EXHIBIT 10.180

                   FIRST AMENDMENT TO CREDIT AGREEMENT
                  (Unsecured Revolving Credit Facility)

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") dated
December 22, 1997, is by and among FALCON DRILLING COMPANY, INC. a Delaware
corporation  ("Falcon  Drilling  or  Borrower"),  BANQUE  PARIBAS,  a  bank
organized  under  the  laws  of  the  Republic  of  France,  ARAB   BANKING
CORPORATION  (B.S.C.),  banking corporation organized  under  the  laws  of
Bahrain,   and  ING  (U.S.)  CAPITAL  CORPORATION,  a  banking  corporation
organized under the laws of the Netherlands.

                      W I T N E S S E T H:

     WHEREAS,  the  Borrower, the Agent and the Banks are  parties  to  the
Credit  Agreement  dated  as of October 3, 1997 (as  amended,  the  "Credit
Agreement") relating to a $80,000,000 Unsecured Revolving Credit  Facility,
pursuant  to  which,  inter alia, the Banks agreed to  make  certain  loans
available  to the Borrower upon the terms and conditions contained  in  the
Credit Agreement;

     WHEREAS,  Borrower  desires that the Banks modify  and  amend  certain
terms and provisions of the Credit Agreement; and

     WHEREAS,  the  parties hereto desire to amend the Credit Agreement  in
accordance with the terms and provisions of this Amendment;

     NOW,  THEREFORE, for and in consideration of these premises and  other
valuable  consideration, the receipt and sufficiency of  which  are  hereby
acknowledged,  the  Borrower,  the Agent and  the  Banks  hereby  agree  as
follows:

     1.   Terms.  All capitalized terms defined in the Credit Agreement and
not  otherwise  defined  herein shall have the same definitions  when  used
herein  as  set  forth  in the Credit Agreement as amended  by  this  First
Amendment.

     2.   Amendment to Section 1.1 of the Credit Agreement.

          (a)    Amendment  to  Definition  of  Applicable   Margin.    The
     definition  of  "Applicable Margin" contained in Section  1.1  of  the
     Credit  Agreement  is  hereby amended and  restated  to  read  in  its
     entirety as follows:

               "Applicable Margin" means as follows:

          (a)  for the period from the date hereof through March 30,  1998,
          and  subject  to clause (b) below, and for so long thereafter  as
          the  outstanding  principal amount of the Loans does  not  exceed
          $80,000,000,  (i) 0.75% per annum with respect to ABR  Loans  and
          (ii) 1.75% per annum with respect to Eurodollar Loans, and

          (b)  if  at  any  time  after the Closing  Date  the  outstanding
          principal  amount  of  the Loans should exceed  $80,000,000,  the
          Applicable Margin per annum with respect to each of ABR Loans and
          Eurodollar  Loans shall thereafter increase by  0.50%  over  each
          immediately  preceding  three-month  period,  automatically   and
          without any action by Agent or the Lenders.  The initial increase
          shall  take effect as of the Quarterly Date immediately preceding
          the date on which the outstanding principal amount first exceeded
          $80,000,000, and such required increases shall continue  on  each
          Quarterly Date thereafter until all of the Obligations  are  paid
          in  full; provided, however, if such outstanding principal amount
          should  exceed $80,000,000 before March 31, 1998, the  Applicable
          Margin shall still be governed by clause (a) above.  In no  event
          shall  interest rates charged hereunder based upon the Applicable
          Margin, as it may be computed from time to time, ever exceed  the
          Maximum Rate.

          (b)   Addition  of  Definition  of Increased  Commitment  Amount.
     Section  1.1 of the Credit Agreement is hereby amended by  adding  the
     following definition:

               "Increased  Commitment Amount" means with  respect  to  each
          Bank,  the amount of increase of its outstanding Commitment  upon
          the  execution and delivery of the Amendment over its outstanding
          Commitment  immediately preceding the execution and  delivery  of
          the First Amendment."

          (c)  Addition of Definition of First Amendment.   Section 1.1  of
     the  Credit  Agreement  is  hereby amended  by  adding  the  following
     definition:

               "First   Amendment"  means  the  First  Amendment   to   the
          Agreement, which First Amendment is dated December 22, 1997.

     3.    Amendment to Section 2.11 of the Credit Agreement.  Section 2.11
of the Credit Agreement is amended in its entirety to read as follows:

          Commitment Fee and Other Fees.

               (a)  Borrower agrees to pay to the Agent for the account  of
          each Bank a commitment fee on the daily average unused amount  of
          such  Bank's  Commitment for the period from  and  including  the
          Closing  Date to and including the Maturity Date, at the rate  of
          0.20% per annum based on a 365 day year and the actual number  of
          days  elapsed.   Accrued  commitment fees  shall  be  payable  in
          arrears  on each Quarterly Date beginning on December  31,  1997,
          and on the Maturity Date.

               (b)  Borrower agrees to pay to the Agent for the account  of
          each  Bank  a  front-end fee at the rate of 0.25% on such  Bank?s
          Increased Commitment Amount. Such front-end fees shall be payable
          on execution and delivery of this Amendment.

               (c)   If  the  outstanding principal  amount  of  the  Loans
          hereunder shall ever exceed $80,000,000, Borrower agrees  to  pay
          to  the  Agent  for  the account of each Bank  a  usage  fee,  in
          addition to the fee provided for in clause (b) above, at the rate
          of  0.25% on such Bank?s Increased Commitment Amount. Such  usage
          fees  shall be payable immediately upon the outstanding principal
          amount of the Loan?s exceeding $80,000,000.

     4.   Change in amount of Commitments.  The Credit Agreement is amended
by  changing the amount of the Commitment of each Bank as set forth on  the
signature pages of the Credit Agreement so that the Commitment of each Bank
is the amount set forth beside its name below:

          BANQUE PARIBAS                          $48,181,818.20
          ARAB BANKING CORPORATION (B.S.C.)       $40,909,090.90
          ING (U.S.) CAPITAL CORPORATION          $40,909,090.90

     5.   Conditions to Effectiveness of this Amendment.  The effectiveness
of   this  First Amendment is subject to the conditions precedent that  (a)
this  First Amendment shall have been executed and delivered by all parties
thereto, and(b) that all conditions set forth in Section 6.1 (a), (b), (c),
(e), (f), (g), (h), (i), (j), (k), (l), (m) and (p), and all conditions set
forth  in  Section 6.2 have been complied with to the satisfaction  of  the
Agent.

     6.   Costs.  The Borrower shall pay all reasonable out-of-pocket costs
and  expenses incurred by the Agent, the Co-Agent or any Bank in connection
with the negotiation, preparation, execution and consummation of this First
Amendment  and  the  transactions contemplated  by  this  First  Amendment,
including, without limitation, the reasonable fees and expenses of  counsel
to the Agent, the Co-Agent and the Banks.

     7.   Miscellaneous.

     7.1   Headings.  Section headings are for reference only and shall not
affect  the  interpretation  or meanings of any  provision  of  this  First
Amendment.

     7.2  Effect of this First Amendment.  The Credit Agreement, as amended
by  this First Amendment, shall remain in full force and effect except that
any  reference  therein,  or in any other Loan Document  referring  to  the
Credit  Agreement,  shall  be deemed to refer to the  Credit  Agreement  as
amended by this First Amendment.

     7.3   GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAW.

     7.4   Counterparts.   This  First Amendment may  be  executed  by  the
different parties hereto on separate counterparts, each of which,  when  so
executed,  shall  be  deemed an original but all  such  counterparts  shall
constitute but one and the same First Amendment.
     7.5   NO  ORAL AGREEMENTS.  THE CREDIT AGREEMENT, AS AMENDED  BY  THIS
FIRST  AMENDMENT,  TOGETHER WITH THE OTHER LOAN DOCUMENTS,  REPRESENTS  THE
ENTIRE  AGREEMENT AMONG 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 OR AMONG THE PARTIES.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  First
Amendment to be executed by their respective duly authorized officers as of
the date first above written.

BORROWER:

FALCON DRILLING COMPANY, INC.


By:/s/ Leighton E. Moss
   --------------------------
     Leighton E. Moss
     Vice President

BANQUE PARIBAS,
Individually and as Agent

By:/s/ Brian Malone
   --------------------------
Name: Brian Malone
Title: Vice President

By:/s/ Barton D. Schouest
   --------------------------
Name: Barton D. Schouest
Title: Managing Director

ARAB BANKING CORPORATION (B.S.C.)
Individually and as Co-Agent

By:/s/ Stephen A. Plauche
   --------------------------
     Stephen A. Plauche
     Vice President

ING (U.S.) CAPITAL CORPORATION

By:/s/ Trond Rokholt
   --------------------------
     Trond Rokholt
     Managing Director