EXHIBIT 10.323


                    ACKNOWLEDGMENT OF RIG OWNERSHIP AND
            RATIFICATION OF OPERATION AND MAINTENANCE AGREEMENT

     This Acknowledgment of Rig Ownership and Ratification of Operation and
Maintenance Agreement ("Acknowledgment") dated as of February  1,  2000  is
among  R&B  Falcon  Corporation, a Delaware  corporation  ("Manager"),  RBF
Exploration   Co.,  a  Nevada  corporation  ("RBFE"),   and   BTM   Capital
Corporation, a Delaware corporation ("Independent Owner").

     WHEREAS, Manager and RBFE have entered into that certain Operation and
Maintenance Agreement dated as of August 12, 1999 ("O&M Agreement"); and

      WHEREAS,  RBFE and the Independent Owner contemporaneously  with  the
execution hereof have entered into that certain Equipment Sale and  Funding
Agreement of even date herewith ("Sale and Funding Agreement") pursuant  to
which  RBFE  conveyed  certain  property  and  equipment  for  use  in  the
construction of the Drilling Rig (as defined in the O&M Agreement)  to  the
Independent Owner (the "Conveyance of Drilling Rig Equipment"); and

      WHEREAS,  Hyundai  Corporation, Hyundai Heavy  Industries  Co.,  Ltd.
(collectively, "Hyundai"), RBFE and the Independent Owner contemporaneously
with the execution hereof have entered into that certain Novation Agreement
of  even  date  herewith  ("Novation Agreement")  pursuant  to  which  RBFE
transferred  all of its rights and obligations under that certain  Contract
for  Construction  and Sale of Vessel (Hull No. HRBS6) dated  November  14,
1997  beween RBFE and Hyundai to the Independent Owner (together  with  the
Conveyance  of  Drilling  Rig Equipment, the "Conveyance  of  Drilling  Rig
Interests");

      NOW THEREFORE, in consideration of the premises set forth herein  and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

      1.    Manager  understands that RBFE has entered into  the  Sale  and
Funding  Agreement and the Novation Agreement and hereby  acknowledges  and
consents to the Conveyance of Drilling Rig Interests.

     2.   Manager hereby agrees that the obligations and liabilities of the
Manager  under  the  O&M Agreement are beneficial  both  to  RBFE  and  the
Independent Owner and that such obligations and liabilities may be enforced
by either RBFE or RBFE on behalf of the Independent Owner.

     3.   Manager hereby further agrees that the Conveyance of Drilling Rig
Interests  in  no way affects the underlying terms of the O&M Agreement  as
between  Manager  and  RBFE, and Manager hereby ratifies  and  affirms  its
obligations and continued liability under the O&M Agreement.

      4.   THIS ACKNOWLEDGMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND  ENFORCEABILITY  HEREOF)  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED   IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT  OF
LAWS  RULES  THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE  LAWS  OF  A
JURISDICTION OTHER THAN SUCH STATE.

     5.   The parties may sign any number of copies of this Acknowledgment.
Each  signed  copy  shall be an original, but all of such  executed  copies
together shall represent the same agreement.

                         [signature page follows]



     IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment
to  be  duly  executed  and delivered by their proper and  duly  authorized
officers as of the day and year first above written.

                              R&B FALCON CORPORATION

                              By:_______________________________________
                              Name:
                              Title:


                              RBF EXPLORATION CO.

                              By:_______________________________________
                              Name:
                              Title:


                              BTM CAPITAL CORPORATION

                              By:_______________________________________
                              Name:
                              Title: