Exhibit 10.81
                                                                     
                       R&B FALCON CORPORATION
                       STOCK OPTION AGREEMENT

          This  Stock Option Agreement ("Agreement") is made  between
R&B Falcon Corporation, a Delaware corporation ("Company"), and W. K.
Hillin ("Optionee") as of  February 11, 1999 (the "Effective Date").

                             WITNESSETH:

          WHEREAS,  the  Committee which administers the  R&B  Falcon
Corporation  1998  Employee  Long-Term Incentive  Plan  ("Plan")  has
selected  the  Optionee to receive a nonqualified stock option  under
the  terms  of the Plan as an incentive to the Optionee to remain  in
the  employ of the Company and contribute to the performance  of  the
Company, on the terms and subject to the conditions provided herein;

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

          1.    As used herein, the terms set forth below shall  have
the following respective meanings:
     
          (a)  "Disability"  means  Disability  as  defined  in  the
               Employment Agreement;  and

          (b)  "Employment  Agreement" means that certain  Employment
               Agreement  dated  March 25, 1998 between the  Optionee
               and the Company.
     
          2.    The  option awarded hereunder is issued in accordance
with  and  subject to all of the terms, conditions and provisions  of
the Plan and administrative interpretations thereunder, if any, which
have  been  adopted by the Committee and are in effect  on  the  date
hereof.  Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Plan.

          3.    On  the terms and subject to the conditions contained
herein,  the  Company hereby grants to the Optionee  an  option  (the
"Option")  for  a  term  of ten years ending  on  February  11,  2009
("Option Period") to purchase from the Company 45,497 shares ("Option
Shares") of the Company's Common Stock, at a price equal to $6.25 per
share.

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

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

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

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

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

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

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

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

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

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

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

          14.   Notwithstanding any of the other  provisions  hereof,
the  Optionee agrees that he or she will not exercise the Option, and
that  the  Company will not be obligated to issue any shares pursuant
to  this Agreement, if the exercise of the Option or the issuance  of
such  shares  of  Common Stock would constitute a  violation  by  the
Optionee  or by the Company of any provision of any law or regulation
of any governmental authority or any national securities exchange.
          
          15.  This Agreement is subject to the Plan, a copy of which
will be provided the to Optionee upon written request.  The terms and
provisions of the Plan (including any subsequent amendments  thereto)
are  incorporated herein by reference.  In the event  of  a  conflict
between  any  term  or  provision contained  herein  and  a  term  or
provision  of the Plan,  the applicable terms and provisions  of  the
Plan  will  govern and prevail.  All definitions of words  and  terms
contained in the Plan shall be applicable to this Agreement.

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

          IN  WITNESS WHEREOF, this Agreement is effective as of  the
11th day of February, 1999.

                              R&B FALCON CORPORATION

                              By:_______________________________
                              Its:_______________________________

                    
                              OPTIONEE

                              ___________________________________
                              W. K. Hillin