EXHIBIT 10.3


                     TERMINATION AGREEMENT


     This  Termination Agreement (the "Agreement"), entered  into
and  effective  as  of June 30, 1999 (the "Effective  Date"),  is
between  Leighton  E.  Moss ("Moss") and R&B  Falcon  Corporation
("R&B Falcon").

     Moss  and  R&B Falcon agree that the termination  of  Moss's
employment   will  be  governed  by  the  following   terms   and
conditions:

     1.   As  of  the Effective Date Moss tenders his resignation
          as  Senior Vice President and Co-Counsel of R&B  Falcon
          and  as  a  director, officer and/or  employee  of  all
          direct   and   indirect  subsidiaries  and   affiliated
          companies of R&B Falcon, as the case may be, which  R&B
          Falcon  accepts  on its behalf and on  behalf  of  such
          subsidiaries and affiliated companies.

     2.   Upon  execution of this Agreement R&B Falcon agrees  to
          provide to Moss a severance package consisting  of  the
          following:

               a.   A  lump sum in cash, less deductions required
                    by law, equal to the sum of (1) Moss's annual
                    base  salary  through June 30, 1999,  to  the
                    extent  not theretofore paid, (2) the product
                    of  (x) Moss's targeted annual bonus for 1999
                    and (y) a fraction (the numerator of which is
                    the  number  of  days from  January  1,  1999
                    through June 30, 1999, and the denominator of
                    which   is  365)  and  (3)  any  compensation
                    previously   deferred  or  earned   by   Moss
                    (together   with  any  accrued  interest   or
                    earnings  thereon), any unreimbursed expenses
                    and any accrued vacation pay, in each case to
                    the extent not theretofore paid;

               b.   A  lump sum in cash, less deductions required
                    by  law, equal to the product of (a) the  sum
                    of  the  highest annual base salary  and  the
                    highest annual bonus that has been payable to
                    Moss  within the past three years  (including
                    such  salary  and bonus paid  by  a  previous
                    employer which is a direct subsidiary of  R&B
                    Falcon  as of the date of this Agreement  and
                    with  respect  to the 1998 fiscal  year  Moss
                    received  a  bonus  equivalent  to  $120,425)
                    times (b) three;

               c.   Through  and  including June 30,  2002,  Moss
                    shall  be  provided, at the  expense  of  R&B
                    Falcon,  all benefits under (or substantially
                    equivalent benefits to) R&B Falcon's  welfare
                    benefit   plans,  practices,   policies   and
                    programs   (including,  without   limitation,
                    medical,   prescription,   dental,    vision,
                    disability,  salary continuance,  group  life
                    and  supplemental group life  and  accidental
                    death  insurance plans and programs), to  the
                    extent  generally  applicable  to  other  R&B
                    Falcon executives; and

               d.   Notwithstanding anything to the  contrary  in
                    Moss's  Stock Option Agreements dated  as  of
                    April 7, 1999 and May 19, 1999, the immediate
                    vesting  with  respect  to  the  options   to
                    purchase  the  common  stock  of  R&B  Falcon
                    awarded to Moss thereunder, with the right to
                    exercise  all such options at any time  until
                    April 7, 2009 and May 19, 2009, respectively,
                    R&B   Falcon  hereby  expressly  waiving  the
                    provisions  of  Paragraph 18  of  such  stock
                    option agreements.

          All  cash payments due to Moss under the terms of  this
          Agreement  shall  be  paid by  R&B  Falcon  within  two
          business days following the Effective Date.

     3.   Upon  execution  of this Agreement and subject  to  the
          payment and other obligations of R&B Falcon set out  in
          Section  2  above,  this  Agreement  constitutes   full
          satisfaction of all obligations of R&B Falcon under and
          pursuant  to  Section  4 of that  Employment  Agreement
          dated as of March 25, 1998 between Moss and R&B Falcon.

     4.   The Agreement shall be binding upon and shall inure  to
          the   benefit   of   the  parties,   their   respective
          representatives,  agents,  attorneys,  successors   and
          assigns,  and,  in  particular,  without  limiting  the
          generality of the foregoing, to R&B Falcon's directors,
          officers  and employees and to Moss's heirs, executors,
          administrators, legal and personal representatives  and
          assigns.

     5.   This  Agreement shall be deemed to be a  contract  made
          under  and governed by, the laws of the State of Texas,
          without reference to principles of conflicts of law.

     6.   This  Agreement  constitutes the  complete  and  entire
          agreement   between   the  parties.    This   Agreement
          supersedes  and  cancels all prior  or  contemporaneous
          representations,  promises or  agreements  between  the
          parties.   This Agreement cannot be amended or modified
          except  by  written agreement signed  by  each  of  the
          parties hereto.

     7.   The  provisions of this Agreement are severable.  If  a
          court or other tribunal of competent jurisdiction rules
          any   provision  of  this  Agreement  is   invalid   or
          unenforceable, such ruling will not affect the validity
          or   enforceability  of  any  other  provision  of  the
          Agreement,  and this Agreement shall be  deemed  to  be
          modified  and  amended so as to be enforceable  to  the
          extent permitted by law.

     8.   This Agreement is signed in Houston, Texas on May     ,
          1999.



                         ________________________
                              Leighton E. Moss



                         R&B FALCON CORPORATION


                         By:_____________________
                              Paul B. Loyd, Jr.
                              Chairman