EXHIBIT 10.324


                        PERFORMANCE GUARANTEE

     THIS PERFORMANCE GUARANTEE (this "Guarantee"), dated as of February 1,
2000  is  made  by  R&B  FALCON CORPORATION, a  Delaware  corporation  (the
"Guarantor") in favor of RBF EXPLORATION CO., a Nevada corporation ("RBF"),
BTM  CAPITAL  CORPORATION, a Delaware corporation (the "Owner"),  TRAVELERS
CASUALTY  AND  SURETY  COMPANY OF AMERICA, a Connecticut  corporation,  and
AMERICAN HOME ASSURANCE COMPANY, a New York corporation (both collectively,
the  "Sureties"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Trustee (together with its successors and
assigns,  the  "Trustee") under that certain Trust Indenture  dated  as  of
August  12,  1999  by  and  between the Trustee and  RBF,  as  amended  and
supplemented by that certain Supplemental Indenture and Amendment  of  even
date  herewith  by and among the Trustee, the Owner and RBF  (as  hereafter
supplemented or amended, the "Indenture").

     WHEREAS,  RBF  issued  USD 250,000,000 of Senior  Secured  Notes  (the
"Notes")  pursuant to the Indenture to finance the construction, outfitting
and mobilization of the semi-submersible drilling rig to be named DEEPWATER
NAUTILUS (the "Drilling Rig");

     WHEREAS, RBF has transferred the Drilling Rig to the Owner;

     WHEREAS, pursuant to the Construction Supervisory Agreement dated  the
date  hereof  (the  "Construction Supervisory  Agreement")  the  Owner  has
engaged  RBF  Exploration II Inc., a Nevada corporation, (the "Supervisor")
to  manage  and  supervise the design, construction and outfitting  of  the
Drilling  Rig at the yard of the Builders and its mobilization as  required
by the SDDI Contract;

     WHEREAS,  both RBF and the Supervisor are each a wholly-owned indirect
subsidiary  of  the  Guarantor and it is to the corporate  benefit  of  the
Guarantor  that the Owner acquires the Drilling Rig and that the Supervisor
manage  the  design,  construction,  outfitting  and  mobilization  of  the
Drilling Rig; and

     WHEREAS,  pursuant  to  the Indenture, both RBF  and  the  Owner  have
granted  to the Trustee a security interest in, among other things, certain
rights in the Construction Supervisory Agreement.

     NOW, THEREFORE, in consideration of the premises, the Guarantor hereby
agrees as follows:

SECTION 1. Guarantee.

     The  Guarantor  hereby unconditionally and irrevocably guarantees  the
full  performance and observance by the Supervisor of all of the  terms  of
the  Construction Supervisory Agreement (other than the payment obligations
of  the  Supervisor set out in Article IV of such agreement).  All  of  the
obligations of the Supervisor under the Construction Supervisory  Agreement
guaranteed  by  the Guarantor pursuant to this Guarantee  are  referred  to
herein  as  the  "Obligations."  If the Supervisor  fails  to  perform  and
observe  any  term or condition of the Construction Supervisory  Agreement,
other  than  those  contained in Article IV, the  Guarantor  undertakes  to
itself perform or cause to be performed, within ten (10) days after receipt
of  notice to such effect from RBF, the Owner, the Sureties or the Trustee,
any  such term or condition not so performed or observed by the Supervisor,
and  to  indemnify and hold RBF, the Owner, the Sureties  and  the  Trustee
harmless from and against any loss, costs, damage, claim or expenses, other
than  those  contained in Article IV, which may be incurred by or  asserted
against  them in connection with any failure on the part of the  Supervisor
to perform or observe any term or condition of the Construction Supervisory
Agreement.

SECTION 2.  Guarantee Absolute.

     (a)  The  Guarantor  hereby guarantees that the  Obligations  will  be
          performed  or paid strictly in accordance with the terms  of  the
          Construction  Supervisory  Agreement,  regardless  of  any   law,
          regulation   or  order  now  or  hereafter  in  effect   in   any
          jurisdiction affecting any such terms or the rights of  RBF,  the
          Owner,  the  Sureties or the Trustee with respect  thereto.   The
          liability of the Guarantor under this Guarantee shall be absolute
          and unconditional irrespective of:

          (i)  any  lack  of validity or enforceability of the Construction
               Supervisory  Agreement,  the Construction  Contract  or  any
               other agreement or instrument entered into between RBF,  the
               Owner,  the  Trustee, the Builders, the Sureties and/or  the
               Guarantor;

          (ii) any  change  in the time, manner or place of performance  or
               payment  of,  or in any other term of, all  or  any  of  the
               Obligations,  or  any other amendment or waiver  of  or  any
               consent  to  departure  from  the  Construction  Supervisory
               Agreement or the Construction Contract;

    (iii) any   other  circumstance  which  might  otherwise  constitute  a
          defense  available  to,  or a discharge  of,  the  Supervisor  in
          respect  of the Obligations or the Guarantor in respect  of  this
          Guarantee.

     (b)  This  Guarantee shall continue to be effective or be  reinstated,
          as  the case may be, if at any time any performance or payment of
          any of the Obligations is rescinded or must otherwise be returned
          by  RBF,  the  Owner,  the  Sureties  or  the  Trustee  upon  the
          insolvency, bankruptcy or reorganization of RBF or the  Owner  or
          otherwise, all as though such payment had not been made.

SECTION 3. Waiver.

     The  Guarantor hereby waives (a) notice of acceptance hereof, protest,
demand  and  dishonor, presentment and demand of any kind now or hereafter,
provided  by any statute or rule of law, (b) promptness, diligence,  notice
of  acceptance and any other notice with respect to any of the  Obligations
and this Guarantee and any requirement that RBF, the Owner, the Sureties or
the  Trustee  or  any  other person exhaust any right or  take  any  action
against the Supervisor or any other person or entity or any collateral, (c)
all  set  offs  and counterclaims it may have against RBF, the  Owner,  the
Sureties,  the Trustee or any other person and (d) any defense  arising  by
any  insolvency, lack of authority, power, dissolution or any other defense
of the Supervisor or the Guarantor.

SECTION 4. Subrogation.

     The Guarantor will not exercise any rights which it may acquire by way
of  subrogation  under  this Guarantee, by any payment  made  hereunder  or
otherwise,  until  all  the Obligations and all other  obligations  of  the
Supervisor  under the Construction Supervisory Agreement  shall  have  been
performed or paid in full.  If any amount shall be paid to the Guarantor on
account  of  such  subrogation rights at any time when all the  Obligations
shall  not  have  been  performed or paid in full,  such  amount  shall  be
forthwith  paid to the Trustee for the account of RBF and the Owner  to  be
credited and applied against the Obligations.

SECTION 5. Payments Free and Clear of Taxes, Etc.

     (a)  All sums payable by the Guarantor under this Guarantee, shall  be
          paid  in full without set-off or counterclaim and in such amounts
          as  may  be  necessary  in order that all  such  payments  (after
          deduction  or  withholding for or on account of  any  present  or
          future  taxes,  levies,  imposts,  duties  or  other  charges  of
          whatsoever  nature imposed by any Governmental Entity  or  taxing
          authority thereof, other than any income tax or franchise tax  or
          other  tax  or  fee on or measured by the gross receipts  or  net
          income  of RBF, the Owner, the Trustee, the Sureties or the  Note
          Holders  collectively the "Taxes") shall not  be  less  than  the
          amounts otherwise specified to be paid under this Guarantee.

     (b)  A  certificate as to any additional amounts payable to  RBF,  the
          Owner  or  the  Trustee under this Section  5  submitted  to  the
          Guarantor  by  the  Trustee shall show in reasonable  detail  the
          amount  payable  and the calculations used to determine  in  good
          faith such amount and shall be deemed prima facie correct.

     (c)  With  respect to each deduction or withholding for or on  account
          of  any Taxes, the Guarantor shall promptly furnish to the  Owner
          and  the  Trustee such certificates, receipts and other documents
          as may be required (in the reasonable judgment of the Trustee) to
          establish  any  income tax credit to which  the  Trustee  may  be
          entitled.

SECTION 6. APPLICABLE LAW AND JURISDICTION.

     THIS  GUARANTEE  (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.  ANY LEGAL ACTION OR PROCEEDING AGAINST THE GUARANTOR WITH RESPECT
TO  THIS  GUARANTEE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW  YORK,
SITTING  IN  NEW  YORK  COUNTY, THE U.S. DISTRICT COURT  FOR  THE  SOUTHERN
DISTRICT OF NEW YORK, OR IN THE COURTS OF ANY OTHER JURISDICTION WHERE SUCH
ACTION OR PROCEEDING MAY BE PROPERLY BROUGHT.

SECTION 7. Representations and Warranties.

     The  Guarantor hereby represents and warrants to RBF, the  Owner,  the
Sureties and the Trustee as follows:

          (a)  It  is a corporation duly incorporated, validly existing and
               in  good  standing under the laws of the State  of  Delaware
               duly  qualified  as  a foreign corporation  to  do  business
               wherever  its business or ownership of property requires  it
               to be so qualified and has the corporate power and authority
               and  the  legal right to own and lease its property  and  to
               conduct its business.

          (b)  The execution, delivery and performance by the Guarantor  of
               this  Guarantee and any other documents contemplated  herein
               and   the  completion  of  all  other  transactions   herein
               contemplated  are within the Guarantor's authority,  are  in
               furtherance  of  the Guarantor's purposes,  have  been  duly
               authorized  by all necessary action and will not  contravene
               any applicable law or regulation nor violate the Guarantor's
               Articles  of  Incorporation  or By-Laws  nor  any  agreement
               binding  on  the  Guarantor  nor  any  applicable   law   or
               regulation or order or decree of any governmental  authority
               or agency.

      (c) This   Guarantee  is   supported  by  adequate   and   sufficient
          consideration, has been validly executed by or on behalf  of  the
          Guarantor and represents the valid and binding obligation of  the
          Guarantor, enforceable in accordance with its terms and will  not
          result  in  the  Guarantor's liabilities (including  the  maximum
          amount  of liabilities that may be reasonably expected to  result
          from  all  contingent liabilities and giving effect to rights  of
          contribution and subrogation) exceeding the fair market value  of
          its  assets.   The enforceability of this Guarantee, however,  is
          subject to all applicable bankruptcy, insolvency, reorganization,
          moratorium  and  other  laws affecting the  rights  of  creditors
          generally and to general equity principles.

          (d)  The  legality, validity, enforceability or admissibility  of
               this  Guarantee are not subject to or conditional upon  this
               Guarantee  being  filed,  recorded  or  enrolled  with   any
               governmental authority or agency or stamped with any  stamp,
               duty  or similar transaction tax of the State of Texas,  the
               State of New York or the United States of America.

          (e)  There  are  no  pending, or to the best of  the  Guarantor's
               knowledge,  any threatened actions or proceedings  affecting
               the  Guarantor  before  any court,  governmental  agency  or
               arbitrator  in  any country, which may materially  adversely
               affect   the  financial  condition  or  operations  of   the
               Guarantor.

SECTION 8. The Construction Supervisory Agreement.

     The   Guarantor  hereby  acknowledges  receipt  of  the   Construction
Supervisory  Agreement and hereby consents and agrees to  the  Construction
Supervisory Agreement and to all the terms and provisions thereof.

SECTION 9. Amendments, Etc.

     No  amendment or waiver of any provision of this Guarantee nor consent
to any departure by the Guarantor therefrom shall in any event be effective
unless the same shall be in writing and signed by the Trustee and, so  long
as  the  Performance Bond (as defined in the Indenture) is  outstanding  or
amounts  are  due  to  the Sureties as a result of payments  made  by  them
thereunder, the Sureties and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

SECTION 10. Notices.

     All  notices,  requests  and demands shall be  in  writing  (including
telecopier  transmission)  given to or made  upon  the  respective  parties
hereto as follows:

In the case of the Guarantor at:

     R&B Falcon Corporation
     901 Threadneedle
     Houston, Texas 77079
     Attention: Chief Financial Officer
     Telecopier: (281) 496-0285

In the case of the Owner at:

     BTM Capital Corporation
     125 Summer Street
     Boston, MA 02110
     Attention: Senior Vice President ? Administration
     Telecopier: (617) 345-5687

In the case of RBF at:

     RBF Exploration Co.
     901 Threadneedle
     Houston, Texas  77079
     Attention: President
     Telecopier:(281) 496-0285

In the case of the Trustee, at:

     Chase Bank of Texas, National Association
     1150 Chase Tower
     600 Travis Street
     Houston, TX 77002

     Attention: Mauri J. Cowen
     Telecopier: (713) 216-5476

In the case of the Sureties, at:

     Travelers Casualty and Surety Company of America
     One Tower Square, 3PB
     Hartford, Connecticut  06183

     Attention: Bond Claim
     Telecopier: 860-277-5722

     American Home Assurance Company
     175 Water Street, 6th Floor
     New York, New York  10038

     Attention: Bond Claims
     Telecopier: 212-458-1331


or  to  such  other address as any party hereto shall designate by  written
notice  to  the other parties hereto.  All notices shall be effective  upon
delivery or three (3) days after being deposited in the United States  mail
with  postage  prepaid certified, return receipt requested in  a  correctly
addressed  wrapper,  or  upon receipt if delivered to  Federal  Express  or
similar  courier  company or transmitted by telefax during normal  business
hours.

SECTION 11. No Waiver; Remedies.

     No  failure on the part of RBF, the Owner, the Sureties or the Trustee
to  exercise, and no delay in exercising, any right hereunder shall operate
as  a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of
any  other  right.   The remedies herein provided are  cumulative  and  not
exclusive of any remedies provided by law.

SECTION 12. Continuing Guarantee.

     This  Guarantee is a continuing guarantee and shall (i) remain in full
force  and  effect until performance or payment in full of the  Obligations
and payment in full of all other amounts due under this Guarantee, (ii)  be
binding upon the Guarantor, its successors or assigns, as the case may  be,
(iii)  inure  to the benefit of and be enforceable by RBF, the  Owner,  the
Sureties  and the Trustee and their respective successors, transferees  and
assigns,  provided,  however,  that the  Guarantor  may  not  transfer  its
obligations  under  this  Guarantee or any part of  it  without  the  prior
written  consent of RBF, the Owner, the Sureties and the Trustee; and  (iv)
continue to be effective, or be reinstated, as the case may be, if  at  any
time payment or any part thereof, of any of the Obligations is rescinded or
must be restored or returned by RBF, the Owner, the Sureties or the Trustee
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization
of  the Guarantor or upon the appointment of a receiver, trustee or similar
officer for the Guarantor all as though such payment had not been made.

SECTION 13.    Non-Petition Covenant.

     So  long  as  any  indebtedness or other obligations  secured  by  the
Indenture are outstanding, the Guarantor will not institute, and  will  not
join  with  others in instituting, any involuntary bankruptcy or  analogous
proceeding  against RBF or the Owner under any bankruptcy,  reorganization,
receivership  or similar law, domestic or foreign, as now or  hereafter  in
efffect.

Section 14.  Definitions.

     All  capitalized terms used in this Guarantee and not  defined  herein
are  used  with the meanings given to them in the Construction  Supervisory
Agreement.


                         [signature page follows]



     IN WITNESS WHEREOF, the Guarantor has duly executed and delivered this
Guarantee, as of the date first above written.


                         R&B FALCON CORPORATION


                         By:_______________________
                         Name:_____________________
                         Title:____________________


THE STATE OF TEXAS  )
                    )
COUNTY  OF  HARRIS  )


     Before  me, the undersigned authority, on this day personally appeared
_______________,  the Executive Vice President of R&B  FALCON  CORPORATION,
known  to  me  to be the person whose name is subscribed to  the  foregoing
instrument  and  acknowledged  to me that he  executed  the  same  for  the
purposes  and consideration therein expressed, in the capacity stated,  and
as the act and deed of said corporation.

     Given  under my hand and seal of office this ________ day of February,
2000.




                              _________________________________
                              Notary Public, State of T E X A S