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

                            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, 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               (I.R.S. Employer
 of 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 month periods ended June
30,  2000 and 1999, for the six months ended June 30, 2000  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
and  six  month  periods  ended June 30, 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)



                                             JUNE 30,   DECEMBER 31,
                                                2000       1999
                                             --------    ---------
                                           (unaudited)
 ASSETS
 ------
 CURRENT ASSETS:
   Cash and cash equivalents                 $       1    $       1
   Interest receivable                          26,151       26,151
                                             ---------    ---------
    Total current assets                        26,152       26,152

 RECEIVABLE FROM R&B FALCON CORPORATION            540          460

 LOANS TO R&B FALCON CORPORATION               800,000      800,000
                                             ---------    ---------
 TOTAL ASSETS                                $ 826,692    $ 826,612
                                             =========    =========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Accrued interest expense                  $  26,353    $  26,353
   Accrued income taxes                            118           90
                                             ---------    ---------
    Total current liabilities                   26,471       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                                220          168
                                             ---------    ---------

     Total stockholders' equity                    221          169
                                             ---------    ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 826,692    $ 826,612
                                             =========    =========

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


                            RBF FINANCE CO.

                        STATEMENT OF OPERATIONS
                             (in thousands)
                              (unaudited)
                                                               FOR THE
                                                                PERIOD
                                                                 FROM
                                                       SIX     INCEPTION
                                 THREE MONTHS ENDED   MONTHS  (MARCH 19,
                                      JUNE 30,        ENDED    1999) TO
                                 ------------------  JUNE 30,  JUNE 30,
                                    2000      1999     2000      1999
                                 --------  --------  --------  --------
REVENUES:
  Interest income                $ 22,415  $ 20,935  $ 44,830  $ 21,956
  Commitment fee                        -     1,451         -     1,746
                                 --------  --------  --------  --------
    Total revenues                 22,415    22,386    44,830    23,702
                                 --------  --------  --------  --------
EXPENSES:
  Interest expense                 22,375    22,392    44,750    23,618
                                 --------  --------  --------  --------
    Total expenses                 22,375    22,392    44,750    23,618
                                 --------  --------  --------  --------

INCOME (LOSS) BEFORE INCOME TAXES      40        (6)       80        84

INCOME TAX EXPENSE (BENEFIT)           14        (2)       28        30
                                 --------  --------  --------  --------
NET INCOME (LOSS)                $     26  $     (4) $     52  $     54
                                 ========  ========  ========  ========

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


                           RBF FINANCE CO.

                       STATEMENT OF CASH FLOWS
                            (in thousands)
                              (unaudited)
                                                             FOR THE
                                                              PERIOD
                                                    FOR THE    FROM
                                                      SIX    INCEPTION
                                                     MONTHS  (MARCH 19,
                                                     ENDED    1999) TO
                                                    JUNE 30,  JUNE 30,
                                                      2000     1999
                                                     -----   --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $  52   $     54
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Changes in assets and liabilities:
     Interest receivable                                 -    (22,491)
     Receivable from R&B Falcon Corporation            (80)         -
     Accrued interest expense                            -     23,618
     Accrued income taxes                               28         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         1          -
                                                     -----  ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $   1  $   1,212
                                                     =====  =========

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.  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. R&B Falcon  provides  for  the
     administrative  costs  of the Company.  Such  administrative
     costs are not considered material.

          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, and demand for drilling  services
     started  to  recover  as  well. However,  there  can  be  no
     assurance that demand for drilling rigs and related services
     will  reach utilization and dayrate levels of 1996-1998.  To
     date,  while  certain  markets have improved  substantially,
     taken as a whole, 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. Continued strength  in  natural  gas
     prices has recently bolstered this market.

          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.  While
     there  has been some improvement in utilization and dayrates
     in certain segments of drilling activity in which R&B Falcon
     participates  since  the beginning of  2000,  if  crude  oil
     and/or gas prices were to decline substantially from current
     levels,  there  could be a deterioration in 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  $305.0  million. As of  June  30,  2000,  R&B
     Falcon  had  $427.0 million of cash, cash equivalents,  cash
     dedicated  to  capital projects and short-term  investments.
     Also,  in  July 2000, R&B Falcon completed the sale  of  its
     Gulf  of  Mexico  oil and gas properties  for  approximately
     $127.2  million in cash and as a result R&B Falcon  received
     $117.2  million  and expects to receive the remaining  $10.0
     million in August 2000. R&B Falcon no longer expects to sell
     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.

        Loans  to  R&B Falcon at June 30, 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 June 30, 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  June 30, 2000, the Company estimates  the  fair
     value of its debt obligations to be $866.5 million.


     The following are the unaudited consolidated financial statements
of R&B Falcon as of June 30, 2000 and  for  the  three  and  six month
periods ended June 30, 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
June  30,  2000, the related consolidated statement of operations  for
the  three and six month periods ended June 30, 2000 and 1999 and  the
related consolidated statement of cash flows for the six months  ended
June   30,  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
July 31, 2000


                      R&B FALCON CORPORATION
                         AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEET
                           (in millions)
                                                  JUNE 30,  DECEMBER 31,
                                                    2000        1999
                                                 --------    ---------
                                                (unaudited)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents, gross               $   362.4   $   415.5
  Less cash dedicated to capital projects            (67.6)     (160.4)
                                                 ---------   ---------
  Cash and cash equivalents, net                     294.8       255.1
  Short-term investments                              64.6       301.5
  Accounts receivable:
    Trade, net                                       141.5       141.3
    Other                                             50.5        86.0
  Materials and supplies inventory                    69.2        52.6
  Drilling contracts in progress                       5.3        16.7
  Other current assets                                29.8        19.7
                                                 ---------   ---------
    Total current assets                             655.7       872.9
                                                 ---------   ---------
INVESTMENTS IN AND ADVANCES TO
  UNCONSOLIDATED INVESTEES                            87.2        82.7
                                                 ---------   ---------
PROPERTY AND EQUIPMENT:
  Drilling                                         4,225.6     4,041.1
  Other                                              270.1       256.1
                                                 ---------   ---------
    Total property and equipment                   4,495.7     4,297.2
  Accumulated depreciation                          (747.3)     (662.0)
                                                 ---------   ---------
    Net property and equipment                     3,748.4     3,635.2
                                                 ---------   ---------
GOODWILL, NET OF ACCUMULATED AMORTIZATION             86.7        84.8
                                                 ---------   ---------
DEFERRED CHARGES AND OTHER ASSETS                    170.3       246.3
                                                 ---------   ---------
TOTAL ASSETS                                     $ 4,748.3   $ 4,921.9
                                                 =========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Long-term obligations due within one year      $    39.9   $    20.1
  Accounts payable - trade                            61.4       110.7
  Accrued liabilities                                194.6       227.8
                                                 ---------   ---------
    Total current liabilities                        295.9       358.6

LONG-TERM OBLIGATIONS                              2,910.3     2,933.4

OTHER NONCURRENT LIABILITIES                          47.1        39.7

DEFERRED INCOME TAXES                                 12.7        53.2
                                                 ---------   ---------
    Total liabilities                              3,266.0     3,384.9
                                                 ---------   ---------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                     58.2        56.6
                                                 ---------   ---------
REDEEMABLE PREFERRED STOCK                           302.0       276.0
                                                 ---------   ---------
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value                         1.9         1.9
  Capital in excess of par value                   1,124.9     1,113.4
  Retained earnings                                    1.3        95.9
  Other                                               (6.0)       (6.8)
                                                 ---------   ---------
    Total stockholders' equity                     1,122.1     1,204.4
                                                 ---------   ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 4,748.3   $ 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  SIX MONTHS ENDED
                                        JUNE 30,            JUNE 30,
                                    -----------------   -----------------
                                     2000       1999      2000      1999
                                    -------   -------   -------   -------
OPERATING REVENUES:
  Deepwater                         $  88.1   $  86.3   $ 158.5   $ 176.5
  Shallow water                        56.7      47.8     101.8     114.6
  Inland water                         32.7      25.9      59.2      56.9
  Engineering services
    and land operations                31.6      66.4      95.2     122.2
  Development                           2.8        .1       4.7        .1
                                    -------   -------   -------   -------
    Total operating revenues          211.9     226.5     419.4     470.3
                                    -------   -------   -------   -------
COSTS AND EXPENSES:
  Deepwater                            47.9      40.0      93.0      83.3
  Shallow water                        41.6      33.3      73.8      81.6
  Inland water                         26.1      28.8      53.5      56.7
  Engineering services
    and land operations                26.5      50.7      77.0      89.0
  Development                           1.2       1.2       2.0       2.2
  Depreciation and amortization        45.0      38.3      89.2      74.8
  General and administrative           15.2      25.1      29.7      40.9
                                    -------   -------   -------   -------
    Total costs and expenses          203.5     217.4     418.2     428.5
                                    -------   -------   -------   -------
OPERATING INCOME                        8.4       9.1       1.2      41.8
                                    -------   -------   -------   -------
OTHER INCOME (EXPENSE):
  Interest expense, net of
    capitalized interest              (50.6)    (43.0)   (102.5)    (71.4)
  Interest income                       7.7      10.3      16.9      14.9
  Income (loss) from equity
    investees plus related
    revenues and expenses              (5.2)      5.7      (8.8)      6.3
  Other, net                             .6       (.1)       .2       (.3)
                                    -------   -------   -------   -------
    Total other income (expense)      (47.5)    (27.1)    (94.2)    (50.5)
                                    -------   -------   -------   -------
LOSS BEFORE INCOME TAXES, MINORITY
  INTEREST AND EXTRAORDINARY LOSS     (39.1)    (18.0)    (93.0)     (8.7)
                                    -------   -------   -------   -------
INCOME TAX EXPENSE  (BENEFIT):
  Current                              14.7      10.8      12.6      18.6
  Deferred                            (26.0)    (17.2)    (40.5)    (21.7)
                                    -------   -------   -------   -------
    Total income tax
      expense (benefit)               (11.3)     (6.4)    (27.9)     (3.1)
                                    -------   -------   -------   -------
MINORITY INTEREST                      (1.5)     (2.6)     (3.3)     (5.3)
                                    -------   -------   -------   -------
LOSS BEFORE EXTRAORDINARY LOSS        (29.3)    (14.2)    (68.4)    (10.9)
EXTRAORDINARY LOSS,
  NET OF TAX BENEFIT                     -         -         -       (1.7)
                                    -------   -------   -------   -------
NET LOSS                              (29.3)    (14.2)    (68.4)    (12.6)
DIVIDENDS AND ACCRETION ON
  PREFERRED STOCK                      13.3       9.1      26.2       9.1
                                    -------   -------   -------   -------
NET LOSS APPLICABLE
 TO COMMON STOCKHOLDERS             $ (42.6)  $ (23.3)  $ (94.6)  $ (21.7)
                                    =======   =======   =======   =======
NET LOSS PER COMMON SHARE:
  Basic:
    Loss before extraordinary
      loss and after preferred
      stock dividends               $  (.22)  $  (.12)  $  (.49)  $  (.10)
    Extraordinary loss                  -         -         -        (.01)
                                    -------   -------   -------   -------
      Net loss                      $  (.22)  $  (.12)  $  (.49)  $  (.11)
                                    =======   =======   =======   =======
  Diluted:
    Loss before extraordinary
      loss and after preferred
      stock dividends               $  (.22)  $  (.12)  $  (.49)  $  (.10)
    Extraordinary loss                  -         -         -        (.01)
                                    -------   -------   -------   -------
        Net loss                    $  (.22)  $  (.12)  $  (.49)  $  (.11)
                                    =======   =======   =======   =======

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                               193.5     192.6     193.2     192.5
                                    =======   =======   =======   =======
  Diluted                             193.5     192.6     193.2     192.5
                                    =======   =======   =======   =======

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)

                                                   SIX MONTHS ENDED
                                                        JUNE 30,
                                                   -----------------
                                                     2000      1999
                                                   -------   -------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                          $ (68.4)  $ (12.6)
 Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities:
   Depreciation and amortization                      89.2      74.8
   Deferred income taxes                             (40.5)    (22.4)
   Loss (gain) on dispositions of
     property and equipment                            1.7      (4.9)
   Recognition of deferred expenses                   10.0       5.8
   Deferred compensation                               1.7       3.4
   (Income) loss from equity investees
     plus related revenues and expenses                8.8      (6.3)
   Minority interest in income of
     consolidated subsidiaries                         3.3       5.3
   Extraordinary loss from extinguishment
     of debt, net of tax benefit                       -         1.7
   Changes in assets and liabilities:
     Accounts receivable, net                         35.3      65.5
     Materials and supplies inventory                (14.1)     (7.7)
     Drilling contracts in progress                   11.3       2.8
     Deferred charges and other assets               (38.0)    (23.0)
     Accounts payable - trade                        (51.8)      9.5
     Accrued liabilities                             (36.5)    (10.7)
     Accrued interest                                  1.5      30.4
     Income taxes                                     (1.2)      4.7
     Other, net                                        5.8        .6
                                                   -------   -------
       Net cash (used in) provided by
         operating activities                        (81.9)    116.9
                                                   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Dispositions of property and equipment                 .2       5.7
 Purchases of property and equipment                (202.2)   (442.0)
 Decrease in cash dedicated to capital projects       92.8       -
 Sale (purchase) of short-term investments           236.9    (175.7)
 Increase in investments in and advances
   to unconsolidated investees                       (13.2)   (156.7)
                                                   -------   -------
     Net cash provided by (used in)
       investing activities                          114.5    (768.7)
                                                   -------   -------
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
 Net proceeds from issuance of preferred stock          -      288.8
 Principal payments on long-term obligations          (3.3)     (8.2)
 Distribution to minority shareholders of
  consolidated subsidiaries, net of contributions     (1.7)    (27.6)
 Exercise of stock options                             9.9        -
 Exercise of warrants                                  2.3        -
 Other                                                 (.1)       .4
                                                   -------   -------
     Net cash provided by financing activities         7.1     980.0
                                                   -------   -------
NET INCREASE IN CASH AND CASH EQUIVALENTS             39.7     328.2

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     255.1     177.4
                                                   -------   -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $ 294.8   $ 505.6
                                                   =======   =======
Supplemental Cash Flow Disclosures:
  Interest paid, net of capitalized interest       $ 132.5   $  74.3
  Income taxes paid                                $  20.7   $  13.7
  Purchase of property and equipment in
    exchange for debt or equity                    $   2.5   $   9.2

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 June 30,  2000,  $37.9
     million  of  cash  and  cash  equivalents  related  to   the
     Company's  majority-owned  subsidiary  Arcade  Drilling   AS
     ("Arcade"). Arcade's cash and cash equivalents 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 (in which the Company has a 60% interest)
     and  as a result $67.6 million of the Company's cash at June
     30,  2000 was restricted as to use. Such amount consists  of
     $17.6  million  related to the financing  of  the  Deepwater
     Nautilus and will be used for 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.

          PROPERTY AND EQUIPMENT - On June 30, 2000, the  Company
     completed  a  series  of  refinancing  transactions  on  the
     Deepwater  Nautilus which resulted in the Company  receiving
     $13.0 million, which has been recorded as a reduction of the
     Deepwater  Nautilus' cost, and the Company has the potential
     to  receive  an additional $19.0 million over  the  next  20
     years.

          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 June 30, 2000  and
     1999  amortization  of  goodwill was  $.6  million  and  $.5
     million,  respectively.   For the six months ended June  30,
     2000 and 1999 amortization of goodwill was $1.1 million  and
     $.9 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 June  30,  2000  and
     1999  was  $18.4  million  and $21.4 million,  respectively.
     Interest capitalized for the six months ended June 30,  2000
     and  1999 was $35.6 million and $36.0 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.   SAB  101  has  been
     amended allowing the Company to extend its implementation of
     SAB  101  until the fourth quarter of 2000.  The Company  is
     currently  reviewing  its accounting practices  and  if  any
     necessary adjustments are needed to comply, such adjustments
     will be made in the fourth 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 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  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
     continuing  to review its rights with respect to termination
     of  the  contract.  The  Company has  received  a  six-month
     drilling  contract from another customer for the Falcon  100
     to commence drilling 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.   Petrobras,   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,
     and  the Company is contesting same.  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.

          In   1998,   the   Company  cancelled  four   drillship
     conversion  projects in which the Company had  purchased  or
     committed  to purchase drilling equipment for such projects.
     The  Company  had  expected  to  use  some  of  the  surplus
     equipment on other construction and/or upgrade projects  and
     to  maintain  the  balance as inventory. A majority  of  the
     equipment   originally  ordered  was   directed   to   other
     construction projects. As of June 30, 2000, the Company  had
     approximately  $55.3  million  remaining  of  such   surplus
     drilling equipment. The Company is continually reviewing the
     value and utility of such equipment and if in the future  it
     is  determined the Company cannot realize the recorded value
     of the surplus equipment, the Company could incur additional
     write-offs or write-downs of such equipment.

          In  April 1998, Cliffs Drilling entered into a  turnkey
     contract with PDVSA Exploration and Production ("PDVSA")  to
     drill  60  turnkey wells in Venezuela. The drilling  program
     commenced  in  March 1998 and the program  was  expected  to
     extend  over approximately three and one-half years  and  to
     utilize   seven   of  the  Company's  land  drilling   rigs.
     However,  during the first quarter of 1999, in  response  to
     the  downturn  in  the market and changes  in  both  PDVSA's
     management and its operating policies, PDVSA and the Company
     renegotiated  prices at reduced margins and  in  the  fourth
     quarter of 1999, renegotiations were made at further reduced
     margins.  By  the  end of the second quarter  of  2000,  the
     Company had completed 35 of the 60 wells. In February  2000,
     PDVSA  cancelled the turnkey contract for the  remaining  25
     wells. Although PDVSA cancelled its turnkey contract,  three
     of  the  land drilling rigs that were working on  a  turnkey
     basis have been subsequently contracted to work for PDVSA on
     a  dayrate  basis.  Also,  in  December  1999,  the  Company
     commenced  work  under  a  new  one-year  dayrate   drilling
     contract  with  PDVSA  utilizing  Rig  55  which  had   been
     previously stacked and has obtained drilling contracts  with
     PDVSA  for two jointly owned land drilling rigs. The Company
     is currently bidding on other dayrate contracts with PDVSA.

          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 continues  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  a
     judgment has been entered based on the jury verdict awarding
     the  plaintiffs damages of approximately $30.0  million  for
     excess  drilling costs, loss of insurance proceeds, loss  of
     hydrocarbons  and interest.  The Company has  filed  motions
     for  a  new trial and a judgment notwithstanding the verdict
     in  contemplation of perfecting its appeal of such  judgment
     and believes it will be successful upon appeal.  The Company
     further   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, the insurers
     and  underwriters have denied coverage.  Cliffs Drilling has
     instituted    litigation   against   those   insurers    and
     underwriters  to  enforce  its  rights  under  the  relevant
     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 and six month periods
     ended June 30, 2000 and 1999 is as follows (in millions):

                             Three Months Ended  Six Months Ended
                                  June 30,           June 30,
                              ----------------   ----------------
                                2000     1999      2000     1999
                              -------  -------   -------  -------
Operating revenues by segment:
 Deepwater                    $  88.1  $  86.3   $ 158.8  $ 176.5
 Shallow water                   57.0     49.2     104.5    116.5
 Inland water                    35.7     25.9      63.6     56.9
 Engineering services
   and land operations           31.8     66.4      95.4    122.2
 Development                      2.8       .1       4.7       .1
 Intersegment eliminations       (3.5)    (1.4)     (7.6)    (1.9)
                               ------   ------    ------  -------
   Total operating revenues   $ 211.9  $ 226.5   $ 419.4  $ 470.3
                              =======  =======   =======  =======

Operating income (loss) by segment:
 Deepwater                    $  20.9  $  32.6   $  27.2  $  66.5
 Shallow water                     .4      (.2)     (1.3)     4.5
 Inland water                     1.3     (9.8)     (5.2)   (13.6)
 Engineering services
   and land operations            1.9     13.6      11.9     29.2
 Development                       .1     (1.2)       .8     (2.3)
 Other and eliminations            .4       .1        .4       .2
                              -------  -------    ------  -------
                                 25.0     35.1      33.8     84.5
 Unallocated depreciation
   and amortization              (1.4)     (.9)     (2.9)    (1.8)
 Unallocated general
   and administrative           (15.2)   (25.1)    (29.7)   (40.9)
                              -------  -------   -------  -------
    Operating income          $   8.4  $   9.1   $   1.2  $  41.8
                              =======  =======   =======  =======

          For  the  three  months ended June 30, 2000  and  1999,
     revenues  from  PDVSA  Exploration and Production  of  $11.6
     million  ($11.3 million reported in the engineering services
     and  land operations segment and $.3 million reported in the
     inland  water  segment)  and $42.9  million  ($38.7  million
     reported  in  the  engineering services and land  operations
     segment  and  $4.2  million reported  in  the  inland  water
     segment),  respectively,  accounted  for  5.5%  and   18.9%,
     respectively,   of  the  Company's  consolidated   operating
     revenues.  For the six months ended June 30, 2000 and  1999,
     revenues  from  PDVSA  Exploration and Production  of  $44.1
     million  ($43.2 million reported in the engineering services
     and  land operations segment and $.9 million reported in the
     inland  water  segment)  and $90.9  million  ($82.0  million
     reported  in  the  engineering services and land  operations
     segment  and  $8.9  million reported  in  the  inland  water
     segment),  respectively,  accounted  for  10.5%  and  19.3%,
     respectively,   of  the  Company's  consolidated   operating
     revenues.

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

                                    June 30,  December 31,
                                      2000       1999
                                   ---------  ---------
      Deepwater                    $ 2,858.8  $ 2,942.5
      Shallow water                  1,193.4    1,263.5
      Inland water                     355.3      227.7
      Engineering services
        and land operations            107.2      172.5
      Development                       56.7       49.5
      Corporate                        176.9      266.2
                                   ---------  ---------
       Total                       $ 4,748.3  $ 4,921.9
                                   =========  =========

D)   EARNINGS PER SHARE

          The  following table summarizes the basic  and  diluted
     per  share  computations for loss before extraordinary  loss
     and  after preferred stock dividends for the three  and  six
     month  periods  ended June 30, 2000 and  1999  (in  millions
     except per share amounts):

                                             Three Months       Six Months
                                            Ended June 30,    Ended June 30,
                                           ----------------  ----------------
                                             2000     1999     2000     1999
                                           -------  -------  -------  -------
Numerator:
Loss before extraordinary loss             $ (29.3) $ (14.2) $ (68.4) $ (10.9)
Dividends and accretion on preferred stock   (13.3)    (9.1)   (26.2)    (9.1)
                                           -------  -------  -------  -------
Loss before extraordinary loss and
  after preferred stock dividends
  - basic and diluted                      $ (42.6) $ (23.3) $ (94.6) $ (20.0)
                                           =======  =======  =======  =======
Denominator:
Weighted average common shares
  outstanding - basic and diluted            193.5    192.6    193.2    192.5
                                           =======  =======  =======  =======
Earnings per share:
Loss before extraordinary loss
  and after preferred stock dividends:
    Basic                                  $  (.22) $  (.12) $  (.49) $  (.10)
    Diluted                                $  (.22) $  (.12) $  (.49) $  (.10)

E)   STOCK AWARDS

          During  the  first  six  months of  2000,  the  Company
     granted stock options, with respect to the Company's  common
     stock,   of  approximately  2,474,381  shares  to  executive
     officers   and   certain  employees  of  the   Company   and
     approximately 115,000 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 $20.625 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  quarter  of  2000,
     restricted stock awards with respect to 137,350 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.

F)   SUBSEQUENT EVENTS

          In July 2000, the Company's wholly-owned subsidiary R&B
     Falcon   Subsea  Development  Inc.  and  its  majority-owned
     subsidiary  Reading & Bates Development Co.  ("Devco")  sold
     their  Gulf  of Mexico oil and gas properties to  Enterprise
     Oil  for  approximately $127.2 million in cash. The  Company
     expects  to  record a pre-tax gain of approximately  $65-$70
     million  in the third quarter of 2000 from the sale of  such
     oil  and  gas  properties. Approximately 13.6% of  Devco  is
     owned  by  minority  shareholders, including  directors  and
     employees  of  the Company and Devco.  Net proceeds  to  the
     Company   are  impacted  accordingly  by  sales   of   Devco
     properties.

          Also  in the third quarter of 2000, the Company expects
     to  complete  the  sale of its 38.6% ownership  interest  in
     Navis  ASA for approximately $83.0 million. Navis ASA  is  a
     Norwegian   public  company  which  owns   the   dynamically
     positioned drillship, Navis Explorer I.



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 six months ended June
30,  2000 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 offset by interest expense on the Senior  Secured
Notes.  Interest  income and interest expense increased  for  the  six
months ended June 30, 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.

     The  Company's results of operations for the three month  periods
ended  June 30, 2000 and 1999 consists of interest and commitment  fee
revenues  from the loans to R&B Falcon offset by interest  expense  on
the Senior Secured Notes.

Liquidity And Capital Resources

     Cash Flows

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

     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.  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, and demand for drilling  services
started  to  recover as well. However, there can be no assurance  that
demand  for  drilling rigs and related services will reach utilization
and  dayrate levels of 1996-1998. To date, while certain markets  have
improved substantially, taken as a whole, 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. Continued strength in natural  gas
prices has recently bolstered this market.

     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. While there has been  some improvement in utilization
and dayrates  in  certain segments  of  drilling activity in which R&B
Falcon participates  since the  beginning of 2000, if crude oil and/or
gas prices were  to  decline  substantially from current levels, there
could be a deterioration  in 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 $305.0 million. As of June 30,  2000,
R&B  Falcon  had  $427.0  million  of  cash,  cash  equivalents,  cash
dedicated  to  capital projects and short-term investments.  Also,  in
July  2000, R&B Falcon completed  the  sale  of  its  Gulf  of  Mexico
oil and gas properties for approximately $127.2 million in cash and as
a result R&B Falcon received $117.2 million and  expects  receive  the
remaining $10.0 million in August 2000.  R&B Falcon no  longer expects
to sell 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  June
30,  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 June 30, 2000 was
$866.5 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, 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:  August 11, 2000          By  /s/T. W. Nagle
                                   -----------------------
                                   T. W. Nagle
                                   Vice President and Treasurer
                                   (Principal Accounting and
                                   Financial Officer)