Exhibit 10.15

                    FIRST AMENDMENT TO CREDIT AGREEMENT
                          AND RELEASE OF GUARANTY

     This FIRST AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF GUARANTY (this
"First  Amendment") is entered into as of April 24, 1998,  among  DEEPWATER
DRILLING  II  L.L.C., a Delaware limited liability company (the "Company"),
BANK  OF  AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative
Agent  (the "Administrative Agent") for the Banks, and NATIONAL WESTMINSTER
BANK  PLC, as Documentation Agent (the "Documentation Agent", and  together
with  the  Administrative Agent, the "Agents") and  the  several  financial
institutions  party  to  this First Amendment (collectively,  the  "Banks";
individually,  a "Bank").  Capitalized terms which are used herein  without
definition and which are defined in the Credit Agreement referred to  below
shall have the meanings ascribed to them in the Credit Agreement.

      WHEREAS,  the  Company, the Banks, the Administrative Agent  and  the
Documentation Agent are parties to a certain Credit Agreement dated  as  of
November 10, 1997 (as at any time amended, modified or supplemented and  in
effect from time to time, the "Credit Agreement"); and

      WHEREAS,  pursuant  to the Credit Agreement, two Guaranty  Agreements
have been delivered, including the Guaranty Agreement executed by Reading &
Bates  Corporation  (now  known  as R&B Falcon  Drilling  (International  &
Deepwater) Inc.) (herein referred to as "Reading & Bates Corporation")  and
the R&B Subsidiary Guarantors (the "R&B Guaranty"); and

      WHEREAS,  effective  December 31, 1997 Reading  &  Bates  Corporation
became  a wholly-owned subsidiary of R&B Falcon Corporation ("R&B Falcon"),
a Delaware corporation; and

      WHEREAS,  R&B  Falcon proposes to enter into a new  credit  agreement
establishing  a  new credit facility which will replace  the  existing  R&B
Credit  Facility, and pursuant to Section 7(b) of the R&B Guaranty, Reading
& Bates Corporation has requested the Banks' consent thereto;

      WHEREAS the new R&B Falcon credit facility will not be guaranteed  by
R&B  Falcon's  subsidiaries and therefore, Reading & Bates Corporation  and
R&B  Falcon  have requested that the Banks consent to the  release  of  the
existing R&B Guaranty, and R&B Falcon has agreed to execute and deliver its
Guaranty simultaneously with the execution of this First Amendment;

      WHEREAS,  subject to the terms and conditions herein  contained,  the
Banks  are  willing to consent to the above-described requests by executing
this First Amendment;

      NOW, THEREFORE, for good and valuable consideration, the receipt  and
sufficiency  of  which  is hereby acknowledged, the parties  hereto  hereby
agree as follows:

      SECTION  1.      Amendments to Schedule 1.01 of the Credit  Agreement
(Definitions).  The following amendments to Schedule 1.01 are hereby made:

           (a)  The definition of "Guarantor" is hereby amended to read  as
follows:

                      "Guarantor"  means  each  of   R&B   Falcon
          Corporation and Conoco Inc.

          (b)   The  definition  of  "R&B" is hereby  amended  to  read  as
follows:

                     "R&B" and "Reading & Bates" means R&B Falcon
          Corporation, its successors and assigns.

          (c)  The definition of "R&B Credit Facility" is hereby amended to
read as follows:

                "R&B   Credit  Facility"  means  (a)  the  credit
          arrangements evidenced by the Credit Agreement dated as
          of  April  24,  1998 among R&B Falcon Corporation,  the
          Administrative  Agent  therein  named  and  the   Banks
          therein  named,  as  may be further  amended  with  the
          consent  of  the  Majority Banks (if  such  consent  is
          required   pursuant  to  the  terms  of  the   Guaranty
          Agreement executed by R&B Falcon Corporation), and  (b)
          any credit arrangement or Indebtedness entered into  or
          incurred   in   renewal,  extension,   replacement   or
          restatement thereof.

           (d)   The  definition of "R&B Subsidiary Guarantors"  is  hereby
deleted.

      SECTION 2.     Consent to Execution of New R&B Credit Facility.   The
Agent  and the Banks hereby consent to the execution by R&B Falcon  of  the
Credit   Agreement  dated  as  of  even  date  herewith  among  R&B  Falcon
Corporation, The Chase Manhattan Bank as Administrative Agent and the Banks
therein named (the "April 1998 R&B Falcon Credit Agreement").

      SECTION  3.      Release of Certain Guarantors.  The Agents  and  the
Banks  do  hereby release each of Reading & Bates Corporation and each  R&B
Subsidiary  Guarantor  from all obligations under  the  Guaranty  Agreement
dated   as  of  November  10,  1997  signed  by  them  (the  "R&B  Guaranty
Agreement").   The  Agents, the Banks and the Company agree  that  the  R&B
Guaranty  Agreement  is  hereby terminated; provided,  however,  that  such
termination shall not in any way impair, diminish or otherwise  affect  the
Company's  obligations  under  the Credit  Agreement  and  all  other  Loan
Documents  or  Conoco  Inc.'s  obligations  under  the  Guaranty  Agreement
executed by it.

      SECTION  4.      Representations and Warranties of the Company.   The
Company  represents and warrants to the Agents and to  each  of  the  Banks
that:

           (a)  This First Amendment has been duly authorized, executed and
     delivered  by  the Company and the Credit Agreement as amended  hereby
     constitutes  the legal, valid and binding obligations of the  Company,
     enforceable  against the Company in accordance with its terms,  except
     as  enforceability may be limited by applicable bankruptcy, insolvency
     or  similar  laws  affecting  the  enforcement  of  creditors'  rights
     generally or by  equitable principles relating to enforceability.

          (b)  The representations and warranties set forth in Article V of
     the  Credit  Agreement are true and correct in all  material  respects
     before  and after giving effect to this First Amendment with the  same
     effect  as  if  made  on the date hereof, except to  the  extent  such
     representations and warranties expressly related to an  earlier  date,
     in  which case they were true and correct in all material respects  on
     and as of such earlier date.

           (c)  As of the date hereof, at the time of and immediately after
     giving  effect to this First Amendment, no Default or Event of Default
     has occurred and is continuing.

      SECTION  5.   R&B  Falcon Credit Facility.  By its signature  to  the
Consent of Guarantor attached hereto, R&B Falcon confirms to the Agents and
to  the  Banks  that (a) the term sheet attached hereto as Exhibit  A  sets
forth  a summary of the material terms of the April 1998 R&B Falcon  Credit
Agreement,  and (b) the obligations under the April 1998 R&B Falcon  Credit
Agreement  are  unsecured and no collateral or Subsidiary  guarantees  have
been given in support of the obligations under said credit agreement.

      SECTION  6.      Conditions of Effectiveness.  This  First  Amendment
shall  be  effective on the date (the "Effective Date") of the delivery  by
the Company and R&B Falcon to the Administrative Agent of the following:

          (a)  This First Amendment, signed by the Company, the Agents, and
     each  of  the Banks, together with each Consent of Guarantor  attached
     hereto, executed by R&B Falcon and by Conoco;

          (b)  A copy of the April 1998 R&B Falcon Credit Agreement;

           (c)   A  Guaranty Agreement executed by R&B Falcon in  the  form
     attached hereto as Exhibit B;

           (d)   Copies  of  resolutions of the board of directors  of  R&B
     Falcon  authorizing  the Guaranty Agreement  to  be  executed  by  it,
     certified  as  of the Effective Date by the Secretary or an  Assistant
     Secretary of R&B Falcon;

          (e)  A certificate of the Secretary or Assistant Secretary of R&B
     Falcon,  certifying  the  names and true signatures  of  the  officers
     authorized  to  execute,  deliver and perform the  Guaranty  Agreement
     delivered by it pursuant hereto;

           (f)   The  certificate of incorporation and the  bylaws  of  R&B
     Falcon  as in effect on the Effective Date, certified by the Secretary
     or Assistant Secretary of R&B Falcon;

           (g)   A  good  standing  certificate for  R&B  Falcon  from  the
     Secretary of State of its state of organization;

          (h)  A letter or other evidence confirming that Capitol Services,
     Inc.  has accepted appointment by R&B Falcon as its agent for  service
     of process in New York;

           (i)   An  opinion  of  Wayne  Hillin,  counsel  to  R&B  Falcon,
     substantially in the form attached hereto as Exhibit C; and

           (j)  Such other evidence as the Agent or the Majority Banks  may
     request to establish the consummation of the transactions contemplated
     hereby or the compliance with the conditions set forth herein.

      SECTION 7.     Effect of Amendment.  This First Amendment (i)  except
as  expressly provided herein, shall not be deemed to be a consent  to  the
modification  or  waiver  of  any other term or  condition  of  the  Credit
Agreement  or of any of the instruments or agreements referred  to  therein
and  (ii)  shall not prejudice any right or rights which the Administrative
Agent  or  the  Banks may now have under or in connection with  the  Credit
Agreement,  as  amended  by  this  First Amendment.   Except  as  otherwise
expressly  provided by this First Amendment, all of the  terms,  conditions
and  provisions  of  the Credit Agreement shall remain  the  same.   It  is
declared  and  agreed  by  each  of  the parties  hereto  that  the  Credit
Agreement, as amended hereby, shall continue in full force and effect,  and
that  this  First  Amendment and such Credit Agreement shall  be  read  and
construed as one instrument.

      SECTION  8.      Miscellaneous  This First Amendment  shall  for  all
purposes  be construed in accordance with and governed by the laws  of  the
State  of  New  York.   The  captions  in  this  First  Amendment  are  for
convenience of reference only and shall not define or limit the  provisions
hereof.   This  First  Amendment may be executed in separate  counterparts,
each of which when so executed and delivered shall be an original, but  all
of  which together shall constitute one instrument.  In proving this  First
Amendment,  it shall not be necessary to produce or account for  more  than
one such counterpart.

      NO  ORAL AGREEMENTS.  THE CREDIT AGREEMENT (AS AMENDED BY THIS  FIRST
AMENDMENT)  AND  THE  OTHER LOAN DOCUMENTS REPRESENT  THE  FINAL  AGREEMENT
BETWEEN  THE  PARTIES  AND MAY NOT BE CONTRADICTED BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

              [SIGNATURES BEGIN ON FOLLOWING PAGE]


      IN  WITNESS  WHEREOF,  the  parties hereto  have  caused  this  First
Amendment  to  be  duly  executed and delivered by their  proper  and  duly
authorized representatives or officers as of the date and year first  above
written.

                           DEEPWATER DRILLING II L.L.C.
                           
                           
                           
                           By:
                                Name:
                                Title:
                                     
                                     
                                     
                                     
 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]
                                     
                                     
                                 BANK  OF AMERICA NATIONAL  TRUST
                                 AND   SAVINGS  ASSOCIATION,   as
                                 Administrative Agent  and  as  a
                                 Bank
                                 
                                 
                                 By
                                  Name:  Claire M. Liu
                                  Title:  Managing Director
                                 

                                     
                                     
 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]

                                 NATIONAL WESTMINSTER BANK PLC
                                 NEW YORK BRANCH, as a Bank
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 
                                 NATIONAL WESTMINSTER BANK PLC
                                 NASSAU BRANCH, as a Bank
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 


 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]


                                 BANCA POPOLARE DI MILANO,
                                 NEW YORK BRANCH
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 By
                                 Name:
                                 Title:
                                 



 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]

                                 BAYERISCHE VEREINSBANK AG,
                                 NEW YORK BRANCH
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 By
                                 Name:
                                 Title:

                                     
                                     
 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]

                                 CREDITO ITALIANO
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                     
                                     
 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]

                                 GREAT-WEST LIFE & ANNUITY
                                 INSURANCE COMPANY
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 By
                                 Name:
                                 Title:
                                 


 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]


                                 BANCA MONTE DEI PASCHI DI SIENA
                                 S. P. A.
                                 
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 By
                                 Name:
                                 Title:
                                 
                                 
                                     
 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]

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                           CONSENT OF GUARANTOR

     The  undersigned  Guarantor hereby consents to the provisions  of  the
foregoing  First Amendment and Release of Guaranty, and confirms  that  the
Guaranty Agreement dated as of November 10, 1997 executed by it remains  in
full force and effect in accordance with its terms.
     
     
                                 CONOCO INC.
                                 
                                 
                                 By
                                     Name:
                                     Title:
                                 

                                   
                                     
 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]

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                           CONSENT OF GUARANTOR

     The  undersigned  Guarantor hereby consents to the provisions  of  the
foregoing First Amendment to Credit Agreement and Release of Guaranty,  and
confirms  the  representations  set  forth  in  Section  5  thereof.    The
undersigned confirms that the Guaranty Agreement dated as of even date with
said  First  Amendment is in full force and effect in accordance  with  its
terms.

                                 R&B FALCON CORPORATION
                                 
                                 
                                 By
                                     Name:
                                     Title:
                                 

 [THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT AND
                           RELEASE OF GUARANTY]