EXHIBIT 10.30




                     Dated  2 June  2000
                     -------------------


                   R&B FALCON CORPORATION            (1)

                            and

                SOVEREIGN CORPORATE LIMITED          (2)


                    ----------------------
                    CONTINGENT UNDERTAKING
                    ----------------------


                         Norton Rose



                           Contents

Clause                                                     Page

1  Interpretation                                            1

2  Undertaking                                               2

3  Payments and Taxes                                        5

4  Representations and warranties                            7

5  Undertakings                                             10

6  Benefit of this Undertaking                              11

7  Notices and other matters                                12

8  Law and jurisdiction                                     13


THIS UNDERTAKING is dated 2 June 2000 and made BETWEEN:

(1)    R&B  FALCON  CORPORATION a Delaware corporation  whose  principal
       place  of business is situate at 901 Threadneedle, Houston, Texas
       77079  (the  "Lessee  Parent",  which  expression  includes   its
       successors); and

(2)    SOVEREIGN CORPORATE LIMITED a company incorporated in England and
       Wales whose registered office is situated at Sovereign House, 298
       Deansgate,  Manchester  M3 4HH  (the "Lessor",  which  expression
       includes its successors and permitted transferees and assignees).

WHEREAS:

(A)    by  a  lease agreement (the "Lease") dated 2 June 2000  and  made
       between the Lessor (1) and R&B Falcon Deepwater (UK) Limited (the
       "Lessee")  (2) the Lessor has agreed to lease and the Lessee  has
       agreed  to  take on lease the Rig (as defined in the Lease)  upon
       the terms and conditions therein mentioned; and

(B)    the  execution  and delivery of this Undertaking is  one  of  the
       conditions precedent to the Lessor leasing the Rig to the  Lessee
       pursuant to the Lease.

IT IS AGREED as follows:

1      Interpretation

1.1    Defined expressions

       In  this  Undertaking, unless the context otherwise  requires  or
       unless   otherwise  defined  in  this  Undertaking,   words   and
       expressions  defined  in the Lease and used in  this  Undertaking
       shall have the same meaning where used in this Undertaking.

1.2    Definitions

       In this Undertaking, unless the context otherwise requires:

       "Ancillary  Lease  Security  Documents"  means  notes,  bills  of
       exchange, certificates of deposit and other negotiable  and  non-
       negotiable   instruments,  guarantees,  indemnities   and   other
       assurances  against  financial loss and any  other  documents  or
       instruments  which  contain or evidence an  obligation  (with  or
       without security) to pay, discharge or be responsible directly or
       indirectly for, any indebtedness or liabilities of the Lessee  or
       any  other  person  liable  for the  Contingent  Liabilities  and
       includes  any  documents or instruments creating or evidencing  a
       mortgage,  charge  (whether  fixed or  floating),  pledge,  lien,
       hypothecation, assignment, trust arrangement or security interest
       of any kind;

       "Contingent  Liabilities"  means  all  moneys,  obligations   and
       liabilities  expressed to be undertaken by the Lessee  Parent  in
       clause 2.1;

       "Excluded  Liabilities" means all the liabilities and obligations
       of  the Lessee to the Lessor under the Lease assumed from time to
       time  by  the Payment Bank pursuant to the Payment Agreement  and
       the  Letter  of  Credit and in respect of which  liabilities  and
       obligations  the  Lessee has from time to  time  been  granted  a
       release  whether  pursuant to the Lessee Release  Letter  or  any
       other  arrangement  agreed  between the  Lessor  and  the  Lessee
       including,  without  limitation, clause  25.1  (a)(i)(F)  of  the
       Lease;

       "Incapacity"   means,  in  relation  to  a  body  corporate   the
       insolvency, liquidation, dissolution, winding-up, administration,
       receivership, amalgamation, reconstruction or other incapacity of
       that   body  corporate  whatsoever  (and,  in  the  case   of   a
       partnership,   includes  the  termination  or   change   in   the
       composition of the partnership);

       "Indenture  Obligations"  has  the  meaning  ascribed   to   that
       expression in the Proceeds Deed;

       "Relevant Jurisdiction" means any jurisdiction in which or  where
       the  Lessee  Parent is incorporated, resident, domiciled,  has  a
       permanent  establishment, carries on, or has a place of  business
       or to which it is otherwise effectively connected; and

       "Undertaking"  includes each separate or independent  stipulation
       or agreement by the Lessee Parent contained in this Undertaking.

1.3    Headings

       Clause  headings  and  the  table of contents  are  inserted  for
       convenience  of  reference  only and  shall  be  ignored  in  the
       interpretation of this Undertaking.

1.4    Construction of certain terms

       In this Undertaking, unless the context otherwise requires:

1.4.1  references  to clauses are to be construed as references  to  the
       clauses of this Undertaking;

1.4.2  references to (or to any specified provision of) this Undertaking
       or  any  other document shall be construed as references to  this
       Undertaking, that provision or that document as in force for  the
       time  being  and as amended from time to time in accordance  with
       the terms thereof, or, as the case may be, with the agreement  of
       the relevant parties;

1.4.3  words  importing the plural shall include the singular  and  vice
       versa;

1.4.4  references to a time of day are to London time;

1.4.5  references to a person shall be construed as including references
       to an individual, firm, company, corporation, unincorporated body
       of persons or any Government Entity; and

1.4.6  references to an "undertaking" include references to an indemnity
       or  other  assurance  against financial loss  including,  without
       limitation,  any obligation to purchase assets or services  as  a
       consequence  of  a  default  by  any  other  person  to  pay  any
       Indebtedness and "undertaken" shall be construed accordingly; and

1.4.7  references to any enactment shall be deemed to include  reference
       to such enactment as re-enacted, amended or extended.

2      Undertaking

2.1    Covenant to pay

       In  consideration of the Lessor agreeing to lease the Rig to  the
       Lessee  pursuant to the Lease the Lessee Parent hereby undertakes
       to  pay  to the Lessor, on demand by the Lessor, all moneys  and,
       subject  to  the  paragraph below, discharge all obligations  and
       liabilities now on hereafter due, owing or incurred by the Lessee
       to  the  Lessor under or pursuant to the Lease and/or any of  the
       other Lease Documents (including, without limitation, all Rental,
       Termination  Sum, interest, fees, costs, charges  and  expenses),
       when  the  same become due for payment or discharge,  whether  by
       acceleration or otherwise and whether such moneys, obligations or
       liabilities   are   express  or  implied,  present,   future   or
       contingent,  joint  or several incurred as principal  or  surety,
       originally owing to the Lessor or purchased or otherwise acquired
       by  it,  denominated  in Sterling or in any  other  currency,  or
       incurred in any other manner whatsoever.

       Notwithstanding the above (and without prejudice to the indemnity
       obligations  of  the  Lessee Parent  in  clause  2.2)  where,  in
       relation to clauses 9.4(c), 11.2(d), 17.5(a), 18.3(a) and 29.2 of
       the  Lease the Lessee is obliged to release the Rig from  arrest,
       the  Lessee Parent shall not be liable to perform the obligations
       of the Lessee relating to release of the Rig from arrest pursuant
       to such clauses should the Lessee fail to perform its obligations
       under  such clauses where the performance of such clauses by  the
       Lessee  Parent  would  require the Lessee  Parent  to  discharge,
       release  or assume any Indebtedness of the Lessee, the  existence
       of  which  has given rise to the arrest of the Rig, but  in  such
       circumstances the Lessee Parent shall be liable to the Lessor for
       any  costs and expenses which the Lessor may incur or any damages
       the  Lessor may suffer as a result of the breach of any  of  such
       clauses by the Lessee.

       Such liabilities shall, without limitation, include interest  (as
       well  after as before judgment) to date of payment at the Default
       Rate,  commission, fees and other changes and all legal and other
       costs,  charges and expenses on a full and unqualified  indemnity
       basis which may be incurred by the Lessor in relation to any such
       moneys, obligations or liabilities or generally in respect of the
       Lessee,  the  Lessee  Parent  or  any  Ancillary  Lease  Security
       Documents.

2.2    Lessee Parent as principal obligor; indemnity

       As  a  separate  and independent stipulation, the  Lessee  Parent
       agrees  that  if  any purported obligation or  liability  of  the
       Lessee which would have been the subject of this Undertaking  had
       it  been  valid and enforceable is not or ceases to be  valid  or
       enforceable  against the Lessee on any ground whatsoever  whether
       or  not  known to the Lessor (including, without limitation,  any
       irregular exercise or absence of any corporate power or  lack  of
       authority of, or breach of duty by, any person purporting to  act
       on behalf of the Lessee or any legal or other limitation, whether
       under  the  Limitation  Acts or otherwise or  any  disability  or
       Incapacity  or any change in the constitution of the Lessee)  the
       Lessee  Parent  shall nevertheless be liable  to  the  Lessor  in
       respect of that purported obligation or liability as if the  same
       were  fully valid and enforceable and the Lessee Parent were  the
       principal  obligor in respect thereof.  The Lessee Parent  hereby
       agrees to keep the Lessor fully indemnified on demand against all
       damages,  losses, costs and expenses arising from any failure  of
       the  Lessee to perform or discharge any such purported obligation
       or liability.

2.3    Excluded Liabilities

       The Lessor agrees that the liabilities of the Lessee Parent under
       clauses  2.1  and 2.2 shall not include the Excluded  Liabilities
       and the Lessor further agrees that to the extent such liabilities
       are in respect of Excluded Liabilities the amount of any claim by
       the Lessor against the Lessee Parent under this Undertaking shall
       be reduced by the amount of any such Excluded Liabilities.

2.4    Statements of account conclusive

       Any  certificate  or  determination  of  the  Lessor  as  to  the
       Contingent  Liabilities shall, in the absence of manifest  error,
       be  binding  and conclusive on and against the Lessee Parent  but
       such certificate or determination shall not over-ride the express
       provisions of the Financial Schedule.

2.5    No security taken by Lessee Parent

       The Lessee Parent warrants that it has not taken or received, and
       undertakes  that  until  all the Contingent  Liabilities  of  the
       Lessee have been paid or discharged in full, it will not take  or
       receive, the benefit of any security from the Lessee or any other
       person in respect of its obligations under this Undertaking.

2.6    Interest

       The  Lessee Parent agrees to pay interest on each amount demanded
       of  it  under this Undertaking from the date of such demand until
       payment  (as  well after as before judgment) at the Default  Rate
       which  rate  shall  apply to this Undertaking  mutatis  mutandis.
       Such interest shall be compounded monthly in the event of it  not
       being  paid  when demanded but without prejudice to the  Lessor's
       right to require payment of such interest.

2.7    Continuing security and other matters

       This undertaking shall:

2.7.1  secure the ultimate balance from time to time owing to the Lessor
       by the Lessee and shall be a continuing security, notwithstanding
       any settlement of account or other matter whatsoever;

2.7.2  be  in addition to any present or future Ancillary Lease Security
       Documents,  right or remedy held by or available to  the  Lessor;
       and

2.7.3  not  be in any way prejudiced or affected by the existence of any
       such Ancillary Lease Security Documents, rights or remedies or by
       the   same   becoming  wholly  or  in  part  void,  voidable   or
       unenforceable  on any ground whatsoever or by the Lessor  dealing
       with, exchanging, varying or failing to perfect or enforce any of
       the  same or giving time for payment or indulgence or compounding
       with any other person liable.

2.8    Liability unconditional

       The  liability  of the Lessee Parent shall not  be  affected  nor
       shall this Undertaking be discharged or reduced by reason of:

2.8.1  the  Incapacity or any change in the name, style or  constitution
       of the Lessee or any other person liable;

2.8.2  the  Lessor  granting any time, indulgence or concession  to,  or
       compounding with, discharging, releasing or varying the liability
       of,   the   Lessee  or  any  other  person  liable  or  renewing,
       determining, varying or increasing any accommodation, facility or
       transaction  or  otherwise dealing with the same  in  any  manner
       whatsoever or concurring in, accepting or varying any compromise,
       arrangement or settlement or omitting to claim or enforce payment
       from the Lessee or any other person liable; or

2.8.3  any  act  or omission which would not have discharged or affected
       the liability of the Lessee Parent had it been a principal debtor
       instead  of a Lessee Parent or by anything done or omitted  which
       but  for  this  provision might operate to exonerate  the  Lessee
       Parent.

2.9    Ancillary Lease Security Documents

       The  Lessor shall not be obliged to make any claim or  demand  on
       the Lessee or to resort to any Ancillary Lease Security Documents
       or  other  means of payment now or hereafter held by or available
       to  it  before enforcing this Undertaking and no action taken  or
       omitted by the Lessor in connection with any such Ancillary Lease
       Security  Documents  or other means of payment  shall  discharge,
       reduce,  prejudice or affect the liability of the  Lessee  Parent
       under  this Undertaking nor shall the Lessor be obliged to  apply
       any  money or other property received or recovered in consequence
       of  any  enforcement or realisation of any such  Ancillary  Lease
       Security Documents or other means of payment in reduction of  the
       Contingent Liabilities.

2.10   Waiver of Lessee Parent's rights

       Until all the Contingent Liabilities and all amounts owing to the
       Lessor  under  the Lease Documents have been paid, discharged  or
       satisfied  in full (and notwithstanding payment of a dividend  in
       any  liquidation  or  under any compromise  or  arrangement)  the
       Lessee  Parent agrees that, without the prior written consent  of
       the Lessor, it will not:

2.10.1 exercise  its rights of subrogation, reimbursement and  indemnity
       against the Lessee or any other person liable;

2.10.2 after  the  occurrence  of  a Relevant  Event  demand  or  accept
       repayment  in  whole  or  in  part of  any  indebtedness  now  or
       hereafter  due to the Lessee Parent from the Lessee or  from  any
       other  person  liable  or demand or accept  any  Ancillary  Lease
       Security Documents in respect of the same or dispose of the same;

2.10.3 take  any  step  to enforce any right against the Lessee  or  any
       other person liable in respect of any Contingent Liabilities; or

2.10.4 claim any set-off or counterclaim against the Lessee or any other
       person liable or claim or prove in competition with the Lessor in
       the  liquidation of the Lessee or any other person liable or have
       the  benefit  of,  or share in, any payment from  or  composition
       with,  the  Lessee  or  any  other person  liable  or  any  other
       Ancillary Lease Security Documents now or hereafter held  by  the
       Lessor  for any Contingent Liabilities or for the obligations  or
       liabilities  of  any  other person liable  but  so  that,  if  so
       directed  by the Lessor, it will prove for the whole or any  part
       of its claim in the liquidation of the Lessee or any other person
       liable  on terms that the benefit of such proof and of all  money
       received by it in respect thereof shall be held on trust for  the
       Lessor  and  applied in or towards discharge  of  the  Contingent
       Liabilities in such manner as the Lessor shall deem appropriate.

2.11   Suspense accounts

       Any  money received in connection with this Undertaking  (whether
       before  or  after  any  Incapacity of the Lessee  or  the  Lessee
       Parent)  prior  to  payment  or discharge  in  full  of  all  the
       Contingent Liabilities may be placed to the credit of a  suspense
       account  with  a view to preserving the rights of the  Lessor  to
       prove for the whole of its claims against the Lessee or any other
       person  liable  or may be applied in or towards  satisfaction  of
       such of the Contingent Liabilities as the Lessor may from time to
       time conclusively determine in its absolute discretion.

2.12   Settlements conditional

       Any  release,  discharge or settlement between the Lessee  Parent
       and the Lessor shall be conditional upon no security, disposition
       or payment to the Lessor by the Lessee or any other person liable
       being  void, set aside or ordered to be refunded pursuant to  any
       enactment   or   law   relating   to   bankruptcy,   liquidation,
       administration  or insolvency or for any other reason  whatsoever
       and if such condition shall not be fulfilled the Lessor shall  be
       entitled  to  enforce this Undertaking subsequently  as  if  such
       release,  discharge or settlement had not occurred and  any  such
       payment had not been made.

2.13   Lessee Parent to deliver up certain property

       If,  contrary to clauses 2.5 or 2.10 the Lessee Parent  takes  or
       receives the benefit of any security or receives or recovers  any
       money  or  other property, such security, money or other property
       shall  be held on trust for the Lessor and shall be delivered  to
       the Lessor on demand.

2.14   Retention of this Undertaking

       The Lessor shall be entitled to retain this Undertaking after  as
       well  as  before  the payment or discharge of all the  Contingent
       Liabilities for such period as the Lessor may determine.

3      Payments and Taxes

3.1    No set-off or counterclaim

       All  payments  to  be  made  by  the  Lessee  Parent  under  this
       Undertaking  shall  be  made  in full,  without  any  set-off  or
       counterclaim whatsoever and, subject as provided in  clause  3.2,
       free and clear of any deductions or withholdings, in Sterling  on
       the  due  date  to  the  account of the  Lessor  referred  to  in
       clause 8.1 of the Lease.

3.2    Grossing up for Taxes

3.2.1  If  at  any  time  any applicable law, regulation  or  regulatory
       requirement,  (whether or not having the  force  of  law  but  in
       respect   of  which  compliance  by  banks  or  other   financial
       institutions or institutions of a similar nature to the Lessor in
       the   relevant  jurisdiction  as  generally  customary)  or   any
       governmental authority, monetary agency or central bank  requires
       any deduction or withholding in respect of Taxes from any payment
       due to the Lessor under this Undertaking the Lessee Parent shall:

(a)    increase  the  payment  in  respect of  which  the  deduction  or
       withholding  is required to the extent necessary to ensure  that,
       after  the  making of such deduction or withholding,  the  Lessor
       receives on the due date for such payment a net sum equal to  the
       sum  which  it  would  have received had  no  such  deduction  or
       withholding been required to be made;

(b)    the  Lessee Parent shall pay to the relevant authority within the
       period for payment permitted by applicable law the full amount of
       the deduction or withholding (including, but without prejudice to
       the generality of the foregoing, the full amount of any deduction
       or  withholding from any increased amount paid pursuant  to  this
       clause 3.2); and

(c)    the  Lessee Parent shall furnish to the Lessor within the  period
       for  payment  permitted by applicable law,  appropriate  receipts
       evidencing  payment  to  the relevant authority  of  all  amounts
       deducted or withheld as aforesaid.

3.2.2  If  the  Lessor  determines  in its  absolute  discretion  acting
       reasonably  and  in good faith that the Lessor has  retained  and
       utilised  a tax benefit by reason of any deduction or withholding
       as  aforesaid  (and  the  Lessor shall endeavour  to  realise  or
       receive   such  a  tax  benefit  provided  it  is  not  otherwise
       disadvantaged  by  doing  so), which, in  the  Lessor's  absolute
       discretion  acting reasonably and in good faith is  referable  to
       any  deduction or withholding as aforesaid, subject to the Lessee
       Parent  having  complied with clause 3.2.1, the Lessor  will,  as
       soon  as  reasonably  practicable thereafter,  reimburse  to  the
       Lessee  Parent the payment, or such part of the payment  as  will
       leave  the Lessor (after such reimbursement) in no better and  no
       worse position than it would have been in if no such deduction or
       withholding had been required to be made, provided always that:

(a)    the  Lessor shall give a certificate setting out the basis of the
       computation  of  the  amount of any tax benefit  referred  to  in
       clause 3.2.2;

(b)    the   Lessor  shall  have  an  absolute  discretion  as  to   the
       arrangement of its Taxation affairs and, in particular, the order
       in  which  it  employs or claims credit, refunds  and  allowances
       available to it;

(c)    if,  following  any  such reimbursement by the  Lessor,  the  tax
       benefit  in  respect  of  which such reimbursement  was  made  is
       disallowed in whole or in part by any applicable taxing or  other
       authority,  the  Lessee Parent shall, upon  demand,  pay  to  the
       lessor the amount necessary to restore the after tax position  of
       the  Lessor  to  that which it would have been had no  adjustment
       under this proviso (iii) been necessary; and

(d)    the  Lessor  shall not be obliged to make any such  reimbursement
       if,  by doing so, it would contravene the terms of any applicable
       notice, direction or requirement (having the force of law).

3.3    Currency indemnity

       If  any sum due from the Lessee Parent under this Undertaking  or
       any order or judgment given or made in relation hereto has to  be
       converted  from the currency (the "first currency") in which  the
       same  is  payable under this Undertaking or under such  order  or
       judgment  into another currency (the "second currency")  for  the
       purpose  of  (a)  making or filing a claim or proof  against  the
       Lessee Parent, (b) obtaining an order or judgment in any court or
       other  tribunal or (c) enforcing any order or judgment  given  or
       made  in  relation to this Undertaking, the Lessee  Parent  shall
       indemnify and hold harmless the Lessor from and against any  loss
       suffered  as a result of any difference between (i) the  rate  of
       exchange  used  for such purpose to convert the sum  in  question
       from  the  first currency into the second currency and  (ii)  the
       rate or rates of exchange at which the Lessor may in the ordinary
       course  of  business purchase the first currency with the  second
       currency  upon  receipt of a sum paid to it in  satisfaction,  in
       whole  or  in part, of any such order, judgment, claim or  proof.
       Any amount due from the Lessee Parent under this clause 3.2 shall
       be  due  as a separate debt and shall not be affected by judgment
       being obtained for any other sums due under or in respect of this
       Undertaking and the term "rate of exchange" includes any  premium
       and costs of exchange payable in connection with the purchase  of
       the first currency with the second currency.

4      Representations and warranties

4.1    Continuing representations and warranties

       The Lessee Parent represents and warrants that:

4.1.1  Due incorporation

       the  Lessee  Parent  and  the  other Relevant  Parties  are  duly
       incorporated  and  validly  existing  under  the  laws   of   the
       respective countries or states of their incorporation as  limited
       liability  companies (or, in the case of the  Lessee,  a  private
       limited  company)  and have power to carry  on  their  respective
       businesses  as  they are now being conducted  and  to  own  their
       respective property and other assets;

4.1.2  Corporate power to Undertaking

       the  Lessee Parent has power to execute, deliver and perform  its
       obligations  under  this  Undertaking; all  necessary  corporate,
       shareholder  and  other action has been taken  to  authorise  the
       execution, delivery and performance of the same and no limitation
       on the powers of the Lessee Parent to borrow or give undertakings
       will be exceeded as a result of this Undertaking;

4.1.3  Binding obligations

       this   Undertaking   constitutes  valid   and   legally   binding
       obligations  of the Lessee Parent enforceable in accordance  with
       its  terms  and  each  of  the  other  Relevant  Documents,  upon
       execution and delivery thereof, will constitute the legal,  valid
       and  binding  obligations of each Relevant  Party  and  the  SDDI
       Contract constitutes legal, valid and binding obligations of  the
       relevant parties thereto;

4.1.4  No conflict with other obligations

       the execution and delivery of, the performance of its obligations
       under, and compliance with the provisions of, this Undertaking by
       the Lessee Parent will not (i) contravene any existing applicable
       law,  statute,  rule  or regulation or any  judgment,  decree  or
       permit to which the Lessee Parent is subject, (ii) conflict with,
       or  result in any breach of any of the terms of, or constitute  a
       default  under, any agreement or other instrument  to  which  the
       Lessee  Parent is a party or is subject or by which it or any  of
       its  property  is  bound, (iii) contravene or conflict  with  any
       provision  of  the  Lessee  Parent's incorporation  documents  or
       (iv) result in the creation or imposition of or oblige the Lessee
       Parent  or  any of its Subsidiaries to create any Encumbrance  on
       any  of  the  Lessee Parent's or its Subsidiaries'  undertakings,
       assets, rights or revenues;

4.1.5  No litigation

       no litigation, arbitration or administrative proceeding is taking
       place, pending or, to the knowledge of the officers of the Lessee
       Parent,  threatened  against  the  Lessee  Parent  or  the  other
       Relevant  Parties  which, if adversely determined  could  have  a
       material  adverse  effect on the business,  assets  or  financial
       condition of the Lessee Group taken as a whole;

4.1.6  Financial statements correct and complete

       the  audited  financial statements of the Lessee Parent  and  the
       audited consolidated financial statements of the Lessee Group  in
       respect  of  the  financial year ended on  31  December  1999  as
       delivered  to  the Lessor have been prepared in  accordance  with
       Relevant  GAAP which have been consistently applied  and  present
       fairly and accurately the consolidated financial position of  the
       Lessee  Parent and the Lessee Group respectively as at such  date
       and  the  consolidated results of the operations  of  the  Lessee
       Group  for the financial year ended on such date and, as at  such
       date, neither the Lessee Parent nor any of the other companies in
       the  Lessee Group had any significant liabilities (contingent  or
       otherwise) or any unrealised or anticipated losses which are  not
       disclosed  by,  or  reserved against or  provided  for  in,  such
       financial statements;

4.1.7  No filings required

       it   is   not   necessary  to  ensure  the  legality,   validity,
       enforceability  or admissibility in evidence of this  Undertaking
       that  it  or any other instrument be notarised, filed,  recorded,
       registered  or enrolled in any court, public office or  elsewhere
       in  any Relevant Jurisdiction or that any stamp, registration  or
       similar tax or charge be paid in any Relevant Jurisdiction on  or
       in relation to this Undertaking and this Undertaking is in proper
       form   for  its  enforcement  in  the  courts  of  each  Relevant
       Jurisdiction;

4.1.8  Choice of law

       the  choice  by the Lessee Parent of English law to  govern  this
       Undertaking  and  the  submission by the  Lessee  Parent  to  the
       non-exclusive  jurisdiction of the English courts are  valid  and
       binding;

4.1.9  No immunity

       neither  the  Lessee Parent nor any of its assets is entitled  to
       immunity  on  the  grounds of sovereignty or otherwise  from  any
       legal   action  or  proceeding  (which  shall  include,   without
       limitation,  suit,  attachment prior to  judgment,  execution  or
       other enforcement); and

4.1.10 Consents obtained

       every   consent,  authorisation,  licence  or  approval  of,   or
       registration  with  or  declaration to,  governmental  or  public
       bodies  or  authorities or courts required by the Lessee  Parent,
       the  Lessee, the Owner or SDDI to authorise, or required  by  the
       Lessee Parent, the Lessee, the Owner or SDDI in connection  with,
       the    execution,    delivery,   validity,   enforceability    or
       admissibility  in  evidence  of  this  Undertaking,   the   Lease
       Documents,  the Hire Purchase Agreement and the SDDI Contract  or
       the  performance by the Lessee Parent, the Lessee, the Owner  and
       SDDI of their respective obligations under this Undertaking,  the
       Lease  Documents,  the  Hire  Purchase  Agreement  and  the  SDDI
       Contract  has  been  obtained or made and is in  full  force  and
       effect  and  there has been no default in the observance  of  the
       conditions  or restrictions (if any) imposed in, or in connection
       with, any of the same.

4.2    Initial representations and warranties

       The Lessee Parent further represents and warrants that:

4.2.1  No material adverse change

       there  has  been  no  material adverse change  in  the  financial
       position of the Lessee Parent and the Lessee Group from that  set
       forth in the financial  statements referred to in clause 4.1.6;

4.2.2  Pari passu

       the  obligations of the Lessee Parent under this Undertaking  are
       direct,  general  and  unconditional obligations  of  the  Lessee
       Parent  and  rank at least pari passu with all other present  and
       future  unsecured and unsubordinated Indebtedness of  the  Lessee
       Parent save for obligations mandatorily preferred by law and  not
       by contract;

4.2.3  No default under other Indebtedness

       neither  the Lessee Parent nor any of the other Relevant  Parties
       is  (nor would with the giving of notice or lapse of time or  the
       satisfaction  of  any other condition or any combination  thereof
       be)  in  material  breach of or in default  under  any  agreement
       relating  to Indebtedness to which it is a party or by  which  it
       may be bound;

4.2.4  Information

       the  information furnished by the Lessee Parent to the Lessor  in
       connection  with the matters contemplated by, or the  negotiation
       and preparation of, this Undertaking (the "Information") is, with
       regard to matters of fact, in all material respects accurate  and
       not  misleading; and the Lessee Parent has not omitted to provide
       the  Lessor  with  any  information which,  if  disclosed,  might
       reasonably  be expected to adversely affect the decision  of  the
       Lessor to enter into this Undertaking.

       Further,  all assumptions upon which any projections of forecasts
       in  the Information were made after due and careful consideration
       by  the  Lessee  Parent based on the best information  reasonably
       available to the Lessee Parent and, in the Lessee Parent's  view,
       are  fair  and  reasonable  in the context  of  the  Information.
       However:

(i)    certain  statistical  and  rating  information  set  out  in  the
       Information has been supplied by third parties and may  be  based
       on  estimates,  assumptions, subjective judgments or  information
       ("third  party  information") not independently verified  by  the
       Lessee Parent;

(ii)   certain other Information looks ahead and relates to, among other
       things,  anticipated  financial performance, business  prospects,
       strategies,    services,   market   forces,    commitments    and
       technological  developments, and this is necessarily  subject  to
       various  risks  and  uncertainties that could  cause  the  Lessee
       Parent's actual results and experience to differ materially  from
       the   anticipated  results  or  other  expectations  or  opinions
       expressed.

       The  Lessee  Parent undertakes to notify the Lessor  as  soon  as
       reasonably  practicable in writing if the Lessee  Parent  becomes
       aware  at  any  time  that any circumstance has  occurred  which,
       having  not  been  taken into account by  the  Lessee  Parent  or
       disclosed,  would  make  the  Information  materially  untrue  or
       materially inaccurate if repeated at any time until that  day  by
       reference to the facts and circumstances then existing;

4.2.5  No withholding Taxes

       no  Taxes are imposed by withholding or otherwise on any  payment
       to  be  made by the Lessee Parent under this Undertaking  or  are
       imposed  on  or  by virtue of the execution or  delivery  by  the
       Lessee  Parent of this Undertaking or any document or  instrument
       to be executed or delivered under this Undertaking; and

4.2.6  No Relevant Event

       no Relevant Event has occurred and is continuing.

4.3    Repetition of representations and warranties

       On and as of each day from the date of this Undertaking until all
       moneys  due  or  owing by the Lessee under the Lease  and/or  the
       other  Lease  Documents and/or by the Lessee  Parent  under  this
       Undertaking  have been paid in full the Lessee  Parent  shall  be
       deemed to repeat the representations and warranties in clause 4.1
       (and so that for this purpose the representation and warranty  in
       clause  4.1.6  shall refer to the then latest  audited  financial
       statements delivered to the Lessor under clause 5.1) as  if  made
       with  reference to the facts and circumstances existing  on  each
       such day.

5      Undertakings

5.1    General

       The  Lessee  Parent  undertakes  that,  from  the  date  of  this
       Undertaking  and  so  long as any moneys  are  owing  under  this
       Undertaking, it will:

5.1.1  Notice of default

       promptly inform the Lessor of any occurrence of which it  becomes
       aware  which  might adversely affect its ability to  perform  its
       obligations  under  this Undertaking and of  any  Relevant  Event
       forthwith upon becoming aware thereof and will from time to time,
       if  so  requested by the Lessor, confirm to the Lessor in writing
       that,  save as otherwise stated in such confirmation, no Relevant
       Event has occurred and is continuing;

5.1.2  Consents and licences

       without  prejudice to clause 4.1, obtain or cause to be obtained,
       maintain  in  full force and effect and comply  in  all  material
       respects  with the conditions and restrictions (if  any)  imposed
       in,  or in connection with, every consent, authorisation, licence
       or  approval  of governmental or public bodies or authorities  or
       courts  and  do, or cause to be done, all other acts  and  things
       which  may  from  time to time be necessary  or  desirable  under
       applicable  law  for  the continued due performance  of  all  its
       obligations under this Undertaking;

5.1.3  Pari passu

       ensure  that its obligations under this Undertaking shall at  all
       times  rank  at least pari passu with all its other  present  and
       future   unsecured  and  unsubordinated  Indebtedness  with   the
       exception  of any obligations which are mandatorily preferred  by
       law and not by contract;

5.1.4  Financial statements

       prepare   financial   statements  of  the   Lessee   Parent   and
       consolidated  financial  statements  of  the  Lessee   Group   in
       accordance with the Relevant GAAP consistently applied in respect
       of  each financial year and cause the same to be reported  on  by
       its  auditors and prepare unaudited financial statements  of  the
       Lessee Parent and consolidated financial statements of the Lessee
       Group  in respect of each quarter on the same basis as the annual
       statements  and  deliver sufficient copies of  the  same  to  the
       Lessor as soon as practicable but not later than 120 days (in the
       case of audited financial statements) or 60 days (in the case  of
       unaudited  financial statements) after the end of  the  financial
       period to which they relate;

5.1.5  Delivery of reports

       deliver to the Lessor as many copies as the Lessor may reasonably
       require of every report, circular, notice or like document issued
       by  the Lessee Parent to its shareholders or creditors generally,
       in each case at the time of issue thereof;

5.1.6  Provision of other information

       provide  the  Lessor  with such financial and  other  information
       concerning  the  Lessee  Parent and its  Subsidiaries  and  their
       respective affairs as the Lessor may from time to time reasonably
       require; and

5.1.7  Verifying of Indenture Obligations

       from  time  to  time at the request of the Lessor, to  provide  a
       written  statement  certifying  the  outstanding  amount  of  the
       Indenture Obligations secured by the First Mortgage.

5.2    Additional Security

       The  Lessee Parent covenants that it will procure that the Lessee
       provides  any  Additional Security if and when the  same  may  be
       required  pursuant to clause 25 of the Lease in  accordance  with
       the requirements of the said clause 25 of the Lease.

5.3    Undertakings as manager

       The  Lessee  Parent  (in  its capacity as  manager  of  the  Rig)
       undertakes with the Lessor that it will:

5.3.1  not,  without the prior written consent of the Lessor,  take  any
       action  or institute any proceedings or make or assert any  claim
       on  or  in  respect  of the Rig or its Insurances  or  any  other
       property  or  other  assets of the Lessee which  the  Lessor  has
       previously  advised  the  Lessee  Parent  are  subject   to   any
       encumbrance or right of set-off in favour of the Lessor by virtue
       of any of the Relevant Documents;

5.3.2  discontinue  any  such action or proceedings or claim  which  may
       have  been  taken, instituted or made or asserted, promptly  upon
       notice from the Lessor to do so;

5.3.3  perform  its  obligations  under the  Operation  and  Maintenance
       Agreement  and any replacement management agreement made  between
       the Lessee and the Lessee Parent in respect of the Rig and, where
       it  is  obliged under the terms of any such agreement to  provide
       any  information  or copy any document to the Indenture  Trustee,
       provide  the  relevant information or, as the case may  be,  copy
       such document to the Lessor at the same time; and

5.3.4  provide the Lessor with such other information concerning the Rig
       as the Lessor may from time to time reasonably request.

6      Benefit of this Undertaking

6.1    Benefit and burden

       This Undertaking shall be binding upon the Lessee Parent and  its
       successors in title and shall enure for the benefit of the Lessor
       and  its  successors in title and its Assignees and  Transferees.
       The   Lessee  Parent  expressly  acknowledges  and  accepts   the
       provisions of clause 30.2 of the Lease and agrees that any person
       in  favour  of  whom  an  assignment or a  transfer  is  made  in
       accordance  with such clause shall be entitled to the benefit  of
       this Undertaking.

6.2    Changes in constitution or reorganisation of Lessor

       For   the  avoidance  of  doubt  and  without  prejudice  to  the
       provisions  of clause 6.1, this Undertaking shall remain  binding
       on   the   Lessee  Parent  notwithstanding  any  change  in   the
       constitution  of the Lessor or its absorption in, or amalgamation
       with,  or  the  acquisition of all or part of its undertaking  or
       assets   by,   any   other  person,  or  any  reconstruction   or
       reorganisation  of any kind, to the intent that this  Undertaking
       shall remain valid and effective in all respects in favour of any
       assignee, transferee or other successor in title of the Lessor in
       the  same  manner  as  if  such  assignee,  transferee  or  other
       successor in title had been named in this Undertaking as a  party
       instead of, or in addition to, the Lessor.

6.3    No assignment by Lessee Parent

       The Lessee Parent may not assign or transfer any of its rights or
       obligations under this Undertaking.

6.4    Disclosure of information

       The  Lessor  may disclose to a prospective assignee or transferee
       or  to any other person who may propose entering into contractual
       relations  with  the  Lessor  in  relation  to  the  Lease   such
       information about the Lessee Parent as the Lessor shall  consider
       appropriate.

7      Notices and other matters

7.1    Notice

       Every  notice, request, demand or other communication under  this
       Undertaking shall:

7.1.1  be  in  writing  delivered personally or by  first-class  prepaid
       letter (airmail if available) or facsimile transmission or  other
       means of telecommunication in permanent written form;

7.1.2  be deemed to have been received, subject as otherwise provided in
       this  Undertaking  in  the  case  of  a  letter,  when  delivered
       personally or 5 days after it has been put into the post, in  the
       case   of   a   facsimile  transmission   or   other   means   of
       telecommunications  in permanent written form,  at  the  time  of
       despatch  provided that if the date of despatch is not a business
       day in the country of the addressee or if the time of despatch is
       after  the  close of business in the country of the addressee  it
       shall  be deemed to have been received at the opening of business
       on the next such business day); and

7.1.3  be sent:

(a)    to the Lessee Parent at:
       R&B Falcon Corporation
       901 Threadneedle
       Houston
       Texas  77079
       Attention: Chief Financial Officer

(b)    to the Lessor at:

       Sovereign Corporate Limited
       Sovereign House
       298 Deansgate
       Manchester
       M3 4HH
       Fax:      0161 953 3517

       Attention: Corporate Administration Manager

       or  to  such other address or facsimile number as is notified  by
       the  Lessee  Parent  or the Lessor to the  other  party  to  this
       Undertaking.

7.2    No implied waivers, remedies cumulative

       No  failure  or delay on the part of the Lessor to  exercise  any
       power, right or remedy under this Undertaking shall operate as  a
       waiver  thereof, nor shall any single or partial exercise by  the
       Lessor  of  any  power,  right or remedy preclude  any  other  or
       further  exercise  thereof or the exercise of  any  other  power,
       right  or remedy.  The remedies provided in this Undertaking  are
       cumulative and are not exclusive of any remedies provided by law.

7.3    Other undertakings

       The  Lessee  Parent  agrees  to  be  bound  by  this  Undertaking
       notwithstanding that any other person intended to execute  or  to
       be  bound by any other undertaking or assurance under or pursuant
       to  the  Lease may not do so or may not be effectually bound  and
       notwithstanding that such other undertaking or assurance  may  be
       determined  or be or become invalid or unenforceable against  any
       other  person,  whether or not the deficiency  is  known  to  the
       Lessor.

7.4    Expenses

       The  Lessee  Parent agrees to reimburse the Lessor on demand  for
       all  legal  and other costs, charges and expenses on a  full  and
       unqualified indemnity basis which may be incurred by  the  Lessor
       in  relation  to the enforcement of this Undertaking against  the
       Lessee Parent.

8      Law and jurisdiction

8.1    Law

       This  Undertaking  is  governed by  and  shall  be  construed  in
       accordance with English law.

8.2    Submission to jurisdiction

       The  Lessee Parent agrees for the benefit of the Lessor that  any
       legal action or proceedings arising out of or in connection  with
       this  Undertaking against the Lessee Parent or any of its  assets
       may   be   brought   in  the  English  courts,  irrevocably   and
       unconditionally  submits to the jurisdiction of such  courts  and
       irrevocably  designates,  appoints and  empowers  the  Lessee  to
       receive  for it and on its behalf, service of process issued  out
       of  the  English courts in any such legal action or  proceedings.
       The  submission to such jurisdiction shall not (and shall not  be
       construed  so  as  to)  limit  the right  of  the  Bank  to  take
       proceedings against the Lessee Parent in the courts of any  other
       competent  jurisdiction, nor shall the taking of  proceedings  in
       any  one or more jurisdictions preclude the taking of proceedings
       in  any  other jurisdiction, whether concurrently  or  not.   The
       Lessee Parent further agrees that only the courts of England  and
       not those of any other State shall have jurisdiction to determine
       any  claim  which the Lessee Parent may have against  the  Lessor
       arising out of or in connection with this Undertaking.

IN  WITNESS  whereof the parties to this Undertaking  have  caused  this
Undertaking  to  be  duly executed as a deed on  the  date  first  above
written.



EXECUTED as a DEED          )
for and on behalf of        )
R&B FALCON CORPORATION      )
By Tim Nagle                )
its duly authorised officer )     ...........
in the presence of:         )     Officer


 ................................
Witness

Name:

Address:


Occupation:


EXECUTED as a DEED          )
for and on behalf of        )
SOVEREIGN CORPORATE LIMITED )
by John Walker              )
its duly appointed Attorney pursuant to a  )
power of attorney dated 19 May 2000)  ...........
in the presence of:         )     Attorney-in-Fact


 ................................
Witness

Name:

Address:


Occupation: