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                                                            EXHIBIT 4.4

                          TRANSOCEAN SEDCO FOREX INC.

                          EMPLOYEE STOCK PURCHASE PLAN

              (As Amended and Restated Effective January 1, 2000)

1.  PURPOSE

          The Transocean Sedco Forex Inc. Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist all employees of Transocean Sedco
Forex Inc., a Cayman Islands exempted company limited by shares ("Transocean")
and Subsidiaries (as defined  in Section 4) (hereinafter collectively referred
to as the "Company"), where permitted by applicable laws and regulations, to
acquire an equity interest in Transocean through the purchase of ordinary
shares, par value US$.01 per share, of Transocean ("Ordinary Shares").  It is
intended that this Plan shall constitute an "employee stock purchase plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").

2.  ADMINISTRATION OF THE PLAN

          The Plan shall be administered and interpreted by the Finance and
Benefits Committee (the "Committee") appointed by the Board of Directors of
Transocean (the "Board"), which Committee shall consist of at least two (2)
persons.  The Committee shall supervise the administration and enforcement of
the Plan according to its terms and provisions and shall have all powers
necessary to accomplish these purposes and discharge its duties hereunder
including, but not by way of limitation, the power to (i) employ and compensate
agents of the Committee for the purpose of administering the accounts of
participating employees; (ii) construe or interpret the Plan; (iii) determine
all questions of eligibility; and (iv) compute the amount and determine the
manner and time of payment of all benefits according to the Plan.

          The Committee may act by decision of a majority of its members at a
regular or special meeting of the Committee or by decision reduced to writing
and signed by all members of the Committee without holding a formal meeting.
The Committee may delegate its duties and authority under this Plan to one or
more officers of the Company, and actions taken by such duly authorized officers
shall be deemed to be actions of the Committee.

3.  NATURE AND NUMBER OF SHARES

          The Ordinary Shares subject to issuance under the terms of the Plan
shall be shares of Transocean's authorized but unissued Ordinary Shares,
previously issued Ordinary Shares reacquired and held by Transocean or Ordinary
Shares purchased on the open market.  The aggregate number of Ordinary Shares
which may be issued under the Plan shall not exceed seven hundred fifty thousand
(750,000) Ordinary Shares.  All
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Ordinary Shares purchased under the Plan, regardless of source, shall be counted
against the seven hundred fifty thousand (750,000) Ordinary Share limitation.

          In the event of any scheme of arrangement, reorganization, share
split, reverse share split, share dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of Transocean, the Committee may make such adjustment, if any, as it
deems appropriate in the number, kind and purchase price of the Ordinary Shares
available for purchase under the Plan and in the maximum number of Ordinary
Shares which may be issued under the Plan, subject to the approval of the Board
and in accordance with Section 19.

4.  ELIGIBILITY REQUIREMENTS

          Each "Employee" (as hereinafter defined), except as described in the
next following paragraph, shall become eligible to participate in the Plan in
accordance with Section 5 on the first "Enrollment Date" (as defined therein)
following employment by the Company.  Participation in the Plan is voluntary.

          The following Employees are not eligible to participate in the Plan:

          (i) Employees who would, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an aggregate of
five percent (5%) or more of the total combined voting power or value of all
outstanding shares of all classes of the Company or any subsidiary (in
determining share ownership of an individual, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by the employee and believed by it to be true); and

         (ii) Employees of Transocean who are customarily employed for less than
twenty (20) hours per week or less than five (5) months in any calendar year;
and

         (iii) Employees of any Subsidiary who are excluded under the terms of
any agreement evidencing the adoption of the Plan; and

         (iv) Employees who reside in a country in which the Plan fails to meet
applicable legal and regulatory requirements or in a country whose laws make
participation impractical.

          "Employee" shall mean any individual employed by Transocean or any
Subsidiary (as hereinafter defined).  "Subsidiary" shall mean any corporation
(a) which is in an unbroken chain of corporations beginning with Transocean if,
on or after the Effective Date, each of the corporations other than the last
corporation in the chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain and (b) which has adopted the Plan with the approval
of the Committee.

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5.  ENROLLMENT

          Each eligible Employee of Transocean or any Subsidiary as of May 14,
1998, (the "Effective Date" herein) may enroll in the Plan as soon as
administratively feasible after the Effective Date, as determined by the
Committee.  Each other eligible Employee of Transocean or a participating
Subsidiary who thereafter becomes eligible to participate may enroll in the Plan
on the first January 1 following the date he first meets the eligibility
requirements of Section 4.  Notwithstanding the foregoing, with respect to the
Plan's designated purchase period (the "Purchase Period") ending December 31,
2000, an eligible employee must enroll in the Plan prior to the first to occur
of (i) January 1, 2000 or, if later, the date of the consummation of the merger
transaction contemplated by the July 12, 1999 Agreement and Plan of Merger
between Schlumberger Limited, Sedco Forex Holdings Limited, and the Company (the
"Merger") or (ii) February 29, 2000.  Any eligible Employee not enrolling in the
Plan when first eligible may enroll in the Plan on any subsequent January 1.
Any eligible Employee may enroll or re-enroll in the Plan on the dates
hereinabove prescribed or such other specific dates established by the Committee
from time to time ("Enrollment Dates").  In order to enroll, an eligible
Employee must complete, sign and submit the appropriate form to the person
designated by the Committee.

6.  METHOD OF PAYMENT

          Payment for shares is to be made as of the applicable "Purchase Date"
(as defined in Section 9) through payroll deductions on an after-tax basis (with
no right of prepayment) over the Purchase Period, with the first such deduction
commencing with the first payroll period ending after the Enrollment Date.  Each
Purchase Period under the Plan shall be a period of one (1) year beginning on
each January 1 and ending on the following December 31 or such other period as
the Committee may prescribe.  Each participating Employee (hereinafter referred
to as a "Participant") will authorize such deductions from his pay for each
month during the Purchase Period, and such amounts will be deducted in
conformity with his employer's payroll deduction schedule; provided, however,
that payroll withholding during the initial Purchase Period will begin as soon
as administratively feasible, after the Effective Date, as is determined by the
Committee in its discretion.

          Each Participant may elect to make contributions each pay period in
amounts not less than two percent (2%) of the Participant's monthly compensation
(with no dollar minimum), not to exceed a monthly contribution equal to twenty
percent (20%) of the Participant's monthly compensation (base pay and overtime
pay associated with base pay, but excluding premium or special pay and overtime
associated therewith) (or such other dollar amounts as the Committee may
establish from time to time before an Enrollment Date for all purchases to occur
during the relevant Purchase Period).  In establishing other dollar amounts of
permitted contributions, the Committee may take into account the "Maximum Share
Limitation" (as defined in Section 8).  The rate of contribution shall be
designated by the Participant in the enrollment form.

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          A Participant may elect to increase or decrease the rate of
contribution effective as of the first day of the Purchase Period by giving
prior written notice to the person designated by the Committee on the
appropriate form.  A Participant may not elect to increase or decrease the rate
of contribution during a Purchase Period.  A Participant may suspend payroll
deductions at any time during the Purchase Period by giving prior written notice
to the person designated by the Committee on the appropriate form.  If a
Participant elects to suspend his payroll deductions, such Participant's account
will continue to accrue interest and will be used to purchase shares at the end
of the Purchase Period.  A Participant may also elect to withdraw his entire
contributions for the current Purchase Period in accordance with Section 8 by
giving prior written notice to the person designated by the Committee on the
appropriate form.  Any Participant who withdraws his contributions will receive,
as soon as practicable, his entire account balance, including interest and
dividends, if any.  Any Participant who suspends payroll deductions or withdraws
contributions during any Purchase Period cannot resume payroll deductions during
such Purchase Period and must re-enroll in the Plan in order to participate in
the next Purchase Period.

          Any Participant, in accordance with the procedure established by the
Company, can elect to contribute to the Plan by making a cash payment or by
assigning to the Company the right to receive a cash payment.  This assignment
or transfer of a cash payment to the Plan must occur after the consummation of
the Merger and not later than February 29, 2000.

          Except in case of cancellation of election to purchase, death,
resignation or other terminating event, the amount in a Participant's account at
the end of the Purchase Period will be applied to the purchase of Ordinary
Shares.

7.  CREDITING OF CONTRIBUTIONS, INTEREST AND DIVIDENDS

          Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding.  Unless otherwise
prohibited by laws and regulations, Participant contributions will receive
interest at a rate realized for the investment vehicle or vehicles designated by
the Committee for purposes of the Plan.  Interest will be credited to a
Participant's account from the first date on which such Participant's
contributions are deposited with the investment vehicle until the earlier of (i)
the end of the Purchase Period or (ii) in the event of cancellation, death,
resignation or other terminating event, the last day for which interest is
allocated for such investment vehicle prior to the date on which such
contributions are returned to the Participant.  Dividends on shares held in a
Participant's account in the Plan will be invested in Ordinary Shares under the
Company's Shareholder Dividend Reinvestment Plan.  Any such contributions,
interest and dividends shall be deposited in or held by a bank or financial
institution designated by the Committee for this purpose (the "Custodian").

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8.  GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT

          Enrollment in the Plan by an Employee on an Enrollment Date will
constitute the grant by the Company to the Participant of the right to purchase
Ordinary Shares under the Plan.  Re-enrollment by a Participant in the Plan will
constitute a grant by the Company to the Participant of a new opportunity to
purchase shares on the Enrollment Date on which such re-enrollment occurs.  A
Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company in writing, by December
1 (or such date as the Committee shall establish), of his election to withdraw
his payroll deductions plus interest as of December 31 will have Ordinary Shares
purchased for him on the applicable Purchase Date, and he will automatically be
re-enrolled in the Plan on the Enrollment Date immediately following the
Purchase Date on which such purchase has occurred, unless each Participant
notifies the person designated by the Committee on the appropriate form that he
elects not to re-enroll.

          Each right to purchase Ordinary Shares under the Plan during a
Purchase Period shall have the following terms:

          (i) the right to purchase Ordinary Shares during a particular Purchase
Period shall expire on the earlier of: (A) the completion of the purchase of
shares on the Purchase Date occurring in the Purchase Period, or (B) the date on
which participation of such Participant in the Plan terminates for any reason;

         (ii) payment for shares purchased will be made through payroll
withholding and the crediting of interest and dividends, if applicable, in
accordance with Sections 6 and 7;

         (iii) purchase of shares will be accomplished only in accordance with
Section 9;

         (iv) the price per share will be determined as provided in Section 9;

         (v) the right to purchase shares (taken together with all other such
rights then outstanding under this Plan and under all other similar stock
purchase plans of Transocean or any Subsidiary) will in no event give the
Participant the right to purchase a number of shares during a calendar year in
excess of the number of Ordinary Shares derived by dividing twenty-five thousand
dollars (US$25,000) by the fair market value of the Ordinary Shares (the
"Maximum Share Limitation") on the applicable Grant Date determined in
accordance with Section 9;

         (vi) shares purchased under this Plan may not be sold within three (3)
months of the Purchase Date, unless the Committee, in its sole discretion,
waives this requirement; and

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        (vii) the right to purchase shares will in all respects be subject to
the terms and conditions of the Plan, as interpreted by the Committee from time
to time.

9.  PURCHASE OF SHARES

          The right to purchase Ordinary Shares granted by the Company under the
Plan is for the term of a Purchase Period.  The fair market value of the
Ordinary Shares ("Fair Market Value") to be purchased during such Purchase
Period will be the closing composite sales price per Ordinary Share in the New
York Stock Exchange Composite Transactions Quotations on the first trading day
of the calendar month of January, or such other trading date designated by the
Committee (the "Grant Date"); provided, however, that for the Purchase Period
which begins on the Effective Date, the Grant Date shall be the Effective Date.
Notwithstanding the foregoing, with respect to the Purchase Period ending
December 31, 2000, the Grant Date shall be the first to occur of (i) January 1,
2000 or, if later, the date of the consummation of the Merger or (ii) February
29, 2000.  The Fair Market Value of the Ordinary Shares will again be determined
in the same manner on the last trading day of the calendar month of December, or
such other trading date designated by the Committee (the "Purchase Date");
however, in no event shall the Committee, in the exercise of its discretion,
designate a Purchase Date beyond twelve (12) months from the related Enrollment
Date or otherwise fail to meet the requirements of Section 423(b)(7) of the
Code.  These dates constitute the date of grant and the date of exercise for
valuation purposes of Section 423 of the Code.

          As of the Purchase Date, the Committee shall apply the funds then
credited to each Participant's account to the purchase of Ordinary Shares.  The
cost to the Participant for the shares purchased during a Purchase Period shall
be the lower of:

         (i) eighty-five percent (85%) of the Fair Market Value of Ordinary
Shares on the Grant Date; or

         (ii) eighty-five percent (85%) of the Fair Market Value of Ordinary
Shares on the Purchase Date.

          Certificates evidencing shares purchased shall be delivered to the
Custodian or to any other bank or financial institution designated by the
Committee for this purpose or delivered to the Participant (if the Participant
has elected by written notice to the Committee to receive the certificate) as
soon as administratively feasible after the Purchase Date; however, certificates
shall not be delivered to the Participant within one (1) year of the Purchase
Date of the underlying shares, except as otherwise provided herein.
Notwithstanding the foregoing, Participants shall be treated as the record
owners of their shares effective as of the Purchase Date.  Shares that are held
by the Custodian or any other designated bank or financial institution shall be
held in book entry form.  Until such certificates are distributed to the
Participant, the Participant will not be permitted to transfer ownership of the
certificates except as contemplated by Section 10 or Section 14 of the Plan.
Any Participant who terminates employment will receive a certificate for the
number of shares held in his account and a cash refund attributable to amounts
equal to

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less than the price of a whole share, and any accumulated contributions,
dividends and interest. If for any reason the purchase of shares with a
Participant's allocations to the Plan exceeds or would exceed the Maximum Share
Limitation, such excess amounts shall be refunded to the Participant as soon as
practicable after such excess has been determined to exist.

          If as of any Purchase Date the shares authorized for purchase under
the Plan are exceeded, enrollments shall be reduced proportionately to eliminate
the excess.  Any funds that cannot be applied to the purchase of shares due to
excess enrollment shall be refunded as soon as administratively feasible,
including interest determined in accordance with Section 7.  The Committee in
its discretion may also provide that excess enrollments may be carried over to
the next Purchase Period under this Plan or any successor plan according to the
regulations set forth under Section 423 of the Code.

10.  WITHDRAWAL OF SHARES AND SALE OF SHARES

        (a) A Participant may elect to withdraw at any time (without withdrawing
from participation in the Plan) shares which have been held in his account for
at least one (1) year by giving notice to the person designated by the Committee
on the appropriate form. Upon receipt of such notice from the person designated
by the Committee, the Custodian, bank or other financial institution designated
by the Committee for this purpose will arrange for the issuance and delivery of
such shares held in the Participant's account as soon as administratively
feasible.

        (b) Notwithstanding anything in the Plan to the contrary, a Participant
may sell shares which are held in his account, including shares which have been
held in his account for less than one (1) year, but not less than three (3)
months as provided in Section 8(vi) (unless waived by the Committee), by giving
notice to the person designated by the Committee on the appropriate form. Upon
receipt of such notice from the person designated by the Committee, the
Custodian, bank or other financial institution designated by the Committee for
this purpose will arrange for the sale of such Participant's shares. Any sale
will be deemed to occur as soon as practicable after the Participant provides
such notice to the person designated by the Committee. The proceeds of any sale
under this subsection 10(b), less any associated commissions or required
withholding for taxes, shall be paid to the Participant as soon as practicable
after the sale.

11.  TERMINATION OF PARTICIPATION

          The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, unpaid disability or when the Participant's employer ceases to
be a Subsidiary) or the Participant otherwise becomes ineligible.  Participation
also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan.  Participation terminates immediately after the
Purchase Date if the Participant is not re-enrolled in the Plan for the next
Purchase Period or if the Participant has suspended payroll deductions

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during any Purchase Period and has not re-enrolled in the Plan for the next
Purchase Period. As soon as administratively feasible after termination of
participation due to cessation of employment, the Committee shall pay to the
Participant or his beneficiary or legal representative all amounts credited to
his account, including interest and dividends, if applicable, determined in
accordance with Section 7, and shall cause a certificate for the number of
shares held in his account to be delivered to the Participant, subject to the
restrictions in Section 9. For purposes of the Plan, a Participant is not deemed
to have terminated his employment if he transfers employment from Transocean to
a Subsidiary, or vice versa, or transfers employment between Subsidiaries.

12.  UNPAID LEAVE OF ABSENCE

          Unless the Participant has voluntarily withdrawn his contributions
from the Plan, shares will be purchased for his account on the Purchase Date
next following commencement of an unpaid leave of absence by such Participant,
provided such leave does not constitute a termination of employment.  The number
of shares to be purchased will be determined by applying to the purchase the
amount of the Participant's contributions made up to the commencement of such
unpaid leave of absence plus interest on such contributions and dividends, if
applicable, both determined in accordance with Section 7.  If the Participant's
unpaid leave of absence both commences and terminates during the same Purchase
Period and he has resumed eligible employment prior to the Purchase Date related
to that Purchase Period, he may also resume payroll deductions immediately, and
shares will be purchased for him on such Purchase Date as otherwise provided in
Section 9.

13.  DESIGNATION OF BENEFICIARY

          Each Participant may designate one or more beneficiaries in the event
of death and may, in his sole discretion, change such designation at any time.
Any such designation shall be effective upon receipt by the person designated by
the Committee and shall control over any disposition by will or otherwise.

          As soon as administratively feasible after the death of a Participant,
amounts credited to his account, including interest and dividends, if
applicable, determined in accordance with Section 7, shall be paid in cash and a
certificate for any shares shall be delivered to the Participant's designated
beneficiaries or, in the absence of such designation, to the executor,
administrator or other legal representative of the Participant's estate.  Such
payment shall relieve the Company of further liability to the deceased
Participant with respect to the Plan.  If more than one beneficiary is
designated, each beneficiary shall receive an equal portion of the account
unless the Participant has given express contrary instructions.

14.  ASSIGNMENT

          Except as provided in Section 13, the rights of a Participant under
the Plan will not be assignable or otherwise transferable by the Participant,
other than by will or

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the laws of descent and distribution or pursuant to a "qualified domestic
relations order," as defined in Section 414(p) of the Code. No purported
assignment or transfer of such rights of a Participant under the Plan, whether
voluntary or involuntary, by operation of law or otherwise, shall vest in the
purported assignee or transferee any interest or right therein whatsoever, but
immediately upon such assignment or transfer, or any attempt to make the same,
such rights shall terminate and become of no further effect. If this provision
is violated, the Participant's election to purchase Ordinary Shares shall
terminate, and the only obligation of the Company remaining under the Plan will
be to pay to the person entitled thereto the amount then credited to the
Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him.

15.  COSTS

          All costs and expenses incurred in administering this Plan shall be
paid by the Company.  Any brokerage fees for the sale of shares purchased under
the Plan shall be paid by the Participant.

16.  REPORTS

          At the end of each Purchase Period, the Company shall provide or cause
to be provided to each Participant a report of his contributions, including
interest earned, and the number of Ordinary Shares purchased with such
contributions by that Participant on each Purchase Date.

17.  EQUAL RIGHTS AND PRIVILEGES

          All eligible Employees shall have equal rights and privileges with
respect to the Plan to the extent necessary to enable the Plan to qualify for
U.S. tax purposes as an "employee stock purchase plan" within the meaning of
Section 423 or any successor provision of the Code and related regulations.  Any
provision of the Plan which is inconsistent with Section 423 or any successor
provision of the Code shall without further act or amendment by the Company be
reformed to comply with the requirements of Section 423.  This Section 17 shall
take precedence over all other provisions in the Plan.

18.  RIGHTS AS SHAREHOLDERS

          A Participant will have no rights as a shareholder under the election
to purchase until he becomes a shareholder as herein provided.  A Participant
will become a shareholder with respect to shares for which payment has been
completed as provided in Section 9 at the close of business on the last business
day of the Purchase Period.

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19.  MODIFICATION AND TERMINATION

          The Board may amend or terminate the Plan at any time insofar as
permitted by law. No amendment shall be effective unless within one (1) year
after it is adopted by the Board, it is approved by the holders of Transocean's
outstanding shares if and to the extent such amendment is required to be
approved by shareholders in order to cause the rights granted under the Plan to
purchase Ordinary Shares to meet the requirements of Section 423 of the Code (or
any successor provision).

          The Plan shall terminate after all Ordinary Shares issued under the
Plan have been purchased, unless terminated earlier by the Board or unless
additional Ordinary Shares are issued under the Plan with the approval of the
shareholders.  In the event the Plan is terminated, the Committee may elect to
terminate all outstanding rights to purchase shares under the Plan either
immediately or upon completion of the purchase of shares on the next Purchase
Date, unless the Committee has designated that the right to make all such
purchases shall expire on some other designated date occurring prior to the next
Purchase Date.  If the rights to purchase shares under the Plan are terminated
prior to expiration, all funds contributed to the Plan which have not been used
to purchase shares shall be returned to the Participants as soon as
administratively feasible, including interest and dividends, if applicable,
determined in accordance with Section 7.

20.  BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE

          The Plan was originally adopted by the Board on March 12, 1998 and was
effective immediately on such date.  The Plan was originally approved by
shareholders at the 1998 annual meeting.  This amendment and restatement of the
Plan was adopted by the Compensation Committee of the Board of Directors
effective January 1, 2000, and the increase in the aggregate number of Ordinary
Shares reserved for issuance under the Plan was approved by the holders of a
majority of issued and outstanding Ordinary Shares at the extraordinary general
shareholders' meeting held on December 10, 1999.

21.  GOVERNMENTAL APPROVALS OR CONSENTS

          This Plan and any offering or sale made to Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith.  Subject to the provisions of Section 19,
the Board may make such changes in the Plan and include such terms in any
offering under the Plan as may be desirable to comply with the rules or
regulations of any governmental authority.

22.  LISTING OF SHARES AND RELATED MATTERS

          If at any time the Board or the Committee shall determine, based on
opinion of legal counsel, that the listing, registration or qualification of the
shares covered by the Plan upon any national securities exchange or reporting
system or under any state or federal law is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares under the
Plan, no shares will be sold, issued or delivered

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unless and until such listing, registration or qualification shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to legal counsel.

23.  EMPLOYMENT RIGHTS

          The Plan shall neither impose any obligation on Transocean or on any
Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of Transocean or of any
Subsidiary.

24.  WITHHOLDING OF TAXES

          The Committee may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection with
the purchase of Ordinary Shares under the Plan.

25.  SUBSIDIARY TERMS

          In addition to changes in eligibility requirements, the adopting
Subsidiaries may make any changes in the terms of this Plan applicable to their
Employees as shall be acceptable to the Committee, provided that such changes do
not cause the Plan to fail to comply with the requirements of Section 423 of the
Code, to the extent it is applicable.

26.  GOVERNING LAW

          The Plan and rights to purchase shares that may be granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of Texas.

27.  USE OF GENDER

          The gender of words used in the Plan shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.

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28.   OTHER PROVISIONS

          The agreements to purchase Ordinary Shares under the Plan shall
contain such other provisions as the Committee and the Board shall deem
advisable, provided that no such provision shall in any way be in conflict with
the terms of the Plan.

          IN WITNESS WHEREOF, this document has been executed effective as of
January 1, 2000.

                                  TRANSOCEAN SEDCO FOREX INC.



                                  By: /s/ Eric B. Brown
                                     -----------------------------
                                     Eric B. Brown
                                     Corporate Secretary

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