Exhibit 4.1

               Form of R&B Falcon's Common Stock Certificate

NUMBER
C

This Certificate is Transferable                               COMMON STOCK
 in New York, New York                                       PAR VALUE $.01

                                                                     SHARES

                          R&B FALCON CORPORATION
           INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                         SEE REVERSE FOR CERTAIN DEFINITIONS

                    SEE LEGEND ENDORSED ON REVERSE SIDE

THIS CERTIFIES THAT


IS THE OWNER OF

        FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

                           CERTIFICATE OF STOCK
R&B  Falcon  Corporation (hereinafter called the Corporation), transferable
on  the books of the Corporation by the holder hereof in person or by  duly
authorized  attorney upon surrender of this certificate properly  endorsed.
This  certificate is not valid unless countersigned by the  Transfer  Agent
and registered by the Registrar.
     Witness, the seal of the Corporation and the signatures of its duly
authorized officers.

DATED:

                          R&B FALCON CORPORATION
                                 CORPORATE
                                   SEAL
                                   1997

                                 DELAWARE

SECRETARY                              CHIEF EXECUTIVE OFFICER AND PRESIDENT

                                                        AUTHORIZED SIGNATURE

                                                TRANSFER AGENT AND REGISTRAR

                          R&B FALCON CORPORATION

      The  Corporation is authorized to issue shares of more than one class
and  to  issue shares in more than one series of at least one  class.   The
Corporation will furnish without charge to each stockholder who so requests
a   statement  of  the  powers,  designations,  preferences  and  relative,
participating, optional or other special rights of each class of  stock  or
series  thereof  of the Corporation and the qualifications, limitations  or
restrictions of such preferences and/or rights.  Such request may  be  made
to the Corporation or to the transfer agent.

      The following abbreviations, when used in the inscription on the face
of  this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

  TEN COM-as tenants in common            UNIF GIFT MIN ACT ___Custodian_____
  TEN ENT-as tenants by the entireties                   (Cust.)      (Minor)
  JT TEN-as joint tenants with right
         of survivorship and not as
         tenants                             under Uniform Gifts to Minors
         in common                           Act_____________________
                                                   (State)

   Additional abbreviations may also be used though not in the above list.

     For value received, ________________________hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR  OTHER
   IDENTIFYING NUMBER OF ASSIGNEE


            PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
__________________________________________________________________   shares
of  the  capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_________________________________________________________________  Attorney
to  transfer  the  said stock on the books of the within-named  Corporation
with full power of substitution in the premises.

Dated,_____________________________

                              X_______________________________________
                                         (Signature)
                NOTICE:

            The signature(s) to this
            assignment must corres-
            pond with the name(s) as
            written upon the face of
            the certificate in every
            particular without alter-
            ation or enlargement or
            any change whatever.

                              X_______________________________________
                                         (Signature)

                              The  signature(s) should be guaranteed by  an
                              "Eligible  Guarantor Institution" as  defined
                              in rule 17Ad-15 under the Securities Exchange
                              Act of 1934 as amended.

                              SIGNATURE(S) GUARANTEED BY:

  This certificate also evidences and entitles the holder hereof to certain
Rights  as set forth in the Rights Agreement between R&B Falcon Corporation
and  American Stock Transfer & Trust Company, dated as of December 23, 1997
(the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal offices of R&B
Falcon  Corporation.   Under certain circumstances, as  set  forth  in  the
Rights  Agreement,  such Rights will be evidenced by separate  certificates
and   will  no  longer  be  evidenced  by  this  certificate.   R&B  Falcon
Corporation  will  mail to the holder of this certificate  a  copy  of  the
Rights  Agreement,  as  in  effect on the date of mailing,  without  charge
promptly  after  receipt  of  a written request  therefor.   Under  certain
circumstances set forth in the Rights Agreement, Rights issued to, or  held
by,  any Person who is, was or becomes an Acquiring Person or any Affiliate
or  Associate thereof (as such terms are defined in the Rights  Agreement),
whether  currently held by or on behalf of such Person or by any subsequent
holder, may become null and void.

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933.  AS AMENDED, AND HAVE BEEN ISSUED  PURSUANT  TO  A
CLAIM  OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVIDISIONS  OF
THE  FEDERAL  AND  STATE SECURITIES LAWS BASED, IN PART, ON  AN  INVESTMENT
REPRESENTATION ON THE PART OF THE HOLDER THEREOF.  THESE SECURITIES MAY NOT
BE  SOLD,  PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED  WITHOUT
COMPLIANCE  WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.