Exhibit 10.16

                            GUARANTY AGREEMENT
                               (R&B Falcon)

      THIS  GUARANTY AGREEMENT (this "Guaranty") is dated as of  April  24,
1998  and  is  by  R&B  FALCON  CORPORATION, a  Delaware  corporation  (the
"Guarantor"),  in  favor  of  BANK OF AMERICA NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION, as administrative agent (in such capacity, the "Administrative
Agent")  for  its benefit and for the ratable benefit of the  Documentation
Agent  and the financial institutions (the "Banks") now or hereafter  party
to  that certain Credit Agreement dated as of November 10, 1997, as amended
by  First  Amendment dated as of even date herewith (as  the  same  may  be
further  amended, modified or restated from time to time and at  any  time,
the   "Credit   Agreement"),  among  DEEPWATER  DRILLING  II   L.L.C   (the
"Borrower"), the Banks, the Administrative Agent, and NATIONAL  WESTMINSTER
BANK Plc, as Documentation Agent.

                           W I T N E S S E T H:

     WHEREAS, pursuant to the terms of the Credit Agreement, the Banks have
agreed to extend credit to the Borrower;

      WHEREAS,  the obligation of the Banks to extend credit is conditioned
upon,  among  other things, the execution and delivery by the Guarantor  of
this Guaranty;

      WHEREAS, the Guarantor, through its wholly-owned indirect subsidiary,
RB  Deepwater  Exploration II Inc. ("R&BII"), owns a  sixty  percent  (60%)
equity interest in the Borrower;

      WHEREAS, the Borrower was formed for the purposes of constructing and
operating the Drillship (and for the other incidental purposes set forth in
the  Limited Liability Company Agreement pursuant to which the Borrower was
formed),  and  it is intended that the Drillship will be used  in  part  in
connection with the exploration or development activities of the  Guarantor
and  its subsidiaries, and therefore, the Guarantor will derive substantial
direct and indirect economic benefit from the extensions of credit pursuant
to the Credit Agreement;

     NOW, THEREFORE, (i) in consideration of the premises and to induce the
Banks to enter into the Credit Agreement and to extend credit, (ii) at  the
special  insistence and request of the Administrative Agent and the  Banks,
and  (iii)  for  other  good and valuable consideration,  the  receipt  and
sufficiency  of  which  are hereby acknowledged,  the  Guarantor,  for  the
benefit of the Administrative Agent, the Documentation Agent and the Banks,
hereby agree as follows:

     Section 1.     Defined Terms.

          (a)  Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined.
          
          (b)   The following terms used herein shall have the meanings set
forth below:
          "Guarantor  Default" means any event or circumstance which,  with
     the  giving of notice, the lapse of time, or both, would (if not cured
     or remedied during such time) constitute a Guarantor Event of Default.
          
          "R&B   Credit   Amendment"  means  any  amendment,  modification,
     replacement,  termination (a "change") of any terms of  any  documents
     governing  the  R&B  Credit  Facility  if,  in  the  opinion  of   the
     Administrative  Agent (acting upon direction of the  Majority  Banks),
     such  change could be construed to have a material adverse  effect  on
     the Majority Banks.
          
          "R&B Credit Facility" means (a) the credit arrangements evidenced
     by the Credit Agreement dated as of April 24, 1998 among the Guarantor
     as  borrower  thereunder, The Chase Manhattan Bank  as  Administrative
     Agent, and the other agents and banks parties thereto, as the same may
     be  further amended (with the consent of the Majority Banks,  if  such
     consent  is  required pursuant to Section 7(b) of this Guaranty),  and
     (b) any credit arrangement or Indebtedness entered into or incurred in
     renewal, extension, replacement or restatement thereof.
          
     Section 2.     Guaranty.

           (a)   The  Guarantor  hereby, unconditionally  and  irrevocably,
guarantees the prompt performance and payment in full in Dollars  when  due
(whether  at  stated  maturity,  by  acceleration  or  otherwise)  of   the
Obligations  heretofore  or hereafter incurred by  the  Borrower,  and  the
Guarantor  further  agrees to pay all costs, fees and expenses  (including,
without limitation, counsel fees of outside counsel, and the allocated cost
of  in-house counsel) incurred by the Administrative Agent or any  Bank  in
enforcing any rights under this Guaranty.

           (b)   Notwithstanding  anything herein  or  in  any  other  Loan
Document  to the contrary, the maximum aggregate liability of the Guarantor
under  this Guaranty at any time shall not exceed an amount equal to  sixty
percent  (60%)  of  the dollar amount of the Obligations then  outstanding.
Such  amount shall be calculated without giving effect to payments made  by
any  guarantor  of any part of the Obligations other than payments  by  the
Guarantor.

     Section 3.     Guaranty Absolute.

           (a)   The obligations of the Guarantor hereunder are those of  a
primary  obligor,  and  not merely a surety, and  are  independent  of  the
Obligations.   A  separate action or actions may  be  brought  against  the
Guarantor  whether  or not an action is brought against the  Borrower,  any
other  guarantor or other obligor in respect of the Obligations or  whether
the  Borrower, any other guarantor or any other obligor in respect  of  the
Obligations are joined in any such action or actions.

           (b)   Subject to the limitation set forth in Section 2(b) above,
the  Guarantor  guarantees that the Obligations will be paid and  performed
strictly in accordance with the terms of the Credit Agreement and the other
Loan  Documents regardless of any law, regulation or order now or hereafter
in  effect in any jurisdiction affecting any of such terms or the rights of
the  Administrative Agent or the Banks with respect thereto.  The Guarantor
agrees  that its guarantee constitutes a guarantee of payment when due  and
not  of  collection.   The liability of the Guarantor under  this  Guaranty
shall be absolute and unconditional irrespective of:

             (i)      any  lack of genuineness, validity, legality  or
     enforceability of the Credit Agreement, any other  Loan  Document
     or  any  other document, agreement or instrument relating thereto
     or any assignment or transfer of any thereof;
     
           (ii)     any change in the time, manner or place of payment
     of,  or  in  any  other term of, all or any  of  the  Obligations
     (including,  without limitation, the possible  extension  of  the
     Revolving  Termination Date and increase of  the  amount  of  the
     Commitments  all  on the terms and conditions set  forth  in  the
     Credit   Agreement),  or  any  waiver,  indulgence,   compromise,
     renewal,  extension,  amendment, modification  of,  or  addition,
     consent,  supplement  to, or consent to departure  from,  or  any
     other  action  or  inaction under or in respect  of,  the  Credit
     Agreement  or any other Loan Document or any document, instrument
     or  agreement relating to the Obligations or any other instrument
     or agreement referred to therein or any assignment or transfer of
     any thereof;
     
           (iii)      any  release  or partial release  of  any  other
     guarantor or other obligor in respect of the Obligations;
     
            (iv)      any exchange, release or non-perfection  of  any
     collateral for all or any of the Obligations, or any release,  or
     amendment  or  waiver  of,  or consent  to  departure  from,  any
     guaranty or security, for all or any of the Obligations;
     
             (v)      any  furnishing of any security for any  of  the
     Obligations;
     
             (vi)      the  liquidation,  bankruptcy,  insolvency   or
     reorganization  of  the Borrower, any other  guarantor  or  other
     obligor  in  respect of the Obligations or any action taken  with
     respect  to this Guaranty by any trustee or receiver, or  by  any
     court, in any such proceeding;
     
            (vii)       any   modification  or  termination   of   any
     intercreditor or subordination agreement pursuant  to  which  the
     claims  of  other creditors of the Borrower or the Guarantor  are
     subordinated to those of the Banks; or
     
           (viii)     any  other  circumstance which  might  otherwise
     constitute  a  defense  available to, or  a  legal  or  equitable
     discharge of, the Borrower or the Guarantor.

           (c)   This  Guaranty  shall  continue  to  be  effective  or  be
reinstated,  as  the case may be, if at any time payment or performance  of
the  Obligations, or any part thereof, is, upon the insolvency,  bankruptcy
or reorganization of the Borrower or the Guarantor or otherwise pursuant to
applicable  law,  rescinded  or reduced in  amount  or  must  otherwise  be
restored or returned by the Administrative Agent or any Bank, all as though
such payment or performance had not been made.

           (d)   If  an  event permitting the acceleration of  any  of  the
Obligations  shall  at any time have occurred and be  continuing  and  such
acceleration  shall  at such time be prevented by reason  of  the  pendency
against  the  Borrower  of  a case or proceeding under  any  bankruptcy  or
insolvency  law, the Guarantor agrees that, for purposes of  this  Guaranty
and its obligations hereunder, the Obligations shall be deemed to have been
accelerated and, subject to the limitation set forth in Section 2(b) above,
the  Guarantor agrees to forthwith pay such Obligations (including, without
limitation,  interest which but for the filing of a petition in  bankruptcy
with  respect to the Borrower, would accrue on such Obligations),  and  the
other obligations hereunder, without any further notice or demand.

      Section  4.      Waivers.   The Guarantor hereby  waives  promptness,
diligence,  notice  of  intention to accelerate,  notice  of  acceleration,
notice  of acceptance and any and all other notices with respect to any  of
the   Obligations   and  this  Guaranty  and  any  requirement   that   the
Administrative  Agent or any Bank protect, secure, perfect  or  insure  any
security interest in or any Lien on any property subject thereto or exhaust
any  right or take any action against the Borrower, any other guarantor  or
any  other  Person or any collateral or security or to any balance  of  any
deposit  accounts  or  credit on the books of any  Bank  in  favor  of  the
Borrower or the Guarantor.

      Section  5.     Subrogation.  The Guarantor agrees that it  will  not
exercise   any   rights  of  subrogation,  reimbursement  or  contribution,
contractual,  statutory  or  otherwise which  it  may  acquire  by  way  of
subrogation  under  this Guaranty, by any payment hereunder  or  otherwise,
until  all  of  the  Obligations have been paid in full  in  cash  and  all
Commitments have terminated.

       Section   6.      Representations  and  Warranties.   The  following
representations and warranties are hereby made to the Administrative  Agent
and the Banks:

           (a)   The  Guarantor  represents  and  warrants  that  it  is  a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.

           (b)  The Guarantor represents and warrants that it:  (i) is duly
qualified as a foreign corporation and in good standing under the  laws  of
each  jurisdiction  where qualification or licensing  is  required  by  the
nature  of its business except where the absence of such qualification  has
no  reasonable  likelihood  of  having a Material  Adverse  Effect  on  the
business, properties, assets or conditions (financial or otherwise) of  the
Guarantor;  (ii)  has all requisite corporate power and authority  and  the
legal  right  to own, pledge, mortgage and operate its properties,  and  to
conduct its business as now or currently proposed to be conducted; (iii) is
in compliance with its certificate of incorporation and bylaws; (iv) is not
in  default under any material agreement; and (v) is in compliance with all
applicable law except if such noncompliance has no reasonable likelihood of
having  a  Material Adverse Effect on the business, operations, properties,
assets  or conditions (financial or otherwise) of the Guarantor or  on  its
ability to perform its obligations under this Guaranty.

           (c)   The  Guarantor represents and warrants that the execution,
delivery, and performance by the Guarantor of this Guaranty (i) are  within
the  Guarantor's  corporate powers; (ii) have been duly authorized  by  all
necessary  corporate  action;  (iii)  do  not  contravene  the  Guarantor's
certificate  of  incorporation or bylaws; and (iv)  do  not  result  in  or
require  the  creation  of any Lien upon or with  respect  to  any  of  its
properties.

           (d)  The Guarantor represents and warrants that no authorization
or  approval  or  other action by, and no notice to  or  filing  with,  any
Governmental  Authority  is required for the due  execution,  delivery  and
performance by the Guarantor of this Guaranty.

           (e)  The Guarantor represents and warrants that this Guaranty is
a  legal, valid and binding obligation of the Guarantor enforceable against
the  Guarantor in accordance with its terms, except as enforcement  may  be
limited  by  applicable bankruptcy, insolvency or similar laws relating  to
creditors'  rights  generally, as such laws would apply  in  the  event  of
bankruptcy,  insolvency or other similar occurrence  with  respect  to  the
Guarantor,  and  except as may be limited by equitable principles  (whether
enforcement is sought in equity or law).

           (f)   The  Guarantor represents and warrants that  there  is  no
pending  or threatened action or proceeding affecting the Guarantor  before
any Governmental Authority which has any reasonable likelihood of having  a
Material Adverse Effect on the business, operations, properties, assets  or
conditions (financial or otherwise) of the Guarantor, the Liens created  by
any  Loan  Document  or  the  ability  of  the  Guarantor  to  perform  its
obligations under this Guaranty.

           (g)   The  Guarantor  represents and  warrants  that:   (i)  the
consolidated  financial statements of the Guarantor  and  its  subsidiaries
dated  December 31, 1997, and the related consolidated statements of income
or  operations,  shareholders' equity and cash flows for  the  fiscal  year
ended  on that date, (A) were prepared in accordance with GAAP consistently
applied   throughout  the  period  covered  thereby,  except  as  otherwise
expressly  noted  therein, subject to ordinary, good faith  year-end  audit
adjustments;  and  (B)  fairly  present  the  financial  condition  of  the
Guarantor  and  its  subsidiaries as of the date  thereof  and  results  of
operations  for  the  period covered thereby; and (ii) since  December  31,
1997,  there  has  been  no Material Adverse Effect  with  respect  to  the
Guarantor.

     Section 7.     Certain Covenants.

          (a)   Information Covenants.  The Guarantor shall deliver to  the
Administrative Agent, in form and detail satisfactory to the Administrative
Agent and the Majority Banks, with sufficient copies for each Bank:
          
                 (i)    Annual  Financial  Statements.   As  soon   as
     available,  but  not later than 90 days after  the  end  of  each
     fiscal  year,  a copy of the consolidated balance  sheet  of  the
     Guarantor and its subsidiaries as at the end of such year and the
     related  consolidated statements of operations and of cash  flows
     for such year, setting forth comparative consolidated figures for
     the  previous  fiscal year, and accompanied by the opinion  of  a
     nationally-recognized   independent   public   accounting    firm
     ("Independent  Auditor")  which  report  shall  state  that  such
     consolidated  financial statements present fairly  the  financial
     position  for  the  periods indicated  in  conformity  with  GAAP
     applied  on  a  basis consistent with prior years.  Such  opinion
     shall  not  be  qualified or limited because of a  restricted  or
     limited  examination by the Independent Auditor of  any  material
     portion of the subject companies;

                (ii)  Quarterly  Financial  Statements.   As  soon  as
     available,  but not later than 45 days after the end of  each  of
     the  first three fiscal quarters of each fiscal year, a  copy  of
     the unaudited consolidated balance sheet of the Guarantor and its
     subsidiaries  as  of  the  end of such quarter  and  the  related
     consolidated statements of operations and of cash flows  for  the
     period and for the elapsed portion of the fiscal year ended  with
     the  last day of such quarterly period, and in each case  setting
     forth the comparative consolidated figures for the related period
     in  the  prior fiscal year, and certified by the chief  financial
     officer  or controller of the Guarantor as fairly presenting,  in
     accordance with GAAP, subject to changes resulting from audit and
     normal year-end audit adjustments, the financial position and the
     results of operations of the Guarantor and its subsidiaries;

                (iii)     Compliance Certificate.  At the time of  the
     delivery  of  the financial statements provided for  in  Sections
     7(a)(i)  and (ii), a certificate signed by a Responsible  Officer
     of the Guarantor, stating that (A) the financial statements being
     delivered  present fairly the financial position of the Guarantor
     as  of  the date thereof, (B) as of the date of such certificate,
     no  Guarantor Default or Guarantor Event of Default exists (or if
     it  does  exist,  an explanation of same and of  the  action  the
     Guarantor   intends   to   take  to   remedy   same),   (C)   the
     representations and warranties of the Guarantor set forth in this
     Guaranty are true and correct in all material respects as of  the
     date  of such certificate except those which relate solely to  an
     earlier  date,   (D)  as  of  the date of  such  certificate,  no
     actions,  suits  or  proceedings are  pending  or,  to  the  best
     knowledge  of  the Guarantor threatened, at law,  in  equity,  in
     arbitration  or  before  any Government  Authority,  against  the
     Guarantor or any of its properties which:  (x) purport to  or  do
     restrain the performance by the Guarantor under this Guaranty, or
     (y)  individually  or  in  the  aggregate,  could  reasonably  be
     expected  to have a Material Adverse Effect with respect  to  the
     Guarantor  and its subsidiaries taken as a whole, and  (E)  since
     the  date of the financial statements being delivered, there  has
     been no Material Adverse Effect with respect to the Guarantor and
     its subsidiaries taken as a whole;
     
                (iv)  Information Provided to Lenders.  Promptly  upon
     transmission thereof, copies of all other information  concerning
     the  Guarantor  and its Subsidiaries which is  delivered  to  the
     agent  and/or financial institutions pursuant to the  R&B  Credit
     Facility;
     
                (v)  SEC Reports.  Promptly upon transmission thereof,
     copies of any material filings and registration with, and reports
     to,  the  SEC by the Guarantor or its subsidiaries and copies  of
     all  financial statements, proxy statements, notices and  reports
     as  the Guarantor or any of its subsidiaries shall generally send
     to  analysts  or  all  holders of their capital  stock  in  their
     capacity  as  such  holders  (in each  case  to  the  extent  not
     theretofore  delivered to the Banks pursuant to  this  Guaranty);
     and

               (vi) Additional Information.  Promptly, such additional
     information  regarding  the  business,  financial  or   corporate
     affairs  of  the Guarantor or any subsidiary of the Guarantor  as
     any  Bank, acting through the Administrative Agent, may from time
     to time reasonably request.
          
          (b)   Amendments to R&B Credit Agreement.  (i) Prior to  agreeing
to any R&B Credit Amendment, the Guarantor agrees to deliver a copy thereof
to  the  Administrative Agent.  The Guarantor agrees not to consent  to  or
permit  any R&B Credit Amendment without the prior written consent  of  the
Majority Banks acting through the Administrative Agent.
          
          (ii)  No Subsidiary of the Guarantor shall guarantee or otherwise
become  liable  for repayment of, nor shall the Guarantor  or  any  of  its
Subsidiaries  give any security for, all or any part of Indebtedness  under
the  R&B  Credit Facility, unless simultaneously therewith a guarantee  (or
security  agreement(s),  as  applicable)  is  executed  in  favor  of   the
Administrative   Agent   and  the  Banks,  such  guarantee   (or   security
agreement(s),  as applicable) to be upon substantially the  same  terms  as
granted  to  such  other  creditors and otherwise  in  form  and  substance
satisfactory to the Administrative Agent acting upon the direction  of  the
Majority Banks.
          
          (c)   Other Indebtedness and Permitted Liens.  The Guarantor will
not,  and  will  not  permit any of its Subsidiaries to (i)  create,  incur
assume  or  permit  to  exist any Indebtedness (as defined  in  the  Credit
Agreement  governing  the  R&B  Credit Facility  (the  "R&B  Falcon  Credit
Agreement"))  except  as permitted by the R&B Falcon Credit  Agreement,  or
(ii)  create, incur, assume or permit to exist any Lien (as defined in  the
R&B  Falcon  Credit  Agreement)  on any property  or  asset  now  owned  or
hereafter  acquired  by  it,  or assign or  sell  any  income  or  revenues
(including accounts receivable) or rights in respect of any thereof, except
as permitted by the R&B Falcon Credit Agreement.

      Section 8.     Further Assurances.  The Guarantor agrees that at  any
time  and from time to time, at the expense of the Guarantor, the Guarantor
will  promptly  execute and deliver all further instruments and  documents,
and  take  all further action, that may be necessary or desirable,  as  the
Administrative  Agent may reasonably request, to enable the  Administrative
Agent  to  protect  and  to exercise and enforce its  rights  and  remedies
hereunder.

      Section 9.     Application of Payments.  Any payment received by  the
Administrative  Agent  from the Guarantor (or from  any  Bank  pursuant  to
Section 14 below), shall be applied by the Administrative Agent as follows:

                First,  to  the  payment  of  costs  and  expenses  of
     collection   and  all  expenses  (including  without   limitation
     Attorney Costs), liabilities and advances made or incurred by the
     Administrative Agent in connection therewith;
     
                Next,  to  the  Banks  pro rata,  based  on  the  then
     outstanding amount of the Obligations owed to each in payment  in
     full of the Obligations; and
     
                Finally, after payment in full of all Obligations  and
     the termination of the Commitments, the payment to the Guarantor,
     or  its  successors and assigns, or to whomsoever may be lawfully
     entitled  to  receive  the  same  or  as  a  court  of  competent
     jurisdiction may direct, of any surplus then remaining from  such
     proceeds;
     
provided, however, that nothing contained in this Section 9 shall expand or
modify  the  limitation on the Guarantor's liability set forth  in  Section
2(b) of this Guaranty.
     
       Section   10.      Decisions  Relating  to  Exercise  of   Remedies.
Notwithstanding   anything  in  this  Guaranty   to   the   contrary,   the
Administrative Agent may exercise, and at the request of the Majority Banks
shall exercise or refrain from exercising, all rights and remedies provided
for herein and provided by law.

       Section  11.     No  Waiver.   No  failure  on  the  part   of   the
Administrative  Agent or any Bank to exercise, and no delay in  exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single
or  partial  exercise of any right hereunder preclude any other or  further
exercise  thereof or the exercise of any other right.  The remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

      Section  12.     Amendments,  Etc.  No amendment  or  waiver  of  any
provision  of this Guaranty, nor consent to any departure by the  Guarantor
herefrom,  shall  in any event be effective unless the  same  shall  be  in
writing and signed, in the case of amendments, by the Guarantor and by  the
Administrative Agent (acting with the consent of the Majority Banks or  all
the  Banks,  as  may be required pursuant to Section 10.01  of  the  Credit
Agreement)  and,  in  the case of consent or waiver, by the  Administrative
Agent  (acting with the consent of the Majority Banks or all the Banks,  as
may be required pursuant to Section 10.01 of the Credit Agreement) and then
such  amendment, waiver or consent shall be effective only in the  specific
instance and for the specific purpose for which made or given.

       Section   13.      Notices.   All  notices,   requests   and   other
communications  provided for hereunder shall be in  writing  and  given  as
provided in Section 10.02 of the Credit Agreement.  The address for notices
to the Guarantor shall be the address set forth below its signature to this
Guaranty, or such other address as shall be designated by the Guarantor  in
a written notice to the Administrative Agent.

     Section 14.    Right to Set-off.

           (a)  Upon the occurrence and during the continuance of any Event
of  Default  under the Credit Agreement, each Bank is hereby authorized  at
any time and from time to time, to the fullest extent permitted by law,  to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at  any  time
owing  by  such  Bank to or for the credit or the account of the  Guarantor
against any and all of the Obligations (subject to the limitation set forth
in Section 2(b) above), irrespective of whether or not such Bank shall have
made  any demand under this Guaranty and although such Obligations  may  be
contingent  and  unmatured.   Each Bank which  sets-off  pursuant  to  this
Section   14(a)  shall  give  prompt  notice  to  the  Guarantor  and   the
Administrative  Agent following the occurrence thereof; provided  that  the
failure to give such notice shall not affect the validity of the set-off.

           (b)  Any payment obtained pursuant to Section 14(a) above (or in
any other manner directly from the Guarantor) by any Bank shall be remitted
to  the  Administrative Agent and distributed among the Banks in accordance
with the provisions of Section 9 above.

      Section  15.     Continuing Guaranty.  This Guaranty is a  continuing
guaranty  and  shall  (a)  remain  in  full  force  and  effect  until  the
indefeasible  payment  (after the termination of the Commitments)  in  full
(subject  to  Section 2(b) above) of the Obligations and all other  amounts
payable  under  this  Guaranty;  (b) be binding  upon  the  Guarantor,  its
successors  and assigns; and (c) inure to the benefit of the Administrative
Agent,  the Banks and their respective successors, transferees and assigns.
Without  limiting the generality of the foregoing clause (c), any Bank  may
assign  or  otherwise transfer its rights and obligations under the  Credit
Agreement  to any other Person or entity, and such other Person  or  entity
shall  thereupon  become vested with all the benefits  in  respect  thereof
granted  to  the Bank herein or otherwise, all as provided in, and  to  the
extent set forth in, Sections 10.07 and 10.08 of the Credit Agreement.

     Section 16.    Subordination of the Credit Parties' Obligations to the
Guarantor.   The  Guarantor hereby expressly covenants and agrees  for  the
benefit of the Administrative Agent and the Banks that all obligations  and
liabilities  of  the  Borrower and all obligations and liabilities  of  all
other   guarantors  of  the  Obligations  (or  any  part  thereof)  ("Other
Guarantors"),  to  the  Guarantor  of  whatsoever  description  (including,
without   limitation,  all  rights  of  contribution)  (the   "Subordinated
Obligations") shall be subordinated and junior in right of payment  to  the
Obligations.  In the case of any Insolvency Proceeding wherein the  obligor
of  Subordinated Obligations (an "Obligor") is debtor, the Obligor and  any
assignee,  trustee in bankruptcy, receiver or other similar Person,  debtor
in  possession or other Person(s) in charge are hereby directed to  pay  to
the Administrative Agent (for the benefit of the Banks) the full amount  of
the  Obligations  (including  interest to date  of  payment  and  including
without  limitation  interest  accrued  after  the  filing  of  a  petition
initiating  an Insolvency Proceeding) before making any payment in  respect
of  the  Subordinated Obligations to the Guarantor, and insofar as  may  be
necessary  for that purpose, the Guarantor hereby assigns and transfers  to
the  Administrative Agent all rights to such payments.  Notwithstanding the
foregoing provisions of this Section 16:

     (a)  with  respect to obligations and liabilities of the  Borrower  to
          the  Guarantor ("Borrower/Guarantor Obligations"), the  Guarantor
          may receive payments in respect of Borrower/Guarantor Obligations
          so long as there has not occurred a Default or Event of Default;
     
     (b)  with respect to obligations and liabilities of one or more of the
          Other  Guarantors  who  are  not  signatories  to  this  Guaranty
          ("Unrelated  Guarantors") which obligations  or  liabilities  are
          related  to  the Borrower, the Drillship, or R&BII's interest  in
          the  Borrower  ("Drillship-Related R&B/Conoco Obligations"),  the
          Guarantor  may  receive payments in respect of  Drillship-Related
          R&B/Conoco  Obligations so long as there has been no acceleration
          of  the  Obligations under the Credit Agreement and there is  not
          pending  any  Insolvency  Proceeding  involving  as  debtor   the
          Borrower  or  the  Obligor  of the Drillship-Related  R&B  Conoco
          Obligations; and
     
     (c)  obligations  and  liabilities  of  Unrelated  Guarantors  to  the
          Guarantor,  if such obligations and liabilities are unrelated  to
          the   Borrower   and   the   Drillship   ("Unrelated   R&B/Conoco
          Obligations"),  shall not be subject to the  provisions  of  this
          Section 16.

If  the  Guarantor shall receive any payment in respect of the Subordinated
Obligations  in contravention of the terms of this Section,  such  payments
shall  be  collected  and  received by the Guarantor  as  trustee  for  the
Administrative  Agent  and the Banks and paid over  to  the  Administrative
Agent and the Banks on account of the Obligations.

     Section 17.    Severability; Entire Agreement.

           (a)   If  for any reason any provision or provisions hereof  are
determined to be invalid and contrary to any existing or future  law,  such
invalidity  shall not impair the operation of or affect those  portions  of
this Guaranty which are valid.

           (b)   This  Guaranty,  together with the other  Loan  Documents,
embodies the entire agreement and understanding among the Guarantor and the
other  parties  to  the  Loan  Documents,  and  supersedes  all  prior   or
contemporaneous  agreements and understandings of such Persons,  verbal  or
written, relating to the subject matter hereof and thereof.

     Section 18.    Taxes.

           (a)   Any and all payments by the Guarantor to each Bank or  the
Administrative Agent under this Guaranty and any other Loan Document  shall
be  made  free and clear of, and without deduction or withholding for,  any
Taxes.   In addition, the Guarantor shall pay all Other Taxes with  respect
to amounts owed by it.

           (b)   If  the  Guarantor shall be required by law to  deduct  or
withhold any Taxes, Other Taxes or Further Taxes from or in respect of  any
sum  payable hereunder to any Bank or the Administrative Agent,  then:  (i)
the  sum  payable shall be increased as necessary so that after making  all
required deductions and withholdings (including deductions and withholdings
applicable to additional sums payable under this Section) such Bank or  the
Administrative Agent, as the case may be, receives an amount equal  to  the
sum  it  would  have  received had no such deductions or withholdings  been
made; (ii) the Guarantor shall make such deductions and withholdings; (iii)
the  Guarantor  shall  pay  the full amount deducted  or  withheld  to  the
relevant  taxing authority or other authority in accordance with applicable
law;  and  (iv)  the  Guarantor  shall  also  pay  to  each  Bank  or   the
Administrative Agent for the account of such Bank, at the time interest  is
paid,   all  additional  reasonable  amounts  which  the  respective   Bank
specifies,  in  a Certificate Regarding Taxes (as defined in Section  18(e)
below)  as  necessary to preserve the after-tax yield the Bank  would  have
received if such Taxes, Other Taxes or Further Taxes had not been imposed.

           (c)   The  Guarantor agrees to indemnify and hold harmless  each
Bank and the Administrative Agent for the full amount of Taxes, Other Taxes
and  Further Taxes in the amount that the respective Bank specifies,  in  a
Certificate  Regarding  Taxes  (as  defined  in  Section  18(e)  below)  as
necessary  to preserve the after-tax yield the Bank would have received  if
such  Taxes,  Other Taxes or Further Taxes had not been  imposed,  and  any
liability  (including penalties, interest, additions to tax  and  expenses)
arising therefrom or with respect thereto, whether or not such Taxes, Other
Taxes  or Further Taxes were correctly or legally asserted.  Payment  under
this  indemnification shall be made within 30 days after the date the  Bank
or the Administrative Agent makes written demand therefor.

           (d)   Within  30  days  after the date of  any  payment  by  the
Guarantor  of  Taxes,  Other Taxes or Further Taxes,  the  Guarantor  shall
furnish  to  the  Administrative Agent and each  Bank  the  original  or  a
certified  copy of a receipt evidencing payment thereof, or other  evidence
of payment reasonably satisfactory to the Administrative Agent.

           (e)  As used in this Section 18, a "Certificate Regarding Taxes"
means a Certificate executed on behalf of the applicable Bank setting forth
in  reasonable  detail  the amount payable to such  Bank  hereunder.   Such
certificate shall be conclusive and binding on the Guarantor in the absence
of manifest error.

      Section 19.    Event of Default.  As used in this Guaranty and in the
other  Loan  Documents,  a  "Guarantor Event of  Default"  shall  mean  the
occurrence of any of the following events:

          (a)   the Guarantor fails to observe any covenant in Section 7(b)
or 7(c) of this Guaranty; or
          
          (b)   the  Guarantor shall fail to observe or perform  any  other
term  or  covenant contained in this Guaranty; provided,  however  if  such
default is capable of being cured or remedied, then such default shall  not
constitute a Guarantor Event of Default unless it shall continue unremedied
for a period of twenty (20) days; or
          
          (c)   the  Guarantor (A) fails to make any payment in respect  of
any  Indebtedness  or  Contingent Obligation having an aggregate  principal
amount  (including  undrawn committed or available  amounts  and  including
amounts  owing  to  all creditors under any combined or  syndicated  credit
arrangement)  of  more  than  $5,000,000 when  due  (whether  by  scheduled
maturity, required prepayment, acceleration, demand, or otherwise) and such
failure  continues  after the applicable grace or notice  period,  if  any,
specified  in  the relevant document on the date of such  failure,  or  (B)
fails  to perform or observe any other condition or covenant, or any  other
event  shall  occur or condition exist, under any agreement  or  instrument
relating  to  any  such  Indebtedness or Contingent  Obligation,  and  such
failure  continues  after the applicable grace or notice  period,  if  any,
specified  in  the relevant document on the date of such  failure,  if  the
effect of such failure, event or condition is to result in acceleration  of
all  or  any  part  of such Indebtedness or renegotiation of  the  material
payment terms of any such Indebtedness to become due prior to its scheduled
maturity,  or to result in such Contingent Obligation  becoming payable  or
cash collateral in respect thereof being demanded; or
          
          (d)   An  R&B Credit Amendment shall be made or done without  the
prior written consent of the Administrative Agent (acting upon direction of
the Majority Banks).

     SECTION 20.    GOVERNING LAW AND JURISDICTION.

           (a)   THIS  GUARANTY  SHALL BE GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE  LAW OF THE STATE OF NEW  YORK  (WITHOUT  REGARD  TO
PRINCIPLES  OF  CONFLICTS OF LAWS); PROVIDED THAT THE ADMINISTRATIVE  AGENT
AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND  BY
EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR CONSENTS, FOR ITSELF
AND  IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.   THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS  CAPITOL
SERVICES,  INC., WITH OFFICES ON THE DATE HEREOF AT 40 COLVIN  AVE.,  SUITE
200, ALBANY, NEW YORK, 12206, AS ITS DESIGNEE, APPOINTEE AND ADMINISTRATIVE
AGENT  TO  RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS  BEHALF,  AND  IN
RESPECT  OF  ITS  PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS,  SUMMONS,
NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.
IF  FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT  SHALL
CEASE  TO BE AVAILABLE TO ACT AS SUCH, THE GUARANTOR AGREES TO DESIGNATE  A
NEW  DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT IN NEW YORK ON THE  TERMS
AND  FOR  THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE
AGENT.   TO  THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR  FURTHER
IRREVOCABLY  CONSENTS  TO  THE  SERVICE  OF  PROCESS  OUT  OF  ANY  OF  THE
AFOREMENTIONED  COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE  MAILING  OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO  IT  AT
ITS  ADDRESS SET FORTH BELOW ITS SIGNATURE TO THIS GUARANTY AGREEMENT, SUCH
SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER MAILING SUCH AGREEMENT.  NOTHING
HEREIN  SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY  BANK  TO
SERVE  PROCESS  IN ANY OTHER MANNER PERMITTED BY LAW OR TO  COMMENCE  LEGAL
PROCEEDINGS  OR  OTHERWISE  PROCEED AGAINST  THE  GUARANTOR  IN  ANY  OTHER
JURISDICTION.   THE  GUARANTOR  WAIVES PERSONAL  SERVICE  OF  ANY  SUMMONS,
COMPLAINT  OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY NEW YORK LAW.

           (c)   THE  GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY  OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM  NON
CONVENIENS,  WHICH  IT MAY NOW OR HEREAFTER HAVE TO  THE  BRINGING  OF  ANY
ACTION  OR  PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY  OR
ANY DOCUMENT RELATED HERETO.

      SECTION 21.    WAIVER OF JURY TRIAL.  THE GUARANTOR WAIVES ITS RIGHTS
TO  A  TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR  ARISING
OUT  OF  OR  RELATED  TO THIS GUARANTY, THE OTHER LOAN  DOCUMENTS,  OR  THE
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING  OR
OTHER  LITIGATION  OF  ANY TYPE BROUGHT BY ANY OF THE PARTIES  AGAINST  ANY
OTHER  PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE,  WHETHER
WITH  RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE GUARANTOR
AGREES  THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED  BY  A  COURT
TRIAL  WITHOUT  A  JURY.   WITHOUT LIMITING THE  FOREGOING,  THE  GUARANTOR
FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION  OF
THIS  SECTION  AS  TO  ANY ACTION, COUNTERCLAIM OR OTHER  PROCEEDING  WHICH
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY  OF
THIS  GUARANTY  OR  THE  OTHER LOAN DOCUMENTS OR ANY  PROVISION  HEREOF  OR
THEREOF.   THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,  RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

                     [SIGNATURE IS ON FOLLOWING PAGE]
                                     
      ENTIRE  AGREEMENT.   THIS WRITTEN GUARANTY AND OTHER  LOAN  DOCUMENTS
REPRESENT  THE  FINAL  AGREEMENT  BETWEEN  THE  PARTIES  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.

      IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as  of  the
date first above written.

                                 R&B FALCON CORPORATION
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 Address for Notices:
                                 
                                 R&B Falcon Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Attn:  Mr. Tim W. Nagle
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-4440
                                 
                                 With a copy to:
                                 
                                 Wayne K. Hillin, Esq .
                                 Co-Counsel
                                 R&B Falcon Corporation
                                 901 Threadneedle, Suite 200
                                 Houston, Texas  77079-2902
                                 Tel: (281) 496-5000
                                 Fax: (281) 496-0285