EXHIBIT 10.2

                       R&B FALCON CORPORATION
                       STOCK OPTION AGREEMENT


      This  Stock Option Agreement ("Agreement") between  R&B  Falcon
Corporation,  a Delaware corporation ("Company") and P.C.  Chatterjee
("Optionee"),

                             WITNESSETH:

      WHEREAS, Optionee, being a duly elected or appointed member  of
the  Board of Directors of the Company, is entitled to receive a non-
qualified stock option award under the Company's 1999 Director  Long-
Term  Incentive  Plan ("Plan"), as an incentive to  the  Optionee  to
remain a director 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.   The  Option 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  otherwise
          defined  herein) shall have the meanings assigned  to  such
          terms in the Plan.

     2.   On  the  terms  and  subject  to the  conditions  contained
          herein,  the  Committee hereby grants to  the  Optionee  an
          option ("Option") for a term of ten years ending on January
          28,  2010  ("Option Period") to purchase from  the  Company
          5,500  shares  ("Option Shares") of  the  Company's  Common
          Stock, at a price equal to $12.656 per share.

     3.   This  Option shall not be exercisable until after 6  months
          immediately following the Effective Date, and thereafter on
          January  1,  2001 shall be exercisable for  any  number  of
          shares  up to and including, but not in excess of, 100%  of
          the  aggregate  number of shares subject  to  this  Option,
          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.

     4.   The  Option herein granted may be exercised by the Optionee
          by  giving  written notice to the Secretary 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.  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 to  the
          Optionee certificates for the number of Option Shares  with
          respect to which such option has been so exercised.

     5.   Optionee  may  pay for any Option Shares  with  respect  to
          which  the  Option herein granted 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.   The  value of the Common  Stock  so  tendered
          shall be its Fair Market Value.

     6.   The  Option herein granted shall not be transferable by the
          Optionee otherwise than as permitted by  Section 13  of the
          Plan.   During  the lifetime of the  Optionee, such  Option
          shall  be  exercisable  only  by  him.  No transfer of  the
          Option  herein  granted  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.

     7.   (a)  Upon the first to occur during the Option Period of:

                    (i)  Change of Control; or

                    (ii) the termination of the Optionee's service as
                         a  member of the board of directors  of  the
                         Company  due  to (A) death or disability  or
                         (B) retirement at age 60 or over;

          the  applicable restrictions on exercise set out in Section
          3  above  (other  than the initial six  months  immediately
          following  the  Effective  Date) shall  terminate  and  the
          Optionee's  right to exercise this Option thereafter  shall
          no longer be subject to such restrictions on exercise.

          (b)   If   the  Optionee's  service  as  a  member  of  the
          board  of directors of the Company terminates prior to  the
          occurrence of a date set forth in Section 7(a)(i) above for
          any reason (other than any of the reasons expressly set out
          in  Section 7(a)(ii) above), then the Option granted herein
          shall  immediately  terminate and  thereafter  may  not  be
          exercised in whole or in part by Optionee.

     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)(3)  of  the
               Exchange  Act.  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 herein granted, 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 given 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: Secretary, at the Company's
          then  current address of its principal office.  Any  notice
          given by the Company to the Optionee directed to him at his
          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 6, 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 will not exercise the option herein
          granted,  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.  For the purpose of this Agreement,  a   "Change of Control"
          shall mean:  (a) any "Person", as  such   term  is  used in
          Section 13(d) and 14(d) of the Securities Exchange  Act  of
          1934, as amended  (the  "Exchange  Act")   (other  than (i)
          the Optionee, (ii) the Company or  any  of its subsidiaries
          or  Affiliates  (as  that  term  is defined in the Exchange
          Act),   (iii)   any  Person   subject,  as   of  the   date
          of this Agreement or at any prior time, to the reporting or
          filing  requirements of Section 13(d) of the  Exchange  Act
          with  respect  to  the securities of  the  Company  or  any
          Affiliate,  (iv) any trustee or other fiduciary holding  or
          owning  securities under an employee benefit  plan  of  the
          Company, (v) any underwriter temporarily holding or  owning
          securities  of  the Company, or (vi) any corporation  owned
          directly or indirectly by the current stockholders  of  the
          Company in substantially the same proportion as their  then
          ownership of stock of the Company) becomes, after the  date
          of  this  Agreement, the "beneficial owner" (as defined  in
          Rule 13d-3 under the Exchange Act), directly or indirectly,
          of  securities  of the Company representing  forty  percent
          (40%) or more of the combined voting power of the Company's
          then outstanding securities;  or (b) at any time a majority
          of  the members of the board of directors of the Company is
          comprised of other than Continuing Directors (and for  this
          purpose  "Continuing Directors" shall mean members  of  the
          board of directors of the Company who were directors as  of
          the  date  of  this Agreement, or who were nominated  by  a
          majority  of the members of the board of directors  of  the
          Company  and such majority was comprised only of Continuing
          Directors at the time of such nomination).

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

                         R&B FALCON CORPORATION


                         By: _______________________
                         Paul B. Loyd, Jr. - Chairman and
                         Chief Executive Officer

                         OPTIONEE


                         ________________________
                         P.C. Chatterjee