Exhibit 4.1


                       REGISTRATION RIGHTS AGREEMENT
                                     
                                     
                              By and Between
                                     
                                     
                          R&B FALCON CORPORATION
                                     
                                    AND
                                     
                             BSI STOCKHOLDERS
                                      
                                     
                        Dated as of January 1, 1998

                             TABLE OF CONTENTS
                                     
1.   Registration Under Securities Act                 
     1.1  Registration on Request                      
     1.2  Registration Procedures                      
     1.3  Preparation:  Reasonable Investigation       
     1.4  Qualification to Obligations under Registration Covenants   
     1.5  Indemnification                              

2.   Definitions                                       

3.   Amendments and Waivers                            

4.   Notices                                                

5.   Remedies                                          

6.   Severability                                      

7.   Entire Agreement                                  

8.   Descriptive Headings                              

9.   Governing Law                                     

10.  Counterparts                                      
                                     

      This  REGISTRATION RIGHTS AGREEMENT, dated as of January 1, 1998,  is
entered by and between R&B Falcon Corporation, a Delaware corporation  (the
"Company"),  and  the  Stockholders of BSI  Workover  and  Drilling,  Inc.,
Aransas Drilling and Workover, Inc., J. Storey Charbonnet, Jack Christopher
McClanahan,  Elizabeth Diane McClanahan, Morgan S. Nulty, Kelly  McClanahan
O'Rourke,  John  Regard,  J.  Keith  Short  and  Paul  T.  Westervelt,  Jr.
(collectively referred to as the "McClanahan Group").

      This  Agreement is being entered into in connection with an agreement
of merger (the "Merger Agreement") of even date herewith among the Company;
BSI  Workover and Drilling, Inc., a Louisiana corporation ("BSI"), and  BSI
Drilling  and  Workover,  Inc., a Louisiana corporation  and  wholly  owned
subsidiary of BSI, ("BSI Subsidiary") and the McClanahan Group, pursuant to
which  BSI  will merged with and in to Falcon Workover Company  Inc.  d/b/a
Blake  Workover  and  Drilling  Company  ("Falcon  Workover"),  a  Delaware
corporation  and wholly subsidiary of company and the common stock  of  the
BSI Subsidiary, all of which is owned by BSI, will be converted into common
stock  of  the  company.  Capitalized terms used herein but  not  otherwise
defined shall have the meanings given to them in Section 2 hereof.

     1.   Registration Under Securities Act.

     1.1  Registration on Request.

                (a)   Request.  At any time after the execution and Closing
of  the  Merger Agreement, upon the written request of one or more  holders
(the  "Initiating Holders") of Registrable Securities representing not less
than 60% of the Registrable Securities that the Company effect registration
the  Securities  Act of all or part of such Initiating Holders  Registrable
Securities, the Company promptly will give written notice of such requested
registration  to  all  registered holders of  Registrable  Securities,  and
thereupon the Company will use its best efforts to effect, at the  earliest
possible date, the registration under the Securities Act of (i) Registrable
Securities  which the Company which has been so requested  to  register  by
such  Initiating  Holders, and (ii) all other Registrable Securities  which
the  Company  has been requested to register by the holders  thereof  (such
holders together with the Initiating Holders hereinafter are referred as to
the  "Selling  Holders") by written request given  to  the  Company  within
thirty (30) days after giving of such written notice by the Company, all to
the   extent  requisite  to  permit  the  disposition  of  the  Registrable
Securities so to be registered.

                (b)  Registration Statement Form.  Registrations under this
Section  1.1  shall  be  on  such  appropriate  registration  form  of  the
Commission as shall be reasonably selected by the Company.

                (c)   Effective  Registration.   A  registration  requested
pursuant to Section 1.1 shall not be deemed to have been effected unless  a
registration  statement  with  respect thereto  has  become  effective  and
remained effective in compliance with the provisions of the Securities  Act
with  respect to the disposition of all Registrable Securities  covered  by
such registration statement for a period of at least 120 days or until  the
distribution of all of the Registrable Securities so registered.

               (d)  Limitations on Registration on Request. Notwithstanding
anything  in  this Section 1.1 to the contrary, the Company  shall  not  be
required  to  take any action to file a registration statement pursuant  to
this   Section  1.1:   (i)  after  the  Company  has  effected   one   such
registration; or (ii) in the event that Company does not receive a  written
a  request  from the Initiating Holders to effect a registration  hereunder
within one (1) calendar year of the execution of the Merger Agreement, this
Registration  Rights Agreement shall terminate and the  Initiating  Holders
shall have no rights or remedies under this Agreement.

                (e)   Expenses.  The  Company  will  pay  all  Registration
Expenses  in  connection with any registration requested pursuant  to  this
Section 1.1.

      1.2  Registration Procedures. If and whenever the Company is required
to  effect  the  registration  of  any  Registrable  Securities  under  the
Securities   Act  as  provided  in  Section  1.1  the  Company   will,   as
expeditiously as possible, use its best efforts to:

           (i)   prepare  and (within 30 days after the end of  the  period
within  which requests for registration may be given to the Company  or  in
any  event  as  soon thereafter as practical) file with the Commission  the
requisite registration statement to effect such registration and thereafter
use  its  best  efforts  to  cause such registration  statement  to  become
effective;

           (ii)       prepare and file with the Commission such  amendments
and  supplements to such registration statement and the prospectus used  in
connection  therewith  as  may  be  necessary  to  keep  such  registration
statement effective and to comply with the provisions of the Securities Act
with  respect to the disposition of all Registrable Securities  covered  by
such registration statement for a period of at least 120 days;

           (iii)      furnish  to  each  seller of  Registrable  Securities
covered  by such registration statement such number of conformed copies  of
such  registration  statement  and of each such  amendment  and  supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus  contained  in  such  registration  statement  (including   each
preliminary prospectus and any summary prospectus) and any other prospectus
filed  under  Rule  424 under the Securities Act, in  conformity  with  the
requirements  of  the  Securities Act, and such other  documents,  as  such
seller may reasonably request;

           (iv)  register or qualify all Registrable Securities  and  other
securities  covered  by  such  registration  statement  under  such   other
securities or blue sky laws of such States of the United States of  America
where  an  exemption  is  not available and as the sellers  of  Registrable
Securities covered by such registration statement shall reasonably request;
keep  such  registration or qualification in effect for  so  long  as  such
registration  statement remains in effect; and take any other action  which
may  be  reasonably  necessary  or advisable  to  enable  such  sellers  to
consummate  the disposition in such jurisdictions of the securities  to  be
sold  by  such  sellers, except that the Company shall  not  for  any  such
purpose  be  required  to qualify generally to do  business  as  a  foreign
corporation  in  any  jurisdiction  wherein  it  would  not  but  for   the
requirements of this subdivision (iv) be obligated to be so qualified or to
consent to general service of process in any such jurisdiction;

            (v)    cause  all  Registrable  Securities  covered   by   such
registration  statement  to be registered with or approved  by  such  other
federal  or state governmental agencies or authorities as may be  necessary
in  the  opinion  of counsel to the Company and counsel to  the  seller  or
sellers  of  Registrable Securities to enable seller or sellers thereof  to
consummate the disposition of such Registrable Securities;

          (vi) notify each seller of Registrable Securities covered by such
registration  statement at any time when a prospectus relating  thereto  is
required to be delivered under the Securities Act, upon discovery that,  or
upon  the  happening  of  any event as a result of  which,  the  prospectus
included  in  such registration statement, as then in effect,  includes  an
untrue  statement  of a material fact or omits to state any  material  fact
required  to be stated therein or necessary to make the statements  therein
not  misleading,  in the light of the circumstances under which  they  were
made, and at the request of any such seller promptly prepare and furnish to
it a reasonable number of copies of a supplement to or an amendment of such
prospectus  as  may be necessary so that, as thereafter  delivered  to  the
purchasers of fact or omit to state a material fact required to  be  stated
thereof or necessary to make the statements therein not misleading  in  the
light of the circumstances under which they were made;

            (vii)   otherwise  comply  with   all   applicable  rules   and
regulations of the Commission, and promptly furnish to each such seller  of
Registrable  Securities  a  copy of any amendment  or  supplement  to  such
registration statement or prospectus;

           (viii)    keep each Selling Holder advised in writing as to  the
initiation and progress of any registration under Section 1.1;

           (ix)  provide  and cause to be maintained a transfer  agent  and
registrar  (which,  in each case, may be the Company) for  all  Registrable
Securities covered by such registration statement from and after a date not
later than the effective date of such registration; and

          (x)  list all Registrable Securities covered by such registration
statement   on  any  national  securities  exchange  on  which  Registrable
Securities  of the same class and, if applicable, series, covered  by  such
registration statement are then listed or on the New York Stock Exchange if
the Registrable Securities are reported thereon.

The  Company may require each Seller of Registrable Securities as to  which
any  registration is being effected to furnish the Company such information
regarding  such  seller  and the distribution  of  such  securities  as  is
required  by  law or the Commission to be included within the  registration
statement  or  as the Company may from time to time reasonably  request  in
writing.

           Each  holder of Registrable Securities agrees by acquisition  of
such  Registrable  Securities that, upon receipt of  any  notice  from  the
Company  of the happening of any event of the kind described in subdivision
(vi)  of  this  Section  1.2, such holder will forthwith  discontinue  such
holder's disposition of Registrable Securities pursuant to the registration
statement  relating  to  such Registrable Securities  until  such  holder's
receipt   of   the  copies  of  the  supplemented  or  amended   prospectus
contemplated by subdivision (vi) of this Section 1.2 and, if so directed by
the  Company,  will deliver to the Company (at the Company's  expense)  all
copies,  other than permanent file copies, then in such holder's possession
of  the  prospectus relating to such Registrable Securities current at  the
time of receipt of such notice.

           1.3  Preparation:  Reasonable Investigation.  In connection with
the  preparation  and  filing  of  any  registration  statement  under  the
Securities Act pursuant to this Agreement, the Company (i) shall  give  the
holders  of  Registrable  Securities  registered  under  such  registration
statement,  their  underwriters, if any, and their respective  counsel  and
accountants the reasonable opportunity to participate in the preparation of
such registration statement, each prospectus included therein or filed with
the  Commission,  and  each amendment thereof or supplement  thereto,  (ii)
shall give each of them such reasonable access to its books and records and
such opportunities to discuss the business of the Company with its officers
and  the  independent public accountants who have certified  its  financial
statements as shall be necessary, in the opinion of such holders' and  such
underwriters'  respective  counsel, to conduct a  reasonable  investigation
within  the  meaning of the Securities Act and (iii) shall promptly  notify
the  registered holder of the Registrable Securities and their  counsel  of
any  stop  order  issued  or  threatened by the  Commission  and  take  all
reasonable actions required to prevent the entry of such stop order  or  to
remove it if entered.

           1.4   Qualification to Obligations under Registration Covenants.
The  Company shall be entitled to postpone for a reasonable period of  time
(but  not  exceeding  60  days) the filing of  any  registration  statement
otherwise  required to be prepared and filed by it pursuant to Section  1.1
if   the   Company  determines,  in  its  reasonable  judgment  that   such
registration  and offering would interfere with any financing, acquisition,
corporate  reorganization  or  other  material  transaction  involving  the
Company  or  any  of  its  affiliates and  promptly  give  the  holders  of
Registrable Securities requesting registration thereof pursuant to  Section
1.1 written notice of such postponement, containing a general statement  of
the  reasons  for such postponement and an approximation of the anticipated
delay.   If  the  Company shall so postpone the filing  of  a  registration
statement,   holders  of  Registrable  Securities  requesting  registration
thereof pursuant to Section 1.1 and representing not less than 60%  of  the
initiating  holders  shall  have the right  to  withdraw  the  request  for
registration by giving written notice to this Company within 30 days  after
receipt of the notice of postponement, and in the event of such withdrawal,
such  request  shall  not  be  counted for  purposes  of  the  request  for
registration  to which holders of the Registrable Securities  are  entitled
pursuant to Section 1.1 hereof.

          1.5  Indemnification.

           (a)   Indemnification  by the Company.  The  Company  will,  and
hereby  does  indemnify and hold harmless, in the case of any  registration
statement  filed  pursuant to Section 1.1, each seller of  any  Registrable
Securities covered by such registration statement and each other Person, if
any, who controls such seller within the meaning of the Securities Act, and
their  respective directors, officers, partners, employees  and  affiliates
against  any  losses, claims, damages or liabilities, joint or several,  to
which  such  seller  or  any  such director,  officer,  partner,  employee,
affiliate or controlling person may become subject under the Securities Act
or  otherwise,  including,  without limitation,  the  reasonable  fees  and
expenses  of  legal  counsel, insofar as such losses,  claims,  damages  or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect  thereof)  arise out of or are based upon any untrue  statement  or
alleged untrue statement of any material fact contained in any registration
statement  under which such securities were registered under the Securities
Act,  any  preliminary prospectus, final prospectus or  summary  prospectus
contained therein, or any amendment or supplement thereto, or any  omission
or  alleged omission to state therein a material fact required to be stated
therein  or  necessary  to  make the statements therein  in  light  of  the
circumstances in which they were made not misleading, and the Company  will
reimburse  such seller and each such director, officer, partner,  employee,
affiliate  and  controlling  Person for any legal  or  any  other  expenses
reasonably  incurred by them in connection with investigating or  defending
any  such loss, claim, liability, action or proceeding; provided, that  the
Company  shall not be liable in any such case to the extent that  any  such
loss, claim, damage, liability (or action or proceeding in respect thereof)
or  expense  arises out of or is based upon an untrue statement or  alleged
untrue  statement or omission or alleged omission made in such registration
statement,  any  such  preliminary prospectus,  final  prospectus,  summary
prospectus, amendment or supplement in reliance upon and in conformity with
information furnished to the Company by or on behalf of such seller for use
in  the preparation thereof.  Such indemnity shall remain in full force and
effect  regardless of any investigation made by or on behalf of such seller
or  any such director, officer, employee, affiliate, partner or controlling
Person and shall survive the transfer of such securities by such seller.

          (b)  Indemnification by the Sellers.  As a condition to including
any Registrable Securities in any registration statement, the Company shall
have received an undertaking satisfactory to it from the prospective seller
of such Registrable Securities, to indemnify and hold harmless (in the same
manner  and  to  the same extent as set forth in subdivision  (a)  of  this
Section 1.5) the Company, and each manager or director of the Company, each
officer  of  the  Company and each other Person who  controls  the  Company
within the meaning of the Securities Act, with respect to any statement  or
alleged statement in or omission or alleged omission from such registration
statement,   any  preliminary  prospectus,  final  prospectus  or   summary
prospectus  contained therein, or any amendment or supplement  thereto,  if
such  statement  or alleged statement or omission or alleged  omission  was
made  in reliance upon and in conformity with information furnished to  the
Company  by  such  seller for use in the preparation of  such  registration
statement,  preliminary prospectus, final prospectus,  summary  prospectus,
amendment  or  supplement.  Such indemnity shall remain in full  force  and
effect, regardless of any investigation made by or on behalf of the Company
or  any such director, officer or controlling person and shall survive  the
transfer of such securities by such seller.

           (c)   Notices  of  Claims, etc.  Promptly after  receipt  by  an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section
1.5,  such indemnified party will, if a claim in respect thereof is  to  be
made  against an indemnifying party, give written notice to the  latter  of
the commencement of such action; provided, however, that the failure of any
indemnified  party to give notice as provided herein shall not relieve  the
indemnifying  party of its obligations under the preceding subdivisions  of
this  Section  1.5,  except to the extent that the  indemnifying  party  is
actually  prejudiced  by such failure to give notice.   In  case  any  such
action  is  brought  against an indemnified party, the  indemnifying  party
shall  be  entitled  to participate in and to assume the  defense  thereof,
jointly with any other indemnifying party similarly notified, to the extent
that  it may wish, with counsel reasonably satisfactory to such indemnified
party,  and  after  notice from the indemnifying party to such  indemnified
party  of  its  election so to assume the defense thereof, the indemnifying
party  shall not be liable to such indemnified party for any legal or other
expenses subsequently incurred by the latter in connection with the defense
thereof  other  than reasonable costs of investigation, provided,  however,
that if the indemnified party reasonably believes it is advisable for it to
be  represented  by  separate counsel because there exists  a  conflict  of
interest between its interests and those of the indemnified party which may
not  be  available to the indemnifying party, or if the indemnifying  party
shall fail to assume responsibility for such defense, the indemnified party
may  retain counsel satisfactory to it and the indemnifying party shall pay
all  reasonable  fees and expenses of such counsel.  No indemnifying  party
shall  be  liable  for any settlement of any action or proceeding  effected
without  its  written consent.  No indemnifying party  shall,  without  the
consent of the indemnified party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof
the  giving  by the claimant or plaintiff to such indemnified  party  of  a
release from all liability in respect to such claim or litigation or  which
requires action other than the payment of money by the indemnifying party.

           (d)   Contribution.  If the indemnification provided for in this
Section 1.5 shall for any reason be held by a court to be unavailable to an
indemnified  party under subparagraph (a) or (b) hereof in respect  of  any
loss,  claim, damage or liability, or any action in respect thereof,  then,
in lieu of the amount paid or payable under subparagraph (a) or (b) hereof,
the indemnified party and the indemnifying party under subparagraph (a)  or
(b)  hereof  shall contribute to the aggregate losses, claims, damages  and
liabilities  (including  legal  or other expenses  reasonably  incurred  in
connection  with  investigating the same), (i) in  such  proportion  as  is
appropriate  to  reflect  the  relative  fault  of  the  Company  and   the
prospective  sellers of Registrable Securities covered by the  registration
statement  which  resulted in such loss, claim,  damage  or  liability,  or
action  in  respect  thereof, with respect to the statements  or  omissions
which  resulted  in  such loss, claim, damage or liability,  or  action  in
respect thereof, as well as any other relevant equitable considerations  or
(ii)  if  the  allocation provided by clause (i) above is not permitted  by
applicable  law, in such proportion as shall be appropriate to reflect  the
relative benefits received by the Company and such prospective sellers from
the offering of the securities covered by such registration statement.   No
Person  guilty  of  fraudulent misrepresentations (within  the  meaning  of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any  Person who was not guilty of such fraudulent misrepresentation.   Such
prospective  sellers'  obligations  to  contribute  as  provided  in   this
subparagraph (d) are several in proportion to the relative value  of  their
respective  Registrable  Securities covered by such registration  statement
and  not  joint.  In addition, no Person shall be obligated  to  contribute
hereunder any amounts in payment for any settlement of any action or  claim
effected  without  such  Person's  consent,  which  consent  shall  not  be
unreasonably withheld or delayed.

           (e)   Other  Indemnification.  Indemnification and  contribution
similar to that specified in the preceding subdivisions of this Section 1.5
(with  appropriate modifications) shall be given by the  Company  and  each
seller  of Registrable Securities with respect to any required registration
or  other  qualification of securities under any federal or  state  law  or
regulation of any governmental authority other than the Securities Act.

            (f)    Indemnification  Payments.   The   indemnification   and
contribution  required  by  this Section 1.6  shall  be  made  by  periodic
payments  of  the amount thereof during the course of the investigation  or
defense,  as  and  when  bills are received or  expense,  loss,  damage  or
liability is incurred.

      2.    Definitions.   As  used herein, unless  the  context  otherwise
requires, the following terms have the following respective meanings:

           "Commission" means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

           "Exchange  Act" means the Securities Exchange Act  of  1934,  as
amended,  or any similar federal statute, and the rules and regulations  of
the  Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Exchange Act  of  1934,
as amended, shall include a reference to the comparable section, if any, of
any such similar Federal statute.

          "Initiating Holder" is defined in Section 1.1.

           "Person"  means  any individual, corporation, limited  liability
company,  partnership,  trust, incorporated or unincorporated  association,
joint  venture, joint stock company, government (or an agency or  political
subdivision thereof) or other entity of any kind.

           "Registrable Securities" means (i) 204,900 shares of the  Common
Stock  of the Company issued to the McClanahan Group pursuant to the Merger
Agreement  and  (ii)  any  related  Registrable  Securities.   As  to   any
particular Registrable Securities, once issued such securities shall  cease
to be Registrable Securities when (a) a registration statement with respect
to  the  sale  of  such  securities shall have become effective  under  the
Securities  Act  and  such  securities  shall  have  been  disposed  of  in
accordance  with  such  registration statement, (b) they  shall  have  been
distributed   to  the  public  pursuant  to  Rule  144  (or  any  successor
provision)  under  the Securities Act, (c) they shall have  been  otherwise
transferred,  new  certificates for them not bearing a  legend  restricting
further  transfer shall have been delivered by the Company  and  subsequent
public  distribution of them shall not require registration of  them  under
the Securities Act, or (d) they shall have ceased to be outstanding.

           "Related  Registrable Securities" means any  securities  of  the
Company  issued or issuable with respect to the Registrable  Securities  to
the McClanahan Group by way of the Merger Agreement or by way of a dividend
or   stock   split  or  in  connection  with  a  combination   of   shares,
recapitalization,   merger,  consolidation  or  other   reorganization   or
otherwise.

          "Securities Act" means the Securities Act of 1933, or any similar
Federal   statute,  and  the  rules  and  regulations  of  the   Commission
thereunder, all as the same shall be in effect at the time.  References  to
a  particular  section  of  the Securities Act  of  1933  shall  include  a
reference to the comparable section, if any, of any such similar statute.

          "Selling Holder" is defined in Section 1.1.

      3.   Amendments and Waivers.   This Agreement may be amended with the
written  consent of the Company and the Company may take any action  herein
prohibited,  or omit to perform any act herein required to be performed  by
it,  only  if the Company shall have obtained the written consent  to  such
amendment, action or omission to act of the holder or holders of  at  least
60%  of  the  Registrable Securities at the time or thereafter  outstanding
shall be bound by any consent authorized by this Section 3, whether or  not
such  Registrable  Securities  shall have  been  marked  to  indicate  such
consent.

      4.   Notices.  All notices, demands and other communications provided
for  or  permitted  hereunder shall be made in  writing  and  shall  be  by
registered or certified first-class mail, return receipt requested,  telex,
telegram, telecopier, reputable courier service or personal delivery:

           (a)  if to McClanahan Group, addressed to J. Chris McClanahan in
the  manner set forth in the Merger Agreement, or at such other address  as
he shall furnish to the Company in writing;

           (b)   if to any other holder of Registrable Securities,  at  the
address  that such holder shall have furnished to the Company  in  writing,
or,  until  any such other holder so furnishes to the Company and  address,
then  and  to  at  the  address  of the last  holder  of  such  Registrable
Securities who has furnished an address to the Company; or

           (c)   if to the Company, addressed to it in the manner set forth
in the Merger Agreement, or at such other address as the Company shall have
furnished to each holder of Registrable Securities at the time outstanding.

      All such notices and communications shall be deemed to have been duly
given:  when  delivered by hand, if personally delivered; one business  day
after  being sent by reputable courier service; three business  days  after
being  deposited  in  the mail, postage prepaid, if mailed;  when  answered
back, if telexed; and when receipt is acknowledged, if telecopied.

      5.   Remedies.  Each holder of Registrable Securities, is entitled to
exercise  all  rights granted by law, including recovery of  damages;  such
rights not to extend to incidental or consequential damages.

      6.    Severability.   In  the event that  any  one  or  more  of  the
provisions   contained   herein,  or  the  application   thereof   in   any
circumstances, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision
in  every  other  respect and of the remaining provisions contained  herein
shall not be in any way impaired thereby.

     7.   Entire Agreement.  This Agreement is intended by the parties as a
final  expression  of their agreement and intended to  be  a  complete  and
exclusive  statement  of  the agreement and understanding  of  the  parties
hereto  in  respect of the subject matter contained herein.  There  are  no
restrictions,  promises, warranties or undertakings, other than  those  set
forth  or  referred to herein and therein.  This Agreement  supersedes  all
prior  agreements and understandings between the parties  with  respect  to
such subject matter.

      8.    Descriptive Headings.  The descriptive headings of the  several
sections  and paragraphs of this Agreement are inserted for reference  only
and shall not limit or otherwise affect the meaning hereof.

      9.    Governing Law. This Agreement shall be construed  and  enforced
in accordance with, and the rights of the parties shall be governed by, the
laws  of  the  State of Delaware applicable to agreements made  and  to  be
performed entirely within such State.

      10.   Counterparts.  This Agreement may be executed in any number  of
counterparts,  each  of  which shall be deemed an original,  but  all  such
counterparts shall together constitute one and the same instrument.

      IN  WITNESS  WHEREOF, the parties have caused this  Agreement  to  be
executed  and  delivered  by  their  respective  officers  thereunto   duly
authorized as of the date first above written.

                              R&B FALCON CORPORATION

                              BY:       _____________________________
                              NAME:     _____________________________
                              TITLE:    _____________________________

                              THE McCLANAHAN GROUP

                              ARANSAS DRILLING & WORKOVER, INC.

                              BY:       ______________________________
                              NAME:     ______________________________
                              TITLE:    ______________________________



                              ______________________________________
                              J. STOREY CHARBONNET



                              ______________________________________
                              JACK CHRISTOPHER McCLANAHAN


                              ______________________________________
                              ELIZABETH DIANE McCLANAHAN



                              ______________________________________
                              MORGAN S. NALTY


                              ______________________________________
                              KELLY McCLANAHAN O'ROURKE



                              ______________________________________
                              JOHN RAGARD



                              ______________________________________
                              J. KEITH SHORT


                              ______________________________________
                              PAUL T. WESTERVELT, JR.