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Transocean Sedco Forex Inc. Announces Waiver of Consent Condition With Respect to Its Previously Announced Exchange Offers for Six Series of R&B Falcon Corporation Notes

February 22, 2002
HOUSTON, Feb 22, 2002 (BUSINESS WIRE) -- Transocean Sedco Forex Inc. (NYSE:RIG)today announced that it has waived the consent condition referred to below withrespect to its previously announced exchange offers for the following series ofnotes of its indirect wholly-owned subsidiary, R&B Falcon Corporation:

                                                       Consent Payment   Series of R&B Falcon            Aggregate Principal   Per $1,000         Notes                     Amount Outstanding  Principal Amount---------------------------------- ------------------- ---------------6.50% Notes due April 15, 2003        $239.5 million        $2.506.75% Notes due April 15, 2005        $350.0 million        $3.506.95% Notes due April 15, 2008        $250.0 million        $4.507.375% Notes due April 15, 2018       $250.0 million        $6.009.125% Notes due Dec. 15, 2003        $87.1 million         $3.009.50% Notes due Dec. 15, 2008         $300.0 million        $5.00
The consent payment deadline for each of the exchange offers expired onMidnight, New York City time, on February 13, 2002. As of that date, TransoceanSedco Forex had received consents to the proposed amendments to the R&B Falconindentures under which the R&B Falcon notes were issued from holders of recordof a majority in principal amount of each series of notes that are subject tothe exchange offers other than the 7.375% Notes.

Each exchange offer will expire at 5:00 p.m., New York City time, on March 1,2002, unless extended. Tenders may be withdrawn at any time prior to theexpiration date, but consents may no longer be revoked.

The terms and conditions of the exchange offers are contained in TransoceanSedco Forex's prospectus and consent solicitation statement, dated January 31,2002, and the related letter of transmittal and consent. Transocean SedcoForex's obligation to complete each exchange offer and cause R&B Falcon to makethe consent payments relating to that exchange offer had originally beenconditioned upon, among other things, receipt of valid and unrevoked consents tothe amendments from the holders of record of a majority in principal amount ofeach of the six series of the R&B Falcon notes. As mentioned above, TransoceanSedco Forex has, in accordance with the terms and conditions of the exchangeoffers, waived this consent condition with respect to the exchange offers foreach of the six series of R&B Falcon notes.

Goldman, Sachs & Co. are the dealer managers for the exchange offers.

Transocean Sedco Forex is making the exchange offers solely by the prospectusand consent solicitation statement and the related letters of transmittal andconsent. Copies of the prospectus and consent solicitation statement can beobtained from Mellon Investor Services LLC, the Information Agent, at thefollowing address:

    Mellon Investor Services LLC    44 Wall Street, 7th Floor    New York, NY 10005    Toll Free: 877/698-6865 Banks and Brokers: 917/320-6286
This announcement is neither an offer to purchase or sell nor a solicitation ofan offer to purchase or sell any securities nor shall there be any sale orpurchase of these securities in any state in which such offer, solicitation orsale would be unlawful prior to registration or qualification under thesecurities laws of any such state.

CONTACT:          Transocean Sedco Forex, Houston                  Analyst Contact:                  Jeffrey L. Chastain, 713/232-7551                  or                  Media Contact:                  Guy A. Cantwell, 713/232-7647