EXHIBIT 10.170

                                                                         
             SECOND AMENDMENT TO LETTER OF CREDIT AGREEMENT

          SECOND  AMENDMENT TO LETTER OF CREDIT AGREEMENT,  dated  as  of
October  22,  1998  (this "Amendment"), among R&B FALCON  CORPORATION,  a
Delaware corporation (the "Obligor") and CHRISTIANIA BANK OG KREDITKASSE,
NEW  YORK BRANCH (the "Bank").  All capitalized terms used herein and not
otherwise defined shall have the meanings provided such terms in the  L/C
Agreement referred to below.
          
                          W I T N E S S E T H :
                                    
          WHEREAS,  the Obligor and the Bank are parties to a  Letter  of
Credit Agreement, dated as of December 30, 1996 (as amended to date,  the
"L/C Agreement"); and
          
          WHEREAS, the parties thereto and hereto wish to amend  the  L/C
Agreement as herein provided;
          
          NOW, THEREFORE, it is agreed:
          
I.  Amendments to L/C Agreement.

          1.   Section 7.01 of the L/C Agreement is hereby amended by (i)
deleting  the  word  "and"  at  the  end  of  clause  (e)  thereof,  (ii)
redesignating  clause (f) thereof as clause (g) and (iii)  inserting  the
following new clause (f) immediately following clause (e) thereof:
          
          (f)   Indebtedness of Cliffs Drilling acquired pursuant to  the
     Cliffs  Acquisition in an aggregate principal amount not  to  exceed
     $235,000,000,  provided that (i) such Indebtedness  existed  at  the
     time  of  the  consummation of the Cliffs Acquisition  and  was  not
     created  in  contemplation thereof (and the provisions thereof  were
     not  altered in any material respect in contemplation thereof), (ii)
     the  Obligor  shall  have  no liability with  respect  to  any  such
     Indebtedness  and  (iii) any Liens securing such Indebtedness  apply
     only  to  the  assets of Cliffs Drilling acquired  pursuant  to  the
     Cliffs Acquisition (and no additional assets are granted as security
     following, or in contemplation of, the Cliffs Acquisition); and
          
          2.   Section 7.04 of the L/C Agreement is hereby amended by (i)
deleting  the  word  "and"  at  the  end  of  clause  (c)  thereof,  (ii)
redesignating  clause (d) thereof as clause (e) and (iii)  inserting  the
following new clause (d) immediately following clause (c) thereof:
          
          (d)  The Obligor and its Subsidiaries may consummate the Cliffs
     Acquisition  in  accordance  with the Cliffs  Acquisition  Documents
     delivered  to the Administrative Agent prior to the Second Amendment
     Effective Date; and
          
          3.   Section 7.08 of the L/C Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (iv) thereof and inserting a
comma  in  lieu thereof and (ii) inserting the following new clause  (vi)
immediately following clause (v) thereof:

     "and  (vi)  this  Section  7.08 shall not  prohibit  the  restricted
     payment provisions contained in the Cliffs Indenture and the  Cliffs
     Credit  Agreement to the extent such restrictions and any exceptions
     thereto   are  not  materially  altered  pursuant  to   the   Cliffs
     Acquisition  or in anticipation thereof in a manner which  would  be
     adverse to the Bank"

          4.   Section  7.12  of the L/C Agreement is hereby  amended  by
inserting  the text ",or the Cliffs Indenture or Cliffs Credit  Agreement
as  in  existence  on  the Second Amendment Effective  Date"  immediately
following the reference to "Agreement" appearing therein.

          5.   Section  9  of  the  L/C Agreement is  hereby  amended  by
inserting  the  following  new  definitions in  appropriate  alphabetical
order:

          "Cliffs  Acquisition" shall mean the acquisition by  a  Wholly-
     Owned  Subsidiary  of the Obligor by way of merger  of  all  of  the
     capital  stock  of  Cliffs Drilling in accordance  with  the  Cliffs
     Acquisition Documents.

          "Cliffs  Acquisition Documents" shall mean  the  Agreement  and
     Plan of Merger, dated as of August 21, 1998, among the Obligor,  RBF
     Cliffs  Acquisition  Corp. and Cliffs Drilling,  and  all  exhibits,
     schedules and ancillary documents thereto.

          "Cliffs Credit Agreement" shall mean the Third Restated  Credit
     Agreement, dated July 29, 1998, among Cliffs Drilling, Cliffs Oil  &
     Gas  Company,  Cliffs Drilling International, Inc.  and  ING  (U.S.)
     Capital Corporation, as agent for the lenders named therein, as  the
     same  may be amended, modified or supplemented from time to time  in
     accordance therewith and herewith.

          "Cliffs  Drilling"  shall  mean  Cliffs  Drilling  Company,   a
Delaware Corporation.

          "Cliffs  Indenture" shall mean the Indenture, dated as  of  May
     15,   1996,   among  Cliffs  Drilling  Company,   certain   of   its
     subsidiaries, and Fleet National Bank, as Trustee, governing  Cliffs
     Drilling's  10.25%  Senior  Notes due  2003  and  each  supplemental
     indenture executed in connection therewith prior to the date hereof.

          "Second Amendment Effective Date" shall mean November 20, 1998.
II  Miscellaneous Provisions.

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

          (a)   no  Default or Event of Default exists as of  the  Second
     Amendment Effective Date both before and after giving effect to this
     Amendment; and

          (b)  all of the representations and warranties contained in the
     L/C Agreement and the other Credit Documents are true and correct in
     all  material respects on the Second 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  Second  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 of
the L/C 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 Obligor 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
"Second Amendment Effective Date") when each of the Obligor and the  Bank
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 Bank at its Notice Office.

          6.  From and after the Second Amendment Effective Date, all
references in the L/C Agreement and each of the other Credit Documents to
the L/C Agreement shall be deemed to be references to the L/C 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:


                              CHRISTIANIA BANK OG KREDITKASSE,
                              NEW YORK BRANCH


                              By:_________________________
                                    Title:


                              By:_________________________
                                    Title: