REVOLVING CREDIT AGREEMENT

     THIS  REVOLVING  CREDIT  AGREEMENT  (the "Agreement"), dated as of April 6,
2001  between  R&B  FALCON CORPORATION (the "Borrower"), a Delaware corporation,
and  TRANSOCEAN  SEDCO  FOREX  INC.,  a  Cayman  Islands company (the "Lender").

WITNESSETH:
-----------

     WHEREAS,  the  Board  of  Directors  of Borrower adopted on April 6, 2001 a
resolution  authorizing  and  empowering  each  of  the  officers of Borrower to
authorize  a promissory note in a form approved by an officer executing the same
on  behalf  of  Borrower.

     WHEREAS,  the  Borrower  desires for this and other purposes to borrow from
time  to  time  sums  in an aggregate principal amount not to exceed at any time
outstanding  $1,800,000,000,  including a borrowing in such amount in connection
with  entering  into  this  Agreement;  and

     WHEREAS,  the  Lender  is willing to make such loans to the Borrower on the
terms  and  subject  to  the  conditions and requirements hereinafter set forth;

     NOW,  THEREFORE,  in  consideration of the mutual promises contained herein
and  for  other  good  and  valuable  consideration, the parties hereto agree as
follows:


SECTION  1.     LOANS.
                ------

     1.01.     Procedure  for  Loans.  Subject  to  and  upon  the  terms  and
               ---------------------
conditions  set  forth  in  this Agreement (including without limitation Section
1.03(b)  hereof),  the  Borrower  may request the Lender to make loans in United
States  dollars  (the  "Loans")  to  the  Borrower  from time to time during the
Availability  Period in an aggregate principal amount at any time outstanding up
to  but  not  exceeding One Billion Eight Hundred Million  United States dollars
(US$1,800,000,000)  (the  "Credit  Facility  Commitment").

     1.02.     Availability  Period.  The  "Availability  Period"  shall  be the
               ---------------------
period  commencing  on  the  date of this Agreement and ending on April 6, 2003;
provided,  however, that (i) the Lender may, in its sole discretion, declare the
expiration  of  the Availability Period at any time by giving one hundred twenty
(120)  days'  prior  notice to the Borrower to such effect and (ii) the Borrower
may  terminate  the  Availability Period at any time by notice to such effect to
the  Lender.

     1.03.     Procedure  for  Loans.
               ---------------------


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<PAGE>
     (a)  Within  the limits of the Credit Facility Commitment, the Borrower may
from  time  to  time  request  the Lender to make a Loan during the Availability
Period.

     (b)  After  receiving  any  such Loan request, the Lender may, if it in its
sole  discretion determines in any such case to do so (the Lender being under no
obligation  to do so), make the Loan available to the Borrower; provided that no
Default  or  Event  of  Default  shall  have  occurred  and  be  continuing.

     (c)  Amounts  borrowed  hereunder  and repaid can (subject to the terms and
conditions  hereof  (including  without  limitation  Section 1.03(b) hereof)) be
reborrowed  in  accordance  with  the  terms  of  this  Agreement so long as the
aggregate  principal amount of Loans at any time outstanding does not exceed the
Credit  Facility  Commitment.

     1.04.     Repayment  of  Loans; Payment of Interest.  Without limitation of
               -----------------------------------------
Section  1.03(b),  as  a  condition  to  the  making of any Loans hereunder, the
Borrower  shall  execute and deliver to the Lender a promissory note in the form
of  Exhibit  A  hereto (the "Promissory Note").  The Promissory Note sets forth,
and  evidences,  the  obligations  of  the Borrower with respect to, inter alia,
                                                                     ----- ----
repayment of the Loans and the payment of interest at the Applicable Rate on the
aggregate  unpaid  principal  amount of the Loans from time to time.  As further
described  in  the Promissory Note, subject to Section 4 herein, interest on the
Loans  shall  be  paid quarterly and principal of the Loans shall be paid on the
Maturity  Date.


SECTION 2.     REPRESENTATIONS AND WARRANTIES.
               -------------------------------

The  Borrower  represents  and warrants to the Lender (and shall, at the date of
making  of any Loan hereunder, be deemed again to have represented and warranted
to  the  Lender  as  of  such  date)  as  follows:

     2.01     Corporate  Organization.  The  Borrower  (i) is duly organized and
              -----------------------
existing  in  good  standing  under  the  laws  of  the  jurisdiction  of  its
organization;  (ii)  has  all  necessary  company power and authority to own the
property  and  assets  it  uses  in  its  business and otherwise to carry on its
present  business;  and (iii) is duly licensed or qualified and in good standing
in each jurisdiction in which the nature of the business transacted by it or the
nature  of  the  property  owned  or  leased  by  it  makes  such  licensing  or
qualification necessary, except where the failure to be so licensed or qualified
or to be in good standing, as the case may be, would not have a Material Adverse
Effect.

     2.02     Power  and  Authority;  Validity.  The  Borrower  has  the
              --------------------------------
organizational  power  and authority to execute, deliver and carry out the terms
and  provisions  of  this  Agreement  and  the Promissory Note and has taken all
necessary company action to authorize the execution, delivery and performance of
this  Agreement  and  the  Promissory  Note.  The Borrower has duly executed and
delivered  this  Agreement  and  the  Promissory Note and this Agreement and the
Promissory  Note  constitutes  the  legal,  valid  and binding obligation of the
Borrower  enforceable  against  it  in  accordance with its terms, subject as to


                                        2
<PAGE>
enforcement  only to bankruptcy, insolvency, reorganization, moratorium or other
similar  laws  affecting  the  enforcement  of  creditors'  rights generally and
equitable  principles.

     2.03     No  Violation.  Neither  the execution, delivery or performance by
              -------------
the Borrower of this Agreement and the Promissory Note nor compliance by it with
the terms and provisions thereof, nor the consummation by it of the transactions
contemplated  herein or therein, will (i) contravene in any material respect any
applicable  provision of any law, statute, rule or regulation, or any applicable
order,  writ, injunction or decree of any court or governmental instrumentality,
(ii)  conflict  with or result in any breach of any term, covenant, condition or
other  provision of, or constitute a default under, or result in the creation or
imposition  of  (or the obligation to create or impose) any lien upon any of the
property  or assets of the Borrower under, the terms of any material contractual
obligation  to  which  the  Borrower  is  a  party  or by which it or any of its
properties  or  assets are bound or to which it may be subject, or (iii) violate
or  conflict  with  any provision of the Memorandum and Articles of Association,
charter,  articles  or  certificate  of  incorporation,  partnership  or limited
liability  company  agreement, by-laws, or other applicable governance documents
of  the  Borrower.

     2.04     Litigation.  There  are  no  actions,  suits,  proceedings  or
              ----------
counterclaims  (including, without limitation, derivative or injunctive actions)
pending  or,  to  the knowledge of the Borrower, threatened against the Borrower
that  are  reasonably  likely  to  have  a  Material  Adverse  Effect.

     2.05     True and Complete Disclosure.  All factual information (taken as a
              -----------------------------
whole)  furnished  by  the  Borrower in writing to the Lender in connection with
this  Agreement  or  the Promissory Note or any transaction contemplated therein
did  not, as of the date such information was furnished (or, if such information
expressly  related  to  a  specific date, as of such specific date), contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to make the statements therein (taken as a whole), in light of the circumstances
under  which  such  information  was  furnished, not misleading, except for such
statements, if any, as have been updated, corrected, supplemented, superseded or
modified  pursuant to a written correction or supplement furnished to the Lender
prior  to  the  date  of  this  Agreement.

     2.06     No  Material  Adverse  Change.  Since  the date of this Agreement,
              -----------------------------
there  has  occurred  no  event  or  effect  that has had or could reasonably be
expected  to  have  a  Material  Adverse  Effect.

     2.07     Labor Controversies.  There are no labor controversies pending or,
              -------------------
to  the  best  knowledge  of  the Borrower, threatened against the Borrower that
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     2.08     Taxes.  The  Borrower  has  filed  all income tax returns, and all
              ------
other  material  tax returns required to be filed, and has paid all governmental
taxes,  rates,  assessments,  fees,  charges  and levies (collectively, "Taxes")
shown  to  be due and payable on such returns or on any assessments made against
the  Borrower  or  any of its properties (other than any such assessments, fees,


                                        3
<PAGE>
charges or levies that are not more than ninety (90) days past due, or which can
thereafter  be  paid without penalty, or which are being contested in good faith
by  appropriate  proceedings  and  for  which  reserves  have  been  provided in
conformity  with  GAAP,  or  which  the  failure  to pay could not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     2.09     Insurance.  The  Borrower  currently  maintains  or  causes  to be
              ----------
maintained  in  effect,  with responsible insurance companies, insurance against
any  loss  or  damage  to  all  insurable property and assets owned by it, which
insurance  is  of  a  character  and  in  or  in  excess  of such amounts as are
customarily  maintained  by  companies  similarly  situated  and  operating like
property  or  assets  (subject  to self-insured retentions and deductibles), and
insurance  with  respect  to  employers'  and public and product liability risks
(subject  to  self-insured  retentions  and  deductibles).

     2.10     Compliance with Statutes, Etc.  The Borrower is in compliance with
              -----------------------------
all  applicable  statutes,  regulations  and  orders  of,  and  all  applicable
restrictions  imposed  by,  all  governmental  bodies,  domestic and foreign, in
respect  of  the  conduct of its businesses and the ownership of its properties,
except  for such instances of non-compliance as could not reasonably be expected
to,  individually  or  in  the  aggregate,  have  a  Material  Adverse  Effect.

     2.11     Pari  Passu.  The obligations of the Borrower under this Agreement
              ------------
or  the Promissory Note are direct, unconditional and general obligations of the
Borrower,  which  do  and  will rank until paid at least pari passu to all other
                                                         ----------
unsecured  Indebtedness  of  the  Borrower.


SECTION 3.     COVENANTS.
               ----------

The  Borrower  covenants  to  the Lender that from the date hereof and until the
expiration  or  termination of the Availability Period (and, if any amount shall
remain  outstanding  under  the  Promissory Note as of the date of expiration or
termination  of  the  Availability  Period,  until such date thereafter when the
Promissory  Note  shall  have  been  paid  in  full):

     3.01     Corporate  Existence.  The Borrower will preserve and maintain its
              ---------------------
organizational  existence.

     3.02     Taxes.  The Borrower will duly pay and discharge all Taxes upon or
              -----
against  it  or  its  properties  before penalties accrue thereon (or, if later,
within ninety (90) days of becoming past due), unless and to the extent that (i)
the  same  is  being  contested in good faith and by appropriate proceedings and
reserves  have  been established in conformity with GAAP, or (ii) the failure to
effect  such  payment  or  discharge  could not reasonably be expected to have a
Material  Adverse  Effect.

     3.03     Insurance.  The  Borrower will maintain or cause to be maintained,
              ---------
with responsible insurance companies, such insurance to be of a character and in


                                        4
<PAGE>
or  in  excess  of  such  amounts  as  are  customarily  maintained by companies
similarly  situated  and  operating  in  like  industry (subject to self-insured
retentions  and  deductibles).

     3.04     Indebtedness.  The  Borrower  shall not incur, assume or suffer to
              -------------
exist  any  Indebtedness, except for Indebtedness under this Agreement and other
Indebtedness  permitted  by  the  Lender.


SECTION  4.     EVENTS  OF  DEFAULT.
                --------------------

If  any  Event  of  Default  shall  have  occurred  and  be  continuing:

     THEN,  without in any way limiting the terms of the Promissory Note, (i) in
the  case  of  any  Event of Default other than an Event of Default specified in
clause  (b) of the definition of the term "Event of Default," the Lender may, by
a  written  notice to the Borrower, terminate the Availability Period, whereupon
such Availability Period shall immediately terminate, accelerate the maturity of
the  Loans  without  notice to the Borrower, whereupon all principal of, accrued
and  unpaid  interest  on the Loans shall become due and payable and (ii) in the
case  of  any  Event of Default described in clause (b) of the definition of the
term  "Event  of Default," the Availability Period automatically shall terminate
and  the  principal of and accrued and unpaid interest on the Loans shall become
due  and  payable without notice.  In addition, upon the occurrence of any Event
of  Default,  the Lender may exercise any of its other rights or remedies at law
or  in  equity.

     The  Borrower  expressly  waives  presentment,  demand,  protest, notice of
dishonor,  notice  of  nonpayment,  notice  of  intent  to accelerate, notice of
maturity,  notice  of  protest,  or  presentment for the purpose of accelerating
maturity.

     Any  forbearance,  failure  or delay by the Lender in exercising any right,
power  or  remedy  under  this  Agreement  or  the  Promissory Note or otherwise
available  to the Lender shall not be deemed to be a waiver of such right, power
or  remedy,  nor  shall  any  single  or partial exercise of any right, power or
remedy  preclude  the  further  exercise  thereof.

     The  Borrower  shall  pay  on  demand  all costs and expenses of the Lender
(including,  without  limitation, reasonable attorneys' fees) in connection with
the enforcement or collection (whether through negotiation, legal proceedings or
otherwise)  of  any  amounts  due  under  this Agreement or the Promissory Note.

SECTION  5.     GOVERNING  LAW  AND  JURISDICTION.
                ----------------------------------

     This  Agreement  shall  be construed in accordance with and governed by the
laws  of  the Cayman Islands without regard to its conflicts of laws principles.


SECTION  6.  DEFINED  TERMS.
             ---------------


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<PAGE>
As  used  herein,  the  following  terms  shall  have  the  following  meanings:

"Applicable  Margin"  means, for any day, at such times as a debt rating (either
express  or  implied)  by  S&P  or  Moody's (or in the event that both cease the
issuance  of  debt ratings generally, such other ratings agency agreed to by the
Borrower  and  the  Lender)  is  in effect on the Borrower's non-credit enhanced
senior  unsecured  long-term  debt,  the percentage set forth opposite such debt
rating:

            Debt  Rating                    Percentage
            ------------                    ----------

            A+/A1 or above                      0.575%
            A/A2                                0.650%
            A-/A3                               0.750%
            BBB+/Baa1                           0.950%
            BBB/Baa2                            1.100%
            BBB-/Baa3 or below                  1.300%

If  the  ratings  issued by S&P and Moody's differ (i) by one rating, the higher
rating  shall apply to determine the Applicable Margin, (ii) by two ratings, the
rating  which falls between them shall apply to determine the Applicable Margin,
or (iii) by more than two ratings, the rating immediately above the lower of the
two  ratings shall apply to determine the Applicable Margin.  If at any time the
Borrower  has in effect such a debt rating on its respective non-credit enhanced
senior  unsecured  long-term  debt,  the  Borrower shall seek and obtain (if not
already  in effect), within thirty (30) days after such debt rating first ceases
to be in effect, a corporate credit rating or a bank loan rating from Moody's or
S&P,  or  both,  and  the  Applicable  Margin  shall thereafter be based on such
ratings  in  the  same  manner  as  provided  herein  with respect to the senior
unsecured  long-term  debt rating (with the Applicable Margin in effect prior to
the  issuance of such corporate credit rating or bank loan rating being the same
as  the  Applicable  Margin in effect at the time the senior unsecured long-term
debt  rating  ceases  to  be  in  effect).

"Applicable  Rate"  means  the sum of the current day's London Interbank Offered
Rate  ("LIBOR")  and  the  Applicable  Margin.

"Availability Period"  has the meaning as ascribed to such term in Section 1.02.

"Business Day"  means any day other than a Saturday or Sunday on which banks are
not authorized or required to close in Houston, Texas; GeorgeTown, Grand Cayman,
the  Cayman  Islands;  or  London,  England.

"Default"  means  any event or condition the occurrence of which would, with the
passage  of  time  or  the  giving  of  notice,  or both, constitute an Event of
Default.

"Event  of  Default"  means,  with  regard  to this Agreement and the Promissory
Note,  any  of  the  following  events:


                                        6
<PAGE>
     (a)  failure  by  the  Borrower  to  pay all or any portion of principal or
interest under this Agreement and the Promissory Note when the same shall be due
and  payable,  whether  upon  the  end  of the Availability Period or otherwise;

     (b)  any one or more events constituting "Bankruptcy", which shall mean for
purposes  of  this  Agreement  and  the  Promissory  Note, (i) the filing by the
Borrower  of  a  voluntary  petition  seeking  liquidation,  reorganization,
arrangement  or  readjustment,  in  any form, of its debts under Title 11 of the
United  States  Code  (or  corresponding provisions of future laws) or any other
federal,  state  or  foreign insolvency law, or the filing by the Borrower of an
answer consenting to or acquiescing in any such petition, (ii) the making by the
Borrower  of any assignment for the benefit of its creditors or the admission by
the  Borrower  in  writing  of its inability to pay its debts as they mature, or
(iii)  the  expiration  of  thirty  (30) days after the filing of an involuntary
petition  against  the  Borrower  under  Title  11 of the United States Code (or
corresponding  provision  of future laws) or any other federal, state or foreign
insolvency  law,  seeking  an  application  for  the  appointment of a receiver,
custodian,  trustee  or  similar  entity  for  the  assets  or operations of the
Borrower,  or  an involuntary petition against the Borrower seeking liquidation,
reorganization,  arrangement  or  readjustment  of  its  debts  under  any other
federal,  state or foreign insolvency law, provided that the same shall not have
been  vacated,  set  aside  or  stayed  within  such  thirty  (30)  day  period;

     (c)  the Borrower shall sell or otherwise transfer all or substantially all
of  its  assets;  or

     (d)  if  it shall become impossible or unlawful for the Borrower to fulfill
any  of  its  obligations  contained  herein.

"GAAP"  means  generally  accepted  accounting  principles  from time to time in
effect  as  set  forth  in  the  opinions  and  pronouncements of the Accounting
Principles  Board  of the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board or
in  such  other  statements, opinions and pronouncements by such other entity as
may  be  approved  by  a  significant segment of the U.S. accounting profession.

"Indebtedness"  means, for any Person, the following obligations of such Person,
without  duplication:  (i)  obligations  of such Person for borrowed money; (ii)
obligations  of such Person representing the deferred purchase price of property
or  services  other than accounts payable and accrued liabilities arising in the
ordinary  course of business and other than amounts which are being contested in
good  faith  and  for which reserves in conformity with GAAP have been provided;
(iii) obligations of such Person evidenced by bonds, notes, bankers acceptances,
debentures  or  other  similar  instruments  of  such Person or arising, whether
absolute  or  contingent,  out  of  letters  of  credit issued for such Person's
account  or  pursuant  to  such Person's application securing Indebtedness; (iv)
obligations  of  other  Persons,  whether  or not assumed, secured by liens upon
property  or  payable  out  of  the  proceeds or production from property now or
hereafter  owned  or  acquired  by  such  Person, but only to the extent of such
property's  fair market value; (v) capitalized lease obligations of such Person;


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<PAGE>
(vi) obligations under interest rate protection agreements; (vii) obligations of
such  Person  pursuant  to  a  guaranty  of  any of the foregoing obligations of
another  Person  and  (viii)  obligations  of  any  partnership or joint venture
recourse  to  such  Person.

"Material  Adverse Effect"  means a material adverse effect on (i) the business,
assets,  operations  or  condition of the Borrower taken as a whole, or (ii) the
Borrower's  ability  to  perform  any  of  its  payment  obligations  under this
Agreement  or  the  Promissory  Note.

"Maturity  Date"  means  the earliest to occur of (i) the date that the maturity
of the Loans has been accelerated pursuant to Section 4, and (ii) April 6, 2003.

"Promissory  Note"  means  that  certain  note  attached  hereto  as  Exhibit A.

"Taxes"  has  the  meaning  as  ascribed  to  such  term  in  Section  2.08.


SECTION  7.  MISCELLANEOUS.
             --------------

     7.01     No  Waiver;  Remedies  Cumulative.  No  failure on the part of the
              ----------------------------------
Lender  to  exercise,  and no delay in exercising, any right, power or privilege
under  this  Agreement or the Promissory Note shall operate as a waiver thereof;
nor  shall any single or partial exercise of any right, power or privilege under
this  Agreement or the Promissory Note preclude any other or further exercise of
any  right, power or privilege.  The remedies provided herein are cumulative and
not  exclusive  of  any  other  remedies  provided  by  law.

     7.02     Benefit  of Assignment.  This Agreement shall inure to the benefit
              -----------------------
of  the  parties hereto and their respective successors and assigns, except that
the  Borrower  may  not  assign  or  transfer  any  of its rights or obligations
hereunder  without  the  consent  of  the  Lender.

     7.03     Amendment.  This  Agreement  and  the  Promissory  Note may not be
              ----------
modified or amended in any way except by agreement in writing between the Lender
and  the  Borrower.

     7.04     Separability.  In  case  any  provision  of  this Agreement or the
              -------------
Promissory  Note  shall  be  invalid,  illegal  or  unenforceable, the validity,
legality  and enforceability of the remaining provisions shall not in any way be
affected  or  impaired  thereby.

     7.05     Counterparts.  This  Agreement  may be signed in two counterparts,
              -------------
each  of  which  when  executed  shall  be  deemed  an  original.

     7.06     No  Other  Agreements.  This Agreement and the Promissory Note set
              ----------------------
forth the entire agreement of the parties respecting these matters and supersede
all  prior  agreements  and  understandings  relating  to  such  matters.


                                        8
<PAGE>
IN  WITNESS  WHEREOF, the parties have caused this Agreement to be duly executed
by  their  respective  officers  thereunto  duly  authorized.


                                   R&B  FALCON  CORPORATION

                                        By:  /s/  Eric B. Brown
                                        ------------------------------------

                                        Name:  Eric B. Brown
                                        ------------------------------------

                                        Title:  Vice President and Secretary
                                        ------------------------------------


                                   TRANSOCEAN  SEDCO  FOREX  INC.

                                        By:  /s/  Robert L. Long
                                        ------------------------------------

                                        Name:  R. L. Long
                                        ------------------------------------

                                        Title:  Executive Vice President
                                        ------------------------------------


                                        9
<PAGE>
                                 PROMISSORY NOTE

U.S.$1,800,000,000                                        April 6, 2001

     FOR  VALUE RECEIVED, the undersigned, R&B Falcon Corporation, a corporation
organized under the laws of Delaware (the "Borrower"), HEREBY PROMISES TO PAY to
Transocean Sedco Forex Inc, a corporation organized under the laws of the Cayman
Islands  (the "Lender"), and its successors or assigns, the principal sum of one
billion eight hundred million United States Dollars ($1,800,000,000) or if less,
the  aggregate unpaid principal amount of all Loans (as defined in the Revolving
Credit Agreement dated as of April 6, 2001 (the "RC Agreement") at any time made
by  the Lender to the Borrower under the RC Agreement. Unless otherwise defined,
all capitalized terms used herein shall have the meanings assigned to such terms
in  the  RC  Agreement.  The  Borrower  promises  to  pay interest on the unpaid
principal  of the Loans from time to time, for the period commencing on the date
of  the first such Loan until the Loans shall be paid in full, at the Applicable
Rate  (as  defined  in the RC Agreement), payable in the manner provided herein.

     This  Note  is  the Promissory Note referred to in the RC Agreement between
the  Borrower  and  the  Lender  dated  as of April 6, 2001 between Borrower and
Lender.

1.   Payment  of  Principal
     ----------------------

     Subject to Section 5 hereof, the then unpaid principal amount of this Note,
together  with  all  accrued  and  unpaid interest hereon (such accrued interest
being  calculated  at  the  Applicable Rate through the Business Day immediately
prior  to  the date of such repayment, shall be due and payable in full on April
6,  2003.

2.   Interest.
     --------

     The Borrower agrees to pay interest, on the aggregate outstanding principal
balance  of the Loans from time to time, for the period from (and including) the
date  the first such Loan is made to (and excluding) the date the Loans are paid
in  full, at a rate per annum equal, for any calendar quarter, to the Applicable
Rate in effect from time to time during such calendar quarter.  Interest accrued
on  the  Loans during any calendar quarter shall be due and payable on the tenth
Business  Day  after  the  end  of  such  calendar  quarter.

     Any  amount  of  principal  or  interest thereon which is not paid when due
(whether  at  stated maturity, by acceleration or otherwise) shall bear interest
from  the  date  on  which such amount is due until such amount is paid in full,
payable  on  demand, at the rate that would otherwise be payable hereunder, plus
five  (5)  percent  per  annum.


                                        1
<PAGE>
     All  payments  by the Borrower will be applied first to pay outstanding and
unpaid  interest  and  then  to  reduce  principal.

3.   Prepayment  and  Mode  of  Payments.
     -----------------------------------

     The  Borrower  may prepay the principal amount of the Loans, at any time or
from  time  to  time,  in whole or in part, without premium or penalty. Any such
prepayment of any of the principal of the Loans shall be accompanied by interest
accrued  and  unpaid  on  the  principal amount being prepaid (calculated as set
forth  in  Section  1  hereof).

     Payments  of  principal of, or interest on, the Loans and all other amounts
due  hereunder  shall  be  made  in  lawful  money  of  the United States and in
immediately  available  funds, to a bank account designated from time to time by
the  Lender.

4.   Payment  of  Taxes
     ------------------

     Lender  shall  be  free  and  clear  of  all  taxes imposed with respect to
payments  on  the  Promissory  Note,  except  for  taxes  imposed  by  a  taxing
jurisdiction  by  reason  of  Lender's presence or activity in such jurisdiction
other  than  holding  this  Promissory Note.  If any withholding or deduction of
payments is required, the Borrower shall pay such amounts as may be necessary in
order  that net payments by the Lender after such withholding or deduction shall
equal  the  payments  that  would  have  been  received  in  the absence of such
withholding  or  deduction.

5.   Events  of  Default.
     --------------------

     Upon the occurrence and during the continuation of an Event of Default, the
Lender  shall  be  entitled  to  exercise  its  rights  and  remedies under this
Promissory  Note,  the  RC  Agreement  or  applicable  law  or  equity.

     Notwithstanding  anything  to  the  contrary  contained in this Note, in no
event  shall  the total of all interest or other charges payable under this Note
that  are  or  could  be held to be in the nature of interest exceed the maximum
rate  permitted  to  be charged by applicable law. Should the Lender receive any
payment that is or would be in excess of that permitted to be charged under such
applicable law, then such payment shall be deemed to have been made in error and
shall  automatically  be  applied  to reduce the principal sum outstanding under
this  Note.

6.   Governing  Law.
     --------------

This  note shall be construed in accordance with and governed by the laws of the
Cayman  Islands.  This  Note  shall be binding upon the permitted successors and
assigns  of  the  parties  as  described  in  the  RC  Agreement.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed on the
date  first  above  written.


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                                        R&B  FALCON  CORPORATION

                                        By:     /s/  Eric B. Brown
                                                ----------------------------

                                        Name:   Eric B. Brown
                                                ----------------------------

                                        Title:  Vice President and Secretary
                                                ----------------------------


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