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Transocean Inc. Announces Pricing of TODCO Secondary Stock Offering

September 15, 2004

HOUSTON--(BUSINESS WIRE)--Sept. 15, 2004--Transocean Inc.(NYSE:RIG) today announced the pricing of its secondary stock offeringof 15,600,000 shares of Class A common stock of TODCO (NYSE:THE), apublicly traded company in which Transocean owns a majority interest.The offering was priced today at $15.75 per share, and the transactionis expected to close on September 21, 2004, subject to customaryclosing conditions. Transocean expects to receive approximately $234.6million of proceeds from the offering, net of underwriting fees andestimated expenses. The company intends to use the proceeds for thereduction of corporate debt and general corporate purposes.

The representatives of the underwriters for the offering areMorgan Stanley and Citigroup, which are acting as joint book-runningmanagers, and Goldman Sachs and UBS Investment Bank, each of which areacting as co-managers. Transocean has granted the underwriters anoption to purchase up to an additional 2,340,000 shares to coverover-allotments, if any.

Transocean currently owns approximately 77% of TODCO common stock.Its ownership in TODCO is comprised entirely of Class B common stock,giving Transocean approximately 94% of the combined voting power ofthe outstanding common stock. After this offering Transocean will ownapproximately 51% of TODCO common stock with approximately 84% of thecombined voting power of the outstanding common stock. The ownershipand voting percentages would be reduced to approximately 47% and 82%,respectively, if the underwriters exercise their over-allotment optionin full.

A copy of a written prospectus related to this offering may beobtained from Morgan Stanley, Prospectus Department, 1585 Broadway,New York, NY 10036, and from Citigroup Global Markets Inc., BrooklynArmy Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220.

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 expected net proceeds, intended uses ofproceeds, timing and other aspects of the offering, as well as anyother statements that are not historical facts in this release areforward-looking statements that involve certain risks, uncertaintiesand assumptions. These include but are not limited to general marketconditions, market conditions in the financial markets, customaryoffering closing conditions and other factors detailed in theregistration statement relating to these securities and Transocean'sfilings with the Securities and Exchange Commission. Should one ormore of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially fromthose indicated.

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