EXHIBIT 10.185
                                                                         
                          AMENDMENT NO. 3 TO
                  LIMITED LIABILITY COMPANY AGREEMENT

     Amendment  No. 3 dated as of April 24, 1998 ("Amendment No.  3")  to
the  Limited Liability Company Agreement made and entered into on October
28,  1996  (the  "Agreement") by and between Conoco  Development  Company
(sometimes  referred  to as "Conoco") and RB Deepwater  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. 3 and the transactions contemplated
thereby.
     
     EXECUTED as of the 24th day of April, 1998.


                                  MEMBERS

                         CONOCO DEVELOPMENT COMPANY


                    By:_________________________
                    Its:________________________

                         
                         RB DEEPWATER EXPLORATION INC.


                    By:_________________________
                         Tim W. Nagle

                    Its: Vice President and Treasurer



STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE  me,                         , a Notary Public, on  this  day
personally              appeared                                        ,
,  of  Conoco Development Company, 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 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