EXHIBIT 10.10

                                                   Execution Copy


                           APPENDIX 1
                               to
                     Participation Agreement

                 DEFINITIONS AND INTERPRETATION


I.   RULES OF INTERPRETATION

     A.    General  Rules of Interpretation.  In each Transaction
Document, unless a clear contrary intention appears:

          (i)  the singular number includes the plural number and
     vice versa;

          (ii)  reference to any Person (individually or  in  any
     particular   capacity)   includes   such   Person's    legal
     representatives, successors and assigns but, if  applicable,
     only  if  such legal representatives, successors and assigns
     are permitted by the Transaction Documents, and reference to
     a  Person  in a particular capacity excludes such Person  in
     any other capacity or individually;

          (iii)  reference  to  any  gender  includes  the  other
     gender;

          (iv)   reference   to  any  agreement  (including   any
     Transaction  Document), document or  instrument  means  such
     agreement, document or instrument as amended or modified and
     in  effect  from time to time in accordance with  the  terms
     thereof   and,  if  applicable,  the  terms  of  the   other
     Transaction Documents and reference to any promissory  note,
     certificate  or  other  instrument includes  any  promissory
     note,  certificate or other instrument which is an extension
     or renewal thereof or a substitute or replacement therefor;

          (v)    reference  to  any  Applicable  Law  means  such
     Applicable  Law as amended, modified, codified, replaced  or
     reenacted, in whole or in part, and in effect from  time  to
     time, including rules and regulations promulgated thereunder
     and  reference  to  any section or other  provision  of  any
     Applicable  Law means that provision of such Applicable  Law
     from time to time in effect and constituting the substantive
     amendment,   modification,  codification,   replacement   or
     reenactment of such section or other provision;

          (vi)  reference  in  any Transaction  Document  to  any
     Article,  Section, Appendix, Schedule or Exhibit means  such
     Article  or Section thereof or Appendix, Schedule or Exhibit
     thereto;

          (vii)  "hereunder",  "hereof", "hereto"  and  words  of
     similar  import shall be deemed references to a  Transaction
     Document  as  a  whole  and not to any  particular  Article,
     Section or other provision thereof;

          (viii)     "including"  (and with  correlative  meaning
     "include")  means including without limiting the  generality
     of any description preceding such term; and

          (ix)  relative  to the determination of any  period  of
     time,  "from" means "from and including" and "to" means  "to
     and excluding";

     B.   Accounting Terms.  In each Transaction Document, unless
expressly otherwise provided, accounting terms shall be construed
and  interpreted, and accounting determinations and  computations
shall be made, in accordance with GAAP.

     C.    Legal  Representation of the Parties.  The Transaction
Documents  were  negotiated by the parties with  the  benefit  of
legal   representation   and  any   rule   of   construction   or
interpretation otherwise requiring the Transaction Document to be
construed or interpreted against any party shall not apply to any
construction or interpretation hereof or thereof.

     D.    Defined  Terms.   Unless  a clear  contrary  intention
appears,  terms  defined  herein have  the  respective  indicated
meanings when used in each Transaction Document.

II.  DEFINITIONS

     "Account"  means  each  of the Deferred  Construction  Costs
Reserve  Account,  the  Event  of  Loss  Proceeds  Account,   the
Reimbursement  and Proceeds Account, the Operating  Account,  the
Permitted  Contest Reserve Account, the Drillship Sales  Proceeds
Account,  the R&B Falcon Subcharter Proceeds Account, the  Letter
of   Credit  Collateral  Account  and  the  Termination  Proceeds
Account.

     "Account  Collateral" has the meaning specified  in  Section
2.2 of the Depository Agreement.

     "Accredited  Investor"  has the meaning  specified  in  Rule
501(a) of the Securities Act.

     "Acquiror"   means   an   entity  that   acquires   all   or
substantially all of the assets or outstanding Voting Stock of  a
Person.

     "Actual   Knowledge"  means  the  actual  awareness   of   a
Responsible Officer.

     "Adjustment  Date"  means  the  Initial  Certificate  Margin
Adjustment Date and every sixth Payment Date thereafter.

     "Advance"  has the meaning specified in Section 2.3  of  the
Participation Agreement.

     "Advance  Date" means the Closing Date or, if  the  Advances
are  postponed under Section 2.8 of the Participation  Agreement,
any Postponed Advance Date.

     "Advance  Request" means each of the Advance Request  issued
in  connection  with  the Closing Date or, if  the  Advances  are
postponed  under Section 2.8 of the Participation Agreement,  the
Advance  Request  issued  under such Section,  in  each  case  in
substantially   the  form  of  Exhibit  N  to  the  Participation
Agreement with appropriate provisions and insertions.

     "Affected  Certificate Purchaser" is defined in Section  7.7
of the Participation Agreement.

     "Affiliate" means, when used with respect to any Person, any
other Person directly or indirectly controlling or controlled  by
or  under direct or indirect common control with such Person.  As
used in this definition, the term "control" shall mean (including
the  correlative meanings of the terms "controlling," "controlled
by" and "under common control with"), as used with respect to any
Person,  the possession directly or indirectly, of the  power  to
direct or cause the direction of the management policies of  such
Person, whether through the ownership of voting securities or  by
contract or otherwise.

     "After Tax Basis" means, with respect to any payment  to  be
received,  the  amount of such payment increased so  that,  after
deduction of the amount of all Taxes required to be paid  by  the
recipient  calculated at the maximum United States federal  rates
then  generally applicable to large widely held corporations  and
at  the marginal state and local rates certified by the recipient
as  then  applicable  to  such recipient (less  any  tax  savings
realized and the present value of any tax savings projected to be
realized  by  the  recipient as a result of the  payment  of  the
indemnified amount), with respect to the receipt by the recipient
of  such amount, such increased payment (as so reduced) is  equal
to the payment otherwise required to be made.

     "Agent" means the Documentation Agent.

     "Alternate  Rate" means, for any day, the  higher  of:   (a)
0.50% per annum above the latest Federal Funds Rate; and (b)  the
rate  of  interest  in effect for such day as publicly  announced
from  time to time by Bank of America National Trust and  Savings
Association  ("BofA"),  a national banking  association,  in  San
Francisco,  California, as its "reference rate."  (The  reference
rate  is  a rate set by BofA based upon various factors including
BofA's costs and desired return, general economic conditions  and
other factors, and is used as a reference point for pricing  some
loans,  which  may  be priced at, above or below  such  announced
rate.)  Any change in the reference rate announced by BofA  shall
take  effect  at the opening of business on the day specified  in
the public announcement of such change.

     "Alternate  Rate Advance" means any Advance  for  which  any
Certificate Return on any related Certificates is calculated with
reference to the Alternate Rate.

     "Applicable   Law"   means  all  applicable   laws,   rules,
regulations  (including Environmental Laws), statutes,  treaties,
conventions (including, if applicable, the Safety of Life at  Sea
Convention) codes, ordinances, permits, certificates, orders  and
licenses  of, and interpretations by, all Government Authorities,
and applicable judgments, decrees, injunctions, writs, orders  or
like  action  of  any court, arbitrator or other  administrative,
judicial   or   quasi-judicial  tribunal  agency   of   competent
jurisdiction (including those pertaining to health and safety and
those  pertaining  to the construction, use or operation  of  the
Vessel, the OFE and any Modifications).

     "Applicable  Office" means, with respect to each Certificate
Purchaser,  the  office, branch or Affiliate of such  Certificate
Purchaser specified as its "Applicable Office" to Deepwater,  the
Charter Trustee and the Investment Trust.

     "Applicable Percentage" means:

          (i)  with  respect  to  payments  made  or  obligations
     guaranteed  by (A) R&B Falcon or its Affiliates (other  than
     Deepwater) or (B) Deepwater pursuant to the terms of Charter
     Supplement No. 1, 60%;  or

          (ii)  with  respect  to payments  made  or  obligations
     guaranteed  by  (A)  Conoco or its  Affiliates  (other  than
     Deepwater) or (B) Deepwater pursuant to the terms of Charter
     Supplement No. 2, 40%.

     "Appraisal"  means,  with  respect  to  the  Drillship,   an
appraisal  delivered  on  the  Closing  Date,  prepared  by   the
Appraiser.

     "Appraiser" means American Appraisal Incorporated.

     "Assumption Cure Right" has the meaning set forth in Section
9(a) of the Drilling Consent.

     "Bank  of  America"  has the meaning  specified  in  Section
3.2(o) of the Participation Agreement.

     "Bankruptcy  Default" means a Default described  in  Section
4.1(e)  or  (f)  of either Charter Supplement No.  1  or  Charter
Supplement No. 2.

     "Base Charter Term" has the meaning specified in Section 2.3
of the Master Charter.

     "Base Rate" means a rate per annum equal to LIBOR.

     "Base  Rate Advance" means any Advance for which Certificate
Return is calculated with reference to the Base Rate.

     "Basic Hire" has the meaning specified in Section 3.1 of the
Master Charter.


     "Beneficial  Owners" means those financial institutions  who
are parties to the Charter Trust Agreement and identified therein
as "Beneficial Owners".

     "Bill  of  Sale" means the instrument substantially  in  the
form set forth on Exhibit M to the Participation Agreement to  be
delivered by Deepwater to the Charter Trustee.

     "Blackout  Period" means that period (1)  beginning  on  the
earlier  to occur of (i) the exercise of the Non-Assumption  Cure
Right by a Non-Defaulting Drilling Party and (ii) the lending  of
Credit  Support,  directly  or indirectly,  by  a  Non-Defaulting
Drilling Party to the other Drilling Party, and (2) ending on the
later  to occur of (i) the first anniversary of the cure  payment
or  the  provision of such Credit Support and (ii) the first  day
following  the Defaulting Drilling Party's sixth consecutive  Day
Rate  payment  in  accordance with  the  terms  of  its  Drilling
Contract following the most recent exercise of the Non-Assumption
Cure Right or provision of Credit Support, as applicable.

     "Board  of  Governors" means the Board of Governors  of  the
Federal Reserve System of the United States of America.

     "Builder" means, collectively, Samsung Heavy Industries Co.,
Ltd.,  a  Korean corporation, and Samsung Corporation,  a  Korean
corporation, as Builder under the Construction Contract.

       "Builder's  Bank"  means  the  guarantor  of  any   refund
obligations  that  the Builder may incur under  the  Construction
Contract.

     "Business Day" means (i) except as set forth in clause  (ii)
below,  any day excluding (x) Saturday, (y) Sunday, and  (z)  any
day  on  which banks in New York, New York, Wilmington, Delaware,
or  Houston, Texas, are authorized by law to close, and (ii) with
respect to all notices and determinations in connection with  and
payments  of  Certificate Return any day which is a Business  Day
described in (i) above and which is also a day for trading by and
between  banks  in  U.S. dollar deposits in the London  interbank
Eurodollar market.

     "Buyer" means the "Buyer" under the Construction Contract.

     "Casualty"  means any damage or destruction of  all  or  any
portion  of the Drillship as a result of a fire or other casualty
which does not constitute an Event of Loss.

     "CERCLA"  means  the  Comprehensive Environmental  Response,
Compensation,  and Liability Act of 1980, 42  U.S.C.  '  9601  et
seq., and its implementing regulations and amendments.

     "Certificate" means each Investment Trust Certificate,  each
Series A Trust Certificate and each Series B Trust Certificate.

     "Certificate  Margin" has the meaning specified  in  Section
2.4(c) of the Participation Agreement.

     "Certificate Purchaser Amount" means, with respect  to  each
Certificate Purchaser, at any given time, the aggregate amount of
all  Advances made by such Certificate Purchaser plus accrued but
unpaid  Postponement  Yield, if any,  minus  the  amount  of  any
distributions paid to such Certificate Purchaser in reduction  of
the Certificate Purchaser Amount.

     "Certificate  Purchaser Balance" means, at any  given  time,
the  aggregate  amount of all Advances made  by  the  Certificate
Purchasers  minus  the amount of any distributions  paid  to  the
Certificate Purchasers in reduction of the Certificate  Purchaser
Balance.

     "Certificate Purchaser Liens" means Liens on or against  any
or  all of the Drillship, the Trust Estate, the Investment Trust,
the Charter or any payment of Charter Hire which results from (a)
any  act  or  omission of, or any Claim against  any  Certificate
Purchaser  in any case unrelated to the transactions contemplated
by  the Transaction Documents (including any Liens arising  as  a
result  of  a voluntary transfer of all or any portion of  either
Trust  Estate, other than any voluntary transfer after a  Charter
Event  of  Default  or a transfer to Deepwater  pursuant  to  the
Charter), (b) any Tax owed by any such Person, except for any Tax
required to be paid by Deepwater under the Transaction Documents,
including  any Tax for which Deepwater is obligated to  indemnify
such  Person under the General Tax Indemnity, or (c) any  act  or
omission of such Person that is in breach of any of the covenants
or agreements of the Transaction Documents.

     "Certificate  Purchaser  Replacement  Conditions"  has   the
meaning specified in Section 4.3 of the Participation Agreement.

     "Certificate  Purchasers" means those financial institutions
who  are identified in the Charter Trust Agreement as "Beneficial
Owners"  and  in  the Investment Trust Agreement as  "Certificate
Purchasers."

     "Certificate Return" means:

     (i)   except  where  clause  (ii)  of  this  definition   is
     applicable,  for any Return Period, an amount equal  to  the
     product of the applicable Certificate Return Rate times  the
     Certificate Purchaser Balance (or portion thereof) allocable
     to such Return Period or

     (ii) where one, but not both, of the Charter Supplements has
     been   accelerated  pursuant  to  Section  4.2(a)   thereof,
     Certificate  Return  accruing after the termination  of  the
     accelerated Charter Supplement shall be calculated  as,  for
     any  Return  Period, an amount equal to the product  of  the
     applicable  Certificate Return Rate  times  the  Certificate
     Purchaser  Balance that would have been in  effect  on  such
     date,  but  for the acceleration (such Certificate Purchaser
     Balance  being  the amount set forth on Schedule  I  to  the
     Master Charter opposite the Charter Hire Payment Date  under
     the column marked "Charter Balance").

     "Certificate  Return  Rate" means the  Base  Rate  plus  the
Certificate  Margin  or, to the extent  that  the  Base  Rate  is
unavailable  or illegal, the Alternate Rate plus the  Certificate
Margin.

     "Change  of  Control" means (i)  as to any Person (including
Conoco  and  R&B Falcon), a sale, assignment or transfer  by  its
Affiliates  of  all or substantially all of the  assets  of  such
Person and its Subsidiaries taken as a whole (whether in a single
transaction or a series of related transactions) to any  "person"
or  "group"  (as the ultimate purchaser, assignee or  transferee)
within  the  meaning of Section 13(d)(3) and Section 14(d)(2)  of
the Securities Exchange Act of 1934 other than to its Affiliates;
(ii)  as  to  any Person (including Conoco and R&B  Falcon),  its
Affiliates, directly or indirectly cease to beneficially own more
than  50%  of the outstanding voting stock of such Person;  (iii)
after  the occurrence of the event described in clause (ii),  the
first  date  on  which the individuals who are directors  of  the
Relevant Entity and whose election or nomination for election  by
the  stockholders of the Relevant Entity is approved, or who were
elected  by the affirmative vote of, at least two-thirds  of  the
directors  who  were  members of the Board of  Directors  of  the
Relevant Entity at the time of such nomination or election,  will
cease  to constitute a majority of the Board of Directors of  the
Relevant Entity or its successor by merger, consolidation or sale
of assets; or (iv) the liquidation or dissolution of such Person.
For  purposes  of this definition, Relevant Entity  means  either
Conoco or R&B Falcon, or, if there is a Parent of such respective
Person, the Parent.

     "Charter" means both charters created by the Master Charter,
as   supplemented  by  Charter  Supplement  No.  1  and   Charter
Supplement No. 2.

     "Charter Commencement Date" means the Delivery Date.

     "Charter  Default" means any event or condition which,  with
the  lapse  of  time  or  the giving of notice,  or  both,  would
constitute a Charter Event of Default.

     "Charter  Event  of  Default" has the meaning  specified  in
Section 16.1 of the Master Charter.

     "Charter  Extension  Option" has the  meaning  specified  in
Section 20.2 of the Master Charter.

     "Charter Hire" means Basic Hire and Supplemental Hire.

     "Charter Hire Payment Date" means the last Business  Day  of
each  calendar  month,  commencing on the  Initial  Charter  Hire
Payment Date, and the last day of the Charter Term.

     "Charter  Hire  Payment Date Certificate"  has  the  meaning
specified in Section 3.4(b) of the Depository Agreement.

     "Charter  Residual Risk Amount" means 18% of the Certificate
Purchaser Balance at the commencement of the Base Charter Term.

     "Charter  Supplement"  means Charter  Supplement  No.  1  or
Charter Supplement No. 2.

     "Charter Supplement No. 1" means that Charter Supplement No.
1  dated as of the Closing Date, between the Charter Trustee  and
Deepwater.

     "Charter Supplement No. 1 Event of Default" has the  meaning
specified in Section 4.1 of Charter Supplement No. 1.

     "Charter  Supplement  No. 1 Payment Date"  has  the  meaning
specified in Section 3.1 of Charter Supplement No. 1.

     "Charter Supplement No. 2" means that Charter Supplement No.
2  dated as of the Closing Date, between the Charter Trustee  and
Deepwater.

     "Charter Supplement No. 2 Event of Default" has the  meaning
specified in Section 4.1 of Charter Supplement No. 2.

     "Charter  Supplement  No. 2 Payment Date"  has  the  meaning
specified in Section 3.1 of Charter Supplement No. 2.

     "Charter  Supplement  Prepayment  Amount"  has  the  meaning
specified in Section 4.2(c) of the Depository Agreement.

     "Charter Term" has the meaning specified in Section  2.3  of
the Master Charter.

     "Charter  Trust"  means the trust created  pursuant  to  the
Charter Trust Agreement.

     "Charter Trust Agreement" means that Charter Trust Agreement
(Deepwater  Charter Trust 1999-A), dated as of the Closing  Date,
between  the Charter Trustee, the Certificate Purchasers and  the
Investment Trust.

     "Charter Trustee" means Wilmington Trust Company, a Delaware
banking  corporation, not in its individual capacity,  except  as
otherwise provided, but solely as trustee under the Charter Trust
Agreement.

     "Charter  Trustee  Assignment"  means  the  Charter  Trustee
Assignment,  dated  as of the Closing Date, between  the  Charter
Trustee,   the  Investment  Trustee  and  the  Hedging  Agreement
Counterparties (if any).

     "Claims"  has the meaning specified in Section 10.1  of  the
Participation Agreement.

     "Classification  Society"  has  the  meaning  specified   in
Section 10.1 of the Master Charter.

     "Closing  Date" means the date which each of the  conditions
precedent  set forth in Sections 3.2 and 4.1 of the Participation
Agreement   have  been  satisfied  or  waived  and  the   actions
contemplated  in  Sections  2.1  and  2.2  of  the  Participation
Agreement have been carried out.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral"  means  the  Charter Trustee's  rights  in  the
Drillship,  the Account Collateral, the Collateral Documents  and
all  other  assets  or property over which  a  Lien  or  security
interest  has  purported to have been granted under the  Security
Documents.

     "Collateral Documents" has the meaning specified in  Section
2.1 of the Depository Agreement.

     "Commitment"   means,  with  respect  to  each   Certificate
Purchaser,  the  amount  set forth on Schedule  I  to  the  Trust
Agreements opposite the name of each Certificate Purchaser, which
amount may be adjusted pursuant to Section 7.7, 7.9 or 9.1 of the
Participation Agreement.

     "Commitment   Percentage"  means,  with  respect   to   each
Certificate Purchaser, the percentage beneficial interest held by
such Certificate Purchaser under the Charter Trust Agreement  and
the  Investment Trust Agreement from time to time  determined  in
accordance with the respective Trust Agreement.

     "Competitor" means a Person who either (i) is engaged in the
exploration,  development, production, refinement,  marketing  or
retailing  of crude oil, petroleum products, natural gas  or  gas
liquids  or  in providing marine contract drilling  services  for
oil,  gas  or other hydrocarbons or (ii) has a material  interest
(whether  held  directly or indirectly) in, or  is  otherwise  an
Affiliate  of,  a  Person  that is engaged  in  the  exploration,
development,  production, refinement, marketing or  retailing  of
crude  oil, petroleum products, natural gas or gas liquids or  in
providing marine contract drilling services for oil, gas or other
hydrocarbons;  provided,  however,  that  a  Person  who  is   an
institutional investor or lender which is a passive  investor  or
lender  in the financing of equipment or facilities used  in  the
exploration,  development, production, refinement,  marketing  or
retailing  of crude oil, petroleum products, natural gas  or  gas
liquids  or  in providing marine contract drilling  services  for
oil,  gas  or  other hydrocarbons or a passive  investor  in  any
Person  described in clauses (i) or (ii) above shall not,  solely
by  the reason of such investment or loan (including by reason of
foreclosing on any facilities used by such Person), be deemed  to
be a "Competitor".

     "Condemnation"   means  (x)  the  permanent   and   complete
condemnation, requisition, confiscation, arrest, seizure or other
taking  of  title or leasehold interest to the Drillship  or  any
transfer made in lieu of any such actual or threatened action  or
proceeding  or  (y) any condemnation other than a requisition  of
temporary  use  or requisition of use for a period  scheduled  to
last  beyond  the  end of the Charter Term or which  in  fact  is
continuing on the Charter Termination Date even if not  scheduled
to  last beyond the Charter Term, in either case resulting in the
loss  of use or possession of substantially all of the Drillship.
A "Condemnation" shall be deemed to have occurred on the earliest
of the dates that use, title or a leasehold interest is taken.

     "Conoco" means Conoco Inc. (formerly Conoco Energy Company),
a Delaware corporation.

     "Conoco  Certificates"  means  the  Conoco  Series  A  Trust
Certificates and the Conoco Investment Trust Certificates.

     "Conoco  Charter" means the charter created  by  the  Master
Charter, as supplemented by Charter Supplement No. 2.

     "Conoco  Drilling  Contract" means that Deepwater  Drillship
Contract,  dated as of April 30, 1997, as assigned,  amended  and
restated, between Frontier Deepwater Drilling Inc. and Deepwater.

     "Conoco  Drilling Contract Guaranty" means the  Amended  and
Restated Deepwater Drillship Project, Conoco Inc. Guaranty, dated
as  of  August  31,  1999,  given by  Conoco  Inc.  in  favor  of
Deepwater.

     "Conoco  Drilling  Party" means Frontier Deepwater  Drilling
Inc.

     "Conoco Guaranty" means the Conoco Guaranty, dated as of the
Closing  Date,  given  by Conoco in favor of  the  Trustees,  the
Investment  Trust,  the  Agent, the Certificate  Purchasers,  the
Hedging   Agreement  Counterparties,  if  any,  and   the   other
beneficiaries named therein.

     "Conoco Investment Trust Certificate" means each certificate
issued  to  a  Certificate Purchaser from  the  Investment  Trust
pursuant to Section 2.1(d) of the Participation Agreement and  in
accordance with the Investment Trust Agreement to evidence 40% of
the  Investment  Portion of the Certificate Purchaser  Amount  of
each such Certificate Purchaser.

     "Conoco  Series A Trust Certificate" means each  certificate
issued to a Beneficial Owner from the Charter Trustee pursuant to
Section  2.1(b) of the Participation Agreement and in  accordance
with the Charter Trust Agreement to evidence 40% of the Series  A
Portion  of  the  Certificate  Purchaser  Amount  of  each   such
Beneficial Owner.

     "Conoco  Usage"  means the number of days,  rounded  to  the
nearest  day,  the Drillship has been utilized under  the  Conoco
Drilling Contract.

     "Construction Contract" means the Contract for  Construction
and  Sale  of a 103,000 Metric Tons Displacement Drillship  (Hull
No.  1231),  dated February 7, 1997, between the  Buyer  and  the
Builder.

     "Construction   Costs"   means,   collectively:   (i)    the
installment  payments  under  Article  II,  Section  4   of   the
Construction  Contract,  (ii) costs of acquisition  of  any  OFE,
(iii)  [intentionally omitted], (iv) all amounts to be paid under
the  Construction Contract or any Construction Document after the
Closing  Date  and  any  other  costs  or  expenses  relating  to
completing  construction  of  the Drillship,  including  Deferred
Construction   Costs,   (v)   any  Transaction   Expenses,   (vi)
[intentionally  omitted],  (vii) any Postponement  Yield  payable
under  Section 2.8 of the Participation Agreement and (viii)  all
fees,  costs, expenses and other amounts (including  interest  on
the   notional  principal  but  excluding  amounts   payable   in
connection  with  an early termination of the  Deepwater  Hedging
Agreements (if any)) due and payable prior to the commencement of
the  Initial  Charter  Hire Payment Date to the  Charter  Trustee
under the Deepwater Hedging Agreements (if any).

     "Construction Documents" means such agreements  in  addition
to the Construction Contract, which Deepwater deemed necessary or
desirable  for the design, construction, testing and  performance
of the Drillship in accordance with the Construction Contract and
the Transaction Documents.

     "Consumer  Price Index" means the Consumer Price  Index  all
Items for all Urban Consumers (1981-1983 = 100) published by  the
Bureau  of  Labor Statistics of the United States  Department  of
Labor, as reported by the Wall Street Journal.  If for any reason
the  Bureau  of  Labor Statistics does not furnish  the  Consumer
Price  Index,  the parties instead shall mutually select,  accept
and use such other index or comparable statistics on the cost  of
living in Washington, D.C. that is computed and published  by  an
agency of the United States or a responsible financial periodical
of recognized authority.

     "Counterpart Investment Trust Certificate" has  the  meaning
specified in Section 2.4(d) of the Participation Agreement.

     "Counterpart  Series A Trust Certificate"  has  the  meaning
specified in Section 2.4(d) of the Participation Agreement.

     "Coverage  Ratio" means, (i) as of any Charter Hire  Payment
Date  occurring  on  or prior to the third Charter  Hire  Payment
Date,  the ratio of (x) the projected Revenues for the next three
calendar months (beginning with the month following the month  in
which such Charter Hire Payment Date occurs) to (y) the aggregate
amount  of  all  payments  (including  projected  Operation   and
Maintenance  Expenses) that will be required  to  be  made  under
clauses  "first"  through  "eighth"  of  Section  3.4(b)  of  the
Depository  Agreement during such three-month  period,  and  (ii)
thereafter, as of any Charter Hire Payment Date, the ratio of (A)
the  actual Revenues for the immediately preceding three calendar
months  (including the month in which such Charter  Hire  Payment
Date  occurs)  to (B) the aggregate amount of all payments  under
clauses  "first"  through  "seventh" of  Section  3.4(b)  of  the
Depository  Agreement that were actually made during such  three-
month  period or that would have been made during such period  if
there  had been sufficient funds in the Operating Account at  the
time such payments were required to be made.

     "Credit Support" means (i) any direct or indirect payment by
one  Drilling Party or its Affiliates to the other Drilling Party
for the purpose of allowing such payee Drilling Party to meet its
obligations  under its respective Drilling Contract or  (ii)  any
guaranty  or  other credit support by one Drilling Party  or  its
Affiliates of the obligations of the other Drilling Party or  its
Affiliates  for the purpose of allowing such benefitted  Drilling
Party  to  meet  its  obligations under its  respective  Drilling
Contract.

     "Cross  Charter Default" means, with respect  to  a  Charter
Supplement,  the  Charter  Event of Default  listed  in  Sections
4.1(k) thereof.

     "Day  Rate" means the daily rate payable to Deepwater  under
the Drilling Contracts for the use of the Drillship.

     "Day Rate Commencement Date" means March 31, 1999.

     "Deepwater" means Deepwater Drilling II L.L.C.,  a  Delaware
limited liability company.

     "Deepwater Assignment" means the Assignment Agreement, dated
as  of  the  Closing  Date,  between Deepwater  and  the  Charter
Trustee.

     "Deepwater Hedging Agreements" has the meaning specified  in
Section 6.5 of the Participation Agreement.

     "Deepwater Obligations" means all of Deepwater's obligations
(monetary or otherwise) arising under, or in connection with, the
Transaction Documents.

     "Deepwater   Person"   means   Deepwater,   any    permitted
subcharterer or any other Person (other than the Charter Trustee,
the  Investment Trustee, the Investment Trust or any  Certificate
Purchaser)  using  or  in  possession of  the  Drillship  or  any
officer, director, employee or agent of any of the foregoing.

     "Default" means any event or condition which, with the lapse
of  time  or  the giving of notice, or both, would constitute  an
Event of Default.

     "Defaulting  Drilling  Party" means (i)  Frontier  Deepwater
Drilling Inc., where a Charter Supplement No. 2 Event of  Default
exists (but not a Charter Supplement No.1 Event of Default, other
than  a Cross Charter Default thereunder) or would exist but  for
the  exercise  of  the Assumption Cure Right, the  Non-Assumption
Cure  Right or the provision of Credit Support (except such Event
of   Default  arising  solely  from  the  Cross  Charter  Default
thereunder)   or  (ii)  R&B  Falcon  Drilling  (International   &
Deepwater)  Inc.,  where  a Charter Supplement  No.  1  Event  of
Default  exists   (but  not a Charter Supplement  No.2  Event  of
Default, other than a Cross Charter Default thereunder) or  would
exist but for the exercise of the Assumption Cure Right, the Non-
Assumption Cure Right or the provision of Credit Support  (except
such Event of Default arising solely from a Cross Charter Default
thereunder).

     "Deferred  Construction  Costs"  means  (i)  any  costs   of
mobilization of the Drillship to the port designated pursuant  to
the  Drilling Contracts and the Rig Sharing Agreement  reasonably
likely  to  be  incurred  following the Closing  Date,  (ii)  any
remaining  Construction Costs reasonably likely  to  be  incurred
following  the Closing Date, and (iii) the reimbursement  of  any
Transaction  Expenses reasonably likely to be paid  by  Deepwater
out of its own funds after the Closing Date.

     "Deferred  Construction Costs Disbursement Certificate"  has
the  meaning  specified  in  Section  3.1(b)  of  the  Depository
Agreement.

     "Deferred  Construction  Costs  Reserve  Account"  has   the
meaning specified in Section 3.1(a) of the Depository Agreement.

     "Delivery Date" means the Closing Date.

     "Deposited Amounts" has the meaning specified in Section 2.1
of the Depository Agreement.

     "Depository"  means  Wilmington Trust  Company,  a  Delaware
banking  corporation, as securities intermediary  and  depository
under the Depository Agreement.

     "Depository Agreement" means the Depository Agreement, dated
as of the Closing Date, among Deepwater, the Charter Trustee, the
Investment Trust and the Depository.

     "Disbursement  Certificate" means  a  Deferred  Construction
Costs  Disbursement  Certificate, a  Prepayment  Certificate,  an
Event   of   Loss  Certificate,  a  Reimbursement  and   Proceeds
Certificate,  a  Payment Date Certificate,  a  Permitted  Contest
Reserve   Certificate,  a  Trustee  Default  Notice,  a   Hedging
Agreement Default Notice, a Drillship Sales Proceeds Certificate,
a Termination Proceeds Certificate, a Letter of Credit Collateral
Certificate or a Permitted Contest Reserve Certificate.

     "Disbursement  Information" has  the  meaning  specified  in
Section 4.3 of the Depository Agreement.

     "Documentation   Agent"   means   BA   Leasing   &   Capital
Corporation, a California corporation.

     "Dollars", "US$" and "$" means dollars in lawful currency of
the United States.

     "Drawing  Condition"  has the meaning  ascribed  thereto  in
Section 6.9 of the Participation Agreement.

     "Drilling  Consent"  means  the Acknowledgment  and  Consent
Agreement, dated as of the Closing Date, by and among R&B  Falcon
Drilling  (International  & Deepwater) Inc.,  Frontier  Deepwater
Drilling  Inc., Deepwater, the Charter Trustee and the Investment
Trust,   substantially  in  the  form  of  Exhibit   I   to   the
Participation Agreement.

     "Drilling  Contract" means the Conoco Drilling  Contract  or
the R&B Falcon Drilling Contract.

     "Drilling  Contract  Guaranty"  means  the  Conoco  Drilling
Contract Guaranty or the R&B Falcon Drilling Contract Guaranty.

     "Drilling Party" means Frontier Deepwater Drilling  Inc.  or
R&B  Falcon  Drilling (International & Deepwater) Inc.  or,  when
used in the plural, both Frontier Deepwater Drilling Inc. and R&B
Falcon Drilling (International & Deepwater) Inc.

     "Drilling  Services Agreement Contractor" means  R&B  Falcon
Drilling Co.

     "Drillship" has the meaning specified in the recitals to the
Participation Agreement.

     "Drillship  Cost"  means the Certificate  Purchaser  Balance
immediately prior to the Initial Charter Hire Payment Date, which
in no event shall exceed the Maximum Drillship Cost.

     "Drillship  Sales  Proceeds" has the  meaning  specified  in
Section 3.6(a) of the Depository Agreement.

     "Drillship Sales Proceeds Account" has the meaning specified
in Section 3.6(a) of the Depository Agreement.

     "Drillship  Sales  Proceeds  Certificate"  has  the  meaning
specified in Section 3.6(b) of the Depository Agreement.

     "Effective Date" has the meaning specified in Section 3.1(a)
of the Participation Agreement.

     "Environmental  Claim" means any Claim  arising  out  of  or
attributable to any Environmental Event, or Hazardous Activity.

     "Environmental Event" means (i) any activity, occurrence  or
condition  that  violates or results in  noncompliance  with  any
Environmental  Law; (ii) any release of or potential  release  of
any  Hazardous  Substance or Oil from the  Drillship;  (iii)  any
incident  in which any Hazardous Substance or Oil is released  or
threatened to be released from a vessel other than the  Drillship
and  which  involves a collision between the Drillship  and  such
other  vessel  or  some incident of navigation or  operation,  in
either  case, in connection with which the Drillship is  actually
or  potentially  liable to be arrested and/or  the  Drillship  or
Deepwater and/or any operator or manager is at fault or allegedly
at  fault  or  otherwise  liable to any legal  or  administrative
action;  or  (iv)  any  other incident  in  which  any  Hazardous
Substance  or  Oil  is  released or  threatened  to  be  released
otherwise  than from the Drillship in connection with  which  the
Drillship is actually or potentially liable to be arrested and/or
where  Deepwater and/or any operator or manager of the  Drillship
is  at  fault  or allegedly at fault or otherwise liable  to  any
legal or administrative action.

     "Environmental  Law"  means  all  applicable  international,
foreign, federal, state and local laws, regulations, conventions,
treaties,    written   governmental   agreements   and    written
governmental   policies  that  are  legally  binding,   statutes,
ordinances,  codes, rules, directives, orders, decrees,  judicial
and administrative judgments and rules of common law, whether now
or  hereafter  in effect, that relate in any way to  Oil  or  any
Hazardous   Substance  in  connection  with  the  regulation   or
protection of human health, natural resources or the environment.

     "ERISA" means the Employee Retirement Income Security Act of
1974.

     "Event of Default" means a Charter Event of Default.

     "Event of Loss" means a Condemnation or the occurrence of an
event  that results or would result in the termination of  either
Drilling Contract pursuant to Section 2.2.2 thereof.

     "Event  of  Loss Certificate" has the meaning  specified  in
Section 3.2(b) of the Depository Agreement.

     "Event  of  Loss Proceeds Account" has the meaning specified
in Section 3.2(a) of the Depository Agreement.

     "Excess Certificate Return" means, for any Return Period, an
amount  equal to the excess of (i) an amount equal to the product
of  the  applicable Certificate Return Rate times the Certificate
Purchaser  Balance set forth on Schedule I to the Master  Charter
opposite the Charter Hire Payment Date under the heading "Charter
Balance"  over  (ii)  an  amount equal  to  the  product  of  the
applicable  Certificate Return Rate times the actual  Certificate
Purchaser  Balance (or portion thereof) allocable to such  Return
Period as of the first day of such Return Period.

     "Excluded Accounts" means (i) the Permitted Contest  Reserve
Account;  (ii)  the  Event of Loss Proceeds  Account,  (iii)  the
Reimbursement  and  Proceeds Account and (iv)  unless  a  Charter
Supplement No. 1 Event of Default has occurred and is continuing,
the  R&B  Falcon Subcharter Proceeds Account and  the  Letter  of
Credit Collateral Account.

     "Extension Notice" has the meaning specified in Section 20.2
of the Master Charter.

     "Extension Term" means any period which immediately  follows
the  end of the Base Charter Term with respect to which Deepwater
has  requested  an  extension of the  Charter  Term  pursuant  to
Section  20.2  of the Master Charter, and such request  has  been
granted pursuant to such Section 20.2.

     "Facility Fee" has the meaning specified in Section 2.14  of
the Participation Agreement.

     "Federal Funds Rate" means, for any day, the rate set  forth
in the weekly statistical release designated as H.15(519), or any
successor publication, published by the Federal Reserve  Bank  of
New  York  (including  any  such successor  AH.15(519)")  on  the
preceding  Business  Day  opposite  the  caption  "Federal  Funds
(Effective)";  or, if for any relevant day such rate  is  not  so
published on any such preceding Business Day, the rate  for  such
day  shall  be the arithmetic mean as determined by  the  Charter
Trustee  of  the  rates  for  the last transaction  in  overnight
Federal  Funds arranged prior to 9 a.m. (New York City  time)  on
that  day  by each of the three leading brokers of Federal  Funds
transactions in New York City selected by the Charter Trustee.

     "Force Majeure Event" means any excused or permissible delay
under  the  Construction Contract or the Drilling  Contracts,  if
fulfillment  has  been  delayed, hindered  or  prevented  by  any
circumstance   of  whatsoever  nature,  including  financial   or
economic conditions in general, hostilities, restraints of rulers
or   people,   revolution,   civil   commotion,   strike,   labor
disturbances, epidemic, accident, fire, lightning,  flood,  wind,
storm,   earthquake,  explosion,  blow-out,   crater,   blockade,
embargo,   lack  of  or  failure  of  transportation  facilities,
inability, despite Deepwater's best efforts, to arrange or secure
importation,  exportation or permits, or any  law,  proclamation,
regulation, ordinance, demand or requirement of any government or
any  government  agency having or claiming to  have  jurisdiction
over  the operations of or with respect to the Drillship  or  any
part  thereof or the construction or manufacture of the Drillship
or  any part thereof, or over Deepwater or the Builder or any act
of  God,  or  any other act of government, act or omission  of  a
supplier or a construction contractor.

      "Frontier Deepwater Drilling Inc." means Frontier Deepwater
Drilling Inc., a Delaware corporation.

      "Frontier Portion" means with respect to any Return Period,
a  fraction,  the  numerator of which is  the  number  of  hours,
rounded to the nearest half hour, the Drillship has been utilized
under  the  Conoco Drilling Contract during the  relevant  Return
Period  and the denominator of which is the product of the actual
number of days in such Return Period and 24 hours.

     "GAAP"  means  United  States generally accepted  accounting
principles    (including   principles   of   consolidation    and
characterization),  in  effect from time  to  time,  consistently
applied.

     "General   Indemnity"  means  the  indemnity   provided   by
Deepwater to various parties pursuant to Section 10.1 (subject to
Section 10.2) of the Participation Agreement.

     "General  Tax  Indemnity" means the  indemnity  provided  by
Deepwater  to  various parties pursuant to Section  10.4  of  the
Participation Agreement.

     "Government   Action"  means  all  permits,  authorizations,
registrations,   consents,   approvals,   waivers,    exceptions,
variances,  orders,  judgments,  decrees,  licenses,  exemptions,
publications, filings, notices to and declarations of or with, or
required  by,  any  Government  Authority,  or  required  by  any
Applicable  Law,  and  shall  include,  without  limitation,  all
environmental  and  operating  permits  and  licenses  that   are
required for the full use and operation of the Drillship (or  any
part thereof).

     "Government  Authority" means any nation or government,  any
state,   county,   province,  municipality  or  other   political
subdivision   thereof   and  any  entity  exercising   executive,
legislative, judicial, regulatory or administrative functions  of
or pertaining to government.

     "Guaranty"   by   any  Person,  means  any   obligation   or
arrangement, contingent or otherwise, of such Person directly  or
indirectly guaranteeing or otherwise becoming contingently liable
upon  any  Indebtedness or other obligation of any  other  Person
and,  without  limiting  the generality  of  the  foregoing,  any
obligation, direct or indirect, contingent or otherwise, of  such
Person (i) to secure, purchase or pay (or advance or supply funds
for  the  purchase  or  payment of) such  Indebtedness  or  other
obligation  of such other Person (whether arising  by  virtue  of
partnership arrangements, by agreement to keep-well, to  purchase
assets,  goods,  securities or services,  to  provide  collateral
security,  to  take-or-pay,  or to maintain  financial  statement
conditions  or  otherwise) or (ii) to the  extent  that  such  an
arrangement  would  be  considered to be a guaranty  under  GAAP,
entered into for the purpose of assuring in any other manner  the
obligee  of such Indebtedness or other obligation of the  payment
thereof  or  to  protect  such obligee against  loss  in  respect
thereof  (in whole or in part); provided, that the term  Guaranty
shall  not include endorsements for collection or deposit in  the
ordinary course of business.  The term "Guaranty" used as a  verb
has a corresponding meaning.

     "Guarantor's Percentage" means

     (i) with respect to Conoco, (a) its Applicable Percentage of
     the  Certificate  Purchaser Balance  minus  the  Certificate
     Purchaser  Amounts purchased by Conoco pursuant  to  Section
     9.4  of  the Participation Agreement divided by (b) 100%  of
     the  Certificate Purchaser Balance; provided, however,  that
     in  no  event shall the percentage calculated by this clause
     (i) be less than 0%; and

     (ii)    with   respect  to  R&B  Falcon,(a)  its  Applicable
     Percentage  of the Certificate Purchaser Balance  minus  the
     Certificate  Purchaser  Amounts  purchased  by  R&B   Falcon
     pursuant  to  Section  9.4  of the  Participation  Agreement
     divided  by  (b) 100% of the Certificate Purchaser  Balance;
     provided,  however,  that in no event shall  the  percentage
     calculated by this clause (ii) be less than 0%.

     "Hazardous Activity" means any activity, process,  procedure
or   undertaking  that  directly  or  indirectly  (i)   produces,
generates  or  creates any Hazardous Substance;  (ii)  causes  or
results  in  (or threatens to cause or result in) the Release  of
any  Hazardous  Substance  into the environment  (including  air,
surface  water,  groundwater,  drinking  water,  land  (including
surface or subsurface) and plant, aquatic and animal life); (iii)
involves  the containment or storage of any Hazardous  Substance;
or  (iv) would be regulated as hazardous waste treatment, storage
or disposal within the meaning of any Environmental Law.

     "Hazardous  Substance"  means any  of  the  following:   (i)
explosives,   radioactive  materials,  asbestos,  polychlorinated
biphenyls,  lead and radon gas; or (ii) any substance,  material,
product, derivative, compound, mixture, mineral, chemical, waste,
gas,  medical waste, or pollutant, in each case whether naturally
occurring, human-made or the by-product of any process,  that  is
considered  under any applicable Environmental Law to  be  toxic,
corrosive, flammable, carcinogenic, mutagenic or hazardous to the
environment  or human health; provided, however,  that  the  term
"Hazardous Substance" specifically does not include Oil.

     "Head  Lease" means the lease agreement (if any) under which
the Charter Trustee leases the Drillship from the Head Lessor  in
accordance with Section 4.2 of the Participation Agreement.

     "Head   Lease  Defeasance  Arrangements"  has  the   meaning
specified in Section 4.2 of the Participation Agreement.

     "Head  Lease Documents" means the Head Lease, the Head Lease
Loan, the Head Lease Defeasance Agreement and any other documents
entered into in connection with the Head Lease Transaction.

     "Head  Lease Loan" has the meaning specified in Section  4.2
of the Participation Agreement.

     "Head  Lease  Transaction"  has  the  meaning  specified  in
Section 4.2 of the Participation Agreement.

     "Head Lessor" means the lessor under the Head Lease.

     "Hedging  Agreements" has the meaning specified  in  Section
6.5 of the Participation Agreement.

     "Hedging  Agreement  Counterparty"  means  the  counterparty
under any Hedging Agreement.

     "Hedging Agreement Default Notice" has the meaning specified
in Section 4.2 of the Depository Agreement.

     "Hedging Agreement Obligations" means all of the obligations
(monetary or otherwise) of the Charter Trustee arising  under  or
in connection with the Hedging Agreements.

     "Illegality Event" has the meaning specified in Section  7.1
of the Participation Agreement.

     "Indebtedness"  of  any Person means at  any  date,  without
duplication,  (i)  all obligations of such  Person  for  borrowed
money;  (ii) all obligations of such Person evidenced  by  bonds,
debentures, notes or similar instruments; (iii) whether or not so
included  as liabilities in accordance with GAAP, all obligations
of  such Person to pay the deferred purchase price of property or
services,  except trade accounts payable arising in the  ordinary
course  of  business;  (iv) all obligations  of  such  Person  to
reimburse any bank or other Person in respect of amounts  payable
under  a banker's acceptance; (v) all obligations of such Person,
contingent  or  otherwise, relative to the  face  amount  of  all
letters  of  credit, whether or not drawn; (vi) all  indebtedness
(including   indebtedness  arising  under  title   retention   or
conditional sales agreements) secured by a Lien on any  asset  of
any  Person, whether or not such indebtedness is assumed by  such
Person or is of limited recourse (provided, that, for purposes of
this  clause  (vi), non-recourse indebtedness in  excess  of  the
value  of  the  asset  securing such indebtedness  shall  not  be
counted);  (vii) all obligations of such Person as  lessee  under
leases  which  have been or should be, in accordance  with  GAAP,
recorded   as  capital  or  operating  leases;  and  (viii)   all
indebtedness of others Guaranteed by such Person.

     "Indemnified  Party"  has the meaning specified  in  Section
10.1 of the Participation Agreement.

     "Independent Marine Surveyor" means Merrill Marine Services,
Inc.

     "Initial  Certificate Margin Adjustment Date" means  October
1, 2001.

     "Initial  Charter Hire Payment Date" means the last Business
Day of the first full calendar month following the Closing Date.

     "Institutional  Investor"  means  any  Accredited  Investor,
excluding any individual or natural person.

     "Insurance Beneficiary" has the meaning specified in Section
14.2(d) of the Master Charter.

     "Insurance  Requirements" means all terms and conditions  of
any insurance policy either required by the Master Charter to  be
maintained by Deepwater or required by the Construction  Contract
to be maintained (or caused to be maintained) by the Builder, and
all  requirements  of  the issuer of any such  policy;  provided,
however,  that  if  Deepwater is entitled to self-insure  certain
risks  in  lieu  of maintaining the insurance coverages  required
under Article XIV of the Master Charter, "Insurance Requirements"
means  the  standard  terms of any insurance policies  (including
casualty  and  general  liability) and all requirements  commonly
prescribed by the issuers of such policies which otherwise  would
be  required  to be maintained by Deepwater absent the  permitted
self-insurance.

     "Interim  Class Certificate" means a certificate  issued  by
the  Classification Society evidencing the class of the Drillship
to be delivered by the Builder to Deepwater.

     "Inverse  R&B Usage Ratio" means the R&B Usage  Ratio  minus
one.

     "Investment   Balance"  means,  at  any  given   time,   the
Investment Portion of the Certificate Purchaser Balance.

     "Investment  Portion"  means, with respect  to  any  amount,
ninety seven percent (97%) of such amount.

     "Investment Trust" means Deepwater Investment Trust  1999-A,
a Delaware business trust.

     "Investment  Trust  Agreement" means  the  Investment  Trust
Agreement (Deepwater Investment Trust 1999-A) dated as of  August
23,  1999,  between  Wilmington Trust FSB, as  trustee,  and  the
Certificate Purchasers.

     "Investment  Trust  Amount"  means,  with  respect  to   the
Investment Trust, at any given time, the aggregate amount of  all
advances  made  by  the Investment Trust to the  Charter  Trustee
pursuant to Section 2.6 of the Participation Agreement minus  the
Investment  Portion of any distributions paid to the  Certificate
Purchasers  to  the  extent  that such distributions  reduce  the
Certificate Purchaser Balance.

     "Investment Trust Certificates" means the Conoco  Investment
Trust   Certificates   and  the  R&B  Falcon   Investment   Trust
Certificates.

     "Investment Trustee" means Wilmington Trust FSB,  a  Federal
savings bank, not in its individual capacity, except as otherwise
expressly  provided, but solely as trustee under  the  Investment
Trust Agreement.

     "Letter  of Credit" means an irrevocable standby  letter  of
credit  issued  by  a Qualified Bank substantially  in  form  and
substance as attached to the Participation Agreement as Exhibit X
and  which otherwise meets the requirements set forth in  Section
6.9 of the Participation Agreement.

     "Letter  of  Credit  Collateral  Account"  has  the  meaning
specified in Section 3.16(a) of the Depository Agreement.

     "Letter  of  Credit Collateral Certificate" has the  meaning
specified in Section 3.16(b) of the Depository Agreement.

     "LIBOR"  means,  for any Return Period, the rate  per  annum
equal to the offered rate (rounded upwards, if necessary, to  the
next  higher  1/100th of 1%) which appears on the  Telerate  Page
3750,  British Bankers Association Interest Settlement Rates  (or
such  other system for the purpose of displaying rates of leading
reference banks in the London interbank market that replaces such
system) as of 11:00 a.m. (London time) for deposits in Dollars on
the  day  two  (2) Business Days prior to the first day  of  such
Return  Period in an amount approximately equal to the  principal
amount  of the Certificate Purchaser Amounts to which such Return
Period  is  to apply and for a period corresponding as nearly  as
possible  to such Return Period; provided, that, if no such  rate
appears  on  Telerate Page 3750 it shall be (i), so long  as  any
Hedging  Agreements are in effect, the "Floating Rate" as defined
in the Hedging Agreements or (ii) if no Hedging Agreements are in
effect, the rate of interest then offered to prime banks  in  the
London  interbank  Eurodollar  market  by  Bank  of  America  for
deposits in U.S. Dollars.

     "Lien"   means   any   mortgage,   pledge,   lien,   charge,
encumbrance,   lease,  sublease,  charter,   subcharter,   right,
security interest, rights in rem of any kind or claim of whatever
nature or description against any property or asset.

     "LLC  Agreement"  means  the  LLC  Agreement,  dated  as  of
April  30, 1997, between the Members, as amended on or  prior  to
the Closing Date.

     "Majority Certificate Purchasers" means, as of the  date  of
determination,   Certificate  Purchasers  that   hold,   in   the
aggregate, Certificates representing more than 50% of the sum  of
the  Certificate Purchaser Amounts of all Certificate Purchasers,
or,  if  no  such amounts are outstanding, Certificate Purchasers
having,  in the aggregate, obligations to make amounts  available
which  total  more than 50% of the total of such obligations  for
all   such   Certificate  Purchasers.   For  purposes   of   this
definition,   no   Purchasing  Party  shall   be   considered   a
"Certificate  Purchaser" and no interest of any Purchasing  Party
shall be considered to be "Certificate Purchaser Amounts."

     "Marketing Period" means the period commencing on  the  date
which is 180 days prior to the Scheduled Charter Expiration  Date
and ending on the Scheduled Charter Expiration Date.

     "Master Charter" means the bareboat Master Charter, dated as
of  the  Closing  Date, among Deepwater and the Charter  Trustee,
excluding  both  Charter Supplement No. 1 and Charter  Supplement
No. 2.

     "Material Adverse Effect" means, with respect to Conoco, R&B
Falcon or Deepwater, an event or events, condition or conditions,
circumstance  or  circumstances  which  individually  or  in  the
aggregate could be reasonably expected to:

          (i)     have a material adverse effect on the financial
     condition,  business, assets or operations  of  Conoco,  R&B
     Falcon or Deepwater;

          (ii)    have  a material adverse effect on Deepwater's,
     Conoco's  or R&B Falcon's ability to perform its  respective
     obligations under the Transaction Documents to which it is a
     party;

          (iii)   have  a material adverse effect on  the  title,
     priority or perfection of the Participants' interest in  the
     Drillship;

          (iv)    have a material adverse effect on the validity,
     legality or enforceability of any material provision of  any
     Transaction Document or on the rights or remedies of any  of
     the Participants under the Transaction Documents;

          (v)     have  a  material adverse effect on the  value,
     utility or remaining useful life of the Drillship; or

          (vi)    result in criminal liability or material  civil
     liability  to any Indemnitee or forfeiture or  loss  of  the
     Drillship.

     "Material  Default"  means a Charter  Default  described  in
Section 4.1(a), (e) or (f) of either Charter Supplement No. 1  or
Charter Supplement No. 2.

     "Maximum    Certificate    Purchaser    Commitment"    means
$270,000,000.

     "Maximum  Drillship  Cost"  means  the  Maximum  Certificate
Purchaser Commitment.

     "Maximum Residual Guaranty Amount" means as of any date  the
sum of:

     (i)  the Certificate Purchaser Balance on such date (reduced
     by  any  payment of Charter Supplement Prepayment Amount  of
     Termination  Value  under Section 4.2(c) of  the  Depository
     Agreement), plus any accrued and unpaid Certificate  Return,
     minus the Charter Residual Risk Amount as of such date; and

     (ii)  all accrued and unpaid Supplemental Hire (not included
     in clause (i)).

     "Member" means each of RBF Deepwater Exploration II Inc. and
Conoco Development II Inc.

     "Minimum   Specifications"  means  each  of  the   following
criteria  with  respect to the Drillship:  (i)   upon  final  sea
trial, speed shall not be more than two (2) knots lower than  the
guaranteed  speed specified in Paragraph 2 of Article  I  of  the
Construction Contract; (ii) actual fuel consumption shall not  be
more  than  ten  percent (10%) in excess of the  guaranteed  fuel
consumption  specified  in  Paragraph  2  of  Article  I  of  the
Construction  Contract; (iii) the capacity of the "Extended  Well
Test"  tanks, including slop tanks, shall not be less than 14,310
cubic  meters; and (iv) the actual displacement of the  Drillship
shall not vary by more than 3,500 metric tons (whether higher  or
lower)   from  the  guaranteed  displacement  of  the   Drillship
specified  in  Paragraph  2  of Article  I  of  the  Construction
Contract.

     "Modifications" has the meaning specified in Section 11.1 of
the Master Charter.

     "Moody's" means Moody's Investors Service, Inc.

     "Net  Sales  Proceeds" has the meaning specified in  Section
20.3 of the Master Charter.

     "Non-Assumption  Cure  Right" has the meaning  specified  in
Section 16.5(a) of the Master Charter.

     "Non-Defaulting Drilling Party" means (i) Frontier Deepwater
Drilling Inc., provided that no Charter Supplement No. 2 Event of
Default exists (except such Event of Default arising solely  from
the Cross Charter Default thereunder) or (ii) R&B Falcon Drilling
(International  &  Deepwater)  Inc.,  provided  that  no  Charter
Supplement  No. 1 Event of Default exists (except such  Event  of
Default   arising   solely  from  the   Cross   Charter   Default
thereunder).

     "Non-Recourse  Party"  means  any  Member,  its   respective
Affiliates  and its past, present or future officers,  directors,
employees, shareholders, agents or representatives.

     "OFE"   means  owner-furnished  equipment,  which   is   the
equipment  to  be  furnished by the Buyer under the  Construction
Contract,  such  equipment  being  more  specifically  listed  in
Schedule 6 to the Participation Agreement.

     "Officer's  Certificate" means a certificate signed  by  any
individual  holding  the  office of  vice  president,  treasurer,
assistant treasurer or higher, which certificate shall certify as
true  and correct the subject matter being certified to  in  such
certificate.

     "Oil"  means  oil of any kind or in any form, including  but
not  limited to petroleum, fuel oil, sludge, oil refuse, and  oil
mixed  with  wastes other than dredged spoil, but  not  including
petroleum (including crude oil or any fraction thereof) which  is
specifically listed or designated as a hazardous substance  under
subparagraphs (A) through (F) of Section 101(14) of CERCLA.

     "Operating  Account"  has the meaning specified  in  Section
3.4(a) of the Depository Agreement.

     "Operation  and  Maintenance  Expenses"  means  all  amounts
necessary  for  Deepwater  to  man, victual,  navigate,  operate,
supply,  fuel, repair, maintain the Drillship in accordance  with
the  requirements of the Drilling Contracts and the  Charter  and
shall  include,  without limitation, payments  under  Deepwater's
contracts  for  marine  and drilling services,  payments  to  any
Permitted Service Provider, premiums on insurance policies, fees,
costs  and  expenses  in  connection with any  Deepwater  Hedging
Agreements  or Hedging Agreements (excluding amounts  payable  in
connection  with an early termination), property and other  taxes
(other  than income taxes), costs of fuel and fuel supply,  waste
disposal, expenses for repairs and maintenance required in  order
to  maintain  the  Drillship  in  accordance  with  the  Drilling
Contracts and in accordance with the Charter (including  expenses
for  inspections and drydocking maintenance), the  costs  of  all
Modifications  required or permitted under the  Charter  and  all
shore-based support expenses and warehouse costs attributable  to
any  of  the  foregoing; provided, however,  that  Operation  and
Maintenance  Expenses  shall not include any  amounts  for  which
Deepwater is entitled to a Reimbursement.

     "Optional  Modifications"  has  the  meaning  specified   in
Section 11.1 of the Master Charter.

     "Other  Supplement" (i) when used in Charter Supplement  No.
1,  means  Charter Supplement No. 2 or (ii) when used in  Charter
Supplement No. 2, means Charter Supplement No. 1.

     "Overdue  Rate" means the Certificate Return Rate  plus  two
percent (2%) per annum.

     "Parent"  means, with respect to any Person,  a  corporation
that is the direct or indirect beneficial owner of more than  50%
of  the  outstanding  Voting Stock of such Person  and  that  has
reporting obligations under Section 13 of the Securities Exchange
Act of 1934, as amended.

     "Partial  Condemnation" means the condemnation,  requisition
for  use, confiscation, arrest, seizure or other taking of  title
or  leasehold interest to the Drillship or any transfer  made  in
lieu  of any such actual or threatened action or proceeding which
does not constitute a Condemnation.

     "Participants"   means  the  Certificate   Purchasers,   the
Trustees and the Investment Trust, collectively.

     "Participation Agreement" means the Participation Agreement,
dated  as  of August 31, 1999 among Deepwater, the Trustees,  the
Investment   Trust,  the  Documentation  Agent,  the  Certificate
Purchasers, solely with respect to Sections 2.15, 6.9, 9.4(a) and
12.13(b) thereof, R&B Falcon and Conoco, and solely with  respect
to  Sections 5.2 and 6.4, RBF Deepwater Exploration II  Inc.  and
Conoco Development II Inc.

     "Payment Date" means the Initial Charter Hire Payment  Date,
the  last Business Day of each calendar month thereafter and  the
last day of the Charter Term.

     "Payment  Date  Certificate" has the  meaning  specified  in
Section 3.4(b) of the Depository Agreement.

     "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

     "Permitted Charterer" means any Person that is or should  be
consolidated  with  Conoco or R&B Falcon for financial  reporting
purposes in accordance with GAAP.

     "Permitted  Contest"  means  a test,  challenge,  appeal  or
proceeding for review of any Applicable Law, so long as (x)  such
test,   challenge,  appeal  or  proceeding  shall  be  prosecuted
diligently and in good faith in appropriate proceedings  and  (y)
such test, challenge, appeal or proceeding and any non-compliance
with Applicable Law during the pendency thereof does not (i) pose
any  significant risk of foreclosure, forfeiture or loss  of  the
Drillship  or  any material part thereof, (ii) pose any  material
risk  of a loss of priority of the Lien of the Ship Mortgage  (or
any  other Lien on the Drillship) or any other Collateral,  (iii)
pose  any material risk of any criminal liability or any material
civil  liability being imposed on either Trustee, the  Investment
Trust, the Agent or any Certificate Purchaser, (iv) interfere  in
any material manner with the use or operation of the Drillship or
(v)  pose  any material risk of interference with the payment  of
Charter Hire.

     "Permitted   Contest  Reserve  Account"  has   the   meaning
specified in Section 3.5(a) of the Depository Agreement.

     "Permitted Contest Reserve Amount" means, as of the date  of
calculation,  an amount equal to Deepwater's reasonable  estimate
of  its  potential  or actual liability or additional  costs  and
expenses that it will be required to incur but only to the extent
that  (a)  such  liability or costs and expenses exceed  $500,000
with  respect  to  a single Permitted Contest or $2,000,000  with
respect to all pending Permitted Contests and (b) such Claims are
not  covered  by insurance policies required to be maintained  by
Deepwater  under  the Master Charter which  are  then  in  effect
(except  that  all Claims as to which the insurer  has  issued  a
denial  of  coverage or as to which it has reserved  its  rights,
shall  be  deemed not to be covered by insurance for the purposes
of this clause (b)).

     "Permitted  Contest  Reserve Certificate"  has  the  meaning
specified in Section 3.5(b) of the Depository Agreement.

     "Permitted  Indebtedness" means (i) Subordinated Debt,  (ii)
Indebtedness  arising under the Transaction Documents  and  (iii)
any other Indebtedness owed to any Person other than a Member  or
Affiliate  of  a  Member in an aggregate  amount  not  to  exceed
$500,000 (provided that, (x) if such Indebtedness is in the  form
of  a  loan, such limit shall be calculated by reference  to  the
principal  of such loan and (y) if such Indebtedness  is  in  the
form  of a lease, such limit shall be calculated by reference  to
the  present value as of the date of determination of  all  lease
payments  discounted at the then applicable  Federal  Funds  Rate
plus sixty (60) basis points).

     "Permitted Investments" has the meaning specified in Section
5.1 of the Depository Agreement.

     "Permitted  Liens"  means  (i)  the  respective  rights  and
interests  of  the  Participants,  as  provided  in  any  of  the
Transaction   Documents;  (ii)  any   Lien   as   permitted   and
contemplated by the Transaction Documents; (iii) Liens for  Taxes
either  not  yet due or being contested pursuant to  a  Permitted
Contest  (iv)  Liens  of suppliers, mechanics,  crew,  repairers,
employees,  or operators of port authorities, Liens for  salvage,
general  or  particular average, or other similar Liens  securing
the payment of the price of goods or services rendered arising in
the  ordinary course of business and for amounts the  payment  of
which  is  either  not  yet delinquent  or  is  being  diligently
contested pursuant to a Permitted Contest; (v) Liens arising  out
of  judgments or awards which are being appealed in good faith or
with respect to which at the time there shall have been secured a
stay  of  execution; (vi) salvage and similar rights of  insurers
under  policies  of  insurance maintained  with  respect  to  the
Drillship;  (vii)  Liens securing Permitted Indebtedness;  (viii)
any  other  Lien  with respect to which a bond or other  security
shall  have  been  provided  either  (x)  through  a  normal  and
customary  letter  of undertaking issued by  the  protection  and
indemnity  club providing the coverage maintained  under  Section
14.1(f)  of the Master Charter or (y) by a surety and in a  form,
both   of  which  are  acceptable  to  the  Required  Certificate
Purchasers  in their sole discretion; (ix) Trust Liens;  and  (x)
Certificate Purchaser Liens.

     "Permitted  Service Provider" has the meaning  specified  in
Section 7(b) of the Drilling Consent.

     "Person"  means  any  individual, corporation,  partnership,
joint  venture,  limited liability company,  association,  joint-
stock  company,  trust,  unincorporated organization,  Government
Authority or any other entity.

     "Placement Agent" means Bank of America National  Trust  and
Savings Association.

     "Plan"  means  at any time an employee pension benefit  plan
which  is covered by Title IV of ERISA or subject to the  minimum
funding standards under Section 412 of the Code.

     "Plans  and  Specifications"  means,  with  respect  to  the
Drillship, the plans and specifications, as amended, pursuant  to
which  the  Drillship is to be constructed under the Construction
Contract.

     "Postponed Advance" has the meaning specified in Section 2.8
of the Participation Agreement.

     "Postponed  Advance  Date"  has  the  meaning  specified  in
Section 2.8 of the Participation Agreement.

     "Postponement  Yield" has the meaning specified  in  Section
2.8 of the Participation Agreement.

     "Prepayment  Certificate" means the  Prepayment  Certificate
described in Section 3.1 of the Depository Agreement.

     "Prepayment  Notice"  has the meaning specified  in  Section
9.4(a) of the Participation Agreement.

      "Prepayment  Change of Control Trigger  Event"   means  the
occurrence of a Change of Control of either Conoco or R&B  Falcon
unless (a) the rating of such person is not less than (i) in  the
case of Conoco, Baa2 from Moody's and BBB from S&P or (ii) in the
case of R&B Falcon, is not less than Ba2 from Moody's and BB from
S&P  or  (b)  in  the event that such person is  merged  into  or
acquired by an Acquiror (i) in the case of an Acquiror of Conoco,
such Acquiror has a rating of not less than Baa2 from Moody's and
not  less than BBB from S&P (ii) in the case an Acquiror  of  R&B
Falcon,  such  Acquiror has a rating of not less  than  Ba2  from
Moody's  and BB from S&P, provided that the Acquiror assumes  the
obligations   of  the  acquired  company  under  the  Transaction
Documents  pursuant to an assumption agreement  and  delivers  an
opinion of counsel in connection therewith, each in substantially
the  form  of  those attached to the Participation  Agreement  as
Exhibit  K,  or  (c)  Conoco or R&B Falcon, as  applicable,  will
provide to the Required Certificate Purchasers simultaneous  with
a  Change  of  Control credit support acceptable to the  Required
Certificate  Purchasers for any obligations of such person  under
the Transaction Documents reasonably equivalent to that in effect
immediately prior to the Change of Control.

     "Pricing   Change  of  Control  Trigger  Event"  means   the
occurrence  of  a Change of Control with respect  to  R&B  Falcon
unless  (a)  R&B Falcon has a rating of not less than  Baa3  from
Moody's and BBB- from S&P, or (b) in the event that R&B Falcon is
merged  into  or  acquired by an Acquiror, such  Acquiror  has  a
rating  of  not  less than Baa3 from Moody's and BBB-  from  S&P,
provided that the Acquiror assumes R&B Falcon's obligations under
the Transaction Documents pursuant to an assumption agreement and
delivers an opinion of counsel in connection therewith,  each  in
substantially  the  form of those attached to  the  Participation
Agreement  as  Exhibit K, or (c) R&B Falcon will provide  to  the
Required  Certificate Purchasers simultaneous with  a  Change  of
Control  credit  support meeting the criteria acceptable  to  the
Required Certificate Purchasers for any of its obligations  under
the Transaction Documents reasonably equivalent to that in effect
immediately prior to the Change of Control.

     "Protocol of Delivery and Acceptance" shall have the meaning
as set forth in Section 4.1(a)(i) of the Participation Agreement.

     "Provisional Patente" shall have the meaning as set forth in
Section 4.1(a)(iii) of the Participation Agreement.

     "Purchase Notice" has the meaning specified in Section  20.1
of the Master Charter.

     "Purchase Option" has the meaning specified in Section  20.1
of the Master Charter.

     "Purchase Option Price" has the meaning specified in Section
20.1 of the Master Charter.

     "Purchased  Interest"  means  (i)  where  R&B  Falcon  is  a
Purchasing  Party, the Certificate Purchaser Amounts relating  to
the  R&B Falcon Certificates purchased by R&B Falcon pursuant  to
Section  9.4 of the Participation Agreement or (ii) where  Conoco
is a Purchasing Party, the Certificate Purchaser Amounts relating
to  the  Conoco  Certificates purchased  by  Conoco  pursuant  to
Section 9.4 of the Participation Agreement .

     "Purchasing  Party" means (i) Conoco or R&B Falcon,  if  and
only  if  such Person has suffered a Prepayment Change of Control
Trigger  Event  and has or is required to purchase any  Purchased
Interest  under Section 9.4(a) of the Participation Agreement  or
(ii)  Deepwater or any Affiliate of any of the foregoing  to  the
extent  such  Person obtains an interest, directly or indirectly,
in a Purchased Interest.

     "Purchasing  Party  Amount" means, at any  given  time  with
respect to any Purchasing Party, its Purchased Interest minus the
amount  of  any  distributions paid to such Purchasing  Party  in
reduction  of its allocated portion of the Certificate  Purchaser
Amounts or the Certificate Purchaser Balance.

     "Qualified Bank" means a bank or other financial institution
with  a long term unsecured debt rating of not less than AA- from
S&P and Aa3 from Moody's.

     "Qualifying Letter of Credit" means a letter of credit in  a
stated amount of not less than sixty percent (60%) of the Maximum
Residual  Guaranty  Amount, issued by a bank or  other  financial
institution with a long-term unsecured credit rating of not  less
than  A and A2 from S&P and Moody's, respectively; provided, that
if  such issuer is downgraded below such rating of A or A2,  such
letter of credit shall be replaced with a letter of credit issued
by  a  bank  or  other financial institution having  such  rating
within 30 days of the notice from S&P or Moody's to the issuer of
such letter of credit R&B Falcon or Deepwater of such downgrade.

     "R&B  Falcon"  means  R&B  Falcon  Corporation,  a  Delaware
corporation.

     "R&B  Falcon  Certificates" means the R&B  Falcon  Series  A
Trust   Certificates   and  the  R&B  Falcon   Investment   Trust
Certificates.

     "R&B Falcon Charter" means the charter created by the Master
Charter, as supplemented by Charter Supplement No. 1.

     "R&B   Falcon   Drilling  Contract"  means  that   Deepwater
Drillship  Contract, dated as of April 30, 1997, as  amended  and
restated, between R&B Falcon Drilling (International & Deepwater)
Inc. and Deepwater

     "R&B Falcon Drilling Contract Guaranty" means that Deepwater
Drillship  Project, R&B Falcon Guaranty, dated as of  August  31,
1999 given by R&B Falcon in favor of Deepwater.

     "R&B Falcon Drilling (International & Deepwater) Inc." means
R&B  Falcon Drilling (International & Deepwater) Inc., a Delaware
corporation.

     "R&B  Falcon  Drilling  Party"  means  R&B  Falcon  Drilling
(International & Deepwater) Inc.

     "R&B  Falcon Guaranty" means the R&B Falcon Guaranty,  dated
as  of  the  Closing Date, given by R&B Falcon in  favor  of  the
Trustees,  the  Investment Trust, the Agent and  the  Certificate
Purchasers and the other beneficiaries named therein.

     "R&B   Falcon  Investment  Trust  Certificate"  means   each
certificate issued to a Certificate Purchaser from the Investment
Trust  pursuant to Section 2.1(d) of the Participation  Agreement
and in accordance with the Investment Trust Agreement to evidence
60% of the Investment Portion of the Certificate Purchaser Amount
of each such Certificate Purchaser.

     "R&B   Falcon  Series  A  Trust  Certificate"   means   each
certificate issued to a Beneficial Owner from the Charter Trustee
pursuant to Section 2.1(b) of the Participation Agreement and  in
accordance with the Charter Trust Agreement to evidence  the  60%
of  the  Series A Portion of the Certificate Purchaser Amount  of
each such Beneficial Owner.

     "R&B  Falcon  Subcharter Proceeds Account"  shall  have  the
meaning specified in Section 3.15(a) of the Depository Agreement.

      "R&B  Portion" means, with respect to any Return Period,  a
fraction, the numerator of which is the number of hours,  rounded
to  the nearest half hour, the Drillship has been utilized  under
the  R&B  Falcon  Drilling Contract during  the  relevant  Return
Period  and the denominator of which is the product of the actual
number of days in such Return Period and 24 hours.

     "R&B Usage" means the number of days, rounded to the nearest
full  day,  the Drillship has been utilized under the R&B  Falcon
Drilling Contract.

     "R&B  Usage  Ratio"  means, from time to  time,  a  fraction
(expressed as a percentage) the numerator of which is the maximum
number of days during which R&B Falcon Drilling (International  &
Deepwater)  Inc. is obligated, pursuant to the terms of  the  Rig
Sharing  Agreement, to use the Drillship commencing on  the  most
recent  Adjustment  Date  preceding the  date  the  rate  of  the
Certificate  Margin  is  to  be  determined  and  ending  on  the
scheduled  termination of the Drilling Contracts divided  by  the
total  number  of  days remaining during such  period  under  the
Drilling Contracts.

     "Reasonable  Basis"  means  a reasonable  basis  within  the
meaning  of  Section 6662(d)(2)(B)(ii)(II) of  the  Code  or  any
regulations thereunder.

     "Reimbursement  and  Proceeds  Account"  has   the   meaning
specified in Section 3.3(a) of the Depository Agreement.

     "Reimbursement  and Proceeds Certificate"  has  the  meaning
specified in Section 3.3(b) of the Depository Agreement.

     "Reimbursements" has the meaning specified in Section 3.3(a)
of the Depository Agreement.

     "Related  Indemnified  Party" means  the  Affiliates  of  an
Indemnified Party, the officers, directors, employees and  agents
of  the Indemnified Party and its Affiliates and, in the case  of
the Certificate Purchasers and their Related Indemnified Parties,
the  Charter Trustee and, in the case of the Charter Trustee  and
the  Investment  Trust,  the  Certificate  Purchasers  and  their
Related Indemnified Parties.

     "Related Party" means (i) with respect to Charter Supplement
No.  1  and  the  charter created thereby,  R&B  Falcon  and  its
Affiliates (other than Deepwater) or (ii) with respect to Charter
Supplement No. 2 and the charter created thereby, Conoco and  its
Affiliates (other than Deepwater).

     "Release"  means  any release, pumping,  pouring,  emptying,
injecting,  escaping,  leaching, dumping, seepage,  spill,  leak,
flow,  discharge,  disposal or emission of  Oil  or  a  Hazardous
Substance.

     "Replacement   Certificate  Purchaser"   has   the   meaning
specified in Section 4.2 of the Participation Agreement.

     "Replacement  Certificate  Purchaser  Conditions"  has   the
meaning specified in Section 4.2 of the Participation Agreement.

     "Required Certificate Purchasers" means, as of the  date  of
determination,   Certificate  Purchasers  that   hold,   in   the
aggregate, Certificates representing more than 2/3 of the sum  of
the  Certificate Purchaser Amounts of all Certificate Purchasers,
or,  if  no  such amounts are outstanding, Certificate Purchasers
having,  in the aggregate, obligations to make amounts  available
which  total  more than 2/3 of the total of such obligations  for
all   such   Certificate  Purchasers.   For  purposes   of   this
definition,   no   Purchasing  Party  shall   be   considered   a
"Certificate  Purchaser" and no interest of any Purchasing  Party
shall be considered to be "Certificate Purchaser Amounts."

     "Required  Modifications"  has  the  meaning  specified   in
Section 11.1 of the Master Charter.

     "Residual  Guaranty  Amount" means, (i)  upon  sale  of  the
Charter   Trustee's  interest  in  the  Drillship   pursuant   to
Deepwater's exercise of its Return Option, the sum of:

     (A)  the Certificate Purchaser Balance on such date (reduced
     by  any  payment of Charter Supplement Prepayment Amount  of
     Termination  Value  under Section 4.2(c) of  the  Depository
     Agreement), plus any accrued and unpaid Certificate  Return,
     minus the Net Sales Proceeds; and

     (B) all accrued and unpaid Supplemental Hire;

provided,  however, that in no event shall the amount  calculated
in  this  clause (i) exceed the Maximum Residual Guaranty Amount;
or (ii) if the Charter Trustee's interest in the Drillship is not
sold  on  or  prior to the Scheduled Charter Expiration  Date  in
accordance  with Section 20.3 of the Master Charter, the  Maximum
Residual Guaranty Amount.

     "Responsible Officer" means, with respect to any matter  (i)
if  a  natural  Person, such Person; or (ii)  if  not  a  natural
Person, a senior financial or legal officer or such other officer
of such Person who in the normal course of his operational duties
would have knowledge of such matter.

     "Return Notice" has the meaning specified in Section 20.3 of
the Master Charter.

     "Return Option" has the meaning specified in Section 20.3 of
the Master Charter.

     "Return  Period" means with respect to any determination  of
Certificate Return (i) the period commencing on and including the
Advance Date and ending on but excluding the Initial Charter Hire
Payment Date, and (ii) thereafter with respect to the Certificate
Purchaser  Balance,  a period commencing on a  Payment  Date  and
ending  on  but  excluding  the  next  succeeding  Payment  Date;
provided, that the last Return Period shall end on the  last  day
of the Charter Term.

     "Revenues"  means  all amounts received  by  Deepwater  from
whatever   source,  including  all  revenues  from  the  Drilling
Contracts  but  excluding  (i) those  amounts  to  be  deposited,
pursuant   to   the  Depository  Agreement,  into  the   Deferred
Construction  Costs  Reserve  Account,  Event  of  Loss  Proceeds
Account,  Reimbursement and Proceeds Account,  Permitted  Contest
Reserve  Account,  Drillship  Sales  Proceeds  Account   or   the
Termination  Proceeds Account, (ii) those amounts which,  on  the
date  of  payment  or  receipt, may be  properly  distributed  to
Deepwater  (or  as  directed by Deepwater) under  the  Depository
Agreement,  (iii)  those amounts received by Deepwater  from  the
Members  as capital contributions and (iv) those amounts received
by Deepwater that constitute proceeds of Subordinated Debt.

     "Rig  Sharing  Agreement" means that Rig Sharing  Agreement,
dated as of April 30, 1997, among the Conoco Drilling Party,  the
R&B Falcon Drilling Party and Deepwater.

     "S&P"  means Standard & Poor's Ratings Group, a division  of
McGraw-Hill, Inc.

     "Scheduled  Charter  Expiration  Date"  means,   the   fifth
anniversary  of the Day Rate Commencement Date and, with  respect
to  any  Extension  Term, the scheduled expiration  of  the  such
Extension Term.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended,  together  with  the rules and  regulations  promulgated
thereunder.

     "Securities Intermediary" means Wilmington Trust Company,  a
Delaware  banking  corporation, as  securities  intermediary  and
depository under the Depository Agreement

     "Security Documents" means the collective reference  to  the
Ship   Mortgage,   the  Deepwater  Assignment,   the   Depository
Agreement, the Drilling Contract Guaranties, the Charter  Trustee
Assignment and all other security documents granting  a  Lien  on
any  asset  or  assets  of  any Person to  secure  the  Deepwater
Obligations,   the  Series  A  Obligations  or   the   Series   B
Obligations.

     "Series  A  Balance" means, as of the date of determination,
the Series A Portion of the Certificate Purchaser Balance.

     "Series  A  Obligations" means the obligations (monetary  or
otherwise)  owed by the Charter Trustee to the Beneficial  Owners
as evidenced by the Series A Trust Certificates.

     "Series A Portion A means, with respect to any amount, three
percent (3%) of such amount.

     "Series  A  Trust  Certificates" means the Conoco  Series  A
Trust   Certificates   and  the  R&B  Falcon   Series   A   Trust
Certificates.

     "Series B Obligations" means those obligations owed  by  the
Charter  Trustee  to  the Investment Trust as  evidenced  by  the
Series  B  Trust  Certificates.   Any  event  which  reduces  the
obligations  owed by Deepwater to the holders of  the  Investment
Trust  Certificates shall reduce the Series B Obligations to  the
same extent.

     "Series  B Trust Certificate" means each certificate  issued
to  the  Investment  Trust from the Charter Trustee  pursuant  to
Section  2.1(f) of the Participation Agreement and in  accordance
with  the  Trust  Agreements  to evidence  the  Investment  Trust
Amount.

     "Services  Agreements" means the Marine Services  Agreement,
dated  as  of  October  31, 1996, between  Deepwater  and  Conoco
Shipping  Company, and the Drilling Services Agreement, dated  as
of April 30, 1997, between Deepwater and R&B Falcon Drilling Co.

     "Settlement Date" has the meaning specified in Section  15.2
of the Master Charter.

     "Ship Mortgage" means (x) if the Head Lease Transactions are
not  consummated, a mortgage substantially in the form set  forth
in  Exhibit T to the Participation Agreement given by the Charter
Trustee  in  favor  of  the  Investment  Trust  and  the  Hedging
Agreement  Counterparties and (y) if the Head Lease  Transactions
are  consummated on or prior to the Delivery Date (or  after  the
Delivery   Date   if  reasonably  required  by  the   Certificate
Purchasers  to  protect  their interests  in  the  Drillship),  a
mortgage  securing the Deepwater Obligations given  by  the  Head
Lessor  in favor of the Charter Trustee and the Hedging Agreement
Counterparties  and providing for the assignment thereof  to  the
Investment  Trust  and  the Hedging Agreement  Counterparties  to
secure  the  Series  B  Obligations  and  the  Hedging  Agreement
Obligations, and otherwise substantially in the form set forth in
Exhibit  T  to  the  Participation  Agreement  (with  appropriate
modifications to reflect the Head Lessor as mortgagor).

     "Special  Purchase  Right"  has  the  meaning  specified  in
Section 16.4 of the Master Charter.

     "Subordinated Debt" means Indebtedness of Deepwater  to  its
Members  or  Affiliates  of its Members which  is  by  its  terms
expressly  subordinate to all payments of Charter Hire (including
Basic  Hire  and  all amounts due and owing by Deepwater  to  the
other parties under the Transaction Documents) (as more fully set
forth  on  Schedule  7  to the Participation  Agreement)  and  is
payable  only  out  of  funds available  for  distribution  under
clauses  "eighth" and "ninth" of Section 3.4(b) of the Depository
Agreement.

     "Subordinated  Notes"  means  promissory  notes   or   other
instruments evidencing Subordinated Debt.

     "Subordinated  Operating Expenses" means those  fees,  costs
and expenses payable to Affiliates of R&B Falcon and Conoco under
the Services Agreements.

     "Subsidiary"   means,  with  respect  to   a   Person,   any
corporation  or  other  entity  of  which  securities  or   other
ownership  interests  having ordinary voting  power  to  elect  a
majority  of  the board of directors or other persons  performing
similar functions are at the time directly or indirectly owned by
such Person.

     "Substitute Certificate Purchaser" is defined in Section 7.7
of the Participation Agreement.

     "Supplemental  Hire"  means  all  amounts,  liabilities  and
obligations  (other  than  Basic Hire) which  Deepwater  assumes,
agrees  or is otherwise obligated to pay to the Charter  Trustee,
the  Investment  Trust, any Certificate Purchaser  or  any  other
Person  under  the  Charter  or  any  of  the  other  Transaction
Documents,  including  breakage costs, indemnities,  damages  and
expenses.  "Supplemental Hire" shall include all fees, costs  and
expenses  and other amounts payable by Deepwater during the  Base
Charter  Term to the Charter Trustee under the Deepwater  Hedging
Agreements.

     "Swap Termination Amount" means an amount due and payable by
the  Charter  Trustee under Section 6(d) or (e)  of  the  Hedging
Agreements.

     "Tax"  or  "Taxes" means any and all license,  registration,
mortgage  or  security filing fee, stamp duties and documentation
fees  and  all taxes, assessments, levies, sales, use or transfer
tax, imposts, duties, charges, fees or withholdings of any nature
whatsoever,  together  with  all  penalties,  fines  or  interest
thereon or other additions thereto, imposed by any federal, state
or  local  government, political subdivision, or taxing authority
in  the United States, or by any governmental or taxing authority
of  or  in  a foreign country or possession or territory  or  any
international authority.

     "Tax  Claim"  means a claim for Taxes under the General  Tax
Indemnity.

     "Termination Proceeds" has the meaning specified in  Section
3.7(a) of the Depository Agreement.

     "Termination Proceeds Account" has the meaning specified  in
Section 3.7(a) of the Depository Agreement.

     "Termination Proceeds Certificate" has the meaning specified
in Section 3.7(b) of the Depository Agreement.

     "Termination  Value" means on any date, an amount  equal  to
the Certificate Purchaser Balance.

     "Transaction Documents" means:

          (i)    the Participation Agreement;
          (ii)   the Trust Agreements;
          (iii)  intentionally omitted;
          (iv)   intentionally omitted;
          (v)    the Deepwater Hedging Agreements, if any;
          (vi)   the Hedging Agreements, if any;
          (vii)  the Drilling Consent;
          (viii) the Charter;
          (ix)   the Protocol of Delivery and Acceptance;
          (x)    the Security Documents;
          (xi)   the Certificates;
          (xii)  the Conoco Guaranty; and
          (xiii) the R&B Falcon Guaranty.

     "Transaction Expenses" means:

          (i)    the  fees  and expenses of J&H Marsh & McLennan,
                 Inc., if any;
          (ii)   [intentionally omitted]
          (iii)  the fees and expenses of the Appraiser;
          (iv)   the  fees and expenses of Mayer, Brown &  Platt,
                 special   counsel,  Haight  Gardner  Holland   &
                 Knight,  maritime counsel, and Arias, Fabrega  &
                 Fabrega,  Panamanian counsel, to the Certificate
                 Purchasers  (subject,  in  each  case,  to   any
                 separate  agreements between  the  Documentation
                 Agent and Deepwater);
          (v)    the  fees  and  expenses of White  &  Case  LLP,
                 special lease counsel to Deepwater;
          (vi)   the  fees  and  expenses of the Placement  Agent
                 other than legal fees and expenses;
          (vii)  the  fees of the Documentation Agent other  than
                 legal fees and expenses;
          (viii) [Intentionally Omitted];
          (ix)   the fees and expenses of the Trustees;
          (x)    the  fees  and expenses of Delaware  counsel  to
                 the  Investment Trustee, the Charter Trustee and
                 the Depository;
          (xi)   certain  other  expenses incurred in  connection
                 with  the  negotiation  and  execution  of   the
                 Transaction   Documents  and  the   transactions
                 contemplated   thereby   (including   fees    or
                 expenses   incurred  in  connection   with   the
                 translation,  documentation  or  recordation  of
                 the Ship Mortgage);
          (xii)  the  fees and expenses of one local counsel,  if
                 any,   to   the   Certificate  Purchasers,   the
                 Trustees, the Investment Trust and the Agent  in
                 connection  with the review of  the  Head  Lease
                 Documents, if any; and
          (xiii) the  fees and expenses of the Independent Marine
                 Surveyor.

     "Transfer  Restrictions" means the restrictions on  transfer
of  interest  imposed on the Trustees and Certificate  Purchasers
pursuant to Section 9 of the Participation Agreement.

     "Trust Agreements" means the Charter Trust Agreement and the
Investment Trust Agreement.

     "Trust Estate" means the sum of $1.00 (receipt of which from
the  Certificate Purchasers is hereby acknowledged by the Charter
Trustee) and all estate, right, title and interest of the Charter
Trustee  and/or  the Investment Trust in, to and  under  (1)  the
Charter, (2) the Depository Agreement, (3) the Drillship and  (4)
each  other  Transaction Document to which  the  Charter  Trustee
and/or the Investment Trust is a party.

     "Trust  Liens" means Liens on or against any or all  of  the
Drillship,  the  Trust Estate, the Charter Trust, the  Investment
Trust,  the Charter or any payment of Charter Hire which  results
from  (a)  any  act  or omission of, or any  Claim  against,  the
Investment  Trust  or the Trustees in any case unrelated  to  the
transactions contemplated by the Transaction Documents (including
any  Liens  arising as a result of a voluntary  transfer  of  the
Drillship  or all or any portion of the Trust Estate  other  than
any voluntary transfer after a Charter Event of Default), (b) any
Tax  owed by any such Person, except for any Tax required  to  be
paid by Deepwater under the Transaction Documents, including  any
Tax  for  which Deepwater is obligated to indemnify  such  Person
under  the  General Tax Indemnity, or (c) any act or omission  of
such  Person  that  is  in  breach of any  of  the  covenants  or
agreements of the Transaction Documents.

     "Trustee  Default  Notice"  has  the  meaning  specified  in
Section 4.2 of the Depository Agreement.

     "Trustee's  Account"  has the meaning specified  in  Section
2.10 of the Participation Agreement.

     "Trustees"  means  the Charter Trustee  and  the  Investment
Trustee.

     "Uniform  Commercial  Code"  and  "UCC"  means  the  Uniform
Commercial Code as in effect in any applicable jurisdiction.

     "United  States" and "U.S." shall mean the United States  of
America.

     "Unsubordinated  Operating Expense Amount" means,  for  each
day  during  any  Return Period (or portion thereof)  during  the
Charter Term, $12,000 of Operation and Maintenance Expenses to be
adjusted  from  time to time as follows:  (i) commencing  in  the
year  2000  on  every  January  1 during  the  Charter  Term  the
"Unsubordinated  Operating  Expense  Amount"  shall  be  adjusted
upwards  or downwards by an amount determined in accordance  with
the  following  equation:   (a)  the  Consumer  Price  Index  for
December  31  of the most recently ended calendar year  shall  be
divided  by  the  Consumer Price Index for  December  31  of  the
calendar  year  immediately preceding  the  most  recently  ended
calendar   year  and  (b)  the  quotient  obtained  through   the
calculation  set forth in clause (a) (expressed as a  percentage)
shall  be  multiplied  by the "Unsubordinated  Operating  Expense
Amount"  (taking  into  account all prior  adjustments)  for  the
immediately  preceding calendar year; and  (ii)  for  any  period
during  which  the Day Rate is reduced pursuant to  the  Drilling
Contract  during  the Charter Term, the Unsubordinated  Operating
Expense   Amount  shall  be  adjusted  downwards  by  an   amount
determined  in accordance with the following equation:   (x)  the
Day Rate after such reduction divided by the Day Rate before such
reduction  and  (y)  the  quotient (expressed  as  a  percentage)
determined   in   clause   (x)  shall  be   multiplied   by   the
Unsubordinated Operating Expense Amount (taking into account  all
prior  adjustments) in effect immediately prior to the  reduction
of Day Rate.

     "Vessel"  means  the 727-foot double-hulled vessel,  bearing
Hull  No.  1231,  without the OFE, constructed  pursuant  to  the
Construction Contract.

     "Voting  Stock"  means  the shares of  capital  stock  of  a
corporation  having ordinary voting power to elect a majority  of
the  board  of  directors of such corporation, but excluding  any
other  class  or classes of stock that have or might have  voting
power upon the occurrence of a contingency.

     "Warranties" means all of the right, title and interest  in,
to and under any warranty, covenant, representation, service life
policy,   performance  guaranty,  indemnity  or  product  support
agreement   of   any  contractor,  subcontractor,   manufacturer,
materialman,  supplier,  vendor or any  other  Person  (excluding
Conoco,  Frontier  Deepwater Drilling Inc., R&B  Falcon  Drilling
(International  &  Deepwater) Inc., R&B  Falcon,  Deepwater,  the
Members,  the Investment Trust, the Trustees and the  Certificate
Purchasers)  (collectively, the "Warrantors")  contained  in  any
contract  or  agreement, including the Construction Contract,  to
the  extent  that  such contracts and agreements  relate  to  the
Vessel, the OFE or any part thereof; provided, however, that  the
definition of "Warranties" shall not include adjustments  to  the
contract  price  pursuant  to Article  III  of  the  Construction
Contract.

     "Warrantors"  has  the meaning specified in  the  definition
"Warranties".