EXHIBIT 10.186
               
                           AMENDMENT NO. 4 TO
                  LIMITED LIABILITY COMPANY AGREEMENT

     Amendment  No. 4 dated as of August 7, 1998 ("Amendment No.  4")  to
the  Limited Liability Company Agreement made and entered into on October
28,  1996  (the  "Agreement") by and between Conoco  Development  Company
(sometimes  referred to as "Conoco") and RBF Deepwater  Exploration  Inc.
(formerly  known as RB Deepwater Exploration Inc. and 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, 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.   Amendments.  The Agreement is amended as follows:

1.    All references in the Agreement to "RB Deepwater Exploration  Inc."
are amended to read "RBF Deepwater Exploration Inc."

2.   Section 5.1 is amended and restated to read as follows:

     "5.1   Initial Contributions.  Each Member agrees that it will  make
     an  equal  initial equity contribution to the Company of $15,750,000
     ($31,500,000 in the aggregate by Conoco and Reading &  Bates).   The
     equal  initial equity contributions represent the Sharing Ratios  of
     Conoco and Reading & Bates, and payment shall be made to the Company
     by  such Members on the earlier of (i) on [September 30, 2008], (ii)
     with  the  prior  written  approval of the  Member's  Committee,  on
     demand,  in whole or in part, or (iii) as provided in the promissory
     notes  referred  to in the next succeeding sentence.   In  order  to
     secure its obligation to make such initial equity contribution, each
     Member  agrees  upon execution of Amendment No. 4 to this  Agreement
     (and  upon  surrender  to such Member that certain  promissory  note
     dated October 28, 1996 in the amount of $22,000,000) it will deliver
     to  the Company a demand promissory note in favor of the Company for
     $15,750,000, each such demand promissory note to call for a  partial
     payment in cash of $2,500,000 on September 30, 1998 and to allow the
     Company to make demands contemporaneously to each of the Members for
     equal  payments  of  such  notes thereafter  until  maturity.   Such
     promissory  notes shall be in the form attached as  Exhibit  "E"  to
     Amendment  No. 4 to this Agreement and shall be payable as  provided
     therein.   It is understood and agreed by the Members that  any  and
     all  payments of such initial equity contribution, in  whole  or  in
     part,  by  a Member shall contemporaneously reduce the principal  of
     that Member's promissory note referred to in this Section 5.1 by the
     same  amounts, and likewise any and all payments made  by  a  Member
     with  respect  to  any demands made with respect  to  such  Member's
     promissory  note  shall contemporaneously be credited  against  such
     Member's  obligation to make its initial equity  contribution  under
     this Section 5.1.

3.   Section 8.1(b)(ii) is amended and restated to read as follows:

     "(ii)to  approve (w) the commencement by the Company  of  any  case,
     proceeding or other action under any existing or future law  of  any
     jurisdiction,   domestic   or  foreign,  relating   to   bankruptcy,
     insolvency,  reorganization, arrangement,  winding-up,  liquidation,
     dissolution, composition or other relief with respect to the Company
     or  its  debts;  (x) the seeking of the appointment of  a  receiver,
     trustee, custodian or other similar official for the Company or  for
     all or any substantial part  of its property;  (y) the filing by the
     Company  of  any  voluntary  petition in bankruptcy  or  any  answer
     seeking  reorganization  in   a  proceeding  under  any  bankruptcy,
     insolvency  or  similar  laws or any answer admitting  the  material
     obigations  of  a  petition filed against the Company  in  any  such
     proceeding;   or (z)  if the Company becomes a debtor-in  possession
     under  applicable bankruptcy laws, to approve any rejection  of  the
     Drilling Contract by the Company."

4.    Exhibit  "E" of the Agreement is deleted, and Exhibit "E"  attached
hereto is substituted therefor.

     C.    Full Force and Effect.  Except as otherwise amended above, the
Agreement shall remain 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
in connection with this Amendment No. 4 and the transactions contemplated
thereby.
     
     EXECUTED as of the __th day of August, 1998.

                                  MEMBERS

                         CONOCO DEVELOPMENT COMPANY


                    By:__________________________
                    Its:_________________________

                         
                         RBF DEEPWATER EXPLORATION INC.


                    By:__________________________
                         Tim W. Nagle

                    Its: Vice President and Treasurer


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       day  of  August,
1998 in Houston, Texas.

My commission expires:   _________________________
                              Notary Public


STATE OF TEXAS               )
                             )  SS
COUNTY OF HARRIS             )

     BEFORE  me,  Harriet  L.  Ingram,  a  Notary  Public,  on  this  day
personally  appeared Tim W. Nagle, Vice President and Treasurer,  of  RBF
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 __th day of August, 1998
in Houston, Texas.

My commission expires:    _____________________
                             Notary Public