EXHIBIT 10.183
                                                                         
                          AMENDMENT NO.1 TO
                  LIMITED LIABILITY COMPANY AGREEMENT

     Amendment No. 1 dated as of February 7, 1997 ("Amendment No. 1")  to
the  Limited Liability Company Agreement made and entered into on October
28,  1996  (the  "Agreement") by and between Conoco  Development  Company
(sometimes  referred  to as "Conoco") and RB Deepwater  Exploration  Inc.
(sometimes referred to as "Reading & Bates").

     For  and  in  consideration  of the mutual  covenants,  rights,  and
obligations  contained herein, the benefits to be derived therefrom,  and
other  good  and  valuable consideration, the receipt and sufficiency  of
which  are  hereby acknowledged, the Members hereby agree  to  amend  the
Agreement, effective as of the first date shown above, as follows:

     A.    Definitions.   Unless  otherwise defined  in  this  Amendment,
capitalized terms shall have the respective meanings ascribed to them  in
the Agreement.

     B.    Amendments  to  the Agreement.  The Agreement  is  amended  as
follows:

     1.   Section  3.2  of  the Agreement is amended in its  entirety  to
          read:

               "3.2  Purposes.  The purposes of the Company  are  (a)  to
               cause the Drillship to be built and equipped, as described
               in Exhibit "A", to take delivery of the Drillship from the
               Builder, to operate the Drillship and perform the Drilling
               Contract and other drilling and related contracts obtained
               by the Company for the Drillship, and to carry out any and
               all  modifications  to the Drillship deemed  necessary  or
               appropriate   by   the   Members   Committee    (including
               modifications  to  the Drillship which  might  change  the
               overall  use of same from a mobile offshore drilling  unit
               to  a floating production, storage and offloading vessel),
               (b)  to  obtain  the necessary permanent and  construction
               financing  [it  being  understood  and  agreed  that  with
               respect  to  the  construction  financing  Conoco  or   an
               Affiliate  of  Conoco  shall provide  the  necessary  cost
               overrun guaranties in a form acceptable to Conoco  or  its
               Affiliate  and  the  Company (such construction  financing
               meeting  such other conditions as Conoco or its  Affiliate
               and the Company may require) to support such financing for
               the Company from third parties (without any obligation  of
               Reading & Bates to provide any such guaranties) to  enable
               the  Company to acquire the Drillship (including  entering
               into  the Purchase Note)], and to enter into from time  to
               time   such  other  financing  arrangements  as   may   be
               necessary, appropriate, or advisable to enable the Company
               to  accomplish  its  purposes  and  to  mortgage,  pledge,
               assign,   grant  a  security  interest  in,  or  otherwise
               encumber  the Drillship, its earnings and insurances,  and
               any  or  all  of  the other Company assets to  secure  the
               Purchase  Note and such other financing arrangements,  (c)
               to contract for a second shipshape self-propelled offshore
               drilling  vessel, substantially the same as the Drillship,
               (the  "Second Drillship") to be built by the Builder,  and
               if  the  necessary approvals are obtained, to  notify  the
               Builder  on or before April 30, 1997, all as specified  in
               the  construction  contract between the  Builder  and  the
               Company  for the Second Drillship, and proceed to complete
               construction and take delivery of the Second Drillship, to
               obtain  the necessary construction and permanent financing
               (on  terms and conditions satisfactory to the Members)  to
               enable   the  Company  to  take  delivery  of  the  Second
               Drillship,  to  operate the Second Drillship  and  perform
               drilling and related contracts obtained by the Company for
               the  Second  Drillship,  and to  carry  out  any  and  all
               modifications  to  the  Second  Drillship  to  the  Second
               Drillship   deemed  necessary  by  the  Members  Committee
               (including  modifications  to the  Drillship  which  might
               change  the  overall use of same from  a  mobile  offshore
               drilling  unit  to  a  floating  production,  storage  and
               offloading vessel), (d) to sell, assign, lease,  exchange,
               or  otherwise  Dispose  of, or refinance  or  additionally
               finance,   all  or  substantially  all  of  the  Company's
               interest  in  one  or more or all of its  assets,  (e)  to
               maximize the profits of the Company, and (f) to engage  in
               all  activities and to enter into, exercise the rights and
               enjoy the benefits under, and discharge the obligations of
               the  Company  pursuant to, all contracts, agreements,  and
               documents that may be necessary, appropriate, or advisable
               to enable the Company to accomplish the purposes set forth
               in  clauses  (a), (b), (c), (d) and (e) of this  sentence,
               and (g) any other lawful business purpose or activity that
               may  be  legally exercised by a limited liability  company
               under the Act, as the Members may agree."

     2.   Section  5.1  of  the Agreement is amended to add  at  the  end
          thereof the following additional paragraph:

               "With  respect to the Second Drillship each Member  agrees
               to  loan to the Company, subject to the prior approval  of
               Conoco Inc., the sum of $7,225,090 in order to enable  the
               Company:   (x)  to execute the shipbuilding contract  with
               the  Builder  for the Second Drillship, such  shipbuilding
               contract   to  be  substantially  in  the  form   of   the
               Shipbuilding Contract with such changes therefrom as shall
               be  approved by the Members Committee, and (y) to pay  the
               first  installment  to the Builder due  thereunder;   such
               loan  to be secured by a promissory note executed  by  the
               Company  substantially in the form attached as Exhibit  1A
               to Amendment No. 1."

     3.   Section  5.2  is  amended  by adding to  the  end  thereof  the
          following additional paragraph:

               "Each of the Members agrees, to the extent required by the
               construction lender(s) of the Company with respect to  the
               Second  Drillship, it will provide or cause to be provided
               by its Affiliate a cost overrun guaranty (or other similar
               type  guaranty)  in  favor  of such  interim  construction
               lender(s),  in a form acceptable to the Members,  pursuant
               to  which  the respective guarantor for each Member  would
               guarantee   that   Member's   respective   Sharing   Ratio
               percentage,  so  the Company will be  able  to  fund  that
               amount of any cost overruns incurred by Company under  the
               shipbuilding  contract  to  be entered  into  between  the
               Company  and Builder with respect to the Second Drillship,
               in  order  for the Company to take delivery of the  Second
               Drillship  under such shipbuilding contract.  Accordingly,
               the  Members also agree, within three business days  after
               demand  by  any  such  interim  construction  lenders,  to
               contribute  to  the  Company  in  cash,  their  respective
               Member's  Sharing  Ratio of any and  all  such  additional
               monies  necessary  in  order to  enable  Company  to  take
               delivery  of  the Second Drillship under such shipbuilding
               contract   (including   owner  furnished   equipment)   in
               compliance  with  the  terms  of  any  such  cost  overrun
               guaranties.

     4.   Section  5.3 is amended by deleting the phrase "the  Drillship"
          in  the  third  and fourth lines and substituting therefor  the
          phrase "each of the Drillship and the Second Drillship".

     C.    Full Force and Effect. Except as otherwise amended  above, the
Agreement shall remain in full force and effect.

     D.    Further  Assurances.  Reading & Bates and Conoco agree to duly
execute and deliver all other documents and take such other action as may
be reasonably necessary and proper to effect the intention of the parties
in connection with this Amendment No. 1 and the transactions contemplated
thereby.

    
     EXECUTED on this 7th day of February, 1997.

                                  MEMBERS

                         CONOCO DEVELOPMENT COMPANY


                    By:_________________________

                    Its:________________________

                         
                         RB DEEPWATER EXPLORATION INC.


                    By:_________________________

                    Its:________________________


STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE   me,                   ,  a  Notary  Public,  on  this   day
personally            appeared                                          ,
,  of  Conoco Development Company, a corporation, known to me to  be  the
person  whose  name  is  subscribed  to  the  foregoing  instrument,  and
acknowledged to me that he executed said instrument for the purposes  and
consideration therein expressed.

     Given  under  my hand and seal of office this 7th day  of  February,
1997 in Houston, Texas.


My commission expires:   _______________________
                              Notary Public


STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE   me,                   ,  a  Notary  Public,  on  this   day
personally            appeared                                          ,
, of RB Deepwater Exploration Inc., a corporation,  known to me to be the
person  whose  name  is  subscribed  to  the  foregoing  instrument,  and
acknowledged to me that he executed said instrument for the purposes  and
consideration therein expressed.

     Given  under  my hand and seal of office this 7th day  of  February,
1997 in Houston, Texas.

My commission expires:   ______________________
                             Notary Public