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                                                                   EXHIBIT 3.2.2



                            CERTIFICATE OF SECRETARY



I, RICHARD L. LIONBERGER, Secretary of Diamond Offshore Drilling, Inc. (the
"Company") do certify that the following resolution was adopted by unanimous
written consent of the Board of Directors of the Company, dated April 3, 1996:

          RESOLVED, that Article IV, Section 2 of the Amended By-laws of the
     Company be, and the same hereby is, amended to read in its entirety as
     follows:

               "SECTION 2. Procedures, Quorum and Manner of Acting. Each
          committee shall fix its own rules of procedure, and shall meet where
          and as provided by such rules or by resolution of the Board of
          Directors. Except as otherwise provided by law, the presence of a
          majority of the then appointed members of a committee shall
          constitute a quorum for the transaction of business by that
          committee, and in every case where a quorum is present the affirmative
          vote of a majority of the members of the committee present shall be
          the act of the committee; provided, however, that in the event a
          committee is comprised of two members, the presence of any one of the
          then appointed members of such committee shall constitute a quorum
          for the transaction of business by that committee. Each committee
          shall keep minutes of its proceedings, and actions taken by a
          committee shall be reported to the Board of Directors."

I do further certify that the above resolution has not been amended, rescinded
or repealed and is in full force and effect as of the date hereof.

WITNESS, my hand and the Seal of the Company this 4th day of April, 1996.



                                                /s/ RICHARD L. LIONBERGER
                                                --------------------------------
                                                Richard L. Lionberger, Secretary