R&B FALCON CORP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

                                                          EXHIBIT 10.4

                        R&B FALCON CORPORATION
                        STOCK OPTION AGREEMENT


     This  Stock  Option  Agreement  ("Agreement")  between R&B Falcon
Corporation, a Delaware corporation ("Company") and Charles Donabedian
("Optionee"),

                              WITNESSETH:

      WHEREAS,  Optionee, being a duly elected or appointed member  of
the  Board of Directors of the Company, is entitled to receive a  non-
qualified  stock option award under the Company's 1999 Director  Long-
Term  Incentive  Plan ("Plan"), as an incentive  to  the  Optionee  to
remain a director of the Company and contribute to the performance  of
the  Company,  on  the  terms and subject to the  conditions  provided
herein;

      NOW THEREFORE, for and in consideration of these premises, it is
hereby agreed as follows:

     1.   The  Option is issued in accordance with and subject to  all
          of  the  terms, conditions and provisions of  the  Plan  and
          administrative  interpretations thereunder,  if  any,  which
          have been adopted by the Committee and are in effect on  the
          date  hereof.   Capitalized terms used  (but  not  otherwise
          defined  herein)  shall have the meanings assigned  to  such
          terms in the Plan.

     2.   On the terms and subject to the conditions contained herein,
          the  Committee  hereby  grants to  the  Optionee  an  option
          ("Option")  for  a term of ten years ending on  January  28,
          2010  ("Option  Period") to purchase from the Company  5,500
          shares ("Option Shares") of the Company's Common Stock, at a
          price equal to $12.656 per share.

     3.   This  Option shall not be exercisable until after  6  months
          immediately following the Effective Date, and thereafter  on
          January  1,  2001  shall be exercisable for  any  number  of
          shares  up to and including, but not in excess of,  100%  of
          the  aggregate  number  of shares subject  to  this  Option,
          provided  the  number  of shares as  to  which  this  Option
          becomes exercisable shall, in each case, be reduced  by  the
          number of shares theretofore purchased pursuant to the terms
          hereof.

     4.   The  Option herein granted may be exercised by the  Optionee
          by  giving  written notice to the Secretary of  the  Company
          setting  forth the number of Option Shares with  respect  to
          which  the option is to be exercised, accompanied by payment
          for   the   shares  to  be  purchased  and  any  appropriate
          withholding taxes, and specifying the address to  which  the
          certificate for such shares is to be mailed.  Payment  shall
          be  by  means of cash, certified check, bank draft or postal
          money  order  payable  to  the order  of  the  Company.   As
          promptly  as  practicable  after  receipt  of  such  written
          notification and payment, the Company shall deliver  to  the
          Optionee  certificates for the number of Option Shares  with
          respect to which such option has been so exercised.

     5.   Optionee may pay for any Option Shares with respect to which
          the  Option herein granted is exercised by tendering to  the
          Company  other  shares of Common Stock at the  time  of  the
          exercise  or  partial  exercise  hereof.   The  certificates
          representing  such  other shares of  Common  Stock  must  be
          accompanied  by  a stock power duly executed with  signature
          guaranteed.  The value of the Common Stock so tendered shall
          be its Fair Market Value.

     6.   The  Option herein granted shall not be transferable by  the
          Optionee  otherwise  than  as permitted by Section 13 of the
          Plan. During the lifetime of the Optionee, such Option shall
          be exercisable only by him. No transfer of the Option herein
          granted  shall  be  effective to bind the Company unless the
          Company  shall  have  been  furnished  with  written  notice
          thereof  and a copy of such evidence as  the  Committee  may
          deem necessary to establish the validity of the transfer and
          the acceptance by the transferee or transferees of the terms
          and conditions hereof.

     7.   (a)  Upon the first to occur during the Option Period of:

                    (i)  Change of Control; or

                    (ii) the termination of the Optionee's service  as
                         a  member  of the board of directors  of  the
                         Company due to (A) death or disability or (B)
                         retirement at age 60 or over;

          the applicable restrictions on exercise set out in Section 3
          above   (other  than  the  initial  six  months  immediately
          following  the  Effective  Date)  shall  terminate  and  the
          Optionee's right to exercise this Option thereafter shall no
          longer be subject to such restrictions on exercise.

          (b)  If   the   Optionee's   service  as  a  member  of  the
          board  of directors of the Company terminates prior  to  the
          occurrence of a date set forth in Section 7(a)(i) above  for
          any  reason (other than any of the reasons expressly set out
          in  Section 7(a)(ii) above), then the Option granted  herein
          shall  immediately  terminate  and  thereafter  may  not  be
          exercised in whole or in part by Optionee.

     8.   The  Optionee  shall  have no rights as a  stockholder  with
          respect to any Option Shares until the date of issuance of a
          certificate  for  Option Shares purchased pursuant  to  this
          Agreement.   Until  such  time, the Optionee  shall  not  be
          entitled  to  dividends  or  to  vote  at  meetings  of  the
          stockholders of the Company.

     9.   The  Company  may  make  such  provisions  as  it  may  deem
          appropriate  for  the  withholding of  any  taxes  which  it
          determines is required in connection with the option  herein
          granted.   The  Optionee may pay all or any portion  of  the
          taxes required to be withheld by the Company or paid by  the
          Optionee  in  connection with the exercise  of  all  or  any
          portion of the option herein granted by electing to have the
          Company  withhold shares of Common Stock, or  by  delivering
          previously  owned  shares of Common  Stock,  having  a  Fair
          Market Value equal to the amount required to be withheld  or
          paid.   The Optionee must make the foregoing election on  or
          before  the  date that the amount of tax to be  withheld  is
          determined  ("Tax Date").  Any such election is  irrevocable
          and  subject  to  disapproval  by  the  Committee.   If  the
          Optionee  is  subject to the short-swing  profits  recapture
          provisions  of Section 16(b) of the Exchange Act,  any  such
          election  shall  be  subject  to  the  following  additional
          restrictions:

          (a)  Such election may not be made within six months of  the
               grant  of  this  option, provided that this  limitation
               shall not apply in the event of death or disability.

          (b)  Such election must be made either in an Election Window
               (as  hereinafter defined) or at such other time as  may
               be  consistent  with Section 16(b)(3) of  the  Exchange
               Act.  Where the Tax Date in respect of the exercise  of
               all  or  any  portion of this Option is deferred  until
               after  such  exercise  and the  Optionee  elects  stock
               withholding, the full amount of shares of Common  Stock
               will  be  issued  or transferred to the  Optionee  upon
               exercise  of  this  Option, but the Optionee  shall  be
               unconditionally obligated to tender back to the Company
               on  the  Tax  Date  the number of shares  necessary  to
               discharge  with  respect to such  Option  exercise  the
               greater of (i) the Company's withholding obligation and
               (ii)  all  or  any portion of the holder's federal  and
               state   tax  obligation  attributable  to  the   Option
               exercise.   An Election Window is any period commencing
               on  the  third  business  day following  the  Company's
               release  of a quarterly or annual summary statement  of
               sales  and earnings and ending on the twelfth  business
               day following such release.

     10.  Upon  the acquisition of any shares pursuant to the exercise
          of  the Option herein granted, the Optionee will enter  into
          such  written representations, warranties and agreements  as
          the  Company may reasonably request in order to comply  with
          applicable securities laws or with this Agreement.

     11.  The certificates representing the Option Shares purchased by
          exercise of an option will be stamped or otherwise imprinted
          with a legend in such form as the Company or its counsel may
          require with respect to any applicable restrictions on  sale
          or  transfer, and the stock transfer records of the  Company
          will  reflect  stop-transfer instructions,  as  appropriate,
          with respect to such shares.

     12.  Unless  otherwise  provided herein, every  notice  hereunder
          shall  be  in  writing and shall be given by  registered  or
          certified mail.  All notices of the exercise by the Optionee
          of  any  option  hereunder shall be directed to  R&B  Falcon
          Corporation,  Attention: Secretary, at  the  Company's  then
          current  address of its principal office.  Any notice  given
          by  the  Company  to the Optionee directed  to  him  at  his
          address on file with the Company shall be effective to  bind
          any  other  person who shall acquire rights hereunder.   The
          Company  shall be under no obligation whatsoever  to  advise
          the  Optionee  of the existence, maturity or termination  of
          any  of  the  Optionee's rights hereunder and  the  Optionee
          shall  be  deemed  to  have familiarized  himself  with  all
          matters  contained herein and in the Plan which  may  affect
          any of the Optionee's rights or privileges hereunder.

     13.  Whenever   the   term  "Optionee"  is  used   herein   under
          circumstances applicable to any other person or  persons  to
          whom  this  Award,  in  accordance with  the  provisions  of
          Paragraph  6, may be transferred, the word "Optionee"  shall
          be  deemed to include such person or persons.  References to
          the masculine gender herein also include the feminine gender
          for all purposes.

     14.  Notwithstanding  any  of  the other provisions  hereof,  the
          Optionee agrees that he will not exercise the option  herein
          granted, and that the Company will not be obligated to issue
          any  shares  pursuant to this Agreement, if the exercise  of
          the  option  or the issuance of such shares of Common  Stock
          would  constitute  a  violation by the Optionee  or  by  the
          Company  of  any provision of any law or regulation  of  any
          governmental authority or any national securities exchange.

     15.  For  the  purpose of this Agreement, a "Change  of  Control"
          shall  mean:   (a)  any "Person", as such term  is  used  in
          Section  13(d) and 14(d) of the Securities Exchange  Act  of
          1934,  as amended (the "Exchange Act") (other than  (i)  the
          Optionee,  (ii)  the Company or any of its  subsidiaries  or
          Affiliates  (as  that term is defined in the Exchange  Act),
          (iii)  any  Person subject, as of the date of this Agreement
          or   at   any  prior  time,  to  the  reporting  or   filing
          requirements  of  Section 13(d) of  the  Exchange  Act  with
          respect  to  the securities of the Company or any Affiliate,
          (iv)  any  trustee  or  other fiduciary  holding  or  owning
          securities  under an employee benefit plan of  the  Company,
          (v) any underwriter temporarily holding or owning securities
          of  the  Company, or (vi) any corporation owned directly  or
          indirectly  by  the current stockholders of the  Company  in
          substantially the same proportion as their then ownership of
          stock  of  the  Company) becomes, after  the  date  of  this
          Agreement, the "beneficial owner" (as defined in Rule  13d-3
          under   the  Exchange  Act),  directly  or  indirectly,   of
          securities  of the Company representing forty percent  (40%)
          or  more of the combined voting power of the Company's  then
          outstanding  securities;  or (b) at any time a  majority  of
          the  members  of  the board of directors of the  Company  is
          comprised of other than Continuing Directors (and  for  this
          purpose  "Continuing Directors" shall mean  members  of  the
          board  of directors of the Company who were directors as  of
          the  date  of  this Agreement, or who were  nominated  by  a
          majority  of  the members of the board of directors  of  the
          Company  and such majority was comprised only of  Continuing
          Directors at the time of such nomination).

     IN  WITNESS WHEREOF, this Agreement is executed this ____ day  of
March, 2000, effective as of the 28th day of January, 2000.

                         R&B FALCON CORPORATION


                         By: _______________________
                         Paul B. Loyd, Jr. - Chairman and
                         Chief Executive Officer

                         OPTIONEE

                         ___________________________
                         Charles Donabedian


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</DOCUMENT>
