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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------
                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2001

                                       OR

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

          For the transition period from ____________to ____________.

                         Commission file number 1-13729
                         ------------------------------

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

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

         4 Greenway Plaza
          Houston, Texas                                77046
  (Address of principal executive offices)            (Zip Code)

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

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

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  X   No
                                                     ---     ---
===========================================================================


<PAGE>
                             R&B FALCON CORPORATION
                               INDEX TO FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001

                                                                            Page
                                                                            ----

PART  I  -  FINANCIAL  INFORMATION
----------------------------------

     Item 1.  Financial  Statements  (Unaudited)

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

     Condensed  Consolidated  Statements  of  Operations
          Eight  Months  Ended  September  30,  2001,
          One  Month  Ended  January  31,  2001  and
          Nine  Months  Ended  September  30,  2000                            2

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

     Condensed  Consolidated  Statements  of  Cash  Flows
        Eight  Months  Ended  September  30,  2001,
        One  Month  Ended  January  31,  2001  and
        Nine  Months  Ended  September  30,  2000                              4

     Notes to Condensed  Consolidated  Financial  Statements                   5

     Item 2. Management's Narrative Analysis of Results of Operations         12

     Item 3. Quantitative  and  Qualitative Disclosures about Market Risk     13

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

     Item  1. Legal  Proceedings                                              13

     Item  6. Exhibits and Reports on Form 8-K                                14



<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

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


                                                            Three Months Ended      Three Months Ended
                                                            September 30, 2001      September 30, 2000
                                                          -----------------------  ---------------------
                                                             Post-Acquisition          Pre-Acquisition
                                                          -----------------------  ---------------------
<S>                                                       <C>                      <C>
Operating Revenues                                        $                340.6   $               316.6
--------------------------------------------------------------------------------------------------------
Costs and Expenses
  Operating and maintenance                                                214.7                   218.7
  Depreciation                                                              56.8                    49.5
  Goodwill amortization                                                     35.2                     0.6
  General and administrative                                                 2.3                     7.7
--------------------------------------------------------------------------------------------------------
                                                                           309.0                   276.5
--------------------------------------------------------------------------------------------------------
Gain (Loss) from Sale of Assets, net                                       (55.2)                   69.9
--------------------------------------------------------------------------------------------------------
Operating Income (Loss)                                                    (23.6)                  110.0
--------------------------------------------------------------------------------------------------------
Other Income (Expense), net
  Equity in earnings of joint ventures                                       4.6                     1.8
  Interest income                                                            5.9                     6.8
  Interest expense, net of amounts capitalized                             (33.2)                  (60.7)
  Other, net                                                                (0.6)                   (0.1)
--------------------------------------------------------------------------------------------------------
                                                                           (23.3)                  (52.2)
--------------------------------------------------------------------------------------------------------
Income (Loss) Before Income Taxes and Minority Interest                    (46.9)                   57.8

Income Tax Expense                                                           1.9                    19.6
Minority Interest                                                            1.4                    10.1
--------------------------------------------------------------------------------------------------------
Net Income (Loss)                                                          (50.2)                   28.1

Preferred Stock Dividends and Accretion                                        -                    13.6
--------------------------------------------------------------------------------------------------------

Net Income (Loss) Applicable to Common Shareholders       $                (50.2)   $               14.5
========================================================================================================
</TABLE>

                             See accompanying notes.


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


                                                  Eight Months Ended     One Month Ended     Nine Months Ended
                                                  September 30, 2001     January 31, 2001    September 30, 2000

                                                   Post-Acquisition      Pre-Acquisition      Pre-Acquisition
                                                 --------------------  -------------------  -------------------
<S>                                              <C>                   <C>                  <C>
Operating Revenues                               $             925.0   $            128.6   $            757.1
---------------------------------------------------------------------------------------------------------------
Costs and Expenses
  Operating and maintenance                                    536.3                156.0                576.4
  Depreciation                                                 164.3                 17.7                137.6
  Goodwill amortization                                         93.2                  0.2                  1.7
  General and administrative                                     6.1                 60.8                 20.9
---------------------------------------------------------------------------------------------------------------
                                                               799.9                234.7                736.6
---------------------------------------------------------------------------------------------------------------
Gain (Loss) from Sale of Assets, net                           (56.7)                   -                 68.2
---------------------------------------------------------------------------------------------------------------
Operating Income (Loss)                                         68.4               (106.1)                88.7
---------------------------------------------------------------------------------------------------------------
Other Income (Expense), net
  Equity in earnings of joint ventures                           9.3                  0.4                  5.8
  Interest income                                               12.2                  1.6                 29.1
  Interest expense, net of amounts capitalized                (109.7)               (21.4)              (166.7)
  Other, net                                                    (0.6)                 0.3                  0.9
---------------------------------------------------------------------------------------------------------------
                                                               (88.8)               (19.1)              (130.9)
---------------------------------------------------------------------------------------------------------------
Loss Before Income Taxes, Minority
    Interest and Extraordinary Items                           (20.4)              (125.2)               (42.2)

Income Tax Expense (Benefit)                                    34.5                (34.0)                (8.3)
Minority Interest                                                0.8                  0.7                 13.4
---------------------------------------------------------------------------------------------------------------
Loss Before Extraordinary Items                                (55.7)               (91.9)               (47.3)

Loss on Extraordinary Items, net of tax                        (17.3)                   -                    -
---------------------------------------------------------------------------------------------------------------
Net Loss                                                       (73.0)               (91.9)               (47.3)

Preferred Stock Dividends and Accretion                            -                    -                 39.8
---------------------------------------------------------------------------------------------------------------
Net Loss Applicable to Common Shareholders       $             (73.0)  $            (91.9)  $            (87.1)
==============================================================================================================
</TABLE>

                             See accompanying notes.


<PAGE>
<TABLE>
<CAPTION>
                    R&B FALCON CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In millions, except share data)
                                  (Unaudited)

                                                                            September 30,       December 31,
                                                                                2001               2000
                                                                         ------------------  -----------------
                                                                          Post-Acquisition    Pre-Acquisition
                                                                         ------------------  -----------------
<S>                                                                      <C>                 <C>
                                     ASSETS
Cash and Cash Equivalents                                                $          111.0    $         358.0
Accounts Receivable, net of allowance for doubtful accounts of $13.9
    and $15.2 at September 30, 2001 and December 31, 2000, respectively             306.1              288.6
Accounts Receivable from Related Parties                                             33.2                5.9
Materials and Supplies, net of allowance for obsolescence of $6.4 and
    $8.7 at September 30, 2001 and December 31, 2000, respectively                   60.1               62.6
Other Current Assets                                                                 19.9               41.7
--------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                       530.3              756.8
--------------------------------------------------------------------------------------------------------------

Property and Equipment                                                            2,388.9            4,634.0
Less Accumulated Depreciation                                                       132.6              835.0
--------------------------------------------------------------------------------------------------------------
         Property and Equipment, net                                              2,256.3            3,799.0
--------------------------------------------------------------------------------------------------------------

Goodwill, net                                                                     5,503.4               85.5
Note Receivable from Related Party                                                  425.0                  -
Investments in and Advances to Joint Ventures                                        29.3               30.1
Other Assets                                                                        267.7              123.5
--------------------------------------------------------------------------------------------------------------
        Total Assets                                                     $        9,012.0    $       4,794.9
==============================================================================================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts Payable                                                          $          59.5    $         157.8
Accrued Income Taxes                                                                 74.6               17.7
Debt Due Within One Year                                                             37.9               41.4
Accounts Payable to Related Parties                                                  73.0                5.5
Other Current Liabilities                                                           145.0               96.9
--------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                  390.0              319.3
--------------------------------------------------------------------------------------------------------------

Long-Term Debt                                                                    1,731.9            2,891.8
Long-Term Advances from Related Party                                                55.8                  -
Deferred Income Taxes                                                                97.9               56.0
Other Long-Term Liabilities                                                          51.3               70.4
--------------------------------------------------------------------------------------------------------------
         Total Long-Term Liabilities                                              1,936.9            3,018.2
--------------------------------------------------------------------------------------------------------------
Minority Interest                                                                   102.3               81.9
--------------------------------------------------------------------------------------------------------------

Commitments and Contingencies

SHAREHOLDERS' EQUITY
   Common Stock, $0.01 par value; 550,000,000 shares authorized,
      1,000,000 and 212,049,592 shares issued and outstanding at
      September 30, 2001 and December 31, 2000, respectively                            -                2.1
   Additional Paid-in Capital                                                     6,828.6            1,458.1
   Accumulated Deficit                                                             (245.8)             (80.6)
   Other                                                                                -               (4.1)
--------------------------------------------------------------------------------------------------------------
         Total Shareholders' Equity                                               6,582.8            1,375.5
--------------------------------------------------------------------------------------------------------------
         Total Liabilities and Shareholders' Equity                      $        9,012.0    $       4,794.9
==============================================================================================================
</TABLE>

                             See accompanying notes.


<PAGE>
<TABLE>
<CAPTION>

                    R&B FALCON CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In millions)
                                  (Unaudited)


                                                            Eight Months Ended   One Month Ended      Nine Months Ended
                                                            September 30, 2001   January 31, 2001    September 30, 2000
                                                           -------------------  -------------------  ------------------
                                                             Post-Acquisition     Pre-Acquisition      Pre-Acquisition
                                                           -------------------  -------------------  ------------------
<S>                                                      <C>                  <C>                  <C>
Cash Flows from Operating Activities
  Net loss                                                  $           (73.0)   $           (91.9)   $           (47.3)
  Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities
       Depreciation                                                     164.3                 17.7                137.6
       Goodwill amortization                                             93.2                  0.2                  1.7
       Deferred income taxes                                            (37.3)               (35.1)               (26.5)
       Equity in earnings of joint ventures                              (9.3)                (0.4)                (5.8)
       Net (gain) loss from disposal of assets                           58.6                    -                (68.0)
       Amortization of debt fair value adjustments                      (16.7)                   -                    -
       Deferred compensation                                                -                  9.8                  2.6
       Deferred income, net                                               0.7                 (1.0)                   -
       Deferred expenses, net                                           (11.4)                 1.5                 24.6
       Extraordinary loss on debt extinguishment, net of tax             17.3                    -                    -
       Changes in operating assets and liabilities, net of
         effects from the TSF Merger
           Accounts receivable                                            5.9                (22.2)               (37.4)
           Accounts payable and other current liabilities               (91.2)                21.6                (47.8)
           Accounts receivable/payable to related parties, net           40.2                    -                    -
           Income taxes receivable/payable, net                          63.4                  2.9                  0.4
           Other assets/liabilities, net                                  6.4                 61.2                (25.9)
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities                     211.1                (35.7)               (91.8)
------------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
  Capital expenditures                                                 (200.3)               (16.5)              (412.7)
  Decrease (increase) in cash dedicated to capital
     projects/debt service                                              (16.0)                 2.7                139.8
  Proceeds from disposal of assets, net                                  83.9                  0.2                152.2
  Joint ventures and other investments                                    8.8                    -                (21.3)
  Expenses paid relating to the contribution of the
     inland marine support vessel business                               (0.2)                (1.9)                   -
  Sale of short-term investments                                            -                    -                227.2
  Purchase of minority interest                                             -                (34.7)                   -
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing Activities                    (123.8)               (50.2)                85.2
------------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
  Net proceeds from long-term advances from related party             1,245.8                    -                    -
  Early repayments of debt instruments                              (1,458.0)                    -                    -
  Other repayments of debt instruments                                 (24.2)                 (8.1)               (11.8)
  Net proceeds from issuance of ordinary shares under
     stock-based compensation plans                                        -                   0.5                  9.1
  Proceeds from issuance of ordinary shares upon
     exercise of warrants                                                  -                     -                  2.3
  Other, net                                                            (4.9)                  0.5                 10.5
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities                   (241.3)                 (7.1)                10.1
------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents                  (154.0)                (93.0)                 3.5
------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Period                       265.0                 358.0                255.1
------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                 $           111.0     $           265.0    $           258.6
========================================================================================================================
</TABLE>

                             See accompanying notes.


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

Note  1  -  Principles  of  Consolidation

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

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


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

Note  2 - General

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

     Cash  and  Cash  Equivalents - At September 30, 2001, $40.7 million of cash
and  cash  equivalents related to the Company's majority-owned subsidiary Arcade
Drilling  as  ("Arcade").  Arcade's  cash  and cash equivalents are available to
Arcade  for  all purposes subject to restrictions under the Standstill Agreement
dated  as  of  August  31, 1991 between the Company, Arcade and Transocean. Such
restrictions  preclude  the  Company  from  borrowing  any  cash  from  Arcade.

     As  a  result  of the project financing in 1999 for the Deepwater Nautilus,
the  Company  is  required  to  maintain  in cash certain principal and interest
payments.  As  of September 30, 2001 and December 31, 2000, such restricted cash
amounted  to  $32.9  million  and  $19.5  million,  respectively,  and  has been
classified  as  Other  Assets.

     Supplementary  Cash  Flow  Information - Concurrent with the TSF Merger (as
defined  in  Note  3), the Company removed certain non-strategic assets from the
active  rig  fleet  and  categorized  them  as  assets  held  for sale. This was
reflected in the condensed consolidated balance sheets as a decrease in Property
and  Equipment,  net  of  $143.3  million with a corresponding increase in Other
Assets.

     In  August 2001, the Company and one of its subsidiaries sold nine drilling
units  to Transocean Offshore International Ventures Limited ("TOIVL"), a wholly
owned  subsidiary  of  Transocean.  See  Note  8.  This  was  reflected  in  the
condensed consolidated balance sheets as a decrease in Property and Equipment of
$1,676.2  million,  a  decrease  in  Long-Term  Advances  from  Related Party of
$1,190.0  million,  an  increase in Note Receivable from Related Party of $425.0
million  and  an  increase  in  Accumulated  Deficit  of  $61.2  million.

     Goodwill  -  The excess of the purchase price over the estimated fair value
of  net  assets  acquired  is  accounted  for  as goodwill and is amortized on a
straight-line  basis  over  40  years.  The  amortization period is based on the
nature  of the offshore drilling industry, long-lived drilling equipment and the
long-standing  relationships with core customers. Accumulated amortization as of
September  30,  2001  and  December 31, 2000 was $93.2 million and $4.2 million,
respectively.  See  "New  Accounting  Pronouncements."

     Capitalized  Interest  - Interest costs for the construction and upgrade of
qualifying  assets  are  capitalized.  The Company capitalized interest costs on
construction  work  in  progress  of $4.4 million and $9.0 million for the three
months  ended September 30, 2001 and 2000, respectively, and $13.3 million, $1.4
million and $44.6 million for the eight months ended September 30, 2001, the one
month  ended  January  31,  2001  and  the nine months ended September 30, 2000,
respectively.

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

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

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

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

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

     In  July  2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets,  which  becomes  effective for fiscal years beginning after December 15,
2001. SFAS No. 142 prohibits amortization of goodwill and requires that goodwill
be  tested  annually  for  impairment.  The  statement  also  includes  specific
guidance for testing goodwill impairment. The Company will adopt SFAS No. 142 as
of  January  1,  2002.  Management  is currently evaluating SFAS No. 142 and the
impact  of  implementing  the  annual  goodwill impairment test on the Company's
consolidated  financial  position  and  results  of  operations.  The  Company's
consolidated  statement  of  operations for the year ending December 31, 2001 is
expected to include approximately $128 million of goodwill amortization expense.

     In  August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal  of Long-Lived Assets. SFAS No. 144 supercedes SFAS No. 121, Accounting
for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,
and  the  accounting  and  reporting  provisions  of Accounting Principles Board
Opinion  ("APB")  No.  30,  Reporting  the Results of Operations - Reporting the
Effects  of  Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently  Occurring  Events  and  Transactions.  SFAS  No.  144  retains the
fundamental  provisions  of  SFAS  No.  121  for  recognition and measurement of
long-lived  asset  impairment and for the measurement of long-lived assets to be
disposed  of  by  sale  and the basic requirements of APB No. 30. In addition to
these  fundamental  provisions,  SFAS  No. 144 provides guidance for determining
whether  long-lived assets should be tested for impairment and specific criteria
for  classifying  assets  to  be  disposed of as held for sale. The statement is
effective  for  fiscal  years beginning after December 15, 2001, and the Company
will  adopt  the  new standard as of January 1, 2002. Management does not expect
the  adoption  of  this  new standard to have a material effect on the Company's
consolidated  financial  position  or  results  of  operations.

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

Note  3  -  Business  Combination

     On  August  19,  2000,  the  Company  entered into an Agreement and Plan of
Merger  with  Transocean,  a  Cayman  Islands company, whereby each share of the
Company's common stock would convert into 0.5 ordinary shares of Transocean (the
"TSF Merger"). The common shareholders of the Company approved the TSF Merger at
a  special meeting on December 12, 2000. On January 31, 2001, the TSF Merger was
completed  and  the  Company  became  an  indirect  wholly  owned  subsidiary of
Transocean. The current directors of the Company were elected at the time of the
TSF  Merger. In connection with the TSF Merger, Transocean also assumed warrants
and  options  exercisable  for  R&B Falcon common stock prior to the TSF Merger.
Such  warrants  and  options  are  exercisable   for  approximately  13  million
Transocean  ordinary shares. The TSF Merger was accounted for as a purchase with
Transocean  as  the  accounting  acquiror.  Accordingly,  the purchase price was
allocated  to the assets and liabilities of the Company based on their estimated
fair  values  as  of January 31, 2001 with the excess accounted for as goodwill.
The  purchase price adjustments were "pushed down" to the consolidated financial
statements  of  the  Company.  The accompanying condensed consolidated financial
statements  for  the  periods  ended on or before January 31, 2001 were prepared
using  the  Company's  historical  basis  of  accounting  and  are designated as
"Pre-Acquisition."  The accompanying condensed consolidated financial statements
for  the  period  subsequent  to January 31, 2001 include the effects of the TSF
Merger  and  are  designated  as  "Post-Acquisition."


     In  January 2001, in connection with the TSF Merger, the Company recorded a
pre-tax  expense  of  approximately  $58  million  including:  1)  payment of an
investment  advisory  fee  of  $19.6  million  to  Morgan Stanley; 2) payment of
termination  benefits  of  $25.1  million  to seven employees in accordance with
employment  contracts;  and  3)  recording  of  a $9.5 million charge due to the
acceleration  of  vesting  of  certain stock options and restricted stock grants
previously  awarded  to  certain employees. In addition, the Company contributed
its inland marine support vessel business, consisting primarily of shallow water
tugs,  crewboats  and  utility  barges,  to  Delta  Towing Holdings, LLC ("Delta
Towing").  In  connection  with  this contribution, the Company received secured
contingent  notes totaling $144.0 million and a 25 percent ownership interest in
Delta  Towing.  The Company recorded a pre-tax charge of $64.0 million, which is
included  in  operating  and  maintenance  expense,  as  a  reserve  against the
contingent notes in January 2001. The remaining 75 percent ownership interest is
beneficially  owned  by  unrelated  third  parties.

     In  conjunction with the TSF Merger, the Company established a liability of
$15.9  million  for  the  estimated  severance related costs associated with the
involuntary  termination  of  569  of   the  Company's   employees  pursuant  to
management's  plan  to  consolidate  operations  and   administrative  functions
post-merger.  Included  in  the  569  planned  involuntary terminations were 387
employees  engaged  in  the  Company's  land  and  barge  drilling  business  in
Venezuela.  Transocean  has  suspended  active  marketing efforts to divest this
business  and, as a result, the estimated liability was adjusted by $4.3 million
in  the  third quarter of 2001 with an offset to goodwill. Through September 30,
2001, approximately $11 million in severance related costs have been paid to 170
employees  whose  positions  were eliminated as a result of the consolidation of
operations  and  administrative  functions  post-merger. The Company anticipates
that substantially all of the remaining amounts will be paid by the end of 2001.

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


                     Nine Months Ended
                       September 30,

                      2001       2000
                    ---------  --------
Operating revenues  $1,050.9   $ 733.4
Net loss               (87.3)   (193.8)

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

Note  4  -  Debt

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

     On April 10, 2001, the Company acquired, pursuant to a tender offer, all of
the  approximately  $400  million  principal  amount  outstanding 11.375% Senior
Secured  Notes  due 2009 of its affiliate, RBF Finance Co., at 122.51 percent of
principal  amount,  or  $1,225.10  per $1,000 principal amount, plus accrued and
unpaid  interest.  On  April  6,  2001, RBF Finance Co. also redeemed all of the
approximately $400 million principal amount outstanding 11% Senior Secured Notes
due  2006  at  125.282  percent,  or $1,252.82 per $1,000 principal amount, plus
accrued  and  unpaid interest, and the Company redeemed all of the approximately
$200  million  principal  amount  outstanding  12.25%  Senior  Notes due 2006 at
130.675  percent  or  $1,306.75  per  $1,000  principal amount, plus accrued and
unpaid  interest.  In  the  second  quarter  of  2001, the Company recognized an
extraordinary loss, net of tax, of $18.9 million on the early retirement of this
debt.

     On  March  30,  2001,  pursuant  to  an  offer   made  in  connection  with
Transocean's acquisition of the Company, Cliffs Drilling Company, a wholly owned
subsidiary  of  the  Company  ("Cliffs  Drilling"),  acquired approximately $0.1
million of the 10.25% Senior Notes due 2003 at an amount equal to 101 percent of
the  principal  amount.  On  May  18,  2001, Cliffs Drilling redeemed all of the
approximately  $200 million principal amount outstanding 10.25% Senior Notes due
2003,  at  102.5  percent,  or $1,025 per $1,000 principal amount, plus interest
accrued  to  the  redemption  date.  As  a  result,  the  Company  recognized an
extraordinary  gain,  net  of tax, of $1.6 million in the second quarter of 2001
relating  to  the  early  extinguishment  of  this  debt.

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

Note  5  -  Segments

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

     Operating  revenues  and  income  (loss)  before  income taxes and minority
interest by segment  are  as  follows (in  millions):

<TABLE>
<CAPTION>
                                                                        Three Months Ended    Three Months Ended
                                                                        September  30, 2001   September 30, 2000
                                                                        -------------------   -------------------
                                                                          Post-Acquisition      Pre-Acquisition
                                                                        -------------------   -------------------
<S>                                                                    <C>                   <C>
Operating Revenues
   International and U.S. Floater Contract Drilling Services                        $225.4               $229.5
   Gulf of Mexico Shallow and Inland Water                                           115.2                 92.8
   Elimination of intersegment revenues                                                  -                 (5.7)
                                                                       --------------------  -------------------
       Total Operating Revenues                                                     $340.6               $316.6
                                                                       --------------------  -------------------

Income (Loss) Before Income Taxes and Minority Interest
   International and U.S. Floater Contract Drilling Services                        $(23.3)              $109.7
   Gulf of Mexico Shallow and Inland Water                                             2.0                  8.0
                                                                       --------------------  -------------------
                                                                                     (21.3)               117.7
Unallocated general and administrative expense                                        (2.3)                (7.7)
Unallocated other income (expense)                                                   (23.3)               (52.2)
                                                                       --------------------  -------------------
       Total Income (Loss) Before Income Taxes and Minority Interest                $(46.9)              $ 57.8
                                                                       ====================  ===================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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


                                                                Eight Months Ended    One Month Ended    Nine Months Ended
                                                                September 30, 2001    January 31, 2001   September 30, 2000
                                                               --------------------  ------------------  ------------------
                                                                 Post-Acquisition     Pre-Acquisition     Pre-Acquisition
                                                               --------------------  ------------------  ------------------
<S>                                                            <C>                   <C>                 <C>
Operating Revenues
   International and U.S. Floater Contract Drilling Services   $             595.1   $            95.3   $           550.2
   Gulf of Mexico Shallow and Inland Water                                   336.1                37.0               220.4
   Elimination of intersegment revenues                                       (6.2)               (3.7)              (13.5)
                                                               --------------------  ------------------  ------------------
       Total Operating Revenues                                $             925.0   $           128.6   $           757.1
                                                               --------------------  ------------------  ------------------

Income (Loss) Before Income Taxes, Minority Interest and
 Extraordinary Items
   International and U.S. Floater Contract Drilling Services   $              27.3   $             7.6   $           118.1
   Gulf of Mexico Shallow and Inland Water                                    47.2               (52.9)               (8.5)
                                                               --------------------  ------------------  ------------------
                                                                              74.5               (45.3)              109.6
Unallocated general and administrative expense                                (6.1)              (60.8)              (20.9)
Unallocated other income (expense)                                           (88.8)              (19.1)             (130.9)
                                                               --------------------  ------------------  ------------------
       Total Loss Before Income Taxes, Minority
           Interest and Extraordinary Items                    $             (20.4)  $          (125.2)  $           (42.2)
                                                               ====================  ==================  ==================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

                                                           September 30,     December 31,
                                                               2001              2000
                                                           -----------      -------------
<S>                                                        <C>               <C>
International and U.S. Floater Contract Drilling Services  $   6,240.5       $  3,126.5
Gulf of Mexico Shallow and Inland Water                        2,749.2          1,164.6
Unallocated Corporate                                             22.3            503.8
                                                           -----------       ------------
  Total Assets                                             $   9,012.0       $  4,794.9
                                                           ===========       ============
</TABLE>

Note  6  -  Other

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

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

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

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

     During  the  nine months ended September 30, 2001, the Company sold certain
non-strategic  assets.  The  Company  received net proceeds of approximately $84
million.  These  sales  resulted in a pre-tax gain of $5.8 million for the three
and  nine  months  ended  September  30,  2001.

     In  July  2000,  the  Company's  wholly owned subsidiary, R&B Falcon Subsea
Development  Inc.,  and its majority owned subsidiary, Devco, sold their Gulf of
Mexico  oil and gas properties to Enterprise Oil for approximately $127 million.
As  a  result,  the Company recorded a pre-tax gain of approximately $68 million
for  the  three  months  ended  September  30,  2000  from  this  sale.

Note  7  -  Contingencies

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

     The  Falcon  100  and  Deepwater  Expedition  were completed later than the
required  commencement  dates  under  the  drilling contracts with the Brazilian
government-controlled  oil  company,  Petrobras,  for  such  rigs  and  at costs
significantly  in excess of original estimates. Petrobras cancelled the drilling
contract  for  the Falcon 100 due to late delivery. The Company has analyzed its
rights relating to such termination and decided not to pursue any further action
against  Petrobras.  Petrobras  also  demanded  a late delivery penalty of $10.0
million  under  the  Deepwater  Expedition contract for delay in commencement of
operations and has withheld this amount from contract revenues. The Company does
not intend to pursue any further action against Petrobras for the application of
the  penalty.  These  actions  did  not  have  a  material adverse effect on the
Company's  business  or  consolidated  financial  position.

     In  October  2001,  the  Company  was  notified  by  the U.S. Environmental
Protection  Agency  ("EPA")  that  the  EPA  had  identified a subsidiary of the
Company  as  a potentially responsible party in connection with the Palmer Barge
Line superfund site located in Port Arthur, Jefferson County, Texas. The EPA has
not  yet  provided substantive information to the Company relating to the extent
of  the  pollution at the site, the remediation costs incurred to date or future
estimated  remediation  costs.  The  Company does not know at this time how many
other  potentially  responsible  parties  have  been  identified by the EPA. The
Company  continues  to  investigate  the  matter.

     The Company has certain actions or claims pending that have been previously
discussed  and reported in the Company's Annual Report on Form 10-K for the year
ended  December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended
June  30,  2001  and  the  Company's other reports filed with the Securities and
Exchange  Commission.  There  have  been  no   material  developments  in  these
previously  reported matters. The Company and its subsidiaries are involved in a
number of other lawsuits, all of which have arisen in the ordinary course of the
Company's business. The Company does not believe that the ultimate liability, if
any,  resulting  from  any  such  other  pending litigation will have a material
adverse  effect  on  its  business  or  consolidated  financial  position.

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

     Letters  of  Credit  and  Surety  Bonds - The Company had letters of credit
outstanding  at  September 30, 2001 totaling $56.1 million under a $70.0 million
letter  of  credit  facility entered into with three banks. Under this facility,
the  Company  pays letter of credit fees of 1.5 percent per annum and commitment
fees  of  0.375 percent per annum, respectively. This facility, which matures in
April  2004,  requires a collateral value ratio of 1.75 times the commitment and
is  secured  by  mortgages  on five drilling units, the J.W. McLean, J.T. Angel,
Randolph  Yost,  D.R. Stewart and George H. Galloway. The outstanding letters of
credit  guarantee  various  contract  bidding  and  insurance  activities.

     As  is  customary  in  the contract drilling business, the Company also has
various  surety  bonds  in place that secure customs obligations relating to the
importation of the Company's rigs and certain performance and other obligations.

Note  8  -  Related  Party  Transactions

     Long-Term  Advances  from  Related Party - The Company is a party to a $1.8
billion  two-year  revolving  credit  agreement  (the  "Two-Year Revolver") with
Transocean, dated April 6, 2001. Amounts outstanding under the Two-Year Revolver
bear  interest  quarterly  at  a  rate of the London Interbank Offered Rate plus
0.575  percent  to  1.300 percent depending on the Company's non-credit enhanced
senior  unsecured  public  debt  rating. The Company recognized $8.2 million and
$25.1  million in interest expense for the three and nine months ended September
30,  2001,  respectively.  At  September 30, 2001, $55.8 million was outstanding
under  the  Two-Year  Revolver.

     Allocation  of  Administrative  Costs - A subsidiary of Transocean provides
certain  administrative support to the Company. Transocean charges the Company a
proportional  share  of  its  administrative  costs  based  on  estimates of the
percentage  of  work  the  individual  Transocean  departments  perform  for the
Company.  In  the  opinion  of  management, the Company is being charged for all
costs  incurred on its behalf by Transocean under a comprehensive and reasonable
cost  allocation method. The amount of expense allocated to the Company was $1.2
million and $2.4 million for the three and nine months ended September 30, 2001,
respectively,  of  which $0.6 million and $1.2 million was classified as general
and  administrative  expense and $0.6 million and $1.2 million was classified as
operating  and maintenance expense for the three and nine months ended September
30,  2001,  respectively.

     Sale  of  Drilling  Rigs  -  In  August  2001,  the  Company and one of its
Subsidiaries   sold,  in  separate   transactions,  the  Jack  Bates,  Deepwater
Millennium, Deepwater Expedition, Peregrine I, Deepwater Horizon, C. Kirk Rhein,
Falcon  100,  Deepwater   Navigator   and   Deepwater  Discovery  to  TOIVL.  In
consideration  for  the sales of these drilling units, $1.2 billion of debt owed
by  the  Company  to  Transocean  was  cancelled.  In  addition, TOIVL delivered
promissory  notes due August 17, 2011 bearing interest at 5.72 percent per annum
and  in  the aggregate principal amount of $425.0 million.  The sale of the rigs
to  TOIVL resulted in a pre-tax loss of $61.2 million for the three months ended
September  30,  2001.  At  the time of the sales, each of the drilling units was
being  utilized  in  connection with a drilling contract between a subsidiary of
the  Company  and  a  customer.  These  contracts  were  not transferred and the
Company  and its subsidiaries have secured the use of the drilling units for the
purpose  of  performing  these contracts through charters or other arrangements.


<PAGE>
Item  2.  Management's  Narrative  Analysis  of  Results  of  Operations

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

Business  Combination

     On  August  19,  2000,  the  Company  entered into an Agreement and Plan of
Merger  with  Transocean,  a  Cayman  Islands company, whereby each share of the
Company's common stock would convert into 0.5 ordinary shares of Transocean (the
"TSF  Merger").   The common shareholders of the Company approved the TSF Merger
at  a  special meeting on December 12, 2000. On January 31, 2001, the TSF Merger
was  completed  and  the  Company  became an indirect wholly owned subsidiary of
Transocean. The current directors of the Company were elected at the time of the
TSF  Merger. In connection with the TSF Merger, Transocean also assumed warrants
and  options  exercisable  for  R&B Falcon common stock prior to the TSF Merger.
Such  warrants  and  options  are  exercisable  for   approximately  13  million
Transocean  ordinary shares. The TSF Merger was accounted for as a purchase with
Transocean  as  the  accounting  acquiror.  Accordingly,  the purchase price was
allocated  to the assets and liabilities of the Company based on their estimated
fair  values  as  of January 31, 2001 with the excess accounted for as goodwill.
The  purchase price adjustments were "pushed down" to the consolidated financial
statements  of  the  Company.  The accompanying condensed consolidated financial
statements  for  the  periods  ended on or before January 31, 2001 were prepared
using  the  Company's  historical  basis  of  accounting  and  are designated as
"Pre-Acquisition."  The accompanying condensed consolidated financial statements
for  the  period  subsequent  to January 31, 2001 include the effects of the TSF
Merger  and  are  designated  as  "Post-Acquisition."

     In  January 2001, in connection with the TSF Merger, the Company recorded a
pre-tax  expense  of  approximately  $58  million  including:  1)  payment of an
investment  advisory  fee  of  $19.6  million  to  Morgan Stanley; 2) payment of
termination  benefits  of  $25.1  million  to seven employees in accordance with
employment  contracts;  and  3)  recording  of  a $9.5 million charge due to the
acceleration  of  vesting  of  certain stock options and restricted stock grants
previously  awarded  to  certain employees. In addition, the Company contributed
its inland marine support vessel business, consisting primarily of shallow water
tugs,  crewboats  and  utility  barges,  to  Delta  Towing Holdings, LLC ("Delta
Towing").  In  connection  with  this contribution, the Company received secured
contingent  notes totaling $144.0 million and a 25 percent ownership interest in
Delta  Towing.  The Company recorded a pre-tax charge of $64.0 million, which is
included  in  operating  and  maintenance  expense,  as  a  reserve  against the
contingent notes in January 2001. The remaining 75 percent ownership interest is
beneficially  owned  by  unrelated  third  parties.

     In  conjunction with the TSF Merger, the Company established a liability of
$15.9  million  for  the  estimated  severance related costs associated with the
involuntary   termination  of  569  of  the  Company's   employees  pursuant  to
management's  plan  to   consolidate  operations  and  administrative  functions
post-merger.  Included  in  the  569  planned  involuntary terminations were 387
employees  engaged  in  the  Company's  land  and  barge  drilling  business  in
Venezuela.  Transocean  has  suspended  active  marketing efforts to divest this
business  and, as a result, the estimated liability was adjusted by $4.3 million
in  the  third quarter of 2001 with an offset to goodwill. Through September 30,
2001, approximately $11 million in severance related costs have been paid to 170
employees  whose  positions  were eliminated as a result of the consolidation of
operations  and  administrative  functions  post-merger. The Company anticipates
that substantially all of the remaining amounts will be paid by the end of 2001.

Operating  Results

     Nine  months  ended  September  30,  2001  compared  to  Nine  months ended
September  30,  2000

     Net  loss  applicable  to  common  shareholders  for  the nine months ended
September  30,  2001  was $164.9 million compared to a net loss of $87.1 million
for  the  same  period  in  2000.  Operating  revenues  increased $296.5 million
primarily as a result of increased utilization, $93.6 million from four newbuild
drilling units placed into service since the second quarter of 2000, recognition
of  $10.7  million related to a loss of hire claim for an incident that occurred
in  November  2000, the reactivation of three rigs in the North Sea and the Gulf
of  Mexico  Shallow and Inland Water business segment earning higher dayrates in
2001.  Operating and maintenance expense increased $115.9 million as a result of
a  $64.0  million  charge  recorded  as  a reserve against contingent notes (see
"-Business  Combination"),  increased  utilization  and  the  activation of four
newbuild  drilling  units since the second quarter of 2000. Depreciation expense
increased  $44.4  million  primarily due to increased depreciation from property
and  equipment  fair   value  adjustments   (see  "-Business  Combination")  and
depreciation  expense  in  2001  for  four  newbuild  drilling units placed into
service  since the second quarter of 2000. Goodwill amortization increased $91.7
million  primarily  as  a  result  of the TSF Merger. General and administrative
expense  for  the  one  month  ended January 31, 2001 included approximately $58
million  of  expenses  related  to the TSF Merger (see "-Business Combination").
General and administrative expense for the eight months ended September 30, 2001
were  lower  than  the corresponding period in 2000 primarily as a result of the
TSF  Merger. Gain (loss) from sale of assets for the nine months ended September
30, 2001 decreased $124.9 million. For the nine months ended September 30, 2001,
the  Company recorded a loss from the sale of assets to a related party of $61.2
million.  For  the  nine months ended September 30, 2000, the Company recorded a
gain  of  approximately  $68 million from the sale of its Gulf of Mexico oil and
gas  properties.  See Note 8 of the Condensed Consolidated Financial Statements.
Preferred  stock  dividends and accretion decreased by $39.8 million as a result
of  the  redemption of the preferred stock in the fourth quarter of 2000. During
the nine months ended September 30, 2001, the Company recognized a $17.3 million
extraordinary  loss,  net of tax, related to the early extinguishment of certain
debt.  See  Note 4 of the Condensed Consolidated Financial Statements. Depending
on  market  conditions,  the  Company  or its affiliates may seek to repurchase,
redeem  or  otherwise  acquire  additional  debt  securities.

Forward-Looking  Information

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

Item  3.  Quantitative  and  Qualitative  Disclosures  about  Market  Risk

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

                          PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

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

     The  Falcon  100  and  Deepwater  Expedition  were completed later than the
required  commencement  dates  under  the  drilling contracts with the Brazilian
government-controlled  oil  company,  Petrobras,  for  such  rigs  and  at costs
significantly  in excess of original estimates. Petrobras cancelled the drilling
contract  for  the Falcon 100 due to late delivery. The Company has analyzed its
rights relating to such termination and decided not to pursue any further action
against  Petrobras.  Petrobras  also  demanded  a late delivery penalty of $10.0
million  under  the  Deepwater  Expedition contract for delay in commencement of
operations and has withheld this amount from contract revenues. The Company does
not intend to pursue any further action against Petrobras for the application of
the  penalty.  These  actions  did  not  have  a  material adverse effect on the
Company's  business  or  consolidated  financial  position.

       In  October  2001,  the Company  was notified by  the U.S.  Environmental
Protection  Agency  ("EPA")  that  the  EPA  had  identified a subsidiary of the
Company  as  a potentially responsible party in connection with the Palmer Barge
Line superfund site located in Port Arthur, Jefferson County, Texas. The EPA has
not  yet  provided substantive information to the Company relating to the extent
of  the  pollution at the site, the remediation costs incurred to date or future
estimated  remediation  costs.  The  Company does not know at this time how many
other  potentially  responsible  parties  have  been identified by the EPA.  The
Company  continues  to  investigate  the  matter.

     The Company has certain actions or claims pending that have been previously
discussed  and reported in the Company's Annual Report on Form 10-K for the year
ended  December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended
June  30,  2001  and  the  Company's other reports filed with the Securities and
Exchange  Commission.  There   have  been  no  material  developments  in  these
previously  reported matters. The Company and its subsidiaries are involved in a
number of other lawsuits, all of which have arisen in the ordinary course of the
Company's business. The Company does not believe that the ultimate liability, if
any,  resulting  from  any  such  other  pending litigation will have a material
adverse  effect  on  its  business  or  consolidated  financial  position.

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

Item  6.  Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

     The  following  exhibits  are  filed  in  connection  with  this  Report:

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

  *2.2  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the Jack Bates (incorporated by reference to R&B Falcon's Current Report on Form
        8-K  filed  on  August  31,  2001)

  *2.3  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  Deepwater  Millennium  (incorporated  by  reference to R&B Falcon's Current
        Report  on  Form  8-K  filed  on  August  31,  2001)

  *2.4  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  Deepwater  Expedition  (incorporated  by  reference to R&B Falcon's Current
        Report  on  Form  8-K  filed  on  August  31,  2001)

  *2.5  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  Peregrine  I  (incorporated  by reference to R&B Falcon's Current Report on
         Form  8-K  filed  on  August  31,  2001)

  *2.6  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  Deepwater Horizon (incorporated by reference to R&B Falcon's Current Report
        on  Form  8-K  filed  on  August  31,  2001)

  *2.7  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  C.  Kirk Rhein (incorporated by reference to R&B Falcon's Current Report on
        Form  8-K  filed  on  August 31,  2001)

  *2.8  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the Falcon 100 (incorporated by reference to R&B Falcon's Current Report on Form
        8-K  filed  on  August  31,  2001)

  *2.9  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  Deepwater  Navigator  (incorporated  by  reference  to R&B Falcon's Current
        Report  on  Form  8-K  filed  on  August  31,  2001)

 *2.10  Drilling  Rig  Sales  Agreement  dated  as of August 17, 2001 between R&B Falcon
        Drilling  Co. and Transocean Offshore International Ventures Limited relating to
        the  Deepwater  Discovery  (incorporated  by  reference  to R&B Falcon's Current
        Report  on  Form  8-K  filed  on  August  31,  2001)
<FN>
_____
*  Incorporated  by  reference  as  indicated.

     (b)  Reports  on  Form  8-K

     The Company filed a  Current Report on  Form 8-K on  August 31, 2001 to report the
     disposition of certain drilling units and related pro forma  information.
</TABLE>


<PAGE>
                                   SIGNATURES

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

                                    R&B  FALCON  CORPORATION


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



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


<PAGE>