Exhibit 10.3
                                                                           
                             LETTER AGREEMENT
                                     


     This  Letter Agreement (the "Letter Agreement") is entered into as  of
the  7th  day  of  August,  1998,  and is  by  and  between  RBF  Deepwater
Exploration  Inc.,  a  Nevada  corporation  (formerly  named  RB  Deepwater
Exploration  Inc.  and hereafter "RBF") and Conoco Development  Company,  a
Delaware  corporation  (hereafter "CDC"). All terms not  otherwise  defined
herein  shall have the meaning set forth in the Limited Liability Agreement
dated  October 28, 1996, between RBF and CDC, as such has been  amended  by
Amendments Nos. 1-4 (such agreement as amended, the "LLC Agreement").

Background

     RBF  and  CDC have through the LLC Agreement formed Deepwater Drilling
L.L.C., a Delaware limited liability company ("Deepwater").  Deepwater,  in
connection  with  the  financing  of  the  Drillship  is  entering  into  a
Participation Agreement dated as of July 30, 1998, by and among  Deepwater;
Deepwater  Investment Trust 1998-A, as Investment Trust;  Wilmington  Trust
FSB,  not  in its individual capacity, except as expressly stated  therein,
but  solely  as  Investment Trustee; ABN AMRO Bank N.V., as  Administrative
Agent;  Wilmington Trust Company, not in its individual capacity except  as
expressly  provided therein, but solely as Charter Trustee;  BA  Leasing  &
Capital  Corporation, as Documentation Agent; The Bank of Nova  Scotia,  as
Syndication  Agent; certain other financial institutions  that  are  listed
therein  or  that  may  thereafter become party thereto;  and  solely  with
respect  to  Sections  5.2  and  6.4 of such Participation  Agreement,  RBF
Deepwater  Exploration Inc. and Conoco Development Company,  and  executing
certain  other  agreements  for  the  financing  of  the  Drillship   (such
transactions hereafter called the "Deepwater Transaction" and the documents
reflecting  such  transactions hereafter called the "Deepwater  Transaction
Documents").  Without affecting any obligation either RBF or CDC  may  have
under  any  document  executed by either party as  part  of  the  Deepwater
Transaction,  RBF  and  CDC hereby wish to set out agreements  between  the
parties relating to matters arising out of the Deepwater Transaction and to
clarify  and agree as to certain rights and obligations each of the parties
has to the other.

Understanding and Agreement

     1.   Reference is made to the Charter between Deepwater and Wilmington
Trust  Company  (not in its individual capacity except as expressly  stated
therein,  but  solely as Charter Trustee), dated as of July 30,  1998  (the
"Charter"), such Charter being one of the Deepwater Transaction  Documents.
Section 16.4 of the Charter and Section 6.3 of the Construction Supervisory
Agreement   (the  "CSA",  also  being  one  of  the  Deepwater  Transaction
Documents)  provide  that if Deepwater receives  notice  of  an  "Event  of
Default"  (as  defined  in  the  Deepwater  Transaction  Documents),   then
Deepwater  shall  have  the option to purchase all  the  right,  title  and
interest  in  the  Drillship of the parties named in Section  16.4  of  the
Charter  and Section 6.3 of the CSA.  RBF and CDC hereby confirm and  agree
that  if Deepwater receives such notice of an Event of Default, unless  the
Members  otherwise unanimously agree, each Member shall vote its membership
interest  in favor of, and instruct its Member Representatives to  vote  in
favor  of, the exercise of such option so that Deepwater will purchase  all
right, title and interest in the Drillship as provided for in Section  16.4
of  the Charter or Section 6.3 of the CSA, as the case may be.  Each Member
agrees that it will, to the extent necessary to allow Deepwater to purchase
such right, title and interest, contribute to Deepwater in cash in a timely
manner,  that Member?s respective Sharing Ratio of any and all monies  that
may be required to purchase such interest.

     2.    Pursuant  to Section 9.4 of the Participation Agreement  entered
into  by Deepwater as part of the Deepwater Transaction, should there be  a
Prepayment Change of Control Event (as defined in the Deepwater Transaction
Documents),  Deepwater  may  be required to  pay  the  "Change  of  Control
Prepayment  Amount" as defined in such Section 9.4.  If  Deepwater  becomes
obligated  to  pay  the Change of Control Prepayment  Amount,  CDC  (or  an
Affiliate  (as  defined  in  the LLC Agreement)  of  CDC)  agrees  to  loan
Deepwater  the  amount (the "Loan") necessary for Deepwater  to  make  such
Change of Control Prepayment in a timely manner.  Any such Loan shall  have
a  term of 180 days, bear interest at a rate of LIBOR plus a margin  of  75
basis  points  and otherwise be on terms reasonably agreeable to  Deepwater
and CDC (or its Affiliate).  Deepwater and CDC (or the Affiliate) agree  to
exert  reasonable efforts to afford CDC (or its Affiliate) the  benefit  of
(i)  a  secured  position  in  the form of a preferred  ship  mortgage,  if
possible, or similar security, or (ii) if the Deepwater Transaction remains
in effect as to some of the financing parties to the Deepwater Transaction,
substantially the same or similar secured position (to the extent possible,
and  allowed by the Deepwater Transaction Documents or consented to by  the
appropriate  financing parties thereto) held by secured parties immediately
prior to the payment of the Change of Control Prepayment.  If Deepwater  is
unable to refinance the Loan prior to maturity of the Loan, each of CDC and
RBF  agree  to  contribute  to  Deepwater in cash,  within  10  days  after
receiving  a  request  from the Manager of Deepwater pursuant  to  the  LLC
Agreement, or within 3 New York business days prior to the maturity of  the
Loan,  whichever is earlier, such Member's respective Sharing Ratio of  any
and  all monies that may be required to enable Deepwater to repay the  Loan
at maturity.

     3.    Deepwater and Conoco Drilling Inc. ("CDI") have entered  into  a
Letter  Agreement of even date herewith setting out certain  understandings
and  agreements,  a  copy  of which is attached  hereto  (the  "CDI  Letter
Agreement").  RBF and CDC each agree that, to the extent necessary to allow
Deepwater to meet its commitments to CDI under the terms of the CDI  Letter
Agreement, each of CDC and RBF agree to contribute to Deepwater in cash, in
a  timely manner, such Member's respective Sharing Ratio (as defined in the
LLC  Agreement)  of  any  and all monies that may  be  required  to  enable
Deepwater to meet Deepwater's commitments to CDI under the terms of the CDI
Letter Agreement.

     4.    The contributions by each of the Members provided for under this
Letter Agreement shall be considered contributions required under the terms
of  the  LLC  Agreement and the terms of the LLC Agreement shall  otherwise
apply  with  respect  to such contributions or any  failure  to  make  such
contribution.

     5.    With respect to governing law and forums for dispute resolution,
the  parties  hereby  incorporate by reference  Section  14.2  of  the  LLC
Agreement as if it was set out herein.


CONOCO DEVELOPMENT COMPANY                   RBF DEEPWATER EXPLORATION INC.

By:                                          By:
 
Name:                                        Name:

Title:                                       Title:


                              Acknowledgment

     Each  of Conoco Inc. (formerly Continental Oil Company) Charter Number
523126  (with respect to any failure by CDC (or its Affiliate, with respect
to Paragraph 2 of this Letter Agreement) to meet its obligations under this
Letter  Agreement) and R&B Falcon Corporation (with respect to any  failure
by  RBF  to  meet its obligations under this Letter Agreement) acknowledges
and  agrees that such failure shall also constitute an obligation for which
indemnification is due within the scope of Section 1 of the Indemnification
Agreement  dated  as  of  October 28, 1996,  between  Conoco  Inc.  and  RB
Deepwater  Exploration Inc. (now named RBF Deepwater Exploration  Inc.)  or
Section  1  of  the Indemnification Agreement dated as of April  24,  1998,
between  R&B Falcon Corporation and CDC, as the case may be, from  time  to
time. This Acknowledgement is binding upon respective successors of each of
Conoco  Inc. (formerly Continental Oil Company) Charter Number  523126  and
R&B Falcon Corporation.

Dated as of August 7, 1998.


CONOCO INC.                                     R&B FALCON CORPORATION
(formerly Continental Oil Company)
Charter Number 523126


By:                                             By:
 
Name:                                           Name:

Title:                                          Title: