EXHIBIT 10.78


                  AFFILIATE LETTER FOR AFFILIATES OF FDC

R&B Falcon Corporation
1900 West Loop South
Suite 1800
Houston, Texas  77027

Falcon Drilling Company, Inc.
1900 West Loop South
Suite 1800
Houston, Texas  77027

Reading & Bates Corporation
901 Threadneedle
Suite 2000
Houston, Texas  77079


Ladies and Gentlemen:

     I have been advised that as of the date of this letter I may be deemed
to  be  an  "affiliate"  of  Falcon  Drilling  Company,  Inc.,  a  Delaware
corporation ("FDC"), as the term "affiliate" is (i) defined for purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules
and   Regulations")  of  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the Securities Act of 1933, as amended  (the  "Act"),
and/or (ii) used in and for purposes of Accounting Series Releases No.  130
and  No. 135, as amended, of the Commission.  Pursuant to the terms of  the
Agreement  and  Plan  of  Merger, dated as of July 10,  1997  (the  "Merger
Agreement"),  among  R&B Falcon Corporation, a Delaware  corporation  ("Par
ent"),  FDC Acquisition Corp., a Delaware corporation ("SubF"),  Reading  &
Bates Acquisition Corp., a Delaware corporation ("SubR"), FDC and Reading &
Bates  Corporation, a Delaware corporation ("R&B"), pursuant to  which  (i)
SubF will be merged with and into FDC, with FDC continuing as the surviving
corporation (the "FDC Merger"), (ii) SubR will be merged with and into R&B,
with  R&B  continuing as the surviving corporation (the  "R&B  Merger"  and
together with the FDC Merger, the "Mergers"), and (iii) each of FDC and R&B
will become a subsidiary of Parent and stockholders of each of FDC and  R&B
will  become stockholders of Parent.  Capitalized terms used in this letter
without  definition shall have the meanings assigned to them in the  Merger
Agreement.

     As  a  result of the FDC Merger, I may receive shares of common stock,
par  value $.01 per share, of Parent (the "Parent Common Stock").  I  would
receive  such Parent Stock in exchange for shares (or upon exercise  of  op
tions for shares) owned by me of common stock, par value $.01 per share  of
FDC (the "FDC Common Stock").

1.  I hereby represent, warrant and covenant to Parent, FDC and R&B that in
the  event I receive any shares of Parent Common Stock as a result  of  the
FDC Merger:

A.  I shall not make any offer, sale, pledge, transfer or other disposition
of  the shares of Parent Common Stock in violation of the Act or the  Rules
and Regulations.

B.   I  have  carefully  read  this letter and  the  Merger  Agreement  and
discussed   the  requirements  of  such  documents  and  other   applicable
limitations upon my ability to sell, transfer or otherwise dispose  of  the
shares  of  Parent  Common Stock, to the extent I felt necessary,  with  my
counsel or counsel for FDC.

C.   I  have been advised that the issuance of the shares of Parent  Common
Stock  to  me  pursuant  to  the FDC Merger has been  registered  with  the
Commission under the Act on a Registration Statement on Form S-4.  However,
I  have also been advised that, because at the time the Merger is submitted
for  a vote of the stockholders of FDC, (a) I may be deemed to be an affili
ate  of  FDC and (b) the distribution by me of the shares of Parent  Common
Stock  has  not been registered under the Act, I may not sell, transfer  or
otherwise dispose of the shares of Parent Common Stock issued to me in  the
FDC  Merger unless (i) such sale, transfer or other disposition is made  in
conformity with the volume and other limitations of Rule 145 promulgated by
the Commission under the Act, (ii) such sale, transfer or other disposition
has been registered under the Act or (iii) in the opinion of counsel reason
ably  acceptable  to  Parent,  or  a "no action"  letter  obtained  by  the
undersigned from the staff of the Commission such sale, transfer  or  other
disposition is otherwise exempt from registration under the Act.

D.   I  understand  that  except as provided for in the  Merger  Agreement,
Parent is under no obligation to register the sale, transfer or other dispo
sition  of the Parent Stock by me or on my behalf under the Act or,  except
as  provided in paragraph 2(A) below, to take any other action necessary in
order   to  make  compliance  with  an  exemption  from  such  registration
available.

E.   I  also  understand that stop transfer instructions will be  given  to
FDC's  transfer  agent  with  respect to the shares  of  FDC  Common  Stock
currently held and to Parent's transfer agent with respect to the shares of
Parent  Common  Stock issued to me in the FDC Merger,  and  there  will  be
placed on the certificates for such shares of Parent Common Stock, a legend
stating in substance:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
     TRANSACTION  TO  WHICH RULE 145 PROMULGATED UNDER THE  SECURITIES
     ACT  OF 1933 APPLIES.  THE SHARES REPRESENTED BY THIS CERTIFICATE
     MAY  ONLY  BE  TRANSFERRED IN ACCORDANCE WITH  THE  TERMS  OF  AN
     AGREEMENT DATED [          ], 1997 BETWEEN THE REGISTERED  HOLDER
     HEREOF,  FALCON DRILLING COMPANY, INC., READING &  BATES  CORPORA
     TION AND R&B FALCON CORPORATION, A COPY OF WHICH AGREEMENT IS  ON
     FILE AT THE PRINCIPAL OFFICES OF R&B FALCON CORPORATION."

F.   I also understand that unless a sale or transfer is made in conformity
with  the  provisions of Rule 145, or pursuant to a registration statement,
Parent  reserves the right to put the following legend on the  certificates
issued to my transferee:

          "THE  SHARES REPRESENTED BY THIS CERTIFICATE HAVE  NOT  BEEN
     REGISTERED  UNDER  THE SECURITIES ACT OF 1933 AND  WERE  ACQUIRED
     FROM  A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH
     RULE  145  PROMULGATED UNDER THE SECURITIES ACT OF 1933  APPLIES.
     THE  SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW  TO,
     OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN
     THE  MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT  BE  SOLD,
     PLEDGED  OR  OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE  WITH  AN
     EXEMPTION  FROM  THE REGISTRATION REQUIREMENTS OF THE  SECURITIES
     ACT OF 1933."

G.   I  further represent to, and covenant with Parent, FDC and R&B that  I
will not, during the 30 days prior to the Effective Time, sell, transfer or
otherwise dispose of or reduce my risk (as contemplated by the SEC  Account
ing Series Release No. 135) with respect to shares of FDC Common Stock that
I  may  hold and, furthermore, that I will not sell, transfer or  otherwise
dispose  of  or  reduce my risk (as contemplated by SEC  Accounting  Series
Release  No.  135)  with  respect to the shares  of  Parent   Common  Stock
received  by me in the FDC Merger or any other shares of the capital  stock
of  Parent  until after such time as results covering at least 30  days  of
operations  of  Parent have been published by Parent,  in  the  form  of  a
quarterly  earnings report, an effective registration statement filed  with
the  Commission, a report to the Commission on Form 10-K, 10-Q or  8-K,  or
any other public filing or announcement which includes the combined results
of  operations of FDC and R&B (the period commencing 30 days prior  to  the
Effective  Time  and  ending on the date of the publication  of  the  post-
Mergers  financial results is referred to herein as the "Pooling  Period").
Parent  shall  notify the "affiliates" of the publication of such  results.
Notwithstanding the foregoing, I understand that during the  aforementioned
period, subject to providing written notice to Parent, I will not be prohib
ited  from selling up to 10% of the shares of Parent Common Stock (the "10%
Shares")  received by me or the shares of FDC Common Stock owned by  me  or
making  charitable contributions or bona fide gifts of the shares of Parent
Common Stock received by me or the shares of FDC Common Stock owned by  me,
subject  to  the same restrictions.  The 10% Shares shall be calculated  in
accordance with SEC Accounting Series Release No. 135 as amended  by  Staff
Accounting Bulletin No. 76.  I covenant with Parent that I will  not  sell,
transfer  or otherwise dispose of any 10% Shares during the period  commenc
ing  from  the  Effective Time and ending on the last day  of  the  Pooling
Period  except in compliance with Rule 145(d)(i) under the Act or  pursuant
to charitable contributions or bona fide gifts.

H.   Execution of this letter should not be considered an admission  on  my
part that I am an "affiliate" of FDC as described in the first paragraph of
this  letter,  nor as a waiver of any rights I may have to  object  to  any
claim that I am such an affiliate on or after the date of this letter.

2.   By Parent's acceptance of this letter, Parent hereby agrees with me as
follows:

A.   For  so long as and to the extent necessary to permit me to  sell  the
shares  of  Parent  Common Stock pursuant to Rule 145 and,  to  the  extent
applicable,  Rule  144 under the Act, Parent shall (a) use  its  reasonable
best  efforts to (i) file, on a timely basis, all reports and data required
to  be  filed  with  the Commission by it pursuant to  Section  13  of  the
Securities  Exchange Act of 1934, as amended and (ii) furnish  to  me  upon
request  a  written statement as to whether Parent has complied  with  such
reporting requirements during the 12 months preceding any proposed sale  of
the  shares of Parent Common Stock by me under Rule 145, and (b)  otherwise
use  its  reasonable efforts to permit such sales pursuant to Rule 145  and
Rule 144.

B.   It  is  understood and agreed that certificates with the  legends  set
forth  in  paragraphs  E  and F above will be substituted  by  delivery  of
certificates  without such legend if (i) one year shall have  elapsed  from
the  date  the undersigned acquired the Parent Stock received  in  the  FDC
Merger  and  the  provisions of Rule 145(d)(2) are then  available  to  the
undersigned,  (ii)  two  years  shall  have  elapsed  from  the  date   the
undersigned acquired the shares of Parent Common Stock received in the  FDC
Merger  and  the  provisions of Rule 145(d)(3) are then applicable  to  the
undersigned,  or  (iii) Parent has received either an opinion  of  counsel,
which  opinion  and  counsel shall be reasonably satisfactory  to  R&B  and
Parent, or a "no-action" letter obtained by the undersigned from the  staff
of  the Commission, to the effect that the restrictions imposed by Rule 144
and Rule 145 under the Act no longer apply to the undersigned.

                                           Very truly yours,


                                         ________________________________
                                         Name:  Robert F. Fulton


Agreed and accepted this __ day
of ___________, 1997, by

R&B FALCON CORPORATION


By: _______________________________
     Name:
     Title:

READING & BATES CORPORATION


By: ________________________________
     Name:
     Title:

FALCON DRILLING COMPANY, INC.


By: ________________________________
      Name:
      Title: