SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 15
Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of
1934 or Suspension of Duty to File Reports Under Sections
13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number 0-26388
FALCON DRILLING COMPANY, INC.
(Exact name of registrant as specified in its charter)
1900 West Loop South, Suite 1800
Houston, Texas 77027
(713) 623-8984
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
Common Stock, par value $.01 per share
(Title of each class of securities covered by this form)
(Title of all other classes of securities for which a
duty to file reports under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or
suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [X]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record as of
certification or notice date: One.
Pursuant to the requirements of the Securities Exchange
Act of 1934, R&B Falcon Corporation as successor issuer
to Falcon Drilling Company, Inc. has caused this
certification/notice to be signed on its behalf by the
undersigned duly authorized person.
Date: January 7, 1998 By: /s/ Leighton E. Moss
______________________
Leighton E. Moss
Senior Vice President and
Counsel
