EXHIBIT 10.221
                                    
                   SIXTH AMENDMENT TO CREDIT AGREEMENT
                                    
          SIXTH  AMENDMENT TO CREDIT AGREEMENT, dated as of February  22,
1999  (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  wish  to  amend  the
Credit Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I.  Amendments to Credit Agreement and Consents.

          1.   Section 7.01 of the Credit Agreement is hereby amended  by
(i)  deleting  clause  (e)  thereof in its  entirety  and  inserting  the
following new clause (e) in lieu thereof:

          (e)   Indebtedness  of Holdings created under  the  R&B  Falcon
     Credit  Agreement  in  an  aggregate  principal  amount  not  exceed
     $200,000,000.
     
,  (ii)  deleting the word "and" at the end of clause (h)  thereof,  (ii)
redesignating  clause (i) thereof as clause (j), and (iii) inserting  the
following new clause (i) immediately following clause (h) thereof:

          (i)   Senior unsecured Indebtedness of Holdings (including  any
     refinancing  thereof,  provided that any such refinancing  does  not
     increase the principal amount thereof beyond that outstanding on the
     date  of such refinancing) in an aggregate principal amount  not  to
     exceed $350,000,000; provided that such Indebtedness (or refinancing
     thereof, as the case may be) shall at all times (i) be unsecured and
     (ii)  have  a  maturity date not earlier than  one  year  after  the
     Maturity  Date  (as such term is defined from time to time)  (except
     for  any refinancing which results solely in the conversion of  such
     Indebtedness into, or exchange for, other Indebtedness of  Holdings,
     in  an aggregate principal amount not to exceed that outstanding  on
     the  date of such refinancing, which is unsecured and has a maturity
     date not earlier than one year after the Maturity Date (as such term
     is defined from time to time)); and
     
          2.   Section 7.11 of the Credit Agreement is hereby amended  by
(i)  deleting  clause  (iii) thereof in its entirety  and  inserting  the
following new clause (iii) in lieu thereof:

     and  (iii)  sales  of properties and assets which shall  not  exceed
     $50,000,000 in fair market value in the aggregate in any fiscal year
     of  Holdings; provided that in addition to the above permitted asset
     sales, Holdings and its Subsidiaries shall be permitted to sell Non-
     Core  Assets not exceeding $250,000,000 in fair market value in  the
     aggregate in any fiscal year of Holdings.
     
          3.   (a) Section 7.10 of the Credit Agreement is hereby amended
by  deleting said section in its entirety and inserting the following new
Section 7.10 in lieu thereof:

          7.10.   Interest Coverage Ratio.  Holdings will not permit  its
     Interest Coverage Ratio at the end of any fiscal quarter of Holdings
     (calculated quarterly at the end of each fiscal quarter of Holdings)
     to  be less than 1.50:1.00.  For purposes of this Section 7.10,  the
     "Interest Coverage Ratio" shall mean the ratio of (i) EBITDA for the
     four  fiscal  quarters  of Holdings ending  on  such  date  to  (ii)
     Consolidated  Interest  Expense for  the  four  fiscal  quarters  of
     Holdings ending on such date.
     
          (b) Notwithstanding the foregoing amendment to Section 7.10  of
the  Credit  Agreement, for purposes of calculating the  EDITDA  Leverage
Ratio  of  Holdings for the periods ending December 31, 1998,  March  31,
1999,  June  30, 1999 and September 30, 1999 (in each case to the  extent
such   period  ends  prior  to  the  Sixth  Amendment  Effective   Date),
Consolidated  Net  Income, interest, taxes, depreciation,  depletion  and
amortization  shall be determined on a pro forma basis as if  the  Cliffs
Acquisition  had  occurred  on October 1,  1997  and  as  if  the  Cliffs
Acquisition had been accounted for as a pooling of interests (but without
duplication in the case of months previously consolidated).

          4.   Section 7.13 of the Credit Agreement is hereby amended  by
deleting  said  section in its entirety and inserting the  following  new
Section 7.13 in lieu thereof:

          Section  7.13  Restriction on Certain Debt Payments.   Holdings
     shall  not  (i) repay any indebtedness incurred pursuant to  Section
     7.01(h) except out of net proceeds from the issuance by the Borrower
     of  (x)  capital  stock  permitted to be  issued  hereunder  or  (y)
     refinancing  Indebtedness  permitted pursuant  to  Section  7.01(h);
     provided  that, so long as no Default or Event of Default exists  or
     would  result immediately after giving effect to such payment,  this
     Section 7.13(i) shall not be deemed to prevent Holdings from  making
     regularly   scheduled   payments  of  accrued   interest   on   such
     Indebtedness  or  (ii)  make any optional or  voluntary  payment  or
     prepayment  on  or redemption or acquisition for value  of,  or  any
     prepayment  or redemption as a result of any asset sale,  change  of
     control  or  similar event of any indebtedness incurred pursuant  to
     Section 7.01(i).
     
          5.   Section 9 of the Credit Agreement is hereby amended by (i)
deleting  the  definitions of "EBITDA" and "Eurodollar Margin"  appearing
therein  and  (ii) inserting the following new definitions in appropriate
alphabetical order:

               "Consolidated  Interest  Expense"  shall  mean,  for   any
         period,  total interest expense (including that attributable  to
         Capital  Lease Obligations) of Holdings and its Subsidiaries  in
         accordance  with GAAP (provided that, in any event, Consolidated
         Interest  Expense shall not include capitalized interest)  on  a
         consolidated  basis with respect to all outstanding Indebtedness
         of   Holdings   and   its   Subsidiaries,   including,   without
         limitation,  all  commissions, discounts,  and  other  fees  and
         charges  owed  with  respect to letters of credit  and  bankers'
         acceptance financing.
         
               "EBITDA"   shall  mean,  for  any  period,  the   sum   of
         Consolidated  Net  Income  for such period  plus  the  following
         expenses  or  charges to the extent deducted  from  Consolidated
         Net  Income  in  such period: interest, dividends  on  preferred
         stock,   taxes,   depreciation,  depletion   and   amortization.
         Notwithstanding the foregoing, the calculation of  EBITDA  shall
         not  take  into account any extraordinary gains or  losses,  any
         non-cash items, or any non-recurring gains or charges.
         
               "Eurodollar Margin" shall mean a percentage equal to 2.00%
         per annum.
         
               "Non-Core  Assets"  shall  mean  (i)  the  drilling   rigs
         Seillean,  Iolair,  Peregrine VI (Hull), Peregrine  VIII  (Hull)
         and  Rig  82,  (ii)  Equipment Packages  for  Peregrine  VI  and
         Peregrine  VIII  and  (iii) four supply boats  located  in  West
         Africa   on  the  Sixth  Amendment  Effective  Date,   each   as
         determined on the Sixth Amendment Effective Date.
         
               "Sixth  Amendment" shall mean the Sixth Amendment to  this
         Agreement, dated as of February 22, 1999.
         
               "Sixth  Amendment Effective Date" shall mean February  23,
         1999.
         
          6.  Pursuant to Section 7.12 of the Credit Agreement, the Banks
hereby  consent  to  the  Fourth  Amendment  to  the  R&B  Falcon  Credit
Agreement,  and the granting of the collateral contemplated  therein,  in
the  form  delivered to the Agent prior to the Sixth Amendment  Effective
Date.

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  Sixth
     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 Sixth 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 Sixth 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 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 as of 12:01 AM  (New
York  time) on the date (the "Sixth Amendment Effective Date")  when  (i)
each of Holdings, the Borrower and the Required Banks 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, (ii) Holdings shall have consummated  an
issuance  of  its convertible preferred stock and received cash  proceeds
from  such  issuance  of  not  less  than  $250,000,000  less  fees   and
commissions  and (iii) Holdings and/or the Borrower shall have  paid,  to
each  Bank  that has executed and delivered a counterpart  hereof  on  or
before  5:00 P.M. (New York time) on February 22, 1999, an amendment  fee
equal  to  0.15%  of  such Bank's Commitment as in effect  on  the  Sixth
Amendment  Effective  Date immediately prior to  giving  effect  to  this
Amendment.   Notwithstanding the foregoing,  the  consent  set  forth  in
paragraph I.3.(b) above shall be effective upon the satisfaction  of  the
condition set forth in clause (i) of this Paragraph II.5 and said consent
shall  continue  in  effect whether or not the remaining  conditions  are
satisfied.  The Agent will give the Borrower and each Bank prompt  notice
of the occurrence of the Sixth Amendment Effective Date.

          6.   From and after the Sixth Amendment Effective Date  (or  in
the  case  of Paragraph I.3.(b) only, the satisfaction of the  conditions
set  forth in Paragraph II.5.(i)), 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:
                              
                              By:_________________________
                                    Title:
                              

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