EXHIBIT 10.217
                                    
                  SECOND AMENDMENT TO CREDIT AGREEMENT
                                    
          SECOND  AMENDMENT TO CREDIT AGREEMENT, dated as of October  22,
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.   The  first  Paragraph of the Credit  Agreement  is  hereby
amended   by  (i)  deleting  the  reference  therein  to  "RB   DEEPWATER
EXPLORATION III INC." and inserting in lieu thereof a reference  to  "RBF
DEEPWATER  EXPLORATION  III  INC. (f/k/a  RB  Deepwater  Exploration  III
Inc.)".

          2.   Section 7.01 of the Credit Agreement is hereby amended  by
(i)  deleting  the  word  "and" at the end of clause  (e)  thereof,  (ii)
redesignating  clause (f) thereof as clause (g) and (iii)  inserting  the
following new clause (f) immediately following clause (e) thereof:

          (f)   Indebtedness of Cliffs Drilling acquired pursuant to  the
     Cliffs  Acquisition in an aggregate principal amount not  to  exceed
     $235,000,000,  provided that (i) such Indebtedness  existed  at  the
     time  of  the  consummation of the Cliffs Acquisition  and  was  not
     created  in  contemplation thereof (and the provisions thereof  were
     not  altered in any material respect in contemplation thereof), (ii)
     Holdings and the Borrower have no liability with respect to any such
     Indebtedness  and  (iii) any Liens securing such Indebtedness  apply
     only  to  the  assets of Cliffs Drilling acquired  pursuant  to  the
     Cliffs Acquisition (and no additional assets are granted as security
     following, or in contemplation of, the Cliffs Acquisition); and
     
          3.   Section 7.04 of the Credit Agreement is hereby amended  by
(i)  deleting  the  word  "and" at the end of clause  (c)  thereof,  (ii)
redesignating  clause (d) thereof as clause (e) and (iii)  inserting  the
following new clause (d) immediately following clause (c) thereof:

          (d)   Holdings and its Subsidiaries may consummate  the  Cliffs
     Acquisition  in  accordance  with the Cliffs  Acquisition  Documents
     delivered  to the Administrative Agent prior to the Second Amendment
     Effective Date; and
     
          4.   Section 7.08 of the Credit Agreement is hereby amended  by
(i)  deleting  the  word  "and" at the end of  clause  (iv)  thereof  and
inserting  a  comma in lieu thereof and (ii) inserting the following  new
clause (vi) immediately following clause (v) thereof:

     "and  (vi)  this  Section  7.08 shall not  prohibit  the  restricted
     payment provisions contained in the Cliffs Indenture and the  Cliffs
     Credit  Agreement to the extent such restrictions and any exceptions
     thereto   are  not  materially  altered  pursuant  to   the   Cliffs
     Acquisition  or in anticipation thereof in a manner which  would  be
     adverse to the Banks"
     
          5.   Section 7.12 of the Credit Agreement is hereby amended  by
inserting the text ",the Cliffs Indenture or the Cliffs Credit Agreement"
immediately following the reference to "Indenture" appearing therein.

          6.   Section  9  of the Credit Agreement is hereby  amended  by
inserting  the  following  new  definitions in  appropriate  alphabetical
order:

          "Cliffs  Acquisition" shall mean the acquisition by  a  Wholly-
     Owned  Subsidiary of Holdings by way of merger of all of the capital
     stock  of  Cliffs Drilling in accordance with the Cliffs Acquisition
     Documents.
     
          "Cliffs  Acquisition Documents" shall mean  the  Agreement  and
     Plan  of  Merger, dated as of August 21, 1998, among  Holdings,  RBF
     Cliffs  Acquisition  Corp. and Cliffs Drilling,  and  all  exhibits,
     schedules and ancillary documents thereto.
     
          "Cliffs Credit Agreement" shall mean the Third Restated  Credit
     Agreement, dated July 29, 1998, among Cliffs Drilling, Cliffs Oil  &
     Gas  Company,  Cliffs Drilling International, Inc.  and  ING  (U.S.)
     Capital Corporation, as agent for the lenders named therein, as  the
     same  may be amended, modified or supplemented from time to time  in
     accordance therewith and herewith.
     
          "Cliffs  Drilling"  shall  mean  Cliffs  Drilling  Company,   a
     Delaware Corporation.

          "Cliffs  Indenture" shall mean the Indenture, dated as  of  May
     15,   1996,   among  Cliffs  Drilling  Company,   certain   of   its
     subsidiaries, and Fleet National Bank, as Trustee, governing  Cliffs
     Drilling's  10.25%  Senior  Notes due  2003  and  each  supplemental
     indenture executed in connection therewith prior to the date hereof.
     

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  Second
     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 Second 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  Second  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
"Second  Amendment  Effective Date") when each of Holdings,  Parent,  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.   The Agent will give the Borrower and each  Bank  prompt
notice of the occurrence of the Second Amendment Effective Date.

          6.  From and after the Second 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: