EXHIBIT 10.194

                      SECOND AMENDMENT TO
                      FIRST NAVAL MORTGAGE

          This   Second   Amendment  to  First   Naval   Mortgage   (this
"Amendment"),  made  as  of April 25, 1997, by RB  FPSO  L.P.,  a  Cayman
Islands limited partnership (the "Partnership"), TRB HOLDING CORPORATION,
a    Delaware   corporation   (the   "Mortgagor"),   whose   address   is
901  Threadneedle,  Suite 200, Houston, Texas 77079, and  TRB  SUBSIDIARY
CORPORATION, a Delaware corporation ("TRBS") to NISSHO IWAI  EUROPE  PLC,
an  English corporation, whose address is Bastion House, 140 London Wall,
London, EC2Y SJT, United Kingdom (the "Lender");

                            WHEREAS:

          1.   The Mortgagor has executed and delivered to the Lender the
First Naval Mortgage dated as of April 7, 1997 (the "Original Mortgage"),
recorded  at Entry No. 6108, Volume 255 in the Registry Journal  Book  of
the Republic of Panama which covers the vessel known as "Seillean", Gross
Register  Tons  (GRT): 50,928.00; Net Register Tons:  15,278.00,  Length:
236.47   meters,  Width:  37  meters,  Depth:  19.80  meters,   Permanent
Navigation   Patent  No.  23272-96,  Radio  Call  Letters:   3FPF6,   and
Registration No. 25519-PEXT, and with the home port of Panama  City,  the
Republic of Panama (the "Vessel") to secure, among other obligations, the
obligations  of TRBH, Reading & Bates (U.K.) Limited, an English  limited
liability  company (the "Charterer") and Lender under the Loan  Agreement
(the  "Loan Agreement") dated as of December 14, 1996.  Unless  otherwise
defined  herein,  all  capitalized terms used herein  have  the  meanings
assigned thereto in the Original Mortgage.

          2.    The Mortgagor transferred a 10% undivided interest in and
to  the  Vessel to TRBS pursuant to a Bill of Sale dated April 21,  1997,
which  interest was transferred subject to the lien and mortgage  of  the
Original Mortgage and the Lender consented to such transfer in accordance
with  the terms hereof.  The First Amendment to First Naval Mortgage (the
"First Amendment") dated April 21, 1997 was entered in to for the purpose
of   evidencing  TRBS' acknowledgment of such lien and mortgage  and  the
Lender's consent to such transfer.

          3.    The  Mortgagor and TRBS transferred all of their interest
in  and  to  the Vessel to the Partnership pursuant to two Bill  of  Sale
dated April 25, 1997, which interest was transferred subject to the  lien
and  mortgage of the Original Mortgage and the Lender consented  to  such
transfer in accordance with the terms hereof.

          4.    This  Amendment  is  entered in to  for  the  purpose  of
evidencing the Partnership's acknowledgment of such lien and mortgage and
the Lender's consent to such transfer.
          
          5.    The  Partnership  will  derive substantial  benefit  from
obtaining its interest in the Vessel.

          NOW, THEREFORE, THIS MORTGAGE WITNESSETH:

          That  in  consideration of the premises and of other  good  and
valuable  consideration, the receipt of which is hereby acknowledged,  to
secure  and  guarantee  the payment on demand  of  the  Obligations,  the
Partnership  hereby executes and constitutes a first and  absolute  naval
mortgage in accordance with the provisions of Chapter V, Title IV of Book
II  of  the  Code of Commerce, and the pertinent provisions of the  Civil
Code  and other legislation of the Republic of Panama, upon its undivided
interest  in  and  to the Vessel, including all masts,  boilers,  cables,
engines,  machinery, bowsprits, sails, rigging, boats,  anchors,  chains,
tackle,  apparel,  furniture,  fittings,  tools,  pumps,  equipment   and
supplies,  and  all  other appurtenances and accessories  and  additions,
improvements and replacements now or hereafter belonging thereto, whether
or  not removed therefrom, property of the shipowner, of Panamanian  flag
and registry;

          TO HAVE AND TO HOLD all and singular the above described Vessel
unto the Lender, its successors and assigns, forever;

          PROVIDED, HOWEVER, that if Mortgagor and the Partnership, their
successors  or  assigns  shall perform, discharge  and  observe  all  and
singular  the  terms,  the  Obligations  and  the  other  covenants   and
agreements herein, then this Mortgage shall cease, otherwise to remain in
full force and affect.

          1.   The Partnership agrees that its interest in the Vessel and
related  property  is  subject  to the lien  of  the  Original  Mortgage,
although  the  Partnership  is not otherwise personally  liable  for  the
obligations under the Loan Agreement.

          2.    The Partnership covenants and agrees to the extent of its
interest in the Vessel, to perform all obligations of the Mortgagor under
the  Original Mortgage in the same manner as if the Partnership  were  an
original party thereto as follows:

          3.    All notices to the Mortgagor and the Lender hereto  shall
be  given at the addresses and in the manner set forth in Section 9.02 of
the  Loan Agreement and all notices to the Partnership and TRBS shall  be
addressed as follows and sent in the manner set forth in Section 9.02  of
the Loan Agreement.

          If to the Partnership, at:

               RB FPSO L.P.
               901 Threadneedle, Suite 200
               Houston, Texas 77079

          If to TRBS, at:

               TRB Subsidiary Corporation
               901 Threadneedle, Suite 200
               Houston, Texas 77079
               
          4.   All covenants and agreements of Mortgagor herein contained
shall  bind Mortgagor and the Partnership, their successors and  assigns,
and  shall inure to the benefit of Lender and its successors and assigns.
Following  any  assignment  hereof by Lender,  any  reference  herein  to
"Lender" shall be deemed to refer to the assignee.

          5.    If  any provision of this Amendment be held to be invalid
under  the provisions of any applicable law, such invalid provision shall
be  deemed  deleted from this Amendment but the validity of the  Mortgage
shall not otherwise be affected.

          6.    Except  as amended hereby and by the First Amendment  the
Original Mortgage shall be in full force and effect.

          7.    The  Partnership, Mortgagor and Lender confer  a  Special
Power  of  Attorney  with  right  of  substitution  upon  Messrs.  ICAZA,
GONZALEZ-RUIZ  &  ALEMAN, a law firm domiciled in  the  City  of  Panama,
Republic  of Panama to take all necessary steps to record this instrument
of  mortgage in the Public Registry Office of the Republic of Panama, and
do  whatsoever said law firm may consider appropriate for the fulfillment
of  any  and all laws and regulations governing the ship mortgage in  the
Republic of Panama.

          IN  WITNESS WHEREOF, the undersigned have caused this Amendment
to be executed as of the day and year first above written.

                              TRB HOLDING CORPORATION

                              By:__________________________________
                                   T. W. Nagle
                                   Executive Vice President Finance
                                    and Administration

                      NOTARIAL CERTIFICATE

          I,  the  undersigned, NOTARY PUBLIC, duly authorized,  admitted
and  sworn,  residing  and practicing in Houston, Harris  County,  Texas,
U.S.A.,

DO HEREBY CERTIFY THAT:

     I.     T.  W.  Nagle,  as  Executive  Vice  President  Finance   and
Administration  of the above mentioned corporation did sign  and  deliver
the  above  written  mortgage  in  my presence  and  that  the  signature
appearing above is his authentic signature.

     II    Sufficient proof has been produced to me that T. W. Nagle  has
power  to execute said mortgage on behalf of the corporation.  I  further
certify  that  the above signature of T. W. Nagle was set thereon  in  my
presence and is, therefore, authentic.

          IN  TESTIMONY WHEREOF, I have hereunto subscribed my  name  and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.


                              ___________________________
                                   Notary Public


                              TRB SUBSIDIARY CORPORATION

                              By:_____________________________
                                   T. W. Nagle
                                   Vice President and Treasurer


                      NOTARIAL CERTIFICATE

          I,  the  undersigned, NOTARY PUBLIC, duly authorized,  admitted
and  sworn,  residing  and practicing in Houston, Harris  County,  Texas,
U.S.A.,

DO HEREBY CERTIFY THAT:

     I.    T.  W.  Nagle, as Vice President and Treasurer  of  the  above
mentioned corporation did sign and deliver the above written mortgage  in
my  presence  and  that the signature appearing above  is  his  authentic
signature.

     II    Sufficient proof has been produced to me that T. W. Nagle  has
power  to execute said mortgage on behalf of the corporation.  I  further
certify  that  the above signature of T. W. Nagle was set thereon  in  my
presence and is, therefore, authentic.

          IN  TESTIMONY WHEREOF, I have hereunto subscribed my  name  and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.


                                   ________________________
                                   Notary Public


                              RB FPSO L.P.

                              By:   TRB  Holding Corporation, its general
                                     partner

                                   By:__________________________________
                                        T. W. Nagle
                                        Executive Vice President Finance
                                         and Administration


                      NOTARIAL CERTIFICATE

          I,  the  undersigned, NOTARY PUBLIC, duly authorized,  admitted
and  sworn,  residing  and practicing in Houston, Harris  County,  Texas,
U.S.A.,

DO HEREBY CERTIFY THAT:

     I.     T.  W.  Nagle,  as  Executive  Vice  President  Finance   and
Administration  of TRB Holding Corporation, general partner  of  RB  FPSO
L.P.  did sign and deliver the above written mortgage in my presence  and
that the signature appearing above is his authentic signature.

     II.   Sufficient  proof  has  been produced  to  me  that  the  said
T.  W.  Nagle  has  power  to  execute said mortgage  on  behalf  of  the
corporation  as  general partner of the partnership.  I  further  certify
that  the  above signature of T. W. Nagle was set thereon in my  presence
and is, therefore, authentic.

          IN  TESTIMONY WHEREOF, I have hereunto subscribed my  name  and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.


                                   __________________________
                                   Notary Public


                     ACCEPTANCE OF MORTGAGE

          I, the undersigned, as Senior Vice President and Senior General
Manager of Houston office of NISSHO IWAI EUROPE, PLC., referred to as the
"Lender"  in  the above Second Amendment to First Naval Mortgage  on  the
m.v.  "Seillean",  hereby  ACCEPTS for all  legal  purposes  said  Second
Amendment to First Naval Mortgage on behalf of the "Lender".

Date:                              NISSHO IWAI EUROPE PLC.


                              By:_________________________________
                                   Kazutoshi Kimura
                                   Senior Vice President and Senior
                                    General Manager of Houston office


         NOTARIAL CERTIFICATE OF ACCEPTANCE OF MORTGAGE

          I,  the  undersigned, NOTARY PUBLIC, duly authorized,  admitted
and  sworn,  residing  and practicing in Houston, Harris  County,  Texas,
U.S.A.,

DO HEREBY CERTIFY THAT:

     I.    Kazutoshi Kimura, as Senior Vice President and Senior  General
Manager of Houston office of the above mentioned corporation did sign and
accept  the above written mortgage in my presence and that the  signature
appearing above is his authentic signature.

     II.   Sufficient  proof  has  been produced  to  me  that  the  said
Kazutoshi  Kimura  has power to execute said mortgage on  behalf  of  the
corporation.   I  further certify that the above signature  of  Kazutoshi
Kimura was set thereon in my presence and is, therefore, authentic.

          IN  TESTIMONY WHEREOF, I have hereunto subscribed my  name  and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.


                                   _________________________
                                   Notary Public