CLIFFS DRILLING CO
10-Q, 2000-05-12
DRILLING OIL & GAS WELLS
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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 1-12797

                          CLIFFS DRILLING COMPANY

          (Exact name of registrant as specified in its charter)


           Delaware                          76-0248934
  (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)


   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 ___


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


                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 drilling units, general market conditions
prevailing  in  the contract drilling industry (including daily  rates  and
utilization)  and  various  other trends affecting  the  contract  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:

                  Cliffs Drilling Company

     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  prepared  in  accordance  with  generally  accepted  accounting
principles  for  interim financial information.  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.


                          CLIFFS DRILLING COMPANY

                        CONSOLIDATED BALANCE SHEET
                              (in thousands)

                                                 MARCH 31,     DECEMBER 31,
                                                    2000          1999
                                                 ---------     ------------
                                                (unaudited)
ASSETS
- ------
CURRENT ASSETS:
  Cash and cash equivalents                      $  81,189      $ 103,730
  Accounts receivable:
    Trade, net                                      41,319         38,734
    Other                                            6,021         10,013
  Materials and supplies inventory                   8,348          7,684
  Drilling contracts in progress                     7,700         16,674
  Other current assets                               8,558          7,744
                                                 ---------      ---------
     Total current assets                          153,135        184,579
                                                 ---------      ---------
INVESTMENTS IN AND ADVANCES TO
 UNCONSOLIDATED INVESTEES                            4,922          4,657
                                                 ---------      ---------
PROPERTY AND EQUIPMENT:
  Drilling                                         564,906        558,286
  Other                                              4,396          4,171
                                                 ---------      ---------
     Total property and equipment                  569,302        562,457
  Accumulated depreciation, depletion and
  amortization since December 1, 1998              (59,097)       (49,617)
                                                 ---------      ---------
     Net property and equipment                    510,205        512,840
                                                 ---------      ---------
GOODWILL, NET OF ACCUMULATED AMORTIZATION           87,250         84,795
                                                 ---------      ---------
DEFERRED CHARGES AND OTHER ASSETS                    6,768          6,755
                                                 ---------      ---------
TOTAL ASSETS                                     $ 762,280      $ 793,626
                                                 =========      =========
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
CURRENT LIABILITIES:
  Accounts payable - trade                       $  13,995         14,211
  Accrued liabilities                               73,234         75,466
                                                 ---------      ---------
     Total current liabilities                      87,229         89,677

LONG-TERM OBLIGATIONS                              201,769        201,936
OTHER NONCURRENT LIABILITIES                           434          1,957
DEFERRED INCOME TAXES                               39,816         43,050
PAYABLE TO PARENT                                   10,991         28,585
                                                 ---------      ---------
     Total liabilities                             340,239        365,205
                                                 ---------      ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
  Common stock, $.01 par value                           -              -
  Capital in excess of par value                   405,069        405,069
  Retained earnings since December 1, 1998          16,972         23,352
                                                 ---------      ---------
     Total stockholder's equity                    422,041        428,421
                                                 ---------      ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY       $ 762,280      $ 793,626
                                                 =========      =========

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


                       CLIFFS DRILLING COMPANY

                CONSOLIDATED STATEMENT OF OPERATIONS
                           (in thousands)
                             (unaudited)

                                                   THREE MONTHS ENDED
                                                        MARCH 31,
                                                  --------------------
                                                    2000        1999
                                                  --------    --------
OPERATING REVENUES                                $ 75,824    $ 84,470
                                                  --------    --------
COSTS AND EXPENSES:
  Operating expenses                                61,983      56,895
  Depreciation, depletion and amortization          10,600       9,251
  General and administrative                         5,957       2,387
                                                  --------    --------
    Total costs and expenses                        78,540      68,533
                                                  --------    --------
OPERATING INCOME (LOSS)                             (2,716)     15,937
                                                  --------    --------
OTHER INCOME (EXPENSE):
  Interest expense                                  (5,172)     (5,278)
  Interest income                                    1,556         466
  Income from equity investees                           -         160
  Other, net                                          (214)         (4)
                                                  --------    --------
    Total other income (expense)                    (3,830)     (4,656)
                                                  --------    --------
INCOME (LOSS) BEFORE INCOME TAXES                   (6,546)     11,281

INCOME TAX EXPENSE (BENEFIT)                          (166)      3,695
                                                  --------    --------
NET INCOME (LOSS)                                 $ (6,380)   $  7,586
                                                  ========    ========

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


                          CLIFFS DRILLING COMPANY

                   CONSOLIDATED STATEMENT OF CASH FLOWS
                        (in thousands) (unaudited)

                                                        THREE MONTHS ENDED
                                                              MARCH 31,
                                                        -------------------
                                                          2000       1999
                                                        --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                     $ (6,380)  $  7,586
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
    Depreciation, depletion and amortization              10,600      9,251
    Deferred income taxes                                 (3,234)     4,531
    Gain on disposition of assets                              -       (173)
    Income from equity investees                               -       (160)
    Amortization of debt issue costs                         229        231
    Amortization of debt premium                            (167)      (168)
    Other                                                   (816)        65
    Changes in assets and liabilities:
      Accounts receivable                                  1,407    (17,171)
      Materials and supplies inventory                      (664)       292
      Drilling contracts in progress                       8,974      1,731
      Prepaid insurance and other prepaid expenses          (814)       875
      Accounts payable and other accrued liabilities      (6,972)     5,646
                                                        --------   --------
         Net cash provided by operating activities         2,163     12,536
                                                        --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                    (6,846)    (5,092)
  Proceeds from sale of property and equipment                 1        512
  Acquisition of rigs and related equipment, net of
   cash acquired                                               -        436
  Investments in and advances to unconsolidated investees   (265)    (1,097)
                                                        --------   --------
         Net cash used in investing activities            (7,110)    (5,241)
                                                        --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on borrowings                                       -       (328)
  Payable to parent                                      (17,594)      (482)
                                                        --------   --------
         Net cash used in financing activities           (17,594)      (810)
                                                        --------   --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (22,541)     6,485
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         103,730     36,276
                                                        --------   --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $ 81,189   $ 42,761
                                                        ========   ========

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


                          CLIFFS DRILLING COMPANY

            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                (unaudited)


A) SIGNIFICANT ACCOUNTING POLICIES

      INDUSTRY  CONDITIONS/LIQUIDITY  -  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
   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 drilling companies, particularly in the  U.S.
   Gulf  of  Mexico.  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.

      The   ability   of   the  Company  to  fund  working  capital,   capital
   expenditures  and debt service in excess of cash on hand will  depend  upon
   the success of the Company's operations. The Company believes its projected
   level of cash flows from operations, which assumes an industry recovery  in
   2000,  and cash on hand will be sufficient to satisfy the Company's  short-
   term and long-term liquidity requirements. However, if the Company requires
   additional  funds,  R&B  Falcon Corporation will provide such funds through
   additional  investments  in  the  Company,  and  the  Company's  management
   believes such funds would be available if needed.

      GOODWILL  -  Goodwill  was recorded as a result of  the  merger  of  the
   Company and R&B Falcon Corporation in December 1998. Goodwill has increased
   $3.0  million  since  December 31, 1999 as the  result  of  an  income  tax
   contingency incurred by the Company prior to December 1998. For  the  three
   months  ended  March  31, 2000 and 1999 amortization of  goodwill  was  $.5
   million and $.4 million, respectively.

      OVERHEAD  ALLOCATIONS  -  As  of July 1, 1999,  R&B  Falcon  Corporation
   provided  substantially  all  of the Company's general  and  administrative
   services including personnel. General and administrative expenses including
   payroll  costs of R&B Falcon Corporation are allocated to the  Company  and
   other  subsidiaries of R&B Falcon Corporation based on  revenues.   General
   and  administrative expenses allocated to the Company were $5.3 million for
   the three months ended March 31, 2000.

      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 net income or  the  overall  financial
   condition of the Company.

B) CONTINGENCIES

      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 the Company,  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,
   the  Company 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 the Company;
   however, two  insurers  have  denied  coverage and the others have reserved
   their rights.   If necessary, the Company intends to take appropriate legal
   action to  enforce  its rights with respect to such policies.  At this time
   the Company believes adequate reserves have been established to protect the
   interests of the Company in this matter.

C) LONG-TERM OBLIGATIONS

      Long-term debt at March 31, 2000 consists solely of 10.25% Senior  Notes
   due  2003 (the "Senior Notes") in the aggregate principal amount of  $199.7
   million and debt premium, net of amortization, of $2.1 million. Interest on
   the Senior Notes is payable semi-annually during each May and November. The
   Senior Notes do not require any payments of principal prior to their stated
   maturity  on  May 15, 2003, but the Company is required to make  offers  to
   purchase  Senior Notes upon the occurrence of certain events as defined  in
   the indenture, such as asset sales or a change of control of the Company.

      The  Senior  Notes  are  senior unsecured obligations  of  the  Company,
   ranking  pari  passu in right of payment with all senior  indebtedness  and
   senior   to   all   subordinated  indebtedness.  The   Senior   Notes   are
   unconditionally  guaranteed  (the  "Subsidiary  Guarantees")  on  a  senior
   unsecured  basis  by the Company's principal subsidiaries (the  "Subsidiary
   Guarantors"). Each Subsidiary Guarantor is 100% owned by the  Company.  R&B
   Falcon Corporation is not a guarantor of the Senior Notes.

      Separate  financial  statements  and other  disclosures  concerning  the
   Subsidiary  Guarantors are not presented because management has  determined
   such  financial  statements  and  other disclosures  are  not  material  to
   investors.  The assets, equity, income and cash flows of the  non-guarantor
   subsidiaries on an individual and combined basis are less than  1%  of  the
   consolidated  assets, equity, income and cash flows, respectively,  of  the
   Company   and   are  inconsequential.  The  combined  condensed   financial
   information  of  the  Company's Subsidiary Guarantors  is  as  follows  (in
   thousands):

                                             March 31,   December 31,
                                               2000          1999
                                             --------    -----------
            Current assets                   $  7,373      $  9,677
            Noncurrent assets                  83,434        75,584
                                             --------      --------
             Total assets                    $ 90,807      $ 85,261
                                             ========      ========

            Current liabilities              $  2,446      $  2,046
            Noncurrent liabilities             76,382        71,131
            Equity                             11,979        12,084
                                             --------      --------
             Total liabilities and equity    $ 90,807      $ 85,261
                                             ========      ========

                                              Three Months Ended
                                                   March 31,
                                             ----------------------
                                               2000          1999
                                             --------      --------
            Revenues                         $  2,724      $  4,602
            Operating income                 $     64      $    867
            Net income                       $     60      $    379


D) SEGMENT INFORMATION

      The  Company's operating results by business segment are as follows  (in
   thousands):

                                               Three Months Ended
                                                    March 31,
                                             ----------------------
                                               2000          1999
                                             --------      --------
       Revenues:
         Daywork drilling                    $ 26,517      $ 44,692
         Engineering services                  56,963        48,992
         MOPU operations                        1,233         1,221
         Oil and gas                               54            66
         Corporate office                           -             -
         Eliminations (1)                      (8,943)      (10,501)
                                             --------      --------
              Consolidated                   $ 75,824      $ 84,470
                                             ========      ========
       Operating income (loss):
         Daywork drilling                    $ (6,386)     $  5,835
         Engineering services                   9,730        12,739
         MOPU operations                          470           355
         Oil and gas                               54             1
         Corporate office                      (6,584)       (2,993)
                                             --------      --------
              Consolidated                   $ (2,716)     $ 15,937
                                             ========      ========

      (1)  Eliminations  consist  of intersegment sales  between  the  daywork
   drilling and engineering services business  segments.

      In  April  1998, the Company 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.

      For  the three months ended March 31, 2000, revenues from PDVSA of $32.5
   million ($31.9 million reported in the engineering services segment and $.6
   million  reported in the daywork drilling segment) accounted for  42.9%  of
   the  Company's consolidated operating revenues. For the three months  ended
   March  31,  1999,  revenues from PDVSA of $43.4 million  (reported  in  the
   engineering  services  segment)  accounted  for  51.4%  of  the   Company's
   consolidated operating revenues.

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

                                        March 31,  December 31,
                                           2000        1999
                                        ---------  -----------
         Daywork drilling               $ 618,916   $ 624,233
         Engineering services              28,271      52,831
         MOPU operations                   27,423      28,192
         Oil and gas                          420         423
         Corporate office                  87,250      87,947
                                        ---------   ---------
            Consolidated                $ 762,280   $ 793,626
                                        =========   =========


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

Industry Conditions and Liquidity

     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 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  drilling  companies,
particularly in the U.S. Gulf of Mexico. 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.

     In  addition,  the  Company is subject to risks  inherent  in  foreign
operations,  principally in Venezuela. In April 1998, the  Company  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.

     The   ability  of  the  Company  to  fund  working  capital,   capital
expenditures  and debt service in excess of cash on hand will  depend  upon
the success of the Company's operations. The Company believes its projected
level of cash flows from operations, which assumes an industry recovery  in
2000,  and cash on hand will be sufficient to satisfy the Company's  short-
term and long-term liquidity requirements. However, if the Company requires
additional  funds, R&B Falcon Corporation will provide such  funds  through
additional  investments  in  the  Company,  and  the  Company's  management
believes such funds would be available if needed.

Results of Operations

     The Company recognized a net loss of $6.4 million for the three months
ended  March 31, 2000 compared to net income of $7.6 million for  the  same
period  in  1999.  Such  decrease in net income is  primarily  due  to  the
following:  revenues  decreased $8.6 million due to a decrease  in  daywork
drilling  due to lower utilization and dayrates, offset by an  increase  in
engineering  services  due to an increase in the number  of  turnkey  wells
completed  in the period.  The Company completed 14 turnkey wells  for  the
three  months ended March 31, 2000 compared to six for the same  period  in
1999.  Operating  expenses  increased $5.1 million  primarily  due  to  the
increase  in  the number of turnkey wells completed in the  period,  offset
partially  by  lower operating expenses for daywork drilling due  to  lower
utilization.  Depreciation,  depletion  and  amortization  increased   $1.3
million  primarily  due to a decrease in the amount of  depreciation  being
deferred  at March 31, 2000 as compared to March 31, 1999. As the Company's
turnkey  operations utilize the Company's land rigs, depreciation  on  such
land  rigs  is deferred until the well is completed. The Company  had  four
turnkey wells in progress at March 31, 2000 compared to eight turnkey wells
in  progress  at  March  31,  1999.  General  and  administrative  expenses
increased  $3.6 million despite reduced overhead costs as a result  of  the
merger with R&B Falcon Corporation primarily due to a $5.3 million overhead
allocation from R&B Falcon Corporation for the three months ended March 31,
2000.  Interest  income increased $1.1 million primarily due  to  increased
cash  balances. Income tax expense decreased $3.9 million primarily due  to
the Company incurring a pretax loss offset by the lack of creditability  of
certain foreign tax credits and other revised tax estimates.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The  Company is exposed to changes in interest rates with  respect  to
its  debt  obligation.  The Company's debt obligation as of March 31,  2000
consists  of  Senior  Notes  in the aggregate principal  amount  of  $199.7
million  and debt premium, net of amortization, of $2.1 million at a  fixed
rate  of  10.25% due 2003.  The estimated fair value of the Company's  debt
obligation at March 31, 2000 was $199.7 million.


                        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 the Company,  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,
the  Company 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 the Company;
however, two insurers have  denied  coverage  and the  others have reserved
their  rights.  If necessary, the Company intends to take appropriate legal
action to enforce its rights with respect to such policies.  At  this  time
the Company believes adequate reserves have been established to protect the
interests of 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

     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.

                                 CLIFFS DRILLING COMPANY


Date: May 12, 2000               By: /s/T. W. Nagle
                                    ------------------------
                                    T. W. Nagle
                                    Vice President
                                    (Principal Accounting and
                                    Financial Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statements of Operations and the Consolidated Balance Sheets and is
qualified in its entirety by reference to such financial statements.
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<MULTIPLIER> 1,000

<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000             DEC-31-1999
<PERIOD-START>                             JAN-01-2000             JAN-01-1999
<PERIOD-END>                               MAR-31-2000             MAR-31-1999
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<OTHER-EXPENSES>                               (1,342)                   (622)
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<INCOME-PRETAX>                                (6,546)                  11,281
<INCOME-TAX>                                     (166)                   3,695
<INCOME-CONTINUING>                            (6,380)                   7,586
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