================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM 10-Q
(Mark  One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

                FOR THE TRANSITION PERIOD FROM ______ TO ______.

                        COMMISSION FILE NUMBER 333-75899
                             ______________________

                                 TRANSOCEAN INC.
             (Exact name of registrant as specified in its charter)
                             ______________________

           CAYMAN ISLANDS                                   66-0582307
    (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                     Identification No.)


             4 GREENWAY PLAZA
              HOUSTON, TEXAS                                  77046
   (Address of principal executive offices)                (Zip Code)

       Registrants' telephone number, including area code: (713) 232-7500
                             ______________________

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes   X     No
                                                    -------    -------

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes   X     No
                                                       -------    -------

     As  of  April  30,  2003,  319,773,020 ordinary shares, par value $0.01 per
share,  were  outstanding.
================================================================================


<PAGE>
                                 TRANSOCEAN INC.

                               INDEX TO FORM 10-Q

                          QUARTER ENDED MARCH 31, 2003

                                                                            Page
                                                                            ----

PART  I  -  FINANCIAL  INFORMATION
----------------------------------

     ITEM  1.  Financial  Statements  (Unaudited)

          Condensed  Consolidated  Statements  of  Operations
             Three  Months  Ended  March  31,  2003  and  2002 . . . . . . . 2

          Condensed Consolidated Statements of Comprehensive Income (Loss)
             Three  Months  Ended  March  31,  2003  and  2002 . . . . . . . 3

          Condensed  Consolidated  Balance  Sheets
             March  31,  2003  and  December  31,  2002. . . . . . . . . . . 4

          Condensed  Consolidated  Statements  of  Cash  Flows
             Three  Months  Ended  March  31,  2003  and  2002 . . . . . . . 5

          Notes  to  Condensed  Consolidated  Financial  Statements. . . . . 6

     ITEM  2.  Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations. . . . . . . . . . . . . .18

     ITEM  3.  Quantitative and Qualitative Disclosures about Market Risk. .35

     ITEM  4.  Controls  and  Procedures . . . . . . . . . . . . . . . . . .36

PART  II  -  OTHER  INFORMATION
-------------------------------

     ITEM  1.  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . .37

     ITEM  6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . .38


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

     The  condensed consolidated financial statements of Transocean Inc. and its
consolidated  subsidiaries  (the  "Company") included herein have been prepared,
without  audit,  pursuant  to  the  rules  and regulations of the Securities and
Exchange  Commission.  Certain  information  and  notes  normally  included  in
financial statements prepared in accordance with accounting principles generally
accepted  in  the  United States have been condensed or omitted pursuant to such
rules  and regulations. These financial statements should be read in conjunction
with  the  audited  consolidated  financial  statements  and  the  notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31,  2002.




                                        1
<PAGE>
<TABLE>
<CAPTION>
                                    TRANSOCEAN INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (In millions, except per share data)
                                               (Unaudited)

                                                                           Three Months Ended March 31,
                                                                          ------------------------------
                                                                               2003            2002
                                                                          --------------  --------------
<S>                                                                       <C>             <C>
Operating Revenues
  Contract drilling revenues                                              $       589.6   $       667.9
  Client reimbursable revenues                                                     26.4               -
------------------------------------------------------------------------  --------------  --------------
                                                                                  616.0           667.9
------------------------------------------------------------------------  --------------  --------------
Costs and Expenses
  Operating and maintenance                                                       374.1           381.0
  Depreciation                                                                    126.8           125.6
  General and administrative                                                       13.9            19.8
  Impairment loss on long-lived assets                                              1.0             1.1
  Gain from sale of assets, net                                                    (1.4)           (1.9)
------------------------------------------------------------------------  --------------  --------------
                                                                                  514.4           525.6
------------------------------------------------------------------------  --------------  --------------

Operating Income                                                                  101.6           142.3

Other Income (Expense), net
  Equity in earnings of joint ventures                                              3.6             1.9
  Interest income                                                                   6.9             4.2
  Interest expense                                                                (52.6)          (55.9)
  Other, net                                                                       (0.6)           (0.7)
------------------------------------------------------------------------  --------------  --------------
                                                                                  (42.7)          (50.5)
------------------------------------------------------------------------  --------------  --------------
Income Before Income Taxes, Minority Interest and
  Cumulative Effect of a Change in Accounting Principle                            58.9            91.8
Income Tax Expense                                                                 11.8            13.8
Minority Interest                                                                  (0.1)            0.7
------------------------------------------------------------------------  --------------  --------------

Net Income Before Cumulative Effect of a Change in Accounting Principle            47.2            77.3
Cumulative Effect of a Change in Accounting Principle                                 -        (1,363.7)
------------------------------------------------------------------------  --------------  --------------

Net Income (Loss)                                                         $        47.2   $    (1,286.4)
========================================================================  ==============  ==============

Basic Earnings (Loss) Per Share
  Income Before Cumulative Effect of a Change in Accounting Principle     $        0.15   $        0.24
  Loss on Cumulative Effect of a Change in Accounting Principle                       -           (4.27)
------------------------------------------------------------------------  --------------  --------------
   Net Income (Loss)                                                      $        0.15   $       (4.03)
========================================================================  ==============  ==============

Diluted Earnings (Loss) Per Share
  Income Before Cumulative Effect of a Change in Accounting Principle     $        0.15   $        0.24
  Loss on Cumulative Effect of a Change in Accounting Principle                       -           (4.22)
------------------------------------------------------------------------  --------------  --------------
   Net Income (Loss)                                                      $        0.15   $       (3.98)
========================================================================  ==============  ==============

Weighted Average Shares Outstanding
  Basic                                                                           319.7           319.1
------------------------------------------------------------------------  --------------  --------------
  Diluted                                                                         321.6           323.1
------------------------------------------------------------------------  --------------  --------------

Dividends Paid per Share                                                  $           -   $        0.03
------------------------------------------------------------------------  --------------  --------------
                                      See accompanying notes.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             TRANSOCEAN INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                       (In millions)
                                        (Unaudited)

                                                                         Three Months Ended March 31,
                                                                         ----------------------------
                                                                              2003           2002
                                                                         --------------  ------------
<S>                                                                      <C>             <C>
Net income (loss)                                                        $        47.2   $  (1,286.4)
-----------------------------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax
  Amortization of gain on terminated interest rate swaps                             -          (0.1)
  Change in unrealized loss on securities available for sale                         -           0.1
  Change in share of unrealized loss in unconsolidated joint venture's
    interest rate swaps                                                           (0.3)          3.1
  Minimum pension liability adjustments                                            0.7             -
-----------------------------------------------------------------------------------------------------
Other comprehensive income                                                         0.4           3.1
-----------------------------------------------------------------------------------------------------
Total comprehensive income (loss)                                        $        47.6   $  (1,283.3)
=====================================================================================================
</TABLE>



                            See accompanying notes.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                  TRANSOCEAN INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In millions, except share data)


                                                                        March 31,    December 31,
                                                                          2003           2002
                                                                       -----------  --------------
                                                                       (Unaudited)
<S>                                                                    <C>          <C>
                                            ASSETS

Cash and Cash Equivalents                                              $  1,520.4   $     1,214.2
Accounts Receivable, net of allowance for doubtful accounts of $17.3
    and $20.8 at March 31, 2003 and December 31, 2002, respectively         481.7           499.3
Materials and Supplies, net of allowance for obsolescence of $18.6
    at March 31, 2003 and December 31, 2002                                 157.1           155.8
Deferred Income Taxes                                                        17.1            21.9
Other Current Assets                                                         53.7            20.5
--------------------------------------------------------------------------------------------------
    Total Current Assets                                                  2,230.0         1,911.7
--------------------------------------------------------------------------------------------------

Property and Equipment                                                   10,201.6        10,198.0
Less Accumulated Depreciation                                             2,290.2         2,168.2
--------------------------------------------------------------------------------------------------
    Property and Equipment, net                                           7,911.4         8,029.8
--------------------------------------------------------------------------------------------------

Goodwill, net                                                             2,190.6         2,218.2
Investments in and Advances to Joint Ventures                               110.7           108.5
Deferred Income Taxes                                                        26.2            26.2
Other Assets                                                                193.5           370.7
--------------------------------------------------------------------------------------------------
    Total Assets                                                       $ 12,662.4   $    12,665.1
==================================================================================================

                              LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts Payable                                                       $    132.6   $       134.1
Accrued Income Taxes                                                         18.8            59.5
Debt Due Within One Year                                                  1,051.7         1,048.1
Other Current Liabilities                                                   295.2           262.2
--------------------------------------------------------------------------------------------------
    Total Current Liabilities                                             1,498.3         1,503.9
--------------------------------------------------------------------------------------------------

Long-Term Debt                                                            3,568.1         3,629.9
Deferred Income Taxes                                                       102.4           107.2
Other Long-Term Liabilities                                                 291.9           282.7
--------------------------------------------------------------------------------------------------
    Total Long-Term Liabilities                                           3,962.4         4,019.8
--------------------------------------------------------------------------------------------------

Commitments and Contingencies

Preference Shares, $0.10 par value; 50,000,000 shares authorized,
    none issued and outstanding                                                 -               -
Ordinary Shares, $0.01 par value; 800,000,000 shares authorized,
    319,768,212 and 319,219,072 shares issued and outstanding at
    March 31, 2003 and December 31, 2002, respectively                        3.2             3.2
Additional Paid-in Capital                                               10,635.8        10,623.1
Accumulated Other Comprehensive Loss                                        (31.1)          (31.5)
Retained Deficit                                                         (3,406.2)       (3,453.4)
--------------------------------------------------------------------------------------------------
    Total Shareholders' Equity                                            7,201.7         7,141.4
--------------------------------------------------------------------------------------------------
    Total Liabilities and Shareholders' Equity                         $ 12,662.4   $    12,665.1
==================================================================================================
</TABLE>

                            See accompanying notes.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                TRANSOCEAN INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In millions)
                                          (Unaudited)

                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                        2003           2002
                                                                    -------------  -------------
<S>                                                                 <C>            <C>
Cash Flows from Operating Activities
  Net income (loss)                                                 $       47.2   $    (1286.4)
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities
      Depreciation                                                         126.8          125.6
      Impairment loss on goodwill                                              -         1363.7
      Stock-based compensation expense                                       1.5            0.2
      Deferred income taxes                                                 27.6          (23.3)
      Equity in earnings of joint ventures                                  (3.6)          (1.9)
      Net gain from disposal of assets                                      (0.7)             -
      Impairment loss on long-lived assets                                   1.0            1.1
      Amortization of debt-related discounts/premiums, fair value
        adjustments and issue costs, net                                    (1.8)           1.3
      Deferred income, net                                                   7.0           (5.4)
      Deferred expenses, net                                                (4.8)           7.4
      Other, net                                                             5.8            5.0
      Changes in operating assets and liabilities
          Accounts receivable                                               17.6           (8.9)
          Accounts payable and other current liabilities                    42.4           (4.6)
          Income taxes receivable/payable, net                             (40.7)          15.8
          Other current assets                                             (34.5)         (27.6)
------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                  190.8          162.0
------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
  Capital expenditures                                                     (24.4)         (47.7)
  Proceeds from disposal of assets, net                                      2.2           43.4
  Joint ventures and other investments, net                                  1.4           (3.6)
------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                      (20.8)          (7.9)
------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
  Repayments under commercial paper program                                    -         (326.4)
  Repayments on other debt instruments                                     (47.8)         (85.0)
  Cash from termination of interest rate swaps                             173.5              -
  Net proceeds from issuance of ordinary shares under
    stock-based compensation plans                                          10.9            9.1
  Dividends paid                                                               -           (9.6)
  Financing costs                                                              -           (8.2)
  Other, net                                                                (0.4)           0.7
------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities                        136.2         (419.4)
------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                       306.2         (265.3)
------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Period                         1,214.2          853.4
------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                          $    1,520.4   $      588.1
================================================================================================
</TABLE>

                                  See accompanying notes.


                                        5
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE  1 - PRINCIPLES  OF  CONSOLIDATION

     Transocean  Inc.  (together  with its subsidiaries and predecessors, unless
the  context  requires  otherwise,  the  "Company")  is  a leading international
provider  of  offshore  and inland marine contract drilling services for oil and
gas  wells.  As  of  March  31,  2003,  the Company owned, had partial ownership
interests in or operated more than 170 mobile offshore and barge drilling units.
The  Company  contracts  its  drilling  rigs,  related  equipment and work crews
primarily  on  a  dayrate  basis  to  drill  oil  and  gas  wells.

     Intercompany  transactions  and  accounts  have been eliminated. The equity
method  of  accounting  is  used  for  investments  in  joint ventures where the
Company's  ownership  is  between 20 and 50 percent and for investments in joint
ventures  owned  more than 50 percent where the Company does not have control of
the  joint  venture.  The  cost  method of accounting is used for investments in
joint  ventures  where  the  Company's ownership is less than 20 percent and the
Company  does  not  have  control  of  the  joint  venture.

NOTE  2 - GENERAL

     BASIS  OF CONSOLIDATION - The accompanying condensed consolidated financial
statements  of  the  Company have been prepared without audit in accordance with
accounting  principles  generally  accepted  in  the  United States ("U.S.") for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation  S-X  of the Securities and Exchange Commission. Accordingly,
pursuant  to  such  rules  and  regulations,  these  financial statements do not
include  all disclosures required by accounting principles generally accepted in
the  U.S.  for  complete  financial  statements. Operating results for the three
month  period ended March 31, 2003 are not necessarily indicative of the results
that  may  be  expected  for the year ending December 31, 2003 or for any future
period.  The  accompanying condensed consolidated financial statements and notes
thereto  should  be  read in conjunction with the audited consolidated financial
statements  and  notes  thereto  included in the Company's Annual Report on Form
10-K  for  the  year  ended  December  31,  2002.

     ACCOUNTING  ESTIMATES  -  The  preparation  of  financial  statements  in
conformity  with  accounting  principles generally accepted in the U.S. requires
management to make estimates and assumptions that affect the reported amounts of
assets,  liabilities, revenues, expenses and disclosure of contingent assets and
liabilities. On an ongoing basis, the Company evaluates its estimates, including
those  related  to  bad debts, materials and supplies obsolescence, investments,
intangible  assets  and  goodwill,  property  and equipment and other long-lived
assets,  income  taxes,  financing  operations, workers' insurance, pensions and
other  post-retirement  and  employment benefits and contingent liabilities. The
Company  bases  its  estimates  on  historical  experience  and on various other
assumptions  that  are  believed  to  be reasonable under the circumstances, the
results  of  which form the basis for making judgments about the carrying values
of  assets  and  liabilities  that  are not readily apparent from other sources.
Actual  results  could  differ  from  such  estimates.

     SUPPLEMENTARY CASH FLOW INFORMATION - Cash payments for interest and income
taxes,  net,  were  $14.8 million and $24.3 million, respectively, for the three
months  ended  March  31, 2003 and $8.8 million and $21.3 million, respectively,
for  the  three  months  ended  March  31,  2002.

     GOODWILL  -  In  accordance with the Financial Accounting Standards Board's
("FASB")  Statement of Financial Accounting Standards ("SFAS") 142, Goodwill and
Other Intangible Assets, goodwill is tested for impairment at the reporting unit
level,  which  is defined as an operating segment or a component of an operating
segment that constitutes a business for which financial information is available
and  is  regularly  reviewed  by  management. Management has determined that the
Company's reporting units are the same as its operating segments for the purpose
of  allocating  goodwill  and the subsequent testing of goodwill for impairment.
Goodwill resulting from the merger transaction with Sedco Forex Holdings Limited
was  allocated  100  percent  to  the  Company's  International and U.S. Floater
Contract  Drilling  Services  segment.  Goodwill  resulting  from  the  merger
transaction (the "R&B Falcon merger") with R&B Falcon Corporation ("R&B Falcon",
now  known  as  "TODCO")  was  allocated  to  the Company's two reporting units,
International  and  U.S.  Floater  Contract Drilling Services and Gulf of Mexico
Shallow and Inland Water, at a ratio of


                                        6
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

68  percent and 32 percent, respectively. The allocation was determined based on
the  percentage  of each reporting unit's assets at fair value to the total fair
value of assets acquired in the R&B Falcon merger. The fair value was determined
from  a  third  party  valuation.

     During  the  first  quarter  of  2002, the Company implemented SFAS 142 and
performed the initial test of impairment of goodwill on its two reporting units.
The  test  was applied utilizing the estimated fair value of the reporting units
as of January 1, 2002 determined based on a combination of each reporting unit's
discounted  cash  flows  and  publicly  traded company multiples and acquisition
multiples  of  comparable  businesses.  There was no goodwill impairment for the
International  and  U.S.  Floater  Contract  Drilling  Services  reporting unit.
However, because of deterioration in market conditions that affected the Gulf of
Mexico Shallow and Inland Water business segment since the completion of the R&B
Falcon  merger,  a  $1,363.7  million  ($4.22  per  diluted share) impairment of
goodwill  was  recognized  as  a  cumulative  effect  of  a change in accounting
principle  in  the  first  quarter  of  2002.

     During the fourth quarter of 2002, the Company performed its annual test of
goodwill  impairment  as  of  October  1.  Due  to  a  general decline in market
conditions,  the  Company  recorded  a  non-cash  impairment  charge of $2,876.0
million  ($9.01  per diluted share) of which $2,494.1 million and $381.9 million
related  to  the  International  and U.S. Floater Contract Drilling Services and
Gulf  of  Mexico  Shallow  and  Inland  Water  reporting  units,  respectively.

     The  Company's  goodwill  balance,  after  giving  effect  to  the goodwill
write-downs,  was $2.2 billion as of March 31, 2003. The changes in the carrying
amount of goodwill as of March 31, 2003 are as follows (in millions):

<TABLE>
<CAPTION>
                                                           Balance at                Balance at
                                                           January 1,                 March 31,
                                                              2003       Other (a)      2003
                                                           -----------  ------------  ---------
<S>                                                        <C>          <C>           <C>

International and U.S. Floater Contract Drilling Services  $   2,218.2  $     (27.6)  $2,190.6
<FN>
_________________
(a)     Represents  favorable  adjustments during 2003 of non-U.S. tax-related pre-acquisition
        contingencies  related  to  the  R&B  Falcon  merger.
</TABLE>

     IMPAIRMENT  OF  OTHER  LONG-LIVED ASSETS - The carrying value of long-lived
assets, principally property and equipment, is reviewed for potential impairment
when  events  or  changes  in circumstances indicate that the carrying amount of
such assets may not be recoverable. For property and equipment held for use, the
determination  of  recoverability  is made based upon the estimated undiscounted
future  net  cash flows of the related asset or group of assets being evaluated.
Property and equipment held for sale are recorded at the lower of net book value
or  net  realizable  value.  See  Note  6.

     CAPITALIZED  INTEREST - Interest  costs for the construction and upgrade of
qualifying  assets  are  capitalized.  No interest was capitalized for the three
months  ended  March  31,  2003  and  2002.

     INCOME  TAXES - Income taxes have been provided based upon the tax laws and
rates  in  the countries in which operations are conducted and income is earned.
The  income  tax  rates  imposed by these taxing authorities vary substantially.
Taxable income may differ from pre-tax income for financial accounting purposes.
There  is  no  expected  relationship between the provision for income taxes and
income  before  income  taxes  because  the  countries  have  different taxation
regimes,  which  vary not only with respect to nominal rate but also in terms of
the  availability  of  deductions,  credits  and other benefits. Variations also
arise because income earned and taxed in any particular country or countries may
fluctuate  from  period  to  period. These factors, combined with lower expected
financial  results  for the year, are expected to lead to a higher effective tax
rate.


                                        7
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

     COMPREHENSIVE  INCOME - The  components  of accumulated other comprehensive
income  (loss)  as  of  March  31, 2003 and December 31, 2002 are as follows (in
millions):

<TABLE>
<CAPTION>
                                                       Unrealized        Other
                                         Gain on        Loss on       Comprehensive
                                       Terminated      Available-    Loss Related to     Minimum      Total Other
                                      Interest Rate     for-Sale     Unconsolidated      Pension     Comprehensive
                                          Swap         Securities     Joint Venture     Liability    Income (Loss)
                                     ---------------  ------------  -----------------  -----------  ---------------
<S>                                  <C>              <C>           <C>                <C>          <C>
Balance at December 31, 2002         $          3.6   $      (0.6)  $           (2.0)  $    (32.5)  $        (31.5)
  Other comprehensive income (loss)               -             -               (0.3)         0.7              0.4
                                     ---------------  ------------  -----------------  -----------  ---------------
Balance at March 31, 2003            $          3.6   $      (0.6)  $           (2.3)  $    (31.8)  $        (31.1)
                                     ===============  ============  =================  ===========  ===============
</TABLE>

     SEGMENTS - The Company's  operations  are  aggregated  into  two reportable
segments: (i) International and U.S. Floater Contract Drilling Services and (ii)
Gulf  of  Mexico  Shallow  and  Inland Water. The Company provides services with
different  types  of  drilling  equipment  in  several  geographic  regions. The
location  of  the  Company's operating assets and the allocation of resources to
build  or  upgrade  drilling  units is determined by the activities and needs of
clients.  See  Note  5.

     INTERIM  FINANCIAL  INFORMATION  -  The  condensed  consolidated  financial
statements  reflect  all  adjustments,  which are, in the opinion of management,
necessary for a fair statement of results of operations for the interim periods.
Such  adjustments  are  considered  to  be  of  a normal recurring nature unless
otherwise  identified.

     STOCK-BASED COMPENSATION - Through December 31, 2002 and in accordance with
the provisions of SFAS 123, Accounting for Stock-Based Compensation, the Company
had  elected  to  follow  the  Accounting  Principles  Board Opinion ("APB") 25,
Accounting  for  Stock  Issued  to  Employees,  and  related  interpretations in
accounting for its employee stock-based compensation plans. Effective January 1,
2003,  the  Company  adopted the fair value method of accounting for stock-based
compensation  using  the  prospective  method  of  transition  under  SFAS  123.


                                        8
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

     If  compensation  expense  for grants to employees under the incentive plan
and  the  stock  purchase  plan  for the periods prior to December 31, 2002 were
recognized  using the fair value method of accounting under SFAS 123 rather than
the  intrinsic  value method under APB 25, net income (loss) and earnings (loss)
per  share  would have been reduced to the pro forma amounts indicated below (in
millions,  except  per  share  data):

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March  31,
                                                                              ------------------
                                                                               2003      2002
                                                                              ------  ----------
<S>                                                                           <C>     <C>
     Net Income (Loss) as Reported                                            $47.2   $(1,286.4)

       Add back: Stock-based compensation expense included in reported
         net income (loss), net of related tax effects                          1.2         0.2
       Deduct: Total stock-based compensation expense determined under
         fair value based method for all awards, net of related tax effects
           Incentive Plan                                                      (4.6)       (4.4)
           Employee Stock Purchase Plan                                        (0.9)       (0.6)

                                                                              ------  ----------
       Pro Forma net income (loss)                                            $42.9   $(1,291.2)
                                                                              ======  ==========

     Basic Earnings (Loss) Per Share
       As Reported                                                            $0.15   $   (4.03)
       Pro Forma                                                               0.13       (4.05)

     Diluted Earnings (Loss) Per Share
       As Reported                                                            $0.15   $   (3.98)
       Pro Forma                                                               0.13       (4.00)
</TABLE>

     NEW  ACCOUNTING  PRONOUNCEMENTS  -  In  January  2003,  the  FASB  issued
Interpretation  ("FIN")  46, Consolidation of Variable Interest Entities. FIN 46
requires  companies  with  a  variable interest in a variable interest entity to
apply  this  guidance  to  that  entity as of the beginning of the first interim
period  beginning after June 15, 2003 for existing interests and immediately for
new interests. The application of the guidance could result in the consolidation
of  a  variable  interest  entity.  The Company is evaluating the impact of this
interpretation on its consolidated financial position and results of operations.

     Effective  January 2003, the Company implemented Emerging Issues Task Force
("EITF")  Issue No. 99-19, Reporting Revenues Gross as a Principal versus Net as
an  Agent. As a result of the implementation of the EITF, the costs incurred and
charged  to  the  Company's  clients  on  a reimbursable basis are recognized as
operating  and  maintenance  expense.  In  addition,  the  amounts billed to the
Company's  clients associated with these reimbursable costs are being recognized
as  client reimbursable revenue. Management expects client reimbursable revenues
and operating and maintenance expense to be between $80 million and $100 million
as  a  result  of  the  implementation  of  EITF 99-19. The change in accounting
principle  will  have  no  effect  on  the  Company's  results  of operations or
consolidated  financial  position.  Prior periods have not been reclassified, as
these  amounts  were  not  material.

     RECLASSIFICATIONS  -  Certain  reclassifications  have  been  made to prior
period  amounts  to  conform  with  the  current  period's  presentation.


                                        9
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

NOTE  3  -  DEBT

     Debt, net of unamortized discounts, premiums and fair value adjustments, is
comprised  of  the  following  (in  millions):

<TABLE>
<CAPTION>
                                                                               March 31,   December 31,
                                                                                  2003         2002
                                                                               ----------  -------------
<S>                                                                            <C>         <C>

6.5% Senior Notes, due April 2003(a)                                           $    239.5  $       239.7
Zero Coupon Convertible Debentures, due May 2020 (put options exercisable
  May 2003, May 2008 and May 2013) (a)(c)                                           531.0          527.2
9.125% Senior Notes, due December 2003                                               88.8           89.5
Amortizing Term Loan Agreement - Final Maturity December 2004                       262.5          300.0
6.75% Senior Notes, due April 2005 (b)                                              367.5          371.8
7.31% Nautilus Class A1 Amortizing Notes - Final Maturity May 2005                   94.8          104.7
9.41% Nautilus Class A2 Notes, due May 2005(a)                                       51.5           51.7
6.95% Senior Notes, due April 2008 (b)                                              272.6          277.2
9.5% Senior Notes, due December 2008 (b)                                            365.5          371.8
6.625% Notes, due April 2011 (b)                                                    805.5          803.7
7.375% Senior Notes, due April 2018                                                 250.5          250.5
1.5% Convertible Debentures, due May 2021 (put options exercisable May 2006,
  May 2011 and May 2016)                                                            400.0          400.0
8% Debentures, due April 2027                                                       198.0          198.0
7.45% Notes, due April 2027 (put options exercisable April 2007)                     94.7           94.6
7.5% Notes, due April 2031                                                          597.4          597.4
Other                                                                                   -            0.2
                                                                               ----------  -------------
   Total Debt                                                                     4,619.8        4,678.0
   Less Debt Due Within One Year (c)                                              1,051.7        1,048.1
                                                                               ----------  -------------
   Total Long-Term Debt                                                        $  3,568.1  $     3,629.9
                                                                               ==========  =============
<FN>
_______________
(a)  See Note 11.
(b)  At December 31, 2002, the Company was a party to interest rate swap
     agreements with respect to these debt instruments. See Note 4.
(c)  The Zero Coupon Convertible Debentures are classified as debt due within
     one year since the put options can be exercised in May 2003.
</TABLE>


                                       10
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

     The  scheduled maturity of the face value of the Company's debt assumes the
bondholders exercise their options to require the Company to repurchase the Zero
Coupon  Convertible  Debentures,  1.5% Convertible Debentures and 7.45% Notes in
May  2003,  May  2006  and  April  2007,  respectively,  and  is  as follows (in
millions):

                                                                  Twelve
                                                                  Months
                                                                  Ending
                                                                 March 31,
                                                              -------------

                                        2004                  $  1,062.6
                                        2005                       158.0
                                        2006                       407.9
                                        2007                       400.0
                                        2008                       100.0
                                        Thereafter               2,300.0
                                                              -------------
                                           Total              $  4,428.5
                                                              =============

     Commercial Paper Program - The Company has two revolving credit agreements,
described  below,  which  provide liquidity for commercial paper borrowings.  At
March  31, 2003, no amounts were outstanding under the Commercial Paper Program.

     Revolving  Credit  Agreements  -  The  Company  is a party to two revolving
credit  agreements,  a $550.0 million five-year revolving credit agreement dated
December  29, 2000 and a $250.0 million 364-day revolving credit agreement dated
December  26,  2002.  In  addition to providing for commercial paper borrowings,
these credit lines may also be drawn on directly.  At March 31, 2003, no amounts
were  outstanding  under  either  of  these  revolving  credit  agreements.

     Term  Loan  Agreement  -  The Company is a party to an amortizing unsecured
five-year term loan agreement dated December 16, 1999. Amounts outstanding under
the  Term  Loan Agreement bear interest, at the Company's option, at a base rate
or  London  Interbank Offered Rate ("LIBOR") plus a margin that varies depending
on  the  Company's  senior  unsecured public debt rating. At March 31, 2003, the
margin  was 0.70 percent per annum. The debt began to amortize in March 2002, at
a  rate  of  $25.0  million  per  quarter  in  2002.  In 2003 and 2004, the debt
amortizes  at  a rate of $37.5 million per quarter. As of March 31, 2003, $262.5
million  was  outstanding  under  this  agreement.

     Exchange  Offer  - In March 2002, the Company completed exchange offers and
consent  solicitations  for  TODCO's 6.5%, 6.75%, 6.95%, 7.375%, 9.125% and 9.5%
Senior  Notes  ("the  Exchange  Offer").  As  a  result  of  the Exchange Offer,
approximately  $234.5  million,  $342.3 million, $247.8 million, $246.5 million,
$76.9  million  and $289.8 million principal amount of TODCO's outstanding 6.5%,
6.75%, 6.95%, 7.375%, 9.125% and 9.5% Senior Notes, respectively, were exchanged
for  the  Company's  newly  issued  6.5%,  6.75%, 6.95%, 7.375%, 9.125% and 9.5%
Senior  Notes  having the same principal amount, interest rate, redemption terms
and  payment  and maturity dates. Because the holders of a majority in principal
amount  of each of these series of notes consented to the proposed amendments to
the  applicable  indenture  pursuant  to  which  the  notes  were  issued,  some
covenants,  restrictions  and  events  of  default  were  eliminated  from  the
indentures  with  respect  to  these  series of notes. After the Exchange Offer,
approximately  $5.0  million,  $7.7  million,  $2.2 million, $3.5 million, $10.2
million  and  $10.2  million  principal  amount  of the outstanding 6.5%, 6.75%,
6.95%,  7.375%, 9.125% and 9.5% Senior Notes, respectively, not exchanged remain
the  obligation  of  TODCO.  These  notes  are  combined  with  the notes of the
corresponding  series  issued  by  the Company in the above table. In connection
with  the Exchange Offer, TODCO paid $8.3 million in consent payments to holders
of  TODCO's  notes  whose  notes  were exchanged. The consent payments are being
amortized  as  an  increase  to  interest expense over the remaining term of the
respective  notes  and  such  amortization  is expected to be approximately $1.1
million  in  2003.


                                       11
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

NOTE  4  -  INTEREST  RATE  SWAPS

     In June 2001, the Company entered into interest rate swap agreements in the
aggregate  notional  amount  of $700.0 million with a group of banks relating to
the  Company's  $700.0  million  aggregate  principal amount of 6.625% Notes due
April  2011.  In  February  2002,  the  Company  entered into interest rate swap
agreements  with  a  group  of  banks in the aggregate notional amount of $900.0
million  relating  to the Company's $350.0 million aggregate principal amount of
6.75%  Senior Notes due April 2005, $250.0 million aggregate principal amount of
6.95%  Senior Notes due April 2008 and $300.0 million aggregate principal amount
of 9.5% Senior Notes due December 2008. The objective of each transaction was to
protect  the  debt against changes in fair value due to changes in the benchmark
interest  rate.  Under  each  interest rate swap, the Company received the fixed
rate  equal  to the coupon of the hedged item and paid the floating rate (LIBOR)
plus  a  margin  of  50 basis points, 246 basis points, 171 basis points and 413
basis  points,  respectively,  which were designated as the respective benchmark
interest  rates,  on  each  of  the interest payment dates until maturity of the
respective notes. The hedges were considered perfectly effective against changes
in  the  fair  value  of the debt due to changes in the benchmark interest rates
over  their term. As a result, the shortcut method applied and there was no need
to  periodically reassess the effectiveness of the hedges during the term of the
swaps.

     In  January  2003,  the  Company  terminated  the swaps with respect to its
6.75%,  6.95%  and 9.5% Senior Notes.  In March 2003, the Company terminated the
swaps  with respect to its 6.625% Notes.  As a result of these terminations, the
Company received cash proceeds, net of accrued interest, of approximately $173.5
million  that was recognized as a fair value adjustment to long-term debt in the
Company's  consolidated  balance  sheet and is being amortized as a reduction to
interest  expense  over  the  life of the underlying debt.  Such amortization is
expected  to  be  approximately $23.1 million ($0.07 per diluted share) in 2003.

     Deepwater  Drilling  LLC, an unconsolidated subsidiary in which the Company
has  a  50 percent ownership interest, has entered into interest rate swaps with
aggregate  market  values  netting  to  a liability of $5.0 million at March 31,
2003.  The  Company's  interest in these swaps was included in accumulated other
comprehensive  income,  net  of  tax,  with corresponding reductions to deferred
income  taxes  and  investments  in  and  advances  to  joint  ventures.

NOTE  5  -  SEGMENTS

     The  Company's  operations are aggregated into two reportable segments: (i)
International  and  U.S.  Floater  Contract  Drilling  Services and (ii) Gulf of
Mexico  Shallow  and  Inland  Water. The International and U.S. Floater Contract
Drilling  Services  segment  consists  of  fifth-generation semisubmersibles and
drillships,  other  deepwater  semisubmersibles  and  drillships,  mid-water
semisubmersibles  and  drillships,  non-U.S.  jackup drilling rigs, other mobile
offshore  drilling  units  and other assets used in support of offshore drilling
activities  and offshore support services. The Gulf of Mexico Shallow and Inland
Water  segment  consists  of  jackup  and  submersible  drilling rigs and inland
drilling barges located in the U.S. Gulf of Mexico and Trinidad, as well as land
and  lake  barge  drilling  units  located  in  Venezuela.  The Company provides
services  with  different  types  of  drilling  equipment  in several geographic
regions.  The  location of the Company's rigs and the allocation of resources to
build  or  upgrade  rigs  is  determined by the activities and needs of clients.
Accounting  policies  of the segments are the same as those described in Note 2.
The  Company accounts for intersegment revenue and expenses as if the revenue or
expenses  were  to  third  parties  at  current  market  prices.


                                       12
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

     Operating  revenues  and  income before income taxes, minority interest and
cumulative  effect of a change in accounting principle by segment are as follows
(in  millions):

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                                 ----------------
                                                                  2003     2002
                                                                 -------  -------
<S>                                                              <C>      <C>

Operating Revenues
  International and U.S. Floater Contract Drilling Services      $562.7   $623.2
  Gulf of Mexico Shallow and Inland Water                          53.3     44.7
                                                                 -------  -------
     Total Operating Revenues                                    $616.0   $667.9
                                                                 -------  -------

Operating income before general and administrative expense
  International and U.S. Floater Contract Drilling Services      $144.0   $194.9
  Gulf of Mexico Shallow and Inland Water                         (28.5)   (32.8)
                                                                 -------  -------
                                                                  115.5    162.1
  Unallocated general and administrative expense                  (13.9)   (19.8)
  Unallocated other income (expense), net                         (42.7)   (50.5)
                                                                 -------  -------
     Income before Income Taxes, Minority Interest and
       Cumulative Effect of a Change in Accounting Principle     $ 58.9   $ 91.8
                                                                 =======  =======

        Total assets by segment were as follows (in millions):

                                                            March 31,   December 31,
                                                              2003         2002
                                                           ----------  -------------

International and U.S. Floater Contract Drilling Services  $ 11,820.5  $    11,804.1
Gulf of Mexico Shallow and Inland Water                         841.9          861.0
                                                           ----------  -------------
  Total Assets                                             $ 12,662.4  $    12,665.1
                                                           ==========  =============
</TABLE>

NOTE  6  -  ASSET  DISPOSITIONS  AND  IMPAIRMENT  LOSS

     In  January  2003,  in the International and U.S. Floater Contract Drilling
Services  segment,  the Company completed the sale of a jackup rig, the RBF 160,
for  net  proceeds  of $13.0 million and recognized a net after-tax gain of $0.2
million.  The  proceeds  were  received  in  December  2002.

     During  the  three  months  ended  March  31,  2003, the Company settled an
insurance  claim and sold certain other assets for net proceeds of approximately
$2.2  million  and recorded net after-tax gains of $1.2 million in the Company's
International  and  U.S.  Floater  Contract  Drilling  Services  segment.

     In  March  2002,  in  the  International and U.S. Floater Contract Drilling
Services  segment,  the Company sold two semisubmersible rigs, the Transocean 96
and  Transocean  97,  for  net  proceeds  of  $30.7  million  and recognized net
after-tax  gains  of  $1.3  million.

     During  the  three  months  ended  March  31,  2002, the Company settled an
insurance  claim and sold certain other assets for net proceeds of approximately
$12.7  million and recorded net after-tax gains of $0.5 million in the Company's
International  and  U.S.  Floater  Contract  Drilling  Services  segment and net
after-tax  losses  of  $0.6  million in the Company's Gulf of Mexico Shallow and
Inland  Water  segment.

     During  the  three  months  ended  March  31,  2003, the Company recorded a
pre-tax  non-cash  impairment  charge  in  the  International  and  U.S. Floater
Contract  Drilling  Services  segment  of  $1.0 million, which resulted from the


                                       13
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

Company's  decision to discontinue its leases on its oil and gas properties. The
impairment  was determined and measured based on the remaining book value of the
asset  at  the  time  the  decision  was  made  to  discontinue  the  leases.

     During  the  three  months  ended  March  31,  2002, the Company recorded a
pre-tax non-cash impairment charge related to an asset held for sale in the Gulf
of  Mexico Shallow and Inland Water segment of $1.1 million, which resulted from
deterioration  in  market conditions. The impairment was determined and measured
based on an estimate of fair value derived from an offer from a potential buyer.

NOTE  7  -  EARNINGS  PER  SHARE

     The  reconciliation  of  the  numerator  and  denominator  used  for  the
computation  of basic and diluted earnings per share is as follows (in millions,
except  per  share  data):

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                               March  31,
                                                                         ----------------------
                                                                            2003        2002
                                                                         ----------  ----------
<S>                                                                      <C>         <C>
NUMERATOR FOR BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Income Before Cumulative Effect of a Change in Accounting Principle      $    47.2   $    77.3
Cumulative Effect of a Change in Accounting Principle                            -    (1,363.7)
                                                                         ----------  ----------
Net Income (Loss)                                                        $    47.2   $(1,286.4)
                                                                         ==========  ==========

DENOMINATOR FOR DILUTED EARNINGS (LOSS) PER SHARE
Weighted-average shares outstanding for basic earnings per share             319.7       319.1
   Effect of dilutive securities:
      Employee stock options and unvested stock grants                         1.3         2.3
      Warrants to purchase ordinary shares                                     0.6         1.7
                                                                         ----------  ----------
Adjusted weighted-average shares and assumed conversions for
     diluted earnings per share                                              321.6       323.1
                                                                         ==========  ==========

BASIC EARNINGS (LOSS) PER SHARE
   Income Before Cumulative Effect of a Change in Accounting Principle   $    0.15   $    0.24
   Cumulative Effect of a Change in Accounting Principle                         -       (4.27)
                                                                         ----------  ----------
   Net Income (Loss)                                                     $    0.15   $   (4.03)
                                                                         ==========  ==========

DILUTED EARNINGS (LOSS) PER SHARE
   Income Before Cumulative Effect of a Change in Accounting Principle   $    0.15   $    0.24
   Cumulative Effect of a Change in Accounting Principle                         -       (4.22)
                                                                         ----------  ----------
   Net Income (Loss)                                                     $    0.15   $   (3.98)
                                                                         ==========  ==========
</TABLE>

     Ordinary  shares subject to issuance pursuant to the conversion features of
the  convertible  debentures  are  not  included  in the calculation of adjusted
weighted-average  shares  and assumed conversions for diluted earnings per share
because  the  effect  of  including  those  shares  is  anti-dilutive.

NOTE  8  -  CONTINGENCIES

     Legal  Proceedings  -  In  1990 and 1991, two of the Company's subsidiaries
were  served  with  various  assessments collectively valued at approximately $7
million  from  the municipality of Rio de Janeiro, Brazil to collect a municipal
tax  on services. The Company believes that neither subsidiary is liable for the
taxes  and  has  contested  the  assessments in the Brazilian administrative and
court  systems.  The  Brazil  Supreme  Court rejected the Company's appeal of an
adverse  lower  court's ruling with respect to a June 1991 assessment, which was
valued  at  approximately


                                       14
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

$6  million.  The  Company  plans  to  challenge  the  assessment  in a separate
proceeding.  The  Company  recently  received a favorable ruling from the Brazil
Superior  Court of Justice in connection with a disputed August 1990 assessment.
The  Company is awaiting a ruling from the Taxpayer's Council in connection with
an  October  1990  assessment.  If  the  Company's  defenses  are  ultimately
unsuccessful,  the Company believes that the Brazilian government-controlled oil
company,  Petrobras,  has  a contractual obligation to reimburse the Company for
municipal  tax payments required to be paid by them. The Company does not expect
the  liability,  if  any,  resulting  from  these assessments to have a material
adverse  effect  on  its  business  or  consolidated  financial  position.

     In  March 1997, an action was filed by Mobil Exploration and Producing U.S.
Inc. and affiliates, St. Mary Land & Exploration and affiliates and Samuel Geary
and  Associates  Inc.  against the Company, certain underwriters at Lloyd's (the
"Underwriters")  and  an insurance broker in the 16th Judicial District Court of
St.  Mary  Parish,  Louisiana.  The  plaintiffs  alleged damages amounting to in
excess  of $50 million in connection with the drilling of a turnkey well in 1995
and 1996. The case was tried before a jury in January and February 2000, and the
jury  returned a verdict of approximately $30 million in favor of the plaintiffs
for  excess  drilling  costs,  loss of insurance proceeds, loss of hydrocarbons,
expenses  and interest. The Company and the Underwriters appealed such judgment,
and  the Louisiana Court of Appeals reduced the amount for which the Company may
be  responsible  to  less  than  $10  million. The plaintiffs requested that the
Supreme  Court  of  Louisiana  consider  the  matter  and reinstate the original
verdict.  The Company and the Underwriters also appealed to the Supreme Court of
Louisiana  requesting  that  the Court reduce the verdict or, in the case of the
Underwriters,  eliminate  any  liability  for  the verdict. Prior to the Supreme
Court  of  Louisiana  ruling on all such petitions, the Company settled with the
St. Mary group of plaintiffs and the State of Louisiana. Thereafter, the Supreme
Court  of  Louisiana  denied the applications for consideration by the remaining
plaintiffs but has not yet ruled on the Company's application or the application
of  the  Underwriters.  The  plaintiffs  may seek rehearing of the decision. The
Company  believes  that  any  amounts,  apart  from  a small deductible, paid in
settlement  or  which  may  ultimately  be  paid to the remaining plaintiffs are
covered  by  relevant  primary and excess liability insurance policies. However,
the  insurers  and  Underwriters  have  denied  all  coverage.  The  Company has
instituted  litigation  against  those  insurers and Underwriters to enforce its
rights under the relevant policies. While the Company cannot predict the outcome
of  such  litigation,  it does not expect that the ultimate outcome of this case
will  have  a  material adverse effect on its business or consolidated financial
position.

     The  Company  has  certain  other  actions or claims pending that have been
previously  discussed  and  reported in the Company's Annual Report on Form 10-K
for  the year ended December 31, 2002 and the Company's other reports filed with
the Securities and Exchange Commission. There have been no material developments
in  these  previously  reported  matters.  The  Company and its subsidiaries are
involved in a number of other lawsuits, all of which have arisen in the ordinary
course  of  the  Company's  business. The Company does not believe that ultimate
liability,  if any, resulting from any such other pending litigation will have a
material  adverse  effect  on  its  business or consolidated financial position.

     Letters  of  Credit  and  Surety  Bonds - The Company had letters of credit
outstanding  at  March  31, 2003 totaling $61.2 million. These letters of credit
guarantee  various contract bidding and insurance activities under various lines
provided  by  several  banks.

     As  is  customary  in  the contract drilling business, the Company also has
various  surety  bonds  totaling  $138.8  million  in  place that secure customs
obligations  relating to the importation of its rigs and certain performance and
other  obligations.

NOTE  9  -  RELATED  PARTY  TRANSACTIONS

     Delta Towing - In January 2003, Delta Towing LLC ("Delta Towing") failed to
make  its  scheduled  quarterly  interest  payment  of $1.7 million on the notes
receivable. The Company signed a 90-day waiver of the terms requiring payment of
interest.  As  of  March  31,  2003, payment had not been received. At March 31,
2003, the Company had interest receivable from Delta Towing of $2.9 million. See
Note  11.


                                       15
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

NOTE  10  -  RESTRUCTURING  CHARGES

     In  September  2002, the Company committed to a restructuring plan to close
its engineering office in Montrouge, France. The Company established a liability
of  $2.8  million  for the estimated severance-related costs associated with the
involuntary  termination  of  16 employees pursuant to this plan. The charge was
reported  as  operating  and  maintenance  expense in the International and U.S.
Floater  Contract  Drilling  Services  segment  in  the  Company's  consolidated
statements of operations.  Through March 31, 2003, $2.2 million had been paid to
15  employees  whose  positions  were  eliminated  as a result of this plan. The
Company  anticipates  that  substantially all amounts will be paid by the end of
the  second  quarter  of  2003.

     In  September  2002,  the  Company  committed to a restructuring plan for a
staff  reduction  in Norway as a result of a decline in activity in that region.
The  Company  established  a  liability  of  $1.2  million  for  the  estimated
severance-related  costs  associated  with  the  involuntary  termination of six
employees  pursuant  to  this  plan.  The  charge  was reported as operating and
maintenance  expense  in  the  International  and U.S. Floater Contract Drilling
Services segment in the Company's consolidated statements of operations. Through
March 31, 2003, $0.7 million had been paid representing full or partial payments
to five employees whose positions are being eliminated as a result of this plan.
The  Company  anticipates that substantially all amounts will be paid by the end
of  the  first  quarter  of  2005.

     In  September  2002,  the  Company  committed  to  a  restructuring plan to
consolidate certain functions and offices utilized in its Gulf of Mexico Shallow
and  Inland Water segment. The plan resulted in the closure of an administrative
office  and  warehouse in Louisiana and relocation of most of the operations and
administrative  functions  previously  conducted  at  that location. The Company
established  a  liability  of  $1.2  million for the estimated severance-related
costs  associated  with  the involuntary termination of 57 employees pursuant to
this  plan.  The charge was reported as operating and maintenance expense in the
Company's  consolidated  statements  of operations. Through March 31, 2003, $1.1
million  had been paid to 44 employees whose employment has been terminated as a
result of this plan. The Company anticipates that substantially all amounts will
be  paid  by  the  end  of  the  second  quarter  of  2003.

NOTE  11  -  SUBSEQUENT  EVENTS

     Debt  Repayments  -  In  April  2003,  the Company repaid all of the $239.5
million  principal amount outstanding 6.5% Senior Notes, plus accrued and unpaid
interest,  in accordance with their scheduled maturities. The Company funded the
repayment  from  existing  cash  balances.

     In  May 2003, the Company intends to repurchase and retire the entire $50.0
million principal amount outstanding 9.41% Nautilus Class A2 Notes due May 2005.
The  Company  expects  to  record  a  pre-tax  loss  on  retirement  of  debt of
approximately  $6.0  million.  The  Company expects to fund the repurchases from
existing  cash balances. No assurance can be given that the Company will be able
to  complete  this  repurchase  on  the  expected  terms  or  otherwise.

     Zero  Coupon  Convertible  Debentures  -  On  April  25,  2003, the Company
announced  that  holders  of  its Zero Coupon Convertible Debentures due May 24,
2020 have the option to require the Company to repurchase their debentures as of
May 24, 2003. Each holder of the debentures has the right to require the Company
to  repurchase  on May 24, 2003 all or any part of such holder's debentures at a
repurchase price of $628.57 per $1,000 principal amount.  Under the terms of the
debentures,  the Company has the option to pay for the debentures with cash, the
Company's  ordinary shares, or a combination of cash and shares, and has elected
to  pay  for the debentures solely with cash.  If all outstanding debentures are
surrendered  for  repurchase,  the  aggregate  cash  repurchase  price  will  be
approximately  $543.7  million.  The  Company  expects that virtually all of the
holders of the Zero Coupon Convertible Debentures will exercise their put option
in May 2003 and, at that time, the Company would recognize additional expense of
approximately  $11  million  as  a  pre-tax  loss on retirement of debt to fully
amortize the remaining debt issue costs related to these debentures. The Company
intends  to pay the repurchase price from existing cash balances. The


                                       16
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

debentures  are  convertible,  at  the  option of the holder, into 8.1566 of the
Company's  ordinary  shares  per  $1,000 principal amount, subject to adjustment
under  certain  circumstances.

     Delta  Towing  -  In  April 2003, Delta Towing failed to make its scheduled
quarterly  interest  payment.  In April 2003, Delta Towing also failed to make a
quarterly  interest  payment originally due in January 2003 that was deferred to
April  as  a  result  of  the  90-day waiver signed in January 2003. The Company
considers Delta Towing to be in default but believes that future cash flows will
result  in  payment  of  the  recorded  principal  and interest ultimately being
received.

     Nigeria  Strike  - In April 2003, members of the local branch of a Nigerian
union  initiated a strike on four of the Company's rigs working there. The labor
strike  began on April 16 on the semisubmersible M.G. Hulme, Jr. and on April 19
on  the semisubmersible rig Sedco 709 and the jackup rigs Trident VI and Trident
VIII. The striking workers have now departed the rigs, and the Company is in the
process  of  returning  all four of the rigs to service. The M.G. Hulme, Jr. has
resumed  operations.  The three remaining rigs are expected to resume operations
within  the  next week, although no assurance can be given that the Company will
be  able  to  return  the  three  rigs  to  service  in that time frame. At full
dayrates,  the  four rigs were contracted at rates that would result in combined
revenue  of  approximately $342,000 per day. The rigs do not earn dayrates until
they  return  to  service.


                                       17
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     The  following  information  should be read in conjunction with the audited
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual  Report  on  Form  10-K  for the year ended December 31, 2002.

OVERVIEW

     Transocean  Inc.  (together  with its subsidiaries and predecessors, unless
the  context  requires  otherwise,  the  "Company," "Transocean," "we, " "us" or
"our")  is  a  leading  international  provider  of  offshore  and inland marine
contract  drilling  services  for  oil  and  gas wells. As of April 30, 2003, we
owned,  had  partial  ownership  interests  in  or operated more than 170 mobile
offshore  and  barge  drilling  units.  As  of  this date, our fleet included 13
fifth-generation  semisubmersibles  and  drillships  ("floaters"),  15  other
deepwater floaters, 32 mid-water floaters and 55 jackup drilling rigs. Our fleet
also included 35 drilling barges, five tenders, three submersible drilling rigs,
two  platform  drilling  rigs,  a  mobile  offshore  production unit, and a land
drilling  rig,  as well as nine land rigs and three lake barges in Venezuela. We
contract  our  drilling  rigs,  related  equipment and work crews primarily on a
dayrate  basis  to drill oil and gas wells. We also provide additional services,
including  management  of  third-party  well  service  activities.

     We  have reclassified our floaters into a deepwater category, consisting of
our  fifth-generation  floaters  and  other  deepwater floaters, and a mid-water
category.  We  have  also reviewed the use of the term "deepwater" in connection
with our fleet. The term as used in the drilling industry to denote a particular
segment  of  the  market  varies  and  continues  to  evolve  with technological
improvements. We generally view the deepwater market sector as that which begins
in water depths of approximately 4,500 feet. Within our "deepwater" category, we
consider  our  "fifth-generation"  rigs  to  be  the  semisubmersibles Deepwater
Horizon,  Cajun  Express, Deepwater Nautilus, Sedco Energy and Sedco Express and
the  drillships  Deepwater  Discovery, Deepwater Expedition, Deepwater Frontier,
Deepwater  Millennium,  Deepwater  Pathfinder,  Discoverer Deep Seas, Discoverer
Enterprise  and Discoverer Spirit. The floaters comprising the "other deepwater"
sub-category  are  those  semisubmersible rigs and drillships which have a water
depth  capacity  of  at least 4,500 feet. The mid-water category is comprised of
those  floaters  with  a  water  depth capacity of less than 4,500 feet. We have
reclassified  these  rigs  to better reflect how we view, and how we believe our
investors  and  the  industry  view,  our  fleet.

     Our  operations  are  aggregated  into  two  reportable  segments:  (i)
International  and  U.S.  Floater  Contract  Drilling  Services and (ii) Gulf of
Mexico  Shallow  and  Inland  Water. The International and U.S. Floater Contract
Drilling  Services segment consists of semisubmersibles and drillships, non-U.S.
jackups,  other  mobile offshore drilling units and other assets used in support
of  offshore  drilling  activities  and  offshore  support services. The Gulf of
Mexico  Shallow  and  Inland  Water  segment  consists of jackup and submersible
drilling  rigs  located in the U. S. Gulf of Mexico and Trinidad and U.S. inland
drilling  barges,  as  well  as  land  and  lake barge drilling units located in
Venezuela.  We  provide  services  with different types of drilling equipment in
several  geographic  regions.  The  location  of  our rigs and the allocation of
resources  to build or upgrade rigs is determined by the activities and needs of
our  clients.

     As  a  result  of the implementation of Emerging Issues Task Force ("EITF")
Issue  No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent,
costs we incur that are charged to our clients on a reimbursable basis are being
recognized  as operating and maintenance expense beginning in 2003. In addition,
the  amounts  billed to our clients associated with these reimbursable costs are
being  recognized  as  operating  revenue.  We  expect the increase in operating
revenues  and  operating  and  maintenance  expense  resulting  from  this
implementation  to  be  between  $80 million and $100 million for the year 2003.
This  change  in  the accounting treatment for client reimbursables will have no
effect  on  our  results  of  operations  or consolidated financial position. We
previously  recorded  these charges and related reimbursements on a net basis in
operating  and  maintenance  expense.  Prior  period  amounts  have  not  been
reclassified,  as  the  amounts  were  not  material.

     In  July  2002,  we  announced plans to pursue a divestiture of our Gulf of
Mexico  Shallow  and  Inland  Water  business. In December 2002, our subsidiary,
TODCO,  formerly known as R&B Falcon Corporation, filed a registration statement
with  the  Securities and Exchange Commission ("SEC") relating to our previously
announced initial public offering of our Gulf of Mexico Shallow and Inland Water
business.  We  expect  to  separate  this business from Transocean and establish
TODCO as a publicly traded company. We are proceeding to reorganize TODCO as the


                                       18
<PAGE>
entity  that owns that business in preparation of the offering. We continue with
our  plan  to  transfer assets not used in this business from TODCO to our other
subsidiaries,  and  these  internal  transfers  will not affect the consolidated
financial  statements  of  Transocean.  We expect to complete the initial public
offering  when  market conditions warrant, subject to various factors. Given the
current general uncertainty in the equity and U.S. natural gas drilling markets,
we are unsure when the transaction could be completed on terms acceptable to us.
We  do  not  expect  to  sell all of our interest in TODCO in the initial public
offering.  Until  we  complete  the initial public offering transaction, we will
continue  to  operate  and  account  for  TODCO  primarily as our Gulf of Mexico
Shallow  and  Inland  Water  segment.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are  based upon our condensed consolidated financial statements. The
preparation  of  these  financial  statements  requires us to make estimates and
judgments  that  affect  the  reported amounts of assets, liabilities, revenues,
expenses  and  related  disclosure  of  contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
materials  and  supplies  obsolescence,  investments,  property  and  equipment,
intangible  assets  and  goodwill,  income taxes, financing operations, workers'
insurance,  pensions  and  other  post-retirement  and  employment  benefits and
contingent  liabilities.  We  base our estimates on historical experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances,  the  results  of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.

     We  believe  the following are our most critical accounting policies. These
policies  require significant judgments and estimates used in the preparation of
our  consolidated  financial  statements.

     Allowance for doubtful accounts-We establish reserves for doubtful accounts
on a case-by-case basis when we believe the required payment of specific amounts
owed  to  us  is  unlikely  to  occur.  We derive a majority of our revenue from
services  to  international  oil  companies  and  government-owned  or
government-controlled oil companies. Our receivables are concentrated in certain
oil-producing  countries.  We  generally  do  not  require  collateral  or other
security  to  support  client  receivables.  If  the  financial condition of our
clients  was  to  deteriorate or their access to freely convertible currency was
restricted,  resulting  in  impairment  of  their  ability  to make the required
payments,  additional  allowances  may  be  required.

     Valuation allowance for deferred tax assets-We record a valuation allowance
to  reduce our deferred tax assets to the amount that is more likely than not to
be  realized. While we have considered future taxable income and ongoing prudent
and  feasible  tax  planning  strategies in assessing the need for the valuation
allowance,  should  we  determine  that we would more likely than not be able to
realize  our  deferred  tax  assets  in the future in excess of our net recorded
amount,  an  adjustment  to the valuation allowance would increase income in the
period  such determination was made. Likewise, should we determine that we would
more  likely  than  not  be  able to realize all or part of our net deferred tax
asset  in  the  future,  an  adjustment  to the valuation allowance would reduce
income  in  the  period  such  determination  was  made.

     Goodwill  impairment-We  perform  a  test  for  impairment  of our goodwill
annually  as  of  October  1  as prescribed by Statement of Financial Accounting
Standards  ("SFAS") 142, Goodwill and Other Intangibles. Because our business is
cyclical  in  nature, goodwill could be significantly impaired depending on when
the  assessment  is  performed  in  the  business  cycle.  The fair value of our
reporting units is based on a blend of estimated discounted cash flows, publicly
traded  company  multiples  and acquisition multiples. Estimated discounted cash
flows  are  based on projected utilization and dayrates. Publicly traded company
multiples  and  acquisition  multiples  are  derived  from information on traded
shares and analysis of recent acquisitions in the marketplace, respectively, for
companies  with  operations  similar to ours. Changes in the assumptions used in
the  fair  value  calculation  could  result in an estimated reporting unit fair
value  that is below the carrying value, which may give rise to an impairment of
goodwill.  In  addition to the annual review, we also test for impairment should
an event occur or circumstances change that may indicate a reduction in the fair
value  of  a  reporting  unit  below  its  carrying  value.


                                       19
<PAGE>
     Property  and  equipment-Our property and equipment represents more than 60
percent  of  our  total  assets. We determine the carrying value of these assets
based  on  our property and equipment accounting policies, which incorporate our
estimates, assumptions and judgments relative to capitalized costs, useful lives
and  salvage  values  of  our  rigs.  We  review  our property and equipment for
impairment  when  events  or changes in circumstances indicate that the carrying
value  of such assets may be impaired or when reclassifications are made between
property  and  equipment  and  assets  held  for sale as prescribed by SFAS 144,
Accounting  for  Impairment  or Disposal of Long-Lived Assets.  Asset impairment
evaluations  are based on estimated undiscounted cash flows for the assets being
evaluated.  Our  estimates, assumptions and judgments used in the application of
our  property  and  equipment  accounting  policies  reflect  both  historical
experience and expectations regarding future industry conditions and operations.
Using different estimates, assumptions and judgments, especially those involving
the  useful  lives  of  our  rigs  and  expectations  regarding  future industry
conditions  and  operations, could result in different carrying values of assets
and  results  of  operations.

     Pension  and  Other Postretirement Benefits-Our defined benefit pension and
other  postretirement  benefit  (retiree  life  insurance  and medical benefits)
obligations  and  the related benefit costs are accounted for in accordance with
SFAS 87, Employers' Accounting for Pensions, and SFAS 106, Employers' Accounting
for  Postretirement  Benefits  Other  than  Pensions. Pension and postretirement
costs and obligations are actuarially determined and are affected by assumptions
including  expected  return  on  plan  assets,  discount  rates,  compensation
increases, employee turnover rates and health care cost trend rates. We evaluate
our  assumptions  periodically and make adjustments to these assumptions and the
recorded  liabilities  as  necessary.

     Two  of  the  most  critical assumptions are the expected long-term rate of
return on plan assets and the assumed discount rate. We evaluate our assumptions
regarding  the  estimated  long-term  rate  of  return  on  plan assets based on
historical  experience  and future expectations on investment returns, which are
calculated  by our third party investment advisor utilizing the asset allocation
classes  held  by  the  plan's  portfolios.  We utilize the Moody's Aa long-term
corporate bond yield as a basis for determining the discount rate for a majority
of  our  plans.  Changes  in  these  and other assumptions used in the actuarial
computations  could  impact  our  projected  benefit  obligations,  pension
liabilities,  pension  expense  and  other  comprehensive  income.  We  base our
determination  of  pension  expense on a market-related valuation of assets that
reduces  year-to-year  volatility.  This  market-related  valuation  recognizes
investment  gains  or losses over a five-year period from the year in which they
occur.  Investment  gains  or losses for this purpose are the difference between
the  expected return calculated using the market-related value of assets and the
actual  return  based  on  the  market-related  value  of  assets.

     Contingent  liabilities-We  establish  reserves  for  estimated  loss
contingencies  when we believe a loss is probable and the amount of the loss can
be  reasonably  estimated.  Revisions to contingent liabilities are reflected in
income  in  the  period  in which different facts or information become known or
circumstances  change  that  affect our previous assumptions with respect to the
likelihood or amount of loss. Reserves for contingent liabilities are based upon
our  assumptions  and  estimates  regarding  the probable outcome of the matter.
Should  the  outcome differ from our assumptions and estimates, revisions to the
estimated  reserves  for  contingent  liabilities  would  be  required.

OPERATING  RESULTS

     THREE  MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31,
2002

     Our  revenues  and  operating  and  maintenance  expense decreased by $51.9
million  and  $6.9  million,  respectively.  In  addition,  our  overall average
dayrate  and  utilization  decreased from $72,500 and 61%, respectively, for the
quarter  ended  March 31, 2002 to $69,100 and 55%, respectively, for the quarter
ended  March  31, 2003. These decreases were mainly attributable to a decline in
overall  market  conditions  and  resulted from a general uncertainty over world
economic  and  political  events.  Following  is  a  detailed  analysis  of  our
International  and  U.S.  Floater Contract Drilling Services segment and Gulf of
Mexico  Shallow  and  Inland  Water  segment  operating  results,  as well as an
analysis  of income and expense categories that we have not allocated to our two
segments.


                                       20
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL AND U.S. FLOATER CONTRACT DRILLING SERVICES SEGMENT


                                                      Three Months Ended
                                                           March 31,
                                                     --------------------
                                                       2003       2002       Change    % Change
                                                     ---------  ---------  ----------  ---------
<S>                                                  <C>        <C>        <C>         <C>
                                                    (In millions, except day amounts and % change)

Operating days (a)                                    5,882.3    6,883.9    (1,001.6)    (14.5)%
Utilization (a) (b) (d)                                  68.8%      82.0%        N/A     (16.1)%
Average dayrate (a) (c) (d)                          $ 91,600   $ 90,100   $   1,500        1.7%

Contract drilling revenues                           $  541.1   $  623.2   $   (82.1)    (13.2)%
Client reimbursable revenues                             21.6          -        21.6       N/M
                                                     ---------  ---------  ----------  ---------
                                                        562.7      623.2       (60.5)     (9.7)%
Operating and maintenance                               315.5      328.7       (13.2)     (4.0)%
Depreciation                                            103.6      102.3         1.3        1.3%
Impairment loss on long-lived assets                      1.0          -         1.0       N/M
Gain from sale of assets, net                            (1.4)      (2.7)        1.3     (48.1)%
                                                     ---------  ---------  ----------  ---------
Operating income before general and administrative
expense                                              $  144.0   $  194.9   $   (50.9)    (26.1)%
                                                     =========  =========  ==========  =========
<FN>
_______________
"N/A"  means  not  applicable
"N/M"  means  not  meaningful

(a)  Applicable  to  all  rigs.
(b)  Utilization  is  defined  as  the  total  actual  number  of  revenue  earning days as a
     percentage  of  the  total  number  of  calendar  days  in  the  period.
(c)  Average  dayrate is defined as contract drilling revenue earned per revenue earning day.
(d)  Effective  January  1,  2003,  the  calculation  of average dayrates and utilization has
     changed to include all rigs based on contract drilling revenues. Prior periods have been
     restated to reflect the change.
</TABLE>

     This  segment's  average  dayrates  and  utilization  (excluding rigs sold,
returned  to  owner  or  transferred between this segment and the Gulf of Mexico
Shallow  and Inland Water segment) decreased from $92,600 and 82% to $92,300 and
68%,  for  the three months ended March 31, 2002 compared to the same period for
2003,  respectively, which resulted in a decrease in operating revenues of $75.8
million.  Additional  decreases resulted from the sale of rigs ($6.5 million), a
leased rig returned to its owner ($1.4 million) and the transfer of a jackup rig
from  this segment to the Gulf of Mexico Shallow and Inland Water segment during
and  subsequent  to  the  first quarter of 2002 ($2.1 million).  These decreases
were partially offset by an increase in revenue from a rig transferred into this
segment  from  the Gulf of Mexico Shallow and Inland Water segment subsequent to
the  first  quarter  of  2002  ($4.6  million).

     Operating revenues for the three months ended March 31, 2003 included $21.6
million related to costs incurred and billed to clients on a reimbursable basis.
See  "-Overview."

     A  large  portion  of  our  operating  and  maintenance expense consists of
employee-related  costs  and  is  fixed  or  only  semi-variable.  Accordingly,
operating and maintenance expense does not vary in direct proportion to activity
or  dayrates.

     The  decrease  in  this  segment's  operating  and maintenance expenses was
primarily  due to rigs stacked as a result of lower utilization ($18.1 million),
sold ($5.8 million), removed from our active fleet ($2.4 million) or returned to
owner  ($1.4  million)  during  and  subsequent to the first quarter of 2002. In
addition,  we received $2.6 million in proceeds from an insurance claim recovery
in  the  first  quarter  of  2003.  Partially  offsetting  the  decreases  were
additional costs incurred relating to client reimbursable expenses recognized as
operating  and  maintenance  expense as


                                       21
<PAGE>
a  result  of  implementing  EITF  99-19  (see  "-Overview").  We  also incurred
additional expense resulting from the transfer of a jackup rig into this segment
from the Gulf of Mexico Shallow and Inland Water subsequent to the first quarter
of  2002  ($2.5  million).

GULF OF MEXICO SHALLOW AND INLAND WATER SEGMENT

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         March 31,
                                                   --------------------
                                                     2003       2002      Change   % Change
                                                   ---------  ---------  --------  ---------
                                                (In millions, except day amounts and % change)
<S>                                                <C>        <C>        <C>       <C>

Operating days (a)                                  2,622.0    2,281.3     340.7       14.9%
Utilization (a) (b) (d)                                38.3%      34.7%      N/A       10.4%
Average dayrate (a) (c) (d)                        $ 18,500   $ 19,600   $(1,100)     (5.6)%

Contract drilling revenues                         $   48.5   $   44.7   $   3.8        8.5%
Client reimbursable revenues                            4.8          -       4.8        N/M
                                                   ---------  ---------  --------  ---------
                                                       53.3       44.7       8.6       19.2%
Operating and maintenance                              58.6       52.3       6.3       12.0%
Depreciation                                           23.2       23.3      (0.1)     (0.4)%
Impairment loss on long-lived assets                      -        1.1      (1.1)       N/M
Loss from sale of assets, net                             -        0.8      (0.8)       N/M
                                                   ---------  ---------  --------  ---------
Operating loss before general and administrative
  expense                                          $  (28.5)  $  (32.8)  $   4.3       13.1%
                                                   =========  =========  ========  =========
<FN>

_________________
"N/A"  means  not  applicable
"N/M"  means  not  meaningful

(a)     Applicable  to  all  rigs.
(b)     Utilization is defined as the total actual number of revenue earning days as a
        percentage  of  the  total  number  of  calendar  days  in  the  period.
(c)     Average dayrate is defined as contract drilling revenue earned per revenue earning
        day.
(d)     Effective  January  1, 2003, the calculation of average dayrates and utilization was
        changed to include all rigs based on contract drilling revenues. Prior periods have been
        restated to reflect the change.
</TABLE>

     The  increase  in  this  segment's  operating revenues was primarily due to
increased  utilization from 34% for the three months ended March 31, 2002 to 38%
for the same period in 2003, excluding rigs transferred to the International and
U.S. Floater Contract Drilling Services segment or sold during and subsequent to
the  first  quarter  of  2002,  which resulted in an increase in revenue of $9.2
million.  The  increase  was partially offset by decreased average dayrates from
$20,300  (excluding the effect of the transfer of a jackup rig from this segment
into  the  International and U.S. Floater Contract Drilling Services segment and
the  sale  of  two  mobile offshore production units) for the three months ended
March  31,  2002  to  $18,500  for  the same period in 2003, which resulted in a
decrease  in  revenue  of  $4.7  million.

     Operating  revenues for the three months ended March 31, 2003 included $4.8
million related to costs incurred and billed to clients on a reimbursable basis.
See  "-Overview."

     A  large  portion  of  our  operating  and  maintenance expense consists of
employee-related  costs  and  is  fixed  or  only  semi-variable.  Accordingly,
operating and maintenance expense does not vary in direct proportion to activity
or  dayrates.

     The  increase  in  this  segment's  operating  and maintenance expenses was
primarily  due  to  an  increase  in  activity  resulting in increased personnel
expenses  ($4.9  million).  In  addition,  operating  and  maintenance  expenses
increased


                                       22
<PAGE>
due  to  costs  incurred  relating to client reimbursable expenses recognized as
operating  and maintenance expense as a result of implementing EITF 99-19 during
the  three  months  ended  March  31,  2003  (see  "-Overview"). The increase in
miscellaneous  and  administrative  expenses  of  $1.1  million  related  to  an
insurance  claim  provision  ($2.5  million)  partially  offset by a decrease in
provision  for  doubtful  accounts  ($1.3  million)  upon  collection of amounts
previously  reserved.  These  increases  were partially offset by lower expenses
resulting  from  a  reduction  in  maintenance  expenses  ($2.5 million) and the
transfer  of  a  jackup  rig  from  this segment into the International and U.S.
Floater  Contract  Drilling  Services  segment  ($0.8  million).

TOTAL COMPANY RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                        ---------------------
                                                           2003       2002      Change   % Change
                                                        ----------  ---------  --------  ---------
                                                               (In millions, except % change)
<S>                                                     <C>         <C>        <C>       <C>

General and Administrative Expense                      $    13.9   $   19.8   $  (5.9)    (29.8)%
Other (Income) Expense, net
  Equity in earnings of joint ventures                       (3.6)      (1.9)     (1.7)      89.5%
  Interest income                                            (6.9)      (4.2)     (2.7)      64.3%
  Interest expense                                           52.6       55.9      (3.3)     (5.9)%
  Other, net                                                  0.6        0.7      (0.1)    (14.3)%
Income Tax Expense                                           11.8       13.8      (2.0)    (14.5)%
Cumulative Effect of a Change in Accounting Principle           -   (1,363.7)  1,363.7        N/M
<FN>
_______________
"N/M"  means  not  meaningful
</TABLE>

     The  decrease  in  general  and  administrative  expense  was  primarily
attributable  to  $3.9 million of costs related to the exchange of our notes for
TODCO's  notes  in March 2002 as more fully described in Note 3 to our condensed
consolidated  financial  statements.  In  addition, personnel expenses decreased
$1.0  million  primarily  due  to  lower  pension expense in 2003 and a one-time
curtailment  gain  related  to  retiree  life  insurance.

     The  increase in equity in earnings of joint ventures was primarily related
to  our  60 percent share of the earnings of Deepwater Drilling II L.L.C. ("DDII
LLC"),  which owns the Deepwater Frontier, and our 50 percent share of Deepwater
Drilling  L.L.C.  ("DD  LLC"),  which  owns the Deepwater Pathfinder. These rigs
experienced  increased  utilization and average dayrates in the first quarter of
2003  compared  to the same period in 2002. Offsetting the increase in equity in
earnings  of joint ventures was our 25 percent share of losses from Delta Towing
Holdings,  L.L.C.  The increase in interest income was primarily due to interest
earned on higher average cash balances for the three months ended March 31, 2003
compared  to  the  same  period  in  2002.  The decrease in interest expense was
attributable  to  reductions in interest expense of $1.4 million associated with
debt  refinanced  and  retired  during and subsequent to March 31, 2002. We also
received  a  refund  of  interest  from  a  taxing  authority that resulted in a
reduction  in  interest  expense  of  $1.8  million.  Additionally, in the first
quarter  of 2003, we terminated our fixed to floating interest rate swaps, which
resulted  in  an  increase  in interest expense of $3.6 million as we paid fixed
interest rate on the underlying debt subsequent to the termination of the swaps.
Partially  offsetting these increases was a decrease in interest expense of $3.5
million  related  to  the  amortization  of the gain from the termination of the
interest  rate  swaps.

     We  operate  internationally  and provide for income taxes based on the tax
laws and rates in the countries in which we operate and earn income. There is no
expected  relationship  between the provision for income taxes and income before
income  taxes.

     During  the  three  months  ended  March 31, 2002, we recognized a $1,363.7
million  cumulative  effect  of  a change in accounting principle in our Gulf of
Mexico  Shallow  and  Inland Water segment related to the implementation of SFAS
142  as  more  fully described in Note 2 to our condensed consolidated financial
statements.


                                       23
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL  CONDITION

                                                            March 31,   December 31,               %
                                                               2003         2002       Change   Change
                                                            -------------------------------------------
                                                                 (In millions)
<S>                                                         <C>         <C>           <C>       <C>
TOTAL ASSETS
  International and U.S. Floater Contract Drilling Services $ 11,820.5  $   11,804.1  $  16.4      0.1%
  Gulf of Mexico Shallow and Inland Water                        841.9         861.0    (19.1)   (2.2)%
                                                            ----------  ------------  --------  -------
                                                            $ 12,662.4  $   12,665.1  $  (2.7)    N/M
                                                            ==========  ============  ========  =======
<FN>

_________________
"N/M"  means  not  meaningful
</TABLE>

     The  increase  in International and U.S. Floater Contract Drilling Services
assets  was  due  to an increase in temporary cash investments ($301.6 million).
This  increase  was  partially offset by the sale of a jackup rig ($18.0 million
net book value), normal depreciation during 2003 ($103.6 million), a decrease in
accounts  receivable  due  to  lower activity and adjustments to goodwill during
2003  primarily  resulting  from  the  release  of a pre-acquisition tax-related
contingency  related  to the merger with R&B Falcon Corporation. The decrease in
Gulf  of  Mexico  Shallow  and  Inland  Water assets was primarily due to normal
depreciation  during  2003  ($23.2  million).

RESTRUCTURING  CHARGES

     In  September  2002,  we committed to a restructuring plan to eliminate our
engineering  department located in Montrouge, France. We established a liability
of  $2.8  million  for the estimated severance-related costs associated with the
involuntary  termination  of  16 employees pursuant to this plan. The charge was
reported  as  operating  and  maintenance  expense in the International and U.S.
Floater  Contract  Drilling  Services  segment in our consolidated statements of
operations.  As  of  March  31, 2003, $2.2 million had been paid to 15 employees
whose  positions  were  eliminated  as a result of this plan. We anticipate that
substantially all amounts will be paid by the end of the second quarter of 2003.

     In  September  2002,  we  committed  to  a  restructuring  plan for a staff
reduction  in  Norway  as  a  result of a decline in activity in that region. We
established  a  liability  of  $1.2  million for the estimated severance-related
costs  associated  with the involuntary termination of six employees pursuant to
this  plan.  The charge was reported as operating and maintenance expense in the
International  and  U.S.  Floater  Contract  Drilling  Services  segment  in our
consolidated  statements  of  operations. As of March 31, 2003, $0.7 million had
been  paid  representing  full  or  partial  payments  to  five  employees whose
positions  have  been  eliminated  as  a result of this plan. We anticipate that
substantially  all amounts will be paid by the end of the first quarter of 2005.

     In  September  2002,  we  committed  to a restructuring plan to consolidate
certain  functions and offices utilized in our Gulf of Mexico Shallow and Inland
Water  segment. The plan resulted in the closure of an administrative office and
warehouse  in  Louisiana  and  relocation  of  most  of  the  operations  and
administrative functions previously conducted at that location. We established a
liability  of  $1.2 million for the estimated severance-related costs associated
with  the  involuntary  termination  of  57 employees pursuant to this plan. The
charge  was  reported  as  operating and maintenance expense in our consolidated
statements of operations. As of March 31, 2003, $1.1 million had been paid to 44
employees  whose  employment  has  been  terminated as a result of this plan. We
anticipate  that substantially all amounts will be paid by the end of the second
quarter  of  2003.

OUTLOOK

     Fleet  utilization  and average dayrates decreased within our International
and  U.S.  Floater  Contract Drilling Services business segment during the first
quarter  of  2003  compared  with  the fourth quarter of 2002. Fleet utilization
increased  slightly  and  average  dayrates  decreased within our Gulf of Mexico
Shallow  and  Inland  Water  business  segment  during the first quarter of 2003
compared  with  the  fourth  quarter  of  2002.


                                       24
<PAGE>
     Comparative  average  dayrates and utilization figures are set forth in the
table  below.

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                     ----------------------------------------
                                                                      March 31,    December 31,    March 31,
                                                                        2003           2002          2002
                                                                     -----------  --------------  -----------
<S>                                                                  <C>          <C>             <C>
AVERAGE DAYRATES (a)(b)(d)

INTERNATIONAL AND U.S. FLOATER CONTRACT DRILLING SERVICES SEGMENT:
  Deepwater
   5th Generation                                                    $  183,800   $     188,700   $  185,800
   Other Deepwater                                                   $  113,600   $     120,400   $  120,800
  Total Deepwater                                                    $  147,500   $     149,300   $  148,100
   Mid-Water                                                         $   77,200   $      84,400   $   81,500
   Jackups - Non-U.S.                                                $   56,900   $      57,700   $   58,700
   Other Rigs                                                        $   43,200   $      36,200   $   42,500
                                                                     -----------  --------------  -----------
Segment Total                                                        $   91,600   $      96,100   $   90,100
                                                                     -----------  --------------  -----------

GULF OF MEXICO SHALLOW AND INLAND WATER SEGMENT:
   Jackups and Submersibles                                          $   20,100   $      21,900   $   22,200
   Inland Barges                                                     $   17,600   $      19,600   $   19,200
   Other Rigs                                                        $   18,100   $      18,700   $   17,500
                                                                     -----------  --------------  -----------
Segment Total                                                        $   18,500   $      20,300   $   19,600
                                                                     -----------  --------------  -----------

Total Mobile Offshore Drilling Fleet                                 $   69,100   $      74,300   $   72,500
                                                                     ===========  ==============  ===========

UTILIZATION (a)(c)(d)

INTERNATIONAL AND U.S. FLOATER CONTRACT DRILLING SERVICES SEGMENT:
  Deepwater
   5th Generation                                                            97%             96%          81%
   Other Deepwater                                                           76%             96%          82%
  Total Deepwater                                                            85%             96%          82%
   Mid-Water                                                                 53%             57%          81%
   Jackups - Non-U.S.                                                        87%             83%          90%
   Other Rigs                                                                36%             48%          61%
                                                                     -----------  --------------  -----------
Segment Total                                                                69%             74%          82%
                                                                     -----------  --------------  -----------

GULF OF MEXICO SHALLOW AND INLAND WATER SEGMENT:
   Jackups and Submersibles                                                  32%             33%          22%
   Inland Barges                                                             47%             44%          40%
   Other Rigs                                                                32%             29%          55%
                                                                     -----------  --------------  -----------
Segment Total                                                                38%             37%          35%
                                                                     -----------  --------------  -----------
Total Mobile Offshore Drilling Fleet                                         55%             58%          61%
                                                                     ===========  ==============  ===========
<FN>

_________________
(a)     Applicable to all rigs.
(b)     Average dayrate is defined as contract drilling  revenue  earned  per  revenue  earning  day.
(c)     Utilization is defined as the  total actual number of revenue earning days as a percentage of the
        total  number  of  calendar  days  in  the  period.
(d)     Effective January 1, 2003, the calculation of average dayrates and utilization was changed to include
        all rigs based on contract drilling revenues. Prior periods have been restated to reflect the change.
</TABLE>


                                       25
<PAGE>
     Commodity  prices  have continued at relatively strong levels so far during
2003.  Crude  oil prices have been driven in large part by the war with Iraq and
the  political  turmoil  in Venezuela, although prices have softened somewhat in
recent weeks.  The cold winter weather and lower inventory levels have similarly
continued  to  support  strong  U.S.  natural  gas  prices.

     However,  demand  for  our  drilling rigs is driven in part by our clients'
perception  of  future  commodity  prices,  coupled  with a number of associated
factors  including  the  availability of drilling prospects, relative production
costs,  the  stage  of  reservoir  development and political environments. It is
unclear  why  the  current  strong  commodity  prices  have  not translated into
increased  drilling  activity, and we do not see any significant indication that
activity  will  increase  materially  in  the near-term other than some positive
signs  in  the  U.S.  Gulf  of  Mexico  shallow and inland water market sectors.

     We  see  mixed  signals  in the short-term outlook for our deepwater fleet.
There  are  opportunities  in the short-term for deepwater rigs in India and the
Far  East,  although  we are concerned about the existing oversupply in the U.S.
Gulf  of  Mexico.  However, we remain optimistic about the longer-term deepwater
outlook. The number of large discoveries in West Africa combined with continuing
exploratory  interest  in  that  region and growing demand for deepwater rigs in
India  and the Far East are positive developments supporting long-term deepwater
activity.

     The  non-U.S.  jackup  market  sector  remains strong, and we look for this
activity  level  to continue through 2003. Opportunities in Mexico and India are
contributing  to  an  already  relatively  strong  market  sector.

     The  mid-water  floater  business  remains  extremely  weak as this segment
continues  to  be  significantly oversupplied globally. While there should be an
increase  in activity for mid-water rigs in the North Sea due to seasonal summer
work,  the outlook there and elsewhere appears poor beyond that point. We expect
the  global  mid-water  sector  to  continue to be oversupplied throughout 2003.

     The  recovery  in the U.S. Gulf of Mexico shallow and inland market segment
has  been  limited  to date, although we believe there have been recent signs of
improvement.  We  believe  dayrates  for  shallow  water  jackups  could be in a
position  to  strengthen,  and the demand for jackups in Mexico and India should
also  continue  to  indirectly  help  this sector as rigs leave the U.S. Gulf of
Mexico  for these countries. We have also seen indications that U.S. natural gas
prices  will  remain  strong  over  the  near-term.

     The  contract  drilling market historically has been highly competitive and
cyclical,  and  we  are  unable  to  predict  the extent to which current market
conditions  will  continue.  A decline in oil or gas prices could further reduce
demand  for our contract drilling services and adversely affect both utilization
and  dayrates.

     In  April 2003, members of the local branch of a Nigerian union initiated a
strike  on four of our rigs working there. The labor strike began on April 16 on
the  semisubmersible  M.G. Hulme, Jr. and on April 19 on the semisubmersible rig
Sedco  709 and the jackup rigs Trident VI and Trident VIII. The striking workers
have  now  departed the rigs, and we are in the process of returning all four of
the  rigs  to  service.  The  M.G.  Hulme, Jr. has resumed operations. The three
remaining  rigs are expected to resume operations within the next week, although
no  assurance  can  be  given  that  we will be able to return the three rigs to
service  in  that time frame. At full dayrates, the four rigs were contracted at
rates  that  would result in combined revenue of approximately $342,000 per day.
The  rigs  do  not  earn  dayrates  until  they  return  to  service.

     We have a 60 percent ownership interest in an unconsolidated joint venture,
DDII  LLC,  which  owns  the  Deepwater Frontier. A subsidiary of ConocoPhillips
("ConocoPhillips")  owns the remaining 40 percent interest in DDII LLC. We share
management  of  the joint venture equally with ConocoPhillips, and DDII LLC is a
lessee  in  a synthetic lease financing facility entered into in connection with
the construction of the Deepwater Frontier. Pursuant to the lease financing, the
rig  is owned by a special purpose entity and leased to the joint venture. We do
not  own,  manage  or  control  the  special  purpose  entity.


                                       26
<PAGE>
     We  are  in  discussions  with ConocoPhillips to purchase their interest in
DDII  LLC.  If  we  were to purchase the remaining 40 percent interest we do not
already  own,  we  would  consolidate  DDII LLC as a subsidiary in our financial
statements.  In  this  event,  the  value  of  the  rig  and the debt and equity
financing associated with the lease would be reflected on our balance sheet as a
result of the application of the Financial Accounting Standards Board's ("FASB")
Interpretation  ("FIN")  46,  Consolidation  of  Variable  Interest Entities. We
expect  the  amount  of  the  debt  and  equity financing to be reflected on our
balance  sheet  to be approximately $165 million. No assurance can be given that
we  will be  able  to complete the purchase of ConocoPhillips' interest in DDII
LLC.

     In  May  2003,  we intend to repurchase and retire the entire $50.0 million
principal  amount  outstanding  9.41%  Nautilus  Class A2 Notes due May 2005. We
expect  to  fund  the  repurchases  from  existing cash balances and to record a
pre-tax  loss  on retirement of debt of approximately $6.0 million. No assurance
can  be  given  that we will be able to complete this repurchase on the expected
terms  or  otherwise.

     Each  holder of our Zero Coupon Convertible Debentures due May 24, 2020 has
the  option  to  require  us  to  repurchase  all  or  any part of such holder's
debentures  on  May  24, 2003 at a price of $628.57 per $1,000 principal amount.
Under  the terms of the debentures, we have the option to pay for the debentures
with  cash,  our  ordinary shares, or a combination of cash and shares, and have
elected  to  pay  for the repurchase of the debentures solely with cash.  If all
outstanding  debentures  are  surrendered  for  repurchase,  the  aggregate cash
repurchase price  will be approximately $544.0 million. We expect that virtually
all of the holders of the Zero Coupon Convertible Debentures will exercise their
put  option  in  May  2003.  If  all  outstanding debentures are surrendered for
repurchase,  we  would recognize additional expense of approximately $11 million
as  a  pre-tax  loss  on retirement of debt to fully amortize the remaining debt
issue  costs  related to these debentures. We intend to pay the repurchase price
from  existing  cash balances. The debentures are convertible into 8.1566 shares
of  our ordinary shares per $1,000 principal amount, subject to adjustment under
certain  circumstances.

     During  the  quarter  ended  March  31,  2003,  we deferred costs primarily
related  to  mobilizations  and  contract  preparation  of  $22.8  million  and
recognized amortization expense of previously deferred mobilization and contract
preparation  costs  of  $17.8  million.  We  expect to defer approximately $19.0
million  in  mobilization  and  contract  preparation  costs  and to amortize to
expense  approximately  $27.0  million  in  the  second  quarter  of  2003.  Our
expectations  are  based  upon  certain  of our rigs being awarded contracts for
which bids have been submitted and for those contracts that have been awarded to
begin  at  the contractual start date.  We cannot provide any assurance that the
contracts  under  bid will be awarded to us or that awarded contracts will begin
when  anticipated.  As  such, actual cost deferrals and amortizations could vary
from  these  estimates.

     Our income tax returns are subject to review and examination in the various
jurisdictions  in  which  we  operate.  The  U.S.  Internal  Revenue  Service is
currently  auditing the years 1999, the year we became a Cayman Islands company,
and 2000. In addition, other tax authorities have examined the amounts of income
and  expense  subject  to  tax  in  their jurisdiction for prior periods. We are
currently  contesting  additional assessments, which have been asserted, and may
contest  any  future  assessments. While the outcome of these assessments is not
presently  known,  we  do  not  believe  that  the  ultimate resolution of these
asserted  income  tax  liabilities  will  have  a material adverse effect on our
business  or  consolidated  financial  position.

     As  of  April  29,  2003,  approximately  58  percent and 27 percent of our
International  and  U.S.  Floater  Contract Drilling Services segment fleet days
were  committed  for  the remainder of 2003 and for the year 2004, respectively.
For our Gulf of Mexico Shallow and Inland Water segment, which has traditionally
operated  under  short-term contracts, committed fleet days were approximately 5
percent  for the remainder of 2003 and none are currently committed for the year
2004.


                                       27
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     SOURCES AND USES OF CASH

                                            Three Months Ended
                                                 March  31,
                                            -------------------
                                             2003       2002       Change
                                            -------  ----------  ----------
                                                     (In millions)
NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income (loss)                           $ 47.2   $(1,286.4)  $ 1,333.6
Depreciation                                 126.8       125.6         1.2
Other non-cash items                          32.0     1,348.1    (1,316.1)
Changes in working capital items             (15.2)      (25.3)       10.1
                                            -------  ----------  ----------
                                            $190.8   $   162.0   $    28.8
                                            =======  ==========  ==========

     Cash  generated  from  net  income  items  adjusted  for  non-cash activity
increased  $18.7 million. Cash provided by working capital items increased $10.1
million  due  to  lower activity resulting in a reduction in accounts receivable
coupled  with  an  increase  in  interest  payable due to the termination of our
interest  rate swaps in 2003 (see "-Derivative Instruments") partially offset by
a  decrease  in  income  tax  payable  and  an  increase in other current assets
resulting  from  prepayment  of  annual  insurance  premiums.

                                       Three Months Ended
                                            March  31,
                                        ----------------
                                         2003     2002     Change
                                        -------  -------  --------
                                              (In millions)
NET CASH USED IN INVESTING ACTIVITIES
  Capital expenditures                  $(24.4)  $(47.7)  $  23.3
  Proceeds from disposal of assets         2.2     43.4     (41.2)
  Other, net                               1.4     (3.6)      5.0
                                        -------  -------  --------
                                        $(20.8)  $ (7.9)  $ (12.9)
                                        =======  =======  ========

     Net  cash used in investing activities increased for the three months ended
March  31,  2003 as compared to the same period in the previous year as a result
of the reduction in proceeds from asset sales, which was partially offset by the
reduction in current quarter capital expenditures (see "-Capital Expenditures").

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March  31,
                                                                 ------------------
                                                                   2003      2002    Change
                                                                 --------  --------  -------
                                                                        (In millions)
<S>                                                              <C>       <C>       <C>

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
  Repayments under commercial paper program                      $     -   $(326.4)  $326.4
  Cash received from termination of interest rate swaps            173.5         -    173.5
  Repayments of debt obligations                                   (47.8)    (85.0)    37.2
  Other, net                                                        10.5      (8.0)    18.5
                                                                 --------  --------  -------
                                                                 $ 136.2   $(419.4)  $ 555.6
                                                                 ========  ========  =======
</TABLE>

     We  repaid  $326.4  million  under  our commercial paper program during the
quarter  ended March 31, 2002 while no such payment was made for the same period
in  2003.  For  the  first  quarter  of  2003,  we  received  interest rate swap
termination  proceeds  of  $173.5  million  (see "-Derivative Instruments"). The
decrease  in  repayments  of  debt obligations of $37.2 million was due to early
repayment  of  secured  rig  financing on the Trident IX and Trident 16 of $50.6
million  in  2002  partially offset by an increase in scheduled debt payments of
$13.4 million during the first quarter of 2003. The increase in cash provided in
other,  net  is due to $8.2 million in consent payments in March 2002 related to
the  exchange  of  our notes for R&B Falcon notes as well as an increase of $2.2
million  in  proceeds from the


                                       28
<PAGE>
issuance  of  shares  to  the  Employee  Share  Purchase  Program. Additionally,
dividends  of  $9.6  million  were paid in the first quarter of 2002. Payment of
dividends  was  discontinued  after  the  second  quarter  of  2002.

     CAPITAL  EXPENDITURES

     Capital  expenditures  totaled  $24.4 million during the three months ended
March  31,  2003.  During  2003,  we  expect to spend between $130.0 million and
$150.0  million  on  our  existing  fleet,  corporate  infrastructure  and major
upgrades.  A  substantial  majority of our expected capital expenditures in 2003
relates  to  the  International  and  U.S.  Floater  Contract  Drilling Services
segment.

     We  intend  to  fund  the  cash  requirements  relating  to  our  capital
expenditures through available cash balances, cash generated from operations and
asset  sales.  We  also  have  available  borrowings  under our revolving credit
agreements  and  commercial  paper program (see "-Sources of Liquidity") and may
engage  in  other  commercial  bank  or  capital  market  financings.

     ACQUISITIONS  AND  DISPOSITIONS

     From  time  to  time,  we  review  possible acquisitions or dispositions of
businesses  and  drilling  units  and may in the future make significant capital
commitments for such purposes. Any such acquisition could involve the payment by
us  of  a  substantial amount of cash or the issuance of a substantial number of
additional  ordinary  shares  or other securities. We would likely fund the cash
portion of any such acquisition through cash balances on hand, the incurrence of
additional  debt,  sales  of  assets,  ordinary  shares or other securities or a
combination  thereof.  In  addition,  from  time  to  time,  we  review possible
dispositions  of  drilling  units.

     In  January  2003,  in our International and U.S. Floater Contract Drilling
Services  segment,  we  completed the sale of a jackup rig, the RBF 160, for net
proceeds  of  $13.0 million and recognized a net after-tax gain of $0.2 million.
The  proceeds  were  received  in  December  2002.

     During the three months ended March 31, 2003, we settled an insurance claim
and sold certain other assets for net proceeds of approximately $2.2 million and
recorded  net  after-tax  gains  of  $1.2  million in our International and U.S.
Floater  Contract  Drilling  Services  segment.

     We  continue  to  proceed  with our previously announced plans to pursue an
initial public offering of our Gulf of Mexico Shallow and Inland Water business.
Our  plan  is  to  separate  this business from Transocean and establish it as a
publicly traded company. We are proceeding with our plans to reorganize TODCO as
the  entity that owns this business in preparation of the offering. We expect to
complete  the initial public offering when market conditions warrant, subject to
various  factors.  Given  the current general uncertainty in the equity and U.S.
natural  gas  drilling  markets,  we  are  unsure  when the transaction could be
completed  on  terms  acceptable  to  us.  See  "-Overview."

     SOURCES  OF  LIQUIDITY

     Our primary sources of liquidity in the first quarter of 2003 were our cash
flows  from  operations  and  proceeds from the termination of our interest rate
swaps.  Primary  uses  of  cash were debt repayment and capital expenditures. At
March  31,  2003,  we  had  $1,520.4  million  in  cash  and  cash  equivalents.

     We  anticipate  that we will rely primarily upon existing cash balances and
internally  generated  cash  flows  to maintain liquidity in 2003, as cash flows
from  operations  are  expected  to be positive and, together with existing cash
balances,  adequate  to fulfill anticipated obligations, including the potential
obligation to repurchase the Zero Coupon Convertible Debentures at the option of
the  holders.  See  Notes  3  and  11  to  our  condensed consolidated financial
statements.  From  time  to  time,  we  may  also  use  bank lines of credit and
commercial  paper  to  maintain  liquidity  for  short-term  cash  needs.


                                       29
<PAGE>
     We  intend to use the proceeds from the initial public offering of our Gulf
of  Mexico  Shallow and Inland Water business as well as any proceeds from asset
sales  (see  "-Acquisitions  and  Dispositions")  to  further  reduce  our  debt
balances.

     We intend to use cash from operations primarily to pay debt as it comes due
and  to  fund  capital  expenditures.  If  we seek to reduce our debt other than
through  scheduled  maturities,  we  could  do  so  through  repayment  of  bank
borrowings  or through repurchases or redemptions of, or tender offers for, debt
securities.  At  March  31,  2003  and  December  31,  2002,  our total debt was
$4,619.8  million  and  $4,678.0  million,  respectively.  We have significantly
reduced  capital  expenditures  compared to prior years due to the completion of
our  newbuild program in 2001.  During the first quarter of 2003, we reduced net
debt, defined as total debt less swap receivables and cash and cash equivalents,
by  $183.1 million. The components of net debt at carrying value were as follows
(in  millions):

                                                      March 31,    December 31,
                                                        2003           2002
                                                     -----------  --------------
          Total Debt                                 $  4,619.8   $     4,678.0
          Less: Cash and cash equivalents              (1,520.4)       (1,214.2)
               Swap receivables                               -          (181.3)

     We  believe net debt provides useful information regarding the level of our
indebtedness  by  reflecting  cash  and  investments that could be used to repay
debt.  Net  debt  has  been consistently reduced since 2001 due to the fact that
cash  flows,  primarily  from operations and asset sales, have been greater than
that  needed  for  capital  expenditures.

     Our  internally generated cash flow is directly related to our business and
the  market segments in which we operate. Should the drilling market deteriorate
further,  or should we experience poor results in our operations, cash flow from
operations  may be reduced. However, we have continued to generate positive cash
flow  from  operating  activities  over  recent  years.

     We  have access to $800 million in bank lines of credit under two revolving
credit  agreements,  a  364-day  revolving  credit  agreement providing for $250
million  in  borrowings  and expiring in December 2003 and a five-year revolving
credit  agreement  providing  for  $550  million  in  borrowings and expiring in
December  2005.  These  credit lines are used primarily to back our $800 million
commercial  paper  program  and  may  also be drawn on directly. As of March 31,
2003,  none  of  the  credit  line  capacity  was  utilized.

     The  bank  credit  lines  require  compliance  with  various  covenants and
provisions  customary  for  agreements  of  this  nature,  including an interest
coverage  ratio and leverage ratio, both as defined by the credit agreements, of
not  less  than  three  to one and not greater than 40 percent, respectively. In
calculating  the  leverage ratio, the credit agreements specifically exclude the
impact  on total capital of all non-cash goodwill impairment charges recorded in
compliance  with  SFAS  142  (see Note 2 to our condensed consolidated financial
statements).  Other  provisions  of the credit agreements include limitations on
creating  liens,  incurring  debt,  transactions with affiliates, sale/leaseback
transactions and mergers and sale of substantially all assets. Should we fail to
comply with these covenants, we would be in default and may lose access to these
facilities.  A loss of the bank facilities would also cause us to lose access to
the commercial paper markets. We are also subject to various covenants under the
indentures  pursuant to which our public debt was issued, including restrictions
on  creating  liens,  engaging  in  sale/leaseback  transactions and engaging in
merger, consolidation or reorganization transactions. A default under our public
debt  could trigger a default under our credit lines and cause us to lose access
to  these facilities. See Note 8 to our consolidated financial statements in our
Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  2002 for a
description  of  our  credit  agreements  and  debt  securities.

     In  April  2001,  the  Securities  and Exchange Commission ("SEC") declared
effective our shelf registration statement on Form S-3 for the proposed offering
from  time  to  time  of  up  to  $2.0  billion  in  gross proceeds of senior or
subordinated debt securities, preference shares, ordinary shares and warrants to
purchase  debt  securities,  preference  shares,  ordinary  shares  or  other
securities.  At  March  31,  2003,  $1.6 billion in gross proceeds of securities
remained  unissued  under  the  shelf  registration  statement.


                                       30
<PAGE>
     Our  access  to commercial paper, debt and equity markets may be reduced or
closed  to us due to a variety of events, including, among others, downgrades of
ratings  of our debt and commercial paper, industry conditions, general economic
conditions,  market  conditions  and  market perceptions of us and our industry.

     Our contractual obligations in the table below include our debt obligations
at  face  value.

<TABLE>
<CAPTION>
                                        For the twelve months ending March 31,
                               ---------------------------------------------------------
                                Total       2004     2005-2006    2007-2008   Thereafter
                               --------  ----------  ----------  -----------  ----------
<S>                            <C>       <C>         <C>         <C>          <C>
                                                    (In millions)
     CONTRACTUAL OBLIGATIONS
     Debt                      $4,428.5  $  1,062.6  $    565.9  $     500.0  $  2,300.0
                               ========  ==========  ==========  ===========  ==========
</TABLE>

     The  bondholders  may,  at  their option, require us to repurchase the Zero
Coupon Convertible Debentures due 2020, the 1.5% Convertible Debentures due 2021
and the 7.45% Notes due 2027 in May 2003, May 2006 and April 2007, respectively.
With  regard to both series of the Convertible Debentures, we have the option to
pay  the  repurchase  price in cash, ordinary shares, or any combination of cash
and  ordinary  shares.  We  have  elected to pay for the Zero Coupon Convertible
Debentures we repurchase in May 2003 with existing cash. The chart above assumes
that  the holders of these Convertible Debentures and notes exercise the options
at  the first available date. We expect virtually all of the holders of the Zero
Coupon Convertible Debentures will exercise their put option in May 2003 and, at
that time, we would recognize additional expense of approximately $11 million as
a  loss  on  retirement of debt to fully amortize the remaining debt issue costs
related  to these debentures. We are also required to repurchase the convertible
debentures  at  the  option  of  the  holders at other later dates as more fully
described  in  Note  8  to  our  consolidated financial statements in our Annual
Report  on  Form  10-K  for  the  year  ended  December  31,  2002.

     In  April  2003,  we  repaid  all  of  the  $239.5 million principal amount
outstanding  6.5%  Senior  Notes  in accordance with their scheduled maturities,
plus  interest accrued and unpaid to the repayment date. We funded the repayment
from  existing  cash  balances.

     In  May  2003,  we intend to repurchase and retire all of the $50.0 million
principal  amount  outstanding  9.41%  Nautilus  Class A2 Notes due May 2005. We
expect  to fund the repurchases from existing cash balances. No assurance can be
given  that we will be able to complete this repurchase on the expected terms or
otherwise.

     We  have  certain  operating leases that have been previously discussed and
reported in our Annual Report on Form 10-K for the year ended December 31, 2002.
There  have  been  no  material  changes  in  these  previously reported leases.


                                       31
<PAGE>
     At  March  31,  2003,  we  had  other commitments that we are contractually
obligated  to  fulfill  with  cash  should  the  obligations  be  called.  These
obligations  consisted  primarily of standby letters of credit and surety bonds,
that  guarantee  our  performance  as  it  relates  to  our  drilling contracts,
insurance, tax and other obligations in various jurisdictions. Letters of credit
are  issued  under  a  number  of  facilities  provided  by  several  banks. The
obligations  that  are  the  subject  of  these  surety bonds are geographically
concentrated  in  the United States, Brazil and Nigeria. These letters of credit
and  surety bond obligations are not normally called as we typically comply with
the underlying performance requirement. The table below provides a list of these
obligations  in  U.S. dollar equivalents and their time to expiration. It should
be  noted  that  these  obligations  could  be  called  at any time prior to the
expiration  dates.

<TABLE>
<CAPTION>
                                                        For the twelve months ending March 31,
                                                -------------------------------------------------------
                                                Total     2004      2005-2006    2007-2008   Thereafter
                                                ------  ----------  ----------  -----------  ----------
<S>                                             <C>     <C>         <C>         <C>          <C>
                                                                      (In millions)
OTHER COMMERCIAL COMMITMENTS
Standby Letters of Credit                       $ 61.2  $     44.5  $     12.3  $       4.4  $       -
Surety Bonds                                     138.8        75.8        63.0            -          -
Purchase Option Guarantees  Joint Ventures (a)   208.9       208.9           -            -          -
Other Commitments                                  0.1           -         0.1            -          -
                                                ------  ----------  ----------  -----------  ----------
  Total                                         $409.0  $    329.2  $     75.4  $       4.4  $       -
                                                ======  ==========  ==========  ===========  ==========
<FN>
  ___________________________
  (a)   See  "-Special  Purpose  Entities".
</TABLE>

DERIVATIVE  INSTRUMENTS

     We have established policies and procedures for derivative instruments that
have  been  approved  by  our Board of Directors.  These policies and procedures
provide  for the prior approval of derivative instruments by our Chief Financial
Officer.  From time to time, we may enter into a variety of derivative financial
instruments in connection with the management of our exposure to fluctuations in
foreign  exchange  rates  and  interest  rates.  We do not enter into derivative
transactions for speculative purposes; however, for accounting purposes, certain
transactions  may  not  meet  the  criteria  for  hedge  accounting.

     As  more  fully described in Note 4 to our condensed consolidated financial
statements,  we  were a party to interest rate swap agreements with an aggregate
notional  amount  of  $1.6  billion  at  December  31, 2002. We terminated these
agreements  during the first quarter of 2003. As a result of these terminations,
we  had  an  aggregate  fair  value  adjustment  of approximately $173.5 million
included in long-term debt in our condensed consolidated balance sheet, which is
being  amortized  as  a  reduction  to  interest  expense  over  the life of the
underlying  debt.

     DD  LLC,  an  unconsolidated  joint  venture  in which we have a 50 percent
ownership  interest,  has entered into interest rate swaps with aggregate market
values netting to a liability of $5.0 million at March 31, 2003. Our interest in
these  swaps  is included in accumulated other comprehensive income, net of tax,
with  corresponding  reductions  to deferred income taxes and investments in and
advances  to  joint  ventures  in  our  condensed  consolidated  balance  sheet.

SPECIAL  PURPOSE  ENTITIES,  SALE/LEASEBACK  TRANSACTION  AND  RELATED  PARTY
TRANSACTIONS

     We  have  transactions  with  certain  special purpose entities and related
parties  and  we are a party to a sale/leaseback transaction. These transactions
have  been  previously  discussed and reported in our Annual Report on Form 10-K
for  the  year  ended December 31, 2002.

     In  January  2003,  Delta  Towing  LLC  ("Delta Towing") failed to make its
scheduled  quarterly interest payment of $1.7 million on the note receivable and
we  signed  a 90-day waiver of the terms requiring payment of interest. In April
2003, Delta Towing failed to make their scheduled quarterly interest payment. In
April  2003,  Delta  Towing  also  failed  to  make a quarterly interest payment
originally  due  in  January  2003 that was deferred to April as a result of the
90-day  waiver signed in January 2003. We consider Delta Towing to be in default
but  believe future cash flows will result in payment ultimately being received.

     We  are  in  discussions  with ConocoPhillips to purchase their interest in
DDII  LLC.  See  "-Outlook."

     There  have been no other material developments with regards to the special
purpose  entities,  sale/leaseback  transaction  or  other  related  party
transactions.


                                       32
<PAGE>
NEW  ACCOUNTING  PRONOUNCEMENTS

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities.  FIN  46  requires  companies  with  a variable interest in a variable
interest entity to apply this guidance to that entity as of the beginning of the
first  interim  period  beginning after June 15, 2003 for existing interests and
immediately  for  new interests. The application of the guidance could result in
the consolidation of a variable interest entity. We are evaluating the impact of
this  interpretation  on  our  consolidated  financial  position  and results of
operations.

     Effective January 2003, we implemented EITF 99-19, Reporting Revenues Gross
as a Principal versus Net as an Agent.  As a result of the implementation of the
EITF,  the costs incurred and charged to our clients on a reimbursable basis are
recognized  as  operating  and  maintenance  expense.  In  addition, the amounts
billed  to  our  clients  associated  with  these  reimbursable  costs are being
recognized  as  client  reimbursable  revenue.  We  expect  client  reimbursable
revenues  and  operating  and  maintenance expense to be between $80 million and
$100  million  as  a  result  of  implementation  of  EITF 99-19.  The change in
accounting  principle  will  have  no  effect  on  our  results of operations or
consolidated  financial  position.  Prior periods have not been reclassified, as
these  amounts  were  not  material.

FORWARD-LOOKING  INFORMATION

     The statements included in this quarterly report regarding future financial
performance  and  results  of  operations  and  other  statements  that  are not
historical  facts  are  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934. Statements to the effect that the Company or management "anticipates,"
"believes,"  "budgets," "estimates," "expects," "forecasts," "intends," "plans,"
"predicts,"  or "projects" a particular result or course of events, or that such
result  or  course  of  events  "could," "might," "may," "scheduled" or "should"
occur,  and  similar  expressions, are also intended to identify forward-looking
statements. Forward-looking statements in this quarterly report include, but are
not  limited  to,  statements  involving  payment  of severance costs, potential
revenues,  increased expenses, the effect on revenues and expenses of the change
in  accounting  treatment  for  client  reimbursables, client drilling programs,
supply  and  demand,  utilization  rates,  dayrates,  planned shipyard projects,
expected  downtime,  opportunities for deepwater rigs in India and the Far East,
positive  signs  in  the  U.S.  Gulf  of Mexico shallow and inland water sector,
deepwater,  mid-water  and the shallow and inland water markets, market outlooks
for  our  various  geographical  operating  sectors,  the non-U.S. jackup market
sector,  client  interest  in  the Gulf of Mexico Shallow and Inland Water barge
rigs,  future  activity in the International and U. S. Floater Contract Drilling
Services  and  Gulf  of  Mexico  Shallow and Inland Water segments, the possible
purchase  of  the  remaining  interest  in the joint venture that owns Deepwater
Frontier  and  related  consequences,  the  effect of the strike in Nigeria, the
outcome  and  effect  of the U.S. Internal Revenue Service audit and the various
tax assessments, deferred costs, the planned initial public offering of our Gulf
of  Mexico  Shallow  and  Inland  Water  business  (including  the timing of the
offering  and  portion sold), the U.S. gas drilling market, planned asset sales,
the Company's other expectations with regard to market outlook, expected capital
expenditures,  results  and  effects  of  legal proceedings, liabilities for tax
issues,  liquidity,  positive  cash  flow  from  operations, the exercise of the
option  of holders of Zero Coupon Convertible Debentures or the 1.5% Convertible
Debentures  to  require the Company to repurchase the debentures, the repurchase
of  the  9.41% Nautilus Class A2 Notes due May 2005, the source of funds for the
repurchase prices, receipt of principal and interest on debt owed to the Company
by  Delta  Towing,  adequacy  of  cash  flow  for  2003  obligations, effects of
accounting  changes,  and the timing and cost of completion of capital projects.
Such  statements  are  subject to numerous risks, uncertainties and assumptions,
including,  but  not limited to, worldwide demand for oil and gas, uncertainties
relating  to  the  level  of  activity  in  offshore oil and gas exploration and
development,  exploration  success  by  producers, oil and gas prices (including
U.S.  natural gas prices), securities market conditions, demand for offshore and
inland  water  rigs,  competition and market conditions in the contract drilling
industry,  our  ability  to  successfully  integrate  the operations of acquired
businesses,  delays  or  terminations  of  drilling contracts due to a number of
events,  delays  or  cost  overruns  on  construction  and shipyard projects and
possible  cancellation  of  drilling  contracts  as  a  result  of  delays  or
performance,  our  ability  to enter into and the terms of future contracts, the
availability  of  qualified  personnel,  labor  relations  and  the  outcome  of
negotiations  with unions representing workers, operating hazards, political and
other  uncertainties  inherent  in  non-U.S.  operations (including exchange and
currency  fluctuations),  risks  of  war,  terrorism  and  cancellation  or
unavailability  of  certain  insurance coverage, the impact of governmental laws
and regulations, the adequacy of sources of liquidity, the effect and results of
litigation,  audits  and contingencies and other factors discussed in our Annual
Report  on  Form  10-K for the year ended December 31, 2002 and in the Company's
other  filings  with  the  SEC,  which are available free of charge on the SEC's
website  at  www.sec.gov.  Should  one  or  more of these risks or uncertainties
materialize,  or  should  underlying


                                       33
<PAGE>
assumptions  prove  incorrect,  actual  results  may  vary materially from those
indicated.  You  should  not place undue reliance on forward-looking statements.
Each  forward-looking  statement  speaks  only  as of the date of the particular
statement,  and  we  undertake  no  obligation  to publicly update or revise any
forward-looking  statements.




                                       34
<PAGE>
ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

INTEREST  RATE  RISK

     Our exposure to market risk for changes in interest rates relates primarily
to  our  long-term  and  short-term  debt  obligations. The table below presents
scheduled  debt  maturities and related weighted-average interest rates for each
of  the  twelve-month periods ending March 31 relating to debt obligations as of
March  31,  2003.  Weighted-average  variable  rates are based on LIBOR rates at
March  31,  2003,  plus  applicable  margins.

     At March 31, 2003 (in millions, except interest rate percentages):

<TABLE>
<CAPTION>
                                              Scheduled Maturity Date (a) (b)                     Fair Value
                            --------------------------------------------------------------------  ----------
                             2004     2005     2006     2007     2008     Thereafter     Total     03/31/03
                            -------  -------  -------  -------  -------  ------------  ---------  ----------
<S>                         <C>      <C>      <C>      <C>      <C>      <C>           <C>        <C>
Total debt
  Fixed Rate                $912.6   $ 45.5   $407.9   $400.0   $100.0   $   2,300.0   $4,166.0   $ 4,608.1
     Average interest rate     4.6%     7.3%     7.1%     1.5%     7.5%          7.5%       6.2%
  Variable Rate             $150.0   $112.5        -        -        -             -   $  262.5   $  262.5
     Average interest rate     2.1%     2.1%       -        -        -             -        2.1%
<FN>
__________________________
(a)     Maturity  dates  of  the  face  value  of  our  debt  assumes  the  put options on the Zero Coupon
        Convertible Debentures, 1.5% Convertible Debentures and 7.45% Notes will be exercised in May 2003,
        May 2006 and  April  2007,  respectively.
(b)     Expected  maturity  amounts  are  based  on  the  face  value  of  debt.
</TABLE>

     At  March  31,  2003,  we had approximately $262.5 million of variable rate
debt  at  face  value  (six percent of total debt at face value).  This variable
rate debt represented term bank debt. Given outstanding amounts as of that date,
a  one percent rise in interest rates would result in an additional $2.0 million
in  interest  expense  per  year.  Offsetting  this,  a  large  part of our cash
investments  would  earn commensurately higher rates of return.  Using March 31,
2003  cash  investment  levels,  a  one percent increase in interest rates would
result in approximately $15.2 million of additional interest income per year.

FOREIGN  EXCHANGE  RISK

     Our  international  operations expose us to foreign exchange risk. We use a
variety  of  techniques  to minimize the exposure to foreign exchange risk.  Our
primary  foreign  exchange  risk management strategy involves structuring client
contracts  to  provide for payment in both U.S. dollars and local currency.  The
payment  portion  denominated  in  local  currency is based on anticipated local
currency  requirements over the contract term. Due to various factors, including
local  banking laws, other statutory requirements, local currency convertibility
and  the  impact  of inflation on local costs, actual foreign exchange needs may
vary  from  those  anticipated  in  the  client  contracts, resulting in partial
exposure  to  foreign  exchange  risk.  Fluctuations  in foreign currencies have
minimal  impact  on overall results. In situations where the primary strategy is
not  entirely  attainable, foreign exchange derivative instruments, specifically
foreign  exchange  forward  contracts  or spot purchases, may be used. We do not
enter  into derivative transactions for speculative purposes. At March 31, 2003,
we  had  no  material  open  foreign  exchange  contracts.

     In January 2003, Venezuela implemented foreign exchange controls that limit
our  ability  to  convert  local  currency into U.S. dollars and transfer excess
funds  out  of Venezuela. Our drilling contracts in Venezuela typically call for
payments  to  be made in local currency, even when the dayrate is denominated in
U.S.  dollars.  The  exchange controls could also result in an artificially high
value  being  placed  on  the  local  currency.


                                       35
<PAGE>
ITEM  4.  CONTROLS  AND  PROCEDURES

     Within  the  90  days prior to the date of this report, the Company carried
out  an  evaluation,  under  the  supervision  and with the participation of the
Company's  management, including the Chief Executive Officer and Chief Financial
Officer,  of  the  effectiveness  of  the  design and operation of the Company's
disclosure  controls  and procedures pursuant to Exchange Act Rule 13a-14. Based
on  that evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC  filings.  Subsequent  to  the  date  of  their  evaluation,  there  were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  the  internal  controls,  including any corrective
actions  with  regard  to  significant  deficiencies  and  material weaknesses.




                                       36
<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     In  1990  and  1991,  two  of  our  subsidiaries  were  served with various
assessments  collectively  valued  at  approximately  $7  million  from  the
municipality  of  Rio de Janeiro, Brazil to collect a municipal tax on services.
We  believe  that  neither subsidiary is liable for the taxes and have contested
the  assessments  in  the Brazilian administrative and court systems. The Brazil
Supreme  Court  rejected  our  appeal  of  an  adverse lower court's ruling with
respect to a June 1991 assessment, which was valued at approximately $6 million.
We  plan  to  challenge  the  assessment  in  a separate proceeding. We recently
received  a  favorable  ruling  from  the  Brazil  Superior  Court of Justice in
connection with a disputed August 1990 assessment. We are awaiting a ruling from
the  Taxpayer's  Council  in  connection with an October 1990 assessment. If our
defenses  are  ultimately  unsuccessful,  we  believe  that  the  Brazilian
government-controlled  oil  company,  Petrobras, has a contractual obligation to
reimburse  us  for municipal tax payments required to be paid by them. We do not
expect  the  liability,  if  any,  resulting  from  these  assessments to have a
material  adverse  effect  on  our business or consolidated financial position.

     In  March 1997, an action was filed by Mobil Exploration and Producing U.S.
Inc. and affiliates, St. Mary Land & Exploration and affiliates and Samuel Geary
and  Associates  Inc.  against  us,  certain  underwriters  at  Lloyd's  (the
"Underwriters")  and  an insurance broker in the 16th Judicial District Court of
St.  Mary  Parish,  Louisiana.  The  plaintiffs  alleged damages amounting to in
excess  of $50 million in connection with the drilling of a turnkey well in 1995
and 1996. The case was tried before a jury in January and February 2000, and the
jury  returned a verdict of approximately $30 million in favor of the plaintiffs
for  excess  drilling  costs,  loss of insurance proceeds, loss of hydrocarbons,
expenses  and  interest. We and the Underwriters appealed such judgment, and the
Louisiana Court of Appeals reduced the amount for which we may be responsible to
less  than  $10  million.  The  plaintiffs  requested  that the Supreme Court of
Louisiana  consider  the  matter  and reinstate the original verdict. We and the
Underwriters also appealed to the Supreme Court of Louisiana requesting that the
Court  reduce  the  verdict  or,  in the case of the Underwriters, eliminate any
liability for the verdict. Prior to the Supreme Court of Louisiana ruling on all
such  petitions,  we settled with the St. Mary group of plaintiffs and the State
of Louisiana. Thereafter, the Supreme Court of Louisiana denied the applications
for  consideration  by  the  remaining  plaintiffs  but has not yet ruled on our
application  or  the  application  of  the Underwriters. The plaintiffs may seek
rehearing  of  the  decision.  We  believe  that any amounts, apart from a small
deductible,  paid in settlement or which may ultimately be paid to the remaining
plaintiffs  are  covered  by  relevant  primary  and  excess liability insurance
policies.  However,  the  insurers and Underwriters have denied all coverage. We
have  instituted  litigation  against those insurers and Underwriters to enforce
our  rights  under the relevant policies. While we cannot predict the outcome of
such  litigation,  we  do not expect that the ultimate outcome of this case will
have  a  material  adverse  effect  on  our  business  or consolidated financial
position.

     We  have  certain other actions or claims pending that have been previously
discussed  and  reported  in  our  Annual Report on Form 10-K for the year ended
December  31,  2002 and our other reports filed with the Securities and Exchange
Commission.  There  have  been  no  material  developments  in  these previously
reported  matters.  We  are involved in a number of other lawsuits, all of which
have  arisen  in  the  ordinary  course  of our business. We do not believe that
ultimate  liability,  if  any,  resulting from any such other pending litigation
will  have  a  material adverse effect on our business or consolidated financial
position.  There  can be no assurance that our beliefs or expectations as to the
outcome  or  effect of any lawsuit or other litigation matter will prove correct
and  the  eventual  outcome  of  these  matters  could  materially  differ  from
management's  current  estimates.


                                       37
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits

The following exhibits are filed in connection with this Report:

NUMBER     DESCRIPTION
------     -----------

*3.1 Memorandum  of  Association of Transocean Inc., as amended (incorporated by
     reference  to Annex E to the Joint Proxy Statement/Prospectus dated October
     30,  2000  included  in  a  424(b)(3)  prospectus  filed  by the Company on
     November  1,  2000)

*3.2 Articles  of  Association  of  Transocean Inc., as amended (incorporated by
     reference  to Annex F to the Joint Proxy Statement/Prospectus dated October
     30,  2000  included  in  a  424(b)(3)  prospectus  filed  by the Company on
     November  1,  2000)

*3.3 Certificate  of  Incorporation  on  Change  of  Name  to  Transocean  Inc.
     (incorporated  by  reference  to Exhibit 3.3 to the Company's Form 10-Q for
     the  quarter  ended  June  30,  2002)

4.1  364-Day  Credit  Agreement dated as of December 26, 2002 among the Company,
     the Lenders party thereto, SunTrust Bank, as Administrative Agent, ABN AMRO
     Bank,  N.V.  and  The Royal Bank of Scotland plc, as Co-Syndication Agents,
     Bank  of America, N.A. and Wells Fargo Bank Texas, National Association, as
     Co-Documentation  Agents,  and  Citibank,  N.A.,  Credit  Lyonnais New York
     Branch  and  HSBC  Bank  USA,  as  Managing  Agents

99.1 CEO  Certification  Pursuant  to Section 906 of the Sarbanes - Oxley Act of
     2002

99.1 CFO  Certification  Pursuant  to Section 906 of the Sarbanes - Oxley Act of
     2002

_________________________
*  Incorporated  by  reference  as  indicated.

     (b)     Reports  on  Form  8-K

     The  Company  filed  a  Current  Report  on  Form  8-K  on  January 2, 2003
(information  furnished  not  filed)  announcing that the "Monthly Fleet Update"
report  as  of  January  1,  2003  was  available on the Company's website and a
Current Report on Form 8-K on January 30, 2003 (information furnished not filed)
announcing  that  the  "Monthly  Fleet Update" report as of January 30, 2003 was
available  on  the  Company's  website.


                                       38
<PAGE>
SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  hereunto  duly  authorized,  on  May  9,  2003.

TRANSOCEAN  INC.



By:   /s/  Gregory L. Cauthen
     ------------------------
           Gregory L. Cauthen
           Vice President, Chief Financial Officer
             and Treasurer
           (Principal Financial Officer)



By:   /s/  Brenda S. Masters
     -----------------------
           Brenda S. Masters
           Vice President and Controller
           (Principal Accounting Officer)


                                       39
<PAGE>
                                 CERTIFICATIONS

                           Principal Executive Officer
                           ---------------------------

I, Robert L. Long, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Transocean Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   Designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   Presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date: May 9, 2003                     /s/ Robert L. Long
                                           -------------------------------------
                                           Robert L. Long
                                           President and Chief Executive Officer


                                       40
<PAGE>
                           Principal Financial Officer
                           ---------------------------

I, Gregory L. Cauthen, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Transocean Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   Designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     d)   Presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date: May 9, 2003                           /s/ Gregory L. Cauthen
                                                 -------------------------------
                                                 Gregory L. Cauthen
                                                 Senior Vice President, Chief
                                                 Financial Officer and Treasurer


                                       41
<PAGE>