EXHIBIT 10.228
                                                                         
              SECOND AMENDMENT TO CREDIT AGREEMENT

          THIS  SECOND  AMENDMENT TO CREDIT AGREEMENT (this  "Amendment")
dated as of the Second Amendment Effective Date (hereinafter defined)  is
among:  R&B  FALCON  CORPORATION,  and the  REQUIRED  LENDERS  under  the
hereinafter defined Credit Agreement.

                        R E C I T A L S

     A.    The  Borrower  and  the  Lenders (as  defined  in  the  Credit
Agreement   hereafter  defined)  have entered into  that  certain  Credit
Agreement  dated as of April 24, 1998 (as amended by First  Amendment  to
Credit  Agreement dated as of November 13, 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 requested approval of certain amendments  to
the Credit Agreement in order to, among other things, permit the Borrower
to incur certain additional indebtedness;

     C.    The  Chase  Manhattan Bank, in it capacity  as  Administrative
Agent  under the Credit Agreement, is resigning as Administrative  Agent,
effective as of the date hereof;

     D.    The  Required  Lenders, as set forth  below,  shall  select  a
successor Administrative Agent;

     E.    The  Borrower  and  the Lenders now  desire  to  make  certain
amendments to the Credit Agreement to effectuate the foregoing.

     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.    The  following terms, defined in Section 1.01  of  the  Credit
Agreement, are hereby amended as follows:

          (a)  The term "Administrative Agent" is hereby amended  to
     read in its entirety as follows:

               "Administrative  Agent" means  Paribas,  in  its
          capacity  as  administrative agent  for  the  Lenders
          hereunder.

          (b)   The chart contained in the definition of "Applicable
     Margin" is hereby amended to read in its entirety as follows:
                                      
                            ABR     Eurodollar            Facility Fee
   Index Debt Ratings:     Spread    Spread                   Rate
                           ------   Tranche A  Tranche B  ------------
                                      Loans      Loans
                                    ---------  ---------
                                               
     Category 1             0.0        0.45      1.075        0.175
     Category 2             0.0        0.55      1.175        0.200
     Category 3             0.0        0.65      1.275        0.225
     Category 4             0.0        0.75      1.375        0.250
     Category 5             0.0        1.00      1.625        0.250
   

          (c)   The  term "Commitment" is hereby amended to read  in
     its entirety as follows:

               "Commitment" means, with respect to each Lender,
          the commitment of such Lender to make Revolving Loans
          and  to  acquire participations in Letters of  Credit
          hereunder,  expressed as an amount  representing  the
          maximum aggregate amount that such Lender's Revolving
          Credit   Exposure   could  be  hereunder,   as   such
          commitment  may  be  (a) reduced from  time  to  time
          pursuant to Section 2.07 and (b) reduced or increased
          from  time to time pursuant to assignments by  or  to
          such  Lender  pursuant to Section 9.04.  The  initial
          amount  of each Lender's Commitment is set  forth  on
          Schedule  2.01  attached to and made a  part  of  the
          Second Amendment, or in the Assignment and Acceptance
          pursuant to which such Lender shall have assumed  its
          Commitment,  as  applicable.  The  initial  aggregate
          amount  of  the Lenders' Commitments is $350,000,000.
          "Commitment",  with  respect to  each  Lender,  shall
          equal the sum of its Tranche A Commitment and Tranche
          B  Commitment, as set forth on Schedule 2.01 attached
          to the Second Amendment.

          (d)  The term "Issuing Bank" is hereby amended to read  in
     its entirety as follows:

               "Issuing Bank" means Paribas, in its capacity as
          the  issuer of Letters of Credit hereunder,  and  its
          successors   in   such  capacity   as   provided   in
          Section  2.04(i).   The  Issuing  Bank  may,  in  its
          discretion, arrange for one or more Letters of Credit
          to  be  issued by Affiliates of the Issuing Bank,  in
          which case the term "Issuing Bank" shall include  any
          such  Affiliate  with respect to  Letters  of  Credit
          issued by such Affiliate.

          (e)  The term "Maturity Date" is hereby amended to read in
     its entirety as follows:

               "Maturity Date" means January 24, 2002, or  such
          later  date as such date may be extended pursuant  to
          Section 2.07(d).

          (f)  The term "Permitted Encumbrances" is hereby amended by (i)
     deleting  the  word  "and" at the end of clause  (f)  thereof,  (ii)
     adding  the  word  "and"  at the end of clause  (g)  thereof,  (iii)
     deleting  the  proviso  at  the end thereof,  and  (iv)  adding  the
     following clause "(h)":

               "(h)  Liens securing the payment of all  or  any
          portion   of   the  Indebtedness  created  hereunder;
          provided that the term "Permitted Encumbrances" shall
          not include any Lien securing Indebtedness other than
          the Indebtedness created hereunder."

          (g)   The  term  "Permitted Investments" is hereby  amended  by
     adding the word "Paribas" after the "comma (,)" and before the  word
     "any" found in the third line thereof.

          (h)   The  term "Permitted Project Debt" is hereby amended
     to read in its entirety as follows:

               "Permitted   Project  Debt"  means  Indebtedness
          (including,  without limitation or  duplication,  the
          Guarantee  of any such Indebtedness by the  Borrower)
          incurred  in  connection  with  the  construction  of
          Deepwater  Pathfinder, Deepwater Frontier,  Drillship
          III  and  the  semi-submersible rig  RBS8M  (formerly
          known  as the RBS6), by the respective joint  venture
          or Subsidiary owning such vessel, and all extensions,
          renewals and replacements of any such Indebtedness by
          the  primary obligor thereof that do not increase the
          outstanding   principal  amount  thereof;   provided,
          however,  that  such Indebtedness  shall  not  exceed
          $625,000,000 in the aggregate; and provided  further,
          however, that all such Indebtedness relating  to  the
          rig  RBS8M  shall be nonrecourse upon the  acceptance
          and delivery of such rig.

     3.    Section  1.01 of the Credit Agreement is hereby  supplemented,
where  alphabetically  appropriate, with the addition  of  the  following
definitions:

          "Drilling   Inc."   shall   mean   R&B   Falcon   Drilling
     (International & Deepwater) Inc., a Delaware corporation.

          "Notes  Offering"  means that certain  $400,000,000  Notes
     Offering by the Borrower anticipated to close prior to  January
     15, 1999.

          "Notes  Offering Closing Date" means the date the proceeds
     are received by the Borrower pursuant to the Notes Offering.

          "Second Amendment" means that certain Second Amendment  to
     Credit  Agreement  dated as of the Second  Amendment  Effective
     Date, among the Borrower and the Required Lenders.

          "Second  Amendment Effective Date" shall mean the  day  on
     which  the last of the events set forth in Paragraph 15 of  the
     Second Amendment as conditions shall have occurred.
          "Tranche  A Commitment" means in the aggregate  the  first
     $100,000,000 principal amount of the Commitment.

          "Tranche   B  Commitment"  means  in  the  aggregate   the
     principal  amount of the Commitment in excess of the Tranche  A
     Commitment.

     4(a)  Pursuant to and subject to all of the provisions contained  in
Section  2.07  of  the Credit Agreement, the Borrower hereby  voluntarily
reduces  (and  the Lenders hereby accept the reduction of) the  aggregate
amount  of  the  Lenders'  Commitments  under  the  Credit  Agreement  to
$350,000,000,  such reduction to be made pro rata among  the  Lenders  in
accordance with their Commitment.

     (b)  Section  2.07  of  the Credit Agreement is  hereby  amended  by
          adding  thereto a new subsection, to be Subsection 2.07(e),  to
          read in its entirety as follows:

          "(e) The aggregate amount of the Tranche B Commitments  in
     effect  on March 31, 2001, shall be reduced by an amount  equal
     to  $15,000,000, commencing March 31, 2001 and on the last  day
     of each calendar quarter thereafter until the Maturity Date."

     5.    Section  2.09  of the Credit Agreement is  hereby  amended  by
adding  thereto  two  new  subsections, to  be  Subsections  2.09(c)  and
2.09(d), to read in their entirety as follows:

          "(c)  If,  following  any  reduction  in  the  Tranche   B
     Commitments pursuant to Section 2.07(e) hereof, the sum of  the
     outstanding   aggregate   principal   amount   of   the   Loans
     attributable  to  the  Tranche B Commitments  exceed  the  then
     current Tranche B Commitments, the Borrower shall pay or prepay
     the amount of such excess amount together with accrued interest
     to  the  extent  required by Section 2.11 and  subject  to  the
     provisions of Section 2.14 for break funding payments."

          (d)   All payments of principal and interest by Borrower  shall
     be applied first in the reduction of Indebtedness incurred under the
     Tranche B Commitment."

     6.    Section 6.01 of the Credit Agreement is hereby amended to  add
the following clause (h):

          "(h) additional Indebtedness of the Borrower not to exceed
     $600,000,000 at any time outstanding; provided, however (i)  no
     such   additional   Indebtedness  shall  be   senior   to   the
     Indebtedness created under this Agreement, (ii) not  more  than
     $400,000,000 of such additional Indebtedness shall be pari pasu
     with  the  Indebtedness created under the Tranche B Commitment,
     and (iii) no such additional Indebtedness shall have a maturity
     of less than four (4) years."

     7.    Section  6.02(c) of the Credit Agreement is hereby amended  in
its entirety to read as follows:

          "(c)  any  Lien  on  the  Deepwater Pathfinder,  Deepwater
     Frontier,  RBS8M  and Drillship III and on the  equity  of  the
     entity that owns such vessel to secure the respective Permitted
     Project Debt incurred to construct such vessel, and any related
     drilling  or other contract to secure the respective  Permitted
     Project Debt incurred in connection with the financing of  such
     vessel;"

     8.    Section 6.06 of the Credit Agreement is hereby amended in  its
entirety to read as follows:

          "Section  6.06.  Restricted Payments.  The  Borrower  will
     not, and will not permit any of its Subsidiaries to, declare or
     make,  or  agree  to pay or make, directly or  indirectly,  any
     Restricted Payment, except (a) the Borrower may declare and pay
     dividends  with respect to its capital stock payable solely  in
     additional  shares  of its common stock, (b)  Subsidiaries  may
     declare and pay dividends ratably with respect to their capital
     stock,  (c) the Borrower may make Restricted Payments  pursuant
     to  and  in accordance with stock option plans or other benefit
     plans  for  management  or employees of the  Borrower  and  its
     Subsidiaries,  and  (d)  Arcade Drilling  A/S  (a  74.4%  owned
     Subsidiary  of  the Borrower) may make share capital  reduction
     distributions  pro  rata  to  its shareholders  (including  the
     Borrower)."

     9.    Section  6.10  of the Credit Agreement is hereby  amended  and
supplemented  by  deleting  the  graph  found  therein  and  substituting
therefor the following:

                                 
               Period                   EBITDA Leverage Ratio
               ------                   ---------------------
          9/1/98 through 12/31/99                3.75X
          1/1/00 through 12/31/00                3.25X
          1/1/01 and thereafter                  2.75X

     10.   Notwithstanding the provisions of Section 6.12 of  the  Credit
Agreement, the Borrower may amend, modify or supplement the Indenture  in
such manner as it deems appropriate to effectuate the Notes Offering.

     11.   Article VI of the Credit Agreement is hereby amended by adding
thereto  the following three (3) new sections, to be Sections 6.13,  6.14
and 6.15, to read in their entirety as follows:

          "Section  6.13.   Fundamental  Changes  With  Respect   to
     Drilling   Inc.   Notwithstanding   anything  to  the  contrary
     contained in Section 6.03 hereof, with respect to Drilling Inc.
     and  its  subsidiaries, neither Drilling Inc. nor  any  of  its
     subsidiaries  shall merge into or consolidate  with  any  other
     Person, nor permit any Person to merge into or consolidate with
     it,  except that, if at the time thereof and immediately  after
     giving  effect  thereto no Default shall have occurred  and  be
     continuing  (i) any subsidiary of Drilling Inc. may merge  into
     Drilling  Inc. in a transaction in which Drilling Inc.  is  the
     surviving corporation, and (ii) any subsidiary of Drilling Inc.
     may  merge  into  any other subsidiary of Drilling  Inc.  in  a
     transaction  in which the surviving entity is a  subsidiary  of
     Drilling Inc."

          "Section  6.14.  Investments, Loans, Advances,  Guarantees
     and Acquisitions with Respect to Drilling Inc.  Notwithstanding
     anything to the contrary contained in Section 6.04 hereof, with
     respect to Drilling Inc. and its subsidiaries, neither Drilling
     Inc.   nor   any  of  its  subsidiaries  shall  Guarantee   any
     obligations of any other Person, or purchase, hold  or  acquire
     any   capital  stock,  evidences  of  indebtedness   or   other
     securities  (including any option, warrant or  other  right  to
     acquire  any of the foregoing) or make or permit any  loans  or
     advances to , or make or permit to exist any investment or  any
     other  interest in, any other Person, or purchase or  otherwise
     acquire  (in  one transaction or a series of transactions)  any
     assets of any other Person constituting a business unit, except
     that,  if  at  the  time thereof and immediately  after  giving
     effect   thereto  no  Default  shall  have  occurred   and   be
     continuing, the following shall be permitted:

               (a)   investments by Drilling Inc. or by any  of
          its  subsidiaries  in the capital stock  of  Drilling
          Inc.'s subsidiaries;

               (b)  loans or advances made by Drilling Inc.  to
          any  of  its subsidiaries and made by any of Drilling
          Inc.'s  subsidiaries to Drilling Inc.  or  any  other
          subsidiary of Drilling Inc.; and

               (c)   purchases  and acquisitions  on  an  arms-
          length basis in the ordinary course of business;

               (d)   guarantees of obligations of Drilling Inc.
          and its subsidiaries; and

               (e)    other  investments,  loans  and  advances
          consistent  with prior practices of the Borrower  and
          its   Subsidiaries   reflected   in   the   regularly
          maintained financial records of the Borrower and  its
          Subsidiaries."

     "Section  6.15.  Restricted Payments with Respect to  Drilling  Inc.
Notwithstanding anything to the contrary contained in Section 6.06,  with
respect to Drilling Inc. and its subsidiaries, neither Drilling Inc.  nor
any  of its subsidiaries shall declare or make, or agree to pay or  make,
directly  or indirectly, any Restricted Payment, except, if at  the  time
thereof  and  immediately after giving effect thereto  no  Default  shall
occurred  and  be  continuing (a) any subsidiary  of  Drilling  Inc.  may
declare  and  pay dividends to Drilling Inc. or to another subsidiary  of
Drilling  Inc.,  and  (b) Drilling Inc. or any of  its  subsidiaries  may
declare and pay dividends consistent with prior practices of the Borrower
and  its  Subsidiaries  reflected in the regularly  maintained  financial
records of the Borrower and its Subsidiaries.

     12.  The Borrower and the Required Lenders hereby select and appoint
Paribas  as  successor  Administrative Agent for the  Lenders  under  the
Credit  Agreement, as amended hereby, effective upon the  resignation  of
The  Chase  Manhattan Bank as Administrative Agent,  and  Paribas  hereby
accepts  such appointment and agrees to act as Administrative  Agent  for
the Lenders under the Credit Agreement, as amended hereby, effective upon
the resignation of The Chase Manhattan Bank, as Administrative Agent.

     13.   Section  9.01  is hereby amended in its entirety  to  read  as
follows:

          "Section  9.01.  Notices.  Except in the case  of  notices
     and  other  communications expressly permitted to be  given  by
     telephone,  all notices and other communications  provided  for
     herein  shall be in writing and shall be delivered by  hand  or
     overnight  courier service, mailed by certified  or  registered
     mail or sent by telecopy, as follows:

          (a)  if to the Borrower, to

               R&B Falcon Corporation
               901 Threadneedle
               Houston, Texas 77079

               Attention of Chief Financial Officer
               Telecopy No.:  (281) 496-0285;

          (b)  if to the Administrative Agent, to:

               Paribas
               1200 Smith Street, Suite 3100
               Houston, Texas 77002

               Attention:  Mr. Brian Malone
               Phone No.:  (713) 659-4811
               Telecopy No.:  (713) 659-6915

               with respect, Eurodollar Lending Office, to:

               Paribas
               _______________________
               _______________________

               Attention:  _______________
               Phone No.:  ______________
               Telecopy No.:  ____________

          (c)  if to the Issuing Bank, to:

               Paribas
               1200 Smith Street, Suite 3100
               Houston, Texas 77002

               Attention:  Ms. Cheryl Johnson
               Phone No.:  _______________
               Telecopy No.:  ____________; and

          (d)   if to any other Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire.

Any  party  hereto may change its address or telecopy number for  notices
and other communications hereunder by notice to the other parties hereto.
All  notices  and  other  communications given to  any  party  hereto  in
accordance with the provisions of this Agreement shall be deemed to  have
been given on the date of receipt.

     14.   The  Borrower  hereby agrees to pledge, as  security  for  all
amounts  owing in connection with the Tranche A Commitment,  all  of  the
issued  and  outstanding capital stock of Drilling  Inc.  pursuant  to  a
security  agreement, financing statements and stock powers,  satisfactory
to Paribas.

     15.   In  addition  to  all  other applicable  conditions  precedent
contained  in  the Credit Agreement, the obligation of the Lenders  under
this  Amendment  and to their agreement and consent to  the  matters  set
forth herein, shall be conditioned upon the following:

          (a)  Paribas shall have received a copy of this Amendment, duly
     completed and executed by the Borrower and the Required Lenders;

          (b)  Paribas shall have received a legal opinion of Leighton E.
     Moss,  Esq., counsel to the Borrower with respect to this  Amendment
     and  the matters addressed herein, non-contravention and such  other
     matters  as  Paribas reasonably request, all in form  and  substance
     satisfactory to Paribas;

          (c)   The Notes Offering shall have been completed, and the net
     proceeds  received by the Borrower from the Notes Offering shall  be
     delivered to Paribas or the Administrative Agent, for the benefit of
     the  Lenders,  to  be  applied  as  a  principal  reduction  of  the
     Indebtedness created under the Credit Agreement, as amended hereby;

          (d)   Paribas shall have received a Security Agreement  (Stock)
     duly  completed and executed by the Borrower, pledging  all  of  the
     capital stock of Drilling Inc., as security for all amounts owing in
     connection  with  the  Tranche  A  Commitment,  together   with   an
     Assignment Separate from Stock Certificate duly executed in blank by
     the  Borrower,  the  original  stock certificate  representing  such
     capital  stock  and  appropriate Uniform Commercial  Code  financing
     statement relating thereto.

          (e)   Paribas  shall  have  received  such  other  information,
     documents  or  instruments  as  it or  its  counsel  may  reasonably
     request;

     16.  All provisions of this Amendment except for Section 12 shall be
deemed  effective at 12:01 a.m. Houston, Texas time on the date that  the
conditions  set  forth in Section 15 have been met.   The  provisions  of
Paragraph  12  shall  be effective upon the last  to  occur  of  (i)  the
resignation of The Chase Manhattan Bank as Administrative Agent and  (ii)
the execution of this Amendment by Borrower and the Required Lenders.

     17.   Pursuant to Section 2.04(i) of the Credit Agreement, The Chase
Manhattan  Bank  is  hereby replaced as Issuing Bank  by  Paribas.   This
Paragraph  13  shall  satisfy  the  written  agreement  and  notification
requirements of Section 2.04(i).

     18.   The  Borrower  shall pay to each Lender  which  executes  this
Amendment   and   delivers  its  signature  pages  to  Paribas   or   the
Administrative  Agent (or its counsel) on or before 2:00  p.m.,  Houston,
Texas  time, December 16, 1998, an amendment fee equal to 25 basis points
on  such  Lender's  then current Commitment (based upon  $350,000,000  of
total Commitments), which shall be due and payable on or before the third
Business Day after the Notes Offering Closing Date.

     19.  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.

     20.   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;
provided, for purposes of this paragraph, Section 3.04(b) shall read:

          "(b)  Except as disclosed in reports filed by the  Company
     under  the Securities Exchange Act of 1934, since December  31,
     1997,  there  has  been  no  material  adverse  change  in  the
     business, assets, operations, prospects or condition, financial
     or otherwise, of the Borrower and its subsidiaries, taken as  a
     whole."

     20.  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.

     21.  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.

     NOTICE.   THIS WRITTEN AMENDMENT, THE CREDIT AGREEMENT,  AS  AMENDED
HEREBY  AND  THE NOTES 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 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


RESIGNING ADMINISTRATIVE      THE CHASE MANHATTAN BANK
AGENT AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


SYNDICATION AGENT             CREDIT SUISSE FIRST BOSTON
AND LENDER:

                              By:_____________________________
                              Name:
                              Title:


                              By:_____________________________
                              Name:
                              Title:

SUCCESSOR ADMINISTRATIVE      PARIBAS
AGENT; DOCUMENTATION
AGENT 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:


                              BANK ONE, LOUISIANA, NA,
                                as successor to 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: