EXHIBIT 10.1

                     TERMINATION AGREEMENT


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

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

     1.   As   of   the   Effective  Date  Webster  tenders   his
          resignation as President and Chief Executive Officer 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 (except that  Webster  shall
          remain a director of RBF Finance Co.), 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  Webster a severance package consisting  of
          the following:

               a.   A  lump sum in cash, less deductions required
                    by  law,  the  sum of Webster's  annual  base
                    salary  through May 31, 1999, to  the  extent
                    not  theretofore paid, (2) the product of (x)
                    Webster'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 Webster (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,  the product of the (a) sum  of  the
                    highest  annual base salary and  the  highest
                    annual bonus that has been payable to Webster
                    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  Webster
                    received  a  bonus  equivalent  to  $562,320)
                    times (b) three;

               c.   Through  and including May 31, 2002,  Webster
                    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
                    Webster's Stock Option Agreement dated as  of
                    April  7,  1999, the immediate  vesting  with
                    respect  to the 1,080,000 options to purchase
                    the common stock of R&B Falcon awarded to Mr.
                    Webster  thereunder with  right  to  exercise
                    such  options until April 7, 2009, R&B Falcon
                    hereby  expressly waiving the  provisions  of
                    Paragraph 18 of such stock option agreement;

               e.   The period of time within which Webster shall
                    be entitled to exercise the outstanding stock
                    options granted to him under his Stock Option
                    Agreement  dated January 23,  1996  shall  be
                    extended  from  three months to  January  23,
                    2008, notwithstanding the provisions of  such
                    stock option agreement; and

               f.   R&B Falcon agrees to retain Mr. Webster as  a
                    consultant  to R&B Falcon for period  of  two
                    years  commencing  June 1,  1999,  under  and
                    pursuant  to  a Consulting Agreement  in  the
                    form   attached  as  Exhibit  "A"   to   this
                    Agreement.

          All  cash  payments due to Webster 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 the Company 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 Webster  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  Webster'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.



                         ________________________
                              Steven A. Webster



                         R&B FALCON CORPORATION



                         By:_____________________
                              Paul B. Loyd, Jr.
                              Chairman



                           EXHIBIT "A"


                       CONSULTING AGREEMENT


     This  Agreement is made and entered into effective  the  1st
day  of  June,  1999,  by and between R&B Falcon  Corporation,  a
Delaware  (U.S.A.) corporation, having an office  at  901  Thread
needle,  Suite  200,  Houston, Texas  77079,  hereinafter  called
COMPANY, and Steven A. Webster, an individual, having an  address
at  3662  Piping Rock, Houston, Texas  77027, hereinafter  called
CONSULTANT.

      In  consideration of the mutual covenants herein contained,
the parties agree as follows:

     1.    ENGAGEMENT.  The Company hereby retains Consultant  to
     provide  consulting services with respect to strategies  and
     policies,  special  projects, incentives,  goals  and  other
     matters  related  to  the  development  and  growth  of  the
     Company.   Such services shall be as directed by  the  Chief
     Executive Officer of the Company or other person or  persons
     as  designated by the Chief Executive Officer from  time  to
     time.

     2.    TERM.    The term of this Agreement shall commence  on
     June  1, 1999 and continue in effect thereafter through  May
     31,  2001.  Unless either party gives 60 days prior  written
     notice  to  the other party of its intention not to  extend,
     the  term shall be extended (thereafter automatically,  from
     time  to  time, for an additional 12 month period.   If  any
     such notice shall be given, the term of this Agreement shall
     not be extended thereafter.

     3.    COMPENSATION.  As compensation for the performance  by
     Consultant  of  services under this Agreement,  the  Company
     agrees to pay to Consultant the following:

          (a)  an annual retainer fee of $300,000.00, and

          (b)  Company  agrees  to pay direct to  the  vendor  or
               reimburse  Consultant, as the case may be,  reason
               able expenses incurred by Consultant in connection
               with  the  performance of his services under  this
               Agreement.   These expenditures  and  expenses  in
               curred by and on behalf of Consultant shall be  in
               accordance with those policies currently in effect
               for  Company.   These expenses shall  include  but
               shall not be limited to:

                    (1)   Transportation, meals and lodging, park
                    ing,  tips or any other expenses incurred  in
                    accordance with Company's policies and  proce
                    dures;

                    (2)   Telephone, facsimile or other communica
                    tion costs;

                    (3)   The Company's current per mile rate for
                    Consultant's  use of his personal  automobile
                    on Company's business; and

                    (4)   Professional and club  fees  and  other
                    expenses  approved  by  the  Company's  Chief
                    Executive Officer.

          In  addition, the Company agrees to provide  Consultant
     an office and secretarial assistance.

     4.   PAYMENTS.

          (a)   The  annual retainer referred to in Article  3(a)
     above shall be paid in monthly installments of $25,000.00 on
     the  last  day of the calendar month for services  performed
     during the month.

          (b)    Expense   statements  shall  be   submitted   by
     Consultant  with  reasonable  documentation.   Reimbursement
     shall  be  paid within ten (10) days of receipt  of  expense
     statement by Company.

          (c)   Consultant may request cash advances for  special
     purposes such as trips incurred at Company's request.   Such
     cash  advances  shall  be approved by  Company's  designated
     person  and  such amount shall be deducted from Consultant's
     first expense statement submitted after such cash advance or
     any  balance  outstanding shall be repaid with submittal  of
     the expense statement.

          5.   GENERAL.

          (a)   Consultant agrees the extent and character of the
     work  to  be  done  by Consultant shall be  subject  to  the
     general supervision, direction, control and approval of  the
     Company's  Chief Executive Officer to whom Consultant  shall
     report  and be responsible.  In the performance of the  work
     and  services  hereunder  Consultant  shall  be  deemed   an
     independent contractor.

          (b)  Consultant shall be responsible for the payment of
     all  taxes  imposed  by any governmental  authority  on  his
     services and fees.

          (c)   Any  suggestions, analyses,  programs,  products,
     materials  conceived,  prepared or developed  by  Consultant
     during  the term of this Agreement, whether alone or jointly
     with  others,  which  relate  to  any  aspect  of  Company's
     business shall be Company's sole and exclusive property.

          (d)   All information obtained by Consultant or communi
     cated  to Consultant by Company in the course of conduct  of
     Consultant's work and services hereunder shall be considered
     confidential and shall not be divulged by Consultant to  any
     person,   firm  or  corporation  other  than  the  Company's
     representative without the Company's prior written  consent.
     The  Company  shall  furnish any information  necessary  for
     Consultant to carry out Consultant's duties.

          (e)   Consultant  shall not assign  or  sublet  any  of
     Consultant's obligations hereunder without the prior written
     consent  of  Company.  This Agreement  shall  inure  to  the
     benefit  of and be binding on the executors, administrators,
     personal  representatives, permitted assigns and  successors
     of the respective parties.

          (f)   In  acknowledgement of occasional transportation,
     meals, lodgings and furnished office space being provided by
     Company to enable and assist Consultant in the execution  of
     his duties and in exchange for Company's agreement to defend
     and indemnify Consultant from any claims for personal injury
     to  Company  and Company's clients' personnel or  damage  to
     Company  and  Company's  clients'  property,  regardless  of
     whether Consultant may be negligent or otherwise legally  at
     fault, Consultant agrees to defend and indemnify Company and
     its  clients,  and  other consultants from  any  claims  for
     personal injury to, or death resulting therefrom, to  Consul
     tant  or  damage to or loss of Consultant's property arising
     out of the work, regardless of whether Company may be or may
     be alleged to be negligent or otherwise legally at fault.

     6.    MODIFICATION.  No modification, amendment or waiver of
     any  of  the provisions of this Agreement shall be effective
     unless   made  in  writing,  specifically  refer   to   this
     Agreement, and be signed by each of the parties hereto.

     7.    NOTICES.  Any notices required or permitted  hereunder
     shall  be  in  writing and shall be delivered in  person  or
     mailed   certified  or  registered  mail,   return   receipt
     requested, properly addressed:

          (a)   If to the Company, to R&B Falcon Corporation, 901
     Threadneedle,  Suite  200,  Houston,  Texas   77079,   Attn:
     Chairman and Chief Executive Officer; or

          (b)   If  to  Consultant, to Steven  A.  Webster,  3662
     Piping Rock, Houston, Texas  77027.

     Either  party  hereto may designate a different  address  by
     written notice given to the other party.

     8.    ENTIRE  AGREEMENT.   This  Agreement  constitutes  the
     entire  Agreement of the parties with respect to the subject
     matter hereof.



     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
instrument to be duly executed as of the day and year first above
written.



                                   __________________________
                                        Steven A. Webster



                                   R&B FALCON CORPORATION


                                   By:  _______________________
                                        Paul B. Loyd, Jr.
                                        Chairman