EXHIBIT 10.59


     EMPLOYEE OPTIONEE: ROBERT F. FULTON

    Date:  As of February 16, 1995
    Number of Shares Subject to Option: 90,000

                          FALCON DRILLING COMPANY, INC.

                  AMENDED AND RESTATED STOCK OPTION AGREEMENT

    I.Incentive Stock Option

    1.Grant of Incentive Stock Option.  Pursuant to the provisions  of  the
Falcon  Drilling Company, Inc. 1995 Stock Option Plan (the "Plan"), and  in
compliance with the provisions of Section 422 of the Internal Revenue  Code
of  1986, as may be amended from time to time, the Company hereby grants to
the  Participant  named above, subject to the terms and conditions  of  the
Plan and subject further to the terms and conditions herein set forth,  the
option ("ISO") to purchase 30,000 shares of common stock ("Stock"), at  the
purchase  price  of  $10.00  per share, such  ISO  to  be  exercisable  and
exercised as hereinafter provided.

    2.Specific Terms and Conditions.

    (a)   Exercise  of ISO.  Subject to the other terms of  this  Agreement
regarding  the  exercisability of this ISO, this ISO may  be  exercised  in
accordance with the following:

                                       This ISO Shall be Exercisable
                                       with Respect to the Following
         On or After this Date         Cumulative Number of Shares
         ---------------------         -----------------------------
                2/16/96                           10,000
                2/16/97                           10,000
                2/16/98                           10,000

    This  ISO  may  be exercised, to the extent exercisable by  its  terms,
from  time  to time in whole or in part at any time prior to the expiration
thereof.   Any  exercise shall be accompanied by a written  notice  to  the
Company  specifying  the number of shares as to which  this  ISO  is  being
exercised.

    (b)    Notification  of  Disqualifying  Disposition.   The  Participant
hereby agrees to notify the Company in writing in the event shares acquired
pursuant to the exercise of this ISO are transferred, other than by will or
by  the  laws of descent and distribution, within two years after the  date
indicated  above  or  within one year after the  issuance  of  such  shares
pursuant to such exercise.

    II.  Nonqualified Stock Option

    1.Grant  of  Nonqualified Stock Option.  Pursuant to the provisions  of
the  Plan,  the  Company hereby grants to the Participant, subject  to  the
terms  and  conditions of the Plan and subject further  to  the  terms  and
conditions herein set forth, the option ("NQSO") to purchase 60,000  shares
of  Stock,  at  a  purchase price of $10.00 per  share,  such  NQSO  to  be
exercisable and exercised as hereinafter provided.

    2.Exercise  of  NQSO.   Subject to the other terms  of  this  Agreement
regarding  the exercisability of this NQSO, this NQSO may be  exercised  in
accordance with the following:

                                           This NQSO Shall be Exercisable
                                           with Respect to the Following
          On or After this Date            Cumulative Number of Shares
          ---------------------            ------------------------------
                 2/16/96                               20,000
                 2/16/97                               20,000
                 2/16/98                               20,000

    This  NQSO  may be exercised, to the extent exercisable by  its  terms,
from  time  to time in whole or in part at any time prior to the expiration
thereof.   Any  exercise shall be accompanied by a written  notice  to  the
Company  specifying  the number of shares as to which this  NQSO  is  being
exercised.

    III. General Terms and Conditions

    1.Payment  of  Purchase  Price  Upon Exercise.   At  the  time  of  any
exercise  of an ISO or NQSO, the purchase price of the shares as  to  which
any such option shall be exercised shall be paid in full to the Company  in
cash, provided, that with the consent of the Company and in accordance with
the  Plan,  some or all of the purchase price may be in the form  of  Stock
already  owned  by  the Participant or other consideration  (including  the
relinquishment of a portion of the ISO or NQSO).

    2.Expiration Date.  This Option (inclusive of ISO's and NQSO's  granted
hereunder) shall expire ten years from the date indicated above.

    3.Exercise  in  the  Event  of  Death, Disability,  or  Termination  of
Employment.   (i)   If the Participant's employment terminates  because  of
(a)  involuntary  termination of employment by  the  Participating  Company
other than for cause, as determined by the Board in its sole discretion, or
(b)  retirement in accordance with the terms and conditions of a retirement
plan  adopted by the Participating Company; he or she may exercise  his  or
her  ISO  and/or NQSO to the extent that he or she shall have been entitled
to  do  so at the date of the termination of his or her employment, at  any
time,  or  from  time to time, within three months after the  date  of  the
termination  of  his  or her employment or within such  other  period,  and
subject to such terms and conditions as the Committee may specify, but  not
later than the expiration date specified in Section III.2.

    (ii)   If  the  Participant dies while an Employee of  a  Participating
Company,  his or her ISO and/or NQSO may be exercised, to the  extent  that
the Participant shall have been entitled to do so on the date of his or her
death  or  such  termination  of employment,  by  his  or  her  Beneficiary
including,  if applicable, his or her executors or administrators,  at  any
time,  or  from  time to time, within three months after the  date  of  the
Participant's death or within such other period, and subject to such  terms
and  conditions  as  the  Committee may specify,  but  no  later  than  the
expiration date specified in Section III.2.

    (iii)   If  the  Participant's employment by  a  Participating  Company
terminates  because of his or her Total Disability, he or she may  exercise
his  or  her ISO and/or NQSO, to the extent that he or she shall have  been
entitled  to do so at the date of the termination of his or her employment,
at  any  time, or from time to time, within one year after the date of  the
termination  of  his  or her employment or within such  other  period,  and
subject to such terms and conditions as the Committee may specify, but  not
later than the expiration date specified in Section III.2.

    4.Nontransferability.  No ISO or NQSO shall be transferable other  than
by will or by the laws of descent and distribution.  During the lifetime of
the  Participant,  any  ISO  or  NQSO shall  be  exercisable  only  by  the
Participant  or,  in  the event of the Disability  of  the  Participant,  a
legally constituted representative of the Participant.

    5.Adjustments.   Subject  to  Section  9(b)  of  the   Plan,   if   the
outstanding  shares  of Stock of the Company are increased,  decreased,  or
exchanged for a different number or kind of shares or other securities,  or
if  additional  shares or new or different shares or other  securities  are
distributed  with  respect  to such shares of Stock  or  other  securities,
through  merger,  consolidation, sale of all or substantially  all  of  the
property     of     the    Company,    reorganization,    recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution  with respect to such shares of Stock or other securities,  an
appropriate  and proportionate adjustment shall be made in (i)  the  number
and  kind of shares or other securities subject to the outstanding Options,
and  (ii)  the  price for each share or other unit of any other  securities
subject  to  outstanding Options without change in the  aggregate  purchase
price  or  value as to which such Options remain exercisable or subject  to
restrictions.  Any adjustment under this Section III.5 will be made by  the
Board,  whose  determination as to what adjustments will be  made  and  the
extent  thereof  will  be  final, binding and  conclusive.   No  fractional
interests will be issued under the Plan resulting from any such adjustment.
Any  adjustment so made shall be final and binding upon the Participant and
his or her Beneficiary.

    6.No Rights as Stockholder.  The Participant shall have no rights as  a
stockholder with respect to any shares of Stock subject to any ISO or  NQSO
prior  to  the  date  of  issuance  to him  or  her  of  a  certificate  or
certificates for such shares.

    7.No  Right  to Continued Employment.  This Agreement shall not  confer
upon the Participant any right with respect to continuance of employment by
any  Participating Company nor shall it interfere in any way with the right
of  any  Participating Company to terminate his or her  employment  at  any
time.

    8.Compliance  with  Law  and  Regulations.   This  Agreement  and   the
obligation  of  the Company to sell and deliver shares of  Stock  hereunder
shall  be  subject  to  all applicable federal and state  laws,  rules  and
regulations and to such approvals by any government or regulatory agency as
the  Committee shall determine are required.  If at any time the  Committee
shall determine that (i) the listing, registration or qualification of  the
shares of Stock subject or related thereto upon any securities exchange  or
under  any  state  or federal law, or (ii) the consent or approval  of  any
government or regulatory body, or (iii) an agreement by the recipient of an
award  with  respect to the disposition of shares of Stock is necessary  or
desirable as a condition of or in connection with the issue or purchase  of
shares of Stock hereunder, such Option may not be exercised in whole or  in
part unless such listing, registration, qualification, consent, approval or
agreement  shall have been effected or obtained free of any conditions  not
acceptable to the Committee.  Moreover, an ISO or NQSO may not be exercised
if its exercise or the receipt of shares of Stock pursuant thereto would be
contrary to applicable law.

    9.Tax  Withholding Requirements.  The Company shall have the  right  to
require  the  Participant to remit to the Company an amount  sufficient  to
satisfy  any federal, state or local withholding tax requirements prior  to
the delivery of any certificate or certificates for Stock.

    10.    Investment  Representation.   The  Committee  may  require   the
Participant to furnish to the Company, prior to the issuance of any  shares
of  Stock  upon  the exercise of all or any part of any  ISO  or  NQSO,  an
agreement  (in  such  form  as the Committee  may  specify)  in  which  the
Participant  represents that the shares acquired by him upon  exercise  are
being  acquired  for  investment  and not  with  a  view  to  the  sale  or
distribution thereof.

    IV.  Miscellaneous

    1.Participant  Bound  by  Plan.   The Participant  hereby  acknowledges
receipt  of a copy of the Plan and agrees to be bound by all the terms  and
provisions  thereof.  All capitalized terms not defined herein  shall  have
the same meaning as defined under the Plan.

    2.Notices.   Any notice hereunder to the Company shall be addressed  to
it  at  its office, 1900 West Loop South, Suite 1910, Houston, Texas 77027,
Attention: Chairman, and any notice hereunder to the Participant  shall  be
addressed  to  him  or  her  at subject to the right  of  either  party  to
designate at any time hereafter in writing some other address.

    3.Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall constitute one and the same instrument.

    IN  WITNESS  WHEREOF,  Falcon Drilling Company, Inc.  has  caused  this
Agreement  to be executed by a duly authorized officer and the  Participant
has  executed  this Agreement both as of the 15th day of April,  1996,  but
effective as of the day and year first above written.

                                       FALCON DRILLING COMPANY, INC.


                                       By:__________________________
                                       Name:  Steven A. Webster
                                       Title:    Chairman and CEO
    _____________________(L.S.)
    Participant
    Robert F. Fulton