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                            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 June 30, 1999
                                  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___


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            Forward-Looking Statements and Assumptions

     This Quarterly Report on Form 10-Q may contain or incorporate
by  reference  certain  forward-looking  statements.  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.


                    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 June 30,
1999 and for the period from inception (March 19,1999) to June 30,
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 June 30, 1999 and for the
period  from  inception (March 19,1999) to June 30, 1999  are  not
necessarily  indicative  of results of operations  which  will  be
realized  for  the year ending December 31, 1999.   The  financial
statements  should  be  read  in conjunction  with  the  Company's
audited  financial statements as of March 31,  1999  and  for  the
period from inception (March 19, 1999) to March 31, 1999 which are
included in the Company's Form S-4 (registration no. 333-79363) as
filed with the Securities and Exchange Commission on May 26, 1999.



                          RBF FINANCE CO.

                           BALANCE SHEET
                          (in thousands)
                            (unaudited)

                                                         AS OF
                                                     JUNE 30, 1999
                                                     -------------
 ASSETS

 CURRENT ASSETS:
   Cash and cash equivalents                          $   1,212
   Interest and commitment fee receivable                22,491
                                                      ---------
    Total current assets                                 23,703
                                                      ---------
 LOANS TO R&B FALCON CORPORATION                        800,000
                                                      ---------
 TOTAL ASSETS                                         $ 823,703
                                                      =========
 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Accrued interest expense                           $  23,618
   Accrued income taxes                                      30
                                                      ---------
    Total current liabilities                            23,648
                                                      ---------
 LONG-TERM OBLIGATIONS                                  800,000
                                                      ---------
 STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value                               -
   Capital in excess of par value                             1
   Retained earnings                                         54
                                                      ---------

     Total stockholders' equity                              55
                                                      ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 823,703
                                                      =========

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


                            RBF FINANCE CO.

                        STATEMENT OF OPERATIONS
                             (in thousands)
                              (unaudited)


                                        FOR THE          FOR THE PERIOD
                                         THREE           FROM INCEPTION
                                      MONTHS ENDED    (MARCH 19, 1999) TO
                                      JUNE 30, 1999      JUNE 30, 1999
                                      -------------   -------------------
REVENUES:
 Interest income                        $ 20,935            $ 21,956
 Commitment fee                            1,451               1,746
                                        --------            --------
            Total revenues                22,386              23,702

EXPENSES:
 Interest expense                         22,392              23,618
                                        --------            --------
INCOME (LOSS) BEFORE INCOME TAXES             (6)                 84

INCOME TAX EXPENSE (BENEFIT)                  (2)                 30
                                        --------            --------

NET INCOME (LOSS)                       $     (4)           $     54
                                        ========            ========

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


                           RBF FINANCE CO.

                       STATEMENT OF CASH FLOWS
                            (in thousands)
                              (unaudited)

                                                     FOR THE PERIOD
                                                     FROM INCEPTION
                                                  (MARCH 19, 1999) TO
                                                     JUNE 30, 1999
                                                  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                           $       54
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Changes in assets and liabilities:
      Accrued interest income and commitment fee          (22,491)
      Accrued interest expense                             23,618
      Accrued income taxes                                     30
                                                       ----------
         Net cash provided by operating activities          1,211
                                                       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Loans to R&B Falcon Corporation                        (800,000)
                                                       ----------
        Net cash used in investing activities            (800,000)
                                                       ----------
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                   1,212

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                -
                                                       ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $    1,212
                                                       ==========

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


                        RBF FINANCE CO.

                 NOTES TO 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 shareholders 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.

          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.

          Industry Conditions

          Activity in the contract drilling industry and  related
     oil service businesses has deteriorated significantly in the
     past  year  due to decreased worldwide demand  for  drilling
     rigs  and  related  services resulting  from  a  substantial
     decline  in  crude oil prices. In recent months,  crude  oil
     prices  have  recovered  somewhat,  but  there  can  be   no
     assurance that demand for drilling rigs and related services
     will  increase.  The  financial  condition  and  results  of
     operations of R&B Falcon and other drilling contractors  are
     dependent  upon the price of oil and natural gas, as  demand
     for their services is primarily dependent upon the level  of
     spending   by   oil  and  gas  companies  for   exploration,
     development  and  production activities. In  late  1998  and
     early 1999, lower crude oil prices affected exploration  and
     production  spending,  which  created  significantly   lower
     dayrates  and  utilization for offshore drilling  companies,
     particularly  in  the  U.S. Gulf of Mexico.  Crude  oil  and
     natural gas prices have continued to fluctuate over the last
     several  years.  If  crude oil prices decline  from  current
     levels, or a weakness in crude oil prices continued  for  an
     extended  period, there could be a further deterioration  in
     both rig utilization and dayrates.

          Liquidity

          During  the  first  six  months  of  1999,  R&B  Falcon
     received net proceeds of approximately $1.3 billion from the
     issuance  of  senior notes and preferred stock.  R&B  Falcon
     used   the  proceeds  to  repay  existing  indebtedness   of
     approximately $556.0 million and the remainder will be  used
     to  acquire, construct, repair and improve drilling rigs and
     for  general  corporate purposes. As of June 30,  1999,  R&B
     Falcon  had  $681.3  million of cash, cash  equivalents  and
     short-term investments.

          R&B  Falcon  is currently in the process of  completing
     two  project  financings.  One financing in  the  amount  of
     approximately $270.0 million is in the form of  a  synthetic
     lease   that  would  be  collateralized  by  the   drillship
     Deepwater  Frontier, drilling contract  revenues  from  such
     drillship and a $50.0 million letter of credit. Proceeds  of
     such  financing would be used in part to repay advances made
     to  the joint venture which operates the Deepwater Frontier,
     which  is  owned  60% by R&B Falcon and 40% by  Conoco.  The
     second  financing  in  the  amount of  approximately  $250.0
     million  is a project financing that would be collateralized
     by  the semisubmersible Deepwater Nautilus (formerly RBS8M),
     as well as the drilling contract revenues from such rig. R&B
     Falcon  is  also considering certain asset sales,  including
     the Seillean, Iolair and domestic boat business.

          R&B  Falcon  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
     1999 to total approximately $475.0 million.

          R&B  Falcon believes its projected level of cash  flows
     from operations, which assumes an industry recovery in 2000,
     cash  on  hand,  expected  proceeds  from  the  two  project
     financings  and potential asset sales 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 from the various sources
     mentioned  above, it will most likely use a portion  of  the
     excess to retire debt obligations.



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 shareholders 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.

Industry Conditions

      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.  Activity  in  the  contract  drilling
industry   and   related  oil  service  businesses  has   deteriorated
significantly in the past year due to decreased worldwide  demand  for
drilling  rigs  and  related  services resulting  from  a  substantial
decline  in crude oil prices. In recent months, crude oil prices  have
recovered  somewhat,  but there can be no assurance  that  demand  for
drilling  rigs  and  related  services will  increase.  The  financial
condition  and results of operations of R&B Falcon and other  drilling
contractors  are dependent upon the price of oil and natural  gas,  as
demand  for  their services is primarily dependent upon the  level  of
spending  by  oil  and gas companies for exploration, development  and
production  activities. In late 1998 and early 1999, lower  crude  oil
prices  affected  exploration and production spending,  which  created
significantly  lower  dayrates and utilization for  offshore  drilling
companies,  particularly in the U.S. Gulf of  Mexico.  Crude  oil  and
natural  gas prices have continued to fluctuate over the last  several
years.  If crude oil prices decline from current levels, or a weakness
in crude oil prices continued for an extended period, there could be a
further deterioration in both rig utilization and dayrates.

Results of Operations

     As  the  Company  was organized on March 19,  1999  (see  General
above),  there  are no comparable periods for the previous  year.  The
Company's  results of operations for the three months ended  June  30,
1999  and  for the period from inception (March 19, 1999) to June  30,
1999  consists of interest and commitment fee revenues from the  loans
to  R&B  Falcon Corporation offset by interest expense on  the  Senior
Secured Notes.

Liquidity And Capital Resources

     Cash Flows

     Net  cash  provided by operating activities was $1.2 million  for
the  period from inception (March 19, 1999) to June 30, 1999  and  was
the result of changes in the components of working capital.

     Net  cash used in investing activities was $800.0 million for the
period  from inception (March 19, 1999) to June 30, 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 June 30, 1999  and  was
the result of proceeds from the issuance of 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  liquidity. During the first six months of 1999,  R&B  Falcon
received  net proceeds of approximately $1.3 billion from the issuance
of  senior notes and preferred stock. R&B Falcon used the proceeds  to
repay  existing indebtedness of approximately $556.0 million  and  the
remainder  will  be  used to acquire, construct,  repair  and  improve
drilling rigs and for general corporate purposes. As of June 30, 1999,
R&B Falcon had $681.3 million of cash, cash equivalents and short-term
investments.

     R&B  Falcon is currently in the process of completing two project
financings.   One  financing  in the amount  of  approximately  $270.0
million   is  in  the  form  of  a  synthetic  lease  that  would   be
collateralized by the drillship Deepwater Frontier, drilling  contract
revenues  from  such drillship and a $50.0 million letter  of  credit.
Proceeds  of  such financing would be used in part to  repay  advances
made to the joint venture which operates the Deepwater Frontier, which
is  owned 60% by R&B Falcon and 40% by Conoco. The second financing in
the amount of approximately $250.0 million is a project financing that
would  be  collateralized  by the semisubmersible  Deepwater  Nautilus
(formerly RBS8M), as well as the drilling contract revenues from  such
rig. R&B Falcon is also considering certain asset sales, including the
Seillean, Iolair and domestic boat business.

     R&B  Falcon 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 1999 to total approximately
$475.0 million.

     R&B  Falcon  believes  its projected level  of  cash  flows  from
operations, which assumes an industry recovery in 2000, cash on  hand,
expected proceeds from the two project financings and potential  asset
sales  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 from the various sources mentioned above, it will
most likely use a portion of the excess to retire debt obligations.

Year 2000

     The  Company  is  dependent upon R&B Falcon  for  its  Year  2000
("Y2K")  compliance and the following is a description of R&B Falcon's
Y2K  compliance  efforts. R&B Falcon has focused  its  Y2K  compliance
efforts  in  three  areas:  information technology  systems,  embedded
technology  systems and systems used by third parties with  which  R&B
Falcon  has  a  substantial relationship. R&B Falcon has substantially
completed  its  investigation and evaluation of these systems  and  is
currently in the process of correcting the identified problems.

     Information Technology Systems.  The testing and validation phase
for information technology systems includes testing of each individual
information  technology system that could be  affected.   Through  the
information  technology systems investigation, R&B  Falcon  determined
that  the  accounting software utilized by Cliffs Drilling (a  wholly-
owned  subsidiary of R&B Falcon) required substantial modification  or
replacement.  The domestic accounting software was replaced  with  Y2K
compliant  software during the fourth quarter of 1998 at a total  cost
of  approximately $2.3 million, the majority of which was capitalized.
Software  replacements in Cliffs Drilling's foreign  offices  will  be
completed  during 1999 at a total cost of approximately  $.5  million.
R&B  Falcon  additionally  determined that certain  of  its  remaining
accounting  software  and systems were not Y2K compliant.  R&B  Falcon
personnel have completed the majority of these modifications  and  the
remaining  non-compliant  software will  be  undergoing  a  previously
planned upgrade in August 1999.

     Embedded   Technology  Systems.   Embedded   technology   systems
primarily  relate  to  the technology on board R&B  Falcon's  drilling
units.   The  testing and validation phase for the embedded technology
systems  includes testing each high and medium priority system,  which
consists  primarily of all systems located on drilling units  included
in  the  Deepwater and Shallow Water Divisions.  For systems on  board
the  Inland  Water  units,  confirmation of Y2K  compliance  has  been
received from the manufacturers of these systems.

     To  facilitate the embedded technology systems investigation, R&B
Falcon  hired  an additional employee whose primary responsibility  is
the  evaluation  of  these technology systems.   This  evaluation  was
completed in the second quarter of 1999.  The equipment evaluated  did
not  demonstrate  any  equipment failures  or  other  significant  Y2K
compliance  issues.  Based on these evaluations, R&B Falcon  estimates
that  the  total  cost  to  replace or upgrade non-compliant  embedded
technology systems will be less than $.5 million.

     Third Party Systems. R&B Falcon is contacting third parties  with
which  it has substantial relationships to determine what actions  may
be  needed  to mitigate its risks relating to the effects third  party
technology  failures  may  have on R&B Falcon.  R&B  Falcon  sent  out
requests  for  information  to all of its  electrical  and  electronic
contractors  in August 1998 and has received information from  85%  of
them  regarding their Y2K efforts.  Questionnaires were  sent  in  the
first quarter of 1999 to all of R&B Falcon's suppliers and third party
vendors.    Based on the responses received thus far,  it  is  evident
that our contractors and suppliers are placing a priority on achieving
Y2K  compliance.   In  the  event  R&B  Falcon's  major  suppliers  or
customers  do not successfully and timely achieve Y2K compliance,  R&B
Falcon's operations could be adversely affected.

     Contingency  Plans. R&B Falcon is continuing to  monitor,  on  an
ongoing basis, the problems and uncertainties associated with its  Y2K
issues  and their potential consequences. R&B Falcon has accepted  the
position  that  there will be some finite levels  of  risk  that  some
systems will not fully function after Y2K.  A risk-based approach  has
identified those items where absolute compliance is not guaranteed  by
the  vendor or supplier, and contingency plans are being developed  to
deal  with any safety related possibilities.  These contingency  plans
were completed in the second quarter of 1999.

     In  addition  to  the safety related contingency  plans  directly
related  to  uncertainties with equipment, R&B Falcon maintains  plans
for  all  critical  safety equipment as part of its  normal  business.
These  critical safety plans are currently being modified to  fit  the
Y2K criteria.  These modifications primarily include: having personnel
standing  by at critical equipment stations before the specified  time
changes,  having no crane lifts in operation and having  all  drilling
units  in  a  non-drilling mode. Failure of this  type  of  equipment,
whether  related to normal operational risk or Y2K problems,  must  be
managed  with contingency planning.  For this reason, additional  risk
due  to the Y2K issue does not measurably affect the risk to personnel
or equipment beyond the normal failure due to other causes.


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 June  30,
1999  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 June  30,  1999  was
$822.0 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 June 30, 1999.


                           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:  August 12, 1999                By   /s/T. W. Nagle
                                         -----------------------
                                         T. W. Nagle
                                         Vice President
                                         (Principal Financial
                                          Officer)