EXHIBIT 4.2

                                 AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT
                                ----------------


THIS  AMENDMENT  NO.  2  TO  CREDIT  AGREEMENT  (this  "Amendment"), dated as of
December  26,  2002,  among TRANSOCEAN INC.,  formerly known as 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,  as  amended by that certain Amendment No. 1 to Credit Agreement, dated as
of  December  27,  2001  (the  "Credit  Agreement");

     WHEREAS, the Borrower has requested that the Credit Agreement be amended in
certain  respects  as  set  forth  herein;

     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.     Amendment  to  Section  1.1  ("Definitions").
       --------------------------------------------

     (a)     Section  1.1  of the Credit Agreement is hereby amended by deleting
in their entirety the defined terms "Consolidated Indebtedness", "Indebtedness",
"SPV"  and  "364-Day


<PAGE>
Credit  Agreement"  and their accompanying definitions, and substituting in lieu
thereof  in  appropriate  alphabetical  order  the  following  defined terms and
accompanying  definitions:

          "Consolidated Indebtedness" means all Indebtedness of the Borrower and
     its Subsidiaries that would be reflected on a consolidated balance sheet of
     such  Persons  prepared  in  accordance  with  GAAP.

          "Indebtedness"  means,  for  any  Person, the following obligations of
     such  Person,  without  duplication:  (i)  obligations  of  such Person for
     borrowed  money;  (ii) obligations of such Person representing the deferred
     purchase  price  of  property  or  services other than accounts payable and
     accrued  liabilities  arising  in the ordinary course of business and other
     than amounts which are being contested in good faith and for which reserves
     in  conformity  with  GAAP  have  been  provided; (iii) obligations of such
     Person  evidenced by bonds, notes, bankers acceptances, debentures or other
     similar  instruments of such Person, or obligations of such Person arising,
     whether  absolute  or  contingent, out of letters of credit issued for such
     Person's  account  or  pursuant  to  such  Person's  application  securing
     Indebtedness;  (iv)  obligations  of other Persons, whether or not assumed,
     secured  by Liens (other than Permitted Liens) upon property or payable out
     of  the  proceeds  or  production  from  property now or hereafter owned or
     acquired  by  such  Person,  but only to the extent of such property's fair
     market  value;  (v)  Capitalized  Lease  Obligations  of  such Person; (vi)
     obligations  under  Interest  Rate  Protection Agreements and Currency Rate
     Protection  Agreements,  and (vii) obligations of such Person pursuant to a
     Guaranty  of  any of the foregoing obligations of another Person; provided,
     however,  Indebtedness shall exclude Non-recourse Debt and any Indebtedness
     attributable  to  the  mark-to-market  treatment of obligations of the type
     described  in  clause (vi) in the definition of Indebtedness and any actual
     fair  value adjustment arising from any Interest Rate Protection Agreements
     and  Currency  Rate  Protection  Agreements  that  have  been  cancelled or
     otherwise  terminated  before  their  scheduled expiration, in each case in
     respect of Interest Rate Protection Agreements and Currency Rate Protection
     Agreements  entered  into  in  the  ordinary course of business and not for
     investment  or  speculative  purposes.  For purposes of this Agreement, the
     Indebtedness  of  any  Person  shall  include  the  Indebtedness  of  any
     partnership or joint venture to the extent such Indebtedness is recourse to
     such  Person.

          "364-Day Credit Agreement" means the 364-Day Credit Agreement dated as
     of  December  26,  2002,  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, Citibank, N.A., Credit Lyonnais
     New  York  Branch and HSBC Bank USA, as managing agents for the Lenders, as
     the  same  may  be  amended,  supplemented  and restated from time to time.


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<PAGE>
               "SPV"  means  any  Person that is designated by the Borrower as a
     SPV, provided that the Borrower shall not designate as a SPV any Subsidiary
     that  owns,  directly  or  indirectly,  any  other Subsidiary (other than a
     Subsidiary  of  SIW  Newco)  that has total assets (including assets of any
     Subsidiaries  of such other Subsidiary, but excluding any assets that would
     be  eliminated  in  consolidation  with  the Borrower and its Subsidiaries)
     which equates to at least five percent (5%) of the Borrower's Total Assets,
     or  that  had  net income (including net income of any Subsidiaries of such
     other  Subsidiary,  all  before  discontinued operations and income or loss
     resulting from extraordinary items, all determined in accordance with GAAP,
     but  excluding  revenues  and  expenses  that  would  be  eliminated  in
     consolidation  with  the  Borrower  and  its  Subsidiaries) during the most
     recently  completed fiscal year of the Borrower in excess of the greater of
     (i)  $1,000,000,  and  (ii) fifteen percent (15%) of the net income (before
     discontinued  operations  and  income  or loss resulting from extraordinary
     items)  for  the  Borrower  and  its  Subsidiaries,  all as determined on a
     consolidated  basis  in accordance with GAAP during such fiscal year of the
     Borrower. The Borrower may elect to treat any Subsidiary as a SPV (provided
     such  Subsidiary would otherwise qualify as such), and may rescind any such
     prior  election,  by  giving  written  notice thereof to the Administrative
     Agent  specifying  the  name of such Subsidiary or SPV, as the case may be,
     and the effective date of such election, which shall be a date within sixty
     (60)  days  after  the  date  such notice is given. The election to treat a
     particular  Person  as  a  SPV  may  only  be  made  once.

     (b)     Section 1.1 of the Credit Agreement is hereby amended by adding the
following  new  definitions  of  "Currency  Rate Protection Agreement"  and "SIW
Newco"  in  appropriate  alphabetical  order:

               "Currency  Rate  Protection  Agreement"  shall  mean  any foreign
     currency  exchange and future agreements, arrangements and options designed
     to  protect  against  fluctuations  in  currency  exchange  rates.

               "SIW  Newco"  means  the  Subsidiary of the Borrower organized to
     hold,  together  with  any  Subsidiaries  of  such  Subsidiary,  all  or
     substantially  all  of  the assets of the shallow and inland water business
     segment  of the Borrower and its Subsidiaries (including the jackup rig and
     drilling  barge  operations  in  the  U.S.  Gulf of Mexico and the drilling
     operations  in  Trinidad  and  Venezuela),  at such time as there have been
     issued  and  are outstanding publicly traded shares of any such Subsidiary.

3.     Amendment  to  Section 4.2 ("All Borrowings").  Section 4.2 of the Credit
Agreement  is  hereby  amended by deleting subsection (b) of such Section in its
entirety  and  substituting  the  following  subsection  (b)  in  lieu  thereof:

     (b)  Warranties True and Correct. In the case of any advance, Borrowing, or
          ---------------------------
     issuance  or  increase of any Letter of Credit that increases the aggregate
     amount of


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<PAGE>
     Loans  and L/C Obligations outstanding after giving effect to such advance,
     Borrowing  or  issuance  or  increase,  each  of  the  representations  and
     warranties  of  the  Borrower  and its Subsidiaries set forth herein (other
     than  those  set  forth  in  Sections 5.4 and 5.10) and in the other Credit
     Documents shall be true and correct in all material respects as of the time
     of  such  advance,  Borrowing,  or  issuance  or  increase of any Letter of
     Credit,  except  as  a  result  of  the  transactions  expressly  permitted
     hereunder  or  thereunder  and  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;

4.     Amendment  to  Section  6.6  ("Financial Reports and Other Information").
Section 6.6 of the Credit Agreement is hereby amended by deleting subsection (e)
of such Section in its entirety and substituting the following subsection (e) in
lieu  thereof:

     (e) Notices of Default, Litigation, Etc. The Borrower will promptly, and in
         -----------------------------------
     any  event  within  five  (5)  Days,  after  an officer of the Borrower has
     knowledge  thereof, give written notice to the Administrative Agent of (who
     will  in  turn provide notice to the Lenders of): (i) the occurrence of any
     Default or Event of Default; (ii) any litigation or governmental proceeding
     of  the  type described in Section 5.4; (iii) any circumstance that has had
     or could reasonably be expected to have a Material Adverse Effect; (iv) the
     occurrence  of any event which has resulted in a breach of, or is likely to
     result  in  a breach of, Sections 6.16 or 6.17; and (v) any notice received
     by  it, any Subsidiary or any SPV from the holder(s) of Indebtedness of the
     Borrower,  any  Subsidiary or any SPV in an amount which, in the aggregate,
     exceeds  $50,000,000,  where  such notice states or claims the existence or
     occurrence  of  any  default  or  event  of  default  with  respect to such
     Indebtedness  under  the  terms of any indenture, loan or credit agreement,
     debenture,  note,  or  other  document  evidencing  or  governing  such
     Indebtedness.

5.     Amendment  to  Section 6.11 ("Indebtedness").  Section 6.11 of the Credit
Agreement  is  hereby  amended by deleting subsection (d) of such Section in its
entirety  and  substituting  the  following  subsection  (d)  in  lieu  thereof:

     (d)  Indebtedness  under  any  Interest  Rate Protection Agreements and any
     Currency  Rate  Protection  Agreements;

6.     Amendment to Section 7.1 ("Events of Default and Remedies").  Section 7.1
of  the  Credit  Agreement  is hereby amended by deleting subsection (i) of such
Section  in  its  entirety and substituting the following subsection (i) in lieu
thereof:

     (i)  (x)  the  Borrower or any Subsidiary of the Borrower fails to pay when
     due an amount that it is liable to pay to the PBGC or to a Plan under Title
     IV  of  ERISA;  or  a  notice of intent to terminate a Plan having Unfunded
     Vested  Liabilities of the Borrower or any of its Subsidiaries in excess of
     $50,000,000  (a  "Material  Plan") is filed under Title IV of ERISA; or the
     PBGC  institutes


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<PAGE>
     proceedings  under  Title IV of ERISA to terminate or to cause a trustee to
     be  appointed to administer any Material Plan or a proceeding is instituted
     by  a fiduciary of any Material Plan against any Borrower or any Subsidiary
     to  collect  any liability under Section 515 or 4219(c)(5) of ERISA, and in
     each  case  such  proceeding  is  not  dismissed  within  thirty  (30) days
     thereafter;  or  a  condition  exists  by reason of which the PBGC would be
     entitled  to  obtain  a  decree adjudicating that any Material Plan must be
     terminated,  and  (y)  the  occurrence of one or more of the matters in the
     preceding  clause (x) could reasonably be expected to result in liabilities
     in  excess  of  $50,000,000;  or

7.     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

     (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.

8.     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.


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<PAGE>
9.     References  to  Credit  Agreement.  On  and after the date this Amendment
       ---------------------------------
becomes  effective as provided in paragraph 8 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.

10.     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.

11.     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.


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<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  INC.,
                              (FORMERLY  TRANSOCEAN  SEDCO  FOREX  INC.),.
                              a  Cayman  Islands  company


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


                                        7
<PAGE>

                              SUNTRUST  BANK,
                              As  Administrative  Agent,  Issuing  Bank,
                              and  a  Lender


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


                                        8
<PAGE>

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


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


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


                                        9
<PAGE>

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


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


                                       10
<PAGE>

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


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


                                       11
<PAGE>

                              THE  ROYAL  BANK  OF  SCOTLAND  PLC,
                              As  a  Lender


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


                                       12
<PAGE>

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


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


                                       13
<PAGE>

                              MIZUHO  BANK,  LTD.,
                              As  a  Lender


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


                                       14
<PAGE>

                              BANK  ONE,  N.A.
                              As  a  Lender


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


                                       15
<PAGE>

                              THE  BANK  OF  NEW  YORK
                              As  a  Lender


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


                                       16
<PAGE>

                              CITIBANK,  N.A.,
                              As  a  Lender


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


                                       17
<PAGE>

                              CREDIT  LYONNAIS  NEW  YORK  BRANCH,
                              As  a  Lender


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


                                       18
<PAGE>

                              DEN  NORSKE  BANK  ASA,
                              As  a  Lender


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


                                       19
<PAGE>

                              CREDIT  SUISSE  FIRST  BOSTON,
                              As  a  Lender


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


                                       20
<PAGE>
                              THE  BANK  OF  NOVA  SCOTIA,
                              As  a  Lender


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


                                       21
<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:


                                       22
<PAGE>
                              AUSTRALIA  AND  NEW  ZEALAND
                              BANKING  GROUP  LIMITED,
                              As  a  Lender


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


                                       23
<PAGE>

                              WESTDEUTSCHE  LANDESBANK
                              GIROZENTRALE,  NEW  YORK  BRANCH,
                              As  a  Lender


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


                                       24
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