Exhibit 4.6

                              $400,000,000
                                    
                         R&B FALCON CORPORATION
                                    
                $100 Million 9-1/8% Senior Notes due 2003
                $300 Million 9-1/2% Senior Notes due 2008
                                    
                      REGISTRATION RIGHTS AGREEMENT


                                                        December 17, 1998

Credit Suisse First Boston Corporation
NationsBanc Montgomery Securities LLC
Paribas Corporation
c/o Credit Suisse First Boston Corporation
      Eleven Madison Avenue
      New York, New York 10010-3629

Dear Sirs:

     R&B  Falcon  Corporation,  a Delaware corporation  (the  "Company"),
proposes  to  issue  and sell to Credit Suisse First Boston  Corporation,
NationsBanc   Montgomery   Securities   LLC   and   Paribas   Corporation
(collectively, the "Initial Purchasers"), upon the terms set forth  in  a
purchase agreement of even date herewith (the "Purchase Agreement"), $100
million  aggregate principal amount of its 9-1/8 % Senior Notes due  2003
and  $300  million aggregate principal amount of its 9-1/2% Senior  Notes
due   2008   (collectively,  the  "Initial  Securities").   The   Initial
Securities  will be issued pursuant to an Indenture to  be  dated  as  of
December 22, 1998 (the "Indenture")) among the Company and Chase Bank  of
Texas,  National  Association,  as  trustee  (the  "Trustee").    As   an
inducement  to  the  Initial  Purchasers  to  enter  into  the   Purchase
Agreement,  the  Company  agrees with the  Initial  Purchasers,  for  the
benefit  of  the  holders of the Initial Securities  (including,  without
limitation, the Initial Purchasers), the Exchange Securities (as  defined
below)   and   the   Private  Exchange  Securities  (as  defined   below)
(collectively the "Holders"), as follows:

     1.   Registered Exchange Offer.  The Company shall, at its own cost,
prepare  and, not later than 60 days after (or if the 60th day is  not  a
business  day,  the first business day thereafter) the date  of  original
issue  of  the  Initial  Securities (the "Issue  Date"),  file  with  the
Securities  and  Exchange  Commission (the "Commission")  a  registration
statement (the "Exchange Offer Registration Statement") on an appropriate
form under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to a proposed offer (the "Registered Exchange Offer") to the
Holders  of  Transfer  Restricted Securities (as  defined  in  Section  6
hereof),  who  are not prohibited by any law or policy of the  Commission
from participating in the Registered Exchange Offer, to issue and deliver
to such Holders, in exchange for the Initial Securities, a like aggregate
principal  amount of debt securities (the "Exchange Securities")  of  the
Company issued under the Indenture and identical in all material respects
to  the Initial Securities (except for the transfer restrictions relating
to  the  Initial  Securities and the provisions relating to  the  matters
described  in  Section  6  hereof) that would  be  registered  under  the
Securities  Act.  The Company shall use its best efforts  to  cause  such
Exchange  Offer  Registration Statement to  become  effective  under  the
Securities  Act  within 180 days (or if the 180th day is not  a  business
day,  the  first  business day thereafter) after the Issue  Date  of  the
Initial  Securities  and  shall  keep  the  Exchange  Offer  Registration
Statement effective for not less than 30 days (or longer, if required  by
applicable law) after the date notice of the Registered Exchange Offer is
mailed  to  the  Holders (such period being called  the  "Exchange  Offer
Registration Period").

     If  the  Company effects the Registered Exchange Offer, the  Company
will be entitled to close the Registered Exchange Offer 30 days after the
commencement  thereof  provided that the Company  has  accepted  all  the
Initial  Securities theretofore validly tendered in accordance  with  the
terms of the Registered Exchange Offer.

     Following the declaration of the effectiveness of the Exchange Offer
Registration   Statement,  the  Company  shall  promptly   commence   the
Registered  Exchange  Offer, it being the objective  of  such  Registered
Exchange  Offer  to enable each Holder of Transfer Restricted  Securities
(as  defined  in  Section  6 hereof) electing  to  exchange  the  Initial
Securities for Exchange Securities (assuming that such Holder is  not  an
affiliate  of  the  Company within the meaning  of  the  Securities  Act,
acquires  the Exchange Securities in the ordinary course of such Holder's
business  and has no arrangements with any person to participate  in  the
distribution of the Exchange Securities and is not prohibited by any  law
or policy of the Commission from participating in the Registered Exchange
Offer)  to  trade such Exchange Securities from and after  their  receipt
without  any  limitations or restrictions under the  Securities  Act  and
without  material restrictions under the securities laws of  the  several
states of the United States.

     The  Company  acknowledges that, pursuant to current interpretations
by  the  Commission's staff of Section 5 of the Securities  Act,  in  the
absence of an applicable exemption therefrom, (i) each Holder which is  a
broker-dealer  electing  to exchange Securities,  acquired  for  its  own
account  as  a  result  of  market making  activities  or  other  trading
activities, for Exchange Securities (an "Exchanging Dealer"), is required
to deliver a prospectus containing the information set forth in (a) Annex
A  hereto  on  the  cover,  (b) Annex B hereto  in  the  "Exchange  Offer
Procedures" section and the "Purpose of the Exchange Offer" section,  and
(c)  Annex  C  hereto  in  the  "Plan of Distribution"  section  of  such
prospectus  in  connection  with a sale of any such  Exchange  Securities
received  by  such Exchanging Dealer pursuant to the Registered  Exchange
Offer  and  (ii)  an  Initial  Purchaser that  elects  to  sell  Exchange
Securities  acquired in exchange for Securities constituting any  portion
of an unsold allotment is required to deliver a prospectus containing the
information  required  by Items 507 or 508 of Regulation  S-K  under  the
Securities Act, as applicable, in connection with such sale.

     The  Company  shall use its best efforts to keep the Exchange  Offer
Registration  Statement  effective  and  to  amend  and  supplement   the
prospectus  contained therein, in order to permit such prospectus  to  be
lawfully  delivered  by  all persons subject to the  prospectus  delivery
requirements  of  the  Securities Act for such period  of  time  as  such
persons  must  comply  with such requirements  in  order  to  resell  the
Exchange  Securities; provided, however, that (i) in the case where  such
prospectus  and any amendment or supplement thereto must be delivered  by
an  Exchanging Dealer or an Initial Purchaser, such period shall  be  the
lesser  of 180 days and the date on which all Exchanging Dealers and  the
Initial Purchasers have sold all Exchange Securities held by them (unless
such  period  is extended pursuant to Section 3(j) below)  and  (ii)  the
Company  shall  make  such  prospectus and any  amendment  or  supplement
thereto,  available to any broker-dealer for use in connection  with  any
resale of any Exchange Securities for a period of not less than 180  days
after the consummation of the Registered Exchange Offer.

     If,  upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its  initial
distribution,  the  Company, simultaneously  with  the  delivery  of  the
Exchange  Securities  pursuant to the Registered  Exchange  Offer,  shall
issue  and deliver to such Initial Purchaser upon the written request  of
such  Initial  Purchaser, in exchange (the "Private  Exchange")  for  the
Initial  Securities  held  by such Initial Purchaser,  a  like  principal
amount  of debt securities of the Company issued under the Indenture  and
identical   in   all  material  respects  (including  the  existence   of
restrictions on transfer under the Securities Act and the securities laws
of  the  several  states of the United States, but  excluding  provisions
relating  to  the matters described in Section 6 hereof) to  the  Initial
Securities  (the "Private Exchange Securities").  The Initial Securities,
the  Exchange Securities and the Private Exchange Securities  are  herein
collectively called the "Securities".
     
     In connection with the Registered Exchange Offer, the Company shall:

   (1)  mail  to each Holder a copy of the prospectus forming part of the
Exchange  Offer  Registration  Statement, together  with  an  appropriate
letter of transmittal and related documents;

   (2)  keep the Registered Exchange Offer open for not less than 30 days
(or  longer, if required by applicable law) after the date notice thereof
is mailed to the Holders;

   (3)  utilize  the services of a depositary for the Registered Exchange
Offer with an  address in the Borough of Manhattan, The City of New York,
which may be the Trustee or an affiliate of the Trustee;

   (4)   permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on  the  last  business  day  on
which the Registered Exchange Offer shall remain open; and

   (5)  otherwise comply with all applicable laws.

     As  soon  as practicable after the close of the Registered  Exchange
Offer or the Private Exchange, as the case may be, the Company shall:

          (x)   accept  for exchange all the Securities validly  tendered
and  not  withdrawn  pursuant to the Registered Exchange  Offer  and  the
Private Exchange;

          (y)   deliver  to the Trustee for cancellation all the  Initial
Securities so accepted for exchange; and

          (z)  cause the Trustee to authenticate and deliver promptly  to
each  Holder  of the Initial Securities, Exchange Securities  or  Private
Exchange Securities, as the case may be, equal in principal amount to the
Initial Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not  be
subject to the transfer restrictions set forth in the Indenture and  that
all  the Securities of each series will vote and consent together on  all
matters as a class separate from each other series on any matter.

     Interest  on  each  Exchange Security and Private Exchange  Security
issued  pursuant  to  the Registered Exchange Offer and  in  the  Private
Exchange  will  accrue  from  the last interest  payment  date  on  which
interest  was  paid  on  the Initial Securities surrendered  in  exchange
therefor or, if no interest has been paid on the Initial Securities, from
the date of original issue of the Initial Securities.

     Each Holder participating in the Registered Exchange Offer shall  be
required to represent to the Company that at the time of the consummation
of  the Registered Exchange Offer (i) any Exchange Securities received by
such  Holder  will  be  acquired  in the  ordinary  course  of  business,
(ii)  such  Holder  will have no arrangements or understanding  with  any
person  to  participate  in the distribution of  the  Securities  or  the
Exchange Securities within the meaning of the Securities Act, (iii)  such
Holder  is  not an "affiliate," as defined in Rule 405 of the  Securities
Act,  of  the  Company or if it is an affiliate, such Holder will  comply
with  the  registration  and  prospectus  delivery  requirements  of  the
Securities  Act to the extent applicable, (iv) if such Holder  is  not  a
broker-dealer, that it is not engaged in, and does not intend  to  engage
in, the distribution of the Exchange Securities and (v) if such Holder is
a  broker-dealer, that it will receive Exchange Securities  for  its  own
account in exchange for Initial Securities that were acquired as a result
of  market-making activities or other trading activities and that it will
be  required  to  acknowledge  that  it  will  deliver  a  prospectus  in
connection with any resale of such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure
that  (i)  any  Exchange Offer Registration Statement and  any  amendment
thereto  and  any  prospectus  forming part thereof  and  any  supplement
thereto complies in all material respects with the Securities Act and the
rules  and  regulations thereunder, (ii) any Exchange Offer  Registration
Statement  and any amendment thereto does not, when it becomes effective,
contain  an  untrue  statement of a material fact  or  omit  to  state  a
material  fact  required to be stated therein or necessary  to  make  the
statements therein not misleading and (iii) any  prospectus forming  part
of  any Exchange Offer Registration Statement, and any supplement to such
prospectus,  does not include an untrue statement of a material  fact  or
omit  to state a material fact required to be stated therein or necessary
in   order  to  make  the  statements  therein,  in  the  light  of   the
circumstances under which they were made, not misleading.

     2.   Shelf Registration.  If, (i) because of any change in law or in
applicable  interpretations thereof  by the staff of the Commission,  the
Company  is  not  permitted  to effect a Registered  Exchange  Offer,  as
contemplated by Section 1 hereof, (ii) the Registered Exchange  Offer  is
not  consummated  within 180 days of the Issue Date,  (iii)  any  Initial
Purchaser  so  requests with respect to the Initial  Securities  (or  the
Private  Exchange Securities) not eligible to be exchanged  for  Exchange
Securities  in  the Registered Exchange Offer and held  by  it  following
consummation  of the Registered Exchange Offer or (iv) any Holder  (other
than  an  Exchanging  Dealer)  is  not eligible  to  participate  in  the
Registered  Exchange Offer or, in the case of any Holder (other  than  an
Exchanging  Dealer) that participates in the Registered  Exchange  Offer,
such Holder does not receive freely tradeable Exchange Securities on  the
date of the exchange, the Company shall take the following actions:

   (1) The Company shall, at its cost, as promptly as practicable (but in
no  event  more than 30 days after so required or requested  pursuant  to
this  Section  2) file with the Commission and thereafter shall  use  its
best  efforts to cause to be declared effective a registration  statement
(the "Shelf Registration Statement" and, together with the Exchange Offer
Registration  Statement, a "Registration Statement")  on  an  appropriate
form  under  the  Securities Act relating to the offer and  sale  of  the
Transfer  Restricted Securities (as defined in Section 6 hereof)  by  the
Holders  thereof  from time to time in accordance  with  the  methods  of
distribution set forth in the Shelf Registration Statement and  Rule  415
under   the  Securities  Act  (hereinafter,  the  "Shelf  Registration");
provided, however, that no Holder (other than an Initial Purchaser) shall
be  entitled  to  have the Securities held by it covered  by  such  Shelf
Registration Statement unless such Holder agrees in writing to  be  bound
by all the provisions of this Agreement applicable to such Holder.

   (2) The  Company  shall  use  its  best  efforts  to  keep  the  Shelf
Registration  Statement  continuously  effective  in  order to permit the
prospectus included therein to be lawfully  delivered  by  the Holders of
the relevant Securities, for a period  of  two  years (or for such longer
period if extended pursuant to Section  3(j)  below) from the date of the
issuance  of  the  Initial  Securities  or  such shorter period that will
terminate  when  all  the  Securities  covered by the  Shelf Registration
Statement (i)  have  been  sold  pursuant  thereto  or (ii)  can be  sold
pursuant to  Rule 144 under  the  Securities  Act without any limitations
under clauses  (c),  (e),  (f) and (h) of Rule 144, or any successor rule
thereof.  The Company shall  be  deemed not to have used its best efforts
to keep the Shelf  Registration  Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of
Securities  covered  thereby  not  being  able  to  offer  and  sell such
Securities  during  that  period,  unless  such  action  is  required  by
applicable law.

   (3) Notwithstanding  any  other  provisions  of  this Agreement to the
contrary, the  Company  shall  cause the Shelf Registration Statement and
the related prospectus and any amendment or supplement thereto, as of the
effective  date  of  the  Shelf  Registration   Statement,  amendment  or
supplement,  (i)  to  comply in all material respects with the applicable
requirements  of  the Securities Act and the rules and regulations of the
Commission  and (ii)  not  to  contain any untrue statement of a material
fact  or  omit to state a  material fact required to be stated therein or
necessary  in order to  make  the  statements therein,  in  light  of the
circumstances under which they were made, not misleading.
     
     3.  Registration  Procedures.   In   connection   with   any   Shelf
Registration  contemplated  by  Section  2  hereof  and,  to  the  extent
applicable,  any  Registered  Exchange  Offer  contemplated  by Section 1
hereof, the following provisions shall apply:

   (1)  The Company shall (i) furnish to each Initial Purchaser, prior to
the  filing  thereof  with  the Commission, a copy  of  the  Registration
Statement and each amendment thereof and each supplement, if any, to  the
prospectus  included therein and, in the event that an Initial  Purchaser
(with  respect  to any portion of an unsold allotment from  the  original
offering) is participating in the Registered Exchange Offer or the  Shelf
Registration Statement, the Company shall use its best efforts to reflect
in  each  such document, when so filed with the Commission, such comments
as  such  Initial  Purchaser  reasonably may propose;  (ii)  include  the
information set forth in Annex A hereto on the cover, in Annex  B  hereto
in  the  "Exchange  Offer Procedures" section and  the  "Purpose  of  the
Exchange  Offer"  section  and  in  Annex  C  hereto  in  the  "Plan   of
Distribution"  section of the prospectus forming a part of  the  Exchange
Offer  Registration Statement and include the information  set  forth  in
Annex  D  hereto in the Letter of Transmittal delivered pursuant  to  the
Registered  Exchange Offer; (iii) if requested by an  Initial  Purchaser,
include  the  information required by Items 507 or 508 of Regulation  S-K
under the Securities Act, as applicable, in the prospectus forming a part
of  the  Exchange Offer Registration Statement; (iv) include  within  the
prospectus  contained  in  the Exchange Offer  Registration  Statement  a
section  entitled  "Plan of Distribution," reasonably acceptable  to  the
Initial  Purchasers,  which  shall contain a  summary  statement  of  the
positions  taken  or  policies made by the staff of the  Commission  with
respect  to the potential "underwriter" status of any broker-dealer  that
is  the  beneficial owner (as defined in Rule 13d-3 under the  Securities
Exchange  Act  of  1934,  as amended (the "Exchange  Act"))  of  Exchange
Securities  received  by  such broker-dealer in the  Registered  Exchange
Offer  (a  "Participating  Broker-Dealer"),  whether  such  positions  or
policies  have been publicly disseminated by the staff of the  Commission
or  such positions or policies, in the reasonable judgment of the Initial
Purchasers based upon advice of counsel (which may be in-house  counsel),
represent the prevailing views of the staff of the Commission; and (v) in
the  case  of  a Shelf Registration Statement, include the names  of  the
Holders,   who  propose  to  sell  Securities  pursuant  to   the   Shelf
Registration Statement, as selling securityholders.

   (2)  The  Company shall give written notice to the Initial Purchasers,
the  Holders of the Securities and any Participating  Broker-Dealer  from
whom the Company  has received prior written notice  that  it will  be  a
Participating  Broker-Dealer  in  the  Registered  Exchange  Offer (which
notice  pursuant to clauses  (ii)-(v)  hereof  shall be accompanied by an
instruction to suspend the use of  the  prospectus  until  the  requisite
changes have been made):

            (1)  when the Registration Statement or any amendment thereto
     has  been  filed  with  the  Commission  and  when  the Registration
     Statement   or  any  post-effective  amendment  thereto  has  become
     effective;
     
            (2)  of  any  request  by  the  Commission  for amendments or
     supplements to the Registration Statement or the prospectus included
     therein or for additional information;

            (3)  of  the  issuance  by  the  Commission of any stop order
     suspending  the  effectiveness of  the Registration Statement or the
     initiation of any proceedings for that purpose;

            (4)  of the receipt by the Company or its  legal  counsel  of
     any notification with respect to the suspension of the qualification
     of the  Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose; and

            (5)  of the happening of any event that requires the  Company
     to make changes in the Registration Statement or the  prospectus  in
     order that the  Registration  Statement  or  the  prospectus  do not
     contain an untrue statement of a material fact nor omit  to state  a
     material fact required to be stated therein or necessary to make the
     statements therein (in the case of the prospectus,  in light of  the
     circumstances under which they were made) not misleading.

            (3)  The Company shall make every reasonable effort to obtain
     the  withdrawal  at  the  earliest  possible   time,  of  any  order
     suspending the effectiveness of the Registration Statement.
     
            (4)  The Company shall furnish to each  Holder  of Securities
     included within the coverage  of  the  Shelf  Registration,  without
     charge, at least one copy of  the  Shelf Registration  Statement and
     any post-effective amendment thereto, including financial statements
     and schedules, and,  if  the  Holder  so  requests  in  writing, all
     exhibits   thereto  (including   those,  if   any,  incorporated  by
     reference).

            (5)  The Company shall deliver to each Exchanging Dealer  and
     each  Initial  Purchaser,  and  to any other Holder who so requests,
     without charge, at least one copy of the Exchange Offer Registration
     Statement   and  any  post-effective  amendment  thereto,  including
     financial statements and schedules, and, if any Initial Purchaser or
     any  such  Holder  requests,  all  exhibits thereto (including those
     incorporated by reference).

            (6)  The Company shall, during the Shelf Registration Period,
     deliver to each Holder of Securities included within the coverage of
     the  Shelf  Registration,  without  charge,  as  many  copies of the
     prospectus  (including  each preliminary prospectus) included in the
     Shelf Registration Statement and any amendment or supplement thereto
     as such person may reasonably request. The Company consents, subject
     to the provisions of this Agreement, to the use of the prospectus or
     any  amendment  or supplement thereto by each of the selling Holders
     of the  Securities  in  connection with the offering and sale of the
     Securities covered by the prospectus, or any amendment or supplement
     thereto, included in the Shelf Registration Statement.

            (7)  The Company shall deliver to each Initial Purchaser, any
     Exchanging  Dealer,  any  Participating Broker-Dealer and such other
     persons  required  to  deliver a prospectus following the Registered
     Exchange  Offer,  without  charge,  as  many  copies  of  the  final
     prospectus included in the Exchange Offer Registration Statement and
     any amendment or supplement thereto as such  persons may  reasonably
     request.  The Company consents, subject to the  provisions  of  this
     Agreement, to  the  use  of  the  prospectus  or  any  amendment  or
     supplement thereto by  any  Initial  Purchaser,  if  necessary,  any
     Participating  Broker-Dealer  and  such  other  persons required  to
     deliver a  prospectus following  the  Registered  Exchange Offer  in
     connection with the offering and  sale  of the  Exchange  Securities
     covered by the prospectus, or any amendment or  supplement  thereto,
     included in such Exchange Offer Registration Statement.
 
             (8) Prior to any public offering of the Securities, pursuant
     to  any  Registration  Statement,  the  Company  shall  register  or
     qualify  or  cooperate  with  the Holders of the Securities included
     therein  and  their  respective  counsel  in   connection  with  the
     registration  or qualification  of the Securities for offer and sale
     under the securities or "blue sky" laws of such states of the United
     States as any Holder of the Securities reasonably requests in writing
     and do any and all other acts or things  necessary  or  advisable to
     enable the offer and sale in such jurisdictions  of  the  Securities
     covered by such Registration Statement; provided, however,  that the
     Company shall not  be  required  to  (i)  qualify  generally  to  do
     business in any jurisdiction where it is not then  so  qualified  or
     (ii)  take  any action which would subject it to general service  of
     process  or to taxation in any jurisdiction where it is not then  so
     subject.
     
             (9)  The  Company  shall  cooperate  with the Holders of the
     Securities  to  facilitate  the  timely  preparation and delivery of
     certificates  representing the Securities to be sold pursuant to any
     Registration  Statement free of any restrictive  legends and in such
     denominations  and registered in  such  names  as  the  Holders  may
     request  a  reasonable   period  of  time  prior  to  sales  of  the
     Securities pursuant to such Registration Statement.

             (10) Upon  the  occurrence  of  any  event  contemplated  by
     paragraphs (ii) through (v) of Section 3(b) above during the  period
     for   which  the  Company  is  required  to  maintain  an  effective
     Registration  Statement, the Company shall promptly prepare and file
     a  post-effective  amendment  to  the  Registration  Statement  or a
     supplement   to  the  related  prospectus  and  any  other  required
     document  so  that,  as  thereafter  delivered  to  Holders  of  the
     Securities or purchasers of  Securities,  the  prospectus  will  not
     contain an untrue statement  of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements  therein,  in light of the circumstances under which they
     were made,  not  misleading.  If  the  Company  notifies the Initial
     Purchasers,   the   Holders   of   the   Securities  and  any  known
     Participating  Broker-Dealer  in  accordance  with  paragraphs  (ii)
     through  (v)  of  Section  3(b)  above  to  suspend  the  use of the
     prospectus  until  the requisite changes to the prospectus have been
     made, then the Initial Purchasers, the Holders of the Securities and
     any such Participating Broker-Dealers  shall  suspend  use  of  such
     prospectus,   and   the   period   of  effectiveness  of  the  Shelf
     Registration Statement  provided  for  in Section 2(b) above and the
     Exchange  Offer  Registration  Statement  provided  for in Section 1
     above  shall  each  be  extended  by  the  number  of  days from and
     including the date of the giving of such notice to and including the
     date when the Initial Purchasers, the Holders of the  Securities and
     any  known  Participating Broker-Dealer  shall  have  received  such
     amended or supplemented prospectus pursuant to this Section 3(j).

             (11) Not later than the effective  date  of  the  applicable
     Registration  Statement, the Company will provide a CUSIP number for
     the Initial Securities,  the  Exchange  Securities  or  the  Private
     Exchange Securities, as the case may be, and provide the  applicable
     trustee  with  printed  certificates for the Initial Securities, the
     Exchange Securities or the Private  Exchange Securities, as the case
     may  be,  in  a  form eligible for deposit with The Depository Trust
     Company.

             (12) The  Company will comply with all rules and regulations
     of the  Commission  to the extent and so long as they are applicable
     to the Registered  Exchange Offer or the Shelf Registration and will
     make  generally  available  to  its  security  holders (or otherwise
     provide in accordance  with  Section 11(a) of the Securities Act) an
     earnings statement satisfying the provisions of Section 11(a) of the
     Securities Act,  no  later  than 45 days after the end of a 12-month
     period (or 90 days, if  such period is a fiscal year) beginning with
     the  first month of  the  Company's  first fiscal quarter commencing
     after  the  effective  date  of the  Registration   Statement, which
     statement shall cover such 12-month period.

             (13) The  Company  shall cause the Indenture to be qualified
     under  the  Trust  Indenture  Act  of  1939, as amended, in a timely
     manner  and  containing  such changes, if any, as shall be necessary
     for such qualification.   In the event that such qualification would
     require the  appointment  of  a new trustee under the Indenture, the
     Company  shall  appoint  a  new  trustee  thereunder pursuant to the
     applicable provisions of the Indenture.

             (14) The Company may require each Holder of Securities to be
     sold pursuant to the Shelf Registration Statement to furnish to  the
     Company  such  information regarding the Holder and the distribution
     of  the  Securities  as the Company may from time to time reasonably
     require  for  inclusion in the Shelf Registration Statement, and the
     Company may  exclude from  such  registration  the Securities of any
     Holder  that unreasonably fails to furnish such information within a
     reasonable time after receiving such request.

             (15) The  Company shall enter into such customary agreements
     (including, if  requested,  an  underwriting  agreement in customary
     form)  and  take all such other action, if any, as any Holder of the
     Securities  shall  reasonably  request  in  order  to facilitate the
     disposition of the Securities pursuant to any Shelf Registration.
     
             (16) In the case of  any  Shelf  Registration,  the  Company
     shall (i) make reasonably available for inspection by the Holders of
     the  Securities,  any  underwriter  participating in any disposition
     pursuant  to  the  Shelf  Registration  Statement  and any attorney,
     accountant  or other agent retained by the Holders of the Securities
     or any such underwriter all relevant financial  and  other  records,
     pertinent corporate documents and properties of the Company and (ii)
     cause the Company's officers, directors, employees,  accountants and
     auditors to supply all relevant information reasonably  requested by
     the Holders of the Securities or  any  such  underwriter,  attorney,
     accountant or  agent  in  connection  with  the  Shelf  Registration
     Statement, in  each case, as shall be reasonably necessary to enable
     such persons, to  conduct  a  reasonable  investigation  within  the
     meaning of Section 11 of the Securities Act; provided, however, that
     the  foregoing  inspection  and  information   gathering  shall   be
     coordinated on behalf of the Initial Purchasers by you and on behalf
     of  the other parties, by one counsel designated by and on behalf of
     such other parties as described in Section 4 hereof.
 
             (17) In  the case of any Shelf Registration, the Company, if
     requested by any  Holder  of Securities covered thereby, shall cause
     (i) its counsel to deliver  an  opinion and updates thereof relating
     to  the  Securities  in customary form addressed to such Holders and
     the managing underwriters, if any, thereof and dated, in the case of
     the initial opinion, the  effective  date of such Shelf Registration
     Statement (it being agreed that such  opinion  shall  be in the form
     and substance reasonably satisfactory to  the managing underwriters,
     if any, and the Holders of a majority in aggregate  principal amount
     of  the  securities  being  registered  by  such  Shelf Registration
     Statement); (ii) its officers to execute and deliver  all  customary
     documents  and  certificates  and  updates  thereof requested by any
     underwriters of the applicable Securities and  (iii) its independent
     public  accountants  and  the  independent  public  accountants with
     respect  to  any  other  entity  for  which financial information is
     provided  in  the  Shelf  Registration  Statement  to provide to the
     selling  Holders of the applicable  Securities  and  any underwriter
     therefor a comfort letter in  customary form and covering matters of
     the type customarily covered in  comfort  letters in connection with
     primary underwritten offerings,  subject  to  receipt of appropriate
     documentation as contemplated, and only  if  permitted, by Statement
     of Auditing Standards No. 72.
 
             (18) In  the  case  of  the  Registered  Exchange  Offer, if
     requested by any Initial Purchaser or any known Participating Broker-
     Dealer, the Company  shall  cause (i) its counsel to deliver to such
     Initial  Purchaser  or  such  Participating  Broker-Dealer  a signed
     opinion  in  the  form  set  forth  in  Section 6(c) of the Purchase
     Agreement with such changes as are customary  in connection with the
     preparation of a Registration Statement  and  (ii)  its  independent
     public  accountants  and  the  independent  public accountants  with
     respect  to  any  other  entity  for  which financial information is 
     provided  in  the  Registration Statement to deliver to such Initial
     Purchaser or such Participating Broker-Dealer a comfort  letter,  in
     customary form, meeting the requirements as to the substance thereof
     as set forth  in  Section  6(a)  of  the  Purchase  Agreement,  with
     appropriate date changes.


             (19) If a Registered Exchange Offer or a Private Exchange is
     to  be  consummated,  upon  delivery  of  the  Initial Securities by
     Holders to the  Company  (or to such other Person as directed by the
     Company) in exchange  for  the  Exchange  Securities  or the Private
     Exchange Securities, as the  case may be, the Company shall mark, or
     caused to be  marked,  on  the Initial Securities so exchanged  that
     such  Initial  Securities  are  being  canceled  in exchange for the
     Exchange  Securities or the Private Exchange Securities, as the case
     may be; in no event shall the Initial Securities be marked  as  paid
     or otherwise satisfied. 

             (20) The  Company  will  use  its best efforts to (i) if the
     Initial Securities have been rated prior to the initial sale of such
     Initial  Securities,  confirm  such  ratings  will   apply  to   the
     Securities  covered  by  a  Registration  Statement,  or (ii) if the
     Initial Securities were not previously rated, cause  the  Securities
     covered by a Registration Statement to be rated with the appropriate
     rating agencies, if  so  requested  by  Holders  of  a  majority  in
     aggregate  principal   amount  of   Securities   covered   by   such
     Registration Statement, or by the managing underwriters, if any.

             (21) In  the  event  that any broker-dealer registered under
     the Exchange Act shall underwrite any Securities or participate as a
     member of an underwriting syndicate or selling group or  "assist  in
     the  distribution"  (within  the  meaning  of the Conduct Rules (the
     "Rules")  of  the  National  Association of Securities Dealers, Inc.
     ("NASD")) thereof,  whether  as a Holder of such Securities or as an
     underwriter,  a  placement  or  sales agent or a broker or dealer in
     respect thereof, or otherwise, the Company  will assist such broker-
     dealer in complying with  the requirements of such Rules, including,
     without limitation, by (i) if such Rules, including Rule 2720, shall
     so  require,  engaging  a "qualified  independent  underwriter"  (as
     defined in Rule  2720)  to  participate  in  the  preparation of the
     Registration  Statement  relating  to  such  Securities, to exercise
     usual standards  of  due  diligence  in  respect thereto and, if any
     portion  of the offering contemplated by such Registration Statement
     is  an underwritten offering or is made through a placement or sales
     agent, to  recommend the yield of such Securities, (ii) indemnifying
     any such  qualified  independent  underwriter  to  the extent of the
     indemnification  of  underwriters  provided  in Section 5 hereof and
     (iii)  providing  such  information to such  broker-dealer as may be 
     required  in  order  for  such  broker-dealer  to  comply  with  the
     requirements of the Rules.
     
             (22) The  Company  shall  use  its  best efforts to take all
     other  steps  necessary to effect the registration of the Securities
     covered by a Registration Statement contemplated hereby.

          4.   Registration Expenses. The Company shall bear all fees and
     expenses  incurred  in  connection  with  the  performance  of   its
     obligations  under  Sections  1  through  3  hereof  (including  the
     reasonable fees and expenses, if any,  of  Andrews  &  Kurth L.L.P.,
     counsel for the Initial Purchasers,  incurred in connection with the
     Registered Exchange Offer), whether or   not the Registered Exchange
     Offer or a Shelf Registration is filed or becomes effective, and, in
     the  event  of  a Shelf Registration, shall bear  or  reimburse  the
     Holders  of  the Securities covered thereby for  the reasonable fees
     and disbursements of one firm of counsel designated by  the  Holders
     of a majority in principal amount of the Initial Securities  covered
     thereby to act as counsel for the Holders of the  Initial Securities
     in connection therewith.
     
          5.   Indemnification.

                    (a) The Company agrees to indemnify and hold harmless
     each  Holder of the Securities, any Participating Broker-Dealer  and
     each  person, if any, who controls such Holder or such Participating
     Broker-Dealer  within  the  meaning of the  Securities  Act  or  the
     Exchange Act (each Holder, any Participating Broker-Dealer and  such
     controlling persons are referred to collectively as the "Indemnified
     Parties")   from  and  against  any  losses,  claims,   damages   or
     liabilities,  joint  or several, or any actions in  respect  thereof
     (including,  but  not  limited  to,  any  losses,  claims,  damages,
     liabilities  or  actions  relating to purchases  and  sales  of  the
     Securities) to which each Indemnified Party may become subject under
     the  Securities Act, the Exchange Act or otherwise, insofar as  such
     losses, claims, damages, liabilities or actions arise out of or  are
     based  upon  any untrue statement or alleged untrue statement  of  a
     material fact contained in a Registration Statement or prospectus or
     in  any  amendment  or  supplement thereto  or  in  any  preliminary
     prospectus relating to a Shelf Registration, or arise out of, or are
     based  upon,  the  omission or alleged omission to state  therein  a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and shall reimburse, as incurred,
     the  Indemnified Parties for any legal or other expenses  reasonably
     incurred  by them in connection with investigating or defending  any
     such  loss,  claim, damage, liability or action in respect  thereof;
     provided, however, that the Company shall not be liable in any  such
     case to the extent that such loss, claim, damage or liability arises
     out  of  or  is  based upon any untrue statement or  alleged  untrue
     statement  or  omission or alleged omission made in  a  Registration
     Statement or prospectus or in any amendment or supplement thereto or
     in  any  preliminary prospectus relating to a Shelf Registration  in
     reliance  upon and in conformity with written information pertaining
     to  such Holder and furnished to the Company by or on behalf of such
     Holder   specifically  for  inclusion  therein;  provided   further,
     however,  that this indemnity agreement will be in addition  to  any
     liability  which the Company may otherwise have to such  Indemnified
     Party.   The Company shall also indemnify underwriters participating
     in  the  distribution, their officers and directors and each  person
     who  controls such underwriters within the meaning of the Securities
     Act  or  the Exchange Act to the same extent as provided above  with
     respect  to the indemnification of the Holders of the Securities  if
     requested by such Holders.
          
               (1)  Each  Holder  of  the  Securities,  severally and not
     jointly,  will  indemnify  and  hold  harmless  the Company and each
     person, if any, who   controls the Company within the meaning of the
     Securities Act  or  the  Exchange  Act  from and against any losses,
     claims, damages or liabilities  or  any  actions in respect thereof,
     to which  the  Company  or  any  such  controlling person may become
     subject  under the Securities Act,  the  Exchange  Act or otherwise,
     insofar as such losses,  claims,  damages,  liabilities  or  actions
     arise  out of or are based upon  any  untrue  statement  or  alleged
     untrue statement of a material  fact  contained  in  a  Registration
     Statement or prospectus or in any amendment or supplement thereto or
     in any preliminary prospectus  relating  to a Shelf Registration, or
     arise out of or are based upon the omission or alleged  omission  to
     state  therein  a material fact necessary  to  make  the  statements
     therein not misleading, but in each case only to the extent that the
     untrue statement or omission or alleged untrue statement or omission
     was  made  in  reliance  upon  and   in  conformity   with   written
     information  pertaining to such Holder and furnished to the  Company
     by or  on  behalf of such Holder specifically for inclusion therein;
     and,  subject to the limitation set forth immediately preceding this
     clause, shall  reimburse,  as incurred, the Company for any legal or
     other  expenses  reasonably  incurred  by  the  Company  or any such
     controlling person in connection with investigating or defending any
     loss, claim,  damage,  liability or action in respect thereof.  This
     indemnity agreement will be  in addition to any liability which such
     Holder may otherwise have to the  Company  or any of its controlling
     persons.
     
               (2)  Promptly  after receipt by an indemnified party under
     this Section 5  of  notice  of  the  commencement  of  any action or
     proceeding   (including   a   governmental    investigation),   such
     indemnified party will, if a claim in  respect thereof is to be made
     against  the  indemnifying party under this Section  5,  notify  the
     indemnifying party of the commencement thereof; but  the omission so
     to notify the indemnifying party will not, in any event, relieve the
     indemnifying  party  from  any obligations to any indemnified  party
     other than the indemnification obligation provided in paragraph  (a)
     or  (b)  above.  In  case  any  such  action  is brought against any
     indemnified  party,  and  it  notifies the indemnifying party of the
     commencement thereof,  the  indemnifying  party  will be entitled to
     participate therein and, to  the  extent  that  it may wish, jointly
     with any other indemnifying party similarly  notified, to assume the
     defense  thereof,  with  counsel  reasonably  satisfactory  to  such
     indemnified  party  (who  shall  not, except with the consent of the
     indemnified party, be counsel to the indemnifying  party), and after
     notice from the indemnifying party to such indemnified  party of its
     election so to assume the defense  thereof  the  indemnifying  party
     will  not  be  liable to such indemnified party under this Section 5
     for any legal or other expenses,  other  than  reasonable  costs  of
     investigation,  subsequently  incurred  by such indemnified party in
     connection  with  the defense thereof.  No indemnifying party shall,
     without  the  prior  written consent of the indemnified party (which
     consent will not be unreasonably withheld), effect any settlement of
     any pending or threatened action in respect of which any indemnified
     party is or could have  been  a  party and indemnity could have been
     sought hereunder by  such  indemnified  party unless such settlement
     includes an unconditional release of such indemnified party from all
     liability on any claims that are the subject matter of such action.

               (3)  If the indemnification provided for in this Section 5
     is unavailable or insufficient to hold harmless an indemnified party
     under subsections  (a)  or  (b)  above, then each indemnifying party
     shall contribute to the  amount  paid or payable by such indemnified
     party  as a result of the losses, claims, damages or liabilities (or
     actions  in  respect  thereof)  referred to in subsection (a) or (b)
     above  (i)  in  such  proportion  as  is  appropriate to reflect the
     relative  benefits  received by the indemnifying party or parties on
     the  one  hand  and  the  indemnified  party  on  the other from the
     exchange  of  the  Securities,  pursuant  to the Registered Exchange
     Offer,  or  (ii)  if the allocation provided by the foregoing clause
     (i) is not  permitted by  applicable  law,  in such proportion as is
     appropriate to reflect not only the relative benefits referred to in
     clause (i) above but also  the  relative  fault  of the indemnifying
     party or parties on the one hand  and  the  indemnified party on the
     other  in  connection with the statements or omissions that resulted
     in  such  losses,  claims,  damages  or  liabilities  (or actions in
     respect  thereof)  as  well  as   any   other   relevant   equitable
     considerations.   The  relative   fault  of   the  parties  shall be 
     determined  by  reference to, among other things, whether the untrue
     or alleged  untrue  statement  of a material fact or the omission or
     alleged omission  to  state  a  material fact relates to information
     supplied by the Company on the one hand or such Holder or such other
     indemnified party, as the case may be, on the other, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission. The amount paid by an
     indemnified  party  as  a  result  of the losses, claims, damages or
     liabilities referred to in the first sentence of this subsection (d)
     shall be deemed to include any  legal  or  other expenses reasonably
     incurred by such indemnified party  in connection with investigating
     or  defending  any  action  or  claim  which  is the subject of this
     subsection (d).  Notwithstanding any other provision of this Section
     5(d),  the  Holders  of  the  Securities  shall  not  be required to
     contribute  any  amount  in  excess  of  the amount by which the net
     proceeds  received  by  such Holders from the sale of the Securities
     pursuant  to  a Registration Statement exceeds the amount of damages
     which such  Holders have otherwise been required to pay by reason of
     such  untrue  or  alleged  untrue  statement  or omission or alleged
     omission.  No  person guilty of fraudulent misrepresentation (within
     the  meaning  of  Section 11(f) of  the  Securities  Act)  shall  be
     entitled to contribution from any  person who was not guilty of such
     fraudulent misrepresentation.  For  purposes  of this paragraph (d),
     each person, if any, who controls such  indemnified party within the
     meaning  of  the  Securities  Act or the Exchange Act shall have the
     same  rights  to  contribution  as  such  indemnified party and each
     person, if any, who controls the Company within  the  meaning of the
     Securities  Act  or the Exchange Act shall have the same  rights  to
     contribution as the Company.

               (4)  The  agreements  contained  in  this  Section 5 shall
     survive  the  sale  of  the  Securities  pursuant  to a Registration
     Statement and shall remain in full  force  and effect, regardless of
     any   termination   or   cancellation  of  this  Agreement  or   any
     investigation made by or on behalf of any indemnified party.

          6.   Additional  Interest   Under  Certain  Circumstances.  (a)
     Additional interest (the "Additional Interest") with respect to  the
     Initial  Securities  shall  be  assessed  as  follows  if any of the
     following events  occur (each such  event  in  clauses  (i)  through
     (iii) below a "Registration  Default" and each period during which a
     Registration Default has occurred and is continuing, a "Registration
     Default Period"):
     
               (1)  If  by  February 20, 1999, neither the Exchange Offer
     Registration  Statement  nor a Shelf Registration Statement has been
     filed with the Commission;
     
               (2)  If  by June 20, 1999, neither the Registered Exchange
     Offer  is  consummated  nor,  if required in lieu thereof, the Shelf
     Registration Statement  is  declared effective by the Commission; or

               (3)  If  after  either  the  Exchange  Offer  Registration
     Statement or the Shelf Registration Statement is declared  effective
     (A) such Registration  Statement  thereafter ceases to be effective;
     or (B) such Registration Statement or the related  prospectus ceases
     to  be  usable  (except as permitted in paragraph (b)) in connection
     with  resales  of  Transfer Restricted Securities during the periods
     specified  herein because either (1) any event occurs as a result of
     which  the  related  prospectus  forming part  of  such Registration
     Statement  would  include any untrue statement of a material fact or
     omit  to  state  any  material fact necessary to make the statements
     therein in the light of the circumstances under which they were made
     not  misleading,  or  (2)  it  shall  be  necessary  to  amend  such
     Registration  Statement  or  supplement  the  related prospectus, to
     comply with the Securities Act or the Exchange Act or the respective
     rules thereunder.

     Additional Interest shall accrue on the Initial Securities over  and
     above the interest set forth in the title of the Securities from and
     including  the  date  on which any such Registration  Default  shall
     occur  to  but  excluding the date on which  all  such  Registration
     Defaults  have  been cured, at the rate of 0.25% per annum  for  the
     first 90 days of each Registration Default Period and at the rate of
     0.50%  per  annum  thereafter  for the  remaining  portion  of  such
     Registration Default Period.
     
               (2)  A  Registration  Default  referred to in Section 6(a)
     (iii)(B)  hereof  shall  be  deemed not  to  have  occurred  and  be
     continuing  in relation to a  Shelf  Registration  Statement  or the
     related prospectus if (i)  such  Registration  Default  has occurred
     solely as a result of (x) the filing of a  post-effective  amendment
     to such Shelf Registration Statement to   incorporate annual audited
     financial information with respect to  the  Company where such post-
     effective amendment is not yet effective and  needs  to  be declared
     effective  to permit Holders to use the related  prospectus  or  (y)
     other material events, with respect to the Company that  would  need
     to be described in such Shelf Registration Statement or the  related
     prospectus  and  (ii)  in  the  case  of  clause (y), the Company is
     proceeding  promptly  and  in good faith to amend or supplement such
     Shelf Registration Statement and related prospectus to describe such
     events;  provided,  however,  that  in any case if such Registration
     Default  occurs  for  a  continuous  period  in  excess  of 30 days,
     Additional Interest  shall  be  payable in accordance with the above
     paragraph  from  the day such Registration Default occurs until such
     Registration Default is cured.
     
               (3)  Any  amounts  of  Additional Interest due pursuant to
     clause (i), (ii)  or  (iii) of Section 6(a) above will be payable in
     cash on  the  regular  interest  payment  dates  with respect to the
     Initial  Securities.  The  amount  of  Additional  Interest  will be
     determined by multiplying the applicable Additional Interest rate by
     the principal amount of the  Initial  Securities,  multiplied  by  a
     fraction,  the  numerator  of  which  is  the  number  of  days such
     Additional  Interest  rate  was   applicable   during  such   period
     (determined on the basis of a  360-day  year comprised of twelve 30-
     day months), and the denominator of which is 360.

               (4)  "Transfer Restricted Securities" means each  Security
     until (i) thedate  on  which  such  Transfer Restricted Security has
     been exchanged by  a  person other than a broker-dealer for a freely
     transferable  Exchange  Security  in  the Registered Exchange Offer,
     (ii) following the exchange by  a  broker-dealer  in  the Registered
     Exchange Offer of a Initial  Security  for an Exchange Security, the
     date on which such Exchange Security is  sold  to  a  purchaser  who
     receives  from such broker-dealer on or prior to the  date  of  such
     sale  a  copy  of  the  prospectus  contained  in the Exchange Offer
     Registration  Statement,  (iii)  the  date  on  which  such  Initial
     Security  has  been  effectively registered under the Securities Act
     and disposed of in  accordance with the Shelf Registration Statement
     or (iv)  the date on which such Initial Securities is distributed to
     the public  pursuant  to  Rule  144  under  the Securities Act or is
     saleable pursuant to Rule 144(k) under the Securities Act.

          7.   Rules 144 and 144A. The Company shall use its best efforts
     to  file the reports required to be filed by it under the Securities
     Act and  the Exchange Act in a timely manner and, if at any time the
     Company is  not  required  to  file  such reports, it will, upon the
     request of any Holder of Initial Securities, make publicly available
     other information  so  long  as  necessary  to permit sales of their
     securities pursuant to Rules  144  and  144A.  The Company covenants
     that it will take such  further  action  as  any  Holder  of Initial
     Securities may reasonably request, all to  the  extent required from
     time  to  time  to  enable  such Holder to sell  Initial  Securities
     without registration under the Securities Act within the  limitation
     of the exemptions provided by Rules  144  and  144A  (including  the
     requirements of Rule 144A(d)(4)).  The Company  will  provide a copy
     of this Agreement to prospective purchasers  of  Initial  Securities
     identified to the Company by the Initial Purchasers  upon   request.
     Upon the request of any Holder of Initial Securities,  the   Company
     shall  deliver  to  such Holder a written statement as to whether it
     has  complied with such requirements. Notwithstanding the foregoing,
     nothing in this Section 7 shall be deemed to require the Company  to
     register any of its securities pursuant to the Exchange Act.
     
          8.   Underwritten   Registrations.   If  any  of  the  Transfer
     Restricted  Securities  covered  by any Shelf Registration are to be
     sold  in   an   underwritten  offering,  the  investment  banker  or
     investment bankers and  manager or managers that will administer the
     offering ("Managing  Underwriters") will be selected by the  Holders
     of  a  majority  in  aggregate  principal  amount  of  such Transfer
     Restricted Securities to be included in such offering.

          No  person  may  participate  in any underwritten  registration
     hereunder  unless  such  person (i) agrees  to  sell  such  person's
     Transfer  Restricted Securities on the basis reasonably provided  in
     any  underwriting  arrangements approved  by  the  persons  entitled
     hereunder  to  approve  such arrangements  and  (ii)  completes  and
     executes   all  questionnaires,  powers  of  attorney,  indemnities,
     underwriting  agreements  and  other documents  reasonably  required
     under the terms of such underwriting arrangements.
     
          9.   Miscellaneous.
     
             (1)  Amendments  and  Waivers.    The   provisions  of  this
     Agreement may not be amended,  modified or supplemented, and waivers
     or consents to  departures  from  the  provisions  hereof may not be
     given, except by the Company and the  written consent of the Holders
     of a majority in principal amount of the Securities affected by such
     amendment, modification, supplement, waiver or consents.
     
             (2)  Notices.  All notices and other communications provided
     for or permitted hereunder shall be made in writing by hand delivery,
     first-class  mail,  facsimile  transmission,  or  air  courier which
     guarantees overnight delivery:

             (1)  if to  a  Holder  of the Securities, at the most current
          address given by such Holder to the Company.
          
             (2)  if to the Initial Purchasers;
          
                    Credit Suisse First Boston Corporation
                    Eleven Madison Avenue
                    New York, NY 10010-3629
                    Fax No.:  (212) 325-8278
                    Attention:  Transactions Advisory Group
          
          with a copy to:
     
                    Andrews & Kurth L.L.P.
                    805 Third Avenue
                    New York, New York 10022
                    Attention: Allan D. Reiss
                    
             (3)  if to the Company, at its address as follows:
          
                    R&B Falcon Corporation
                    901 Threadneedle, Suite 200
                    Houston, Texas 77079
                    Attention: Leighton E. Moss
                    
          with a copy to:
     
                    Gardere & Wynne, L.L.P.
                    3000 Thanksgiving Tower
                    1601 Elm Street
                    Dallas, Texas 75201-4761
                    Attention: C. Robert Butterfield
          
          All  such  notices and communications shall be deemed  to  have
     been  duly  given:   at  the time delivered by hand,  if  personally
     delivered;  three business days after being deposited in  the  mail,
     postage  prepaid,  if  mailed;  when  receipt  is  acknowledged   by
     recipient's  facsimile  machine  operator,  if  sent  by   facsimile
     transmission;  and on the day delivered, if sent  by  overnight  air
     courier guaranteeing next day delivery.
     
             (3)  No Inconsistent Agreements.  The Company has not, as of
     the date hereof, entered into, nor shall it, on or  after  the  date
     hereof,  enter  into,  any  agreement with respect to its securities
     that is inconsistent with  the  rights granted to the Holders herein
     or otherwise conflicts with the provisions hereof.
     
             (4)  Successors and Assigns. This Agreement shall be binding
     upon the Company and its successors and assigns.

             (5)  Counterparts.  This  Agreement  may be  executed in any
     number  of  counterparts  and  by  the  parties  hereto  in separate
     counterparts, each of which  when  so executed shall be deemed to be
     an original and all of which taken together shall constitute one and
     the same agreement.

             (6)  Headings.  The  headings  in  this  Agreement  are  for
     convenience  of  reference  only  and  shall  not limit or otherwise
     affect the meaning hereof.

             (7)  Governing Law.  THIS  AGREEMENT  SHALL  BE GOVERNED BY,
     AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
     WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

             (8)  Severability.  If  any  one  or  more of the provisions
     contained herein, or the application thereof in any circumstance, is
     held invalid, illegal  or  unenforceable, the validity, legality and
     enforceability of  any  such provision in every other respect and of
     the remaining provisions  contained  herein shall not be affected or
     impaired thereby.

             (9)  Securities Held by the Company. Whenever the consent or
     approval of Holders of a specified percentage of principal amount of
     Securities  is required hereunder, Securities held by the Company or
     its  affiliates (other than subsequent Holders of Securities if such
     subsequent Holders are  deemed  to be affiliates solely by reason of
     their  holdings  of  such  Securities)  shall  not  be  counted   in
     determining whether such  consent  or  approval  was  given  by  the
     Holders of such required percentage.

             (10) Submission to Jurisdiction.  The Company hereby submits
     to the non-exclusive jurisdiction of the Federal and state courts in
     the  Borough  of  Manhattan  in  The City of New York in any suit or
     proceeding  arising  out  of  or  relating  to this Agreement or the
     transactions contemplated hereby.
    
          If  the  foregoing is in accordance with your understanding  of
     our  agreement, please sign and return to the Company a  counterpart
     hereof, whereupon this instrument, along with all counterparts, will
     become a binding agreement among the several Initial Purchasers  and
     the Company in accordance with its terms.
     
          
                                   Very truly yours,
                                   
                                   R&B FALCON CORPORATION
                                   
                                   
                                   
                                   By: /S/ LEIGHTON MOSS
                                      ------------------------
                                      Name: Leighton Moss
                                      Title: VP
                                   
          
          The foregoing Registration
          Rights  Agreement is hereby confirmed and accepted  as  of  the
             date first above written.
          
          CREDIT SUISSE FIRST BOSTON CORPORATION
          NATIONSBANC MONTGOMERY SECURITIES LLC
          PARIBAS CORPORATION
          
          
by: Credit Suisse First Boston
    Corporation



   By: /S/ ROBERT A. HANSEN
      -------------------------
      Name: Robert A. Hansen
      Title: Director


                                                                  ANNEX A
          
          
          Each  broker-dealer that receives Exchange Securities  for  its
     own account pursuant to the Exchange Offer must acknowledge that  it
     will  deliver  a  prospectus in connection with any resale  of  such
     Exchange  Securities.  The Letter of Transmittal states that  by  so
     acknowledging  and by delivering a prospectus, a broker-dealer  will
     not  be  deemed  to  admit  that it is an "underwriter"  within  the
     meaning  of  the  Securities Act.  This Prospectus,  as  it  may  be
     amended  or supplemented from time to time, may be used by a broker-
     dealer in connection with resales of Exchange Securities received in
     exchange  for Initial Securities where such Initial Securities  were
     acquired   by  such  broker-dealer  as  a  result  of  market-making
     activities  or  other trading activities.  The  Company  has  agreed
     that, for a period of 180 days after the Expiration Date (as defined
     herein), it will make this Prospectus available to any broker-dealer
     for  use  in  connection  with  any  such  resale.   See  "Plan   of
     Distribution."
     

                                                                  ANNEX B
          
          
          Each  broker-dealer that receives Exchange Securities  for  its
     own  account in exchange for Initial Securities, where such  Initial
     Securities were acquired by such broker-dealer as a result of market-
     making activities or other trading activities, must acknowledge that
     it  will deliver a prospectus in connection with any resale of  such
     Exchange Securities.  See "Plan of Distribution."
     


                                                                  ANNEX C
          
          
                               PLAN OF DISTRIBUTION
       
          Each  broker-dealer that receives Exchange Securities  for  its
     own account pursuant to the Exchange Offer must acknowledge that  it
     will  deliver  a  prospectus in connection with any resale  of  such
     Exchange  Securities.   This Prospectus, as it  may  be  amended  or
     supplemented  from time to time, may be used by a  broker-dealer  in
     connection with resales of Exchange Securities received in  exchange
     for  Initial Securities where such Initial Securities were  acquired
     as a result of market-making activities or other trading activities.
     The  Company  has agreed that, for a period of 180  days  after  the
     Expiration  Date,  it  will  make this  prospectus,  as  amended  or
     supplemented,  available to any broker-dealer for use in  connection
     with any such resale.
     
          The  Company  will not receive any proceeds from  any  sale  of
     Exchange Securities by broker-dealers.  Exchange Securities received
     by  broker-dealers for their own account pursuant  to  the  Exchange
     Offer  may be sold from time to time in one or more transactions  in
     the over-the-counter market, in negotiated transactions, through the
     writing  of  options on the Exchange Securities or a combination  of
     such  methods of resale, at market prices prevailing at the time  of
     resale,  at  prices  related  to such prevailing  market  prices  or
     negotiated  prices.   Any  such  resale  may  be  made  directly  to
     purchasers  or  to  or through brokers or dealers  who  may  receive
     compensation in the form of commissions or concessions from any such
     broker-dealer  or  the  purchasers of any such Exchange  Securities.
     Any   broker-dealer  that  resells  Exchange  Securities  that  were
     received  by  it for its own account pursuant to the Exchange  Offer
     and any broker or dealer that participates in a distribution of such
     Exchange Securities may be deemed to be an "underwriter" within  the
     meaning  of the Securities Act and any profit on any such resale  of
     Exchange  Securities and any commission or concessions  received  by
     any such persons may be deemed to be underwriting compensation under
     the  Securities  Act.   The Letter of Transmittal  states  that,  by
     acknowledging that it will deliver and by delivering a prospectus, a
     broker-dealer  will  not  be  deemed  to  admit  that   it   is   an
     "underwriter" within the meaning of the Securities Act.
     
          For  a period of 180 days after the Expiration Date the Company
     will  promptly  send  additional copies of this Prospectus  and  any
     amendment or supplement to this Prospectus to any broker-dealer that
     requests  such documents in the Letter of Transmittal.  The  Company
     has  agreed  to  pay  all expenses incident to  the  Exchange  Offer
     (including  the  expenses of one counsel  for  the  Holders  of  the
     Securities) other than commissions or concessions of any brokers  or
     dealers  and will indemnify the Holders of the Securities (including
     any   broker-dealers)   against   certain   liabilities,   including
     liabilities under the Securities Act.

     
                                                                  ANNEX D
          
          [      ]  CHECK  HERE IF YOU ARE A BROKER-DEALER  AND  WISH  TO
     RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF  ANY
     AMENDMENTS OR SUPPLEMENTS THERETO.
     
          
                 Name:____________________________
                 Address:___________________________
                         ___________________________
          
          

          If  the  undersigned  is not a broker-dealer,  the  undersigned
     represents that it is not engaged in, and does not intend to  engage
     in, a distribution of Exchange Securities.  If the undersigned is  a
     broker-dealer  that  will receive Exchange Securities  for  its  own
     account in exchange for Initial Securities that were acquired  as  a
     result  of market-making activities or other trading activities,  it
     acknowledges  that it will deliver a prospectus in  connection  with
     any resale of such Exchange Securities; however, by so acknowledging
     and  by  delivering a prospectus, the undersigned will not be deemed
     to  admit  that  it is an "underwriter" within the  meaning  of  the
     Securities Act.