================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ______________

                                    FORM 10-Q

  [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT  OF  1934

                  For the quarterly period ended June 30, 2001

                                       OR

  [ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE
       SECURITIES EXCHANGE  ACT  OF  1934

                   FOR THE TRANSITION PERIOD FROM ________ TO ________.

                         Commission file number 1-13729

                                 ______________


                             R&B FALCON CORPORATION
             (Exact name of registrant as specified in its charter)

                                 ______________

               DELAWARE                               76-0544217
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)


          4 GREENWAY PLAZA
           HOUSTON, TEXAS                                77046
 (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code:  (713) 232-7500

                                 ______________

     The  registrant  meets  the  conditions  set  forth  in General Instruction
H(1)(a)  and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure  format.

     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
                                                     ---      ---

================================================================================


<PAGE>
<TABLE>
<CAPTION>
                             R&B FALCON CORPORATION

                               INDEX TO FORM 10-Q

                           QUARTER ENDED JUNE 30, 2001

                                                                                    Page
                                                                                    ----
PART I - FINANCIAL INFORMATION
------------------------------
<S>                                                                                 <C>
   ITEM 1. Financial Statements (Unaudited)

      Condensed Consolidated Statements of Operations
        Three Months Ended June 30, 2001 and 2000. . . . . . . . . . . . . . . . . .  1

      Condensed Consolidated Statements of Operations
        Five Months Ended June 30, 2001, One Month Ended January 31, 2001 and
        Six Months Ended June 30, 2000 . . . . . . . . . . . . . . . . . . . . . . .  2

      Condensed Consolidated Balance Sheets
        June 30, 2001 and December 31, 2000. . . . . . . . . . . . . . . . . . . . .  3

      Condensed Consolidated Statements of Cash Flows
        Five Months Ended June 30, 2001, One Month Ended January 31, 2001 and
        Six Months Ended June 30, 2000 . . . . . . . . . . . . . . . . . . . . . . .  4

      Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . .  5

   ITEM 2. Management's Discussion and Analysis of Financial
      Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . 11

   ITEM 3. Quantitative and Qualitative Disclosures about Market Risk. . . . . . . . 12

PART II - OTHER INFORMATION
---------------------------

   ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

   ITEM 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . 13
</TABLE>


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     The  condensed  consolidated financial statements of R&B Falcon Corporation
and  its  consolidated  subsidiaries  (the  "Company") included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and  Exchange  Commission.  Certain  information  and notes normally included in
financial statements prepared in accordance with accounting principles generally
accepted  in  the  United States have been condensed or omitted pursuant to such
rules and regulations.  These financial statements should be read in conjunction
with  the  audited  consolidated  financial  statements  and  the  notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31,  2000.

<TABLE>
<CAPTION>
                                  R&B FALCON CORPORATION AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (Unaudited)


                                                                            Three Months Ended    Three Months Ended
                                                                              June 30, 2001         June 30, 2000
                                                                           --------------------  --------------------
                                                                             Post-Acquisition      Pre-Acquisition
                                                                           --------------------  --------------------
                                                                                         (In millions)

<S>                                                                        <C>                   <C>
Operating Revenues                                                         $             352.2   $             222.5
---------------------------------------------------------------------------------------------------------------------
Costs and Expenses
  Operating and maintenance                                                              178.1                 172.9
  Depreciation                                                                            63.9                  44.4
  Goodwill amortization                                                                   34.8                   0.6
  General and administrative                                                               0.6                   6.4
---------------------------------------------------------------------------------------------------------------------
                                                                                         277.4                 224.3
---------------------------------------------------------------------------------------------------------------------
Gain (Loss) from Sale of Assets                                                            0.7                  (1.3)
---------------------------------------------------------------------------------------------------------------------
Operating Income                                                                          75.5                  (3.1)
---------------------------------------------------------------------------------------------------------------------
Other Income (Expense), Net
  Equity in earnings of joint ventures                                                     2.7                   5.2
  Interest income                                                                          3.5                   4.2
  Interest expense, net of amounts capitalized                                           (44.9)                (50.6)
  Other, net                                                                              (0.3)                  0.8
---------------------------------------------------------------------------------------------------------------------
                                                                                         (39.0)                (40.4)
---------------------------------------------------------------------------------------------------------------------
Income (Loss) Before Income Taxes, Minority
   Interest and Extraordinary Item                                                        36.5                 (43.5)

Income Tax Expense (Benefit)                                                              29.6                 (11.3)
Minority Interest in Income (Loss)                                                        (0.2)                  1.5
---------------------------------------------------------------------------------------------------------------------
Income (Loss) Before Extraordinary Item                                                    7.1                 (33.7)

Loss on Extraordinary Item, Net of Tax                                                   (17.3)                    -
---------------------------------------------------------------------------------------------------------------------
Net Loss                                                                                 (10.2)                (33.7)

Preferred Stock Dividends and Accretion                                                      -                  13.3
---------------------------------------------------------------------------------------------------------------------
Net Loss Applicable to Common Shareholders                                 $             (10.2)  $             (47.0)
=====================================================================================================================
</TABLE>

                             See accompanying notes.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                         R&B FALCON CORPORATION AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (Unaudited)


                                                               Five Months Ended    One Month Ended     Six Months Ended
                                                                 June 30, 2001      January 31, 2001     June 30, 2000
                                                              -------------------  ------------------  ------------------
                                                               Post-Acquisition     Pre-Acquisition     Pre-Acquisition
                                                              -------------------  ------------------  ------------------
                                                                                     (In millions)

<S>                                                           <C>                  <C>                 <C>
Operating Revenues                                            $            584.4   $           128.6   $           440.6
-------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
  Operating and maintenance                                                321.6               156.0               357.8
  Depreciation                                                             107.5                17.7                88.1
  Goodwill amortization                                                     58.0                 0.2                 1.1
  General and administrative                                                 3.8                60.8                13.2
-------------------------------------------------------------------------------------------------------------------------
                                                                           490.9               234.7               460.2
-------------------------------------------------------------------------------------------------------------------------
Loss from Sale of Assets                                                    (1.5)                  -                (1.7)
-------------------------------------------------------------------------------------------------------------------------
Operating Income (Loss)                                                     92.0              (106.1)              (21.3)
-------------------------------------------------------------------------------------------------------------------------
Other Income (Expense), Net
  Equity in earnings of joint ventures                                       4.7                 0.4                 4.0
  Interest income                                                            6.3                 1.6                18.8
  Interest expense, net of amounts capitalized                             (76.5)              (21.4)             (102.5)
  Other, net                                                                   -                 0.3                 1.0
-------------------------------------------------------------------------------------------------------------------------
                                                                           (65.5)              (19.1)              (78.7)
-------------------------------------------------------------------------------------------------------------------------
Income (Loss) Before Income Taxes, Minority
    Interest and Extraordinary Item                                         26.5              (125.2)             (100.0)

Income Tax Expense (Benefit)                                                32.6               (34.0)              (27.9)
Minority Interest in Income (Loss)                                          (0.6)                0.7                 3.3
-------------------------------------------------------------------------------------------------------------------------
Loss Before Extraordinary Item                                              (5.5)              (91.9)              (75.4)

Loss on Extraordinary Item, Net of Tax                                     (17.3)                  -                   -
-------------------------------------------------------------------------------------------------------------------------
Net Loss                                                                   (22.8)              (91.9)              (75.4)

Preferred Stock Dividends and Accretion                                        -                   -                26.2
-------------------------------------------------------------------------------------------------------------------------

Net Loss Applicable to Common Shareholders                    $            (22.8)  $           (91.9)  $          (101.6)
=========================================================================================================================
</TABLE>

                             See accompanying notes.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                              R&B FALCON CORPORATION AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                           (Unaudited)


                                                                            June 30,        December 31,
                                                                              2001              2000
                                                                        -----------------  ---------------
                                                                        Post-Acquisition   Pre-Acquisition
                                                                        -----------------  ---------------
                                                                         (In millions, except share data)

<S>                                                                     <C>                 <C>
                                             ASSETS
Cash and Cash Equivalents                                               $            44.5   $        358.0
Accounts Receivable, net of allowance for doubtful accounts of $10.6
    and $15.2 at June 30, 2001 and December 31, 2000, respectively                  337.4            288.6
Receivable from Related Parties                                                      38.8              5.9
Materials and Supplies, net of allowance for obsolescence of $7.9 and
    $8.7 at June 30, 2001 and December 31, 2000, respectively                        63.3             62.6
Other Current Assets                                                                 34.0             41.7
----------------------------------------------------------------------------------------------------------
    Total Current Assets                                                            518.0            756.8
----------------------------------------------------------------------------------------------------------

Property and Equipment                                                            4,143.5          4,634.0
Less Accumulated Depreciation                                                       106.9            835.0
----------------------------------------------------------------------------------------------------------
    Property and Equipment, net                                                   4,036.6          3,799.0
----------------------------------------------------------------------------------------------------------

Goodwill, net                                                                     5,516.5             85.5
Investments in and Advances to Joint Ventures                                        36.2             30.1
Assets Held for Sale                                                                121.7                -
Other Assets                                                                        131.5            123.5
----------------------------------------------------------------------------------------------------------
    Total Assets                                                        $        10,360.5   $      4,794.9
==========================================================================================================

                               LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts Payable                                                        $           65.4   $       157.8
Accrued Income Taxes                                                                36.4            17.7
Debt Due Within One Year                                                            37.2            41.4
Payable to Related Parties                                                          77.5             5.5
Other Current Liabilities                                                          129.2            96.9
---------------------------------------------------------------------------------------------------------
    Total Current Liabilities                                                      345.7           319.3
---------------------------------------------------------------------------------------------------------

Long-Term Debt                                                                   1,744.8         2,891.8
Long-Term Advances from Related Party                                            1,346.6               -
Deferred Income Taxes                                                              138.6            56.0
Other Long-Term Liabilities                                                         50.5            70.4
---------------------------------------------------------------------------------------------------------
    Total Long-Term Liabilities                                                  3,280.5         3,018.2
---------------------------------------------------------------------------------------------------------

Minority Interest                                                                  101.3            81.9
---------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Common Stock, $0.01 par value; 550,000,000 shares
    authorized, 1,000,000 and 212,049,592 shares issued and
    outstanding at June 30, 2001 and December 31, 2000, respectively                   -             2.1
Additional Paid-in Capital                                                       6,828.6         1,458.1
Accumulated Deficit                                                               (195.6)          (80.6)
Other                                                                                  -            (4.1)
---------------------------------------------------------------------------------------------------------
    Total Shareholders' Equity                                                   6,633.0         1,375.5
---------------------------------------------------------------------------------------------------------
    Total Liabilities and Shareholders' Equity                          $       10,360.5   $     4,794.9
=========================================================================================================
</TABLE>

                             See accompanying notes.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                           R&B FALCON CORPORATION AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (Unaudited)


                                                                  Five Months Ended    One Month Ended     Six Months Ended
                                                                    June 30, 2001      January 31, 2001     June 30, 2000
                                                                 -------------------  ------------------  ------------------
                                                                  Post-Acquisition     Pre-Acquisition     Pre-Acquisition
                                                                 -------------------  ------------------  ------------------
                                                                                        (In millions)
<S>                                                              <C>                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                         $          (22.8)  $           (91.9)  $           (75.4)
  Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities
        Depreciation                                                          107.5                17.7                88.1
        Goodwill amortization                                                  58.0                 0.2                 1.1
        Deferred income taxes                                                   3.4               (35.1)              (40.5)
        Equity in earnings of joint ventures                                   (4.7)               (0.4)               (4.0)
        Net loss from disposal of assets                                        1.6                   -                 1.7
        Amortization of debt fair value adjustments                           (19.4)                  -                   -
        Deferred compensation                                                     -                 9.8                 1.7
        Deferred income, net                                                    0.7                (1.0)                  -
        Deferred expenses, net                                                 12.6                 1.5                17.0
          Extraordinary loss on debt extinguishment, net of tax                17.3                   -                   -
          Changes in operating assets and liabilities, net of
           effects from the TSF Merger
            Accounts receivable                                               (26.3)              (22.2)               35.3
            Accounts payable and other current liabilities                    (96.4)               21.6               (86.8)
            Receivable/payable to related parties, net                         39.2                   -                   -
            Income taxes receivable/payable, net                               25.1                 2.9                (1.2)
            Other assets/liabilities, net                                     (32.8)               61.2               (22.2)
----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities                            63.0               (35.7)              (85.2)
----------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                      (182.8)              (16.5)             (202.2)
   Decrease (increase) in cash dedicated to capital projects                   (1.0)                2.7                92.8
   Proceeds from disposal of assets, net                                       28.1                 0.2                 0.2
   Expenses paid relating to the contribution of the inland
     marine support vessel business                                            (0.2)               (1.9)                  -
   Sale of short-term investments                                                 -                   -               236.9
   Purchase of minority interest                                                  -               (34.7)                  -
   Other, net                                                                  (1.3)                  -               (13.2)
----------------------------------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Investing Activities                          (157.2)              (50.2)              114.5
----------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from long-term advances from related party                  1,346.6                   -                   -
   Early repayments of debt instruments                                    (1,457.9)                  -                   -
   Other repayments of debt instruments                                        (9.2)               (8.1)               (3.3)
   Other, net                                                                  (5.8)                1.0                13.7
----------------------------------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Financing Activities                          (126.3)               (7.1)               10.4
----------------------------------------------------------------------------------------------------------------------------

Net (Decrease) Increase in Cash and Cash Equivalents                         (220.5)              (93.0)               39.7
----------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Period                              265.0               358.0               255.1
----------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                       $             44.5   $           265.0   $           294.8
============================================================================================================================
</TABLE>

                             See accompanying notes.


                                        4
<PAGE>
                     R&B FALCON CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS
                                   (Unaudited)

NOTE 1 - PRINCIPLES OF CONSOLIDATION

     Effective  January  31,  2001,  a change of control occurred and R&B Falcon
Corporation is now an indirect wholly owned subsidiary of Transocean Sedco Forex
Inc.  ("Transocean").  See  Note  3.

     The  accompanying  condensed  consolidated financial statements include the
accounts  of  R&B  Falcon  Corporation  and  its  consolidated subsidiaries (the
"Company").  Intercompany  transactions  and  accounts have been eliminated. The
equity  method  of accounting is used for investments in joint ventures owned 50
percent  or  less and for investments in joint ventures owned 50 percent or more
where  the  Company  does  not  have  significant  influence or control over the
day-to-day  operations  of  the  joint  venture.

     The  Company  contracts its drilling rigs, related equipment and work crews
primarily  on  a  dayrate  basis  to  drill  oil  and  gas  wells.

NOTE 2 - GENERAL

     BASIS  OF CONSOLIDATION - The accompanying condensed consolidated financial
statements  of  the  Company have been prepared without audit in accordance with
accounting  principles  generally  accepted  in  the  United  States for interim
financial  information  and with the instructions to Form 10-Q and Article 10 of
Regulation S-X of the Securities and Exchange Commission.  Accordingly, pursuant
to  such  rules  and  regulations, these financial statements do not include all
disclosures  required  by accounting principles generally accepted in the United
States  for  complete  financial statements. Operating results for the three and
six  months  ended  June  30, 2001 are not necessarily indicative of the results
that  may  be  expected  for the year ending December 31, 2001 or for any future
period.  In  connection  with  the  preparation  of  these financial statements,
management  was  required  to  make  estimates  and  assumptions that affect the
reported  amounts  of  assets, liabilities, revenues, expenses and disclosure of
contingent  liabilities.  Actual  results could differ from such estimates.  The
accompanying  condensed  consolidated  financial  statements  and  notes thereto
should be read in conjunction with the audited consolidated financial statements
and  notes  thereto included in the Company's Annual Report on Form 10-K for the
year  ended  December  31,  2000.

     CASH  AND  CASH  EQUIVALENTS  - At June 30, 2001, $38.0 million of cash and
cash  equivalents  related  to  the  Company's  majority-owned subsidiary Arcade
Drilling  as  ("Arcade").  Arcade's  cash  and cash equivalents are available to
Arcade  for  all purposes subject to restrictions under the Standstill Agreement
dated  as  of  August  31, 1991 between the Company, Arcade and Transocean. Such
restrictions  preclude  the  Company  from  borrowing  any  cash  from  Arcade.

     As  a  result  of the project financing in 1999 for the Deepwater Nautilus,
the  Company  is  required  to  maintain  in cash certain principal and interest
payments.  As  of  June  30,  2001  and  December 31, 2000, such restricted cash
amounted  to  $17.9  million  and  $19.5  million,  respectively,  and  has been
classified  as  Other  Assets.

     SUPPLEMENTARY  CASH  FLOW  INFORMATION - Concurrent with the TSF Merger (as
defined  in  Note  3), the Company removed certain non-strategic assets from the
active  rig  fleet  and  categorized them as assets held for sale. This has been
reflected in the condensed consolidated balance sheets as a decrease in Property
and  Equipment  of $143.6 million with a corresponding increase in Other Assets.

     GOODWILL  -  The excess of the purchase price over the estimated fair value
of  net  assets  acquired  is  accounted  for  as goodwill and is amortized on a
straight-line  basis  over  40  years.  The  amortization period is based on the
nature  of the offshore drilling industry, long-lived drilling equipment and the
long-standing  relationships with core customers. Accumulated amortization as of
June  30,  2001  and  December  31,  2000  was  $58.0  million and $4.2 million,
respectively.  See  Note  3.

     CAPITALIZED INTEREST  -  Interest costs for the construction and upgrade of
qualifying  assets  are  capitalized.  The Company capitalized interest costs on
construction  work  in  progress of $5.6 million and $18.4 million for the three
months  ended  June  30,  2001  and  2000,  respectively, and $8.9 million, $1.4
million and $35.6 million for the five months ended June 30, 2001, the one month
ended  January  31,  2001  and the six months ended June 30, 2000, respectively.

     SEGMENTS  -  The  Company's  operations  have  been  aggregated  into  two
reportable  segments:  (i)  International  and  U.S.  Floater  Contract Drilling
Services and (ii) Gulf of Mexico Shallow and Inland Water.  The Company provides
services  with  different  types  of  drilling  equipment  in several geographic
regions.  The  location  of the Company's operating assets and the allocation of
resources to build or upgrade drilling units is determined by the activities and
needs  of  customers.  See  Note  5.


                                        5
<PAGE>
                     R&B FALCON CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS - (CONTINUED)
                                   (Unaudited)

     EARNINGS  PER SHARE - The Company will no longer present earnings per share
information  as  the  Company  is  now  an  indirect  wholly owned subsidiary of
Transocean.  See  Note  3.

     INTERIM  FINANCIAL  INFORMATION  -  The  financial  statements  reflect all
adjustments  which  are,  in  the  opinion of management, necessary for the fair
statement  of  results for the interim periods.  Such adjustments are considered
to  be  of  a  normal  recurring  nature  unless  otherwise  identified.

     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - In June 1998, the Financial
Accounting  Standards  Board  ("FASB")  issued Statement of Financial Accounting
Standards  ("SFAS")  No.  133, Accounting for Derivative Instruments and Hedging
Activities,  as  amended  in  June  1999. The Company adopted SFAS No. 133 as of
January  1,  2001. Because of the Company's limited use of derivatives to manage
its  exposure  to  fluctuations  in foreign currency exchange rates and interest
rates,  the  adoption  of  the  new  statement  had  no effect on the results of
operations  or  the  consolidated  financial  position  of  the  Company.

     NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS No. 141,
Business  Combinations.  SFAS  No.  141  requires that all business combinations
initiated  or  completed after June 30, 2001 be accounted for using the purchase
method  of accounting. The statement provides for recognition and measurement of
intangible assets separate from goodwill. The Company will adopt SFAS No. 141 as
of  July  1,  2001. The adoption of the new statement will have no effect on the
results  of  operations  or  the consolidated financial position of the Company.

     In  July  2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets  which  becomes  effective  for fiscal years beginning after December 15,
2001. SFAS No. 142 prohibits amortization of goodwill and requires that goodwill
be  tested for impairment annually. The statement includes specific guidance for
testing  goodwill  impairment. The Company will adopt SFAS No. 142 as of January
1,  2002.  Management  is evaluating SFAS No. 142 and the impact of implementing
the  annual  goodwill  impairment  test  on the Company's consolidated financial
position  and  results  of  operations.  The Company's consolidated statement of
operations  for  the  year  ending  December  31,  2001  is  expected to include
approximately  $127.8  million  of  goodwill  amortization  expense.

     RECLASSIFICATIONS  -  Certain  reclassifications  have  been  made to prior
period  amounts  to  conform  with  the  current  period's  presentation.

NOTE 3 - BUSINESS COMBINATION

     On  August  19,  2000,  the  Company  entered into an Agreement and Plan of
Merger  with  Transocean,  a  Cayman  Islands company, whereby each share of the
Company's common stock would convert into 0.5 ordinary shares of Transocean (the
"TSF  Merger").   The common shareholders of the Company approved the TSF Merger
at  a  special meeting on December 12, 2000. On January 31, 2001, the TSF Merger
was  completed  and  the  Company  became an indirect wholly owned subsidiary of
Transocean. The current directors of the Company were elected at the time of the
TSF  Merger. In connection with the TSF Merger, Transocean also assumed warrants
and  options  exercisable  for  R&B Falcon common stock prior to the TSF Merger.
Such  warrants  and  options  are  exercisable  for  approximately  13.2 million
Transocean ordinary shares.  The TSF Merger was accounted for as a purchase with
Transocean  as  the  accounting  acquiror.  Accordingly,  the purchase price was
allocated  to the assets and liabilities of the Company based on their estimated
fair  values  as  of January 31, 2001 with the excess accounted for as goodwill.
The  purchase price adjustments were "pushed down" to the consolidated financial
statements  of  the  Company.  The accompanying condensed consolidated financial
statements  for  the  periods  ended on or before January 31, 2001 were prepared
using  the  Company's  historical  basis  of  accounting  and  are designated as
"Pre-Acquisition."  The accompanying condensed consolidated financial statements
for  the  period  subsequent  to January 31, 2001 include the effects of the TSF
Merger  and  are  designated  as  "Post-Acquisition."

     In  January  2001,  in connection with the TSF Merger, the Company recorded
expense  of  approximately  $58.0 million including: 1) payment of an investment
advisory  fee  of  $19.6  million  to  Morgan Stanley; 2) payment of termination
benefits  of  $25.1  million  to  seven  employees in accordance with employment
contracts;  and 3) recording of a $9.5 million charge due to the acceleration of
vesting  of certain stock options and restricted stock grants previously awarded
to  certain  employees.  In  addition, the Company contributed its inland marine
support  vessel  business, consisting primarily of shallow water tugs, crewboats
and  utility  barges,  to  Delta  Towing  Holdings,  LLC  ("Delta  Towing").  In
connection with this contribution, the Company received secured contingent notes
totaling $144.0 million and a 25 percent ownership interest in Delta Towing. The
Company  recorded  a  pre-tax  charge  of  $64.0  million,  which is included in
operating  and maintenance expense, as a reserve against the contingent notes in
January  2001. The remaining 75 percent ownership interest is beneficially owned
by  unrelated  third  parties.


                                        6
<PAGE>
                     R&B FALCON CORPORATION AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS - (CONTINUED)
                                   (Unaudited)

     In  conjunction with the TSF Merger, the Company established a liability of
$16.3  million  for  the  estimated  severance related costs associated with the
involuntary  termination  of  569  of  the  Company's  employees  pursuant  to
management's  plan  to  consolidate  operations  and  administrative  functions
post-merger.  Through  June  30, 2001, approximately $9.9 million of these costs
were  paid.  The  Company  anticipates  that  substantially all of the remaining
amounts  will  be  paid  by  the  end  of  2001.

     Unaudited  pro  forma  combined  operating  results  of  the  Company  and
Transocean assuming the TSF Merger was completed as of January 1, 2001 and 2000,
respectively,  are  as  follows:

                            Six Months Ended
                                June 30,
                           -----------------
                             2001      2000
                           -------  --------
                             (In millions)

Operating revenues         $710.3   $ 425.7
Net loss                    (37.1)   (148.5)

     The  pro forma information includes adjustments for additional depreciation
based on the fair market value of the drilling and other property and equipment,
the  amortization  of  goodwill arising from the transaction, decreased interest
expense  from  the  fair  value  of  debt,  the  elimination  of  the results of
operations  of  the  Company's  inland  marine support vessel business which was
disposed  of  in  connection  with  the  closing  of  the TSF Merger and related
adjustments  for  income  taxes.  The  pro  forma information is not necessarily
indicative of the results of operations had the transaction been effected on the
assumed  date  or  the  results  of  operations  for  any  future  periods.

NOTE 4 - DEBT

     Redeemed and Repurchased Debt - On March 29, 2001, the Company redeemed all
of  the  approximately  $0.4  million principal amount outstanding 8.875% Senior
Notes at a price equal to 102.2188 percent of the principal amount together with
interest  accrued  to  the  redemption  date.

     On  April  10, 2001, the Company acquired pursuant to a tender offer all of
the  approximately  $400.0  million  principal amount outstanding 11.375% Senior
Secured  Notes  due 2009 of its affiliate, RBF Finance Co., at 122.51 percent of
principal  amount,  or  $1,225.10  per $1,000 principal amount, plus accrued and
unpaid  interest.  On  April  6,  2001, RBF Finance Co. also redeemed all of the
approximately  $400.0  million  principal  amount outstanding 11% Senior Secured
Notes  due  2006  at  125.282 percent, or $1,252.82 per $1,000 principal amount,
plus  accrued  and  unpaid  interest,  and  the  Company  redeemed  all  of  the
approximately  $200.0  million  principal amount outstanding 12.25% Senior Notes
due  2006  at  130.675  percent  or  $1,306.75 per $1,000 principal amount, plus
accrued  and  unpaid  interest.  In  the  second  quarter  of  2001, the Company
recognized  an  extraordinary  loss,  net  of tax, of $18.9 million on the early
retirement  of  this  debt.

     On  March  30,  2001,  pursuant  to  an  offer  made  in  connection  with
Transocean's acquisition of the Company, Cliffs Drilling Company, a wholly owned
subsidiary  of  the  Company  ("Cliffs  Drilling"),  acquired approximately $0.1
million of the 10.25% Senior Notes due 2003 at an amount equal to 101 percent of
the  principal  amount.  On  May  18,  2001, Cliffs Drilling redeemed all of the
approximately  $200.0  million  principal amount outstanding 10.25% Senior Notes
due  2003,  at  102.5  percent,  or  $1,025.00 per $1,000 principal amount, plus
interest  accrued to the redemption date. As a result, the Company recognized an
extraordinary  gain,  net  of tax, of $1.6 million in the second quarter of 2001
relating  to  the  early  extinguishment  of  this  debt.

     The  Company  obtained sufficient funds to pay for all securities purchased
pursuant  to the offers and redemptions from borrowings under a revolving credit
agreement  with  Transocean.  See  Note  8.

     Letters  of  Credit - The Company had letters of credit outstanding at June
30,  2001 totaling $54.2 million under a $70.0 million letter of credit facility
entered  into  with three banks. Under this facility, the Company pays letter of
credit  fees  of  1.5 percent per annum and commitment fees of 0.375 percent per
annum,  respectively.  This  facility,  which  matures in April 2004, requires a
collateral  value ratio of 1.75 times the commitment and is secured by mortgages
on  five drilling rigs, the J.W. McLean, J.T. Angel, Randolph Yost, D.R. Stewart
and  George  H.  Galloway.  The  letter  of credit amount outstanding guarantees
various  contract  bidding  and  insurance  activities.


                                        7
<PAGE>
                     R&B FALCON CORPORATION AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS - (CONTINUED)
                                   (Unaudited)

NOTE 5 - SEGMENTS

     The  Company  previously reported its operations in five segments, however,
as  a  result  of  the TSF Merger, the Company's operations have been aggregated
into  two  reportable  segments:  (i)  International  and  U.S. Floater Contract
Drilling  Services  and  (ii)  Gulf  of  Mexico  Shallow  and Inland Water.  The
International  and  U.S.  Floater Contract Drilling Services segment consists of
high-specification  floaters  (drillships and semisubmersibles), other floaters,
non-U.S.  jackups,  other  mobile  offshore drilling units, other assets used in
support of offshore drilling activities and other offshore support services. The
Gulf  of  Mexico Shallow and Inland Water segment consists of the Gulf of Mexico
jackups  and submersible drilling rigs and U.S. inland drilling barges. The Gulf
of  Mexico  Shallow  and Inland Water segment includes the results of the inland
marine  support vessel business for the one month ended January 31, 2001 and the
three  and  six  months  ended June 30, 2000.  See Note 3.  Prior period amounts
have  been  restated  to  reflect the change in reportable segments. The Company
provides  services  with  different  types  of  drilling  equipment  in  several
geographic  regions.  The  location  of the Company's rigs and the allocation of
resources  to build or upgrade rigs is determined by the activities and needs of
customers.

     Operating revenues and income (loss) before income taxes, minority interest
and  extraordinary  item  by  segment  are  as  follows:

<TABLE>
<CAPTION>
                                                                     Three Months Ended    Three Months Ended
                                                                       June 30, 2001         June 30, 2000
                                                                    --------------------  --------------------
                                                                      Post-Acquisition      Pre-Acquisition
                                                                    --------------------  --------------------
                                                                                  (In millions)

<S>                                                                 <C>                   <C>
Operating Revenues
   International and U.S. Floater Contract Drilling Services        $             213.6   $             155.5
   Gulf of Mexico Shallow and Inland Water                                        138.9                  71.0
   Elimination of intersegment revenues                                            (0.3)                 (4.0)
                                                                    --------------------  --------------------
       Total Operating Revenues                                                   352.2                 222.5
                                                                    --------------------  --------------------

Income (Loss) Before Income Taxes, Minority Interest and
   Extraordinary Item
   International and U.S. Floater Contract Drilling Services        $              44.2   $               8.0
   Gulf of Mexico Shallow and Inland Water                                         31.9                  (4.7)
                                                                    --------------------  --------------------
                                                                                   76.1                   3.3
Unallocated general and administrative expense                                     (0.6)                 (6.4)
Unallocated other income (expense)                                                (39.0)                (40.4)
                                                                    --------------------  --------------------
       Total Income (Loss) Before Income Taxes, Minority Interest
        and Extraordinary Item                                      $              36.5   $             (43.5)
                                                                    ====================  ====================
</TABLE>
<TABLE>
<CAPTION>
                                                                Five Months Ended    One Month Ended     Six Months Ended
                                                                  June 30, 2001      January 31, 2001     June 30, 2000
                                                               -------------------  ------------------  ------------------
                                                                Post-Acquisition     Pre-Acquisition     Pre-Acquisition
                                                               -------------------  ------------------  ------------------
                                                                                       (In millions)
<S>                                                            <C>                  <C>                 <C>
Operating Revenues
   International and U.S. Floater Contract Drilling Services   $            369.7   $            95.3   $           320.8
   Gulf of Mexico Shallow and Inland Water                                  220.9                37.0               127.6
   Elimination of intersegment revenues                                      (6.2)               (3.7)               (7.8)
                                                               -------------------  ------------------  ------------------
       Total Operating Revenues                                             584.4               128.6               440.6
                                                               -------------------  ------------------  ------------------

Income (Loss) Before Income Taxes, Minority Interest and
   Extraordinary Item
   International and U.S. Floater Contract Drilling Services   $             50.6   $             7.6   $             8.4
   Gulf of Mexico Shallow and Inland Water                                   45.2               (52.9)              (16.5)
                                                               -------------------  ------------------  ------------------
                                                                             95.8               (45.3)               (8.1)
Unallocated general and administrative expense                               (3.8)              (60.8)              (13.2)
Unallocated other income (expense)                                          (65.5)              (19.1)              (78.7)
                                                               -------------------  ------------------  ------------------
       Total Income (Loss) Before Income Taxes, Minority
        Interest and Extraordinary Item                        $             26.5   $          (125.2)  $          (100.0)
                                                               ===================  ==================  ==================
</TABLE>



                                        8
<PAGE>
                     R&B FALCON CORPORATION AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS - (CONTINUED)
                                   (Unaudited)

     Total assets by segment are as follows:

<TABLE>
<CAPTION>
                                                              June 30,    December 31,
                                                                2001          2000
                                                            -----------  -------------
                                                                 (In millions)

<S>                                                         <C>        <C>
International and U.S. Floater Contract Drilling Services   $   7,365.1  $     3,126.5
Gulf of Mexico Shallow and Inland Water                         2,897.8        1,164.6
Unallocated Corporate                                              97.6          503.8
                                                            -----------  -------------
   Total Assets                                             $  10,360.5  $     4,794.9
                                                            ===========  =============
</TABLE>

NOTE 6 - OTHER

     Purchase  of Minority Interest - In January 2001, the Company purchased for
$34.7  million  the  approximate  13.6%  minority  interest in Reading and Bates
Development Company ("Devco"), which was owned by former directors and employees
of the Company and directors and employees of Devco. As a result, Devco is now a
wholly  owned  subsidiary  of  the  Company.  The  purchase price was based on a
valuation  by  a  third  party  advisor. In connection with the purchase, a $0.3
million  bonus  was  paid  to  Richard  A.  Pattarozzi, a former director of the
Company  and  a  current  director  of  Transocean.

     Turnkey  Operations  -  The  Company  conducted turnkey drilling operations
through  Cliffs  Drilling. Two turnkey wells initiated by Cliffs Drilling during
the  fourth quarter of 2000 encountered downhole problems and the Company took a
charge  against  earnings  of  $5.0  million  in  the fourth quarter relating to
estimated  losses  on these wells. In the first quarter of 2001, Cliffs Drilling
encountered  additional  downhole  problems with these wells and four additional
wells,  and  as a result, the Company recorded a charge against earnings of $0.3
million  and  $4.4  million  for the two months ended March 31, 2001 and the one
month  ended January 31, 2001, respectively. No additional charges were recorded
in  the  second  quarter  of  2001.

     Subsequent to the TSF Merger, management decided that Cliffs Drilling would
no longer accept turnkey contracts but would complete turnkey contracts to which
it  is  committed.  The  Company  fulfilled its remaining turnkey commitments in
April  2001.

     Assets  Held  for Sale - Subsequent to the TSF Merger, management announced
its intent to sell its land and barge drilling business in Venezuela, consisting
at  the time of 11 wholly owned and two partially owned land rigs and three lake
barges,  provided  it  is able to realize an acceptable sale price. In addition,
management  has also identified certain idle marine contract drilling assets and
certain  other  non-strategic  operating  assets  for  disposal.

     During  the  second quarter of 2001, the Company sold certain non-strategic
assets.  The Company received net proceeds of approximately $26.4 million. These
sales  had  no  material  effect  on  the  Company's  results  of  operations.

NOTE 7 - CONTINGENCIES

     The  Company  is  a defendant in Bryant, et al. v. R&B Falcon Drilling USA,
Inc.,  et  al.  in the United States District Court for the Southern District of
Texas,  Houston  Division.  R&B  Falcon  Drilling USA is a wholly owned indirect
subsidiary  of  the Company. In this suit, the plaintiffs allege that R&B Falcon
Drilling  USA,  the  Company and a number of other offshore drilling contractors
with  operations  in  the  U.S.  Gulf  of Mexico have engaged in a conspiracy to
depress  wages  and  benefits  paid  to certain of their offshore employees. The
plaintiffs  contend that this alleged conduct violates federal antitrust law and
constitutes unfair trade practices and wrongful employment acts under state law.
The  plaintiffs  sought  treble  damages, attorneys' fees and costs on behalf of
themselves  and  an  alleged class of offshore workers, along with an injunction
against  exchanging  certain  wage  and  benefit information with other offshore
drilling  contractors  named  as defendants. In May 2001, the Company reached an
agreement  in  principle  with plaintiffs' counsel to settle all claims, pending
Court  approval of the settlement. In July 2001, before the Court had considered
the  proposed  settlement, the case, along with a number of unrelated cases also
pending  in  the  federal court in Galveston, was transferred to a federal judge
sitting  in Houston as a docket equalization measure. The judge to whom the case
was  transferred  has  not  yet  indicated  when  he  will consider the proposed
settlement.  The  terms  of  the settlement have been reflected in the Company's
results  of  operations  for the two months ended March 31, 2001. The settlement
did not have a material adverse effect on its business or consolidated financial
position.

     A  subsidiary  of  the  Company is involved in arbitration proceedings with
Nabors  Drilling USA Inc. ("Nabors") concerning issues arising from two bareboat
charters  of  barge  drilling  rigs from Nabors. Nabors alleged that the Company
failed  to  return  one  of  the  rigs  in  the agreed upon condition and sought
continued  bareboat  charter  fees, unspecified costs for repairs and attorneys'


                                        9
<PAGE>
                     R&B FALCON CORPORATION AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS - (CONTINUED)
                                   (Unaudited)

fees.  The  Company  disputed  the allegation that charter fees had continued to
accrue  and  disputed the nature and extent of any needed repairs. This case was
settled  in  August  2001. The settlement consisted of a payment to Nabors of $6
million  and  the  transfer  of  ownership  of one of the barges to the Company.
Pursuant  to  the  settlement,  the  Company expects to recognize a $1.7 million
pre-tax  expense  in  its  results  of  operations in the third quarter of 2001.

     A  subsidiary  of the Company, R&B Falcon Drilling Company, was a defendant
in  a Texas state court in a suit brought by Hahn & Clay, Inc. alleging that R&B
Falcon  Drilling  breached  an  oral agreement and committed fraud in connection
therewith.  The  matter  went  to  trial in January 2001 and the jury returned a
verdict  against  the  Company  in  the amount of approximately $1.1 million. In
addition,  punitive  damages  in  the  amount of approximately $1.9 million were
awarded.  The plaintiff further sought attorneys' fees and interest. The Company
settled  the  case  in  June 2001, the terms of which have been reflected in the
Company's  results  of operations for the second quarter of 2001. The settlement
did not have a material adverse effect on its business or consolidated financial
position.

     The Company has certain actions or claims pending that have been previously
discussed  and reported in the Company's Annual Report on Form 10-K for the year
ended  December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended
March  31,  2001  and  the Company's other reports filed with the Securities and
Exchange  Commission.  There  have  been  no  material  developments  in  these
previously  reported matters. The Company and its subsidiaries are involved in a
number of other lawsuits, all of which have arisen in the ordinary course of the
Company's business. The Company does not believe that the ultimate liability, if
any,  resulting  from  any  such  other  pending litigation will have a material
adverse  effect  on  its  business  or  consolidated  financial  position.

      The  Company cannot predict with certainty the outcome or effect of any of
the litigation matters specifically described above or of any such other pending
litigation.  There can be no assurance that the Company's belief or expectations
as to the outcome or effect of any lawsuit or other litigation matter will prove
correct  and  the eventual outcome of these matters could materially differ from
management's  current  estimates.

NOTE 8 - RELATED PARTY TRANSACTIONS

     Long-Term  Advances  from  Related Party - The Company is a party to a $1.8
billion  two-year  revolving  credit  agreement  (the  "Two-Year Revolver") with
Transocean, dated April 6, 2001. Amounts outstanding under the Two-Year Revolver
bear interest quarterly at a rate of the London Interbank Offered Rate ("LIBOR")
plus  0.575  percent  to  1.300  percent  depending  on the Company's non-credit
enhanced  senior  unsecured  public  debt  rating.  The Company recognized $16.9
million  in  interest expense for the three and six months ending June 30, 2001.
At  June 30, 2001, $1,346.6 million was outstanding under the Two-Year Revolver.

     Allocation  of  Administrative  Costs - A subsidiary of Transocean provides
certain  administrative support to the Company. Transocean charges the Company a
proportional  share  of  its  administrative  costs  based  on  estimates of the
percentage  of  work  the  individual  Transocean  departments  perform  for the
Company.  In  the  opinion  of  management, the Company is being charged for all
costs  incurred on its behalf by Transocean under a comprehensive and reasonable
cost  allocation method. The amount of expense allocated to the Company was $1.2
million  for  the  three  months  ended  June 30, 2001 of which $0.6 million was
classified as general and administrative expense and $0.6 million was classified
as  operating  and  maintenance expense. No expense was allocated to the Company
for  the  two  months  ended  March  31,  2001.


                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The  following information has been provided in accordance with the reduced
disclosure  format  as  permitted  by  General Instruction H(2)(a) of Form 10-Q.

BUSINESS COMBINATION

     On  August  19,  2000,  the  Company  entered into an Agreement and Plan of
Merger  with  Transocean,  a  Cayman  Islands company, whereby each share of the
Company's common stock would convert into 0.5 ordinary shares of Transocean (the
"TSF  Merger").   The common shareholders of the Company approved the TSF Merger
at  a  special meeting on December 12, 2000. On January 31, 2001, the TSF Merger
was  completed  and  the  Company  became an indirect wholly owned subsidiary of
Transocean. The current directors of the Company were elected at the time of the
TSF  Merger. In connection with the TSF Merger, Transocean also assumed warrants
and  options  exercisable  for  R&B Falcon common stock prior to the TSF Merger.
Such  warrants  and  options  are  exercisable  for  approximately  13.2 million
Transocean  ordinary shares. The TSF Merger was accounted for as a purchase with
Transocean  as  the  accounting  acquiror.  Accordingly,  the purchase price was
allocated  to the assets and liabilities of the Company based on their estimated
fair  values  as  of January 31, 2001 with the excess accounted for as goodwill.
The  purchase price adjustments were "pushed down" to the consolidated financial
statements  of  the  Company.  The accompanying condensed consolidated financial
statements  for  the  periods  ended on or before January 31, 2001 were prepared
using  the  Company's  historical  basis  of  accounting  and  are designated as
"Pre-Acquisition."  The accompanying condensed consolidated financial statements
for  the  period  subsequent  to January 31, 2001 include the effects of the TSF
Merger  and  are  designated  as  "Post-Acquisition."

     In  January  2001,  in connection with the TSF Merger, the Company recorded
expense  of  approximately  $58.0 million including: 1) payment of an investment
advisory  fee  of  $19.6  million  to  Morgan Stanley; 2) payment of termination
benefits  of  $25.1  million  to  seven  employees in accordance with employment
contracts;  and 3) recording of a $9.5 million charge due to the acceleration of
vesting  of certain stock options and restricted stock grants previously awarded
to  certain  employees.  In  addition, the Company contributed its inland marine
support  vessel  business, consisting primarily of shallow water tugs, crewboats
and  utility  barges,  to  Delta  Towing  Holdings,  LLC  ("Delta  Towing").  In
connection with this contribution, the Company received secured contingent notes
totaling $144.0 million and a 25 percent ownership interest in Delta Towing. The
Company  recorded  a  pre-tax  charge  of  $64.0  million,  which is included in
operating  and maintenance expense, as a reserve against the contingent notes in
January  2001. The remaining 75 percent ownership interest is beneficially owned
by  unrelated  third  parties.

     In  conjunction with the TSF Merger, the Company established a liability of
$16.3  million  for  the  estimated  severance related costs associated with the
involuntary  termination  of  569  of  the  Company's  employees  pursuant  to
management's  plan  to  consolidate  operations  and  administrative  functions
post-merger.  Through  June  30, 2001, approximately $9.9 million of these costs
were  paid.  The  Company  anticipates  that  substantially all of the remaining
amounts  will  be  paid  by  the  end  of  2001.

OPERATING RESULTS

     SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

     Net  loss  applicable  to common shareholders for the six months ended June
30,  2001  was  $114.7  million compared to a net loss of $101.6 million for the
same  period in 2000. Operating revenues increased $272.4 million primarily as a
result  of  increased  utilization,  $61.1  million from three newbuild drilling
units  that  were  under  construction  during  the  same  period  in  2000, the
reactivation  of  three  rigs in the North Sea and additional shallow and inland
water  rigs in service since the second quarter of 2000 earning higher dayrates.
Operating  and  maintenance  expense  increased  $119.8 million as a result of a
$64.0  million  charge  recorded  as  a  reserve  against  contingent notes (see
"-Business  Combination"),  increased  utilization,  the  activation  of  three
newbuild  drilling units since the second quarter of 2000 and additional shallow
and  inland water rigs in service since the second quarter of 2000. Depreciation
expense increased $37.1 million primarily related to increased depreciation from
property  and equipment fair value adjustments (see "-Business Combination") and
depreciation  expense  in  2001  for  three  newbuild drilling units placed into
service  in  the  second  half  of  2000.  Goodwill amortization increased $57.1
million  primarily  as  a  result  of the TSF Merger. General and administrative
expense  increased $51.4 million also as a result of the TSF Merger. General and
administrative  expense  for  the  month  ended  January  31,  2001  included an
investment  advisory fee of $19.6 million, termination benefits of $25.1 million
to  seven  employees  in accordance with employment contracts and a $9.5 million
charge  due  to  the  acceleration  of  vesting  of  certain  stock  options and
restricted  stock grants previously awarded to certain employees (see "-Business
Combination").  Income  tax  benefit  for the six months ended June 30, 2001 was
$1.4  million  compared  to  $27.9  million for the same period in 2000. The six
months  ended  June 30, 2001 includes a larger amount of expenses not deductible
for  tax  purposes, primarily  goodwill  amortization and certain merger-related
expenses.  Preferred stock dividends and accretion decreased by $26.2 million as
a result of the redemption of the preferred stock in the fourth quarter of 2000.
During  the  six  months  ended  June  30,  2001, the Company recognized a $17.3
million  extraordinary  loss, net of tax, related to the early extinguishment of
debt.  See  Note 4 of the Condensed Consolidated Financial Statements. Depending
on  market  conditions,  the  Company  or its affiliates may seek to repurchase,
redeem  or  otherwise  acquire  additional  debt  securities.


                                       11
<PAGE>
FORWARD-LOOKING INFORMATION

     The statements included in this quarterly report regarding future financial
performance  and  results  of  operations  and  other  statements  that  are not
historical  facts  are  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934. Statements to the effect that the Company or management "anticipates,"
"believes,"  "budgets," "estimates," "expects," "forecasts," "intends," "plans,"
"predicts,"  or "projects" a particular result or course of events, or that such
result  or  course  of  events  "could," "might," "may," "scheduled" or "should"
occur,  and  similar  expressions, are also intended to identify forward-looking
statements.  Forward-looking  statements in this interim report include, but are
not  limited  to,  results  and effects of legal proceedings, receipt of loss of
hire  insurance proceeds and the sale of the land and barge drilling business in
Venezuela.  Such  statements  are  subject  to numerous risks, uncertainties and
assumptions,  including  but  not  limited to, worldwide demand for oil and gas,
uncertainties  relating  to  the  level  of  activity  in  offshore  oil and gas
exploration  and  development,  exploration  success  by  producers, oil and gas
prices  (including  U.S.  natural  gas  prices),  demand  for  offshore  rigs,
competition  and  market conditions in the contract drilling industry, delays or
termination  of  drilling  contracts due to a number of events, cost overruns on
construction  projects  and  possible  cancellation  of  drilling contracts as a
result  of  delays  or  performance,  our ability to enter into and the terms of
future  contracts,  the availability of qualified personnel, labor relations and
the outcome of negotiations with unions representing workers, operating hazards,
political  and  other  uncertainties  inherent in non-U.S. operations (including
exchange  and  currency  fluctuations),  the  impact  of  governmental  laws and
regulations,  compliance  with  or breach of environmental laws, the adequacy of
sources  of  liquidity,  the  effect  of  litigation and contingencies and other
factors discussed in this interim report and in the Company's other filings with
the  Securities  and  Exchange  Commission  ("SEC"), which are available free of
charge on the SEC's website at www.sec.gov. Should one or more of these risks or
                               -----------
uncertainties  materialize,  or  should  underlying assumptions prove incorrect,
actual  results  may  vary materially from those indicated. You should not place
undue  reliance  on  forward-looking  statements. Each forward-looking statement
speaks  only  as  of  the  date of the particular statement, and we undertake no
obligation  to  publicly  update  or  revise  any  forward-looking  statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information called for by this item has been omitted in accordance with
the  reduced  disclosure  format  as permitted by General Instruction H(2)(c) of
Form  10-Q.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The  Company  is  a defendant in Bryant, et al. v. R&B Falcon Drilling USA,
Inc.,  et  al.  in the United States District Court for the Southern District of
Texas,  Houston  Division.  R&B  Falcon  Drilling USA is a wholly owned indirect
subsidiary  of  the Company. In this suit, the plaintiffs allege that R&B Falcon
Drilling  USA,  the  Company and a number of other offshore drilling contractors
with  operations  in  the  U.S.  Gulf  of Mexico have engaged in a conspiracy to
depress  wages  and  benefits  paid  to certain of their offshore employees. The
plaintiffs  contend that this alleged conduct violates federal antitrust law and
constitutes unfair trade practices and wrongful employment acts under state law.
The  plaintiffs  sought  treble  damages, attorneys' fees and costs on behalf of
themselves  and  an  alleged class of offshore workers, along with an injunction
against  exchanging  certain  wage  and  benefit information with other offshore
drilling  contractors  named  as defendants. In May 2001, the Company reached an
agreement  in  principle  with plaintiffs' counsel to settle all claims, pending
Court  approval of the settlement. In July 2001, before the Court had considered
the  proposed  settlement, the case, along with a number of unrelated cases also
pending  in  the  federal court in Galveston, was transferred to a federal judge
sitting  in Houston as a docket equalization measure. The judge to whom the case
was  transferred  has  not  yet  indicated  when  he  will consider the proposed
settlement.  The  terms  of  the settlement have been reflected in the Company's
results  of  operations  for the two months ended March 31, 2001. The settlement
did not have a material adverse effect on its business or consolidated financial
position.

     A  subsidiary  of  the  Company is involved in arbitration proceedings with
Nabors  Drilling USA Inc. ("Nabors") concerning issues arising from two bareboat
charters  of  barge  drilling rigs from Nabors.  Nabors alleged that the Company
failed  to  return  one  of  the  rigs  in  the agreed upon condition and sought
continued  bareboat  charter  fees, unspecified costs for repairs and attorneys'
fees.  The  Company  disputed  the allegation that charter fees had continued to
accrue  and disputed the nature and extent of any needed repairs.  This case was
settled  in  August 2001.  The settlement consisted of a payment to Nabors of $6
million  and  the  transfer  of  ownership  of one of the barges to the Company.
Pursuant  to  the  settlement,  the  Company expects to recognize a $1.7 million
pre-tax  expense  in  its  results  of  operations in the third quarter of 2001.

     A  subsidiary  of the Company, R&B Falcon Drilling Company, was a defendant
in  a Texas state court in a suit brought by Hahn & Clay, Inc. alleging that R&B
Falcon  Drilling  breached  an  oral agreement and committed fraud in connection
therewith.  The  matter  went  to  trial in January 2001 and the jury returned a
verdict  against  the  Company  in  the amount of approximately $1.1 million. In


                                       12
<PAGE>
addition,  punitive  damages  in  the  amount of approximately $1.9 million were
awarded.  The plaintiff further sought attorneys' fees and interest. The Company
settled  the  case  in  June 2001, the terms of which have been reflected in the
Company's  results  of operations for the second quarter of 2001. The settlement
did not have a material adverse effect on its business or consolidated financial
position.

     The Company has certain actions or claims pending that have been previously
discussed  and reported in the Company's Annual Report on Form 10-K for the year
ended  December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended
March  31,  2001  and  the Company's other reports filed with the Securities and
Exchange  Commission.  There  have  been  no  material  developments  in  these
previously  reported matters. The Company and its subsidiaries are involved in a
number of other lawsuits, all of which have arisen in the ordinary course of the
Company's business. The Company does not believe that the ultimate liability, if
any,  resulting  from  any  such  other  pending litigation will have a material
adverse  effect  on  its  business  or  consolidated  financial  position.

     The  Company  cannot predict with certainty the outcome or effect of any of
the litigation matters specifically described above or of any such other pending
litigation.  There can be no assurance that the Company's belief or expectations
as to the outcome or effect of any lawsuit or other litigation matter will prove
correct  and  the eventual outcome of these matters could materially differ from
management's  current  estimates.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (a)  Exhibits

          The following exhibits are filed in connection with this Report:

NUMBER                                  DESCRIPTION
------                                  -----------
*2.1           Agreement  and Plan of Merger, dated as of August 19, 2000, among
               Transocean  Sedco  Forex  Inc.,  Transocean  Holdings  Inc.,  TSF
               Delaware  Inc., and R&B Falcon Corporation. (Filed as Exhibit 2.1
               to  R&B  Falcon's  Current Report on Form 8-K filed on August 22,
               2000  and  incorporated  herein  by  reference.)

+4.1           Revolving  Credit  Agreement,  dated as of April 6, 2001, between
               Transocean  Sedco  Forex  Inc.  and  R&B  Falcon  Corporation

__________
*  Incorporated  by  reference  as  indicated.
+  Filed  herewith.

     (b)  Reports  on  Form  8-K

     No  Reports  on  Form 8-K were filed during the three months ended June 30,
2001.


                                       13
<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  hereunto  duly  authorized, on August 13, 2001.

                                       R&B  FALCON  CORPORATION



                                       By:  /s/  Robert  L.  Long
                                            ---------------------------
                                            Robert  L.  Long
                                            Vice President and Director
                                            (Principal Financial and
                                              Accounting Officer)



                                       By:  /s/  Ricardo  H.  Rosa
                                            ---------------------------
                                            Ricardo  H.  Rosa
                                            Vice  President


                                       14
<PAGE>