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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, 2000
                                  or
 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934



                    Commission file number 1-13729

                        R&B FALCON CORPORATION

        (Exact name of registrant as specified in its charter)

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

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

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



Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.  Yes _X_    No___


      NUMBER OF SHARES OUTSTANDING OF REGISTRANT'S COMMON STOCK
                   AT MARCH 31, 2000:  194,067,037




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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, 2000 and
1999,  include, in the opinion of the Company, all adjustments (which  only
consist  of  normal recurring adjustments) necessary to present fairly  the
financial  position  and  results  of operations  for  such  periods.   The
financial  data  for the three months ended March 31, 2000 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,  2000
are  not  necessarily  indicative of results of operations  which  will  be
realized  for the year ending December 31, 2000.  The financial  statements
should  be  read in conjunction with the Company's Form 10-K for  the  year
ended December 31, 1999.


                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEET
                               (in millions)

                                                    MARCH 31,  DECEMBER 31,
                                                       2000        1999
                                                    ---------   ---------
                                                   (unaudited)
 ASSETS
 ------
 CURRENT ASSETS:
   Cash and cash equivalents, gross                 $   355.8   $   415.5
   Less cash dedicated to capital projects              (79.8)     (160.4)
                                                    ---------   ---------
   Cash and cash equivalents, net                       276.0       255.1
   Short-term investments                               153.8       301.5
   Accounts receivable:
     Trade, net                                         139.5       141.3
     Other                                               63.2        86.0
   Materials and supplies inventory                      61.3        52.6
   Drilling contracts in progress                         7.7        16.7
   Other current assets                                  19.3        19.7
                                                    ---------   ---------
     Total current assets                               720.8       872.9
                                                    ---------   ---------
 INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED
   INVESTEES                                             81.7        82.7
                                                    ---------   ---------
 PROPERTY AND EQUIPMENT:
   Drilling                                           4,150.0     4,041.1
   Other                                                269.8       256.1
                                                    ---------   ---------
     Total property and equipment                     4,419.8     4,297.2
   Accumulated depreciation                            (704.4)     (662.0)
                                                    ---------   ---------
     Net property and equipment                       3,715.4     3,635.2
                                                    ---------   ---------
 GOODWILL, NET OF ACCUMULATED AMORTIZATION               87.3        84.8
                                                    ---------   ---------
 DEFERRED CHARGES AND OTHER ASSETS                      178.6       246.3
                                                    ---------   ---------
 TOTAL ASSETS                                       $ 4,783.8   $ 4,921.9
                                                    =========   =========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------
 CURRENT LIABILITIES:
   Long-term obligations due within one year        $    34.0   $    20.1
   Accounts payable - trade                              36.7       110.7
   Accrued liabilities                                  209.6       227.8
                                                    ---------   ---------
     Total current liabilities                          280.3       358.6
 LONG-TERM OBLIGATIONS                                2,919.5     2,933.4
 OTHER NONCURRENT LIABILITIES                            43.0        39.7
 DEFERRED INCOME TAXES                                   38.6        53.2
                                                    ---------   ---------
     Total liabilities                                3,281.4     3,384.9
                                                    ---------   ---------
 COMMITMENTS AND CONTINGENCIES

 MINORITY INTEREST                                       57.8        56.6
                                                    ---------   ---------
 REDEEMABLE PREFERRED STOCK                             288.8       276.0
                                                    ---------   ---------
 STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value                           1.9         1.9
   Capital in excess of par value                     1,117.3     1,113.4
   Retained earnings                                     43.9        95.9
   Other                                                 (7.3)       (6.8)
                                                    ---------   ---------
     Total stockholders' equity                       1,155.8     1,204.4
                                                    ---------   ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 4,783.8   $ 4,921.9
                                                    =========   =========

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


                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

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

                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                         ------------------
                                                           2000       1999
                                                         -------    -------
OPERATING REVENUES:
  Deepwater                                              $  70.4    $  90.2
  Shallow water                                             45.1       66.8
  Inland water                                              26.5       31.0
  Engineering services and land operations                  63.6       55.8
  Development                                                1.9         -
                                                         -------    -------
        Total operating revenues                           207.5      243.8
                                                         -------    -------
COSTS AND EXPENSES:
  Deepwater                                                 45.1       43.3
  Shallow water                                             32.2       48.3
  Inland water                                              27.4       27.9
  Engineering services and land operations                  50.5       38.3
  Development                                                 .8        1.0
  Depreciation and amortization                             44.2       36.5
  General and administrative                                14.5       15.8
                                                         -------    -------
        Total costs and expenses                           214.7      211.1
                                                         -------    -------
OPERATING INCOME (LOSS)                                     (7.2)      32.7
                                                         -------    -------
OTHER INCOME (EXPENSE):
  Interest expense, net of capitalized interest            (51.9)     (28.4)
  Interest income                                            9.2        4.6
  Income (loss) from equity investees plus related income   (3.6)        .6
  Other, net                                                 (.4)       (.2)
                                                         -------    -------
        Total other income (expense)                       (46.7)    (23.4)
                                                         -------    -------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY
  INTEREST AND EXTRAORDINARY LOSS                          (53.9)       9.3
                                                         -------    -------
INCOME TAX EXPENSE  (BENEFIT):
  Current                                                   (2.1)       7.8
  Deferred                                                 (14.5)      (4.5)
                                                         -------    -------
        Total income tax expense (benefit)                 (16.6)       3.3
                                                         -------    -------
MINORITY INTEREST                                           (1.8)      (2.7)
                                                         -------    -------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS                    (39.1)       3.3
EXTRAORDINARY LOSS, NET OF TAX BENEFIT                        -        (1.7)
                                                         -------    -------
NET INCOME (LOSS)                                          (39.1)       1.6
DIVIDENDS AND ACCRETION ON PREFERRED STOCK                  12.9         -
                                                         -------    -------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS      $ (52.0)   $   1.6
                                                         =======    =======
NET INCOME (LOSS) PER COMMON SHARE:
  Basic:
     Income (loss) before extraordinary loss and after
       preferred stock dividends                         $  (.27)   $   .02
     Extraordinary loss                                      -         (.01)
                                                         -------    -------
          Net income (loss)                              $  (.27)   $   .01
                                                         =======    =======
  Diluted:
     Income (loss) before extraordinary loss and after
       preferred stock dividends                         $  (.27)   $   .02
     Extraordinary loss                                      -         (.01)
                                                         -------    -------
          Net income (loss)                              $  (.27)   $   .01
                                                         =======    =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                    193.0      192.5
                                                         =======    =======
  Diluted                                                  193.0      193.5
                                                         =======    =======

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



                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF CASH FLOWS
                         (in millions)(unaudited)
                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                             ----------------
                                                               2000     1999
                                                             -------  -------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                         $ (39.1)  $   1.6
  Adjustments to reconcile net income (loss) to net
   cash (used in) provided by operating activities:
    Depreciation and amortization                              44.2      36.5
    Deferred income taxes                                     (14.5)     (5.1)
    Recognition of deferred expenses                            3.7       2.6
    Deferred compensation                                        .9       1.2
    (Income) loss from equity investees plus related income     3.6       (.6)
    Minority interest in income of consolidated subsidiaries    1.8       2.7
    Extraordinary loss from extinguishment of
     debt, net of tax benefit                                    -        1.7
    Changes in assets and liabilities:
      Accounts receivable, net                                 24.6      32.3
      Materials and supplies inventory                         (6.2)     (4.2)
      Drilling contracts in progress                            9.0       1.7
      Deferred charges and other assets                       (16.5)    (25.6)
      Accounts payable - trade                                (74.0)     (7.4)
      Accrued liabilities                                     (17.8)     (4.9)
      Accrued interest                                          6.3      34.5
      Income taxes                                             (9.8)      5.4
      Other, net                                                1.5       3.3
                                                            -------   -------
        Net cash (used in) provided by operating activities   (82.3)     75.7
                                                            -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Dispositions of property and equipment                         -        1.4
  Purchases of property and equipment                        (126.1)   (236.3)
  Decrease in cash dedicated to capital projects               80.6        -
  Sale (purchase) of short-term investments                   147.7     (34.0)
  Increase in investments in and advances to
    unconsolidated investees                                   (2.6)   (142.3)
                                                            -------   -------
        Net cash provided by (used in) investing activities    99.6    (411.2)
                                                            -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net payments on revolving credit facilities                    -     (150.0)
  Net payments on short-term obligations                         -     (123.4)
  Proceeds from long-term obligations                            -    1,000.0
  Principal payments on long-term obligations                    -       (2.0)
  Distribution to minority shareholders of
   consolidated subsidiaries, net of contributions              (.6)    (21.0)
  Exercise of stock options                                     4.2        -
  Other                                                          -        (.4)
                                                            -------   -------
         Net cash provided by financing activities              3.6     703.2
                                                            -------   -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                      20.9     367.7

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              255.1     177.4
                                                            -------   -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $ 276.0   $ 545.1
                                                            =======   =======
Supplemental Cash Flow Disclosures:
  Interest paid, net of capitalized interest                $  60.5   $   7.6
  Income taxes paid                                         $  13.4   $   3.0

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


                          R&B FALCON CORPORATION
                             AND SUBSIDIARIES

            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               (unaudited)


A)   SIGNIFICANT ACCOUNTING POLICIES

          CASH  AND CASH EQUIVALENTS - At March 31, 2000, $33.9 million  of
     cash,  cash  equivalents  and short-term investments  related  to  the
     Company's  majority-owned subsidiary Arcade  Drilling  AS  ("Arcade").
     Arcade's  cash,  cash  equivalents  and  short-term  investments   are
     available to Arcade for all purposes subject to restrictions under the
     Standstill  Agreement dated as of August 31, 1991.  Such  restrictions
     preclude the Company from borrowing any cash from Arcade.

          In  the  third quarter of 1999, the Company completed the project
     financing for the Deepwater Nautilus and the Deepwater Frontier (which
     the  Company owns 60%) and as a result $79.8 million of the  Company's
     cash  at March 31, 2000 was restricted as to use. Such amount consists
     of   $29.8  million related to the financing of the Deepwater Nautilus
     and  will  be used for capital expenditures and certain principal  and
     interest  payments.  The  remaining  $50.0  million  relates  to   the
     financing  for  the  construction  of  the  Deepwater  Frontier  which
     collateralizes a five year standby letter of credit that  the  Company
     was  required  to secure for the limited liability company  to  obtain
     such  financing. As a result of the above, the cash dedicated to these
     capital projects has been reclassified to Other Assets.

          GOODWILL  - Goodwill was recorded as a result of the purchase  of
     Cliffs   Drilling  Company  ("Cliffs  Drilling")  in  December   1998.
     Goodwill  has increased $3.0 million since December 31,  1999  as  the
     result of a previously unrecognized income tax contingency incurred by
     Cliffs  Drilling prior to December 1998. For the  three  months  ended
     March 31, 2000 and 1999 amortization of goodwill was $.5  million  and
     $.4 million, respectively.

          CAPITALIZED   INTEREST   -  The  Company   capitalizes   interest
     applicable to the construction and significant upgrades of its  marine
     equipment  as  a  cost of such assets.  Interest capitalized  for  the
     three months ended March 31, 2000 and 1999 was $17.2 million and $14.6
     million,  respectively.   Interest  capitalized  is  included   as   a
     reduction  of  interest  expense  in  the  Consolidated  Statement  of
     Operations.

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

          NEWLY  ISSUED ACCOUNTING STANDARDS - In December 1999, SEC  Staff
     Accounting  Bulletin:  No.  101  - Revenue  Recognition  in  Financial
     Statements ("SAB 101") was issued. SAB 101 summarizes certain  of  the
     staff's views in applying generally accepted accounting principles  to
     revenue  recognition  in  financial statements.   In  March  2000,  an
     amendment  to  SAB 101 was issued allowing the Company to  extend  its
     evaluation  of  SAB  101 by three months.  The  Company  believes  its
     accounting  practices are consistent with this rule but will  complete
     its evaluation in the second quarter of 2000.

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

B)   CONTINGENCIES

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

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

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

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

          In  March  1997,  an  action was filed by Mobil  Exploration  and
     Producing  U.S.  Inc.  and  affiliates, St. Mary  Land  &  Exploration
     Company  and affiliates and Samuel Geary and Associates, Inc.  against
     Cliffs  Drilling, its underwriters and insurance broker  in  the  16th
     Judicial  District Court of St. Mary Parish, Louisiana. The plaintiffs
     alleged  damages amounting to in excess of $50.0 million in connection
     with  the  drilling of a turnkey well in 1995 and 1996.  The case  was
     tried  before  a  jury  in January and February  2000,  and  the  jury
     returned  a  verdict of approximately $30.0 million in  favor  of  the
     plaintiffs for excess drilling costs, loss of insurance proceeds, loss
     of hydrocarbons and interest. However, the trial court has not entered
     a  judgment  on  the verdict, as there are a number of matters  to  be
     ruled upon before doing so.  If a judgment is entered on such verdict,
     Cliffs  Drilling intends to appeal and believes its efforts to  do  so
     will  be successful.  The Company believes all but the portion of  the
     verdict  representing  excess  drilling costs  of  approximately  $4.7
     million  is covered by relevant primary and excess liability insurance
     policies  of  Cliffs  Drilling;  however,  two  insurers  have  denied
     coverage and  the  others  have  reserved their rights.  If necessary,
     Cliffs  Drilling  and  the  Company  intend  to take appropriate legal
     action  to  enforce  Cliffs  Drilling's  rights  with  respect to such
     policies.   At  this  time  Cliffs  Drilling  and  the Company believe
     adequate  reserves  have  been established to protect the interests of
     Cliffs Drilling  and the Company in this matter.

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

C)   SEGMENT INFORMATION

          Segment information for the three months ended March 31, 2000 and
     1999 is as follows (in millions):

                                               Three Months Ended
                                                   March 31,
                                               -----------------
                                                 2000      1999
                                               -------   -------
    Operating revenues by segment:
      Deepwater                                $  70.7   $  90.2
      Shallow water                               47.5      67.3
      Inland water                                27.9      31.0
      Engineering services and land operations    63.6      55.8
      Development                                  1.9        -
      Intersegment                                (4.1)      (.5)
                                               -------   -------
         Total operating revenues              $ 207.5   $ 243.8
                                               =======   =======
    Operating income (loss) by segment:
      Deepwater                                $   6.3   $  34.0
      Shallow water                               (1.7)      4.7
      Inland water                                (6.5)     (3.8)
      Engineering services and land operations    10.0      15.6
      Development                                   .7      (1.1)
                                               -------   -------
                                                   8.8      49.4
      Unallocated depreciation and amortization   (1.5)      (.9)
      Unallocated general and administrative     (14.5)    (15.8)
                                               -------   -------
      Operating income (loss)                  $  (7.2)  $  32.7
                                               =======   =======

          For  the  three months ended March 31, 2000, revenues from  PDVSA
     Exploration and Production of $32.5 million ($31.9 million reported in
     the  engineering services and land operations segment and $.6  million
     reported  in  the  inland water segment) accounted for  15.7%  of  the
     Company's consolidated operating revenues. For the three months  ended
     March  31,  1999,  revenues from 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 consolidated
     operating revenues.

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

                                                 March 31, December 31,
                                                   2000        1999
                                                ---------   ---------
      Deepwater                                 $ 2,878.3   $ 2,942.5
      Shallow water                               1,203.0     1,263.5
      Inland water                                  344.4       227.7
      Engineering services and land operations      134.4       172.5
      Development                                    56.4        49.5
      Corporate                                     167.3       266.2
                                                ---------   ---------
              Total                             $ 4,783.8   $ 4,921.9
                                                =========   =========

D)   EARNINGS PER SHARE

          The  following table summarizes the basic and diluted  per  share
     computations  for income (loss) before extraordinary  loss  and  after
     preferred  stock dividends for the three months ended March  31,  2000
     and 1999 (in millions except per share amounts):

                                                       Three Months
                                                      Ended March 31,
                                                     -----------------
                                                       2000      1999
                                                     -------   -------
     Numerator:
      Income (loss) before extraordinary loss        $ (39.1)  $   3.3
      Dividends and accretion on preferred stock       (12.9)       -
                                                     -------   -------
      Income (loss) before extraordinary loss
        and after preferred stock dividends -
        basic and diluted                            $ (52.0)  $   3.3
                                                     =======   =======
     Denominator:
      Weighted average common shares
        outstanding - basic                            193.0     192.5
      Outstanding stock options and restricted
        stock awards                                      -        1.0
                                                     -------   -------
      Weighted average common shares outstanding
        - diluted                                      193.0     193.5
                                                     =======   =======
     Earnings per share:
      Income (loss) before extraordinary loss
        and after preferred stock dividends:
            Basic                                    $  (.27)  $   .02
            Diluted                                  $  (.27)  $   .02

E)   STOCK AWARDS

          During the first three months of 2000, the Company granted  stock
     options,  with respect to the Company's common stock, of approximately
     2,122,461  shares to executive officers and certain employees  of  the
     Company  and approximately 109,500 shares to non-employee  members  of
     the  board of directors. Such options vest at varying times  from  six
     months  to three years and were granted at prices ranging from $12.469
     to  $12.719  per share (the market price on the date of grants).   All
     such  options expire ten years from the date of grant.   Also  in  the
     first  three months of 2000, restricted stock awards with  respect  to
     135,300 shares were granted to certain employees of the Company.  Such
     shares  awarded are restricted as to transfer until fully vested  four
     years  from the date of grant.  The market value at the date of  grant
     of  the common stock granted was recorded as unearned compensation and
     will be expensed ratably over the period during which the shares vest.




                 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,  2000, and the related consolidated statements of operations  and  cash
flows  for  the three months ended March 31, 2000 and 1999. These financial
statements are the responsibility of the Company's management.

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

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




/s/Arthur Andersen LLP

Houston, Texas
May 2, 2000



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

Industry Conditions

     Activity  in  the contract drilling industry and related oil  and  gas
service  businesses  deteriorated significantly in 1999  due  primarily  to
decreased worldwide demand for drilling rigs and related services resulting
from  a substantial decline in crude oil prices experienced in 1998 through
the  first quarter of 1999. In mid 1999, crude oil prices began a recovery,
but  there  can be no assurance that demand for drilling rigs  and  related
services  will  recover in a similar manner. To date, demand  for  drilling
rigs has not recovered to the levels experienced in 1996-1998.  Oil and gas
companies'  demand  for offshore drilling services are a  function  of:  1)
current  and  projected  oil  and gas prices, 2)  government  taxation  and
concession/leasing policies, 3) the oil and gas company's  lease  inventory
and  existing  drilling commitments on leases held,  4)  the  oil  and  gas
company's free cash flow and general funding availability, 5) the  oil  and
gas  company's  internal reserve replacement requirements, 6)  geopolitical
factors (e.g., the drive for national hydrocarbons self sufficiency).   The
first  factor is generally the most important.  In particular, the domestic
shallow  water market tends to be primarily driven by the price of  natural
gas.  Changes in demand for exploration and production services can  impact
the  Company's  liquidity  as  supply and demand  factors  directly  affect
utilization and dayrates, which are the primary determinants of  cash  flow
from the Company's operations. In late 1998 and early 1999, lower crude oil
and  gas prices reduced exploration and production spending, which  led  to
significantly   lower  dayrates  and  utilization  for  offshore   drilling
companies,  particularly  in the U.S. Gulf of Mexico.  Management  believes
such  decline  in  demand  also contributed to terminated  or  renegotiated
contracts  for  certain  of the Company's deepwater  rigs.  Crude  oil  and
natural gas prices have continued to fluctuate over the last several years.
If  crude  oil and gas prices decline or a weakness in crude  oil  and  gas
prices  continued  for  an  extended  period,  there  could  be  a  further
deterioration  in  both rig utilization and dayrates  which  could  have  a
material adverse effect on the Company's liquidity, financial position  and
results of operations.

Results of Operations

                THREE MONTHS ENDED MARCH 31, 2000 COMPARED
                 TO THREE MONTHS ENDED MARCH 31, 1999

     The  Company's net loss for the three months ended March 31, 2000  was
$39.1  million ($.27 loss per diluted share after preferred stock dividends
and  accretion of $12.9 million) compared with net income of  $1.6  million
($.01 per diluted share) for the same period of 1999.  Included in the 1999
results was a $1.7 million extraordinary loss due to the extinguishment  of
debt obligations.

     Operating   revenues  are  primarily  a  function  of   dayrates   and
utilization. Operating revenues decreased for the three months ended  March
31,  2000  compared  to the same period in 1999.  The revenue  decrease  is
primarily  due  to  lower dayrates and utilization  in  the  deepwater  and
shallow  water  segments, offset by an increase in revenues in  engineering
services due to an increase in the number of turnkey wells completed in the
period,  and  an  increase in revenues in the development  segment  due  to
revenues from the Company's domestic oil and gas interest in Gyrfalcon. For
the  three months ended March 31, 2000 and 1999, revenues from one customer
in  Venezuela (PDVSA Exploration and Production) of $32.5 million and $43.4
million, respectively, accounted for 15.7% and 17.8%, respectively, of  the
Company's total operating revenues.  See "Other" below.

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

     The  decrease in operating expenses for the three months  ended  March
31,  2000  as  compared to the same period in 1999 is attributable  to  the
shallow  water  segment, primarily the international jackup fleet,  due  to
lower  utilization and the cold stacking of some units,  offset  by  higher
operating expenses for the engineering services segment due to an  increase
in the number of turnkey wells completed in the period.

      Depreciation and amortization expense increased for the three  months
ended  March 31, 2000 as compared to the same period in 1999. Such increase
is  primarily due to the activation of the Deepwater Millennium,  Deepwater
Expedition  and  the Falcon 100 in the later part of 1999  and  significant
upgrades of offshore vessels during the past 12 months.

     General & administrative expense decreased for the three months  ended
March 31, 2000 as compared to the same period in 1999 primarily due to cost
savings  associated with the consolidation of the Cliffs Drilling corporate
office with the R&B Falcon corporate office.

     Interest  expense increased for the three months ended March 31,  2000
as  compared  to the same period in 1999 primarily due to the  issuance  of
$1.0  billion  of  senior notes in March 1999 and a $250.0 million  project
financing  in  August  1999,  partially  offset  by  increased  capitalized
interest related to new build and significant upgrade projects.

     Interest income increased for the three months ended March 31, 2000 as
compared  to  the same period in 1999 due to increased cash and  short-term
investment balances during the period.

     Loss from equity investees plus related income increased for the three
months  ended March 31, 2000 as compared to the same period in 1999 due  to
increased  losses  associated  with  the  Deepwater  Frontier,  offset   by
increased  earnings  on the Deepwater Pathfinder, both of  which  commenced
operations in the latter part of the first quarter of 1999.

     Income taxes for the three months ended March 31, 2000 resulted  in  a
benefit  as compared to an expense for the same period in 1999,  which  was
the  result  of  a pretax loss for the three months ended  March  31,  2000
compared to pretax income for the same period in 1999. The Company recorded
the  income  tax benefit for the three months ended March 31,  2000  at  an
effective tax rate of 31% compared to full statutory rates on pretax income
for  the  three months ended March 31, 1999. The lower than full  statutory
rate for the three months ended March 31, 2000 is primarily due to the lack
of  creditability  of  certain foreign tax credits and  other  revised  tax
estimates.

     Minority interest relates primarily to the results of Arcade Drilling,
a  majority-owned subsidiary of the Company. Arcade Drilling reported lower
income  in  the three months ended March 31, 2000 as compared to  the  same
period in 1999 primarily due to lower dayrates on the Henry Goodrich.

     Extraordinary loss for the three months ended March 31, 1999  of  $1.7
million,  after  a tax benefit of $.9 million was due to the extinguishment
of   debt  obligations  in  connection  with  the  issuance  of  new   debt
obligations.   See  Note  A  of  Notes to  Interim  Consolidated  Financial
Statements.

     Dividends and accretion on preferred stock for the three months  ended
March  31,  2000  was  the  result of the Company  issuing  13.875%  Senior
Cumulative Redeemable Preferred Stock in April 1999.

Liquidity and Capital Resources

     Cash Flows

     Net  cash used in operating activities was $82.3 million for the three
months  ended  March  31, 2000 compared to net cash provided  by  operating
activities of $75.7 million for the same period in 1999. The change in cash
flows  from  operating activities is primarily due to the decrease  in  net
income  in 2000 as a result of lower dayrates and utilization, and  changes
in the components of working capital.

     Net  cash provided by investing activities was $99.6 million  for  the
three  months  ended March 31, 2000 compared to net cash used in  investing
activities  of $411.2 million for the same period in 1999.  The  change  in
cash flows from investing activities in 2000 is due to the following: 1)  a
decrease  in  capital expenditures, primarily related to the completion  of
several  of  the Company's significant capital projects, 2) a  decrease  in
investments made in joint venture projects, primarily due to advances  made
in  1999  to  the  limited  liability company that operates  the  Deepwater
Frontier,  3) a reduction of cash dedicated to capital projects  which  was
used for capital expenditures and interest payments (see Note A of Notes to
Interim  Consolidated Financial Statements) and 4) the sale  of  short-term
investments.

     Net  cash  provided by financing activities was $3.6 million  for  the
three  months ended March 31, 2000 compared to $703.2 million for the  same
period  in  1999.  The  change in cash flows from financing  activities  is
primarily  due  to the financing activity in 1999 associated  with  a  $1.0
billion debt offering and repayment of debt obligations with proceeds  from
such debt offering.

     Capital Expenditure Commitments

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

                           Water
                           Depth    Estimated Contract          Expenditures
                         Capability Delivery    Term  Estimated   Through
                           (feet)     Date    (years)   Cost    March 31, 2000
                         ---------- --------- ------- --------- --------------
 Drillships:                                               (in millions)
DEEPWATER PATHFINDER (1)   10,000   Delivered    5    $   277.0    $   276.6
DEEPWATER FRONTIER (2)     10,000   Delivered   2.5       271.0        264.9
DEEPWATER MILLENNIUM       10,000   Delivered  4 (3)      275.0        274.1
DEEPWATER DISCOVERY        10,000     3rd        3        305.0        164.6
                                   quarter 2000
DEEPWATER EXPEDITION       10,000   Delivered    6        230.0        224.1
DEEPWATER NAVIGATOR (4)     7,200   Delivered    3        320.0        306.3
Semisubmersibles:
FALCON 100 (5)              2,400   Delivered    -        125.5        125.5
DEEPWATER NAUTILUS          8,000   Delivered    5        350.0        328.1
DEEPWATER HORIZON          10,000     1st        3        350.0        111.0
                                  quarter 2001
                                                      ---------    ---------
                                                      $ 2,503.5    $ 2,075.2
                                                      =========    =========
_______________________
  (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. During
       1999, both Conoco and the Company used the rig to drill a well and in
       October 1999, under the Company's direction, the rig commenced a two-
       year drilling  contract offshore Brazil with Petrobras.
  (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 the drilling contract for the
       Deepwater  Navigator  in accordance with the contract's terms because
       the drillship had not  been delivered on time. However, the Deepwater
       Navigator  will  commence  a  three-year  drilling  contract offshore
       Brazil for Petrobras in the second quarter of 2000.
  (5)  In May 1999, Petrobras cancelled the drilling contract for the Falcon
       100 based on its interpretation of the cancellation provisions of the
       contract.  The  Company does not believe that Petrobras has the right
       to cancel such contract. The Company has engaged Brazilian counsel to
       pursue  the  Company's  rights  under  the contract.  The Company has
       received a letter  of  intent  from  another customer for a six-month
       drilling contract to commence in the third quarter of 2000.

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

     Liquidity

     The  Company  has substantially completed or is currently constructing
or  significantly  upgrading  nine deepwater  drilling  rigs.  The  Company
estimates  its  capital expenditure commitments on these projects  and  its
other  routine  capital expenditures for the remainder  of  2000  to  total
approximately $430.0 million. As of March 31, 2000, the Company had  $509.6
million  of cash, cash equivalents, cash dedicated to capital projects  and
short-term  investments.  Also, the Company is  considering  certain  asset
sales, including the Seillean and Iolair.

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

Other

     In  April  1998, Cliffs Drilling entered into a turnkey contract  with
PDVSA  Exploration and Production ("PDVSA") to drill 60  turnkey  wells  in
Venezuela. The drilling program commenced in March 1998 and the program was
expected  to  extend  over approximately three and one-half  years  and  to
utilize  seven of the Company's land drilling rigs.   However,  during  the
first  quarter  of  1999, in response to the downturn  in  the  market  and
changes  in both PDVSA's management and its operating policies,  PDVSA  and
the  Company  renegotiated  prices at reduced margins  and  in  the  fourth
quarter of 1999, renegotiations were made at further reduced margins. As of
March 31, 2000, the Company had completed 34 of the 60 wells with one  well
in  progress,  which was completed in April 2000. In February  2000,  PDVSA
cancelled  the turnkey contract for the remaining 25 wells. Although  PDVSA
cancelled  its turnkey contract, some of the rigs that were  working  on  a
turnkey basis are expected to obtain work with PDVSA or other operators  on
either  a  dayrate or integrated services contract basis.  The  Company  is
currently bidding on dayrate contracts with PDVSA which could utilize up to
four rigs.  Also, in December 1999, the Company commenced work under a  new
one-year  dayrate drilling contract with PDVSA utilizing Rig 55  which  had
been previously stacked.

     In  1998, the Company cancelled four drillship conversion projects  in
which the Company had purchased or committed to purchase drilling equipment
for  such  projects. The Company had expected to use some  of  the  surplus
equipment on other construction and/or upgrade projects and to maintain the
balance  as  inventory. A majority of the equipment originally ordered  was
directed to other construction projects. As of March 31, 2000, the  Company
had   approximately  $55.3  million  remaining  of  such  surplus  drilling
equipment.  The Company is continually reviewing the value and  utility  of
such  equipment  and if in the future it is determined the  Company  cannot
realize  the  recorded value of the surplus equipment,  the  Company  could
incur additional write-offs or write-downs of such equipment.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The  Company is exposed to changes in interest rates with  respect  to
its  debt obligations.  The following table sets forth the average interest
rate  for  the scheduled maturity of the Company's debt obligations  as  of
March 31, 2000 (dollars in millions):

                                                                     Extimated
                                                                     Fair Value
                                                                    at March 31,
               2000   2001   2002   2003   2004  Thereafter   Total     2000
             ------ ------ ------ ------- ------ --------- --------- ---------
Fixed
Rate Debt:
 Amount      $ 20.1 $ 41.5 $ 38.6 $ 591.6 $ 44.6 $ 2,219.7 $ 2,956.1 $ 2,842.4
 Average
  interest
  rate       7.324% 7.622% 7.310% 8.268%  7.310%   9.374%    9.056%

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


                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In  March 1997, an action was filed by Mobil Exploration and Producing
U.S.  Inc.  and  affiliates,  St.  Mary  Land  &  Exploration  Company  and
affiliates  and Samuel Geary and Associates, Inc. against Cliffs  Drilling,
its  underwriters and insurance broker in the 16th Judicial District  Court
of St. Mary Parish, Louisiana.  The plaintiffs alleged damages amounting to
in  excess  of $50.0 million in connection with the drilling of  a  turnkey
well  in  1995 and 1996.  The case was tried before a jury in  January  and
February  2000,  and  the  jury returned a verdict of  approximately  $30.0
million  in  favor  of the plaintiffs for excess drilling  costs,  loss  of
insurance  proceeds, loss of hydrocarbons and interest. However, the  trial
court  has not entered a judgment on the verdict, as there are a number  of
matters to be ruled upon before doing so. If a judgment is entered on  such
verdict, Cliffs Drilling intends to appeal and believes its efforts  to  do
so  will  be successful.  The Company believes all but the portion  of  the
verdict representing excess drilling costs of approximately $4.7 million is
covered  by  relevant  primary and excess liability insurance  policies  of
Cliffs  Drilling;  however,  two  insurers  have  denied  coverage and  the
others have  reserved  their rights.  If necessary, Cliffs Drilling and the
Company  intend  to  take  appropriate  legal  action  to  enforce   Cliffs
Drilling's  rights  with  respect  to  such  policies.  At this time Cliffs
Drilling and the Company  believe  adequate  reserves have been established
to protect the interests of Cliffs Drilling and the Company in this matter.

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

Item 6.  Exhibits and Reports on Form 8-K

 (a)  Exhibits

      10.1  - Consent of Note Holder dated February  1,  2000 regarding the
              Note Purchase Agreement, Deepwater Nautilus, dated August 12,
              1999, RBF Exploration Co.

      10.2  - Consent of Surety dated February  1, 2000 regarding the Trust
              Indenture and  Security  Agreement  dated  August 12, 1999 as
              supplemental and  amended by  the  Supplemental Indenture and
              Amendment dated  February 1, 2000.

      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

            There  were  no  Current  Reports  on Form 8-K filed during the
      three months ended March 31, 2000.



                           SIGNATURE




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


                                        R&B FALCON CORPORATION



Date: May 12, 2000                      By /s/T. W. Nagle
                                           ----------------------------
                                           T. W. Nagle
                                           Executive Vice President and
                                           Chief Financial Officer