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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 March 31, 1998
                                  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)
                                     
                                   NONE
(Former name, former address and former fiscal year, if changed since last
report.)


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 MAY 1, 1998 : 165,174,358

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                    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 months ended March  31,  1998  and
1997,  include,  in  the  opinion of the Company,  all  adjustments  (which
consist  only of normal recurring adjustments) necessary to present  fairly
the  financial  position and results of operations for such  periods.   The
financial  data  for the three months ended March 31, 1998 included  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 months ended March  31,  1998
are  not  necessarily  indicative of results of operations  which  will  be
realized  for the year ending December 31, 1998.  The financial  statements
should  be  read in conjunction with the Company's Form 10-K for  the  year
ended December 31, 1997.

                        R&B FALCON CORPORATION
                           AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEET
                            (in millions)
  
                                                    MARCH 31,  DECEMBER 31,
                                                      1998        1997
                                                    ---------  -----------
                                                   (unaudited)
 ASSETS
 ------
 CURRENT ASSETS:
   Cash and cash equivalents                        $    68.6  $    55.5
   Short-term investments                                49.5       45.4
   Accounts receivable:
    Trade, net                                          210.0      165.1
    Other                                                25.7       22.3
   Materials and supplies inventory                      17.3       15.1
   Other current assets                                  15.8       13.1
                                                    ---------  ---------
    Total current assets                                386.9      316.5
                                                    ---------  ---------
 PROPERTY AND EQUIPMENT:
   Drilling                                           2,128.2    1,925.9
   Other                                                115.1       81.1
                                                    ---------  ---------
    Total property and equipment                      2,243.3    2,007.0
   Accumulated depreciation                            (445.9)    (426.3)
                                                    ---------  ---------
    Net property and equipment                        1,797.4    1,580.7
                                                    ---------  ---------
 DEFERRED CHARGES AND OTHER ASSETS                       32.0       31.2
                                                    ---------  ---------
 NET ASSETS OF DISCONTINUED OPERATIONS                    9.8         -
                                                    ---------  ---------
 TOTAL ASSETS                                       $ 2,226.1  $ 1,928.4
                                                    =========  =========

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

                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEET
                               (in millions)

                                                     MARCH 31,  DECEMBER 31,
                                                       1998        1997
                                                    ----------  -----------
                                                    (unaudited)
 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Short-term obligations                           $    84.5  $      -
   Long-term obligations due within one year             38.2      135.2
   Accounts payable - trade                              52.7       51.5
   Accrued liabilities                                  114.9      144.7
                                                    ---------  ---------
    Total current liabilities                           290.3      331.4
    
 LONG-TERM OBLIGATIONS                                  915.8      692.2
 
 OTHER NONCURRENT LIABILITIES                            38.0       38.6
 
 DEFERRED INCOME TAXES                                  106.0       76.8
 
 NET LIABILITIES OF DISCONTINUED OPERATIONS                -         5.8
                                                    ---------  ---------
    Total liabilities                                 1,350.1    1,144.8
                                                    ---------  ---------
 COMMITMENTS AND CONTINGENCIES
 
 MINORITY INTEREST                                       53.8       55.6
                                                    ---------  ---------
 STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value                            1.7        1.6
  Capital in excess of par value                        655.5      631.4
  Retained earnings                                     166.1       96.3
  Other                                                  (1.1)      (1.3)
                                                    ---------  ---------
     Total stockholders' equity                         822.2      728.0
                                                    ---------  ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 2,226.1  $ 1,928.4
                                                    =========  =========

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

 
                         R&B FALCON CORPORATION
                            AND SUBSIDIARIES

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

                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                     ------------------
                                                       1998       1997
                                                     -------    -------
OPERATING REVENUES                                   $ 279.4    $ 203.1
                                                     -------    -------
COSTS AND EXPENSES:
 Operating expenses                                    120.0      103.5
 Depreciation                                           20.9       18.5
 General and administrative                             13.5       11.3
 Merger expenses                                        (1.0)        -
                                                     -------    -------
      Total costs and expenses                         153.4      133.3
                                                     -------    -------
OPERATING INCOME                                       126.0       69.8
                                                     -------    -------
OTHER INCOME (EXPENSE):
 Interest expense, net of capitalized interest         (13.9)     (10.1)
 Interest income                                         1.5        1.6
 Other, net                                              (.1)       (.3)
                                                     -------    -------
      Total other income (expense)                     (12.5)      (8.8)
                                                     -------    -------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
 TAX EXPENSE  AND MINORITY INTEREST                    113.5       61.0
                                                     -------    -------
INCOME TAX EXPENSE:
 Current                                                 6.8        8.3
 Deferred                                               34.6        4.7
                                                     -------    -------
      Total income tax expense                          41.4       13.0
                                                     -------    -------
MINORITY INTEREST                                       (2.3)      (3.3)
                                                     -------    -------
INCOME FROM CONTINUING OPERATIONS                       69.8       44.7
           
LOSS FROM DISCONTINUED OPERATIONS                         -        (5.8)
                                                     -------    -------
NET INCOME                                           $  69.8    $  38.9
                                                     =======    =======
NET INCOME PER COMMON SHARE:
  Basic:
     Continuing operations                           $    .42   $    .27
     Discontinued operations                              -         (.03)
                                                     --------   --------
       Net income                                    $    .42   $    .24
                                                     ========   ========
  Diluted:                                         
    Continuing operations                            $    .42   $    .27
    Discontinued operations                               -         (.04)
                                                     --------   --------
       Net income                                    $    .42   $    .23
                                                     ========   ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic                                                164.9      163.6
                                                     ========   ========
   Diluted                                              166.4      165.9
                                                     ========   ========

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


                        R&B FALCON CORPORATION
                           AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF CASH FLOWS
                            (in millions)
                             (unaudited)
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                           ------------------
                                                              1998     1997
                                                           ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net  income                                            $  69.8    $  38.9
    Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                            20.9       18.5
      Deferred income taxes                                   29.1       11.0
      Loss (gain) on dispositions of property
       and equipment                                          (2.2)       1.2
      Recognition of deferred expenses                         2.8        2.4
      Deferred compensation                                     .2        1.9
      Minority interest in income of 
       consolidated subsidiaries                               2.3        3.3
      Loss from discontinued operations                         -         5.8
      Changes in assets and liabilities:
        Accounts receivable, net                             (46.9)     (13.7)
        Materials and supplies inventory                      (2.9)       (.2)
        Deferred charges and other assets                     (5.9)      (5.4)
        Accounts payable - trade                               (.9)      (7.2)
        Accrued liabilities                                  (26.7)       1.6
        Accrued interest                                      (4.4)      (5.6)
        Other, net                                             1.3        1.4
                                                           -------    -------
          Net cash provided by operating activities           36.5       53.9
                                                           -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Dispositions of property and equipment                     2.6         .7
    Purchases of property and equipment                     (201.9)     (64.6)
    Purchase of short-term investments                        (4.1)     (14.4)
    Increase in investments in and advances to
      unconsolidated investees                                  -        (7.8)
                                                           -------    -------
        Net cash used in investing activities               (203.4)     (86.1)
                                                           -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from revolving credit facilities             118.0       15.0
   Increase in short-term borrowings                          84.5         -
   Principal payments on long-term obligations                (3.5)      (7.2)
   Distribution to minority shareholders of
     consolidated subsidiaries                                (4.0)        -
   Other                                                        .6        1.6
                                                           -------    -------
       Net cash provided by financing activities             195.6        9.4
                                                           -------    -------
CASH USED IN DISCONTINUED OPERATIONS                         (15.6)     (23.5)
                                                           -------    -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          13.1      (46.3)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              55.5      127.8
                                                           -------    -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $  68.6    $  81.5
                                                           =======    =======
Supplemental Cash Flow Disclosures:
    Interest paid                                          $  23.8    $  17.2
    Income taxes paid                                      $   5.0    $   1.3
    Noncash investing activities:
      Purchase of property and equipment in
        exchange for debt                                  $  35.5    $   4.5

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


                         R&B FALCON CORPORATION
                            AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (unaudited)


A)   SIGNIFICANT ACCOUNTING POLICIES

          PROPERTY  AND  EQUIPMENT  - In the first  quarter  of  1998,  the
     Company  had  an  independent appraiser evaluate the  expected  useful
     lives  of  its marine units and, based on such appraisal, the  Company
     extended  the  useful lives of its marine units effective  January  1,
     1998.  Such change in estimate resulted in a $5.2 million reduction in
     depreciation expense for the three months ended March 31, 1998.
          
           NEWLY  ISSUED ACCOUNTING STANDARD - In June 1997,  Statement  of
     Financial Accounting Standards No. 130, Reporting Comprehensive Income
     ("SFAS 130") was issued.  SFAS 130 establishes standards for reporting
     and  display of comprehensive income and its components in a full  set
     of  general purpose financial statements.  Comprehensive income is the
     total  of  net income and all other non-owner changes in  equity.  The
     Company  had  no non-owner changes in equity during the  three  months
     ended  March 31, 1998 and 1997 and therefore, no reporting and display
     of comprehensive income was required.
          
B)   SHORT-TERM OBLIGATIONS

          In February 1998, the Company entered into a $150.0 million short-
     term  credit  facility  for the construction of  Drillship  III.   The
     facility bears interest at the London Interbank Offered Rate ("LIBOR")
     plus .6% and is due in December 1998.

C)   LONG-TERM OBLIGATIONS
          
          On  March  23, 1998, the Company offered to redeem its  9  3/4  %
     Senior  Notes due 2001, its 8 7/8 % Senior Notes due 2003 and  its  12
     1/2  % Subordinated Notes due 2005 (collectively the "Old Notes"). The
     aggregate  principal amount of the outstanding Old  Notes  was  $280.0
     million  and on April 20, 1998, $274.4 million in principal amount  of
     Old  Notes  was repaid from proceeds from the sale of the  New  Senior
     Notes (see Note F).

          As a result of the debt offering in April 1998  (see Note F)  the
     repayment of $190.0 million of long-term obligations due within a year
     did not  require  the  use  of working  capital and,  accordingly, the
     Company's consolidated financial statements at March 31, 1998, reflect
     the reclassification of $190.0 million from current to long-term debt.
          
D)   DISCONTINUED OPERATIONS

          In  March  1998, the Company decided to divest its  oil  and  gas
     segment,  and  expects such divestiture to occur by March  1999.   The
     Company's oil and gas segment has been accounted for as a discontinued
     operation.
          
          Oil  and  gas assets held for sale at March 31, 1998  were  $89.2
     million  and  related liabilities totaled $79.4 million,  including  a
     $70.5  million reserve for losses on ultimate disposal and  operations
     until   disposal.  There  were  no  revenues  from  the   discontinued
     operations  during  the three months ended March 31,  1998  and  1997.
     Expenses  incurred from the discontinued operations during  the  three
     months  ended  March  31, 1998 and 1997 were  $8.3  million  and  $5.8
     million,  respectively. Such expenses for 1998 were  reserved  for  at
     December 31, 1997.
          
          In  the  first quarter of 1998, the Company entered into a letter
     of intent to perform development operations to earn an interest in oil
     and  gas  properties  owned  by  a  third  party.  The  cost  of  such
     development operations is estimated at $29.0 million.
          
E)   NET INCOME PER SHARE

        Basic  net  income per share is computed by dividing net income  by
     the  weighted average number of common shares outstanding  during  the
     period.  Diluted net income per share is the same as basic and assumes
     the  exercise  of  outstanding stock options  as  computed  using  the
     treasury stock method.
   
        The  following  table  reconciles weighted  average  common  shares
     outstanding from basic to diluted for the three months ended March 31,
     1998 and 1997 as follows (in millions):
                                                             Three Months
                                                            Ended March 31,
                                                            ---------------
                                                             1998     1997
                                                            ------   ------
   Weighted average common shares outstanding - basic        164.9    163.6
     Outstanding stock options                                 1.5      2.3
                                                            ------   ------
   Weighted average common shares outstanding - diluted      166.4    165.9
                                                            ======   ====== 
          
F)   SUBSEQUENT EVENTS

          DEBT OFFERING - In April 1998, the Company issued four series  of
     senior  notes with an aggregate principal amount of $1.1 billion  (the
     "New Senior Notes"). As a result, the Company received net proceeds of
     approximately  $1,082.0  million after  deducting  estimated  offering
     related expenses. The New Senior Notes bear interest at varying  rates
     from  6.5% to 7.375%, are payable semiannually on April 15 and October
     15,  and  mature  at varying times from 2003 to 2018. The  New  Senior
     Notes are unsecured obligations of the Company, ranking pari passu  in
     right  of  payment with all other existing and future senior unsecured
     indebtedness  of the Company. The Company used the proceeds  to  repay
     existing indebtedness of $874.4 million and the remainder will be used
     for  planned  capital expenditures, working capital and other  general
     corporate  purposes.  As  a  result  of  the  repayment  of   existing
     indebtedness,   the  Company  will  incur  an  extraordinary  loss  of
     approximately  $25.1  million,  net  of tax, in the second quarter  of
     1998.
     
          CREDIT FACILITY - In April 1998, the Company retired two existing
     bank  group  credit  facilities aggregating $615.0 million  (of  which
     $600.0  million had been drawn), and entered into a new $500.0 million
     unsecured  revolving  credit facility agreement with  a  syndicate  of
     banks.  The  new  facility matures April 24, 2002, bears  interest  at
     LIBOR plus .75%, and ranks pari passu in right of payment with the New
     Senior Notes.
          
          

                 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  March
31,  1998, and the related consolidated statements of operations  and  cash
flow  for  the three months ended March 31, 1998 and 1997.  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  upon 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 generally accepted accounting principles.



/s/Arthur Andersen LLP

Houston, Texas
April 28, 1998



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


Changes In Financial Condition

     The  Company  incurred capital expenditures of $201.9 million  in  the
first  three  months  of 1998. The most significant  expenditures  were  as
follows:

1) The  Company incurred $137.8 million of capital expenditures related  to
   its   significant  construction  projects,  equipment  acquisitions  and
   capital  upgrades  to  the fleet to fulfill obligations  under  existing
   contracts  or  to improve the marketability of certain of the  Company's
   marine units.
     
2) The  Company  issued  204,900  shares of its  common  stock  in  partial
   consideration  for the acquisition of all of the outstanding  shares  of
   stock of a corporation owning six workover rigs.

3) The  Company paid $1.5 million in cash and issued 517,184 shares of  its
   common stock in partial consideration for the acquisition of all of  the
   outstanding shares of stock of three corporations owning eight tugs  and
   five ocean going barges.
     
     The  Company  has  from  time to time in  the  past  engaged  in,  and
currently  continues  to  engage  in, preliminary  discussions  with  other
industry  participants  with respect to business  combinations  that  would
potentially  strengthen its competitive position in the  offshore  drilling
industry.    The   Company  also  continues  to  consider   the   selective
construction, acquisition and/or upgrade of marine units.


Results of Operations

              THREE MONTHS ENDED MARCH 31, 1998 COMPARED
                 TO THREE MONTHS ENDED MARCH 31, 1997

     The Company's net income for the three months ended March 31, 1998 was
$69.8  million  ($.42 per diluted share)  compared with net income of $38.9
million ($.23 per diluted share) for the  same period of 1997.  Included in
the results for the  three  months ended March 31, 1997 were losses related
to discontinued operations of $5.8 million.

                                            Three Months
                                           Ended March 31,
                                          -----------------
     Operating Revenues (in millions)       1998      1997
                                          -------   -------
       Deepwater                          $  99.6   $  79.7
       Shallow water                        105.4      64.0
       Inland water                          74.4      59.4
                                          -------   -------
            Total                         $ 279.4   $ 203.1
                                          =======   =======     

     Operating   revenues  are  primarily  a  function  of   dayrates   and
utilization. The $76.3 million increase in operating revenues for the three
months  ended March 31, 1998 over the same period in 1997 is primarily  due
to   (i)  increased  dayrates  fleetwide,  with  the  shallow  water  fleet
accounting  for the largest part of the increase, and (ii) an  increase  in
the  number  of offshore and inland marine vessels available  for  service,
which increase resulted from acquisitions, reactivations or conversions.
     
                                             Three Months
                                            Ended March 31,
                                          ------------------
     Operating Expenses (in millions)       1998       1997
                                          -------    -------
       Deepwater                          $  41.7    $  33.8
       Shallow water                         38.1       33.2
       Inland water                          40.2       36.5
                                          -------    -------
                                          $ 120.0    $ 103.5
                                          =======    =======
     
     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  of  equipment  and
overhauls  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
operating expenses are expensed as incurred.

     The  $16.5 million increase in operating expenses for the three months
ended  March  31, 1998 as compared to the same period in 1997 is  primarily
due  to  an  increase in the number of offshore and inland  marine  vessels
available   for   service,  which  increase  resulted  from   acquisitions,
reactivations or conversions.
     
     Depreciation  expense increased for the three months ended  March  31,
1998  as  compared  to  the same period in 1997 despite  the  $5.2  million
reduction  in  depreciation expense in 1998 due to  the  extension  of  the
expected  useful lives of the Company's marine units effective  January  1,
1998.   Such  increase is primarily due to the purchase and/or  significant
upgrades of offshore and inland marine vessels during 1997.

     General & administrative expense increased for the three months  ended
March  31,  1998  as compared to the same period in 1997 primarily  due  to
increases  in  payroll  and  related  expenses  associated  with  increased
staffing.
     
     Interest  expense increased for the three months ended March 31,  1998
as  compared  to  the  same period in 1997 primarily due  to  an  increased
average debt balance outstanding, partially offset by increased capitalized
interest related to significant upgrade and new build projects.

     Income tax expense increased for the three months ended March 31, 1998
as compared to the same period in 1997 due to the increase in the Company's
pretax  income  and the Company providing for taxes at the  full  statutory
rate.
     
     Loss from discontinued operations decreased for the three months ended
March  31,  1998 as compared to the same period in 1997 as the  losses  for
1998  were  reserved  for at December 31, 1997 (see  Note  D  of  Notes  to
Consolidated Financial Statements).


Liquidity And Capital Resources

   General.   Net  cash provided by operating activities was $36.5  million
for  the  three months ended March 31, 1998, compared to $53.9 million  for
the  same  period  in  1997. This represents a decrease  of  $17.4  million
despite  the  improved  operating results from continuing  operations.  The
decrease  is  primarily  due  to the change in the  components  of  working
capital, mainly accounts receivable and accrued liabilities.
   
   Net  cash used in investing activities was $203.4 million for the  three
months  ended March 31, 1998 compared to $86.1 million for the same  period
in 1997.  The increase is due to increasing levels of capital expenditures,
primarily  related  to  the  significant  capital  projects  involving  the
construction or upgrade of marine units.
   
   Net  cash  provided by financing activities was $195.6 million  for  the
three  months  ended March 31, 1998 compared to $9.4 million for  the  same
period  in 1997.  The increase in net cash provided by financing activities
is  due  to  increased  borrowings  under the  Company's  revolving  credit
facilities  and  short-term  borrowings  related  to  the  construction  of
Drillship III.
   
   The  Company  has numerous projects under way involving the construction
or upgrade of marine units.  Significant delays in the completion of one or
more  of  these  projects  would have a material  negative  impact  on  the
Company's liquidity.
   
   Liquidity  of  the Company should also be considered  in  light  of  the
significant  fluctuations  in demand that may be  experienced  by  drilling
contractors  as changes in oil and gas producers' expectations and  budgets
occur, primarily in response to declines in prices for oil and gas.   These
fluctuations  can  rapidly 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.   While
declines  in  oil and gas prices experienced during the fourth  quarter  of
1997  and the first quarter of 1998 did not have an effect on the Company's
results  of  operations  for  the  first quarter  of  1998,  any  prolonged
depression  in oil and gas prices could have a material adverse  effect  on
the Company.
   
     The  Company's  management currently expects that its cash  flow  from
operations, in combination with cash on hand and funds available under  its
existing credit facility 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.
   
   Tender  Offer.  On March 23, 1998, the Company offered to redeem  its  9
3/4  % Senior Notes due 2001, its 8 7/8 % Senior Notes due 2003 and its  12
1/2  %  Subordinated  Notes due 2005 (collectively the  "Old  Notes").  The
aggregate principal amount of the outstanding Old Notes was $280.0  million
and  on April 20, 1998, $274.4 million in principal amount of Old Notes was
repaid from proceeds from the sale of the New Senior Notes (see below).
   
   Debt  Offering.  In April 1998, the Company issued four series of senior
notes  with an aggregate principal amount of $1.1 billion (the "New  Senior
Notes"). As a result, the Company received net proceeds of $1,082.0 million
after deducting estimated offering  related expenses. The New Senior  Notes
bear  interest  at   varying  rates   from  6.5%  to  7.375%,  are  payable
semiannually  on April 15 and October  15, and mature at varying times from
2003  to  2018.  The New  Senior  Notes  are  unsecured  obligations of the
Company, ranking pari passu in  right  of  payment  with all other existing
and future  senior  unsecured indebtedness of the Company. The Company used
the proceeds  to  repay  existing  indebtedness  of  $874.4 million and the
remainder will be  used  for  planned capital expenditures, working capital
and  other  general  corporate  purposes.  As  a result of the repayment of
existing indebtedness, the  Company  will incur  an extraordinary  loss  of
approximately  $25.1 million, net of tax, in the second quarter of 1998.
     
   Credit  Facility.  In April 1998, the Company retired two existing  bank
group credit facilities aggregating $615.0 million (of which $600.0 million
had  been drawn), and entered into a new $500.0 million unsecured revolving
credit  facility  agreement with a syndicate of  banks.  The  new  facility
matures  April 24, 2002, bears interest at LIBOR plus .75%, and ranks  pari
passu in right of payment with the New Senior Notes.
   

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 prices, the  exploration  and  development
programs   of  the  Company's  customers,  the  actions  of  the  Company's
competitors and economic conditions generally.


                     PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company is involved in various 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
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 2. Change in Securities

      During  the first quarter of 1998, the Company issued shares  of  its
common stock that were not registered under the Securities Act of 1933,  as
amended (the "Act").

     On January 13, 1998, the Company issued 517,184 shares of common stock
to  Wiley  J. Falgout and a trust affiliated with Mr. Falgout (the "Trust")
as  partial consideration for all the issued and outstanding stock of  four
corporations  (the "Falgout Companies"), the primary assets of  which  were
eight  tugs  and five ocean going barges.  The agreed price for the  shares
issued  to  Mr. Falgout and the Trust was $32.175 per share.   The  Company
relied  upon Section 4(2) of the Act for exemption from registration.   The
shares were issued pursuant to a negotiated transaction wherein the Company
agreed  to  buy, and Mr. Falgout and the Trust agreed to sell, all  of  the
outstanding shares of the Falgout Companies.

      On  February 11, 1998, pursuant to a statutory subsidiary merger, the
Company  issued 204,900 shares of common stock to nine persons  as  partial
consideration  for  the acquisition by the Company of all  the  issued  and
outstanding  stock  of BSI Workover & Drilling, Inc. ("BSI").   The  agreed
price  for  the  shares issued was $33.5673 per share.  The Company  relied
upon  Section 4(2) of the Act for exemption from registration.  The  shares
were  issued  pursuant to a negotiated transaction between the Company  and
the holders of a majority of the outstanding shares of stock of BSI.


Item 6.  Exhibits and Reports on Form 8-K

  (a)  Exhibits
  
       Exhibit  4.1  - Registration  Rights Agreement dated  January 1, 1998
                       among  the  Company  and  the   Stockholders  of  BSI
                       Workover and Drilling, Inc.

       Exhibit 10.1  - Dealer Manager and Solicitation Agent Agreement dated
                       March 23, 1998 between the  Company and Credit Suisse
                       First Boston Corporation.

       Exhibit 10.2  - 1998 Employee Long-Term  Incentive Plan of R&B Falcon
                       Corporation. (Filed as Exhibit  99.A to the Company's
                       Proxy Statement  dated April 23,1998 and incorporated
                       by reference.)

       Exhibit 10.3  - 1998  Director Long-Term Incentive Plan of R&B Falcon
                       Corporation. (Filed as Exhibit  99.B to the Company's
                       Proxy Statement  dated April 23,1998 and incorporated
                       by reference.)

       Exhibit 10.4  - Employment Agreement dated March 25, 1998 between the
                       Company and Paul B. Loyd, Jr.

       Exhibit 10.5  - Employment Agreement dated March 25, 1998 between the
                       Company and Steve A. Webster.

       Exhibit 10.6  - Employment Agreement dated March 25, 1998 between the
                       Company  and Andrew Bakonyi.
     
       Exhibit 10.7  - Employment Agreement dated March 25, 1998 between the
                       Company and Bernie Stewart.
     
       Exhibit 10.8  - Employment Agreement dated March 25, 1998 between the
                       Company and Robert F. Fulton.
     
       Exhibit 10.9  - Employment Agreement dated March 25, 1998 between the
                       Company and Tim W. Nagle.
     
       Exhibit 10.10 - Employment Agreement dated March 25, 1998 between the
                       Company and Wayne K. Hillin.
     
       Exhibit 10.11 - Employment Agreement dated March 25, 1998 between the
                       Company and Leighton E. Moss.
     
       Exhibit 10.12 - Employment Agreement dated March 25, 1998 between the
                       Company and Charles R. Ofner.
     
       Exhibit 10.13 - Credit Agreement dated as  of November 10, 1997 among
                       Deepwater   Drilling   II  L.L.C.,  Bank  of  America
                       National    Trust   and   Savings   Association,   as
                       Administrative  Agent, National Westminster Bank Plc,
                       New York  Branch,  as  Documentation Agent and  other
                       financial institutions.
     
       Exhibit 10.14 - Guaranty Agreement dated November  10,1997 by Reading
                       & Bates  Corporation,  Reading  & Bates Drilling Co.,
                       Reading & Bates Exploration Co., Reading &  Bates (A)
                       Pty. Ltd., Reading & Bates Borneo Drilling Co., Ltd.,
                       Reading  &  Bates   Offshore,  Limited  and  RB   Rig
                       Corporation  in  favor  of  Bank  of America National
                       Trust and Savings Association.
     
       Exhibit 10.15 - First Amendment and Release  of Guaranty  dated April
                       24, 1998 to Credit Agreement dated as of November 10,
                       1997  among Deepwater Drilling  II  L.L.C.,  Bank  of
                       America  National  Trust  and   Savings  Association,
                       National Westminster Bank Plc, and  other   financial
                       institutions.
     
       Exhibit 10.16 - Guaranty Agreement dated April 24, 1998 by R&B Falcon
                       Corporation in favor  of  Bank  of  America  National
                       Trust and Savings Association.
     
       Exhibit 15    - Letter   regarding   unaudited   interim    financial
                       information.
     
       Exhibit 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.)

  (b)   Reports on Form 8-K

          There  was one Current Report on Form 8-K filed during the  three
     months ended March 31, 1998.  A Current Report on Form 8-K dated March
     23,  1998  was  filed  March  25, 1998  disclosing  that  the  Company
     announced an unregistered $1 billion debt offering.




                               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:  May 15, 1998                      By  /s/T. W. Nagle
                                             ----------------------
                                             T. W. Nagle
                                             Executive Vice President
                                             (Chief Accounting Officer)