EXHIBIT 10.69

                  AFFILIATE LETTER FOR AFFILIATES OF R&B


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 Reading & Bates Corporation, a Delaware corporation
("R&B"),  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 ("Parent"), FDC Acquisition
Corp.,  a Delaware corporation ("SubF"), Reading & Bates Acquisition Corp.,
a  Delaware corporation ("SubR"), Falcon Drilling Company, Inc., a Delaware
corporation  ("FDC"), and R&B, pursuant to which (i) SubR  will  be  merged
with  and  into R&B, with R&B continuing as the surviving corporation  (the
"R&B  Merger"),  (ii)  SubF will be merged with  and  into  FDC,  with  FDC
continuing as the surviving corporation (the "FDC Merger" and together with
the R&B 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 R&B 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
options  for shares) owned by me of common stock, par value $.01 per  share
of R&B (the "R&B 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
R&B 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 R&B.

C.    I  have been advised that the issuance of the shares of Parent Common
Stock  to  me  pursuant  to  the R&B 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 R&B, (a) I may be  deemed  to  be  an
affiliate  of  R&B 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 R&B 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  reasonably  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
disposition  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
R&B's  transfer  agent  with  respect to the shares  of  R&B  Common  Stock
currently held and to Parent's transfer agent with respect to the shares of
Parent  Common  Stock issued to me in the R&B 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 & BATED CORPORATION 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
Accounting  Series Release No. 135) with respect to shares  of  R&B  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 R&B 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  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
prohibited from selling up to 10% of the shares of Parent Common Stock (the
"10% Shares") received by me or the shares of R&B 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 R&B 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 commencing 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 R&B 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  R&B
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 shared of Parent Common Stock received in the  R&B
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  FDC  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:  C. A. Donabedian



     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: