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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, 1999
                                  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                   (I.R.S. Employer
 of 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, 1999: 193,376,351

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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 months ended  March  31,
1999 and 1998, 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 three months ended March 31,
1999  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,  1999  are  not  necessarily
indicative  of  results of operations which will be realized  for  the
year  ending  December 31, 1999.  The financial statements  should  be
read  in  conjunction with the Company's Form 10-K for the year  ended
December 31, 1998.
                                   
                                   
                        R&B FALCON CORPORATION
                           AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEET
                             (in millions)

                                                      MARCH 31,   DECEMBER 31,
                                                        1999         1998
                                                     -----------  ------------
 ASSETS                                              (unaudited)
 ------
 CURRENT ASSETS:
   Cash and cash equivalents                          $   545.1   $   177.4
   Short-term investments                                  34.0          -
   Accounts receivable:
    Trade, net                                            176.1       197.0
    Other                                                  54.6        62.1
   Drilling contracts in progress                          27.8        29.5
   Materials and supplies inventory                        40.3        36.1
   Other current assets                                    17.1        25.0
                                                      ---------   ---------
    Total current assets                                  895.0       527.1
                                                      ---------   ---------
 INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED
   INVESTEES                                              170.5        28.2
                                                      ---------   ---------
 PROPERTY AND EQUIPMENT:
   Drilling                                             3,593.9     3,369.2
   Other                                                  186.4       180.8
                                                      ---------   ---------
    Total property and equipment                        3,780.3     3,550.0
   Accumulated depreciation                              (551.4)     (519.4)
                                                      ---------   ---------
    Net property and equipment                          3,228.9     3,030.6
                                                      ---------   ---------
 GOODWILL, NET OF ACCUMULATED AMORTIZATION                 70.2        70.6
                                                      ---------   ---------
 DEFERRED CHARGES AND OTHER ASSETS                         74.2        45.8
                                                      ---------   ---------
 NET ASSETS OF BUSINESS HELD FOR SALE                       3.4         7.0
                                                      ---------   ---------
 TOTAL ASSETS                                         $ 4,442.2   $ 3,709.3
                                                      =========   =========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Short-term obligations                             $      -    $   123.4
   Long-term obligations due within one year                6.2         6.3
   Accounts payable - trade                                75.1        83.1
   Accrued liabilities                                    174.6       139.0
                                                      ---------   ---------
    Total current liabilities                             255.9       351.8
    
 LONG-TERM OBLIGATIONS                                  2,714.3     1,866.2
 
 OTHER NONCURRENT LIABILITIES                              37.1        35.9
 
 DEFERRED INCOME TAXES                                    137.3       142.4
                                                      ---------   ---------
    Total liabilities                                   3,144.6     2,396.3
                                                      ---------   ---------
 COMMITMENTS AND CONTINGENCIES
 
 MINORITY INTEREST                                         44.6        62.8
                                                      ---------   ---------
 STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value                              1.9         1.9
  Capital in excess of par value                        1,061.1     1,061.5
  Retained earnings                                       200.7       199.1
  Other                                                   (10.7)      (12.3)
                                                      ---------   ---------
     Total stockholders' equity                         1,253.0     1,250.2
                                                      ---------   ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 4,442.2   $ 3,709.3
                                                      =========   =========

  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,
                                                       ------------------
                                                         1999       1998
                                                       -------    -------
OPERATING REVENUES:
 Deepwater                                             $  90.2    $  99.6
 Shallow water                                            66.8      106.9
 Inland water                                             31.0       72.7
 Engineering services and land operations                 55.8         .1
                                                       -------    -------
       Total operating revenues                          243.8      279.3
                                                       -------    -------
COSTS AND EXPENSES:
 Deepwater                                                43.3       42.0
 Shallow water                                            48.3       39.0
 Inland water                                             27.9       39.1
 Engineering services and land operations                 38.3         .1
 Development                                               1.0        7.8
 Depreciation and amortization                            36.5       21.4
 General and administrative                               15.8       14.1
 Merger expenses                                            -        (1.0)
                                                       -------    -------
       Total costs and expenses                          211.1      162.5
                                                       -------    -------
OPERATING INCOME                                          32.7      116.8
                                                       -------    -------
OTHER INCOME (EXPENSE):
 Interest expense, net of capitalized interest           (28.4)     (13.4)
 Interest income                                           4.6        1.7
 Equity in earnings of unconsolidated investees             .6        -
 Other, net                                                (.2)        .1
                                                       -------    -------  
       Total other income (expense)                      (23.4)     (11.6)
                                                       -------    ------- 
INCOME FROM CONTINUING OPERATIONS
 BEFORE INCOME TAX EXPENSE, MINORITY
 INTEREST AND EXTRAORDINARY LOSS                           9.3      105.2
                                                       -------    -------
INCOME TAX EXPENSE  (BENEFIT):                         
 Current                                                   7.8        6.8
 Deferred                                                 (4.5)      34.6
                                                       -------    -------
       Total income tax expense (benefit)                  3.3       41.4
                                                       -------    -------
MINORITY INTEREST                                         (2.7)      (2.3)
                                                       -------    -------
INCOME FROM CONTINUING OPERATIONS
 BEFORE EXTRAORDINARY LOSS                                 3.3       61.5
INCOME FROM DISCONTINUED OPERATIONS                         -         8.3
EXTRAORDINARY LOSS, NET OF TAX BENEFIT                    (1.7)        -
                                                       -------    -------
NET INCOME                                             $   1.6    $  69.8
                                                       =======    =======
NET INCOME (LOSS) PER COMMON SHARE:
  Basic:
     Continuing operations                             $   .02    $   .37
     Discontinued operations                               -          .05
     Extraordinary loss                                   (.01)       -
                                                       -------    -------
       Net income                                      $   .01    $   .42
                                                       =======    =======
  Diluted:
     Continuing operations                             $   .02    $   .37
     Discontinued operations                               -          .05
     Extraordinary loss                                   (.01)       -
                                                       -------    -------
       Net income                                      $   .01    $   .42
                                                       =======    =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic                                                 192.5      164.9
                                                       =======    =======
   Diluted                                               193.5      166.4
                                                       =======    =======

  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,
                                                         1999       1998
                                                       -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES:                  
  Net  income                                          $   1.6    $  69.8
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                        36.5       21.4
     Deferred income taxes                                (5.1)      29.1
     Gain on dispositions of property and equipment        -         (2.2)
     Recognition of deferred expenses                      2.6        2.8
     Deferred compensation                                 1.2         .2
     Minority interest in income of consolidated
      subsidiaries                                         2.7        2.3
     Dryhole and exploration expenses relating to
      oil and gas properties                                -         7.4
     Income from discontinued operations                    -        (8.3)
     Extraordinary loss from extinguishment of debt,
       net of tax benefit                                  1.7         -
     Changes in assets and liabilities:
        Accounts receivable, net                          28.4      (46.9)
        Materials and supplies inventory                  (4.2)      (2.9)
        Drilling contracts in progress                     1.7         -
        Deferred charges and other assets                (25.3)      (5.9)
        Accounts payable - trade                          (8.0)       (.9)
        Accrued liabilities                               (4.3)     (26.7)
        Accrued interest                                  34.5       (4.4)
        Income taxes                                       5.4         -
        Other, net                                         2.7        1.3
                                                       -------    -------
          Net cash provided by operating activities       72.1       36.1
                                                       -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Dispositions of property and equipment                   1.4        2.6
  Purchases of property and equipment, exclusive
    of noncash items                                    (236.3)    (201.9)
  Purchase of short-term investments                     (34.0)      (4.1)
  Increase in investments in and advances to
    unconsolidated investees                            (142.3)        -
                                                       -------    -------
          Net cash used in investing activities         (411.2)    (203.4)
                                                       -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments on) proceeds from revolving
    credit facilities                                   (150.0)     118.0
  Increase (decrease) in short-term obligations         (123.4)      84.5
  Proceeds from long-term obligations                  1,000.0         -
  Principal payments on long-term obligations             (2.0)      (3.5)
  Distribution to minority shareholders of
    consolidated subsidiaries                            (21.0)      (4.0)
  Other                                                    (.4)        .6
                                                       -------    -------
          Net cash provided by financing activities      703.2      195.6
                                                       -------    -------
CASH PROVIDED BY (USED IN) BUSINESS HELD FOR SALE          3.6      (15.2)
                                                       -------    -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                367.7       13.1
                
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         177.4       55.5
                                                       -------    -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 545.1    $  68.6
                                                       =======    =======
Supplemental Cash Flow Disclosures:
  Interest paid                                        $   7.6    $  23.8
  Income taxes paid                                    $   3.0    $   5.0
  Purchase of property and equipment in
       exchange for debt or equity                     $   -      $  35.5

  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

          CASH  AND CASH EQUIVALENTS - At May 12, 1999, $40.5 million  of
     cash  was  held  in  escrow as a portion of the collateral  for  the
     Secured Notes (see Note B). Such cash will be made available to  the
     Company  as  first  priority ship mortgages  on  the  collateralized
     drilling units are completed.
          
          REVENUE  RECOGNITION - In the first quarter of 1999, a customer
     terminated  a  drilling  contract for one of  the  Company's  third-
     generation  semisubmersibles  and  the  Company  received  an  early
     termination fee of $7.2 million. The semisubmersible was immediately
     contracted  to  another  customer  and  as  a  result  the   Company
     recognized the early termination fee as revenue in the first quarter
     of 1999.
          
          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 March 31, 1999 and 1998 was $14.6 million and
     $6.3  million, respectively. Interest capitalized is  shown  net  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, after a tax  benefit
     of $.9 million, due to the early extinguishment of debt obligations.
     Such loss consisted of the expense of related deferred debt issuance
     costs (see Note B).
          
          RECLASSIFICATION  -  Certain  prior  period  amounts   in   the
     consolidated   financial  statements  have  been  reclassified   for
     comparative purposes.  Such reclassifications had no effect  on  the
     net income or the overall financial condition of the Company.

B)   LONG-TERM OBLIGATIONS
                                                         (in millions)
                                                          -----------
      Debt obligations at December 31, 1998                $ 1,872.5
        Proceeds from debt offering (1)                      1,000.0
        Proceeds from credit facility (2)                      200.0
        Payment on retired credit facility (2)                (350.0)
        Payments on debt obligations other than
           credit facility                                      (2.0)
                                                           ---------
      Debt obligations at March 31, 1999                     2,720.5
         Less long-term obligations due within one year         (6.2)
                                                           ---------
       Long-term obligations at March 31, 1999             $ 2,714.3
                                                           =========
      
     (1) In  March  1999,  the  Company  issued  $200.0 million of 12.25%
         Senior Notes due 2006 (the "Senior Notes").  Also in March 1999,
         RBF Finance  Co.,  a  limited  purpose  finance  company  and  a
         consolidated  affiliate of the Company, issued $400.0 million of
         11% Senior  Secured Notes due 2006 and $400.0 million of 11.375%
         Senior Secured Notes due 2009 (the "Secured Notes"). The Company
         borrowed the  proceeds  from  the Secured Notes from RBF Finance
         Co. pursuant to ten separate  loans, each of which is secured by
         one of the Company's drilling  rigs or the construction contract
         to build a drilling rig. The Company also guaranteed the payment
         of  the  Secured  Notes  by  RBF Finance Co. Interest is payable
         semiannually on  March  15  and  September 15 on both the Senior
         Notes and Secured  Notes.  As a result, the Company received net
         proceeds   of  approximately   $971.5  million  after  deducting
         estimated  offering  related  expenses.  The  Company  used  the
         proceeds to repay existing indebtedness  of  $350.0  million  of
         long-term obligations, $125.0  million of short-term obligations
         (see Note C) and the Company's  portion  ($81.0 million)  of  an
         interim facility for the construction of the Deepwater Frontier.
         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
         incurred  an  extraordinary loss of $1.7 million, net of tax, in
         the first quarter of 1999.
     
     (2) In  the  first  quarter  of  1999,  the  Company received $200.0
         million  under  its  $350.0  million  revolving  credit facility
         resulting  in  the  facility being fully drawn and in March 1999,
         the Company  retired  such  facility  from proceeds of the Senior
         Notes and Secured Notes.

C)   SHORT-TERM OBLIGATIONS

          In the first quarter of 1999, the Company received $1.6 million
     under  its  short-term credit facility for the construction  of  the
     Deepwater Millennium resulting in the facility being fully drawn  at
     $125.0  million and in March 1999, the Company repaid such  facility
     from proceeds of the Senior Notes and Secured Notes.

D)   SEGMENT INFORMATION
     
           Segment information for the three months ended March 31,  1999
     and 1998 is as follows (in millions):
        
                                                Three Months Ended
                                                     March 31,
                                                -------------------
                                                  1999       1998
                                                --------   --------
     Operating revenues:
      Deepwater                                 $   90.2   $   99.6
      Shallow water                                 67.3      106.9
      Inland water                                  31.0       72.7
      Engineering services and land operations      55.8         .1
      Intersegment                                   (.5)        -
                                                --------   --------
           Operating revenues                      243.8      279.3
                                                --------   --------
     Operating income:
      Deepwater                                     34.0       46.9
      Shallow water                                  4.7       62.1
      Inland water                                  (3.8)      28.8
      Engineering services and land operations      15.6         -
      Development                                   (1.1)      (7.8)
                                                --------   --------
           Operating income                         49.4      130.0

      Unallocated depreciation and amortization      (.9)       (.1)
      Unallocated general and administrative       (15.8)     (14.1)
      Unallocated merger expenses                    -          1.0
                                                --------   --------      
      Operating income                          $   32.7   $  116.8
                                                ========   ========

      Total assets by segment were as follows (in millions):
      
                                                March 31,  December 31,
                                                   1999        1998
                                                ---------   ---------
      Deepwater                                 $ 2,404.1   $ 2,078.6
      Shallow water                                 982.8     1,038.5
      Inland water                                  222.7       251.2
      Engineering services and land operations      168.2       156.9
      Development                                     3.6        10.5
      Corporate                                     660.8       173.6
                                                ---------   ---------
           Total                                $ 4,442.2   $ 3,709.3
                                                =========   =========

          For  the  three months ended March 31, 1999, revenues from  one
     customer  (PDVSA  Exploration  and  Production)  of  $43.4  million,
     reported  in  the engineering services and land operations  segment,
     accounted for 17.8% of the Company's total operating revenues.

E)   EARNINGS PER SHARE

          The  following table reconciles the numerators and denominators
     of  the  basic  and diluted per share computations for  income  from
     continuing operations before extraordinary loss for the three months
     ended  March  31, 1999 and 1998 as follows (in millions  except  per
     share amounts):
                                                          Three Months
                                                         Ended March 31,
                                                        -----------------
                                                          1999      1998
  Numerator:                                            -------   -------
  Income from continuing operations
    before extraordinary loss - basic and diluted       $   3.3   $  61.5
                                                        =======   =======
  Denominator:
  Weighted average common shares outstanding - basic      192.5     164.9
  Outstanding stock options and restricted stock awards     1.0       1.5
                                                        -------   -------
  Weighted average common shares outstanding - diluted    193.5     166.4
                                                        =======   =======
  Earnings per share:
  Income from continuing operations
     before extraordinary loss:
          Basic                                         $   .02   $   .37
          Diluted                                       $   .02   $   .37

F)   SUBSEQUENT EVENTS
          
          On  April  15, 1999, BP Amoco cancelled its contract  with  the
     Company  for  the  drillship Peregrine VII in  accordance  with  the
     contract's  terms  because the drillship had not been  delivered  on
     time.  The Company is currently marketing this rig for work.
          
          On April 22, 1999, the Company issued 300,000 shares of 13.875%
     Senior Cumulative Redeemable Preferred Stock (the "Preferred Stock")
     and  warrants to purchase 10,500,000 shares of the Company's  common
     stock  at an exercise price of $9.50 per share (the "Warrants).  The
     Company  received  net proceeds from the issuance of  the  Preferred
     Stock  and Warrants of approximately $289.0 million. Each  share  of
     Preferred Stock has a liquidation preference of $1,000 per share and
     one  Warrant  to purchase 35 shares of the Company's  common  stock.
     Both  the  Preferred Stock and the Warrants expire on May  1,  2009.
     Dividends are to be paid quarterly commencing on August 1, 1999  and
     at  the Company's option may be paid in cash or, on or before May 1,
     2004,  in  additional  shares of Preferred Stock.  The  Company  may
     redeem any of the Preferred Stock beginning May 1, 2004. The initial
     redemption   price  is  106.938%  of  the  liquidation   preference,
     declining  thereafter to 100% on or after May 1, 2007, in each  case
     plus  accrued  and  unpaid  dividends to  the  redemption  date.  In
     addition, on or before May 1, 2002, the Company may redeem shares of
     the Preferred Stock having an aggregate liquidation preference of up
     to  $105.0  million at a price equal to 113.875% of its  liquidation
     preference,  plus  accrued and unpaid dividends  to  the  redemption
     date,  with  proceeds from one or more public equity offerings.  The
     Warrants' initial fair value of $48.0 million will be recorded as  a
     discount  to  the Preferred Stock and amortized on a  straight  line
     basis over ten years. Preferred Stock dividends and the amortization
     of  the Warrants' initial value will be deducted from net income  to
     arrive at net income applicable to common stockholders.



                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,  1999, and the related consolidated statements of operations and cash
flows  for  the  three  months ended March  31,  1999  and  1998.   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, 1999



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


Results of Operations
     
               THREE MONTHS ENDED MARCH 31, 1999 COMPARED
                 TO THREE MONTHS ENDED MARCH 31, 1998

     The  Company's net income for the three months ended March 31,  1999
was  $1.6  million ($.01 per diluted share) compared with net  income  of
$69.8  million  ($.42  per diluted share) for the same  period  of  1998.
Included in the results for the three months ended March 31, 1999  was  a
$1.7  million  extraordinary  loss due  to  the  extinguishment  of  debt
obligations.   Included in the results for the three months  ended  March
31, 1998 was income related to discontinued operations of $8.3 million.
     
     Operating  revenues  are  primarily  a  function  of  dayrates   and
utilization.  Operating  revenues decreased for the  three  months  ended
March  31, 1999 over the same period in 1998 in spite of a $79.7  million
revenue  increase from the purchase of Cliffs Drilling in December  1998.
Such  decrease is primarily due to lower utilization and dayrates in  the
shallow  water  and  inland  water segments.  In  addition,  the  Company
recognized $7.2 million of revenue in the first quarter of 1999  for  the
early  termination of a drilling contract for one of its third-generation
semisubmersibles.
     
     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 operating expenses are expensed
as incurred.

     The  increase in operating expenses for the three months ended March
31,  1999 as compared to the same period in 1998 is primarily due to  the
purchase  of  Cliffs Drilling in December 1998 offset by lower  operating
expenses  in  the shallow water and inland water segments  due  to  lower
utilization.
     
     Depreciation and amortization expense increased for the three months
ended  March  31,  1999  as compared to the same  period  in  1998.  Such
increase  is primarily due to the purchase of Cliffs Drilling in December
1998 and due to the purchase and/or significant upgrades of offshore  and
inland marine vessels during 1998.

     General  &  administrative expense increased for  the  three  months
ended March 31, 1999 as compared to the same period in 1998 primarily due
to the purchase of Cliffs Drilling in December 1998.
     
     Interest expense increased for the three months ended March 31, 1999
as  compared  to  the same period in 1998 primarily due to  an  increased
average  debt  balance outstanding and increased average interest  rates,
partially offset by increased capitalized interest related to significant
upgrade and new build projects.

     Income  tax expense decreased for the three months ended  March  31,
1999  as compared to the same period in 1998 due to the decrease  in  the
Company's pretax income.
     
     Income  from discontinued operations decreased for the three  months
ended March 31, 1999 as compared to the same period in 1998 as the income
for  1998  was  the reversal of accrued estimated losses from  operations
until   disposal   resulting   from  the  accounting   requirements   for
recontinuance.
     
     Extraordinary  loss, net of a tax benefit of $.9  million,  for  the
three  months ended March 31, 1999 is due to the extinguishment  of  debt
obligations in connection with the issuance of new debt obligations  (see
Note B of Notes to Consolidated Financial Statements).

Liquidity And Capital Resources

     Cash Flows

     Net  cash provided by operating activities was $72.1 million for the
three months ended March 31, 1999 compared to $36.1 million for the  same
period in 1998.  Despite the decrease in net income, net cash provided by
operating  activities  increased primarily due  to  the  changes  in  the
components of working capital.
     
     Net  cash  used in investing activities was $411.2 million  for  the
three months ended March 31, 1999 compared to $203.4 million for the same
period  in  1998.   The increase is due to increasing levels  of  capital
expenditures,  primarily  related  to the  significant  capital  projects
involving  the construction or upgrade of drilling units and the  Company
invested  and/or  advanced approximately $139.8 million  to  the  limited
liability company that operates the Deepwater Frontier.
     
     Net cash provided by financing activities was $703.2 million for the
three months ended March 31, 1999 compared to $195.6 million for the same
period  in 1998.  The increase is due to proceeds received from the  $1.0
billion  debt  offering,  offset  by  the  repayment  of  existing   debt
obligations (see Liquidity below).
     
     Capital Expenditure Commitments
     
     The   Company   has  numerous  projects  under  way  involving   the
construction or upgrade of drilling units.  The following is  a  list  of
such projects:

                          Water
                          Depth     Estimated   Contract          Expenditures
                        Capability  Delivery      Term  Estimated  Made thru
                         (feet)       Date       (years)   Cost  March 31, 1999
                         ------ ---------------- -------   ----  -------------
                                                            (in millions)
 Drillships:                                                
DEEPWATER PATHFINDER (1) 10,000    Delivered        5   $  280.0    $  266.9
DEEPWATER FRONTIER (2)   10,000    Delivered       2.5     265.0       242.0
DEEPWATER MILLENNIUM     10,000 2nd quarter 1999   4 (3)   280.0       181.5
DEEPWATER IV (unnamed)   10,000 3rd quarter 2000    3      305.0       105.3
PEREGRINE IV              9,200 3rd quarter 1999    6      230.0       165.8
PEREGRINE VII (4)         8,200 4th quarter 1999    -      300.0       227.2
 Semisubmersibles:                                                 
FALCON 100 (5)            2,450 2nd quarter 1999    4      120.0       108.2
RBS8M (formerly RBS6)     8,000 4th quarter 1999    5      330.0       154.1
RBS8D                     8,000 4th quarter 2000    3      335.0        16.0
                                                        --------    --------
                                                        $2,445.0    $1,467.0
                                                        ========    ========

  (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 rig for
       two and one half of the first five years after delivery. Conoco will use
       the rig to drill a well after the rig's delivery, and the Company will
       use it for the next 12 months.  After this period, Conoco and the Company
       will alternate the use of this rig. The Company is currently marketing
       the rig for the periods during which it is obligated to use the rig.
  (3)  Statoil  will use this drillship for the first three  years  after
       delivery, then the Company will alternate use of the rig with Statoil
       every six months for the next two years.
  (4)  On April 15, 1999, BP Amoco cancelled its contract with the Company
       for this drillship in accordance with the contract's terms because the
       drillship had not been delivered on time.  The Company is currently
       marketing this rig for work.
  (5)  In April 1999, Petrobras indicated to the Company that it may seek
       to cancel the 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.

     Liquidity
     
     The  Company  is  currently constructing or significantly  upgrading
seven  wholly-owned deepwater drilling rigs.  The Company  estimates  the
gross  capital expenditures on these projects will be approximately  $1.9
billion, of which approximately $.9 billion remains to be funded  by  the
Company.  Since May 1998, there has been a downturn in demand for  marine
drilling  rigs  resulting in a decline in rig utilization  and  dayrates.
The decline has been particularly dramatic in the domestic barge and jack-
up rig markets where the Company is one of the largest contractors.  As a
result, the Company experienced a decline in operating revenues from  the
first  quarter  of  1998 to the first quarter of  1999  (see  Results  of
Operations  above).   Depending on the level of future  cash  flows  from
operations,  the  Company's cash on hand, and funds available  under  its
existing credit facilities may not 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, without
selling certain assets or terminating construction contracts.
   
     On  March 26, 1999, the Company issued three series of senior  notes
with  an  aggregate principal amount of $1.0 billion.  The  senior  notes
consisted of $400.0 million of 11% senior secured notes due 2006,  $400.0
million  of  11.375% senior secured notes due 2009 and $200.0 million  of
12.25%  senior  notes  due 2006 (collectively, the "Senior  Notes").  The
$800.0  million senior secured notes are collateralized  by  ten  of  the
Company's  drilling rigs. As a result, the Company received net  proceeds
of  approximately  $971.5  million  after  deducting  estimated  offering
related  expenses.  The  Company  used the  proceeds  to  repay  existing
indebtedness  of approximately $556.0 million and the remainder  will  be
used  to  acquire, construct, repair and improve drilling  rigs  and  for
general corporate purposes.
     
     On  April  22,  1999, the Company issued 300,000 shares  of  13.875%
Senior Cumulative Redeemable Preferred Stock (the "Preferred Stock")  and
warrants  to purchase 10,500,000 shares of the Company's common stock  at
an  exercise  price  of  $9.50  per share (the  "Warrants).  The  Company
received  net  proceeds  from the issuance of  the  Preferred  Stock  and
Warrants  of approximately $289.0 million. Each share of Preferred  Stock
has  a  liquidation  preference of $1,000 per share and  one  Warrant  to
purchase  35  shares  of the Company's common stock. Both  the  Preferred
Stock  and the Warrants expire on May 1, 2009. Dividends are to  be  paid
quarterly commencing on August 1, 1999 and at the Company's option may be
paid  in  cash  or,  on  or before May 1, 2004, in additional  shares  of
Preferred  Stock.  The  Company may redeem any  of  the  Preferred  Stock
beginning  May 1, 2004. The initial redemption price is 106.938%  of  the
liquidation preference, declining thereafter to 100% on or after  May  1,
2007,  in  each case plus accrued and unpaid dividends to the  redemption
date.  In  addition,  on or before May 1, 2002, the  Company  may  redeem
shares  of the Preferred Stock having an aggregate liquidation preference
of  up  to $105.0 million at a price equal to 113.875% of its liquidation
preference,  plus  accrued and unpaid dividends to the  redemption  date,
with  proceeds  from one or more public equity offerings.  The  Warrants'
initial fair value of $48.0 million will be recorded as a discount to the
Preferred  Stock and amortized on a straight line basis over  ten  years.
Preferred  Stock dividends and the amortization of the Warrants'  initial
value will be deducted from net income to arrive at net income applicable
to common stockholders.
   
     Proceeds from the Senior Notes and the Preferred Stock met a portion
of  the  Company's  capital  requirements.   However,  it  will  also  be
necessary  for  the  Company to obtain additional  capital  through  debt
and/or equity financings to meet its currently projected obligations. The
Company  is currently evaluating two project financings to meet a portion
of  its  additional capital requirements. The first is  an  approximately
$270.0  million financing in the form of a synthetic lease that would  be
collateralized  by  the drillship Deepwater Frontier,  drilling  contract
revenues  from such drillship and a letter of credit.  Proceeds  of  such
financing, if obtained, would be used in part to repay advances made to a
limited  liability company which will operate the Deepwater Frontier  and
which is owned 60% by the Company and 40% by Conoco. The second financing
being  contemplated is an approximately $250.0 million project  financing
that  would be collateralized by the semisubmersible RBS8M , as  well  as
the drilling contract revenues from such rig.
   
     The  Company  currently believes it will be able to  consummate  the
proposed  project  financings.  However, there can be no  assurance  that
these or any other additional financings can be obtained, or if obtained,
that  they  will be on terms favorable to the Company or for the  amounts
needed.  Further,  the Company has limited ability  under  its  indenture
covenants  to incur additional recourse indebtedness and to  secure  that
debt.   In  the event that the Company is unable to obtain its  requisite
financing,  the Company may have to sell assets or terminate  or  suspend
one  or  more  construction projects.  Termination  or  suspension  of  a
project may subject the Company to claims for penalties or damages  under
the  construction contracts or drilling contracts for rigs that are being
constructed.   In  addition, asset sales made  under  duress  in  today's
drilling market may not yield attractive sales prices.  Accordingly,  the
inability  of  the Company to complete required financings would  have  a
material  adverse  effect on the Company's financial  condition  and  its
ability to repay its outstanding indebtedness.
   
     Three of the Company's outstanding credit facilities were repaid and
terminated in March 1999 from proceeds from the Senior Notes.  To  assist
the Company's liquidity position, the Company may seek to establish a new
revolving  bank  credit facility of up to $180.0 million,  and  may  sell
certain  assets.  There can be no assurance, however, that such  facility
will be obtained or sales completed.
   
     The  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.  The decline in oil and gas prices since 1997 has  negatively
impacted  the  Company's performance, particularly in the  shallow  water
U.S.  Gulf  market, by adversely affecting the Company's rig  utilization
and  dayrates.  Utilization of the Company's domestic jack-up  fleet  has
declined  from  approximately  97%  in  the  first  quarter  of  1998  to
approximately  49%  in  the  first quarter of  1999,  and  dayrates  have
declined from an average of $35,000 during the first quarter of  1998  to
an average of $21,000 during the first quarter of 1999.  Dayrates for the
Company's domestic barge drilling rig fleet have not declined materially,
but utilization of the fleet declined from approximately 93% in the first
quarter  of 1998 to approximately 27% in the first quarter of  1999.  The
Company believes a continued depression in oil and gas prices would  have
a material adverse effect on the Company's financial position and results
from operations.
     
     In  December 1998, Mobil U.K. Ltd. ("Mobil") terminated its contract
to  use the Company's Jack Bates semisubmersible rig on the grounds  that
two  of the rig's anchor cables broke.  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
has  recontracted the Jack Bates  to Mobil for one well at a  dayrate  of
$156,000. This contract is without prejudice to either party's rights  in
the  dispute  over  the  termination of the original  contract.   If  the
Company is not successful in settling its dispute over the termination of
the  original contract, the Company intends to commence legal proceedings
to enforce its rights under the contract.
     
     In  April 1999, BP Amoco cancelled its contract with the Company for
the  drillship  Peregrine  VII in accordance with  the  contract's  terms
because  the  drillship had not been delivered on time.  The  Company  is
currently marketing this rig for work.
     
     In  April 1999, Petrobras indicated to the Company that it may  seek
to  cancel the 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'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 Company has based its estimates regarding its financing needs on
the  assumption that conditions in the marine contract drilling  industry
will  remain approximately the same as currently exist through  1999  and
will  improve  in  2000.  If conditions during  these  periods  are  less
favorable  than the Company has assumed, the Company may be  required  to
seek  additional financing.  Any additional financing, if obtained, would
be subject to the risks and contingencies described above.
                                    
Year 2000
  
     The Company has focused its Year 2000 ("Y2K") compliance efforts  in
three  areas: information technology systems, embedded technology systems
and  systems  used  by  third  parties  with  which  the  Company  has  a
substantial  relationship.  The Company has substantially  completed  its
investigation  and evaluation of these systems and is  currently  in  the
process of correcting the identified problems.
  
     Information  Technology Systems.  The testing and  validation  phase
for  information  technology systems includes testing of each  individual
information  technology  system  that could  be  affected.   Through  the
information technology systems investigation, the Company determined that
the  accounting software utilized by Cliffs Drilling required substantial
modification  or  replacement.   The  domestic  accounting  software  was
replaced with Y2K compliant software during the fourth quarter of 1998 at
a  total  cost of approximately $2.0 million, the majority of  which  was
capitalized.  Software replacements in Cliffs Drilling's foreign  offices
will  be  completed  during  1999 at a total cost  of  approximately  $.3
million.   The  Company  additionally  determined  that  certain  of  its
remaining  accounting  software  and  systems  were  not  Y2K  compliant.
Company personnel have completed the majority of these modifications  and
the  remaining  non-compliant software will be  undergoing  a  previously
planned  upgrade in the second quarter of 1999. Additionally, the Company
is  undergoing a third party review of its information technology systems
in the second quarter of 1999.
  
     Embedded  Technology Systems.  Embedded technology systems primarily
relate  to  the  technology on board the Company's drilling  units.   The
testing and validation phase for the embedded technology systems includes
testing each high and medium priority system, which consists primarily of
all  systems  located  on drilling units included in  the  Deepwater  and
Shallow  Water Divisions.  For systems on board the Inland  Water  units,
confirmation  of Y2K compliance has been received from the  manufacturers
of these systems.
  
     To  facilitate  the  embedded technology systems investigation,  the
Company hired an additional employee whose primary responsibility is  the
evaluation  of  these  technology systems.   This  evaluation  should  be
completed  by  the second quarter of 1999. The equipment  evaluated  thus
far,  which  includes all drilling units located in the  United  Kingdom,
Africa,  Greece,  Singapore and the Gulf of Mexico, has not  demonstrated
any  equipment  failures or other Y2K compliance issues.   Based  on  the
number  and type of drilling units tested thus far, the Company estimates
that  the  total  cost  to  replace  or  upgrade  non-compliant  embedded
technology systems will be less than $.5 million.
     
     Third  Party Systems.  The Company is contacting third parties  with
which  it has substantial relationships to determine what actions may  be
needed  to  mitigate  its  risks relating  to  the  effects  third  party
technology  failures  may  have on the Company.   The  Company  sent  out
requests  for  information  to  all  of  our  electrical  and  electronic
contractors in August 1998 and has received information from 80% of  them
regarding  their  Y2K efforts.  Questionnaires were  sent  in  the  first
quarter  of  1999  to  all  of the Company's suppliers  and  third  party
vendors.    Based on the responses received thus far, it is evident  that
our  contractors  and suppliers are placing a priority on  achieving  Y2K
compliance.   In the event the Company's major suppliers or customers  do
not  successfully  and  timely  achieve  Y2K  compliance,  the  Company's
operations could be adversely affected.
  
     Contingency  Plans.  The Company is continuing  to  monitor,  on  an
ongoing  basis, the problems and uncertainties associated  with  its  Y2K
issues  and  their potential consequences.  The Company has accepted  the
position that there will be some finite levels of risk that some  systems
will  not fully function after Y2K.  A risk-based approach has identified
those items where absolute compliance is not guaranteed by the vendor  or
supplier,  and  contingency plans are being developed to  deal  with  any
safety  related possibilities.  These contingency plans will be completed
in the second quarter of 1999.
  
     In addition to the safety related contingency plans directly related
to  uncertainties  with equipment, the Company maintains  plans  for  all
critical safety equipment as part of its normal business.  These critical
safety plans are currently being modified to fit the Y2K criteria.  These
modifications primarily include: having personnel standing by at critical
equipment  stations before the specified time changes,  having  no  crane
lifts  in  operation and have all drilling units in a non-drilling  mode.
Failure  of this type of equipment, whether related to normal operational
risk  or  Y2K  problems, must be managed with contingency planning.   For
this  reason,  additional risk due to the Y2K issue does  not  measurably
affect  the risk to personnel or equipment beyond the normal failure  due
to other causes.

Other

     On April 7, 1999, the Company announced that Mr. Steven Webster, the
Company's  president and chief executive officer, has  agreed  to  resign
from  these  officer positions effective May 31, 1999. Mr.  Webster  will
remain  a  director of the Company.  Mr. Paul B. Loyd, Jr., the Company's
chairman of the board, will become chief executive officer.

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 March 31, 1999 (dollars in millions):

                                                                     Estimated
                                                                     Fair Value
                                                                         at
                                                    There-            March 31,
                 1999   2000   2001   2002   2003    after     Total    1999
                -----  -----  -----  -----  ------ --------  -------- --------
Fixed Rate Debt:
 Amount         $  .1  $  .5  $ 5.2  $  -   $550.1 $2,150.0  $2,705.9 $2,546.2
 Average
  interest rate 7.000% 8.000% 9.750%    -   8.340%  9.392%    9.179%  

Variable Rate Debt:
 Amount         $ 4.6  $ 6.1  $ 6.1  $ .5   $  -   $   -     $   17.3 $   17.3
 Average
  interest rate 7.000% 7.000% 7.000% 7.000%    -       -      7.000%



                       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 6.  Exhibits and Reports on Form 8-K
     
 (a)  Exhibits

   4.1   -  Indenture  dated as  of March 26, 1999, between RBF Finance
            Co.,  as  Issuer,  and  United  States Trust Company of New
            York, as Trustee, with  respect  to $400,000,000 11% Senior
            Secured Notes due 2006 and $400,000,000  11 3/8% Senior
            Secured Notes due 2009.
   
   4.2   -  Indenture  dated  as  of March 26, 1999, between R&B Falcon
            Corporation,  as  Issuer,  and U.S. Trust Company of Texas,
            National  Association,  as Trustee, with respect to 12 1/4%
            Senior Notes due 2006.
   
   4.3   -  Registration  Rights  Agreement  dated March 26, 1999 among
            RBF Finance Co.,  R&B  Falcon  Corporation  and  Donaldson,
            Lufkin & Jenrette Securities Corporation.
   
   4.4   -  Registration Rights  Agreement dated  March 26, 1999  among
            R&B  Falcon  Corporation  and  Donaldson, Lufkin & Jenrette
            Securities Corporation.
   
   10.1  -  Senior  Secured  Loan Agreement, Harvey Ward,  dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.2  -  Senior  Secured Loan Agreement, Peregrine II,  dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.3  -  Senior  Secured  Loan Agreement, Peregrine I,  dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.4  -  Senior  Secured Loan Agreement, Deepwater IV,  dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.5  -  Senior  Secured Loan Agreement, Falrig 82, dated March  26,
            1999  between R&B Falcon Corporation, as Borrower, and  RBF
            Finance Co., as Lender.

   10.6  -  Senior  Secured Loan Agreement, Peregrine IV,  dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.7  -  Senior  Secured Loan Agreement, Peregrine VII, dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.8  -  Senior  Secured  Loan Agreement, Falcon  100,  dated  March
            26,  1999 between R&B Falcon Corporation, as Borrower,  and
            RBF Finance Co., as Lender.
   
   10.9  -  Senior  Secured Loan Agreement, W.D. Kent, dated March  26,
            1999  between R&B Falcon Corporation, as Borrower, and  RBF
            Finance Co., as Lender.
   
   10.10 -  Senior   Secured  Loan  Agreement,  Deepwater   Millennium,
            dated  March  26,  1999 between R&B Falcon Corporation,  as
            Borrower, and RBF Finance Co., as Lender.
   
   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.)
 
 (b)   Reports on Form 8-K
 
        R&B  Falcon  filed  one Current Report on Form 8-K/A  during  the
     three months ended March 31, 1999: (1) Report filed January 20, 1999
     filing  financial  statements  and pro forma  financial  information
     relating to the acquisition of Cliffs Drilling Company.
        
        R&B  Falcon filed one Current Report on Form 8-K during the three
     months  ended March 31, 1999: (1) Report filed March 16, 1999 filing
     financial  data  (including year-end 1998 results) relating  to  the
     Company.
   
     

  
                           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 14, 1999                     By  /s/T. W. Nagle
                                           -----------------------
                                            T. W. Nagle
                                            Executive Vice President
                                            (Chief Accounting Officer)