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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

RBX CORPORATION (Name of Issuer)

Common Stock (Title of Class of Securities)

749280202 (CUSIP Number)

July 12, 2002 (Date of Event which Required Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

ý Rule 13d-1(d)

CUSIP No. 749280202

Page 2 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	The Foothill Group, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 3 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Foothill Partners III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 4 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Stearns Family Trust 2001

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 5 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Dennis R. Ascher

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 6 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Jeffrey T. Nikora Family Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 7 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	John F. Nickoll Living Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 8 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	M. Edward Stearns

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 9 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Jeffrey T. Nikora

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 10 of 17 Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	John F. Nickoll

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) o
		(b) o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

	5	SOLE VOTING POWER
NUMBER		-0-
OF
SHARES	6	SHARED VOTING POWER
BENEFICIALLY		255,739 (See Items 2 and 4)
OWNED BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON
WITH	8	SHARED DISPOSITIVE POWER
		255,739 (See Items 2 and 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,739 (See Items 2 and 4)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	o


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	25.28%

12	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 749280202

Page 11 of 17 Pages

Item 1. Name of Issuer

RBX Corporation
5221 Valley Park Drive
Roanoke, Virginia

Item 2. Name of Person Filing

This Schedule 13G is filed on behalf of (i) Foothill Partners III, L.P., a Delaware limited partnership ("Partners III"), and (ii) The Foothill Group, Inc., a Delaware corporation, Stearns Family Trust 2001 (M. Edward Stearns as Trustee), Dennis R. Ascher, Jeffrey T. Nikora Living Trust (Jeffrey T. Nikora as Trustee), and John F. Nickoll Living Trust (John F. Nickoll as Trustee) (collectively, the "Managing Partners"). Partners III, the Managing Partners and Trustees of each trust are collectively referred to as the "Filing Persons".

The Managing Partners are the general partners of Partners III.

Under the definition of "beneficial owner" provided in Rule 13d-3 of the Exchange Act, a person may be deemed to beneficially own the shares of Common Stock of another entity if such person shares the voting and dispositive power with respect to shares of Common Stock held by such entity. Accordingly, Managing Partners (and trustees as applicable) may be deemed to beneficially own the shares of Common Stock held by Partners III, as the general partners of Partners III.

The Filing Persons have a beneficial interest in 255,739 shares of Common Stock. The shares were acquired pursuant a Plan of Reorganization entered under the Bankruptcy Act (the "Plan") and completed by RBX Corporation on August 27, 2001. On July 12, 2002, the Company's registration under Section 12(g) of the Securities Exchange Act of 1934, as amended became effective. This Schedule 13G assumes the Company has issued and outstanding 1,000,000 shares as reported in the Company's registration statement on Form S-1 which also become effective July 12, 2002.

(a): Foothill Partners III, L.P.
The Foothill Group, Inc.
Stearns Family Trust 2001
Dennis R. Ascher
John F. Nickoll Living Trust
Jeffrey T. Nikora Family Trust
M. Edward Stearns
Jeffrey T. Nikora
John F. Nickoll
(b): 2450 Colorado Avenue
Suite 3000W
Santa Monica, California 90404
(b): United States
(c): Common Stock
(e): 749280202

CUSIP No. 749280202

Page 12 of 17 Pages

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)	o	Investment company registered under Section 8 of the Investment Company Act.
(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership

The ownership of the Filing Persons is as follows:

John F. Nickoll Living Trust
Dennis R. Ascher
Jeffrey T. Nikora Family Trust
Stearns Family Trust 2001
John F. Nickoll
Jeffrey T. Nikora
M. Edward Stearns
The Foothill Group, Inc.

A.

Amount Beneficially owned: 255,739^*

B.

Percent of class: 25.28%**

C.

Number of shares as to which such person has:

1.: sole power to vote or to direct the vote: -0-
2.: shared power to vote or to direct the vote: 255,739^*
3.: sole power to dispose or to direct the disposition of: -0-
4.: shared power to dispose or to direct the disposition of: 255,739^*

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following o

*: Includes 11,563 shares of common stock issuable upon exercise of warrants.
**: Based on 1,000,000 shares issued and outstanding plus 11,563 shares of common stock issuable upon exercise of warrants.

CUSIP No. 749280202

Page 13 of 17 Pages

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

Not Applicable.

CUSIP No. 749280202

Page 14 of 17 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 15, 2002	THE FOOTHILL GROUP, INC.

	By:	/s/ JEFFREY T. NIKORA
	Name:	Jeffrey T. Nikora
	Title:	Executive Vice President

	FOOTHILL PARTNERS III, L.P., a Delaware limited partnership

	By:	/s/ JEFFREY T. NIKORA Its General Partner

	STEARNS FAMILY TRUST 2001

	By:	/s/ M. EDWARD STEARNS
	Name:	M. Edward Stearns
	Title:	Trustee

	/s/ DENNIS R. ASCHER Dennis R. Ascher

	JOHN F. NICKOLL LIVING TRUST

	By:	/s/ JOHN F. NICKOLL
	Name:	John F. Nickoll
	Title:	Trustee

CUSIP No. 749280202

Page 15 of 17 Pages

		JEFFREY T. NIKORA FAMILY TRUST

		By:	/s/ JEFFREY T. NIKORA
		Name:	Jeffery T. Nikora
		Title:	Trustee

		/s/ M. EDWARD STEARNS M. Edward Stearns

		/s/ JEFFREY T. NIKORA Jeffrey T. Nikora

		/s/ JOHN F. NICKOLL John F. Nickoll

CUSIP No. 749280202

Page 16 of 17 Pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached and to the joint filing of all amendments thereto. This Agreement may be executed in one or more counterparts each of which shall be considered an original counterpart, and shall become a binding agreement when each of the parties designated as signatories shall have executed one counterpart.

Dated: July 15, 2002	THE FOOTHILL GROUP, INC.

	By:	/s/ JEFFREY T. NIKORA
	Name:	Jeffrey T. Nikora
	Title:	Executive Vice President

	FOOTHILL PARTNERS III, L.P., a Delaware limited partnership

	By:	/s/ JEFFREY T. NIKORA Its General Partner

	STEARNS FAMILY TRUST 2001

	By:	/s/ M. EDWARD STEARNS
	Name:	M. Edward Stearns
	Title:	Trustee

	/s/ DENNIS R. ASCHER Dennis R. Ascher

	JOHN F. NICKOLL LIVING TRUST

	By:	/s/ JOHN F. NICKOLL
	Name:	John F. Nickoll
	Title:	Trustee

CUSIP No. 749280202

Page 17 of 17 Pages

		JEFFREY T. NIKORA FAMILY TRUST

		By:	/s/ JEFFREY T. NIKORA
		Name:	Jeffery T. Nikora
		Title:	Trustee

		/s/ M. EDWARD STEARNS M. Edward Stearns

		/s/ JEFFREY T. NIKORA Jeffrey T. Nikora

		/s/ JOHN F. NICKOLL John F. Nickoll

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SCHEDULE 13G

Item 1. Name of Issuer

Item 2. Name of Person Filing

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a

Item 4. Ownership

Item 5. Ownership of Five Percent or Less of a Class

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Item 8. Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

Item 10. Certification

SIGNATURE
EXHIBIT A JOINT FILING AGREEMENT

FOOTHILL GROUP INC SC 13G