EXHIBIT 10.317

                             PERFORMANCE BOND


Travelers Casualty and Surety
  Company of America                  BOND NO. 61 SB 103206545 BCM
American Home Assurance Company       BOND NO. 21-45-09


Know  all  Men  by  these  presents that we, RBF EXPLORATION  II  INC.,  as
principal  (the  "Principal"), TRAVELERS CASUALTY  AND  SURETY  COMPANY  OF
AMERICA,  a  Connecticut corporation whose main office is  located  at  One
Tower  Square, Hartford, Connecticut 06183 USA, and AMERICAN HOME ASSURANCE
COMPANY,  a  New York corporation whose main office is located at  70  Pine
Street, New York, New York 10270, as sureties (the "Sureties"), are  firmly
and  irrevocably bound unto BTM CAPITAL CORPORATION (the "Owner") and CHASE
BANK  OF TEXAS, NATIONAL ASSOCIATION (together with such successor trustees
permitted  pursuant to the terms hereof and the Indenture (defined  below),
the  "Indenture Trustee") as Indenture Trustee under a Trust Indenture  and
Security  Agreement   dated as of August 12, 1999, entered  into  with  RBF
Exploration  Co. ("RBFE"), as supplemented and amended by the  Supplemental
Indenture  and  Amendment dated as of February 1, 2000, between  RBFE,  the
Indenture  Trustee  and  the  Owner (as so supplemented  and  amended,  the
"Indenture")   (the   Owner  and  Indenture  Trustee   hereinafter   called
"Obligees"),  in the maximum penal sum of $265,000,000 (including  any  and
all interest, attorney's fees, expenses, costs and liquidated damages); for
which  payment the Principal and Sureties bind themselves, their respective
successors and assigns firmly by these presents.

WHEREAS, by Novation Agreement dated as of February 1, 2000, the Owner  has
entered  into  a written agreement dated November 14, 1997,  known  as  the
Contract  for Construction and Sale of Vessel (Hull No. HRBS6) (as  amended
to  date  and as further amended from to time to time as permitted  by  the
Indenture and otherwise with the consent of the Indenture Trustee  and  the
Sureties, the "Construction Contract"), with Hyundai Heavy Industries  Co.,
Ltd.  and Hyundai Corporation (the "Builders") with respect to construction
of  a  semi-submersible vessel (the "Rig") and the performance  of  certain
obligations  of the Builders under the Construction Contract is  guaranteed
by  Korea Exchange Bank pursuant to a Letter of Guarantee No. 0696GBD711111
(as  may  be  amended from time to time with the consent of  the  Indenture
Trustee and the Sureties, the "Bank Performance Guarantee").

WHEREAS,  RBFE has entered into a written agreement dated August 12,  1998,
known as the Offshore Daywork Drilling Contract (as amended to date and  as
further  amended  from  time  to time as permitted  by  the  Indenture  and
otherwise  with the consent of the Indenture Trustee and the Sureties,  the
"SDDI Contract"), with Shell Deepwater Development, Inc. ("SDDI").

WHEREAS,  the Principal has entered into a written agreement  dated  as  of
February  1,  2000,  known  as the Construction Supervisory  Agreement  (as
amended from time to time with the consent of the Indenture Trustee and the
Sureties,  the  "CSA"),  with the Owner and RBFE to supervise  the  design,
construction,  and  delivery  of  the  Rig  in  accordance  with  both  the
Construction Contract, the CSA and the SDDI Contract.

WHEREAS, in connection with certain monetary advances made or agreed to  be
made by RBFE and the Owner in connection with the construction and delivery
of  the  Rig  under the foregoing contracts, the Principal  has  agreed  to
furnish   this  Performance  Bond,  guaranteeing  either  (a)  the  design,
construction  and  delivery of the Rig on or before the  Outside  Date  (as
defined  in  the  CSA)  or (b) payment of certain damages,  in  the  manner
contemplated  by the CSA, in each case based on an Event of  Default  under
the CSA.

NOW, THEREFORE, the condition of this obligation is such that:

(1)  If the Principal has caused the Rig to be delivered to and accepted by
SDDI  and Completion (as defined in the CSA) has occurred on or before  the
Outside  Date (as defined in the CSA), then this obligation shall  be  null
and void, otherwise to remain in full force and effect.

(2)   If,  based  on an Event of Default (as defined in the CSA),  (i)  the
Indenture Trustee makes written demand on the Principal for payment of  the
amounts contemplated by Section 6.1 of the CSA and (ii) the Principal makes
payment  in  full  on such demand of all amounts due (including  Liquidated
Damages  (as  defined  in  the  CSA)) under said  Section  6.1,  then  this
obligation  shall be null and void, otherwise to remain in full  force  and
effect.

(3)   If,  based  on an Event of Default (as defined in the CSA),  (i)  the
Indenture Trustee makes written demand on the Principal for payment of  the
amounts  due pursuant to Section 6.1 of the CSA and the Principal fails  to
make  payment  in  full  on  such  demand of  all  amounts  due  (including
Liquidated  Damages)  pursuant to Section 6.1  of  the  CSA,  or  (ii)  the
Indenture  Trustee  notifies the Sureties that  it  has  determined  (which
determination  shall be reasonable and in good faith) that  the  making  of
such  demand on the Principal would be stayed pursuant to the operation  of
Section  362  of  Title 11 of the U.S. Code or otherwise  prohibited  as  a
matter  of  law  because of the existence of a petition for liquidation  or
reorganization  of  the  Principal under applicable bankruptcy  or  similar
laws, then in either case the Sureties shall take the actions set forth  in
either  the following paragraph (a) or paragraph (b), the choice of one  of
such paragraphs to be in the sole discretion of the Sureties:

     (a)  cause  Completion  to  occur on or before  the  Outside  Date  in
          accordance  with  the provisions of the CSA (other  than  Section
          2.5(r),  Section 2.5(v), Section 2.5(x), Section 2.5(y),  Section
          3.2(b),  Section 3.2(c) or Article VII (including Appendix  A  to
          the  CSA)  (it being understood and agreed that, subject  to  the
          provisions  of Section 3.2(a) of the CSA and notwithstanding  the
          existence of a Default or an Event of Default (as defined in  the
          CSA),  the  Sureties shall be entitled to requisition funds  from
          RBFE  on  behalf  of  the Owner and from the funds  held  by  the
          Indenture  Trustee (by Sureties' completion and delivery  to  the
          Indenture Trustee of the Form of Requisition attached to the  CSA
          as Exhibit B) and credited to the account styled "RBF Exploration
          Construction  Account"  (the  "Construction  Account")  for   the
          purpose of causing Completion); or

     (b)  pay  in  full  to  the  Obligees jointly,  by  wire  transfer  of
          immediately   available  funds,  within   10   days   after   the
          effectiveness of a claim made by either of the Obligees  pursuant
          to  the  terms hereof, all amounts (including Liquidated Damages)
          due pursuant to Section 6.1 of the CSA, to the account identified
          to  the  Sureties  in  a writing executed by both  Obligees  (the
          "Collection Account").

(4)   If,  following  an  Event of Default (as defined  in  the  CSA),  the
Sureties exercise the choice set forth in clause (3)(a) immediately  above,
and  Completion does not occur on or before the Outside Date for any reason
(including, without limitation, by reason of insufficiency of funds in  the
Construction Account to cause Completion) other than because of  a  failure
by  RBFE  on  behalf of the Owner or the Indenture Trustee to make  payment
under  Section  3.2  of  the  CSA in respect of a  properly  submitted  and
supported requisition (notwithstanding the existence of a Default or  Event
of Default (as defined in the CSA)), then the Sureties shall pay in full to
the  Obligees  jointly, to the Collection Account, the  amounts  (including
Liquidated  Damages)  due pursuant to, and within  the  time  provided  in,
Section 6.1 of the CSA, which payment shall not be reduced or diminished by
the  amount  expended by the Sureties in attempting to cause Completion  to
occur and which payment shall not exceed the penal sum of this Bond.

PROVIDED,  HOWEVER,  that (1) subject to the provisions  of  the  following
clause  (2), the total liability of the Sureties to make payment of amounts
pursuant  to  Section  6.1 of the CSA as contemplated  by  the  immediately
foregoing  clause (3)(b) and clause (4) of this Performance Bond shall  (a)
in  no event exceed the total of (x) the actual amount of the payments made
to,  at  the  direction of or for the benefit of RBFE,  the  Owner  or  the
Principal, from the funds held by the Indenture Trustee and credited to the
Construction  Account  and to the account styled "RBF  Exploration  Payment
Reserve  Account"  (collectively, the "Disbursement  Accounts")  under  the
Indenture,  and  (y) the amount of Liquidated Damages (as  defined  in  the
CSA),  but in no event in excess of the penal sum of this Performance Bond;
and  (b) be reduced by all monies theretofore actually and finally received
by  the  Obligees prior to payment by the Sureties hereunder on account  of
(i)  insurance policies or from the Bank Performance Guarantee and/or  (ii)
demand  made  on the Principal or R&B Falcon Corporation by either  of  the
Obligees,  in  respect  of amounts that would otherwise  be  due  from  the
Sureties  under  this Performance Bond; and (2) nothing in  this  paragraph
shall  be  construed to require that the Indenture Trustee take any  action
whatsoever  with  respect to the exercise of any remedy against  RBFE.  the
Owner,  the  Principal  or  any other person or  against  the  Disbursement
Accounts,   the  Bank  Performance  Guarantee  or  any  collateral   as   a
prerequisite  to  making  a  claim under this  Performance  Bond  or  as  a
prerequisite  to  the  performance  of  Sureties'  obligations  under  this
Performance Bond, and further,

PROVIDED, HOWEVER, that, subject to the provisions of clause (4) above, the
Sureties  shall  not be liable in the aggregate to both Obligees  for  more
than  the  penal  sum  of this Bond, and, in the event  of  conflicting  or
competing  demands  by  the  Obligees, shall be responsible  only  once  in
respect of any underlying claim, and further,

PROVIDED,  HOWEVER,  that  (1)  the  Sureties'  liability  hereunder  shall
automatically terminate if neither Obligee has provided notice of  a  claim
on this Performance Bond in accordance with the provisions hereof within 60
days  after the Outside Date (as defined in the CSA) and (2) the expiration
of this Bond may be extended, from time to time, with the Sureties' written
consent, and further,

PROVIDED, HOWEVER, the Sureties shall be severally, and not jointly, liable
under this Bond, and, with respect to each payment as well as the penal sum
of  this Performance Bond, the maximum liability of Travelers Casualty  and
Surety  Company of America  shall be limited to sixty percent (60%) and  of
American  Home  Assurance Company shall be limited to forty percent  (40%),
and further,

PROVIDED, HOWEVER, it is expressly understood and agreed that (x)  a  claim
under  this  Performance Bond must be made by either  of  the  Obligees  by
filing  written  notice of such claim with the Sureties  at  the  following
address: Travelers Casualty and Surety Company of America, Attention:  Bond
Claim, One Tower Square, 3PB, Hartford, Connecticut 06183-9062 with a  copy
to  American Home Assurance Company, 175 Water Street, 6th Floor, New York,
New  York  10038 Attention: Bond Claims, delivered by overnight courier  of
national  reputation,  (y) notice given in accordance  with  the  foregoing
shall  be  sufficient to both of the Sureties, and (z) such claim shall  be
effective  at  such  time as is provided in the following  paragraphs,  and
further,

PROVIDED,  HOWEVER,  any claim filed by either of  the  Obligees  shall  be
accompanied by:

(1)  if  such claim is based on an Event of Default arising from Completion
     not  occurring  by  the Outside Date, (a) a copy  of  the  conditional
     demand,  if  any, made by either of the Obligees pursuant  to  Section
     4.3(b)  of  the CSA, (b) such Obligee's written certification  to  the
     Sureties  that  Completion did not occur on or prior  to  the  Outside
     Date,  (c)  a copy of the written notice to the Principal (i)  stating
     that  an  Event  of Default under the CSA has occurred  by  reason  of
     Completion  not  occurring  on or prior  to  the  Outside  Date,  (ii)
     terminating the rights of the Principal under the CSA and (iii) if the
     conditional demand contemplated by Section 4.3(b) of the CSA  was  not
     made,  demanding payment by the Principal of the amounts described  in
     Section 6.1 of the CSA and (d) such Obligee's written certification to
     the  Sureties  that such payment was not made by the  applicable  date
     (which  shall  be  the later of the Outside Date and fifty  (50)  days
     after the notice described in clause (a), if such notice was given, or
     which shall be thirty (30) days after the date of the notice described
     in clause (c), if the notice in clause (a) was not given); or

(2)  if  such  claim is based on an Event of Default arising  from  Initial
     Acceptance not occurring on or before June 28, 2000, (a) a copy of the
     conditional demand, if any, made by either of the Obligees pursuant to
     Section 4.3(a) of the CSA, (b) such Obligee's written certification to
     the Sureties that Initial Acceptance did not occur on or prior to June
     28,  2000,  (c)  a  copy of (1) the written notice  to  the  Principal
     delivered pursuant to Section 6.1 of the CSA (x) stating that an Event
     of  Default under the CSA has occurred by reason of Initial Acceptance
     not occurring on or prior to June 28, 2000, (y) terminating the rights
     of  the  Principal  under the CSA, and (z) if the  conditional  demand
     contemplated  by  Section 4.3(a) of the CSA was  not  made,  demanding
     payment  by the Principal of the amounts described in Section  6.1  of
     the  CSA,  and  (2) the written demand made on R&B Falcon  Corporation
     under the performance guarantee provided by R&B Falcon Corporation  in
     favor  of  the  Principal  and  certain  other  persons  (the  "Falcon
     Performance  Guarantee") in respect of such Event of Default  (to  the
     extent  such  Event  of Default is covered by the  Falcon  Performance
     Guarantee),  and  (d)  such  Obligee's written  certification  to  the
     Sureties that such payment was not made by the applicable date  (which
     shall  be  the  later of June 28, 2000 and fifty (50) days  after  the
     notice  described in clause (a), if such notice was  given,  or  which
     shall  be  thirty (30) days after the date of the notice described  in
     clause (c), if the notice in clause (a) was not given); or

(3)  If  such  claim  is  based on any Event of Default  other  than  those
     described in clauses (1) and (2) above, (a) a copy of (1) the  written
     notice to the Principal stating that an Event of Default has occurred,
     terminating  the rights of the Principal under the CSA  and  demanding
     payment  by  the  Principal of the amounts described  in  Section  6.1
     within  thirty  (30) days of such notice, and (2) the  written  demand
     made  on R&B Falcon Corporation under the Falcon Performance Guarantee
     in  respect  of  such Event of Default (to the extent  such  Event  of
     Default  is covered by the Falcon Performance Guarantee),  and  (b)  a
     copy of a second written notice to the Principal stating that (i)  the
     Principal has failed to make the payments described in Section 6.1  of
     the  CSA as demanded in the first written notice, and (ii) as a result
     of  such  failure  such Obligee intends to make a demand  against  the
     Sureties  under  the Performance Bond, and (c) such Obligee's  written
     certification to the Sureties that the Principal has failed to  comply
     with  its  obligations  under the CSA within twenty  (20)  days  after
     receipt of such second notice.

Notwithstanding  anything  to  the  contrary  contained  herein,  a   claim
described  in clause (1), clause (2) or clause (3) above shall be effective
on  the  date  that is fifty (50) days after the date on  which  the  first
notice with respect to such claim is received by the Sureties (whether   in
the form of a copy of a demand or otherwise).  The failure of an Obligee to
contemporaneously deliver a copy of any notice to the Sureties as  required
under  clause (1), clause (2) or clause (3) above, shall not invalidate  an
otherwise  valid  claim  made on this Bond but shall  have  the  effect  of
delaying  the effectiveness of such claim to a date that is 50  days  after
the  date  on  which the first such copy of a notice is  delivered  to  the
Sureties.

If  either  Obligee  notifies the Sureties that it  has  determined  (which
determination shall be reasonable and in good faith) that the making of any
demand on the Principal or R&B Falcon Corporation described in clause  (1),
clause (2) or clause (3) above would be stayed pursuant to the operation of
Section  362  of  Title 11 of the U.S. Code or otherwise  prohibited  as  a
matter  of  law  because of the existence of a petition for liquidation  or
reorganization of the Principal or R&B Falcon Corporation under  applicable
bankruptcy  or similar laws, the failure of either Obligee to make  such  a
demand  on the Principal or R&B Falcon Corporation shall not invalidate  an
otherwise  valid  claim  made on this Bond but shall  have  the  effect  of
delaying  the effectiveness of such claim to a date that is 50  days  after
the  earlier of (a) the date on which such Obligee so notifies the Sureties
of  such  determination and (b) the date on which the first notice of  such
claim  pursuant to clause (1), clause (2) or clause (3) above was delivered
to the Sureties.

Subject  to  the  provisions of this Performance Bond with respect  to  the
maximum  liability  of  the Sureties, making a claim  under  the  foregoing
clause  (2) does not preclude making a subsequent claim under the foregoing
clause (1).  The Sureties agree that the Obligees' rights and the Sureties'
obligations  under  this Performance Bond shall remain in  full  force  and
effect  notwithstanding  any  insolvency or  bankruptcy  proceeding  by  or
against the Principal, R&B Falcon Corporation or any of its subsidiaries or
affiliates under Title 11 of the United States Code or any other federal or
state bankruptcy or insolvency laws.

PROVIDED, HOWEVER, that (1) the Indenture Trustee shall be deemed  to  have
automatically consented to the amendment of the date within the  definition
of  "Outside Date" under the CSA if (a) such amendment is agreed to by  the
Owner  and  the  Principal, and a copy thereof, signed by  the  Owner,  the
Principal and the Sureties has been delivered to the Indenture Trustee, (b)
such  amendment is consented to by the Sureties and SDDI and the rights  of
the  Owner  under the SDDI Contract are not impaired, (c) the extension  of
time  represented  by  such amendment does not  exceed  60  days,  (d)  the
payments  required  by Section 4.1 of the CSA are being  made  as  required
thereby and (e) the Sureties  certify (upon request of either Obligee) that
they believe in good faith that Completion can be made to occur before  the
Outside  Date  (as such definition is amended), and (2) if  either  of  the
Obligees  shall have actual knowledge of an Event of Default, such  Obligee
shall  use  good  faith  best efforts to so notify the  Sureties,  but  the
failure  of  an  Obligee to so notify the Sureties shall not invalidate  an
otherwise valid claim made on this Bond, and further,

PROVIDED, HOWEVER, that if the Sureties elect or are obligated to pay under
clause  3(b) or clause 4 above, rather than cause Completion to occur,  the
Sureties  shall  not  be obligated to make payment of  any  claim  on  this
Performance  Bond,  unless and until they shall  have  received  a  written
assignment, to become effective upon payment of such claim, of all  of  the
rights  of  the Indenture Trustee under each of the Construction  Contract,
the  Bank  Performance Guarantee, the SDDI Contract, the  CSA,  the  Falcon
Performance Guarantee and in all other collateral included within the Trust
Estate  (other than the Construction Account) (provided that, to the extent
that the Principal, RBFE or the Owner is obligated to the Indenture Trustee
under  the  Indenture  for  amounts in excess of  the  penal  sum  of  this
Performance  Bond,  the Indenture Trustee may retain a subordinated  second
priority security interest in such collateral to secure such obligation  to
the  Indenture Trustee so long as the Indenture Trustee agrees not to  take
any  action with respect to such interest (other than any action  necessary
to  preserve  such interest under applicable law) until such  time  as  all
security  interests in such collateral in favor of the Sureties shall  have
been  released by them); such assignment shall be substantially in the form
to  be  attached as Exhibit A hereto and shall be accompanied  by  a  legal
opinion substantially in the form to be attached as Exhibit B hereto.

No  right of action shall accrue on this Performance Bond to or for the use
of  any person or corporation other than the Obligees named herein and  any
assignees permitted by the following sentence.  Neither Obligee may  assign
any  one  or more of its rights hereunder without the prior written consent
of  the Sureties, provided, however, that either Obligee may assign any  or
all  of its rights hereunder to the other Obligee (subject to the terms  of
the  Indenture), and otherwise the Sureties will not unreasonably  withhold
their  consent to the assignment by the Indenture Trustee of any or all  of
its  rights hereunder to a successor trustee permitted under the Indenture.
This  Performance  Bond  shall be interpreted according  to  the  Laws  and
Statutes  of  the State of Connecticut, U.S.A.  The United States  District
Court,  located in Hartford, Connecticut, shall have exclusive jurisdiction
and  venue  with respect to any litigation arising under or connected  with
this Performance Bond.

The  parties  hereto voluntarily and intentionally waive any right  any  of
them  may have to a trial by jury in respect of any litigation arising  out
of,  under  or  in  connection with this Performance Bond  or  any  of  the
documents, agreements or transactions contemplated hereby.  This  Bond  may
be executed in one or more counterparts, each of which shall be an original
but all of which together shall constitute one instrument.

This Performance Bond is a complete statement of all of the obligations  of
the  Sureties  in  favor  of the Obligees in respect  of  the  transactions
contemplated hereby and by the CSA.

                  [Remainder of page intentionally blank]

     IN WITNESS WHEREOF, said the Principal and Sureties have hereunder set
their  hands and seals by their duly authorized representatives  this  ____
day of January, 2000.


Witness:                           RBF EXPLORATION II INC.


                                   By___________________________(Seal)
                                        Name:
                                        Title:


                                   TRAVELERS CASUALTY AND
                                   SURETY COMPANY OF AMERICA


                                   By____________________________(Seal)
                                        Name:
                                        Title:


                                   AMERICAN HOME ASSURANCE
                                   COMPANY


                                   By____________________________(Seal)
                                        Name:
                                        Title:

------------------------------------------------------------------------

                                 EXHIBIT A
                            to Performance Bond


                                ASSIGNMENT

     THIS ASSIGNMENT dated as of ____________ (as may hereafter be amended,
extended,   renewed  or  otherwise  modified  from  time  to   time,   this
"Assignment"),  by  ______ [TRUSTEE] ("Assignor"), in  favor  of  TRAVELERS
CASUALTY AND SURETY COMPANY OF AMERICA and AMERICAN HOME ASSURANCE COMPANY,
herein collectively referred to as ("Assignee").

PRELIMINARY STATEMENT

     Reference is made to a Performance Bond dated February 1, 2000, issued
on  or  prior  to  such  date  by the Assignee  in  favor  of  BTM  Capital
Corporation and the Assignor (the "Performance Bond").  All terms  as  used
herein  and not otherwise defined herein shall have the respective meanings
ascribed  to  them  in  the  Indenture (as such  term  is  defined  in  the
Performance Bond).

     As  a  condition  of the obligation of the Assignee to  make  payments
pursuant to clause 3(b) or clause 4 of the Performance Bond, Assignor  must
execute and deliver this Assignment.

     NOW,  THEREFORE,  in consideration of the foregoing premises  and  for
other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, Assignor hereby absolutely  assigns,  transfers,
conveys  and sets over to Assignee, its successors and assigns  all  right,
title and interest and all powers, privileges and benefits of Assignor (the
following herein referred to as the "Assigned Rights") (a) in, to and under
any  and all of the Project Documents identified on Annex 1 hereto and  (b)
against,  and  with respect to, the Issuer under the Granting  Clauses  and
Sections  7.1, 7.5 (other than clause (c) and clause (b)), 7.6,  7.7,  7.8,
7.9,  7.12,  8  and 9 of the Indenture; provided, however (i) the  Assignee
shall  have  no obligations to or rights against any of Note Holders  under
the  Indenture or otherwise and (ii) the Assigned Rights shall not  include
any rights of the Assignor in the Construction Account.

     TO  HAVE AND TO HOLD the Assigned Rights unto Assignee, its successors
and  assigns, to its and their own proper use and behoof, upon and  subject
to the terms and conditions set forth in this Assignment.

     Assignor represents, warrants, covenants and agrees with Assignee  and
the Noteholders as follows:

(1)       Representations and Warranties.  Assignor hereby represents and
warrants to Assignee that:

           (a)       Assignor has delivered to the Assignee an accurate and
     complete  copy of each of the Project Documents, each of which  is  in
     full  force  and  effect  and  none  of  which  has  been  amended  or
     supplemented  except as permitted by the Performance Bond (photocopies
     or  originals  of  which  are  attached hereto  as  Annex  I  to  this
     Assignment);

           (b)        Assignor  has  full corporate  power  and  authority,
     without the joinder or consent of any person (except for such consents
     as have been obtained and except for any consents of the Sureties that
     may  be  required), to assign the Assigned Rights pursuant to  and  as
     provided in this Assignment;

           (c)       Assignor has taken no action to create or permit,  and
     has  no  actual knowledge of the creation or existence of, any  liens,
     security  interests,  charges  or encumbrances  against  the  Assigned
     Interests  since  the effective dates of the Project  Documents  other
     than liens, security interests, charges and encumbrances permitted  by
     or consented to by the Sureties under the Performance Bond; and

           (d)       no consents, approvals, filings or authorizations  are
     required to effect the assignment of the Assigned Rights and to  grant
     to  the Assignee all rights and privileges of Assignor in the Assigned
     Rights.

     (2)       Absolute Assignment.

           (a)       The assignment of the Assigned Rights pursuant to this
     Assignment is intended to be, and shall be deemed and construed to be,
     an  absolute and unconditional present assignment to Assignee  of  the
     Assigned Rights, and not merely the grant or other creation of a  lien
     or security interest in or on the Assigned Rights.

           (b)       The assignment of the Assigned Rights pursuant to this
     Assignment  is  and shall be irrevocable.  All powers,  authorizations
     and  appointments granted to Assignee pursuant to this Assignment  and
     all  authorizations  and  directions and notices  to  parties  to  the
     Project Documents in respect of this Assignment also are and shall  be
     irrevocable.   Assignor shall not take any action that is inconsistent
     with  this  Assignment, and Assignor shall not  make  any  assignment,
     designation  or  direction  inconsistent with  this  Assignment.   Any
     purported assignment, designation or direction inconsistent with  this
     Assignment shall be null and void.

           (c)       Assignor makes no representation or warranty regarding
     title  to the Assigned Interests other than as set forth in Section  1
     above.

     (3)       Power of Attorney; Further Assurances.

           (a)        Assignor  hereby  authorizes Assignee,  and  appoints
     Assignee as Assignor's attorney-in-fact, at Assignee's option, to:

                (1)        appear,  on Assignor's behalf and  in  its  name
     (provided  that  reasonable notice of such use shall  be  provided  to
     Assignor),  for  the  purpose of prosecuting  any  claim  for  awards,
     damages or other amounts which may be or become payable to or for  the
     benefit of Assignor in any case or proceeds in respect of the Assigned
     Rights;

                (2)       execute and deliver, on Assignor's behalf and  in
     its  name,  such  further  assignments, deeds  and  other  instruments
     effectuating  any  conveyance  or assignment  reasonably  contemplated
     hereby; and

                 (3)        take  all  other  actions  from  time  to  time
     reasonably deemed by Assignee to be necessary or appropriate to enable
     Assignee to enjoy and exercise the Assigned Rights.

           (b)       The authorization and appointment of Assignee pursuant
     to  the immediately preceding paragraph (a) is irrevocable, is coupled
     with an interest and includes full power of substitution.

           (c)        Assignor  will take such acts, and will  execute  and
     deliver  such further documents and instruments, as may be  reasonably
     requested by Assignee to further effect the transfer and assignment of
     the   Assigned  Rights  as  contemplated  hereby  (including,  without
     limitation,  the execution and filing of necessary transfer  documents
     with  respect  to  the First Preferred Ship Mortgage and  any  Uniform
     Commercial Code financing statements).

     (4)          Notices.   All  notices,  demands,   requests  and  other
          communications to  be given to the Assignor or the Assignee under
          this  Assignment  shall  be  given  in  accordance with the Trust
          Indenture and shall become effective as  provided  in  the  Trust
          Indenture and the Performance Bond.

     (5)          Indemnification.  Assignee  agrees  to indemnify and hold
          harmless  Assignor  from and against any and all claims, expenses
          and liabilities  (including  attorneys  fees  and  other costs of
          defense) arising out of or in connection with Assignee's exercise
          of any rights and remedies under the  Assigned Rights, any use of
          Assignor's name granted pursuant hereto and the power-of-attorney
          grant to Assignee hereunder, other than any claims caused  solely
          by Assignor's own gross negligence or willful misconduct.

     (6)       Miscellaneous.

           (a)        The  captions and Section headings in this Assignment
     are  for convenience of reference only and are not intended to define,
     alter,  limit  or  enlarge in any way the scope  or  meaning  of  this
     Assignment or any provision set forth in this Assignment.

          (b)       The Preliminary Statement set forth at the beginning of
     this  Assignment is incorporated in and made a part of this Assignment
     by this reference.

           (c)        Each reference in this Assignment to any gender shall
     be  deemed  also  to include any other gender, and  the  use  in  this
     Assignment of the singular shall be deemed also to include the  plural
     and  vice  versa, unless the context clearly requires  otherwise.   As
     used  in  this Assignment, the term "person" means any and all natural
     persons   (whether  acting  for  themselves  or  in  a  representative
     capacity),   sole   proprietorships,  partnerships,  joint   ventures,
     associations,   trusts,   estates,   limited   liability    companies,
     corporations   (non-profit  or  otherwise),  financial   institutions,
     governments    (and   agencies,   instrumentalities   and    political
     subdivisions   thereof),   and   other   entities,   authorities   and
     organizations of every type.  As used in this Assignment,  unless  the
     context  clearly requires otherwise,  the words "herein," "hereunder,"
     hereinafter" and "hereto" and words of similar import shall be  deemed
     to  refer  to  this  Assignment as a whole and not to  any  particular
     Section, paragraph or other subdivision, and  the words "include"  and
     "including"  shall  be  deemed to be followed by  the  words  "without
     limitation."   Each reference in this Assignment to the provisions  of
     this  Assignment  or  the provisions of any of the  Project  Documents
     shall  be deemed to refer to any and all covenants, agreements, terms,
     conditions and other provisions hereof or thereof.

           (d)       This Assignment shall be governed by the internal laws
     of  the  State of Texas, without regard to principles of conflicts  of
     law.  If any provision of this Assignment shall be invalid, illegal or
     unenforceable in any respect, or if any provision of any of the  other
     Project Documents shall or would invalidate this Assignment, then such
     provision alone shall be deemed to be null and void, and the validity,
     legality  and  enforceability  of the  remaining  provisions  of  this
     Assignment and the remaining provisions of the other Project Documents
     shall  remain  in full force and effect and shall not in  any  way  be
     affected or impaired thereby.


   [Remainder of page intentionally blank; next page is signature page.]

     IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed
as of the date first above written.

                              [TRUSTEE]


                              By:______________________________________
                                   [Name]
                                   [Title]






STATE OF                 )
                         ) ss:                             [Date]
COUNTY OF                )

     Personally appeared [OFFICER] of [TRUSTEE], who executed the foregoing
instrument and acknowledged the same before me, to be his/her free act  and
deed as such [OFFICER] on behalf of said [corporation] [association].


                                   _________________________________
                                   Print Name:
{AFFIX NOTARIAL SEAL}              Notary Public
                                   My commission expires:


                                  Annex I

                        Copies of Project Documents

Including the following (all terms as defined in the Indenture):

Construction Supervisory Agreement
Performance Bond
Performance Guarantee
Refundment Guarantee
Assignment of Drilling Contract
Operation and Maintenance Agreement
First Preferred Ship Mortgage
SDDI Acknowledgment and Consent
[Other agreements and instruments executed by Issuer, RBF II or the Parent]

---------------------------------------------------------------------------

                                 EXHIBIT B

                            to Performance Bond


                                   [Date]


To the Sureties (defined below)

     Re:  RBF Exploration Co.
          $200,000,000 Senior Secured Class A1 Notes
          $50,000,000  Senior  Secured Class A2  Notes  (collectively, the
"Notes")

Ladies and Gentlemen:

     We  have  acted  as special outside counsel to Chase  Bank  of  Texas,
National Association (in its individual capacity herein referred to as  the
"Bank", and in its capacity as indenture trustee herein referred to as  the
"Trustee"),  a  national  banking association with  its  principal  banking
office  located in Houston, Texas, in connection with the issuance  by  RBF
Exploration  Co.  (the "Company") of the referenced Notes,  pursuant  to  a
Trust  Indenture and Security Agreement, dated as of August  12,  1999,  as
supplemented and amended by the Supplemental Indenture and Amendment  dated
as  of February 1, 2000 (the "Indenture"), by and between the Company,  BTM
Capital  Corporation  and the Trustee.  All defined terms  used  throughout
this  opinion and not otherwise defined herein shall have the same meanings
as  given  to such defined terms in the Indenture.  In connection with  the
foregoing, we have reviewed the assignment (the "Assignment") of even  date
herewith executed by the Trustee and delivered to the Sureties and each  of
the documents and instruments identified on Annex I hereto (herein referred
to as the "Assigned Agreements").

     We  have  also  examined certificates of officers of the Trustee,  the
Comptroller of the Currency of the United States, and such other  documents
and instruments as we have deemed necessary or appropriate in rendering the
opinions  set forth below.  In rendering the opinions set forth  below,  we
have assumed the following:

     (A)   The  genuineness  of all signatures (other  than  signatures  of
     persons   acting  on  behalf  of  the  Bank  and  the  Trustee),   the
     authenticity  of  all documents submitted to us as originals  and  the
     conformity to authentic original documents of all documents  submitted
     to  us  as  certified, conformed, photostatic or telephonic  facsimile
     copies.

     (B)    That  each of the other parties to the Assigned Agreements  had
     full  power  and  authority  to  execute,  deliver  and  perform   its
     respective obligations thereunder, the Assigned Agreements  have  been
     duly  authorized, executed and delivered by each of the other  parties
     thereto,  and  the  Assigned Agreements constitute valid  and  legally
     binding  obligations of each of the other parties thereto, enforceable
     against each in accordance with their respective terms.

     Based upon the foregoing and subject to the qualifications hereinafter
stated, we are of the opinion that:

     1.   The Bank is duly chartered, validly existing and in good standing
as  a national banking association with trust powers under the banking laws
of the United States of America.

     2.    The  Trustee  has all necessary corporate and trust  powers  and
authority  to execute and deliver the Assignment and its rights  under  the
Assigned Agreements, to perform its obligations under the Assignment and to
consummate all of the transactions contemplated thereby.

     3.    The  Trustee  has duly authorized, executed  and  delivered  the
Assignment.

     4.   The Assignment constitutes legal, valid and binding obligation of
the  Trustee,  enforceable  against the Trustee in  accordance  with  their
respective terms.

     5.    The  execution and delivery of the Assignment and compliance  by
the  Trustee  with  the provisions of the Assignment do not  and  will  not
contravene  any  law or any order known to us of any court or  governmental
authority or agency applicable to or binding on the Trustee or its articles
of association or its bylaws.

     6.    To  our knowledge there are no proceedings pending or threatened
and  there  is  no  existing  basis for any  such  proceedings  against  or
affecting   the  Trustee  in  or  before  any  governmental  authority   or
arbitration board or tribunal which, if adversely determined, might  impair
the ability of the Trustee to perform its obligations under the Assignment.

     7.   No authorization or approval or other action by, and no notice to
or  filing with, any governmental authority or regulatory body is  required
for  the  due  execution, delivery and performance by the  Trustee  of  the
Assignment.

     8.    The Assignment grants the Sureties all rights of the Trustee  in
the  Assigned  Agreements and will not affect the  rights  of  the  Trustee
against third parties thereunder or impair the validity or priority of  any
Liens created thereby.

The  opinions  expressed above are subject to the following  qualifications
and limitations:

     (a)   Enforceability and performance of the Assignment is  subject  to
     and  may  be  limited by (1) principles of equity and  (2)  applicable
     receivership, insolvency, fraudulent conveyance, moratorium and  other
     similar  laws  and  regulations from time-to-time in effect  generally
     applicable  to  and affecting the enforceability of creditors'  rights
     generally.

     (b)   We express no opinion as to whether a court would grant specific
     performance  or  any  other  equitable  remedy  with  respect  to  the
     enforceability of the Assignment.

     (c)  We express no opinion regarding the validity or enforceability of
     the choice-of-law provisions contained in the Assignment.

     (d)   We express no opinion regarding the validity, enforceability  or
     priority  of any lien, security interest or mortgage on any rights  or
     collateral  assigned to the Sureties by the Trustee  pursuant  to  the
     Assignment.

     (e)   We  express no opinion with respect to any of the provisions  of
     the  Assignment  and the Assigned Agreements that  purport  to  confer
     jurisdiction  or venue on any court, to waive service of  process,  to
     waive  rights to jury trial, to provide for indemnification of parties
     for  acts  of  negligence,  to  establish  evidentiary  standards,  to
     establish  standards of care, to exculpate parties from liability  for
     future  actions  or any provisions that may otherwise  be  limited  by
     public  policy  considerations, requirements of good  faith  and  fair
     dealing, reasonableness and similar standards.

     This  opinion is limited exclusively to the laws of the State of Texas
and  the federal laws of the United States of America in effect on the date
hereof,  and we express no opinion with regard to any matter which  may  be
governed by the laws of any other jurisdiction.

     The  opinions  expressed  herein are limited  solely  to  the  matters
expressly  set  forth in this opinion, and no opinion is to be  implied  or
should be inferred beyond the matters expressly so stated.

                              Very truly yours,



                                  Annex I

                         Documents and Instruments

(All terms as defined in the Indenture)

Indenture
Construction Supervisory Agreement
Performance Bond
Performance Guarantee
Refundment Guarantee
Assignment of Drilling Contract
Operation and Maintenance Agreement
First Preferred Ship Mortgage
SDDI Acknowledgment and Consent
[Other agreements and instruments executed by Issuer, RBF II or the Parent]