===========================================================================

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-Q

(Mark One)
 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 2000
                                  or
 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934


                   Commission file number 333-79363

                           RBF FINANCE CO.

        (Exact name of registrant as specified in its charter)

              Delaware                             76-0599699
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

               901 Threadneedle, Houston, Texas  77079
          (Address of principal executive offices)(Zip Code)


                            (281) 496-5000
        (Registrant's telephone number, including area code)


Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.   Yes _X_    No___


===========================================================================


                Forward-Looking Statements and Assumptions

     RBF  Finance  Co.  (the  "Company")  is  a  limited  purpose  Delaware
corporation  organized  on March 19, 1999 solely for  the  purpose  of  and
limited  to  issuing  secured  notes as full recourse  obligations  of  the
Company and loaning the proceeds from the sale of the secured notes to  R&B
Falcon  Corporation  ("R&B Falcon").  The Company is an  affiliate  of  R&B
Falcon through common management, and all of the Company's shares are owned
by  management  and a director of R&B Falcon. All of the  Company's  future
cash flows and long-term obligations are guaranteed by R&B Falcon.

     This  Quarterly  Report  on Form 10-Q may contain  or  incorporate  by
reference   certain  forward-looking  statements,  including  by   way   of
illustration  and  not  of limitation, statements  relating  to  liquidity,
revenues,  expenses,  margins and contract rates and  terms.   The  Company
strongly  encourages readers to note that some or all of  the  assumptions,
upon  which  such  forward-looking statements are  based,  are  beyond  the
Company's  ability to control or estimate precisely, and may in some  cases
be  subject  to rapid and material changes.  Such assumptions  include  the
contract  status of R&B Falcon's offshore units, general market  conditions
prevailing  in  the  marine drilling industry (including  daily  rates  and
utilization)  and  various  other  trends  affecting  the  marine  drilling
industry,  including  world  oil  and  gas  prices,  the  exploration   and
development programs of R&B Falcon's customers, the actions of R&B Falcon's
competitors and economic conditions generally.


                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Company or Group of Companies for Which Report is Filed:

                           RBF Finance Co.

     The financial statements for the three months ended March 31, 2000 and
for  the  period from inception (March 19,1999) to March 31, 1999, include,
in  the  opinion  of the Company, all adjustments (which  only  consist  of
normal  recurring  adjustments) necessary to present fairly  the  financial
position  and  results of operations for such periods.  The financial  data
for  such  periods  included herein have been prepared in  accordance  with
generally accepted accounting principles for interim financial information.
Results  of  operations for the three months ended March 31, 2000  are  not
necessarily indicative of results of operations which will be realized  for
the year ending December 31, 2000.  The financial statements should be read
in  conjunction with the Company's Form 10-K for the period ended  December
31,1999.



                              RBF FINANCE CO.

                               BALANCE SHEET
                              (in thousands)

                                               MARCH 31,    DECEMBER 31,
                                                  2000         1999
                                               ---------    -----------
                                              (unaudited)
 ASSETS
 ------
 CURRENT ASSETS:
   Cash and cash equivalents                   $       1     $       1
   Interest receivable                             3,736        26,151
                                               ---------     ---------
     Total current assets                          3,737        26,152

 RECEIVABLE FROM R&B FALCON CORPORATION              540           460

 LOANS TO R&B FALCON CORPORATION                 800,000       800,000
                                               ---------     ---------
 TOTAL ASSETS                                  $ 804,277     $ 826,612
                                               =========     =========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Accrued interest expense                    $   3,978     $  26,353
   Accrued income taxes                              104            90
                                               ---------     ---------
     Total current liabilities                     4,082        26,443
                                               ---------     ---------
 LONG-TERM OBLIGATIONS                           800,000       800,000
                                               ---------     ---------
 STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value                        -             -
   Capital in excess of par value                      1             1
   Retained earnings                                 194           168
                                               ---------     ---------
     Total stockholders' equity                      195           169
                                               ---------     ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 804,277     $ 826,612
                                               =========     =========

The accompanying notes are an integral part of the interim financial
statements.


                              RBF FINANCE CO.

                          STATEMENT OF OPERATIONS
                              (in thousands)

                                         FOR THE          FOR THE PERIOD
                                          THREE           FROM INCEPTION
                                       MONTHS ENDED    (MARCH 19, 1999) TO
                                      MARCH 31, 2000      MARCH 31, 1999
                                      --------------      --------------
                                        (unaudited)
REVENUES:
 Interest income                         $  22,415           $   1,021
 Commitment fee                                  -                 295
                                         ---------           ---------
      Total revenues                        22,415               1,316
                                         ---------           ---------
EXPENSES:
 Interest expense                           22,375               1,226
                                         ---------           ---------
      Total expenses                        22,375               1,226
                                         ---------           ---------
INCOME BEFORE INCOME TAX EXPENSE                40                  90

INCOME TAX EXPENSE                              14                  32
                                         ---------           ---------
NET INCOME                               $      26           $      58
                                         =========           =========

The accompanying notes are an integral part of the interim financial
statements.


                              RBF FINANCE CO.

                          STATEMENT OF CASH FLOWS
                              (in thousands)

                                                               FOR THE PERIOD
                                                  FOR THE      FROM INCEPTION
                                                   THREE      (MARCH 19, 1999)
                                                MONTHS ENDED         TO
                                               MARCH 31, 2000  MARCH 31, 1999
                                               --------------  --------------
                                                (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                       $     26       $      58
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Changes in assets and liabilities:
      Interest receivable                            22,415          (1,316)
      Receivable from R&B Falcon Corporation            (80)              -
      Accrued interest expense                      (22,375)          1,226
      Accrued income taxes                               14              32
                                                   --------       ---------
        Net cash provided by operating activities         -               -
                                                   --------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Loans to R&B Falcon Corporation                         -        (496,900)
                                                   --------       ---------
        Net cash used in investing activities             -        (496,900)
                                                   --------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term obligations                     -         800,000
  Issuance of common stock                                -               1
                                                   --------       ---------
        Net cash provided by financing activities         -         800,001
                                                   --------       ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                 -         303,101

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          1               -
                                                   --------       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $      1       $ 303,101
                                                   ========       =========

The accompanying notes are an integral part of the interim financial
statements.


                               RBF FINANCE CO.

                   NOTES TO INTERIM FINANCIAL STATEMENTS
                                (unaudited)


A)   BUSINESS, INDUSTRY CONDITIONS AND LIQUIDITY

          RBF  Finance  Co.  (the "Company") is a limited purpose  Delaware
     corporation organized on March 19, 1999 solely for the purpose of  and
     limited to issuing secured notes as full recourse obligations  of  the
     Company and loaning the proceeds from the sale of the secured notes to
     R&B Falcon Corporation ("R&B Falcon").  The Company is an affiliate of
     R&B  Falcon through common management, and all of the Company's shares
     are  owned  by  management and a director of R&B Falcon.   R&B  Falcon
     provides  for the administrative costs of the Company.  On  March  26,
     1999,  the Company issued two series of senior secured notes  with  an
     aggregate  principal  amount of $800.0 million  (the  "Senior  Secured
     Notes").  The  Senior Secured Notes consist of $400.0 million  of  11%
     senior  secured  notes due 2006 and $400.0 million of  11.375%  senior
     secured  notes  due 2009.  The proceeds from the Senior Secured  Notes
     were then loaned to R&B Falcon.

          All  of the Company's future cash flows and long-term obligations
     are  guaranteed by R&B Falcon. The following is a description  of  R&B
     Falcon's industry conditions and liquidity.

          Activity  in the contract drilling industry and related  oil  and
     gas   service  businesses  deteriorated  significantly  in  1999   due
     primarily to decreased worldwide demand for drilling rigs and  related
     services  resulting  from a substantial decline in  crude  oil  prices
     experienced  in 1998 through the first quarter of 1999. In  mid  1999,
     crude oil prices began a recovery, but there can be no assurance  that
     demand  for  drilling  rigs and related services  will  recover  in  a
     similar manner. To date, demand for drilling rigs has not recovered to
     the  levels  experienced in 1996-1998.  Oil and gas companies'  demand
     for  offshore  drilling services are a function  of:  1)  current  and
     projected   oil   and   gas   prices,  2)  government   taxation   and
     concession/leasing  policies,  3) the  oil  and  gas  company's  lease
     inventory and existing drilling commitments on leases held, 4) the oil
     and gas company's free cash flow and general funding availability,  5)
     the  oil  and gas company's internal reserve replacement requirements,
     6)  geopolitical  factors (e.g., the drive for  national  hydrocarbons
     self  sufficiency). The first factor is generally the most  important.
     In particular, the domestic shallow water market tends to be primarily
     driven  by the price of natural gas. Changes in demand for exploration
     and  production services can impact R&B Falcon's liquidity  as  supply
     and demand factors directly affect utilization and dayrates, which are
     the primary determinants of cash flow from R&B Falcon's operations. In
     late  1998  and  early 1999, lower crude oil and  gas  prices  reduced
     exploration and production spending, which led to significantly  lower
     dayrates and utilization for offshore drilling companies, particularly
     in the U.S. Gulf of Mexico. Management believes such decline in demand
     also  contributed to terminated or renegotiated contracts for  certain
     of  R&B Falcon's deepwater rigs. Crude oil and natural gas prices have
     continued to fluctuate over the last several years. If crude  oil  and
     gas prices decline or a weakness in crude oil and gas prices continued
     for an extended period, there could be a further deterioration in both
     rig  utilization  and  dayrates which could have  a  material  adverse
     effect  on  R&B Falcon's liquidity, financial position and results  of
     operations.

          R&B   Falcon   has  substantially  completed  or   is   currently
     constructing or significantly upgrading nine deepwater drilling  rigs.
     R&B  Falcon  estimates  its capital expenditure commitments  on  these
     projects  and its other routine capital expenditures for the remainder
     of  2000 to total approximately $430.0 million. As of March 31,  2000,
     R&B  Falcon  had  $509.6  million  of  cash,  cash  equivalents,  cash
     dedicated  to capital projects and short-term investments.  Also,  R&B
     Falcon is considering certain asset sales, including the Seillean  and
     Iolair.

          R&B  Falcon has limited ability under its indenture covenants  to
     incur  additional recourse indebtedness.  However, R&B Falcon believes
     its  projected level of cash flows from operations, which  assumes  an
     industry recovery in 2000, cash on hand, potential asset sales  and/or
     new  financings will be sufficient to satisfy R&B Falcon's  short-term
     and  long-term  working  capital needs, planned  investments,  capital
     expenditures, debt, lease and other payment obligations. If R&B Falcon
     were  to build excess cash balances, it will most likely use a portion
     of the excess to retire debt and/or preferred obligations.

B)   LOANS TO R&B FALCON

          On  March  26, 1999, the Company entered into ten Senior  Secured
     Loan Agreements with R&B Falcon each of which is secured by one of R&B
     Falcon's drilling rigs (the "Loans to R&B Falcon").  Interest  on  the
     Loans  to  R&B  Falcon  is receivable semiannually  on  March  15  and
     September 15.  Each loan is equally divided into a 7-year tranche  and
     a  10-year tranche.  The 7-year tranche of the loans bear interest  on
     the  unpaid  principal  amount thereof from the  date  funded  through
     maturity  at a rate equal to 11% per annum plus two basis  points  per
     annum.   The 10-year tranche of the loans bear interest on the  unpaid
     principal  amount thereof from the date funded through maturity  at  a
     rate  equal to 11.375% per annum plus two basis points per  annum.  In
     addition,  the Company charged R&B Falcon a commitment fee of  7%  per
     annum from March 26, 1999 to the date the loans were funded.  The loan
     agreements  contained conditions that were to be  met  by  R&B  Falcon
     before the loans were to be funded.  R&B Falcon has met the conditions
     on all of the ten loans.

        Loans  to  R&B Falcon at March 31, 2000 consisted of the  following
     (in thousands):

                        7-year     10-year      Total     Collateral
                        ------     -------      -----     ----------
  Loan to R&B Falcon  $ 112,800   $ 112,800   $ 225,600   Deepwater Navigator
  Loan to R&B Falcon    104,950     104,950     209,900   Deepwater Millennium
  Loan to R&B Falcon     83,000      83,000     166,000   Deepwater Expedition
  Loan to R&B Falcon     52,650      52,650     105,300   Falcon 100
  Loan to R&B Falcon     14,250      14,250      28,500   Peregrine II
  Loan to R&B Falcon     11,000      11,000      22,000   Deepwater Discovery
  Loan to R&B Falcon      8,000       8,000      16,000   Peregrine I
  Loan to R&B Falcon      5,950       5,950      11,900   W.D. Kent
  Loan to R&B Falcon      5,400       5,400      10,800   Falrig 82
  Loan to R&B Falcon      2,000       2,000       4,000   Harvey H. Ward
                      ---------   ---------   ---------
  Total               $ 400,000   $ 400,000   $ 800,000
                      =========   =========   =========

C)   LONG-TERM OBLIGATIONS

         Long-term obligations at March 31, 2000 consisted of the following
     (in thousands):

          11% Senior Secured Notes due March 2006       $ 400,000
          11.375% Senior Secured Notes due March 2009     400,000
                                                        ---------
          Long-term obligations                         $ 800,000
                                                        =========

          In March 1999, the Company issued the Senior Secured Notes.  As a
     result, the Company received proceeds of approximately $800.0 million.
     The  Senior Secured Notes are secured by the Loans to R&B Falcon.  R&B
     Falcon also guaranteed the payment of the Senior Secured Notes by  the
     Company.   Interest is payable semiannually on March 15 and  September
     15  on the Senior Secured Notes.  R&B Falcon paid all expenses related
     to  the offering. The Company used the proceeds to loan $800.0 million
     to  R&B  Falcon.  The Senior Secured Notes have covenants, related  to
     R&B  Falcon,  which limit or prohibit R&B Falcon's  ability  to  incur
     additional indebtedness, create liens and sell assets.

          As of March 31, 2000, the Company estimates the fair value of its
     debt obligations to be $850.7 million.


     The following  are the unaudited consolidated  financial statements of
R&B Falcon as of  March 31, 2000 and  for  the three months ended March 31,
2000 and 1999.


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
R&B Falcon Corporation


     We  have reviewed the accompanying consolidated balance sheet  of  R&B
Falcon  Corporation (a Delaware corporation) and Subsidiaries as  of  March
31,  2000, and the related consolidated statements of operations  and  cash
flows  for  the three months ended March 31, 2000 and 1999. These financial
statements are the responsibility of the Company's management.

     We  conducted  our review in accordance with standards established  by
the  American  Institute  of Certified Public  Accountants.   A  review  of
interim  financial information consists principally of applying  analytical
procedures  to  financial data and making inquiries of persons  responsible
for  financial and accounting matters.  It is substantially less  in  scope
than  an  audit  conducted in accordance with generally  accepted  auditing
standards, the objective of which is the expression of an opinion regarding
the  financial statements taken as a whole.  Accordingly, we do not express
such an opinion.

     Based  on  our  review, we are not aware of any material modifications
that  should be made to the financial statements referred to above for them
to  be  in conformity with accounting principles generally accepted in  the
United States.



Arthur Andersen LLP

Houston, Texas
May 2, 2000


                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEET
                               (in millions)

                                                    MARCH 31,  DECEMBER 31,
                                                       2000        1999
                                                    ---------   ---------
                                                   (unaudited)
 ASSETS
 ------
 CURRENT ASSETS:
   Cash and cash equivalents, gross                 $   355.8   $   415.5
   Less cash dedicated to capital projects              (79.8)     (160.4)
                                                    ---------   ---------
   Cash and cash equivalents, net                       276.0       255.1
   Short-term investments                               153.8       301.5
   Accounts receivable:
     Trade, net                                         139.5       141.3
     Other                                               63.2        86.0
   Materials and supplies inventory                      61.3        52.6
   Drilling contracts in progress                         7.7        16.7
   Other current assets                                  19.3        19.7
                                                    ---------   ---------
     Total current assets                               720.8       872.9
                                                    ---------   ---------
 INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED
   INVESTEES                                             81.7        82.7
                                                    ---------   ---------
 PROPERTY AND EQUIPMENT:
   Drilling                                           4,150.0     4,041.1
   Other                                                269.8       256.1
                                                    ---------   ---------
     Total property and equipment                     4,419.8     4,297.2
   Accumulated depreciation                            (704.4)     (662.0)
                                                    ---------   ---------
     Net property and equipment                       3,715.4     3,635.2
                                                    ---------   ---------
 GOODWILL, NET OF ACCUMULATED AMORTIZATION               87.3        84.8
                                                    ---------   ---------
 DEFERRED CHARGES AND OTHER ASSETS                      178.6       246.3
                                                    ---------   ---------
 TOTAL ASSETS                                       $ 4,783.8   $ 4,921.9
                                                    =========   =========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Long-term obligations due within one year        $    34.0   $    20.1
   Accounts payable - trade                              36.7       110.7
   Accrued liabilities                                  209.6       227.8
                                                    ---------   ---------
     Total current liabilities                          280.3       358.6
 LONG-TERM OBLIGATIONS                                2,919.5     2,933.4
 OTHER NONCURRENT LIABILITIES                            43.0        39.7
 DEFERRED INCOME TAXES                                   38.6        53.2
                                                    ---------   ---------
     Total liabilities                                3,281.4     3,384.9
                                                    ---------   ---------
 COMMITMENTS AND CONTINGENCIES

 MINORITY INTEREST                                       57.8        56.6
                                                    ---------   ---------
 REDEEMABLE PREFERRED STOCK                             288.8       276.0
                                                    ---------   ---------
 STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value                           1.9         1.9
   Capital in excess of par value                     1,117.3     1,113.4
   Retained earnings                                     43.9        95.9
   Other                                                 (7.3)       (6.8)
                                                    ---------   ---------
     Total stockholders' equity                       1,155.8     1,204.4
                                                    ---------   ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 4,783.8   $ 4,921.9
                                                    =========   =========

  The accompanying notes are an integral part of the interim consolidated
  financial statements.



                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF OPERATIONS
                  (in millions except per share amounts)
                                (unaudited)

                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                         ------------------
                                                           2000       1999
                                                         -------    -------
OPERATING REVENUES:
  Deepwater                                              $  70.4    $  90.2
  Shallow water                                             45.1       66.8
  Inland water                                              26.5       31.0
  Engineering services and land operations                  63.6       55.8
  Development                                                1.9         -
                                                         -------    -------
        Total operating revenues                           207.5      243.8
                                                         -------    -------
COSTS AND EXPENSES:
  Deepwater                                                 45.1       43.3
  Shallow water                                             32.2       48.3
  Inland water                                              27.4       27.9
  Engineering services and land operations                  50.5       38.3
  Development                                                 .8        1.0
  Depreciation and amortization                             44.2       36.5
  General and administrative                                14.5       15.8
                                                         -------    -------
        Total costs and expenses                           214.7      211.1
                                                         -------    -------
OPERATING INCOME (LOSS)                                     (7.2)      32.7
                                                         -------    -------
OTHER INCOME (EXPENSE):
  Interest expense, net of capitalized interest            (51.9)     (28.4)
  Interest income                                            9.2        4.6
  Income (loss) from equity investees plus related income   (3.6)        .6
  Other, net                                                 (.4)       (.2)
                                                         -------    -------
        Total other income (expense)                       (46.7)    (23.4)
                                                         -------    -------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY
  INTEREST AND EXTRAORDINARY LOSS                          (53.9)       9.3
                                                         -------    -------
INCOME TAX EXPENSE  (BENEFIT):
  Current                                                   (2.1)       7.8
  Deferred                                                 (14.5)      (4.5)
                                                         -------    -------
        Total income tax expense (benefit)                 (16.6)       3.3
                                                         -------    -------
MINORITY INTEREST                                           (1.8)      (2.7)
                                                         -------    -------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS                    (39.1)       3.3
EXTRAORDINARY LOSS, NET OF TAX BENEFIT                        -        (1.7)
                                                         -------    -------
NET INCOME (LOSS)                                          (39.1)       1.6
DIVIDENDS AND ACCRETION ON PREFERRED STOCK                  12.9         -
                                                         -------    -------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS      $ (52.0)   $   1.6
                                                         =======    =======
NET INCOME (LOSS) PER COMMON SHARE:
  Basic:
     Income (loss) before extraordinary loss and after
       preferred stock dividends                         $  (.27)   $   .02
     Extraordinary loss                                      -         (.01)
                                                         -------    -------
          Net income (loss)                              $  (.27)   $   .01
                                                         =======    =======
  Diluted:
     Income (loss) before extraordinary loss and after
       preferred stock dividends                         $  (.27)   $   .02
     Extraordinary loss                                      -         (.01)
                                                         -------    -------
          Net income (loss)                              $  (.27)   $   .01
                                                         =======    =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                    193.0      192.5
                                                         =======    =======
  Diluted                                                  193.0      193.5
                                                         =======    =======

  The accompanying notes are an integral part of the interim consolidated
  financial statements.


                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF CASH FLOWS
                         (in millions)(unaudited)
                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                             ----------------
                                                               2000     1999
                                                             -------  -------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                         $ (39.1)  $   1.6
  Adjustments to reconcile net income (loss) to net
   cash (used in) provided by operating activities:
    Depreciation and amortization                              44.2      36.5
    Deferred income taxes                                     (14.5)     (5.1)
    Recognition of deferred expenses                            3.7       2.6
    Deferred compensation                                        .9       1.2
    (Income) loss from equity investees plus related income     3.6       (.6)
    Minority interest in income of consolidated subsidiaries    1.8       2.7
    Extraordinary loss from extinguishment of
     debt, net of tax benefit                                    -        1.7
    Changes in assets and liabilities:
      Accounts receivable, net                                 24.6      32.3
      Materials and supplies inventory                         (6.2)     (4.2)
      Drilling contracts in progress                            9.0       1.7
      Deferred charges and other assets                       (16.5)    (25.6)
      Accounts payable - trade                                (74.0)     (7.4)
      Accrued liabilities                                     (17.8)     (4.9)
      Accrued interest                                          6.3      34.5
      Income taxes                                             (9.8)      5.4
      Other, net                                                1.5       3.3
                                                            -------   -------
        Net cash (used in) provided by operating activities   (82.3)     75.7
                                                            -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Dispositions of property and equipment                         -        1.4
  Purchases of property and equipment                        (126.1)   (236.3)
  Decrease in cash dedicated to capital projects               80.6        -
  Sale (purchase) of short-term investments                   147.7     (34.0)
  Increase in investments in and advances to
    unconsolidated investees                                   (2.6)   (142.3)
                                                            -------   -------
        Net cash provided by (used in) investing activities    99.6    (411.2)
                                                            -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net payments on revolving credit facilities                    -     (150.0)
  Net payments on short-term obligations                         -     (123.4)
  Proceeds from long-term obligations                            -    1,000.0
  Principal payments on long-term obligations                    -       (2.0)
  Distribution to minority shareholders of
   consolidated subsidiaries, net of contributions              (.6)    (21.0)
  Exercise of stock options                                     4.2        -
  Other                                                          -        (.4)
                                                            -------   -------
         Net cash provided by financing activities              3.6     703.2
                                                            -------   -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                      20.9     367.7

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              255.1     177.4
                                                            -------   -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $ 276.0   $ 545.1
                                                            =======   =======
Supplemental Cash Flow Disclosures:
  Interest paid, net of capitalized interest                $  60.5   $   7.6
  Income taxes paid                                         $  13.4   $   3.0

 The accompanying notes are an integral part of the interim consolidated
 financial statements.


                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               (unaudited)


A)   SIGNIFICANT ACCOUNTING POLICIES

          CASH  AND CASH EQUIVALENTS - At March 31, 2000, $33.9 million  of
     cash,  cash  equivalents  and short-term investments  related  to  the
     Company's  majority-owned subsidiary Arcade  Drilling  AS  ("Arcade").
     Arcade's  cash,  cash  equivalents  and  short-term  investments   are
     available to Arcade for all purposes subject to restrictions under the
     Standstill  Agreement dated as of August 31, 1991.  Such  restrictions
     preclude the Company from borrowing any cash from Arcade.

          In  the  third quarter of 1999, the Company completed the project
     financing for the Deepwater Nautilus and the Deepwater Frontier (which
     the  Company owns 60%) and as a result $79.8 million of the  Company's
     cash  at March 31, 2000 was restricted as to use. Such amount consists
     of   $29.8  million related to the financing of the Deepwater Nautilus
     and  will  be used for capital expenditures and certain principal  and
     interest  payments.  The  remaining  $50.0  million  relates  to   the
     financing  for  the  construction  of  the  Deepwater  Frontier  which
     collateralizes a five year standby letter of credit that  the  Company
     was  required  to secure for the limited liability company  to  obtain
     such  financing. As a result of the above, the cash dedicated to these
     capital projects has been reclassified to Other Assets.

          GOODWILL  - Goodwill was recorded as a result of the purchase  of
     Cliffs   Drilling  Company  ("Cliffs  Drilling")  in  December   1998.
     Goodwill  has increased $3.0 million since December 31,  1999  as  the
     result of a previously unrecognized income tax contingency incurred by
     Cliffs  Drilling prior to December 1998. For the  three  months  ended
     March 31, 2000 and 1999 amortization of goodwill was $.5  million  and
     $.4 million, respectively.

          CAPITALIZED   INTEREST   -  The  Company   capitalizes   interest
     applicable to the construction and significant upgrades of its  marine
     equipment  as  a  cost of such assets.  Interest capitalized  for  the
     three months ended March 31, 2000 and 1999 was $17.2 million and $14.6
     million,  respectively.   Interest  capitalized  is  included   as   a
     reduction  of  interest  expense  in  the  Consolidated  Statement  of
     Operations.

          EXTRAORDINARY  LOSS - In the first quarter of 1999,  the  Company
     incurred  an extraordinary loss of $1.7 million, net of a tax  benefit
     of  $.9  million, due to the early extinguishment of debt obligations.
     Such  loss  consisted  of the write-off of unamortized  debt  issuance
     costs.

          NEWLY  ISSUED ACCOUNTING STANDARDS - In December 1999, SEC  Staff
     Accounting  Bulletin:  No.  101  - Revenue  Recognition  in  Financial
     Statements ("SAB 101") was issued. SAB 101 summarizes certain  of  the
     staff's views in applying generally accepted accounting principles  to
     revenue  recognition  in  financial statements.   In  March  2000,  an
     amendment  to  SAB 101 was issued allowing the Company to  extend  its
     evaluation  of  SAB  101 by three months.  The  Company  believes  its
     accounting  practices are consistent with this rule but will  complete
     its evaluation in the second quarter of 2000.

          RECLASSIFICATION   -  Certain  prior  period   amounts   in   the
     consolidated   financial  statements  have   been   reclassified   for
     comparative purposes.  Such reclassifications had no effect on the net
     income (loss) or the overall financial condition of the Company.

B)   CONTINGENCIES

          GENERAL  -  The Company's construction and upgrade  projects  are
     subject to the risks of delay and cost overruns inherent in any  large
     construction  project,  including shortages of  equipment,  unforeseen
     engineering    problems,   work   stoppages,   weather   interference,
     unanticipated  cost  increases and shortages of materials  or  skilled
     labor.  Significant cost overruns or delays would adversely affect the
     Company's  liquidity, financial condition and results  of  operations.
     Delays  could  also result in penalties under, or the termination  of,
     the long-term contracts under which the Company plans to operate these
     rigs.

          The Falcon 100, Deepwater Navigator and Deepwater Expedition were
     completed  later  than  the  required  commencement  dates  under  the
     drilling contracts for such rigs and at costs significantly in  excess
     of  original estimates. The customers for the Falcon 100 and Deepwater
     Navigator have cancelled the drilling contracts for such rigs based on
     the  rigs  not being delivered on time. The Company does  not  believe
     that  Petrobras,  the customer for the Falcon 100, had  the  right  to
     cancel such contract. The Company is considering the Company's  rights
     with  respect  to  termination  of  the  contract.   The  Company  has
     received  a letter of intent from another customer for the Falcon  100
     to  commence  a  six-month drilling contract in the third  quarter  of
     2000.  Also,  the Company has received a three-year drilling  contract
     from Petrobras for the use of the Deepwater Navigator offshore Brazil.
     The  customer for the Deepwater Expedition did not cancel its drilling
     contract and the Company has received a notice of claims amounting  in
     the aggregate of $9.6 million and R$1.1 million in penalties under the
     contracts  for  delay in commencement of operations.  The  Company  is
     preparing a response contesting such claim. However, if late penalties
     are  imposed  on  the  Deepwater  Expedition,  such  amounts  will  be
     capitalized  and  amortized  over the term  of  the  initial  drilling
     contract, subject to a determination of realizability.

          LITIGATION  - In November 1988, a lawsuit was filed in  the  U.S.
     District  Court  for  the Southern District of West  Virginia  against
     Reading & Bates Coal Co., a wholly-owned subsidiary of the Company, by
     SCW  Associates,  Inc.  claiming breach of  an  alleged  agreement  to
     purchase the stock of Belva Coal Company, a wholly-owned subsidiary of
     Reading & Bates Coal Co. with coal properties in West Virginia.   When
     those  coal  properties  were  sold  in  July  1989  as  part  of  the
     disposition  of  the Company's coal operations, the  purchasing  joint
     venture  indemnified Reading & Bates Coal Co. and the Company  against
     any  liability Reading & Bates Coal Co. might incur as the  result  of
     this  litigation. A judgment for the plaintiff of $32,000  entered  in
     February  1991  was  satisfied  and  Reading  &  Bates  Coal  Co.  was
     indemnified by the purchasing joint venture. On October 31, 1990,  SCW
     Associates, Inc., the plaintiff in the above-referenced action,  filed
     a separate ancillary action in the Circuit Court, Kanawha County, West
     Virginia against the Company, Caymen Coal, Inc. (former owner  of  the
     Company's  West  Virginia  coal properties),  as  well  as  the  joint
     venture,  Mr.  William  B. Sturgill personally  (former  President  of
     Reading  & Bates Coal Co.), three other companies in which the Company
     believes Mr. Sturgill holds an equity interest, two employees  of  the
     joint  venture,  First  National Bank of  Chicago  and  First  Capital
     Corporation.   The  lawsuit seeks to recover compensatory  damages  of
     $50.0  million  and  punitive damages of  $50.0  million  for  alleged
     tortious interference with the contractual rights of the plaintiff and
     to  impose a constructive trust on the proceeds of the use and/or sale
     of  the  assets  of Caymen Coal, Inc. as they existed on  October  15,
     1988.   The  Company  intends to defend its interests  vigorously  and
     believes  the  damages alleged by the plaintiff  in  this  action  are
     highly  exaggerated.  In any event, the Company believes that  it  has
     valid defenses and that it will prevail in this litigation.

          In  December  1998, Mobil North Sea Limited ("Mobil") purportedly
     terminated   its  contract  for  use  of  the  Company's  Jack   Bates
     semisubmersible   rig  based on failure of  two  mooring  lines  while
     anchor recovery operations at a Mobil well location had been suspended
     during  heavy weather.  The contract provided for Mobil's use  of  the
     rig  at  a  dayrate  of approximately $115,000 for  the  primary  term
     through January 1999 and approximately $200,000 for the extension term
     from  February  1999  through December 2000.   The  Company  does  not
     believe  that  Mobil  had the right to terminate this  contract.   The
     Company recontracted the Jack Bates to Mobil in 1999 for one well at a
     dayrate  of  $156,000  and for another well at a dayrate  of  $69,000.
     These contracts are without prejudice to either party's rights in  the
     dispute  over the termination of the original contract.   The  Company
     has  filed  a  request  for  arbitration  with  the  London  Court  of
     International   Arbitration  and  the  arbitration   proceedings   are
     continuing.

          In  March  1997,  an  action was filed by Mobil  Exploration  and
     Producing  U.S.  Inc.  and  affiliates, St. Mary  Land  &  Exploration
     Company  and affiliates and Samuel Geary and Associates, Inc.  against
     Cliffs  Drilling, its underwriters and insurance broker  in  the  16th
     Judicial  District Court of St. Mary Parish, Louisiana. The plaintiffs
     alleged  damages amounting to in excess of $50.0 million in connection
     with  the  drilling of a turnkey well in 1995 and 1996.  The case  was
     tried  before  a  jury  in January and February  2000,  and  the  jury
     returned  a  verdict of approximately $30.0 million in  favor  of  the
     plaintiffs for excess drilling costs, loss of insurance proceeds, loss
     of hydrocarbons and interest. However, the trial court has not entered
     a  judgment  on  the verdict, as there are a number of matters  to  be
     ruled upon before doing so.  If a judgment is entered on such verdict,
     Cliffs  Drilling intends to appeal and believes its efforts to  do  so
     will  be successful.  The Company believes all but the portion of  the
     verdict  representing  excess  drilling costs  of  approximately  $4.7
     million  is covered by relevant primary and excess liability insurance
     policies  of  Cliffs  Drilling;  however,  two  insurers  have  denied
     coverage and the  others  have  reserved their rights.  If  necessary,
     Cliffs  Drilling  and  the  Company  intend  to take appropriate legal
     action  to  enforce   Cliffs  Drilling's  rights  with respect to such
     policies.  At  this  time  Cliffs  Drilling  and  the  Company believe
     adequate  reserves  have  been established to protect the interests of
     Cliffs Drilling  and the Company in this matter.

          The Company is involved in various other legal actions arising in
     the  normal course of business.  A substantial number of these actions
     involve claims arising out of injuries to employees of the Company who
     work  on  the  Company's rigs and power vessels.   After  taking  into
     consideration  the  evaluation of such  actions  by  counsel  for  the
     Company  and the Company's insurance coverage, management  is  of  the
     opinion  that  the  outcome  of all known  and  potential  claims  and
     litigation  will not have a material adverse effect on  the  Company's
     consolidated financial position or results of operations.

C)   SEGMENT INFORMATION

          Segment information for the three months ended March 31, 2000 and
     1999 is as follows (in millions):

                                               Three Months Ended
                                                   March 31,
                                               -----------------
                                                 2000      1999
                                               -------   -------
    Operating revenues by segment:
      Deepwater                                $  70.7   $  90.2
      Shallow water                               47.5      67.3
      Inland water                                27.9      31.0
      Engineering services and land operations    63.6      55.8
      Development                                  1.9        -
      Intersegment                                (4.1)      (.5)
                                               -------   -------
         Total operating revenues              $ 207.5   $ 243.8
                                               =======   =======
    Operating income (loss) by segment:
      Deepwater                                $   6.3   $  34.0
      Shallow water                               (1.7)      4.7
      Inland water                                (6.5)     (3.8)
      Engineering services and land operations    10.0      15.6
      Development                                   .7      (1.1)
                                               -------   -------
                                                   8.8      49.4
      Unallocated depreciation and amortization   (1.5)      (.9)
      Unallocated general and administrative     (14.5)    (15.8)
                                               -------   -------
      Operating income (loss)                  $  (7.2)  $  32.7
                                               =======   =======

          For  the  three months ended March 31, 2000, revenues from  PDVSA
     Exploration and Production of $32.5 million ($31.9 million reported in
     the  engineering services and land operations segment and $.6  million
     reported  in  the  inland water segment) accounted for  15.7%  of  the
     Company's consolidated operating revenues. For the three months  ended
     March  31,  1999,  revenues from PDVSA Exploration and  Production  of
     $43.4   million  (reported  in  the  engineering  services  and   land
     operations  segment) accounted for 17.8% of the Company's consolidated
     operating revenues.

          Total assets by segment were as follows (in millions):

                                                 March 31, December 31,
                                                   2000        1999
                                                ---------   ---------
      Deepwater                                 $ 2,878.3   $ 2,942.5
      Shallow water                               1,203.0     1,263.5
      Inland water                                  344.4       227.7
      Engineering services and land operations      134.4       172.5
      Development                                    56.4        49.5
      Corporate                                     167.3       266.2
                                                ---------   ---------
              Total                             $ 4,783.8   $ 4,921.9
                                                =========   =========

D)   EARNINGS PER SHARE

          The  following table summarizes the basic and diluted  per  share
     computations  for income (loss) before extraordinary  loss  and  after
     preferred  stock dividends for the three months ended March  31,  2000
     and 1999 (in millions except per share amounts):

                                                       Three Months
                                                      Ended March 31,
                                                     -----------------
                                                       2000      1999
                                                     -------   -------
     Numerator:
      Income (loss) before extraordinary loss        $ (39.1)  $   3.3
      Dividends and accretion on preferred stock       (12.9)       -
                                                     -------   -------
      Income (loss) before extraordinary loss
        and after preferred stock dividends -
        basic and diluted                            $ (52.0)  $   3.3
                                                     =======   =======
     Denominator:
      Weighted average common shares
        outstanding - basic                            193.0     192.5
      Outstanding stock options and restricted
        stock awards                                      -        1.0
                                                     -------   -------
      Weighted average common shares outstanding
        - diluted                                      193.0     193.5
                                                     =======   =======
     Earnings per share:
      Income (loss) before extraordinary loss
        and after preferred stock dividends:
            Basic                                    $  (.27)  $   .02
            Diluted                                  $  (.27)  $   .02

E)   STOCK AWARDS

          During the first three months of 2000, the Company granted  stock
     options,  with respect to the Company's common stock, of approximately
     2,122,461  shares to executive officers and certain employees  of  the
     Company  and approximately 109,500 shares to non-employee  members  of
     the  board of directors. Such options vest at varying times  from  six
     months  to three years and were granted at prices ranging from $12.469
     to  $12.719  per share (the market price on the date of grants).   All
     such  options expire ten years from the date of grant.   Also  in  the
     first  three months of 2000, restricted stock awards with  respect  to
     135,300 shares were granted to certain employees of the Company.  Such
     shares  awarded are restricted as to transfer until fully vested  four
     years  from the date of grant.  The market value at the date of  grant
     of  the common stock granted was recorded as unearned compensation and
     will be expensed ratably over the period during which the shares vest.



Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations

General

     RBF  Finance  Co.  (the  "Company")  is  a  limited  purpose  Delaware
corporation  organized  on March 19, 1999 solely for  the  purpose  of  and
limited  to  issuing  secured  notes as full recourse  obligations  of  the
Company and loaning the proceeds from the sale of the secured notes to  R&B
Falcon  Corporation  ("R&B Falcon").  The Company is an  affiliate  of  R&B
Falcon through common management, and all of the Company's shares are owned
by management and a director of R&B Falcon.

      On  March  26, 1999, the Company issued two series of senior  secured
notes  with  an aggregate principal amount of $800.0 million  (the  "Senior
Secured Notes"). The Senior Secured Notes consist of $400.0 million of  11%
senior  secured notes due 2006 and $400.0 million of 11.375% senior secured
notes due 2009. The proceeds from the Senior Secured Notes were then loaned
to  R&B  Falcon.  All  of  the Company's future cash  flows  and  long-term
obligations are guaranteed by R&B Falcon. See Notes A, B and C of Notes  to
Interim Financial Statements.

Results of Operations

     The  Company's results of operations for the three months ended  March
31,  2000  and for the period from inception (March 19, 1999) to March  31,
1999 consists of interest and commitment fee revenues from the loans to R&B
Falcon  offset  by interest expense on the Senior Secured  Notes.  Interest
income and interest expense increased for the three months ended March  31,
2000  as  compared to the same period in 1999 as a result  of  the  Company
issuing the Senior Secured Notes and loans to R&B Falcon in the latter part
of March 1999.

Liquidity And Capital Resources

     Cash Flows

     Cash flows from operating activities are the result of interest income
from R&B Falcon completely offset by interest expense to the holders of the
Senior Secured Notes.

     Net  cash  used  in investing activities was $496.9  million  for  the
period from inception (March 19, 1999) to March 31, 1999 and was the result
of loans to R&B Falcon.

     Net  cash provided by financing activities was $800.0 million for  the
period from inception (March 19, 1999) to March 31, 1999 and was the result
of  proceeds  from the issuance of debt obligations. R&B  Falcon  paid  all
expenses related to the issuance of such debt obligations.

     Liquidity

     All  of the Company's future cash flows and long-term obligations  are
guaranteed  by R&B Falcon. The following is a description of  R&B  Falcon's
industry conditions and liquidity.

     Activity  in  the contract drilling industry and related oil  and  gas
service  businesses  deteriorated significantly in 1999  due  primarily  to
decreased worldwide demand for drilling rigs and related services resulting
from  a substantial decline in crude oil prices experienced in 1998 through
the  first quarter of 1999. In mid 1999, crude oil prices began a recovery,
but  there  can be no assurance that demand for drilling rigs  and  related
services  will  recover in a similar manner. To date, demand  for  drilling
rigs has not recovered to the levels experienced in 1996-1998.  Oil and gas
companies'  demand  for offshore drilling services are a  function  of:  1)
current  and  projected  oil  and gas prices, 2)  government  taxation  and
concession/leasing policies, 3) the oil and gas company's  lease  inventory
and  existing  drilling commitments on leases held,  4)  the  oil  and  gas
company's free cash flow and general funding availability, 5) the  oil  and
gas  company's  internal reserve replacement requirements, 6)  geopolitical
factors (e.g., the drive for national hydrocarbons self sufficiency).   The
first  factor is generally the most important.  In particular, the domestic
shallow  water market tends to be primarily driven by the price of  natural
gas.  Changes in demand for exploration and production services can  impact
R&B  Falcon's  liquidity  as  supply and  demand  factors  directly  affect
utilization and dayrates, which are the primary determinants of  cash  flow
from R&B Falcon's operations. In late 1998 and early 1999, lower crude  oil
and  gas prices reduced exploration and production spending, which  led  to
significantly   lower  dayrates  and  utilization  for  offshore   drilling
companies,  particularly  in the U.S. Gulf of Mexico.  Management  believes
such  decline  in  demand  also contributed to terminated  or  renegotiated
contracts for certain of R&B Falcon's deepwater rigs. Crude oil and natural
gas  prices  have  continued to fluctuate over the last several  years.  If
crude  oil and gas prices decline or a weakness in crude oil and gas prices
continued for an extended period, there could be a further deterioration in
both  rig  utilization  and dayrates which could have  a  material  adverse
effect  on  R&B  Falcon's  liquidity, financial  position  and  results  of
operations.

     R&B Falcon has substantially completed or is currently constructing or
significantly upgrading nine deepwater drilling rigs. R&B Falcon  estimates
its capital expenditure commitments on these projects and its other routine
capital  expenditures  for  the remainder of 2000  to  total  approximately
$430.0  million.  As of March 31, 2000, R&B Falcon had  $509.6  million  of
cash,  cash  equivalents, cash dedicated to capital projects and short-term
investments. Also, R&B Falcon is considering certain asset sales, including
the Seillean and Iolair.

     R&B  Falcon has limited ability under its indenture covenants to incur
additional  recourse  indebtedness.   However,  R&B  Falcon  believes   its
projected  level of cash flows from operations, which assumes  an  industry
recovery in 2000, cash on hand, potential asset sales and/or new financings
will be sufficient to satisfy R&B Falcon's short-term and long-term working
capital  needs, planned investments, capital expenditures, debt, lease  and
other  payment  obligations.  If  R&B Falcon  were  to  build  excess  cash
balances,  it will most likely use a portion of the excess to  retire  debt
and/or preferred obligations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The  Company is exposed to changes in interest rates with  respect  to
its  debt obligations.  The Company's debt obligations as of March 31, 2000
consist of $400.0 million at a fixed rate of 11% due March 2006 and  $400.0
million  at  a  fixed rate of 11.375% due March 2009.  The  estimated  fair
value of both debt obligations at March 31, 2000 was $850.7 million.


                        PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

 (a)  Exhibits

      27 - Financial  Data Schedule.  (Exhibit 27 is being  submitted as an
           exhibit only in the electronic format of  this  Quarterly Report
           on Form 10-Q being  submitted to the Securities   and   Exchange
           Commission.)

 (b)   Reports on Form 8-K

          There  were no Current Reports on Form 8-K filed during the three
       months ended March 31, 2000.



                           SIGNATURE




Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  has duly caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.


                                      RBF FINANCE CO.


Date:  May 12, 2000                   By  /s/T. W. Nagle
                                         -----------------------
                                         T. W. Nagle
                                         Vice President and Treasurer
                                         (Principal Accounting and Financial
                                         Officer)