EXHIBIT 10.218
                                    
                   THIRD AMENDMENT TO CREDIT AGREEMENT
                                    
          THIRD  AMENDMENT TO CREDIT AGREEMENT, dated as of  December  9,
1998  (this  "Amendment"),  among  R&B  FALCON  CORPORATION,  a  Delaware
corporation  ("Holdings"), RBF DEEPWATER EXPLORATION III INC.,  a  Nevada
corporation  (f/k/a RB Deepwater Exploration III Inc.) (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,  Holdings, 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.   Section 7.01 of the Credit 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 Holdings in an aggregate
     principal   amount  not  to  exceed  $400,000,000   and   additional
     subordinated  Indebtedness  of Holdings 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) Holdings 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
     
          2.   Section 7.02 of the Credit 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)  Holdings 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
     Holdings' Consolidated Net Worth (as defined in the Indenture); and
     
          (f)   Holdings 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).
     
          3.   Section 7.06 of the Credit 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
     
          4.   Section 7.10 of the Credit 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.  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  3.75:1.00.  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  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.
     
          5.   Section  9  of the Credit Agreement is hereby  amended  by
deleting  the  definitions of "Eurodollar Margin" and "Permitted  Project
Debt"  appearing  therein  and inserting the following  new  definitions,
respectively, in lieu thereof:

          "Eurodollar Margin" shall mean a percentage equal to 1.25%  per
annum.

          "Permitted  Project  Debt" shall mean Indebtedness  (including,
     without  limitation,  or  duplication, the  Guarantee  of  any  such
     Indebtedness by Holdings and, in the case of clause (ii) below,  the
     issuance by Holdings 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.
     

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  Third
     Amendment Effective Date both before and after giving effect to this
     Amendment; and
     
          (b)  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 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.   In order to induce the Banks to enter into this Amendment,
Holdings  and  the Borrower hereby agree that in the event  the  Borrower
takes delivery of the Drillship pursuant to the Construction Contract  at
any  time  prior to the Maturity Date, the Borrower shall  grant  to  the
Collateral  Agent  on such date a first preferred ship  mortgage  on  the
Drillship, and shall deliver to the Agent such legal opinions  and  other
documentation  with respect to such security interest as  the  Agent  may
reasonably request, all of which shall be reasonably satisfactory in form
and substance to the Agent.

          3.   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.

          4.    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.

          5.   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.

          6.   This  Amendment shall become effective on  the  date  (the
"Third Amendment Effective Date") when (i) each of Holdings, the Borrower
and  the  Required 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 (ii) Holdings and/or the Borrower shall have paid to each Bank
an  amendment fee equal to 0.15% of such Banks Commitment as in effect on
the Third Amendment Effective Date immediately prior to giving effect  to
this  Amendment.  The Agent will give the Borrower and each  Bank  prompt
notice of the occurrence of the Third Amendment Effective Date.

          7.   From  and  after the Third 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:
                              
                              RBF 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: