Exhibit 10.2
                                                                           
                             LETTER AGREEMENT
                                     


     This Letter Agreement (the "Letter Agreement") is entered into by  and
between  RBF  Deepwater  Exploration Inc. ("RBF")  and  Conoco  Development
Company ("CDC") as of the 7th day of August, 1998.  Capitalized terms  used
herein  and not otherwise defined shall have the meaning set forth  in  the
Limited  Liability Company Agreement between RBF and CDC dated October  28,
1996  as  same has been amended by Amendments Nos. 1, 2, 3 and 4 (the  "LLC
Agreement").

Background

     RBF  and  CDC  each  own a Membership Interest in  Deepwater  Drilling
L.L.C.  ("Deepwater") and are the sole Members of Deepwater, all as further
set  out  in the LLC Agreement.  Deepwater is entering into a Participation
Agreement  dated  as  of  July 30, 1998 by and among  Deepwater;  Deepwater
Investment Trust 1998-A, as Investment Trust; Wilmington Trust FSB, not  in
its individual capacity, except as expressly stated therein, but solely  as
Investment Trustee; ABN AMRO Bank N.V., as Administrative Agent; Wilmington
Trust  Company, not in its individual capacity except as expressly provided
therein,  but  solely as Charter Trustee; BA Leasing & Capital Corporation,
as  Documentation  Agent; The Bank of Nova Scotia,  as  Syndication  Agent;
certain  other financial institutions that are listed therein or  that  may
thereafter  become party thereto; and solely with respect to  Sections  5.2
and 6.4 of such Participation Agreement, RBF Deepwater Exploration Inc. and
Conoco Development Company, and related documents, including a Construction
Supervisory Agreement, (all of such documents collectively referred  to  as
the  "Transaction Documents") with various parties, whereby Deepwater  will
have funds advanced to it in an amount up to US $260,000,000.  The proceeds
of  such  advances  shall  be  used to:  (i) repay  Conoco  Inc.  (formerly
Continental Oil Company) Charter Number 523126 ("Conoco"), amounts advanced
by  Conoco pursuant to the Credit Agreement dated October 31, 1996, between
Deepwater  and Conoco (as same may have been amended or extended from  time
to time, the "Credit Agreement"); (ii) repay amounts loaned to Deepwater by
Bank  of  America  National  Trust and Savings Association  pursuant  to  a
Business  Loan  Agreement dated as of December 22, 1997 (as same  may  have
been amended or extended from time to time, the "Loan"); (iii) fund amounts
due  the  Builder under the shipbuilding contract previously  entered  into
between Deepwater and the Builder on October 31, 1996, for the construction
and  purchase of the Builder's Hull No. 1220 (the "Shipbuilding Contract");
and  (iv)  fund  the  acquisition by Deepwater of certain  buyer  furnished
equipment and/or services needed in connection with the construction of the
Drillship.

     In  connection with Deepwater entering into the Transaction Documents,
Conoco has agreed to provide a Completion Guaranty to certain parties  (the
"Completion Guaranty") of certain of the obligations of Deepwater under the
Transaction  Documents, including the obligation of  Deepwater  in  certain
instances to repay the amounts advanced to Deepwater in accordance with the
Transaction Documents.

Understanding and Agreement

     RBF  and  CDC  hereby  confirm and agree that the Completion  Guaranty
provided by Conoco in connection with the Transaction Documents is and will
be considered a guaranty of the type and nature described in Section 5.2 of
the  LLC Agreement and that in accordance with Section 5.2, each of RBF and
CDC  will,  upon the notice and within the time periods set out in  Section
5.2, contribute to the Company its respective Sharing Ratio of any and  all
monies that may become due pursuant to the terms of the Completion Guaranty
provided  by  Conoco  in connection with the Transaction  Documents.   This
understanding and agreement is also confirmed for and shall  inure  to  the
benefit of Conoco and any successor thereof.

     With  respect to governing law and forums for dispute resolution,  the
parties  hereby incorporate by reference Section 14.2 of the LLC  Agreement
as fully as if it was set out herein.
     
     This Letter Agreement is executed in duplicate originals.


RBF DEEPWATER EXPLORATION                CONOCO DEVELOPMENT
INC.                                     COMPANY

By:                                      By:

Name:                                    Name:

Title:                                   Title:


                              Acknowledgment

     Each  of Conoco Inc. (formerly Continental Oil Company) Charter Number
523126  (with  respect to any failure by CDC to meet its obligations  under
this  Letter  Agreement) and R&B Falcon Corporation (with  respect  to  any
failure  by  RBF  to  meet  its obligations under  this  Letter  Agreement)
acknowledges  that  such  failure  constitutes  an  obligation  for   which
indemnification is due within the scope of Section 1 of the Indemnification
Agreement  dated  as  of  October 28, 1996,  between  Conoco  Inc.  and  RB
Deepwater  Exploration Inc. (now named RBF Deepwater Exploration  Inc.)  or
Section  1  of  the Indemnification Agreement dated as of April  24,  1998,
between  R&B Falcon Corporation and CDC, as the case may be, from  time  to
time. This Acknowledgement is binding upon respective successors of each of
Conoco  Inc. (formerly Continental Oil Company) Charter Number  523126  and
R&B Falcon Corporation.

Dated as of August 7, 1998.

CONOCO INC.                             R&B FALCON CORPORATION
(Formerly Continental Oil Company)
Charter Number 523126

By:                                     By:

Name:                                   Name:

Title:                                  Title: