EXHIBIT 10.246

                FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT


       This  First  Amendment  to  Note  Purchase  Agreement  (this  "First
Amendment")  is made and entered into as of this 1st day of February,  2000
between  RBF EXPLORATION CO., a Nevada corporation (the "Company") and  the
PURCHASER which is a signatory hereto (the "Purchaser").

      In  consideration  of  the  mutual covenants  and  agreements  herein
contained  and  subject to the satisfaction of the conditions  set  out  in
Article 3 below, the Purchaser and the Company agree that the Note Purchase
Agreement,  as  hereinafter defined, pursuant to Section 9.1 thereof  (with
the  consent  of  Chase  Bank of Texas, National Association,  as  Trustee,
Travelers   Casualty   and  Surety  Company  of  America,   a   Connecticut
corporation,  and American Home Assurance Company, a New York corporation),
is hereby amended as follows:

                                 ARTICLE 1

      Section  1.01    Specific Terms Defined .   As  used  in  this  First
Amendment, the term "Note Purchase Agreement" shall mean the Note  Purchase
Agreement  (Deepwater  Nautilus) dated as of  August  12,  1999  among  the
Company  and  the Purchaser, as the same may from time to time  be  further
amended,  modified  or  supplemented, and the term "Transaction  Documents"
shall have the meaning set forth in the Supplemental Indenture.

      Section 1.02   Other Terms Defined .  Capitalized terms used, but not
defined,  in this First Amendment shall have the same meaning as set  forth
in the Note Purchase Agreement.

       Section  1.03    Amended  Definitions.   The  following  definitions
contained  in Schedule B of the Note Purchase Agreement are hereby  amended
and restated in its entirety to read as follows:

      "First Preferred Ship Mortgage" means the First Naval Mortgage of the
Drilling Rig, in the form of Exhibit A to the First Amendment, to be  dated
on the Rig Acceptance Date, from the Independent Owner to the Trustee.

      "Rig Acceptance Date" means the date the Drilling Rig is accepted for
delivery by the Independent Owner pursuant to the Construction Contract.

      Section  1.04    Deleted  Definitions.  The following  definition  is
deleted from Schedule B of the Note Purchase Agreement:

      "Majority  Holders" shall have the meaning set  forth  in  the  Trust
Indenture.

      Section 1.05   New Definitions .  The following definitions are added
to Schedule B of the Note Purchase Agreement:

     "First Amendment" means the First Amendment to Note Purchase Agreement
between the Company and the Purchaser thereto dated as of February 1, 2000.

       "Independent  Owner"  shall  have  the  meaning  set  forth  in  the
Supplemental Indenture.

       "Supplemental  Indenture"  means  the  Supplemental  Indenture   and
Amendment  dated as of February 1, 2000 among the Company, the  Independent
Owner and the Trustee.

                                 ARTICLE 2

     Section 2.01   Representations and Warranties.  Section 5.25(b) of the
Note Purchase Agreement is hereby deleted in its entirety and replaced with
the following Section 5.25(b):

                "On the Rig Acceptance Date, (a) the Drilling Rig will
     be  provisionally registered in the name of the Independent Owner
     under  the  laws of the Republic of Panama, and no other  filing,
     recordation  or registration of any other document or  instrument
     will  be  necessary in order to establish the Independent Owner's
     good  and valid title to the Drilling Rig; provided that,  within
     six  months of the Rig Acceptance Date, title to the Drilling Rig
     must  be permanently registered in the Public Registry Office  of
     the Republic of Panama and (b) all filings necessary or desirable
     to  perfect  the first Lien and security interest of the  Trustee
     under  the Trust Indenture and the First Preferred Ship  Mortgage
     in  the Trust Estate as against creditors of and purchasers  from
     the  Independent Owner will have been duly made,  and  the  Trust
     Indenture and the First Preferred Ship Mortgage will create valid
     and  perfected first priority liens and security interests in the
     Trust  Estate,  effective as against creditors of and  purchasers
     from  the  Independent  Owner, securing all  obligations  secured
     thereby;  provided that within six months of the  Rig  Acceptance
     Date,  such ship mortgage must be permanently registered  at  the
     Public Registry Office of the Republic of Panama."

                                 ARTICLE 3

      Section  3.01   Conditions .  This First Amendment shall be effective
as  against  the  Purchaser upon receipt by the Trustee  of  the  following
documents  and  the satisfaction of the other conditions provided  in  this
Section  3.01,  each  of  which  shall be reasonably  satisfactory  to  the
Purchaser in form and substance:

          (A)  Representations and Warranties.

          The representations and warranties of each of the RBF Parties and
     of  the  Independent Owner in Article 5 of the Note Purchase Agreement
     (except  for Sections 5.13 and 5.14 thereof) and the other Transaction
     Documents  are  correct  in all material respects  and  are  true  and
     correct as if made on the date hereof.

          (B)  Performance; No Default .

           Each  of  the RBF Parties and the Independent Owner  shall  have
     performed  and  complied with and shall continue to be  in  compliance
     with  all agreements and conditions contained in this First Amendment,
     the  Supplemental Indenture, any other Transaction Documents, the Note
     Purchase  Agreement,  the  Trust  Indenture  and  the  other   Project
     Documents,  as amended, required to be performed or complied  with  by
     the date hereof and no Indenture Default or Indenture Event of Default
     shall have occurred and be continuing.

          (C)  The Parent .

                (i)  The Transaction Documents shall have been executed  by
          all parties thereto and delivered to the Trustee, with a copy  to
          the Purchaser, each of which shall be in full force and effect.

                (ii)  The Parent shall have executed and delivered  to  the
          Trustee, the Sureties and the Purchaser a letter certifying  that
          since  June  30, 1999, there has been no change in the  financial
          condition,  operations, business or properties of the Parent  and
          its  Subsidiaries  except changes that  individually  or  in  the
          aggregate  would  not reasonably be expected to have  a  Material
          Adverse Effect.

          (D)  Compliance Certificates .

                (i)  The Company shall have delivered to the Purchaser, the
          Sureties and the Trustee an Officer's Certificate dated as of the
          date  hereof  certifying that the conditions  specified  in  this
          Article 3 have been fulfilled.

                (ii) The Parent shall have delivered to the Purchaser,  the
          Sureties and the Trustee an Officer's Certificate dated as of the
          date  hereof  certifying that the conditions  specified  in  this
          Article 3 with respect to it have been fulfilled.

                (iii)     Each of the RBF Parties and the Independent Owner
          shall  have  delivered  to the Purchaser, the  Sureties  and  the
          Trustee  (a) a certified copy of its certificate of incorporation
          or articles of association, (b) a certificate of its secretary or
          an   assistant  secretary  certifying  (1)  the  absence  of  any
          amendments  to  its certificate of incorporation or  articles  of
          association  since  the  date of such  certified  copy,  (2)  its
          bylaws,  (3)  the  due  adoption or  approval  by  its  board  of
          directors of resolutions attached to such certificate relating to
          the  transactions contemplated hereby and (4) the  incumbency  of
          each  of  its  officers  who  has executed  any  of  the  Project
          Documents, and (c) a good standing certificate from its state  of
          incorporation.

                (iv)  The  Trustee shall have delivered to the Purchaser  a
          certificate  of  its vice president, secretary  or  an  assistant
          secretary certifying (a) as to resolutions or other authority  to
          act as Trustee and (b) the incumbency of each of its officers who
          has executed any of the Project Documents.

          (E)  Opinions of Counsel .

          The Purchaser shall have received an opinion dated as of the date
     hereof (i) from Gardere Wynne Sewell & Riggs, L.L.P., counsel for  the
     RBF  Parties substantially in the form of Exhibit B hereto, (ii)  from
     Arias,  Fabrega  &  Fabrega, Panamanian counsel for  the  RBF  Parties
     substantially in the form of Exhibit C hereto, (iii) from the  general
     counsel and internal counsel for each of the Sureties substantially in
     the  form  of Exhibit D hereto, (iv) from senior internal counsel  for
     the  Independent Owner substantially in the form of Exhibit  E  hereto
     and  (v)  from  Dewey Ballantine, outside counsel to  the  Independent
     Owner, in the form of Exhibit F hereto.

          (F)  Payment of Special Counsel Fees .

           The  Company  shall have paid on or before the date  hereof  the
     reasonable fees, charges and disbursements of special counsel to  each
     of  the  holders of the Class A1 Notes, Class A2 Notes, Credit Support
     Parties and Trustees; provided that the holders of the Class A1  Notes
     shall  all  use  the same counsel, the holders of the Class  A2  Notes
     shall  all use the same counsel, the Credit Support Parties shall  all
     use  the same counsel and the Trustees shall use the same counsel, and
     to  the  extent reflected in a statement of each such counsel rendered
     to the Company at least one Business Day prior to the date hereof.

          (G)  Proceedings and Documents .

           All  corporate  and  other proceedings in  connection  with  the
     transactions  contemplated  by  this First  Amendment  and  all  other
     Transaction  Documents and instruments incident  to  such  Transaction
     Documents  shall be reasonably satisfactory to the Purchaser  and  the
     Purchaser's  special  counsel, and the Purchaser and  the  Purchaser's
     special counsel shall have received all such counterpart originals  or
     certified or other copies of such documents as the Purchaser  or  they
     may reasonably request.

          (H)  Notes - Rating

           Standard  and Poor's Ratings Services, a division of The  McGraw
     Hill  Companies, Inc. ("S&P") shall have reaffirmed, giving effect  to
     the  Transaction Documents, its AA rating of the Class A1  Notes,  and
     Duff  &  Phelps  Credit  Rating Co. (together with  S&P,  the  "Rating
     Agencies")  shall  have reaffirmed, giving effect to  the  Transaction
     Documents, its AA rating of the Class A1 Notes and its BBB+ rating  of
     the Class A2 Notes.

          (I)  Insurance

           The Company shall have delivered to the Purchaser, the Sureties,
     the  Rating Agencies and the Trustee evidence of insurance as required
     by  the First Preferred Ship Mortgage and the Construction Supervisory
     Agreement, as appropriate.

          (J)  Filing of Mortgage

           The Company shall have delivered to the Purchaser, the Sureties,
     the   Rating   Agencies  and  the  Trustee  confirmation  certificates
     evidencing the provisional filing of the First Preferred Ship Mortgage
     with the Public Registry of the Republic of Panama.

          (K)  Documentation

           The Company shall have delivered to the Purchaser, the Sureties,
     the  Rating  Agencies  and the Trustee evidence that  the  provisional
     patente  has  been  issued by the Republic of Panama  documenting  the
     Drilling Rig in the name of the Independent Owner.

          (L)  Consent of Liquidity Providers

           The  Purchaser  shall  have received written  consent  from  the
     liquidity  providers (to the extent such consent is  required  by  the
     Liquidity  Documents)  to the execution and  delivery  of  this  First
     Amendment,  any  other  document referred to  herein  or  contemplated
     hereby and any amendment, supplement or novation of any of the Project
     Documents;  with such consent to be in form and substance satisfactory
     to the Purchasers and their counsel.

                                 ARTICLE 4

      Section  4.01    Amended Agreement .  Except as specifically  amended
above, the Note Purchase Agreement shall remain in full force and effect in
accordance  with  its  terms  following the  effectiveness  of  this  First
Amendment.   The  Company hereby ratifies and affirms its  obligations  and
continued  liability under the Note Purchase Agreement, the Trust Indenture
and the Notes.

      Section 4.02   Governing Law.   THIS FIRST AMENDMENT (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.

      Section  4.03    Counterparts .  The parties may sign any  number  of
copies of this First Amendment.  Each signed copy shall be an original, but
all of such executed copies together shall represent the same agreement.

                         [signature pages follow]

      IN  WITNESS  WHEREOF, the following parties hereto have  caused  this
First  Amendment to be duly executed as of the date first above  mentioned,
and  by  such execution, the Purchaser consents, to the extent required  by
any of the Project Documents, to the amendment of such Project Document  in
connection with this First Amendment.

                              COMPANY:

                              RBF EXPLORATION CO.

                              By:________________________
                              Name:
                              Title:

                              PURCHASER:

                              VICTORY RECEIVABLES CORPORATION

                              By:________________________
                              Name:
                              Title:


      IN  WITNESS  WHEREOF, the following parties hereto have  caused  this
First  Amendment to be duly executed as of the date first above  mentioned,
and  by  such execution, the Purchaser consents, to the extent required  by
any of the Project Documents, to the amendment of such Project Document  in
connection with this First Amendment.

                              COMPANY:

                              RBF EXPLORATION CO.

                              By:________________________
                              Name:
                              Title:

                              PURCHASER:

                              ANCHOR NATIONAL LIFE INSURANCE COMPANY

                              By:________________________
                                   Christopher F. Ochs
                                   Authorized Agent

      IN  WITNESS  WHEREOF, the following parties hereto have  caused  this
First  Amendment to be duly executed as of the date first above  mentioned,
and  by  such execution, the Purchaser consents, to the extent required  by
any of the Project Documents, to the amendment of such Project Document  in
connection with this First Amendment.

                              COMPANY:

                              RBF EXPLORATION CO.

                              By:________________________
                              Name:
                              Title:

                              PURCHASER:

                              FIRST SUNAMERICA LIFE INSURANCE COMPANY

                              By:________________________
                                   Christopher F. Ochs
                                   Authorized Agent


      IN  WITNESS  WHEREOF, the following parties hereto have  caused  this
First  Amendment to be duly executed as of the date first above  mentioned,
and  by  such execution, the Purchaser consents, to the extent required  by
any of the Project Documents, to the amendment of such Project Document  in
connection with this First Amendment.

                              COMPANY:

                              RBF EXPLORATION CO.

                              By:________________________
                              Name:
                              Title:


                              PURCHASER:

                              PARTHENON RECEIVABLES FUNDING, LLC

                              By:  Parthenon Receivables Funding
                                   Corporation, its sole member

                              By:________________________
                              Name:
                              Title: