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Transocean Inc. Announces Pricing of TODCO Public Offering

February 5, 2004

HOUSTON--(BUSINESS WIRE)--Feb. 5, 2004--Transocean Inc. (NYSE:RIG)today announced the pricing of its public offering of 12,000,000shares of TODCO (NYSE:THE), the company's Gulf of Mexico Shallow andInland Water subsidiary. The shares of Class A common stock werepriced today at $12 per share, and the transaction is expected toclose on February 10, 2004, subject to customary closing conditions.Transocean expects to receive approximately $129.9 million of proceedsfrom the offering, net of underwriting fees and estimated expenses.The company intends to use the proceeds for the reduction of corporatedebt and general corporate purposes.

The representatives of the underwriters of the offering are MorganStanley & Co. Incorporated, which is acting as sole bookrunner, Bancof America Securities LLC, Citigroup Global Markets Inc., CreditSuisse First Boston LLC, UBS Securities LLC and Simmons & Company,International each of which are acting as co-managers. Theunderwriters have been granted an option by Transocean to purchase upto an additional 1,800,000 shares to cover over-allotments, if any.

A copy of a written prospectus related to this offering may beobtained from Morgan Stanley & Co. Incorporated, ProspectusDepartment, 1585 Broadway, New York, NY 10036 (Tel. 212-761-6775).

This press release shall not constitute an offer to sell or asolicitation of an offer to buy nor shall there be any sale of thesesecurities in any state in which such offer, solicitation or salewould be unlawful prior to registration or qualification under thesecurities laws of any such state.

Statements regarding estimated use of proceeds, timing and otheraspects of the offering, as well as any other statements that are nothistorical facts in this release are forward-looking statements thatinvolve certain risks, uncertainties and assumptions. These includebut are not limited to general market conditions, market conditions inthe financial markets, customary offering closing conditions and otherfactors detailed in the registration statement relating to thesesecurities and Transocean's filings with the Securities and ExchangeCommission. Should one or more of these risks or uncertaintiesmaterialize, or should underlying assumptions prove incorrect, actualresults may vary materially from those indicated.

    CONTACT: Transocean Inc.             Analyst Contact:             Jeffrey L. Chastain, 713-232-7551             or             Media Contact:             Guy A. Cantwell, 713-232-7647    SOURCE: Transocean Inc.