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Transocean Inc. Announces Pricing of TODCO Secondary Stock Offering

December 16, 2004

HOUSTON--(BUSINESS WIRE)--Dec. 16, 2004--Transocean Inc.(NYSE:RIG) today announced the pricing of its secondary stock offeringof 13,000,000 shares of Class A common stock of TODCO (NYSE:THE), apublicly traded company. The offering was priced today at $18.00 pershare, and the transaction is expected to close on December 22, 2004,subject to customary closing conditions. Transocean expects to receiveapproximately $224.5 million of proceeds from the offering, net ofunderwriting fees and estimated expenses. Transocean intends to usethe proceeds for the reduction of corporate debt and general corporatepurposes.

The representatives of the underwriters for the offering areMorgan Stanley & Co. Incorporated and Citigroup Global Markets Inc.,which are acting as joint book-running managers, and Goldman, Sachs &Co., which is acting as co-manager. Transocean has granted theunderwriters an option to purchase up to an additional 1,950,000shares to cover over-allotments, if any.

Transocean currently owns approximately 47% of the TODCO commonstock. Its ownership in TODCO is comprised entirely of Class B commonstock, giving Transocean approximately 82% of the combined votingpower of the outstanding common stock. Transocean's conversion of allshares of Class B common stock it owns that are not sold in theoffering into shares of Class A common stock is a condition to theclosing of this offering. As a result, after this offering, Transoceanwill own approximately 25% of the TODCO common stock and its votingpower will be proportionate to its ownership interest. Its ownershippercentage would be reduced to 22% if the underwriters exercise theirover-allotment option in full.

A copy of a written prospectus related to this offering may beobtained from Morgan Stanley & Co. Incorporated, ProspectusDepartment, 1585 Broadway, New York, NY 10036, and from CitigroupGlobal Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8thFloor, 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             or             Media Contact:             Guy A. Cantwell, 713-232-7647    SOURCE: Transocean Inc.