EXHIBIT 4


                 REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION RIGHTS AGREEMENT (the "Agreement")  is  made  and
entered into as of July 1, 1998, by and between R&B Falcon Corporation, a
Delaware corporation ("RBF") and Kenneth Stage, T. George Delsa, Vial  J.
LeBlanc  and  Dr.  William T. Barfield, individuals of the  full  age  of
majority domiciled in the State of Louisiana ("Stockholders").

                      W I T N E S S E T H

     WHEREAS, R&B Falcon Drilling (U.S.), Inc., a wholly-owned subsidiary
of  RBF, and Stockholders have entered into a Stock Acquisition Agreement
and   Plan  of  Reorganization  dated  July  1,  1998  (the  "Acquisition
Agreement")  providing for the transfer and exchange by  Stockholders  of
all  of  the  outstanding  common stock of  Knots  Marine  Service,  Inc.
("Knots"), a Louisiana corporation, for the sum of $1,250,000.00 (subject
to adjustment as provided in the Acquisition Agreement) payable in shares
of the common stock of RBF.

     WHEREAS,  to  induce  Stockholders to  enter  into  the  Acquisition
Agreement and as a condition precedent to the Closing thereunder (as such
term  is  defined therein), RBF has agreed to grant certain  registration
rights, from time to time, with respect to the Registrable Securities (as
hereinafter  defined)  in accordance with the terms  and  conditions  set
forth herein.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.    Certain Definitions. As used in this Agreement, the  following
terms shall have the following respective meanings:

     "Acquisition  Agreement" shall have the meaning  set  forth  in  the
initial recital of this Agreement.

     "Agreement"  shall  have  the  meaning  set  forth  in  the  initial
paragraph  hereof, and as the same may, be amended or modified from  time
to time in accordance with the provisions hereof.

     "Closing  Date" shall have the meaning set forth in the  Acquisition
Agreement.

     "Commission"  shall mean the Securities and Exchange Commission  (or
any successor body thereto).

     "Common  Stock"  shall mean the common stock,  par  value  $.01  per
share,  of  RBF which is not registered under the Securities Act, in  the
amount specified in the Acquisition Agreement.

     "Demand  Registration" shall have the meaning set forth  in  Section
3(a), hereto.

     "Holder" shall have the meaning set forth in Section 4(a).

     "Holder's  Counsel"  shall have the meaning  set  forth  in  Section
6(a)(i).
     "NASD"  shall  mean the National Association of Securities  Dealers,
Inc.

     "Person"   shall  mean  any  individual,  corporation,  partnership,
limited   liability  company,  joint  venture,  association,  joint-stock
company,  trust, unincorporated organization or government or any  agency
or political subdivision thereof.

     "Registrable  Securities"  shall  mean  the  Common  Stock  of   RBF
constituting  Registrable Securities as provided in  Section  2  of  this
Agreement.

     "Registration  Expenses" shall mean all expenses incident  to  RBF's
performance or compliance with the registration rights granted hereunder,
including, without limitation, all registration, filing, listing and NASD
fees,  all  fees and expenses of complying with securities  or  blue  sky
laws,  all  word processing, duplicating and printing expenses, messenger
and  delivery expenses, the fees and expenses of RBF?s independent public
accountants,  including  fees and expenses associated  with  any  special
audits  or  "cold  comfort"  letters required  by  or  incident  to  such
performance   and   compliance,  and  any  fees  and   disbursements   of
underwriters  customarily  paid by issuers  and  sellers  of  securities;
provided,  however, that "Registration Expenses" shall not  include  fees
and expenses of counsel to any Holder of Registrable Securities nor shall
it  include  underwriting discounts, commissions and transfer  taxes,  if
any.

     "Securities Act" shall mean the Securities Act of 1933, as amended.
     
     2.    Securities  Subject  to  this Agreement;  Representations  and
Warranties

     (a)    The securities entitled to the benefit of this Agreement  are
the  shares  of RBF Common Stock issued to Stockholders pursuant  to  the
Acquisition  Agreement in exchange for the outstanding shares  of  Knots.
The  term "Registrable Securities" shall include the foregoing securities
and  shall  also  include  any securities issued  to  Stockholders  as  a
dividend   or   distribution   or   pursuant   to   a   recapitalization,
reorganization,  consolidation  or  merger  on  account  of   Registrable
Securities,  and  includes  any  shares  of  Common  Stock  received   by
Stockholders  by way of subdivision of the outstanding shares  of  Common
Stock  into a greater number of shares (by reclassification, stock  split
or  otherwise).  Certificates representing Registrable  Securities  shall
contain the following legend on the face thereof:

          The  securities represented by this certificate  have
          not been registered under the Securities Act of 1933,
          as  amended  (the "Act"), and may not be  offered  or
          sold except pursuant to (i) an effective registration
          statement   under  the  Act,  (ii)  to   the   extent
          applicable,  Rule 144 under the Act (or  any  similar
          rule  under  the  Act relating to the disposition  of
          securities), or (iii) an opinion of counsel, if  such
          opinion  shall be reasonably satisfactory to  counsel
          of  the  Company, that an exemption from registration
          under the Act is available.

The  foregoing legend shall remain on the face of such certificates until
the  Common  Stock  represented  thereby has  been  registered  with  the
Commission or until counsel to RBF has determined that such legend may be
removed  in accordance with applicable provisions of the Securities  Act,
and  the  rules and regulations promulgated thereunder.  The  Registrable
Securities may not be sold by Stockholders except in accordance with  the
terms and conditions referenced in the foregoing legend.

     (b)  A Registrable Security shall cease to be a Registrable Security
when:  (i)  such  security  has  been effectively  registered  under  the
Securities  Act  and  has  been disposed of pursuant  to  a  registration
statement (which shall not include the sale of Registrable Securities  to
Stockholders  pursuant to the Acquisition Agreement); (ii) such  security
is  sold  pursuant  to  Rule  144 under the Securities  Act  (or  similar
provision);  (iii) such security has been otherwise transferred  and  (A)
RBF  delivers a new certificate for such security which does not  bear  a
registration legend and (B) Holder's counsel is of the reasonable opinion
that  subsequent disposition of such security into the public market does
not  require registration under the Securities Act; or (iv) such security
has ceased to be outstanding.

     (c)  The RBF represents and warrants, as follows:

          (i)   RBF is a corporation organized, validly existing  and  in
good standing under the laws of Delaware.

          (ii)  RBF   has  duly authorized and approved by all  requisite
corporate  action this Agreement, and has all requisite  corporate  power
and  authority  to  enter into, execute and deliver  this  Agreement  and
perform its obligations hereunder.

          (iii)      This Agreement has been duly executed and  delivered
by  RBF and is its valid and binding obligation enforceable against it in
accordance  with  its terms except to the extent that its  enforceability
may  be  subject  to  applicable bankruptcy, insolvency,  reorganization,
moratorium  and  similar  laws affecting the  enforcement  of  creditors'
rights generally and general equitable principles.

          (iv)   The  Registrable Securities have been duly and  validity
authorized  and issued, are fully paid and non-assessable  and  will  not
subject the Holder to any liability solely by reason of being the  Holder
thereof.   The  Registrable Securities are free and clear of  all  liens,
encumbrances, and claims of every kind. RBF has full legal  right,  power
and  authority  to  sell,  assign,  transfer,   convey  and  deliver  the
Registrable  Securities so owned, and RBF can and will deliver  good  and
marketable title to such Registrable Securities.

          (v)  RBF is not subject to any charter, by-law, mortgage, lien,
lease,  agreement, instrument, order, law, rule, regulation, judgment  or
decree,  or  any other restriction of any kind or character, which  would
prevent consummation of the transactions contemplated by this Agreement.

     (d)  Stockholders shall be provided with an opinion of counsel dated
the  date  hereof,  in  form  and substance  reasonably  satisfactory  to
Stockholders, covering the matters set forth in Section 2(c) hereof,  and
such other matters as Stockholders may reasonably request.

             3.          Demand Registration.
     (a)   At any time on and  after  July 1, 1998, any Holder or Holders
of  50%  or  more  of Registrable Securities may make a  written  request
(specifying  the  intended method of disposition) that  RBF   effect  the
registration  of  Registrable Securities under the Securities  Act  (such
registration  upon such request, a ?Demand Registration?), provided  that
such request shall relate to an amount of Registrable Securities at least
equal to 25 % of the total amount of Registrable Securities.

     (b)   Within  ten  days after receipt of a request  for  the  Demand
Registration,  RBF  shall  give written notice  (the  "Notice")  of  such
request  to  all  other  Holders and shall include in  such  registration
(except  as  otherwise  provided herein) all Registrable  Securities  for
which  RBF  has received, within 15 days after receipt by the  applicable
Holder  of  the  Notice,  a written request to be included  therein.  All
requests made under this Section 3(b) shall specify the aggregate  number
of Registrable Securities to be registered.

     (c)  A registration shall not constitute a Demand Registration until
it  has  become  effective. In any registration  initiated  as  a  Demand
Registration,  RBF  shall  pay  all  Registration  Expenses  incurred  in
connection  therewith,  whether or not such Demand  Registration  becomes
effective;  provided  that a Holder participating  in  such  registration
shall pay all Registration Expenses if such Demand Registration fails  to
become effective solely as a result of an act or omission by such Holder.

     (d)  RBF shall only be obligated to effect one Demand Registration.

     (e)   The  Holder of a majority of the Registrable Securities  shall
have  the  right to decide whether or not the offering of the  securities
will  be an underwritten offering and shall have the right to choose such
underwriter or underwriters.

     (f)  If RBF registers Registrable Securities pursuant to Section  4,
and  in connection therewith offers to include all Registrable Securities
in  such registration statement and fulfills in all material respects the
substantive  requirements of a Demand Registration with  respect  to  all
Registrable  Securities that the Holders request to be  included  in  the
Piggyback Registration, then this Section 3 shall be of no further  force
and effect.

     4.   Piggyback Registration.

     (a)   If, at any time, RBF proposes to file a registration statement
under  the Securities Act with respect to an offering by RBF for its  own
account or for the account of any security holders of RBF of any class of
debt  or  equity security of RBF (other than a registration statement  on
Form  S-4  or  S-8 or any successor or similar forms thereto),  which  is
anticipated  to be or becomes effective on or after July  31,  1998,  RBF
shall give written notice of such proposed filing (the "Offering Notice")
to  Stockholders and to all holders of Registrable Securities to whom the
transfer  of  Registrable  Securities  has,  from  time  to  time,   been
registered  on the books and records of RBF (Stockholders  and  any  such
transferee  each  referred to herein as a "Holder"  and  collectively  as
"Holders"),  such  securities  so  transferred  constituting  Registrable
Securities  immediately following such transfer, at least 30 days  before
the  date of anticipated filing with the Commission. Such Offering Notice
shall  offer to any Holder, the opportunity, but in no event  shall  such
offer  constitute  a  mandatory obligation, to register  such  number  of
Registrable  Securities as any such Holder may request  in  writing.  For
such  request  for registration (each a "Piggyback Registration")  to  be
effective it must be received by RBF within 15 days after receipt by such
Holder of the Offering Notice.  If any Holder declines to participate  in
such  Piggyback Registration, the provisions of Section 3 shall be of  no
further force and effect, provided that all of the Registrable Securities
owned  by  such  Holder  could  have been registered  in  such  Piggyback
Registration.

     (b)    In connection with any Piggyback Registration, RBF shall  use
best  efforts  to  cause the managing underwriter or  underwriters  of  a
proposed  underwritten offering to permit any Holder of  the  Registrable
Securities  who  requested to be included in the  registration  for  such
offering to include such Registrable Securities in such offering  on  the
same  terms and conditions as any similar securities of RBF or,  if  such
offering  is  for  the  account of other security  holders,  any  similar
securities of such security holders included therein. Notwithstanding the
foregoing,  if  the managing underwriter or underwriters  of  a  proposed
underwritten offering advise RBF in writing that in its or their  opinion
the number of Registrable Securities proposed to be sold in such offering
exceeds  the  number of Registrable Securities that can be sold  in  such
offering without adversely affecting the market for the Common Stock, RBF
will  include  in such registration the number of Registrable  Securities
that  in the opinion of such managing underwriter or underwriters can  be
sold without adversely affecting the market for the Common Stock. In such
event,  RBF  shall  reduce  the number of Registrable  Securities  to  be
offered  for  the  accounts of any Holder pro rata on the  basis  of  the
relative number of any Registrable Securities requested by each Holder to
be  included in such registration to the extent necessary to  reduce  the
total number of Registrable Securities to be included in such offering to
the  number  recommended  by such managing underwriter  or  underwriters;
provided  however, that any such reduction in the number  of  Registrable
Securities shall not constitute a Piggyback Registration. RBF  shall  pay
all  Registration  Expenses  incurred  in  connection  with  a  Piggyback
Registration.

     (c)   The  Holders of Registrable Securities shall  be  entitled  to
participate  in  no  more than one Piggyback Registration,  provided  RBF
allows  the Holders to include in such Piggyback Registration all of  the
Registrable Securities which the Holders desire to include therein.

     5.   Certain Matters Concerning Demand Registrations.

     (a)   Notwithstanding anything in the foregoing  Sections  3(a)  and
4(a),  if  RBF's Board of Directors reasonably determines that  a  Demand
Registration  would  substantially interfere with a material  transaction
being  considered  by  RBF, RBF may delay such  Demand  Registration  for
thirty (30) days.

     (b)   RBF   may, if permitted by law, effect any Demand Registration
by  the  filing of a registration statement on Form S-3 (or any successor
or similar short-form registration statement).

     (c)  A Demand Registration shall not be deemed to have been effected
unless  it  becomes  effective  with  the  Commission,  provided  that  a
registration  which  does  not  become  effective  after  RBF   filed   a
registration statement with respect thereto with the Commission solely by
reason of any participating Holder failing to proceed shall be deemed  to
have  been  effected by RBF in satisfaction of the obligation of  RBF  to
register  Registrable  Securities pursuant to  the  Demand  Registration,
unless  RBF  shall  have been promptly reimbursed  for  all  Registration
Expenses  by the Person who demanded registration and failed to  proceed.
If a Demand Registration has been initiated, the failure of any Holder to
proceed with such registration shall not constitute a revocation  of  the
request for registration nor relieve RBF of its obligation to effect such
Demand Registration as to Registrable Securities of any other Holder  who
has  elected to participate in such Demand Registration and who  proceeds
therewith.  Notwithstanding the foregoing, a registration statement  will
not  be deemed to have been effected if, after it becomes effective  with
the  Commission, such registration is interfered with by any stop  order,
injunction  or  other  order or requirement of the  Commission  or  other
governmental agency or any court proceeding for any reason other  than  a
misrepresentation or omission by the Holder initiating the demand.

     6.   Registration Procedures; Damages.

     (a)   If  and  whenever  any  Holder of Registrable  Securities  has
requested  that  any  Registrable Securities be  registered  pursuant  to
Section 3 or 4, RBF shall use its best efforts to effect the registration
of such Registrable Securities under the Securities Act and in accordance
with  the  intended  method of disposition thereof  as  expeditiously  as
practicable,  and  in  connection with any  such  request  RBF  will,  as
expeditiously as possible:

          (i)       in connection with a Demand Registration, prepare and
file  with  the Commission, as soon as practicable, but in any event  not
later  than  sixty  (60)  days after receipt  of  a  request  to  file  a
registration   statement  with  respect  to  Registrable  Securities,   a
registration statement on any form for which RBF  then qualifies or which
counsel  for RBF and the Holder's Counsel (as hereinafter defined)  shall
deem  appropriate and which form shall be available for the sale of  such
Registrable  Securities  in  accordance  with  the  intended  method   of
distribution  thereof  and, if the offering is an underwritten  offering,
shall   be  reasonably  satisfactory  to  the  managing  underwriter   or
underwriters,  and  use  its  best efforts  to  cause  such  registration
statement  to become effective; provided, however, that before  filing  a
registration  statement  or  prospectus  or  amendments  or   supplements
thereto,  RBF  shall (a) furnish to the counsel selected  by  the  Holder
making the demand (the "Holder's Counsel"), or if no demand is made,  the
holders,  in  the aggregate, of a majority of the Registrable  Securities
covered  by such registration statement, copies of all documents proposed
to  be  filed  a  reasonable period of time prior to the filing  thereof,
which documents will be subject to the review and comment of such counsel
and  each  seller of Registrable Securities included in such registration
statement,  and (b) notify each seller of Registrable Securities  of  any
stop order, injunction or other order or requirement issued or threatened
by  the  Commission or other governmental agency or any court  injunction
and take all reasonable action required to prevent the entry of such stop
order,  injunction  or other order or requirement  or  to  remove  it  if
entered;

          (ii) in connection with a registration pursuant to Section 3 or
4,  prepare  and file with the Commission such amendments and supplements
to  such  registration statement and the prospectus  used  in  connection
therewith  as  may  be  necessary  to keep  such  registration  statement
effective for a period of not less than sixty (60) days (or such  shorter
period  that  will terminate when all Registrable Securities  covered  by
such registration statement have been sold, but not before the expiration
of  the  applicable period referred to in Section 4(3) of the  Securities
Act  and  Rule  174  thereunder,  if applicable),  and  comply  with  the
provisions  of  the Securities Act applicable to it with respect  to  the
disposition  of  all  securities covered by such  registration  statement
during such period in accordance with the intended methods of disposition
by the sellers thereof set forth in such registration statement;

          (iii)     furnish to each seller of Registrable Securities  one
signed  copy of the registration statement and each amendment thereto  as
filed with the Commission, and such number of copies of such registration
statement, amendments and supplements thereto (in each case including all
exhibits thereto), the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as  such
seller  may reasonably request in order to facilitate the disposition  of
the Registrable Securities owned by them;

          (iv)  use  all  reasonable efforts to register or qualify  such
Registrable Securities under such other securities or "blue sky" laws  of
such  jurisdictions as any seller or underwriter reasonably  requests  in
writing  and do any and all other acts and things that may be  reasonably
necessary  or  advisable  to qualify for sale in such  jurisdictions  the
Registrable Securities owned by such seller; provided, however, that  RBF
shall  not  be  required (a) to qualify generally to do business  in  any
jurisdiction where it is not then so qualified, (b) to subject itself  to
jurisdiction or qualification in any such jurisdiction, (c) to consent to
general  service of process in any such jurisdiction, (d) to provide  any
undertaking required by such other securities or "blue sky" laws  or  (e)
make  any  change  in the charter or bylaws that the Board  of  Directors
determines in good faith to be contrary to the best interest of  RBF  and
its stockholders;

          (v)   use  all  reasonable  efforts to  cause  the  Registrable
Securities  covered by such registration statement to be registered  with
or  approved by such other governmental agencies or authorities as may be
necessary  by virtue of the business and operations of RBF to enable  the
sellers   thereof  or  the  underwriters,  if  any,  to  consummate   the
disposition of such Registrable Securities;

          (vi) notify each seller of such Registrable Securities and  the
Holder's  Counsel  at  any  time when a prospectus  relating  thereto  is
required to be delivered under the Securities Act of the happening of any
event  as  a result of which the prospectus included in such registration
statement  contains an untrue statement of a material fact  or  omits  to
state  any  material fact required to be stated therein or  necessary  to
make  the  statements therein, in light of the circumstances under  which
they were made, not misleading and prepare and file with the Commission a
supplement  or  amendment to such prospectus after prompt review  by  the
Holder's  Counsel so that, as thereafter delivered to the  purchasers  of
such  Registrable Securities, such prospectus will not contain an  untrue
statement of a material fact or omit to state any material fact  required
to  be  stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading;

          (vii)     enter into customary agreements in form and substance
reasonably  satisfactory to RBF (including an underwriting  agreement  in
customary  form for companies of similar size and credit rating,  if  the
offering  is an underwritten offering) and take in good faith such  other
actions as are reasonably required in order to expedite or facilitate the
disposition   of   such   Registrable   Securities,   including    making
presentations to brokers, analysts and potential purchasers, in each case
as if RBF was the seller of the Registrable Securities;

          (viii)     make  available  for inspection  by  any  seller  of
Registrable  Securities, any underwriter participating in any disposition
pursuant  to  such registration statement, the Holder's Counsel  and  any
attorney,  accountant  or other agent retained  by  any  such  seller  or
underwriter  (collectively, the "Inspectors"), all  financial  and  other
records,   pertinent   corporate  documents   and   properties   of   RBF
(collectively, the "Records") and provide reasonable access during normal
business  hours  to  officers, directors, employees  and  agents  to  ask
questions,  in each ease as shall be reasonably necessary to  enable  the
Inspectors  to  exercise  their due diligence responsibility,  and  cause
RBF's officers, directors, employees and agents to supply all information
reasonably requested and to answer all questions reasonably asked by  any
such  Inspector  in connection with such registration statement.  Records
that  RBF  determines,  in  good faith, to be confidential  and  that  it
notifies  the Inspectors are confidential shall not be disclosed  by  the
Inspectors  unless  (a)  the  disclosure  of  such  records  is,  in  the
reasonable opinion of Holder's Counsel, necessary to avoid or  correct  a
misstatement   or  omission  of  a  material  fact  in  the  registration
statement,  provided  that  any such Holder  has  notified  RBF  of  such
condition  and  has  afforded  RBF an opportunity  to  correct  any  such
misstatement or omission, or (b) the release of such records is  required
(in  the written opinion of counsel of such seller or underwriter,  which
counsel  shall  be reasonably acceptable to RBF) pursuant  to  applicable
state or federal law. The seller of Registrable Securities agrees that it
will  deliver  such opinion to RBF a reasonable period  before  releasing
such  information and, upon learning that disclosure of such  records  is
sought  by a court or governmental agency, provide notice to RBF and,  in
each  case,  allow  RBF, at RBF's expenses, to undertake  an  appropriate
action to prevent disclosure of the records deemed confidential;

          (ix) if such sale is pursuant to an underwritten offering,  use
all  reasonable  efforts to obtain a "cold comfort"  letter  and  updates
thereof  from RBF's independent public accountants in customary form  and
covering  such matters of the type customarily covered by "cold  comfort"
letters  as  the  holders,  in  the  aggregate,  of  a  majority  of  the
Registrable  Securities  being  sold  and  the  managing  underwriter  or
underwriters reasonably request;

          (x)   otherwise use all reasonable efforts to comply  with  all
applicable  rules and regulations of the Commission, and  make  generally
available to its security holders, as soon as reasonably practicable,  an
earnings  statement  covering a period of twelve (12)  months,  beginning
within  three  (3)  months after the effective date of  the  registration
statement,  which  earnings  statement shall satisfy  the  provisions  oi
Section 11(a) of the Securities Act;

          (xi)  use  all  reasonable  efforts to  cause  all  Registrable
Securities  covered by the registration statement to be  listed  on  each
securities  exchange, if any, on which similar securities issued  by  RBF
are  then  listed, provided that the applicable listing requirements  are
satisfied;

          (xii)      provide a transfer agent and registrar for all  such
Registrable  Securities  not  later  than  the  effective  date  of  such
registration statement; and

          (xiii)     cause  counsel  to  RBF to provide  customary  legal
opinions  reasonably requested by the Holders holding, in the  aggregate,
of a majority of the Registrable Securities being sold.

     RBF  may  request each seller of Registrable Securities as to  which
any  registration  is being effected to furnish to RBF  such  information
regarding the distribution of such securities and other matters as may be
reasonably required to be included in the registration statement and each
seller of Registrable Securities shall have the opportunity to review and
approve  the presentation of such material in the registration statement.
In  addition, any Holder of Registrable Securities will have the right to
propose   a   plan   of   distribution  section   of   the   registration
statement/prospectus in the form attached hereto as Exhibit A.  RBF shall
promptly notify the Holder?s Counsel of any request by the Commission for
any  amendment or supplement of such registration statement or prospectus
or  for  additional information and shall promptly notify each seller  of
Registrable  Securities  of any such request by the  Commission  if  such
request  pertains  directly to the material set forth  in  the  preceding
sentence.    RBF  shall  promptly  notify  each  seller  of   Registrable
Securities and the Holder's Counsel after RBF shall receive notice of the
time  when  such  registration statement became  effective  or  when  any
amendment or supplement referred to in the preceding sentence is filed.

     Each  Holder of Registrable Securities agrees that, upon receipt  of
any  notice from RBF of the happening of any event of the kind  described
in  Paragraph (vi) of this Section 6(a), each such Holder shall forthwith
discontinue  disposition  of  Registrable  Securities  pursuant  to   the
registration  statement covering such Registrable Securities  until  such
Person's  receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (vi) of this Section 6(a), and, if so  directed
by  RBF,  such Person shall deliver to RBF (at RBF's expense) all copies,
other than permanent file copies then in such Holder's possession, of the
prospectus  covering such Registrable Securities current at the  time  of
receipt  of  such  notice. If RBF shall give any such notice,  RBF  shall
extend  the  period  during which such registration  statement  shall  be
maintained  effective  pursuant to this Agreement (including  the  period
referred to in paragraph (ii) of this Section 6(a)) by the number of days
during  the  period  from and including the date of the  giving  of  such
notice  pursuant to paragraph (vi) of this Section 6(a) to and  including
the  date  when  each seller of Registrable Securities  covered  by  such
registration statement shall have received the copies of the supplemented
or  amended  prospectus contemplated by paragraph (vi)  of  this  Section
6(a).

     (b)   RBF may require each Holder, at RBF's expense, to furnish  RBF
with  such  information  and undertakings as it  may  reasonably  request
regarding each such Holder and the distribution of such securities as the
Company may from time to time reasonably request in writing.

     (c)   Each  Holder  shall promptly notify RBF when such  Holder  has
disposed  of  all  Registrable  Securities covered  by  any  registration
statement which includes such Registrable Securities.

     7.   Underwritten Offerings.

     (a)   If  a  Demand  Registration is an  underwritten  offering,  if
requested  by  the  underwriters, RBF will  enter  into  an  underwriting
agreement with the managing underwriter or underwriters for such offering
(which  managing  underwriter  or Underwriters  shall  he  an  investment
banking  firm or firms of national reputation), such agreement to  be  in
form and substance reasonably satisfactory to RBF and to Holder's Counsel
and  to contain such representations and warranties by RBF and such other
terms as are customarily contained in agreements of such type, including,
without  limitation, indemnities to the effect and to the extent provided
in  Section  8.  The sellers of Registrable Securities in  such  offering
shall be party to such underwriting agreement and may require that any or
all of the representations and warranties by, and the other agreements on
the  part of, RBF to and for the benefit of such underwriters shall  also
be made to and for the benefit of such sellers and that any or all of the
conditions  precedent to the obligations of such underwriters under  such
underwriting agreement be conditions precedent to the obligation of  such
sellers.  No  Holder  shall be required to make  any  representations  or
warranties  to  or  agreements with RBF or the  underwriters  other  that
representations,  warranties or agreements  regarding  such  Person,  its
ownership   of  Registrable  Securities  and  its  intended   method   of
distribution and any other representation required by applicable law.

     (b)  Each Holder of Registrable Securities agrees by acquisition  of
such  Registrable Securities, if so required by the managing underwriter,
not  to  effect any public sale or distribution of Registrable Securities
or sales of such Registrable Securities pursuant to Rule 144 or Rule 144A
under the Securities Act, during the fourteen (14) days prior to and  the
ninety   (90)   days  after  any  firm  commitment  for  an  underwritten
registration pursuant to Section 3 or 4 has become effective  (except  as
part  of  such registration) or, if the managing underwriter advises  RBF
that,  in  its  opinion,  no such public sale or distribution  should  be
effected for a period of 120 days after such underwritten registration in
order  to  complete the sale and distribution of securities  included  by
such  registration and RBF gives written notice to each  Holder  of  such
advice. Each such Person shall not effect any public sale or distribution
of  Registrable  Securities  or  sales  of  such  Registrable  Securities
pursuant  to  Rule 144 or Rule 144A under the Securities Act during  such
120-day  period after such underwritten registration, except as  part  of
such  underwritten registration, whether or not such Person  participates
in such registration.

     8.   Indemnification.

     (a)   RBF  will,  and  hereby  does, agree  to  indemnify  and  hold
harmless,  to  the  full extent permitted by law, Stockholders  and  each
other  Holder,  against any losses, claims, damages  or  liabilities  (or
actions  in respect thereof), joint or several, to which Stockholders  or
any  other  Holder  may  become  subject  under  the  Securities  Act  or
otherwise,  insofar  as such losses, claims, damages or  liabilities  (or
actions  or  proceedings,  whether commenced of  threatened,  in  respect
thereof)  arise  out  of or are based upon (i) any  untrue  statement  or
alleged  untrue  statement  of  any  material  fact  contained   in   any
registration statement under which such securities were registered  under
the  Securities  Act,  any preliminary prospectus,  final  prospectus  or
summary prospectus contained therein or any document incorporated therein
by  reference, or any amendment or supplement thereto, or any omission or
alleged  omission to state therein a material fact required to be  stated
therein  or necessary to make such statements therein (in the case  of  a
prospectus, in light of the circumstance under which they were made)  not
misleading,  or  (ii)  any  violation by RBF  or  any  of  its  officers,
directors, employees, representatives or agents of any rule or regulation
under applicable securities laws or other laws applicable to RBF, in each
case,  RBF will reimburse Stockholders and any other Holder for any legal
and  any  other  expenses reasonably incurred by them in connection  with
investigating  or  defending any such loss, claim, liability,  action  or
proceeding; provided that RBF shall not be liable in any such case to the
extent  that  any  such  loss, claim, damage,  liability  (or  action  or
proceeding in respect thereof) or expense arises out of or is based  upon
an  untrue  statement or alleged untrue statement or omission or  alleged
omission  made  in  such  registration statement,  any  such  preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement
in  reliance upon and in conformity with information furnished in writing
to RBF by Stockholders  or any other such Holder.

     (b)   Stockholders and each other Holder will, and hereby do,  agree
to  provide  RBF  with  an undertaking to indemnify  and  hold  harmless,
severally and not jointly, to the full extent permitted by law, RBF,  its
directors,  officers  and each other Person, if  any,  who  controls  RBF
(within  the meaning of the Securities Act), against any losses,  claims,
damages  or  liabilities, joint or several, to  which  RBF  or  any  such
director,  officer  or controlling Person may become  subject  under  the
Securities  Act or otherwise, insofar as such losses, claims, damages  or
liabilities  (or actions or proceedings, whether commenced or threatened,
in  respect thereof) arise out of or are based upon any untrue  statement
or  alleged  untrue  statement of any material fact or  any  omission  or
alleged  omission  of  a  material fact required  to  be  stated  in  any
registration statement under which such securities were registered  under
the  Securities  Act,  any preliminary prospectus,  final  prospectus  or
summary  prospectus contained herein or any document incorporated therein
by  reference, or any amendment or supplement hereto, or any omission  or
alleged  omission to state therein a material fact required to be  stated
therein  or necessary to make the statements therein (in the  case  of  a
prospectus, in light of the circumstances under which they were made) not
misleading,  only to the extent, such statement or alleged  statement  or
omission  or alleged omission was made in reliance upon and in conformity
with  information furnished in writing to RBF solely by  Stockholders  or
any other such Holder.

     (c)  Promptly after receipt by an indemnified party of notice of any
threatened  action or proceeding or the commencement  of  any  action  or
proceeding involving a claim referred to in the preceding subsections  of
this  Section  8,  such indemnified party will, if  a  claim  in  respect
thereof is to be made against an indemnifying party, give written  notice
to the latter of the threat or commencement of such action or proceeding,
provided  that  the failure of any indemnified party to  give  notice  as
provided  herein  shall  not  relieve  the  indemnifying  party  of   its
obligations under the preceding subsections of this Section 8, except  to
the  extent  that the indemnifying party is actually prejudiced  by  such
failure  to  give notice. In case any such action is brought  against  an
indemnified party, unless in such indemnified party's reasonable judgment
a  conflict of interest between such indemnified and indemnifying parties
may  exist  in  respect of such claim, the indemnifying  party  shall  be
entitled  to  participate in and to assume the defense  thereof,  jointly
with  any other indemnifying party similarly notified, to the extent that
it  may  wish,  with counsel reasonably satisfactory to such  indemnified
party,  and  after notice from the indemnifying party to such indemnified
party  of its election to so assume the defense thereof, the indemnifying
party  shall  not  be liable to such indemnitee for any  legal  or  other
expenses  subsequently  incurred by the latter  in  connection  with  the
defense  thereof  other  than  reasonable  costs  of  investigation.   No
indemnifying party shall consent to entry of any judgment or  enter  into
any  settlement without the consent of the indemnified party  which  does
not  include as an unconditional term thereof the giving by the  claimant
or plaintiff to such indemnified party of a release from all liability in
respect of such claim or litigation.

     (d)   Indemnification  similar to that specified  in  the  preceding
subsections of this Section 8 (with appropriate modifications)  shall  be
given  by  RBF and the sellers of Registrable Securities with respect  to
any  required registration or other qualification of securities under any
Federal  or state law or regulation of any governmental authority,  other
than the Securities Act.

     (e)   If the indemnification provided for in this Section 8 from the
indemnifying  party is unavailable to an indemnified party  hereunder  in
respect  of any losses, claims, damages, liabilities or expenses referred
to   herein,   then   the  indemnifying  party,  to   the   extent   such
indemnification is unavailable, in lieu of indemnifying such  indemnified
party, shall contribute to the amount paid or payable by such indemnified
party  as  a  result  of  such losses, claims,  damages,  liabilities  or
expenses  in  such proportion as is appropriate to reflect  the  relative
fault  of  the  indemnifying party and indemnified parties in  connection
with   the  actions  that  resulted  in  such  losses,  claims,  damages,
liabilities  or  expenses. The relative fault of such indemnifying  party
and  indemnified parties shall be determined by reference to, among other
things,  whether any action in question, including any untrue or  alleged
untrue  statement of a material fact or omission or alleged  omission  to
state  a  material  fact,  has been made by, or  relates  to  information
supplied  by,  such indemnifying party or indemnified  parties,  and  the
parties'  relative  extent  of  knowledge,  access  to  information   and
opportunity to correct or prevent such action. The amount paid or payable
by  a  party as a result of the losses, claims, damages, liabilities  and
expenses referred to above shall be deemed to include any legal or  other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

     The parties hereto agree that it would not be just and equitable  if
contribution pursuant to this Section 8(e) were determined  by  pro  rata
allocation or by any other method of allocation that does no take account
of  the equitable considerations referred to in the immediately preceding
paragraph.  No Person guilty of fraudulent misrepresentation (within  the
meaning  of  Section 10(f) of the Securities Act) shall  be  entitled  to
contribution from any Person.

     If   indemnification  is  available  under  this  Section   8,   the
indemnifying parties shall indemnify each indemnified party to  the  full
extent  provided in Sections 8(a) and 8(b) without regard to the relative
fault  of  said indemnifying parties or indemnified party  or  any  other
equitable consideration provided for in this Section 8.

     (f)  The indemnification or contribution required by this Section  8
shall  be  made  by  periodic payments of the amount thereof  during  the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

     9.    Covenants Relating to Rule 144.  RBF covenants that  it  shall
use its best efforts to file the reports required to be filed by it under
the  Securities  Exchange  Act of 1934, as amended,  and  the  rules  and
regulations  of  the  Commission thereunder for so long  as  RBF  becomes
obligated to file such reports (or, if RBF  ceases to be required to file
such  reports,  it shall, upon the request of any Holder,  make  publicly
available  other information so that Rule 144 shall be available  to  any
Holder),  and  it  shall, if feasible, take such further  action  as  any
Holder  may reasonably request, all to the extent required from  time  to
time  to  enable  such  Person  to  sell Registrable  Securities  without
registration  under  the  Securities Act within  the  limitation  of  the
exemptions  provided  by (a) Rule 144 or Rule 144A under  the  Securities
Act,  as  such Rules may be amended from time to time, or (b) any similar
rules  or  regulations  hereafter adopted by  the  Commission.  Upon  the
request  of  any  Holder,  RBF shall deliver to  such  Person  a  written
statement as to whether it has complied with such requirement.

     10.  Miscellaneous.

     (a)    Specific  Performance.  The parties hereto  acknowledge  that
there may be no adequate remedy at law if any party fails to perform  any
of  its  obligations  hereunder and that each party  may  be  irreparably
harmed  by  any  such failure, and accordingly agree that each  party  in
addition  to any other remedy to which it may be entitled at  law  or  in
equity,  shall  be  entitled  to  compel  specific  performance  of   the
obligations  of  any other party under this Agreement in accordance  with
the terms and condition of this Agreement.

     (b)   Notices. All notices, requests, claims, demands,  waivers  and
other communications hereunder shall be in writing and shall be deemed to
have  been duly given when delivered by hand, if delivered personally  by
courier,  or  by telecopy or ten (10) days after being deposited  in  the
mail  (registered  or  certified mail, postage  prepaid,  return  receipt
requested)  as  follows:  if to RBF, to it at 901 Threadneedle,  Houston,
Texas 77029, Attention: Steven A. Webster, and if to Stockholders to them
at                                                         ,   Attention:
,  and  if to a Holder, to its address as indicated on RBF's register  or
stock  ledger or other books or records, or to such other address as  any
such  Holder may have furnished to RBF in writing in accordance herewith,
except  the  notices  of change of address shall be effective  only  upon
receipt.

     (c)  Governing Law and Arbitration. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK. Any dispute arising out of or in relation to this Agreement or  the
activities  conducted  hereunder (whether tort  or  otherwise)  shall  be
finally and exclusively resolved by arbitration in New York, New York, in
accordance  with  the  Rules of Arbitration of the  American  Arbitration
Association  by three arbitrators. The arbitration shall be conducted  in
the  English language, and each arbitrator shall have English as  his  or
her first (mother-tongue) language. Disputes involving sums less than  US
$25,000.00 shall be resolved on the basis of document submission alone by
one  arbitrator. All decisions of the arbitrator(s) shall be in  writing,
and  the arbitrator(s) shall provide written reasons for their decisions.
The arbitration shall be final and binding on the parties. The prevailing
party  shall  be  entitled  to recover from the losing  party  reasonable
expenses, attorneys' fees and costs.

     (d)   Headings. The descriptive headings of the several sections and
paragraphs  of this Agreement are inserted for convenience only,  and  do
not  constitute a part of this Agreement and shall not affect in any  way
the meaning or interpretation of this Agreement.

     (e)   Entire  Agreement; Amendments. This Agreement  and  the  other
writings  referred to herein or delivered pursuant hereto  which  form  a
part  hereof  and  contain the entire understanding of the  parties  with
respect  to  its  subject  matter. This Agreement  supersedes  all  prior
agreements  and  understandings between the parties with respect  to  its
subject matter. This Agreement may be amended and the observance  of  any
term of this Agreement may be waived (either generally or in a particular
instance  and  either retroactively or prospectively) only by  a  written
instrument   duly   executed  by  RBF,  Stockholders  and   any   Holder.
Stockholders  and  any other Holder shall be bound  by  an  amendment  or
waiver  authorized by this Section 10(e), whether or not any  Registrable
Securities  held by such Person shall have been marked to  indicate  such
consent.

     (f)   Assignability of Registration Rights. The rights and  benefits
accruing to, and the obligations of, any Holder hereunder shall be freely
assignable  in  connection  with and shall  attach  to  any  transfer  of
Registrable  Securities to any Person provided that any of  such  rights,
benefits and obligation, shall be effective only to the extent set  forth
herein  and that, except as set forth in Section 4, no individual  Holder
of  a Registrable Security shall have any rights, benefits or obligations
hereunder  unless  such  individual  holder  constitutes  a  Holder;  and
provided  further that any Holder effecting a transfer of the rights  set
forth  in  this  Agreement, or who has knowledge that any  such  transfer
would cause any other Person or group of Persons to have the rights of  a
Holder,  shall provide RBF with notice of such transfer and the  identity
of such Person or Persons.

     (g)   Counterparts. This Agreement may be entered into in any number
of  counterparts, and by the parties to it on separate counterparts, each
of  which when so executed and delivered shall be an original, but all of
which together shall constitute one and the same instrument.

     (h)    Severability. If any one or more of the provisions  contained
herein, or the application thereof in any circumstances, is held invalid,
illegal  or  unenforceable in any respect for any reason,  the  validity,
legality and enforceability of any such provision in every other  respect
and  of the remaining provisions hereof shall not be in any way impaired,
it  being  intended that all of the rights of Stockholders or  any  other
Holder shall be enforceable to the fullest extent permitted by law.

     (i)   Written Consent. RBF, Stockholders and each Holder agree  that
whenever  in this Agreement the written consent of any party is required,
such written consent shall not be unreasonably withheld or delayed.

     IN  WITNESS WHEREOF, the parties have executed this Agreement as  of
the date first written above.

                                   R&B FALCON CORPORATION


                                   By:______________________
                                   Name:
                                   Title:

                                   STOCKHOLDERS:

                                   _________________________
                                   KENNETH STAGE

                                   _________________________
                                   T. GEORGE DELSA

                                   _________________________
                                   VIAL J. LeBLANC

                                   _________________________
                                   DR. WILLIAM T. BARFIELD




                             EXHIBIT A

                      PLAN OF DISTRIBUTION

     The  Common  Stock  may be sold from time to  time  by  the  selling
stockholders, or by pledgees, donees, transferees or other successors  in
interest.  Such sales may be made on one or more exchanges or in the over-
the-counter  market, or otherwise at prices and at terms then  prevailing
or  at  prices related to the then current market price, or in negotiated
transactions.  The  shares may be sold by one or more of  the  following:
(a)  a  block trade in which the broker or dealer so engaged will attempt
to  sell the shares as agent but may position and resell a portion of the
block  as  principal to facilitate the transaction; (b)  purchases  by  a
broker or dealer as principal and resale by such broker or dealer for its
account  pursuant  to  this Prospectus; (c) an exchange  distribution  in
accordance  with  the rules of such exchange; and (d) ordinary  brokerage
transactions  and  transactions in which the broker solicits  purchasers.
In  addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to this Prospectus. From time to time the selling stockholders may engage
in  short  sales,  short sales versus the box, puts and calls  and  other
transactions in securities of the issuer or derivatives thereof, and  may
sell and deliver the shares in connection therewith.

     In  effecting  sales,  brokers or dealers  engaged  by  the  selling
stockholders  may  arrange for other brokers or dealers  to  participate.
Brokers  or  dealers will receive commissions or discounts  from  selling
stockholders in amounts to be negotiated immediately prior to  the  sale.
The  selling  stockholders and agents who execute orders on their  behalf
may be deemed to be underwriters as that term is defined in Section 2(11)
of  the  Act  and  a  portion of any proceeds  of  sales  and  discounts,
commissions  or  other  compensation may be  deemed  to  be  underwriting
compensation for purposes of the Act.