EXHIBIT 10.219
                                    
            FOURTH CONSENT AND AMENDMENT TO CREDIT AGREEMENT
                                    
          FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of December  18,
1998  (this  "Amendment"),  among  R&B  FALCON  CORPORATION,  a  Delaware
corporation  ("Holdings"), RBF DEEPWATER EXPLORATION III INC.,  a  Nevada
corporation  (f/k/a RB Deepwater Exploration III Inc.) (the  "Borrower"),
the  various lending institutions party to the Credit Agreement  referred
to below (each, a "Bank" and, collectively, the "Banks"), CREDIT LYONNAIS
NEW   YORK  BRANCH,  as  Syndication  Agent  and  CHRISTIANIA   BANK   OG
KREDITKASSE, NEW YORK BRANCH, as Administrative Agent for the Banks  (the
"Agent").   All  capitalized terms used herein and not otherwise  defined
shall have the meanings provided such terms in the Credit Agreement.

                                    
                          W I T N E S S E T H :
                                    
                                    
          WHEREAS,  Holdings, the Borrower, the Banks and the  Agent  are
parties  to a Credit Agreement, dated as of February 24, 1998 (as amended
to date, the "Credit Agreement"); and

          WHEREAS,  the parties thereto and hereto agree as  follows  and
wish to amend the Credit Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I.  Consents and Amendments.

          1.   On  and  as of the Extension Date (as defined  below)  and
after giving effect to the prepayment and commitment reduction to be made
on  such  date,  Section 9 of the Credit Agreement is hereby  amended  by
deleting  the  definition  of  "Maturity  Date"  appearing  therein   and
inserting the following new definition in lieu thereof:

          "Maturity Date" shall mean June 30, 1999.

          2.   Notwithstanding anything to the contrary contained in  the
Credit Agreement (including, without limitation, Sections 2.02, 3.01  and
3.03),  and  in  addition to any other payments or Commitment  reductions
which  may  be required or permitted pursuant to the terms of the  Credit
Agreement,  the  parties  hereto agree that on  December  31,  1998  (the
"Extension Date") the Borrower may , upon one day's prior notice  to  the
Administrative  Agent, make a non-pro rata prepayment  (such  prepayment,
except  as  expressly  provided herein, to be  made  in  accordance  with
Section 3.03 of the Credit Agreement) of Loans for the account of Bank of
Nova  Scotia equal to the then outstanding principal amount of Loans made
by Bank of Nova Scotia plus accrued but unpaid interest and fees owing to
Bank  of Nova Scotia on such date; provided that such prepayment of Loans
shall  be  accompanied by a simultaneous non-pro rata permanent reduction
to the Total Commitment which shall reduce the Commitment of Bank of Nova
Scotia in effect at such time to $0.  As of the Extension Date, and after
giving  effect to the prepayment and commitment reduction to be  made  on
such  date,  Bank  of  Nova Scotia shall relinquish  its  rights  and  be
released  from  any further obligations under the Credit  Agreement,  and
shall cease to be a Bank for all purposes of the Credit Agreement.

          3.   Notwithstanding anything to the contrary contained in  the
Credit  Agreement  (including,  without limitation,  Section  7.08),  the
indenture governing Holdings' $400,000,000 notes offering closing  on  or
about  December  22,  1998 shall be permitted to  contain  such  negative
covenants with respect to Liens and Restricted Payments as Holdings deems
appropriate to effectuate such notes offering, provided that, in no event
shall  such  restrictive  covenants prohibit  (i)  the  granting  to  the
Collateral  Agent of the Security Agreement Collateral or a  mortgage  on
the  Drillship  or  (ii) the performance by Holdings of  its  obligations
under Section 12 of the Credit Agreement.

II.  Miscellaneous Provisions.

          1.   In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:

          (a)   no  Default or Event of Default exists as of  the  Fourth
     Amendment Effective Date both before and after giving effect to this
     Amendment; and
     
          (b)  all of the representations and warranties contained in the
     Credit Agreement and the other Credit Documents are true and correct
     in all material respects on the Fourth Amendment Effective Date both
     before  and  after giving effect to this Amendment,  with  the  same
     effect  as though such representations and warranties had been  made
     on  and  as  of  the  Fourth  Amendment  Effective  Date  (it  being
     understood that any representation or warranty made as of a specific
     date  shall be true and correct in all material respects as of  such
     specific date).
     
          2.   This  Amendment  is  limited as specified  and  shall  not
constitute  a  modification, acceptance or waiver of any other  provision
(or  of  any  provision beyond the specific consents or  waivers  granted
herein) of the Credit Agreement or any other Credit Document.

          3.    This   Amendment  may  be  executed  in  any  number   of
counterparts   and   by  the  different  parties   hereto   on   separate
counterparts,  each  of  which counterparts when executed  and  delivered
shall be an original, but all of which shall together constitute one  and
the same instrument.  A complete set of counterparts shall be lodged with
the Borrower and the Agent.

          4.   THIS  AMENDMENT  AND  THE RIGHTS AND  OBLIGATIONS  OF  THE
PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY  THE
LAW OF THE STATE OF NEW YORK.

          5.   This  Amendment shall become effective on  the  date  (the
"Fourth  Amendment Effective Date") when each of Holdings,  the  Borrower
and  each of the Banks (other than Bank of Nova Scotia) shall have signed
a  counterpart  hereof (whether the same or different  counterparts)  and
shall  have  delivered (including by way of facsimile  transmission)  the
same  to  the  Agent at its Notice Office; provided that, notwithstanding
the  foregoing, the consent granted pursuant to paragraph  I.3.  of  this
Amendment  shall  be effective upon the execution and  delivery  of  such
counterparts by Holdings, the Borrower and the Required Banks.

          6.   From  and after the Fourth Amendment Effective  Date,  all
references in the Credit Agreement and each of the other Credit Documents
to  the  Credit Agreement shall be deemed to be references to the  Credit
Agreement as amended hereby.

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.

                              R&B FALCON CORPORATION
                              
                              
                              By:_________________________
                                    Title:
                              
                              RBF DEEPWATER EXPLORATION III INC.
                              
                              
                              By:_________________________
                                    Title:
                              
                              
                              CHRISTIANIA BANK OG KREDITKASSE, NEW YORK
                              BRANCH, Individually and as Agent
                              
                              
                              By:_________________________
                                    Title:
                              
                              
                              By:_________________________
                                    Title:
                              
                              
                              CREDIT LYONNAIS NEW YORK BRANCH,
                              Individually and as Syndication Agent
                              
                              
                              
                              By:_________________________
                                    Title:
                              
                              
                              SKANDINAVISKA ENSKILDA BANKEN AB (Publ.)
                              
                              
                              
                              By:_________________________
                                    Title:
                              
                              By:_________________________
                                    Title:
                              
                              
                              CREDIT AGRICOLE INDOSUEZ
                              
                              
                              By:_________________________
                                    Title:
                              
                              
                              BANK OF NOVA SCOTIA
                              
                              
                              By:_________________________
                                         Title: