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Transocean Sedco Forex Inc. Announces Acceptance of Notes Tendered for Five Series of R&B Falcon Corporation Notes and Amendment and Extension for One Series

March 2, 2002
HOUSTON, Mar 1, 2002 (BUSINESS WIRE) -- Transocean Sedco Forex Inc. (NYSE:RIG)today announced that it has accepted all notes validly tendered (and notwithdrawn) pursuant to its exchange offers for the following series of notes ofits 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          $4.509.125% Notes due Dec. 15, 2003       $87.1 million          $3.009.50% Notes due Dec. 15, 2008       $300.0 million          $5.00
Each of these exchange offers expired at 5:00 p.m., New York City time, on March1, 2002. As of the expiration date, approximately $234.5 million, $342.3million, $247.8 million, $76.9 million and $289.8 million principal amount ofthe 6.5% Notes, 6.75% Notes, 6.95% Notes, 9.125% Notes and 9.50% Notes,respectively, had been validly tendered (and not withdrawn). Transocean SedcoForex has, in accordance with the terms and conditions of the exchange offers,notified the exchange agent of its acceptance of these notes.

Transocean also announced that it has amended the exchange offer for thefollowing series of notes to, among other things, increase the consent paymentand extend the expiration date:

                                                        New Consent                                                          Payment   Series of R&B Falcon          Aggregate Principal     Per $1,000          Notes                  Amount Outstanding   Principal Amount-------------------------------  -------------------  ----------------7.375% Notes due April 15, 2018     $250.0 million         $15.00
The exchange offer for the 7.375% Notes will expire at Midnight, New York Citytime, on March 14, 2002, unless further extended. Tenders may be withdrawn atany time prior to the expiration date, but consents may not be revoked after thenotes have been tendered. R&B Falcon will pay an amount in cash equal to the newconsent payment listed above to each holder of 7.375% Notes tendered prior tothe expiration date and accepted for exchange, including holders that havepreviously tendered their 7.375% Notes. In addition, Transocean Sedco Forex willissue new 7.375% Notes in exchange for outstanding R&B Falcon 7.375% Notesaccepted for exchange. The new consent payment is conditioned on the receipt byMidnight, New York City time, on March 11, 2002, of valid consents from theholders of record as of the close of business on February 13, 2002 (the recorddate) of a majority in principal amount of the 7.375% Notes. As of March 1,2002, approximately $103.5 million principal amount of the 7.375% Notes had beenvalidly tendered (and not withdrawn).

The terms and conditions of the exchange offers are contained in TransoceanSedco Forex's prospectus and consent solicitation statement, dated January 31,2002, as supplemented to reflect amendments to the exchange offer for the 7.375%Notes, and the related letter of transmittal and consent. A copy of thesupplement will be mailed to holders of the 7.375% 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, 713/232-7647URL:              http://www.businesswire.comToday's News On The Net - Business Wire's full file on the Internetwith Hyperlinks to your home page.
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