EXHIBIT 10.28


                     R&B FALCON CORPORATION
                     STOCK OPTION AGREEMENT


      This  Stock Option Agreement ("Agreement") is made  between
R&B  Falcon Corporation, a Delaware corporation ("Company"),  and
Imran Toufeeq ("Optionee") as of January 28, 2000 (the "Effective
Date").

                           WITNESSETH:

      WHEREAS,  the  Committee which administers the  R&B  Falcon
Corporation  1999 Employee Long-Term Incentive Plan ("Plan")  has
selected  the  Optionee  to receive a nonqualified  stock  option
under  the  terms of the Plan as an incentive to the Optionee  to
remain  in  the  employ  of the Company  and  contribute  to  the
performance  of  the  Company, on the terms and  subject  to  the
conditions provided herein;

      NOW  THEREFORE, for and in consideration of these premises,
it is hereby agreed as follows:

     1.   As  used  herein,  the terms set forth below shall have
          the following respective meanings:

          (a)  "Disability"  means Disability as defined  in  the
               Employment Agreement;  and

          (b)  "Employment   Agreement"   means   that    certain
               Employment Agreement dated August 25, 1999 between
               the Optionee and the Company.

     2.   The  option  awarded hereunder is issued in  accordance
          with  and  subject to all of the terms, conditions  and
          provisions    of    the    Plan   and    administrative
          interpretations  thereunder, if any,  which  have  been
          adopted by the Committee and are in effect on the  date
          hereof.  Capitalized terms used but not defined  herein
          shall  have the meanings assigned to such terms in  the
          Plan.

     3.   On  the  terms and subject to the conditions  contained
          herein,  the  Company hereby grants to the Optionee  an
          option (the "Option") for a term of ten years ending on
          January 28, 2010 ("Option Period") to purchase from the
          Company   52,616  shares  ("Option  Shares")   of   the
          Company's Common Stock, at a price equal to $12.656 per
          share.

     4.   This  Option shall not be exercisable, except upon  the
          death  or  Disability of the Optionee,  until  after  6
          months  immediately  following the Effective  Date  and
          thereafter  shall  be exercisable  for  any  number  of
          shares  up  to  and including the aggregate  number  of
          shares  subject to this Option, irrespective of whether
          the  Optionee is an employee of the Company at the time
          of any such exercise;  provided the number of shares as
          to which this Option becomes exercisable shall, in each
          case,  be  reduced by the number of shares  theretofore
          purchased pursuant to the terms hereof.

     5.   The  Option may be exercised by the Optionee, in  whole
          or   in   part,  by  giving  written  notice   to   the
          Compensation  and Benefits Department  of  the  Company
          setting  forth the number of Option Shares with respect
          to  which the option is to be exercised, accompanied by
          payment  for  the  shares  to  be  purchased  and   any
          appropriate  withholding  taxes,  and  specifying   the
          address to which the certificate for such shares is  to
          be  mailed (or to the extent permitted by the  Company,
          the  written  instructions  referred  to  in  the  last
          sentence  of this section).  Payment shall be by  means
          of  cash,  certified check, bank draft or postal  money
          order payable to the order of the Company.  As promptly
          as   practicable   after  receipt   of   such   written
          notification and payment, the Company shall deliver, or
          cause to be delivered, to the Optionee certificates for
          the  number of Option Shares with respect to which  the
          Option has been so exercised.

     6.   Subject  to approval of the Committee, which shall  not
          be  unreasonably withheld, the Optionee may pay for any
          Option  Shares  with  respect to which  the  Option  is
          exercised  by tendering to the Company other shares  of
          Common  Stock  at the time of the exercise  or  partial
          exercise  hereof.   The certificates representing  such
          other shares of Common Stock must be accompanied  by  a
          stock power duly executed with signature guaranteed  in
          accordance  with  market practice.  The  value  of  the
          Common  Stock  so  tendered shall be  its  Fair  Market
          Value.

     7.   The  Option  shall not be transferable by the  Optionee
          otherwise  than  as expressly permitted  by  the  Plan.
          During  the lifetime of the Optionee, the Option  shall
          be  exercisable only by her or him. No transfer of  the
          Option  shall  be effective to bind the Company  unless
          the  Company  shall  have been furnished  with  written
          notice  thereof  and  a copy of such  evidence  as  the
          Committee may deem necessary to establish the  validity
          of the transfer and the acceptance by the transferee or
          transferees of the terms and conditions hereof.

     8.   The Optionee shall have no rights as a stockholder with
          respect to any Option Shares until the date of issuance
          of  a  certificate for Option Shares purchased pursuant
          to this Agreement.  Until such time, the Optionee shall
          not be entitled to dividends or to vote at meetings  of
          the stockholders of the Company.

     9.   The  Company  may make such provisions as it  may  deem
          appropriate for the withholding of any taxes  which  it
          determines  is required in connection with  the  option
          herein  granted.   The Optionee  may  pay  all  or  any
          portion  of  the taxes required to be withheld  by  the
          Company or paid by the Optionee in connection with  the
          exercise  of  all or any portion of the  option  herein
          granted by electing to have the Company withhold shares
          of  Common  Stock,  or by delivering  previously  owned
          shares  of  Common  Stock, having a Fair  Market  Value
          equal  to  the amount required to be withheld or  paid.
          The  Optionee  must make the foregoing election  on  or
          before  the date that the amount of tax to be  withheld
          is  determined  ("Tax  Date").  Any  such  election  is
          irrevocable   and   subject  to  disapproval   by   the
          Committee.   If the Optionee is subject to  the  short-
          swing profits recapture provisions of Section 16(b)  of
          the Exchange Act, any such election shall be subject to
          the following additional restrictions:

                (a)   Such  election may not be made  within  six
          months of the grant of this option, provided that  this
          limitation  shall not apply in the event  of  death  or
          Disability.

                (b)    Such  election must be made either  in  an
          Election  Window (as hereinafter defined)  or  at  such
          other  time as may be consistent with Section 16(b)  of
          the  Exchange Act and the rules promulgated thereunder.
          Where the Tax Date in respect of the exercise of all or
          any portion of this Option is deferred until after such
          exercise and the Optionee elects stock withholding, the
          full amount of shares of Common Stock will be issued or
          transferred  to  the  Optionee upon  exercise  of  this
          Option,  but  the  Optionee  shall  be  unconditionally
          obligated to tender back to the Company on the Tax Date
          the  number  of  shares  necessary  to  discharge  with
          respect to such Option exercise the greater of (i)  the
          Company's  withholding obligation and (ii) all  or  any
          portion   of  the  holder's  federal  and   state   tax
          obligation  attributable to the  Option  exercise.   An
          Election  Window is any period commencing on the  third
          business  day  following  the Company's  release  of  a
          quarterly  or  annual summary statement  of  sales  and
          earnings  and  ending  on  the  twelfth  business   day
          following such release.

     10.  Upon  the  acquisition of any shares  pursuant  to  the
          exercise  of the Option, the Optionee will  enter  into
          such written representations, warranties and agreements
          as  the  Company  may reasonably request  in  order  to
          comply  with  applicable securities laws or  with  this
          Agreement.

     11.  The   certificates  representing  the   Option   Shares
          purchased  by exercise of an option will be stamped  or
          otherwise imprinted with a legend in such form  as  the
          Company or its counsel may require with respect to  any
          applicable  restrictions on sale or transfer,  and  the
          stock transfer records of the Company will reflect stop-
          transfer instructions, as appropriate, with respect  to
          such shares.

     12.  Unless   otherwise   provided  herein,   every   notice
          hereunder shall be in writing and shall be delivered by
          hand  or  by registered or certified mail.  All notices
          of the exercise by the Optionee of any option hereunder
          shall be directed to R&B Falcon Corporation, Attention:
          Benefits  and Compensation Department, at the Company's
          principal office address from time to time.  Any notice
          given by the Company to the Optionee directed to him or
          her  at  his  or her address on file with  the  Company
          shall  be effective to bind any other person who  shall
          acquire  rights hereunder.  The Company shall be  under
          no  obligation whatsoever to advise the Optionee of the
          existence,  maturity  or  termination  of  any  of  the
          Optionee's rights hereunder and the Optionee  shall  be
          deemed  to  have familiarized himself with all  matters
          contained  herein and in the Plan which may affect  any
          of the Optionee's rights or privileges hereunder.

     13.  Whenever  the  term  "Optionee" is  used  herein  under
          circumstances applicable to any other person or persons
          to  whom  this award, in accordance with the provisions
          of Paragraph 7, may be transferred, the word "Optionee"
          shall  be  deemed  to include such person  or  persons.
          References to the masculine gender herein also  include
          the feminine gender for all purposes.

     14.  Notwithstanding any of the other provisions hereof, the
          Optionee  agrees that he or she will not  exercise  the
          Option,  and that the Company will not be obligated  to
          issue  any  shares pursuant to this Agreement,  if  the
          exercise  of the Option or the issuance of such  shares
          of  Common  Stock would constitute a violation  by  the
          Optionee or by the Company of any provision of any  law
          or  regulation  of  any governmental authority  or  any
          national securities exchange.

     15.  This  Agreement is subject to the Plan, a copy of which
          will  be provided to the Optionee upon written request.
          The  terms  and  provisions of the Plan (including  any
          subsequent amendments thereto) are incorporated  herein
          by  reference.  In the event of a conflict between  any
          term  or  provision  contained herein  and  a  term  or
          provision  of  the  Plan,  the  applicable  terms   and
          provisions  of the Plan will govern and  prevail.   All
          definitions  of words and terms contained in  the  Plan
          shall be applicable to this Agreement.

     16.  In  the  event of a corporate merger or other  business
          combination  in which the Company is not the  surviving
          entity,  the economic equivalent number of  the  voting
          shares  of  common stock of, or participating interests
          in,  the  surviving entity, based on the terms of  such
          merger   or  other  business  combination,   shall   be
          substituted for the number of Option Shares held by the
          Optionee  hereunder, and the exercise price  per  share
          set  out in Section 3 above shall be likewise adjusted,
          to  reflect  substantially the same economic equivalent
          value of the Option Shares to the Optionee prior to any
          such  merger  or  other business combination.   In  the
          event  of  a  split-off,  spin-off  or  creating  of  a
          different   class  of  common  stock  of  the   Company
          (including, without limitation, a tracking stock),  the
          Optionee  shall  receive  an  option  to  purchase   an
          equivalent  number  of the shares of  common  stock  or
          voting  interests of such separate entity being  split-
          off  or  spun-off or of the shares of the new class  of
          common  stock of the Company, as if Optionee had  owned
          the  shares underlying the Option Shares on the  record
          date for any such split-off, spin-off or creation of  a
          new  class  of  common stock of the  Company,  and  the
          exercise  price  set  out  in  Section  3  hereof   and
          applicable  to  the options to purchase shares  or  the
          voting  interests of the new entity being split-off  or
          spun-off shall be adjusted to reflect substantially the
          same economic equivalent value of the Option Shares  to
          the  Optionee prior to any such split-off, spin-off  or
          creation of a new class of common stock of the Company

IN WITNESS WHEREOF, this Agreement is effective as of the 28th of
January, 2000.

                         R&B FALCON CORPORATION


                         By:________________________________
                         Paul B. Loyd, Jr.
                         Chairman & Chief Executive Officer


                         OPTIONEE

                         ___________________________________
                         Imran Toufeeq