EXHIBIT 10.32

                     CONSENT OF NOTE HOLDER


      WHEREAS, the undersigned ("Note Holder") entered into  that
certain  Note Purchase Agreement dated as of August 12, 1999  and
that  certain  First Amendment to Note Purchase  Agreement  dated
February  1, 2000 (as may be further amended, the "Note  Purchase
Agreement")  with  RBF  Exploration  Co.,  a  Nevada  corporation
("Issuer");

     WHEREAS,  as  a condition to Note Holder entering  into  the
Note  Purchase Agreement, Issuer entered into that certain  Trust
Indenture and Security Agreement dated as of August 12, 1999 with
Chase Bank of Texas, National Association, as Trustee ("Trustee")
and  that  certain  Supplemental Indenture and Amendment  thereto
dated  as  of  February 1, 2000 with BTM Capital  Corporation,  a
Delaware corporation ("Independent Owner") and Trustee (as may be
further supplemented and amended, the "Indenture"); and

     WHEREAS,  Issuer  now desires to amend or replace,  or  have
amended or replaced, certain documents subject or related to  the
Indenture  that  are  listed on Schedule A hereto  (the  "Amended
Documents")  in connection with a proposed United  Kingdom  lease
relating  to the Drilling Rig (as defined in the Indenture)  (the
"UK Lease"); and

     WHEREAS,  Issuer now desires to enter into, or have  entered
into or created, certain documents that are listed on Schedule  B
hereto  (the  "New Documents" and collectively with  the  Amended
Documents,  the "Lease Implementation Documents")  in  connection
with the UK Lease;

     NOW, THEREFORE, to comply with the provisions of Article  11
of  the  Indenture  and to allow for the UK  Lease,  Note  Holder
hereby  expressly  agrees, consents or  declares  to  Trustee  as
follows:

     1.     Definitions.     Unless  otherwise  defined   herein,
capitalized  terms  used herein shall have the  meaning  ascribed
thereto  in  that  certain  Second  Supplemental  Indenture   and
Amendment   of  even  date  herewith  (the  "Second  Supplemental
Indenture") by and among Independent Owner, Trustee, Issuer,  R&B
Falcon  Deepwater (UK) Limited, a company incorporated in England
and  Wales ("Lessee") and Nautilus Exploration Limited, a company
incorporated in the Cayman Islands ("Standby Purchaser")  or,  if
not therein, in the Indenture.

     2.    Solicitation.  Note Holder has been informed  of,  and
had  an  opportunity to review, each of the Lease  Implementation
Documents  and  has been afforded the opportunity of  considering
such  Lease  Implementation Documents with sufficient information
to make an informed decision with respect thereto.

     3.    Documents.  Note Holder has received copies of each of
the  Lease Implementation Documents and hereby consents,  to  the
extent required by the Indenture, to (a) the amendment, change or
novation  of  the  Amended Documents and (b)  the  execution  and
delivery  of  each  of  the New Documents.   Note  Holder  hereby
directs  Trustee,  to  the extent required or  permitted  by  the
Indenture,  to execute and deliver each of the New  Documents  to
which Trustee is a party.

     4.    Security  Interests.  Note Holder hereby consents,  to
the  extent  required by the Indenture, (a) to the grant  of  the
security interest by both Lessee and Standby Purchaser to Trustee
as provided in Article 3 of the Second Supplemental Indenture and
(b) to the creation, modification or release of such other liens,
if any, provided for in the New Documents.

     5.     Trustee  Consent  Authorized.   Note  Holder   hereby
consents,  to  the  extent  required by  the  Indenture,  to  the
consents  given  by the Trustee under Article  2  of  the  Second
Supplemental Indenture.

     6.    Sale of Notes.  Note Holder hereby expressly agrees to
sell  any  Notes  then  held  by  Note  Holder  pursuant  to  the
provisions  of Section 6.04 of the Second Supplemental Indenture;
provided  that  Note Holder does not consent to  the  release  or
discharge  of any indemnity amount or other obligation  which  is
not fully paid and satisfied in full out of the sale proceeds  of
such Notes.

     7.   Waiver of Notice.  Note Holder hereby waives the notice
requirements otherwise required to be given by the Trustee  under
Section 11.3 of the Indenture.

     8.    No  Further Consent.  Note Holder expressly  does  not
hereby or otherwise consent to (a) any further amendment, change,
assignment or novation of (i) the Lease Implementation  Documents
(including,   without   limitation,  any   amendments,   changes,
assignments or novations made pursuant to clause 5.9 of the  Deed
of Proceeds) after the execution and delivery thereof in the form
provided  to Note Holder or (ii) any other Transaction  Document,
(b)  to any sale, assignment or other disposition of the Drilling
Rig  or the Equipment or any interest therein other than pursuant
to  the  Indenture, Hire Purchase Agreement, Put-Option Agreement
or  Deed of Proceeds or (c) any further assignment by the  Lessee
or the Issuer of any of their respective right, title or interest
in,   to  or  under  the  SDDI  Contract  or  the  Operation  and
Maintenance Agreement, whether or not contemplated by  the  Lease
Implementation Documents.

     9.    Principal  Amount  Owed.  Note Holder  is  the  record
owner,  as  of  the date of execution hereof, of a  Note  in  the
principal amount as set forth below its signature and,  as  such,
has all requisite authority to execute and deliver this consent.


                    [signature page follows]

     IN  WITNESS WHEREOF, the undersigned Note Holder has  caused
this  Consent of Note Holder to be executed and delivered by  its
duly authorized officer as of May 26, 2000.

                         NOTE HOLDER:

                         VICTORY RECEIVABLES CORPORATION

                         By:______________________________
                         Name:
                         Title:

                         Class A1 Note Holder in the amount of
                         $200,000,000.00

IN  WITNESS  WHEREOF,  the undersigned  Note  Holder  has  caused
this  Consent of Note Holder to be executed and delivered by  its
duly authorized officer as of May 31, 2000.

                         NOTE HOLDER:

                         ANCHOR NATIONAL LIFE INSURANCE COMPANY

                         By:______________________________
                         Name:
                         Title:


                         Class A2 Note Holder in the amount of
                         $10,000,000.00


IN  WITNESS  WHEREOF,  the undersigned  Note  Holder  has  caused
this  Consent of Note Holder to be executed and delivered by  its
duly authorized officer as of May 31, 2000.

                         NOTE HOLDER:

                         FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         By:______________________________
                         Name:
                         Title:


                         Class A2 Note Holder in the amount of
                         $5,000,00.00


     IN  WITNESS WHEREOF, the undersigned Note Holder has  caused
this  Consent of Note Holder to be executed and delivered by  its
duly authorized officer as of May 26, 2000.

                         NOTE HOLDER:

                         PARTHENON RECEIVABLES FUNDING LLC

                         By:    Parthenon   Receivables   Funding
                         Corporation, its sole member

                         By:______________________________
                         Name:
                         Title:

                         Class A2 Note Holder in the amount of
                         $35,000,000.00



                         SCHEDULE A

                        Amended Documents

1.   Indenture

2.   Supplemental Indenture

3.   Operation and Maintenance Agreement

4.   SDDI Contract

5.   First Preferred Ship Mortgage


                           SCHEDULE B

                          New Documents

1.   Second Supplemental Indenture

2.   Transfer Agreement

3.   Second Preferred Ship Mortgage

5.   Lease

6.   Standby Lease

7.   Hire Purchase Agreement

8.   Deed of Proceeds

9.   New Assignment of Drilling Contract

10.  Certain  UCC-1 Financing Statements executed by  Lessee  and
     Standby  Purchaser in favor of Trustee relating to  security
     interests  granted  under the Second Supplemental  Indenture
     and the Assignment of Drilling Contract.

11.  Subordination    Agreement   among    Sovereign,    Trustee,
     Independent  Owner, Issuer, Standby Purchaser, Account  Bank
     and Trustee.

12.  Put-Option Agreement

13.  SDDI Consent

14.  SDDI Estoppel Letter

15.  Amendment to First Mortgage

16.  Debenture

17.  Credit Agreement