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Transocean Inc. Announces Closing of TODCO Secondary Stock Offering

December 22, 2004

HOUSTON--(BUSINESS WIRE)--Dec. 22, 2004--Transocean Inc.(NYSE:RIG) today announced the closing of its secondary stock offeringof 14,950,000 shares of Class A common stock of TODCO (NYSE:THE), apublicly traded company. The offering price was $18.00 per share. Theclosing included 1,950,000 shares relating to the underwriters'over-allotment option, which was exercised in full. Transoceanreceived approximately $258.3 million of proceeds from the offering,net of underwriting fees and estimated expenses. Transocean intends touse the proceeds for the reduction of corporate debt and generalcorporate purposes.

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.

After the closing of the offering, Transocean owns approximately22% of TODCO common stock, comprised entirely of Class A common stock.Transocean converted its remaining shares of Class B common stock intoshares of Class A common stock in connection with the offering. As aresult, Transocean will no longer consolidate TODCO in its financialstatements but will account for its remaining investment under theequity method.

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 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.