EXHIBIT 3.1

             AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                    OF

                          R&B FALCON CORPORATION

   The  undersigned,  Steven A. Webster, certifies that  he  is  the  Chief
Executive  Officer and President, of R&B Falcon Corporation, a  corporation
organized under the laws of the State of Delaware (the "Corporation"),  and
does hereby further certify as follows:

              1.  The name of the Corporation is R&B Falcon Corporation.

              2.  The name of the Corporation under which it was originally
          incorporated was "R&B&F Corporation."

               3. The   original   Certificate  of   Incorporation  of  the
          Corporation was filed in the Office of the Secretary of State  of
          the State of Delaware on July 7, 1997.

               4. The Amended and Restated Certificate of Incorporation was
          duly  adopted  by stockholder written consent in accordance  with
          Sections 228, 242 and 245 of the General Corporation Law  of  the
          State of Delaware.

               5.  The  text  of  the  Certificate of Incorporation of  the
          Corporation as amended hereby is restated to read in its entirety
          as follows:

    FIRST:    The  name  of  the  corporation  is  R&B  Falcon  Corporation
(hereinafter the "Corporation").

   SECOND:  The address of the registered office of the Corporation in  the
State of Delaware is Corporation Service Company, 1013 Centre Road, in  the
City of Wilmington, County of New Castle.  The name of its registered agent
at such address is Corporation Service Company.

   THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity  for  which  a  corporation may be  organized  under  the  General
Corporation  Law of the State of Delaware as set forth in Title  8  of  the
Delaware Code ("GCL").

   FOURTH:  The  total  number  of  shares of all classes of capital  stock
which  the Corporation shall have authority to issue is 600,000,000  shares
which shall be divided into (a) 550,000,000 shares of common stock having a
par  value of $.01 per share (the "Common Stock") and (b) 50,000,000 shares
of  preferred  stock having a par value of $.01 per share  (the  "Preferred
Stock").

   A  description of the different classes of capital stock of the  Corpora
tion,  a  statement of the relative rights of the holders of stock of  such
classes,  and  a  statement  of  the voting powers  and  the  designations,
preferences and relative, participating, optional or other special  rights,
and  qualifications, limitations or restrictions thereof,  of  the  various
classes of capital stock are as follows:

A.   Subject to limitations prescribed by applicable law and the provisions
     of this Article FOURTH, shares of the Preferred Stock may be issued by
     the  Board  of  Directors of the Corporation with such voting  powers,
     full  or  limited and without voting powers, and in such  classes  and
     series   and   with  such  designations,  preferences  and   relative,
     participating,  optional or other special rights, and  qualifications,
     limitations or restrictions thereon, as shall be stated and  expressed
     in the resolution or resolutions providing for the issue of such stock
     adopted   by  the  Board  of  Directors  of  the  corporation,   which
     resolutions  shall be set forth in a Certificate of Designation  which
     shall  be  filed with the Secretary of State of the State of  Delaware
     pursuant to the GCL.

     The  authority of the Board of Directors with respect to  each  series
     shall  include, but not be limited to, determination of the following:
     (i)  the number of shares constituting that series and the distinctive
     designation  of that series; (ii) the dividend rate on the  shares  of
     that  series, whether dividends shall be cumulative, and, if so,  from
     which  date or dates, and the relative rights of priority, if any,  of
     payment  of  dividends on shares of that series;  (iii)  whether  that
     series  shall  have  voting rights, in addition to the  voting  rights
     provided  by  law, and, if so, the terms of such voting  rights;  (iv)
     whether that series shall have conversion privileges, and, if so,  the
     terms  and  conditions  of such conversion, including  provisions  for
     adjustment of the conversion rate in such events as the Board of Direc
     tors  shall  determine; (v) whether or not the shares of  that  series
     shall  be  redeemable, and, if so, the terms and  conditions  of  such
     redemption, including the date or dates upon or after which they shall
     be redeemable, and the amount per share payable in case of redemption,
     which  amount  may  vary under different conditions and  at  different
     redemption  dates; (vi) whether that series shall have a sinking  fund
     for  the redemption or purchase of shares of that series, and, if  so,
     the  terms  and amount of such sinking fund; (vii) the rights  of  the
     shares  of  that  series  in  the event of  voluntary  or  involuntary
     liquidation,  dissolution or winding up of the  Corporation,  and  the
     relative rights of priority, if any, of payment of shares of  that  se
     ries;   and   (viii)  any  other  relative  rights,  preferences   and
     limitations of that series.

B.   A  holder  of  shares  of  Common Stock of the  Corporation  shall  be
     entitled to one vote for each and every share of Common Stock standing
     in  his  name  at any and all meetings of stockholders of the  Corpora
     tion.

C.   There  shall be set forth on the face or back of each certificate  for
     shares  of  capital  stock of the Corporation  a  statement  that  the
     Corporation will furnish without charge to each stockholder who so  re
     quests,  the  designations, preferences and  relative,  participating,
     optional  or  other special rights of each class of capital  stock  or
     series thereof and the qualifications, limitations or restrictions  of
     such preferences and/or rights.

D.   The    designation,   voting   powers,   preferences   and   relative,
     participating, optional and other special rights of the shares  of  an
     initial series of Preferred Stock, and the qualifications, limitations
     or  restrictions  thereof shall be, in addition  to  those  set  forth
     above, as follows:

       1.   Designation  and Amount.  The shares of such  series  shall  be
designated  as "Series A Junior Participating Preferred Stock,"  par  value
$.01  per share (the "Series A Junior Preferred Stock"), and the number  of
shares constituting such series shall be 1,688,000.

       2.   Dividends  and Distributions.  (a) Subject  to  the  prior  and
superior  rights  of the holders of any shares of any series  of  Preferred
Stock ranking prior and superior to the shares of Series A Junior Preferred
Stock  with respect to dividends, the holders of shares of Series A  Junior
Preferred  Stock in preference to the holders of Common Stock  and  of  any
other  junior stock, shall be entitled to receive, when, as and if declared
by  the  Board  of  Directors  out  of funds  legally  available  therefor,
dividends  payable quarterly on the first day of January, April,  July  and
October  (each such date being referred to herein as a "Quarterly  Dividend
Payment  Date"),  commencing on the first Quarterly Dividend  Payment  Date
after  the  first issuance of a share or fraction of a share  of  Series  A
Junior  Preferred  Stock, in an amount per share (rounded  to  the  nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share  amount
of  all  cash  dividends,  and  100 times the aggregate  per  share  amount
(payable  in  kind) of all non-cash dividends or other distributions  other
than  a dividend payable in shares of Common Stock or a subdivision of  the
outstanding  shares  of  Common Stock (by reclassification  or  otherwise),
declared  on  the  Common Stock, since the immediately preceding  Quarterly
Dividend  Payment  Date, or, with respect to the first  Quarterly  Dividend
Payment Date, since the first issuance of any share or fraction of a  share
of  Series A Junior Preferred Stock.  In the event the Corporation shall at
any  time  after  the  record  date for the  initial  distribution  of  the
Corporation's  Preferred  Stock  Purchase Rights  pursuant  to  the  Rights
Agreement   between  the Corporation and American Stock  Transfer  &  Trust
Company,  as Rights Agent (the "Rights Declaration Date"), (i) declare  any
dividend  on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount to which
holders  of  shares  of  Series  A  Junior Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding  sentence
shall  be  adjusted by multiplying such amount by a fraction, the numerator
of  which  is  the number of shares of Common Stock outstanding immediately
after  such event and the denominator of which is the number of  shares  of
Common Stock that were outstanding immediately prior to such event.

       (b)  The Corporation shall declare a dividend or distribution on the
Series  A  Junior  Preferred  Stock  as provided  in  paragraph  (a)  above
immediately  after  it declares a dividend or distribution  on  the  Common
Stock  (other than a dividend payable in shares of Common Stock);  provided
that, in the event no dividend or distribution shall have been declared  on
the  Common Stock during the period between any Quarterly Dividend  Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$1.00  per  share on the Series A Junior Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.

      (c)  Dividends shall begin to accrue and be cumulative on outstanding
shares  of  Series  A  Junior Preferred Stock from the  Quarterly  Dividend
Payment  Date next preceding the date of issue of such shares of  Series  A
Junior Preferred Stock, unless the date of issue of such shares is prior to
the  record  date for the first Quarterly Dividend Payment Date,  in  which
case  dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of holders of
shares  of  Series A Junior Preferred Stock entitled to receive a quarterly
dividend  and  before such Quarterly Dividend Payment Date,  in  either  of
which  events  such dividends shall begin to accrue and be cumulative  from
such  Quarterly Dividend Payment Date.  Accrued but unpaid dividends  shall
not  bear  interest.   Dividends paid on the  shares  of  Series  A  Junior
Preferred  Stock in an amount less than the total amount of such  dividends
at  the time accrued and payable on such shares shall be allocated pro rata
on  a  share-by-share basis among all such shares at the time  outstanding.
The  Board  of  Directors may fix a record date for  the  determination  of
holders  of  shares of Series A Junior Preferred Stock entitled to  receive
payment  of a dividend or distribution declared thereon, which record  date
shall  be  no  more than 60 days prior to the date fixed  for  the  payment
thereof.

       3.   Voting  Rights.   The  holders of shares  of  Series  A  Junior
Preferred Stock shall have the following voting rights:

       (a)   Subject to the provision for adjustment hereinafter set forth,
each  share  of  Series A Junior Preferred Stock shall entitle  the  holder
thereof to 100 votes on all matters submitted to a vote of the stockholders
of  the Corporation.  In the event the Corporation shall at any time  after
the  Rights  Declaration  Date (i) declare any  dividend  on  Common  Stock
payable  in  shares of Common Stock, (ii) subdivide the outstanding  Common
Stock,  or (iii) combine the outstanding Common Stock into a smaller number
of  shares, then in each such case the number of votes per share  to  which
holders  of  shares  of  Series  A  Junior Preferred  Stock  were  entitled
immediately  prior  to  such event shall be adjusted  by  multiplying  such
number  by  a fraction, the numerator of which is the number of  shares  of
Common  Stock outstanding immediately after such event and the  denominator
of  which  is  the  number of shares of Common Stock that were  outstanding
immediately prior to such event.

       (b)   Except as otherwise provided herein, or under applicable  law,
the holders of shares of Series A Junior Preferred Stock and the holders of
shares  of  Common Stock shall vote together as one class  on  all  matters
submitted to a vote of stockholders of the Corporation.

       (c)(i)   If  at any time dividends on any Series A Junior  Preferred
Stock shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning  of  a
period  (a  "default period") that shall extend until such  time  when  all
accrued  and  unpaid dividends for all previous quarterly dividend  periods
and  for  the current quarterly dividend period on all shares of  Series  A
Junior  Preferred Stock then outstanding shall have been declared and  paid
or  set  apart  for payment.  During each default period,  all  holders  of
shares of Series A Junior Preferred Stock together with any other series of
Preferred Stock then entitled to such a vote under the terms of the Amended
and  Restated  Certificate of Incorporation, voting as  a  separate  class,
shall  be  entitled to elect two members of the Board of Directors  of  the
Corporation.

       (ii)  During any default period, such voting right of the holders of
Preferred  Stock  may  be exercised initially at a special  meeting  called
pursuant  to  subparagraph (iii) of this Subsection 3(c) or at  any  annual
meeting of stockholders, and thereafter at annual meetings of stockholders,
provided  that  neither such voting rights nor the  rights  of  holders  of
Preferred  Stock as hereinafter provided to increase in certain  cases  the
authorized number of Directors shall be exercised unless the holders of 25%
in  number  of  shares of Preferred Stock outstanding shall be  present  in
person or by proxy.  The absence of a quorum of the holders of Common Stock
shall  not  affect the exercise by the holders of Preferred Stock  of  such
voting right.  At any meeting at which the holders of Preferred Stock shall
exercise  such  voting right initially during an existing  default  period,
they  shall have the right, voting as a separate class, to elect  Directors
to fill such vacancies, if any, in the Board of Directors as may then exist
up  to  two  (2)  Directors, or, if such right is exercised  at  an  annual
meeting, to elect two (2) Directors.  If the number that may be so  elected
at  any special meeting does not amount to the required number, the holders
of  the  Preferred Stock shall have the right to make such increase in  the
number of Directors as shall be necessary to permit the election by them of
the  required number.  After the holders of the Preferred Stock shall  have
exercised  their right to elect Directors in any default period and  during
the  continuance  of  such period, the number of  Directors  shall  not  be
increased or decreased except by vote of the holders of Preferred Stock  as
herein  provided or pursuant to the rights of any equity securities ranking
senior to or pari passu with the Series A Junior Preferred Stock.

       (iii)   Unless  the  holders of Preferred  Stock  shall,  during  an
existing  default period, have previously exercised their  right  to  elect
Directors,  the  Board  of  Directors may  order,  or  any  stockholder  or
stockholders owning in the aggregate not less than 10% of the total  number
of  shares  of  Preferred Stock outstanding, irrespective  of  series,  may
request  the Chairman or the Chief Executive Officer call a special meeting
of  the holders of Preferred Stock, which meeting shall thereupon be called
by  such person.  Notice of such meeting and of any annual meeting at which
holders  of  Preferred Stock are entitled to vote pursuant to this  Section
3(c)(iii)  shall  be given to each holder of record of Preferred  Stock  by
mailing  a  copy  of  such notice to him at his last address  as  the  same
appears on the books of the Corporation.  Such meeting shall be called  for
a time not earlier than 10 days and not later than 60 days after such order
or  request.  In the event such meeting is not called within 60 days  after
such  order or request, such meeting may be called on a similar  notice  by
any  stockholder or stockholders owning in the aggregate not less than  10%
of  the  total  number  of shares of Preferred Stock outstanding.   Notwith
standing the provisions of this Section 3(c)(iii), no such special  meeting
shall be called during the period within 60 days immediately preceding  the
date fixed for the next annual meeting of the stockholders.

       (iv)   In any default period, the holders of Common Stock, and other
classes  of  stock of the Corporation if applicable, shall continue  to  be
entitled  to  elect  the whole number of Directors  until  the  holders  of
Preferred Stock shall have exercised their right to elect two (2) Directors
voting  as  a  separate class, after the exercise of which  right  (x)  the
Directors  so elected by the holders of Preferred Stock shall  continue  in
office  until their successors shall have been elected by such  holders  or
until  the  expiration of the default period, and (y) any  vacancy  in  the
Board  of Directors may (except as provided in Section 3(c)(ii)) be  filled
by vote of a majority of the remaining Directors theretofore elected by the
class  which  elected the Director whose office shall have  become  vacant.
References  in this Section 3(c)(iv) to Directors elected by  a  particular
class  shall include Directors elected by such Directors to fill  vacancies
as provided in clause (y) of the foregoing sentence.

       (d)   Immediately upon the expiration of a default period,  (x)  the
right  of  the  holders of Preferred Stock, as a separate class,  to  elect
Directors shall cease, (y) the term of any Directors elected by the holders
of  Preferred  Stock,  as a separate class, shall terminate,  and  (z)  the
number  of  Directors shall be such number as may be provided  for  in,  or
pursuant  to,  the  Amended and Restated Certificate  of  Incorporation  or
Bylaws  irrespective  of any increase made pursuant to  the  provisions  of
Section  3(c)(ii) (such number being subject, however, to change thereafter
in any manner provided by law or in the Amended and Restated Certificate of
Incorporation or Bylaws).  Any vacancies in the Board of Directors effected
by  the provisions of clauses (y) and (z) in the preceding sentence may  be
filled  by a majority of the remaining Directors, even though less  than  a
quorum.

       (e)   Except  as  set forth herein or as otherwise provided  in  the
Certificate  of  Incorporation, holders of Series A Junior Preferred  Stock
shall have no special voting rights and their consent shall not be required
(except  to  the  extent they are entitled to vote with holders  of  Common
Stock as set forth herein) for taking any corporate action.

       4.  Certain Restrictions. (a)  Whenever quarterly dividends or other
dividends  or distributions payable on the Series A Junior Preferred  Stock
as  provided in Section 2 are in arrears, thereafter and until all  accrued
and  unpaid dividends and distributions, whether or not declared, on shares
of  Series  A  Junior Preferred Stock outstanding shall have been  paid  in
full, the Corporation shall not:

              (i)   declare  or  pay  or set  apart  for  payment  any
     dividends  or  make  any other distributions  on,  or  redeem  or
     purchase  or  otherwise  acquire,  directly  or  indirectly,  for
     consideration any shares of any class of stock of the Corporation
     ranking  junior  (either  as to dividends  or  upon  liquidation,
     dissolution  or  winding  up) to the Series  A  Junior  Preferred
     Stock;

              (ii)   declare  or pay dividends on or  make  any  other
     distributions on any shares of stock ranking on a parity  (either
     as  to dividends or upon liquidation, dissolution or winding  up)
     with  the Series A Junior Preferred Stock, except dividends  paid
     ratably  on  the  Series A Junior Preferred Stock  and  all  such
     parity  stock  on which dividends are payable or  in  arrears  in
     proportion to the total amounts to which the holders of all  such
     shares are then entitled;

              (iii)   redeem  or  purchase or  otherwise  acquire  for
     consideration shares of any stock ranking on a parity (either  as
     to dividends or upon liquidation, dissolution or winding up) with
     the   Series  A  Junior  Preferred  Stock,  provided   that   the
     Corporation may at any time redeem, purchase or otherwise acquire
     shares  of  any such parity stock in exchange for shares  of  any
     stock  of  the Corporation ranking junior (either as to dividends
     or  upon dissolution, liquidation or winding up) to the Series  A
     Junior Preferred Stock; or

             (iv)  purchase or otherwise acquire for consideration any
     shares of Series A Junior Preferred Stock, or any shares of stock
     ranking  on  a  parity with the Series A Junior Preferred  Stock,
     except in accordance with a purchase offer made in writing or  by
     publication  (as  determined by the Board of  Directors)  to  all
     holders of such shares upon such terms as the Board of Directors,
     after  consideration of the respective annual dividend rates  and
     other  relative  rights and preferences of the respective  series
     and  classes, shall determine in good faith will result  in  fair
     and equitable treatment among the respective series or classes.

       (b)   The Corporation shall not permit any subsidiary of the Corpora
tion to purchase or otherwise acquire for consideration any shares of stock
of  the  Corporation unless the Corporation could, under paragraph  (a)  of
this Section 4, purchase or otherwise acquire such shares at such time  and
in such manner.

      5.  Reacquired Shares.  Any shares of Series A Junior Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All
such  shares  shall upon their cancellation become authorized but  unissued
shares  of  Preferred Stock and may be reissued as part of a new series  of
Preferred Stock to be created by resolution or resolutions of the Board  of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

       6.  Liquidation, Dissolution or Winding Up.  (a)  Upon any voluntary
or  involuntary liquidation, dissolution or winding up of the  Corporation,
no  distribution  shall be made to the holders of shares of  stock  ranking
junior  (either as to dividends or upon liquidation, dissolution or winding
up)  to  the  Series  A Junior Preferred Stock unless, prior  thereto,  the
holders of shares of Series A Junior Preferred Stock shall have received an
amount equal to 100 times the par value per share, plus an amount equal  to
accrued  and  unpaid dividends and distributions thereon,  whether  or  not
declared,  to  the  date of such payment (the "Series A Liquidation  Prefer
ence").   Following  the  payment  of the  full  amount  of  the  Series  A
Liquidation  Preference, no additional distributions shall be made  to  the
holders of shares of Series A Junior Preferred Stock unless, prior thereto,
the  holders  of shares of Common Stock shall have received an  amount  per
share  (the "Common Adjustment") equal to the quotient obtained by dividing
(i)  the  Series  A  Liquidation Preference by (ii) 100  (as  appropriately
adjusted  as  set forth in paragraph (c) below to reflect  such  events  as
stock  splits,  stock dividends and recapitalizations with respect  to  the
Common Stock) (such number in clause (ii) being hereinafter referred to  as
the  "Adjustment Number").  Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding  shares of Series A Junior Preferred Stock  and  Common  Stock,
respectively,  holders of Series A Junior Preferred Stock  and  holders  of
shares of Common Stock shall receive their ratable and proportionate  share
of  the  remaining assets to be distributed in the ratio of the  Adjustment
Number to 1 with respect to such Series A Junior Preferred Stock and Common
Stock, on a per share basis, respectively.

       (b)   In  the  event, however, that there are not sufficient  assets
available  to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock,  if
any,  which rank on a parity with the Series A Junior Preferred Stock, then
such  remaining assets shall be distributed ratably to the holders  of  all
such shares in proportion to their respective liquidation preferences.   In
the  event,  however,  that there are not sufficient  assets  available  to
permit payment in full of the Common Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.

       (c)  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares
of  Common  Stock, (ii) subdivide the outstanding Common  Stock,  or  (iii)
combine the outstanding Common Stock into a smaller number of shares,  then
in each such case the Adjustment Number in effect immediately prior to such
event  shall be adjusted by multiplying such Adjustment Number  by  a  frac
tion,  the  numerator  of  which is the number of shares  of  Common  Stock
outstanding  immediately after such event and the denominator of  which  is
the  number  of  shares  of Common Stock that were outstanding  immediately
prior to such event.

       7.   Consolidation,  Merger,  Share  Exchange,  etc.   In  case  the
Corporation  shall  enter into any consolidation, merger,  share  exchange,
combination  or other transaction in which the shares of Common  Stock  are
exchanged  for or changed into other stock or securities, cash  and/or  any
other  property,  then  in  any such case the shares  of  Series  A  Junior
Preferred Stock shall at the same time be similarly exchanged or changed in
an  amount  per share (subject to the provision for adjustment  hereinafter
set  forth)  equal to 100 times the aggregate amount of stock,  securities,
cash  and/or any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or exchanged.   In
the  event  the Corporation shall at any time after the Rights  Declaration
Date  (i) declare any dividend on Common Stock payable in shares of  Common
Stock,  (ii)  subdivide the outstanding Common Stock, or (iii) combine  the
outstanding Common Stock into a smaller number of shares, then in each such
case  the  amount set forth in the preceding sentence with respect  to  the
exchange  or change of shares of Series A Junior Preferred Stock  shall  be
adjusted  by multiplying such amount by a fraction, the numerator of  which
is  the number of shares of Common Stock outstanding immediately after such
event  and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

       8.   No  Redemption.  The shares of Series A Junior Preferred  Stock
shall not be redeemable.

       9.   Ranking.  The Series A Junior Preferred Stock shall rank junior
to  all other series of the Corporation's Preferred Stock as to the payment
of  dividends and the distribution of assets, unless the terms of any  such
series shall provide otherwise.

       10.   Amendment.  The Amended and Restated Certificate of  Incorpora
tion  shall  not be amended in any manner which would materially  alter  or
change  the  powers, preferences or special rights of the Series  A  Junior
Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of two-thirds or more of the outstanding shares of Series  A
Junior Preferred Stock, voting together as a single voting group.

       11.   Fractional  Shares.  Series A Junior Preferred  Stock  may  be
issued  in  fractions  of  a  share which  shall  entitle  the  holder,  in
proportion  to such holder's fractional shares, to exercise voting  rights,
receive dividends, participate in distributions and to have the benefit  of
all other rights of holders of Series A Junior Preferred Stock.

   FIFTH:   The  name  and mailing address of the Sole Incorporator  is  as
follows:
Name                     Address
Deborah M. Reusch        P.O. Box 636
                         Wilmington, DE 19899

   SIXTH:  The following provisions are inserted for the management of  the
business  and  for the conduct of the affairs of the Corporation,  and  for
further  definition, limitation and regulation of the powers of  the  Corpo
ration and of its directors and stockholders:
A.   Election  of  directors need not be by ballot  unless  the  Bylaws  so
     provide.

B.   A majority of the total number of authorized directors, whether or not
     there  exists any vacancies in previously authorized directorships  (a
     "Majority of the Board"), shall have the power, without the assent  or
     vote of the stockholders, to adopt, amend or repeal the Bylaws of  the
     Corporation.

C.   Except as otherwise expressly prescribed by law, the stockholders  may
     not  adopt, amend or repeal the Bylaws of the Corporation,  except  by
     the  affirmative  vote of the holders of 66?% or more  of  the  voting
     power  of  the then issued and outstanding shares of capital stock  of
     the  Corporation  entitled  to vote for  the  election  of  directors,
     considered as one class.

D.   The number of directors shall be fixed from time to time by, or in the
     manner provided in, the Bylaws of the Corporation.  No decrease in the
     number of directors shall shorten the term of any incumbent director.

E.   The  directors, other than those who may be elected by the holders  of
     any class of series of stock having a preference over Common Stock  as
     to  dividends or upon liquidation, of the Corporation shall be divided
     into  three classes, Class I, Class II and Class III.  Except as other
     wise  provided  in this Certificate of Incorporation,  the  number  of
     directors  in  each  class  shall be as  nearly  equal  in  number  as
     possible.  Each initial director in Class I shall be elected to a term
     expiring  at  the  first  annual stockholders  meeting  following  his
     election, each initial director in Class II shall be elected to a term
     expiring  at  the  second annual stockholders  meeting  following  his
     election,  and  each  director in Class III shall  be  elected  to  an
     initial  term  expiring  at  the  third  annual  stockholders  meeting
     following  his  election.   After the initial  terms  of  the  initial
     directors  of a class of directors, each director of such class  shall
     be  elected  for  a  term  expiring on the third  annual  stockholders
     meeting  following  the  annual stockholders  meeting  at  which  such
     director is elected.  Any director elected to fill a vacancy or  newly
     created directorship shall serve until the next election of the  class
     for which such director has been elected.

F.   A  majority of the directors then in office, in their sole discretion,
     and  whether  or  not consisting of less than a quorum,  may  elect  a
     replacement  director  to  serve during  the  unexpired  term  of  any
     director  previously elected whose office is vacant  as  a  result  of
     death,  resignation, retirement, disqualification,  removal  or  other
     wise, and may elect directors to fill any newly created directorships.
     Except  as  otherwise expressly prescribed by law and subject  to  the
     terms  of  any  Preferred  Stock, the stockholders  may  not  elect  a
     replacement director to fill any vacancy on the Board caused by death,
     resignation,  retirement, disqualification, removal or otherwise,  and
     may  not elect directors to fill any newly created directorships.   At
     any  election  of  directors by the Board of  Directors  to  fill  any
     vacancy caused by an increase in the number of directors, the terms of
     the  office  for which candidates are nominated and elected  shall  be
     divided as set forth in paragraph E of this Article SIXTH.

G.   No  director  of  the Corporation shall be personally  liable  to  the
     Corporation  or any of its stockholders for monetary damages  for  any
     breach of fiduciary duty by such a director as a director to the  full
     extent authorized or permitted by law (as now or hereafter in effect).
     Notwithstanding the foregoing sentence, a director shall be liable  to
     the  extent  provided  by applicable law (i) for  any  breach  of  the
     director's  duty  of loyalty to the Corporation or  its  stockholders,
     (ii)  for  acts  or  omissions  not in good  faith  or  which  involve
     intentional  misconduct or a knowing violation of law, (iii)  pursuant
     to  Section 174 of the GCL or (iv) for any transaction from which  the
     director  derived an improper personal benefit.  No  amendment  to  or
     repeal  of this paragraph H. of Article SIXTH shall apply to  or  have
     any  effect  on the liability or alleged liability of any director  of
     the  Corporation for or with respect to any acts or omissions of  such
     director occurring prior to such amendment or repeal.

H.   Any  action required or permitted to be taken at any annual or special
     meeting of stockholders of the Corporation may be taken only upon  the
     vote  of the stockholders at an annual or special meeting duly noticed
     and  called, as provided in the Bylaws of the Corporation, and may not
     be taken by a written consent of the stockholders pursuant to the GCL.

I.   Special  meetings  of the stockholders, for any purpose  or  purposes,
     unless  otherwise prescribed by law, may be called by the Chairman  or
     the President and shall be called by the Chairman or the President  or
     Secretary at the request in writing of a Majority of the Board.   Such
     request  shall state the purpose or purposes of the proposed  meeting.
     Special  meetings of the Corporation may not be called  by  any  other
     person or persons.

J.   Notwithstanding   anything   contained   in   this   Certificate    of
     Incorporation to the contrary,  the affirmative vote of the holders of
     66?%  of  all classes of capital stock of the Corporation entitled  to
     vote  in the election of directors, considered as one class, shall  be
     required to alter, amend, or adopt any provision inconsistent with  or
     repeal this Article SIXTH.

  SEVENTH:  The Corporation shall indemnify its officers to the full extent
permitted by the GCL, as amended from time to time.

   EIGHTH:   No  more  than a minority of the number of  the  Corporation's
directors  necessary to constitute a quorum may be non-United  States  citi
zens,  within  the meaning of Section 2 of the Shipping  Act  of  1916,  as
amended, and as may be further amended from time to time, and the rules and
regulations promulgated thereunder (the "Shipping Act").

   NINTH:  The Chairman of the Board of Directors and the President and, if
the  President  is  not the Chief Executive Officer,  the  Chief  Executive
Officer by whatever title, must each be a United States citizen, within the
meaning of the Shipping Act.

  TENTH:
          A.  (1) Any transfer, or attempted or purported transfer, of  any
          shares  of  any class of stock issued by the Corporation  or  any
          interest therein or right thereof, which would result in the  own
          ership or control by one or more Aliens (as defined herein) of an
          aggregate percentage of the shares of any class of stock  of  the
          Corporation or of any interest therein or right thereof in excess
          of  the  Permitted Percentage (as defined herein) shall,  to  the
          full  extent  permitted by law, and for so long  as  such  excess
          shall  exist,  be void and shall be ineffective  as  against  the
          Corporation,  and  the Corporation shall not  recognize,  to  the
          extent  of such excess, the purported transferee as a stockholder
          of  the Corporation for any purpose whatsoever except the purpose
          of  making  a further transfer to a person who is not  an  Alien,
          provided,  however,  that such shares,  to  the  extent  of  such
          excess,  may nevertheless be deemed to be Alien-owned shares  for
          purposes of the other provisions of this Article TENTH.

              (2) The Board of Directors is authorized to take such actions
          as  it may deemed necessary or desirable to implement the restric
          tion  set forth in subsection (1) of paragraph A of this  Article
          TENTH,  including,  without  limitation,  (i)  requiring,  as   a
          condition  precedent to the transfer of shares on the records  of
          the Corporation, representations and other proof as to the identi
          ty  of  existing or prospective stockholders and persons on whose
          behalf shares of stock of the Corporation or any interest therein
          or  right  thereof are or are to be held and as to  whether  such
          persons  are Aliens, and (ii) adopting an appropriate  legend  or
          legends for certificates evidencing shares of stock of the  Corpo
          ration.

      B.     If Alien ownership of the outstanding stock of the Corporation
      or  any  class  of  stock  thereof is  in  excess  of  the  Permitted
      Percentage,  the  shares  deemed  included  in  such  excess  (herein
      referred  to  as  "Excess Shares") shall be those Alien-owned  shares
      that   the  Board  of  Directors  determines  became  so  owned  most
      recently.   The determination of the Board of Directors as  to  those
      shares  that  constitute the Excess Shares shall be  conclusive.   At
      any  time  there are Excess Shares, to the extent permitted  by  law,
      (i)  such  Excess Shares shall not be accorded any voting rights  and
      shall  not  be  deemed to be outstanding for purposes of  determining
      the   vote  required  on  any  matter  properly  brought  before  the
      stockholders  of  the  Corporation, and (ii)  the  Corporation  shall
      withhold  the  payment  of dividends and the  sharing  in  any  other
      distribution in respect of the Excess Shares.

      C.          The  Corporation  shall  have  the  power,  but  not  the
      obligation,  to  redeem Excess Shares subject to the following  terms
      and conditions:

             (1) The per share redemption price (the "Redemption Price") to
          be  paid for each Excess Share to be redeemed shall be the sum of
          (i)  the average closing sales price of the Common Stock and (ii)
          any  dividend or distribution declared with respect to such share
          prior  to  the date such share is called for redemption hereunder
          but  which  has  been  withheld by  the  Corporation  under  this
          Article.  As used herein, the term "average closing sales  price"
          shall  mean the average of the closing sales prices of the Common
          Stock on the New York Stock Exchange Composite Tape during the 10
          trading  days  immediately  prior  to  the  date  the  notice  of
          redemption  is  given; except that if the  Common  Stock  is  not
          traded  on  the  New York Stock Exchange, then the closing  sales
          prices  of  the  Common  Stock  on any  other  national  security
          exchange on which such Common Stock is listed.

             (2) The Redemption Price shall be paid in cash.

             (3) A notice of redemption shall be given by first class mail,
          postage  prepaid,  mailed not less than  10  days  prior  to  the
          redemption date to each holder of record of the shares to  be  re
          deemed, at such holder's address as the same appears on the stock
          register  of the Corporation.  Each such notice shall  state  (i)
          the redemption date, (ii) the number of shares of Common Stock to
          be  redeemed  from such holder, (iii) the Redemption  Price,  and
          (iv)  the  place  where certificates for such shares  are  to  be
          surrendered for payment of the Redemption Price.

              (4)  From  and  after the redemption date, dividends  on  the
          shares  of  Common  Stock called for redemption  shall  cease  to
          accrue  and  such  shares  shall  no  longer  be  deemed  to   be
          outstanding and all rights of the holders thereof as stockholders
          of  the  Corporation  (except  the  right  to  receive  from  the
          Corporation the Redemption Price) shall cease.

              (5) Such other terms and conditions as the Board of Directors
          may reasonably determine.

      D.     The  provisions of this Article TENTH expire and  become  null
      and  void  in the event that the Corporation and each Subsidiary  (as
      defined  herein) and Controlled Person (as defined herein)  cease  to
      be  a  U.S. Maritime Company (as defined herein) unless, at or  prior
      to  that time, either the Corporation or a Subsidiary or a Controlled
      Person has, in some manner, reinstated itself as a U.S. Maritime  Com
      pany  or  has  contracted  to reinstate itself  as  a  U.S.  Maritime
      Company.

          E. For purposes of this Article TENTH:

              (1)  "Alien"  means (a) any person (including an  individual,
          partnership, corporation or association) who is not a citizen  of
          the United States within the meaning of the Shipping Act; (b) any
          foreign  government or representative thereof;  (c)  any  corpora
          tion,  the president, chief executive officer or chairman of  the
          board of directors of which is an Alien, or of which more than an
          minority of the number of its directors necessary to constitute a
          quorum  are Aliens; (d) any corporation organized under the  laws
          of  any  foreign government; (e) any corporation of which 50%  or
          greater interest is owned, beneficially or of record, or  may  be
          voted,  by an Alien or Aliens, or which by any other means whatso
          ever  is  controlled by or in which control is  permitted  to  be
          exercised  by  an  Alien or Aliens (the Board of Directors  being
          authorized  to determine reasonably the meaning of "control"  for
          this  purpose);  (f)  any  partnership or  association  which  is
          controlled by an Alien or Aliens; or (g) any person (including an
          individual, partnership, corporation or association) who acts  as
          representative  of  or  fiduciary for  any  person  described  in
          clauses (a) through (f) above.

              (2)  "Controlled Person" means any corporation or partnership
          of  which  the Corporation or any Subsidiary owns or controls  an
          interest in excess of 50%.

              (3) "Permitted Percentage" means 24% of the percentage of the
          outstanding  shares  of stock of the Corporation,  or  any  class
          thereof, which, if such percentage were held by Aliens, would pre
          vent  the  Corporation (or any Subsidiary or  Controlled  Person)
          from being a U.S. Maritime Company.

              (4)  "Subsidiary" means any corporation a majority  of  whose
          outstanding stock having ordinary voting power in the election of
          directors  is  owned by the Corporation, by a Subsidiary  or  Con
          trolled Person or by the Corporation and one or more Subsidiaries
          and/or Controlled Persons.

              (5)  "U.S. Maritime Company" means any corporation  or  other
          entity  which,  directly  or indirectly,  (a)  owns  or  operates
          vessels in the United States coastwise or foreign trade; (b) owns
          or  operates any vessel documented under the laws of  the  United
          States;  (c)  owns  or operates any vessel on which  there  is  a
          preferred mortgage issued in connection with the Title XI of  the
          Merchant  Marine  Act,  1936, as amended; (d)  owns  or  operates
          vessels under agreement with the United States Government (or any
          agency thereof); (e) conducts any activity, takes any actions  or
          receives any benefit which would be adversely affected under  any
          provision  of the U.S. maritime, shipping or vessel documentation
          laws  by virtue of Alien ownership of its stock; or (f) maintains
          a  Capital Construction Fund under the provisions of Section  607
          of the Merchant Marine Act, 1936, as amended.

       6.   This  restatement  of the Certificate of Incorporation  of  R&B
Falcon Corporation was adopted in accordance with Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware.

   IN  WITNESS WHEREOF, R&B Falcon Corporation has caused this Amended  and
Restated Certificate to be signed by Steven A. Webster, its Chief Executive
Officer and President, this 23rd day of December, 1997.

                         R&B FALCON CORPORATION
                         By: /s/Steven A. Webster
                         Name:  Steven A. Webster
                         Title:  Chief Executive Officer and President