Exhibit 10.1
                                                                         
                                                           Execution Copy
                                                                         
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                              R&B GUARANTY
                                    
                                  from
                                    
                         R&B FALCON CORPORATION
                                    
                          Dated as of July 30, 1998

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                              R&B GUARANTY

     THIS GUARANTY (this "Guaranty"), dated as of July 30, 1998, made  by
R&B  FALCON  CORPORATION (the "Guarantor") in favor of the  Beneficiaries
named below;

                      W I T N E S S E T H:

     WHEREAS,  pursuant  to  the terms of (i) a Participation  Agreement,
dated  as  of  the  date  hereof (the "Participation  Agreement"),  among
Deepwater  Investment  Trust  1998-A,  a  Delaware  business  trust  (the
"Investment Trust"), Wilmington Trust FSB, a Maryland corporation, not in
its individual capacity except as expressly stated therein, but solely as
Investment Trustee (the "Investment Trustee"), Wilmington Trust  Company,
a  Delaware banking corporation, not in its individual capacity except as
expressly  stated  therein, but solely as Charter Trustee  (the  "Charter
Trustee"),  Deepwater  Drilling  L.L.C.,  a  Delaware  limited  liability
company  ("Deepwater"), ABN AMRO Bank N.V., as Administrative Agent  (the
"Administrative   Agent"),   BA  Leasing  &   Capital   Corporation,   as
Documentation Agent (the "Documentation Agent"), The Bank of Nova Scotia,
as  Syndication Agent (the "Syndication Agent"), RB Deepwater Exploration
Inc.,  a  Nevada  corporation,  Conoco Development  Company,  a  Delaware
corporation,  and  other  financial institutions  listed  as  Certificate
Purchasers  on  the signature pages of the Participation  Agreement,  and
(ii) a Charter, dated as of the date hereof (the "Charter"), between  the
Charter  Trustee and Deepwater, the Charter Trustee has agreed to charter
to Deepwater and Deepwater agreed to charter from the Charter Trustee all
of the Charter Trustee's interest in the Drillship;

     WHEREAS,  it  is  a condition precedent to the consummation  of  the
transactions  contemplated  by  the  Participation  Agreement  and  other
Transaction  Documents that Guarantor execute and deliver  this  Guaranty
and that Conoco execute and deliver the Conoco Guaranty; and

     WHEREAS,  this  Guaranty  is offered by Guarantor,  and  the  Conoco
Guaranty  is  offered by Conoco, as an inducement to the Participants  to
consummate  the transactions contemplated in the Participation Agreement,
which  transactions, if consummated, will be of benefit to Guarantor  and
Conoco;

     NOW, THEREFORE, in consideration of the foregoing and for other good
and  valuable  consideration, the receipt of which is hereby acknowledged
by Guarantor, Guarantor hereby agrees as follows:

     SECTION  1.    Defined  Terms.  Capitalized  terms   used   but  not
otherwise  defined  in this Guaranty shall have the  respective  meanings
specified  in Appendix 1 to the Participation Agreement.  The obligations
guaranteed under Section 2(a) below are collectively referred to  as  the
"Guaranteed  Obligations" and individually referred to as  a  "Guaranteed
Obligation".   Each of the Investment Trust, the Investment Trustee,  the
Charter  Trustee, the Administrative Agent, the Documentation Agent,  the
Syndication  Agent,  the Certificate Purchasers,  the  Hedging  Agreement
Counterparties  and the other Indemnified Parties is  referred  to  as  a
"Beneficiary" and are collectively referred to as the "Beneficiaries".

     SECTION 2.    Guaranteed Obligations.

          (a)   Subject  to the terms hereof, the Guarantor  does  hereby
irrevocably  and unconditionally guarantee to the Beneficiaries  entitled
thereto,  as  a primary obligor and not as a surety, until such  time  as
final  and  indefeasible  payment thereof has  been  made,  the  due  and
punctual  payment  by  Deepwater, when due, whether  by  acceleration  or
otherwise, of (i) fifty percent (50%) of the Purchase Option Price due by
Deepwater  under  Sections 20.1 or 16.2(h) of  the  Charter,  (ii)  fifty
percent  (50%)  of the Residual Guarantee Amount due by  Deepwater  under
Section  20.3 of the Charter, (iii) fifty percent (50%) of the amount  of
any  premium  payable  under  any policy  of  insurance  required  to  be
maintained  by  Deepwater under Section 14.1 of the Charter,  (iv)  fifty
percent  (50%) of any Claims and Tax Claims due by Deepwater pursuant  to
Section 10 of the Participation Agreement, (v) fifty percent (50%) of the
amount  due  by  Deepwater  to the Charter Trustee  under  the  Deepwater
Hedging  Agreements (if any) upon the occurrence of an "Early Termination
Date" (as defined in the Deepwater Hedging Agreements) in connection with
an  Event of Loss during the Charter Term and (vi) fifty percent (50%) of
any  installment of Basic Hire due by Deepwater under Section 3.1 of  the
Charter  during  the period after the Scheduled Charter  Expiration  Date
(or,  if  the Charter Term has been extended pursuant to Section 19.1  of
the Charter after the end of such extension period) until the earlier  of
(A)  the transfer of the risk of loss with respect to the Drillship to  a
purchaser  under  an  agreement for sale of the  Drillship  and  (B)  the
redelivery  of  the  Drillship in accordance with  Section  18.1  of  the
Charter.

          (b)   The Guarantor hereby indemnifies and holds harmless  each
of  the  Beneficiaries  for  any and all costs  and  expenses  (including
reasonable attorney's fees and expenses) incurred by such Beneficiary  in
enforcing any rights under this Guaranty.

     SECTION  3.    Nature   of   Obligations.    This   Guaranty   shall
constitute  a guaranty of prompt payment and not of collection,  and  the
Guarantor  specifically agrees that it shall not be necessary,  and  that
the  Guarantor shall not be entitled to require, before or as a condition
of  enforcing  the  liability of the Guarantor  under  this  Guaranty  or
requiring  payment  or performance of the Guaranteed Obligations  by  the
Guarantor as provided herein, or at any time thereafter, that any Person:
(a)  file  suit  or  proceed to obtain or assert  a  claim  for  personal
judgment against Deepwater or any other Person that may be liable for any
Guaranteed  Obligation; (b) make any other effort to  obtain  payment  or
performance  of  any Guaranteed Obligation from Deepwater  or  any  other
Person  that may be liable for such Guaranteed Obligation; (c)  foreclose
against  or  seek to realize upon any security now or hereafter  existing
for such Guaranteed Obligation; (d) exercise or assert any other right or
remedy to which any Beneficiary is or may be entitled in connection  with
any Guaranteed Obligations or any security or other guaranty therefor; or
(e) assert or file any claim against the assets of Deepwater or any other
Person  liable  for  any  Guaranteed  Obligation.   Notwithstanding   the
foregoing,  the  provisions of this Section 3 shall not be  construed  to
avoid  any  notices or demands or the lapse of any time periods available
to Deepwater under the Transaction Documents.

     SECTION 4.    Continuing   Guaranty.  This  Guaranty  shall  in  all
respects be a continuing, primary, absolute and unconditional guaranty of
prompt  and  complete payment and shall remain in full force  and  effect
until  the  full  and  final payment and performance  of  the  Guaranteed
Obligations   and  Guarantor's  obligations  hereunder.   The   Guarantor
guarantees  that  the  Guaranteed Obligations will be  paid  strictly  in
accordance  with the terms of the Participation Agreement and each  other
Transaction  Document  under which they arise,  regardless  of  any  law,
regulation  or  order  now  or hereafter in effect  in  any  jurisdiction
affecting  any  of  such  terms or the rights of the  Beneficiaries  with
respect  thereto.   The liability of the Guarantor  under  this  Guaranty
shall be absolute, unconditional and irrevocable, irrespective of:

     (1)  any  lack  of  validity,  legality  or  enforceability  of  the
          Participation   Agreement,  any  Certificate   or   any   other
          Transaction Document;

     (2)  the failure of any Beneficiary

          (a)  to  assert any claim or demand or to enforce any right  or
               remedy  against  Deepwater or any other Person  (including
               any   guarantor  (including  the  Guarantor))  under   the
               provisions    of   the   Participation   Agreement,    any
               Certificate, any other Transaction Document or  otherwise,
               or

          (b)  to  exercise  any  right or remedy against  any  guarantor
               (including the Guarantor) of, or collateral securing,  any
               obligations of Deepwater or any other Person;

     (3)  any  change in the time, manner or place of payment of,  or  in
          any other term of, all or any of the Guaranteed Obligations  or
          the obligations of any guarantor (including the Guarantor),  or
          any  other  extension, compromise or renewal of any  Guaranteed
          Obligation  or the obligations of any guarantor (including  the
          Guarantor);

     (4)  any  reduction,  limitation, impairment or termination  of  any
          Guaranteed  Obligations  or the obligations  of  any  guarantor
          (including the Guarantor) for any reason, including  any  claim
          of  waiver,  release, surrender, alteration or compromise,  and
          shall  not  be subject to (and the Guarantor hereby waives  any
          right  to  or  claim  of) any defense or setoff,  counterclaim,
          recoupment   or  termination  whatsoever  by  reason   of   the
          invalidity,     illegality,    nongenuineness,    irregularity,
          compromise,  unenforceability  of,  or  any  other   event   or
          occurrence  affecting,  any  Guaranteed  Obligations   or   the
          obligations  of  any  guarantor (including  the  Guarantor)  or
          otherwise,  other  than  the  payment  in  full  in   cash   or
          satisfaction   or   discharge  in  full  of   such   Guaranteed
          Obligation;

     (5)  any amendment to, rescission, waiver, or other modification of,
          or  any  consent  to departure from, any of the  terms  of  the
          Participation   Agreement,  any  Certificate   or   any   other
          Transaction Document;

     (6)  any addition, exchange, release, surrender or non-perfection of
          any  collateral, or any amendment to or waiver  or  release  or
          addition  of, or consent to departure from, any other  guaranty
          held   by  any  Beneficiary  securing  any  of  the  Guaranteed
          Obligations or the obligations of any guarantor (including  the
          Guarantor); or

     (7)  any  other  circumstance  which might  otherwise  constitute  a
          defense  available  to, or a legal or equitable  discharge  of,
          Deepwater, any surety or any guarantor.

     SECTION  5.    Reinstatement.  If  at  any  time  all  or  any  part
of  any  payment theretofore applied to any of the Guaranteed Obligations
is  rescinded  or returned for any reason whatsoever (including,  without
limitation,  the insolvency, bankruptcy or reorganization of  Deepwater),
such Guaranteed Obligations shall, for the purposes of this Guaranty,  to
the  extent  that  such payment is or must be rescinded or  returned,  be
deemed  to have continued in existence, notwithstanding such application,
and this Guaranty shall continue to be effective or be reinstated, as the
case  may  be,  as  to such Guaranteed Obligations, all  as  though  such
application had not been made.

     SECTION  6.    Amendments   to   Transaction   Documents;   Demands.
Guarantor  shall  remain  obligated under this  Guaranty  notwithstanding
that,  without  any reservation of rights against Guarantor  and  without
notice  to  or  further  consent by Guarantor,  the  obligations  or  the
liability  of  any other party, upon or for any part of  the  obligations
under  the Transaction Documents, may, from time to time, in whole or  in
part,  be  renewed, extended, amended, modified, waived,  surrendered  or
released  by the Beneficiaries (or anyone acting through or on behalf  of
the  Beneficiaries)  and any of the other Transaction  Documents  may  be
amended,  modified,  supplemented or terminated, in  whole  or  in  part;
provided,  however,  that  notwithstanding  anything  contained  in  this
Section  6  to  the  contrary,  to the extent  that  the  obligations  of
Deepwater constituting the Guaranteed Obligations are expressly  released
or waived in writing, such release or waiver shall be deemed to extend to
Guarantor.   For  the  purposes of this Guaranty, any  reference  to  the
Transaction Documents shall mean such documents as they now exist and  as
they  may  be  modified, amended, supplemented, renewed or extended  from
time  to  time.  When making any demand against Deepwater, a  Beneficiary
(or  anyone  acting  through or on behalf of such Beneficiary)  may,  but
shall  be under no obligation to, make a similar demand on Guarantor  and
any  failure by a Beneficiary (or anyone acting through or on  behalf  of
such Beneficiary) to make any such demand or to collect any payments from
Deepwater  shall  not relieve Guarantor of any of its  liabilities  under
this  Guaranty and shall not impair or affect the rights and remedies  of
the  Beneficiaries  (or  anyone  acting  through  or  on  behalf  of  the
Beneficiaries) against Guarantor.

     SECTION  7.           Payments;  No Subrogation.   Guarantor  hereby
agrees  that payments under this Guaranty will be paid to the Beneficiary
entitled  thereto in immediately available funds in accordance  with  the
terms  of  the  applicable  Transaction  Documents.   Until  all  of  the
Guaranteed  Obligations are indefeasibly paid in full,  Guarantor  hereby
agrees  that no payment made by or for the account of Guarantor  pursuant
to this Guaranty shall entitle Guarantor by subrogation, indemnification,
exoneration, contribution, reimbursement or otherwise to any  payment  by
Deepwater  or  from  or out of any property of Deepwater  in  respect  of
payments  made hereunder, and Guarantor hereby expressly waives,  to  the
fullest  extent  possible, and shall not exercise, any  right  or  remedy
against  Deepwater  or  any  property  of  Deepwater  by  reason  of  any
performance  by Guarantor of this Guaranty unless and until  all  of  the
Guaranteed Obligations are fully and finally performed, indefeasibly paid
or discharged.

     SECTION 8.          Waiver.  Guarantor hereby expressly waives:  (a)
notice of the acceptance of this Guaranty; (b) notice of the existence or
creation or non-payment of all or any of the Guaranteed Obligations;  (c)
presentment,  demand, notice of dishonor, protest, and,  to  the  fullest
extent  permitted by Applicable Law, any notice not required herein,  and
all other notices whatsoever; and (d) any right to require marshalling of
its  assets  in  connection  with  the  satisfaction  of  the  Guaranteed
Obligations.   When  making  any demand hereunder  against  Guarantor,  a
Beneficiary  may,  but shall be under no obligation to,  make  a  similar
demand  on  Deepwater and any failure by a Beneficiary to make  any  such
demand  or  to  collect  any payments from Deepwater  shall  not  relieve
Guarantor  of  its obligations or liabilities hereunder,  and  shall  not
impair  or affect the rights and remedies, express or implied,  or  as  a
matter of law, of the Beneficiaries against Guarantor.

     SECTION 9.          Assignment.  This Guaranty shall be binding upon
Guarantor and upon Guarantor's successors and permitted assigns and shall
inure to the benefit of the Beneficiaries and their respective successors
and  permitted  assigns.   The Guarantor may  not  delegate  any  of  its
obligations   hereunder  without  the  prior  written  consent   of   the
Certificate Purchasers.  The Guarantor hereby consents and agrees to  the
Charter  Trustee's assignment of its rights under this  Guaranty  to  the
Investment Trust pursuant to the Charter Trust Assignment.

     SECTION 10.    Guarantor's Liabilities Not Affected.  The duties and
obligations of Guarantor under this Guaranty shall remain in  full  force
and  effect,  without the necessity of any reservation of rights  against
Guarantor  or  further assent by Guarantor, and without  regard  to,  and
shall not be impaired or affected by:

          (a)   any  limitation of the remedies of the Beneficiary  under
any  of  the  Transaction  Documents or the  rejection  or  disaffirmance
thereof  which may now or hereafter be imposed by any Applicable  Law  or
the occurrence of any Event of Default;

          (b)  any merger or consolidation of Deepwater or Guarantor into
or with any other Person, or any sale, lease or transfer of any or all of
the  capital  stock  or  assets of Deepwater or Guarantor  to  any  other
Person;

          (c)   any  claim, counterclaim, set-off, deduction  or  defense
(other than payment in full) that Guarantor or Deepwater may have against
any  Beneficiary, whether hereunder or under any Transaction Document  or
independent  of  or  unrelated to the transactions  contemplated  by  the
Transaction Documents; or

          (d)  any extension of the Charter Term.
     SECTION  11.    Bankruptcy of Deepwater.  Guarantor agrees that,  so
long  as  there are any Guaranteed Obligations outstanding, it shall  not
(i)  commence any case, proceeding or other action under any existing  or
future  law  of  any  jurisdiction,  domestic  or  foreign,  relating  to
bankruptcy,    insolvency,   reorganization,   arrangement,   winding-up,
liquidation,  dissolution, composition or other relief  with  respect  to
Deepwater  or  its  debts; (ii) seek appointment of a receiver,  trustee,
custodian  or  other similar official for Deepwater or  for  all  or  any
substantial  part of its property; (iii) cause, or permit  RBF  Deepwater
Exploration Inc., as a Member of Deepwater, to vote to permit,  Deepwater
to file a voluntary petition in bankruptcy, insolvency or similar laws or
an  answer admitting the material obligations of a petition filed against
Deepwater in any such proceeding; or (iv) if Deepwater becomes a  debtor-
in-possession  under  applicable bankruptcy laws, cause,  or  permit  RBF
Deepwater Exploration Inc., as a Member of Deepwater, to vote to  permit,
Deepwater to reject the Drilling Contract.

     SECTION 12.    No Material Adverse Change.  Guarantor represents and
warrants to the Beneficiaries that as of the date hereof, there has  been
no  material  adverse  change  in the consolidated  assets,  liabilities,
operations,  business or financial condition of the Guarantor  from  that
set  forth in its financial statements for the fiscal quarter ended March
31,  1998  included in its report on Form 10-Q filed with the  Securities
and Exchange Commission with respect to such period.

     SECTION 13.    Financial Statements.  The Guarantor shall deliver to
the  Administrative  Agent, with sufficient copies for  each  Certificate
Purchaser,  copies of its annual and quarterly reports on Form  10-K  and
Form   10-Q,  respectively,  filed  with  the  Securities  and   Exchange
Commission promptly after such filings have been made.

     SECTION 14.    Miscellaneous.  No delay in the exercise of any right
or  remedy  shall operate as a waiver thereof, and no single  or  partial
exercise  of any right or remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy.  No modification or
waiver  of  any of the provisions of this Guaranty shall be binding  upon
the  Trust  or  Guarantor unless such modification or  waiver  is  by  an
instrument in writing and signed by Guarantor and the Beneficiaries.   No
action  permitted hereunder shall in any way affect or impair the  rights
of  any Beneficiary or Guarantor's obligations under this Guaranty.  This
Guaranty is effective upon delivery.

     This  Guaranty  is  a Transaction Document which is  being  executed
pursuant  to  the  Participation Agreement and  in  connection  with  the
transactions contemplated therein.

     Wherever   possible  each  provision  of  this  Guaranty  shall   be
interpreted in such manner as to be effective and valid under  Applicable
Law,  but  if  any provision of this Guaranty shall be prohibited  by  or
invalid  thereunder,  such provision shall be  ineffective  only  to  the
extent  of  such  prohibition  or invalidity,  without  invalidating  the
remainder of such provision or the remaining provisions of this Guaranty.

     All notices, demands, declarations, consents, directions, approvals,
instructions, requests and other communications required or permitted  by
this  Guaranty shall be in writing and shall be deemed to have been  duly
given when addressed to the appropriate Person and delivered (in the case
of  the  Beneficiaries) in the manner specified in Section  12.3  of  the
Participation Agreement and (in the case of the Guarantor) when delivered
in  the  manner specified in Section 12.3 of the Participation  Agreement
and addressed as set forth below:

          R&B Falcon Corporation
          901 Threadneedle, Suite 200
          Houston, Texas 77079
          Telephone No.: (281) 496-5000
          Telecopy No.:  (281) 496-0285
          Attn: Chief Executive Officer

     THIS  GUARANTY  AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  UNDER
THIS  GUARANTY  (INCLUDING  ALL  MATTERS  OF  CONSTRUCTION  VALIDITY  AND
PERFORMANCE)  SHALL  BE  GOVERNED BY AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-
1401  AND  5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING,
TO  THE  MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER CHOICE  OF
LAW RULES).  THIS GUARANTY HAS BEEN DELIVERED IN THE STATE OF NEW YORK.

     All judicial actions, suits or proceedings brought against Guarantor
with respect to its obligations, liabilities or any other matter under or
arising  out  of  or in connection with this Guaranty or any  transaction
contemplated  or for recognition or enforcement of any judgment  rendered
in  any such proceedings may be brought in any state or federal court  of
competent jurisdiction in The City of New York. By execution and delivery
of  this Guaranty, Guarantor accepts, generally and unconditionally,  the
nonexclusive  jurisdiction of such courts and irrevocably  agrees  to  be
bound by any final judgment rendered in connection with this Guaranty  or
any  transaction contemplated hereby from which no appeal has been  taken
or  is  available. Guarantor irrevocably agrees that all process  in  any
proceeding  or  any  court  arising out of or  in  connection  with  this
Guaranty  may  be effected by mailing a copy by registered  or  certified
mail  or  any  substantially similar form of mail,  postage  prepaid,  to
Guarantor  at  its  address  as designated in  this  Guaranty.  Guarantor
irrevocably  waives  trial by jury and any objections  which  it  now  or
subsequently may have to the bringing of any such action or proceeding in
any such jurisdiction.

     Upon request of any Beneficiary, Guarantor shall execute and deliver
such  further  assurances  as  such  Beneficiary  may  determine  in  its
reasonable  judgment  to  be  necessary  or  desirable  to  confirm   the
obligations of Guarantor under this Guaranty.

     The  section  headings used in this Guaranty are for convenience  of
reference  only and are not to affect the construction of  the  terms  of
this Guaranty.

      [The Remainder of this Page is Left Intentionally Blank]

     IN  WITNESS  WHEREOF, Guarantor has caused this R&B GUARANTY  to  be
executed  and delivered under seal by its duly authorized officer  as  of
the date first above written.

                              R&B FALCON CORPORATION


                              By:___________________________
                                 Name:
                                 Title: