Purchaser and you agree to notify
the  other  promptly of the assertion of any claim against it, any  of  its
officers  or directors or any entity or person who controls it  within  the
meaning of Section 20(a) of the Exchange Act in connection with the  Tender
Offers and Solicitations.  The foregoing indemnification commitments  shall
apply  whether  or  not the Indemnified Person is a formal  party  to  such
litigation or proceeding.

     (3)  Purchaser  also  agrees  to reimburse each Indemnified Person for
all  reasonable expenses (including fees and disbursements of  counsel)  as
they   are   incurred  by  such  Indemnified  Person  in  connection   with
investigating,  preparing for, defending or providing  evidence  (including
appearing  as  a witness) with respect to any action, claim, investigation,
inquiry, arbitration or other proceeding referred to in this Section 12  or
enforcing  this  Agreement, whether or not in connection  with  pending  or
threatened litigation in which any Indemnified Person is a party.

     (4)  Purchaser  shall  not be liable for any settlement, compromise or
consent to the entry  of  any  judgement without its prior written consent,
which consent shall not be unreasonably withheld.  Purchaser agrees that it
will  not,   without  your  prior  written   consent  (which  will  not  be
unreasonably withheld) settle,  compromise  or  consent to the entry of any
judgment  in  any  pending  or  threatened  claim,  action or proceeding in
respect of which indemnification may  be  sought  hereunder (whether or not
you, any other Indemnified  Person  or  Purchaser is an actual or potential
party),  unless   such  settlement,   compromise  or  consent  includes  an
unconditional release of each Indemnified Person from all liability arising
out of such claim, action or proceeding.

     13.  Conditions to Obligations of the Dealer Manager. Your obligations
hereunder  shall  at all times be subject to the conditions  that  (a)  all
representations,  warranties and other statements  of  Purchaser  contained
herein are now, and at all times during the period of the Tender Offers and
Solicitations shall be, true and correct in all material respects  and  (b)
Purchaser at all times shall have performed in all material respects all of
its obligations hereunder theretofore to be performed.

     14.  Termination.  This Agreement shall terminate upon the expiration,
termination  or  withdrawal  of the Tender Offers and Solicitations or upon
withdrawal  by  you  as  Dealer  Manager and Solicitation Agent pursuant to
Section 4 hereof,  it being understood that Sections 3, 5, 6, 8, 9, 12, 14,
15, 16, 17, 20, 21, 22  and 23 hereof shall survive any termination of this
Agreement.

     15.  Notices.   All  notices  and  other  communications  required  or
permitted to be given under this Agreement shall be in writing and shall be
given (and  shall be deemed to have been given upon receipt) by delivery in
person, by cable,  by  telecopy,  by telegram, by telex or by registered or
certified  mail  (postage  prepaid,   return  receipt  requested)  to   the
applicable party at the addresses indicated below:

     (1)  if to you:

          Credit Suisse First Boston Corporation
          Eleven Madison Avenue
          New York, NY 10010-3629
          Telecopy No.: (212) 325-8278
          Attention:Transaction Advisory Group

  
     with a copy to:
          Allan D. Reiss, Esq.
          Andrews & Kurth L.L.P.
          425 Lexington Avenue
          New York, NY 10017
          Telecopy No.: (212) 850-2929
          
  (b)  if to Purchaser:
  R&B Falcon Corporation
  901 Threadneedle, Suite 200
  Houston, TX 77079
  Telecopy No.: (281) 496-0285
  Attention: Leighton Moss

  with a copy to:
  C. Robert Butterfield, Esq.
  Gardere & Wynne, L.L.P.
  3000 Thanksgiving Tower
  1601 Elm Street
  Dallas, Texas 75201
  Telecopy No.: (214) 999-3534

     16.  Consent to Jurisdiction; Service of Process. Purchaser hereby (a)
submits  to the jurisdiction of any New York State or Federal court sitting
in the City of New York with respect to any actions and proceedings arising
out  of  or  relating to this Agreement, (b) agrees that  all  claims  with
respect to such actions or proceedings may be heard and determined in  such
New  York State or Federal court, (c) waives the defense of an inconvenient
forum, (d) agrees not to commence any action or proceeding relating to this
Agreement  other than in a New York State or Federal court sitting  in  the
City of New York and (e) agrees that a final judgment in any such action or
proceeding  shall be conclusive and may be enforced in other  jurisdictions
by suit on the judgment or in any other manner provided by law.

     17.  Joint  and Several Obligations, Etc.  In the event that Purchaser
makes  the  Tender  Offers  and  Solicitations  through  one or more of its
affiliates, each reference in this Agreement to Purchaser  shall be  deemed
to   be  a  reference  to  Purchaser  and  any  such  affiliates,  and  the
representations,  warranties, covenants and agreements of Purchaser and any
such affiliates hereunder shall be joint and several.

     18.   Entire  Agreement.   This  Agreement  constitutes   the   entire
agreement  among  the  parties hereto with respect to  the  subject  matter
hereof  and supersedes all prior agreements and undertakings, both  written
and  oral,  among the parties, or any of them, with respect to the  subject
matter hereof.

     19.  Amendment.  This  Agreement  may not be amended except in writing
signed by each party to be bound thereby.

     20.  Governing Law.  The validity and interpretation of this Agreement
shall  be  governed  by, and construed and enforced in accordance with, the
laws  of  the  State  of  New York,  without  regard  to  conflicts  of law
principles thereof.

     21.  Waiver of Jury Trial.   PURCHASER HEREBY AGREES ON ITS OWN BEHALF
AND, TO THE EXTENT PERMITTED BY  APPLICABLE LAW,  ON BEHALF OF ITS SECURITY
HOLDERS, TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH  RESPECT  TO ANY CLAIM,
COUNTER-CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE
TENDER OFFERS AND SOLICITATIONS).

     22.  Counterparts; Severability. This Agreement may be executed in two
or  more separate counterparts, each of which shall be deemed an  original,
but  all  of  which  together shall constitute one and the same instrument.
Any term or provision of this  Agreement which  is invalid or unenforceable
in any jurisdiction shall, as  to  such jurisdiction, be ineffective to the
extent of such invalidity or  unenforceability without rendering invalid or
unenforceable  the   remaining  terms  and  provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions
of this Agreement in any other jurisdiction.

     23.  Parties  in  Interest.    This  Agreement,  including  rights  to
indemnity  and  contribution  hereunder,  shall  be  binding upon and inure
solely  to  the  benefit  of each party hereto, the Indemnified Persons and
their  respective  successors,  heirs  and  assigns,  and  nothing  in this
Agreement, express or implied, is intended  to or  shall  confer  upon  any
other person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.
     
     Please  indicate  your  willingness  to  act  as  Dealer  Manager  and
     Solicitation  Agent and your acceptance of the foregoing by  providing
     to us a copy of this Agreement so signed, whereupon this Agreement and
     your acceptance shall constitute a binding agreement between us.

  FALCON DRILLING COMPANY, INC.

By:

  Name:
  Title:
Accepted as of the
date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION

By:
  Name:
  Title:
  
Exhibit A

Offer to Purchase
  
Exhibit B

Consent and Letter of Transmittal
  
Exhibit C-1

Matters to be Addressed in the Opinion of Leighton Moss, Esq.

  (1)   Purchaser is a corporation duly organized, validly existing and  in
        good   standing  under  the  laws  of  the  jurisdiction   of   its
        incorporation and is duly qualified (to the best of such  counsel's
        knowledge  with respect to certain foreign operations) to  transact
        business and is in good standing in each jurisdiction in which  the
        conduct  of its businesses or the ownership or leasing of  property
        requires such qualification, except to the extent that the  failure
        to  be so qualified or to be in good standing, considering all such
        cases  in  the aggregate, would not have a material adverse  effect
        on  the  business,  properties, financial position  or  results  of
        operations   of   Purchaser  and  all  of  its   subsidiaries   and
        affiliates, taken as a whole.

  (2)   Each  of  Purchaser and, as applicable, the Falcon Guarantors,  has
        full  corporate power and authority to take and has duly taken  all
        necessary  corporate action to authorize (i) the Tender Offers  and
        Solicitations  (including any related borrowings or  financings  by
        Purchaser  or  any  of  its subsidiaries or affiliates),  (ii)  the
        purchase  by  Purchaser  of  Notes and  the  payment  for  Consents
        pursuant  to  the  Tender Offers and Solicitations  and  (iii)  the
        execution,  delivery  and performance of each of  the  Supplemental
        Indentures and this Agreement, and each of the Indentures and  this
        Agreement  has been, and, when executed and delivered by Purchaser,
        and,   as  applicable,  the  Falcon  Guarantors  and  the  relevant
        Trustee,  each  of  the  Supplemental  Indentures  will  be,   duly
        executed  and delivered on behalf of Purchaser and, if  applicable,
        the  Falcon  Guarantors and, assuming due authorization,  execution
        and  delivery  of  this  Agreement by Credit  Suisse  First  Boston
        Corporation  and  each  of  the  Supplemental  Indentures  by   the
        relevant  Trustee,  is  a legal, valid and  binding  obligation  of
        Purchaser  and,  if  applicable, the Falcon Guarantors  enforceable
        against  Purchaser  and, if applicable, the  Falcon  Guarantors  in
        accordance  with its terms, except that the enforceability  thereof
        may  be  limited  by  (x)  bankruptcy, insolvency,  reorganization,
        moratorium  and other laws now or hereafter in effect  relating  to
        creditors' rights generally and (y) general principles of equity.
  
  (3)   The   Tender  Offers  and  Solicitations  (including  any   related
        borrowings  or  financings by Purchaser or any of its  subsidiaries
        or  affiliates), the purchase of Notes by Purchaser and the payment
        for  Consents pursuant to the Tender Offers and Solicitations,  and
        the  execution, delivery and performance of each of this Agreement,
        and  the  Supplemental Indentures by Purchaser and, if  applicable,
        the  Falcon  Guarantors, do not and will not (i) conflict  with  or
        result  in  a violation of any of the provisions of the certificate
        of  incorporation or by-laws (or similar organizational  documents)
        of  Purchaser  or  the  Falcon Guarantors, (ii)  conflict  with  or
        violate  in any material respect any law, rule, regulation,  order,
        judgment  or  decree  applicable  to  Purchaser  or  any   of   its
        subsidiaries or by which any property or asset of Purchaser or  any
        of  its  subsidiaries is or may be bound or (iii) to  the  best  of
        such  counsel's  knowledge,  result in  a  breach  of  any  of  the
        material  terms or provisions of, or constitute a default (with  or
        without due notice and/or lapse of time) under, any loan or  credit
        agreement,   indenture,  mortgage,  note  or  other  agreement   or
        instrument  to  which  Purchaser or any of its  subsidiaries  is  a
        party  or  by which any of them or any of its properties or  assets
        is or may be bound.

  (4)   No    consent,    authorization,   approval,   order,    exemption,
        registration, qualification or other action of, or filing  with  or
        notice  to,  the  Commission or any Other  Agency  is  required  in
        connection with the execution, delivery and performance of each  of
        the  Supplemental Indentures and this Agreement by  Purchaser  and,
        if  applicable,  the Falcon Guarantors, the making or  consummation
        by  Purchaser  of  the  Tender  Offers  and  Solicitations  or  the
        consummation  of  the  other  transactions  contemplated  by   this
        Agreement  or  the Offer to Purchase, except where the  failure  to
        obtain  or  make  such  consent,  authorization,  approval,  order,
        exemption,  registration, qualification or other action  or  filing
        or  notification would not materially adversely affect the  ability
        of   Purchaser  and,  if  applicable,  the  Falcon  Guarantors,  to
        execute,  deliver  and perform each of the Supplemental  Indentures
        and  this Agreement or to commence and consummate the Tender Offers
        and Solicitations in accordance with their terms.

  (5)   Except  as  expressly disclosed in the Offer to  Purchase,  to  the
        best  of such counsel's knowledge, no stop order, restraining order
        or  denial  of an application for approval has been issued  and  no
        investigation,  proceeding  or litigation  has  been  commenced  or
        threatened  before the Commission or any Other Agency with  respect
        to   the   making  or  consummation  of  the  Tender   Offers   and
        Solicitations (including the obtaining or use of funds to  purchase
        Notes or pay for Consents pursuant thereto) or the consummation  of
        the  other transactions contemplated by this Agreement or the Offer
        to  Purchase  or  with respect to the ownership  of  the  Notes  by
        Purchaser.

  (6)   To   the  best  of  such  counsel's  knowledge,  Purchaser  has  no
        knowledge  of any material fact or information concerning Purchaser
        or  any  of  its subsidiaries, or the operations, assets, condition
        (financial  or otherwise) or prospects of Purchaser or any  of  its
        subsidiaries, which is required to be made generally  available  to
        the  public  and which has not been, or is not being, or  will  not
        be,  made  generally  available to the public  through  the  Tender
        Offer and Consent Solicitation Material or otherwise.

     Such  counsel  shall  also  advise that no  facts  have  come  to  its
     attention  which has caused him to believe that the Offer to  Purchase
     (apart  from the financial and market data and statistical information
     contained  or  incorporated by reference therein,  as  to  which  such
     counsel  need express no opinion) contains any untrue statement  of  a
     material fact or omits to state a material fact required to be  stated
     therein or necessary to make the statements made therein, in light  of
     the circumstances under which they were made, not misleading.
     
Exhibit C-2

Matters to be Addressed in the Opinion of Gardere & Wynne, L.L.P.

  (a)  The   Tender   Offers  and  Solicitations  (including  any   related
       borrowings or financings by Purchaser or any of its subsidiaries  or
       affiliates), the purchase by Purchaser of Notes and the payment  for
       Consents  pursuant to the Tender Offers and Solicitations,  and  the
       execution,  delivery  and performance of each  of  the  Supplemental
       Indentures  and this Agreement by Purchaser and, if applicable,  the
       Falcon  Guarantors, comply and will comply in all material  respects
       with  all  applicable  requirements of applicable   law,  including,
       without limitation, any applicable regulations of the Commission and
       Other  Agencies, and all applicable judgments, orders or decrees  of
       which  such  counsel  has knowledge, and no consent,  authorization,
       approval,  order,  exemption, registration, qualification  or  other
       action  of,  or filing with, the Commission or any Other  Agency  is
       required  in connection with the execution, delivery and performance
       of  each  of  the  Supplemental Indentures  and  this  Agreement  by
       Purchaser  and, if applicable, the Falcon Guarantors, the making  or
       consummation by Purchaser of the Tender Offers and Solicitations  or
       the  consummation  of  the other transactions contemplated  by  this
       Agreement  or  the Offer to Purchase, except where  the  failure  to
       obtain   or  make  such  consent,  authorization,  approval,  order,
       exemption, registration, qualification or other action or filing  or
       notification  would not materially adversely affect the  ability  of
       Purchaser  and,  if applicable, the Falcon Guarantors,  to  execute,
       deliver  and  perform each of the Supplemental Indentures  and  this
       Agreement  or  to  commence and consummate  the  Tender  Offers  and
       Solicitations in accordance with their terms.
  (b)  Except as expressly disclosed in the Offer to Purchase, to the  best
       of  such  counsel's knowledge, no stop order, restraining  order  or
       denial  of  an  application for approval  has  been  issued  and  no
       investigation,  proceeding  or  litigation  has  been  commenced  or
       threatened before the Commission or any Other Agency with respect to
       the  making  or  consummation of the Tender Offers and Solicitations
       (including  the obtaining or use of funds to purchase Notes  and  to
       pay  for Consents pursuant thereto) or the consummation of the other
       transactions contemplated by this Agreement or the Offer to Purchase
       or with respect to the ownership of the Notes by Purchaser.
  (c)  Purchaser  is  not,  nor  will be as a result  of  the  purchase  by
       Purchaser of Notes that it may become obligated to purchase pursuant
       to the terms of the Tender Offers, an "investment company" under the
       Investment  Company  Act  of 1940, as amended,  and  the  rules  and
       regulations promulgated by the Commission thereunder.

  
Such  counsel  shall also advise that no facts have come to  its  attention
which  has caused it to believe that the Offer to Purchase (apart from  the
financial  and  market  data  and  statistical  information  contained   or
incorporated by reference therein, as to which such counsel need express no
opinion) contains any untrue statement of a material fact or omits to state
a  material  fact required to be stated therein or necessary  to  make  the
statements  made  therein, in light of the circumstances under  which  they
were made, not misleading.