SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
R&B FALCON CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 76-0544217
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1900 West Loop South, Suite 1800
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
If this form relates If this form relates
to the registration to the registration
of a class of of a class of
securities pursuant securities pursuant
to Section 12(b) of to 12(g) of the
the Exchange Act and Exchange Act and is
is effective effective pursuant
pursuant to General to General
Instruction A.(c), Instruction A.(d),
please check the please check the
following box. (X) following box. ( )
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO
WHICH THIS FORM RELATES: 333-40627
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF
THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, par New York Stock Exchange, Inc.
value $.01 per
share
Series A Junior New York Stock Exchange, Inc.
Participating
Preferred Stock
Purchase Rights
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF
THE ACT:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The description of the Registrant's common stock,
par value $.01 per share, and the Series A Junior
Participating Preferred Stock Purchase Rights contained
under the caption "Description of Parent Capital
Stock Parent Common Stocks; Parent Rights"; in the Joint
Proxy Statement/Prospectus forming a part of the
Registration Statement on Form S-4 of the Registrant
(File No. 333-40627), filed with the Securities and
Exchange Commission (the "Commission") on November 20,
1997, is incorporated herein by reference.
ITEM 2. EXHIBITS.
The securities to be registered hereby are to be
registered on the New York Stock Exchange, Inc. (the
"Exchange"). There are no other securities of the
Registrant which are registered on the Exchange.
Accordingly, in compliance with Form 8-A Instructions As
To Exhibits, no exhibits are filed with, or incorporated
by reference in, this Registration Statement filed with
the Commission.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
R&B FALCON CORPORATION
By: /s/ Steven A. Webster
Name: Steven A. Webster
Title: Chief Executive Officer
Date: December 19, 1997
