EXHIBIT 10.214
                                                                         
                   THIRD AMENDMENT TO CREDIT AGREEMENT

    This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment")  is
entered  into  as  of  January  29, 1999 (the  "Effective  Date"),  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
financial  institutions party to this Third 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 and the Exiting  Banks  (as  herein
defined),  the  Administrative  Agent and  the  Documentation  Agent  are
parties  to a certain Credit Agreement dated as of November 10,  1997  as
amended by First Amendment and Release of Guaranty dated as of April  24,
1998, as amended by Second Amendment dated as of November 9, 1998 (as  at
any  time  further amended, modified or supplemented and in  effect  from
time to time, the "Credit Agreement"); and

    WHEREAS,  immediately  prior  to  the  effectiveness  of  this  Third
Amendment,  seven financial institutions were parties as "Banks"  to  the
Credit  Agreement,  the aggregate Commitments were $225,000,000  and  the
Revolving Termination Date was January 30, 1999; and simultaneously  with
the  effectiveness of this Third Amendment, the Commitments  of  four  of
said  financial institutions (the "Exiting Banks") expire and the Company
is repaying outstanding Loans owed to the Exiting Banks; and

   WHEREAS, the Company has requested that the Banks extend the Revolving
Termination  Date  and  permit  certain  loans  from  members  as  herein
described; and

    WHEREAS,  subject to the terms and conditions herein  contained,  the
Banks are willing to consent to the above-described requests by executing
this Third 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.    (a)   Amendment  to  Section  7.05  (Limitation   on
Indebtedness).  Section 7.05 is hereby amended by deleting the period  at
the  end  of  clause  (c) and adding the following at  the  end  of  said
Section:  "; and (d) Indebtedness consisting of loans from the members of
the Company not to exceed the aggregate principal amount of $135,000,000,
for  the purpose of repaying amounts owed hereunder to the Exiting  Banks
and funding costs associated with construction of the Drillship."

   (b)    Reference is made to Section 2 of the Consent and Waiver Letter
dated  effective as of January 21, 1999, which stated that  "the  Company
shall  be  permitted  to incur Indebtedness in an amount  not  to  exceed
$45,000,000  in  principal amount in order to fund costs associated  with
construction of the Drillship".  The parties agree that such Section 2 of
said  Consent  and  Waiver is superseded hereby and therefore  is  of  no
further force or effect.

    SECTION  2.   Definition of Applicable Margin.  Clause  (ii)  of  the
definition  of  "Applicable Margin" set forth in  Schedule  1.01  of  the
Credit  Agreement  is  hereby  amended  deleting  "0.35%"  and  inserting
"0.50%".

    SECTION  3.  Extension of Revolving Termination Date.  The definition
of  "Revolving Termination Date" set forth in Schedule 1.01 of the Credit
Agreement  is hereby amended by deleting "January 30, 1999" and inserting
"March 31, 1999."

    SECTION  4.  Amended Schedule 2.01; Banks and Commitments.   Schedule
2.01 of the Credit Agreement is hereby deleted and replaced with Schedule
2.01  in  the form attached hereto.  The parties to this Third  Amendment
hereby  acknowledge  and agree that from and after the  effectiveness  of
this  Third Amendment, the Exiting Banks are no longer "Banks" as defined
in  the  Credit  Agreement  and  are no  longer  parties  to  the  Credit
Agreement.

    SECTION  5.  Additional Commitment Fee.  The Company agrees  that  on
March 1, 1999, if the Commitments have not been terminated by the Company
pursuant  to Section 2.05 of the Credit Agreement by such date  (and  all
Obligations  repaid at the time of such termination), then  on  March  1,
1999 the Company shall pay to each Bank a commitment fee equal to 5 basis
points based on such Bank's Commitment in effect at such time.

    SECTION  6.   Representations and Warranties  of  the  Company.   The
Company  represents and warrants to the Agents and to each of  the  Banks
that:

      (a)   This  Third 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 Third 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 Third Amendment, no Default or Event of Default has
occurred and is continuing.

    SECTION  7.  Conditions of Effectiveness.  The Company shall  deliver
the  following to the Administrative Agent as conditions precedent to the
effectiveness of this Third Amendment:

      (a)   Payment by the Company of an amount sufficient to  repay  all
outstanding  loans  made  by  the Exiting Banks,  together  with  accrued
interest  thereon and any other amounts owed to the Exiting  Banks  under
the Credit Agreement;

      (b)   This Third 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;

      (c)  Payment by the Company to each Bank of an amendment fee in  an
amount equal to 5 basis points based on each Bank's Commitment;

     (d)  A Certificate signed by the members of the Borrower, consenting
to  the execution and delivery of this Third Amendment and certifying the
name  and  true signature of the representative authorized to  sign  this
Third Amendment;

      (e)   Copies  of  resolutions of the board  of  directors  of  each
Guarantor authorizing its officer to execute this document, certified  as
by  the  Secretary or an Assistant Secretary of such Guarantor, or  other
evidence of authority; and

      (f)   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 8.  Effect of Amendment.  This Third 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 Third Amendment.   Except  as  otherwise
expressly  provided by this Third 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 Third Amendment and such Credit Agreement shall be read and
construed as one instrument.

   SECTION 9.  Miscellaneous  This Third 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 Third Amendment are for convenience  of
reference only and shall not define or limit the provisions hereof.  This
Third  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   Third
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  THIRD
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  Third
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 THIRD AMENDMENT
                          TO CREDIT AGREEMENT]
                                    
                                    
                                    
                                 BANK  OF AMERICA NATIONAL  TRUST
                                 AND   SAVINGS  ASSOCIATION,   as
                                 Administrative Agent  and  as  a
                                 Bank
                                 
                                 By_________________________
                                    Claire M. Liu
                                    Managing Director


            [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDMENT
                          TO CREDIT AGREEMENT]


                                 NATIONAL WESTMINSTER BANK PLC
                                 NEW YORK BRANCH, as
                                 Documentation Agent and 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 THIRD AMENDMENT
                          TO CREDIT AGREEMENT]
                                    

                                 RZB FINANCE LLC
                                 
                                 
                                 By_________________________
                                   Name:
                                   Title:
                                 
                                 
                                 By_________________________
                                   Name:
                                   Title:
                                 
                                 

            [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDMENT
                          TO CREDIT AGREEMENT]



                          CONSENT OF GUARANTOR

     The  undersigned Guarantor hereby consents to the provisions of  the
foregoing  Third  Amendment to Credit Agreement, 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. (formerly
                                 Continental Oil Company)
                                 
                                 
                                 By_________________________
                                  Name:
                                  Title:
                                 


            [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDMENT
                          TO CREDIT AGREEMENT]


                          CONSENT OF GUARANTOR

     The  undersigned Guarantor hereby consents to the provisions of  the
foregoing  Third  Amendment to Credit Agreement, and  confirms  that  the
Guaranty Agreement dated as of April 24, 1998 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 THIRD AMENDMENT
                          TO CREDIT AGREEMENT]

                                    
                              SCHEDULE 2.01
            COMMITMENTS, OUTSTANDING LOANS AND PRO RATA SHARE
                          AFTER THIRD AMENDMENT


Bank                              Commitment       Pro Rata Share
----                              ----------       --------------
Bank of America NT&SA            $ 87,500,000          65.00%
National Westminster Bank PLC    $ 32,500,000          24.00%
RZB Finance LLC                  $ 15,000,000          11.00%
                                
                                 $135,000,000         100.00%
                                 ============         ======