Exhibit 4.21
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                     R&B FALCON CORPORATION
                                                , as Issuer

                              and

           CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
                                                , as Trustee


                           INDENTURE

                 Dated as of December 22, 1998


                          $400,000,000

                     SERIES A AND SERIES B

                9-1/8% SENIOR NOTES DUE 2003

                  9-1/2% SENIOR NOTES DUE 2008

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                     CROSS-REFERENCE TABLE*

TIA Section                                   Indenture Section

310 (a)(1)                                          6.10
       (a)(2)                                       6.10
       (a)(3)                                       N.A.
       (a)(4)                                       N.A.
       (a)(5)                                       6.10
       (b)                                          6.10; 7.01(b)
       (c)                                          N.A.
311 (a)                                             6.11
       (b)                                          6.11
       (c)                                          N.A.
312 (a)                                             2.05
       (b)                                          11.03
       (c)                                          11.03
313 (a)                                             6.06
       (b)                                          6.06
       (c)                                          6.06
       (d)                                          6.06
314 (a)                                             3.03
       (b)                                          N.A.
       (c)(1)                                       11.04
       (c)(2)                                       11.04
       (c)(3)                                       N.A.
       (d)                                          N.A.
       (e)                                          11.05
       (f)                                          N.A.
315 (a)                                             6.01(b)
       (b)                                          6.05
       (c)                                          6.01(a)
       (d)                                          6.01(c)
       (e)                                          5.11
316 (a)(last sentence)                              2.09
       (a)(1)(A)                                    5.05
       (a)(1)(B)                                    5.04
       (a)(2)                                       N.A.
       (b)                                          5.07
       (c)                                          8.04
317 (a)(1)                                          5.08
       (a)(2)                                       5.09
       (b)                                          2.04
318 (a)                                             10.01
318 (c)                                             10.01

N.A. means not applicable
* This Cross-Reference Table is not part of this Indenture


                       TABLE OF CONTENTS

                          ARTICLE I
           
            DEFINITIONS AND INCORPORATION BY REFERENCE
                                    
Section 1.01   Definitions                                      1
Section 1.02   Other Definitions                               16
Section 1.03   Incorporation by Reference of
                  Trust Indenture Act                          16
Section 1.04   Rules of Construction                           17

                        ARTICLE II

                      THE SECURITIES
                                    
Section 2.01   Form and Dating                                 17
Section 2.02   Execution and Authentication                    18
Section 2.03   Registrar and Paying Agent                      19
Section 2.04   Paying Agent to Hold Money in Trust             20
Section 2.05   Holder Lists                                    20
Section 2.06   Transfer and Exchange                           20
Section 2.07   Certificated Securities                         24
Section 2.08   Replacement Securities                          25
Section 2.09   Outstanding Securities                          26
Section 2.10   Treasury Securities                             26
Section 2.11   Temporary Securities                            26
Section 2.12   Cancellation                                    27
Section 2.13   Defaulted Interest                              27
Section 2.14   Persons Deemed Owners                           27

                         ARTICLE III

                         COVENANTS
                                    
Section 3.01   Payment of Securities                           27
Section 3.02   Maintenance of Office or Agency                 28
Section 3.03   SEC Reports; Financial Statements               28
Section 3.04   Compliance Certificate                          29
Section 3.05   Corporate Existence                             29
Section 3.06   Maintenance of Properties                       30
Section 3.07   Payment of Taxes and Other Claims               30
Section 3.08   Waiver of Stay, Extension or Usury Laws         30
Section 3.09   Limitation on Indebtedness                      31
Section 3.10   Limitation on Sale/Leaseback Transactions       33
Section 3.11   Limitation on Liens                             33
Section 3.12   Limitation on Restricted Payments               35
Section 3.13   Covenant Termination                            37
Section 3.14   Registration Rights Agreement                   37

                         ARTICLE IV

                         SUCCESSORS
                                    
Section 4.01   Limitations on Mergers and Consolidations       38
Section 4.02   Successor Corporation Substituted               38

                         ARTICLE V

                   DEFAULTS AND REMEDIES
                                    
Section 5.01   Events of Default                               39
Section 5.02   Acceleration                                    41
Section 5.03   Other Remedies                                  41
Section 5.04   Waiver of Existing Defaults                     42
Section 5.05   Control by Majority                             42
Section 5.06   Limitations on Suits                            42
Section 5.07   Rights of Holders to Receive Payment            43
Section 5.08   Collection Suit by Trustee                      43
Section 5.09   Trustee May File Proofs of Claim                43
Section 5.10   Priorities                                      44
Section 5.11   Undertaking for Costs                           44

                        ARTICLE VI

                         TRUSTEE
                                    
Section 6.01   Duties of Trustee                               44
Section 6.02   Rights of Trustee                               46
Section 6.03   Individual Rights of Trustee                    47
Section 6.04   Trustee's Disclaimer                            47
Section 6.05   Notice of Defaults                              47
Section 6.06   Reports by Trustee to Holders                   47
Section 6.07   Compensation and Indemnity                      48
Section 6.08   Replacement of Trustee                          48
Section 6.09   Successor Trustee by Merger, etc                49
Section 6.10   Eligibility; Disqualification                   50
Section 6.11   Preferential Collection of
                   Claims Against Company                      50

                    ARTICLE VII

             DISCHARGE OF INDENTURE
                                    
Section 7.01   Termination of Company's Obligations            50
Section 7.02   Application of Trust Money                      53
Section 7.03   Repayment to Company                            53
Section 7.04   Reinstatement                                   53

                       ARTICLE VIII

                        AMENDMENTS
                                    
Section 8.01   Without Consent of Holders                      54
Section 8.02   With Consent of Holders                         55
Section 8.03   Compliance with Trust Indenture Act             56
Section 8.04   Revocation and Effect of Consents               56
Section 8.05   Notation on or Exchange of Securities           57
Section 8.06   Trustee to Sign Amendments, etc                 57

                       ARTICLE IX
 
                GUARANTEES OF SECURITIES
                                    
Section 9.01   Unconditional Guarantees                        58
Section 9.02   Limitation of Guarantor's Liability             60
Section 9.03   Contribution                                    60
Section 9.04   Execution and Delivery of Guarantees            60
Section 9.05   Addition of Guarantors                          61
Section 9.06   Release of Guarantee                            61
Section 9.07   Consent to Jurisdiction and Service of Process  62
Section 9.08   Waiver of Immunity                              62
Section 9.09   Judgment Currency                               63

                       ARTICLE X

                       REDEMPTION
                                    
Section 10.01  Notices to Trustee                              63
Section 10.02  Selection of Securities to be Redeemed          63
Section 10.03  Notices to Holders                              64
Section 10.04  Effect of Notices of Redemption                 65
Section 10.05  Deposit of Redemption Price                     65
Section 10.06  Securities Redeemed in Part                     65
Section 10.07  Optional Redemption                             65

                      ARTICLE XI

                     MISCELLANEOUS
                                    
Section 11.01  Trust Indenture Act Controls                    66
Section 11.02  Notices                                         66
Section 11.03  Communication by Holders with Other Holders     68
Section 11.04  Certificate and Opinion as to
                   Conditions Precedent                        68
Section 11.05  Statements Required in Certificate or Opinion   69
Section 11.06  Rules by Trustee and Agents                     69
Section 11.07  Legal Holidays                                  69
Section 11.08  No Recourse Against Others                      69
Section 11.09  Governing Law                                   70
Section 11.10  No Adverse Interpretation of Other Agreements   70
Section 11.11  Successors                                      70
Section 11.12  Severability                                    70
Section 11.13  Counterpart Originals                           70
Section 11.14  Table of Contents, Headings, etc                70


                       EXHIBITS

EXHIBIT A Form of 5-Year Security                             A-1
EXHIBIT B Form of 10-Year Security                            B-1
EXHIBIT C Form of Supplemental Indenture                      C-1



Indenture dated as of December 22, 1998 between R&B Falcon Corporation, a
Delaware  corporation (the "Company"), and Chase Bank of Texas,  National
Association, a national banking association (the "Trustee").

Each party agrees as follows for the benefit of the other parties and for
the  equal and ratable benefit of the Holders of the Company's (i) 9-1/8%
Series A Senior Notes due 2003 (the "Series A 5-Year Securities") and  9-
1/8% Series B Senior Notes due 2003 (the "Series B 5-Year Securities" and
with the Series A 5-Year Securities, the "5-Year Securities") and (ii) 9-
1/2%  Series  A Senior Notes due 2008 (the "Series A 10-Year Securities")
and  9-1/2%  Series  B  Senior  Notes due 2008  (the  "Series  B  10-Year
Securities"  and  with  the  Series A 10-Year  Securities,  the  "10-Year
Securities").  The Series A 5-Year Securities and the  Series  A  10-Year
Securities  are  collectively  referred  to  herein  as  the  "Series   A
Securities", and the Series B 5-Year Securities and the Series B  10-Year
Securities  are  collectively  referred  to  herein  as  the  "Series   B
Securities."  In addition, each of the 5-Year Securities and the  10-Year
Securities shall constitute a "series" of Securities:

                               ARTICLE II
                                    
               DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01  DefinitionsSection

"Acquired Indebtedness" means, with respect to any specified Person   (i)
Indebtedness  of any other Person existing at the time such other  Person
is  merged with or into or became a Subsidiary of such specified  Person,
whether  or not such Indebtedness is incurred in connection with,  or  in
contemplation of, such other Person merging with or into, or  becoming  a
Subsidiary of, such specified Person and (ii) Indebtedness secured  by  a
Lien encumbering any asset acquired by such specified Person.

"Adjusted Net Assets" of a Guarantor at any date means the lesser of  (x)
the  amount by which the fair value of the property of such Guarantor  at
such  date  exceeds  the total amount of liabilities, including,  without
limitation,  the probable amount of contingent liabilities (after  giving
effect  to all other fixed and contingent liabilities incurred or assumed
on  such  date) of such Guarantor at such date, but excluding liabilities
under  the  Guarantee of such Guarantor, and (y) the amount by which  the
present fair saleable value of the assets of such Guarantor at such  date
exceeds the amount that will be required to pay the probable liability of
such  Guarantor on its debts (after giving effect to all other fixed  and
contingent liabilities incurred or assumed on such date and after  giving
effect to any collection from any Subsidiary of such Guarantor in respect
of  any  obligations  of  such Subsidiary under  the  Guarantee  of  such
Guarantor), excluding debt in respect of the Guarantee of such Guarantor,
as they become absolute and matured.

"Affiliate"  of  any  specified  Person  means  any  Person  directly  or
indirectly  controlling  or controlled by, or under  direct  or  indirect
common  control  with,  such  specified Person.   For  purposes  of  this
definition,  "control" of a Person shall mean the  power  to  direct  the
management  and policies of such Person, directly or indirectly,  whether
through the ownership of voting securities, by contract or otherwise, and
the  terms "controlling" and "controlled" shall have meanings correlative
to the foregoing.  The Trustee may request and may conclusively rely upon
an  Officers" Certificate to determine whether any Person is an Affiliate
of any specified Person.

"Agent" means any Registrar or Paying Agent.

"Attributable Indebtedness," when used with respect to any Sale/Leaseback
Transaction,  means, as at the time of determination, the  present  value
(discounted at the rate set forth or implicit in the terms of  the  lease
included in such transaction) of the total obligations of the lessee  for
rental  payments (other than amounts required to be paid  on  account  of
property  taxes, maintenance, repairs, insurance, assessments, utilities,
operating  and  labor  costs  and other items  which  do  not  constitute
payments  for  property rights) during the remaining term  of  the  lease
included  in  such Sale/Leaseback Transaction (including any  period  for
which such lease has been extended).

"Average  Life" means, as of the date of determination, with  respect  to
any  Indebtedness or Preferred Stock, the quotient obtained  by  dividing
(i)  the  sum  of  the  products of numbers of years  from  the  date  of
determination to the dates of each successive scheduled principal payment
of  such  Indebtedness or redemption or similar payment with  respect  to
such Preferred Stock multiplied by the amount of such payment by (ii) the
sum of all such payments.

"Bankruptcy Law" means Title 11, U.S. Code or any similar federal,  state
or foreign law for the relief of debtors.

"Board  of Directors" means the Board of Directors of the Company or  any
committee thereof duly authorized, with respect to any particular matter,
to act by or on behalf of the Board of Directors of the Company.

"Business Day" means any day that is not a Legal Holiday.

"Capital  Stock" means, with respect to any Person, any and  all  shares,
interests,  rights  to  purchase, warrants or  options  (whether  or  not
currently  exercisable),  participations  or  other  equivalents  of   or
interests in (however designated) the equity (which includes, but is  not
limited  to,  common  stock, preferred stock and  partnership  and  joint
venture interests) of such Person (excluding any debt securities that are
convertible into, or exchangeable for, such equity).

"Capitalized Lease Obligation" of any Person means any obligation of such
Person  to pay rent or other amounts under a lease of property,  real  or
personal,  that  is  required to be capitalized for  financial  reporting
purposes in accordance with GAAP; and the amount of such obligation shall
be the capitalized amount thereof determined in accordance with GAAP.

"Cliffs  Drilling  Company"  means Cliffs Drilling  Company,  a  Delaware
corporation and a wholly-owned subsidiary of the Company.

"Cliffs  Senior Notes" means $200 million aggregate principal  amount  of
10"% Senior Notes due 2003 of Cliffs Drilling Company.

"Common  Equity"  of any Person means and includes all Capital  Stock  of
such  Person that is generally entitled (without regard to the occurrence
of  any  contingency) to (i) vote in the election of  directors  of  such
Person,  or  (ii) if such Person is not a corporation, vote or  otherwise
participate in the selection of the governing body, partners, managers or
others that will control the management and policies of such Person.

"Company"  means the Person named as the "Company" in the first paragraph
of  this instrument until a successor corporation shall have become  such
pursuant  to the applicable provisions of this Indenture, and  thereafter
"Company" shall mean such successor corporation; provided, however,  that
for  purposes of any provision contained herein which is required by  the
TIA, "Company" shall also mean each Guarantor, if any.

"Consolidated  EBITDA  Coverage Ratio" as of any  date  of  determination
means  the ratio of (a) the aggregate amount of EBITDA for the period  of
the  most recent four consecutive fiscal quarters ending at least 45 days
prior  to  the  date  of such determination to (b) Consolidated  Interest
Expense for such four fiscal quarters; provided, however, that (i) if the
Company or any Restricted Subsidiary has Incurred any Indebtedness  since
the  beginning  of  such  period  that  remains  outstanding  or  if  the
transaction giving rise to the need to calculate the Consolidated  EBITDA
Coverage  Ratio  is  an issuance of Indebtedness,  or  both,  EBITDA  and
Consolidated  Interest Expense for such period shall be calculated  after
giving  effect  on  a  pro forma basis to such Indebtedness  as  if  such
Indebtedness  had  been issued on the first day of such  period  and  the
discharge  of  any  other Indebtedness repaid, repurchased,  defeased  or
otherwise  discharged with the proceeds of such new  Indebtedness  as  if
such  discharge  had occurred on the first day of such  period,  (ii)  if
since  the  beginning  of  such  period the  Company  or  any  Restricted
Subsidiary  shall have made any asset disposition, the  EBITDA  for  such
period  shall  be reduced by an amount equal to the EBITDA (if  positive)
directly  attributable to the assets which are the subject of such  asset
disposition  for  such period, or increased by an  amount  equal  to  the
EBITDA (if negative), directly attributable thereto for such period,  and
Consolidated  Interest Expense for such period shall  be  reduced  by  an
amount  equal  to the Consolidated Interest Expense directly attributable
to  any  Indebtedness of the Company or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to the Company
and  its continuing Restricted Subsidiaries in connection with such asset
dispositions for such period (or, if the Capital Stock of any  Restricted
Subsidiary  is  sold, the Consolidated Interest Expense for  such  period
directly  attributable to the Indebtedness of such Restricted  Subsidiary
to  the  extent the Company and its continuing Subsidiaries are no longer
liable  for  such  Indebtedness after such  sale),  (iii)  if  since  the
beginning  of  such period the Company or any Restricted  Subsidiary  (by
merger  or  otherwise) shall have made an Investment  in  any  Restricted
Subsidiary  (or any Person which becomes a Restricted Subsidiary)  or  an
acquisition  of assets, including any acquisition of assets occurring  in
connection with a transaction causing a calculation to be made hereunder,
which  constitutes  all or substantially all of an operating  unit  of  a
business, EBITDA and Consolidated Interest Expense for such period  shall
be  calculated  after  giving  pro forma effect  thereto  (including  the
issuance  of  any  Indebtedness)  as if such  Investment  or  acquisition
occurred on the first day of such period, and (iv) if since the beginning
of  such  period  any  Person  (that  subsequently  became  a  Restricted
Subsidiary  or  was  merged with or into the Company  or  any  Restricted
Subsidiary since the beginning of such period) shall have made any  asset
disposition  or  any  Investment that would have required  an  adjustment
pursuant  to  clause  (ii) or (iii) above if made by  the  Company  or  a
Restricted   Subsidiary  during  such  period,  EBITDA  and  Consolidated
Interest  Expense  for such period shall be calculated after  giving  pro
forma  effect thereto as if such asset disposition or Investment occurred
on the first day of such period.

      For purposes of this definition, whenever pro forma effect is to be
given  to  an  acquisition of assets, the amount of  income  or  earnings
relating  thereto,  and  the  amount  of  Consolidated  Interest  Expense
associated with any Indebtedness issued in connection therewith, the  pro
forma  calculations shall be determined in good faith  by  a  responsible
financial  or  accounting Officer of the Company.   If  any  Indebtedness
bears  a  floating rate of interest and is being given pro forma  effect,
the  interest of such Indebtedness shall be calculated as if the rate  in
effect on the date of determination had been the applicable rate for  the
entire period (taking into account any Interest Rate Protection Agreement
applicable   to  such  Indebtedness  if  such  Interest  Rate  Protection
Agreement has a remaining term in excess of 12 months).

      For  purposes  of this definition, in the case of  the  acquisition
since  the  beginning  of  such period of a drilling  rig,  drillship  or
similar vessel (or of a Restricted Subsidiary owning same) by the Company
or by a Restricted Subsidiary pursuant to a binding purchase agreement or
the  delivery  since  the beginning of such period  of  a  drilling  rig,
drillship  or  similar  vessel to the Company or a Restricted  Subsidiary
pursuant  to  a  binding  construction contract, if  such  drilling  rig,
drillship or similar vessel has been earning a day rate for at least  one
full  fiscal  quarter  under a binding drilling contract  constituting  a
Qualifying  Contract,  pro forma effect shall be given  to  the  earnings
(losses)  of such drilling rig, drillship or similar vessel  as  if  such
drilling rig, drillship or similar vessel were acquired on the first  day
of  such  period, by basing such earnings (losses) on the annualized  (x)
historical revenues actually earned from such Qualifying Contract and (y)
actual  expenses  related thereto, in each case  for  each  full  quarter
during  such  period  in which such drilling rig,  drillship  or  similar
vessel was earning a day rate under such Qualifying Contract.

"Consolidated Interest Expense" means, for any period, the total interest
expense  of  the  Company  and its consolidated Restricted  Subsidiaries,
plus,  to  the extent not included in such interest expense: (i) interest
expense  attributable to Capitalized Lease Obligations; (ii) amortization
of debt discount and debt issuance cost; (iii) capitalized interest; (iv)
non-cash interest payments; (v) commissions, discounts and other fees and
charges  owed  with respect to letters of credit and bankers'  acceptance
financing;  (vi)  net  costs  under Interest Rate  Protection  Agreements
(including  amortization  of fees); (vii) dividends  in  respect  of  any
Redeemable  Stock held by Persons other than the Company or a  Restricted
Subsidiary;  (viii)  interest expense attributable  to  deferred  payment
obligations, and (ix) interest expense on Indebtedness of another  Person
to  the extent that such Indebtedness is guaranteed by the Company  or  a
Restricted Subsidiary.
"Consolidated  Net Income" means, for any period, the net income  of  the
Company and its consolidated subsidiaries; provided, however, that  there
shall  not be included in such Consolidated Net Income (i) any net income
of  any Person if such Person is not a Restricted Subsidiary, except that
(A)  the  Company's equity in the net income of any such Person for  such
period  shall  be  included in such Consolidated Net  Income  up  to  the
aggregate amount of cash actually distributed by such Person during  such
period  to the Company or a Restricted Subsidiary as a dividend or  other
distribution (subject, in the case of a dividend or other distribution to
a  Restricted  Subsidiary, to the limitations contained in  clause  (iii)
below) and (B) the Company's equity in a net loss of any such Person  for
such  period  shall  be  included in determining  such  Consolidated  Net
Income,  (ii) any net income of any Person acquired by the Company  or  a
Restricted  Subsidiary  in  a pooling of interests  transaction  for  any
period prior to the date of such acquisition, (iii) any net income of any
Restricted Subsidiary to the extent such Restricted Subsidiary is subject
to  restrictions, directly or indirectly, on the payment of dividends  or
the  making  of distributions by such Restricted Subsidiary, directly  or
indirectly,  to  the Company, except that (A) the net  income  of  Cliffs
Drilling Company shall be included notwithstanding the foregoing, (B) the
net  income  of a Restricted Subsidiary shall be included to  the  extent
such  net  income could be paid to the Company or a Restricted Subsidiary
by  loans,  advances,  intercompany transfers,  principal  repayments  or
otherwise,  (C)  the  Company's equity in the  net  income  of  any  such
Restricted  Subsidiary  for  such  period  shall  be  included  in   such
Consolidated  Net  Income  up to the aggregate amount  of  cash  actually
distributed  by  such Restricted Subsidiary during  such  period  to  the
Company  or  another  Restricted  Subsidiary  as  a  dividend  or   other
distribution (subject, in the case of a dividend or other distribution to
another  Restricted  Subsidiary,  to the  limitation  contained  in  this
clause) and (D) the Company's equity in a net loss of any such Restricted
Subsidiary  for  such  period  shall  be  included  in  determining  such
Consolidated Net Income, (iv) any gain (but not loss) realized  upon  the
sale  or  other  disposition of any property, plant or equipment  of  the
Company  or  its  consolidated subsidiaries (including  pursuant  to  any
sale-and-leaseback  arrangement) which is not sold or otherwise  disposed
of  in  the  ordinary  course of business and any  gain  (but  not  loss)
realized upon the sale or other disposition of any Capital Stock  of  any
Person,  (v) extraordinary, unusual or nonrecurring charges, (vi) charges
relating  to  the  extinguishment of debt obligations of Falcon  Drilling
Company  and  (vii)  the  cumulative effect of  a  change  in  accounting
principles.

"Consolidated   Net  Worth"  of  the  Company  means   the   consolidated
stockholders'  equity of the Company and its Subsidiaries, as  determined
in accordance with GAAP.

"Corporate  Trust Office of the Trustee" means the office of the  Trustee
at which the corporate trust business of the Trustee shall be principally
administered, which office shall initially be located at the  address  of
the  Trustee specified in Section 11.02 hereof and may be located at such
other address as the Trustee may give notice to the Company.

"Credit  Facilities" means, with respect to the Company or any Restricted
Subsidiary,  one or more debt facilities or commercial paper  facilities,
in  each  case  with banks or other institutional lenders  providing  for
revolving  credit  loans,  term loans, receivables  financing  (including
through  the  sale of receivables to such lenders or to  special  purpose
entities formed to borrow from such lenders against such receivables)  or
letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.

"Default"  means any event, act or condition that is, or after notice  or
the passage of time or both would be, an Event of Default.

"Depositary" means The Depository Trust Company, its nominees  and  their
respective successors.

"EBITDA"  for  any  period means the Consolidated  Net  Income  for  such
period,  plus  the  following  (but without duplication)  to  the  extent
deducted in calculating such Consolidated Net Income for such period: (i)
income   tax   expense,   (ii)  Consolidated  Interest   Expense,   (iii)
depreciation expense and (iv) amortization expense.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor statute.

"Exchange Offer" means the offer that may be made by the Company pursuant
to  a Registration Rights Agreement to exchange each series of the Series
B Securities for the corresponding series of Series A Securities.

"Exchange  Offer  Registration Statement" means a registration  statement
under  the  Securities Act relating to an Exchange Offer,  including  the
related prospectus.

"Exchangeable  Stock" means any Capital Stock which  is  exchangeable  or
convertible  into  another  security (other than  Capital  Stock  of  the
Company which is neither Exchangeable Stock nor Redeemable Stock).

"Funded  Indebtedness"  means  all Indebtedness  (including  Indebtedness
incurred under any revolving credit, letter of credit or working  capital
facility)  that matures by its terms, or that is renewable at the  option
of  any  obligor thereon to a date, more than one year after the date  on
which such Indebtedness is originally incurred.

"GAAP"  means  generally  accepted accounting principles  in  the  United
States  set  forth in the opinions and pronouncements of  the  Accounting
Principles   Board   of  the  American  Institute  of  Certified   Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity  as  may
be  approved by a significant segment of the accounting profession of the
United States, as in effect from time to time.

"Guarantor"  means  (i)  each Subsidiary of the Company  that  becomes  a
guarantor  of the Securities pursuant to Section 9.05 hereof,  (ii)  each
Subsidiary of the Company that executes a supplemental indenture in which
such  Subsidiary agrees to be bound by Article IX hereof  and  (iii)  any
Subsidiary  of  the  Company  that  is a  successor  corporation  of  any
Subsidiary of the Company referred to in clauses (i) or (ii).   The  term
"Guarantor"  shall not include any Subsidiary of the Company referred  to
in  clauses  (i)  through (iii) that shall have been  released  from  its
obligations under Article IX pursuant to Section 9.06 hereof.

"Hedging  Obligations" of any Person means the net obligations  (not  the
notional  amount)  of  such Person pursuant to  any  interest  rate  swap
agreement,  foreign  currency exchange agreement,  interest  rate  collar
agreement,  option  or  futures contract or other  similar  agreement  or
arrangement relating to interest rates or foreign exchange rates.

"Holder" means a Person in whose name a Security is registered.

"Incur" means issue, assume, guarantee, incur or otherwise become  liable
for;  provided,  however, that any Indebtedness or  Capital  Stock  of  a
Person existing at the time such Person becomes a Subsidiary (whether  by
merger,  consolidation, acquisition or otherwise) shall be deemed  to  be
Incurred  by  such Subsidiary at the time it becomes a  Subsidiary.   The
term "Incurrence" when used as a noun shall have a correlative meaning.

"Indebtedness" of any Person at any date means, without duplication,  (i)
all  indebtedness of such Person for borrowed money (whether or  not  the
recourse  of the lender is to the whole of the assets of such  Person  or
only to a portion thereof), (ii) all obligations of such Person evidenced
by  bonds,  debentures,  notes or other similar  instruments,  (iii)  all
obligations  of  such Person in respect of letters  of  credit  or  other
similar  instruments (or reimbursement obligations with respect thereto),
other than standby letters of credit and performance bonds issued by such
Person in the ordinary course of business, to the extent not drawn or, to
the  extent drawn, if such drawing is reimbursed not later than the third
Business Day following demand for reimbursement, (iv) all obligations  of
such Person to pay the deferred and unpaid purchase price of property  or
services,  except  trade payables and accrued expenses  incurred  in  the
ordinary  course  of business, (v) all Capitalized Lease  Obligations  of
such  Person, (vi) all Indebtedness of others secured by a  Lien  on  any
asset of such Person, whether or not such Indebtedness is assumed by such
Person, to the extent of the fair market value of all the assets of  such
Person  subject to such Lien, (vii) all Indebtedness of others guaranteed
by  such Person to the extent of such guarantee, (viii) Redeemable Stock,
valued  at  its  maximum fixed repurchase price,  and  (ix)  all  Hedging
Obligations of such Person.

"Indenture" means this Indenture as amended or supplemented from time  to
time.

"Independent  Investment Banker" means an independent investment  banking
institution of national standing appointed by the Company for purposes of
calculating  any Make-Whole Premium, provided, that if the Company  fails
to  make  such  appointment  at  least 45  Business  Days  prior  to  the
Redemption Date for any Security to be redeemed, or if the institution so
appointed  is  unwilling  or  unable  to  make  such  calculation,   such
calculation will be made by Credit Suisse First Boston Corporation or, if
such  firm  is  unwilling  or  unable to make  such  calculation,  by  an
independent investment banking institution of national standing appointed
by the Trustee.

"Initial  Purchasers"  means  Credit  Suisse  First  Boston  Corporation,
NationsBanc Montgomery Securities LLC and Paribas Corporation, as initial
purchasers in the Offering.

"Interest Payment Date" shall have the meaning assigned to such  term  in
the Securities.

"Interest  Rate  Protection  Agreement"  means  any  interest  rate  swap
agreement,  interest rate cap agreement or other financial  agreement  or
arrangement designed to protect the Company or any Restricted  Subsidiary
against fluctuations in interest rates.

"Investment"  in  any Person means any direct or indirect  advance,  loan
(other than advances to customers in the ordinary course of business that
are  recorded as accounts receivable on the balance sheet of the  lender)
or  other extensions of credit (including by way of guarantee or  similar
arrangement) or capital contribution to (by means of any transfer of cash
or  other property to others or any payment for property or services  for
the  account or use of others), or any purchase or acquisition of Capital
Stock,  Indebtedness or other similar instruments issued by such  Person.
For  purposes  of  the  definition  of   "Unrestricted  Subsidiary,"  the
definition  of  "Restricted Payment" and Section 3.12,  (i)  "Investment"
shall include the portion (proportionate to the Company's equity interest
in  such  Subsidiary) of the fair market value of the net assets  of  any
Subsidiary  of the Company at the time that such Subsidiary is designated
an  Unrestricted Subsidiary; provided, however, that upon a redesignation
of  such  Subsidiary  as a Restricted Subsidiary, the  Company  shall  be
deemed  to  continue to have a permanent "Investment" in an  Unrestricted
Subsidiary  equal to an amount (if positive) equal to (x)  the  Company's
"Investment"  in  such Subsidiary at the time of such redesignation  less
(y)  the portion (proportionate to the Company's equity interest in  such
Subsidiary) of the fair market value of the net assets of such Subsidiary
at  the time of such redesignation, and (ii) any property transferred  to
or  from  an  Unrestricted Subsidiary shall be valued at its fair  market
value  at the time of such transfer, in each case as determined  in  good
faith by the Board of Directors.

"Investment  Grade"  means BBB- or above, in the  case  of  S&P  (or  its
equivalent under any successor Rating Categories of S&P), Baa3 or  above,
in  the  case  of  Moody's (or its equivalent under any successor  Rating
Categories  of  Moody's), and the equivalent in  respect  of  the  Rating
Categories of any Rating Agencies substituted for S&P or Moody's.

"Issue  Date"  means the first date on which the Series A Securities  are
issued under this Indenture.

"Legal  Holiday"  means a Saturday, a Sunday or a day  on  which  banking
institutions in any of  New York, New York, Houston, Texas or a place  of
payment are authorized or obligated by law, regulation or executive order
to remain closed.

"Lien"  means,  with  respect to any asset, any mortgage,  lien,  pledge,
charge,  security interest or encumbrance of any kind in respect of  such
asset,  whether  or  not  filed, recorded or  otherwise  perfected  under
applicable law.  For the purposes of this Indenture, the Company  or  any
Subsidiary  of the Company shall be deemed to own subject to a  Lien  any
asset  which it has acquired or holds subject to the interest of a vendor
or  lessor  under  any  conditional  sale  agreement,  Capitalized  Lease
Obligation or other title retention agreement relating to such asset.

"Make-Whole  Premium" means, with respect to any 5-Year Security  or  10-
Year  Security  (or portion thereof) to be redeemed, an amount  equal  to
the excess, if any, of:

     (i)   the sum of the present values, calculated as of the Redemption
     Date, of:
     
          (A)  each interest payment that, but for such redemption, would
          have  been  payable on the Security (or portion thereof)  being
          redeemed  on  each  Interest Payment Date occurring  after  the
          Redemption Date (excluding any accrued and unpaid interest  for
          the period prior to the Redemption Date); and
          (B)   the principal amount that, but for such redemption, would
          have  been  payable at the final maturity of the  Security  (or
          portion thereof) being redeemed;
          
over
     (ii) the principal amount of the Security (or portion thereof) being
     redeemed.
     
The  present  values of interest and principal payments  referred  to  in
clause (i) above will be determined in accordance with generally accepted
principles of financial analysis.  Such present values will be calculated
by  discounting the amount of each payment of interest or principal  from
the  date  that each such payment would have been payable,  but  for  the
redemption,  to  the  Redemption Date at a discount  rate  equal  to  the
Treasury  Yield  plus  (i) 50 basis points in  the  case  of  the  5-Year
Securities and (ii) 50 basis points in the case of the 10-Year Securities
The  Make-Whole  Premium will be calculated by an Independent  Investment
Banker.

For  purposes  of  determining the Make-Whole Premium,  "Treasury  Yield"
means  a rate of interest per annum equal to the weekly average yield  to
maturity  of  United States Treasury Notes that have a constant  maturity
that  corresponds  to the remaining term to maturity of  the  Securities,
calculated  to  the nearest 1/12 of a year (the "Remaining  Term").   The
Treasury  Yield  will  be  determined  as  of  the  third  Business   Day
immediately preceding the applicable Redemption Date.

The  weekly  average  yields  of United States  Treasury  Notes  will  be
determined by reference to the most recent statistical release  published
by  the  Federal  Reserve  Bank  of New York  and  designated  "H.15(519)
Selected  Interest Rates" or any successor release (the "H.15 Statistical
Release").

If  the  H.15  Statistical  Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the  same
as  the  Remaining Term, then the Treasury Yield will be  equal  to  such
weekly  average yield.  In all other cases, the Treasury  Yield  will  be
calculated by interpolation, on a straight-line basis, between the weekly
average  yields on the United States Treasury Notes that have a  constant
maturity  closest to and greater than the Remaining Term and  the  United
States  Treasury Notes that have a constant maturity closest to and  less
than  the  Remaining  Term  (in  each case  as  set  forth  in  the  H.15
Statistical  Release).   Any  weekly  average  yields  so  calculated  by
interpolation will be rounded to the nearest 1/100 of 1%, with any figure
of  1/200%  or above being rounded upward.  If weekly average yields  for
United  States  Treasury Notes are not available in the H.15  Statistical
Release  or  otherwise,  then the Treasury Yield will  be  calculated  by
interpolation of comparable rates selected by the Independent  Investment
Banker.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net  Cash  Proceeds", with respect to any issuance or  sale  of  Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys'
fees,   accountants'  fees,  underwriters'  or  placement  agents'  fees,
discounts  or  commissions  and  brokerage,  consultant  and  other  fees
actually  incurred in connection with such issuance or sale  and  net  of
taxes paid or payable as a result thereof.

"Net  Proceeds"  means,  with  respect to any Sale/Leaseback  Transaction
entered  into  by  the  Company or any Subsidiary  of  the  Company,  the
aggregate  net  proceeds received by the Company or such Subsidiary  from
such   Sale/Leaseback  Transaction  after  payment  of  expenses,  taxes,
commissions and similar amounts incurred in connection therewith, whether
such proceeds are in cash or in property (valued at the fair market value
thereof at the time of receipt, as determined by the Board of Directors).

"Non-Convertible  Capital Stock" means, with respect to any  corporation,
any  non-convertible Capital Stock of such corporation  and  any  Capital
Stock  of such corporation convertible solely into non-convertible common
stock  of  such  corporation;  provided,  however,  that  Non-Convertible
Capital  Stock  shall  not include any Redeemable Stock  or  Exchangeable
Stock.

"Non-Recourse  Indebtedness"  means  Indebtedness  or  that  portion   of
Indebtedness  of  an  Unrestricted Subsidiary as  to  which  neither  the
Company  nor  any  Restricted  Subsidiary  (i)  provides  credit  support
including any undertaking, agreement or instrument which would constitute
Indebtedness;  or  (ii)  is  directly  or  indirectly  liable  for   such
Indebtedness.

"Offering" means the offering of the Original Securities pursuant to  the
Offering Circular.

"Offering  Circular" means the Offering Circular of  the  Company,  dated
December 17, 1998, relating to the Offering.

"Officer"  means  the  Chairman of the Board,  the  President,  any  Vice
Chairman  of the Board, any Vice President, the Chief Financial  Officer,
the Treasurer, any Assistant Treasurer, the Controller, the Secretary  or
any Assistant Secretary of a Person.

"Officers' Certificate" means a certificate signed by two Officers  of  a
Person,  one of whom must be the Person's Chief Executive Officer,  Chief
Financial Officer or Chief Accounting Officer.

"Opinion  of Counsel" means a written opinion from legal counsel  who  is
acceptable to the Trustee.  Such counsel may be an employee of or counsel
to the Company, a Guarantor or the Trustee.

"Pari  Passu Indebtedness" means any Indebtedness of the Company, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless,  in  the  case  of  any particular Indebtedness,  the  instrument
creating  or  evidencing  the  same or pursuant  to  which  the  same  is
outstanding   expressly   provides  that  such  Indebtedness   shall   be
subordinated in right of payment to the Securities.

"Permitted  Investments"  means  (i)  certificates  of  deposit,  bankers
acceptances,  time deposits, Eurocurrency deposits and similar  types  of
Investments  routinely offered by commercial banks with final  maturities
of one year or less issued by commercial banks having capital and surplus
in   excess  of  $100  million,  (ii)  commercial  paper  issued  by  any
corporation, if such commercial paper has credit ratings of at least  "A-
1"  by  S&P  and  at  least  "P-1"  by  Moody's,  (iii)  U.S.  Government
Obligations  with  a  maturity of four years  or  less,  (iv)  repurchase
obligations  for instruments of the type described in clause  (iii),  (v)
shares of money market mutual or similar funds having assets in excess of
$100  million, (vi) payroll advances in the ordinary course of  business,
(vii)  other advances and loans to officers and employees of the  Company
or  any  Restricted Subsidiary, so long as the aggregate principal amount
of  such  advances and loans does not exceed $500,000  at  any  one  time
outstanding,  (viii) Investments in any Person in the form of  a  capital
contribution of the Company's common stock, (ix) Investments made by  the
Company  in  its Restricted Subsidiaries (or any Person that  will  be  a
Restricted  Subsidiary as a result of such Investment) or by a Restricted
Subsidiary  in the Company or in one or more Restricted Subsidiaries  (or
any  Person  that  will be a Restricted Subsidiary as a  result  of  such
Investment), (x) Investments in stock, obligations or securities received
in  settlement of debts owing to the Company or any Restricted Subsidiary
as  a  result  of  bankruptcy  or  insolvency  proceedings  or  upon  the
foreclosure,  perfection  or enforcement of any  Lien  in  favor  of  the
Company  or any Restricted Subsidiary, in each case as to debt  owing  to
the  Company  or  any Restricted Subsidiary that arose  in  the  ordinary
course of business of the Company or any such Restricted Subsidiary, (xi)
Investments made in exchange for Indebtedness permitted by clauses (b)(4)
and  (b)(5)  of Section 3.09, (xii) Investments in the capital  stock  of
Navis  ASA,  a  Norwegian corporation, in exchange for cash and  non-cash
assets (the fair market value of which shall be determined in good  faith
by  the Board of Directors of the Company), in an aggregate amount not to
exceed $50 million at any time outstanding, (xiii) Investments consisting
of the redesignation of the Subsidiary owning or operating the drillships
Deepwater Millennium or Deepwater Frontier as an Unrestricted Subsidiary,
or  the  contribution, transfer or other disposition  of  the  drillships
Deepwater  Millennium and  Deepwater Frontier and related  equipment  and
assets (including any drilling contract) by the Company or any Restricted
Subsidiary  to a Person other than a Restricted Subsidiary, in connection
with  the  refinancing  of  the  Indebtedness  Incurred  to  finance  the
construction of such drillships, (xiv) Investments in a Person other than
a  Restricted Subsidiary for the purpose of financing the construction or
upgrade  prior  to  delivery  of the drillship  Deepwater  Frontier,  the
drillship  Deepwater Millennium or the semisubmersible RBS8M pursuant  to
the   terms   of   applicable  construction  and  equipment  installation
agreements  and  (xv)  Investments in a Person other  than  a  Restricted
Subsidiary  for the purpose of financing the construction or  upgrade  of
new  drilling rigs, drillships or similar vessels and related  equipment,
in  an  aggregate amount not to exceed at any time outstanding  (A)  $100
million  less  (B)  the  aggregate amount of all payments  actually  made
pursuant  to  paragraph (xiv) of this definition that represent  payments
for  amounts  in excess of the Company's estimated costs for the  vessels
referred  to therein, as in effect on the Issue Date; provided,  however,
that  at  the  time of such Investment, the Company or  such  Person  has
entered into a Qualifying Contract with respect thereto.

"Person"   means   any  individual,  corporation,  partnership,   limited
liability  company,  limited  or  general  partnership,  joint   venture,
incorporated  or unincorporated association, joint-stock company,  trust,
unincorporated  organization or government or other agency  or  political
subdivision thereof or other entity of any kind.

"Preferred  Stock", as applied to the Capital Stock of  any  corporation,
means Capital Stock of any class or classes (however designated) which is
preferred  as  to the payment of dividends, or as to the distribution  of
assets  upon  any voluntary or involuntary liquidation or dissolution  of
such corporation, over shares of Capital Stock of any other class of such
corporation.

"Private  Exchange"  means  the offer by the  Company,  pursuant  to  the
Registration  Rights Agreement, to the Initial Purchasers  to  issue  and
deliver   to  each  Initial  Purchaser,  in  exchange  for  the  Original
Securities  held  by  the  Initial  Purchaser  as  part  of  its  initial
distribution,  a  like  aggregate principal amount  of  Private  Exchange
Securities.

"Private  Exchange Securities" means the Securities to be issued pursuant
to this Indenture to the Initial Purchasers in a Private Exchange.

"Purchase   Agreement"  means  the  Purchase  Agreement,  dated   as   of
December 17, 1998,  among the Company and the Initial Purchasers.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualifying  Contract"  with  respect to a  drilling  rig,  drillship  or
similar  vessel  means  a contract for the use thereof  (i)  between  the
Company or a Restricted Subsidiary or, for the purpose of clause (xv)  of
the  definition  of  "Permitted  Investments,"  a  Person  other  than  a
Restricted  subsidiary,  and a counterparty  that,  as  certified  in  an
Officers'  Certificate delivered to the Trustee in connection  therewith,
is  either  generally recognized in the offshore drilling industry  as  a
major oil company or has an Investment Grade rating on its long-term debt
from  Moody's or S&P's, (ii) having a minimum term of two years and (iii)
containing a minimum day rate for such drilling rig, drillship or similar
vessel.

"Rating  Agencies" means (a) S&P and Moody's or (b) if S&P or Moody's  or
both of them are not making ratings of the Securities publicly available,
a  nationally recognized U.S. rating agency or agencies, as the cases may
be, selected by the Company, which will be substituted for S&P or Moody's
or both, as the case may be.

"Rating  Categories" means (i) with respect to S&P, any of the  following
categories (any of which may include a "+" or "`"): AAA, AA, A, BBB,  BB,
B,  CCC,  CC,  C  and D (or equivalent successor categories),  (ii)  with
respect  to  Moody's, any of the following categories (any of  which  may
include a "1," "2" or "3"): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D  (or
equivalent  successor categories) and (iii) the equivalent  of  any  such
categories  of  S&P  or  Moody's  used  by  another  Rating  Agency,   if
applicable.

"Redeemable  Stock" means, with respect to any series of Securities,  any
Capital  Stock  that, by its terms (or by the terms of any security  into
which it is convertible, or for which it is exchangeable, in each case at
the  option  of the holder thereof), or upon the happening of any  event,
matures  or  is  mandatorily  redeemable,  pursuant  to  a  sinking  fund
obligation  or  otherwise,  or redeemable at the  option  of  the  holder
thereof,  in  whole  or in part, on or prior to the  date  on  which  the
Securities   of  such  series  mature.   Notwithstanding  the   preceding
sentence, any Capital Stock that would constitute Redeemable Stock solely
because  the  holders thereof have the right to require  the  Company  to
repurchase such Capital Stock upon the occurrence of a change of  control
or  an  asset sale shall not constitute Redeemable Stock if the terms  of
such  Capital Stock provide that the Company may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase
or redemption complies with the provisions of Section 3.12.

"Redemption Date," when used with respect to any security to be redeemed,
means  the  date  fixed  for  such redemption  by  or  pursuant  to  this
Indenture.

"Redemption  Price" shall have the meaning assigned to such term  in  the
Securities.

"Registration  Rights Agreement" means that certain  Registration  Rights
Agreement,  dated  as  of December 17, 1998, among the  Company  and  the
Initial Purchasers relating to the Original Securities.

"Restricted  Subsidiary" means any Subsidiary other than an  Unrestricted
Subsidiary.

"Sale/Leaseback  Transaction"  means  any  arrangement  with  any  Person
providing  for  the  leasing by the Company  or  any  Subsidiary  of  the
Company,  for a period of more than three years, of any real or  tangible
personal  property,  which  property  has  been  or  is  to  be  sold  or
transferred  by  the  Company  or  such  Subsidiary  to  such  Person  in
contemplation of such leasing.

"SEC" means the Securities and Exchange Commission.

"Securities"  means the Series A Securities and the Series B  Securities.
For purposes of this Indenture, the term "Securities" shall, except where
the context otherwise requires, include any future Guarantees.

"Securities  Act" means the Securities Act of 1933, as amended,  and  any
successor statute.

"Security Custodian" means the Trustee, as custodian with respect to  the
Securities in global form, or any successor entity thereto.

"Series  A  Securities"  means, collectively, the  Company's  (i)  9-1/8%
Series A Senior Notes due 2003 and (ii) 9-1/2% Series A Senior Notes  due
2008 to be issued pursuant to this Indenture.

"Series  B  Securities" means,  collectively, the  Company's  (i)  9-1/8%
Series B Senior Notes due 2003 and (ii) 9-1/2% Series B Senior Notes  due
2008 to be issued pursuant to this Indenture in the Exchange Offer.

"Shelf Registration Statement" means the registration statement issued by
the Company, in connection with the offer and sale of Original Securities
or  Private  Exchange  Securities, pursuant to  the  Registration  Rights
Agreement.

"Significant  Subsidiary" has the meaning set  forth  in  Regulation  S-X
under the Exchange Act.

"S&P"  means Standard & Poor's Rating Service, a division of the  McGraw-
Hill Companies, Inc., and its successors.

"Stated Maturity" means, with respect to any security, the date specified
in  such  security  as  the fixed date on which  the  principal  of  such
security  is  due  and  payable,  including  pursuant  to  any  mandatory
redemption  provision  (but  excluding any provision  providing  for  the
repurchase of such security at the option of the holder thereof upon  the
happening of any contingency unless such contingency has occurred).

"Subordinated Obligation" means any Indebtedness of the Company  (whether
outstanding  on  the  date  hereof  or  hereafter  incurred)   which   is
subordinate or junior in right of payment to the Securities.

"Subsidiary"  means, with respect to any Person (i)  any  corporation  of
which  more  than  50% of the total voting power of all  classes  of  the
Common  Equity is owned by such Person directly or through  one  or  more
other  Subsidiaries  of such Person, and (ii) any  entity  other  than  a
corporation at least a majority of the Common Equity of which is owned by
such  Person directly or through one or more other Subsidiaries  of  such
Person.

"Tangible  Property" means all land, buildings, machinery  and  equipment
and  leasehold interests and improvements which would be reflected  on  a
balance  sheet of the Company prepared in accordance with GAAP, excluding
(a)  all  rights,  contracts and other intangible assets  of  any  nature
whatsoever and (b) all inventories and other current assets.

"TIA"  means  the  Trust  Indenture Act of 1939, as  amended  (15  U.S.C.
Sections 77aaa-77bbbb), as in effect on the Issue Date.

"Transfer Restricted Securities" shall have the meaning assigned to  such
term in the Registration Rights Agreement.

"Trust  Officer" means any officer or assistant officer  of  the  Trustee
assigned by the Trustee to administer any of its corporate trust matters.

"Trustee" means the party named as such above until a successor  replaces
it  in  accordance with the applicable provisions of this  Indenture  and
thereafter means the successor serving hereunder.

"U.S.  Government  Obligations" means direct obligations  of  the  United
States  of America for the payment of which the full faith and credit  of
the United States of America is pledged.

"Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at
the  time  of determination will be designated an Unrestricted Subsidiary
by  the Board of Directors of the Company as provided below and (ii)  any
Subsidiary of an Unrestricted Subsidiary.

      The  Board of Directors of the Company may designate any Subsidiary
of  the  Company as an Unrestricted Subsidiary so long as (1) it  has  no
Indebtedness  other  than Non-Recourse Indebtedness;  provided,  however,
that  notwithstanding any other provision of this Indenture, a Subsidiary
shall not fail to constitute an Unrestricted Subsidiary by reason of  (A)
the  guarantee  by the Company or a Restricted Subsidiary  in  connection
with synthetic lease obligations Incurred to finance the construction  or
upgrade  of  drilling  rigs,  drillships  or  similar  vessels;  and  (B)
obligations  of  the  Company  or  a Restricted  Subsidiary  relating  to
Indebtedness   of   an  Unrestricted  Subsidiary  if  such   Indebtedness
constituted  a Permitted Investment or a Restricted Payment permitted  by
the  "Limitation  on Restricted Payments" covenant at  the  time  of  its
Incurrence  or  at  the  time of designation of  such  Subsidiary  as  an
Unrestricted  Subsidiary;  and  (2) after  giving  effect  thereto,  such
designation  was  permitted by the "Limitation  on  Restricted  Payments"
covenant.

      Any such designation by the Board of Directors of the Company shall
be  evidenced  to  the Trustee by filing a resolution  of  the  Board  of
Directors with the Trustee giving effect to such designation.  The  Board
of  Directors of the Company may designate any Unrestricted Subsidiary as
a  Restricted  Subsidiary if, immediately after  giving  effect  to  such
designation,  (x) no Default or Event of Default shall have occurred  and
be  continuing  and  (y)  the  Company could incur  $1.00  of  additional
Indebtedness under Section 3.09(a).

Section 1.2Other Definitions

                Term                         Defined in
                                               Section
     "Agent Members"                              2.01(c)
     "Authorized Agent"                           9.07
     "Custodian"                                  5.01
     "DTC"                                        2.03
     "Event of Default"                           5.01
     "Funding Guarantor"                          9.03
     "Global Security"                            2.01(b)
     "Guarantees"                                 9.01(a)
     "Judgement Currency"                         9.09
     "Non-U.S. Guarantor"                         9.07
     "Original Securities"                        2.02
     "Paying Agent"                               2.03
     "Registrar"                                  2.03
     "Regulation S"                               2.01(b)
     "Restricted Payment"                         3.12
     "Rule 144A"                                  2.01(b)
     "Significant Subsidiary"                     5.01
     "Successor"                                  4.01
     "Suspended Covenants"                        3.13

Section I.3Incorporation  by  Reference  of  Trust  Indenture  Act

Whenever  this Indenture refers to a provision of the TIA, the  provision
is  incorporated by reference in and made a part of this  Indenture.  The
following TIA terms used in this Indenture have the following meanings:
"commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor"  on  the  indenture  securities  means  the  Company  and  each
Guarantor.

All terms used in this Indenture that are defined by the TIA, defined  by
a  TIA  reference to another statute or defined by an SEC rule under  the
TIA have the meanings so assigned to them.

Section 1.04  Rules of ConstructionSection

Unless the context otherwise requires:

     (1)  a term has the meaning assigned to it;

     (2)   an  accounting  term  not otherwise defined  has  the  meaning
     assigned to it in accordance with GAAP;

     (3)  "or" is not exclusive;

     (4)   words  in the singular include the plural, and in  the  plural
     include the singular; and

     (5)  provisions apply to successive events and transactions.

                              ARTICLE II
                                    
                             THE SECURITIES
     
Section 2.01  Form and Dating

(a)   General.  The [   ]-Year Securities and the 10-Year Securities, any
notations   thereon  relating  to  the  Guarantees  and   the   Trustee's
certificate  of  authentication shall be substantially  in  the  form  of
Exhibits A and B, respectively, to this Indenture, the terms of which are
hereby  incorporated  into  this  Indenture.   The  Securities  may  have
notations,  legends or endorsements required by law, securities  exchange
rule, the Company's certificate of incorporation or bylaws, agreements to
which  the Company is subject, if any, or usage (provided that  any  such
notation,  legend or endorsement is in a form acceptable to the Company).
Each  Security  shall  be  dated the date  of  its  authentication.   The
Securities  shall  be  in registered form without  coupons  and  only  in
denominations  of $1,000 and any integral multiples thereof.   The  terms
and  provisions  contained in the Securities shall  constitute,  and  are
hereby  expressly  made,  a  part of this Indenture  and  to  the  extent
applicable,  the  Company, the Guarantors, if any, and  the  Trustee,  by
their  execution and delivery of this Indenture, expressly agree to  such
terms and provisions and to be bound thereby.

(b)   Global  Securities. Original Securities of any Series  offered  and
sold  to  a QIB in reliance on Rule 144A under the Securities Act  ("Rule
144A")  or  in  reliance  on  Regulation  S  under  the  Securities   Act
("Regulation  S"),  in each case as provided in the  Purchase  Agreement,
shall  be  issued  initially in the form of one or more permanent  global
Securities in definitive, fully registered form without interest  coupons
with  the  global securities legend and restricted securities legend  set
forth  in  Section  2.06  (each, a "Global  Security"),  which  shall  be
deposited  on  behalf  of  the  purchasers  of  the  Original  Securities
represented  thereby  with  the Trustee,  at  its  New  York  office,  as
custodian  for  the  Depositary (or with  such  other  custodian  as  the
Depositary may direct), and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of
the Global Securities may from time to time be increased or decreased  by
adjustments made on the records of the Trustee and the Depositary or  its
nominee as hereinafter provided.

(c)   Book-entry Provisions. This Section 2.01(c) shall apply only  to  a
Global Security deposited with or on behalf of the Depositary.
The  Company shall execute and the Trustee shall, in accordance with this
Section  2.01(c), authenticate and deliver initially one or  more  Global
Securities that (i) shall be registered in the name of the Depositary for
such  Global  Security  or  Global Securities  or  the  nominee  of  such
Depositary  and (ii) shall be delivered by the Trustee to such Depositary
or  pursuant to such Depositary's instructions or held by the Trustee  as
custodian for the Depositary.

Members  of,  or participants in, the Depositary ("Agent Members")  shall
have  no  rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or by the Trustee as the custodian
of  the Depositary or under such Global Security, and the Depositary  may
be  treated  by the Company, the Trustee and any agent of the Company  or
the  Trustee  as  the  absolute owner of such  Global  Security  for  all
purposes whatsoever. Notwithstanding the foregoing, nothing herein  shall
prevent  the  Company, the Trustee or any agent of  the  Company  or  the
Trustee  from giving effect to any written certification, proxy or  other
authorization  furnished  by the Depositary or  impair,  as  between  the
Depositary and its Agent Members, the operation of customary practices of
such  Depositary governing the exercise of the rights of a  holder  of  a
beneficial interest in any Global Security.

(d)  Certificated Securities. Except as provided in this Section 2.01  or
Section 2.06 or 2.07, owners of beneficial interests in Global Securities
will  not  be  entitled  to  receive physical  delivery  of  certificated
Securities.

Section 2.02  Execution and Authentication

One  Officer  of the Company shall sign the Securities on behalf  of  the
Company  by  manual or facsimile signature.  The Company's  seal  may  be
impressed, affixed, imprinted or reproduced on the Securities and may  be
in facsimile form.

If  an  Officer of the Company whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security
shall be valid nevertheless.
A  Security shall not be entitled to any benefit under this Indenture  or
be  valid or obligatory for any purpose until authenticated by the manual
signature  of  an  authorized signatory of the Trustee,  which  signature
shall  be  conclusive evidence that the Security has  been  authenticated
under this Indenture.

The  Trustee shall authenticate (i) for original issue on the Issue  Date
each  of  (A)  the 5-Year Series A Securities in the aggregate  principal
amount  of  $100,000,000 and (B) the 10-Year Series A Securities  in  the
aggregate  principal amount of $300,000,000 (collectively, the  "Original
Securities"),  and  (ii)  the  Series B Securities  for  original  issue,
pursuant  to an Exchange Offer or Private Exchange, for a like  principal
amount of Series A Securities, in each case, upon a written order of  the
Company  signed by one Officer of the Company.  Such order shall  specify
(a)  the amount of the Securities of each series to be authenticated  and
the  date  of original issue thereof, and (b) whether the Securities  are
Series  A  Securities  or  Series B Securities. The  aggregate  principal
amount  of  Securities  outstanding  at  any  time  may  not  exceed  (i)
$100,000,000 in the case of the   5-Year Securities and (ii) $300,000,000
in the case of the 10-Year Securities, except as provided in Section 2.08
hereof.

The Trustee may appoint an authenticating agent acceptable to the Company
to  authenticate  Securities.   Unless  limited  by  the  terms  of  such
appointment, an authenticating agent may authenticate Securities whenever
the   Trustee   may  do  so.   Each  reference  in  this   Indenture   to
authentication by the Trustee includes  authentication by such agent.  An
authenticating  agent has the same rights as an Agent to  deal  with  the
Company, or an Affiliate of any of them.

The  Series  A Securities of  any series and the corresponding  Series  B
Securities of such series shall be considered collectively to be a single
class  for all purposes of this Indenture, including, without limitations
waivers, amendments, redemptions and offers to purchase.

Section 2.03  Registrar and Paying Agent

The  Company shall maintain an office or agency where Securities  may  be
presented for registration of transfer or exchange ("Registrar")  and  an
office  or agency where Securities may be presented for payment  ("Paying
Agent").   The Registrar shall keep a register of the Securities  and  of
their  transfer  and  exchange.  The Company  may  appoint  one  or  more
co-registrars  and  one  or  more additional  paying  agents.   The  term
"Registrar"  includes  any  co-registrar  and  the  term  "Paying  Agent"
includes any additional paying agent.

The  Company  shall enter into an appropriate agency agreement  with  any
Registrar  or Paying Agent not a party to this Indenture.  The  agreement
shall  implement  the provisions of this Indenture that  relate  to  such
Agent.   The Company shall notify the Trustee of the name and address  of
any  Agent  not  a party to this Indenture.  The Company may  change  any
Paying  Agent or Registrar without notice to any Holder.  If the  Company
fails to appoint or maintain another entity as Registrar or Paying Agent,
the  Trustee  shall act as such.  The Company or any of its  Subsidiaries
may act as Paying Agent or Registrar.

The Company initially appoints the Trustee as Registrar and Paying Agent.
The  Company initially appoints The Depository Trust Company  ("DTC")  to
act as Depositary with respect each Global Security.

Section 2.04  Paying Agent to Hold Money in Trust

The  Company  shall require each Paying Agent other than the  Trustee  to
agree in writing that the Paying Agent will hold in trust for the benefit
of  Holders  or  the Trustee all money held by the Paying Agent  for  the
payment  of  principal  of  or  premium,  if  any,  or  interest  on  the
Securities, whether such money shall have been paid to it by the  Company
or  any  Guarantor,  and will notify the Trustee of any  default  by  the
Company  or  any  Guarantor in making any such payment.  While  any  such
default  continues, the Trustee may require a Paying  Agent  to  pay  all
money  held  by it to the Trustee and to account for any funds disbursed.
The  Company at any time may require a Paying Agent to pay all money held
by  it  to  the  Trustee  and to account for any funds  disbursed.   Upon
payment  over to the Trustee and upon accounting for any funds disbursed,
the  Paying  Agent  (if other than the Company or  a  Subsidiary  of  the
Company)  shall have no further liability for the money.  If the  Company
or  a  Subsidiary of the Company acts as Paying Agent, it shall segregate
and  hold  in  a separate trust fund for the benefit of the  Holders  all
money held by it as Paying Agent.

Section 2.05  Holder Lists

The  Trustee  shall  preserve  in as current  a  form  as  is  reasonably
practicable  the  most  recent list available to  it  of  the  names  and
addresses of Holders and shall otherwise comply with TIA Section  312(a).
If  the  Trustee is not the Registrar, the Company shall furnish  to  the
Trustee  at least seven Business Days before each Interest Payment  Date,
and at such other times as the Trustee may request in writing, a list  in
such  form  and as of such date as the Trustee may reasonably require  of
the  names  and  addresses  of Holders, and the Company  shall  otherwise
comply with TIA Section 312(a).

Section 2.06  Transfer and Exchange

(a)   Transfer and Exchange of Global Securities.  (i)  The transfer  and
exchange  of Global Securities or beneficial interests therein  shall  be
effected  through  the  Depositary, in  accordance  with  this  Indenture
(including applicable restrictions on transfer set forth herein, if  any)
and  the  procedures  of  the  Depositary therefor.  A  transferor  of  a
beneficial interest in a Global Security shall deliver to the Registrar a
written  order  given  in  accordance with  the  Depositary's  procedures
containing   information  regarding  the  participant  account   of   the
Depositary  to  be  credited with a beneficial  interest  in  the  Global
Security.  The  Registrar  shall, in accordance with  such  instructions,
instruct  the Depositary to credit to the account of the Person specified
in  such instructions a beneficial interest in the Global Security and to
debit  the  account  of  the Person making the  transfer  the  beneficial
interest in the Global Security being transferred.

     (ii)  Notwithstanding any other provisions of this Indenture  (other
     than  the  provisions set forth in Section 2.07), a Global  Security
     may  not  be  transferred as a whole except by the Depositary  to  a
     nominee of the Depositary or by a nominee of the Depositary  to  the
     Depositary or another nominee of the Depositary or by the Depositary
     or  any such nominee to a successor Depositary or a nominee of  such
     successor Depositary.

     (iii)      In  the  event that a Global Security  is  exchanged  for
     Securities  in definitive registered form pursuant to  this  Section
     2.06 or Section 2.07 of this Indenture, prior to the consummation of
     an  Exchange Offer or prior to or in a transfer made pursuant to  an
     effective  Shelf  Registration  Statement  with  respect   to   such
     Securities, such Securities may be exchanged only in accordance with
     such  procedures as are substantially consistent with the provisions
     of   this  Section  2.06  (including  the  certification  and  other
     requirements  set  forth on the reverse of the  Original  Securities
     intended  to  ensure that such transfers comply with  Rule  144A  or
     Regulation  S,  as the case may be, or are otherwise  in  compliance
     with  the  requirements  of  the  Securities  Act)  and  such  other
     procedures as may from time to time be adopted by the Company.

(b)  Legend.

     (i)  Except as permitted by the following paragraphs (ii), (iii) and
     (iv),  each  Security certificate evidencing the  Global  Securities
     (and  all  Securities issued in exchange therefor or in substitution
     thereof) shall bear a legend in substantially the following form:

          "THIS SECURITY (OR ITS PREDECESSOR) AND ANY GUARANTEE
          THEREOF WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
          FROM  REGISTRATION UNDER THE UNITED STATES SECURITIES
          ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY
          MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED  IN
          THE  ABSENCE  OF SUCH REGISTRATION OR  AN  APPLICABLE
          EXEMPTION THEREFROM. EACH PURCHASER OF THIS  SECURITY
          IS  HEREBY NOTIFIED THAT THE SELLER OF THIS  SECURITY
          MAY  BE  RELYING ON THE EXEMPTION FROM THE PROVISIONS
          OF  SECTION 5 OF THE SECURITIES ACT PROVIDED BY  RULE
          144A.

          THE  HOLDER  OF  THIS  SECURITY,  BY  ITS  ACCEPTANCE
          HEREOF, AGREES FOR THE BENEFIT OF THE ISSUER THAT (A)
          THIS  SECURITY  MAY  BE OFFERED, RESOLD,  PLEDGED  OR
          OTHERWISE  TRANSFERRED  ONLY (i)  INSIDE  THE  UNITED
          STATES   TO  A  PERSON  WHOM  THE  SELLER  REASONABLY
          BELIEVES  IS  A "QUALIFIED INSTITUTIONAL  BUYER"  (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT)  IN  A
          TRANSACTION  MEETING THE REQUIREMENTS OF  RULE  144A,
          (ii)   OUTSIDE  THE  UNITED  STATES  IN  AN  OFFSHORE
          TRANSACTION  IN ACCORDANCE WITH RULE  904  UNDER  THE
          SECURITIES  ACT, (iii) PURSUANT TO AN EXEMPTION  FROM
          REGISTRATION  UNDER THE SECURITIES  ACT  PROVIDED  BY
          RULE  144 THEREUNDER (IF AVAILABLE), OR (iv) PURSUANT
          TO  AN  EFFECTIVE  REGISTRATION STATEMENT  UNDER  THE
          SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv)  IN
          ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
          STATE  OF THE UNITED STATES, AND (B) THE HOLDER WILL,
          AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
          PURCHASER  OF  THIS SECURITY FROM IT  OF  THE  RESALE
          RESTRICTIONS REFERRED TO IN (A) ABOVE."

     (ii)  Upon  any sale or transfer of a Transfer  Restricted
     Security   (including  any  Transfer  Restricted  Security
     represented  by a Global Security) pursuant  to  Rule  144
     under  the  Securities Act, in the case  of  any  Transfer
     Restricted  Security  that  is  represented  by  a  Global
     Security, the Registrar shall permit the Holder thereof to
     exchange   such   Transfer  Restricted  Security   for   a
     certificated  Security that does not bear the  legend  set
     forth above and rescind any restriction on the transfer of
     such Transfer Restricted Security, if the Holder certifies
     in  writing  to  the Registrar that its request  for  such
     exchange   was  made  in  reliance  on  Rule   144   (such
     certification to be in the form set forth on  the  reverse
     of the Security).

     (iii)      After a transfer of any Original Securities  or
     Private  Exchange  Securities during  the  period  of  the
     effectiveness  of  and  pursuant to a  Shelf  Registration
     Statement  with  respect  to such Original  Securities  or
     Private  Exchange  Securities, as the  case  may  be,  all
     requirements   pertaining  to  legends  on  such   Initial
     Security  or such Private Exchange Security will cease  to
     apply,   the  requirements  requiring  any  such   Initial
     Security  or  such  Private Exchange  Security  issued  to
     certain  Holders be issued in global form  will  cease  to
     apply,  and  a certificated Original Security  or  Private
     Exchange Security without legends will be available to the
     transferee  of  the Holder of such Original Securities  or
     Private   Exchange  Securities  upon  exchange   of   such
     transferring  Holder's certificated Original  Security  or
     Private  Exchange Security or directions to transfer  such
     Holder's interest in the Global Security, as applicable.

     (iv)  Upon the consummation of a Registered Exchange Offer
     with  respect to the Original Securities pursuant to which
     Holders  of such Original Securities are offered  Exchange
     Securities in exchange for their Original Securities,  all
     requirements  pertaining to such Original Securities  that
     Original Securities issued to certain Holders be issued in
     global  form will cease to apply and certificated Original
     Securities with the restricted securities legend set forth
     in  Section 2.06(b) will be available to Holders  of  such
     Original  Securities that do not exchange  their  Original
     Securities,  and  Exchange Securities in  certificated  or
     global  form  will be available to Holders  that  exchange
     such Original Securities in such Exchange Offer.

     (v)   Upon  the  consummation of a Private  Exchange  with
     respect  to  the  Original Securities  pursuant  to  which
     Holders  of  such Original Securities are offered  Private
     Exchange   Securities  in  exchange  for  their   Original
     Securities,  all requirements pertaining to such  Original
     Securities  that  Original Securities  issued  to  certain
     Holders  be  issued in global form will still  apply,  and
     Private  Exchange  Securities  in  global  form  with  the
     Restricted Securities Legend set forth in Section  2.06(b)
     will  be  available to Holders that exchange such Original
     Securities in such Private Exchange.

(c)   Cancellation or Adjustment of Global Security. At such time as  all
beneficial interests in a Global Security have either been exchanged  for
certificated Securities, redeemed, repurchased or canceled,  such  Global
Security shall be returned to the Depositary for cancellation or retained
and  canceled by the Trustee. At any time prior to such cancellation,  if
any   beneficial  interest  in  a  Global  Security  is   exchanged   for
certificated Securities, redeemed, repurchased or canceled, the principal
amount of Securities represented by such Global Security shall be reduced
and  an  adjustment shall be made on the books and records of the Trustee
(if  it  is then the Securities Custodian for such Global Security)  with
respect  to  such  Global  Security, by the  Trustee  or  the  Securities
Custodian, to reflect such reduction.

(d)  Obligations with Respect to Transfers and Exchanges of Securities.

     (i)   To  permit registrations of transfers and exchanges,
     the   Company   shall  execute  and  the   Trustee   shall
     authenticate certificated Securities and Global Securities
     at  the Registrar's or co-registrar's request.  No service
     charge  shall be made for any registration of transfer  or
     exchange,  but the Company may require payment  of  a  sum
     sufficient  to  cover  any transfer tax,  assessments,  or
     similar   governmental   charge  payable   in   connection
     therewith (other than any such transfer taxes, assessments
     or  similar  governmental charge payable upon exchange  or
     transfer pursuant to Sections 5.11,  8.05 and 10.06 of the
     Indenture).

     (ii)  The  Registrar or co-registrar shall not be required
     to  register  the  transfer of  or  exchange  of  (a)  any
     certificated Security selected for redemption in whole  or
     in  part  pursuant to Article X of this Indenture,  except
     the  unredeemed portion of any certificated Security being
     redeemed  in  part,  or  (b) any  Security  for  a  period
     beginning 15 Business Days before the mailing of a  notice
     of  an  offer  to  repurchase or redeem Securities  or  15
     Business Days before an interest payment date.

     (iii)      Prior  to the due presentation for registration
     of transfer of any Security, the Company, the Trustee, the
     Paying  Agent, the Registrar or any co-registrar may  deem
     and  treat  the  person  in  whose  name  a  Security   is
     registered as the absolute owner of such Security for  the
     purpose  of receiving payment of principal of and interest
     on  such  Security and for all other purposes  whatsoever,
     whether or not such Security is overdue, and none  of  the
     Company,  the Trustee, the Paying Agent, the Registrar  or
     any  co-registrar  shall  be affected  by  notice  to  the
     contrary.

     (iv)  All  Securities issued upon any transfer or exchange
     pursuant to the terms of this Indenture shall evidence the
     same debt and shall be entitled to the same benefits under
     this  Indenture  as the Securities surrendered  upon  such
     transfer or exchange.

(e)  No Obligation of the Trustee.

     (i)    The   Trustee  shall  have  no  responsibility   or
     obligation to any beneficial owner of a Global Security, a
     member  of,  or a participant in the Depositary  or  other
     Person with respect to the accuracy of the records of  the
     Depositary or its nominee or of any participant or  member
     thereof,  with  respect to any ownership interest  in  the
     Securities  or  with  respect  to  the  delivery  to   any
     participant,  member,  beneficial owner  or  other  Person
     (other  than the Depositary) of any notice (including  any
     notice of redemption) or the payment of any amount,  under
     or  with  respect  to  such Securities.  All  notices  and
     communications to be given to the Holders and all payments
     to  be made to Holders under the Securities shall be given
     or  made  only  to  or upon the order  of  the  registered
     Holders  (which shall be the Depositary or its nominee  in
     the  case  of a Global Security). The rights of beneficial
     owners  in  any  Global Security shall be  exercised  only
     through the Depositary subject to the applicable rules and
     procedures  of the Depositary. The Trustee  may  rely  and
     shall  be  fully  protected  in relying  upon  information
     furnished  by the Depositary with respect to its  members,
     participants and any beneficial owners.

     (ii)  The  Trustee  shall have no obligation  or  duty  to
     monitor,  determine or inquire as to compliance  with  any
     restrictions  on transfer imposed under this Indenture  or
     under  applicable law with respect to any transfer of  any
     interest in any Security (including any transfers  between
     or  among  Depositary participants, members or  beneficial
     owners  in  any  Global Security) other  than  to  require
     delivery  of such certificates and other documentation  or
     evidence as are expressly required by, and to do so if and
     when  expressly required by, the terms of this  Indenture,
     and   to   examine  the  same  to  determine   substantial
     compliance  as  to  form  with  the  express  requirements
     hereof.

Section 2.07  Certificated Securities

(a)   A Global Security deposited with the Depositary or with the Trustee
as  custodian  for  the  Depositary pursuant to  Section  2.01  shall  be
transferred  to the beneficial owners thereof in the form of certificated
Securities in an aggregate principal amount equal to the principal amount
of  such  Global Security, in exchange for such Global Security, only  if
such  transfer complies with Section 2.06 and (i) the Depositary notifies
the  Company that it is unwilling or unable to continue as Depositary for
such  Global Security or if at any time such Depositary ceases  to  be  a
"clearing  agency"  registered under the Exchange  Act  and  a  successor
depositary is not appointed by the Company within 90 days of such notice,
or  (ii)  the  Company, in its sole discretion, notifies the  Trustee  in
writing  that it elects to cause the issuance of certificated  Securities
under this Indenture.

(b)   Any  Global  Security that is transferred to the beneficial  owners
thereof  pursuant to this Section shall be surrendered by the  Depositary
to  the  Trustee  at its office located in the Borough of Manhattan,  The
City of New York, to be so transferred, in whole or from time to time  in
part,  without  charge, and the Trustee shall authenticate  and  deliver,
upon  such  transfer  of each portion of such Global Security,  an  equal
aggregate  principal  amount  of  certificated  Original  Securities   of
authorized  denominations. Any portion of a Global  Security  transferred
pursuant  to this Section shall be executed, authenticated and  delivered
only  in  denominations of $1,000 and any integral multiple  thereof  and
registered in such names as the Depositary shall direct. Any certificated
Initial  Security  delivered in exchange for an interest  in  the  Global
Security shall, except as otherwise provided by Section 2.06(d), bear the
restricted securities legend set forth in Exhibit 1 hereto.

(c)   Subject to the provisions of Section 2.06(b), the registered Holder
of  a  Global  Security  may grant proxies and  otherwise  authorize  any
Person,  including  Agent  Members and Persons that  may  hold  interests
through  Agent Members, to take any action which a Holder is entitled  to
take under this Indenture or the Securities.

(d)  In the event of the occurrence of either of the events specified  in
Section  2.07(a), the Company will promptly make available to the Trustee
a  reasonable  supply  of certificated Securities  in  definitive,  fully
registered form without interest coupons.

(e)   In  the event that a certificated Security issued pursuant to  this
Section 2.07 is exchanged for another certificated Security prior to  the
consummation  of  an  Exchange Offer or prior to or in  a  transfer  made
pursuant  to  an effective Shelf Registration Statement with  respect  to
such Securities, such Securities may be exchanged only in accordance with
such  procedures as are substantially consistent with the  provisions  of
(i)   Section  2.06(a)(iii)  (including  the  certification   and   other
requirements set forth on the reverse of the Original Securities intended
to  ensure that such transfers comply with Rule 144A or Regulation S,  as
the case may be, or are otherwise in compliance with the requirements  of
the Securities Act) and such other procedures as may from time to time be
adopted by the Company and (ii) Section 2.06(b).

Section 2.08  Replacement Securities

If  any  mutilated Security is surrendered to the Trustee, or the Company
and   the  Trustee  receive  evidence  to  their  satisfaction   of   the
destruction, loss or theft of any Security, the Company shall  issue  and
the  Trustee shall authenticate a  replacement Security if the  Trustee's
requirements  are met.  If required by the Trustee, the  Company  or  any
Guarantor,  such Holder must furnish an indemnity bond that is sufficient
in the judgment of the Trustee, the Company and the Guarantors to protect
the Company, the Guarantors, the Trustee, any Agent or any authenticating
agent  from  any  loss  which any of them may suffer  if  a  Security  is
replaced.   The  Company, the Trustee and the Guarantors may  charge  for
their  expenses in replacing a Security.  If, after the delivery of  such
replacement  Security, a bona fide purchaser of the original Security  in
lieu  of  which such replacement Security was issued presents for payment
or  registration such original Security, the Trustee shall be entitled to
recover  such  replacement  Security from  the  person  to  whom  it  was
delivered  or any person taking therefrom, except a bona fide  purchaser,
and  shall be entitled to recover upon the security or indemnity provided
therefor  to the extent of any loss, damage, cost or expense incurred  by
the Trustee, the Company or any Guarantor in connection therewith.

Every replacement Security is an additional obligation of the Company and
the Guarantors.

Section 2.09  Outstanding Securities.

The   Securities   outstanding  at  any  time  are  all  the   Securities
authenticated  by  the  Trustee except for those canceled  by  it,  those
delivered to it for cancellation, those reductions in the interest  in  a
Global Security effected by the Trustee hereunder and those described  in
this Section 2.09 as not outstanding.

If  a Security is replaced pursuant to Section 2.08 hereof, it ceases  to
be  outstanding unless the Trustee receives proof satisfactory to it that
the replaced Security is held by a bona fide purchaser.

If  the principal amount of any Security is considered paid under Section
3.01  hereof,  it ceases to be outstanding and interest on it  ceases  to
accrue.

A  Security  does  not  cease to be outstanding because  the  Company,  a
Guarantor or an Affiliate of any of them holds the Security.

Section 2.10   Treasury Securities

In  determining whether the Holders of the required principal  amount  of
Securities  of  any  series have concurred in any  direction,  waiver  or
consent,  Securities owned by the Company, any Guarantor or an  Affiliate
of  any  of  them  shall be disregarded, except that for the  purpose  of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are
so owned shall be so disregarded.

Section 2.11   Temporary Securities

Until  definitive  Securities are ready for  delivery,  the  Company  may
prepare   and   the  Trustee  shall  authenticate  temporary  Securities.
Temporary  Securities shall be substantially in the  form  of  definitive
Securities,   but   may  have  variations  that  the  Company   considers
appropriate  for temporary Securities.  Without unreasonable  delay,  the
Company  shall  prepare  and  the Trustee shall  authenticate  definitive
Securities in exchange for temporary Securities.  Until so exchanged, the
temporary  Securities  shall in all respects  be  entitled  to  the  same
benefits under this Indenture as definitive Securities.
Section 2.12  CancellationSection 2.12 Cancellation.

The  Company or any Guarantor at any time may deliver Securities  to  the
Trustee  for  cancellation.  The Registrar and  the  Paying  Agent  shall
forward   to  the  Trustee  any  Securities  surrendered  to   them   for
registration of transfer, exchange or payment.  The Trustee shall  cancel
all  Securities  surrendered  for  registration  of  transfer,  exchange,
payment,  replacement or cancellation.  Unless the Company  shall  direct
that  canceled Securities be returned to it, after written notice to  the
Company all canceled Securities held by the Trustee shall be disposed  of
in  accordance with the usual disposal procedures of the Trustee, and the
Trustee  shall maintain a record of their disposal.  The Company may  not
issue  new Securities to replace Securities that have been paid  or  that
have been delivered to the Trustee for cancellation.

Section 2.13    Defaulted   Interest

If  the  Company defaults in a payment of interest on the Securities,  it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful,  interest  on the defaulted interest, in each case  at  the  rate
provided  in the Securities and in Section 3.01 hereof.  The Company  may
pay the defaulted interest to the Persons who are Holders on a subsequent
special  record date.  At least 15 days before any special  record  date,
the  Company  (or the Trustee, in the name of and at the expense  of  the
Company)  shall  mail to Holders a notice that states the special  record
date,  the  related payment date and the amount of such  interest  to  be
paid.

Section 2.14  Persons Deemed Owners

The  Company,  the  Trustee, any Agent and any authenticating  agent  may
treat the Person in whose name any Security is registered as the owner of
such  Security for the purpose of receiving payments of principal  of  or
premium, if any, or interest on such Security and for all other purposes.
None  of the Company, the Trustee, any Agent or any authenticating  agent
shall be affected by any notice to the contrary.

                             ARTICLE III
                                    
                              COVENANTS
          
Section 3.01  Payment of Securities

The  Company shall pay the principal of and premium, if any, and interest
(including  additional  interest, if any, required  by  the  Registration
Rights Agreement referred to in Section 3.11 hereof) on the Securities on
the  dates  and  in  the manner provided in the Securities  and  in  this
Indenture.   Principal, premium, if any, and interest shall be considered
paid  on  the date due if the Paying Agent, other than the Company  or  a
Subsidiary  of  the Company, holds by 11:00 a.m., Eastern time,  on  that
date money deposited by the Company designated for and sufficient to  pay
all principal, premium and interest then due.

The  Company shall pay interest (including post-petition interest in  any
proceeding  under any Bankruptcy Law) on overdue principal, and  premium,
if  any,  at  a rate equal to the then applicable interest  rate  on  the
Securities  to  the  extent lawful; and it shall pay interest  (including
post-petition  interest in any proceeding under any  Bankruptcy  Law)  on
overdue installments of interest (without regard to any applicable  grace
period) at the same rate to the extent lawful.

Section 3.02   Maintenance of Office or Agency

The  Company will maintain, in the Borough of Manhattan, The City of  New
York,  an  office or agency (which may be an office of the  Trustee,  the
Registrar  or  the  Paying Agent) where Securities may be  presented  for
registration  of transfer or exchange, where Securities may be  presented
for  payment  and  where notices and demands to or upon  the  Company  in
respect  of  the  Securities and this Indenture may  be  served.   Unless
otherwise  designated by the Company by written notice  to  the  Trustee,
such  office or agency shall be the principal office of the agent of  the
Trustee, in The City of New York which, on the date hereof, is located at
the  address  set forth in Section 11.02 hereof.  The Company  will  give
prompt  written notice to the Trustee of the location, and any change  in
the location, of such office or agency.  If at any time the Company shall
fail  to  maintain any such required office or agency or  shall  fail  to
furnish  the  Trustee  with  the  address  thereof,  such  presentations,
surrenders,  notices and demands may be made or served at  the  Corporate
Trust Office of the Trustee.

The  Company  may  also from time to time designate  one  or  more  other
offices  or agencies where the Securities may be presented or surrendered
for  any  or  all  such purposes and may from time to time  rescind  such
designations;  provided, however, that no such designation or  rescission
shall in any manner relieve the Company of its obligation to maintain  an
office  or agency in the Borough of Manhattan, The City of New  York  for
such  purposes.   The  Company will give prompt  written  notice  to  the
Trustee  of any such designation or rescission and of any change  in  the
location  of  any  such  other  office or  agency.   The  Company  hereby
designates  the Corporate Trust Office of the Trustee as one such  office
or agency of the Company in accordance with Section 2.03 hereof.

Section 3.03  SEC Reports; Financial Statements

(a)   Notwithstanding  that the Company may not  be  required  to  remain
subject  to  the  reporting requirements of Section 13 or  15(d)  of  the
Exchange Act, the Company shall file with the SEC and provide the Trustee
and  the Holders with such annual reports and such information, documents
and  other reports specified in Sections 13 and 15(d) of the Exchange Act
within  15  days  after the date it is required (or would otherwise  have
been required) to file such reports, information and documents.

(b)  In addition, whether or not required by the rules and regulations of
the SEC, the Company will file a copy of all such information and reports
with the SEC for public availability (unless the SEC will not accept such
filing).  In  addition, the Company shall furnish to the Holders  and  to
prospective  investors,  upon the requests of  Holders,  any  information
required  to  be  delivered  pursuant to Rule  144A  (d)  (4)  under  the
Securities  Act  so  long as the Securities are not  freely  transferable
under the Securities Act.

(c)   The  Company shall provide the Trustee with a sufficient number  of
copies  of  all  reports  and other documents and  information  that  the
Trustee may be required to deliver to Holders under this Section 3.03.

Section 3.04  Compliance Certificate

(a)   The Company shall deliver to the Trustee, within 120 days after the
end  of  each  fiscal  year  of the Company, a statement  signed  by  two
Officers   of  the  Company,  which  need  not  constitute  an  Officers'
Certificate, complying with TIA Section 314(a)(4) and stating that in the
course  of  performance by the signing Officers of the Company  of  their
duties  as  such  Officers  of  the Company they  would  normally  obtain
knowledge  of  the keeping, observing, performing and fulfilling  by  the
Company of its obligations under this Indenture, and further stating,  as
to  each  such Officer signing such statement, that to the  best  of  his
knowledge  the  Company and each Guarantor, if any, has  kept,  observed,
performed  and  fulfilled  each  and every  covenant  contained  in  this
Indenture and is not in default in the performance or observance  of  any
of the terms, provisions and conditions hereof (or, if a Default or Event
of Default shall have occurred, describing all such Defaults or Events of
Default  of  which such Officer may have knowledge and  what  action  the
Company  or such Guarantor, as the case may be, is taking or proposes  to
take with respect thereto).

(b)  The Company and the Guarantors, if any, shall, so long as any of the
Securities  are outstanding, deliver to the Trustee, forthwith  upon  any
Officer of the Company or any Guarantor becoming aware of any Default  or
Event   of   Default  under  this  Indenture,  an  Officers'  Certificate
specifying  such Default or Event of Default and what action the  Company
or such Guarantor is taking or proposes to take with respect thereto.

Section 3.05   Corporate Existence

Subject  to Article IV hereof, the Company shall do or cause to  be  done
all  things  necessary to preserve and keep in full force and effect  its
corporate existence and the corporate, partnership and other existence of
each  of  its  Subsidiaries and all rights (charter  and  statutory)  and
franchises of the Company and its Subsidiaries, provided that the Company
shall  not  be  required  to  preserve the  corporate  existence  of  any
Subsidiary of the Company or any such right or franchise if the Board  of
Directors  shall  determine that the preservation thereof  is  no  longer
desirable  in  the  conduct  of  the business  of  the  Company  and  its
Subsidiaries taken as a whole and that the loss thereof would not have  a
material  adverse effect on the business, prospects, assets or  financial
condition of the Company and its Subsidiaries taken as a whole and  would
not  have  any material adverse effect on the payment and performance  of
the  obligations of the Company and the Guarantors under  the  Securities
and this Indenture.

Section 3.06  Maintenance of Properties

The Company shall cause all material properties owned by or leased to the
Company or any Subsidiary of the Company or used or held for use  in  the
conduct  of  its  business or the business of any such Subsidiary  to  be
maintained  and  kept  in  good  condition,  repair  and  working   order
(reasonable wear and tear and casualty losses excepted) and will cause to
be  made  all necessary repairs, renewals, replacements, betterments  and
improvements  thereof,  all as in the judgment  of  the  Company  may  be
necessary so that the business carried on in connection therewith may  be
properly  conducted at all times; provided that nothing in  this  Section
3.06  shall  prevent  the  Company from discontinuing  the  operation  or
maintenance of any of such properties if such discontinuance is,  in  the
judgment of the Company, desirable in the conduct of its business or  the
business  of any such Subsidiary and not disadvantageous in any  material
respect to the Holders.

Section 3.07  Payment of Taxes and Other Claims

The  Company  will  pay or discharge or cause to be paid  or  discharged,
before  the  same  shall  become  delinquent,  (i)  all  material  taxes,
assessments  and governmental charges levied or imposed upon the  Company
or any of its Subsidiaries or upon the income, profits or property of the
Company  or any of its Subsidiaries, and (ii) all material lawful  claims
for labor, materials and supplies which, if unpaid, might by law become a
Lien  upon  the  property  of the Company or  any  of  its  Subsidiaries;
provided  that the Company shall not be required to pay or  discharge  or
cause  to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith,
and by appropriate proceedings.

Section 3.08  Waiver of Stay, Extension or Usury Laws

The Company and each Guarantor, if any, covenant (to the extent that they
may lawfully do so) that they will not at any time insist upon, or plead,
or  in  any manner whatsoever claim or take the benefit or advantage  of,
any  stay  or  extension law or any usury law or other law,  which  would
prohibit or forgive the Company or any Guarantor from paying all  or  any
portion  of  the  principal of, or premium, if any, or  interest  on  the
Securities as contemplated herein, wherever enacted, now or at  any  time
hereafter  in force, or which may affect the covenants or the performance
of  this Indenture; and (to the extent that they may lawfully do so)  the
Company  and  each  Guarantor  hereby  expressly  waive  all  benefit  or
advantage of any such law, and covenant that they will not hinder,  delay
or  impede the execution of any power herein granted to the Trustee,  but
will  suffer  and permit the execution of every such power as  though  no
such law had been enacted.

Section 3.09  Limitation on Indebtedness

(a)   The Company will not, and will not permit any Restricted Subsidiary
to,  Incur, directly or indirectly, any Indebtedness; provided,  however,
the  Company may Incur Indebtedness if the pro forma Consolidated  EBITDA
Coverage Ratio at the date of such Incurrence exceeds 2.25 to 1.0.

(b)   Notwithstanding  clause  (a), the  following  Indebtedness  may  be
incurred:

     (1)   Indebtedness of the Company pursuant to one or  more
     Credit  Facilities (and the guarantee of such Indebtedness
     by  Restricted Subsidiaries); provided, however, that  the
     aggregate amount of such Indebtedness outstanding at  such
     time shall not exceed $350 million;

     (2)    Indebtedness  of  the  Company  or   a   Restricted
     Subsidiary owed to and held by a Restricted Subsidiary  or
     Indebtedness of a Restricted Subsidiary owed to  and  held
     by  the  Company;  provided, however, that any  subsequent
     issuance or transfer of any Capital Stock that results  in
     such  Restricted Subsidiary to whom Indebtedness  is  owed
     ceasing  to be a Restricted Subsidiary or any transfer  of
     such  Indebtedness (other than to the Company  or  another
     Restricted Subsidiary) shall be deemed, in each  case,  to
     constitute the Incurrence of such Indebtedness;

     (3)   The Securities and Indebtedness Incurred in exchange
     for,  or  the  proceeds of which are  used  to  refund  or
     refinance, any Indebtedness permitted by this clause  (3);
     provided,  however, that (i) the principal amount  of  the
     Indebtedness  so Incurred shall not exceed  the  principal
     amount  of  the  Indebtedness so  exchanged,  refunded  or
     refinanced  (plus  the  amount  of  reasonable  fees   and
     expenses  incurred in connection therewith, including  any
     premium or defeasance costs) and (ii) the Indebtedness  so
     Incurred (A) shall not mature prior to the Stated Maturity
     of  the  Indebtedness so exchanged, refunded or refinanced
     and  (B)  shall have an Average Life equal to  or  greater
     than  the  remaining Average Life of the  Indebtedness  so
     exchanged, refunded or refinanced;

     (4)    Indebtedness  of  the  Company  or  any  Restricted
     Subsidiary  (other than Indebtedness described  in  clause
     (1),  (2) or (3) above) (x) outstanding on the Issue  Date
     (including without limitation, the Cliffs Senior Notes) or
     Incurred pursuant to agreements as in effect on the  Issue
     Date and (y) Indebtedness Incurred in exchange for, or the
     proceeds  of  which are used to refund or  refinance,  any
     Indebtedness permitted by this clause (4) or permitted  by
     clause   (a)  above;  provided,  however,  that  (i)   the
     principal amount of the Indebtedness so Incurred shall not
     exceed  the  principal  amount  of  the  Indebtedness   so
     exchanged,  refunded  or refinanced (plus  the  amount  of
     reasonable   fees  and  expenses  incurred  in  connection
     therewith, including any premium or defeasance costs); and
     (ii)  the  Indebtedness so Incurred (A) shall  not  mature
     prior  to  the  Stated  Maturity of  the  Indebtedness  so
     exchanged,  refunded or refinanced and (B) shall  have  an
     Average  Life  equal  to  or greater  than  the  remaining
     Average Life of the Indebtedness so exchanged, refunded or
     refinanced;

     (5)    Indebtedness  of  the  Company  or  any  Restricted
     Subsidiary  consisting of guarantees  in  connection  with
     any  synthetic  lease obligations of Persons  Incurred  to
     finance  the  construction  or upgrade  of  the  drillship
     Deepwater  Frontier and the drillship Pathfinder  pursuant
     to agreements governing such obligations;

     (6)  Acquired Indebtedness of any Restricted Subsidiary in
     an  aggregate amount not to exceed $300 million,  provided
     that the Company on a pro forma basis could Incur $1.00 of
     additional Indebtedness pursuant to paragraph (a) of  this
     covenant;

     (7)    Indebtedness  of  the  Company  or  any  Restricted
     Subsidiary   consisting  of  guarantees,  indemnities   or
     obligations  in  respect of purchase price adjustments  in
     connection with the acquisition or disposition of  assets,
     including, without limitation, shares of Capital Stock;

     (8)    The   Incurrence  by  the  Company's   Unrestricted
     Subsidiaries   of  Non-Recourse  Indebtedness;   provided,
     however, that if any such Indebtedness ceases to  be  Non-
     Recourse  Indebtedness  of  any  Unrestricted  Subsidiary,
     subject  to  the definition of "Unrestricted  Subsidiary",
     such event shall be deemed to constitute an incurrence  of
     Indebtedness  by a Restricted Subsidiary  of  the  Company
     that was not permitted by this clause (8);

     (9)  Obligations of the Company or a Restricted Subsidiary
     under  performance  or surety bonds relating  to  building
     contracts   for   the  construction  of   drilling   rigs,
     drillships  or  similar  vessels  or  contracts  for   the
     installation of related equipment;

     (10) Hedging Obligations; and

     (11)   Indebtedness  of  the  Company  or  any  Restricted
     Subsidiary   in  an  aggregate  principal  amount   which,
     together  with all other Indebtedness of the Company  then
     outstanding (other than Indebtedness permitted by  clauses
     (1)  through (10) of this paragraph (b) or paragraph  (a))
     does not exceed $50 million.

(c)  Notwithstanding clauses (a) and (b), the Company shall not issue any
Indebtedness if the proceeds thereof are used, directly or indirectly, to
repay,   prepay,  redeem,  defease,  retire,  refund  or  refinance   any
Subordinated  Obligations unless such Indebtedness shall be  subordinated
to  the  Securities  to  at least the same extent  as  such  Subordinated
Obligations.

Section 3.10  Limitation  on  Sale/Leaseback Transactions

The Company shall not, and shall not permit any Restricted Subsidiary  of
the Company to, enter into any Sale/Leaseback Transaction with any Person
(other  than  the  Company  or a Restricted Subsidiary  of  the  Company)
unless:

(a)  the Company or such Restricted Subsidiary would be entitled to incur
Indebtedness,   in   a  principal  amount  equal  to   the   Attributable
Indebtedness with respect to such Sale/Leaseback Transaction, secured  by
a  Lien  on  the  property  subject  to such  Sale/Leaseback  Transaction
pursuant to Section 3.10 hereof without equally and ratably securing  the
Securities pursuant to such Section;

(b)  after the Issue Date and within a period commencing six months prior
to  the  consummation of such Sale/Leaseback Transaction and  ending  six
months  after  the consummation thereof, the Company or  such  Restricted
Subsidiary  shall have expended for property used or to be  used  in  the
ordinary   course  of  business  of  the  Company  and   its   Restricted
Subsidiaries an amount equal to all or a portion of the Net  Proceeds  of
such  Sale/Leaseback Transaction and the Company shall  have  elected  to
designate such amount as a credit against such Sale/Leaseback Transaction
(with  any such amount not being so designated to be applied as set forth
in clause (c) below); or

(c)  the Company, during the 12-month period after the effective date  of
such  Sale/Leaseback  Transaction, shall have applied  to  the  voluntary
defeasance or retirement of Securities or any Pari Passu Indebtedness  an
amount  equal to the greater of the Net Proceeds of the sale or  transfer
of  the  property leased in such Sale/Leaseback Transaction and the  fair
value,  as determined by the Board of Directors, of such property at  the
time  of  entering into such Sale/Leaseback Transaction (in  either  case
adjusted  to  reflect  the remaining term of the  lease  and  any  amount
expended by the Company as set forth in clause (b) above), less an amount
equal  to  the principal amount of Securities and Pari Passu Indebtedness
voluntarily  defeased  or  retired by the Company  within  such  12-month
period  and  not  designated as a credit against any other Sale/Leaseback
Transaction  entered into by the Company or any Restricted Subsidiary  of
the Company during such period.

Section 3.11 Limitation on Liens

The Company shall not, and shall not permit any Restricted Subsidiary  of
the  Company to, issue, assume or guarantee any Indebtedness for borrowed
money secured by any Lien on any property or asset now owned or hereafter
acquired  by  the  Company or such Restricted Subsidiary  without  making
effective  provision whereby any and all Securities  then  or  thereafter
outstanding  will be secured by a Lien equally and ratably with  any  and
all other obligations thereby secured for so long as any such obligations
shall  be so secured.  Notwithstanding the foregoing, the Company or  any
Restricted  Subsidiary  of  the  Company may,  without  so  securing  the
Securities,  issue, assume or guarantee Indebtedness for  borrowed  money
secured by the following Liens:

(a)  Liens existing on the Issue Date or provided for under the terms  of
agreements existing on the Issue Date;

(b)   Liens  on property securing (i) all or any portion of the  cost  of
acquiring, constructing, altering, improving or repairing any property or
assets,  real  or  personal,  or improvements  used  or  to  be  used  in
connection  with  such  property or (ii)  Indebtedness  incurred  by  the
Company  or any Restricted Subsidiary of the Company prior to  or  within
one  year  after  the  later  of  the  acquisition,  the  completion   of
construction,  alteration, improvement or repair or the  commencement  of
commercial  operation thereof, which Indebtedness  is  incurred  for  the
purpose  of  financing all or any part of the purchase price  thereof  or
construction or improvements thereon;

(c)   Liens securing Indebtedness owed by a Restricted Subsidiary of  the
Company  to  the  Company or to any other Restricted  Subsidiary  of  the
Company;

(d)   Liens  on  property  existing at the time of  acquisition  of  such
property by the Company or any of its Restricted Subsidiaries or Liens on
the  property  of any Person existing at the time such Person  becomes  a
Restricted Subsidiary of the Company and, in any case, not incurred as  a
result  of  (or in connection with or in anticipation of) the acquisition
of  such Property or such Person becoming a Restricted Subsidiary of  the
Company,  provided that such Liens do not extend to or cover any property
or assets of the Company or any of its Restricted Subsidiaries other than
the  property  encumbered at the time such property is  acquired  by  the
Company  or any of its Restricted Subsidiaries or such Person  becomes  a
Restricted  Subsidiary of the Company and, in any  case,  do  not  secure
Indebtedness  with a principal amount in excess of the  principal  amount
outstanding at such time;

(e)   Liens  on  any  property  securing  (i)  Indebtedness  incurred  in
connection with the construction, installation or financing of  pollution
control or abatement facilities or other forms of industrial revenue bond
financing or (ii) Indebtedness issued or guaranteed by the United  States
or  any  State  thereof or any department, agency or  instrumentality  of
either;

(f)  any Lien extending, renewing or replacing (or successive extensions,
renewals or replacements of) any Lien of any type permitted under  clause
(a),  (b), (d) or (e) above, provided that such Lien extends to or covers
only the property that is subject to the Lien being extended, renewed  or
replaced  and  that  the  principal amount of  the  Indebtedness  secured
thereby  shall not exceed the principal amount of Indebtedness so secured
at the time of such extension, renewal or replacement; or

(g)   Liens (exclusive of any Lien of any type otherwise permitted  under
clauses  (a) through (f) above) securing Indebtedness for borrowed  money
of  the  Company  or  any Restricted Subsidiary  of  the  Company  in  an
aggregate  principal amount which, together with the aggregate amount  of
Attributable  Indebtedness deemed to be outstanding  in  respect  of  all
Sale/Leaseback  Transactions  entered into  pursuant  to  clause  (a)  of
Section  3.09  hereof (exclusive of any such Sale/Leaseback  Transactions
otherwise permitted under clauses (a) through (f) above), does not at the
time  such  Indebtedness is incurred exceed 15% of the  Consolidated  Net
Worth  of  the  Company (as shown in the most recent audited consolidated
balance sheet of the Company and its Restricted Subsidiaries).

Section 3.12   Limitation   on  Restricted  Payments

(a)  The Company will not, and will not permit any Restricted Subsidiary,
directly or indirectly, to:

     (1)   declare or pay any dividend or make any distribution
     on  or  in  respect  of its Capital Stock  (including  any
     payment  in  connection with any merger  or  consolidation
     involving  the  Company)  or to  the  direct  or  indirect
     holders of its Capital Stock, except:

          (A)  dividends or distributions payable solely in its
          Non-Convertible Capital Stock or in options, warrants
          or  other  rights  to  purchase  its  Non-Convertible
          Capital Stock,

          (B)    dividends  or  distributions  payable  to  the
          Company or a Restricted Subsidiary, and

          (C)   pro  rata  dividends or  distributions  on  the
          Capital  Stock  of  a Restricted Subsidiary  held  by
          minority stockholders (including, without limitation,
          minority  stockholders  of  Arcade  Drilling  AS,   a
          Norwegian corporation);

     (2)   purchase, redeem or otherwise acquire or retire  for
     value any Capital Stock of the Company or of any direct or
     indirect   parent  of  the  Company,  or  any   Restricted
     Subsidiary (except Capital Stock held by the Company or  a
     Restricted Subsidiary);

     (3)   purchase, repurchase, redeem, defease  or  otherwise
     acquire  or retire for value, prior to scheduled maturity,
     scheduled repayment or scheduled sinking fund payment, any
     Subordinated   Obligations  (other  than   the   purchase,
     repurchase    or   other   acquisition   of   Subordinated
     Obligations  purchased  in anticipation  of  satisfying  a
     sinking  fund obligation, principal installment  or  final
     maturity, in each case due within one year of the date  of
     acquisition); or

     (4)  make any Investment other than a Permitted Investment
     (any  such  dividend, distribution, purchase,  redemption,
     repurchase,  defeasance, other acquisition, retirement  or
     Investment  being  herein referred  to  as  a  "Restricted
     Payment"),

if  at the time the Company or such Restricted Subsidiary makes
such Restricted Payment:

     (i)   a Default shall have occurred and be continuing  (or
     would result therefrom); or

     (ii)  the  Company  would not be  permitted  to  Incur  an
     additional    $1.00    of   Indebtedness    pursuant    to
     Section  3.09(a)  after giving pro forma  effect  to  such
     Restricted Payment; or

     (iii)      the aggregate amount of such Restricted Payment
     and  all  other Restricted Payments since the  Issue  Date
     would exceed the sum of:

          (A)   50%  of  the  Consolidated Net  Income  accrued
          during  the period (treated as one accounting period)
          from the beginning of the fiscal quarter during which
          the  Securities were originally issued to the end  of
          the  most  recent fiscal quarter ending at  least  45
          days  prior  to  the date of such Restricted  Payment
          (or, in case such Consolidated Net Income shall be  a
          deficit, minus 100% of such deficit);

          (B)   100%  of the aggregate net proceeds  (including
          the  fair  market  value of non-cash proceeds,  which
          shall  be  determined in good faith by the  Board  of
          Directors  of  the Company) received by  the  Company
          from  the  issue or sale of its Capital Stock  (other
          than   Redeemable   Stock  or   Exchangeable   Stock)
          subsequent to the Issue Date (other than an  issuance
          or  sale  to  a Restricted Subsidiary or an  employee
          stock ownership plan or similar trust);

          (C)   the amount by which Indebtedness of the Company
          is  reduced on the Company's balance sheet  upon  the
          conversion  or exchange (other than by  a  Restricted
          Subsidiary)  subsequent  to  the  Incurrence  of  any
          Indebtedness   of   the   Company   convertible    or
          exchangeable for Capital Stock (other than Redeemable
          Stock or Exchangeable Stock) of the Company (less the
          amount of any cash, or other property, distributed by
          the Company upon such conversion or exchange);

          (D)    to  the  extent  not  otherwise  included   in
          Consolidated   Net  Income,  the  net  reduction   in
          Investments  in  Unrestricted Subsidiaries  resulting
          from  dividends, repayments of loans or advances,  or
          other  transfers  of  assets, in  each  case  to  the
          Company or any Restricted Subsidiary after the  Issue
          Date  from  any Unrestricted Subsidiary or  from  the
          redesignation  of  an Unrestricted  Subsidiary  as  a
          Restricted  Subsidiary  (valued  in  each   case   as
          provided  in  the definition of Investment),  not  to
          exceed  in the case of any Restricted Subsidiary  the
          total  amount  of Investments (other  than  Permitted
          Investments)  in such Restricted Subsidiary  made  by
          the  Company and its Restricted Subsidiaries in  such
          Unrestricted Subsidiary after the Issue Date; and

          (E)  $20 million.

(b)  The provisions of clause (a) of this Section shall not prohibit:

     (1)   any  purchase  or  redemption of  Capital  Stock  or
     Subordinated Obligations of the Company made  by  exchange
     for,   or   out  of  the  proceeds  of  the  substantially
     concurrent  sale of, Capital Stock of the  Company  (other
     than Redeemable Stock or Exchangeable Stock and other than
     Capital Stock issued or sold to a Restricted Subsidiary or
     an employee stock ownership plan); provided, however, that
     (i)  such purchase or redemption shall be excluded in  the
     calculation of the amount of Restricted Payments and  (ii)
     the  Net  Cash Proceeds from such sale shall  be  excluded
     from clauses (4)(iii)(B) and (4)(iii)(C) of Section (a);

     (2)    any   purchase   or  redemption   of   Subordinated
     Obligations of the Company made by exchange for, or out of
     the  proceeds  of  the substantially concurrent  sale  of,
     Indebtedness  of  the Company which  is  permitted  to  be
     Incurred  pursuant  to  the provisions  of  Section  3.09;
     provided, however, that such purchase or redemption  shall
     be excluded in the calculation of the amount of Restricted
     Payments; and

     (3)   dividends  paid within 60 days  after  the  date  of
     declaration  if at such date of declaration such  dividend
     would   have  complied  with  this  provision;   provided,
     however, that at the time of payment of such dividend,  no
     other  Default  shall have occurred and be continuing  (or
     would  result therefrom); provided further, however,  that
     such dividend shall be included in the calculation of  the
     amount of Restricted Payments.

Section 3.13  Covenant Termination

In  the event that at any time (a) the ratings assigned to the Securities
by  both of the Rating Agencies are Investment Grade Ratings and  (b)  no
Default  has occurred and is continuing under this Indenture, the Company
and  its  Restricted  Subsidiaries will  no  longer  be  subject  to  the
provisions   of   Sections  3.09  and  3.12  (together,  the   "Suspended
Covenants").   In  the  event that the Company  is  not  subject  to  the
Suspended  Covenants for any period of time as a result of the  preceding
sentence  and,  subsequently, one or both Rating Agencies  withdraws  its
ratings  or downgrades the ratings assigned to the Securities  below  the
required  Investment Grade Ratings, then the Company and  its  Restricted
Subsidiaries  will  again  be  subject to  the  Suspended  Covenants  and
compliance  with  the  Suspended Covenants  with  respect  to  Restricted
Payments  made  after the time of such withdrawal or  downgrade  will  be
calculated in accordance with the provisions of Section 3.12 as  if  such
Section had been in effect during the entire period of time from the date
of this Indenture.

Section 3.14  Registration  Rights Agreement

The  Company shall perform its obligations under the Registration  Rights
Agreement  and shall comply in all material respects with the  terms  and
conditions  contained therein including, without limitation, the  payment
of  any  additional  interest required by Section 6 of  the  Registration
Rights Agreement.

                              ARTICLE IV
                                    
                               SUCCESSORS
          
Section 4.01  Limitations on Mergers and Consolidations

Neither the Company nor any Guarantor (other than any Guarantor that  has
been  released from its Guarantee pursuant to the provisions  of  Section
9.06  hereof) shall consolidate with or merge into any Person,  or  sell,
lease, convey, transfer or otherwise dispose of all or substantially  all
of its assets to any Person, unless:

     (i)   the Person formed by or surviving such consolidation
     or merger (if other than the Company or such Guarantor, as
     the   case  may  be),  or  to  which  such  sale,   lease,
     conveyance,  transfer or other disposition shall  be  made
     (collectively,   the  "Successor"),   is   a   corporation
     organized and existing under the laws of the United States
     or  any  State  thereof or the District of  Columbia  (or,
     alternatively, in the case of a Guarantor organized  under
     the  laws  of a jurisdiction outside the United States,  a
     corporation organized and existing under the laws of  such
     foreign  jurisdiction),  and  the  Successor  assumes   by
     supplemental  indenture  in a  form  satisfactory  to  the
     Trustee  all  of  the obligations of the Company  or  such
     Guarantor,  as  the case may be, under this Indenture  and
     the Securities;

     (ii)  immediately after giving effect to such transaction,
     no  Default or Event of Default shall have occurred and be
     continuing;

     (iii)      in  the case of the Company, immediately  after
     giving   effect   to  such  transaction,  the   resulting,
     surviving or transferee Person would be able to  Incur  at
     least  $1.00 of Indebtedness pursuant to Section  3.09(a);
     and

     (iv)  the  Company shall have delivered to the Trustee  an
     Officers'  Certificate  and an Opinion  of  Counsel,  each
     stating   that   the  transaction  and  such  supplemental
     indenture comply with this Indenture.

Section 4.02    Successor Corporation Substituted

Upon any consolidation or merger of the Company or any Guarantor, or  any
sale,  lease,  conveyance,  transfer  or  other  disposition  of  all  or
substantially  all  of  the assets of the Company  or  any  Guarantor  in
accordance  with  Section  4.01  hereof, the  Successor  formed  by  such
consolidation  or  into or with which the Company or  such  Guarantor  is
merged  or  to  which  such sale, lease, conveyance,  transfer  or  other
disposition  or  assignment is made shall succeed to, and be  substituted
for,  and  may  exercise every right and power of, the  Company  or  such
Guarantor,  as  the case may be, under this Indenture and the  Securities
with  the same effect as if such Successor had been named as the  Company
or such Guarantor herein and the predecessor Company or Guarantor, in the
case  of  a  sale,  conveyance, transfer or other disposition,  shall  be
released from all obligations under this Indenture and the Securities.

                               ARTICLE V
                                    
                          DEFAULTS AND REMEDIES
          
Section 5.01  Events of Default

An "Event of Default" with respect to any series of Securities occurs if:

     (1)   the Company or any Guarantor defaults in the payment
     of  interest on any Security of such series when the  same
     becomes due and payable and such default continues  for  a
     period of 30 days;

     (2)   the Company or any Guarantor defaults in the payment
     of the principal of or premium, if any, on any Security of
     such  series  when  the same becomes due  and  payable  at
     maturity, upon acceleration, upon redemption or otherwise;

     (3)  the Company or any Guarantor fails to comply with any
     of its other agreements or covenants in, or provisions of,
     the  Securities  of  such series, any Guarantees  or  this
     Indenture  and such failure continues for the  period  and
     after  the notice specified in the last paragraph of  this
     Section 5.01;

     (4)    any  default  shall  occur  which  results  in  the
     acceleration  of the maturity of any Indebtedness  of  the
     Company or any Restricted Subsidiary of the Company (other
     than  the  Securities of such series or  any  Non-Recourse
     Indebtedness)  having an outstanding principal  amount  of
     $20  million or more individually or, taken together  with
     all  other such Indebtedness that has been so accelerated,
     in  the  aggregate;  or any default  shall  occur  in  the
     payment  of  any principal or interest in respect  of  any
     Indebtedness  of the Company or any Restricted  Subsidiary
     of  the  Company (other than the Securities of such series
     or  any  Non-Recourse Indebtedness) having an  outstanding
     principal  amount of $20 million or more individually  or,
     taken  together  with  all other  such  Indebtedness  with
     respect  to which any such payment has not been  made,  in
     the  aggregate and such default shall be continuing for  a
     period  of  30 days without the Company or such Restricted
     Subsidiary, as the case may be, effecting a cure  of  such
     default;

     (5)  a final judgment or order for the payment of money in
     excess  of  $20  million  (net  of   applicable  insurance
     coverage)  shall  be  rendered against  the  Company,  any
     Guarantor or any other "significant subsidiary"  (as  such
     term  is defined in Regulation S-X under the Exchange Act,
     a  "Significant  Subsidiary") of the  Company  that  is  a
     Restricted  Subsidiary and such judgment  or  order  shall
     continue unsatisfied and unstayed for a period of 60 days;

     (6)   the  Company, any Guarantor or any other Significant
     Subsidiary  of the Company that is a Restricted Subsidiary
     pursuant to or within the meaning of any Bankruptcy Law:

          (A)  commences a voluntary case,

          (B)   consents  to the entry of an order  for  relief
          against it in an involuntary case,

          (C)  consents to the appointment of a Custodian of it
          or for all or for a substantial part of its property,

          or

          (D)   makes  a general assignment for the benefit  of
          its creditors; or

     (7)  a court of competent jurisdiction enters an order  or
     decree under any Bankruptcy Law that remains unstayed  and
     in effect for 60 days and that:

          (A)  is for relief against the Company, any Guarantor
          or  any  other Significant Subsidiary of the  Company
          that  is  a  Restricted Subsidiary as  debtor  in  an
          involuntary case,

          (B)    appoints  a  Custodian  of  the  Company,  any
          Guarantor or any other Significant Subsidiary of  the
          Company  that  is  a  Restricted  Subsidiary   or   a
          Custodian  for all or for a substantial part  of  the
          property  of the Company, any Guarantor or any  other
          Significant  Subsidiary of  the  Company  that  is  a
          Restricted Subsidiary, or

          (C)   orders  the  liquidation of  the  Company,  any
          Guarantor or any other Significant Subsidiary of  the
          Company that is a Restricted Subsidiary.

The term "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

The  Trustee shall not be deemed to know of a Default or Event of Default
unless  a Trust Officer at the Corporate Trust Office of the Trustee  has
actual  knowledge of such Default or the Trustee receives written  notice
at  the Corporate Trust Office of the Trustee of such Default or Event of
Default with specific reference to such Default.
When a Default is cured, it ceases.

A  Default  under clause (3) of this Section is not an Event  of  Default
until the Trustee notifies the Company and, in the case of a Default by a
Guarantor,  such Guarantor, or the Holders of at least 25%  in  principal
amount  of  the  Securities  of any series then  outstanding  notify  the
Company,  such  Guarantor  (where applicable) and  the  Trustee,  of  the
Default,  and  neither the Company nor such Guarantor cures  the  Default
within 60 days after receipt of the notice.  The notice must specify  the
Default,  demand  that  it be remedied and state that  the  notice  is  a
"Notice of Default."

Section 5.02  Acceleration

If  an  Event  of  Default (other than an Event of Default  specified  in
clause  (6) or (7) of Section 5.01 hereof with respect to the Company  or
any  Guarantor) with respect to any series of Securities  occurs  and  is
continuing,  the Trustee by notice to the Company, or the Holders  of  at
least 25% in principal amount of the then outstanding Securities of  such
series  by  notice  to  the  Company and the  Trustee,  may  declare  the
principal of and premium, if any, and accrued and unpaid interest on  all
then  outstanding  Securities  of such  series  to  be  due  and  payable
immediately.   Upon any such declaration the amounts due and  payable  on
the  Securities of such series, as determined in accordance with the next
succeeding paragraph, shall be due and payable immediately.  If an  Event
of  Default  specified in clause (6) or (7) of Section 5.01  hereof  with
respect  to  the  Company or any Guarantor occurs, the principal  of  and
premium,  if any, and accrued and unpaid interest on all Securities  then
outstanding  shall ipso facto become and be immediately due  and  payable
without  any declaration, notice or other act on the part of the  Trustee
or  any  Holder.  The Holders of a majority in principal  amount  of  the
Securities  of  any  series then outstanding by  written  notice  to  the
Trustee may rescind an acceleration and its consequences with respect  to
such  series (other than nonpayment of principal of, or premium, if  any,
or interest on the Securities of such series) if the rescission would not
conflict  with  any  judgment or decree and if  all  existing  Events  of
Default  have  been cured or waived, except nonpayment of  principal,  or
premium,  if any, or interest that has become due solely because  of  the
acceleration.

In  the  event  that  the maturity of the Securities  of  any  series  is
accelerated  pursuant to this Section 5.02, 100% of the principal  amount
thereof  shall become due and payable plus, premium, if any, and  accrued
interest to the date of payment.

Section 5.03 Other Remedies

If  an Event of Default occurs  and is continuing, the Trustee may pursue
any  available remedy to collect the payment of principal of, or premium,
if  any,  or interest on the Securities or to enforce the performance  of
any  provision  of  the Securities, this Indenture  or  the  Registration
Rights Agreement.

The Trustee may maintain a proceeding even if it does not possess any  of
the  Securities  or  does not produce any of them in the  proceeding.   A
delay or omission by the Trustee or any Holder in exercising any right or
remedy  accruing upon an Event of Default shall not impair the  right  or
remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law.

Section 5.04 Waiver of Existing Defaults

Subject  to  Sections 5.07 and 8.02 hereof, the Holders of a majority  in
principal  amount  of  the Securities of any series then  outstanding  by
notice  to the Trustee may waive an existing Default or Event of  Default
and  its  consequences (including waivers obtained in connection  with  a
tender  offer or exchange offer for the Securities of such  series  or  a
solicitation  of  consents in respect of the Securities of  such  series,
provided  that  in each case such offer or solicitation is  made  to  all
Holders  of   the  Securities of such series then  outstanding  on  equal
terms),  except  (1)  a continuing Default or Event  of  Default  in  the
payment  of  the  principal of, or premium, if any, or  interest  on  the
Securities  of  any series or (2) a continuing Default in  respect  of  a
provision  that under Section 8.02 hereof cannot be amended  without  the
consent  of  each  Holder affected.  Upon any such waiver,  such  Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed  to  have been cured for every purpose of this Indenture;  but  no
such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

Section 5.05  Control  by  Majority

The  Holders of a majority in principal amount of the Securities  of  any
series  then  outstanding  may  direct the  time,  method  and  place  of
conducting  any  proceeding for any remedy available to  the  Trustee  or
exercising  any trust or power conferred on it hereunder with respect  to
such  series.   However, the Trustee may refuse to follow  any  direction
that  conflicts with applicable law or this Indenture, that  the  Trustee
determines  may be unduly prejudicial to the rights of other Holders,  or
that  may  involve the Trustee in personal liability; provided,  however,
that  the Trustee may take any other action deemed proper by the  Trustee
that is not inconsistent with such direction.  Prior to taking any action
hereunder,  the Trustee shall be entitled to indemnification satisfactory
to  it  in its sole discretion against all losses and expenses caused  by
taking or not taking such action.

Section 5.06  Limitations on Suits

Subject to Section 5.07 hereof, a Holder may pursue a remedy with respect
to  this  Indenture (including the Guarantees) or the Securities  of  any
series only if:

     (1)   the Holder gives to the Trustee written notice of  a
     continuing Event of Default;

     (2)   the  Holders of at least 25% in principal amount  of
     the  Securities  of  such series then outstanding  make  a
     written request to the Trustee to pursue the remedy;

     (3)  such Holder or Holders offer to the Trustee indemnity
     reasonably satisfactory to the Trustee against  any  loss,
     liability or expense;

     (4)   the Trustee does not comply with the request  within
     60  days  after receipt of the request and  the  offer  of
     indemnity; and

     (5)   during such 60-day period the Holders of a  majority
     in  principal amount of  the Securities of such series  do
     not  give  the Trustee a direction inconsistent  with  the
     request.

A  Holder  may not use this Indenture to prejudice the rights of  another
Holder or to obtain a preference or priority over another Holder.

Section 5.07  Rights  of  Holders to Receive Payment

Notwithstanding any other provision of this Indenture, the right  of  any
Holder of a Security to receive payment of principal of, and premium,  if
any,  and interest on the Security, on or after the respective due  dates
expressed  in the Security, or to bring suit for the enforcement  of  any
such  payment  on  or  after  such  respective  dates,  is  absolute  and
unconditional and shall not be impaired or affected without  the  consent
of the Holder.

Section 5.08  Collection Suit by Trustee

If  an  Event  of Default specified in clause (1) or (2) of Section  5.01
hereof  occurs  and is continuing, the Trustee is authorized  to  recover
judgment  in its own name and as trustee of an express trust against  the
Company  and  any Guarantor for the amount of principal and  premium,  if
any,  and  interest  remaining unpaid on any series  of  Securities,  and
interest  on  overdue principal and premium, if any, and, to  the  extent
lawful, interest on overdue interest, and such further amount as shall be
sufficient  to cover the costs and expenses of collection, including  the
reasonable  compensation, expenses, disbursements  and  advances  of  the
Trustee, its agents and counsel.

Section 5.09  Trustee  May  File  Proofs  of  Claim

The  Trustee is authorized to file such proofs of claim and other  papers
or  documents  and  to take such actions, including  participating  as  a
member,  voting or otherwise, of any committee of creditors,  as  may  be
necessary  or  advisable  in  order to have the  claims  of  the  Trustee
(including   any   claim  for  the  reasonable  compensation,   expenses,
disbursements  and advances of the Trustee, its agents and  counsel)  and
the  Holders allowed in any judicial proceedings relative to the  Company
and  any Guarantor or their respective creditors or properties and  shall
be entitled and empowered to collect, receive and distribute any money or
other  property  payable  or  deliverable on  any  such  claims  and  any
Custodian  in any such judicial proceeding is hereby authorized  by  each
Holder  to make such payments to the Trustee, and in the event  that  the
Trustee  shall  consent to the making of such payments  directly  to  the
Holders,  to  pay to the Trustee any amount due to it for the  reasonable
compensation,  expenses, disbursements and advances of the  Trustee,  its
agents  and counsel, and any other amounts due the Trustee under  Section
6.07  hereof.  To  the extent that the payment of any such  compensation,
expenses,  disbursements  and advances of the  Trustee,  its  agents  and
counsel, and any other amounts due the Trustee under Section 6.07  hereof
out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid  out
of,  any  and all distributions, dividends, money, securities  and  other
properties  which  the Holders of the Securities of  any  series  may  be
entitled  to receive in such proceeding whether in liquidation  or  under
any  plan of reorganization or arrangement or otherwise.  Nothing  herein
contained  shall  be  deemed to authorize the  Trustee  to  authorize  or
consent  to  or  accept  or adopt on behalf of any  Holder  any  plan  of
reorganization,  arrangement,  adjustment or  composition  affecting  the
Securities  of  any  series or the rights of any Holder  thereof,  or  to
authorize  the Trustee to vote in respect of the claim of any  Holder  in
any such proceeding.

Section 5.10   Priorities

If  the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

     First:  to the Trustee for amounts due under Section 6.07 hereof;

     Second:  to Holders for amounts due and unpaid on the Securities for
     principal, premium, if any, and interest ratably, without preference
     or priority of any kind, according to the amounts due and payable on
     the  Securities  for  principal,  premium,  if  any,  and  interest,
     respectively; and

     Third:  to the Company.

The  Trustee, upon prior written notice to the Company, may fix a  record
date  and  payment  date  for any payment to  Holders  pursuant  to  this
Article.

Section 5.11  Undertaking for Costs

In  any  suit  for  the  enforcement of any right or  remedy  under  this
Indenture  or  in  any suit against the Trustee for any action  taken  or
omitted  by  it as a trustee, a court in its discretion may  require  the
filing  by  any party litigant in the suit of an undertaking to  pay  the
costs  of the suit, and the court in its discretion may assess reasonable
costs,  including reasonable attorneys' fees, against any party  litigant
in the suit, having due regard to the merits and good faith of the claims
or defenses made by the party litigant.  This Section does not apply to a
suit  by the Trustee, a suit by a Holder pursuant to Section 5.07 hereof,
or  a suit by a Holder or Holders of more than 10% in principal amount of
the Securities of any series then outstanding.

                              ARTICLE VI
                                    
                                 TRUSTEE
     
Section 6.01  Duties  of  Trustee

(a)   If  an Event of Default has occurred and is continuing, the Trustee
shall  exercise  such  of the rights and powers  vested  in  it  by  this
Indenture, and use the same degree of care and skill in such exercise, as
a  prudent  man  would  exercise or use under the  circumstances  in  the
conduct of his own affairs.

(b)  Except during the continuance of an Event of Default:

     (1)    the   Trustee  need  perform  only  those  duties  that   are
     specifically  set  forth in this Indenture and  no  others,  and  no
     implied  covenants or obligations shall be read into this  Indenture
     against the Trustee; and

     (2)   in  the  absence  of bad faith on its part,  the  Trustee  may
     conclusively  rely,  as  to  the truth of  the  statements  and  the
     correctness of the opinions expressed therein, upon certificates  or
     opinions furnished to the Trustee and conforming to the requirements
     of   this  Indenture.   However,  the  Trustee  shall  examine  such
     certificates  and  opinions to determine whether or  not,  on  their
     face, they appear to conform to the requirements of this Indenture.

(c)   The  Trustee  may  not  be relieved from liabilities  for  its  own
negligent  action, its own negligent failure to act, or its  own  willful
misconduct, except that:

     (1)   this paragraph does not limit the effect of paragraph  (b)  of
     this Section;

     (2)   the Trustee shall not be liable for any error of judgment made
     in  good  faith  by a Trust Officer, unless it is  proved  that  the
     Trustee was negligent in ascertaining the pertinent facts; and

     (3)   the Trustee shall not be liable with respect to any action  it
     takes  or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 5.05 hereof.

(d)   Whether  or not therein expressly so provided, every  provision  of
this  Indenture  that  in any way relates to the Trustee  is  subject  to
paragraphs (a), (b) and (c) of this Section.

(e)   No  provision of this Indenture shall require the Trustee to expend
or  risk its own funds or incur any liability.  The Trustee may refuse to
perform  any  duty  or  exercise any right or power  unless  it  receives
indemnity  reasonably satisfactory to it against any loss,  liability  or
expense.

(f)   The  Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company.  Money
held  in  trust  by the Trustee need not be segregated from  other  funds
except  to the extent required by law.  All money received by the Trustee
shall, until applied as herein provided, be held in trust for the payment
of the principal of, and  premium if any, and interest on the Securities.

Section 6.02   Rights of Trustee

(a)   The  Trustee may rely on any document believed by it to be  genuine
and  to  have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.

(b)   Before the Trustee acts or refrains from acting, it may require  an
Officers'  Certificate or an Opinion of Counsel  or  both.   The  Trustee
shall  not  be  liable for any action it takes or omits to take  in  good
faith  in  reliance on such Officers' Certificate or Opinion of  Counsel.
The  Trustee  may  consult with counsel and the written  advice  of  such
counsel   or   any  Opinion  of  Counsel  shall  be  full  and   complete
authorization and protection in respect of any action taken, suffered  or
omitted by it hereunder in good faith and in reliance thereon.

(c)   The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

(d)  The Trustee shall not be liable for any action it takes or omits  to
take  in  good  faith which it believes to be authorized  or  within  its
rights or powers conferred upon it by this Indenture.

(e)   Unless  otherwise  specifically provided  in  this  Indenture,  any
demand,  request, direction or notice from the Company or  any  Guarantor
shall  be  sufficient  if signed by an Officer of  the  Company  or  such
Guarantor.

(f)   The Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture.

(g)   In  the  event  the  Trustee receives inconsistent  or  conflicting
requests  and indemnity from two or more groups of holders of  Securities
of  a  series,  each  representing less  than  a  majority  in  aggregate
principal  amount of the Securities outstanding of such series,  pursuant
to the provisions of this Indenture, the Trustee, in its sole discretion,
may determine what action, if any, shall be taken.

(h)   The  Trustee's  immunities and protections from liability  and  its
right to indemnification in connection with the performance of its duties
under  this  Indenture shall extend to the Trustee's officers, directors,
agents,  attorneys  and employees.  Such immunities and  protections  and
right  to  indemnity, together with the Trustee's right to  compensation,
shall survive the Trustee's resignation or removal, the discharge of this
Indenture and final payment of the Securities.

(i)  The permissive right of the Trustee to take the actions permitted by
the Indenture shall not be construed as an obligation or duty to do so.

(j)   Except  for  information  provided by the  Trustee  concerning  the
Trustee, the Trustee shall have no responsibility for any information  in
any  offering  memorandum or other disclosure material  distributed  with
respect  to  the Securities, and the Trustee shall have no responsibility
for  compliance with any state or federal securities laws  in  connection
with the Securities.

Section 6.03  Individual  Rights  of  Trustee

The  Trustee in its individual or any other capacity may become the owner
or  pledgee  of Securities and may otherwise deal with the  Company,  the
Guarantors or any of their Affiliates with the same rights it would  have
if  it  were  not Trustee.  Any Agent may do the same with  like  rights.
However, the Trustee is subject to Sections 6.10 and 6.11 hereof.

Section 6.04    Trustee's Disclaimer

The  Trustee  makes no representation as to the validity or  adequacy  of
this  Indenture  or the Securities, it shall not be accountable  for  the
Company's  use of the proceeds from the Securities or any money  paid  to
the  Company or upon the Company's direction under any provision  hereof,
it  shall  not  be responsible for the use or application  of  any  money
received by any Paying Agent other than the Trustee and it shall  not  be
responsible for any statement or recital herein or any statement  in  the
Securities other than its certificate of authentication.

Section 6.05    Notice  of  Defaults

If a Default or Event of Default occurs and is continuing and it is known
to the Trustee, the Trustee shall mail to Holders a notice of the Default
or  Event of Default within 90 days after it occurs.  Except in the  case
of  a Default or Event of Default in payment of principal of, or premium,
if  any, or interest on any Security, the Trustee may withhold the notice
if  and  so  long  as  a committee of its Trust Officers  in  good  faith
determines that withholding the notice is in the interests of Holders.

Section 6.06    Reports  by  Trustee to  Holders

As  promptly  as practicable after each [May 15, beginning with  May  15,
1999], the Trustee shall mail to Holders a brief report dated as of  such
reporting date that complies with TIA Section 313(a); provided,  however,
that if no event described in TIA Section 313(a) has occurred within  the
twelve   months  preceding  the  reporting  date,  no  report   need   be
transmitted.  The Trustee also shall comply with TIA Section 313(b).  The
Trustee  shall  also  transmit by mail all reports  as  required  by  TIA
Sections 313(c) and 313(d).

A  copy  of  each report at the time of its mailing to Holders  shall  be
filed  with  the SEC and each securities exchange, if any, on  which  the
Securities are listed.  The Company shall notify the Trustee if and  when
the Securities are listed on any stock exchange.

Section 6.07     Compensation   and   Indemnity

The  Company and the Guarantors jointly and severally agree to pay to the
Trustee  from time to time reasonable compensation for its acceptance  of
this  Indenture and services hereunder.  The Trustee's compensation shall
not  be  limited by any law on compensation of a trustee  of  an  express
trust.   The  Company and the Guarantors jointly and severally  agree  to
reimburse  the  Trustee  upon request for all  reasonable  disbursements,
advances  and expenses incurred by it.  Such expenses shall  include  the
reasonable  compensation,  disbursements and expenses  of  the  Trustee's
agents and counsel.

The  Company and the Guarantors jointly and severally agree to  indemnify
the Trustee against any loss, liability or expense incurred by it arising
out  of  or  in connection with the acceptance or administration  of  its
duties  under this Indenture, except as set forth in the next  paragraph.
The  Trustee shall notify the Company and the Guarantors promptly of  any
claim  for  which  it may seek indemnity.  The Company shall  defend  the
claim  and  the Trustee shall cooperate in the defense.  The Trustee  may
have  separate counsel and the Company and the Guarantors shall  pay  the
reasonable fees and expenses of such counsel.  The Company need  not  pay
for any settlement made without its consent.

Neither  the  Company nor the Guarantors shall be obligated to  reimburse
any  expense or indemnify against any loss or liability incurred  by  the
Trustee through negligence or bad faith.

To  secure  the payment obligations of the Company and the Guarantors  in
this  Section 6.07, the Trustee shall have a Lien prior to the Securities
on  all  money or property held or collected by the Trustee, except  that
held  in trust to pay principal of, and premium, if any, and interest  on
the  Securities.  Such Lien shall survive the satisfaction and  discharge
of this Indenture.

When  the  Trustee incurs expenses or renders services after an Event  of
Default  specified in Section 5.01(6) or (7) hereof occurs, the  expenses
and the compensation for the services are intended to constitute expenses
of administration under any Bankruptcy Law.

Section 6.08  Replacement of Trustee

A  resignation or removal of the Trustee and appointment of  a  successor
Trustee   shall  become  effective  only  upon  the  successor  Trustee's
acceptance of appointment as provided in this Section 6.08.
The Trustee may resign and be discharged from the trust hereby created by
so  notifying the Company and the Guarantors.  The Holders of a  majority
in  principal  amount of the then outstanding Securities may  remove  the
Trustee  by  so notifying the Trustee and the Company.  The  Company  may
remove the Trustee if:

     (1)  the Trustee fails to comply with Section 6.10 hereof;

     (2)   the Trustee is adjudged a bankrupt or an insolvent or an order
     for  relief  is  entered  with respect  to  the  Trustee  under  any
     Bankruptcy Law;

     (3)   a  Custodian or public officer takes charge of the Trustee  or
     its property; or

     (4)  the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office
of  Trustee for any reason, the Company and the Guarantors shall promptly
appoint a successor Trustee.  Within one year after the successor Trustee
takes  office,  the  Holders of a majority in  principal  amount  of  the
Securities  then outstanding may appoint a successor Trustee  to  replace
the successor Trustee appointed by the Company.
If  a  successor  Trustee does not take office within 60 days  after  the
retiring Trustee resigns or is removed, the retiring Trustee, the Company
or the Holders of at least 10% in principal amount of the Securities then
outstanding  may  petition any court of competent  jurisdiction  for  the
appointment of a successor Trustee.

If  the Trustee fails to comply with Section 6.10 hereof, any Holder  may
petition  any  court  of competent jurisdiction for the  removal  of  the
Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment
to  the retiring Trustee and to the Company and the Guarantors. Thereupon
the   resignation  or  removal  of  the  retiring  Trustee  shall  become
effective,  and  the successor Trustee shall have all the rights,  powers
and  duties  of the Trustee under this Indenture.  The successor  Trustee
shall  mail a notice of its succession to Holders.  The retiring  Trustee
shall  promptly  transfer  all property held by  it  as  Trustee  to  the
successor  Trustee,  subject to the Lien provided  for  in  Section  6.07
hereof.   Notwithstanding  replacement of the Trustee  pursuant  to  this
Section  6.08  hereof, the obligations of the Company and the  Guarantors
under  Section 6.07 hereof shall continue for the benefit of the retiring
Trustee.

Section 6.09   Successor Trustee by Merger, etc

Subject  to Section 6.10 hereof, if the Trustee consolidates,  merges  or
converts  into,  or transfers all or substantially all of  its  corporate
trust business to, another corporation, the successor corporation without
any  further act shall be the successor Trustee; provided, however,  that
in  the  case of a transfer of all or substantially all of its  corporate
trust   business  to  another  corporation,  the  transferee  corporation
expressly assumes all of the Trustee's liabilities hereunder.
In  case any Securities shall have been authenticated, but not delivered,
by  the  Trustee then in office, any successor by merger,  conversion  or
consolidation   to   such   authenticating   Trustee   may   adopt   such
authentication and deliver the Securities so authenticated; and  in  case
at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either  in  the
name of any predecessor hereunder or in the name of the successor to  the
Trustee;  and  in all such cases such certificates shall  have  the  full
force  which  it  is  anywhere in the Securities  or  in  this  Indenture
provided that the certificate of the Trustee shall have.

Section 6.10    Eligibility;  Disqualification

There  shall  at  all  times  be a Trustee hereunder  which  shall  be  a
corporation  organized and doing business under the laws  of  the  United
States  of  America, any State thereof or the District  of  Columbia  and
authorized  under such laws to exercise corporate trust power,  shall  be
subject  to  supervision  or examination by  Federal  or  State  (or  the
District of Columbia) authority and shall have, or be a Subsidiary  of  a
bank or bank holding company having, a combined capital and surplus of at
least $50 million as set forth in its most recent published annual report
of condition.

The  Indenture shall always have a Trustee who satisfies the requirements
of  TIA  Sections  310(a)(1), 310(a)(2) and 310(a)(5).   The  Trustee  is
subject  to  and  shall comply with the provisions of TIA Section  310(b)
during  the period of time required by this Indenture.  Nothing  in  this
Indenture  shall  prevent  the  Trustee from  filing  with  the  SEC  the
application  referred  to  in the penultimate paragraph  of  TIA  Section
310(b).

Section 6.11  Preferential Collection of Claims Against Company

The  Trustee  is subject to and shall comply with the provisions  of  TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b).   A Trustee who has resigned or been removed shall be subject  to
TIA Section 311(a) to the extent indicated therein.

                             ARTICLE VII
                                    
                         DISCHARGE OF INDENTURE
     
Section 7.01   Termination  of  Company's Obligations

(a)   This Indenture shall cease to be of further effect with respect  to
Securities  of  a  series (except that the Company's and any  Guarantors'
obligations  under  Section  6.07 hereof and  the  Trustee's  and  Paying
Agent's  obligations under Section 7.03 hereof shall  survive),  and  the
Trustee,  on  demand  of  the Company, shall execute  proper  instruments
acknowledging  the  satisfaction and discharge  of  this  Indenture  with
respect to such series, when:

     (1)  either

          (A)   all  outstanding  Securities of such  series  theretofore
          authenticated and issued (other than destroyed, lost or  stolen
          Securities that have been replaced or paid) have been delivered
          to the Trustee for cancellation; or

          (B)   all outstanding Securities of such series not theretofore
          delivered to the Trustee for cancellation:

     (i)  have become due and payable, or

     (ii) will become due and payable at their stated maturity within one
     year,
     and  the  Company,  in the case of clause (i)  or  (ii)  above,  has
     deposited  or  caused  to be deposited with  the  Trustee  as  funds
     (immediately available to the Holders in the case of clause (i))  in
     trust  for  such  purpose  an amount which, together  with  earnings
     thereon,  will  be  sufficient  to  pay  and  discharge  the  entire
     indebtedness  on  such  Securities of  such  series  for  principal,
     premium,  if any, and interest to the date of such deposit  (in  the
     case  of   Securities which have become due and payable) or  to  the
     stated maturity, as the case may be;

     (1)   the  Company has paid all other sums payable by  it  hereunder
     with respect to such series; and

     (2)    the  Company  has  delivered  to  the  Trustee  an  Officers'
     Certificate  stating that all conditions precedent  to  satisfaction
     and  discharge  of this Indenture with respect to such  series  have
     been  complied with, together with an Opinion of Counsel to the same
     effect.

(b)   The  Company  and the Guarantors may, subject as  provided  herein,
terminate  all of their obligations under this Indenture with respect  to
Securities of a series if:

     (1)   the  Company  has  irrevocably  deposited  or  caused  to   be
     irrevocably deposited with the Trustee as trust funds in  trust  for
     the purpose of making the following payments dedicated solely to the
     benefit  of  the  Holders  (i)  cash in  an  amount,  or  (ii)  U.S.
     Government  Obligations or (iii) a combination thereof,  sufficient,
     in the opinion of a nationally recognized firm of independent public
     accountants  expressed in a written certification thereof  delivered
     to the Trustee, to pay, without consideration of the reinvestment of
     any such amounts and after payment of all taxes or other charges  or
     assessments in respect thereof payable by the Trustee, the principal
     of,  and  premium,  if any, and interest on all Securities  of  such
     series  on  each  date  that such principal,  premium,  if  any,  or
     interest is due and payable and to pay all other sums payable by  it
     hereunder;  provided  that the Trustee shall have  been  irrevocably
     instructed  to  apply such money and/or the proceeds  of  such  U.S.
     Government Obligations to the payment of said principal, premium, if
     any,  and interest with respect to the Securities of such series  as
     the same shall become due;

     (2)    the  Company  has  delivered  to  the  Trustee  an  Officers'
     Certificate  stating that all conditions precedent  to  satisfaction
     and  discharge of this Indenture with respect to Securities of  such
     series  have  been complied with, and an Opinion of Counsel  to  the
     same effect;

     (3)   no  Default  or Event of Default shall have  occurred  and  be
     continuing  on the date of such deposit or, insofar as  clauses  (6)
     and (7) of Section 5.01 hereof are concerned, at any time during the
     period  ending  on the 91st day after the date of such  deposit  (it
     being  understood that this condition shall not be deemed  satisfied
     until the expiration of such period);

     (4)   the Company shall have delivered to the Trustee an Opinion  of
     Counsel  from  a  nationally recognized counsel  acceptable  to  the
     Trustee or a tax ruling to the effect that the Holders of Securities
     of  such  series will not recognize income, gain or loss for Federal
     income  tax  purposes as a result of the Company's exercise  of  its
     option  under  this Section 7.01(b) and will be subject  to  Federal
     income tax on the same amount and in the same manner and at the same
     times  as  would  have  been the case if such option  had  not  been
     exercised;

     (5)   such  deposit and discharge will not result  in  a  breach  or
     violation of, or constitute a default under, any other agreement  or
     instrument to which the Company is a party or by which it is bound;

     (6)   such deposit and discharge shall not cause the Trustee to have
     a conflicting interest as defined in TIA Section 310(b); and

     (7)   the Company shall have delivered to the Trustee an Opinion  of
     Counsel  to  the effect that after the passage of 91 days  following
     the  deposit, the trust funds will not be subject to the  effect  of
     any  applicable  bankruptcy, insolvency, reorganization  or  similar
     laws affecting creditors' rights generally.

In  such  event, this Indenture shall cease to be of further effect  with
respect  to  Securities of such series (except as provided  in  the  next
succeeding  paragraph), and the Trustee, on demand of the Company,  shall
execute proper instruments acknowledging satisfaction and discharge under
this Indenture.

However,  the Company's obligations in Sections 2.03, 2.04,  2.05,  2.06,
2.07, 2.08, 3.01, 4.01, 6.07, 6.08 and 7.04 hereof, the Company's and any
Guarantors' obligations in Sections 4.01, 6.07, 7.04 and 9.01 hereof  and
the Trustee's and Paying Agent's obligations in Section 7.03 hereof shall
survive  until  the Securities of such series are no longer  outstanding.
Thereafter, only the Company's and any Guarantors' obligations in Section
6.07  hereof and the Trustee's and Paying Agent's obligations in  Section
7.03 hereof shall survive.

After such irrevocable deposit made pursuant to this Section 7.01(b)  and
satisfaction  of the other conditions set forth herein, the Trustee  upon
request  shall  acknowledge  in writing the discharge  of  the  Company's
obligations  under this Indenture except for those surviving  obligations
specified above.

In  order to have money available on a payment date to pay principal  of,
or  premium,  if any,  or interest on the Securities of such series,  the
U.S.  Government Obligations shall be payable as to principal or interest
on  or  before  such  payment date in such amounts as  will  provide  the
necessary  money.  U.S. Government Obligations shall not be  callable  at
the issuer's option.

Section 7.02  Application of Trust Money

The  Trustee  or  a trustee satisfactory to the Trustee and  the  Company
shall  hold in trust money or U.S. Government Obligations deposited  with
it  pursuant to Section 7.01 hereof.  It shall apply the deposited  money
and  the money from U.S. Government Obligations through the Paying  Agent
and in accordance with this Indenture to the payment of principal of, and
premium, if any, and interest on Securities of the series with respect to
which the deposit was made.

Section 7.03  Repayment to Company

The  Trustee and the Paying Agent shall promptly pay to the Company  upon
written request any excess money or securities held by them at any time.
Subject  to  the requirements of any applicable abandoned property  laws,
the  Trustee  and the Paying Agent shall pay to the Company upon  written
request  any money held by them for the payment of principal, or premium,
if  any, or interest that remains unclaimed for two years after the  date
upon  which  such payment shall have become due; provided, however,  that
the  Company shall have either caused notice of such payment to be mailed
to  each  Holder  entitled thereto no less than 30  days  prior  to  such
repayment  or within such period shall have published such  notice  in  a
financial  newspaper of widespread circulation published in The  City  of
New  York.   After payment to the Company, Holders entitled to the  money
must  look  to  the  Company for payment as general creditors  unless  an
applicable  abandoned  property law designates another  Person,  and  all
liability of the Trustee and the Paying Agent with respect to such  money
shall cease.

Section 7.04  Reinstatement

If  the Trustee or the Paying Agent is unable to apply any money or U. S.
Government Obligations in accordance with Section 7.01 hereof  by  reason
of  any  legal  proceeding or by reason of any order or judgment  of  any
court  or  governmental  authority enjoining,  restraining  or  otherwise
prohibiting  such  application, the obligations of the  Company  and  any
Guarantors  under  this Indenture and the Securities  of  the  applicable
series  shall be revived and reinstated as though no deposit had occurred
pursuant  to  Section 7.01 hereof until such time as the Trustee  or  the
Paying  Agent  is permitted to apply all such money or U.  S.  Government
Obligations  in  accordance with Section 7.01 hereof; provided,  however,
that if the Company or any Guarantor has made any payment of principal of
or interest on any Securities of such series because of the reinstatement
of  its obligations, the Company or such Guarantor shall be subrogated to
the rights of the Holders of such Securities to receive such payment from
the  money  or  U.S. Government Obligations held by the  Trustee  or  the
Paying Agent.

                            ARTICLE VIII
                                    
                             AMENDMENTS
     
Section 8.01  Without Consent of Holders

The  Company,  the  Guarantors, if any, and  the  Trustee  may  amend  or
supplement this Indenture or any of the Securities or waive any provision
hereof or thereof without the consent of any Holder:

     (1)  to cure any ambiguity, omission, defect or inconsistency;

     (2)  to comply with Sections 4.01 and 4.02 hereof;

     (3)   to provide for uncertificated Securities in addition to or  in
     place of certificated Securities;

     (4)  to reflect the release of any Guarantor from its Guarantee,  or
     the addition of any Subsidiary of the Company as a Guarantor, in the
     manner provided by Section 9.06 hereof;

     (5)   to  comply with any requirement in order to effect or maintain
     the qualification of this Indenture under the TIA;

     (6)  to add guarantees of the Securities;

     (7)   to comply with any requirements of the SEC in connection  with
     qualifying this Indenture under the TIA;

     (8)  to add to the covenants of the Company or any Guarantor for the
     benefit  of  the Holders or to surrender any right or  power  herein
     conferred upon the Company or any Guarantor; or

     (9)   to  make any change that does not adversely affect the  rights
     hereunder of any Holder in any material respect.

Upon  the  request of the Company and the Guarantors, if any, accompanied
by  a resolution of the Board of Directors and of the board of directors,
board of trustees or managing partners of each Guarantor authorizing  the
execution  of  any such supplemental indenture, and upon receipt  by  the
Trustee  of  the documents described in Section 8.06 hereof, the  Trustee
shall  join with the Company and any Guarantors in the execution  of  any
supplemental  indenture authorized or permitted  by  the  terms  of  this
Indenture  and  make any further appropriate agreements and  stipulations
that  may be therein contained. After an amendment, supplement or  waiver
under this Section 8.01 becomes effective, the Company shall mail to  the
Holders of each Security affected thereby a notice briefly describing the
amendment, supplement or waiver.  Any failure of the Company to mail such
notice,  or any defect therein, shall not, however, in any way impair  or
affect the validity of any such supplemental indenture.

Section 8.02  With Consent of Holders

Except  as  provided  below  in  this  Section  8.02,  the  Company,  the
Guarantors  and  the Trustee may amend or supplement this Indenture  with
respect  to  the Securities of a series or the Securities of  any  series
with  the written consent (including consents obtained in connection with
a  tender offer or exchange offer for the Securities of such series or  a
solicitation  of  consents in respect of the Securities of  such  series,
provided  that  in each case such offer or solicitation is  made  to  all
Holders of the Securities of such series then outstanding on equal terms)
of  the  Holders  of  at  least a majority in  principal  amount  of  the
Securities of such series then outstanding.

Upon  the  request of the Company and the Guarantors, if any, accompanied
by  a resolution of the Board of Directors and of the board of directors,
board  of  trustees  or  managing partners of  each  Guarantor,  if  any,
authorizing  the execution of any such supplemental indenture,  and  upon
the filing with the Trustee of evidence of the consent of the Holders  as
aforesaid, and upon receipt by the Trustee of the documents described  in
Section  8.06  hereof, the Trustee shall join with the  Company  and  the
Guarantors, if any, in the execution of such supplemental indenture.
It  shall  not  be  necessary for the consent of the Holders  under  this
Section  8.02  to approve the particular form of any proposed  amendment,
supplement or waiver, but it shall be sufficient if such consent approves
the substance thereof.

The  Holders of a majority in principal amount of the Securities  of  any
series then outstanding may waive compliance in a particular instance  by
the Company or the Guarantors with any provision of this Indenture or the
Securities of such series (including waivers obtained in connection  with
a  tender offer or exchange offer for the Securities of such series or  a
solicitation  of  consents in respect of the Securities of  such  series,
provided  that  in each case such offer or solicitation is  made  to  all
Holders  of  the  Securities  of such series then  outstanding  on  equal
terms).

However,  without  the  consent of each Holder  affected,  an  amendment,
supplement or waiver under this Section may not:

     (1)  reduce the amount of the Securities of any series whose Holders
     must consent to an amendment, supplement or waiver;

     (2)   reduce the rate of or change the time for payment of interest,
     including default interest, on any Security;

     (3)   reduce  the principal of or change the fixed maturity  of  any
     Security  or alter the premium or other provisions with  respect  to
     redemption under Section 10.07 or specified in the Securities;

     (4)   make  any Security payable in money other than that stated  in
     the Security;

     (5)   impair the right to institute suit for the enforcement of  any
     payment  of  principal of, or premium, if any, or  interest  on  any
     Security  pursuant  to  Sections 5.07 and  5.08  hereof,  except  as
     limited by Section 5.06 hereof;

     (6)   make any change in the percentage of principal amount  of  the
     Securities of any series necessary to waive compliance with  certain
     provisions of this Indenture pursuant to Section 5.04 or 5.07 hereof
     or this clause of this Section 8.02; or

     (7)   waive a continuing Default or Event of Default in the  payment
     of  principal of, or premium, if any, or interest on the  Securities
     of any series.

The  right of any Holder to participate in any consent required or sought
pursuant  to any provision of this Indenture (and the obligation  of  the
Company  to obtain any such consent otherwise required from such  Holder)
may  be  subject to the requirement that such Holder shall have been  the
Holder of record of the Securities with respect to which such consent  is
required  or  sought as of a date identified by the Trustee in  a  notice
furnished to Holders in accordance with the terms of this Indenture.

Section 8.03  Compliance with Trust Indenture Act

Every  amendment to this Indenture or the Securities of any series  shall
comply in form and substance with the TIA as then in effect.

Section 8.04  Revocation and Effect of Consents

A  consent to  an amendment (which includes a supplement) or waiver by  a
Holder  is a continuing consent by the Holder and every subsequent Holder
of  a Security of any series or portion of a Security of such series that
evidences  the  same debt as the consenting Holder's  Security,  even  if
notation  of the consent is not made on any Security.  However, any  such
Holder  or  subsequent Holder may revoke the consent as  to  his  or  her
Security or portion of a Security if the Trustee receives written  notice
of  revocation at any time pror to (but not after) the date  the  Trustee
receives  an  Officers' Certificate certifying that the  Holders  of  the
requisite  principal  amount  of  Securities  have  consented  (and   not
theretofore revoked such consent) to the amendment, supplement or waiver.
An  amendment, supplement or waiver becomes effective in accordance  with
its terms and thereafter binds every Holder.

The Company may, but shall not be obligated to, fix a record date for the
purpose  of determining the Holders entitled to consent to any  amendment
or  waiver or to take any other action with respect to the Securities  of
any  series  under  this  Indenture.  If a record  date  is  fixed,  then
notwithstanding  the  provisions of the immediately preceding  paragraph,
those  Persons  who  were  Holders at such record  date  (or  their  duly
designated proxies), and only those Persons, shall be entitled to consent
to  such  amendment,  supplement  or waiver  or  to  revoke  any  consent
previously  given,  whether or not such Persons continue  to  be  Holders
after such record date.  No consent shall be valid or effective for  more
than  90 days after such record date unless consents from Holders of  the
principal amount of the Securities of such series required hereunder  for
such  amendment or waiver to be effective shall have also been given  and
not revoked within such 90-day period.

After an amendment, supplement or waiver becomes effective, it shall bind
every  Holder, unless it is of the type described in any of  clauses  (1)
through  (7)  of  Section 8.02 hereof.  In such case,  the  amendment  or
waiver  shall  bind  each  Holder  who has  consented  to  it  and  every
subsequent Holder that evidences the same debt as the consenting Holder's
Security.

Section 8.05  Notation on or Exchange of Securities

If  an amendment changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee.  The Trustee may
place an appropriate notation on the Security regarding the changed terms
and  return  it  to  the Holder.  Alternatively, if the  Company  or  the
Trustee  so  determines, the Company in exchange for the  Security  shall
issue and the Trustee shall authenticate a new Security that reflects the
changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.

Section 8.06  Trustee to Sign Amendments, etc

The  Trustee  shall sign any amendment, waiver or supplemental  indenture
authorized  pursuant  to  this  Article  if  the  amendment,  waiver   or
supplemental  indenture  does not adversely affect  the  rights,  duties,
liabilities  or immunities of the Trustee.  If it does, the Trustee  may,
but  need  not, sign it.  In signing or refusing to sign such  amendment,
waiver  or  supplemental  indenture, the Trustee  shall  be  entitled  to
receive  and subject to Section 6.01 hereof, shall be fully protected  in
relying  upon,  an  Opinion of Counsel as conclusive evidence  that  such
amendment, waiver or supplemental indenture is authorized or permitted by
this Indenture, that it is not inconsistent herewith, and that it will be
valid  and  binding  upon  the Company and the Guarantors,  if  any,   in
accordance with its terms.

                              ARTICLE IX
                                    
                        GUARANTEES OF SECURITIES
     
Section 9.01  Unconditional Guarantees

(a)   For  value received, the Guarantors, jointly and severally,  hereby
fully, unconditionally and absolutely guarantee (the "Guarantees") to the
Holders  and to the Trustee the due and punctual payment of the principal
of,  and  premium, if any, and interest on the Securities and  all  other
amounts  due and payable under this Indenture and the Securities  by  the
Company, when and as such principal, premium, if any, and interest  shall
become  due  and payable, whether at the stated maturity, upon redemption
or by declaration of acceleration or otherwise, according to the terms of
the Securities and this Indenture.

(b)   Failing payment when due of any amount guaranteed pursuant  to  the
Guarantees, for whatever reason, each Guarantor will be obligated to  pay
the  same  immediately.  Each Guarantee hereunder is  intended  to  be  a
general,  unsecured, senior obligation of each Guarantor  and  will  rank
pari  passu  in  right  of  payment with all Indebtedness  of  each  such
Guarantor that is not, by its terms, expressly subordinated in  right  of
payment  to  the  Guarantee of such Guarantor.  Each  of  the  Guarantors
hereby agrees that its obligations hereunder shall be full, unconditional
and  absolute, irrespective of the validity, regularity or enforceability
of  the Securities, the Guarantees or this Indenture, the absence of  any
action  to  enforce the same, any waiver or consent by  any  Holder  with
respect  to  any provisions hereof or thereof, any release of  any  other
Guarantor,  the recovery of any judgment against the Company, any  action
to  enforce  the  same  or any other circumstance which  might  otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each
of the Guarantors hereby agrees that in the event of a default in payment
of the principal of, or premium, if any, or interest on the Securities of
any  series,  whether  at  the stated maturity,  upon  redemption  or  by
declaration  of  acceleration  or otherwise,  legal  proceedings  may  be
instituted by the Trustee on behalf of the Holders or, subject to Section
5.06  hereof,  by the Holders, on the terms and conditions set  forth  in
this  Indenture, directly against each of the Guarantors to  enforce  the
Guarantees without first proceeding against the Company.

(c)  The obligations of each Guarantor under this Article IX shall be  as
aforesaid  full,  unconditional and absolute and shall not  be  impaired,
modified,  released or limited by any occurrence or condition whatsoever,
including,  without limitation, (i) any compromise, settlement,  release,
waiver, renewal, extension, indulgence or modification of, or any  change
in,  any  of  the  obligations and liabilities  of  the  Company  or  any
Guarantor contained in any of the Securities or this Indenture, (ii)  any
impairment, modification, release or limitation of the liability  of  the
Company,  any  Guarantor or any of their estates in  bankruptcy,  or  any
remedy  for the enforcement thereof, resulting from the operation of  any
present or future provision of any applicable Bankruptcy Law, as amended,
or  other  statute or from the decision of any court, (iii) the assertion
or exercise by the Company, any Guarantor or the Trustee of any rights or
remedies under any of the Securities or this Indenture or their delay  in
or  failure to assert or exercise any such rights or remedies,  (iv)  the
assignment  or the purported assignment of any property as  security  for
any  of  the Securities, including all or any part of the rights  of  the
Company or any Guarantor under this Indenture, (v) the extension  of  the
time for payment by the Company or any Guarantor of any payments or other
sums  or  any  part thereof owing or payable under any of the  terms  and
provisions of any of the Securities or this Indenture or of the time  for
performance  by  the  Company or any Guarantor of any  other  obligations
under or arising out of any such terms and provisions or the extension or
the  renewal of any thereof, (vi) the modification or amendment  (whether
material  or  otherwise)  of any duty, agreement  or  obligation  of  the
Company or any Guarantor set forth in this Indenture, (vii) the voluntary
or involuntary liquidation, dissolution, sale or other disposition of all
or substantially all of the assets, marshaling of assets and liabilities,
receivership,  insolvency,  bankruptcy, assignment  for  the  benefit  of
creditors,  reorganization, arrangement, composition or readjustment  of,
or  other  similar  proceeding affecting,  the  Company  or  any  of  the
Guarantors or any of their respective assets, or the disaffirmance of any
of  the  Securities,  the  Guarantees  or  this  Indenture  in  any  such
proceeding,  (viii)  the  release or discharge  of  the  Company  or  any
Guarantor  from the performance or observance of any agreement, covenant,
term  or  condition contained in any of such instruments by operation  of
law,  (ix)  the unenforceability of any of the Securities, the Guarantees
or  this  Indenture or (x) any other circumstance which  might  otherwise
constitute a legal or equitable discharge of a surety or guarantor.

(d)   Each  of  the Guarantors hereby (i) waives diligence,  presentment,
demand  of  payment, filing of claims with a court in the  event  of  the
merger,  insolvency or bankruptcy of the Company or a Guarantor, and  all
demands  whatsoever, (ii) acknowledges that any agreement, instrument  or
document  evidencing  the  Guarantees may be  transferred  and  that  the
benefit of its obligations hereunder shall extend to each holder  of  any
agreement,  instrument  or  document evidencing  the  Guarantees  without
notice  to  them  and  (iii) covenants that its  Guarantee  will  not  be
discharged  except  by  complete performance  of  the  Guarantees.   Each
Guarantor  further  agrees that if at any time all or  any  part  of  any
payment  theretofore applied by any Person to any Guarantee is,  or  must
be,  rescinded  or returned for any reason whatsoever, including  without
limitation,   the  insolvency,  bankruptcy  or  reorganization   of   any
Guarantor,  such Guarantee shall, to the extent that such payment  is  or
must  be  rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and the Guarantees shall continue to be
effective  or  be  reinstated,  as  the  case  may  be,  as  though  such
application had not been made.

(e)   Each Guarantor shall be subrogated to all rights of the Holders and
the  Trustee against the Company in respect of any amounts paid  by  such
Guarantor  pursuant  to  the  provisions  of  this  Indenture;  provided,
however, that no Guarantor shall be entitled to enforce or to receive any
payments  arising  out of, or based upon, such right of subrogation  with
respect  to  any  of the Securities until all of the Securities  and  the
Guarantees thereof shall have been paid in full or discharged.

(f)   A  director,  officer, employee or stockholder,  as  such,  of  any
Guarantor  shall  not  have any liability for  any  obligations  of  such
Guarantor  under this Indenture or for any claim based on, in respect  of
or by reason of such obligations or their creation.

Section 9.02  Limitation of Guarantor's Liability

Each  Guarantor and by its acceptance hereof each Holder hereby  confirms
that  it is the intention of all such parties that the guarantee by  such
Guarantor pursuant to its Guarantee not constitute a fraudulent  transfer
or  conveyance  for purposes of any federal, state or  foreign  law.   To
effectuate the foregoing intention, the Holders and each Guarantor hereby
irrevocably agree that each Guarantor's liability shall be limited to the
lesser  of  (i)  the aggregate amount of the obligations of  the  Company
under  the  Securities and this Indenture and (ii) the  amount,  if  any,
which  would  not have (A) rendered such Guarantor "insolvent"  (as  such
term is defined in the Bankruptcy Law and in the Debtor and Creditor  Law
of  the  State  of New York) or (B) left such Guarantor with unreasonably
small  capital  at the time its Guarantee of the Securities  was  entered
into;  provided  that it will be a presumption in any  lawsuit  or  other
proceedings  in  which a Guarantor is a party that the amount  guaranteed
pursuant  to  the Guarantee is the amount set forth in clause  (i)  above
unless any creditor, or representative of creditors of such Guarantor, or
debtor in possession or trustee in bankruptcy of the Guarantor, otherwise
proves in such a lawsuit that the aggregate liability of the Guarantor is
the  amount  set forth in clause (ii) above.  In making any determination
as  to  solvency or sufficiency of capital of a Guarantor  in  accordance
with  the  previous sentence, the right of such Guarantor to contribution
from  other  Guarantors, and any other rights such  Guarantor  may  have,
contractual or otherwise, shall be taken into account.

Section 9.03  Contribution

In  order  to  provide  for  just and equitable  contribution  among  the
Guarantors, the Guarantors agree, inter se, that in the event any payment
or  distribution  is made by any Guarantor (a "Funding Guarantor")  under
its Guarantee, such Funding Guarantor shall be entitled to a contribution
from each other Guarantor in a pro rata amount based on the Adjusted  Net
Assets  of  each  Guarantor  (including the Funding  Guarantor)  for  all
payments,  damages  and  expenses incurred by the  Funding  Guarantor  in
discharging  the Company's obligations with respect to the Securities  or
any other Guarantor's obligations with respect to its Guarantee thereof.

Section 9.04    Execution  and  Delivery of Guarantees

To  further evidence the Guarantees, each Guarantor hereby agrees that  a
notation  relating to such Guarantees shall be endorsed on each  Security
authenticated and delivered by the Trustee and executed by either  manual
or facsimile signature of an Officer of each Guarantor.
Each  of the Guarantors hereby agrees that its Guarantee shall remain  in
full  force  and  effect notwithstanding any failure to endorse  on  each
Security a notation relating to such Guarantee.
If  an Officer of a Guarantor whose signature is on this Indenture  or  a
Security   no   longer  holds  that  office  at  the  time  the   Trustee
authenticates  such Security or at any time thereafter, such  Guarantor's
Guarantee of such Security shall be valid nevertheless.
The  delivery  of  any Security by the Trustee, after the  authentication
thereof  hereunder, shall constitute due delivery of  any  Guarantee  set
forth in this Indenture on behalf of the Guarantor.

Section 9.05    Addition of Guarantors

(a)  If any Subsidiary of the Company guarantees (or becomes a co-obligor
on)  any Funded Indebtedness of the Company other than the Securities  at
any  time  subsequent  to the Issue Date (including, without  limitation,
following any release of such Subsidiary pursuant to Section 9.06  hereof
from any Guarantee previously provided by it under this Article IX), then
the Company shall (i) cause the Securities then outstanding to be equally
and  ratably  guaranteed by such Subsidiary, but only to the extent  that
such  Securities  are  not  already  guaranteed  by  such  Subsidiary  on
reasonably comparable terms and (ii) cause such Subsidiary to execute and
deliver a supplemental indenture, in substantially the form of Exhibit  C
hereto, evidencing its provision of a Guarantee in accordance with clause
(b) below.

(b)  Any Person may become a Guarantor by executing and delivering to the
Trustee  (i)  a supplemental indenture in form and substance satisfactory
to  the  Trustee, which subjects such Person to the provisions (including
the  representations and warranties) of this Indenture as a Guarantor and
(ii)  an Opinion of Counsel and Officers' Certificate to the effect  that
such supplemental indenture has been duly authorized and executed by such
Person   and  constitutes  the  legal,  valid,  binding  and  enforceable
obligation   of  such  Person  (subject  to  such  customary   exceptions
concerning  creditors'  rights  and  equitable  principles  as   may   be
acceptable to the Trustee in its discretion and provided that no  opinion
need be rendered concerning the enforceability of the Guarantee).

Section 9.06  Release of Guarantee

Notwithstanding anything to the contrary in this Article IX, in the event
that  any Guarantor shall no longer be a guarantor of (or co-obligor  on)
any  Funded  Indebtedness of the Company other than  the  Securities  and
other  than Funded Indebtedness of the Company (i) subject to  a  release
provision substantially similar to this Section 9.06 and (ii) the related
guarantee  (or  obligation)  of  which  will  be  released  substantially
concurrently with the release of the Guarantee of such Guarantor pursuant
to this Section 9.06, and so long as no Default or Event of Default shall
have occurred or be continuing, such Guarantor, upon giving notice to the
Trustee to the foregoing effect, shall be deemed to be released from  all
of  its  obligations  under  this Indenture and  the  Guarantee  of  such
Guarantor  shall be of no further force or effect. Following the  receipt
by the Trustee of any such notice, the Company shall cause this Indenture
to be amended as provided in Section 8.01 hereof; provided, however, that
the  failure to so amend this Indenture shall not affect the validity  of
the termination of the Guarantee of such Guarantor.

Section 9.07  Consent to Jurisdiction and Service of Process

Each  Guarantor that is not organized under the laws of the United States
(including  the  States and the District of Columbia) (each  a  "Non-U.S.
Guarantor") hereby appoints the principal office of CT Corporation System
in  The  City of New York which, on the date hereof, is located  at  1633
Broadway, New York, New York 10019, as the authorized agent thereof  (the
"Authorized  Agent") upon whom process may be served in any action,  suit
or proceeding arising out of or based on this Indenture or the Securities
which may be instituted in the Supreme Court of the State of New York  or
the  United States District Court for the Southern District of New  York,
in  either case in The Borough of Manhattan, The City of New York, by the
Holder  of  any Security, and each Non-U.S. Guarantor hereby  waives  any
objection  which it may now or hereafter have to the laying of  venue  of
any  such  proceeding and expressly and irrevocably accepts and  submits,
for  the  benefit of the Holders from time to time of the Securities,  to
the  nonexclusive jurisdiction of any such court in respect of  any  such
action,  suit  or  proceeding,  for  itself  and  with  respect  to   its
properties,  revenues and assets.  Such appointment shall be  irrevocable
unless and until the appointment of a successor authorized agent for such
purpose, and such successor's acceptance of such appointment, shall  have
occurred.   Each Non-U.S. Guarantor agrees to take any and  all  actions,
including the filing of any and all documents and instruments,  that  may
be  necessary  to continue such appointment in full force and  effect  as
aforesaid.  Service of process upon the Authorized Agent with respect  to
any  such action shall be deemed, in every respect, effective service  of
process upon any such Non-U.S. Guarantor.  Notwithstanding the foregoing,
any  action against any Non-U.S. Guarantor arising out of or based on any
Security  may  also be instituted by the Holder of such Security  in  any
court in the jurisdiction of organization of such Non-U.S. Guarantor, and
such  Non-U.S. Guarantor expressly accepts the jurisdiction of  any  such
court in any such action.  The Company shall require the Authorized Agent
to  agree  in  writing to accept the foregoing appointment as  agent  for
service of process.

Section 9.08  Waiver of Immunity

To  the  extent  that  any Non-U.S. Guarantor or any of  its  properties,
assets or revenues may have or may hereafter become entitled to, or  have
attributed to it, any right of immunity, on the grounds of sovereignty or
otherwise, from any legal action, suit or proceeding, from the giving  of
any  relief  in  any  thereof, from set-off  or  counterclaim,  from  the
jurisdiction of any court, from service of process, from attachment  upon
or prior to judgment, from attachment in aid of execution of judgment, or
from execution of judgment, or other legal process or proceeding for  the
giving  of  any  relief or for the enforcement of any  judgment,  in  any
jurisdiction  in  which proceedings may at any time  be  commenced,  with
respect  to  its  obligations, liabilities or any other matter  under  or
arising  out  of or in connection with this Indenture or the  Securities,
such  Non-U.S. Guarantor, to the maximum extent permitted by law,  hereby
irrevocably and unconditionally waives, and agrees not to plead or claim,
any such immunity and consents to such relief and enforcement.

Section 9.09  Judgment Currency

Each  Non-U.S. Guarantor agrees to indemnify the Trustee and each  Holder
against  any  loss  incurred by it as a result of any judgment  or  order
being  given or made and expressed and paid in a currency (the  "Judgment
Currency")  other  than United States dollars and  as  a  result  of  any
variation as between (i) the rate of exchange at which the United  States
dollar amount is converted into the Judgment Currency for the purpose  of
such judgment or order and (ii) the spot rate of exchange in The City  of
New  York  at which the Trustee or such Holder on the date of payment  of
such judgment or order is able to purchase United States dollars with the
amount of the Judgment Currency actually received by the Trustee or  such
Holder.   The  foregoing  indemnity  shall  constitute  a  separate   and
independent  obligation of each Non-U.S. Guarantor and shall continue  in
full  force  and  effect notwithstanding any such judgment  or  order  as
aforesaid.  The term "spot rate of exchange" shall include  any  premiums
and  costs  of  exchange payable in connection with the purchase  of,  or
conversion into, United States dollars.

                               ARTICLE X
                                    
                              REDEMPTION
     
Section 10.01  Notices to Trustee

If  the Company elects to redeem the Securities of any series pursuant to
the  redemption  provisions of Section 10.07, it  shall  furnish  to  the
Trustee,  at least 45 days but not more than 60 days before a  Redemption
Date  (unless the Trustee consents in writing to a shorter period  of  at
least  30  days  prior to the Redemption Date), an Officers'  Certificate
setting  forth  the  Redemption  Date,  the  principal  amount  of   such
Securities to be redeemed and the Redemption Price.

Section 10.02  Selection of Securities to be Redeemed

If  less  than all of the Securities of a series are to be redeemed,  the
Trustee shall select the Securities of such series to be redeemed by such
method  as  the  Trustee  in  its sole discretion  shall  deem  fair  and
appropriate.   The particular Securities of such series  to  be  redeemed
shall  be  selected, unless otherwise provided herein, not less  than  30
days  nor  more than 60 days prior to the Redemption Date by the  Trustee
from the outstanding Securities of such series not previously called  for
redemption.

The  Trustee  shall  promptly  notify  the  Company  in  writing  of  the
Securities of such series selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to
be  redeemed.   Securities  and portions of them  selected  shall  be  in
amounts  of  $1,000 or whole multiples of $1,000.  Except as provided  in
the  preceding  sentence,  provisions of this  Indenture  that  apply  to
Securities  called  for redemption also apply to portions  of  Securities
called for redemption.

Section 10.03  Notices to Holders

(a)  At least 30 days but not more than 60 days before a Redemption Date,
the  Company  shall  mail in conformity with Section 11.02  a  notice  of
redemption to each Holder whose Securities are to be redeemed.
The Notice shall identify the Securities to be redeemed and shall state:

     (i)  the Redemption Date;

     (ii) the Redemption Price;

     (iii)     if any Security is being redeemed in part, the portion  of
     the principal amount of such Security to be redeemed and that, after
     the Redemption Date, upon surrender of such Security, a new Security
     or  Securities  in principal amount equal to the unredeemed  portion
     will be issued;

     (iv) the name and address of the Paying Agent;

     (v)   that  Securities called for redemption must be surrendered  to
     the  Paying Agent at the address specified in such notice to collect
     the Redemption Price;

     (vi)  that  unless  the  Company defaults in making  the  redemption
     payment,  interest  on  Securities called for redemption  ceases  to
     accrue on and after the Redemption Date and the only remaining right
     of  the  Holders is to receive payment of the Redemption Price  upon
     surrender to the Paying Agent of the Securities; and

     (vii)      the  aggregate  principal amount of  Securities  of  each
     series being redeemed.

If  any  of  the  Securities to be redeemed is in the form  of  a  Global
Security,  then  the  Company shall modify  such  notice  to  the  extent
necessary  to accord with the procedures of the Depositary applicable  to
redemptions.

(b)  At the Company's request, the Trustee shall give the notice required
in  Section 10.03(a) in the Company's name; provided, however,  that  the
Company  shall  deliver to the Trustee, at least 45  days  prior  to  the
Redemption  Date  (unless the Trustee consents in writing  to  a  shorter
period  at  least  30  days prior to the Redemption Date),  an  Officer's
Certificate  requesting  that the Trustee give such  notice  and  setting
forth  the information to be stated in such notice as provided in Section
10.03(a).

Section 10.04  Effect of Notices of Redemption

Once notice of redemption is mailed pursuant to Section 10.03, Securities
called  for redemption become due and payable on the Redemption  Date  at
the   Redemption  Price.   Upon  surrender  to  the  Paying  Agent,  such
Securities shall be paid out at the Redemption Price.

Section 10.05  Deposit of Redemption Price

At least one Business Day prior to the Redemption Date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay
the  Redemption Price of all Securities to be redeemed on that date.  The
Trustee  or  the Paying Agent shall return to the Company any  money  not
required  for that purpose less the expenses of the Trustee  as  provided
herein.

If  the  Company complies with the preceding paragraph, interest  on  the
Securities  or  portions  thereof to be redeemed  (whether  or  not  such
Securities  are  presented  for payment) will  cease  to  accrue  on  the
applicable Redemption Date.  If any Security called for redemption  shall
not  be  so paid upon surrender because of the failure of the Company  to
comply  with the preceding paragraph, then interest will be paid  on  the
unpaid principal and premium, if any, from the Redemption Date until such
principal and premium are paid and, to the extent lawful, on any interest
not  paid on such unpaid principal, in each case at the rate provided  in
the Securities and in Section 3.01.

Section 10.06  Securities Redeemed in Part

Upon  surrender of a Security that is redeemed in part, the Company shall
issue  and the Trustee shall authenticate for the Holder, at the  expense
of  the  Company,  a  new  Security equal  in  principal  amount  to  the
unredeemed portion of the Security surrendered.

Section 10.07  Optional Redemption

The  Securities of any series (other than the 5-year Securities)  may  be
redeemed at any time, at the option of the Company, in whole or from time
to time in part, at the Redemption Price specified in such Securities.

Any  redemption  pursuant to this Section 10.07 shall  be  made,  to  the
extent  applicable, pursuant to the provisions of Sections 10.01  through
10.06.

                              ARTICLE XI
                                    
                             MISCELLANEOUS
     
Section 11.01  Trust Indenture Act Controls

If  any  provision of this Indenture limits, qualifies or conflicts  with
another  provision which is required to be included in this Indenture  by
the TIA, the required provision shall control. If this Indenture excludes
any  provision of the TIA that is required to be included, such provision
shall be deemed included herein.

Section 11.02  Notices

Any  notice or communication by the Company, the Guarantors, if  any,  or
the  Trustee  to the others is duly given if in writing and delivered  in
person  or  mailed  by first-class mail (registered or certified,  return
receipt requested), telecopier or overnight air courier guaranteeing next
day delivery, to the other's address:

If to the Company or the Guarantors:

                R&B Falcon Corporation
                901 Threadneedle Street
                Houston, Texas 77079
                Attention: Leighton E. Moss
                Telecopier No. (281) 496-0285

If to the Trustee:

For payment registration, transfer or exchange of the Securities:

By Hand:
                Chase Bank of Texas, National Association
                One Main Place
                1201 Main Street, 18th Floor
                Dallas, Texas 75202
                Attention: Registered Bond Events
                Telecopier No. (214) 672-5932

By Mail:
                Chase Bank of Texas, National Association
                P. O. Box 2320
                Dallas, Texas 75221-2320
                Attention: Registered Bond Events
                
For all other communications relating to the Securities:

                Chase Bank of Texas, National Association
                Global Trust Services
                600 Travis Street, Suite 1150
                Houston, Texas  77002
                Telephone:  (713) 216-6686
                Telecopy:  (713) 216-5476
                
Address of the Trustee in New York:
For Physical Securities:

                The Chase Manhattan Bank
                55 Water Street, North Building
                Room 234, Windows 20 and 21
                New York, New York  10041
                Telephone:  (212) 638-0454
                Telecopy:  (212) 638-7380 or 7381
                
For Book Entry Securities:

                The Chase Manhattan Bank
                DTC Participant #2423
                Telephone:  (212) 638-0454
                Telecopy:  (212) 638-7380 or 7381

The  Company, the Guarantors or the Trustee by notice to the  others  may
designate  additional  or different addresses for subsequent  notices  or
communications.

All  notices and communications shall be deemed to have been duly  given:
at  the  time  delivered by hand, if personally delivered; five  Business
Days  after being deposited in the mail, postage prepaid, if mailed; when
receipt  acknowledged,  if telecopied; and the next  Business  Day  after
timely  delivery  to  the  courier, if  sent  by  overnight  air  courier
guaranteeing  next day delivery.  Notwithstanding the foregoing,  notices
to the Trustee shall be effective only upon receipt.

Any  notice  or communication to a Holder shall be mailed by  first-class
mail, postage prepaid, to the Holder's address shown on the register kept
by  the Registrar.  Failure to mail a notice or communication to a Holder
or  any  defect  in it shall not affect its sufficiency with  respect  to
other Holders.

If  a  notice  or  communication is mailed in the manner  provided  above
within  the  time  prescribed,  it is duly  given,  whether  or  not  the
addressee receives it.

If  the  Company  or  any Guarantor mails a notice  or  communication  to
Holders,  it shall mail a copy to the Trustee and each Agent at the  same
time.

All  notices or communications, including without limitation  notices  to
the  Trustee  or  the Company or any Guarantor by Holders,  shall  be  in
writing, except as set forth below, and in the English language.

In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice required by
this  Indenture, then such method of notification as shall be  made  with
the approval of the Trustee shall constitute a sufficient mailing of such
notice.

Section 11.03  Communication by Holders with Other Holders

Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities.  The
Company, the Guarantors, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

Section 11.04  Certificate and Opinion as to Conditions Precedent

Upon  any request or application by the Company or any Guarantor  to  the
Trustee  to  take  any action under this Indenture, the Company  or  such
Guarantor shall, if requested by the Trustee, furnish to the Trustee:

     (1)   an  Officers' Certificate (which shall  include  the
     statements  set  forth  in Section 11.05  hereof)  stating
     that,  in  the  opinion  of  the signers,  all  conditions
     precedent  and  covenants, if any, provided  for  in  this
     Indenture  relating  to  the  proposed  action  have  been
     complied with; and

     (2)   an  Opinion  of  Counsel (which  shall  include  the
     statements  set  forth  in Section 11.05  hereof)  stating
     that,  in the opinion of such counsel, all such conditions
     precedent and covenants have been complied with.

Section 11.05  Statements Required in Certificate or Opinion

Each  certificate or opinion with respect to compliance with a  condition
or covenant provided for in this Indenture shall include:

     (1)   a  statement that the Person making such certificate
     or opinion has read such covenant or condition;

     (2)   a brief statement as to the nature and scope of  the
     examination or investigation upon which the statements  or
     opinions  contained  in such certificate  or  opinion  are
     based;

     (3)   a statement that, in the opinion of such Person,  he
     has made such examination or investigation as is necessary
     to enable him to express an informed opinion as to whether
     or  not such covenant or condition has been complied with;
     and

     (4)   a statement as to whether or not, in the opinion  of
     such  Person, such condition or covenant has been complied
     with.

Section 11.06  Rules by Trustee and Agents

The  Trustee may make reasonable rules for action by or at a  meeting  of
Holders.  The Registrar or the Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 11.07  Legal Holidays

If  a payment date is a Legal Holiday at a place of payment, payment  may
be  made  at  that place on the next succeeding day that is not  a  Legal
Holiday, and no interest shall accrue for the intervening period.

Section 11.08  No Recourse Against Others

A  director,  officer,  employee or stockholder of  the  Company  or  any
Guarantor,  as such, shall not have any liability for any obligations  of
the  Company or such Guarantor under the Securities or this Indenture  or
for any claim based on, in respect of or by reason of such obligations or
their  creation.  Each Holder by accepting a Security waives and releases
all  such  liability.   The  waiver and release  shall  be  part  of  the
consideration for the issue of the Securities.

Section 11.09  Governing Law

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUCTED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 11.10  No Adverse Interpretation of Other Agreements

This  Indenture may not be used to interpret another indenture,  loan  or
debt  agreement of the Company, any Guarantor or any other Subsidiary  of
the  Company.  Any such indenture, loan or debt agreement may not be used
to interpret this Indenture.

Section 11.11  Successors

All  agreements of the Company and the Guarantors in this  Indenture  and
the Securities shall bind their respective successors.  All agreements of
the Trustee in this Indenture shall bind its successor.

Section 11.12  Severability

In  case  any provision in this Indenture or in the Securities  shall  be
invalid,   illegal   or   unenforceable,  the  validity,   legality   and
enforceability  of  the remaining provisions shall  not  in  any  way  be
affected or impaired thereby.

Section 11.13  Counterpart Originals

The  parties may sign any number of copies of this Indenture. Each signed
copy  shall be an original, but all of them together represent  the  same
agreement.

Section 11.14   Table of Contents, Headings, etc

The Table of Contents, Cross-Reference Table and Headings of the Articles
and  Sections  of  this Indenture have been inserted for  convenience  of
reference  only, are not to be considered a part hereof and shall  in  no
way modify or restrict any of the terms or provisions hereof.

IN  WITNESS WHEREOF, the parties hereto have caused this Indenture to  be
duly executed as of the day and year first above written.

                                     R&B FALCON CORPORATION
                                     
                                     
                                     By: /S/ ROBERT F. FULTON
                                        -------------------------
                                          Name: Robert F. Fulton
                                          Title: Executive Vice President
                                     
                                     CHASE BANK OF TEXAS, NATIONAL
                                     ASSOCIATION
                                     
                                     
                                     By: /S/ MAURI J. COWEN
                                        ------------------------
                                          Name: Mauri J. Cowen
                                          Title: Vice President and
                                                 Trust Officer


                                                        EXHIBIT A

                        [FACE OF 5-YEAR SECURITY]

                         R&B FALCON CORPORATION

                9-1/8% SERIES [A/B] SENIOR NOTE DUE 2003

                              CUSIP 74912 EAJ0

No. ___                                              $___________

R&B Falcon Corporation, a Delaware corporation (the "Company"), for value
received  promises  to pay to ___________________________  or  registered
assigns,  the  principal sum of $_________ Dollars on  December  [     ],
200__  [or such greater or lesser amount as is indicated on the  Schedule
of Exchanges of Securities on the other side of this Security].*

     Interest Payment Dates:  June 15 and December 15
 
     Record Dates:            June 1 and December 1

Reference  is hereby made to the further provisions of this Security  set
forth  on  the  reverse hereof, which further provisions  shall  for  all
purposes have the same effect as if set forth at this place.

IN  WITNESS  WHEREOF, the Company has caused this Security to  be  signed
manually or by facsimile by its duly authorized officers.

Dated:
                                     R&B FALCON CORPORATION
                                     
                                     By:_________________________
                                     
                                     By:_________________________
Certificate of Authentication:
  
_________________________  
as Trustee, certifies that this is one
of the Securities  referred to in the
within-mentioned Indenture.

By:______________________
   Authorized Signature
  
 
                      [Global Securities Legend]
[UNLESS  AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES  IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS  A  WHOLE
BY  THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF  THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY  OR  BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF  SUCH SUCCESSOR DEPOSITARY.  THE DEPOSITARY TRUST COMPANY SHALL ACT AS
THE  DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE  COMPANY  AND
THE  REGISTRAR.   UNLESS THIS CERTIFICATE IS PRESENTED BY  AN  AUTHORIZED
REPRESENTATIVE  OF  THE DEPOSITORY TRUST COMPANY (55  WATER  STREET,  NEW
YORK,  NEW YORK) ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS  REGISTERED
IN  THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED  BY  AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE  &  CO.
OR  SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF  DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]*

                 [Transfer Restricted Securities Legend]

[THIS  SECURITY  (OR  ITS  PREDECESSOR)  WAS  ORIGINALLY  ISSUED   IN   A
TRANSACTION  EXEMPT FROM REGISTRATION UNDER THE UNITED STATES  SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD  OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR  AN
APPLICABLE  EXEMPTION  THEREFROM.  EACH PURCHASER  OF  THIS  SECURITY  IS
HEREBY  NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING  ON  THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.

THE  HOLDER  OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES  FOR  THE
BENEFIT  OF  THE  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED,  RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) INSIDE THE UNITED STATES TO  A
PERSON  WHOM  THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES  IN
AN  OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT,  (III)  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER   THE
SECURITIES  ACT  PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)  OR  (IV)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN  EACH  OF  CASES  (I) THROUGH (IV) IN ACCORDANCE WITH  ANY  APPLICABLE
SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES, AND  (B)  THE  HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER  OF
THIS  SECURITY  FROM  IT OF THE RESALE RESTRICTIONS REFERRED  TO  IN  (A)
ABOVE.]*

                      [REVERSE OF 5-YEAR SECURITY]

                         R&B FALCON CORPORATION

                9-1/2% SERIES [A/B] SENIOR NOTE DUE 2003

This  Security is one of a duly authorized issue of 9-1/2%  Series  [A/B]
Senior  Notes  due 2003 (the "Securities") of R&B Falcon  Corporation,  a
Delaware corporation (the "Company").

1.    Interest.   The Company promises to pay interest on  the  principal
amount of this Security at 9-1/2% per annum from December 22, 1998  until
maturity.   The  Company will pay interest semiannually on  June  15  and
December  15 of each year (each an "Interest Payment Date"),  or  if  any
such  day  is  not a Business Day, on the next succeeding  Business  Day.
Interest  on  the  Securities will accrue from the most  recent  Interest
Payment Date on which interest has been paid or, if no interest has  been
paid,  from  December  22, 1998; provided that if there  is  no  existing
Default in the payment of interest, and if this Security is authenticated
between  a  record  date  referred to on the face  hereof  and  the  next
succeeding  Interest Payment Date, interest shall accrue from  such  next
succeeding  Interest  Payment Date; provided,  further,  that  the  first
Interest  Payment Date shall be June 15, 1999.  The Company also promises
to  pay any additional interest required by Section 6 of the Registration
Rights Agreement (as defined in paragraph 17 below), upon the conditions,
at the rates and for the periods specified therein.  Further, the Company
shall pay interest on overdue principal and premium, if any, from time to
time  on  demand at a rate equal to the interest rate then in effect;  it
shall pay interest on overdue installments of interest (without regard to
any  applicable grace periods) from time to time on demand  at  the  same
rate  to the extent lawful.  Interest will be computed on the basis of  a
360-day year of twelve 30-day months.

2.    Method of Payment.  The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders  of
Securities at the close of business on the record date next preceding the
Interest  Payment Date, even if such Securities are canceled  after  such
record date and on or before such Interest Payment Date.  The Holder must
surrender  this  Security  to a Paying Agent  to  collect  principal  and
premium,  if any, payments.  The Company will pay the principal  of,  and
premium,  if any, and interest on the Securities in money of  the  United
States of America that at the time of payment is legal tender for payment
of  public  and  private debts.  Payments in respect  of  the  Securities
represented by a Global Security (including principal, premium,  if  any,
and  interest)  will  be  made by wire transfer of immediately  available
funds  to  the  accounts specified by The Depository Trust  Company.  The
Company  will  make  all  payments in respect of a certificated  Security
(including principal, premium, if any, and interest) by mailing  a  check
to the registered address of each Holder thereof; provided, however, that
payments  on a certificated Security will be made by wire transfer  to  a
U.S.  dollar  account maintained by the payee with a bank in  the  United
States  if such Holder elects payment by wire transfer by giving  written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date
for  payment  (or  such  other date as the  Trustee  may  accept  in  its
discretion).

3.    Ranking  and  Guarantees.   The  Securities  are  senior  unsecured
obligations  of the Company.  The Indenture provides that any  Subsidiary
that  guarantees Funded Indebtedness of the Company after the Issue  Date
will  be  required to equally and ratably guarantee the Securities.   The
Guarantee  of  the Securities by any subsidiary may be released  if,  but
only  so  long  as,  no  other  Funded Indebtedness  of  the  Company  is
guaranteed  by such Subsidiary.  Each of the Guarantees is  an  unsecured
obligation   of   the   Guarantor  providing  such  Guarantee.    Certain
limitations to the obligations of the Guarantors are set forth in further
detail  in  the  Indenture.  References herein to the  Indenture  or  the
Securities shall be deemed also to refer to the Guarantees set  forth  in
the Indenture except where the context otherwise requires.

4.   Optional Redemption.  The Securities may be redeemed at any time, at
the  option of the Company, in whole or from time to time in part,  at  a
price  equal  to 100% of their principal amount plus accrued  and  unpaid
interest, if any, to the Redemption Date (subject to the right of holders
of  record  on  the relevant record date to receive interest  due  on  an
interest  payment date that is on or prior to the Redemption  Date)  plus
the Make-Whole Premium, if any (the "Redemption Price").
The  amount  of the Make-Whole Premium with respect to any  Security  (or
portion thereof) to be redeemed will be equal to the excess, if any, of:

     (i)   the sum of the present values, calculated as of the Redemption
     Date, of:

          (A)   each interest payment that, but for such redemption would
          have  been  payable on the Security (or portion thereof)  being
          redeemed  on  each  Interest Payment Date occurring  after  the
          Redemption Date (excluding any accrued and unpaid interest  for
          the period prior to the Redemption Date); and

          (B)   the principal amount that, but for such redemption, would
          have  been  payable at the final maturity of the  Security  (or
          portion thereof) being redeemed;
over

     (ii) the principal amount of the Security (or portion thereof) being
     redeemed.

The  present  values of interest and principal payments  referred  to  in
clause (i) above will be determined in accordance with generally accepted
principles of financial analysis.  Such present values will be calculated
by  discounting the amount of each payment of interest or principal  from
the  date  that each such payment would have been payable,  but  for  the
redemption,  to  the  Redemption Date at a discount  rate  equal  to  the
Treasury  Yield  plus 50 basis points.  The Make-Whole  Premium  will  be
calculated  by  an  Independent Investment  Banker  (as  defined  in  the
Indenture).

For  purposes  of  determining the Make-Whole Premium,  "Treasury  Yield"
means  a rate of interest per annum equal to the weekly average yield  to
maturity  of  United States Treasury Notes that have a constant  maturity
that  corresponds  to the remaining term to maturity of  the  Securities,
calculated  to  the nearest 1/12 of a year (the "Remaining  Term").   The
Treasury  Yield  will  be  determined  as  of  the  third  Business   Day
immediately preceding the applicable Redemption Date.  The weekly average
yields of United States Treasury Notes will be determined by reference to
the most recent statistical release published by the Federal Reserve Bank
of  New  York and designated "H.15(519) Selected Interest Rates"  or  any
successor  release  (the  "H.15  Statistical  Release").   If  the   H.15
Statistical  Release sets forth a weekly average yield for United  States
Treasury  Notes  having  a constant maturity that  is  the  same  as  the
Remaining Term, then Treasury Yield will be equal to such weekly  average
yield.   In  all  other cases, the Treasury Yield will be  calculated  by
interpolation,  on  a  straight-line basis, between  the  weekly  average
yields  on the United States Treasury Notes that have a constant maturity
closest  to  and  greater than the Remaining Term and the  United  States
Treasury Notes that have a constant maturity closest to and less than the
Remaining  Term  (in  each  case as set forth  in  the  H.15  Statistical
Release).  Any weekly average yields so calculated by interpolation  will
be rounded to the nearest 1/100 of 1%, with any figure of 1/200% or above
being  rounded  upward.   If  weekly average  yields  for  United  States
Treasury  Notes  are  not  available in the H.15 Statistical  Release  or
otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.

Periodic interest installments with respect to which the Interest Payment
Date is on or prior to any Redemption Date will be payable to Holders  of
record at the close of business on the relevant record dates referred  to
herein, all as provided in the Indenture.

Notice of redemption will be mailed at least 30 days but not more than 60
days  before  the  Redemption Date to each Holder  of  Securities  to  be
redeemed  at his registered address.  Securities in denominations  larger
than  $1,000  may  be  redeemed in part but only in  whole  multiples  of
$1,000.  On or after the Redemption Date interest will cease to accrue on
Securities or on the portions thereof called for redemption, as the  case
may be.

5.    Paying  Agent  and  Registrar.  Initially,  Chase  Bank  of  Texas,
National  Association  (the "Trustee"), the Trustee under the  Indenture,
will  act  as  Paying Agent and Registrar.  The Company  may  change  any
Paying  Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder.  The Company may act in any such capacity.

6.    Indenture.   The Company issued the Securities under  an  Indenture
dated as of December 22, 1998 (the "Indenture") among the Company and the
Trustee.   The  terms  of  the Securities include  those  stated  in  the
Indenture and those made part of the Indenture by reference to the  Trust
Indenture  Act  of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb),
as  in  effect on the date of execution of the Indenture.  The Securities
are  subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms.  The Securities are unsecured
general obligations of the Company.

7.   Denominations, Transfer, Exchange.  The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of  Securities may be registered and Securities may
be exchanged as provided in the Indenture.  The Registrar and the Trustee
may  require  a  Holder,  among  other  things,  to  furnish  appropriate
endorsements  and  transfer  documents and to  pay  any  taxes  and  fees
required  by law or permitted by the Indenture.  The Registrar  need  not
exchange  or  register the transfer of any Securities during  the  period
between a record date and the corresponding Interest Payment Date.

8.   Persons Deemed Owners.  The registered Holder of a Security shall be
treated as its owner for all purposes.

9.     Amendments   and  Waivers.  Subject  to  certain  exceptions   and
limitations,  the  Indenture  or  the  Securities  may  be   amended   or
supplemented  with the consent of the Holders of at least a  majority  in
principal  amount  of the then outstanding Securities, and  any  existing
Default under, or compliance with any provision of, the Indenture may  be
waived  (other  than any continuing Default or Event of  Default  in  the
payment  of  the  principal of, or premium, if any, or  interest  on  the
Securities) by the Holders of at least a majority in principal amount  of
the  Securities  then outstanding in accordance with  the  terms  of  the
Indenture.   Without  the  consent  of  any  Holder,  the  Company,   any
Guarantors and the Trustee may amend or supplement the Indenture  or  the
Securities  to cure any ambiguity, omission, defect or inconsistency;  to
provide  for  uncertificated Securities in addition to  or  in  place  of
certificated Securities; to provide for the assumption of the obligations
of  the  Company and any Guarantor under the Indenture to Holders in  the
case of the merger, consolidation or sale or other disposition of all  or
substantially  all  of  the assets of the Company or  any  Guarantor;  to
reflect  the  release of any Guarantor from its Guarantee to  the  extent
permitted by the Indenture; to add guarantees to the Securities;  to  add
to  the  covenants of the Company or any Guarantors or to  surrender  any
right  of the Company or any Guarantor; to make any change that does  not
materially  adversely affect the rights of any Holder; or to comply  with
the qualification of the Indenture under the Trust Indenture Act of 1939,
as amended.

The  right of any Holder to participate in any consent required or sought
pursuant  to  any provision of the Indenture (and the obligation  of  the
Company  to obtain any such consent otherwise required from such  Holder)
may  be  subject to the requirement that such Holder shall have been  the
Holder of record of any Securities with respect to which such consent  is
required  or  sought as of a date identified by the Trustee in  a  notice
furnished to Holders in accordance with the terms of the Indenture.

Without  the  consent of each Holder affected, the Company  may  not  (i)
reduce  the  amount  of  Securities whose  Holders  must  consent  to  an
amendment,  supplement or waiver, (ii) reduce the rate of or  change  the
time  for  payment  of  interest,  including  default  interest,  on  any
Security,  (iii) reduce the principal of or change the fixed maturity  of
any  Security  or alter the premium or other provisions with  respect  to
redemption,  (iv)  make  any Security payable in money  other  than  that
stated  in the Security, (v) impair the right to institute suit  for  the
enforcement  of  any  payment of principal of, or  premium,  if  any,  or
interest  on  any  Security, (vi) make any change in  the  percentage  of
principal amount of Securities necessary to waive compliance with certain
provisions of the Indenture or (vii) waive a continuing Default or  Event
of  Default  in  the  payment of principal of, or  premium,  if  any,  or
interest on the Securities.

10.  Defaults and Remedies. Events of Default include: default in payment
of  interest  on  the  Securities for 30  days;  default  in  payment  of
principal  of,  or  premium, if any, on the Securities;  failure  by  the
Company  or any Guarantor for 60 days after written notice by the Trustee
or  by  the Holders of at least 25% of the aggregate principal amount  of
the  Securities then outstanding to it to comply with any  of  its  other
covenants  or  agreements  in  the  Indenture,  the  Guarantees  or   the
Securities; the acceleration of the maturity of any Indebtedness  of  the
Company  or  any Subsidiary of the Company (other than the Securities  or
any  Non-Recourse Indebtedness) that has an outstanding principal  amount
of $20 million or more individually or in the aggregate; a default in the
payment  of principal or interest in respect of any Indebtedness  of  the
Company  or  any Subsidiary of the Company (other than the Securities  or
any Non-Recourse Indebtedness) having an outstanding principal amount  of
$20  million  or more individually or in the aggregate, and such  default
shall  be continuing for a period of 30 days without the Company or  such
Subsidiary, as the case may be, effecting a cure of such default; a final
judgment or order for the payment of money in excess of $20 million  (net
of  applicable  insurance  coverage) having  been  rendered  against  the
Company,  any  Guarantor or any other "significant subsidiary"  (as  such
term  is defined in Regulation S-X under the Securities Exchange  Act  of
1934,  as  amended; a "Significant Subsidiary") of the Company  and  such
judgment or order shall continue unsatisfied and unstayed for a period of
60   days;   or  certain  events  involving  bankruptcy,  insolvency   or
reorganization  of  the Company, any Guarantor or any  other  Significant
Subsidiary  of  the  Company.   If an Event  of  Default  occurs  and  is
continuing,  the  Trustee or the Holders of at  least  25%  in  principal
amount  of the then outstanding Securities may declare the principal  of,
and premium, if any, and interest on all the Securities to be immediately
due  and  payable, except that in the case of an Event of Default arising
from  certain events of bankruptcy, insolvency or reorganization  of  the
Company  or  any  Guarantor, all outstanding Securities  become  due  and
payable immediately without further action or notice.  The amount due and
payable  upon the acceleration of any Security is equal to  100%  of  the
principal  amount thereof plus premium, if any, and accrued  interest  to
the  date  of  payment.   Holders may not enforce the  Indenture  or  the
Securities except as provided in the Indenture.  The Trustee may  require
indemnity  reasonably satisfactory to it before it enforces the Indenture
or the Securities.  Subject to certain limitations, Holders of a majority
in  principal  amount of the then outstanding Securities may  direct  the
Trustee  in its exercise of any trust or power.  The Trustee may withhold
from  Holders  notice  of any continuing default  (except  a  default  in
payment  of  principal or premium, if any, or interest) if it  determines
that  withholding notice is in their interests.  The Company must furnish
an annual compliance certificate to the Trustee.

11.   Discharge Prior to Maturity. The Indenture shall be discharged  and
canceled  upon  the  payment  of  all of  the  Securities  and  shall  be
discharged  except  for certain obligations upon the irrevocable  deposit
with  the Trustee of funds or U.S. Government Obligations sufficient  for
such payment.

12.   Trustee Dealings with Company and Guarantors.  The Trustee, in  its
individual  or  any  other capacity, may make loans to,  accept  deposits
from,  and  perform  services for the Company, any  Guarantors  or  their
respective  Affiliates,  and may otherwise deal  with  the  Company,  any
Guarantors  or their respective Affiliates, as if it were not Trustee.

13.   No  Recourse  Against  Others. A  director,  officer,  employee  or
stockholder, as such, of the Company or any Guarantor shall not have  any
liability  for any obligations of the Company or any Guarantor under  the
Securities or the Indenture or for any claim based on, in respect  of  or
by  reason  of  such  obligations  or their  creation.   Each  Holder  by
accepting a Security waives and releases all such liability.  The  waiver
and  release  are  part  of the consideration for  the  issuance  of  the
Securities.

14.    Authentication.   This  Security  shall   not   be   valid   until
authenticated by the manual signature of the Trustee or an authenticating
agent.

15.   CUSIP  Numbers.   Pursuant to a recommendation promulgated  by  the
Committee on Uniform Security Identification Procedures, the Company  has
caused CUSIP numbers to be printed on the Securities as a convenience  to
the  Holders  of the Securities.  No representation is made  as  to   the
accuracy of such numbers as printed on the Securities and reliance may be
placed only on the other identification numbers printed thereon.

16.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder  or an assignee, such as:  TEN COM (= tenants in common), TEN  ENT
(=  tenants  by  the entireties), JT TEN (= joint tenants with  right  of
survivorship  and  not  as tenants in common), CUST  (=  Custodian),  and
U/G/M/A (= Uniform Gifts to Minors Act).

17.  Additional Rights of Holders of Transfer Restricted Securities.   In
addition  to  the  rights  provided to Holders of  Securities  under  the
Indenture, Holders of Transfer Restricted Securities shall have  all  the
rights  set forth in the Registration Rights Agreement, dated as  of  the
Issue  Date (the "Registration Rights Agreement"), among the Company  and
the Initial Purchasers.

The  Company will furnish to any Holder upon written request and  without
charge a copy of the Indenture.  Request may be made to:

                R&B Falcon Corporation
                901 Threadneedle
                Houston, Texas 77079
                Attention:  Leighton E. Moss

                FORM OF NOTATION ON SECURITY
                RELATING TO FUTURE GUARANTEES

Each  Guarantor  (which  term  includes any successor  Person  under  the
Indenture), has fully, unconditionally and absolutely guaranteed, to  the
extent  set forth in the Indenture and subject to the provisions  in  the
Indenture, the due and punctual payment of the principal of, and premium,
if  any,  and  interest on the Securities and all other amounts  due  and
payable under the Indenture and the Securities by the Company.
The obligations of the Guarantors to the Holders of Securities and to the
Trustee  pursuant to the Guarantees and the Indenture are  expressly  set
forth in Article IX of the Indenture and reference is hereby made to  the
Indenture for the precise terms of the Guarantees.


                                      [NAMES OF GUARANTORS]
                                     
                                     
                                     By:____________________

                             ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to _________________________________________

______________________________________________________________________
     (Insert assignee's social security or tax I.D. number)

_______________________________________________________________________

_______________________________________________________________________
     (Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________________________________ as
agent to transfer this Security on the books of the Company.  The agent
may substitute another to act for him.


Date: ___________________________

Your Signature:________________________________________________________
         (Sign exactly as your name appears on the face of this Security)

Signature Guarantee:___________________________________________________
              (Participant in a Recognized Signature Guaranty Medallion
                Program)

In  connection  with any transfer of any of the Securities evidenced by this
certificate  occurring prior to the expiration of the period  referred to in
Rule 144(k) under the Securities Act after the later of the date of original
issuance of such  Securities  and the last  date,  if  any,  on  which  such
Securities were owned by the Company or any Affiliate of  the  Company,  the
undersigned confirms that such Securities are being transferred as specified
below:
                           CHECK ONE

(1) [] to the Company or a Subsidiary thereof; or

(2) [] to a "qualified institutional buyer" (as defined in Rule 144A  under
       the  Securities  Act of 1933, as amended) that purchases for its own
       account or  for  the  account  of a qualified institutional buyer to
       whom notice is given  that  such  transfer is being made in reliance
       on Rule 144A, in each case  pursuant to and  in compliance with Rule
       144A under the Securities Act of 1933, as amended; or

(3) [] outside the  United  States to a "foreign person" in compliance with
       Rule  904  of  Regulation  S  under  the  Securities Act of 1933, as
       amended; or

(4) [] pursuant to an effective registration statement under the Securities
       Act of 1933, as amended; or

(5) [] pursuant to  an exemption from the registration  requirements of the
       Securities Act of 1933, as amended, provided by Rule 144 thereunder.

and  unless  the  box below is checked,  the undersigned confirms that such
Security is not  being  transferred  to  an  "affiliate" of  the Company as
defined in Rule 144  under  the  Securities  Act  of  1933,  as amended (an
"Affiliate"):

     []  The transferee is an Affiliate of the Company.

Unless  one  of  items  (1)  through (5) above is checked, the Trustee will
refuse to  register  any of the Securities evidenced by this certificate in
the name of any  person other than the registered Holder thereof; provided,
however, that  if  item  (3), or (5) is checked, the Company or the Trustee
may require, prior  to  registering any such transfer of the Securities, in
their  sole  discretion,  such   written  legal  opinions,   certifications
(including an investment  letter)  and  other information as the Trustee or
the  Company  have  reasonably  requested to  confirm that such transfer is
being made pursuant to an exemption from, or in a transaction  not  subject
to, the registration requirements of the Securities Act of 1933, as amended.

If none  of the foregoing items are checked, the Trustee or Registrar shall
not be  obligated to register this Security in the name of any person other
than the  Holder  hereof  unless  and  until  the conditions  to  any  such
transfer  of  registration  set  forth  herein  and  in Section 2.06 of the
Indenture shall  have been satisfied.


                                Signed:____________________
                                (Sign exactly as your name appears on the
                                other side of this Security)
                                
                                
Signature Guarantee:________________________

      TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security
for its  own  account or an account with respect to which it exercises sole
investment  discretion  and  that  it  and any such account is a "qualified
institutional  buyer"  within the meaning of Rule 144A under the Securities
Act of 1933, as amended  and  is aware that the sale to it is being made in
reliance  on  Rule  144A  and  acknowledges  that  it  has  received   such
information  regarding  the  Company   as  the  undersigned  has  requested
pursuant to Rule 144A or  has determined  not  to  request such information
and that it is aware that the transferor is relying  upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


Dated:_________________                  _________________________
                                         Notice:  to be executed by an
                                         executive officer*


                  SCHEDULE OF EXCHANGES OF SECURITIES*

The following exchanges, redemptions or repurchases of a part of this Global
Security have been made:


                                                     Principal
                                                     Amount of    Signature of
                                                      Global        authorized 
                                                     Security        Officer,
            Amount of decrease  Amount of increase  following        Trustee
  Date of   in Principal Amount in Principal Amount such decrease or Securities
Transaction of Global Security  of Global Security  (or increase)  Custodian
----------- ------------------- ------------------- ------------- -------------
                                       





*This Schedule should be included only if the Security is a Global Security.



                                                                 EXHIBIT B

                   [FACE OF 10-YEAR SECURITY]

                     R&B FALCON CORPORATION

           9-1/2% SERIES [A/B] SENIOR NOTE DUE 2008

                        CUSIP 74912 EAL5

No. ___                                              $___________

R&B Falcon Corporation, a Delaware corporation (the "Company"), for value
received  promises  to pay to ___________________________  or  registered
assigns,  the principal sum of $_________ Dollars on December  ___,  2008
[or  such  greater or lesser amount as is indicated on  the  Schedule  of
Exchanges of Securities on the other side of this Security.*]

     Interest Payment Dates:  June 15 and December 15
     Record Dates:            June 1 and December 1

Reference  is hereby made to the further provisions of this Security  set
forth  on  the  reverse hereof, which further provisions  shall  for  all
purposes have the same effect as if set forth at this place.

IN  WITNESS  WHEREOF, the Company has caused this Security to  be  signed
manually or by facsimile by its duly authorized officers.

Dated:
                                     R&B FALCON CORPORATION
                                     
                                     By:_________________________
                                     
                                     By:_________________________
Certificate of Authentication:
  
____________________________
as Trustee, certifies that this is one
of the Securities  referred to in the
within-mentioned Indenture.

By:_____________________
   Authorized Signature
  

                       [Global Securities Legend]

[UNLESS  AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES  IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS  A  WHOLE
BY  THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF  THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY  OR  BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF  SUCH SUCCESSOR DEPOSITARY.  THE DEPOSITORY TRUST COMPANY SHALL ACT AS
THE  DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE  COMPANY  AND
THE  REGISTRAR.   UNLESS THIS CERTIFICATE IS PRESENTED BY  AN  AUTHORIZED
REPRESENTATIVE  OF  THE DEPOSITORY TRUST COMPANY (55  WATER  STREET,  NEW
YORK,  NEW YORK) ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS  REGISTERED
IN  THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED  BY  AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE  &  CO.
OR  SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF  DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]*

                 [Transfer Restricted Securities Legend]
                                    
[THIS  SECURITY  (OR  ITS  PREDECESSOR)  WAS  ORIGINALLY  ISSUED   IN   A
TRANSACTION  EXEMPT FROM REGISTRATION UNDER THE UNITED STATES  SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD  OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR  AN
APPLICABLE  EXEMPTION  THEREFROM.  EACH PURCHASER  OF  THIS  SECURITY  IS
HEREBY  NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING  ON  THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.

THE  HOLDER  OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES  FOR  THE
BENEFIT  OF  THE  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED,  RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) INSIDE THE UNITED STATES TO  A
PERSON  WHOM  THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES  IN
AN  OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT,  (III)  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER   THE
SECURITIES  ACT  PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)  OR  (IV)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN  EACH  OF  CASES  (I) THROUGH (IV) IN ACCORDANCE WITH  ANY  APPLICABLE
SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES, AND  (B)  THE  HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER  OF
THIS  SECURITY  FROM  IT OF THE RESALE RESTRICTIONS REFERRED  TO  IN  (A)
ABOVE.]*

                      [REVERSE OF 10-YEAR SECURITY]

                         R&B FALCON CORPORATION

                9-1/2% SERIES [A/B] SENIOR NOTE DUE 2008
                                    
This  Security is one of a duly authorized issue of 9-1/2%  Series  [A/B]
Senior  Notes  due 2008 (the "Securities") of R&B Falcon  Corporation,  a
Delaware corporation (the "Company").

1.    Interest.   The Company promises to pay interest on  the  principal
amount of this Security at 9-1/2% per annum from December 22, 1998  until
maturity.   The  Company will pay interest semiannually on  June  15  and
December  15 of each year (each an "Interest Payment Date"),  or  if  any
such  day  is  not a Business Day, on the next succeeding  Business  Day.
Interest  on  the  Securities will accrue from the most  recent  Interest
Payment Date on which interest has been paid or, if no interest has  been
paid,  from  December  22, 1998; provided that if there  is  no  existing
Default in the payment of interest, and if this Security is authenticated
between  a  record  date  referred to on the face  hereof  and  the  next
succeeding  Interest Payment Date, interest shall accrue from  such  next
succeeding  Interest  Payment Date; provided,  further,  that  the  first
Interest  Payment Date shall be June 15, 1999.  The Company also promises
to  pay any additional interest required by Section 6 of the Registration
Rights Agreement (as defined in paragraph 17 below), upon the conditions,
at the rates and for the periods specified therein.  Further, the Company
shall pay interest on overdue principal and premium, if any, from time to
time  on  demand at a rate equal to the interest rate then in effect;  it
shall pay interest on overdue installments of interest (without regard to
any  applicable grace periods) from time to time on demand  at  the  same
rate  to the extent lawful.  Interest will be computed on the basis of  a
360-day year of twelve 30-day months.

2.    Method of Payment.  The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders  of
Securities at the close of business on the record date next preceding the
Interest  Payment Date, even if such Securities are canceled  after  such
record date and on or before such Interest Payment Date.  The Holder must
surrender  this  Security  to a Paying Agent  to  collect  principal  and
premium,  if any, payments.  The Company will pay the principal  of,  and
premium,  if any, and interest on the Securities in money of  the  United
States of America that at the time of payment is legal tender for payment
of  public  and  private debts.  Payments in respect  of  the  Securities
represented by a Global Security (including principal, premium,  if  any,
and  interest)  will  be  made by wire transfer of immediately  available
funds  to  the  accounts specified by The Depository Trust  Company.  The
Company  will  make  all  payments in respect of a certificated  Security
(including principal, premium, if any, and interest) by mailing  a  check
to the registered address of each Holder thereof; provided, however, that
payments  on a certificated Security will be made by wire transfer  to  a
U.S.  dollar  account maintained by the payee with a bank in  the  United
States  if such Holder elects payment by wire transfer by giving  written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date
for  payment  (or  such  other date as the  Trustee  may  accept  in  its
discretion).

3.    Ranking  and  Guarantees.   The  Securities  are  senior  unsecured
obligations  of the Company.  The Indenture provides that any  Subsidiary
that  guarantees Funded Indebtedness of the Company after the Issue  Date
will  be  required to equally and ratably guarantee the Securities.   The
Guarantee  of  the Securities by any subsidiary may be released  if,  but
only  so  long  as,  no  other  Funded Indebtedness  of  the  Company  is
guaranteed  by such Subsidiary.  Each of the Guarantees is  an  unsecured
obligation   of   the   Guarantor  providing  such  Guarantee.    Certain
limitations to the obligations of the Guarantors are set forth in further
detail  in  the  Indenture.  References herein to the  Indenture  or  the
Securities shall be deemed also to refer to the Guarantees set  forth  in
the Indenture except where the context otherwise requires.

4.   Optional Redemption.  The Securities may be redeemed at any time, at
the  option of the Company, in whole or from time to time in part,  at  a
price  equal  to 100% of their principal amount plus accrued  and  unpaid
interest, if any, to the Redemption Date (subject to the right of holders
of  record  on  the relevant record date to receive interest  due  on  an
interest  payment date that is on or prior to the Redemption  Date)  plus
the Make-Whole Premium, if any (the "Redemption Price").
The  amount  of the Make-Whole Premium with respect to any  Security  (or
portion thereof) to be redeemed will be equal to the excess, if any, of:

     (i)   the sum of the present values, calculated as of the Redemption
     Date, of:

          (A)   each interest payment that, but for such redemption would
          have  been  payable on the Security (or portion thereof)  being
          redeemed  on  each  Interest Payment Date occurring  after  the
          Redemption Date (excluding any accrued and unpaid interest  for
          the period prior to the Redemption Date); and

          (B)   the principal amount that, but for such redemption, would
          have  been  payable at the final maturity of the  Security  (or
          portion thereof) being redeemed;
over

     (ii) the principal amount of the Security (or portion thereof) being
     redeemed.

The  present  values of interest and principal payments  referred  to  in
clause (i) above will be determined in accordance with generally accepted
principles of financial analysis.  Such present values will be calculated
by  discounting the amount of each payment of interest or principal  from
the  date  that each such payment would have been payable,  but  for  the
redemption,  to  the  Redemption Date at a discount  rate  equal  to  the
Treasury  Yield  plus 50 basis points.  The Make-Whole  Premium  will  be
calculated  by  an  Independent Investment  Banker  (as  defined  in  the
Indenture).

For  purposes  of  determining the Make-Whole Premium,  "Treasury  Yield"
means  a rate of interest per annum equal to the weekly average yield  to
maturity  of  United States Treasury Notes that have a constant  maturity
that  corresponds  to the remaining term to maturity of  the  Securities,
calculated  to  the nearest 1/12 of a year (the "Remaining  Term").   The
Treasury  Yield  will  be  determined  as  of  the  third  Business   Day
immediately preceding the applicable Redemption Date.  The weekly average
yields of United States Treasury Notes will be determined by reference to
the most recent statistical release published by the Federal Reserve Bank
of  New  York and designated "H.15(519) Selected Interest Rates"  or  any
successor  release  (the  "H.15  Statistical  Release").   If  the   H.15
Statistical  Release sets forth a weekly average yield for United  States
Treasury  Notes  having  a constant maturity that  is  the  same  as  the
Remaining Term, then Treasury Yield will be equal to such weekly  average
yield.   In  all  other cases, the Treasury Yield will be  calculated  by
interpolation,  on  a  straight-line basis, between  the  weekly  average
yields  on the United States Treasury Notes that have a constant maturity
closest  to  and  greater than the Remaining Term and the  United  States
Treasury Notes that have a constant maturity closest to and less than the
Remaining  Term  (in  each  case as set forth  in  the  H.15  Statistical
Release).  Any weekly average yields so calculated by interpolation  will
be rounded to the nearest 1/100 of 1%, with any figure of 1/200% or above
being  rounded  upward.   If  weekly average  yields  for  United  States
Treasury  Notes  are  not  available in the H.15 Statistical  Release  or
otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.

Periodic interest installments with respect to which the Interest Payment
Date is on or prior to any Redemption Date will be payable to Holders  of
record at the close of business on the relevant record dates referred  to
herein, all as provided in the Indenture.

Notice of redemption will be mailed at least 30 days but not more than 60
days  before  the  Redemption Date to each Holder  of  Securities  to  be
redeemed  at his registered address.  Securities in denominations  larger
than  $1,000  may  be  redeemed in part but only in  whole  multiples  of
$1,000.  On or after the Redemption Date interest will cease to accrue on
Securities or on the portions thereof called for redemption, as the  case
may be.

5.    Paying  Agent  and  Registrar.  Initially,  Chase  Bank  of  Texas,
National  Association  (the "Trustee"), the Trustee under the  Indenture,
will  act  as  Paying Agent and Registrar.  The Company  may  change  any
Paying  Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder.  The Company may act in any such capacity.

6.    Indenture.   The Company issued the Securities under  an  Indenture
dated as of December 22, 1998 (the "Indenture") among the Company and the
Trustee.   The  terms  of  the Securities include  those  stated  in  the
Indenture and those made part of the Indenture by reference to the  Trust
Indenture  Act  of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb),
as  in  effect on the date of execution of the Indenture.  The Securities
are  subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms.  The Securities are unsecured
general obligations of the Company.

7.   Denominations, Transfer, Exchange.  The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of  Securities may be registered and Securities may
be exchanged as provided in the Indenture.  The Registrar and the Trustee
may  require  a  Holder,  among  other  things,  to  furnish  appropriate
endorsements  and  transfer  documents and to  pay  any  taxes  and  fees
required  by law or permitted by the Indenture.  The Registrar  need  not
exchange  or  register the transfer of any Securities during  the  period
between a record date and the corresponding Interest Payment Date.

8.   Persons Deemed Owners.  The registered Holder of a Security shall be
treated as its owner for all purposes.

9.     Amendments   and  Waivers.  Subject  to  certain  exceptions   and
limitations,  the  Indenture  or  the  Securities  may  be   amended   or
supplemented  with the consent of the Holders of at least a  majority  in
principal  amount  of the then outstanding Securities, and  any  existing
Default under, or compliance with any provision of, the Indenture may  be
waived  (other  than any continuing Default or Event of  Default  in  the
payment  of  the  principal of, or premium, if any, or  interest  on  the
Securities) by the Holders of at least a majority in principal amount  of
the  Securities  then outstanding in accordance with  the  terms  of  the
Indenture.   Without  the  consent  of  any  Holder,  the  Company,   any
Guarantors and the Trustee may amend or supplement the Indenture  or  the
Securities  to cure any ambiguity, omission, defect or inconsistency;  to
provide  for  uncertificated Securities in addition to  or  in  place  of
certificated Securities; to provide for the assumption of the obligations
of  the  Company and any Guarantor under the Indenture to Holders in  the
case of the merger, consolidation or sale or other disposition of all  or
substantially  all  of  the assets of the Company or  any  Guarantor;  to
reflect  the  release of any Guarantor from its Guarantee to  the  extent
permitted by the Indenture; to add guarantees to the Securities;  to  add
to  the  covenants of the Company or any Guarantors or to  surrender  any
right  of the Company or any Guarantor; to make any change that does  not
materially  adversely affect the rights of any Holder; or to comply  with
the qualification of the Indenture under the Trust Indenture Act of 1939,
as amended.

The  right of any Holder to participate in any consent required or sought
pursuant  to  any provision of the Indenture (and the obligation  of  the
Company  to obtain any such consent otherwise required from such  Holder)
may  be  subject to the requirement that such Holder shall have been  the
Holder of record of any Securities with respect to which such consent  is
required  or  sought as of a date identified by the Trustee in  a  notice
furnished to Holders in accordance with the terms of the Indenture.
Without  the  consent of each Holder affected, the Company  may  not  (i)
reduce  the  amount  of  Securities whose  Holders  must  consent  to  an
amendment,  supplement or waiver, (ii) reduce the rate of or  change  the
time  for  payment  of  interest,  including  default  interest,  on  any
Security,  (iii) reduce the principal of or change the fixed maturity  of
any  Security  or alter the premium or other provisions with  respect  to
redemption,  (iv)  make  any Security payable in money  other  than  that
stated  in the Security, (v) impair the right to institute suit  for  the
enforcement  of  any  payment of principal of, or  premium,  if  any,  or
interest  on  any  Security, (vi) make any change in  the  percentage  of
principal amount of Securities necessary to waive compliance with certain
provisions of the Indenture or (vii) waive a continuing Default or  Event
of  Default  in  the  payment of principal of, or  premium,  if  any,  or
interest on the Securities.

10.  Defaults and Remedies. Events of Default include: default in payment
of  interest  on  the  Securities for 30  days;  default  in  payment  of
principal  of,  or  premium, if any, on the Securities;  failure  by  the
Company  or any Guarantor for 60 days after written notice by the Trustee
or  by  the Holders of at least 25% of the aggregate principal amount  of
the  Securities then outstanding to it to comply with any  of  its  other
covenants  or  agreements  in  the  Indenture,  the  Guarantees  or   the
Securities; the acceleration of the maturity of any Indebtedness  of  the
Company  or  any Subsidiary of the Company (other than the Securities  or
any  Non-Recourse Indebtedness) that has an outstanding principal  amount
of $20 million or more individually or in the aggregate; a default in the
payment  of principal or interest in respect of any Indebtedness  of  the
Company  or  any Subsidiary of the Company (other than the Securities  or
any Non-Recourse Indebtedness) having an outstanding principal amount  of
$20  million  or more individually or in the aggregate, and such  default
shall  be continuing for a period of 30 days without the Company or  such
Subsidiary, as the case may be, effecting a cure of such default; a final
judgment or order for the payment of money in excess of $20 million  (net
of  applicable  insurance  coverage) having  been  rendered  against  the
Company,  any  Guarantor or any other "significant subsidiary"  (as  such
term  is defined in Regulation S-X under the Securities Exchange  Act  of
1934,  as  amended; a "Significant Subsidiary") of the Company  and  such
judgment or order shall continue unsatisfied and unstayed for a period of
60   days;   or  certain  events  involving  bankruptcy,  insolvency   or
reorganization  of  the Company, any Guarantor or any  other  Significant
Subsidiary  of  the  Company.   If an Event  of  Default  occurs  and  is
continuing,  the  Trustee or the Holders of at  least  25%  in  principal
amount  of the then outstanding Securities may declare the principal  of,
and premium, if any, and interest on all the Securities to be immediately
due  and  payable, except that in the case of an Event of Default arising
from  certain events of bankruptcy, insolvency or reorganization  of  the
Company  or  any  Guarantor, all outstanding Securities  become  due  and
payable immediately without further action or notice.  The amount due and
payable  upon the acceleration of any Security is equal to  100%  of  the
principal  amount thereof plus premium, if any, and accrued  interest  to
the  date  of  payment.   Holders may not enforce the  Indenture  or  the
Securities except as provided in the Indenture.  The Trustee may  require
indemnity  reasonably satisfactory to it before it enforces the Indenture
or the Securities.  Subject to certain limitations, Holders of a majority
in  principal  amount of the then outstanding Securities may  direct  the
Trustee  in its exercise of any trust or power.  The Trustee may withhold
from  Holders  notice  of any continuing default  (except  a  default  in
payment  of  principal or premium, if any, or interest) if it  determines
that  withholding notice is in their interests.  The Company must furnish
an annual compliance certificate to the Trustee.

11.   Discharge Prior to Maturity. The Indenture shall be discharged  and
canceled  upon  the  payment  of  all of  the  Securities  and  shall  be
discharged  except  for certain obligations upon the irrevocable  deposit
with  the Trustee of funds or U.S. Government Obligations sufficient  for
such payment.

12.   Trustee Dealings with Company and Guarantors.  The Trustee, in  its
individual  or  any  other capacity, may make loans to,  accept  deposits
from,  and  perform  services for the Company, any  Guarantors  or  their
respective  Affiliates,  and may otherwise deal  with  the  Company,  any
Guarantors  or their respective Affiliates, as if it were not Trustee.

13.   No  Recourse  Against  Others. A  director,  officer,  employee  or
stockholder, as such, of the Company or any Guarantor shall not have  any
liability  for any obligations of the Company or any Guarantor under  the
Securities or the Indenture or for any claim based on, in respect  of  or
by  reason  of  such  obligations  or their  creation.   Each  Holder  by
accepting a Security waives and releases all such liability.  The  waiver
and  release  are  part  of the consideration for  the  issuance  of  the
Securities.

14.    Authentication.   This  Security  shall   not   be   valid   until
authenticated by the manual signature of the Trustee or an authenticating
agent.

15.   CUSIP  Numbers.   Pursuant to a recommendation promulgated  by  the
Committee on Uniform Security Identification Procedures, the Company  has
caused CUSIP numbers to be printed on the Securities as a convenience  to
the  Holders  of the Securities.  No representation is made  as  to   the
accuracy of such numbers as printed on the Securities and reliance may be
placed only on the other identification numbers printed thereon.

16.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder  or an assignee, such as:  TEN COM (= tenants in common), TEN  ENT
(=  tenants  by  the entireties), JT TEN (= joint tenants with  right  of
survivorship  and  not  as tenants in common), CUST  (=  Custodian),  and
U/G/M/A (= Uniform Gifts to Minors Act).

17.  Additional Rights of Holders of Transfer Restricted Securities.   In
addition  to  the  rights  provided to Holders of  Securities  under  the
Indenture, Holders of Transfer Restricted Securities shall have  all  the
rights  set forth in the Registration Rights Agreement, dated as  of  the
Issue  Date (the "Registration Rights Agreement"), among the Company  and
the Initial Purchasers.

The  Company will furnish to any Holder upon written request and  without
charge a copy of the Indenture.  Request may be made to:

                R&B Falcon Corporation
                901 Threadneedle
                Houston, Texas 77079
                Attention:  Leighton E. Moss


                FORM OF NOTATION ON SECURITY
                RELATING TO FUTURE GUARANTEES

Each  Guarantor  (which  term  includes any successor  Person  under  the
Indenture), has fully, unconditionally and absolutely guaranteed, to  the
extent  set forth in the Indenture and subject to the provisions  in  the
Indenture, the due and punctual payment of the principal of, and premium,
if  any,  and  interest on the Securities and all other amounts  due  and
payable under the Indenture and the Securities by the Company.
The obligations of the Guarantors to the Holders of Securities and to the
Trustee  pursuant to the Guarantees and the Indenture are  expressly  set
forth in Article IX of the Indenture and reference is hereby made to  the
Indenture for the precise terms of the Guarantees.

                                     [NAMES OF GUARANTORS]
                                     
                                     
                                     By:___________________



                             ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to _____________________________________________

_______________________________________________________________________
     (Insert assignee's social security or tax I.D. number)

_______________________________________________________________________

_______________________________________________________________________
     (Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________________________________ as
agent to transfer this Security on the books of the Company.  The agent
may substitute another to act for him.


Date: ___________________________

Your Signature:_________________________________________________________
         (Sign exactly as your name appears on the face of this Security)

Signature Guarantee:____________________________________________________
       (Participant in a Recognized Signature Guaranty Medallion Program)

In connection with any transfer of any of the Securities evidenced by this
certificate  occurring prior to the expiration of the period  referred  to
in  Rule  144(k)  under  the Securities Act after the later of the date of
original issuance  of  such  Securities  and the last  date,  if  any,  on
which  such Securities  were  owned by the Company or any Affiliate of the
Company,  the  undersigned   confirms  that  such   Securities  are  being
transferred as  specified below:


                           CHECK ONE

(1) [] to the Company or a Subsidiary thereof; or

(2) [] to a "qualified institutional buyer" (as defined in Rule 144A under
       the Securities Act of 1933, as amended) that purchases for its  own
       account or  for  the  account of a qualified institutional buyer to
       whom notice is  given  that such transfer is being made in reliance
       on Rule 144A, in each case pursuant to and in compliance with  Rule
       144A under the Securities Act of 1933, as amended;
or

(3) [] outside  the United States to a "foreign person" in compliance with
       Rule  904  of  Regulation  S  under  the Securities Act of 1933, as
       amended; or

(4) [] pursuant to an effective registration statement under the Securities
       Act of 1933, as amended; or

(5) [] pursuant to an exemption from the registration requirements of  the
       Securities Act of 1933, as amended, provided by Rule 144 thereunder.

and unless  the  box  below  is checked, the undersigned confirms that such
Security  is  not  being  transferred  to  an "affiliate" of the Company as
defined  in  Rule  144  under  the  Securities  Act of 1933, as amended (an
"Affiliate"):


   []  The transferee is an Affiliate of the Company.

Unless  one  of  items  (1)  through (5) above is checked, the Trustee will
refuse to  register  any of the Securities evidenced by this certificate in
the name of any  person other than the registered Holder thereof; provided,
however,  that  if  item (3), or (5) is checked, the Company or the Trustee
may require, prior  to  registering any such transfer of the Securities, in
their  sole  discretion,  such  written   legal  opinions,   certifications
(including an investment  letter) and  other  information as the Trustee or
the Company have reasonably requested to  confirm  that  such  transfer  is
being made pursuant to an exemption from, or in  a  transaction not subject
to, the registration requirements of the Securities Act of 1933, as amended.
If none  of the foregoing items are checked, the Trustee or Registrar shall
not  be obligated to register this Security in the name of any person other
than  the  Holder  hereof  unless  and  until the conditions  to  any  such
transfer  of registration  set  forth  herein  and  in  Section 2.06 of the
Indenture shall  have been satisfied.

                                Signed:_________________________________
                                (Sign exactly as your name appears on the
                                 other side of this Security)
                                
                                
Signature Guarantee:________________________________________



      TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security
for its  own  account or an account with respect to which it exercises sole
investment  discretion  and  that  it  and any such account is a "qualified
institutional  buyer"  within the meaning of Rule 144A under the Securities
Act of  1933,  as  amended  and  is aware that the sale to it is being made
in reliance  on  Rule  144A  and  acknowledges  that  it  has received such
information  regarding  the  Company  as  the  undersigned  has   requested
pursuant to Rule 144A or  has determined  not  to  request such information
and that it is aware that the transferor is relying  upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


Dated:_______________________      ____________________________
                                   Notice:  to be executed by an
                                   executive officer]*


                  SCHEDULE OF EXCHANGES OF SECURITIES*

The  following exchanges, redemptions or repurchases of a part of this  Global
Security have been made:

                Amount of     Amount of      Principal of    Signature of
               decrease in   increase in     Amount Global    authorized
                Principal     Principal        Security        Officer, 
                Amount of     Amount of        following      Trustee or
  Date of        Global        Global        such decrease     Securities
Transaction     Security      Security       (or increase)     Custodian
-----------     --------      --------       -------------     ---------





*This Schedule should be included only if the Security is a Global
 Security.                                       
                                                    

                                                        EXHIBIT C


                     FORM OF SUPPLEMENTAL INDENTURE

Supplemental  Indenture  (this "Supplemental  Indenture"),  dated  as  of
____________ between ____________________, a __________ corporation  (the
"New  Guarantor"),  a  subsidiary of R&B Falcon Corporation,  a  Delaware
corporation (the "Company"), and [____________________], as trustee under
the  indenture referred to below (the "Trustee").  Capitalized terms used
herein and not defined herein shall have the meaning ascribed to them  in
the Indenture (as defined below).

                           W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee
an  indenture  (as  amended  or  supplemented  from  time  to  time,  the
"Indenture"), dated as of December 22, 1998;

WHEREAS,  Section  9.05  of  the Indenture provides  that  under  certain
circumstances  the  Company must cause certain  of  its  subsidiaries  to
execute  and deliver to the Trustee a supplemental indenture pursuant  to
which  such  subsidiaries  shall unconditionally  guarantee  all  of  the
Company's  obligations under the Securities (as defined in the Indenture)
pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS,  pursuant  to  Section 9.05 of the  Indenture,  the  Trustee  is
authorized to execute and deliver this Supplemental Indenture;

NOW, THEREFORE, in consideration of the foregoing and for other good  and
valuable consideration, the receipt of which are hereby acknowledged, the
New  Guarantor and the Trustee mutually covenant and agree for the  equal
and ratable benefit of the Holders of the Securities as follows:

1.   Capitalized Terms.  Capitalized terms used herein without definition
shall have the meanings ascribed to them in the Indenture.

2.     Agreement   to  Guarantee.   The  New  Guarantor   hereby   fully,
unconditionally and absolutely guarantees, jointly and severally with all
other Guarantors, the Company's obligations under the Securities and  the
Indenture  on  the  terms  and subject to the  conditions  set  forth  in
Article  IX  of  the  Indenture and agrees  to  be  bound  by  all  other
applicable provisions of the Indenture.

3.    No  Recourse Against Others.  No past, present or future  director,
officer,  employee, incorporator, shareholder or agent of any  Guarantor,
as  such, shall have any liability for any obligations of the Company  or
any Guarantor under the Securities, any Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect  of,  or  by
reason  of, such obligations or their creation.  Each Holder by accepting
a  Security  waives  and  releases all such liability.   The  waiver  and
release are part of the consideration for issuance of the Securities.

4.    New York Law to Govern.  The internal law of the State of New  York
shall govern and be used to construe this Supplemental Indenture.

5.    Counterparts.  The parties may sign any number of  copies  of  this
Supplemental Indenture.  Each signed copy shall be an original,  but  all
of them together represent the same agreement.

6.   Effect of Headings.  The Section headings herein are for convenience
only and shall not affect the construction hereof.

7.    The  Trustee.  The Trustee shall not be responsible in  any  manner
whatsoever  for  or  in respect of the validity or  sufficiency  of  this
Supplemental  Indenture or for or in respect of the  correctness  of  the
recitals of fact contained herein, all of which recitals are made  solely
by the New Guarantor.

IN  WITNESS  WHEREOF,  the parties hereto have caused  this  Supplemental
Indenture  to  be duly executed and attested, all as of  the  date  first
above written.


Dated:    __________________         [Name of New Subsidiary Guarantor]


                                     By:________________________
                                          Name:
                                          Title:

Dated:  __________________           [_______________________________ ]
                                          as Trustee
                                     
                                     
                                     By:________________________
                                          Name:
                                          Title:
_______________________________