EXHIBIT 3.2

                  AMENDED AND RESTATED BYLAWS

                              OF

                    R&B FALCON CORPORATION

                  AMENDED AND RESTATED BYLAWS

                              OF

                    R&B FALCON CORPORATION
            (hereinafter called the "Corporation")

                          ARTICLE 1.

                   MEETINGS OF STOCKHOLDERS

     SECTION 1.1.  Annual Meeting.  A meeting of stockholders shall be held
annually  for the election of directors and the transaction of  such  other
business  as is related to the purpose or purposes set forth in the  notice
of  meeting on such date and at such time as may be fixed from time to time
by  the  Board of Directors; or if no date and time are so fixed, at  10:00
a.m. on the third Wednesday in May in each and every year, unless such  day
shall fall on a legal holiday, in which case such meeting shall be held  on
the next succeeding business day, at such time as may be fixed by the Board
of Directors.

     Any  business to be conducted at an annual meeting, including, without
limitation, any nomination for election to the Board of Directors, must  be
(a)  specified in the notice of meeting given by or at the direction of the
Board  of  Directors; (b) brought before the annual meeting by  or  at  the
direction  of  the  chair  of the meeting, the Board  of  Directors,  or  a
committee  thereof; or (c) brought before the annual meeting, in compliance
with the notice procedures set forth in this section, by any stockholder of
the  Corporation who is a stockholder of record on the record date for  the
determination of stockholders entitled to vote at such meeting.

     A  stockholder intending to nominate a candidate for election  to  the
Board  of Directors or to bring any other business before an annual meeting
must   give  timely  written  notice  thereof  to  the  secretary  of   the
Corporation.  In  order  to  be  timely, a  stockholder's  notice  must  be
delivered  to or mailed and received at the principal executive offices  of
the  Corporation, not less than 60 days nor more than 90 days prior to  the
anniversary   date   of  the  immediately  preceding  annual   meeting   of
stockholders; provided, however, that in the event that the annual  meeting
is  called  for a date that is not within the 30 days before or after  such
anniversary date, notice by the stockholder in order to be timely  must  be
so  received not later than the close of business on the 15th day following
the  day on which such notice of the date of the annual meeting was  mailed
or  such  public disclosure of the date of the meeting was made,  whichever
first occurs.

A stockholder's notice to the secretary shall set forth:

     (a)   as  to each nominee for election or reelection to the  Board  of
Directors,  (i)  that person's consent to such nomination, (ii)  the  name,
age,  business address and residence address of the proposed nominee, (iii)
the  principal occupation or employment of the proposed nominee,  (iv)  the
class  and  number  of  shares  of  stock  of  the  Corporation  which  are
beneficially owned by the proposed nominee;

     (b)   as to each matter of any other business, (i) a brief description
of  the  business desired to be brought before the annual meeting and  (ii)
the reasons for conducting such business at the annual meeting; and

     (c)   as  to  the stockholder proposing any such nomination  or  other
business,  (i)  the  name and record address of the stockholder,  (ii)  the
class  and number of shares of the Corporation which are beneficially owned
by   the   stockholder,  (iii)  a  description  of  all   arrangements   or
understandings  between such stockholder and any other  person  or  persons
(including their names) in connection with the proposal of such business by
such  stockholder  and  any material interest of the  stockholder  in  such
nomination  or  business, and (iv) a representation that  such  stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

     The Corporation may require any proposed nominee to furnish such other
information  as may reasonably be required by the Corporation to  determine
the  eligibility  of  such proposed nominee to serve  as  director  of  the
Corporation.  No person shall be eligible for election as a director of the
Corporation  unless nominated in accordance with the procedures  set  forth
herein.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the nomination was not made in accordance  with
the foregoing procedure, and if he should so determine, shall so declare to
the meeting and the nomination shall be disregarded.

     SECTION 1.2.  Special Meetings.  Special meetings of the stockholders,
for  any purpose or purposes, unless otherwise prescribed by law or by  the
Certificate  of Incorporation, may be called by the Chairman or  the  Chief
Executive  Officer  (or,  if  there  is no  Chief  Executive  Officer,  the
President)  and  shall be called by the Chairman, Chief Executive  Officer,
the  President, or Secretary at the request in writing of a Majority of the
Board  (as  defined  herein).   Such request shall  state  the  purpose  or
purposes of the proposed meeting.

   SECTION 1.3.  Place of Meetings.  Meetings of stockholders shall be held
at  such  place as may be designated by the Board of Directors (or  by  the
Chief  Executive Officer, in the absence of a designation by the  Board  of
Directors).

     SECTION 1.4.  Notice of Meeting; Adjourned Meetings.  Notice  of  each
meeting  of  stockholders shall be given in accordance  with  the  Delaware
General Corporation Law ("GCL").

     SECTION 1.5.  Quorum.  Except as otherwise provided by law or  in  the
Certificate  of  Incorporation, at any meeting  of  the  stockholders,  the
presence, in person or by proxy, of the holders of a majority of the shares
entitled  to vote thereat shall constitute a quorum for the transaction  of
any  business.  When a quorum is once present to organize a meeting, it  is
not   broken  by  the  subsequent  withdrawal  of  any  stockholders.   The
stockholders  present  may adjourn the meeting despite  the  absence  of  a
quorum.

     SECTION  1.6.   Proxies.   Subject to applicable  law,  the  Board  of
Directors may impose such restrictions and requirements on the validity and
use of proxies as it deems appropriate.  Any restriction or requirement  so
imposed shall be set forth in the notice of any meeting to which it may  be
applicable.

     SECTION  1.7.  Voting.  Except as otherwise required by law, directors
shall  be  elected  by  a  plurality of the votes  cast  at  a  meeting  of
stockholders  by  the holders of shares entitled to vote in  the  election.
The  directors who are to be elected at the annual meeting of  stockholders
shall  be  elected  by ballot by the holders of shares  entitled  to  vote.
Whenever any corporate action, other than the election of directors, is  to
be  taken  by  vote of the stockholders at a meeting, it shall,  except  as
otherwise  required  by  law, the Certificate  of  Incorporation  or  these
Bylaws, be authorized by a majority of the votes cast thereat, in person or
by   proxy.    Except   as  otherwise  provided  in  the   Certificate   of
Incorporation, every stockholder of record shall be entitled to one vote on
each  matter submitted to vote at a meeting of stockholders for every share
standing in his name on the record of stockholders.

     SECTION  1.8.   Conduct  of Stockholders Meetings.   Each  meeting  of
stockholders  shall be presided over by such person as shall be  designated
by  the  Board  of Directors.  If the Board fails to make such designation,
the  meeting shall be presided over by the Chief Executive Officer,  or  in
his  absence,  the next highest ranking officer of the Corporation  who  is
able  to  attend  such meeting.  The person presiding over any  meeting  of
stockholders  shall  have  the power, without the  need  for  any  vote  of
stockholders, to adjourn such meeting for any reason.

                           ARTICLE 2.

                      BOARD OF DIRECTORS

     SECTION  2.1.   Power  of  Board.  The business  and  affairs  of  the
Corporation  shall be managed by or under the direction  of  the  Board  of
Directors.

      SECTION   2.2.   Number  of  Directors.   The  number  of   directors
constituting  the whole Board of Directors shall be such  number  not  less
than  one (1) nor more than fifteen (15) which is authorized from  time  to
time exclusively by the Board of Directors pursuant to a resolution adopted
by  a majority of the total number of authorized directors, whether or  not
there  exists  any  vacancies  in previously  authorized  directorships  (a
"Majority of the Board").  The Board of Directors will initially consist of
ten  (10) directors.  No decrease in the number of directors shall  shorten
the term of any incumbent director.

    SECTION 2.3.  Citizenship Requirements.  No more than a minority of the
Corporation's directors necessary to constitute a quorum of  the  Board  of
Directors may be non-United States citizens, within the meaning of  Section
2  of  the Shipping Act of 1916, as amended, and as may be further  amended
from  time  to  time, and the rules and regulations promulgated  thereunder
(the "Shipping Act").

    SECTION 2.4.  Resignations.  Any director of the Corporation may resign
at  any  time  by  giving  written notice to the Board  of  Directors,  the
Chairman  of the Board, the Chief Executive Officer, the President  or  the
Secretary  of the Corporation.  Such resignation shall take effect  at  the
time  specified  therein;  and  unless  otherwise  specified  therein   the
acceptance of such resignation shall not be necessary to make it effective.

    SECTION 2.5.  Newly Created Directorships and Vacancies.  Vacancies and
newly  created directorships shall be filled in the manner provided by  the
Certificate of Incorporation.

   SECTION 2.6.  Executive and Other Committees of Directors.  The Board of
Directors, by resolution adopted by a Majority of the Board, may  designate
from among its members an executive committee and other committees to serve
at  the pleasure of the Board of Directors, each consisting of one or  more
directors,  and  each of which, to the extent provided in  the  resolution,
shall  have all the authority of the Board to the fullest extent authorized
by  law,  including  the power or authority to declare  a  dividend  or  to
authorize the issuance of stock.  The Board of Directors may designate  one
or  more  directors  as alternate members of any such  committee,  who  may
replace any absent or disqualified member or members at any meeting of such
committee.

    SECTION 2.7.  Compensation of Directors.  The Board of Directors  shall
have  authority  to fix the compensation of directors for services  in  any
capacity, or to allow a fixed sum plus expenses, if any, for attendance  at
meetings of the Board or of committees designated thereby.

                           ARTICLE 3.

                     MEETINGS OF THE BOARD

      SECTION  3.1.  Regular Meetings.  Regular meetings of  the  Board  of
Directors  may be held without notice at such times and places,  within  or
without the State of Delaware or the United States of America, as may  from
time to time be fixed by the Board.

      SECTION 3.2.  Special Meetings; Notice; Waiver.  Special meetings  of
the  Board  of  Directors  may be held at any time  and  place,  within  or
without  the  State of Delaware or the United States of America,  upon  the
call  of  the  Chairman  of the Board, the Chief Executive  Officer,  or  a
Majority  of the Board.  Notice of a special meeting need not be  given  to
any  director who submits a signed waiver of notice whether before or after
the  meeting, or who attends the meeting without protesting, prior  thereto
or  at its commencement, the lack of notice to him.  A notice, or waiver of
notice, need not specify the purpose of any special meeting of the Board of
Directors.

      SECTION  3.3.   Adjournment.  A majority of  the  directors  present,
whether or not a quorum is present, may adjourn any meeting to another time
and place.

                           ARTICLE 4.

                           OFFICERS

      SECTION 4.1.  Officers.  The following shall be the officers  of  the
Corporation:   one Chairman of the Board of Directors, one Chief  Executive
Officer,  one  President, one Chief Financial Officer, one Chief  Operating
Officer, one or more Vice Presidents, one or more Secretaries, one or more
Assistant  Secretaries, one or more Treasurers, and one or  more  Assistant
Treasurers.   The  Board of Directors may from time to time  may  elect  or
appoint  such other officers as it may determine.  Any two or more  offices
may  be  held by the same person.  The officers shall be appointed  by  the
Board  of Directors.  The Board of Directors may leave any officer position
unfilled for such period it deems appropriate.

      Securities of other corporations held by the Corporation may be voted
by  any  officer designated by the Board and, in the absence  of  any  such
designation, by the Chief Executive Officer, President, any Vice President,
the Secretary or the Treasurer.

      The  Board of Directors may require any officer to give security  for
the faithful performance of his duties.

      SECTION 4.2.  Chairman of the Board.  The Chairman of the Board shall
preside as chairman of all meetings of directors and stockholders and  must
be  a United States citizen.  The Chairman of the Board shall report to the
Board of Directors.

      SECTION  4.3.  Chief Executive Officer.  The Chief Executive  Officer
shall be the chief executive officer of the Corporation with all the rights
and  powers incident to that position and must be a United States  citizen.
The  Chief Executive Officer shall, in the absence of the  chairman of  the
Board,  preside as the chairman of director meetings.  The Chief  Executive
Officer shall report to the Board of Directors.

      SECTION  4.4.  President.  The President (who may also be  the  Chief
Executive  Officer) shall perform all the duties customary to  that  office
with  all  the rights and powers incident to that position and  must  be  a
United States citizen.

      SECTION  4.5.  Chief Financial Officer.  The Chief Financial  Officer
shall be the chief financial officer of the Corporation with all the rights
and powers incident to that position.

      SECTION  4.6.  Chief Operating Officer.  The Chief Operating  Officer
shall be the chief operating officer of the Corporation with all the rights
and powers incident to that position.

      SECTION 4.7.  Vice President.  The Vice Presidents shall perform such
duties  as may be prescribed or assigned to them by the Board of Directors,
the  Chief  Executive  Officer or the President.  In  the  absence  of  the
President, the highest-ranking Vice President shall perform the  duties  of
the  President.  In the event of the refusal or incapacity of the President
to  function as such, the highest-ranking Vice President shall  so  perform
the  duties  of the President; and the order of rank of the Vice Presidents
shall  be  determined by the designated rank of their offices  or,  in  the
absence  of such designation, by seniority in the office of Vice President;
provided that said order or rank may be established otherwise by action  of
the Board of Directors from time to time.

      SECTION 4.8.  Treasurer.  The Treasurer shall perform all the  duties
customary to that office, and shall have the care and custody of the  funds
and  securities  of  the  Corporation.  He shall at  all  reasonable  times
exhibit his books and accounts to any director upon application, and  shall
give  such  bond or bonds for the faithful performance of his  duties  with
such  surety  or sureties as the Board of Directors from time to  time  may
determine.

      SECTION 4.9.  Secretary.  The Secretary shall act as secretary of the
Corporation  and  shall keep the minutes of the meetings of  the  Board  of
Directors  and  of  the stockholders, and perform all of the  other  duties
usual to that office.

      SECTION  4.10.   Assistant  Treasurer and Assistant  Secretary.   Any
Assistant Treasurer or Assistant Secretary shall perform such duties as may
be prescribed or assigned to him by the Board of Directors, the Chairman of
the  Board,  the  Chief Executive Officer or the President.   An  Assistant
Treasurer shall give such bond or bonds for the faithful performance of his
duties with such surety or sureties as the Board of Directors from time  to
time may determine.

SECTION 4.11.  Term of Office; Removal.  Each officer shall hold office for
such  term as may be prescribed by the Board and may be removed at any time
by  the  Board  with or without cause.  The removal of an  officer  without
cause  shall be without prejudice to his contract rights, if any.   If  the
office  of any officer becomes vacant for any reason, the vacancy shall  be
filled  by  a  Majority of the Board.  The election or  appointment  of  an
officer shall not of itself create contract rights.

      SECTION 4.12.  Compensation.  The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

                           ARTICLE 5.

                     CERTIFICATES OF STOCK

      SECTION  5.1.   Form  of  Stock  Certificates.   The  shares  of  the
Corporation shall be represented by certificates, in such form as the Board
of  Directors  may  from  time to time prescribe.  The  signatures  of  the
officers  upon  a  certificate  may be facsimiles  if  the  certificate  is
countersigned by a transfer agent or registered by a registrar  other  than
the Corporation or its employees.  In case any such officer, transfer agent
or  registrar who has signed or whose facsimile signature has  been  placed
upon a certificate shall have ceased to be such officer, transfer agent  or
registrar  before  such certificate is issued, it  may  be  issued  by  the
Corporation with the same effect as if he or it were such officer, transfer
agent   or  registrar,  as  the  case  may  be,  at  the  date  of   issue.
Notwithstanding  the foregoing, to the extent permitted by applicable  law,
the  Board of Directors may (i) dispense with the requirement that  any  or
all  shares  of  the  Corporation be represented by certificates  and  (ii)
provide  that  shares be evidenced in such form as the Board  of  Directors
deems appropriate.

      SECTION  5.2.   Lost  Certificates.  In  case  of  the  loss,  theft,
mutilation  or destruction of a stock certificate, a duplicate  certificate
will be issued by the Corporation upon notification thereof and receipt  of
such proper indemnity as shall be prescribed by the Board of Directors.

      SECTION 5.3.  Transfer of Stock.  Transfers of shares of stock  shall
be  made  upon  the  books of the Corporation by the registered  holder  in
person or by duly authorized attorney, upon surrender of the certificate or
certificates for such shares properly endorsed.

      SECTION  5.4.  Registered Stockholders.  Except as otherwise provided
by  law, the Corporation shall be entitled to recognize the exclusive right
of  a  person  registered on its books as the owner of  shares  to  receive
dividends  or other distributions and to vote as such owner,  and  to  hold
such  person  liable for calls and assessments, and shall not be  bound  to
recognize  any  equitable or legal claim to or interest in  such  share  or
shares on the part of any other person.

                           ARTICLE 6.

                         INDEMNIFICATION

     SECTION 6.1.  Indemnification.  The Corporation shall indemnify to the
fullest  extent  authorized or permitted by law (as  now  or  hereafter  in
effect)  any person made, or threatened to be made, a party to or otherwise
involved  in  any  action  or  proceeding (whether  civil  or  criminal  or
otherwise) by reason of the fact that he, his testator or intestate, is  or
was  a director or officer of the Corporation or by reason of the fact that
such  director  or officer, at the request of the Corporation,  is  or  was
serving  any other corporation, partnership, joint venture, trust, employee
benefit  plan  or  other  enterprise, in any capacity.   Nothing  contained
herein shall affect any rights to indemnification to which employees  other
than directors and officers may be entitled by law.  No amendment or repeal
of  this  Section  6.1 shall apply to or have any effect on  any  right  to
indemnification  provided hereunder with respect to any acts  or  omissions
occurring prior to such amendment or repeal.

     SECTION 6.2.  Insurance, Indemnification Agreements and Other Matters.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or
is  serving  at  the  request of the Corporation as  a  director,  officer,
employee  or  agent  of  another corporation, partnership,  joint  venture,
trust,  employee  benefit plan or other enterprise  against  any  liability
asserted  against him and incurred by him in any such capacity, or  arising
out  of  his status as such, whether or not the Corporation would have  the
power  to indemnify him against such liability under the provisions of  the
law.   The  Corporation may create a trust fund, grant a security  interest
and/or  use other means (including, without limitation, letters of  credit,
surety  bonds  and/or other similar arrangements), as well  as  enter  into
contracts providing for indemnifi
cation  to  the fullest extent authorized or permitted by law and including
as  part thereof any or all of the foregoing, to ensure the payment of such
sums as may become necessary to effect full indemnification.

      SECTION  6.3.  Advancement of Expenses.  In furtherance  and  not  in
limitation of the foregoing provisions, all reasonable expenses incurred by
or  on  behalf of any person entitled to indemnification by the Corporation
pursuant  to  this  Article VI shall be advanced  to  such  person  by  the
Corporation within 20 calendar days after the receipt by the Corporation of
a  statement  or  statements from such person requesting  such  advance  or
advances from time to time, whether prior to or after final disposition  of
the action or proceeding giving rise to the right of indemnification.  Such
statement or statements shall reasonably evidence the expenses incurred  by
the  indemnitee and, if required by law at the time of such advance,  shall
include  or  be  accompanied by an undertaking by  or  on  behalf  of  such
indemnitee  to  repay  the  amounts advanced if  it  should  ultimately  be
determined  that such indemnitee is not entitled to be indemnified  against
such expenses pursuant to this Article VI.

     SECTION 6.4.  Nonexclusivity.  The rights to indemnification conferred
in  this  Article  VI shall not be exclusive of any other right  which  any
person may have or hereafter acquire under any statute, the Certificate  of
Incorporation  of the Corporation, these Bylaws or any agreement,  vote  of
stockholders or directors or otherwise.

                           ARTICLE 7.

                   MISCELLANEOUS PROVISIONS

     SECTION 7.1.  Corporate Seal.  The Corporation shall not have a formal
or official seal unless the Board of Directors so determines.  The
Board of Directors may adopt one or more seals, and may revoke the adoption
of  any  seal.  To the extent any officer deems it appropriate to  expedite
any  action to be taken by the Corporation, such officer may utilize a seal
purporting to be a corporate seal of the corporation.

      SECTION 7.2.  Fiscal Year.  The fiscal year of the Corporation  shall
be  the  twelve months ending December 31 or such other period  as  may  be
prescribed by the Board of Directors.

                           ARTICLE 8.

                          AMENDMENTS

      SECTION 8.1.  Power to Amend.  A Majority of the Board shall have the
power, without the assent or vote of the stockholders, to adopt, amend,  or
repeal  the  Bylaws  of  the Corporation.  Except  as  otherwise  expressly
prescribed  by  law, the stockholders may not adopt, amend, or  repeal  the
Bylaws of the Corporation, except by the affirmative vote of the holders of
66  % or more of the voting power of the then issued and outstanding shares
of  capital  stock of the Corporation entitled to vote for the election  of
directors, considered as one class.