<PAGE> 1
PROSPECTUS SUPPLEMENT #2 FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED NOVEMBER 19, 1999) REGISTRATION NO. 333-81181
R&B FALCON CORPORATION
10,500,000 SHARES OF COMMON STOCK
300,000 COMMON STOCK WARRANTS
This prospectus supplement and the underlying prospectus dated November
19, 1999 relate to the offer and sale from time to time by certain selling
securityholders of our common stock and common stock purchase warrants and to
the offer and sale from time to time by us of our common stock upon exercise of
the warrants.
This prospectus supplement should be read in conjunction with the
prospectus dated November 19, 1999, which is to be delivered with this
prospectus supplement. The definitions for any capitalized terms used in this
prospectus supplement are included in the prospectus.
You should carefully consider the risk factors commencing on page 3 of
the prospectus before purchasing any of the common stock or warrants offered by
the selling securityholders.
----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------
The date of this prospectus supplement is December 8, 2000.
<PAGE> 2
SELLING SECURITYHOLDERS
The information in the table included under the heading "Selling
Securityholders" in the prospectus is revised to delete the entry in the table
for OTATO Limited Partnership and is supplemented by adding the following:
BENEFICIAL OWNERSHIP BEFORE OFFERING(1)
<TABLE>
<CAPTION>
Selling Securityholder Shares of Common Stock Warrants
----------------------------- -----------------------------
Issuable upon Offered in Owned Offered
exercise of this prior to in this
warrants offering(2) this offering offering
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
S.G. Cowen Securities .................. 871,500 871,500 24,900 24,900
------------- ------------- ------------- -------------
Strong High Yield Bond
Fund, Inc. ........................... 248,500 248,500 7,100 7,100
------------- ------------- ------------- -------------
The Strong Bond Fund, A
Series of Funds ...................... 17,500 17,500 500 500
------------- ------------- ------------- -------------
Strong Balanced Fund, Inc. ............. 52,500 52,500 1,500 1,500
------------- ------------- ------------- -------------
OTA Limited Partnership ................ 966,000 966,000 27,600 27,600
------------- ------------- ------------- -------------
</TABLE>
(1) We have not provided any information regarding the beneficial ownership
of the selling security-holders after the offering because the number
of shares of common stock and warrants would be zero.
(2) Assumes the exercise of all of the warrants.
-2-
