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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 September 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

     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. All of the Company's future cash flows
and long-term obligations are guaranteed by R&B Falcon.

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


                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Company or Group of Companies for Which Report is Filed:

                           RBF Finance Co.

     The financial statements for the three months ended September
30,  1999  and  for the period from inception (March  19,1999)  to
September  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  September  30,
1999  and  for  the  period  from  inception  (March  19,1999)  to
September  30, 1999 are not necessarily indicative of  results  of
operations  which will be realized for the period  from  inception
(March  19,  1999) to 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
                                                   SEPTEMBER 30,
                                                       1999
                                                   -------------
 ASSETS
 ------
 CURRENT ASSETS:
   Cash and cash equivalents                         $       1
   Interest receivable                                   3,736
                                                     ---------
    Total current assets                                 3,737

 RECEIVABLE FROM R&B FALCON CORPORATION                    450

 LOANS TO R&B FALCON CORPORATION                       800,000
                                                     ---------
 TOTAL ASSETS                                        $ 804,187
                                                     =========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Accrued interest expense                          $   3,972
   Accrued income taxes                                     76
                                                     ---------
    Total current liabilities                            4,048
                                                     ---------
 LONG-TERM OBLIGATIONS                                 800,000
                                                     ---------
 STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value                               -
  Capital in excess of par value                             1
  Retained earnings                                        138
                                                     ---------

     Total stockholders' equity                            139
                                                     ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 804,187
                                                     =========

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
                                 SEPTEMBER  30, 1999    SEPTEMBER  30, 1999
                                 -------------------    -------------------
REVENUES:
 Interest income                      $  22,534              $  44,490
 Commitment fee                               -                  1,746
                                      ---------              ---------
     Total revenues                      22,534                 46,236
                                      ---------              ---------
EXPENSES:
 Interest expense                        22,375                 45,993
 Other expense                               29                     29
                                      ---------              ---------
     Total expenses                      22,404                 46,022
                                      ---------              ---------
INCOME BEFORE INCOME TAX EXPENSE            130                    214

INCOME TAX EXPENSE                           46                     76
                                      ---------              ---------
NET INCOME                            $      84              $     138
                                      =========              =========

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
                                                   SEPTEMBER 30, 1999
                                                   ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                          $     138
   Adjustments to reconcile net income to net cash
   provided by operating activities:
     Changes in assets and liabilities:
       Accrued interest income                            (3,736)
       Receivable from R&B Falcon Corporation               (450)
       Accrued interest expense                            3,972
       Accrued income taxes                                   76
                                                       ---------
         Net cash provided by operating activities             -
                                                       ---------
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

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

The accompanying notes are an intregral 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
     experienced  in  1998 and through the first quarter  of  1999.  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 led
     to  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 nine months of 1999, R&B Falcon received net
     proceeds of approximately $1.5 billion from the issuance of senior
     notes,   preferred  stock  and  the  project  financing  for   the
     construction  of  the  Deepwater Nautilus.  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.   In addition, in September 1999, the limited  liability
     company which operates the Deepwater Frontier, which is owned  60%
     by  R&B  Falcon  and  40% by Conoco, completed  a  $270.0  million
     project  financing.   As  a result of such financing,  R&B  Falcon
     received $123.3 million for the repayment of advances made to  the
     limited  liability  company.   Also,  R&B  Falcon  is  considering
     certain  asset  sales, including the Seillean and  Iolair.  As  of
     September  30, 1999, R&B Falcon had $862.8 million of  cash,  cash
     equivalents, short-term investments and cash dedicated to  capital
     projects.

          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 1999 and 2000 to total approximately $663.0 million.

          R&B  Falcon  believes its projected level of cash flows  from
     operations,  which assumes an industry recovery in 2000,  cash  on
     hand  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,  it
     will  most  likely  use  a portion of the excess  to  retire  debt
     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 or the construction contract
     to  build a drilling rig (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  2
     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
     2  basis  points per annum.  In addition, the Company charged  R&B
     Falcon a commitment fee of 7% per annum from March 26, 1999 to the
     date  the  loans  were  funded.   The  loan  agreements  contained
     conditions that were to be met by R&B Falcon before the loans were
     to  be  funded.  As of September 30, 1999, R&B Falcon had met  the
     conditions on all of the ten loans.

        Loans  to  R&B  Falcon at September 30, 1999 consisted  of  the
     following (in thousands):

                          7-year   10-year    Total   Collateral
                        --------- --------- --------- ----------
     Loan to R&B Falcon $ 112,800 $ 112,800 $ 225,600 Peregrine VII
     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 September 30, 1999 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  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  September  30, 1999, the Company estimates  the  fair
     value of its debt obligations to be $839.0 million.


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 experienced in 1998 and through the  first
quarter  of  1999. 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 led to 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  September
30,  1999  and  for  the period from inception  (March  19,  1999)  to
September  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.

Liquidity And Capital Resources

     Cash Flows

     Net  cash used in investing activities was $800.0 million for the
period  from inception (March 19, 1999) to September 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 September 30, 1999  and
was the result of proceeds from the issuance of debt obligations.

     Liquidity

     During  the  first nine months of 1999, R&B Falcon  received  net
proceeds  of  approximately $1.5 billion from the issuance  of  senior
notes,  preferred stock and the project financing for the construction
of  the  Deepwater  Nautilus.  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.  In  addition,  in
September  1999,  the  limited liability company  which  operates  the
Deepwater  Frontier,  which is owned 60% by  R&B  Falcon  and  40%  by
Conoco,  completed a $270.0 million project financing. As a result  of
such  financing, R&B Falcon received $123.3 million for the  repayment
of  advances made to the limited liability company.  Also, R&B  Falcon
is considering certain asset sales, including the Seillean and Iolair.
As  of September 30, 1999, R&B Falcon had $862.8 million of cash, cash
equivalents,  short-term  investments and cash  dedicated  to  capital
projects.

     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 1999  and  2000  to  total approximately $663.0 million.

     R&B  Falcon  believes  its projected level  of  cash  flows  from
operations, which assumes an industry recovery in 2000, cash  on  hand
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, 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 completed  its
investigation  and  evaluation of these systems and has  substantially
completed 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  has  been
completed  during 1999 at a total cost of approximately  $.2  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 phased out.

     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, R&B Falcon completed on  site  testing  and
received confirmation of Y2K compliance from the manufactures 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 September
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  September  30,
1999 was $839.0 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 September 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:  November 10, 1999         By /s/T. W. Nagle
                                    --------------------
                                    T. W. Nagle
                                    Vice President
                                    (Principal Financial Officer)