EXHIBIT 10.212
                                                                         
                  SECOND AMENDMENT TO CREDIT AGREEMENT

      This  SECOND AMENDMENT TO CREDIT AGREEMENT AND RELEASE OF  GUARANTY
(this  "Second Amendment") is entered into as of November  9,  1998  (the
"Effective Date"), among DEEPWATER DRILLING II L.L.C., a Delaware limited
liability  company  (the "Company"), BANK OF AMERICA NATIONAL  TRUST  AND
SAVINGS ASSOCIATION, as Administrative Agent (the "Administrative Agent")
for  the Banks, and NATIONAL WESTMINSTER BANK PLC, as Documentation Agent
(the  "Documentation Agent", and together with the Administrative  Agent,
the "Agents") and the several financial institutions party to this Second
Amendment   (collectively,   the  "Banks";   individually,   a   "Bank").
Capitalized terms which are used herein without definition and which  are
defined in the Credit Agreement referred to below shall have the meanings
ascribed to them in the Credit Agreement.

      WHEREAS, the Company, the Banks, the Administrative Agent  and  the
Documentation Agent are parties to a certain Credit Agreement dated as of
November  10, 1997 as amended by First Amendment and Release of  Guaranty
dated  as of April 24, 1998 (as at any time further amended, modified  or
supplemented  and  in effect from time to time, the "Credit  Agreement");
and

      WHEREAS,  the  Company has requested that the Banks increase  their
Commitments and extend the Revolving Termination Date; and

      WHEREAS, subject to the terms and conditions herein contained,  the
Banks are willing to consent to the above-described requests by executing
this Second Amendment;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency  of which is hereby acknowledged, the parties  hereto  hereby
agree as follows:

      SECTION 1.     Increased Commitments.  Schedule A-1 attached hereto
sets forth the Commitment, outstanding Revolving Loans and Pro Rata Share
of  each  of  the  Banks  prior  to the Effective  Date  of  this  Second
Amendment.   Schedule 2.01 attached hereto sets forth the Commitment  and
Pro  Rata Share of each of the Banks on and after the Effective  Date  of
this  Second Amendment.  Schedule 2.01 to the Credit Agreement is  hereby
deleted and replaced with Schedule 2.01 in the form attached hereto.

     SECTION 2.     Amendment to Section 6.12 (Use of Proceeds).  Section
6.12  of  the  Credit Agreement is hereby amended to  add  the  following
sentence:   "In  addition,  proceeds  of  Loans  may  be  used  to  repay
Indebtedness  of the Borrower owed to Bank of America  NT  &  SA  in  the
principal  amount  of  $10,000,000 together with interest  thereon.   The
Borrower represents that the proceeds of said Indebtedness were  used  to
fund costs incurred in connection with construction of the Drillship."

      SECTION  3.      Extension  of  Revolving  Termination  Date.   The
definition of "Revolving Termination Date" set forth in Schedule 1.01  of
the Credit Agreement is hereby amended by deleting "November 9, 1998" and
inserting "January 30, 1999."

      SECTION 4.     Representations and Warranties of the Company.   The
Company  represents and warrants to the Agents and to each of  the  Banks
that:

           (a)   This Second Amendment has been duly authorized, executed
and  delivered by the Company and the Credit Agreement as amended  hereby
constitutes  the  legal, valid and binding obligations  of  the  Company,
enforceable against the Company in accordance with its terms,  except  as
enforceability  may  be limited by applicable bankruptcy,  insolvency  or
similar laws affecting the enforcement of creditors' rights generally  or
by  equitable principles relating to enforceability.

           (b)  The representations and warranties set forth in Article V
of  the  Credit  Agreement are true and correct in all material  respects
before  and  after giving effect to this Second Amendment with  the  same
effect  as  if  made  on  the  date hereof, except  to  the  extent  such
representations and warranties expressly related to an earlier  date,  in
which case they were true and correct in all material respects on and  as
of such earlier date.

           (c)   As  of  the date hereof, at the time of and  immediately
after  giving  effect to this Second Amendment, no Default  or  Event  of
Default has occurred and is continuing.

      SECTION  5.      Conditions of Effectiveness.   The  Company  shall
deliver the following to the Administrative Agent as conditions precedent
to the effectiveness of this Second Amendment:

           (a)  This Second Amendment, signed by the Company, the Agents,
and  each  of the Banks, together with each Consent of Guarantor attached
hereto, executed by R&B Falcon and by Conoco;

          (b)  Payment by the Company to each Bank of an amendment fee in
an amount equal to 15 basis points based on each Bank's Commitment as set
forth on Schedule 2.01 attached hereto;

           (c)   A  Certificate signed by the members  of  the  Borrower,
consenting  to  the execution and delivery of this Second  Amendment  and
certifying  the name and true signature of the representative  authorized
to sign this Second Amendment;

           (d)   Copies of resolutions of the board of directors of  each
Guarantor  authorizing  its  guaranty  of  the  increased  and   extended
Commitments,  certified as of the Effective Date by the Secretary  or  an
Assistant Secretary of such Guarantor or other evidence of authority;

           (e)  Opinions of counsel to the Borrower substantially in  the
form attached hereto as Exhibit A;

           (f)  An opinion of counsel to each Guarantor, substantially in
the form attached hereto as Exhibit A; and

          (g)  Such other evidence as the Agent or the Majority Banks may
request  to  establish the consummation of the transactions  contemplated
hereby or the compliance with the conditions set forth herein.

      SECTION  6.      Effect  of Amendment.  This Second  Amendment  (i)
except  as expressly provided herein, shall not be deemed to be a consent
to  the  modification  or waiver of any other term or  condition  of  the
Credit  Agreement or of any of the instruments or agreements referred  to
therein  and  (ii)  shall not prejudice any right  or  rights  which  the
Administrative  Agent or the Banks may now have under  or  in  connection
with  the Credit Agreement, as amended by this Second Amendment.   Except
as  otherwise  expressly provided by this Second Amendment,  all  of  the
terms, conditions and provisions of the Credit Agreement shall remain the
same.   It is declared and agreed by each of the parties hereto that  the
Credit  Agreement, as amended hereby, shall continue in  full  force  and
effect, and that this Second Amendment and such Credit Agreement shall be
read and construed as one instrument.

      SECTION 7.     Miscellaneous  This Second Amendment shall  for  all
purposes be construed in accordance with and governed by the laws of  the
State  of  New  York.   The  captions in this Second  Amendment  are  for
convenience  of  reference  only  and  shall  not  define  or  limit  the
provisions  hereof.   This Second Amendment may be executed  in  separate
counterparts, each of which when so executed and delivered  shall  be  an
original, but all of which together shall constitute one instrument.   In
proving  this Second Amendment, it shall not be necessary to  produce  or
account for more than one such counterpart.

     NO ORAL AGREEMENTS.  THE CREDIT AGREEMENT (AS AMENDED BY THIS SECOND
AMENDMENT)  AND  THE OTHER LOAN DOCUMENTS REPRESENT THE  FINAL  AGREEMENT
BETWEEN  THE  PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

              [SIGNATURES BEGIN ON FOLLOWING PAGE]


      IN  WITNESS  WHEREOF, the parties hereto have  caused  this  Second
Amendment  to  be  duly executed and delivered by their proper  and  duly
authorized  representatives or officers as of the  date  and  year  first
above written.

                           DEEPWATER DRILLING II L.L.C.
                           
                           
                           
                           By:_________________________
                              Name:
                              Title:


            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                                    
                                    
                                 BANK  OF AMERICA NATIONAL  TRUST
                                 AND   SAVINGS  ASSOCIATION,   as
                                 Administrative Agent  and  as  a
                                 Bank
                                 
                                 By:_________________________
                                    Claire M. Liu
                                    Managing Director
                                 

            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                                    
                                 NATIONAL WESTMINSTER BANK PLC
                                 NEW YORK BRANCH, as a Bank
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 
                                 NATIONAL WESTMINSTER BANK PLC
                                 NASSAU BRANCH, as a Bank
                                 
                                 By:________________________
                                    Name:
                                    Title:
                                 

            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                                    

                                 BANCA POPOLARE DI MILANO,
                                 NEW YORK BRANCH
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 
            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                                    

                                 BAYERISCHE HYPO-UND VEREINSBANK AG,
                                 NEW YORK BRANCH
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 
                                 By:_________________________
                                    Name:
                                    Title:


            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                                    
                                 CREDITO ITALIANO
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 

            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                                    

                                 BANCA MONTE DEI PASCHI DI SIENA
                                 S. P. A.
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 

            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                          CONSENT OF GUARANTOR

     The  undersigned Guarantor hereby consents to the provisions of  the
foregoing  Second  Amendment to Credit Agreement, and confirms  that  the
Guaranty  Agreement dated as of November 10, 1997 executed by it  remains
in full force and effect in accordance with its terms.
     
     
                                 CONOCO INC. (formerly Continental
                                    Oil Company)
                                 
                                 
                                 By:_________________________
                                    Name:
                                    Title:
                                 

            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                          CONSENT OF GUARANTOR

     The  undersigned Guarantor hereby consents to the provisions of  the
foregoing  Second  Amendment to Credit Agreement, and confirms  that  the
Guaranty Agreement dated as of April 24, 1998 is in full force and effect
in accordance with its terms.

                                 R&B FALCON CORPORATION
                                 
                                 
                                 By:__________________________ 
                                    Name:
                                    Title:
                                 


            [THIS IS A SIGNATURE PAGE TO THE SECOND AMENDMENT
                          TO CREDIT AGREEMENT]
                              SCHEDULE A-1
                                    
            COMMITMENTS, OUTSTANDING LOANS AND PRO RATA SHARE
                                    
                        PRIOR TO SECOND AMENDMENT

                                              Outstanding      Pro Rata
Bank                             Commitment  Revolving Loans    Share
----                             ----------  ---------------   --------
Bank of America NT&SA           $ 32,500,000  $ 32,500,000   18.57142857%
National Westminster Bank PLC   $ 32,500,000  $ 32,500,000   18.57142857%
Banca Popolare diMilano, 
  New York Branch               $ 25,000,000  $ 25,000,000   14.28571429%
Bayerische Hypo-Und Vereinsbank
  AG, New York Branch           $ 25,000,000  $ 25,000,000   14.28571429%
Credito Italiano                $ 25,000,000  $ 25,000,000   14.28571429%
Great-West Life & Annuity
  Insurance Company             $ 20,000,000  $ 20,000,000   11.42857143%
Banca Monte dei Paschi di Siena
  S.p.A., New York Branch       $ 15,000,000  $ 15,000,000    8.57142857%
                                ------------  ------------  ------------
                                $175,000,000  $175,000,000  100.00000000%
                                ============  ============  ============


                                                           
                              SCHEDULE 2.01
                                    
            COMMITMENTS, OUTSTANDING LOANS AND PRO RATA SHARE
                                    
                         AFTER SECOND AMENDMENT
                                    
                                                 Pro Rata
Bank                               Commitment      Share
----                               ----------    --------
Bank of America NT&SA             $102,500,000    45.56%
National Westminster Bank PLC     $ 32,500,000    14.44%
Banca Popolare di Milano,                   
New York Branch                   $ 25,000,000    11.11%
Bayerische Hypo-Und Vereinsbank
  AG, New York Branch             $ 25,000,000    11.11%
Credito Italiano                  $ 25,000,000    11.11%
Banca Monte dei Paschi di Siena
  S.p.A., New York Branch         $ 15,000,000     6.67%
                                  ------------   ------
                                  $225,000,000    100%
                                  ============   ======