LONG-TERM INCENTIVE PLAN
                                       OF
                           TRANSOCEAN SEDCO FOREX INC.

               (As Amended and Restated Effective January 1, 2000)

                                Second Amendment
                                ----------------

     Transocean  Sedco  Forex  Inc.,  a  Cayman  Islands  exempted  company (the
"Company"),  having  reserved  the  right  under Section 6.3(a) of the Long-Term
Incentive Plan of Transocean Sedco Forex Inc., as amended and restated effective
January 1, 2000, and as thereafter amended (the "Plan"), to amend the Plan, does
hereby  amend  Article IV of the Plan, effective as of May 11, 2001, as follows:

          1.  Section  4.1 of the Plan is hereby amended in its entirety to read
as  follows:

     "4.1  GRANT  OF  OPTIONS  OR  FREESTANDING  SARS

          Each  person who becomes an Eligible Director (other than a person who
     first  becomes an Eligible Director on the date of an annual meeting of the
     Company's  shareholders)  shall  be  granted, effective as of the date such
     person  becomes  an  Eligible  Director,  (i)  an  Option to purchase 4,000
     Ordinary Shares (the "Initial Option"), if such person is not then residing
     in Norway, or (ii) a freestanding SAR with respect to 4,000 Ordinary Shares
     (the "Initial SAR"), if such person is then residing in Norway. Each person
     who  is or becomes an Eligible Director on the date of an annual meeting of
     the Company's shareholders and whose service on the Board of Directors will
     continue  after  such meeting shall be granted, effective as of the date of
     such  meeting, (i) an Option to purchase 6,000 Ordinary Shares (the "Annual
     Option"),  if  such  person  is  not  then  residing  in  Norway, or (ii) a
     freestanding  SAR with respect to 6,000 Ordinary Shares (the "Annual SAR"),
     if  such  person  is  then  residing  in  Norway."

          2.  The first sentence in Section 4.2(c) of the Plan is hereby amended
in  its  entirety  to  read  as  follows:

     "Subject  to Section 4.2(g) and the remainder of this paragraph, the Annual
     Option  shall become exercisable in installments as follows: (1) a total of
     2,000  Ordinary  Shares  may  be  purchased  through exercise of the Annual
     Option  on  or  after  the


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     first  anniversary  of  the  date  of  grant; (2) a total of 4,000 Ordinary
     Shares  may  be purchased through exercise of the Annual Option on or after
     the  second  anniversary  of  the  date  of grant; and (3) a total of 6,000
     Ordinary  Shares  may be purchased through exercise of the Annual Option on
     or  after  the  third  anniversary  of  the  date  of  grant."

          3.  Section  4.2(c)  of  the  Plan  is  hereby  amended  by adding the
following  new  sentence  before  the  first  sentence  in  Section  4.2(c):

     "Subject to Section 4.2(g) and the remainder of this paragraph, the Initial
     Option  shall become exercisable in installments as follows: (1) a total of
     1,333  Ordinary  Shares  may  be  purchased through exercise of the Initial
     Option  on or after the first anniversary of the date of grant; (2) a total
     of  2,666  Ordinary Shares may be purchased through exercise of the Initial
     Option  on  or after the second anniversary of the date of grant; and (3) a
     total  of  4,000  Ordinary  Shares may be purchased through exercise of the
     Initial  Option  on  or  after the third anniversary of the date of grant."

     4.  The  first  sentence in Section 4.3(c) of the Plan is hereby amended in
its  entirety  to  read  as  follows:

     "Subject  to Section 4.3(f) and the remainder of this paragraph, the Annual
     SAR shall become exercisable in installments as follows: (1) the Annual SAR
     shall be exercisable with respect to a total of 2,000 Ordinary Shares on or
     after  the first anniversary of the date of grant; (2) the Annual SAR shall
     be exercisable with respect to a total of 4,000 Ordinary Shares on or after
     the  second  anniversary of the date of grant; and (3) the Annual SAR shall
     be exercisable with respect to a total of 6,000 Ordinary Shares on or after
     the  third  anniversary  of  the  date  of  grant."

     5. Section 4.3(c) of the Plan is hereby amended by adding the following new
sentence  before  the  first  sentence  in  Section  4.3(c):

     "Subject to Section 4.3(f) and the remainder of this paragraph, the Initial
     SAR  shall  become  exercisable in installments as follows: (1) the Initial
     SAR  shall  be exercisable with respect to a total of 1,333 Ordinary Shares
     on or after the first anniversary of the date of grant; (2) the Initial SAR
     shall be exercisable with respect to a total of 2,666 Ordinary Shares on or
     after  the second anniversary of the date of grant; and (3) the Initial SAR
     shall be exercisable with respect to a total of 4,000 Ordinary Shares on or
     after  the  third  anniversary  of  the  date  of  grant."


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          IN  WITNESS WHEREOF, this Second Amendment has been executed effective
as  of  May  11,  2001.

                                        TRANSOCEAN  SEDCO  FOREX  INC.



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


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