EXHIBIT 4.1

                                 AMENDMENT NO. 1
                                       TO
                                CREDIT AGREEMENT
                                ----------------


THIS  AMENDMENT  NO.  1  TO  CREDIT  AGREEMENT  (this  "Amendment"), dated as of
December  27, 2001, among TRANSOCEAN SEDCO FOREX INC. (the "Borrower"), a Cayman
Islands  company,  the lenders from time to time parties hereto (each a "Lender"
and  collectively,  the "Lenders"), SUNTRUST BANK, a Georgia banking corporation
("STB"),  as  administrative  agent  for  the  Lenders  (in  such  capacity, the
"Administrative  Agent"),  ABN  AMRO  BANK,  N.V.,  as syndication agent for the
Lenders  (in  such capacity, the "Syndication Agent"), BANK OF AMERICA, N.A., as
documentation  agent  for  the  Lenders  (in  such  capacity, the "Documentation
Agent"),  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as senior managing agent
for  the  Lenders  (in  such capacity, the "Senior Managing Agent"), and STB, as
issuing  bank  of the Letters of Credit hereunder (STB and any other Lender that
issues  a  Letter  of  Credit  hereunder,  in such capacity, an "Issuing Bank").


                              W I T N E S S E T H:
                              --------------------


     WHEREAS,  the  Borrower,  the  Lenders,  the  Administrative  Agent,  the
Syndication  Agent,  the Documentation Agent, the Senior Managing Agent, and the
Issuing  Bank are parties to a certain Credit Agreement dated as of December 29,
2000  (the  "Credit  Agreement");

     WHEREAS, the Borrower has requested that the Credit Agreement be amended so
as to revise the definition of the term "Consolidated Net Worth" as used therein
and  in  certain  other  respects;

     WHEREAS,  Lenders  constituting  the "Required Lenders" for purposes of the
Credit Agreement are willing to make such amendments on the terms and subject to
the  conditions  and  requirements  herein  set  forth;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  herein  contained,  the  parties  hereto  agree  as  follows:

1.     Defined  Terms.  Unless  otherwise  expressly defined herein, capitalized
       --------------
terms  used  in this Amendment that are defined in the Credit Agreement are used
herein  with  the  respective meanings assigned to such capitalized terms in the
Credit  Agreement.

2.     Amendments  to  Section  1.1  ("Definitions").
       ---------------------------------------------

     Section  1.1  of  the Credit Agreement is hereby amended by deleting in its
entirety  each of the defined terms "Consolidated Net Worth" and "364-Day Credit
Agreement"  and its accompanying definition, and substituting in lieu thereof in
appropriate  alphabetical  order  each  of  the  following  defined  terms  and
accompanying  definitions:


<PAGE>
          "Consolidated  Net  Worth"  means,  as  of  any date of determination,
     consolidated  shareholders  equity  of  the  Borrower  and its Subsidiaries
     determined  in  accordance  with  GAAP  (but  excluding  the  effect  on
     shareholders  equity  of  (i)  cumulative  foreign  exchange  translation
     adjustments,  and  (ii)  any non-cash asset impairment charges taken by the
     Borrower  solely as a result of the application to the Borrower's financial
     statements  of Financial Accounting Standards Board Statement No. 142). For
     purposes  of  this  definition, SPVs shall be accounted for pursuant to the
     equity  method  of  accounting.

          "364-Day Credit Agreement" means the 364-Day Credit Agreement dated as
     of  December  27,  2001,  among  the Borrower, the lenders that are parties
     thereto,  SunTrust  Bank,  as Administrative Agent, ABN AMRO Bank, N.V. and
     The  Royal  Bank of Scotland plc, as co-syndication agents for the Lenders,
     Bank  of America, N.A. and Wells Fargo Bank Texas, National Association, as
     co-documentation  agents  for  the Lenders, The Bank of Nova Scotia, Credit
     Lyonnais  New  York  Branch,  HSBC  Bank  USA,  and Westdeutsche Landesbank
     Girozentrale,  New  York Branch, as managing agents for the Lenders, as the
     same  may  be  amended,  supplemented  and  restated  from  time  to  time.

3.     Representations  and Warranties.  The Borrower represents and warrants to
       -------------------------------
the  Lenders  as  follows:

     (a)     All  representations  and  warranties  set  forth  in  the  Credit
Agreement  are true and correct in all material respects with the same effect as
though  such representations and warranties have been made on and as of the date
hereof,  except  to  the extent that any such representation or warranty relates
solely  to an earlier date, in which case it shall have been true and correct in
all  material  respects  as  of  such  earlier  date;

     (b)     No  Default  or  Event of Default has occurred and is continuing on
the  date  hereof;

     (c)      Since  the  date  of  the  most  recent  consolidated  financial
statements  of  the Borrower submitted to the Lenders pursuant to Section 6.6 of
the Credit Agreement, there has been no change which has had or could reasonably
be  expected  to  have  a  Material  Adverse  Effect;

     (d)     The Borrower has the corporate power and authority to make, deliver
and  perform this Amendment and has taken any and all necessary corporate action
to  authorize  the  execution,  delivery  and performance of this Amendment.  No
consent  or  authorization  of,  or  filing with, any Person (including, without
limitation,  any  governmental  authority),  is  required in connection with the
execution,  delivery  or  performance  by  the  Borrower,  or  the  validity  or
enforceability  against  the  Borrower,  of  this  Amendment,  other  than  such
consents,  authorizations  or  filings  which  have  been  made or obtained; and


                                        2
<PAGE>
     (e)  This  Amendment  has  been duly executed and delivered by the Borrower
and  this  Amendment  constitutes the legal, valid and binding obligation of the
Borrower,  enforceable  against  the  Borrower  in  accordance  with  its terms.

4.     Effectiveness  of  Amendment.  This Amendment shall become effective upon
       ----------------------------
(i)  the  execution  and  delivery  to  the Administrative Agent of counterparts
hereof  (whether  originals or facsimile transmissions thereof) on behalf of the
Borrower and those Lenders constituting the Required Lenders for purposes of the
Credit  Agreement, and (ii) payment by the Borrower of all costs and expenses of
the Administrative Agent (including reasonable fees and expenses of its counsel)
incurred  in  respect  of  the  preparation  and  execution  of  this Amendment.

5.     References  to  Credit  Agreement.  On  and after the date this Amendment
       ---------------------------------
becomes  effective as provided in paragraph 4 above, each and every reference in
the  Credit  Documents  to  the Credit Agreement shall be deemed to refer to and
mean  the  Credit  Agreement as amended by this Amendment.  The Borrower further
confirms  and  agrees  that  (i)  except as expressly amended herein, the Credit
Agreement  remains  in  full  force and effect in accordance with its terms, and
(ii)  all  other  Credit Documents remain in full force and effect in accordance
with  their  respective  terms.

6.     Counterparts.  This  Amendment  may  be  executed  in  any  number  of
       ------------
counterparts  and by the different parties hereto on separate counterparts, each
of  which  when so executed and delivered shall be an original, but all of which
shall  together  constitute  one  and  the  same  instrument.

7.     Miscellaneous.  This  Amendment  and  the  rights  and obligations of the
       -------------
parties  hereunder  shall be construed in accordance with and be governed by the
law  (without  giving  effect  to the conflict of law principles thereof) of the
State  of  New  York.  This Amendment shall be binding on and shall inure to the
benefit  of  and  be enforceable by the respective successors and assigns of the
parties  hereto.


                                        3
<PAGE>
               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to  be  duly  executed and delivered by their duly authorized officers as of the
day  and  year  first  above  written.


                              BORROWER:
                              --------

                              TRANSOCEAN  SEDCO  FOREX  INC.,
                              a  Cayman  Islands  company


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                        4
<PAGE>
                              SUNTRUST  BANK,
                              As  Administrative  Agent,  Issuing  Bank,
                              and  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                        5
<PAGE>

                              ABN  AMRO  BANK,  N.V.,
                              As  Syndication  Agent  and  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                        6
<PAGE>

                              BANK  OF  AMERICA,  N.A.,
                              As  Documentation  Agent  and  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                        7
<PAGE>

                              WELLS  FARGO  BANK  TEXAS,
                              NATIONAL  ASSOCIATION,
                              As  Senior  Managing  Agent  and  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                        8
<PAGE>

                              NATIONAL  WESTMINSTER  BANK  PLC,
                              NEW  YORK  BRANCH,
                              As  a  Lender


                              By:
                                     ---------------------------------
                              Name:  Scott Barton
                              Title: Senior Vice President


                                        9
<PAGE>

                              THE  BANK  OF  TOKYO-MITSUBISHI,  LTD.
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       10
<PAGE>

                              THE  FUJI  BANK,  LIMITED,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       11
<PAGE>

                              BANK  ONE,  N.A.
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       12
<PAGE>

                              THE  BANK  OF  NEW  YORK
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       13
<PAGE>

                              CITIBANK,  N.A.,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       14
<PAGE>

                              CREDIT  LYONNAIS  NEW  YORK  BRANCH,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       15
<PAGE>

                              DEN  NORSKE  BANK  ASA,
                              As  a  Lender


                              By:
                                   ---------------------------------
                              Name:
                              Title:


                                       16
<PAGE>

                              CREDIT  SUISSE  FIRST  BOSTON,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       17
<PAGE>
                              THE  BANK  OF  NOVA  SCOTIA,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       18
<PAGE>
                              NORDEA  BANK  FINLAND  PLC,
                              NEW  YORK  BRANCH,
                              (AS  SUCCESSOR  TO  CHRISTIANIA  BANK  OG
                              KREDITKASSE  ASA,  NEW  YORK  BRANCH),
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       19
<PAGE>
                              AUSTRALIA  AND  NEW  ZEALAND
                              BANKING  GROUP  LIMITED,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       20
<PAGE>

                              WESTDEUTSCHE  LANDESBANK
                              GIROZENTRALE,  NEW  YORK  BRANCH,
                              As  a  Lender


                              By:
                                    ---------------------------------
                              Name:
                              Title:


                                       21
<PAGE>