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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                              FORM 10-Q

(Mark One)
 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 2000
                                  or
 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934



                    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 of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

                901 Threadneedle, Houston, Texas  77079
          (Address of principal executive offices)(Zip code)

                            (281) 496-5000
        (Registrant's telephone number, including area code)

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___


      NUMBER OF SHARES OUTSTANDING OF REGISTRANT'S COMMON STOCK
                    AT JUNE 30, 2000:  194,780,738


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            Forward-Looking Statements and Assumptions

     This Quarterly Report on Form 10-Q may contain or incorporate
by  reference certain forward-looking statements, including by way
of  illustration  and  not of limitation, statements  relating  to
liquidity,  revenues,  expenses, margins and  contract  rates  and
terms.  The Company strongly encourages readers to note that  some
or  all  of  the  assumptions,  upon  which  such  forward-looking
statements are based, are beyond the Company's ability to  control
or  estimate precisely, and may in some cases be subject to  rapid
and  material  changes.   Such assumptions  include  the  contract
status  of the Company's offshore units, general market conditions
prevailing in the marine drilling industry (including daily  rates
and  utilization)  and various other trends affecting  the  marine
drilling  industry,  including  world  oil  and  gas  prices,  the
exploration  and development programs of the Company's  customers,
the  actions of the Company's competitors and economic  conditions
generally.


                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Company or Group of Companies for Which Report is Filed:

               R&B Falcon Corporation and Subsidiaries

      The financial statements for the three and six month periods
ended  June  30,  2000 and 1999, include, in the  opinion  of  the
Company,  all adjustments (which only consist of normal  recurring
adjustments)  necessary to present fairly the  financial  position
and  results  of operations for such periods.  The financial  data
for  the  interim periods presented herein have been  reviewed  in
accordance with standards established by the American Institute of
Certified   Public  Accountants  by  Arthur  Andersen   LLP,   the
registrant's  independent  public  accountants,  whose  report  is
included  herein.   Results of operations for the  three  and  six
month  periods ended June 30, 2000 are not necessarily  indicative
of  results  of  operations which will be realized  for  the  year
ending December 31, 2000.  The financial statements should be read
in  conjunction  with the Company's Form 10-K for the  year  ended
December 31, 1999.



                      R&B FALCON CORPORATION
                         AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEET
                           (in millions)
                                                  JUNE 30,  DECEMBER 31,
                                                    2000        1999
                                                 --------    ---------
                                                (unaudited)
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents, gross               $   362.4   $   415.5
  Less cash dedicated to capital projects            (67.6)     (160.4)
                                                 ---------   ---------
  Cash and cash equivalents, net                     294.8       255.1
  Short-term investments                              64.6       301.5
  Accounts receivable:
    Trade, net                                       141.5       141.3
    Other                                             50.5        86.0
  Materials and supplies inventory                    69.2        52.6
  Drilling contracts in progress                       5.3        16.7
  Other current assets                                29.8        19.7
                                                 ---------   ---------
    Total current assets                             655.7       872.9
                                                 ---------   ---------
INVESTMENTS IN AND ADVANCES TO
  UNCONSOLIDATED INVESTEES                            87.2        82.7
                                                 ---------   ---------
PROPERTY AND EQUIPMENT:
  Drilling                                         4,225.6     4,041.1
  Other                                              270.1       256.1
                                                 ---------   ---------
    Total property and equipment                   4,495.7     4,297.2
  Accumulated depreciation                          (747.3)     (662.0)
                                                 ---------   ---------
    Net property and equipment                     3,748.4     3,635.2
                                                 ---------   ---------
GOODWILL, NET OF ACCUMULATED AMORTIZATION             86.7        84.8
                                                 ---------   ---------
DEFERRED CHARGES AND OTHER ASSETS                    170.3       246.3
                                                 ---------   ---------
TOTAL ASSETS                                     $ 4,748.3   $ 4,921.9
                                                 =========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Long-term obligations due within one year      $    39.9   $    20.1
  Accounts payable - trade                            61.4       110.7
  Accrued liabilities                                194.6       227.8
                                                 ---------   ---------
    Total current liabilities                        295.9       358.6

LONG-TERM OBLIGATIONS                              2,910.3     2,933.4

OTHER NONCURRENT LIABILITIES                          47.1        39.7

DEFERRED INCOME TAXES                                 12.7        53.2
                                                 ---------   ---------
    Total liabilities                              3,266.0     3,384.9
                                                 ---------   ---------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                     58.2        56.6
                                                 ---------   ---------
REDEEMABLE PREFERRED STOCK                           302.0       276.0
                                                 ---------   ---------
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value                         1.9         1.9
  Capital in excess of par value                   1,124.9     1,113.4
  Retained earnings                                    1.3        95.9
  Other                                               (6.0)       (6.8)
                                                 ---------   ---------
    Total stockholders' equity                     1,122.1     1,204.4
                                                 ---------   ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 4,748.3   $ 4,921.9
                                                 =========   =========

The accompanying notes are an integral part of the interim consolidated
financial statements.


                         R&B FALCON CORPORATION
                            AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF OPERATIONS
                 (in millions except per share amounts)
                              (unaudited)

                                    THREE MONTHS ENDED  SIX MONTHS ENDED
                                        JUNE 30,            JUNE 30,
                                    -----------------   -----------------
                                     2000       1999      2000      1999
                                    -------   -------   -------   -------
OPERATING REVENUES:
  Deepwater                         $  88.1   $  86.3   $ 158.5   $ 176.5
  Shallow water                        56.7      47.8     101.8     114.6
  Inland water                         32.7      25.9      59.2      56.9
  Engineering services
    and land operations                31.6      66.4      95.2     122.2
  Development                           2.8        .1       4.7        .1
                                    -------   -------   -------   -------
    Total operating revenues          211.9     226.5     419.4     470.3
                                    -------   -------   -------   -------
COSTS AND EXPENSES:
  Deepwater                            47.9      40.0      93.0      83.3
  Shallow water                        41.6      33.3      73.8      81.6
  Inland water                         26.1      28.8      53.5      56.7
  Engineering services
    and land operations                26.5      50.7      77.0      89.0
  Development                           1.2       1.2       2.0       2.2
  Depreciation and amortization        45.0      38.3      89.2      74.8
  General and administrative           15.2      25.1      29.7      40.9
                                    -------   -------   -------   -------
    Total costs and expenses          203.5     217.4     418.2     428.5
                                    -------   -------   -------   -------
OPERATING INCOME                        8.4       9.1       1.2      41.8
                                    -------   -------   -------   -------
OTHER INCOME (EXPENSE):
  Interest expense, net of
    capitalized interest              (50.6)    (43.0)   (102.5)    (71.4)
  Interest income                       7.7      10.3      16.9      14.9
  Income (loss) from equity
    investees plus related
    revenues and expenses              (5.2)      5.7      (8.8)      6.3
  Other, net                             .6       (.1)       .2       (.3)
                                    -------   -------   -------   -------
    Total other income (expense)      (47.5)    (27.1)    (94.2)    (50.5)
                                    -------   -------   -------   -------
LOSS BEFORE INCOME TAXES, MINORITY
  INTEREST AND EXTRAORDINARY LOSS     (39.1)    (18.0)    (93.0)     (8.7)
                                    -------   -------   -------   -------
INCOME TAX EXPENSE  (BENEFIT):
  Current                              14.7      10.8      12.6      18.6
  Deferred                            (26.0)    (17.2)    (40.5)    (21.7)
                                    -------   -------   -------   -------
    Total income tax
      expense (benefit)               (11.3)     (6.4)    (27.9)     (3.1)
                                    -------   -------   -------   -------
MINORITY INTEREST                      (1.5)     (2.6)     (3.3)     (5.3)
                                    -------   -------   -------   -------
LOSS BEFORE EXTRAORDINARY LOSS        (29.3)    (14.2)    (68.4)    (10.9)
EXTRAORDINARY LOSS,
  NET OF TAX BENEFIT                     -         -         -       (1.7)
                                    -------   -------   -------   -------
NET LOSS                              (29.3)    (14.2)    (68.4)    (12.6)
DIVIDENDS AND ACCRETION ON
  PREFERRED STOCK                      13.3       9.1      26.2       9.1
                                    -------   -------   -------   -------
NET LOSS APPLICABLE
 TO COMMON STOCKHOLDERS             $ (42.6)  $ (23.3)  $ (94.6)  $ (21.7)
                                    =======   =======   =======   =======
NET LOSS PER COMMON SHARE:
  Basic:
    Loss before extraordinary
      loss and after preferred
      stock dividends               $  (.22)  $  (.12)  $  (.49)  $  (.10)
    Extraordinary loss                  -         -         -        (.01)
                                    -------   -------   -------   -------
      Net loss                      $  (.22)  $  (.12)  $  (.49)  $  (.11)
                                    =======   =======   =======   =======
  Diluted:
    Loss before extraordinary
      loss and after preferred
      stock dividends               $  (.22)  $  (.12)  $  (.49)  $  (.10)
    Extraordinary loss                  -         -         -        (.01)
                                    -------   -------   -------   -------
        Net loss                    $  (.22)  $  (.12)  $  (.49)  $  (.11)
                                    =======   =======   =======   =======

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                               193.5     192.6     193.2     192.5
                                    =======   =======   =======   =======
  Diluted                             193.5     192.6     193.2     192.5
                                    =======   =======   =======   =======

The accompanying notes are an integral part of the interim consolidated
financial statements.


                        R&B FALCON CORPORATION
                           AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF CASH FLOWS
                       (in millions)(unaudited)

                                                   SIX MONTHS ENDED
                                                        JUNE 30,
                                                   -----------------
                                                     2000      1999
                                                   -------   -------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                          $ (68.4)  $ (12.6)
Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities:
   Depreciation and amortization                      89.2      74.8
   Deferred income taxes                             (40.5)    (22.4)
   Loss (gain) on dispositions of
     property and equipment                            1.7      (4.9)
   Recognition of deferred expenses                   10.0       5.8
   Deferred compensation                               1.7       3.4
   (Income) loss from equity investees
     plus related revenues and expenses                8.8      (6.3)
   Minority interest in income of
     consolidated subsidiaries                         3.3       5.3
   Extraordinary loss from extinguishment
     of debt, net of tax benefit                       -         1.7
   Changes in assets and liabilities:
     Accounts receivable, net                         35.3      65.5
     Materials and supplies inventory                (14.1)     (7.7)
     Drilling contracts in progress                   11.3       2.8
     Deferred charges and other assets               (38.0)    (23.0)
     Accounts payable - trade                        (51.8)      9.5
     Accrued liabilities                             (36.5)    (10.7)
     Accrued interest                                  1.5      30.4
     Income taxes                                     (1.2)      4.7
     Other, net                                        5.8        .6
                                                   -------   -------
       Net cash (used in) provided by
         operating activities                        (81.9)    116.9
                                                   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Dispositions of property and equipment                 .2       5.7
 Purchases of property and equipment                (202.2)   (442.0)
 Decrease in cash dedicated to capital projects       92.8       -
 Sale (purchase) of short-term investments           236.9    (175.7)
 Increase in investments in and advances
   to unconsolidated investees                       (13.2)   (156.7)
                                                   -------   -------
     Net cash provided by (used in)
       investing activities                          114.5    (768.7)
                                                   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net payments on revolving credit facilities            -     (150.0)
 Net payments on short-term obligations                 -     (123.4)
 Proceeds from long-term obligations                    -    1,000.0
 Net proceeds from issuance of preferred stock          -      288.8
 Principal payments on long-term obligations          (3.3)     (8.2)
 Distribution to minority shareholders of
  consolidated subsidiaries, net of contributions     (1.7)    (27.6)
 Exercise of stock options                             9.9        -
 Exercise of warrants                                  2.3        -
 Other                                                 (.1)       .4
                                                   -------   -------
     Net cash provided by financing activities         7.1     980.0
                                                   -------   -------
NET INCREASE IN CASH AND CASH EQUIVALENTS             39.7     328.2

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     255.1     177.4
                                                   -------   -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $ 294.8   $ 505.6
                                                   =======   =======
Supplemental Cash Flow Disclosures:
  Interest paid, net of capitalized interest       $ 132.5   $  74.3
  Income taxes paid                                $  20.7   $  13.7
  Purchase of property and equipment in
    exchange for debt or equity                    $   2.5   $   9.2

The accompanying notes are an integral part of the interim consolidated
financial statements.


                     R&B FALCON CORPORATION
                        AND SUBSIDIARIES

       NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)

A)   SIGNIFICANT ACCOUNTING POLICIES

          CASH  AND  CASH EQUIVALENTS - At June 30,  2000,  $37.9
     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.  Such
     restrictions  preclude the Company from borrowing  any  cash
     from Arcade.

          In the third quarter of 1999, the Company completed the
     project  financing  for  the  Deepwater  Nautilus  and   the
     Deepwater Frontier (in which the Company has a 60% interest)
     and  as a result $67.6 million of the Company's cash at June
     30,  2000 was restricted as to use. Such amount consists  of
     $17.6  million  related to the financing  of  the  Deepwater
     Nautilus and will be used for certain principal and interest
     payments.  The  remaining  $50.0  million  relates  to   the
     financing  for  the  construction of the Deepwater  Frontier
     which  collateralizes a five year standby letter  of  credit
     that  the  Company was required to secure  for  the  limited
     liability  company to obtain such financing. As a result  of
     the  above, the cash dedicated to these capital projects has
     been reclassified to Other Assets.

          PROPERTY AND EQUIPMENT - On June 30, 2000, the  Company
     completed  a  series  of  refinancing  transactions  on  the
     Deepwater  Nautilus which resulted in the Company  receiving
     $13.0 million, which has been recorded as a reduction of the
     Deepwater  Nautilus' cost, and the Company has the potential
     to  receive  an additional $19.0 million over  the  next  20
     years.

          GOODWILL  -  Goodwill was recorded as a result  of  the
     purchase  of Cliffs Drilling Company ("Cliffs Drilling")  in
     December  1998.  Goodwill has increased $3.0  million  since
     December 31, 1999 as the result of a previously unrecognized
     income tax contingency incurred by Cliffs Drilling prior  to
     December 1998. For the three months ended June 30, 2000  and
     1999  amortization  of  goodwill was  $.6  million  and  $.5
     million,  respectively.   For the six months ended June  30,
     2000 and 1999 amortization of goodwill was $1.1 million  and
     $.9 million, respectively.

          CAPITALIZED INTEREST - The Company capitalizes interest
     applicable  to the construction and significant upgrades  of
     its  marine  equipment as a cost of such  assets.   Interest
     capitalized  for the three months ended June  30,  2000  and
     1999  was  $18.4  million  and $21.4 million,  respectively.
     Interest capitalized for the six months ended June 30,  2000
     and  1999 was $35.6 million and $36.0 million, respectively.
     Interest  capitalized is included as a reduction of interest
     expense in the Consolidated Statement of Operations.

          EXTRAORDINARY LOSS - In the first quarter of 1999,  the
     Company incurred an extraordinary loss of $1.7 million,  net
     of   a  tax  benefit  of  $.9  million,  due  to  the  early
     extinguishment of debt obligations. Such loss  consisted  of
     the write-off of unamortized debt issuance costs.

          NEWLY  ISSUED ACCOUNTING STANDARDS - In December  1999,
     SEC Staff Accounting Bulletin: No. 101 - Revenue Recognition
     in  Financial  Statements ("SAB 101") was  issued.  SAB  101
     summarizes   certain  of  the  staff's  views  in   applying
     generally   accepted   accounting  principles   to   revenue
     recognition  in  financial statements.   SAB  101  has  been
     amended allowing the Company to extend its implementation of
     SAB  101  until the fourth quarter of 2000.  The Company  is
     currently  reviewing  its accounting practices  and  if  any
     necessary adjustments are needed to comply, such adjustments
     will be made in the fourth quarter of 2000.

          RECLASSIFICATION - Certain prior period amounts in  the
     consolidated financial statements have been reclassified for
     comparative purposes.  Such reclassifications had no  effect
     on  the  net loss or the overall financial condition of  the
     Company.

B)   CONTINGENCIES

          GENERAL   -  The  Company's  construction  and  upgrade
     projects are subject to the risks of delay and cost overruns
     inherent   in  any  large  construction  project,  including
     shortages  of  equipment, unforeseen  engineering  problems,
     work  stoppages,  weather interference,  unanticipated  cost
     increases  and  shortages  of materials  or  skilled  labor.
     Significant  cost overruns or delays would adversely  affect
     the Company's liquidity, financial condition and results  of
     operations.  Delays could also result in penalties under, or
     the  termination of, the long-term contracts under which the
     Company plans to operate these rigs.

          The  Falcon  100,  Deepwater  Navigator  and  Deepwater
     Expedition   were   completed  later   than   the   required
     commencement  dates  under the drilling contracts  for  such
     rigs  and  at  costs  significantly in  excess  of  original
     estimates.  The customers for the Falcon 100  and  Deepwater
     Navigator  cancelled the drilling contracts  for  such  rigs
     based  on the rigs not being delivered on time. The  Company
     does not believe that Petrobras, the customer for the Falcon
     100,  had the right to cancel such contract. The Company  is
     continuing to review its  rights with respect to termination
     of  the  contract.  The  Company has  received  a  six-month
     drilling  contract from another customer for the Falcon  100
     to commence drilling in the third quarter of 2000. Also, the
     Company  has  received a three-year drilling  contract  from
     Petrobras  for  the use of the Deepwater Navigator  offshore
     Brazil.   Petrobras,   the  customer   for   the   Deepwater
     Expedition,  did  not cancel its drilling contract  and  the
     Company  has  received a notice of claims amounting  in  the
     aggregate  of  $9.6 million and R$1.1 million  in  penalties
     under the contracts for delay in commencement of operations,
     and  the Company is contesting same.  If late penalties  are
     imposed  on the Deepwater Expedition, such amounts  will  be
     capitalized  and  amortized over the  term  of  the  initial
     drilling   contract,   subject   to   a   determination   of
     realizability.

          In   1998,   the   Company  cancelled  four   drillship
     conversion  projects in which the Company had  purchased  or
     committed  to purchase drilling equipment for such projects.
     The  Company  had  expected  to  use  some  of  the  surplus
     equipment on other construction and/or upgrade projects  and
     to  maintain  the  balance as inventory. A majority  of  the
     equipment   originally  ordered  was   directed   to   other
     construction projects. As of June 30, 2000, the Company  had
     approximately  $55.3  million  remaining  of  such   surplus
     drilling equipment. The Company is continually reviewing the
     value and utility of such equipment and if in the future  it
     is  determined the Company cannot realize the recorded value
     of the surplus equipment, the Company could incur additional
     write-offs or write-downs of such equipment.

          In  April 1998, Cliffs Drilling entered into a  turnkey
     contract with PDVSA Exploration and Production ("PDVSA")  to
     drill  60  turnkey wells in Venezuela. The drilling  program
     commenced  in  March 1998 and the program  was  expected  to
     extend  over approximately three and one-half years  and  to
     utilize   seven   of  the  Company's  land  drilling   rigs.
     However,  during the first quarter of 1999, in  response  to
     the  downturn  in  the market and changes  in  both  PDVSA's
     management and its operating policies, PDVSA and the Company
     renegotiated  prices at reduced margins and  in  the  fourth
     quarter of 1999, renegotiations were made at further reduced
     margins.  By  the  end of the second quarter  of  2000,  the
     Company had completed 35 of the 60 wells. In February  2000,
     PDVSA  cancelled the turnkey contract for the  remaining  25
     wells. Although PDVSA cancelled its turnkey contract,  three
     of  the  land drilling rigs that were working on  a  turnkey
     basis have been subsequently contracted to work for PDVSA on
     a  dayrate  basis.  Also,  in  December  1999,  the  Company
     commenced  work  under  a  new  one-year  dayrate   drilling
     contract  with  PDVSA  utilizing  Rig  55  which  had   been
     previously stacked and has obtained drilling contracts  with
     PDVSA  for two jointly owned land drilling rigs. The Company
     is currently bidding on other dayrate contracts with PDVSA.

          LITIGATION - In November 1988, a lawsuit was  filed  in
     the  U.S. District Court for the Southern District  of  West
     Virginia  against Reading & Bates Coal Co.,  a  wholly-owned
     subsidiary of the Company, by SCW Associates, Inc.  claiming
     breach  of  an  alleged agreement to purchase the  stock  of
     Belva  Coal Company, a wholly-owned subsidiary of Reading  &
     Bates Coal Co. with coal properties in West Virginia.   When
     those coal properties were sold in July 1989 as part of  the
     disposition of the Company's coal operations, the purchasing
     joint  venture indemnified Reading & Bates Coal Co. and  the
     Company against any liability Reading & Bates Coal Co. might
     incur  as the result of this litigation. A judgment for  the
     plaintiff  of $32,000 entered in February 1991 was satisfied
     and  Reading  &  Bates  Coal  Co.  was  indemnified  by  the
     purchasing   joint  venture.  On  October  31,   1990,   SCW
     Associates,  Inc.,  the  plaintiff in  the  above-referenced
     action,  filed  a separate ancillary action in  the  Circuit
     Court,  Kanawha County, West Virginia against  the  Company,
     Caymen  Coal,  Inc.  (former owner  of  the  Company's  West
     Virginia  coal  properties), as well as the  joint  venture,
     Mr.  William  B.  Sturgill personally (former  President  of
     Reading  & Bates Coal Co.), three other companies  in  which
     the  Company believes Mr. Sturgill holds an equity interest,
     two  employees of the joint venture, First National Bank  of
     Chicago and First Capital Corporation.  The lawsuit seeks to
     recover  compensatory damages of $50.0 million and  punitive
     damages  of  $50.0 million for alleged tortious interference
     with the contractual rights of the plaintiff and to impose a
     constructive trust on the proceeds of the use and/or sale of
     the  assets  of  Caymen  Coal,  Inc.  as  they  existed   on
     October  15,  1988.   The Company continues  to  defend  its
     interests vigorously and believes the damages alleged by the
     plaintiff  in  this action are highly exaggerated.   In  any
     event,  the Company believes that it has valid defenses  and
     that it will prevail in this litigation.

          In  December  1998,  Mobil North Sea Limited  ("Mobil")
     purportedly terminated its contract for use of the Company's
     Jack  Bates  semisubmersible  rig based on  failure  of  two
     mooring  lines while anchor recovery operations at  a  Mobil
     well location had been suspended during heavy weather.   The
     contract provided for Mobil's use of the rig at a dayrate of
     approximately $115,000 for the primary term through  January
     1999  and approximately $200,000 for the extension term from
     February  1999 through December 2000.  The Company does  not
     believe that Mobil had the right to terminate this contract.
     The Company recontracted the Jack Bates to Mobil in 1999 for
     one well at a dayrate of $156,000 and for another well at  a
     dayrate of $69,000. These contracts are without prejudice to
     either party's rights in the dispute over the termination of
     the  original contract.  The Company has filed a request for
     arbitration   with   the  London  Court   of   International
     Arbitration and the arbitration proceedings are continuing.

          In March 1997, an action was filed by Mobil Exploration
     and  Producing  U.S. Inc. and affiliates, St.  Mary  Land  &
     Exploration  Company  and affiliates and  Samuel  Geary  and
     Associates,  Inc. against Cliffs Drilling, its  underwriters
     and insurance broker in the 16th Judicial District Court  of
     St.  Mary Parish, Louisiana. The plaintiffs alleged  damages
     amounting  to in excess of $50.0 million in connection  with
     the  drilling of a turnkey well in 1995 and 1996.  The  case
     was tried before a jury in January and February 2000, and  a
     judgment has been entered based on the jury verdict awarding
     the  plaintiffs damages of approximately $30.0  million  for
     excess  drilling costs, loss of insurance proceeds, loss  of
     hydrocarbons  and interest.  The Company has  filed  motions
     for  a  new trial and a judgment notwithstanding the verdict
     in  contemplation of perfecting its appeal of such  judgment
     and believes it will be successful upon appeal.  The Company
     further   believes  all  but  the  portion  of  the  verdict
     representing  excess  drilling costs of  approximately  $4.7
     million  is covered by relevant primary and excess liability
     insurance policies of Cliffs Drilling; however, the insurers
     and  underwriters have denied coverage.  Cliffs Drilling has
     instituted    litigation   against   those   insurers    and
     underwriters  to  enforce  its  rights  under  the  relevant
     policies.   At  this time Cliffs Drilling  and  the  Company
     believe  adequate reserves have been established to  protect
     the  interests  of Cliffs Drilling and the Company  in  this
     matter.

          The  Company is involved in various other legal actions
     arising  in  the normal course of business.   A  substantial
     number  of  these  actions involve  claims  arising  out  of
     injuries  to  employees  of the  Company  who  work  on  the
     Company's  rigs  and  power  vessels.   After  taking   into
     consideration the evaluation of such actions by counsel  for
     the Company and the Company's insurance coverage, management
     is  of  the  opinion  that  the outcome  of  all  known  and
     potential  claims and litigation will not  have  a  material
     adverse  effect  on  the  Company's  consolidated  financial
     position or results of operations.

C)   SEGMENT INFORMATION

          Segment information for the three and six month periods
     ended June 30, 2000 and 1999 is as follows (in millions):

                              Three Months Ended  Six Months Ended
                                   June 30,           June 30,
                              -----------------   -----------------
                                2000      1999      2000      1999
                              -------   -------   -------   -------
    Operating revenues by segment:
      Deepwater               $  88.1   $  86.3   $ 158.8   $ 176.5
      Shallow water              57.0      49.2     104.5     116.5
      Inland water               35.7      25.9      63.6      56.9
      Engineering services
         and land operations     31.8      66.4      95.4     122.2
      Development                 2.8        .1       4.7        .1
      Intersegment
        eliminations             (3.5)     (1.4)     (7.6)     (1.9)
                              -------   -------   -------   -------
         Total operating
          revenues            $ 211.9   $ 226.5   $ 419.4   $ 470.3
                              =======   =======   =======   =======

   Operating income (loss) by segment:
      Deepwater               $  20.9   $  32.6   $  27.2   $  66.5
      Shallow water                .4       (.2)     (1.3)      4.5
      Inland water                1.3      (9.8)     (5.2)    (13.6)
      Engineering services
         and land operations      1.9      13.6      11.9      29.2
      Development                  .1      (1.2)       .8      (2.3)
      Other and eliminations       .4        .1        .4        .2
                              -------   -------   -------   -------
                                 25.0      35.1      33.8      84.5
      Unallocated depreciation
         and amortization        (1.4)      (.9)     (2.9)     (1.8)
      Unallocated general
         and administrative     (15.2)    (25.1)    (29.7)    (40.9)
                              -------   -------   -------   -------
      Operating income        $   8.4   $   9.1   $   1.2   $  41.8
                              =======   =======   =======   =======

          For  the  three  months ended June 30, 2000  and  1999,
     revenues  from  PDVSA  Exploration and Production  of  $11.6
     million  ($11.3 million reported in the engineering services
     and  land operations segment and $.3 million reported in the
     inland  water  segment)  and $42.9  million  ($38.7  million
     reported  in  the  engineering services and land  operations
     segment  and  $4.2  million reported  in  the  inland  water
     segment),  respectively,  accounted  for  5.5%  and   18.9%,
     respectively,   of  the  Company's  consolidated   operating
     revenues.  For the six months ended June 30, 2000 and  1999,
     revenues  from  PDVSA  Exploration and Production  of  $44.1
     million  ($43.2 million reported in the engineering services
     and  land operations segment and $.9 million reported in the
     inland  water  segment)  and $90.9  million  ($82.0  million
     reported  in  the  engineering services and land  operations
     segment  and  $8.9  million reported  in  the  inland  water
     segment),  respectively,  accounted  for  10.5%  and  19.3%,
     respectively,   of  the  Company's  consolidated   operating
     revenues.

          Total assets by segment were as follows (in millions):

                                   June 30,  December 31,
                                     2000       1999
                                  ---------   ---------
      Deepwater                   $ 2,858.8   $ 2,942.5
      Shallow water                 1,193.4     1,263.5
      Inland water                    355.3       227.7
      Engineering services
       and land operations            107.2       172.5
      Development                      56.7        49.5
      Corporate                       176.9       266.2
                                  ---------   ---------
           Total                  $ 4,748.3   $ 4,921.9
                                  =========   =========

D)   EARNINGS PER SHARE

          The  following table summarizes the basic  and  diluted
     per  share  computations for loss before extraordinary  loss
     and  after preferred stock dividends for the three  and  six
     month  periods  ended June 30, 2000 and  1999  (in  millions
     except per share amounts):

                                      Three Months         Six Months
                                      Ended June 30,      Ended June 30,
                                    -----------------   -----------------
                                      2000      1999      2000      1999
                                    -------   -------   -------   -------
Numerator:
  Loss before extraordinary loss    $ (29.3)  $ (14.2)  $ (68.4)  $ (10.9)
  Dividends and accretion on
    preferred stock                   (13.3)     (9.1)    (26.2)     (9.1)
                                    -------   -------   -------   -------
  Loss before extraordinary loss
    and after preferred stock
    dividends - basic and diluted   $ (42.6)  $ (23.3)  $ (94.6)  $ (20.0)
                                    =======   =======   =======   =======
Denominator:
  Weighted average common shares
    outstanding - basic and diluted   193.5     192.6     193.2     192.5
                                    =======   =======   =======   =======
Earnings per share:
  Loss before extraordinary loss and
    after preferred stock dividends:
        Basic                       $  (.22)  $  (.12)  $  (.49)  $  (.10)
        Diluted                     $  (.22)  $  (.12)  $  (.49)  $  (.10)

E)   STOCK AWARDS

          During  the  first  six  months of  2000,  the  Company
     granted stock options, with respect to the Company's  common
     stock,   of  approximately  2,474,381  shares  to  executive
     officers   and   certain  employees  of  the   Company   and
     approximately 115,000 shares to non-employee members of  the
     board of directors. Such options vest at varying times  from
     six months to three years and were granted at prices ranging
     from  $12.469 to $20.625 per share (the market price on  the
     date of grants).  All such options expire ten years from the
     date   of  grant.   Also  in  the  first  quarter  of  2000,
     restricted stock awards with respect to 137,350 shares  were
     granted  to  certain employees of the Company.  Such  shares
     awarded  are  restricted as to transfer until  fully  vested
     four years from the date of grant.  The market value at  the
     date  of  grant of the common stock granted was recorded  as
     unearned compensation and will be expensed ratably over  the
     period during which the shares vest.

F)   SUBSEQUENT EVENTS

          In July 2000, the Company's wholly-owned subsidiary R&B
     Falcon   Subsea  Development  Inc.  and  its  majority-owned
     subsidiary  Reading & Bates Development Co.  ("Devco")  sold
     their  Gulf  of Mexico oil and gas properties to  Enterprise
     Oil  for  approximately $127.2 million in cash. The  Company
     expects  to  record a pre-tax gain of approximately  $65-$70
     million  in the third quarter of 2000 from the sale of  such
     oil  and  gas  properties. Approximately 13.6% of  Devco  is
     owned  by  minority  shareholders, including  directors  and
     employees  of  the Company and Devco.  Net proceeds  to  the
     Company   are  impacted  accordingly  by  sales   of   Devco
     properties.

          Also  in the third quarter of 2000, the Company expects
     to  complete  the  sale of its 38.6% ownership  interest  in
     Navis  ASA for approximately $83.0 million. Navis ASA  is  a
     Norwegian   public  company  which  owns   the   dynamically
     positioned drillship, Navis Explorer I.




               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
R&B Falcon Corporation


     We  have reviewed the accompanying consolidated balance sheet  of
R&B Falcon Corporation (a Delaware corporation) and Subsidiaries as of
June  30,  2000, the related consolidated statement of operations  for
the  three and six month periods ended June 30, 2000 and 1999 and  the
related consolidated statement of cash flows for the six months  ended
June   30,  2000  and  1999.  These  financial  statements   are   the
responsibility of the Company's management.

     We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public Accountants.  A review
of  interim  financial  information consists principally  of  applying
analytical  procedures  to  financial data  and  making  inquiries  of
persons  responsible  for  financial and accounting  matters.   It  is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which  is  the
expression of an opinion regarding the financial statements taken as a
whole.  Accordingly, we do not express such an opinion.

     Based   on   our  review,  we  are  not  aware  of  any  material
modifications that should be made to the financial statements referred
to  above  for  them  to  be in conformity with accounting  principles
generally accepted in the United States.



/s/Arthur Andersen LLP

Houston, Texas
July 31, 2000



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

Industry Conditions

     Activity  in the contract drilling industry and related  oil  and
gas   service  businesses  deteriorated  significantly  in  1999   due
primarily to decreased worldwide demand for drilling rigs and  related
services  resulting  from a substantial decline in  crude  oil  prices
experienced  in 1998 through the first quarter of 1999. In  mid  1999,
crude  oil  prices began a recovery, and demand for drilling  services
started  to  recover as well. However, there can be no assurance  that
demand  for  drilling rigs and related services will reach utilization
and  dayrate levels of 1996-1998. To date, while certain markets  have
improved substantially, taken as a whole, demand for drilling rigs has
not  recovered to the levels experienced in 1996-1998.   Oil  and  gas
companies' demand for offshore drilling services are a function of: 1)
current  and projected oil and gas prices, 2) government taxation  and
concession/leasing  policies,  3) the  oil  and  gas  company's  lease
inventory and existing drilling commitments on leases held, 4) the oil
and gas company's free cash flow and general funding availability,  5)
the  oil  and gas company's internal reserve replacement requirements,
6)  geopolitical  factors (e.g., the drive for  national  hydrocarbons
self  sufficiency).  The first factor is generally the most important.
In particular, the domestic shallow water market tends to be primarily
driven by the price of natural gas. Continued strength in natural  gas
prices has recently bolstered this market.

     Changes  in  demand for exploration and production  services  can
impact  the Company's liquidity as supply and demand factors  directly
affect utilization and dayrates, which are the primary determinants of
cash  flow from the Company's operations. In late 1998 and early 1999,
lower  crude  oil  and gas prices reduced exploration  and  production
spending,  which  led to significantly lower dayrates and  utilization
for  offshore  drilling companies, particularly in the  U.S.  Gulf  of
Mexico. Management believes such decline in demand also contributed to
terminated  or  renegotiated contracts for certain  of  the  Company's
deepwater  rigs.  While there has been some improvement in utilization
and  dayrates  in certain segments of drilling activity in  which  the
Company participates since the beginning of 2000, if crude oil  and/or
gas  prices  were to decline substantially from current levels,  there
could  be a deterioration in rig utilization and dayrates which  could
have  a  material adverse effect on the Company's liquidity, financial
position and results of operations.

Results of Operations

                SIX MONTHS ENDED JUNE 30, 2000 COMPARED
                  TO SIX MONTHS ENDED JUNE 30, 1999

     The Company's net loss for the six months ended June 30, 2000 was
$68.4  million  ($.49  loss per diluted share  after  preferred  stock
dividends and accretion of $26.2 million) compared with a net loss  of
$12.6  million ($.11 per diluted share after preferred stock dividends
and  accretion of $9.1 million) for the same period of 1999.  Included
in  the 1999 results was a $1.7 million extraordinary loss due to  the
extinguishment of debt obligations.

     Operating  revenues  are  primarily a function  of  dayrates  and
utilization.  Operating revenues decreased for the  six  months  ended
June 30, 2000 compared to the same period in 1999 due to a decrease in
the  engineering  services segment resulting from a  decrease  in  the
number  of  international turnkey wells completed  in  the  period,  a
decrease in the deepwater segment primarily due to lower dayrates  and
utilization, a decrease in the shallow water segment primarily due  to
decreased  utilization  and  dayrates for  the  international  jack-up
fleet, offset by a slight increase in the inland water segment due  to
higher  utilization and dayrates on the domestic barge  fleet  and  an
increase in the development segment due to revenues from the Company's
domestic  oil and gas interest in Gyrfalcon. For the six months  ended
June 30, 2000 and 1999, revenues from one customer in Venezuela (PDVSA
Exploration  and  Production)  of $44.1  million  and  $82.0  million,
respectively,  accounted  for 10.5% and 17.4%,  respectively,  of  the
Company's total operating revenues.  See "Other" below.

     Operating expenses do not necessarily fluctuate in proportion  to
changes in operating revenues due to the continuation of personnel  on
board  and equipment maintenance when the Company's units are stacked.
It  is only during prolonged stacked periods that the Company is  able
to significantly reduce labor costs and equipment maintenance expense.
Additionally,   labor   costs  fluctuate   due   to   the   geographic
diversification  of the Company's units and the mix of  labor  between
expatriates and nationals as stipulated in the contracts.  In general,
labor  costs  increase  primarily due  to  higher  salary  levels  and
inflation.   Equipment maintenance expenses fluctuate  depending  upon
the  type of activity the unit is performing and the age and condition
of  the  equipment.  Scheduled maintenance and overhauls of  equipment
are  performed on the basis of number of hours operated in  accordance
with the Company's preventive maintenance program.  Operating expenses
for a unit are typically deferred or capitalized as appropriate during
periods  of  mobilization,  contract preparation,  major  upgrades  or
conversions unless corresponding revenue is recognized, in which  case
such costs are expensed as incurred.

     The  decrease in operating expenses for the six months ended June
30,  2000  as compared to the same period in 1999 is due to a decrease
in  the engineering services segment resulting from a decrease in  the
number  of  international turnkey wells completed  in  the  period,  a
decrease in the shallow water segment due to lower utilization of  the
international jackup fleet and the 1999 recognition of an $8.3 million
gain  on  the  W.  D. Kent derrick equipment casualty,  offset  by  an
increase for the deepwater segment primarily due to the activation  of
the Deepwater Millennium, Deepwater Expedition and the Falcon 100.

      Depreciation  and  amortization expense increased  for  the  six
months  ended  June 30, 2000 as compared to the same period  in  1999.
Such  increase  is  primarily due to the activation of  the  Deepwater
Millennium, Deepwater Expedition and the Falcon 100 in the later  part
of  1999 and significant upgrades of offshore vessels during the  past
12 months.

     General  &  administrative expense decreased for the  six  months
ended  June 30, 2000 as compared to the same period in 1999  primarily
due  to  $8.1 million of executive termination and employee  incentive
compensation expense incurred in 1999 and cost savings associated with
the consolidation in July 1999 of the Cliffs Drilling corporate office
with the R&B Falcon corporate office.

     Interest expense increased for the six months ended June 30, 2000
as  compared to the same period in 1999 primarily due to the  issuance
of  $1.0  billion  of senior notes in March 1999 and completion  of  a
$250.0 million project financing in August 1999.

     Interest income increased for the six months ended June 30,  2000
as compared to the same period in 1999 due to increased cash and short-
term investment balances during the period.

     Loss  from  equity investees plus related revenues  and  expenses
increased  for the six months ended June 30, 2000 as compared  to  the
same  period  in  1999  due to increased losses  associated  with  the
Deepwater  Frontier resulting from downtime and greater than  expected
operating  expenses,  offset by increased earnings  on  the  Deepwater
Pathfinder,  both of which commenced operations in the first  half  of
1999.

     Income  tax benefit increased for the six months ended  June  30,
2000 as compared to the same period in 1999, primarily as a result  of
increased losses for the six months ended June 30, 2000 as compared to
the  same period in 1999. In addition, the Company recorded the income
tax benefit for the six months ended June 30, 2000 at an effective tax
rate  of 30% compared to full statutory rates for the six months ended
June  30, 1999. The lower than full statutory rate for the six  months
ended  June 30, 2000 is primarily due to the lack of creditability  of
certain foreign tax credits and other revised foreign tax estimates.

     Minority  interest  relates primarily to the  results  of  Arcade
Drilling, a majority-owned subsidiary of the Company. Arcade  Drilling
reported  lower  income  in the six months  ended  June  30,  2000  as
compared  to  the same period in 1999 primarily due to lower  dayrates
and higher operating costs on the Henry Goodrich and a slightly higher
effective income tax rate.

     Extraordinary loss for the six months ended June 30, 1999 of $1.7
million,  after  a  tax  benefit  of  $.9  million  was  due  to   the
extinguishment of debt obligations in connection with the issuance  of
new  debt  obligations.  See Note A of Notes to  Interim  Consolidated
Financial Statements.

     Dividends and accretion on preferred stock increased for the  six
months ended June 30, 2000 as compared to the same period in 1999 as a
result of the Company issuing the 13.875% Senior Cumulative Redeemable
Preferred Stock in April 1999.

               THREE MONTHS ENDED JUNE 30, 2000 COMPARED
                 TO THREE MONTHS ENDED JUNE 30, 1999

     The  Company's net loss for the three months ended June 30,  2000
was  $29.3 million ($.22 loss per diluted share after preferred  stock
dividends and accretion of $13.3 million) compared with a net loss  of
$14.2  million ($.12 per diluted share after preferred stock dividends
and accretion of $9.1 million) for the same period of 1999.

     Operating  revenues  are  primarily a function  of  dayrates  and
utilization.  Operating revenues decreased for the three months  ended
June 30, 2000 compared to the same period in 1999 due to a decrease in
the  engineering  services segment resulting from a  decrease  in  the
number  of international turnkey wells completed in the period, offset
by  an  increase  in  the  shallow  water  segment  due  to  increased
utilization  and dayrates for the domestic jack-up fleet, an  increase
in  the inland water segment due to increased utilization and dayrates
for   the  domestic  barges,  and  an  increase  in  revenues  in  the
development  segment due to revenues from the Company's  domestic  oil
and  gas  interest in Gyrfalcon. For the three months ended  June  30,
2000  and  1999,  revenues  from  one  customer  in  Venezuela  (PDVSA
Exploration  and  Production)  of $11.6  million  and  $38.6  million,
respectively,  accounted  for  5.5% and 17.0%,  respectively,  of  the
Company's total operating revenues.  See "Other" below.

     Operating expenses do not necessarily fluctuate in proportion  to
changes in operating revenues due to the continuation of personnel  on
board  and equipment maintenance when the Company's units are stacked.
It  is only during prolonged stacked periods that the Company is  able
to significantly reduce labor costs and equipment maintenance expense.
Additionally,   labor   costs  fluctuate   due   to   the   geographic
diversification  of the Company's units and the mix of  labor  between
expatriates and nationals as stipulated in the contracts.  In general,
labor  costs  increase  primarily due  to  higher  salary  levels  and
inflation.   Equipment maintenance expenses fluctuate  depending  upon
the  type of activity the unit is performing and the age and condition
of  the  equipment.  Scheduled maintenance and overhauls of  equipment
are  performed on the basis of number of hours operated in  accordance
with the Company's preventive maintenance program.  Operating expenses
for a unit are typically deferred or capitalized as appropriate during
periods  of  mobilization,  contract preparation,  major  upgrades  or
conversions unless corresponding revenue is recognized, in which  case
such costs are expensed as incurred.

     The  decrease  in operating expenses for the three  months  ended
June  30,  2000 as compared to the same period in 1999  is  due  to  a
decrease in the engineering services segment due to a decrease in  the
number  of international turnkey wells completed in the period, offset
by  an  increase in the shallow water segment as a result of the  1999
recognition  of  an  $8.3  million gain on  the  W.  D.  Kent  derrick
equipment  casualty and an increase in the deepwater segment primarily
due   to   the  activation  of  the  Deepwater  Millennium,  Deepwater
Expedition and the Falcon 100.

      Depreciation  and amortization expense increased for  the  three
months  ended  June 30, 2000 as compared to the same period  in  1999.
Such  increase  is  primarily due to the activation of  the  Deepwater
Millennium, Deepwater Expedition and the Falcon 100 in the later  part
of  1999 and significant upgrades of offshore vessels during the  past
12 months.

     General  & administrative expense decreased for the three  months
ended  June 30, 2000 as compared to the same period in 1999  primarily
due  to  $8.1 million of executive termination and employee  incentive
compensation expense incurred in 1999 and cost savings associated with
the consolidation in July 1999 of the Cliffs Drilling corporate office
with the R&B Falcon corporate office.

     Interest  expense increased for the three months ended  June  30,
2000  as  compared  to the same period in 1999 primarily  due  to  the
completion of a $250.0 million project financing in August 1999 and  a
decrease  in  capitalized interest due to new  build  and  significant
upgrade projects approaching completion.

     Interest  income decreased for the three months  ended  June  30,
2000 as compared to the same period in 1999 due to decreased cash  and
short-term investment balances during the period.

     Loss  from  equity investees plus related revenues  and  expenses
increased for the three months ended June 30, 2000 as compared to  the
same  period  in  1999  due to increased losses  associated  with  the
Deepwater Frontier due to downtime and greater than expected operating
expenses.

     Income tax benefit increased for the three months ended June  30,
2000 as compared to the same period in 1999, primarily as a result  of
increased losses for the three months ended June 30, 2000 as  compared
to  the  same  period in 1999. In addition, the Company  recorded  the
income  tax  benefit for the three months ended June 30,  2000  at  an
effective  tax  rate of 29% compared to full statutory rates  for  the
three  months ended June 30, 1999. The lower than full statutory  rate
for  the three months ended June 30, 2000 is primarily due to the lack
of  creditability  of certain foreign tax credits  and  other  revised
foreign tax estimates.

     Minority  interest  relates primarily to the  results  of  Arcade
Drilling, a majority-owned subsidiary of the Company. Arcade  Drilling
reported  lower  income in the three months ended  June  30,  2000  as
compared  to  the same period in 1999 primarily due to lower  dayrates
and higher operating costs on the Henry Goodrich and a slightly higher
effective income tax rate.

     Dividends  and  accretion on preferred stock  increased  for  the
three  months  ended June 30, 2000 as compared to the same  period  in
1999  as a result of the Company issuing the 13.875% Senior Cumulative
Redeemable Preferred Stock in April 1999.

Liquidity and Capital Resources

     Cash Flows

     Net  cash used in operating activities was $81.9 million for  the
six  months  ended  June 30, 2000 compared to  net  cash  provided  by
operating  activities of $116.9 million for the same period  in  1999.
The change in cash flows from operating activities is primarily due to
the  increase  in net loss in 2000 as a result of lower  dayrates  and
utilization, and changes in the components of working capital.

     Net  cash provided by investing activities was $114.5 million for
the  six  months  ended June 30, 2000 compared to  net  cash  used  in
investing  activities of $768.7 million for the same period  in  1999.
The  change in cash flows from investing activities in 2000 is due  to
the  following:  1)  a  decrease  in capital  expenditures,  primarily
related  to  the  completion of several of the  Company's  significant
capital  projects, 2) a decrease in investments made in joint  venture
projects,  primarily  due to advances made  in  1999  to  the  limited
liability company that operates the Deepwater Frontier, 3) a reduction
of  cash  dedicated  to capital projects which was  used  for  capital
expenditures  and  interest payments (see Note A of Notes  to  Interim
Consolidated  Financial  Statements) and 4)  the  sale  of  short-term
investments.

     Net  cash  provided by financing activities was $7.1 million  for
the  six months ended June 30, 2000 compared to $980.0 million for the
same  period  in  1999.  The  change  in  cash  flows  from  financing
activities  is  primarily  due  to a $300.0  million  preferred  stock
offering in April 1999 and the 1999 financing activity associated with
a  $1.0  billion debt offering and repayment of debt obligations  with
proceeds from such debt offering.

     Capital Expenditure Commitments

     The  Company  has  numerous projects substantially  completed  or
under  way  involving the construction or upgrade of  drilling  units.
The following is a list of such projects:

                           Water                                  Expenditures
                           Depth     Estimated Contract              Through
                         Capability  Delivery    Term    Estimated   June 30,
                           (feet)      Date     (years)    Cost        2000
                           ------      ----     -------    ----        ----
Drillships:                                                  (in millions)
 DEEPWATER PATHFINDER (1)  10,000    Delivered      5   $   277.0   $   276.6
 DEEPWATER FRONTIER (2)    10,000    Delivered     2.5      271.0       267.0
 DEEPWATER MILLENNIUM (3)  10,000    Delivered      4       275.0       274.3
 DEEPWATER DISCOVERY       10,000 3rd quarter 2000  3       305.0       177.9
 DEEPWATER EXPEDITION      10,000    Delivered      6       230.0       225.7
 DEEPWATER NAVIGATOR (4)    7,200    Delivered      3       335.0       323.3
Semisubmersibles:
 FALCON 100 (5)             2,400    Delivered     .5       125.5       125.5
 DEEPWATER NAUTILUS         8,000    Delivered      5       350.0       346.5
 DEEPWATER HORIZON         10,000 1st quarter 2001  3       365.0       128.1
                                                        ---------   ---------
                                                        $ 2,533.5   $ 2,144.9
                                                        =========   =========

  (1)  The  Company  owns  a  50%  interest  in  the limited liability
       company that operates this drillship.
  (2)  The  Company  owns  a  60%  interest  in  the limited liability
       company  that  operates  this  drillship.  Under  the  drilling
       contract for this  drillship,  the Company and Conoco have each
       committed  to  use  this  drillship for two and one half of the
       first five years after delivery.   During 1999, both Conoco and
       the Company used the drillship to drill a  well  and in October
       1999, under the Company's direction, the drillship  commenced a
       two-year drilling contract offshore Brazil with Petrobras.
  (3)  In  October 1999, the drillship commenced a three-year drilling
       contract  with  Statoil, then the Company will alternate use of
       the  drillship with  Statoil  every six months for the next two
       years.
  (4)  On April 15, 1999, BP Amoco cancelled the drilling contract for
       the Deepwater Navigator in accordance with the contract's terms
       because the drillship had  not been delivered on time. However,
       the  Deepwater  Navigator   commenced  a  three-year   drilling
       contract offshore Brazil for Petrobras in July 2000.
  (5)  In  May 1999, Petrobras cancelled the drilling contract for the
       Falcon  100  based  on  its  interpretation of the cancellation
       provisions  of the  contract. The Company does not believe that
       Petrobras  has the right  to cancel  such contract. The Company
       has  engaged  Brazilian  counsel to pursue the Company's rights
       under  the  contract.  The  Company  has  received from another
       customer  a six-month  drilling  contract  to  commence in  the
       third quarter of 2000.

     The  Company's construction and upgrade projects are  subject  to
the   risks  of  delay  and  cost  overruns  inherent  in  any   large
construction  project,  including shortages of  equipment,  unforeseen
engineering    problems,   work   stoppages,   weather   interference,
unanticipated  cost  increases and shortages of materials  or  skilled
labor.  Significant cost overruns or delays would adversely affect the
Company's  liquidity, financial condition and results  of  operations.
Delays  could  also result in penalties under, or the termination  of,
certain  of the long-term contracts under which the Company  plans  to
operate these rigs.

     Liquidity

     The   Company   has  substantially  completed  or  is   currently
constructing or significantly upgrading nine deepwater drilling  rigs.
The  Company  estimates its capital expenditure commitments  on  these
projects  and its other routine capital expenditures for the remainder
of  2000  to total approximately $305.0 million. As of June 30,  2000,
the  Company  had  $427.0  million of  cash,  cash  equivalents,  cash
dedicated  to  capital projects and short-term investments.  Also,  in
July  2000,  the Company completed the sale of its Gulf of Mexico  oil
and  gas properties for approximately $127.2 million in cash and as  a
result the Company received $117.2 million and expects to receive  the
remaining $10.0 million in August 2000. The Company no longer  expects
to sell the Seillean and Iolair.

     The Company has limited ability under its indenture covenants  to
incur additional recourse indebtedness.  However, the Company believes
its  projected level of cash flows from operations, which  assumes  an
industry recovery in 2000, cash on hand, potential asset sales  and/or
new  financings will be sufficient to satisfy the Company's short-term
and  long-term  working  capital needs, planned  investments,  capital
expenditures,  debt,  lease  and other  payment  obligations.  If  the
Company were to build excess cash balances, it will most likely use  a
portion of the excess to retire debt and/or preferred obligations.

Other

     In  April  1998, Cliffs Drilling entered into a turnkey  contract
with  PDVSA  Exploration and Production ("PDVSA") to drill 60  turnkey
wells  in Venezuela. The drilling program commenced in March 1998  and
the  program was expected to extend over approximately three and  one-
half  years and to utilize seven of the Company's land drilling  rigs.
However, during the first quarter of 1999, in response to the downturn
in the market and changes in both PDVSA's management and its operating
policies, PDVSA and the Company renegotiated prices at reduced margins
and in the fourth quarter of 1999, renegotiations were made at further
reduced margins. By the end of the second quarter of 2000, the Company
had  completed  35 of the 60 wells. In February 2000, PDVSA  cancelled
the  turnkey  contract  for  the remaining 25  wells.  Although  PDVSA
cancelled  its turnkey contract, three of the land drilling rigs  that
were  working on a turnkey basis have been subsequently contracted  to
work for PDVSA on a dayrate basis. Also, in December 1999, the Company
commenced  work  under a new one-year dayrate drilling  contract  with
PDVSA  utilizing  Rig  55 which had been previously  stacked  and  has
obtained  drilling  contracts with PDVSA for two  jointly  owned  land
drilling  rigs.  The  Company is currently bidding  on  other  dayrate
contracts with PDVSA.

     In 1998, the Company cancelled four drillship conversion projects
in  which  the Company had purchased or committed to purchase drilling
equipment for such projects. The Company had expected to use  some  of
the  surplus  equipment on other construction and/or upgrade  projects
and  to maintain the balance as inventory. A majority of the equipment
originally ordered was directed to other construction projects. As  of
June  30,  2000, the Company had approximately $55.3 million remaining
of  such  surplus  drilling  equipment.  The  Company  is  continually
reviewing the value and utility of such equipment and if in the future
it  is determined the Company cannot realize the recorded value of the
surplus  equipment, the Company could incur additional  write-offs  or
write-downs of such equipment.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The  Company is exposed to changes in interest rates with respect
to  its  debt obligations.  The following table sets forth the average
interest  rate  for  the  scheduled maturity  of  the  Company's  debt
obligations as of June 30, 2000 (dollars in millions):

                                                                    Estimated
                                                                    Fair Value
                                                                        at
             2000   2001   2002    2003    2004 Thereafter  Total  June 30, 2000
             ----   ----   ----    ----    ---- ----------  -----  -------------
Fixed
 Rate Debt:
Amount      $ 17.0 $ 41.3 $ 38.6 $ 591.6  $ 44.6 $ 2,219.7 $ 2,952.8 $ 2,910.3
Average
  interest
  rate      7.314% 7.621% 7.310%  8.268%  7.310%  9.374%    9.058%


     The Company is exposed to changes in the price of oil and natural
gas.   The  marine  contract drilling industry is dependent  upon  the
exploration and production programs of oil and gas companies, which in
turn are influenced by the price of oil and natural gas.

                      PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In  March  1997,  an  action was filed by Mobil  Exploration  and
Producing  U.S.  Inc.  and  affiliates, St. Mary  Land  &  Exploration
Company  and affiliates and Samuel Geary and Associates, Inc.  against
Cliffs  Drilling, its underwriters and insurance broker  in  the  16th
Judicial  District Court of St. Mary Parish, Louisiana. The plaintiffs
alleged  damages amounting to in excess of $50.0 million in connection
with  the  drilling of a turnkey well in 1995 and 1996.  The case  was
tried  before a jury in January and February 2000, and a judgment  has
been entered based on the jury verdict awarding the plaintiffs damages
of  approximately  $30.0 million for excess drilling  costs,  loss  of
insurance  proceeds, loss of hydrocarbons and interest.   The  Company
has  filed motions for a new trial and a judgment notwithstanding  the
verdict in contemplation of perfecting its appeal of such judgment and
believes  it  will  be  successful upon appeal.  The  Company  further
believes  all  but  the  portion of the  verdict  representing  excess
drilling  costs of approximately $4.7 million is covered  by  relevant
primary  and  excess liability insurance policies of Cliffs  Drilling;
however,  the insurers and underwriters have denied coverage.   Cliffs
Drilling   has  instituted  litigation  against  those  insurers   and
underwriters  to  enforce its rights under the relevant  policies.  At
this  time  Cliffs Drilling and the Company believe adequate  reserves
have been established to protect the interests of Cliffs Drilling  and
the Company in this matter.

     The Company is involved in various other legal actions arising in
the  normal  course of business.  After taking into consideration  the
evaluation  of such actions by counsel for the Company, management  is
of  the opinion that the outcome of all known and potential claims and
litigation  will not have a material adverse effect on  the  Company's
business or consolidated financial position or results of operations.

Item 4.  Results of Votes of Security Holders

      At the annual meeting of stockholders of R&B Falcon Corporation,
held  on May 17, 2000, four Class III directors were elected by a vote
of  common  stockholders, as outlined in the Company's Proxy Statement
relating  to such annual meeting. Proxies for the annual meeting  were
solicited pursuant to Regulation 14 under the Securities and  Exchange
Act   of  1934,  there  was  no  solicitation  in  opposition  to  the
management's nominees as listed in the Proxy Statement and all of such
nominees  were  elected, with 126,609,235,  126,610,449,   126,609,787
and  126,609,884 votes for each of Mr. Chatterjee, Mr. Donabedian, Mr.
Loyd  and  Mr. Webster, respectively, and 413,557,  412,343,   413,005
and  412,908  votes withheld from each of such nominees, respectively.
In  addition, two proposals were voted upon: (i) a proposal to approve
the Company's 2000 Employee Long-Term Incentive Plan, with 119,018,210
votes  for  the  proposal, 7,860,255 votes against  the  proposal  and
144,327  abstentions, and (ii) a proposal to ratify  and  approve  the
appointment  of Arthur Andersen LLP as independent public  accountants
for  the Company for its fiscal year 2000, with 126,824,983 votes  for
the   proposal,  129,783  votes  against  the  proposal   and   68,026
abstentions.


Item 6.  Exhibits and Reports on Form 8-K

 (a)  Exhibits

   10.1*  - 2000  Employee  Long-Term Incentive Plan (Filed as Exhibit
            99.A to the Company's Proxy Statement dated April 24, 2000
            and incorporated  by reference.)

   10.2*  - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between R&B  Falcon Corporation and P. C. Chatterjee under
            R&B Falcon Corporation  1999  Director Long-Term Incentive
            Plan.

   10.3*  - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between R&B Falcon  Corporation  and  Arnold Chavkin under
            R&B Falcon  Corporation  1999 Director Long-Term Incentive
            Plan.

   10.4*  - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B  Falcon Corporation  and  Charles  Donabedian
            under  R&B   Falcon  Corporation  1999  Director Long-Term
            Incentive Plan.

   10.5*  - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon Corporation   and  Douglas  Hamilton
            under   R&B   Falcon  Corporation  1999 Director Long-Term
            Incentive Plan.

   10.6*  - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon  Corporation   and   Macko   Laqueur
            under   R&B   Falcon   Corporation 1999 Director Long-Term
            Incentive Plan.

   10.7*  - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B  Falcon Corporation  and  Richard  Pattarozzi
            under  R&B   Falcon  Corporation  1999  Director Long-Term
            Incentive Plan.

   10.8*  - Stock  Option  Agreement dated  as of  February  14,  2000
            between R&B Falcon Corporation  and  Richard A. Pattarozzi
            under  R&B  Falcon  Corporation  1999  Director  Long-Term
            Incentive Plan.

   10.9*  - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon  Corporation   and   Michael  Porter
            under   R&B   Falcon  Corporation  1999 Director Long-Term
            Incentive Plan.

   10.10* - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon Corporation   and  Robert  Sandmeyer
            under   R&B   Falcon  Corporation  1999 Director Long-Term
            Incentive Plan.

   10.11* - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon Corporation   and   Douglas  Swanson
            under   R&B   Falcon   Corporation 1999 Director Long-Term
            Incentive Plan.

   10.12* - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon  Corporation   and   Steven  Webster
            under   R&B   Falcon   Corporation 1999 Director Long-Term
            Incentive Plan.

   10.13* - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon Corporation   and   William  Ziegler
            under   R&B   Falcon   Corporation 1999 Director Long-Term
            Incentive Plan.

   10.14* - Stock  Option  Agreement  dated  as  of January  28,  2000
            between  R&B Falcon  Corporation  and  Paul  B.  Loyd, Jr.
            under  R&B  Falcon   Corporation  1999  Employee Long-Term
            Incentive Plan.

   10.15* - Stock  Option  Agreement  dated as  of  January  28,  2000
            between  R&B   Falcon Corporation  and  Paul B  Loyd,  Jr.
            under  R&B  Falcon  Corporation  1999   Employee Long-Term
            Incentive Plan.

   10.16* - Stock  Option  Agreement  dated as  of  January  28,  2000
            between R&B Falcon Corporation  and  Andrew  Bakonyi under
            R&B   Falcon Corporation 1999 Employee Long-Term Incentive
            Plan.

   10.17* - Stock  Option  Agreement  dated  as of  January  28,  2000
            between  R&B   Falcon  Corporation   and   Andrew  Bakonyi
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.18* - Stock  Option  Agreement  dated  as  of January  28,  2000
            between  R&B   Falcon Corporation and  Bernie  W.  Stewart
            under  R&B   Falcon    Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.19* - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon Corporation  and  Bernie  W. Stewart
            under  R&B   Falcon    Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.20* - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon  Corporation  and Tim W. Nagle under
            R&B Falcon Corporation  1999  Employee Long-Term Incentive
            Plan.

   10.21* - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon  Corporation  and Tim W. Nagle under
            R&B Falcon Corporation   1999 Employee Long-Term Incentive
            Plan.

   10.22* - Stock  Option  Agreement  dated  as  of January  28,  2000
            between  R&B   Falcon  Corporation  and Tim W. Nagle under
            R&B Falcon Corporation   1999 Employee Long-Term Incentive
            Plan.

   10.23* - Stock  Option  Agreement  dated  as  of January  28,  2000
            between  R&B   Falcon  Corporation  and  Wayne  K.  Hillin
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.24* - Stock  Option  Agreement  dated  as  of  January  28, 2000
            between  R&B   Falcon Corporation   and  Wayne  K.  Hillin
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.25* - Stock  Option  Agreement  dated  as  of January  28,  2000
            between  R&B   Falcon Corporation  and  Charles  R.  Ofner
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.26* - Stock  Option  Agreement  dated  as  of January  28,  2000
            between  R&B   Falcon Corporation  and  Charles  R.  Ofner
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.27* - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon  Corporation   and   Imran   Toufeeq
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.28* - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon  Corporation   and   Imran   Toufeeq
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.29* - Stock  Option  Agreement dated  as  of  January  28,  2000
            between  R&B   Falcon  Corporation   and   Imran   Toufeeq
            under   R&B   Falcon   Corporation 1999 Employee Long-Term
            Incentive Plan.

   10.30  - Contingent  Undertaking dated as of June 2,  2000  between
            the Company and Sovereign Corporate Limited.

   10.31  - Operation and Maintenance  Agreement  dated  as of June 2,
            2000 among the Company,  RBF Exploration  Co., BTM Capital
            Corporation and  R&B  Falcon Deepwater (UK) Limited.

   10.32  - Consent of Note Holder dated as   of  May  2000  regarding
            the  Note  Purchase  Agreement,  Deepwater Nautilus, dated
            August 12, 1999.

   15     - Letter  regarding unaudited interim financial information.

   27     - Financial Data Schedule. (Exhibit 27 is being submitted as
            an exhibit only in the electronic format of this Quarterly
            Report on Form 10-Q being submitted to the Securities  and
            Exchange Commission.)

          *Management contract or compensatory plan or arrangement.

 (b)   Reports on Form 8-K

        There  were  no Current Reports on Form 8-K filed  during  the
     three months ended June 30, 2000.



                           SIGNATURE



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.


                                R&B FALCON CORPORATION



Date: August 11, 2000           By /s/T. W. Nagle
                                   ------------------------
                                   T. W. Nagle
                                   Executive Vice President and
                                   Chief Financial Officer