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Transocean Inc. Announces Closing of TODCO Secondary Stock Offering

September 21, 2004

HOUSTON--(BUSINESS WIRE)--Sept. 21, 2004--Transocean Inc.(NYSE:RIG) today announced the closing of its secondary stock offeringof 17,940,000 shares of Class A common stock of TODCO (NYSE:THE), apublicly traded company in which Transocean owns a majority votinginterest. The offering price was $15.75 per share. The closingincluded 2,340,000 shares relating to the underwriters' over-allotmentoption, which was exercised in full. Transocean received approximately$269.9 million of proceeds from the offering, net of underwriting feesand estimated expenses. Transocean 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.

After the closing of the offering, Transocean owns approximately47% of TODCO common stock. Its ownership in TODCO is comprisedentirely of Class B common stock, giving Transocean approximately 82%of the combined voting power of the outstanding common stock.

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 and intended uses ofproceeds, as well as any other statements that are not historicalfacts in this release are forward-looking statements that involvecertain risks, uncertainties and assumptions. These include but arenot limited to general market conditions, market conditions in thefinancial markets and other factors detailed in the registrationstatement relating to these securities and Transocean's filings withthe Securities and Exchange Commission. Should one or more of theserisks or uncertainties materialize, or should underlying assumptionsprove incorrect, actual results may vary materially from thoseindicated.

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