EXHIBIT 10.61


EMPLOYEE: BERNIE W. STEWART


Date: As of April 15, 1996
Number of Shares Subject to Option: 75,000


                          FALCON DRILLING COMPANY, INC.

                             STOCK OPTION AGREEMENT


     I.   Nonqualified Stock Option

          1.     Grant  of  Nonqualified  Stock  Option.   Pursuant  to   the
provisions of the Falcon Drilling Company, Inc. 1995 Stock Option  Plan  (the
"Plan"),  the Company hereby grants to the Participant, subject to the  terms
and  conditions  of the Plan and subject further to the terms and  conditions
herein set forth, the option ("NQSO") to purchase 75,000 shares of Stock,  at
a  purchase  price  of  $19.44 per share, such NQSO  to  be  exercisable  and
exercised as hereinafter provided.

          2.    Exercise  of  NQSO.   Subject to  the  other  terms  of  this
Agreement  regarding  the  exercisability of this  NQSO,  this  NQSO  may  be
exercised in accordance with the following:

                                        This NQSO Shall be Exercisable
                                        with Respect to the Following
       On or After this Date            Cumulative Number of Shares
            4/15/97                                15,000
            4/15/98                                15,000
            4/15/99                                15,000
            4/15/2000                              15,000
            4/15/2001                              15,000

This NQSO may be exercised, to the extent exercisable by its terms, from time
to time in whole or in part at any time prior to the expiration thereof.  Any
exercise  shall be accompanied by a written notice to the Company  specifying
the number of shares as to which this NQSO is being exercised.

     II.  General Terms and Conditions

          1.    Payment of Purchase Price Upon Exercise.  At the time of  any
exercise of any NQSO, the purchase of the shares as to which any such  option
shall  be  exercised shall be paid in full to the Company in cash,  provided,
that with the consent of the Company and in accordance with the Plan, some or
all  of  the purchase price may be in the form of Stock already owned by  the
Participant or other consideration (including the relinquishment of a portion
of the NQSO).

          2.    Expiration Date. This Option shall expire ten years from  the
date indicated above.

          3.    Exercise in the Event of Death, Disability, or Termination of
Employment.  (i)   If the Participant's employment terminates because of  (a)
involuntary termination of employment by the Participating Company other than
for  cause,  as  determined  by  the Board in its  sole  discretion,  or  (b)
retirement  in accordance with the terms and conditions of a retirement  plan
adopted by the Participating Company; he or she may exercise his or her  NQSO
to the extent that he or she shall have been entitled to do so at the date of
the  termination of his or her employment, at any time, or from time to time,
within  three  months  after  the  date of the  termination  of  his  or  her
employment  or  within  such  other period, and subject  to  such  terms  and
conditions  as  the Committee may specify, but not later than the  expiration
date specified in Section II.2.

          (ii)   If the Participant dies while an Employee of a Participating
Company,  his or her ISO may be exercised, to the extent that the Participant
shall  have  been entitled to do so on the date of his or her death  or  such
termination   of  employment,  by  his  or  her  Beneficiary  including,   if
applicable, his or her executors or administrators, at any time, or from time
to  time,  within three months after the date of the Participant's  death  or
within  such  other period, and subject to such terms and conditions  as  the
Committee  may  specify, but no later than the expiration date  specified  in
Section II.2.

          (iii)   If the Participant's employment by a Participating  Company
terminates because of his or her Total Disability, he or she may exercise his
or  her NQSO, to the extent that he or she shall have been entitled to do  so
at the date of the termination of his or her employment, at any time, or from
time to time, within one year after the date of the termination of his or her
employment  or  within  such  other period, and subject  to  such  terms  and
conditions  as  the Committee may specify, but not later than the  expiration
date specified in Section II.2.

          4.    Nontransferability.  No NQSO shall be transferable other than
by  will  or by the laws of descent and distribution. During the lifetime  of
the Participant, any NQSO shall be exercisable only by the Participant or, in
the  event  of  the  Disability  of the Participant,  a  legally  constituted
representative of the Participant.

          5.    Adjustments.   Subject to Section 9(b) of the  Plan,  if  the
outstanding  shares  of  Stock of the Company are  increased,  decreased,  or
exchanged for a different number or kind of shares or other securities, or if
additional  shares  or  new  or  different shares  or  other  securities  are
distributed with respect to such shares of Stock or other securities, through
merger,  consolidation, sale of all or substantially all of the  property  of
the   Company,  reorganization,  recapitalization,  reclassification,   stock
dividend, stock split, reverse stock split or other distribution with respect
to such shares of Stock or other securities, an appropriate and proportionate
adjustment  shall  be  made in (i) the number and kind  of  shares  or  other
securities  subject to the outstanding Options, and (ii) the price  for  each
share  or  other unit of any other securities subject to outstanding  Options
without  change  in the aggregate purchase price or value as  to  which  such
Options remain exercisable or subject to restrictions.  Any adjustment  under
this  Section II.5 will be made by the Board, whose determination as to  what
adjustments  will be made and the extent thereof will be final,  binding  and
conclusive.  No fractional interests will be issued under the Plan  resulting
from  any such adjustment.  Any adjustment so made shall be final and binding
upon the Participant and his or her Beneficiary.

          6.    No  Rights  as Stockholder.  The Participant  shall  have  no
rights  as a stockholder with respect to any shares of Stock subject  to  any
NQSO  prior  to  the  date  of issuance to him or her  of  a  certificate  or
certificates for such shares.

          7.    No  Right to Continued Employment.  This Agreement shall  not
confer  upon  the  Participant  any right  with  respect  to  continuance  of
employment  by any Participating Company nor shall it interfere  in  any  way
with  the  right  of  any  Participating Company  to  terminate  his  or  her
employment at any time.

          8.    Compliance with Law and Regulations.  This Agreement and  the
obligation of the Company to sell and deliver shares of Stock hereunder shall
be  subject  to all applicable federal and state laws, rules and  regulations
and to such approvals by any government or regulatory agency as the Committee
shall  determine are required.  If at any time the Committee shall  determine
that  (i)  the listing, registration or qualification of the shares of  Stock
subject or related thereto upon any securities exchange or under any state or
federal  law, or (ii) the consent or approval of any government or regulatory
body, or (iii) an agreement by the recipient of an award with respect to  the
disposition of shares of Stock is necessary or desirable as a condition of or
in  connection with the issue or purchase of shares of Stock hereunder,  such
Option  may  not  be  exercised  in whole or in  part  unless  such  listing,
registration, qualification, consent, approval or agreement shall  have  been
effected  or obtained free of any conditions not acceptable to the Committee.
Moreover,  a  NQSO  may not be exercised if its exercise or  the  receipt  of
shares of Stock pursuant thereto would be contrary to applicable law.

          9.    Tax  Withholding Requirements.  The Company  shall  have  the
right to require the Participant to remit to the Company an amount sufficient
to  satisfy any federal, state or local withholding tax requirements prior to
the delivery of any certificate or certificates for Stock.

          10.   Investment  Representation.  The Committee  may  require  the
Participant to furnish to the Company, prior to the issuance of any shares of
Stock upon the exercise of all or any part of any NQSO, an agreement (in such
form  as the Committee may specify) in which the Participant represents  that
the  shares  acquired by him upon exercise are being acquired for  investment
and not with a view to the sale or distribution thereof.

     III. Miscellaneous

          1.     Participant   Bound   by  Plan.   The   Participant   hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all  the
terms and provisions thereof.  All capitalized terms not defined herein shall
have the same meaning as defined under the Plan.

          2.    Notices.   Any  notice  hereunder to  the  Company  shall  be
addressed  to  it at its office, 1900 West Loop South, Suite  1910,  Houston,
Texas 77027, Attention: Chairman, and any notice hereunder to the Participant
shall  be addressed to him or her at subject to the right of either party  to
designate at any time hereafter in writing some other address.

          3.    Counterparts.  This Agreement may be executed in one or  more
counterparts, each of which shall constitute one and the same instrument.

          IN  WITNESS WHEREOF, Falcon Drilling Company, Inc. has caused  this
Agreement to be executed by a duly authorized officer and the Participant has
executed  this  Agreement  both as of the 28th  day  of  October,  1996,  but
effective as of the day and year first above written.

                              FALCON DRILLING COMPANY, INC.

                              By:__________________________
                                 Name:  Steven A. Webster
                                 Title:    Chairman and CEO
______________________  (L.S.)
Participant
Bernie W. Stewart