EXHIBIT 10.220
                                    
                   FIFTH AMENDMENT TO CREDIT AGREEMENT
                                    
          FIFTH  AMENDMENT TO CREDIT AGREEMENT, dated as of  January  21,
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.

          1.   Section 7.01 of the Credit Agreement is hereby amended  by
(i)  deleting  the  word  "and" at the end of clause  (g)  thereof,  (ii)
redesignating  clause  (h)  thereof as clause (i),  (iii)  inserting  the
following new clause (h) immediately following clause (g) thereof:

          (h)   Indebtedness  of Holdings (including  any  extensions  or
     refinancing thereof, provided that any such refinancing or extension
     does   not  increase  the  principal  amount  thereof  beyond   that
     outstanding  on  the  date of such extension  or  refinancing),  the
     proceeds  of  which  are  used solely to discharge  indebtedness  of
     Cliffs Drilling under the 10.25% senior notes of Cliffs Drilling due
     2003,  and  in  an  aggregate principal amount not  to  exceed  that
     necessary  to  discharge the portion of such notes  required  to  be
     redeemed  pursuant to the offer to repurchase made pursuant  to  the
     Cliffs  Acquisition; provided that such Indebtedness (or refinancing
     thereof,  as the case may be) shall (i) be unsecured and subordinate
     to  the  Loans and (ii) shall have a maturity date not earlier  than
     one  year after the Maturity Date (as such term is defined from time
     to  time), except that such maturity may occur earlier if and to the
     extent  such  maturity  results solely in  the  conversion  of  such
     Indebtedness  into,  or  exchange for,  other  Indebtedness  of  the
     Borrower, in the same aggregate principal amount, which is unsecured
     and  subordinated to the Loans and has a maturity date  not  earlier
     than  one year after the Maturity Date (as such term is defined from
     time to time); and
     
,  and (iv) deleting clause (f) thereof in its entirety and inserting the
following new clause (f) in lieu thereof :

          (f)  Indebtedness of Cliffs Drilling acquired pursuant  to  the
     Cliffs  Acquisition  (including any loans made  pursuant  to  unused
     revolving  commitments)  in an aggregate  principal  amount  not  to
     exceed  $235,000,000,  provided  that  (i)  such  Indebtedness   (or
     commitments,  as  the  case  may be) 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) Holdings and
     the Borrower 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  any
     extension  or refinancing of such Indebtedness, provided  that  such
     extension or refinancing (x) does not increase the principal  amount
     of   such   Indebtedness  above  the  outstanding   amount   thereof
     immediately prior to giving effect to such refinancing, (y) does not
     have  a maturity date prior to one year after the Maturity Date  (as
     defined from time to time) and (z) is not secured by any assets  not
     securing the Indebtedness to be refinanced; and
     
          2.   Section 7.06 of the Credit Agreement is hereby amended  by
(i)  deleting the word "and" appearing at the end of clause  (c)  thereof
and  inserting  a comma in lieu thereof and (ii) inserting the  following
new  clause (e) immediately prior to the period at the end of clause  (d)
thereof:

     and  (e)  so long as no Default or Event of Default then  exists  or
     would  result immediately after giving effect thereto, Holdings  may
     pay   dividends  on  its  preferred  stock  not  to  exceed  a  rate
     commensurate with a 10% coupon on such preferred stock.
     
          3.   Section 7.09 of the Credit Agreement is hereby amended  by
deleting  said  section in its entirety and inserting the  following  new
Section 7.09 in lieu thereof:

          7.09.   Tangible Net Worth.  Holdings 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 Holdings after the  Effective  Date;
     provided  that  ,  for  purposes of this Section  7.09,  the  Cliffs
     Acquisition  shall be deemed to constitute the issuance by  Holdings
     of  equity in an amount equal to the increase in Holdings'  Tangible
     Net Worth resulting from the Cliffs Acquisition.
     
          4.   Section  7  of the Credit Agreement is hereby  amended  by
     inserting the following new Section 7.13:
     
          Section  7.13  Restriction on Certain Debt Payments.   Holdings
     shall  not  repay  any  indebtedness incurred  pursuant  to  Section
     7.01(h) except out of net proceeds from the issuance by the Borrower
     of  (i)  capital  stock  permitted to be issued  hereunder  or  (ii)
     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  shall not be deemed to prevent Holdings  from  making
     regularly   scheduled   payments  of  accrued   interest   on   such
     Indebtedness.
     
          5.   Annex  7.01 of the Credit Agreement is hereby  amended  by
adding thereto the following item:

          "20.  Guaranty by R&B dated as of November 28, 1995 in favor of
          Deep  Sea Investors, L.L.C. with respect to the obligations  of
          Reading  & Bates Drilling Co. under the Memorandum of Agreement
          and  a  charter  as  of  the  same date  with  respect  to  the
          semisubmersible drilling unit M.G Hulme."
          
          6.  Annex V of the Credit Agreement is hereby amended by adding
thereto the following item:

         "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  20  of  Schedule
         7.01."

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  Fifth
     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 Fifth 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 Fifth 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.   In order to induce the Banks to enter into this Amendment,
Holdings  and  the Borrower hereby agree that in the event  the  Borrower
takes delivery of the Drillship pursuant to the Construction Contract  at
any  time  prior to the Maturity Date, the Borrower shall  grant  to  the
Collateral  Agent  on such date a first preferred ship  mortgage  on  the
Drillship, and shall deliver to the Agent such legal opinions  and  other
documentation  with respect to such security interest as  the  Agent  may
reasonably request, all of which shall be reasonably satisfactory in form
and substance to the Agent.

          3.   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.

          4.    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.

          5.   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.

          6.   This  Amendment shall become effective on  the  date  (the
"Fifth 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 and (ii) Holdings and/or the Borrower shall have paid to each Bank
that  has executed and delivered a counterpart hereof on or before  12:00
Noon  (New York time) on January 21, 1999 an amendment fee equal to 0.15%
of  such  Banks Commitment as in effect on the Fifth Amendment  Effective
Date  immediately  prior to giving effect to this Amendment.   The  Agent
will  give the Borrower and each Bank prompt notice of the occurrence  of
the Fifth Amendment Effective Date.

          7.   From  and  after the Fifth Amendment Effective  Date,  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: