EXHIBIT 10.68

                  AFFILIATE LETTER FOR AFFILIATES OF R&B


R&B Falcon Corporation
1900 West Loop South
Suite 1800
Houston, Texas  77027

Falcon Drilling Company, Inc.
1900 West Loop South
Suite 1800
Houston, Texas  77027

Reading & Bates Corporation
901 Threadneedle
Suite 2000
Houston, Texas  77079

Ladies and Gentlemen:

     I have been advised that as of the date of this letter I may be deemed
to be an "affiliate" of Reading & Bates Corporation, a Delaware corporation
("R&B"),  as the term "affiliate" is (i) defined for purposes of paragraphs
(c)  and  (d)  of  Rule 145 of the rules and regulations  (the  "Rules  and
Regulations")  of the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), and/or (ii)  used
in  and for purposes of Accounting Series Releases No. 130 and No. 135,  as
amended,  of  the Commission.  Pursuant to the terms of the  Agreement  and
Plan  of Merger, dated as of July 10, 1997 (the "Merger Agreement"),  among
R&B  Falcon Corporation, a Delaware corporation ("Parent"), FDC Acquisition
Corp.,  a Delaware corporation ("SubF"), Reading & Bates Acquisition Corp.,
a  Delaware corporation ("SubR"), Falcon Drilling Company, Inc., a Delaware
corporation  ("FDC"), and R&B, pursuant to which (i) SubR  will  be  merged
with  and  into R&B, with R&B continuing as the surviving corporation  (the
"R&B  Merger"),  (ii)  SubF will be merged with  and  into  FDC,  with  FDC
continuing as the surviving corporation (the "FDC Merger" and together with
the R&B Merger, the "Mergers"), and (iii) each of FDC and R&B will become a
subsidiary  of Parent and stockholders of each of FDC and R&B  will  become
stockholders  of  Parent.  Capitalized terms used in  this  letter  without
definition  shall  have  the  meanings  assigned  to  them  in  the  Merger
Agreement.

      As  a result of the R&B Merger, I may receive shares of common stock,
par  value $.01 per share, of Parent (the "Parent Common Stock").  I  would
receive  such  Parent  Stock in exchange for shares (or  upon  exercise  of
options  for shares) owned by me of common stock, par value $.01 per  share
of R&B (the "R&B Common Stock").

1.    I  hereby represent, warrant and covenant to Parent, FDC and R&B that
in the event I receive any shares of Parent Common Stock as a result of the
R&B Merger:

A.    I  shall  not  make  any  offer,  sale,  pledge,  transfer  or  other
disposition of the shares of Parent Common Stock in violation of the Act or
the Rules and Regulations.

B.    I  have  carefully  read  this letter and the  Merger  Agreement  and
discussed   the  requirements  of  such  documents  and  other   applicable
limitations upon my ability to sell, transfer or otherwise dispose  of  the
shares  of  Parent  Common Stock, to the extent I felt necessary,  with  my
counsel or counsel for R&B.

C.    I have been advised that the issuance of the shares of Parent Common
Stock to me pursuant to the  R&B  Merger  has  been  registered  with  the
Commission under the Act on a Registration Statement on Form S-4. However,
I have also been advised that, because at the time the Merger is submitted
for  a  vote  of  the stockholders of R&B, (a) I may be deemed  to  be  an
affiliate  of R&B and (b) the distribution by me of the shares  of  Parent
Common  Stock  has  not been registered under the Act,  I  may  not  sell,
transfer or otherwise dispose of the shares of Parent Common Stock  issued
to me in the R&B Merger unless (i) such sale, transfer or other disposition
is  made  in conformity with the volume and other limitations of Rule  145
promulgated  by the Commission under the Act, (ii) such sale, transfer  or
other disposition has been registered under the Act or (iii) in the opinion
of  counsel  reasonably  acceptable to Parent, or  a  "no  action"  letter
obtained  by the undersigned from the staff of the Commission  such  sale,
transfer or other disposition is otherwise exempt from registration  under
the Act.

D.    I  understand  that except as provided for in the Merger  Agreement,
Parent  is  under  no obligation to register the sale, transfer  or  other
disposition  of the Parent Stock by me or on my behalf under the  Act  or,
except  as  provided  in paragraph 2(A) below, to take  any  other  action
necessary  in  order  to  make  compliance with  an  exemption  from  such
registration available.

E.    I  also understand that stop transfer instructions will be given  to
R&B's  transfer  agent  with respect to the shares  of  R&B  Common  Stock
currently  held and to Parent's transfer agent with respect to the  shares
of  Parent Common Stock issued to me in the R&B Merger, and there will  be
placed  on  the  certificates for such shares of Parent  Common  Stock,  a
legend stating in substance:

        "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
   TRANSACTION  TO  WHICH RULE 145 PROMULGATED UNDER THE  SECURITIES
   ACT  OF 1933 APPLIES.  THE SHARES REPRESENTED BY THIS CERTIFICATE
   MAY  ONLY  BE  TRANSFERRED IN ACCORDANCE WITH  THE  TERMS  OF  AN
   AGREEMENT  DATED  [        ], 1997 BETWEEN THE REGISTERED  HOLDER
   HEREOF,   FALCON   DRILLING  COMPANY,  INC.,  READING   &   BATED
   CORPORATION  AND  R&B  FALCON  CORPORATION,  A  COPY   OF   WHICH
   AGREEMENT  IS  ON  FILE AT THE PRINCIPAL OFFICES  OF  R&B  FALCON
   CORPORATION."

F.    I  also  understand  that  unless a sale  or  transfer  is  made  in
conformity  with the provisions of Rule 145, or pursuant to a registration
statement,  Parent reserves the right to put the following legend  on  the
certificates issued to my transferee:

         "THE  SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT  BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND WERE  ACQUIRED
     FROM  A  PERSON  WHO RECEIVED SUCH SHARES IN A  TRANSACTION  TO
     WHICH  RULE  145 PROMULGATED UNDER THE SECURITIES ACT  OF  1933
     APPLIES.  THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT  WITH
     A  VIEW  TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION
     THEREOF  WITHIN THE MEANING OF THE SECURITIES ACT OF  1933  AND
     MAY  NOT  BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED  EXCEPT  IN
     ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
     OF THE SECURITIES ACT OF 1933."

G.   I further represent to, and covenant with Parent, FDC and R&B that  I
will  not, during the 30 days prior to the Effective Time, sell,  transfer
or  otherwise  dispose of or reduce my risk (as contemplated  by  the  SEC
Accounting  Series Release No. 135) with respect to shares of  R&B  Common
Stock that I may hold and, furthermore, that I will not sell, transfer  or
otherwise  dispose of or reduce my risk (as contemplated by SEC Accounting
Series Release No. 135) with respect to the shares of Parent Common  Stock
received by me in the R&B Merger or any other shares of the capital  stock
of  Parent until after such time as results covering at least 30  days  of
operations  of  Parent have been published by Parent, in  the  form  of  a
quarterly earnings report, an effective registration statement filed  with
the  Commission, a report to the Commission on Form 10-K, 10-Q or 8-K,  or
any  other  public  filing  or announcement which  includes  the  combined
results of operations of FDC and R&B (the period commencing 30 days  prior
to  the Effective Time and ending on the date of the publication of  post-
Mergers  financial results is referred to herein as the "Pooling Period").
Parent  shall notify the "affiliates" of the publication of such  results.
Notwithstanding the foregoing, I understand that during the aforementioned
period,  subject  to providing written notice to Parent,  I  will  not  be
prohibited  from  selling up to 10% of the shares of Parent  Common  Stock
(the  "10% Shares") received by me or the shares of R&B Common Stock owned
by  me or making charitable contributions or bona fide gifts of the shares
of  Parent  Common Stock received by me or the shares of R&B Common  Stock
owned  by  me, subject to the same restrictions.  The 10% Shares shall  be
calculated  in accordance with SEC Accounting Series Release  No.  135  as
amended by Staff Accounting Bulletin No. 76.  I covenant with Parent  that
I  will  not sell, transfer or otherwise dispose of any 10% Shares  during
the  period commencing from the Effective Time and ending on the last  day
of  the Pooling period except in compliance with Rule 145(d)(i) under  the
Act or pursuant to charitable contributions or bona fide gifts.

H.    Execution of this letter should not be considered an admission on my
part  that  I am an "affiliate" of R&B as described in the first paragraph
of  this letter, nor as a waiver of any rights I may have to object to any
claim that I am such an affiliate on or after the date of this letter.

2.    By Parent's acceptance of this letter, Parent hereby agrees with  me
as follows:

A.    For so long as and to the extent necessary to permit me to sell  the
shares  of  Parent Common Stock pursuant to Rule 145 and,  to  the  extent
applicable,  Rule 144 under the Act, Parent shall (a) use  its  reasonable
best efforts to (i) file, on a timely basis, all reports and data required
to  be  filed  with  the Commission by it pursuant to Section  13  of  the
Securities Exchange Act of 1934, as amended, and (ii) furnish to  me  upon
request  a  written statement as to whether Parent has complied with  such
reporting requirements during the 12 months preceding any proposed sale of
the  shares of Parent Common Stock by me under Rule 145, and (b) otherwise
use  its reasonable efforts to permit such sales pursuant to Rule 145  and
Rule 144.

B.    It  is understood and agreed that certificates with the legends  set
forth  in  paragraphs  E and F above will be substituted  by  delivery  of
certificates  without such legend if (i) one year shall have elapsed  from
the  date  the undersigned acquired the Parent Stock received in  the  R&B
Merger  and  the  provisions of Rule 145(d)(2) are then available  to  the
undersigned,  (ii)  two  years  shall  have  elapsed  from  the  date  the
undersigned acquired the shared of Parent Common Stock received in the R&B
Merger  and  the provisions of Rule 145(d)(3) are then applicable  to  the
undersigned,  or (iii) Parent has received either an opinion  of  counsel,
which  opinion  and counsel shall be reasonably satisfactory  to  FDC  and
Parent, or a "no-action" letter obtained by the undersigned from the staff
of the commission, to the effect that the restrictions imposed by Rule 144
and Rule 145 under the Act no longer apply to the undersigned.

                                             Very truly yours,


                                             ______________________
                                             Name:  A. L. Chavkin



     Agreed and accepted this ___ day
     of _________, 1997 by

     R&B FALCON CORPORATION


     By:____________________________
       Name:
       Title:

     READING & BATES CORPORATION


     By:____________________________
       Name:
       Title:


     FALCON DRILLING COMPANY, INC.


     By:____________________________
       Name:
       Title: