Exhibit 10.12
                                             
                      EMPLOYMENT AGREEMENT


          This Agreement is entered into between R&B Falcon Corporation,  a
Delaware   corporation  (the  "Company"),  and  Charles   R.   Ofner   (the
"Executive") on the 25th day of March, 1998.

          The  Company has determined that it is in its best interests  and
those of its shareholders to assure that the Company will have the services
of the Executive and to provide the Executive with compensation and benefit
arrangements which are competitive with those of other corporations.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS;

          1.    Employment Period.  The Company hereby agrees to employ the
Executive,  and the Executive hereby agrees to be employed by the  Company,
in  accordance  with  the terms and provisions of this Agreement,  for  the
period  commencing on the date hereof (the "the Effective Date") and ending
on  the  third  anniversary  of such date (the "Employment  Period").   The
Employment  Period shall be extended cumulatively, from time to  time,  one
year  for  each  year  following the Effective Date that  Employee  remains
employed by the Company or one of its direct or indirect subsidiaries.

          2.    Terms of Employment.  (a)  Position and Duties.  (i) During
the  Employment Period, (A) the Executive's position, authority, duties and
responsibilities  shall be at least commensurate in all  material  respects
with  and  include  status as Vice President of the Company,  and  (B)  the
Executive's services shall be performed at the location where the Executive
was  employed immediately preceding the Effective Date or any office of the
Company  located  in Houston, Texas which is the principal  office  of  the
Company.

               (ii) During the Employment Period, and excluding any periods
of  vacation  and  sick  leave  to which the  Executive  is  entitled,  the
Executive  agrees to devote substantially full attention  and  time  during
normal  business hours to the business and affairs of the Company  and,  to
the  extent  necessary to discharge the responsibilities  assigned  to  the
Executive  hereunder,  to  use  the Executive's  best  efforts  to  perform
faithfully  and  efficiently such responsibilities.  During the  Employment
Period  it shall not be a violation of this Agreement for the Executive  to
(A)   serve  on  corporate,  civic  or  charitable  boards  or  committees,
(B)  deliver lectures, fulfill speaking engagements or teach at educational
institutions  and  (C)  manage  personal  investments,  so  long  as   such
activities  do  not  materially  interfere  with  the  performance  of  the
Executive's  responsibilities as an employee of the Company  in  accordance
with  this  Agreement.  It is expressly understood and agreed that  to  the
extent that any such activities have been conducted by the Executive  prior
to  the  Effective  Date under his prior employment with  Reading  &  Bates
Corporation,  the continued conduct of such activities (or the  conduct  of
activities similar in nature and scope thereto) subsequent to the Effective
Date  shall  not thereafter be deemed to interfere with the performance  of
the Executive's responsibilities to the Company.

          (b)   Compensation.   (i)   Base Salary.  During  the  Employment
Period, the Executive shall receive an annual base salary of not less  than
$212,000  ("Annual Base Salary"), which shall be paid on a  monthly  basis.
During  the Employment Period, the Annual Base Salary shall be reviewed  at
least annually and shall be increased at any time and from time to time  as
may be determined by the Board, based on the Executive's performance of his
position  and  responsibilities (to be measured in  a  fair  and  objective
manner).   It may also be decreased by the Board as a part of Company  wide
salary  reduction  program  applicable  to  all  executives  and  employees
generally as a result of financial losses experienced by the Company.   Any
increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement.  Annual Base Salary shall
not  be reduced after any such increase (except as provided in this Section
2(b)(i)),  and  the term Annual Base Salary as utilized in  this  Agreement
shall refer to Annual Base Salary as so increased or decreased.  As used in
this  Agreement, the term "affiliated companies" shall include any  company
controlled by, controlling or under common control with the Company.

               (iii)      Incentive, Savings and Retirement Plans.   During
the  Employment  Period, the Executive shall be entitled to participate  in
all  incentive,  savings and retirement plans that are tax qualified  under
Section  401(a) of the Internal Revenue Code of 1986, as amended  ("Code"),
applicable  generally to other executives of the Company and its affiliated
companies.

               (iv)  Welfare Benefit Plans.  During the Employment  Period,
the  Executive and/or the Executive's family, as the case may be, shall  be
eligible for participation in and shall receive all benefits under  welfare
benefit plans, practices, policies and programs provided by the Company and
its   affiliated   companies  (including,  without   limitation,   medical,
prescription,  dental, vision, disability, salary continuance,  group  life
and supplemental group life, accidental death and travel accident insurance
plans  and programs) to the extent applicable generally to other executives
of the Company and its affiliated companies.

               (v)   Expenses.  During the Employment Period, the Executive
shall  be  entitled  to  receive prompt reimbursement  for  all  reasonable
expenses  incurred  by  the  Executive in  accordance  with  the  policies,
practices and procedures of the Company and its affiliated companies.
     
               (vi)  Vacation.  During the Employment Period, the Executive
shall  be entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company and its affiliated companies.

          3.    Termination of Employment.  (a)  Death or Disability.   The
Executive's  employment shall terminate automatically upon the  Executive's
death  during  the  Employment Period.  If the Company determines  in  good
faith  that  the  Disability  of  the Executive  has  occurred  during  the
Employment  Period  (pursuant to the definition  of  Disability  set  forth
below),  it  may  give to the Executive written notice in  accordance  with
Section  11(b)  of  this  Agreement  of  its  intention  to  terminate  the
Executive's employment.  In such event, the Executive's employment with the
Company  shall  terminate effective on the 30th day after receipt  of  such
notice  by the Executive (the "Disability Effective Date"), provided  that,
within  the  30  days  after  such receipt, the Executive  shall  not  have
returned  to full-time performance of the Executive's duties.  For purposes
of  this  Agreement, "Disability" shall mean the absence of  the  Executive
from  the Executive's duties with the Company on a full-time basis for  180
consecutive  business  days  as a result of incapacity  due  to  mental  or
physical  illness  which  is determined to be  total  and  permanent  by  a
physician  selected by the Company or its insurers and  acceptable  to  the
Executive  or  the Executive's legal representative (such agreement  as  to
acceptability not to be withheld unreasonably).

          (b)  Cause.  The Company may terminate the Executive's employment
during  the  Employment Period for Cause.  For purposes of this  Agreement,
"Cause" shall mean:
     
          (i)  chronic   alcoholism  or  controlled  substance  abuse,   as
               determined  by a doctor mutually acceptable to  the  Company
               and  the  Executive, and continuing failure by the Executive
               to  commence  and  pursue  with  due  diligence  appropriate
               treatment   for  same  in  accordance  with  such   doctor's
               recommendations;

          (ii) a  deliberate  act  of  proven fraud  on  the  part  of  the
               Executive  having a material adverse impact on the  business
               or consolidated financial condition or results of operations
               of the Company and its subsidiaries;

         (iii) a  deliberate  and  continuing  failure  by the Executive to
               comply  with  the applicable laws and regulations  having  a
               material  adverse  impact  on the business  or  consolidated
               financial condition or results of operations of the  Company
               and its subsidiaries; or

          (iv) conviction   of   the  Executive  of  a   criminal   offense
               constituting a felony.

          (c)   Good Reason; Window Period.  The Executive's employment may
be terminated during the Employment Period by the Executive for Good Reason
or  during  a  Window  Period by the Executive  without  any  reason.   For
purposes  of  this  Agreement,  "Window  Period"  shall  mean  the   period
commencing with the date of any Change of Control as defined in  Section  9
of this Agreement and expiring 180 days immediately following any Change of
Control  as defined in Section 9 of this Agreement.  For purposes  of  this
Agreement, "Good Reason" shall mean

               (i)    the  assignment  to  the  Executive  of  any   duties
     materially   inconsistent  in  any  respect  with   the   Executive's,
     authority, duties or responsibilities as contemplated by Section 2  of
     this Agreement, or any other action by the Company which results in  a
     diminution  in  such authority, duties or responsibilities  (excluding
     for this purpose an isolated, insubstantial and inadvertent action not
     taken in bad faith and which is remedied by the Company promptly after
     receipt of notice thereof given by the Executive);

               (ii)  any failure by the Company to comply with any  of  the
     provisions of Section 2(b) of this Agreement, other than an  isolated,
     insubstantial and inadvertent failure not occurring in bad  faith  and
     which  is  remedied  by the Company promptly after receipt  of  notice
     thereof given by the Executive;

               (iii) the  Company's  requiring  the  Executive  to be based
     at   any   office   or   location  other  than   that   described   in
     Section 2(a)(i)(B) hereof;

               (iv)  any  purported  termination  by  the  Company  of  the
     Executive's employment otherwise than as expressly permitted  by  this
     Agreement; or

               (v)   any  failure by the Company to comply with and satisfy
     Section  10  of  this  Agreement, provided  that  such  successor  has
     received,  at  least  ten  days prior  to  the  giving  of  Notice  of
     Termination by the Executive, written notice from the Company  or  the
     Executive of the requirements of Section 10 of the Agreement.

For  purposes of this Section 3(c), any good faith determination  of  "Good
Reason" made by the Executive shall be conclusive.

          (d)   Notice of Termination.  Any termination by the Company  for
Cause,  or by the Executive for Good Reason or without any reason during  a
Window Period, shall be communicated by Notice of Termination to the  other
party hereto given in accordance with Section 11(b) of this Agreement.  For
purposes  of  this  Agreement, a "Notice of Termination"  means  a  written
notice  which  (i)  indicates the specific termination  provision  in  this
Agreement  relied  upon,  (ii)  to the extent  applicable,  sets  forth  in
reasonable  detail the facts and circumstances claimed to provide  a  basis
for  termination  of  the  Executive's employment under  the  provision  so
indicated and (iii) if the Date of Termination (as defined below) is  other
than  the  date  of receipt of such notice, specifies the termination  date
(which  date shall be not more than fifteen days after the giving  of  such
notice).  The failure by the Executive or the Company to set forth  in  the
Notice  of  Termination  any fact or circumstance which  contributes  to  a
showing  of Good Reason or Cause shall not waive any right of the Executive
or  the  Company  hereunder or preclude the Executive or the  Company  from
asserting  such  fact or circumstance in enforcing the Executive's  or  the
Company's right hereunder.

          (e)  Date of Termination.  "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause,  or  by  the
Executive during a Window Period or for Good Reason, the date of receipt of
the  Notice of Termination or any later date specified therein, as the case
may  be,  (ii) if the Executive's employment is terminated by  the  Company
other  than for Cause or Disability, the Date of Termination shall  be  the
date  on  which the Company notifies the Executive of such termination  and
(iii)  if  the Executive's employment is terminated by reason of  death  or
Disability,  the  Date of Termination shall be the date  of  death  of  the
Executive or the Disability Effective Date, as the case may be.

          4.   Obligations of the Company upon Termination.

          (a)   Good  Reason  or during a Window Period;   Other  than  for
Cause,  Death or Disability.  If, during the Employment Period, the Company
shall  terminate  the  Executive's  employment  other  than  for  Cause  or
Disability  or  the Executive shall terminate employment  either  for  Good
Reason or without any reason during a Window Period:

          (i)   the  Company shall pay or provide to or in respect  of  the
     Executive the aggregate of the following amounts and benefits:

               A.    in a lump sum in cash within 30 days after the Date of
          Termination  the  sum of (1) the Executive's Annual  Base  Salary
          through  the  Date of Termination to the extent  not  theretofore
          paid,  (2)  the product of (x) the highest annual bonus  paid  or
          accrued for the benefit of Executive during the three year period
          preceding  the  Date  of  Termination and  (y)  a  fraction,  the
          numerator  of which is the number of days since the date  of  the
          last  bonus  payment  through the Date of  Termination,  and  the
          denominator  of which is 365 and (3) any compensation  previously
          deferred  or  earned by the Executive (together with any  accrued
          interest or earnings thereon), any unreimbursed expenses and  any
          accrued  vacation pay, in each case to the extent not theretofore
          paid  (the sum of the amounts described in clauses (1),  (2)  and
          (3)   shall   be   hereinafter  referred  to  as   the   "Accrued
          Obligation"); and

               B.    in a lump sum in cash within 30 days after the Date of
          Termination the product of multiplying the factor of  3.75  times
          the  sum of the highest Annual Base Salary and the highest annual
          bonus  which  has been payable to the Executive within  the  past
          three  years (including such salary and bonus paid by a  previous
          employer  which is a direct subsidiary of the Company as  of  the
          date of this Agreement) for one year's service.
               
          (ii)  for the remainder of the Employment Period, or such  longer
     period  as  any  plan, program, practice or policy  may  provide,  the
     Company   shall  continue  benefits  to  the  Executive   and/or   the
     Executive's  family  at  least equal to those which  would  have  been
     provided to them in accordance with the plans, programs, practices and
     policies  described  in  Section 2(b)(iii) of this  Agreement  if  the
     Executive's employment had not been terminated in accordance with  the
     most  favorable plans, practices, programs or policies of the  Company
     and its affiliated companies as in effect and applicable generally  to
     other executives and their families on the Effective Date or, if  more
     favorable  to  the  Executive,  as in effect  generally  at  any  time
     thereafter  with  respect to other executives of the Company  and  its
     affiliated  companies  and their families (such continuation  of  such
     benefits  for  the  applicable  period  herein  set  forth  shall   be
     hereinafter  referred  to  as "Welfare Benefit  Continuation").   [For
     purposes  of  determining  eligibility of the  Executive  for  retiree
     benefits pursuant to such plans, practices, programs and policies  and
     for purposes of determining Vesting Service (as defined in the Reading
     &  Bates Pension Plan) under the Reading & Bates Pension Plan and  the
     Reading  &  Bates  Benefits Replacement Plan, the Executive  shall  be
     considered  to have remained employed until the end of the  Employment
     Period and to have retired on the last day of such period.]

          (b)  Death or Disability.

     If Executive's employment is terminated by reason of Executive's death
or  Disability  during  the  Employment Period such  termination  shall  be
treated  as  a  termination for Good Reason and the Company  shall  pay  to
Executive, his estate or designated beneficiary (x) the lump sum amount and
the  benefits set forth in Section 4(a) hereof plus (y) any death  benefits
to  which  Executive is otherwise entitled pursuant to  the  terms  of  any
Welfare Benefit Plan described in Section 2(b)(iii) hereof.

          (c)   Cause;  Other  than for Good Reason.   If  the  Executive's
employment shall be terminated for Cause during the Employment Period, this
Agreement  shall  terminate without further obligations  to  the  Executive
other  than for Accrued Obligations and the timely payment of reimbursement
of  expenses incurred by Executive under Section 2(b)(v).  If the Executive
terminates employment during the Employment Period, excluding a termination
either  for Good Reason or without any reason during a Window Period,  this
Agreement  shall  terminate without further obligations to  the  Executive,
other  than for Accrued Obligations and the timely payment of reimbursement
of expenses incurred by Executive under Section 2(b)(v).  In such case, all
Accrued  Obligations and reimbursement of expenses shall  be  paid  to  the
Executive in a lump sum in cash within 30 days of the Date of Termination.

          5.   Non-exclusivity of Rights.  Except as provided in Section  4
of  this  Agreement, nothing in this Agreement shall prevent or  limit  the
Executive's continuing or future participation in any plan, program, policy
or  practice provided by the Company or any of its affiliated companies and
for  which  the Executive may qualify, nor shall anything herein  limit  or
otherwise  affect such rights as the Executive may have under any  contract
or  agreement with the Company or any of its affiliated companies.  Amounts
which  are vested benefits or which the Executive is otherwise entitled  to
receive  under any plan, policy, practice or program of or any contract  or
agreement  with  the  Company  or any of its  affiliated  companies  at  or
subsequent  to the Date of Termination shall be payable in accordance  with
such  plan, policy, practice or program or contract or agreement except  as
explicitly modified by this Agreement.

          6.    Full Settlement; Resolution of Disputes.  (a) The Company's
obligation to make payments provided for in this Agreement and otherwise to
perform  its  obligations hereunder shall not be affected by  any  set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company  may have against the Executive or others.  The Company  agrees  to
pay  promptly as incurred, to the full extent permitted by law,  all  legal
fees  and expenses which the Executive may reasonably incur as a result  of
any  contest  (regardless  of  the outcome thereof)  by  the  Company,  the
Executive  or  others of the validity or enforceability  of,  or  liability
under,  any  provision  of this Agreement or any guarantee  of  performance
thereof  (including as a result of any contest by the Executive  about  the
amount  of  any  payment pursuant to this Agreement),  plus  in  each  case
interest on any delayed payment at the Applicable Federal Rate provided for
in Section 7872(f)(2)(A) of the Code.

          (b)   If  there shall be any dispute between the Company and  the
Executive concerning (i) in the event of any termination of the Executive's
employment  by  the  Company, whether such termination was  for  Cause,  or
(ii)  in  the  event  of any termination of employment  by  the  Executive,
whether  Good Reason existed or whether such termination occurred during  a
Window  Period,  then,  unless and until there is  a  final,  nonappealable
judgment  by  a  court  of  competent  jurisdiction  declaring  that   such
termination was for Cause or that the determination by the Executive of the
existence of Good Reason was not made in good faith or that the termination
by  the  Executive did not occur during a Window Period, the Company  shall
pay  all  amounts,  and provide all benefits, to the Executive  and/or  the
Executive's  family or other beneficiaries, as the case may  be,  that  the
Company would be required to pay or provide pursuant to Section 4(a) hereof
as  though  such termination were by the Company without Cause  or  by  the
Executive  with  Good Reason or during a Window Period; provided,  however,
that the Company shall not be required to pay any disputed amounts pursuant
to  this paragraph except upon receipt of an undertaking by or on behalf of
the  Executive  to  repay  all  such amounts  to  which  the  Executive  is
ultimately adjudged by such court not to be entitled.

          7.   Certain Additional Payments by the Company.  (a) Anything in
this  Agreement to the contrary notwithstanding, in the event it  shall  be
determined  that any payment or distribution by the Company to or  for  the
benefit  of  the  Executive  (whether paid or  payable  or  distributed  or
distributable  pursuant to the terms of this Agreement  or  otherwise,  but
determined  without regard to any additional payments required  under  this
Section  7)  (a  "Payment") would be subject to the excise tax  imposed  by
Section 4999 of the Code or any interest or penalties are incurred  by  the
Executive  with respect to such excise tax (such excise tax, together  with
any  such interest and penalties, are hereinafter collectively referred  to
as  the  "Excise Tax"), then the Executive shall be entitled to receive  an
additional  payment  (a "Gross-Up Payment") in an amount  such  that  after
payment  by the Executive of all taxes (including any interest or penalties
imposed  with  respect to such taxes), including, without  limitation,  any
income  taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Executive retains  an
amount  of  the Gross-Up Payment equal to the Excise Tax imposed  upon  the
Payments.

          (b)    Subject   to   the  provisions  of   Section   7(c),   all
determinations required to be made under this Section 7, including  whether
and  when  Gross-Up  Payment is required and the amount  of  such  Gross-Up
Payment   and  the  assumptions  to  be  utilized  in  arriving   at   such
determination,  shall  be made by Arthur Andersen &  Co.  (the  "Accounting
Firm")  which shall provide detailed supporting calculations  both  to  the
Company and the Executive within 15 business days of the receipt of  notice
from  the Executive that there has been a Payment, or such earlier time  as
is  requested  by  the Company.  In the event that the Accounting  Firm  is
serving  as  accountant  or  auditor for the individual,  entity  or  group
effecting  the  Change  of  Control, the Executive  shall  appoint  another
nationally  recognized accounting firm to make the determinations  required
hereunder  (which  accounting  firm  shall  then  be  referred  to  as  the
Accounting  Firm hereunder).  All fees and expenses of the Accounting  Firm
shall  be borne solely by the Company.  Any Gross-Up Payment, as determined
pursuant  to this Section 7, shall be paid by the Company to the  Executive
within five days of the receipt of the Accounting Firm's determination.  If
the  Accounting  Firm  determines that no Excise  Tax  is  payable  by  the
Executive,  it  shall  furnish the Executive with a  written  opinion  that
failure  to  report  the Excise Tax on the Executive's  applicable  federal
income  tax  return would not result in the imposition of a  negligence  or
similar penalty.  Any determination by the Accounting Firm shall be binding
upon the Company and the Executive.  As a result of the uncertainty in  the
application  of  Section  4999 of the Code  at  the  time  of  the  initial
determination  by  the  Accounting Firm  hereunder,  it  is  possible  that
Gross-Up Payments which will not have been made by the Company should  have
been made ("Underpayment"), consistent with the calculations required to be
made  hereunder.   In  the  event that the Company  exhausts  its  remedies
pursuant to Section 7(c) and the Executive thereafter is required to make a
payment  of any Excise Tax, the Accounting Firm shall determine the  amount
of  the  Underpayment that has occurred and any such Underpayment shall  be
promptly paid by the Company to or for the benefit of the Executive.

          (c)   The  Executive shall notify the Company in writing  of  any
claims  by the Internal Revenue Service that, if successful, would  require
the  payment  by  the Company of the Gross-Up Payment.   Such  notification
shall  be given as soon as practicable but no later than thirty days  after
the  Executive actually receives notice in writing of such claim and  shall
apprise the Company of the nature of such claim and the date on which  such
claim  is  requested to be paid.  The Executive shall not  pay  such  claim
prior to the expiration of the 30-day period following the date on which he
gives such notice to the Company (or such shorter period ending on the date
that  any  payment of taxes with respect to such claim  is  due).   If  the
Company  notifies the Executive in writing prior to the expiration of  such
period that it desires to contest such claim, the Executive shall:

          (i)  give the Company any information reasonably requested by the
     Company relating to such claim,

          (ii) take such action in connection with contesting such claim as
     the  Company  shall reasonably request in writing from time  to  time,
     including,  without  limitation, accepting legal  representation  with
     respect  to  such  claim  by an attorney reasonably  selected  by  the
     Company,

          (iii)      cooperate  with the Company in  good  faith  in  order
     effectively to contest such claim, and

          (iv)  permit  the  Company  to  participate  in  any  proceedings
     relating to such claim;

provided,  however, that the Company shall bear and pay directly all  costs
and  expenses  (including additional interest and  penalties)  incurred  in
connection  with  such contest and shall indemnify and hold  the  Executive
harmless,  on  an  after-tax  basis, for  any  Excise  Tax  or  income  tax
(including interest and penalties with respect thereto) imposed as a result
of  such  representation  and  payment  of  costs  and  expenses.   Without
limitation  on the foregoing provisions of this Section 7(c),  the  Company
shall control all proceedings taken in connection with such contest and, at
its  sole  option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in  respect
of  such claim and may, at its sole option, either direct the Executive  to
pay  the  tax  claimed and sue for a refund or contest  the  claim  in  any
permissible manner, and the Executive agrees to prosecute such contest to a
determination  before any administrative tribunal, in a  court  of  initial
jurisdiction  and  in one or more appellate courts, as  the  Company  shall
determine; provided, however, that if the Company directs the Executive  to
pay  such claim and sue for a refund, the Company shall advance the  amount
of  such  payment  to the Executive, on an interest-free  basis  and  shall
indemnify and hold the Executive harmless, on an after-tax basis, from  any
Excise  Tax  or  income tax (including interest or penalties  with  respect
thereto)  imposed  with  respect to such advance or  with  respect  to  any
imputed income with respect to such advance; and further provided that  any
extension  of the statute of limitations relating to payment of  taxes  for
the  taxable  year  of the Executive with respect to which  such  contested
amount  is  claimed  to be due is limited solely to such contested  amount.
Furthermore,  the  Company's control of the contest  shall  be  limited  to
issues  with respect to which a Gross-Up Payment would be payable hereunder
and  the Executive shall be entitled to settle or contest, as the case  may
be,  any  other issue raised by the Internal Revenue Service or  any  other
taxing authority.

          (d)  If, after the receipt by the Executive of an amount advanced
by  the Company pursuant to Section (c), the Executive becomes entitled  to
receive any refund with respect to such claim, the Executive shall (subject
to  the Company's complying with the requirements of Section 7(c)) promptly
pay  to  the Company the amount of such refund (together with any  interest
paid  or  credited thereon after taxes applicable thereto).  If, after  the
receipt  by the Executive of an amount advanced by the Company pursuant  to
Section  7(c),  a  determination is made that the Executive  shall  not  be
entitled to any refund with respect to such claim and the Company does  not
notify  the  Executive in writing of its intent to contest such  denial  of
refund  prior  to the expiration of 30 days after such determination,  then
such  advance shall be forgiven and shall not be required to be repaid  and
the  amount of such advance shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.
          
          8.    Confidential Information.  The Executive shall  hold  in  a
fiduciary   capacity  for  the  benefit  of  the  Company  all  secret   or
confidential information, knowledge or data relating to the Company or  any
of  its affiliated companies, and their respective businesses, which  shall
have  been  obtained by the Executive during the Executive's employment  by
the  Company or any of its affiliated companies and which shall not  be  or
become   public  knowledge  (other  than  by  acts  by  the  Executive   or
representatives  of the Executive in violation of this  Agreement).   After
termination  of the Executive's employment with the Company, the  Executive
shall  not,  without the prior written consent of the  Company  or  as  may
otherwise  be required by law or legal process, communicate or divulge  any
such  information, knowledge or data to anyone other than the  Company  and
those  designated  by it.  In no event shall an asserted violation  of  the
provisions  of  this  Section  8  constitute  a  basis  for  deferring   or
withholding  any  amounts  otherwise payable to the  Executive  under  this
Agreement.

          9.    Change  of  Control.  For the purpose of this Agreement,  a
"Change of Control" shall be deemed to occur:     (a)  if any "Person",  as
such  term  is used in Sections 13(d) and 14(d) of the Securities  Exchange
Act of 1934, as amended (the "Exchange Act") (other than (i) the Executive,
(ii) the Company or any of its subsidiaries or Affiliates (as that term  is
defined  in the Exchange Act), (iii) any Person subject, as of the date  of
this   Agreement  or  at  any  prior  time,  to  the  reporting  or  filing
requirements  of  Section 13(d) of the Exchange Act  with  respect  to  the
securities  of  the  Company or any Affiliate, (iv) any  trustee  or  other
fiduciary  holding or owning securities under an employee benefit  plan  of
the  Company, (v) any underwriter temporarily holding or owning  securities
of the Company, or (vi) any corporation owned directly or indirectly by the
current stockholders of the Company in substantially the same proportion as
their  then ownership of stock of the Company) becomes, after the  date  of
this Agreement, the "beneficial owner" (as defined in Rule 13d-3 under  the
Exchange  Act),  directly  or  indirectly, of  securities  of  the  Company
representing  forty percent (40%) or more of the combined voting  power  of
the Company's then outstanding securities; or (b) if at any time a majority
of  the  members of  the board of directors of the Company is comprised  of
other   than   Continuing  Directors  (and  for  this  purpose  "Continuing
Directors" shall mean members of the board of directors of the Company  who
were directors as of the date of this Agreement, or who were nominated by a
majority  of the members of the board of directors of the Company and  such
majority  was  comprised only of Continuing Directors at the time  of  such
nomination).

          10.  Successors.  (a) This Agreement is personal to the Executive
and  without  the  prior  written consent  of  the  Company  shall  not  be
assignable  by the Executive otherwise than by will or the laws of  descent
and  distribution.   This Agreement shall inure to the benefit  of  and  be
enforceable by the Executive's legal representatives.

          (b)   This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

          (c)   The  Company will require any successor (whether direct  or
indirect,  by  purchase,  merger, consolidation or  otherwise)  to  all  or
substantially  all of the business and/or assets of the Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the
same  extent that the Company would be required to perform it  if  no  such
succession  had  taken place.  As used in this Agreement,  "Company"  shall
mean  the Company as hereinbefore defined and any successor to its business
and/or  assets  as  aforesaid  which assumes and  agrees  to  perform  this
Agreement by operation of law, or otherwise.

          11.   Miscellaneous.  (a) This Agreement shall be governed by and
construed  in  accordance  with the laws of the  State  of  Texas,  without
reference  to  principles  of  conflict of  laws.   The  captions  of  this
Agreement are not part of the provisions hereof and shall have no force  or
effect.  This Agreement may not be amended or modified otherwise than by  a
written  agreement  executed  by the parties  hereto  or  their  respective
successors and legal representatives.

          (b)   All notices and other communications hereunder shall be  in
writing  and shall be given if by the Executive to the Company by  telecopy
or  facsimile transmission at the telecommunications number set forth below
and  if  by either the Company or the Executive either by hand delivery  to
the  other  party  or  by  registered or  certified  mail,  return  receipt
requested, postage prepaid, addressed as follows:

          If to the Executive:

          Mr. Charles R. Ofner
          2187 Troon Road
          Houston, Texas  77019


          If to the Company:
          
          901 Threadneedle, Suite 200
          Houston, Texas 77079
          Attention:  Chief Executive Officer
          Telecommunications Number: (281) 496-0285

or  to such other address as either party shall have furnished to the other
in  writing  in  accordance herewith.  Notice and communications  shall  be
effective when actually received by the addressee.

          (c)   The invalidity or unenforceability of any provision of this
Agreement  shall  not affect the validity or enforceability  of  any  other
provision of this Agreement.

          (d)  The Company may withhold from any amounts payable under this
Agreement  such  Federal, state or local taxes as shall be required  to  be
withheld pursuant to any applicable law or regulation.

          (e)   The  Executive's or the Company's failure  to  insist  upon
strict compliance with any provision hereof or any other provision of  this
Agreement  or the failure to assert any right the Executive or the  Company
may  have  hereunder,  including, without  limitation,  the  right  of  the
Executive to terminate employment for Good Reason pursuant to Section  3(c)
of  this Agreement, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.

          (f)    This  Agreement  may  be  superseded  by  another  written
agreement  entered  into  between the Executive  and  Company  on  mutually
agreeable  terms, provided such agreement expressly by its terms supersedes
this  Agreement.  However, an offer by the Company to enter into  any  such
agreement with the Executive shall not constitute an independent basis  for
the Executive to terminate this Agreement for Good Reason.

          IN   WITNESS  WHEREOF,  the  Executive  has  hereunto   set   the
Executive's  hand  and, pursuant to the authorization  from  its  Board  of
Directors, the Company has caused these presents to be executed in its name
on its behalf, all as of the day and year first above written.



                                   ____________________________________
                                   Charles R. Ofner


                                   R&B FALCON CORPORATION

  
                                By _________________________________
                                   Name:  S. A. Webster
                                   Title: President and Chief Executive
                                          Officer