EXHIBIT 10.229

             THIRD AMENDMENT TO CREDIT AGREEMENT

       THIS  THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
as of January 19, 1999 is among: R&B FALCON CORPORATION, and the REQUIRED
LENDERS under the hereinafter defined Credit Agreement.

                       R E C I T A L S

  A.   The  Borrower and the Lenders (as defined in the Credit  Agreement
hereafter defined)  have entered into that certain Credit Agreement dated
as  of  April  24,  1998  (as the same has been heretofore  amended,  the
"Credit  Agreement"), pursuant to which the Lenders have agreed  to  make
certain loans and extensions of credit to the Borrower upon the terms and
conditions as provided therein;

  B.   The  Borrower has requested approval of certain amendments to  the
Credit Agreement.

  NOW,  THEREFORE, in consideration of the premises and  other  good  and
valuable  consideration and the mutual benefits, covenants and agreements
herein expressed, the parties hereto now agree as follows:

  1.   (a)   All  capitalized  terms  used  in  this  Amendment  and  not
otherwise  defined herein shall have the meanings ascribed to such  terms
in the Credit Agreement.

       (b)  "Cliffs  Senior Debt" shall mean the indebtedness  of  Cliffs
Drilling  Company under its 10.25% senior notes due 2003  not  to  exceed
$200,000,000  face  principal  amount outstanding,  and  any  extensions,
renewals,  replacements  and refinancings (but  not  increases)  thereof,
provided the maturity is not prior to May 15, 2003.

  2.   Section  6.01 (f) of the Credit Agreement is amended  to  read  as
       follows:

       "(f) Cliffs Senior Debt;"

  1.   Section 6.01 of the Credit Agreement is amended by adding thereto a
       clause (i) as follows:

       "(i)   Indebtedness   of  the  Borrower  (including   renewals,
  extensions,  and replacements thereof), the proceeds  of  which  are
  used  solely  to  discharge Cliffs Senior Debt; provided   (i)  such
  Indebtedness is unsecured and subordinate to the Loans, and (ii) the
  maturity  of such Indebtedness  is not prior to one year  after  the
  Maturity   Date,   except  for  maturities  that  result   in   such
  Indebtedness being converted into or exchanged for Indebtedness that
  is  unsecured  and subordinate to the Loans and has a  maturity  not
  prior  to  one year after the Maturity Date.  A guaranty by Borrower
  of  Cliffs  Senior  Debt  shall be considered  Indebtedness  of  the
  Borrower  within the meaning of this clause, provided such  guaranty
  obligation  is  unsecured, subordinate  to  the  Loans,  and  has  a
  maturity not prior to one year after the Maturity Date."

  4.   Sections  6.04(b) and (c) of the Credit Agreement are  amended  to
read as follows:

       "(b)  investments  by  the Borrower or any  Subsidiary  in  the
  capital  stock of its Subsidiaries; provided, neither  the  Borrower
  nor any Subsidiary that is not in the Cliffs Group may invest in any
  member  of  the  Cliffs Group except for the investment  to  acquire
  Cliffs  pursuant to the Merger and except as otherwise permitted  by
  clause (f) of this Section;

       (c) loans or advances made by the Borrower to any Subsidiary or
  made  by  any  Subsidiary to the Borrower or any  other  Subsidiary;
  provided, neither the Borrower nor any Subsidiary that is not in the
  Cliffs  Group may make loans or advances to any member of the Cliffs
  Group except as otherwise permitted by clause (f) of this Section;"

  5.   Section 6.04 of the Credit Agreement is amended by adding  thereto
the following clause (f):

       "(f)  loans  to Cliffs and investments in Cliffs, provided  (i)
  the  aggregate  amount  thereof does not exceed  the  aggregate  net
  proceeds  received by Borrower and its Subsidiaries after  the  date
  hereof   from  the  issuance  of  (A)  capital  stock   and/or   (B)
  Indebtedness that is subordinate to the Loans, and (ii) all  amounts
  so loaned or invested are used to repay Cliffs Senior Debt."

   6.    Section 6.06 of the Credit Agreement is amended by adding at the
end thereof the following:

       "and  (e)  Borrower  may  pay  dividends  on  preferred  stock;
  provided  (i) at the time of the payment of such dividend, no  Event
  of  Default  shall  be existing, (ii) the payment of  such  dividend
  would  not result in an Event of Default immediately thereupon,  and
  (iii) aggregate cash dividends paid on preferred stock shall not  at
  any time exceed 10% per annum of the price at which the Company sold
  such  preferred  stock,  computed from the  date  of  sale  of  such
  preferred stock."

  2.   Section 6.07 of the Credit Agreement is amended by adding  at  the
end thereof the following:

       "and any investments and loans permitted by Section 6.04."

        8.    Section  6.09  of the Credit Agreement is  amended  in  its
entirety to read as follows:

       "SECTION 6.09 Tangible Net Worth. The Borrower will not  permit
  at any time its Tangible Net Worth to be less than $600,000,000 plus
  (i)  50% of its cumulative Consolidated Net Income, if positive, for
  the  period from April 1, 1998 through the date of calculation, plus
  (ii)  100%  of any equity issued by the Borrower after the  date  of
  this  Agreement; provided, for purposes of this Section, the  Merger
  shall  be deemed to be the issuance by the Borrower of equity in  an
  amount  equal to the increase in the Borrower=s Tangible  Net  Worth
  resulting from the Merger."

  9.   There is added to the Credit Agreement a Section 6.16 as follows:

       "Section  6.16  Restriction  on  Certain  Debt  Payments.   The
  Borrower  shall  not  repay any Indebtedness  incurred  pursuant  to
  Section  6.01(i) except out of the net proceeds of the  issuance  by
  the  Borrower  of  (i) capital stock or (ii) Indebtedness  which  is
  subordinate  to the Loans and has a maturity which is not  prior  to
  one  year  after the Maturity Date; provided, Borrower  may  in  any
  event  pay accrued interest on such Indebtedness as long as no Event
  of Default has occurred and is continuing.
       
   10.   Schedule 6.01 is amended by adding thereto the following,  which
was inadvertently omitted when such Exhibit was prepared:

       "21.  Guaranty by R&B dated as of November 28, 1995 in favor of
  Deep Sea Investors, L.L.C. with respect to the obligations Reading &
  Bates Drilling Co. under a Memorandum of Agreement and a Charter  as
  of  the same date with respect to the semisubmersible drilling  unit
  M. G. Hulme."

  11.  Schedule   6.02 is amended by adding thereto the following,  which
was inadvertently omitted when such Exhibit was prepared:

       "12.  Preferred  Mortgage  on the Jim Cunningham dated November
  28,  1995 between Reading & Bates Drilling Co. and Wilmington  Trust
  Company,  as Trustee for the benefit of Deep Sea Investors,  L.L.C.,
  in connection with item 21 of Schedule 6.01."

  12.  The  parties hereto hereby acknowledge and agree that,  except  as
specifically  supplemented and amended, changed or modified  hereby,  the
Credit Agreement shall remain in full force and effect in accordance with
its terms.

  13.  THIS  AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE  VALIDITY  AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN  ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF  LAWS
RULES THEREOF.

  14. This Amendment may be executed in two or more counterparts, and  it
shall  not  be  necessary that the signatures of all  parties  hereto  be
contained on any one counterpart hereof; each counterpart shall be deemed
an  original, but all of which together shall constitute one and the same
instrument.  This amendment shall become effective when executed  by  the
Required  Lenders and the Borrower. Within three business days after  the
effective  date of this amendment, Borrower shall pay to each Lender  who
has  executed  and  returned a counterpart hereof to  the  Administrative
Agent prior to 5:00 p.m. Houston, Texas time on January 22, 1999,  a  fee
equal to 0.15% times such Lender=s Commitment.

   15.   On  the date that this amendment becomes effective, the Facility
Fee  Rate  set  forth  in  the  chart  contained  in  the  definition  of
"Applicable Rate" shall be increased by 0.10%.

  NOTICE.   THIS  WRITTEN  AMENDMENT, THE CREDIT  AGREEMENT,  AS  AMENDED
HEREBY  AND  THE NOTES 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 NEXT PAGE]

  IN  WITNESS  WHEREOF, the parties hereto have caused this Amendment  to
be executed as of the date first above written.

R&B FALCON CORPORATION


By: /s/ Leighton E. Moss
   ---------------------
Name: Leighton E. Moss
Title: Senior Vice President


CREDIT SUISSE FIRST BOSTON


By: /s/ James P. Moran                  By: /s/Douglas E. Maher
   --------------------                    -----------------------
Name: James P. Moran                    Name: Douglas E. Maher
Title: Director                         Title: Vice President


PARIBAS


By: /s/ Marian Livingston               By: /s/ Michael H. Fiuzat
   ----------------------                  -----------------------
Name: Marian Livingston                 Name: Michael H. Fiuzat
Title: Vice President                   Title: Vice President


CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH


By: /s/ Angela Dogancay                 By: /s/ William S. Phillips
   ---------------------                   ------------------------
Name: Angela Dogancay                   Name: William S. Phillips
Title: Vice President                   Title: First Vice President

            
THE BANK OF NOVA SCOTIA


By: /s/ F.C.H. Ashby
   ----------------------
Name: F.C.H. Ashby
Title: Senior Manager
       Loan Operations


BANK OF TOKYO-MITSUBISHI, LTD.


By: /s/ Michael G. Meiss
   ------------------------
Name: Michael G. Meiss
Title: VP & Manager


WELLS FARGO BANK (TEXAS), N.A.


By: /s/ Frank Schagemann
   ------------------------
Name: Frank Schagemann
Title: Vice President


BANK AUSTRIA AKTIENGESELLSCHAFT


By: /s/ Christine A. Renard             By: /s/R. Tentlave
   -------------------------               -----------------
Name: Christine A. Renard               Name: R. Tentlave
Title: Vice President                   Title: Senior Vice President


CREDIT AGRICOLE INDOSUEZ


By: /s/ Isabelle Billecocq              By: /s/Jean-Yves Gueritaud
   -------------------------               -----------------------
Name: Isabelle Billecocq                Name: Jean-Yves Gueritaud
Title: Account Manager                  Title: First Vice President


BANK ONE, LOUISIANA, NA, as successor to First National Bank of Commerce


By: /s/ J. Charles Freel, Jr.
   --------------------------
Name: J. Charles Freel, Jr.
Title: Senior Vice President


THE SUMITOMO BANK, LIMITED


By: /s/ William R. McKown, III
   ---------------------------
Name: William R. McKown, III
Title: Vice President & Manager


SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)


By: /s/Jan Sjolte                       By:_______________________
   -----------------
Name: Jan Sjolte                        Name:
Title: Senior Client Executive          Title:


WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH


By: /s/ Kenneth R. Crespo                By: /s/ Richard R. Newman
   -----------------------                  -------------------------
Name: Kenneth R. Crespo                  Name: Richard R. Newman
Title: Vice President                    Title: Director


ABN AMRO BANK N.V.
                      

By: /s/ Stuart Murray                    By: /s/ Charles W. Randall
   ---------------------                    -------------------------
Name: Stuart Murray                      Name: Charles W. Randall
Title: Vice President                    Title: Senior Vice President


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

By: /s/ Claire M. Liu
   ----------------------
Name: Claire M. Liu
Title: Managing Director

  
DG BANK DEUTSCHE  GENOSSENSCHAFTSBANK, CAYMAN ISLAND BRANCH

By: /s/ Mark Connely                     By: /s/ Wolfgang Bollmann
   -------------------                      ------------------------
Name: Mark Connely                       Name: Wolfgang Bollmann
Title: Vice President                    Title: Senior Vice President


THE DAI-ICHI KANGYO BANK, LIMITED


By: /s/ Matthew Murphy
   ---------------------
Name: Matthew Murphy
Title: Vice President


MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By: /s/ C. Alec Dana
   -------------------
Name: C. Alec Dana
Title: Associate


KBC BANK N.V.


By: /s/ Marcel Claes                    By: /s/ Robert Snauffer
   -------------------                     -----------------------
Name: Marcel Claes                      Name: Robert Snauffer
Title: Deputy General Manager           Title: First Vice President


NATEXIS BANQUE


By:_________________________              By:________________________
Name:                                     Name:
Title:                                    Title: