EXHIBIT 4.3

                                 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.  (formerly  known as
Transocean  Offshore  Inc.),  a  Cayman  Islands  company  (the "Borrower"), the
lenders  from time to time parties hereto (each a "Lender" and collectively, the
"Lenders"),  SUNTRUST BANK (formerly known as SunTrust Bank, Atlanta), a Georgia
banking  corporation  ("STB"),  as administrative agent for the Lenders (in such
capacity,  the  "Administrative  Agent"), ROYAL BANK OF CANADA, a bank chartered
under  the  laws  of  Canada,  as  syndication  agent  for  the Lenders (in such
capacity,  the  "Syndication  Agent"),  BANK  OF  AMERICA, N.A., a U.S. national
banking  association,  as documentation agent for the Lenders (in such capacity,
the  "Documentation  Agent"),  and  BANK  ONE,  NA (Main Office Chicago), a U.S.
national  banking  association, and BNP PARIBAS, a bank chartered under the laws
of  France,  as senior managing agents for the Lenders (in such capacity, each a
"Senior  Managing  Agent"  and  collectively,  the  "Senior  Managing  Agents").


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


     WHEREAS,  the  Borrower,  the  Lenders,  the  Administrative  Agent,  the
Syndication  Agent,  the Documentation Agent, and the Senior Managing Agents are
parties to a certain Credit Agreement dated as of December 16, 1999 (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;

     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").
       --------------------------------------------

     Section  1.1  of  the Credit Agreement is hereby amended by deleting in its
entirety  the  defined  term  "Consolidated  Net  Worth"  and  its  accompanying
definition,  and  substituting in lieu


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thereof  in  appropriate  alphabetical  order  the  following  defined  term and
accompanying  definition:

          "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.

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

     (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


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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.


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          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.
                              (FORMERLY  TRANSOCEAN  OFFSHORE  INC.),
                              a  Cayman  Islands  Company


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


                                        4
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                              SUNTRUST  BANK
                              (FORMERLY  SUNTRUST  BANK,  ATLANTA)
                              As  Administrative  Agent  and  Lender


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


                                        5
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                              RBC  FINANCE  B.V.,
                              As  Lender


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


                                        6
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                              BANK  OF  AMERICA,  N.A.,
                              As  Documentation  Agent  and  Lender


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


                                        7
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                              BANK  ONE,  N.A.
                              (MAIN  OFFICE  CHICAGO),
                              As  Senior  Managing  Agent  and  Lender


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


                                        8
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                              BNP  PARIBAS,
                              As  Senior  Managing  Agent  and  Lender


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


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


                                        9
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                              THE  BANK  OF  NEW  YORK,
                              As  Lender


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


                                       10
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                              DEN  NORSKE  BANK  ASA,
                              As  Lender


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

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


                                       11
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                              THE  ROYAL  BANK  OF  SCOTLAND  PLC,
                              As  Lender


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


                                       12
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                              WELLS  FARGO  BANK  (TEXAS),
                              NATIONAL  ASSOCIATION,
                              As  Lender


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


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                              THE  BANK  OF  TOKYO-MITSUBISHI,  LTD.
                              As  Lender


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


                                       14
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                              NEDSHIP  BANK  (AMERICA),  N.V.,
                              As  Lender


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


                                       15
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                              WESTDEUTSCHE  LANDESBANK
                              GIROZENTRALE,  As  Lender


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

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


                                       16
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                              BANK  POLSKA  KASA  OPIEKI  SA,  As  Lender


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


                                       17
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