EXHIBIT 10.19

                        R&B FALCON CORPORATION
                        STOCK OPTION AGREEMENT



      This  Stock  Option Agreement ("Agreement") is made between  R&B
Falcon Corporation, a Delaware corporation ("Company"), and Bernie  W.
Stewart ("Optionee") as of January 28, 2000 (the "Effective Date").

                              WITNESSETH:

       WHEREAS,  the  Committee  which  administers  the  R&B   Falcon
Corporation  1999  Employee  Long-Term  Incentive  Plan  ("Plan")  has
selected the Optionee to receive a nonqualified stock option under the
terms  of  the Plan as an incentive to the Optionee to remain  in  the
employ  of  the  Company  and contribute to  the  performance  of  the
Company, on the terms and subject to the conditions provided herein;

      NOW THEREFORE, for and in consideration of these premises, it is
hereby agreed as follows:

          1.   As  used  herein,  the terms set forth below shall have
          the following respective meanings:

          (a)  "Disability"  means  Disability  as  defined   in   the
               Employment Agreement;  and

          (b)  "Employment  Agreement" means that  certain  Employment
               Agreement  dated August 25, 1999 between  the  Optionee
               and the Company.

          2.    The  option awarded hereunder is issued in  accordance
          with  and  subject  to  all  of the  terms,  conditions  and
          provisions  of  the Plan and administrative  interpretations
          thereunder, if any, which have been adopted by the Committee
          and  are  in  effect on the date hereof.  Capitalized  terms
          used but not defined herein shall have the meanings assigned
          to such terms in the Plan.

          3.    On  the  terms and subject to the conditions contained
          herein, the Company hereby grants to the Optionee an  option
          (the "Option") for a term of ten years ending on January 28,
          2010  ("Option Period") to purchase from the Company  42,624
          shares ("Option Shares") of the Company's Common Stock, at a
          price equal to $12.656 per share.

          4.    This Option shall not be exercisable, except upon  the
          death  or  Disability of the Optionee, until after 6  months
          immediately  following  the Effective  Date  and  thereafter
          shall  be  exercisable for any number of shares  up  to  and
          including  the  aggregate number of shares subject  to  this
          Option,  irrespective of whether the Optionee is an employee
          of  the  Company at the time of any such exercise;  provided
          the  number  of  shares  as  to which  this  Option  becomes
          exercisable shall, in each case, be reduced by the number of
          shares theretofore purchased pursuant to the terms hereof.

          5.    The Option may be exercised by the Optionee, in  whole
          or in part, by giving written notice to the Compensation and
          Benefits Department of the Company setting forth the  number
          of  Option Shares with respect to which the option is to  be
          exercised,  accompanied by payment  for  the  shares  to  be
          purchased   and  any  appropriate  withholding  taxes,   and
          specifying  the  address to which the certificate  for  such
          shares  is to be mailed (or to the extent permitted  by  the
          Company,  the written instructions referred to in  the  last
          sentence  of  this section).  Payment shall be by  means  of
          cash,  certified  check, bank draft or  postal  money  order
          payable  to  the  order  of  the Company.   As  promptly  as
          practicable  after receipt of such written notification  and
          payment,  the  Company  shall  deliver,  or  cause   to   be
          delivered,  to the Optionee certificates for the  number  of
          Option  Shares with respect to which the Option has been  so
          exercised.

          6.  Subject to approval of the Committee, which shall not be
          unreasonably withheld, the Optionee may pay for  any  Option
          Shares  with  respect to which the Option  is  exercised  by
          tendering to the Company other shares of Common Stock at the
          time  of  the  exercise  or partial  exercise  hereof.   The
          certificates representing such other shares of Common  Stock
          must  be  accompanied by a stock power  duly  executed  with
          signature  guaranteed  in accordance with  market  practice.
          The  value of the Common Stock so tendered shall be its Fair
          Market Value.

          7.    The  Option shall not be transferable by the  Optionee
          otherwise  than as expressly permitted by the Plan.   During
          the   lifetime  of  the  Optionee,  the  Option   shall   be
          exercisable  only by her or him. No transfer of  the  Option
          shall  be  effective to bind the Company unless the  Company
          shall have been furnished with written notice thereof and  a
          copy of such evidence as the Committee may deem necessary to
          establish the validity of the transfer and the acceptance by
          the  transferee  or transferees of the terms and  conditions
          hereof.

          8.   The Optionee shall have no rights as a stockholder with
          respect to any Option Shares until the date of issuance of a
          certificate  for  Option Shares purchased pursuant  to  this
          Agreement.   Until  such  time, the Optionee  shall  not  be
          entitled  to  dividends  or  to  vote  at  meetings  of  the
          stockholders of the Company.

          9.    The  Company may make such provisions as it  may  deem
          appropriate  for  the  withholding of  any  taxes  which  it
          determines is required in connection with the option  herein
          granted.   The  Optionee may pay all or any portion  of  the
          taxes required to be withheld by the Company or paid by  the
          Optionee  in  connection with the exercise  of  all  or  any
          portion of the option herein granted by electing to have the
          Company  withhold shares of Common Stock, or  by  delivering
          previously  owned  shares of Common  Stock,  having  a  Fair
          Market Value equal to the amount required to be withheld  or
          paid.   The Optionee must make the foregoing election on  or
          before  the  date that the amount of tax to be  withheld  is
          determined  ("Tax Date").  Any such election is  irrevocable
          and  subject  to  disapproval  by  the  Committee.   If  the
          Optionee  is  subject to the short-swing  profits  recapture
          provisions  of Section 16(b) of the Exchange Act,  any  such
          election  shall  be  subject  to  the  following  additional
          restrictions:

               (a)  Such election may not be made within six months of
          the  grant  of  this option, provided that  this  limitation
          shall not apply in the event of death or Disability.

                (b)   Such election must be made either in an Election
          Window (as hereinafter defined) or at such other time as may
          be consistent with Section 16(b) of the Exchange Act and the
          rules promulgated thereunder.  Where the Tax Date in respect
          of  the  exercise of all or any portion of  this  Option  is
          deferred  until after such exercise and the Optionee  elects
          stock withholding, the full amount of shares of Common Stock
          will  be issued or transferred to the Optionee upon exercise
          of  this  Option,  but the Optionee shall be unconditionally
          obligated to tender back to the Company on the Tax Date  the
          number of shares necessary to discharge with respect to such
          Option exercise the greater of (i) the Company's withholding
          obligation  and  (ii)  all or any portion  of  the  holder's
          federal and state tax obligation attributable to the  Option
          exercise.   An  Election Window is any period commencing  on
          the third business day following the Company's release of  a
          quarterly or annual summary statement of sales and  earnings
          and  ending  on  the  twelfth business  day  following  such
          release.

          10.   Upon  the  acquisition of any shares pursuant  to  the
          exercise  of the Option, the Optionee will enter  into  such
          written  representations, warranties and agreements  as  the
          Company  may  reasonably request in  order  to  comply  with
          applicable securities laws or with this Agreement.

          11.    The  certificates  representing  the  Option   Shares
          purchased  by  exercise  of an option  will  be  stamped  or
          otherwise  imprinted  with a legend  in  such  form  as  the
          Company  or  its  counsel may require with  respect  to  any
          applicable restrictions on sale or transfer, and  the  stock
          transfer  records of the Company will reflect  stop-transfer
          instructions, as appropriate, with respect to such shares.

          12.    Unless   otherwise  provided  herein,  every   notice
          hereunder shall be in writing and shall be delivered by hand
          or  by  registered or certified mail.  All  notices  of  the
          exercise  by the Optionee of any option hereunder  shall  be
          directed to R&B Falcon Corporation, Attention: Benefits  and
          Compensation  Department, at the Company's principal  office
          address  from time to time.  Any notice given by the Company
          to the Optionee directed to him or her at his or her address
          on  file  with the Company shall be effective  to  bind  any
          other  person  who  shall  acquire  rights  hereunder.   The
          Company  shall be under no obligation whatsoever  to  advise
          the  Optionee  of the existence, maturity or termination  of
          any  of  the  Optionee's rights hereunder and  the  Optionee
          shall  be  deemed  to  have familiarized  himself  with  all
          matters  contained herein and in the Plan which  may  affect
          any of the Optionee's rights or privileges hereunder.

          13.   Whenever  the  term "Optionee" is  used  herein  under
          circumstances applicable to any other person or  persons  to
          whom  this  award,  in  accordance with  the  provisions  of
          Paragraph  7, may be transferred, the word "Optionee"  shall
          be  deemed to include such person or persons.  References to
          the masculine gender herein also include the feminine gender
          for all purposes.

          14.  Notwithstanding any of the other provisions hereof, the
          Optionee agrees that he or she will not exercise the Option,
          and  that  the  Company will not be obligated to  issue  any
          shares  pursuant to this Agreement, if the exercise  of  the
          Option or the issuance of such shares of Common Stock  would
          constitute a violation by the Optionee or by the Company  of
          any  provision of any law or regulation of any  governmental
          authority or any national securities exchange.

          15.   This Agreement is subject to the Plan, a copy of which
          will be provided to the Optionee upon written request.   The
          terms  and  provisions of the Plan (including any subsequent
          amendments  thereto) are incorporated herein  by  reference.
          In  the  event  of a conflict between any term or  provision
          contained  herein and a term or provision of the  Plan,  the
          applicable terms and provisions of the Plan will govern  and
          prevail.   All  definitions of words and terms contained  in
          the Plan shall be applicable to this Agreement.

          16.   In  the event of a corporate merger or other  business
          combination  in  which  the Company  is  not  the  surviving
          entity, the economic equivalent number of the voting  shares
          of  common  stock  of, or participating  interests  in,  the
          surviving entity, based on the terms of such merger or other
          business combination, shall be substituted for the number of
          Option  Shares  held  by  the Optionee  hereunder,  and  the
          exercise price per share set out in Section 3 above shall be
          likewise   adjusted,  to  reflect  substantially  the   same
          economic  equivalent  value of  the  Option  Shares  to  the
          Optionee   prior  to  any  such  merger  or  other  business
          combination.   In  the  event of a  split-off,  spin-off  or
          creating of a different class of common stock of the Company
          (including,  without  limitation,  a  tracking  stock),  the
          Optionee  shall receive an option to purchase an  equivalent
          number of the shares of common stock or voting interests  of
          such  separate entity being split-off or spun-off or of  the
          shares  of the new class of common stock of the Company,  as
          if  Optionee  had  owned  the shares underlying  the  Option
          Shares  on the record date for any such split-off,  spin-off
          or  creation of a new class of common stock of the  Company,
          and  the  exercise  price set out in Section  3  hereof  and
          applicable  to the options to purchase shares or the  voting
          interests  of  the  new entity being split-off  or  spun-off
          shall be adjusted to reflect substantially the same economic
          equivalent value of the Option Shares to the Optionee  prior
          to  any such split-off, spin-off or creation of a new  class
          of common stock of the Company

IN  WITNESS  WHEREOF, this Agreement is effective as of  the  28th  of
January, 2000.

                         R&B FALCON CORPORATION


                         By:________________________________
                         Paul B. Loyd, Jr.
                         Chairman & Chief Executive Officer


                         OPTIONEE

                         ___________________________________
                         Bernie W. Stewart