EXHIBIT 10.184
                                                                         
                       AMENDMENT NO. 2 TO
              LIMITED LIABILITY COMPANY AGREEMENT

     Amendment  No. 2 dated as of April 30, 1997 ("Amendment No.  2")  to
the  Limited Liability Company Agreement made and entered into on October
28, 1996 (the "Agreement"), as amended by Amendment No. 1  dated February
7,  1997  ("Amendment  No.l"), 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  further,  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.    Amendment of Agreement.  Effective as of  April 30, 1997,  the
Agreement  is  amended so as to delete the modifications  and  amendments
made  by  Amendment No. 1 and the Agreement is restored to the terms  and
conditions in effect prior to such Amendment No. 1,  as if such Amendment
No. 1 had never been made.

     C.    Full Force and Effect.  Except as otherwise amended above, the
Agreement remains 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
set out in this Amendment No. 2.

     EXECUTED on this 30th day of April, 1997.

                                  MEMBERS

                         CONOCO DEVELOPMENT COMPANY


                    By:_________________________
                    Its:________________________


                         RB DEEPWATER EXPLORATION INC.


                    By:_________________________
                    Its:________________________


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 25th day of April,  1997
in Houston, Texas.


My commission expires:   ______________________
                              Notary Public


STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE   me,                   ,  a  Notary  Public,  on  this   day
personally            appeared                                          ,
, 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 25th day of April,  1997
in Houston, Texas.

My commission expires:   _____________________
                              Notary Public