EXHIBIT 10.188
                    
                            AMENDMENT NO. 1 TO
                   LIMITED LIABILITY COMPANY AGREEMENT

     Amendment  No. 1 dated as of April 24, 1998 ("Amendment No.  1")  to
the  Limited Liability Company Agreement made and entered into  on  April
30,  1997  (the  "Agreement") by and between Conoco Development  II  Inc.
(sometimes referred to as "Conoco") and RB Deepwater II Exploration  Inc.
(sometimes referred to as "Reading & Bates").

     For  and  in  consideration  of the mutual  covenants,  rights,  and
obligations  contained herein, the benefits to be derived therefrom,  and
other  good  and  valuable consideration, the receipt and sufficiency  of
which  are  hereby acknowledged, the Members hereby agree  to  amend  the
Agreement, effective as of the first date shown above, as follows:

     A.    Definitions.   Unless  otherwise defined  in  this  Amendment,
capitalized terms shall have the respective meanings ascribed to them  in
the Agreement.

     B.    Amendments  to  the Agreement.  The Agreement  is  amended  as
follows:

     1.   All   references   in  the  Agreement  to  "Reading   &   Bates
          Corporation"  shall  be deleted, and "R&B  Falcon  Corporation"
          substituted therefor.

     2.   The  form of Indemnification Agreement, with respect to Reading
          &  Bates,  shall be deleted, and in lieu thereof, the  attached
          form   of   Indemnification  Agreement  shall  be   substituted
          therefor.

     C.    Full Force and Effect. Except as otherwise amended  above, the
Agreement shall remain in full force and effect.

     D.   Further Assurances. Reading & Bates and Conoco  agree  to  duly
execute and deliver all other documents and take such other action as may
be reasonably necessary and proper to effect the intention of the parties
in connection with this Amendment No. 1 and the transactions contemplated
thereby.
     
     EXECUTED as of the 24th day of April, 1998.

                                  MEMBERS

                         CONOCO DEVELOPMENT II INC.


                    By:_________________________
                    Its:________________________

                         
                         RB DEEPWATER EXPLORATION II INC.


                    By:_________________________
                         Tim W. Nagle
                         Vice President and Treasurer


STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE   me,                   ,  a  Notary  Public,  on  this   day
personally            appeared                                          ,
,  of  Conoco Development II Inc., a corporation, known to me to  be  the
person  whose  name  is  subscribed  to  the  foregoing  instrument,  and
acknowledged to me that he executed said instrument for the purposes  and
consideration therein expressed.

     Given under my hand and seal of office this       day of June,  1998
in Houston, Texas.

My commission expires:   ________________________
                              Notary Public


STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE  me,  Harriet  L.  Ingram,  a  Notary  Public,  on  this  day
personally  appeared Tim W. Nagle, Vice President and  Treasurer,  of  RB
Deepwater  Exploration II Inc., a corporation,  known to  me  to  be  the
person  whose  name  is  subscribed  to  the  foregoing  instrument,  and
acknowledged to me that he executed said instrument for the purposes  and
consideration therein expressed.

     Given  under my hand and seal of office this 24th day of June,  1998
in Houston, Texas.

My commission expires:   _____________________
                           Notary Public