EXHIBIT 10.4(B)

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


            This Amendment to the Employment  Agreement  (this  "Amendment")  is
made as of 20th day of April, 1998 by and between STEINER TRANSOCEAN  LIMITED, a
Bahamas international business company (the "Company"),  and Amanda Jane Francis
("Employee").

                                  WITNESSETH:

            WHEREAS,  the  Company  and  Employee  entered  into  an  Employment
Agreement  dated October 17, 1996, as amended by amendment  dated March 25, 1997
(the "Employment Agreement"); and

            WHEREAS,  the Company and  Employee  desire to amend the  Employment
Agreement as provided below.

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
agreements hereinafter contained, the parties hereto agree as follows:

            1.    COMPENSATION.

                  Sections  3(a)(i)  of  the  Employment  Agreement  are  hereby
amended so that, as amended, it shall read as follows:

                  (a) SALARY,  ETC.  Commencing as of January 1, 1998, except as
            otherwise  expressly  provided herein, the Company (or any Affiliate
            thereof) shall pay to Employee  during the term hereof  compensation
            as described in this Section 3(a),  all of which shall be subject to
            such deductions as may be required by applicable law or regulation.

                        (i) BASE  SALARY.  A base  salary at the rate of (A) One
            Hundred  Twenty-Six   Thousand  Dollars  [(U.S.)   $126,000.00]  for
            calendar  year  ("Year")  1997  and (B) no  less  than  One  Hundred
            Twenty-Six  Thousand  Dollars  [(U.S.)  $126,000.00]  for each  Year
            thereafter  during the term of this Agreement,  subject to review by
            the Compensation Committee of the Board of Directors of the Company,
            payable in bi-weekly installments (the "Base Salary").

            2.    EFFECTIVE  DATE.  The  effective  date of the amendment to the
Employment Agreement contained in this Amendment shall be January 1, 1998.

            3.    NO  OTHER  AMENDMENT.  Except as  set forth in this Amendment,
all  provisions  of  the  Employment  Agreement  shall remain in  full force and
effect.

            IN WITNESS WHEREOF,  the parties hereto have executed this Amendment
as of the day and year first above written.

                                        STEINER TRANSOCEAN LIMITED



/S/ AMANDA JANE FRANCIS                  By:/S/ CLIVE E. WARSHAW
- ------------------------------              --------------------------------
Amanda Jane Francis                         Clive E. Warshaw,
                                            Chairman of the Board and
                                            Chief Executive Officer