EXHIBIT 10.12

                        PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT is made as of the 30th day of August,
1999,  by  R&B  Falcon  Corporation, a Delaware  corporation,  in
accordance  with a resolution of the Board of Directors  of  said
corporation, a copy of which is attached hereto, in favor of Bank
One, Louisiana, National Association.  Pledgor hereby agrees with
Secured Party as follows:

      1.   Definitions.  As used in this Agreement, the following
terms shall have the meanings indicated below:

           (a)   The  term  "Account" shall  mean  the  following
     described deposit account:

          Bank   One,  Louisiana,  N.A.  Certificate  of  Deposit
          Account  #  1582816250 issued by Bank  One,  Louisiana,
          N.A.  dated  August  27, 1999 in an original  principal
          amount of Fifty Million dollars ($50,000,000.00)

          (b)  The term "Agreement" shall mean this pledge
     agreement, as it may be amended, supplemented or otherwise
     modified and in effect from time to time.

           (c)   The term "Application" shall mean, collectively,
     the Application and Agreement for Irrevocable Standby Letter
     of  Credit dated August 30, 1999 between Pledgor and Secured
     Party under which Pledgor is the applicant and requests Bank
     One,  Louisiana,  N.A.  to  issue a  $50,000,000  letter  of
     credit,  as  such Application and Agreement for  Irrevocable
     Letter  of  Credit may be amended, supplemented or otherwise
     modified and in effect from time to time.

            (d)    The  term  "Code"  shall  mean  the  Louisiana
     Commercial Laws (La. R.A. 10:9-101, et. seq.) as adopted and
     in  effect  in  the State of Louisiana on the date  of  this
     Agreement  or  as it may hereafter be amended from  time  to
     time.

           (e)   The  term  "Collateral" shall mean  the  Account
     together  with  (i)  all interest, whether  now  accrued  or
     hereafter  accruing,  on the Account,  (ii)  all  additional
     deposits   hereafter   made  to  the  Account,   (iii)   all
     instruments, certificates, passbooks, documents,  agreements
     and  other writings evidencing the Account, (iv) all records
     relating to the Account, (v) all renewals, replacements  and
     substitutions  for  any  of  the  foregoing,  and  (vi)  all
     proceeds of any or all of the foregoing.  The designation of
     proceeds  does  not authorize Pledgor to sell,  transfer  or
     otherwise convey any of the foregoing property.

           (f)   The  term  "Indebtedness"  shall  mean  (i)  all
     indebtedness,   obligations  and   liabilities   (including,
     without   limitation,   fees  payable   to   Secured   Party
     thereunder)  of  Pledgor to Secured Party  of  any  kind  or
     character,  now  existing or hereafter  arising,  under  the
     Application  or  this Agreement, whether  direct,  indirect,
     related,    unrelated,   fixed,   contingent,    liquidated,
     unliquidated, joint, several or joint and several, (ii)  all
     accrued  but  unpaid  interest on any of  the  indebtedness,
     obligations or liabilities described in (i) above, (iii) all
     obligations of Pledgor to Secured Party under any  documents
     evidencing, securing, governing and/or pertaining to all  or
     any  part  of  the indebtedness described in  (i)  and  (ii)
     above, (iv) all costs and expenses incurred by Secured Party
     in  connection with the collection and administration of all
     or any part of the indebtedness and obligations described in
     (i),  (ii) and (iii) above or the protection or preservation
     of,  or realization upon, the collateral securing all or any
     part of such indebtedness and obligations, including without
     limitation  all  reasonable attorneys'  fees,  and  (v)  all
     renewals,  extensions, modifications and  rearrangements  of
     the  indebtedness and obligations described  in  (i),  (ii),
     (iii) and (iv) above.

           (g)   The term "Obligated Party" shall mean any  party
     other  than  Pledgor  who  secures,  guarantees  and/or   is
     otherwise  obligated  to  pay all  or  any  portion  of  the
     Indebtedness.

          (h)  The term "Pledgor" shall mean R & B Falcon
     Corporation, a Delaware corporation, TIN 76-0544217, and its
     successors and assigns.

           (i)   The  term  "Related Documents" shall  mean  this
     Agreement, the Application and all instruments and documents
     evidencing,   securing,   governing,   guaranteeing   and/or
     pertaining to the Indebtedness.

           (j)   The  term "Secured Party" shall mean  Bank  One,
     Louisiana, N.A., TIN 72-0279635, its successors and assigns,
     including  without limitation, any party to  whom  Bank  One
     Louisiana,  N.A., or any of its successors or  assigns,  may
     assign its rights and interests under this Agreement.

All words and phrases used herein which are expressly defined  in
the Code shall have the meaning provided for therein.

      2.   Security  Interest.  As security for  the  prompt  and
punctual  payment and satisfaction of the Indebtedness,  Pledgor,
for  value  received, hereby grants to Secured Party a continuing
security interest in the Collateral.  This Agreement shall remain
in  full force and effect, and Secured party shall have the right
to  continue  to retain possession of the Collateral  until  such
time  as this Agreement and the security interest created  hereby
are terminated and cancelled by the Secured Party under a written
cancellation instrument in favor of the Pledgor.

      3.   Maintenance of Collateral.  As long as this  Agreement
remains  in  effect, Secured Party shall have the right  (but  in
accordance  with  the terms of this Section,  no  obligation)  to
renew  the  Account from time to time for a similar term  and  at
then  offered  interest  rate(s).  Other  than  the  exercise  of
reasonable  care to ensure the safe custody of any Collateral  in
Secured Party's possession from time to time, Secured Party  does
not  have any obligation, duty or responsibility with respect  to
the   Collateral.   Without  limiting  the  generality   of   the
foregoing, Secured Party shall not have any obligation,  duty  or
responsibility  to  do any of the following:  (a)  ascertain  any
maturities,  calls,  conversions, exchanges, offers,  tenders  or
similar  matters relating to the Collateral or informing  Pledgor
with  respect to any such matters; (b) fix, preserve or  exercise
any right, privilege or option (whether conversion, redemption or
otherwise)  with  respect to the Collateral  unless  (i)  Pledgor
makes written demand to Secured Party to do so, (ii) such written
demand  is received by Secured Party in sufficient time to permit
Secured Party to take the action demanded in the ordinary  course
of   its   business,   and  (iii)  Pledgor  provides   additional
collateral,  acceptable to Secured Party in its sole  discretion;
(c)  collect  any  amounts payable in respect of  the  Collateral
(Secured  Party being liable to account to Pledgor only for  what
Secured Party may actually receive or collect thereon); (d)  sell
all  or  any portion of the Collateral to avoid market loss;  (e)
sell  all  or any portion of the Collateral unless and until  (i)
Pledgor  makes  written demand upon Secured  Party  to  sell  the
Collateral,  and  (ii)  Pledgor provides  additional  collateral,
acceptable to Secured Party in its sole discretion; or  (f)  hold
the Collateral for or on behalf of any party other than Pledgor.

       4.    Representations  and  Warranties.   Pledgor   hereby
represents and warrants the following to Secured Party:

       (a)   Due  Authorization.   The  execution,  delivery  and
performance  of  this  Agreement and all  of  the  other  Related
Documents  by Pledgor have been duly authorized by all  necessary
corporate action of Pledgor.

      (b)   Enforceability.  This Agreement and the other Related
Documents  constitute  legal, valid and  binding  obligations  of
Pledgor,  enforceable in accordance with their respective  terms,
except  as limited by bankruptcy, insolvency or similar  laws  of
general  application  relating to the enforcement  of  creditors'
rights  and except to the extent specific remedies may  generally
be limited by equitable principles.

      (c)   Ownership and Liens.  Pledgor has good and marketable
title  to  the  Collateral free and clear of all liens,  security
interests,  encumbrances  or  adverse  claims,  except  for   the
security  interest created by this Agreement.  No dispute,  right
of  setoff, counterclaim or defense exists with respect to all or
any  part of the Collateral.  Pledgor has not executed any  other
security  agreement  currently affecting the  Collateral  and  no
financing  statement  or  other  instrument  similar  in   effect
covering  all  or any part of the Collateral is on  file  in  any
recording  office except as may have been executed  or  filed  in
favor of Secured Party.

      (d)  No Conflicts or Consents.  Neither the ownership,  the
intended  use  of  the Collateral by Pledgor, the  grant  of  the
security  interest  by Pledgor to Secured Party  herein  nor  the
exercise  by  Secured Party of its rights or remedies  hereunder,
will  (i)  conflict  with any provision of (A)  any  domestic  or
foreign  law,  statute, rule or regulation, (B) the  articles  or
certificate  of  incorporation, bylaws  of  Pledgor  or  (C)  any
agreement,  judgment, license, order or permit applicable  to  or
binding  upon  Pledgor or otherwise affecting the Collateral,  or
(ii)  result  in or require the creation of any lien,  charge  or
encumbrance upon any assets or properties of Pledgor  or  of  any
person  except  as may be expressly contemplated in  the  Related
Documents.   Except  as  expressly contemplated  in  the  Related
Documents, no consent, approval, authorization or order  of,  and
no  notice to or filing with any court, governmental authority or
third  party is required in connection with the grant by  Pledgor
of  the security interest herein or the exercise by Secured Party
of its rights and remedies hereunder.

      (e)   Security Interest.  Pledgor has and will have at  all
times  full  right,  power  and authority  to  grant  a  security
interest  in  the  Collateral  to Secured  Party  in  the  manner
provided herein, free and clear of any lien, security interest or
other  charge  or encumbrance.  This Agreement creates  a  legal,
valid and binding security interest in favor of Secured Party  in
the Collateral.

      (f)   Location.   Pledgor's residence  or  chief  executive
office,  as  the  case may be, and the office where  the  records
concerning the Collateral are kept is located at its address  set
forth on the signature page hereof.

      (g)  Solvency of Pledgor.  As of the date hereof, and after
giving  effect to this Agreement and the completion of all  other
transactions contemplated by Pledgor at the time of the execution
of  this Agreement, (i) Pledgor is and will be solvent, (ii)  the
fair saleable value of Pledgor's assets exceeds and will continue
to  exceed  Pledgor's  liabilities (both fixed  and  contingent),
(iii)  Pledgor is paying and will continue to be able to pay  its
debts  as  they mature, and (iv) if Pledgor is not an individual,
Pledgor  has  and  will  have  sufficient  capital  to  carry  on
Pledgor's businesses and all businesses in which Pledgor is about
to engage.

      (h)   To  the  extent applicable, Pledgor has delivered  to
Secured  Party the certificate or passbook issued under  or  with
respect to the Account, and such certificate or passbook, if any,
shall  remain  in Secured Party's possession until such  time  as
this Agreement is terminated in accordance with the terms hereof.

      5.   Affirmative Covenants.  Pledgor will comply  with  the
covenants  contained  in this Section at  all  times  during  the
period  of time this Agreement is effective unless Secured  Party
shall otherwise consent in writing.

      (a)   Ownership and Liens.  Pledgor will maintain good  and
marketable  title to all Collateral free and clear of all  liens,
security  interests, encumbrances or adverse claims,  except  for
the  security interest created by this Agreement and the security
interests  and  other  encumbrances expressly  permitted  by  the
Related Documents.  Pledgor will not permit any dispute, right of
setoff, counterclaim or defense to exist with respect to  all  or
any  part  of  the Collateral.  Pledgor will cause any  financing
statement  or  other  security instrument  with  respect  to  the
Collateral to be terminated, except as may exist or as  may  have
been filed in favor of Secured Party.  Pledgor will defend at its
expense Secured Party's right, title and security interest in and
to the Collateral against the claims of any third party.

      (b)   Inspection of Books and Records.  Pledgor  will  keep
adequate  records  concerning  the  Collateral  and  will  permit
Secured  Party  and all representatives and agents  appointed  by
Secured  Party  to  inspect Pledgor's books  and  records  of  or
relating  to  the  Collateral at any time during normal  business
hours,  to  make  and  take  away  photocopies,  photographs  and
printouts  thereof  and  to  write  down  and  record  any   such
information.

      (c)   Adverse  Claim.   Pledgor  covenants  and  agrees  to
promptly  notify Secured Party of any claim, action or proceeding
affecting  title to the Collateral, or any part thereof,  or  the
security  interest  created hereunder and, at Pledgor's  expense,
defend  Secured  Party's  security  interest  in  the  Collateral
against  the  claims of any third party.  Pledgor also  covenants
and  agrees  to promptly deliver to Secured Party a copy  of  all
written  notices  received  by  Pledgor  with  respect   to   the
Collateral,  including without limitation, notices received  form
the issuer of any securities pledged hereunder as Collateral.

      (d)   Further  Assurances.  Pledgor will  contemporaneously
with the execution hereof and from time to time thereafter at its
expense promptly execute and deliver all further instruments  and
documents and take all further action necessary or appropriate or
that  Secured  Party  may request in order  (i)  to  perfect  and
protect  the security interest created or purported to be created
hereby and the first priority of such security interest, (ii)  to
enable  Secured  Party  to exercise and enforce  its  rights  and
remedies  hereunder in respect of the Collateral,  and  (iii)  to
otherwise  effect  the  purposes  of  this  Agreement,  including
without  limitation: (A) executing and filing  any  financing  or
continuation statements, or any amendments thereto; (B) obtaining
written confirmation from the issuer of any securities pledged as
Collateral  of  the  pledge  of  such  securities,  in  form  and
substance  satisfactory to Secured Party;  (C)  cooperating  with
Secured Party in registering the pledge of any securities pledged
as  Collateral with the issuer of such securities; (D) delivering
notice  of  Secured Party's security interest in  any  securities
pledged  as  Collateral  to any financial intermediary,  clearing
corporation or other party required by Secured Party, in form and
substance  satisfactory  to  Secured  Party;  and  (E)  obtaining
written confirmation of the pledge of any securities constituting
Collateral  from any financial intermediary, clearing corporation
or  other  party required by Secured Party, in form and substance
satisfactory  to  Secured Party.  If  all  or  any  part  of  the
Collateral is securities issued by an agency or department of the
United  States, Pledgor covenants and agrees, at Secured  Party's
request,  to cooperate in registering such securities in  Secured
Party's  name or with Secured Party's account maintained  with  a
Federal  Reserve  Bank.  At the option of the  Secured  Party,  a
carbon, photographic, facsimile or other reproduction or type  of
copy  of this Agreement or of a financing statement covering  the
Collateral shall be sufficient as a financing statement  and  may
be filed as a financing statement.

       (e)    Should  Pledgor  ever  obtain  possession  of   the
certificate  or  passbook issued under or  with  respect  to  the
Account while this Agreement remains in effect, Pledgor agrees to
immediately  deliver  such certificate  or  passbook  to  Secured
Party,  and  Pledgor's obligations to Secured  Party  under  this
Agreement  shall not be modified or terminated  as  a  result  of
Pledgor's  possession  (whether temporary or  otherwise)  of  any
certificate, passbook or other document or agreement issued under
or with respect to the Account.

      6.   Negative  Covenants.  Pledgor  will  comply  with  the
covenants  contained  in this Section at  all  times  during  the
period of time this Agreement is effective, unless Secured  Party
shall otherwise consent in writing.

      (a)   Transfer or Encumbrance.  Pledgor will not (i)  sell,
assign  (by operation of law or otherwise) or transfer  Pledgor's
rights  in  any of the Collateral, (ii) grant a lien or  security
interest in or execute, file or record any financing statement or
other  security instrument with respect to the Collateral to  any
party  other  than  Secured Party, or  (iii)  deliver  actual  or
constructive   possession  of  any  certificate,  instrument   or
document evidencing and/or representing any of the Collateral  to
any party other than Secured Party.

     (b)  Impairment of Security Interest.  Pledgor will not take
or  fail to take any action which would in any manner impair  the
value  or enforceability of Secured Party's security interest  in
any Collateral.

      7.   Rights of Secured Party.  Secured Party shall have the
rights  contained in this Section at all times during the  period
of time this Agreement is effective.

     (a)  Power of Attorney.  Pledgor hereby irrevocably appoints
Secured  Party  as  Pledgor's  attorney-in-fact,  such  power  of
attorney  being coupled with an interest, with full authority  in
the  place  and  stead of Pledgor and in the name of  Pledgor  or
otherwise,  upon the occurrence of an Event of Default,  to  take
any  action and to execute any instrument which Secured Party may
from time to time in Secured Party's discretion deem necessary or
appropriate   to   accomplish  the  action:  (i)   transfer   any
securities,  instruments, documents or  certificates  pledged  as
Collateral in the name of Secured Party or its nominee; (ii)  use
any  interest,  premium  or  principal  payments,  conversion  or
redemption proceeds or other cash proceeds received in connection
with  any  Collateral  to reduce any of the  Indebtedness;  (iii)
exchange  any  of  the securities pledged as Collateral  for  any
other  property  upon any merger, consolidation,  reorganization,
recapitalization  or  other readjustment of the  issuer  thereof,
and, in connection therewith, to deposit and deliver any and  all
of  such  securities  with  any committee,  depository,  transfer
agent,  registrar or other designated agent upon such  terms  and
conditions  as  Secured Party may deem necessary or  appropriate;
(iv)   exercise   or   comply  with  any  conversion,   exchange,
redemption, subscription or any other right, privilege or  option
pertaining  to  any  securities pledged as Collateral;  provided,
however, except as provided herein, Secured Party shall not  have
duty  to  exercise  or comply with any such right,  privilege  or
option  (whether conversion, redemption or otherwise)  and  shall
not  be  responsible for any delay or failure to do so;  and  (v)
file  any  claims or take any action or institute any proceedings
which  Secured  Party may deem necessary or appropriate  for  the
collection and/or preservation of the Collateral or otherwise  to
enforce  the  rights  of  Secured  Party  with  respect  to   the
Collateral.

      (b)   Performance  by Secured Party.  If Pledgor  fails  to
perform  any  agreement  or obligation provided  herein,  Secured
Party may itself perform, or cause performance of, such agreement
or  obligation,  and the expenses of Secured  Party  incurred  in
connection therewith shall be a part of the Indebtedness, secured
by the Collateral and payable by Pledgor on demand.

Notwithstanding  any  other provision  herein  to  the  contrary,
Secured  Party does not have any duty to exercise or continue  to
exercise any of the foregoing rights and shall not be responsible
for any failure to do so or for any delay in doing so.

     8.  Events of Default.  Each of the following constitutes an
"Event of Default" under this Agreement:

      (a)  Failure to Pay Indebtedness.  The failure, refusal  or
neglect  of Pledgor to make any payment of principal or  interest
on  the  Indebtedness, or any portion thereof, within  three  (3)
business days after the same shall become due and payable; or

      (b)   Non-Performance of Covenants.  The failure of Pledgor
or  any  Obligated Party to timely and properly observe, keep  or
perform  any covenant, agreement, warranty or condition  required
herein  or in any of the other Related Documents and such failure
continues for a period of 30 days or more after written notice by
the Secured Party to the Pledgor or any Obligated Party; or

      (c)  Default Under Other Related Documents.  The occurrence
of  an event of default under any of the other Related Documents;
or

      (d)   False  Representation.  Any representation  contained
herein  or in any of the other Related Documents made by  Pledgor
or  any Obligated Party shall prove to be false or misleading  in
any material respect at the time made; or

      (e)   Default to Third Party.  The occurrence of any  event
which  results  in  the  acceleration  of  the  maturity  of  any
indebtedness  amounting in the aggregate to  $5,000,000  or  more
owing  by Pledgor or any Obligated Party to any third party under
any agreement or undertaking; or

      (f)  Bankruptcy or Insolvency.  If Pledgor or any Obligated
Party:  (i)  becomes insolvent, or makes a transfer in  fraud  of
creditors,  or makes an assignment for the benefit of  creditors,
or  admits  in  writing its inability to pay its  debts  as  they
become due; (ii) generally is not paying its debts as such  debts
become  due; (iii) has a receiver, trustee or custodian appointed
for,  or  take  possession of, all or substantially  all  of  the
assets  of  such  party  or any of the Collateral,  either  in  a
proceeding  brought  by  such party or in  a  proceeding  brought
against such party and such appointment is not discharged or such
possession  is  not terminated within sixty (60) days  after  the
effective date thereof or such party consents to or acquiesces in
such  appointment or possession; (iv) files a petition for relief
under  the United States Bankruptcy Code or any other present  or
future  federal  or state insolvency, bankruptcy or  similar  law
(all of the foregoing hereinafter collectively called "Applicable
Bankruptcy Law") or an involuntary petition for relief  so  filed
against  such party under any Applicable Bankruptcy Law and  such
involuntary  petition  is not dismissed within  sixty  (60)  days
after  the  filing  thereof, or an order for relief  naming  such
party  is  entered under any Applicable Bankruptcy  Law,  or  any
composition,  rearrangement, extension, reorganization  or  other
relief  of  debtors  now or hereafter existing  is  requested  or
consented to by such party; (v) fails to have discharged within a
period  of  sixty   (60)  days any attachment,  sequestration  or
similar  writ  levied upon any property of such  party;  or  (vi)
fails  to  pay  within thirty (30) days any final money  judgment
against such party; or

     (g)  Execution on Collateral.  The Collateral or any portion
thereof  is  taken on execution or other process of  law  in  any
action against Pledgor; or

      (h)   Abandonment.  Pledgor abandons the Collateral or  any
portion thereof; or

      (i)  Action by Other Lienholder.  The holder of any lien or
security  interest  on  any of the assets of  Pledgor,  including
without  limitation, the Collateral (without hereby implying  the
consent of Secured Party to the existence or creation of any such
lien  or security interest on the Collateral), declares a default
thereunder or institutes foreclosure or other proceedings for the
enforcement of its remedies thereunder; or

      (j)  Liquidation, Death and Related Events.  If Pledgor  or
any  Obligated Party is an entity, the liquidation,  dissolution,
merger or consolidation of any such entity; or

      (k)  Bankruptcy of Issuer. (i) The issuer of any securities
constituting  Collateral files a petition for  relief  under  any
Applicable  Bankruptcy  Law,  (ii) an  involuntary  petition  for
relief  is  filed  against any such issuer under  any  Applicable
Bankruptcy  Law  and such involuntary petition is  not  dismissed
within  thirty (30) days after the filing thereof,  or  (iii)  an
order  for  relief  naming any such issuer is entered  under  any
Applicable  Bankruptcy Law; provided, however,  that  the  events
described in clauses (i), (ii) and (iii) of this Section 8  shall
not constitute an Event of Default if Pledgor provides substitute
or  additional collateral within 30 days after being notified  by
Secured  Party that an event described in clauses  (i),  (ii)  or
(iii) has occurred.

      9.   Remedies and Related Rights.  If an Event  of  Default
shall  have occurred and be continuing, and without limiting  any
other rights and remedies provided herein, under any of the other
Related  Documents  or  otherwise  available  to  Secured  Party,
Secured Party may exercise one or more of the rights and remedies
provided in this Section.

      (a)  Remedies.  Secured Party may from time to time at  its
discretion,  without  limitation and  without  notice  except  as
expressly provided in any of the Related Documents:

           (i)  exercise  in  respect of the Collateral  all  the
     rights  and  remedies  of a secured  party  under  the  Code
     (whether   or   not  the  Code  applies  to   the   affected
     Collateral);

           (ii)  reduce  its claim to judgment  or  foreclose  or
     otherwise  enforce,  in  whole  or  in  part,  the  security
     interest   granted  hereunder  by  any  available   judicial
     procedure;

           (iii) surrender the Account to the issuer thereof  and
     obtain  payment  thereunder subject to any early  withdrawal
     penalty, where applicable;

           (iv)  sell or otherwise dispose of, at its office,  on
     the  premises of Pledgor or elsewhere, the Collateral, as  a
     unit or in parcels, by public or private proceedings, and by
     way  of one or more contracts (it being agreed that the sale
     or other disposition of any part of the Collateral shall not
     exhaust  Secured Party's power of sale, but sales  or  other
     disposition of any part of the Collateral shall not  exhaust
     Secured   Party's  power  of  sale,  but  sales   or   other
     dispositions may be made from time to time until all of  the
     Collateral  has  been  sold  or disposed  of  or  until  the
     Indebtedness  has been paid and performed in full),  and  at
     any such sale or other disposition it shall not be necessary
     to exhibit any of the Collateral;

           (v) buy the Collateral, or any portion thereof, at any
     public sale;

          (vi) buy the Collateral, or any portion thereof, at any
     private sale if the Collateral is of a type customarily sold
     in  a recognized market or is of a type which is the subject
     of widely distributed standard price quotations;

           (vii) apply for the appointment of a receiver for  the
     Collateral,  and  Pledgor  hereby  consents  to   any   such
     appointment; and

            (viii)  at  its  option,  retain  the  Collateral  in
     satisfaction  of the Indebtedness whenever the circumstances
     are  such that Secured Party is entitled to do so under  the
     Code or otherwise.

Pledgor  agrees that in the event Pledgor is entitled to  receive
any notice under the Code of the sale or other disposition of any
Collateral,  reasonable notice shall be deemed  given  when  such
notice is deposited in a depository receptacle under the care and
custody of the United States Postal Service, postage prepaid,  at
Pledgor's  address set forth on the signature page  hereof,  five
(5)  days prior to the date of any public sale, or after which  a
private  sale, of any of such Collateral is to be held.   Secured
Party  shall  not  be  obliged to make  any  sale  of  Collateral
regardless  of  notice of sale having been given.  Secured  Party
may  adjourn  any  public or private sale from time  to  time  by
announcement at the time and place fixed therefor, and such  sale
may,  without  further notice, be made at the time and  place  to
which  it  was  so  adjourned.  Pledgor further acknowledges  and
agrees that the redemption by Secured Party of any certificate of
deposit   pledged  as  Collateral  shall  be  deemed  to   be   a
commercially reasonable disposition under Section 10:9-504(3)  of
the Code.

     (b)  Application of Proceeds.  If any Event of Default shall
have  occurred  and  be  continuing, Secured  Party  may  at  its
discretion  apply  or  use  any cash held  by  Secured  Party  as
Collateral,  and any cash proceeds received by Secured  Party  in
respect of any sale or other disposition of, collection from,  or
other  realization  upon, all or any part of  the  Collateral  as
follows in such order and manner as Secured Party may elect:

          (i) to the repayment or reimbursement of the reasonable
     costs   and   expenses   (including,   without   limitation,
     reasonable attorneys' fees and expenses) incurred by Secured
     Party  in  connection  with (A) the  administration  of  the
     Related  Documents,  (B) the custody, preservation,  use  or
     operation  of,  or  the sale of collection  form,  or  other
     realization  upon, the Collateral, and (C) the  exercise  or
     enforcement  of  any of the rights and remedies  of  Secured
     Party hereunder;

           (ii) to the payment or other satisfaction of any liens
     and other encumbrances upon the Collateral;

          (iii) to the satisfaction of the Indebtedness;

          (iv) by holding such cash and proceeds as Collateral;

           (v)  to  the payment of any other amounts required  by
     applicable law (including without limitation, Section  10:9-
     504(1)(c)  of  the  Code or any other  applicable  statutory
     provision).

     (c)  Deficiency.  In the event that the proceeds of any sale
of,  collection from, or other realization upon, all or any  part
of  the  Collateral by Secured Party are insufficient to pay  all
amounts  to which Secured Party is legally entitled, Pledgor  and
any party who guaranteed or is otherwise obligated to pay all  or
any   portion  of  the  Indebtedness  shall  be  liable  for  the
deficiency,  together with interest thereon as  provided  in  the
Related Documents.

      (d)   Non-Judicial Remedies.  In granting to Secured  Party
the  power to enforce its rights hereunder without prior judicial
process  or judicial hearing, Pledgor expressly waives, renounces
and  knowingly relinquishes any legal right which might otherwise
require  Secured Party to enforce its rights by judicial process.
Pledgor  recognizes and concedes that non-judicial  remedies  are
consistent  with the usage of trade, are responsive to commercial
necessity  and  are  the  result of a bargain  at  arm's  length.
Nothing  herein is intended to prevent Secured Party  or  Pledgor
from resorting to judicial process at either party's option.

      (e)   Other Recourse.  Pledgor waives any right to  require
Secured  Party  to proceed against any third party,  exhaust  any
Collateral or other security for the Indebtedness, or to have any
third  party joined with Pledgor in any suit arising out  of  the
Indebtedness  or any of the Indebtedness or any  of  the  Related
Documents, or pursue any other remedy available to Secured Party.
Pledgor  further waives any and all notice of acceptance of  this
Agreement  and  of  the  creation,  modification,  rearrangement,
renewal or extension of the Indebtedness.  Pledgor further waives
any  defense arising by reason of any disability or other defense
of  any third party or by reason of the cessation from any  cause
whatsoever of the liability of any third party.  Until all of the
Indebtedness shall have been paid in full, Pledgor shall have  no
right of subrogation and Pledgor waives the right to enforce  any
remedy which Secured Party has or may hereafter have against  any
third  party,  and  waives  any  benefit  of  and  any  right  to
participate  in  any other security whatsoever now  or  hereafter
held  by  Secured Party.  Pledgor authorizes Secured  Party,  and
without  notice or demand and without any reservation  of  rights
against   Pledgor  and  without  affecting  Pledgor's   liability
hereunder  or on the Indebtedness, to (i) take or hold any  other
property  of  any type from any third party as security  for  the
Indebtedness, and exchange, enforce, waive and release any or all
of such other property, (ii) apply such other property and direct
the  order or manner of sale thereof as Secured Party may in  its
discretion  determine, (iii) renew, extend,  accelerate,  modify,
compromise,  settle or release any of the Indebtedness  or  other
security for the Indebtedness, (iv) waive, enforce or modify  any
of the provisions of any of the Related Documents executed by any
third party, and (v) release or substitute any third party.

      (f)   Secured  Party's rights under this Agreement  are  in
addition  to  any statutory rights of offset granted  to  Secured
Party under applicable Louisiana law.

      10.   Indemnity.  Pledgor hereby indemnifies and agrees  to
hold   harmless  Secured  Party,  and  its  officers,  directors,
employees,  agents  and  representatives  (each  an  "Indemnified
Person")  from and against any and all liabilities,  obligations,
claims,  losses,  damages, penalties, actions, judgments,  suits,
costs,   expenses  or  disbursements  of  any  kind   or   nature
(collectively,  the "Claims") which may be imposed  on,  incurred
by,  or asserted against, any Indemnified Person (whether or  not
caused   by   any   Indemnified  Person's  sole,  concurrent   or
contributory negligence) arising in connection with  the  Related
Documents, the Indebtedness or the Collateral (including  without
limitation,  the  enforcement of the Related  Documents  and  the
defense  of any Indemnified Person's actions and/or inactions  in
connection  with the Related Documents), except  to  the  limited
extent  the  Claims against an Indemnified Person are proximately
caused  by such Indemnified Person's gross negligence or  willful
misconduct.   The  indemnification provided for in  this  Section
shall  survive the termination of this Agreement and shall extend
and  continue to benefit each individual or entity who is or  has
at any time been an Indemnified Person hereunder.

     11. Miscellaneous.

      (a)   Entire Agreement.  This Agreement contains the entire
agreement  of  Secured  Party and Pledgor  with  respect  to  the
Collateral.   If  the  parties hereto are parties  to  any  prior
agreement,  either written or oral, relating to  the  Collateral,
the  terms of this Agreement shall amend and supersede the  terms
of  such  prior  agreements as to transactions on  or  after  the
effective  date  of this Agreement, but all security  agreements,
financing statements, guaranties, other contracts and notices for
the  benefit  of Secured Party shall continue in full  force  and
effect   to   secure  the  Indebtedness  unless   Secured   Party
specifically releases its rights thereunder by separate release.

      (b)   Amendment.  No modification, consent or amendment  of
any  provision  of  this Agreement or any of  the  other  Related
Documents  shall  be valid or effective unless  the  same  is  in
writing and signed by the party against whom it is sought  to  be
enforced.

      (c)  Actions by Secured Party.  The lien, security interest
and other security rights of Secured Party hereunder shall not be
impaired  by (i) any renewal, extension, increase or modification
with respect to the Indebtedness, (ii) any surrender, compromise,
release,  renewal,  extension,  exchange  or  substitution  which
Secured Party may grant with respect to the Collateral, or  (iii)
any  release or indulgence granted to any endorser, guarantor  or
surety of the Indebtedness.  The taking of additional security by
Secured  Party  shall not release or impair  the  lien,  security
interest  or other security rights of Secured Party hereunder  or
affect the obligations of Pledgor hereunder.

      (d)  Waiver by Secured Party.  Secured Party may waive  any
Event  of  Default without waiving any other prior or  subsequent
Event  of Default.  Secured Party may remedy any default  without
waiving  the Event of Default remedied.  Neither the  failure  by
Secured  Party  to  exercise, nor the delay by Secured  Party  in
exercising,  any right or remedy upon any Event of Default  shall
be  construed as a waiver of such Event of Default or as a waiver
of  the  right to exercise any such right or remedy  at  a  later
date.   No  single or partial exercise by Secured  Party  of  any
right  or  remedy  hereunder  shall exhaust  the  same  or  shall
preclude  any other or further exercise thereof, and  every  such
right  or  remedy  hereunder may be exercised at  any  time.   No
waiver  of  any provision hereof or consent to any  departure  by
Pledgor therefrom shall be effective unless the same shall be  in
writing  and  signed  by Secured Party and then  such  waiver  or
consent  shall  be effective only in the specific instances,  for
the  purpose for which given and to the extent therein specified.
No  notice  to or demand on Pledgor in any case shall  of  itself
entitle  Pledgor  to  any other or further notice  or  demand  in
similar or other circumstances.

      (e)   Costs and Expenses.  Pledgor will upon demand pay  to
Secured  Party  the  amount of any and  all  costs  and  expenses
(including  without  limitation, attorneys' fees  and  expenses),
which  Secured  Party  may  incur  in  connection  with  (i)  the
transactions which give rise to the Related Documents,  (ii)  the
preparation of this Agreement and the perfection and preservation
of  the  security interests granted under the Related  Documents,
(iii)  the  administration  of the Related  Documents,  (iv)  the
custody,  preservation, use or operation  of,  or  the  sale  of,
collection  from, or other realization upon, the Collateral,  (v)
the exercise or enforcement of any of the rights of Secured Party
under  the  Related Documents, or (vi) the failure by Pledgor  to
perform or observe any of the provisions hereof.

      (f)   CONSENT TO JURISDICTION.  PLEDGOR HEREBY  IRREVOCABLY
SUBMITS  TO  THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED  STATES
FEDERAL   OR  LOUISIANA  STATE  COURT  SITTING  IN  NEW  ORLEANS,
LOUISIANA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR  RELATING
TO  THIS  AGREEMENT  OR  ANY OF THE OTHER RELATED  DOCUMENTS  AND
PLEDGOR  HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT  OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT  AND  IRREVOCABLY  WAIVES  ANY  OBJECTION  IT  MAY  NOW  OR
HEREAFTER  HAVE  AS  TO  THE VENUE OF ANY SUCH  SUIT,  ACTION  OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT ANY SUCH COURT  IS  AN
INCONVENIENT  FORUM.  NOTHING HEREIN SHALL  LIMIT  THE  RIGHT  OF
SECURED PARTY TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE  COURTS
OF  ANY  OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY  PLEDGOR
AGAINST   SECURED  PARTY  OR  ANY  AFFILIATE  OF  SECURED   PARTY
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY  ARISING
OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW ORLEANS,
LOUISIANA.

     (g)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED  IN ACCORDANCE WITH THE LAWS OF THE STATE OF  LOUISIANA
WITHOUT  REGARD  TO  ANY  CONFLICT OF LAWS  RULES  OR  PROVISIONS
THEREOF  AND  APPLICABLE  FEDERAL  LAWS,  EXCEPT  TO  THE  EXTENT
PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF  THE
SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF LOUISIANA.

      (h)   JURY  WAIVER.   PLEDGOR AND  SECURED  PARTY  (BY  ITS
ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY  WAIVE ANY RIGHT TO HAVE A  JURY  PARTICIPATE  IN
RESOLVING  ANY  DISPUTE (WHETHER BASED UPON  CONTRACT,  TORT,  OR
OTHERWISE) BETWEEN PLEDGOR AND SECURED PARTY ARISING OUT OF OR IN
ANY WAY RELATED TO THIS AGREEMENT, OR ANY OTHER RELATED DOCUMENT,
OR  ANY  RELATIONSHIP BETWEEN SECURED PARTY  AND  PLEDGOR.   THIS
PROVISION  IS A MATERIAL INDUCEMENT TO SECURED PARTY  TO  PROVIDE
THE FINANCING DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS.

      (i)   Severability.  If any provision of this Agreement  is
held  by a court of competent jurisdiction to be illegal, invalid
or  unenforceable  under present or future laws,  such  provision
shall  be  fully  severable, shall not impair or  invalidate  the
remainder  of  this  Agreement and the effect  thereof  shall  be
confined  to  the  provision  held  to  be  illegal,  invalid  or
unenforceable.

      (j)   No  Obligation.  Nothing contained  herein  shall  be
construed as an obligation on the part of Secured Party to extend
or continue to extend credit to Pledgor.

      (k)   Notices.   All notices, requests,  demands  or  other
communications required or permitted to be given pursuant to this
Agreement shall be in writing and given by (i) personal delivery,
(ii)  expedited delivery service with proof of delivery, or (iii)
United  States  mail,  postage prepaid, registered  or  certified
mail, return receipt requested, sent to the intended addressee at
the  address set forth on the signature page hereof  or  to  such
different  address  as  the addressee shall  have  designated  by
written  notice sent pursuant to the terms hereof  and  shall  be
deemed  to  have been received either, in the case  of  expedited
delivery  services as of the date of first attempted delivery  at
the address and in the manner provided herein, or in the case  of
mail, upon deposit in a depository receptacle under the care  and
custody of the United States Postal Service.  Either party  shall
have the right to change its address for notice hereunder to  any
other location within the continental United States by notice  to
the  other  party of such new address at least thirty  (30)  days
prior to the effective date of such new address.

      (l)   Binding  Effects and Assignment.  This Agreement  (i)
creates  a  continuing security interest in the Collateral,  (ii)
shall   be   binding   on  Pledgor  and  the  heirs,   executors,
administrators, personal representatives, successors and  assigns
of  Pledgor and (iii) shall inure to the benefit of Secured Party
and  its successors and assigns.  Without limiting the generality
of  the  foregoing, Secured Party may pledge, assign or otherwise
transfer the Indebtedness and its rights under this Agreement and
any of the other Related Documents to any other party.  Pledgor's
rights and obligations hereunder may not be assigned or otherwise
transferred without the prior written consent of Secured Party.

      (m)  Termination.  It is contemplated by the parties hereto
that  from time to time there may be no outstanding Indebtedness,
but notwithstanding such occurrences, this Agreement shall remain
valid  and  shall  be in full force and effect as  to  subsequent
outstanding Indebtedness.  Upon (i) the satisfaction in  full  of
the  Indebtedness,  (ii) the termination  or  expiration  of  any
commitment  of  Secured Party to extend credit to Pledgor,  (iii)
written  request for the termination hereof delivered by  Pledgor
to  Secured Party, and (iv) written release delivered by  Secured
Party  to  Pledgor,  this  Agreement and the  Security  Interests
created  hereby  shall  terminate.   Upon  termination  of   this
Agreement and Pledgor's written request, Secured Party  will,  at
Pledgor's  sole cost and expense, return to Pledgor such  of  the
Collateral  as shall not have been sold or otherwise disposed  of
or  applied pursuant to the terms hereof and execute and  deliver
to  Pledgor such documents as Pledgor shall reasonably request to
evidence such termination.

      (n)  Cumulative Rights.  All rights and remedies of Secured
Party  hereunder are cumulative of each other and of every  other
right or remedy which Secured Party may otherwise have at law  or
in  equity or under any of the other Related Documents,  and  the
exercise  of  one  or more of such rights or remedies  shall  not
prejudice or impair the concurrent or subsequent exercise of  any
other rights or remedies.

     (o)  Gender and Number.  Within this Agreement, words of any
gender  shall be held and construed to include the other  gender,
and  words in the singular number shall be held and construed  to
include  the plural and words in the plural number shall be  held
and  construed  to include the singular, unless in each  instance
the context requires otherwise.

      (p)   Descriptive Headings.  The headings in this Agreement
are  for  convenience only and shall in no way enlarge, limit  or
define the scope or meaning of the various and several provisions
hereof.

      (q)   NO  ORAL  AGREEMENTS.  THERE ARE  NO  UNWRITTEN  ORAL
AGREEMENTS  BETWEEN  THE  PARTIES HERETO.   THIS  WRITTEN  PLEDGE
AGREEMENT, THE WRITTEN APPLICATION AND THE OTHER WRITTEN  RELATED
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.


               [REMAINDER OF THIS PAGE LEFT BLANK]


EXECUTED as of the date first written above.

                                   Pledgor:

Pledgor's Address:                 R&B FALCON CORPORATION

901 Threadneedle                   By:
Houston, Texas  77079
                                   Title:


ACCEPTED:                          Secured Party:

Secured Party's Address:           BANK ONE, LOUISIANA,
                                   NATIONAL ASSOCIATION
201 St. Charles Street, 28th Floor
New Orleans, Louisiana 70170       By:

                                   Title: