EXHIBIT 10.227

              FIRST AMENDMENT TO CREDIT AGREEMENT

          THIS  FIRST AMENDMENT TO CREDIT AGREEMENT dated as of  November
13, 1998 (this "Amendment") is among: R&B FALCON CORPORATION, the LENDERS
party hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent.

                        R E C I T A L S

     A.    The  Borrower, the Administrative Agent, and the  Lenders  (as
defined  in the Credit Agreement as hereafter defined) have entered  into
that  certain  Credit Agreement dated as of April 24, 1998  (the  "Credit
Agreement"),  pursuant to which the Lenders have agreed to  make  certain
loans  and  extensions  of  credit to the Borrower  upon  the  terms  and
conditions as provided therein;

     B.    The  Borrower has entered into a merger agreement pursuant  to
which  Cliffs Drilling Company would merge with a wholly owned subsidiary
of the Borrower in a stock-for-stock exchange; and

     C.    The  Borrower, the Administrative Agent, and the  Lenders  now
desire  to  make certain amendments to the Credit Agreement in connection
with the proposed merger.

     NOW, THEREFORE, in consideration of the premises and other good  and
valuable  consideration and the mutual benefits, covenants and agreements
herein expressed, the parties hereto now agree as follows:

     1.    All capitalized terms used in this Amendment and not otherwise
defined  herein  shall have the meanings ascribed to such  terms  in  the
Credit Agreement.
     
     2.    Section  1.01 of the Credit Agreement is hereby  supplemented,
where  alphabetically  appropriate, with the addition  of  the  following
definitions:

          "Cliffs"   means  Cliffs  Drilling  Company,  a   Delaware
     corporation.

          "Cliffs Group" means Cliffs and its subsidiaries.

          "EBITDA"   shall  mean,  for  any  period,  the   sum   of
     Consolidated  Net  Income for such period  plus  the  following
     expenses  or  charges to the extent deducted from  Consolidated
     Net  Income  in  such  period: interest,  taxes,  depreciation,
     depletion   and   amortization  for  the   Borrower   and   its
     Subsidiaries on a consolidated basis in accordance with GAAP.

          "First  Amendment" means that certain First  Amendment  to
     Credit  Agreement  dated as of November  13,  1998,  among  the
     Borrower, the Lenders and the Administrative Agent."

          "Merger" means the merger of RBF Cliffs Acquisition Corp.,
     a  Delaware corporation and a direct wholly owned subsidiary of
     the Borrower, with and into Cliffs, as a result of which Cliffs
     would become a direct wholly owned subsidiary of the Borrower.

     3.    Section 6.01 of the Credit Agreement is hereby amended to  add
the following clauses (f) and (g):

          "(f)  Indebtedness  of Cliffs existing  under  the  10.25%
     senior  notes  of  Cliffs due 2003 not to  exceed  $203,103,000
     outstanding,  but not any extensions, renewals and  replacement
     of any such Indebtedness."

          "(g)  Indebtedness  of Cliffs (and its subsidiaries  party
     thereto)  under  a revolving credit facility  with  ING  (U.S.)
     Capital  Corporation  as the agent not  to  exceed  $35,000,000
     outstanding,  but not any extensions, renewals and  replacement
     of any such Indebtedness."

     4.    Section 6.02 of the Credit Agreement is hereby further amended
to add the following clause (e):

          "(e)  Liens on any property or assets of the Cliffs  Group
     to secure the Indebtedness permitted by Section 6.01(g)."

     5.    Section 6.03 of the Credit Agreement is hereby waived for  the
limited purpose of permitting the Merger on the terms and conditions  set
forth  in  the  Form  S-4 of the Borrower filed with the  Securities  and
Exchange Commission on September 15, 1998.

     6.    Section  6.03  of the Credit Agreement is  hereby  amended  by
adding the following sentence at the end of the section:

          "Notwithstanding any other provision in this Section  6.03
     to  the contrary, for so long as any Indebtedness permitted  by
     Sections 6.01(f) and (g) of the Credit Agreement is outstanding
     (or  any  commitment for any such Indebtedness is outstanding),
     no  member  of  the Cliffs Group may merge with or  consolidate
     into  the Borrower or any other Subsidiary of the Borrower  not
     in the Cliffs Group."

     7.    Section  6.04  of the Credit Agreement is  hereby  amended  by
adding the following clause (e):

          "(e)   the acquisition by the Borrower of  Cliffs pursuant
     to the Merger."

     8.    Sections  6.04(b) and (c) of the Credit Agreement  are  hereby
amended to read as follows:

          "(b)  investments by the Borrower or by any Subsidiary  in
     the  capital  stock of its Subsidiaries; provided that  neither
     the  Borrower  nor  any Subsidiary that is not  in  the  Cliffs
     Group  may invest in any member of the Cliffs Group except  for
     the investment to acquire Cliffs pursuant to the Merger;

          (c)   loans  or  advances  made by  the  Borrower  to  any
     Subsidiary  and made by any Subsidiary to the Borrower  or  any
     other  Subsidiary; provided that neither the Borrower  nor  any
     Subsidiary  that is not in the Cliffs Group may make  loans  or
     advances to any member of the Cliffs Group; and"

     9.    Section  6.08  of the Credit Agreement is  hereby  amended  by
adding  the  following clause (vi) before the period at the  end  of  the
sentence:

          "and  (vi)   the foregoing shall not apply to restrictions
     and conditions existing on the date of the Merger and contained
     in  the  instruments evidencing the Indebtedness  permitted  by
     Sections  6.01(f) and (g) (but shall apply to any extension  or
     renewal  of,  or  any amendment or modification  expanding  the
     scope of, any such restriction or condition)."

     10.   Section  6.09  of the Credit Agreement is  hereby  amended  by
adding the following clause before the period at the end of the sentence:

     ",  plus  (iii)  100% of any equity issued by the  Borrower  in
     connection with the Merger to the extent not included in clause
     (ii) above."

     11.  Section 6.10 of the Credit Agreement is hereby supplemented  by
adding  the  following  sentence at the end of the present  Section  6.10
following the graph:

     "Notwithstanding  anything  to the  contrary  herein,  for  the
     purposes  of determining the EDITBA Leverage Ratio pursuant  to
     this  Section  6.10 for the periods ending December  31,  1998,
     March   31,  1999,  June  30,  1999  and  September  30,  1999,
     Consolidated  Net  Income  and interest,  taxes,  depreciation,
     depletion and amortization in such ratio shall be determined on
     a  pro forma basis as if the Merger had occurred on October  1,
     1997  and as if the Merger had been accounted for as a  pooling
     of  interests  (except without duplication for  months  already
     consolidated) and (ii) such ratio shall be calculated as if the
     Merger  had occurred on October 1, 1997 and been accounted  for
     as a pooling of interests."

     12.   This  Amendment shall become binding on the Lenders when,  and
only  when,  the  Administrative Agent shall have received  each  of  the
following in form and substance satisfactory to the Administrative  Agent
or its counsel:

          (a)   counterparts of this Amendment executed by  the  Borrower
     and the Required Lenders;

          (b)   all  conditions precedent to the Merger shall  have  been
     waived  or  satisfied except for the effectiveness of this Amendment
     and the Merger shall become effective promptly thereafter; and

          (c)   such  other documents as it or its counsel may reasonably
     request.

     13.  The parties hereto hereby acknowledge and agree that, except as
specifically  supplemented and amended, changed or modified  hereby,  the
Credit Agreement shall remain in full force and effect in accordance with
its terms.

     14.   The  Borrower  hereby reaffirms that as of the  date  of  this
Amendment, the representations and warranties contained in Article III of
the  Credit Agreement are true and correct on the date hereof  as  though
made   on  and  as  of  the  date  of  this  Amendment,  except  as  such
representations and warranties are expressly limited to an earlier date.

     15.  THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN  ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF  LAWS
RULES THEREOF.
     
     16.  This Amendment may be executed in two or more counterparts, and
it  shall  not be necessary that the signatures of all parties hereto  be
contained on any one counterpart hereof; each counterpart shall be deemed
an  original, but all of which together shall constitute one and the same
instrument.


                  [SIGNATURES BEGIN NEXT PAGE]


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.

BORROWER:                     R&B FALCON CORPORATION


                              By:_____________________________
                                   Robert Fulton
                                   Executive Vice President


ADMINISTRATIVE AGENT          THE CHASE MANHATTAN BANK
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


SYNDICATION AGENT             CREDIT SUISSE FIRST BOSTON
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:

     
DOCUMENTATION AGENT           PARIBAS
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


CO-SYNDICATION AGENT          CHRISTIANIA BANK OG KREDITKASSE ASA,
AND LENDER:                   NEW YORK BRANCH


                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:

                              
MANAGING AGENT                THE BANK OF NOVA SCOTIA
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:
          

MANAGING AGENT                BANK OF TOKYO-MITSUBISHI, LTD.
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


MANAGING AGENT                WELLS FARGO BANK (TEXAS), N.A.
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


OTHER LENDERS:                BANK AUSTRIA AKTIENGESELLSCHAFT


                              By:_____________________________
                              Name:
                              Title:

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              CREDIT AGRICOLE INDOSUEZ


                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              FIRST NATIONAL BANK OF COMMERCE


                              By:_____________________________
                              Name:
                              Title:


                              THE SUMITOMO BANK, LIMITED


                              By:_____________________________
                              Name:
                              Title:

                              SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)


                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH


                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              ABN AMRO BANK N.V.
                              

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              BANK  OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION


                              By:_____________________________
                              Name:
                              Title:

     
                              DG BANK DEUTSCHE  GENOSSENSCHAFTSBANK,
                              CAYMAN ISLAND BRANCH

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              THE DAI-ICHI KANGYO BANK, LIMITED

                              By:_____________________________
                              Name:
                              Title:


                              THE FUJI BANK, LIMITED


                              By:_____________________________
                              Name:
                              Title:


                              KREDIETBANK N.V.

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:


                              NATEXIS BANQUE


                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title: