EXHIBIT 10.171
                                    
                                    
              THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENT
                                    
          THIRD  AMENDMENT  TO LETTER OF CREDIT AGREEMENT,  dated  as  of
October  22,  1998  (this "Amendment"), among R&B FALCON  CORPORATION,  a
Delaware corporation (the "Obligor") and CHRISTIANIA BANK OG KREDITKASSE,
NEW  YORK BRANCH (the "Bank").  All capitalized terms used herein and not
otherwise defined shall have the meanings provided such terms in the  L/C
Agreement referred to below.

                          W I T N E S S E T H :
                                    
          WHEREAS,  the Obligor and the Bank are parties to a  Letter  of
Credit Agreement, dated as of December 30, 1996 (as amended to date,  the
"L/C Agreement"); and

          WHEREAS, the parties thereto and hereto wish to amend  the  L/C
Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I.  Amendments to L/C Agreement.

          1.   Section 1.01(c) of the L/C Agreement is hereby amended  by
deleting the reference therein to "$20,000,000" and inserting a reference
to "$10,000,000" in lieu thereof.

          2.   Section  5.05  of the L/C Agreement is hereby  amended  by
deleting  clause (a) thereof in its entirety and inserting the  following
new clause (a) in lieu thereof:

          (a)   All  Letters of Credit issued hereunder shall be used  to
     provide  for the general corporate purposes of the Obligor  and  its
     Subsidiaries; provided that no Letter of Credit shall be  issued  to
     support Indebtedness for borrowed money of the Obligor or any of its
     Subsidiaries.
     
          3.   Section 7.01 of the L/C Agreement is hereby amended by (i)
deleting  the  word  "and"  at  the  end  of  clause  (f)  thereof,  (ii)
redesignating  clause (g) thereof as clause (h) and (iii)  inserting  the
following new clause (g) immediately following clause (f) thereof:

          (g)   Additional  senior Indebtedness  of  the  Obligor  in  an
     aggregate principal amount not to exceed $400,000,000 and additional
     subordinated  Indebtedness of the Obligor in an aggregate  principal
     amount  not  to exceed $200,000,000; provided that (i) no respective
     issue  of  Indebtedness incurred pursuant to this clause  (g)  shall
     have  any scheduled amortization payments or a final maturity  prior
     to   the  fourth  anniversary  of  the  initial  borrowing  of  such
     respective issue of Indebtedness and (ii) the Obligor shall not make
     any  optional  repayments  (whether in cash,  securities,  or  other
     property), including any sinking fund or similar deposit, on account
     of such Indebtedness; and
     
          4.   Section 7.02 of the L/C Agreement is hereby amended by (i)
deleting  the word "and" at the end of clause (c) thereof, (ii)  deleting
the period at the end of clause (d) thereof and inserting a semi-colon in
lieu  thereof and (iii) inserting the following new clauses (e)  and  (f)
immediately following clause (d) thereof:

          (e)   the  Obligor  and its Subsidiaries may pledge  assets  in
     support of Indebtedness permitted by Section 7.01(e), provided  that
     the  aggregate  principal amount of Indebtedness  secured  by  Liens
     permitted by this clause (e) shall not at any time exceed  15.0%  of
     the  Obligor's Consolidated Net Worth (as defined in the Indenture);
     and
     
          (f)  the Obligor and its Subsidiaries may pledge the rig RBS8M,
     the  contract with Shell Deepwater Development Inc. relating to such
     rig,  the  construction contact with respect to  such  rig  and  the
     insurances  maintained on such rig in support of  Permitted  Project
     Debt described in clause (ii) of the definition of Permitted Project
     Debt  (including any refinancing of such Indebtedness  permitted  by
     clause (iii) of the definition of Permitted Project Debt).
     
          5.   Section 7.06 of the L/C Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (b) thereof and inserting  a
comma  in  lieu thereof and (ii) inserting the following new  clause  (d)
immediately prior to the period at the end of clause (c) thereof:

     and  (d) Arcade Drilling AS may make share capital distributions  to
     its  shareholders  pro rata according to their respective  ownership
     percentages
     
          6.   Section  7.10  of the L/C Agreement is hereby  amended  by
deleting  said  section in its entirety and inserting the  following  new
Section 7.10 in lieu thereof:

          7.10.  EBITDA Leverage Ratio.  The Obligor will not permit  its
     EBITDA  Leverage Ratio as of the end of any fiscal  quarter  of  the
     Obligor (calculated quarterly at the end of each fiscal quarter) (x)
     ending  on or before December 31, 1999, to be greater than 3.75:1.00
     and  (y)  ending  thereafter,  to be greater  than  3.25:1.00.   For
     purposes  of this Section 7.10, "EBITDA Leverage Ratio"  shall  mean
     the  ratio of (i) the difference of Funded Debt minus cash and  cash
     equivalents  of the Obligor 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.
     
          7.   Section  9  of  the  L/C Agreement is  hereby  amended  by
deleting the definitions of "Maturity Date" and "Permitted Project  Debt"
appearing   therein   and  inserting  the  following   new   definitions,
respectively, in lieu thereof:

          "Maturity Date" shall mean June 30, 2000.
     
          "Permitted  Project  Debt" shall mean Indebtedness  (including,
     without  limitation,  or  duplication, the  Guarantee  of  any  such
     Indebtedness by the Obligor and, in the case of clause  (ii)  below,
     the  issuance by the Obligor or any of its Subsidiaries of a  surety
     bond  in  support of any such Indebtedness) incurred  in  connection
     with   (i)  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,  (ii)  the
     construction  of  the  rig RBS8M (formerly  RBS6)  in  an  aggregate
     principal   amount  not  to  exceed  $250,000,000  and   (iii)   all
     extensions,  renewals  and  replacements of  any  such  Indebtedness
     described  in  clauses  (i) and (ii) above by  the  primary  obligor
     thereof  that  do  not  increase  the outstanding  principal  amount
     thereof.
     
          8.   Notwithstanding anything to the contrary contained in  the
L/C   Agreement  (including,  without  limitation,  Section  7.08),   the
indenture governing the Obligor's $400,000,000 notes offering closing  on
or  about  December 22, 1998 shall be permitted to contain such  negative
covenants  with respect to Liens and Restricted Payments as  the  Obligor
deems appropriate to effectuate such notes offering.


II  Miscellaneous Provisions.

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

          (a)   no  Default or Event of Default exists as  of  the  Third
     Amendment Effective Date both before and after giving effect to this
     Amendment; and
     
          (b)  all of the representations and warranties contained in the
     L/C Agreement and the other Credit Documents are true and correct in
     all  material  respects on the Third 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 Third 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 L/C 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 Obligor 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
"Third  Amendment Effective Date") when the Obligor and  the  Bank  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 Bank at its Notice Office.

          6.   From  and  after the Third Amendment Effective  Date,  all
references in the L/C Agreement and each of the other Credit Documents to
the  L/C  Agreement shall be deemed to be references to the L/C 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:
                              
                              
                              CHRISTIANIA BANK OG KREDITKASSE, NEW YORK
                              BRANCH
                              
                              
                              By:_________________________
                                    Title:
                              
                              
                              By:_________________________
                                    Title: