EXHIBIT 10.2
                                                                         
                                                                         
                   FIRST AMENDMENT TO CREDIT AGREEMENT


          FIRST  AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),  dated
as   of  April  24,  1998,  among  R&B  FALCON  CORPORATION,  a  Delaware
corporation ("Holdings"), R&B FALCON DRILLING (INTERNATIONAL & DEEPWATER)
INC.   (f/k/a  Reading  &  Bates  Corporation),  a  Delaware  corporation
("R&BFD"),   READING  &  BATES  DRILLING  CO.,  an  Oklahoma  corporation
("Parent"), RB DEEPWATER EXPLORATION III INC., a Nevada corporation  (the
"Borrower"),  the  various  lending  institutions  party  to  the  Credit
Agreement  referred  to  below  (each, a "Bank"  and,  collectively,  the
"Banks"),  CREDIT  LYONNAIS NEW YORK BRANCH,  as  Syndication  Agent  and
CHRISTIANIA BANK OG KREDITKASSE, NEW YORK BRANCH, as Administrative Agent
for  the Banks (the "Agent").  All capitalized terms used herein and  not
otherwise  defined  shall have the meanings provided such  terms  in  the
Credit Agreement.

                                    
                          W I T N E S S E T H :
                                    
                                    
          WHEREAS,  R&BFD, Parent, the Borrower, the Banks and the  Agent
are  parties  to a Credit Agreement, dated as of February  24,  1998  (as
amended to date, the "Credit Agreement"); and

          WHEREAS,  the  parties thereto and hereto  wish  to  amend  the
Credit Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I.  Amendments to Credit Agreement.

          1.   The preamble of the Credit Agreement is hereby amended  by
(i)  deleting  the  reference  therein to "READING  &  BATES  CORPORATION
("Holdings"),  a  Delaware  corporation, READING  &  BATES  DRILLING  CO.
("Parent"),  an Oklahoma corporation" and inserting a reference  to  "R&B
FALCON   CORPORATION  ("Holdings"),  as  assignee  to  the   rights   and
obligations  of Reading & Bates Corporation and Reading & Bates  Drilling
Co." in lieu thereof.

          2.   Section 2.01(a) of the Credit Agreement is hereby  amended
by  deleting the reference therein to 0.20% and inserting a reference  to
0.25% in lieu thereof.

          3.   Section  7  of the Credit Agreement is hereby  amended  by
deleting Sections 7.01 through 7.12, inclusive, thereof in their entirety
and  inserting  the  following new Sections 7.01  through  7.12  in  lieu
thereof:

          7.01.   Indebtedness.  Holdings will not, and will  not  permit
     any  Subsidiary  to, create, incur, assume or permit  to  exist  any
     Indebtedness, except:
     
               (a)  Indebtedness created hereunder;
          
               (b)    Indebtedness  existing  on  the   First   Amendment
          Effective  Date  and  set forth in Annex 7.01  and  extensions,
          renewals and replacements of any such Indebtedness that do  not
          increase the outstanding principal amount thereof;
          
               (c)  Indebtedness of the Borrower to any Subsidiary and of
          any Subsidiary to the Borrower or any other Subsidiary;
          
               (d)   Permitted  Project Debt other than the  Indebtedness
          created hereunder;
          
               (e)   Indebtedness  created under the  R&B  Falcon  Credit
          Agreement  in  an  aggregate principal  amount  not  to  exceed
          $500,000,000; and
          
               (f)   other Indebtedness in an aggregate principal  amount
          not  exceeding  $30,000,000 at any time  outstanding;  provided
          that  the  aggregate  principal amount of Indebtedness  of  the
          Borrower's Subsidiaries permitted by this clause (f) shall  not
          exceed $5,000,000 at any time outstanding.
          
          7.02.   Liens.   Holdings will not, and  will  not  permit  any
     Subsidiary to, create, incur, assume or permit to exist any Lien  on
     any  property  or asset now owned or hereafter acquired  by  it,  or
     assign   or   sell  any  income  or  revenues  (including   accounts
     receivable) or rights in respect of any thereof, except:
     
               (a)  Permitted Encumbrances;
          
               (b)   any Lien on any property or asset of Holdings or any
          Subsidiary  existing  on  the First  Amendment  Effective  Date
          hereof  and set forth in Annex V; provided that (i)  such  Lien
          shall  not apply to any other property or asset of Holdings  or
          any  Subsidiary  and  (ii) such Lien shall  secure  only  those
          obligations which it secures on the date hereof and extensions,
          renewals  and  replacements thereof that do  not  increase  the
          outstanding principal amount thereof;
          
               (c)    any  Lien  (including,  without  limitation,  Liens
          hereunder) on the Deepwater Pathfinder, Deepwater Frontier, and
          Drillship  III  or related contracts to secure  the  respective
          Permitted Project Debt incurred to construct such vessel; and
          
               (d)   Liens  on fixed or capital assets acquired,  leased,
          constructed or improved by Holdings or any Subsidiary; provided
          that  (i) such security interests secure Indebtedness permitted
          by  clause  (d)  of  Section 7.01 but the  aggregate  principal
          amount   of   such  Indebtedness  secured  shall   not   exceed
          $20,000,000  at  any  time  outstanding,  (ii)  such   security
          interests  and  the Indebtedness secured thereby  are  incurred
          prior  to or within 90 days after such acquisition or lease  or
          the  completion of such construction or improvement, (iii)  the
          Indebtedness secured thereby does not exceed 100% of  the  cost
          of  acquiring, constructing or improving such fixed or  capital
          assets and (iv) such security interests shall not apply to  any
          other property or assets of Holdings or any Subsidiary.
          
          7.03.   Fundamental Changes.  (a)  Holdings will not, and  will
     not  permit  any Subsidiary to, merge into or consolidate  with  any
     other  Person,  or  permit  any  other  Person  to  merge  into   or
     consolidate  with it, or sell, transfer, lease or otherwise  dispose
     of  (in  one  transaction  or in a series of  transactions)  all  or
     substantially all of its assets, or any of the stock  of  or  voting
     rights  with  respect  to  any of its Subsidiaries  (in  each  case,
     whether  now owned or hereafter acquired), or liquidate or dissolve,
     except  that,  if at the time thereof and immediately  after  giving
     effect thereto no Default shall have occurred and be continuing  (i)
     any Subsidiary other than the Borrower may merge into Holdings in  a
     transaction in which Holdings is the surviving corporation, (ii) any
     Subsidiary other than the Borrower may merge into any Subsidiary  in
     a  transaction in which the surviving entity is a Subsidiary,  (iii)
     any Subsidiary other than the Borrower may sell, transfer, lease  or
     otherwise   dispose  of  its  assets  to  Holdings  or  to   another
     Subsidiary,  (iv)  any  Subsidiary  other  than  the  Borrower   may
     liquidate or dissolve if Holdings determines in good faith that such
     liquidation or dissolution is in the best interests of Holdings  and
     is  not materially disadvantageous to the Lenders; provided that any
     such merger involving a Person that is not a wholly owned Subsidiary
     immediately prior to such merger shall not be permitted and (v) Hold
     ings  may merge with another Person if (A) Holdings is the successor
     or survivor of such merger transaction and (B) Moody's and S&P shall
     have  affirmed  in  writing that such transaction  will  not  impair
     Holdings'  implied  senior debt rating as such  debt  rating  is  in
     effect   immediately  prior  to  the  announcement  of  such  merger
     transaction.
     
          (b)   Holdings  will  not,  and will  not  permit  any  of  its
     Subsidiaries to, engage to any material extent in any business other
     than   businesses  of  the  type  conducted  by  Holdings  and   its
     Subsidiaries  on  the  date  of  execution  of  this  Agreement  and
     businesses reasonably related thereto.
     
          7.04.     Investments,   Loans,   Advances,   Guarantees    and
     Acquisitions.   Holdings will not, and will not permit  any  of  its
     Subsidiaries  to, purchase, hold or acquire any capital  stock,  evi
     dences  of  indebtedness or other securities (including any  option,
     warrant or other right to acquire any of the foregoing) of, make  or
     permit  to exist any loans or advances to, Guarantee any obligations
     of,  or make or permit to exist any investment or any other interest
     in,  any  other  Person, or purchase or otherwise  acquire  (in  one
     transaction  or a series of transactions) any assets  of  any  other
     Person constituting a business unit, except:
     
               (a)  Permitted Investments;
          
               (b)   investments by Holdings or by any Subsidiary in  the
          capital stock of its Subsidiaries;
          
               (c)   loans or advances made by Holdings to any Subsidiary
          and made by any Subsidiary to Holdings or any other Subsidiary;
          and
          
               (d)   investments by Holdings and/or any Subsidiary in the
          aggregate not to exceed 10% of Holdings' consolidated  Tangible
          Net Worth.
          
          7.05.   Hedging Agreements.  Holdings will not,  and  will  not
     permit any of its Subsidiaries to, enter into any Hedging Agreement,
     other than Hedging Agreements entered into in the ordinary course of
     business  to  hedge  or  mitigate risks to  which  Holdings  or  any
     Subsidiary  is  exposed  in  the conduct  of  its  business  or  the
     management of its liabilities.
     
          7.06.   Restricted Payments.  Holdings will not, and  will  not
     permit any of its Subsidiaries to, declare or make, or agree to  pay
     or  make, directly or indirectly, any Restricted Payment, except (a)
     Holdings  may declare and pay dividends with respect to its  capital
     stock  payable solely in additional shares of its common stock,  (b)
     Subsidiaries  other than the Borrower may declare and pay  dividends
     ratably  with  respect to their capital stock and (c)  Holdings  may
     make  Restricted Payments pursuant to and in accordance  with  stock
     option plans or other benefits plans for management or employees  of
     Holdings and its Subsidiaries.
     
          7.07.   Transactions with Affiliates.  Holdings will not,  will
     not  permit  any  of its Subsidiaries to, sell, lease  or  otherwise
     transfer  any property or assets to, or purchase, lease or otherwise
     acquire  any  property or assets from, or otherwise  engage  in  any
     other  transactions with, any of its Affiliates, except (a)  in  the
     ordinary  course of business at prices and on terms  and  conditions
     not  less  favorable to Holdings or such Subsidiary  than  could  be
     obtained on an arm's-length basis from unrelated third parties,  (b)
     transactions   between  or  among  Holdings  and  its   wholly-owned
     Subsidiaries  not  involving  any  other  Affiliate  and   (c)   any
     Restricted Payment permitted by Section 7.06.
     
          7.08.  Restrictive Agreements.  Holdings will not, and will not
     permit  any  of  its Subsidiaries to, directly or indirectly,  enter
     into,  incur  or permit to exist any agreement or other  arrangement
     that  prohibits,  restricts or imposes any condition  upon  (a)  the
     ability of Holdings or any Subsidiary to create, incur or permit  to
     exist  any  Lien  upon any of its property or  assets,  or  (b)  the
     ability  of  any Subsidiary to pay dividends or other  distributions
     with  respect to any shares of its capital stock or to make or repay
     loans  or  advances to the Borrower or any other  Subsidiary  or  to
     Guarantee  Indebtedness  of the Borrower or  any  other  Subsidiary;
     provided that (i) the foregoing shall not apply to restrictions  and
     conditions  imposed by law or by this Agreement, (ii) the  foregoing
     shall not apply to restrictions and conditions existing on the  date
     hereof  and  contained in the Indenture or identified on Annex  7.08
     (but shall apply to any extension or renewal of, or any amendment or
     modification  expanding  the  scope  of,  any  such  restriction  or
     condition),  (iii)  the  foregoing  shall  not  apply  to  customary
     restrictions and conditions contained in agreements relating to  the
     sale  of  a Subsidiary pending such sale, provided such restrictions
     and  conditions apply only to the Subsidiary that is to be sold  and
     such  sale  is permitted hereunder, (iv) clause (a) of the foregoing
     shall  not  apply  to  restrictions or  conditions  imposed  by  any
     agreement  relating  to  secured  Indebtedness  permitted  by   this
     Agreement  if  such  restrictions or conditions apply  only  to  the
     property or assets securing such Indebtedness and (v) clause (a)  of
     the  foregoing shall not apply to customary provisions in leases and
     other contracts restricting the assignment thereof.
     
          7.09.   Tangible Net Worth.  Holdings will not  permit  at  any
     time  its  Tangible Net Worth to be less than $600,000,000 plus  (i)
     50%  of its cumulative Consolidated Net Income, if positive, for the
     period from April 1, 1998 through the date of calculation, plus (ii)
     100% of any equity issued by Holdings after April 24, 1998.
     
          7.10.   EBITDA  Leverage Ratio.  Holdings will not  permit  its
     EBITDA  Leverage  Ratio  as  of the end of  any  fiscal  quarter  of
     Holdings (calculated quarterly at the end of each fiscal quarter) to
     be greater than the amount set forth in the table below on the appli
     cable date.  For the purposes of this Section 7.10, "EBITDA Leverage
     Ratio"  shall mean the ratio of (i) difference of Funded Debt  minus
     cash  and  cash equivalents of Holdings on a consolidated  basis  to
     (ii)  EBITDA  for  the  four fiscal quarters ending  on  such  date;
     provided  that  (A) EBITDA for the period ending on  June  30,  1998
     shall equal the product of EBITDA for the six-month period ending on
     such  date times 2 and (B) EBITDA for the period ending on September
     30, 1998 shall equal the product of EBITDA for the nine-month period
     ending on such date times 1.33.
                                          EBITDA
               Period                  Leverage Ratio
               6/30/98 thru 6/30/99       3.00x
               7/1/99  thru 12/31/99      2.50x
               1/1/00  and thereafter     2.00x
          
          7.11.   Sale  of Properties.  Holdings will not, and  will  not
     permit any Subsidiary to, sell, assign, convey or otherwise transfer
     any properties or assets except for (i) the sale of inventory in the
     ordinary  course of business; (ii) the sale or transfer of equipment
     or  other  property  or assets that is no longer necessary  for  the
     business of Holdings or such Subsidiary  or is replaced by equipment
     or other property or assets of at least comparable value and use and
     (iii)  sales  of  properties  and  assets  which  shall  not  exceed
     $50,000,000 in the aggregate in any fiscal year.
     
          7.12.   Amendments to Material Agreements.  Holdings  will  not
     modify  or amend the terms of the Indenture as in existence  on  the
     date  of this Agreement or any documents described on Schedule  7.12
     without  the  consent of the Required Banks, if the effect  of  such
     modification or amendment would be to the material detriment of  the
     Banks.
     
          4.  Section 9 of the Credit Agreement is hereby further amended
by deleting the following definitions in their entirety:

          Approved Bank
          Approved Company
          Arcade
          Authorized Officer
          Capital Lease
          Capital Lease Obligations
          Cash Equivalents
          Change of Control
          Consolidated Capital Expenditures
          Consolidated Current Assets
          Consolidated Current Liabilities
          Consolidated EBIT
          Consolidated EBITDAR
          Consolidated Funded Indebtedness
          Consolidated Interest Expense
          Consolidated Net Income
          Consolidated Net Worth
          Consolidated Rent Expense
          Construction Contract
          Contingent Obligations
          Credit Party
          Dividends
          Eurodollar Margin
          Guarantor
          Guaranty
          Holdings
          Holdings Convertible Debentures
          Parent Guarantors
          Refundment Guaranty
          
          5.  Section 9 of the Credit Agreement is hereby further amended
by  inserting  in  the appropriate alphabetical order the  following  new
definitions:

          "Authorized Officer" shall mean any officer of Holdings or  the
     Borrower  designated as such in writing to the Administrative  Agent
     by Holdings or the Borrower.
     
          "Bonds"  shall  mean the Senior Unsecured Notes of  R&B  Falcon
     Corporation issued pursuant to the Indenture.
     
          "Capital Lease Obligations" of any Person means the obligations
     of  such Person to pay rent or other amounts under any lease of  (or
     other  arrangement  conveying the right to  use)  real  or  personal
     property,  or a combination thereof, which obligations are  required
     to  be  classified and accounted for as capital leases on a  balance
     sheet  of such Person under GAAP, and the amount of such obligations
     shall  be  the  capitalized amount thereof determined in  accordance
     with GAAP.
     
          "Change of Control" means (a) at any time Holdings shall  cease
     to  own  directly or indirectly, 100% of the capital  stock  of  the
     Borrower;  (b) the acquisition of ownership, directly or indirectly,
     beneficially  or  of  record, by any person  or  group  (within  the
     meaning of the Securities Exchange Act of 1934 and the rules of  the
     Securities  and Exchange Commission thereunder as in effect  on  the
     date  hereof) of shares representing more than 30% of the  aggregate
     ordinary  voting  power  represented by the issued  and  outstanding
     capital stock of Holdings; (c) occupation of a majority of the seats
     (other  than vacant seats) on the board of directors of Holdings  by
     Persons who were neither (i) nominated by the board of directors  of
     Holdings  nor (ii) appointed by directors so nominated; or  (d)  the
     acquisition of direct or indirect Control of Holdings by any  Person
     or group.
     
          "Consolidated Net Income" shall mean with respect  to  Holdings
     and its Consolidated Subsidiaries, for any period, the aggregate  of
     the   net   income  (or  loss)  of  Holdings  and  its  Consolidated
     Subsidiaries after allowances for taxes for such period,  determined
     on a consolidated basis in accordance with GAAP; provided that there
     shall  be  excluded  from such net income (to the  extent  otherwise
     included  therein) the following:  (i) the net income of any  Person
     in  which  Holdings or any Consolidated Subsidiary has  an  interest
     (which  interest does not cause the net income of such other  Person
     to  be  consolidated  with  the  net  income  of  Holdings  and  its
     Consolidated  Subsidiaries in accordance with GAAP), except  to  the
     extent of the amount of dividends or distributions actually paid  in
     such  period  by such other Person to Holdings or to a  Consolidated
     Subsidiary, as the case may be; (ii) the net income (but  not  loss)
     of any Consolidated Subsidiary to the extent that the declaration or
     payment of dividends or similar distributions or transfers or  loans
     by  that  Consolidated Subsidiary is not at the  time  permitted  by
     operation  of the terms of its charter or any agreement,  instrument
     or   Governmental   Requirement  applicable  to  such   Consolidated
     Subsidiary,  or is otherwise restricted or prohibited in  each  case
     determined in accordance with GAAP; (iii) the net income  (or  loss)
     of any Person acquired in a pooling-of-interests transaction for any
     period prior to the date of such transaction; (iv) any extraordinary
     gains,  including gains attributable to property sales  not  in  the
     ordinary  course  of business; and (v) the cumulative  effect  of  a
     change in accounting principles and any gains or losses attributable
     to  writeups  or  writedowns of assets; and further  provided,  that
     there  shall  be  added to such net income (to the extent  otherwise
     deducted therefrom) any extraordinary losses.
     
          "Consolidated  Subsidiaries"  shall  mean  each  Subsidiary  of
     Holdings (whether now existing or hereafter created or acquired) the
     financial  statements  of  which shall  be  (or  should  have  been)
     consolidated with the financial statements of Holdings in accordance
     with GAAP.
     
          "Construction  Contract"   shall  mean  the  Contract  for  the
     Construction   and  Sale  of  a  103,000  Metric  Tons  Displacement
     Drillship (Hull No. 1255) dated September 5, 1997, between Reading &
     Bates  Drilling Co., Samsung Heavy Industries Co., Ltd. and  Samsung
     Corporation, together with any ancillary documents related  thereto,
     as assigned by Parent to the Borrower.
     
          "Control" means the possession, directly or indirectly, of  the
     power  to direct or cause the direction of the management or polices
     of  a  Person, whether through the ability to exercise voting power,
     by  contract  or  otherwise.  "Controlling"  and  "Controlled"  have
     meanings correlative thereto.
     
          "Credit  Party"  shall mean (i) prior to  the  First  Amendment
     Effective  Date,  R&BFD,  Parent,  the  Borrower,  Reading  &  Bates
     Exploration Co., Reading & Bates (A) Pty., Ltd., Reading  and  Bates
     Borneo Drilling Co., Ltd., Reading & Bates Offshore, Limited and  RB
     Rig  Corporation and (ii) after the First Amendment Effective  Date,
     R&B Falcon Corporation and the Borrower.
     
          "Deepwater Frontier" means the drillship being constructed  for
     a  joint  venture  on the date of this Agreement in  which  Holdings
     indirectly owns a 60% interest.
     
          "Deepwater  Pathfinder" means the drillship  being  constructed
     for  a joint venture on the date of this Agreement in which Holdings
     indirectly owns a 50% interest.
     
          "EBITDA"  shall  mean, for any period, the sum of  Consolidated
     Net Income for such period plus the following expenses or charges to
     the  extent  deducted from Consolidated Net Income in  such  period:
     interest, taxes, depreciation, depletion and amortization.
     
          "Eurodollar  Margin" shall mean a percentage  equal  0.75%  per
     annum.
     
          "First  Amendment"  shall  mean the  First  Amendment  to  this
     Agreement, dated as of April 24, 1998.
     
          "First   Amendment  Effective  Date"  shall  have  the  meaning
     provided in paragraph II.5. of the First Amendment.
     
          "Funded Debt" of any Person means, without duplication, (a) all
     obligations  of such Person for borrowed money, (b) all  obligations
     of  such  Person  evidenced by bonds, debentures, notes  or  similar
     instruments, (c) all Capital Lease Obligations of such  Person,  (d)
     all  Hedging  Obligations  of  such  Person,  (e)  all  obligations,
     contingent  or  otherwise, of such Person as  an  account  party  in
     respect  of  letters  of credit and letters  of  guaranty,  (f)  all
     obligations, contingent or otherwise, of such Person in  respect  of
     bankers'   acceptances  and  (g)  all  obligations,  contingent   or
     otherwise,  of such Person guaranteeing, indemnifying or having  the
     economic  effect  of guaranteeing any of the above described  Funded
     Debt of another Person.  The Funded Debt of any Person shall include
     the  Funded  Debt of any other entity (including any partnership  in
     which such Person is a general partner) to the extent such Person is
     liable  therefor as a result of such Person's ownership interest  in
     or  other  relationship with such entity, except to the  extent  the
     terms  of  such Funded Debt provide that such Person is  not  liable
     therefor.   Funded  Debt shall expressly exclude  Permitted  Project
     Debt.
     
          "Governmental  Requirement" shall mean any law, statute,  code,
     ordinance, order, determination, rule, regulation, judgment, decree,
     injunction,  franchise, permit, certificate, license,  authorization
     or  other directive or requirement (whether or not having the  force
     of  law), including, without limitation, Environmental Laws,  energy
     regulations  and  occupational,  safety  and  health  standards   or
     controls, of any Governmental Authority.
     
          "Guarantee"  of  or by any Person (the "guarantor")  means  any
     obligation,  contingent or otherwise, of the guarantor  guaranteeing
     or  having  the economic effect of guaranteeing any Indebtedness  or
     other obligation of any other Person (the "primary obligor") in  any
     manner, whether directly or indirectly, and including any obligation
     of  the  guarantor, direct or indirect, (a) to purchase or  pay  (or
     advance  or  supply  funds  for the purchase  or  payment  of)  such
     Indebtedness  or other obligation or to purchase (or to  advance  or
     supply  funds  for  the purchase of) any security  for  the  payment
     thereof,  (b) to purchase or lease property, securities or  services
     for  the purpose of assuring the owner of such Indebtedness or other
     obligation of the payment thereof, (c) to maintain working  capital,
     equity  capital  or  any  other  financial  statement  condition  or
     liquidity of the primary obligor so as to enable the primary obligor
     to  pay  such Indebtedness or other obligation or (d) as an  account
     party  in  respect  of any letter of credit or  letter  of  guaranty
     issued  to  support such Indebtedness or obligation; provided,  that
     the term Guarantee shall not include endorsements for collection  or
     deposit in the ordinary course of business.
     
          "Guarantor" shall mean R&B Falcon Corporation.
     
          "Guaranty"  shall  mean the Guaranty of  Holdings  pursuant  to
     Section 12.
     
          "Hedging   Agreement"  means  any  interest   rate   protection
     agreement,  foreign  currency exchange  agreement,  commodity  price
     protection agreement or other interest or currency exchange rate  or
     commodity price hedging arrangement.
     
          "Hedging  Obligations" of any person means the  net  obligation
     (not  the  notional amount) of such Person pursuant to  any  Hedging
     Agreement.
     
          "Holdings" shall mean (i) for all purposes prior to  the  First
     Amendment  Effective  Date and with respect  to  all  references  to
     Holdings which refer to dates prior to the First Amendment Effective
     Date,  R&BFD  and  (ii) for all purposes after the  First  Amendment
     Effective  Date  other than references to Holdings  which  refer  to
     dates  prior  to  the  First Amendment Effective  Date,  R&B  Falcon
     Corporation.
     
          "Indebtedness"  of any Person means, without  duplication,  (a)
     all obligations of such Person for borrowed money or with respect to
     deposits or advances of any kind, (b) all obligations of such Person
     evidenced  by  bonds, debentures, notes or similar instruments,  (c)
     all  obligations  of  such Person upon which  interest  charges  are
     customarily   paid,  (d)  all  obligations  of  such  Person   under
     conditional  sale  or other title retention agreements  relating  to
     property acquired by such Person, (e) all obligations of such Person
     in  respect  of the deferred purchase price of property or  services
     (excluding current accounts payable incurred in the ordinary  course
     of  business),  (f) all Indebtedness of others secured  by  (or  for
     which  the  holder  of  such Indebtedness  has  an  existing  right,
     contingent  or  otherwise, to be secured by) any  Lien  on  property
     owned  or  acquired by such Person, whether or not the  Indebtedness
     secured thereby has been assumed, (g) all Guarantees by such  Person
     of Indebtedness of others, (h) all Capital Lease Obligations of such
     Person, (i) all Synthetic Lease Obligations of such Person, (j)  all
     Hedging Obligations of such Persons, (k) all obligations, contingent
     or  otherwise,  of  such Person as an account party  in  respect  of
     letters  of  credit and letters of guaranty and (l) all obligations,
     contingent  or  otherwise, of such Person  in  respect  of  bankers'
     acceptances.   The  Indebtedness of any  Person  shall  include  the
     Indebtedness of any other entity (including any partnership in which
     such  Person  is  a general partner) to the extent  such  Person  is
     liable  therefor as a result of such Person's ownership interest  in
     or  other  relationship with such entity, except to the  extent  the
     terms  of  such Indebtedness provide that such Person is not  liable
     therefor.
     
          "Indenture"  shall mean the Indenture, dated as  of  April  14,
     1998,  between R&B Falcon Corporation, as Issuer, and Chase Bank  of
     Texas,  National Association, as Trustee, providing for the issuance
     of  $1,100,000,000  of  Senior Unsecured  Notes  and  all  renewals,
     extensions and modifications thereof permitted by the terms of  this
     Agreement.
     
          "Index  Debt"  means senior, unsecured, long-term  indebtedness
     for  borrowed money of Holdings that is not guaranteed by any  other
     Person or subject to any other credit enhancement.
     
          "Lien" means, with respect to any asset, (a) any mortgage, deed
     of  trust,  lien,  pledge,  hypothecation,  encumbrance,  charge  or
     security  interest in, on or of such asset, (b) the  interest  of  a
     vendor  or  a  lessor under any conditional sale agreement,  capital
     lease  or  title retention agreement (or any financing lease  having
     substantially  the  same economic effect as any  of  the  foregoing)
     relating  to  such  asset  and (c) in the case  of  securities,  any
     purchase option, call or similar right of a third party with respect
     to such securities.
     
          "Moody's" means Moody's Investors Service, Inc.
     
          "Parent"  shall mean Reading & Bates Drilling Co., an  Oklahoma
     corporation.
     
          "Permitted Encumbrances" means:

               (a)   Liens imposed by law for taxes that are not yet  due
          or  are  being  contested  in good  faith  and  by  appropriate
          proceedings  for which adequate reserves with respect  thereto,
          in accordance with GAAP, have been established;
          
               (b)  carriers', warehousemen's, mechanics', materialmen's,
          repairmen's,  maritime  and other like Liens  imposed  by  law,
          arising  in  the  ordinary  course  of  business  and  securing
          obligations  that are not overdue by more than 30 days  or  are
          being  contested  in good faith and by appropriate  proceedings
          for which adequate reserves with respect thereto, in accordance
          with GAAP, have been established;
          
               (c)   pledges and deposits made in the ordinary course  of
          business in compliance with workers' compensation, unemployment
          insurance and other social security laws or regulations;
          
               (d)   deposits  to secure the performance of  bids,  trade
          contracts,  leases, statutory obligations,  surety  and  appeal
          bonds,  performance  bonds  and other  obligations  of  a  like
          nature, in each case in the ordinary course of business;
          
               (e)   judgment liens in respect of judgments that  do  not
          constitute an Event of Default under Section 8.08;
          
               (f)   easements,  zoning restrictions,  rights-of-way  and
          similar encumbrances on real property imposed by law or arising
          in  the  ordinary  course of business that do  not  secure  any
          monetary  obligations and do not materially  detract  from  the
          value  of  the affected property or interfere with the ordinary
          conduct of business of Holdings or any Subsidiary; and
          
               (g)   any interest or title of a lessor or charterer under
          any  lease  or  charter between Holdings and any Subsidiary  or
          between  any  of  its  Subsidiaries or as  otherwise  permitted
          hereunder;
          
     provided  that the term "Permitted Encumbrances" shall  not  include
     any Lien securing Indebtedness.
     
          "Permitted Investments" means:

               (a)   direct obligations of, or obligations the  principal
          of and interest on which are unconditionally guaranteed by, the
          United  States  of  America (or by any agency  thereof  to  the
          extent such obligations are backed by the full faith and credit
          of  the United States of America), in each case maturing within
          one year from the date of acquisition thereof;
          
               (b)   investments in commercial paper maturing within  270
          days  from the date of acquisition thereof and having, at  such
          date  of acquisition, the highest credit rating obtainable from
          S&P or from Moody's;
          
               (c)   investments  in  certificates of  deposit,  banker's
          acceptances and time deposits maturing within 180 days from the
          date  of acquisition thereof issued or guaranteed by or  placed
          with,  and money market deposit accounts issued or offered  by,
          any  domestic office of any commercial bank organized under the
          laws of the United States of America or any State thereof which
          has a combined capital and surplus and undivided profits of not
          less than $500,000,000; and
          
               (d)   fully  collateralized repurchase agreements  with  a
          term  of  not  more  than 30 days for securities  described  in
          clause  (a) above and entered into with a financial institution
          satisfying the criteria described in clause (c) above.
          
          "Permitted Project Debt" means Indebtedness (including, without
     limitation,  or duplication, the Guarantee of any such  Indebtedness
     by  Holdings)  incurred  in  connection  with  the  construction  of
     Deepwater   Pathfinder,  Deepwater  Frontier   and   Drillship   III
     (including,  without limitation, the Loans) by the respective  joint
     venture  or Subsidiary owning such vessel not to exceed $375,000,000
     in  the  aggregate and all extensions, renewals and replacements  of
     any  such  Indebtedness by the primary obligor thereof that  do  not
     increase the outstanding principal amount thereof.
     
          "Prior  Indebtedness" means the Funded Debt of Holdings on  the
     date  of the R&B Falcon Credit Agreement, excluding the Indebtedness
     created under this Agreement and the Indebtedness evidenced  by  the
     Bonds.
     
          "R&B  Falcon Credit Agreement" shall mean the Credit Agreement,
     dated as of April 24, 1998, by and among R&B Falcon Corporation, the
     lenders   party   thereto   and  The  Chase   Manhattan   Bank,   as
     Administrative Agent.
     
          "Refundment  Guaranty"  shall mean  the  Letter  of  Refundment
     Guaranty,  dated  as of September 12, 1997, issued  by  The  Import-
     Export  Bank  of Korea in favor of Parent to support the obligations
     of Samsung under the Construction Contract, as assigned by Parent to
     the Borrower.
     
          "Restricted  Payment" means any dividend or other  distribution
     (whether in cash, securities or other property) with respect to  any
     shares  of any class of capital stock of Holdings or any Subsidiary,
     or  any  payment  (whether in cash, securities or  other  property),
     including  any  sinking fund or similar deposit, on account  of  the
     purchase,  redemption,  retirement,  acquisition,  cancellation   or
     termination of any such shares of capital stock of Holdings  or  any
     option, warrant or other right to acquire any such shares of capital
     stock of Holdings.
     
          "S&P" means Standard & Poor's.
     
          "Synthetic Lease Obligations" of any Person means the aggregate
     obligations  of such Person under each lease or a guaranty  of  such
     lease  which requires such Person to make payments of rent or  other
     amounts  over  the  term  of  such  lease,  including  payments   at
     termination, which are more than seventy percent (70%) but less than
     ninety  percent (90%) of the purchase price of the Property  subject
     to such lease but excluding interest at an imputed rate of interest.
     
          "Tangible  Net  Worth" means without duplication in  accordance
     with  GAAP  the  sum  of (i) the total amount of  capital  stock  of
     Holdings,  (ii)  preferred stock, (iii) paid-in  capital,  and  (iv)
     retained earnings minus the sum of (i) patents, patent applications,
     trademarks,  service  marks, copyrights, and trade  names  and  (ii)
     goodwill and all other intangibles.
     
          6.   The  Credit  Agreement is hereby further  amended  by  (i)
deleting  Annex V thereto in its entirety and inserting Annex V  attached
hereto in lieu thereof and (ii) by inserting immediately following  Annex
VI thereto Annexes 7.01 and 7.08 attached hereto.

          7.   On and after the First Amendment Effective Date, Parent is
hereby released from all obligations under and in respect of the Guaranty
contained  in  Section  12  of the Credit Agreement,  provided  that,  in
consideration  thereof, Holdings shall agree to assume, and  does  hereby
unconditionally assume for itself, all of Parent's obligations under  and
in  respect  of,  the  Guaranty contained in Section  12  of  the  Credit
Agreement.

          8.   On  and  after  the  First Amendment Effective  Date,  the
Subsidiary  Guaranty,  dated  as  of  February  24,  1998,  executed   in
connection  with  the  Credit Agreement (the  "Subsidiary  Guaranty")  is
hereby  terminated  and the guarantee of each party  to  such  Subsidiary
Guaranty is hereby released.

          9.   On  and  after  the  First Amendment Effective  Date,  the
Security Agreement shall be amended pursuant to an assignment and consent
in the form attached hereto as Exhibit A (the "Assignment and Consent").


II  Miscellaneous Provisions.

          1.   In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:

          (a)   no  Default or Event of Default exists as  of  the  First
     Amendment Effective Date both before and after giving effect to this
     Amendment; and
     
          (b)  except as may be expressly modified by this Amendment, all
     of  the  representations  and warranties  contained  in  the  Credit
     Agreement and the other Credit Documents are true and correct in all
     material respects on the First Amendment Effective Date both  before
     and  after giving effect to this Amendment, with the same effect  as
     though  such representations and warranties had been made on and  as
     of  the First Amendment Effective Date (it being understood that any
     representation or warranty made as of a specific date shall be  true
     and correct in all material respects as of such specific date).
     
          2.   This  Amendment  is  limited as specified  and  shall  not
constitute a modification, acceptance or waiver of any other provision of
the Credit Agreement or any other Credit Document.

          3.    This   Amendment  may  be  executed  in  any  number   of
counterparts   and   by  the  different  parties   hereto   on   separate
counterparts,  each  of  which counterparts when executed  and  delivered
shall be an original, but all of which shall together constitute one  and
the same instrument.  A complete set of counterparts shall be lodged with
the Borrower and the Agent.

          4.   THIS  AMENDMENT  AND  THE RIGHTS AND  OBLIGATIONS  OF  THE
PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY  THE
LAW OF THE STATE OF NEW YORK.

          5.   This  Amendment shall become effective on  the  date  (the
"First Amendment Effective Date") when the following conditions have been
met  to  the satisfaction of the Agent and the Required Banks (determined
immediately after the occurrence of the First Amendment Effective Date):

          
          
          (i)   the Agent shall have received from R&B Falcon Corporation
     certified  copies  of  resolutions  of  the  Board  of  Directors or
     statements of unanimous  written  consent  in  lieu  thereof  of R&B
     Falcon Corporation with  respect  to  the  matters set forth in this
     Amendment  and  such resolutions shall be satisfactory to the Agent;

          (ii) (x) Parent shall have assigned all of its right, title and
     interest  in  and  to the Construction Contract and  the  Refundment
     Guaranty  to  the  Borrower pursuant to an assignment  in  form  and
     substance satisfactory to the Administrative Agent, which assignment
     shall  have been duly delivered to the Administrative Agent and  (y)
     Parent  and  the Borrower shall have duly authorized,  executed  and
     delivered the Assignment and Consent;
     
          (iii)      the  Borrower shall have paid to the Agent  and  the
     Banks  all  costs, fees and expenses (including, without limitation,
     legal  fees and expenses) payable to the Agent and the Banks to  the
     extent then due;
     
          (iv)  all  corporate and legal proceedings and all  instruments
     and  agreements in connection with the transactions contemplated  by
     this  Amendment shall be satisfactory in form and substance  to  the
     Agent and the Required Banks, and the Agent shall have received  all
     information  and  copies  of  all documents  and  papers,  including
     records of corporate proceedings or governmental approvals, if  any,
     which  the  Agent  may have requested in connection therewith,  such
     documents  and  papers where appropriate to be certified  by  proper
     corporate or governmental authorities;
     
          (v)   each  of  R&B  Falcon  Corporation,  R&BFD,  Parent,  the
     Borrower  and  each  of  the Banks shall have signed  a  counterpart
     hereof  (whether the same or different counterparts) and shall  have
     delivered (including by way of facsimile transmission) the  same  to
     the Agent at its Notice Office; and
     
          (vi)   the  Agent shall have received, and shall  be  satisfied
     with  both  the  form and substance of, an opinion of Wayne  Hillin,
     counsel  to  R&B  Falcon Corporation, Parent and the Borrower,  with
     respect to the matters contemplated by the First Amendment.
     
Unless  the  Agent  has received actual notice from  any  Bank  that  the
conditions  contained above have not been met, upon the  satisfaction  of
the  condition  described  in  clause (v) of  the  immediately  preceding
sentence  and  upon the Agent's good faith determination that  the  other
conditions  described above have been met, the First Amendment  Effective
Date  shall  be  deemed to have occurred, regardless  of  any  subsequent
determination that one or more of the conditions thereto had not been met
(although the occurrence of the First Amendment Effective Date shall  not
release  Holdings  or  the  Borrower from any liability  for  failure  to
satisfy  one or more of the applicable conditions specified above).   The
Agent  will  give  the  Borrower  and each  Bank  prompt  notice  of  the
occurrence of the First Amendment Effective Date.

          6.  From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents
to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended hereby.

                         *          *          *
          
          
          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.

                              R&B FALCON CORPORATION
                              
                              By:______________________________
                                    Title:
                              
                              R&B FALCON DRILLING (INTERNATIONAL &
                              DEEPWATER) INC. (f/k/a Reading & Bates
                              Corporation)
                              
                              By:______________________________
                                    Title:
                              
                              READING & BATES DRILLING CO.
                              
                              By:______________________________
                                    Title:
                              
                              RB DEEPWATER EXPLORATION III INC.
                              
                              By:______________________________
                                    Title:
                              
                              CHRISTIANIA BANK OG KREDITKASSE, NEW YORK
                              BRANCH, Individually and as Agent
                              
                              By:______________________________
                                    Title:
                              
                              By:______________________________
                                    Title:
                              
                              CREDIT LYONNAIS NEW YORK BRANCH,
                              Individually and as Syndication Agent
                              
                              By:______________________________
                                    Title:
                              
                              SKANDINAVISKA ENSKILDA BANKEN AB (Publ.)
                              
                              By:______________________________
                                    Title:
                              
                              By:______________________________
                                    Title:
                              
                              CREDIT AGRICOLE INDOSUEZ
                              
                              By:______________________________
                                    Title:
                              
                              BANK OF NOVA SCOTIA
                              
                              By:______________________________
                                    Title:
                              

                                                                ANNEX V

                                LIENS
                              
     1.   Mortgage of a Ship dated September 8, 1995 between Reading &
          Bates (Caledonia) Limited, a subsidiary of R&B, and BP
          Exploration Operating Company Limited, in connection with item
          6 in Annex IV.

     2.   Mortgage  of a Ship dated September 8, 1995 between  Reading  &
          Bates  (Caledonia) Limited, a subsidiary of  R&B,  and  Britoil
          plc., in connection with item 6 in Annex IV.
          
     3.   Deed  of  Covenant  dated September 8, 1995 between  Reading  &
          Bates  (Caledonia)  Limited,  a  subsidiary  of  R&B,  and   BP
          Exploration Operating Company Limited, in connection with  item
          6 in Annex IV.
          
     4.   Deed  of  Covenant  dated September 8, 1995 between  Reading  &
          Bates  (Caledonia) Limited, a subsidiary of  R&B,  and  Britoil
          Public Limited Company in connection with item 6 in Annex IV.
          
     5.   First Naval Mortgage on the "SEILLEAN" dated December 14,  1996
          between TRB Holding Corporation in favor of Nissho Iwai  Europe
          PLC, in connection with item 12 in Annex IV.
          
     6.   Collateral  Assignment of Deposit Account, Pledge and  Security
          Agreement  dated  December  14,  1996  with  respect   to   the
          "SEILLEAN"  between  TRB Holding Corporation  and  Nissho  Iwai
          Europe PLC, in connection with item 12 in Annex IV.
          
     7.   Assignment  of Insurances dated December 14, 1996 with  respect
          to the "SEILLEAN" between TRB Holding Corporation and Reading &
          Bates  (U.K.) Limited and Nissho Iwai Europe PLC, in connection
          with item 12 in Annex IV.
          
     8.   Vessel  mortgage  dated July 25, 1994 by  Falcon  in  favor  of
          Diamond  Services Corporation with respect to one  of  Falcon's
          barge rigs, in connection with item 13 in Annex IV.
          
     9.   Texas  and Louisiana UCC-1 Financing Statements filed  July  2,
          1994  in favor of Diamond Services Corporation with respect  to
          two of Falcon's barge rigs, in connection with item 13 in Annex
          IV.
          
     10.  First   Preferred  Mortgage  on  the  vessel  "Coastal  Golden"
          (Peregrine  VI)  in  favor of Coastal Capital  Corporation,  in
          connection with item 14 in Annex IV.
          
     11.  Liens - BSI Assets, in connection with item 15 in Annex IV.
          

                                                                ANNEX 7.01

                          EXISTING INDEBTEDNESS
                                    
For  purposes  of  this  schedule  only "Falcon"  means  Falcon  Drilling
Company, Inc. and "R&B" means Reading & Bates Corporation.

     1.   Indenture  relating to R&B's 8% Senior Subordinated Convertible
          Debentures   due  1998  dated  as  of  August  29,   1989,   as
          supplemented,  between  R&B  and  IBJ  Schroder  Bank  &  Trust
          Company,   as   Trustee   (outstanding   principal   amount   -
          $18,494,500).
          
     2.   Indenture  dated  as  of January 15, 1994, between  Falcon  and
          Texas  Commerce Bank National Association, as Trustee, relating
          to  Falcon's  9-3/4%  senior notes and  guaranteed  by  certain
          subsidiaries   of  Falcon  (outstanding  principal   amount   -
          $5,250,000).
          
     3.   Floating  Rate  Senior  Note Purchase Agreement,  dated  as  of
          February  23,  1994, by and between Falcon and Crescent/Mach  I
          Partners,  L.P.,  and  guaranteed by  certain  subsidiaries  of
          Falcon (outstanding principal amount - $9,000,000).*
          
     4.   Indenture  dated as of March 1, 1996, between Falcon  and  Bank
          One,  Texas,  N.A.,  as  trustee, relating  another  series  of
          Falcon's   senior   notes  (outstanding  principal   amount   -
          $345,000).
          
     5.   Indenture  dated  as  of  April 14,  1998  between  R&B  Falcon
          Corporation  and Chase Bank of Texas, National Association,  as
          Trustee (outstanding principal amount - $1,100,000,000).
          
     6.   Agreement   for  the  sale  and  purchase  of  Semi-Submersible
          Emergency Support Vessel Iolair dated September 8, 1995 between
          BP  Exploration Operating Company Limited and Reading  &  Bates
          (Caledonia) Limited, a subsidiary of R&B (outstanding principal
          amount - $7,500,000).
          
     7.   Performance Guarantee dated September 8, 1995 by R&B  in  favor
          of BP Exploration Operating Company Limited, in connection with
          item 6 above.
          
     8.   Performance Guarantee dated September 8, 1995 by R&B  in  favor
          of Britoil plc, in connection with item 6 above.
          
     9.   Initial  Services  Agreement dated September  8,  1995  between
          Britoil  Public Limited Company and Reading & Bates (Caledonia)
          Limited, a subsidiary of R&B, in connection with item 6 above.
          
     10.  Heads  of Agreement for the provision of Vessel Services  dated
          September  8,  1995  between Britoil  Public  Limited  Company,
          Reading  & Bates (Caledonia) Limited, a subsidiary of R&B,  and
          R&B, in connection with item 6 above.
          
     11.  Letter of Credit Agreement dated December 30, 1996 between R&B,
          as guarantor, Reading & Bates Drilling Co., and Christiana Bank
          og Kreditkasse, New York Branch ($20,000,000 facility).
          
     12.  Loan  Agreement dated as of December 14, 1996 among TRB Holding
          Corporation,  Reading & Bates (U.K.) Limited  and  Nissho  Iwai
          Europe PLC (outstanding principal amount - $24,774,244).
          
     13.  Two  promissory notes dated June 30, 1994 payable by subsidiary
          of Falcon to  Diamond    Services   Corporation    (outstanding
          principal amount - $536,646).
          
     14.  Secured promissory note dated January 1997 payable by Falcon to
          Coastal  Capital  Corporation (outstanding principal  amount  -
          $6,390,000).*
          
     15.  Four  promissory  notes payable by a subsidiary  of  Falcon  to
          First   National   Bank  of  Commerce  (outstanding   aggregate
          principal amount - $6,958,378).*
          
     16.  Undertaking  dated  September  30,  1997  by  Reading  &  Bates
          Drilling Co. to Arthur Andersen with respect to Reading & Bates
          (U.K.) Limited with respect to the continuance of its business.
          
     17.  Indemnification Agreement by R&B in favor of Conoco Development
          Company with respect to equity contributions by a subsidiary of
          R&B  required  under  the  Liability  Company  Agreement  dated
          October  28,  1996 between Conoco Development  Company  and  RB
          Deepwater Exploration Inc.
          
     18.  Indemnification Agreement by R&B in favor of Conoco Development
          II Inc. with respect to equity contributions by a subsidiary of
          R&B  required under the Liability Company Agreement dated April
          30,  1997  between Conoco Development II Inc. and RB  Deepwater
          Exploration II Inc.
          
     19.  Guaranty  by  R&B and certain of its subsidiaries in  favor  of
          Bank   of  America  National  Trust  and  Savings  Association,
          National  Westminster PLC, New York Branch  and  certain  other
          lending institutions party to the Credit Agreement dated as  of
          November 10, 1997 among Deepwater Drilling II L.L.C. and  those
          institutions.

____________________________
* To be repaid on or before June 30, 1998


                                                                ANNEX 7.08

          
                         RESTRICTIVE AGREEMENTS
                                    
     1.   R&B Falcon Credit Agreement.
          
     2.   Letter  of  Credit  Agreement dated as  of  December  30,  1996
          between R&B, Reading & Bates Drilling Co., and Christiana  Bank
          og Kreditkasse, New York Branch.
          
     3.   Indenture  dated  as  of January 15, 1994, between  Falcon  and
          Texas  Commerce  Bank National Association,  as  Trustee,  with
          respect  to Falcon's 9-3/4% senior notes (outstanding principal
          amount - $5,250,000).
          
     4.   Floating  Rate  Senior  Note Purchase Agreement,  dated  as  of
          February  23,  1994, by and between Falcon and Crescent/Mach  I
          Partners, L.P., including a form of Note (outstanding principal
          amount - $9,000,000).
          
     5.   Indenture  dated as of March 1, 1996, between Falcon  and  Bank
          One, Texas, N.A., as trustee, with respect to another series of
          Falcon's   senior   notes  (outstanding  principal   amount   -
          $345,000).
          
     6.   First   Preferred  Mortgage  on  the  vessel  "Coastal  Golden"
          (Peregrine  VI)  in  favor of Coastal Capital  Corporation,  in
          connection with item 14 in Annex 7.01.
          
     7.   Loan  Agreement dated January 17, 1991 between Falcon  Drilling
          Company,  Inc.  and Coastal Capital Corporation, in  connection
          with item 14 in Annex 7.01.
          
     8.   Credit  and Sale Agreement dated June 30, 1994 between  Diamond
          Services  Corporation  and Eilert-Olsen Investments,  Inc.,  in
          connection with item 13 in Annex 7.01.
          
     9.   First  Preferred  Mortgage dated July 25,1994  by  Eilert-Olsen
          Investments,   Inc.   to  Diamond  Services   Corporation,   in
          connection with items 13 in Annex 7.01.
          
     10.  BSI, in connection with item 15 in Annex 7.01.