<PAGE>


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

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

                                ---------------

                                   FORM 10-Q

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

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                      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 1-7746

                                ---------------

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

                                ---------------

               CAYMAN ISLANDS                        N/A
        (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)


      Registrant's 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 [ ]

     As of July 31, 1999, 100,563,304 ordinary shares, par value $.01 per share,
of Transocean Offshore Inc. were outstanding.

================================================================================
<PAGE>

                           TRANSOCEAN OFFSHORE INC.

                              INDEX TO FORM 10-Q

                          QUARTER ENDED JUNE 30, 1999


                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

     ITEM 1. Financial Statements (Unaudited)

             Condensed Consolidated Statements of Operations
              Three and Six Months Ended June 30, 1999 and 1998.............   2

             Condensed Consolidated Balance Sheets
              June 30, 1999 and December 31, 1998...........................   3

             Condensed Consolidated Statements of Cash Flows
              Six Months Ended June 30, 1999 and 1998.......................   4

             Notes to Condensed Consolidated Financial Statements...........   5

     ITEM 2. Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................  11

     ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.....  24

PART II - OTHER INFORMATION

     ITEM 1. Legal Proceedings..............................................  25

     ITEM 2. Changes in Securities and Use of Proceeds......................  25

     ITEM 4. Submission of Matters to a Vote of Security Holders............  25

     ITEM 6. Exhibits and Reports on Form 8-K...............................  26


                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The condensed consolidated financial statements of Transocean Offshore Inc. and
consolidated subsidiaries 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 generally accepted accounting principles 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, 1998.  When used herein the term "Company" means
Transocean Offshore Inc., a Cayman Islands exempted company limited by shares,
its consolidated subsidiaries and its predecessors, unless the context indicates
otherwise.

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                     Three Months Ended         Six Months Ended
                                                          June 30,                  June 30,
                                                   -----------------------   -----------------------
                                                      1999         1998         1999         1998
                                                   ----------   ----------   ----------   ----------
                                                         (In thousands, except per share data)
<S>                                                <C>          <C>          <C>          <C>

Operating Revenues                                  $235,565     $251,577     $541,924     $509,890
                                                    --------     --------     --------     --------
Costs and Expenses
 Operating and maintenance                           120,236      114,549      266,827      246,497
 Depreciation and amortization                        32,294       28,103       64,295       56,181
 General and administrative                            7,341        7,723       14,010       14,691
                                                    --------     --------     --------     --------
                                                     159,871      150,375      345,132      317,369
                                                    --------     --------     --------     --------
Operating Income                                      75,694      101,202      196,792      192,521
                                                    --------     --------     --------     --------
Other Income (Expense), Net
 Equity in earnings of joint ventures                  3,312        2,557        6,536        4,890
 Interest income                                         698        1,084        1,246        1,952
 Interest expense, net of amounts capitalized           (551)      (5,575)      (2,939)     (12,682)
 Gain on termination of cash flow sharing agreement       --          (96)          --       21,290
 Other, net                                              817         (362)        (770)         853
                                                    --------     --------     --------     --------
                                                       4,276       (2,392)       4,073       16,303
                                                    --------     --------     --------     --------
Income Before Income Taxes                            79,970       98,810      200,865      208,824

Income Taxes                                          23,591       29,149       59,255       61,603
                                                    --------     --------     --------     --------
Net Income                                          $ 56,379     $ 69,661     $141,610     $147,221
                                                    ========     ========     ========     ========
Earnings Per Share
 Basic                                                 $0.56        $0.70     $   1.41     $   1.47
                                                    ========     ========     ========     ========
 Diluted                                               $0.56        $0.69     $   1.41     $   1.46
                                                    ========     ========     ========     ========
Weighted Average Shares Outstanding
 Basic                                               100,359      100,082      100,344       99,879
                                                    --------     --------     --------     --------
 Diluted                                             100,818      101,006      100,786      100,854
                                                    --------     --------     --------     --------
Dividends Paid Per Share                            $   0.03     $   0.03     $   0.06     $   0.06
                                                    ========     ========     ========     ========
</TABLE>

                            See accompanying notes.

                                       2
<PAGE>
                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                  June 30,     December 31,
                                                                    1999          1998
                                                                -----------    ------------
                                                           (In thousands, except share data)
                                     ASSETS
<S>                                                             <C>             <C>
Cash and Cash Equivalents                                        $   55,384      $   69,453
Accounts Receivable                                                 177,572         217,494
Deferred Income Taxes                                                11,255              --
Materials and Supplies                                               35,219          33,928
Prepayments                                                           5,946           9,596
Costs Incurred on Drilling Services Projects in Progress                 --          31,161
                                                                 ----------      ----------
 Total Current Assets                                               285,376         361,632
                                                                 ----------      ----------
Property and Equipment                                            2,908,285       2,659,020
Less Accumulated Depreciation                                       584,198         530,949
                                                                 ----------      ----------
 Property and Equipment, net                                      2,324,087       2,128,071
                                                                 ----------      ----------
Goodwill, net                                                       666,280         675,243
Investments in and Advances to Joint Ventures                        35,818          55,544
Other Assets                                                         21,035          30,453
                                                                 ----------      ----------
 Total Assets                                                    $3,332,596      $3,250,943
                                                                 ==========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts Payable                                                 $   44,269      $   40,939
Accrued Income Taxes                                                120,907          58,711
Current Portion of Long-Term Debt                                    27,868          18,672
Deferred Income Taxes                                                    --           1,420
Other Current Liabilities                                            60,012          72,679
                                                                 ----------      ----------
 Total Current Liabilities                                          253,056         192,421
                                                                 ----------      ----------
Long-Term Debt                                                      701,471         813,953
Deferred Income Taxes                                               234,415         229,979
Other Long-Term Liabilities                                          29,709          35,947
                                                                 ----------      ----------
 Total Long-Term Liabilities                                        965,595       1,079,879
                                                                 ----------      ----------
Preference Shares, $0.10 par value; 50,000,000 shares
 authorized, none issued and outstanding                                 --              --
Ordinary Shares, $0.01 par value; 150,000,000 shares authorized,
 100,563,304 shares issued and outstanding at June 30, 1999,
 and 104,335,127 shares issued, including shares in treasury,
 and 100,551,127 shares outstanding at December 31, 1998              1,043           1,043
Less Ordinary Shares in Treasury, at cost;
 3,784,000 shares at December 31, 1998                                   --        (144,297)
Additional Paid-in Capital                                        1,390,623       1,535,201
Retained Earnings                                                   722,279         586,696
                                                                 ----------      ----------
 Total Shareholders' Equity                                       2,113,945       1,978,643
                                                                 ----------      ----------
 Total Liabilities and Shareholders' Equity                      $3,332,596      $3,250,943
                                                                 ==========      ==========
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>
                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                                      June 30,
                                                               -----------------------
                                                                  1999         1998
                                                               ----------   ----------
                                                                   (In thousands)
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                    $ 141,610    $ 147,221
 Adjustments to reconcile net income to
  net cash provided by operating activities
   Depreciation and amortization                                  64,295       56,181
   Deferred income taxes                                          (8,238)      21,029
   Equity in earnings of joint ventures                           (6,536)      (4,890)
   Gain on disposal of assets                                        (21)      (3,735)
   Deferred income, net                                           (4,432)      (4,901)
   Deferred expenses, net                                          3,859        3,096
   Other, net                                                      6,160        6,964
   Changes in operating assets and liabilities
    Accounts receivable                                           38,046      (33,111)
    Accounts payable                                               3,911      (13,548)
    Income taxes receivable/payable, net                          62,196       13,000
    Other current assets                                          32,837       (1,191)
    Other current liabilities                                    (13,278)      (9,755)
                                                               ---------    ---------
Net Cash Provided by Operating Activities                        320,409      176,360
                                                               ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                           (252,556)    (241,736)
 Proceeds from disposal of assets, net                             1,912        6,440
 Joint ventures and other investments                             26,254        3,394
                                                               ---------    ---------
Net Cash Used in Investing Activities                           (224,390)    (231,902)
                                                               ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Net borrowings (repayments) on revolving credit facility       (100,900)      45,200
 Dividends paid                                                   (6,028)      (6,015)
 Repayment of notes payable                                       (2,307)      (2,308)
 Proceeds from issuance of ordinary shares under
  stock-based compensation plans                                     772        6,661
 Other, net                                                       (1,625)        (479)
                                                               ---------    ---------
Net Cash Provided by (Used in) Financing Activities             (110,088)      43,059
                                                               ---------    ---------
Net Decrease in Cash and Cash Equivalents                        (14,069)     (12,483)
                                                               ---------    ---------
Cash and Cash Equivalents at Beginning of Period                  69,453       54,225
                                                               ---------    ---------
Cash and Cash Equivalents at End of Period                     $  55,384    $  41,742
                                                               =========    =========
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1 - GENERAL

BASIS OF CONSOLIDATION - The accompanying condensed consolidated financial
statements of the Company have been prepared without audit in accordance with
generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements.
Operating results for the three and six month periods ended June 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1999.  In connection with the preparation of these financial
statements, management was required to make estimates and assumptions that
affect the reported amount of assets, liabilities, revenues, expenses and
disclosure of contingent liabilities.  Actual results could differ from such
estimates.  The accompanying condensed consolidated financial statements and
notes thereto should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form 10-
K for the year ended December 31, 1998.

SUPPLEMENTARY CASH FLOW INFORMATION - Cash payments for interest and income
taxes, net were $26.7 million and $5.3 million, respectively, for the six months
ended June 30, 1999 and $27.7 million and $28.7 million, respectively, for the
six months ended June 30, 1998.  Non-cash financing activities for the six
months ended June 30, 1999 included $144.3 million for the cancellation of
treasury shares (see Note 6). This has been reflected in the condensed
consolidated balance sheets as a decrease in Additional Paid-In Capital.

GOODWILL - Goodwill is amortized on a straight-line basis over 40 years (the
period when benefits are expected to be derived).  Accumulated amortization as
of June 30, 1999 and December 31, 1998 totaled $51.7 million and $42.7 million,
respectively.

CAPITALIZED INTEREST - Interest costs for the construction and upgrade of
qualifying assets are capitalized.  The Company capitalized interest costs on
construction work in progress of $11.6 million and $21.3 million for the three
and six months ended June 30, 1999 and $8.4 million and $15.0 million in the
corresponding periods of 1998.

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

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

NEW ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
133, Accounting for Derivative Instruments and Hedging Activities.  In June
1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and
Hedging Activities--Deferral of the Effective Date of FASB 133 to delay the
required effective date for adoption of SFAS 133 to fiscal years beginning
after June 15, 2000. Because of the Company's limited use of derivatives to
manage its exposure to fluctuations in foreign exchange rates and interest
rates, management does not anticipate that the adoption of the new statement
will have a material

                                       5
<PAGE>

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

effect on the results of operations or the financial position of the Company.
The Company will adopt SFAS No. 133 as of January 1, 2001.

NOTE 2 - UPGRADE AND EXPANSION OF DRILLING FLEET

The Company's investments in its existing fleet and previously announced fleet
additions continue to require significant capital expenditures. Capital
expenditures totaled $252.6 million during the six months ended June 30, 1999.

The following table summarizes actual and projected expenditures (including
capitalized interest) for the Company's major construction projects.

<TABLE>
<CAPTION>
                                                   Discoverer     Discoverer      Discoverer
(Expenditures in millions)                         Enterprise       Spirit        Deep Seas
                                                   ----------   --------------   ------------
<S>                                                <C>          <C>              <C>
Cumulative at December 31, 1998                      $    302            $124        $    106
Actual for the six months ended June 30, 1999              87              83              49
                                                     --------            ----    ------------
Cumulative at June 30, 1999                               389             207             155
Projected through completion                               40             140             190
                                                     --------            ----    ------------
 Projected Total Costs                               $    429            $347        $    345
                                                     ========            ====    ============

NOTE 3 - DEBT

Debt is comprised of the following:

                                                     June 30,            December 31,
                                                       1999                  1998
                                                    ----------           ------------
                                                             (In thousands)
  Revolving Credit Facility                          $219,100                $320,000
  Project Financing Agreement                         186,990                 186,990
  8.00% Debentures, net of discount                   199,256                 199,243
  7.45% Notes                                         100,000                 100,000
  6.90% Notes Payable                                  23,077                  25,384
  Other                                                   916                   1,008
                                                     --------            ------------
   Total Debt                                         729,339                 832,625
  Less Current Maturities                              27,868                  18,672
                                                     --------            ------------
   Total Long-Term Debt                              $701,471                $813,953
                                                     ========            ============
</TABLE>

Project Financing Agreement - In connection with the construction of the
Discoverer Enterprise and the completed upgrade of the Transocean Amirante, the
Company's wholly owned subsidiary, Transocean Enterprise Inc., entered into a
project financing agreement effective December 27, 1996 with a group of banks
led by ABN AMRO Bank, N.V., as agent (the "Project Financing Agreement").
Approximately $323 million is available in two tranches for drawdowns during the
construction period.  The first tranche of approximately $62.9 million is to be
repaid upon completion of construction and acceptance of the two rigs by Amoco
Production Company ("Amoco").  It bears an interest rate of LIBOR plus 0.35
percent.  The Company expects to lend Transocean Enterprise Inc. the necessary
funds to repay the $62.9 million through

                                       6
<PAGE>

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

borrowings under the Revolving Credit Facility; accordingly, the $62.9 million
due in 1999 was not classified as current because it is the intent of management
to refinance such amount on a long-term basis. The second tranche of
approximately $259.9 million (of which $124.1 million in borrowings were
outstanding as of June 30, 1999) bears an interest rate of LIBOR plus 0.85
percent during the construction period and is convertible to term financing upon
completion of construction and acceptance of the two rigs by Amoco. The term
financing, which is to be paid out of cash flows from the two rigs, matures over
a period of five years. Amoco has contracted the Transocean Amirante for a
period of up to five years and the Discoverer Enterprise for a period of five
years following their respective acceptance dates. The Company expects the term
financing to consist of borrowings under a lease securitization facility
provided by the agent at a floating interest rate (which has been converted to a
fixed rate by the interest rate swap transactions described below) plus a margin
of 0.36 percent for amounts fully amortized by cash flows from the Amoco
contracts and a margin of 0.62 percent for the remaining amounts, if any.

The Project Financing Agreement originally required acceptance of the two
drilling units by Amoco, repayment of the first tranche and conversion of the
second tranche to term financing no later than December 31, 1998.  Although the
Transocean Amirante was accepted by Amoco and commenced operations in July 1997,
the Discoverer Enterprise is not expected to be completed until the third
quarter of 1999 due to construction delays.  As a result, during December 1998,
Transocean Enterprise Inc. amended the Project Financing Agreement to extend the
outside date for acceptance of the Discoverer Enterprise, repayment of the first
tranche and conversion of the second tranche to term financing from December 31,
1998 to August 31, 1999.  The Company expects that the Project Financing
Agreement will be further amended to extend such outside date to October 31,
1999.

During June 1999, Transocean Enterprise Inc. amended the terms of its interest
rate swap transactions, which effectively lock in a fixed interest rate for the
term financing under the Project Financing Agreement, to adjust the payment
schedule for the anticipated construction delays.  In connection with the
amendment, the fixed rate Transocean Enterprise Inc. will pay increased from an
average of 6.583 percent to 6.7025 percent. The net unrealized loss on the
interest rate swaps was approximately $4.5 million as of June 30, 1999.

                                       7
<PAGE>

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 4 - EARNINGS PER SHARE

The reconciliation of the numerator and denominator used for the computation of
basic and diluted earnings per share is as follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended      Six Months Ended
                                                            June 30,              June 30,
                                                      -------------------    ------------------
                                                        1999       1998       1999       1998
                                                      --------   --------   --------   --------
                                                         (In thousands, except per share data)
<S>                                                   <C>        <C>        <C>         <C>
Net Income for basic
 and diluted earnings per share                       $ 56,379   $ 69,661    $141,610    $147,221
                                                      ========   ========    ========    ========
Weighted-average shares
 for basic earnings per share                          100,359    100,082     100,344      99,879
Effect of dilutive securities
 Employee stock options and unvested stock grants          459        924         442         975
                                                      --------   --------    --------    --------
Adjusted weighted-average shares and assumed
 conversions for diluted earnings per share            100,818    101,006     100,786     100,854
                                                      ========   ========    ========    ========
Basic earnings per share                              $   0.56   $   0.70    $   1.41    $   1.47
                                                      ========   ========    ========    ========
Diluted earnings per share                            $   0.56   $   0.69    $   1.41    $   1.46
                                                      ========   ========    ========    ========
</TABLE>

NOTE 5 - SEGMENTS

The Company has two reportable segments: Mobile Units and Drilling Services.
The Mobile Units segment primarily operates drilling rigs for customers,
principally at a contractually determined price per day (dayrate).  Drilling
Services primarily involves providing personnel and equipment other than rigs
for oil and gas exploration and production on either a dayrate or fixed price
basis.  For both segments, performance is evaluated based on operating income
before general and administrative expenses.

                                       8
<PAGE>

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                       Three Months Ended          Six Months Ended
                                                             June 30,                 June 30,
                                                      ---------------------      ----------------------
                                                         1999        1998          1999         1998
                                                      ---------   ---------      ---------   ----------
                                                                          (In thousands)
<S>                                                   <C>          <C>           <C>          <C>
OPERATING REVENUES
Mobile Units
 U.S. Gulf of Mexico                                  $ 91,021    $   64,801     $187,075      $136,256
 Europe                                                 92,993       112,628      206,771       223,107
 Other Western Hemisphere                               32,941        40,169       66,216        66,093
 Other Eastern Hemisphere                                4,888        16,026       12,649        31,266
                                                      --------      --------     --------      --------
Total Mobile Units                                     221,843       233,624      472,711       456,722
                                                      --------      --------     --------      --------
Drilling Services                                       13,722        17,953       69,213        53,168
                                                      --------      --------     --------      --------
TOTAL OPERATING REVENUES                              $235,565      $251,577     $541,924      $509,890
                                                      ========      ========     ========      ========
OPERATING INCOME (LOSS) (A)
Mobile Units
 U.S. Gulf of Mexico                                  $ 56,078      $ 38,499     $117,074      $ 79,843
 Europe                                                  7,205        39,081       47,902        76,148
 Other Western Hemisphere                               21,838        21,875       42,410        37,961
 Other Eastern Hemisphere                                (410)        10,085        1,411        15,746
 Other (b)                                              (3,511)       (3,600)      (7,534)       (5,051)
                                                      --------      --------     --------      --------
Total Mobile Units                                      81,200       105,940      201,263       204,647
                                                      --------      --------     --------      --------
Drilling Services                                        2,211         3,308       10,293         3,203
                                                      --------      --------     --------      --------
Total Operating Income for
 Reportable Segments                                    83,411       109,248      211,556       207,850
Corporate Expenses                                      (7,717)       (8,046)     (14,764)      (15,329)
                                                      --------      --------     --------      --------
TOTAL OPERATING INCOME                                  75,694       101,202      196,792       192,521
                                                      --------      --------     --------      --------
 Equity in earnings of joint ventures                    3,312         2,557        6,536         4,890
 Interest income                                           698         1,084        1,246         1,952
 Interest expense, net of amounts
  capitalized                                             (551)       (5,575)      (2,939)      (12,682)
 Gain on termination of cash flow sharing agreement         --           (96)          --        21,290
 Other, net                                                817          (362)        (770)          853
                                                      --------      --------     --------      --------
OTHER INCOME (EXPENSE), NET                              4,276        (2,392)       4,073        16,303
                                                      --------      --------     --------      --------
INCOME BEFORE INCOME TAXES                            $ 79,970      $ 98,810     $200,865      $208,824
                                                      ========      ========     ========      ========
</TABLE>

(a)  After depreciation and amortization expense.
(b)  Other includes operations and engineering overhead expenses not allocated
     to geographic areas of operations.

                                       9
<PAGE>

                   TRANSOCEAN OFFSHORE INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 6 - CORPORATE REORGANIZATION

Effective May 14, 1999, the Company completed a corporate reorganization that
resulted in it becoming a Cayman Islands corporation rather than a Delaware
corporation ("Transocean-Delaware"), which had no material effect on the
condensed consolidated financial statements of the Company. In the
reorganization, each share of Transocean-Delaware's common stock was converted
into one ordinary share of the Company and all treasury shares were cancelled.

NOTE 7 - PROPOSED BUSINESS COMBINATION

On July 12, 1999, the Company announced the signing of a definitive merger
agreement (the "Merger Agreement") among the Company, Sedco Forex Merger
Subsidiary, Ltd., a wholly owned subsidiary of the Company ("Merger Sub"),
Schlumberger Limited ("Schlumberger") and Sedco Forex Holdings Limited, a wholly
owned subsidiary of Schlumberger ("Sedco Forex").  On the same date,
Schlumberger and Sedco Forex separately entered into a definitive distribution
agreement (the "Distribution Agreement").  Pursuant to the Merger Agreement and
the Distribution Agreement, Sedco Forex, which constitutes or will constitute a
substantial portion of the offshore contract drilling business of Schlumberger,
will be spun off to the stockholders of Schlumberger (the "Distribution"), and
promptly merged with and into Merger Sub (the "Merger"), thereby becoming a
wholly-owned subsidiary of the Company.  The Schlumberger stockholders will
receive shares of the Company in exchange for their shares of Sedco Forex in the
Merger.  The Distribution and the Merger are expected to be free of U.S. federal
income taxes.

Following the Distribution and the Merger, Schlumberger stockholders will own 52
percent of the diluted shares in the combined company, which will be renamed
"Transocean Sedco Forex Inc."  The diluted ratio of ownership in the share
capital of the resulting company is fixed by the Merger Agreement and not
subject to adjustment.  Based on the outstanding diluted share count of the
Company on June 30, 1999 (approximately 101 million shares), Schlumberger
stockholders would receive approximately 109 million shares in the combined
company.  Using the Schlumberger shares outstanding on June 30, 1999,
Schlumberger stockholders would receive approximately one newly issued
Transocean Sedco Forex share for every five Schlumberger shares held.  The 109
million shares to be issued in the Merger would be valued at approximately $3.2
billion using the average of the closing prices of the Company's ordinary shares
over the seven-day period commencing three days before July 12, 1999, the date
on which the Merger was announced. The Merger will be accounted for as a
purchase, with Sedco Forex as the accounting acquiror.

At the effective time of the Merger, Sedco Forex will have approximately $435
million in debt, subject to adjustment based on agreed levels of working capital
and capital expenditures, among other matters. Transocean Sedco Forex will be
required to refinance all or a substantial portion of this amount immediately
following the Merger.

The transactions described above have been approved, as appropriate, by the
board of directors of each of the Company and Schlumberger and are expected to
close by December 31, 1999, subject to the approval of the shareholders of both
companies, various regulatory approvals, registration of the shares to be issued
in the Merger with the Securities and Exchange Commission, and other customary
closing conditions.

                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following information should be read in connection with the information
contained in the Company's consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998. When used herein the term "Company" means Transocean Offshore
Inc., a Cayman Islands exempted company limited by shares, its consolidated
subsidiaries and its predecessors, unless the context indicates otherwise.

OVERVIEW

Transocean Offshore Inc. is a leading international provider of deepwater and
harsh-environment contract drilling services for oil and gas wells.  The Company
currently owns, has ownership interests in or operates 29 mobile offshore
drilling rigs.  Transocean's fleet consists of seven fourth-generation
semisubmersibles, thirteen second- and third-generation semisubmersibles, three
drillships, including the Discoverer Enterprise which is currently undergoing
sea trials, and six jackup rigs.  The Company also has under construction two
additional Discoverer Enterprise-class drillships, to be named Discoverer Spirit
and Discoverer Deep Seas. The Company contracts these drilling rigs, related
equipment and work crews primarily on a dayrate basis to drill offshore wells.
The Company also provides additional drilling services, including international
turnkey drilling, coiled tubing drilling and integrated drilling services to
customers worldwide.

OPERATING RESULTS

Comparative data relating to the Company's operating revenues and operating
income by segment and geographic area follows.  In the table and related
discussion below, the "Mobile Units" segment primarily consists of the results
of operations for drilling rigs operated for customers, primarily at a
contractually determined price per day (dayrate).  The "Drilling Services"
segment primarily includes results from providing personnel and equipment other
than rigs for oil and gas exploration and production on either a dayrate or
fixed price basis.

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                              Three Months Ended          Six Months Ended
                                                                    June 30,                  June 30,
                                                           ------------------------   ------------------------
                                                              1999         1998          1999         1998
                                                           ----------   -----------   ----------   -----------
                                                                               (In thousands)
<S>                                                         <C>           <C>           <C>          <C>
OPERATING REVENUES
Mobile Units
 U.S. Gulf of Mexico                                        $ 91,021      $ 64,801     $187,075      $136,256
 Europe                                                       92,993       112,628      206,771       223,107
 Other Western Hemisphere                                     32,941        40,169       66,216        66,093
 Other Eastern Hemisphere                                      4,888        16,026       12,649        31,266
                                                            --------      --------     --------      --------
Total Mobile Units                                           221,843       233,624      472,711       456,722
                                                            --------      --------     --------      --------
Drilling Services                                             13,722        17,953       69,213        53,168
                                                            --------      --------     --------      --------
TOTAL OPERATING REVENUES                                    $235,565      $251,577     $541,924      $509,890
                                                            ========      ========     ========      ========
OPERATING INCOME (LOSS) (a)
Mobile Units
 U.S. Gulf of Mexico                                        $ 56,078      $ 38,499     $117,074      $ 79,843
 Europe                                                        7,205        39,081       47,902        76,148
 Other Western Hemisphere                                     21,838        21,875       42,410        37,961
 Other Eastern Hemisphere                                       (410)       10,085        1,411        15,746
 Other (b)                                                    (3,511)       (3,600)      (7,534)       (5,051)
                                                            --------      --------     --------      --------
Total Mobile Units                                            81,200       105,940      201,263       204,647
                                                            --------      --------     --------      --------
Drilling Services                                              2,211         3,308       10,293         3,203
                                                            --------      --------     --------      --------
Total Operating Income for
 Reportable Segments                                          83,411       109,248      211,556       207,850
Corporate Expenses                                            (7,717)       (8,046)     (14,764)      (15,329)
                                                            --------      --------     --------      --------
TOTAL OPERATING INCOME                                        75,694       101,202      196,792       192,521
                                                            --------      --------     --------      --------
 Equity in earnings of joint ventures                          3,312         2,557        6,536         4,890
 Interest income                                                 698         1,084        1,246         1,952
 Interest expense, net of amounts
  capitalized                                                   (551)       (5,575)      (2,939)      (12,682)
 Gain on termination of cash flow sharing agreement               --           (96)          --        21,290
 Other, net                                                      817          (362)        (770)          853
                                                            --------      --------     --------      --------
OTHER INCOME (EXPENSE), NET                                    4,276        (2,392)       4,073        16,303
                                                            --------      --------     --------      --------
INCOME BEFORE INCOME TAXES                                  $ 79,970      $ 98,810     $200,865      $208,824
                                                            ========      ========     ========      ========
</TABLE>

(a)  After depreciation and amortization expense.
(b)  Other includes operations and engineering overhead expenses not allocated
     to geographic areas of operations.

                                       12
<PAGE>

QUARTER ENDED JUNE 30, 1999, COMPARED TO QUARTER ENDED JUNE 30, 1998

Net income for the three months ended June 30, 1999 was $56.4 million or $0.56
per share, diluted, compared to $69.7 million or $0.69 per share, diluted, for
the three months ended June 30, 1998, a decrease of $13.3 million or $0.13 per
share, diluted.  The decrease for 1999 as compared to 1998 resulted primarily
from decreases in rig utilization, caused by depressed exploration and
production spending levels, higher operating and maintenance costs and higher
depreciation expense, partially offset by higher other income.

Revenues were $235.6 million for the three months ended June 30, 1999, compared
to $251.6 million for the three months ended June 30, 1998, a decrease of $16.0
million or 6.4 percent.  Operating income was $75.7 million for the three months
ended June 30, 1999 compared to $101.2 million for the three months ended June
30, 1998, a decrease of $25.5 million or 25.2 percent.  The decrease in revenues
for the three months ended June 30, 1999 resulted primarily from decreased
utilization from the three months ended June 30, 1998, while the decrease in
operating income resulted primarily from decreased utilization, higher operating
and maintenance costs and higher depreciation expense.

Revenues and operating income from Mobile Units decreased for the three months
ended June 30, 1999 compared to the three months ended June 30, 1998.  Fleetwide
rig utilization decreased to 81 percent for the three months ended June 30, 1999
from 98 percent for the three months ended June 30, 1998, reflecting the fact
that six rigs were idle for all or part of the second quarter of 1999.  The
average dayrate for the Company's semisubmersible drilling rigs and drillships
was approximately $128,100 for the three months ended June 30, 1999, compared to
approximately $116,900 for the three months ended June 30, 1998, an increase of
9.6 percent.  This increase slightly offsets the effect of decreased
utilization.  The average dayrate for the Company's jackup rigs decreased 47
percent as compared to the prior year quarter.

In the U.S. Gulf of Mexico, the increase in revenues and operating income
resulted from higher average dayrates earned for the three months ended June 30,
1999, as well as from the results of one rig working in the region that had been
in the shipyard undergoing a conversion in the three months ended June 30, 1998.
In Europe, the decreases in revenues and operating income resulted from
decreased utilization due to three rigs, which worked the entire three months
ended June 30, 1998, being idle for all or part of the three months ended June
30, 1999, as well as higher downtime and maintenance expenses on one rig that
underwent a scheduled survey during the 1999 period.  In Other Western
Hemisphere, the decrease in revenues and operating income resulted from one rig
working in the U.S. Gulf of Mexico during the three months ended June 30, 1999
that had worked in the region a portion of the three months ended June 30, 1998,
and from one semisubmersible moving to the U.S. Gulf of Mexico that had worked
in the region the entire three months ended June 30, 1998.  These negative
variances are partially offset by an increase in the average dayrates during the
three months ended June 30, 1999.  In Other Eastern Hemisphere, the significant
decrease in revenues and operating income resulted from lower average dayrates
and utilization.  Two jackup rigs that had worked the entire three months ended
June 30, 1998 were idle the entire three months ended June 30, 1999.

Revenues and operating income from Drilling Services decreased for the three
months ended June 30, 1999 compared to the three months ended June 30, 1998.
This decrease is primarily the result of lower daywork activity relating to the
turnkey drilling project in Mexico, which was completed in the three months
ended June 30, 1999, a lower level of activity in Europe and no drilling
services activity in India during the 1999 period.

Depreciation and amortization expense increased by $4.2 million for the three
months ended June 30, 1999 over the three months ended June 30, 1998.  The
increase was due primarily to additional depreciation

                                       13
<PAGE>

resulting from the capitalization of property and equipment associated with the
Company's completed major upgrade and construction projects.

Other income, net increased to $4.3 million for the three months ended June 30,
1999 compared to Other expense, net of $2.4 million for the three months ended
June 30, 1998.  Net interest expense decreased for the three months ended June
30, 1999 due primarily to the increased capitalization of interest on the
Company's construction projects.

Income tax expense decreased by $5.6 million due primarily to lower pre-tax
earnings for the three months ended June 30, 1999 compared to the three months
ended June 30, 1998.  The Company's effective tax rate remained the same for the
three months ended June 30, 1999 compared to the three months ended June 30,
1998, and was lower than the U.S. Statutory rate due primarily to the permanent
reinvestment of earnings of certain foreign operations.

SIX MONTHS ENDED JUNE 30, 1999, COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

Net income for the six months ended June 30, 1999 was $141.6 million or $1.41
per share, diluted, compared to $147.2 million or $1.46 per share, diluted, for
the six months ended June 30, 1998, a decrease of $5.6 million or $0.05 per
share, diluted.  The decrease for the six months ended June 30, 1999 resulted
primarily from a decrease in rig utilization caused by depressed exploration and
production spending levels, higher operating and maintenance costs and higher
depreciation expense, partially offset by an increase in average dayrates and
lower net interest expense.  In the six months ended June 30, 1998, the Company
recognized a one-time $21.3 million pre-tax gain ($13.8 million after tax or
$0.14 per share, diluted) on the termination of a cash flow sharing agreement
with Global Marine Inc. ("Global Marine").

Revenues were $541.9 million for the six months ended June 30, 1999, compared to
$509.9 million for the six months ended June 30, 1998, an increase of $32.0
million or 6.3 percent.  Operating income was $196.8 million for the six months
ended June 30, 1999 compared to $192.5 million for the six months ended June 30,
1998, an increase of $4.3 million or 2.2 percent.  The increase in revenues and
operating income for the six months ended June 30, 1999 resulted primarily from
higher revenues and operating income from the turnkey drilling services
operations in Mexico, which were completed in the second quarter of 1999, and
increased dayrates from the six months ended June 30, 1998.

Revenues from Mobile Units increased while operating income decreased for the
six months ended June 30, 1999, compared to the six months ended June 30, 1998.
The average dayrate for the Company's semisubmersible drilling rigs and
drillships was approximately $130,200 for the six months ended June 30, 1999,
compared to approximately $114,700 for the six months ended June 30, 1998, an
increase of 13.5 percent.  One rig worked in the six months ended June 30, 1999
that had been in the shipyard undergoing a conversion during the prior year
period.  Partially offsetting these increases, the Company's fleetwide rig
utilization decreased to 85 percent for the six months ended June 30, 1999 from
98 percent for the six months ended June 30, 1998.

In the U.S. Gulf of Mexico, the significant increase in revenues and operating
income for the six months ended June 30, 1999, resulted primarily from including
the results of one additional rig that was in the shipyard undergoing a
conversion during the six months ended June 30, 1998 and the results of another
rig for the entire six months ended June 30, 1999, compared to a portion for the
six months ended June 30, 1998. In Europe, decreases in revenues and operating
income resulted from decreased utilization due to three rigs being idle all or a
portion of the six months ended June 30, 1999, as well as higher downtime and
maintenance expenses on one rig that underwent a survey in the six months ended
June 30, 1999.  These rigs

                                       14
<PAGE>

worked the entire six months ended June 30, 1998. In Other Western Hemisphere,
the increase in revenues resulted primarily from higher average dayrates, while
the increase in operating income resulted primarily from lower operating and
maintenance expenses due partially to the fact that one semisubmersible that had
worked in the region during the six months ended June 30, 1998 was working in
the U.S. Gulf of Mexico during the six months ended June 30, 1999. In Other
Eastern Hemisphere, the significant decrease in revenues and operating income
resulted from lower average dayrates and utilization. Two rigs that had worked
the entire six months ended June 30, 1998 were idle for all or a portion of the
six months ended June 30, 1999.

Revenues and operating income from Drilling Services increased for the six
months ended June 30, 1999, compared to the six months ended June 30, 1998.
This increase primarily reflects higher revenues and operating income from
turnkey and subsequent daywork operations associated with the turnkey drilling
project in Mexico.

Depreciation and amortization expense increased by $8.1 million for the six
months ended June 30, 1999, compared to the six months ended June 30, 1998.  The
increase was due primarily to additional depreciation resulting from the
capitalization of property and equipment associated with the Company's completed
major upgrade and construction projects.

Other income, net decreased to $4.1 million for the six months ended June 30,
1999, compared to Other income, net of $16.3 million for the six months ended
June 30, 1998.  Net interest expense decreased significantly for the six months
ended June 30, 1999, compared to the six months ended June 30, 1998 primarily
due to the increased capitalization of interest on the Company's construction
projects.  In addition, the six months ended June 30, 1998 include a $21.3
million pre-tax gain on the termination of a cash flow sharing agreement with
Global Marine.

Income tax expense decreased by $2.3 million due primarily to lower pre-tax
earnings for the six months ended June 30, 1999, compared to the six months
ended June 30, 1998.  The Company's effective tax rate remained the same for the
six months ended June 30, 1999 compared to the six months ended June 30, 1998
and was lower than the U.S. Statutory rate due primarily to the permanent
reinvestment of earnings of certain foreign operations.

MARKET OUTLOOK

Rig utilization for the second quarter 1999 averaged 81 percent (versus 90
percent, first quarter 1999) fleetwide and 87 percent (versus 93 percent, first
quarter 1999) for the Company's 20 fully owned and active floating drilling
units.  The decrease in fleetwide utilization was primarily due to three
additional rigs, the Transocean John Shaw, the Transocean 97 and the Shelf
Explorer, becoming idle upon the expiration of existing contracts in the second
quarter, and to the Polar Pioneer being in the shipyard for 37 days for a
scheduled survey.  Average dayrates during the second quarter of 1999 declined
to $111,500 (versus $117,500, first quarter 1999) fleetwide and $128,100 (versus
$132,100, first quarter 1999) for the Company's floaters, due primarily to the
Transocean Richardson, the Transocean 96 and the Transocean Nordic commencing
new lower-rate contracts during the second quarter.  As of June 30, 1999, the
Company had 69% of its fleet days committed for the remainder of 1999 (including
the Discoverer Enterprise, which is expected to be placed in service during the
third quarter of 1999) and 44% for the year 2000.

Reduced exploration and development activity, resulting from the sustained
period of low oil prices from late 1997 through early 1999 and industry
consolidation over the same time period, continued in the second quarter despite
the upturn in prices since February 1999.  Rig availability has also increased
as a result of

                                       15
<PAGE>

expiring contracts and construction by drilling contractors of new rigs that are
capable of competing with the Company's deepwater and harsh-environment rigs.
This decline in exploration and development activity and increased rig
availability has created a highly competitive market for contract drilling
services, with corresponding reductions in utilization and dayrates for all
classes of offshore rigs.

Oil prices have continued to rally from lows experienced in 1998 and have
recently reached prices in excess of $20 per barrel, a level not seen since
early 1997.  This increase suggests that there could be an improving long-
term fundamental outlook for the offshore drilling business.  The Company has
recently experienced an increase in customer inquiries in all of its principal
market areas, but this has not yet led to increases in dayrates or rig
utilization.  It is expected that in the near term, customers will continue a
cautious approach to exploration and development spending until these commodity
price gains prove to be sustainable.

The Company's efforts to secure contracts for its drilling units becoming
available due to contract expirations have been and will continue to be
adversely affected by continuing market weakness.  Some units have been
contracted at lower rates in order to secure work and others have been stacked.
As of July 31, 1999, three of the Company's jackups and three semisubmersibles
were stacked.  However, the Company has been successful in securing a 30-month
contract for the Discoverer Seven Seas, announced in June 1999, and shorter-term
work for three other rigs coming off contract and for two stacked rigs, the
Transocean John Shaw and the Shelf Explorer.  In addition to the loss of
revenues associated with stacking rigs, the Company has incurred and may incur
additional expenses associated with severance and related payments to rig
operating personnel made redundant as a result of idled rigs.

LIQUIDITY AND CAPITAL RESOURCES

SOURCES AND USES OF CASH

Cash flows provided by operations were $320.4 million for the six months ended
June 30, 1999, compared to $176.4 million for the six months ended June 30,
1998, an increase of $144.0 million.  The increase in cash provided by
operations was primarily due to increases provided by net working capital
components, partially offset by lower cash flows from net income in the 1999
period over the 1998 period.

Cash flows used in investing activities in the first six months of 1999 were
$224.4 million, compared to $231.9 million in the first six months of 1998.  The
Company received  $26.3 million of capital distributions in respect of an equity
investment in the first six months of 1999 compared to $3.3 million received in
the first six months of 1998.  Partially offsetting these distributions
received, capital expenditures increased by $10.8 million in the first six
months of 1999 as compared to the first six months of 1998.

Cash flows used in financing activities were $110.1 million in the first six
months of 1999, compared to cash flows provided by financing activities of $43.1
million in the first six months of 1998.  The increase in cash used in financing
activities was primarily due to net repayments on the revolving line of credit
during the first six months of 1999 compared to net borrowings during the first
six months of 1998.

CAPITAL EXPENDITURES

The Company's investments in its existing fleet and previously announced fleet
additions continue to require significant capital expenditures.  Capital
expenditures totaled $253 million during the six months ending June 30, 1999 and
are expected to be approximately $310 million during the remainder of the year,
including

                                       16
<PAGE>

amounts that will be spent on the construction of the deepwater drillships
Discoverer Enterprise, Discoverer Spirit and Discoverer Deep Seas.

The following table summarizes actual and projected expenditures (including
capitalized interest) for the Company's major construction projects.
<TABLE>
<CAPTION>

                                                       Discoverer   Discoverer   Discoverer
(Expenditures in millions)                             Enterprise     Spirit     Deep Seas
--------------------------                             ----------   ----------   ----------
<S>                                                    <C>          <C>          <C>

Cumulative at December 31, 1998                              $302         $124         $106
Actual for the six months ended
  June 30, 1999                                                87           83           49
                                                             ----         ----         ----
Cumulative at June 30, 1999                                   389          207          155
Projected--July 1, 1999 through December 31, 1999              40          120          115
Projected--2000                                                --           20           75
                                                             ----         ----         ----
Projected Total Costs                                        $429         $347         $345
                                                             ====         ====         ====
</TABLE>

The amounts shown for the Discoverer Enterprise include certain costs not
expected to be incurred in connection with  the construction of the Discoverer
Spirit and Discoverer Deep Seas, including: engineering design costs that will
not be repeated because the Discoverer Spirit and Discoverer Deep Seas are the
same design as the Discoverer Enterprise; lifting and other construction costs
that will be contracted on a lump sum rather than a time and materials basis;
incremental capitalized interest and administrative costs attributable to
project delays, some of which were due to weather and other factors beyond the
control of the Company; and costs and delays associated with commissioning and
testing several items of drilling equipment that are based on new designs or
technology.  The Discoverer Enterprise is expected to be completed during the
third quarter of 1999; the Discoverer Spirit and the Discoverer Deep Seas are
expected to be completed in the first and third quarters of 2000, respectively.

As with any major construction project that takes place over an extended period
of time, the actual costs, the timing of expenditures, and the project
completion date may vary from estimates based on numerous factors, including
modification of the design, actual terms of awarded contracts, weather, exchange
rates, shipyard labor conditions and the market demand for components and
resources required for drilling unit construction. The Company intends to fund
the cash requirements relating to these capital commitments through available
cash balances, borrowings under the Credit Agreement referred to below and other
commercial bank or capital market financings, including potential public
offerings under the Company's shelf registration statement (discussed below)
and, in the case of the Discoverer Enterprise, financing under the Project
Financing Agreement referred to below.

MERGERS AND ACQUISITIONS

The Company, from time to time, reviews possible mergers and acquisitions of
businesses and drilling units, and may in the future make significant capital
commitments for such purposes.  Any such transaction could involve the payment
by the Company of a substantial amount of cash and the issuance of a substantial
number of ordinary shares. The Company would expect to fund the cash
requirements of any such transaction through cash balances on hand, the
incurrence of additional debt, sales of assets or ordinary shares, or a
combination thereof. See "--Proposed Business Combination".

                                       17
<PAGE>

AUTHORIZED STOCK REPURCHASE

In May 1997, the Company's Board of Directors authorized the repurchase of up to
$200 million worth of its ordinary shares from time to time on the open market
or in privately negotiated transactions. After purchases made during 1997,
approximately $105 million remains available under this authority. The Board of
Directors, from time to time, reviews the possibility of repurchasing ordinary
shares in light of prevailing share prices and the financial position of the
Company.

DEBT

Project Financing Agreement - In connection with the construction of the
Discoverer Enterprise and the completed upgrade of the Transocean Amirante, the
Company's wholly owned subsidiary, Transocean Enterprise Inc., entered into a
project financing agreement effective December 27, 1996 with a group of banks
led by ABN AMRO Bank, N.V., as agent (the "Project Financing Agreement").
Approximately $323 million is available in two tranches for drawdowns during the
construction period. The first tranche of approximately $62.9 million is to be
repaid upon completion of construction and acceptance of the two rigs by Amoco
Production Company ("Amoco"). It bears an interest rate of LIBOR plus 0.35
percent. The Company expects to lend Transocean Enterprise Inc. the necessary
funds to repay the $62.9 million through borrowings under the Revolving Credit
Facility. The second tranche of approximately $259.9 million (of which $124.1
million in borrowings were outstanding as of June 30, 1999) bears an interest
rate of LIBOR plus 0.85 percent during the construction period and is
convertible to term financing upon completion of construction and acceptance of
the two rigs by Amoco. The term financing, which is to be paid out of cash flows
from the two rigs, matures over a period of five years. Amoco has contracted the
Transocean Amirante for a period of up to five years and the Discoverer
Enterprise for a period of five years following their respective acceptance
dates. The Company expects the term financing to consist of borrowings under a
lease securitization facility provided by the agent at a floating interest rate
(which has been converted to a fixed rate by the interest rate swap transactions
described below) plus a margin of 0.36 percent for amounts fully amortized by
cash flows from the Amoco contracts and a margin of 0.62 percent for the
remaining amounts, if any.

The Project Financing Agreement originally required acceptance of the two
drilling units by Amoco, repayment of the first tranche and conversion of the
second tranche to term financing no later than December 31, 1998.  Although the
Transocean Amirante was accepted by Amoco and commenced operations in July 1997,
the Discoverer Enterprise is not expected to be completed until the third
quarter of 1999 due to construction delays.  As a result, during December 1998,
Transocean Enterprise Inc. amended the Project Financing Agreement to extend the
outside date for acceptance of the Discoverer Enterprise, repayment of the first
tranche and conversion of the second tranche to term financing from December 31,
1998 to August 31, 1999.  The Company expects that the Project Financing
Agreement will be further amended to extend such outside date to October 31,
1999.

During June 1999, Transocean Enterprise Inc. amended the terms of its interest
rate swap transactions, which effectively lock in a fixed interest rate for the
term financing under the Project Financing Agreement, to adjust the payment
schedule for the anticipated construction delays.  In connection with the
amendment, the fixed rate Transocean Enterprise Inc. will pay increased from an
average of 6.583 percent to 6.7025 percent. The net unrealized loss on the
interest rate swaps was approximately $4.5 million as of June 30, 1999.

Credit Agreement - The Company entered into a credit agreement dated as of July
30, 1996 with a group of banks led by ABN AMRO Bank, N.V. (the "Credit
Agreement").  The Credit Agreement, as subsequently amended, provides for
borrowing by the Company under a revolving credit facility in the amount of $540

                                       18
<PAGE>

million (the "Revolving Credit Facility").  Loans under the Credit Agreement
bear interest, at the option of the Company, at a base rate or LIBOR plus a
margin (0.25 percent at June 30, 1999) that varies depending on the Company's
funded debt to total capital ratio or its public senior unsecured debt rating.
The Credit Agreement requires compliance with various restrictive covenants,
including an interest coverage ratio, which could limit the Company's ability to
pay dividends in the future.  The Credit Agreement has a maturity date of July
2002.  As of June 30, 1999, $286.7 million was available for borrowings under
the Revolving Credit Facility.

LETTERS OF CREDIT

The Company had letters of credit outstanding at June 30, 1999 totaling $34.2
million, including $28.6 million relating to a legal dispute with Kvaerner
Installasjon a.s.  See Part II. Item 1. Legal Proceedings.  The remaining $5.6
million guarantees various insurance and contract bidding activities.

SHELF REGISTRATION

The Company has filed with the Securities and Exchange Commission  (the "SEC") a
$450 million shelf registration statement on Form S-3 for the proposed offering
from time to time of senior or subordinated debt securities, preferred stock,
common stock and warrants to purchase debt securities, preferred stock, common
stock or other securities.  A recently filed amendment to this registration
statement has not yet been declared effective by the SEC.

DERIVATIVE INSTRUMENTS

The Company enters into a variety of derivative financial instruments in
connection with the management of its exposure to fluctuations in foreign
exchange rates and interest rates.  The Company does not enter into derivative
transactions for speculative purposes; however, for accounting purposes certain
transactions may not meet the current criteria for hedge accounting.

Gains and losses on foreign exchange derivative instruments, which qualify as
accounting hedges, are deferred and recognized when the underlying foreign
exchange exposure is realized.  Gains and losses on foreign exchange derivative
instruments, which do not qualify as hedges for accounting purposes, are
recognized currently based on the change in market value of the derivative
instruments.  At June 30, 1999 and 1998, the Company did not have any foreign
exchange derivative instruments not qualifying as hedges.

The Company uses interest rate swap agreements to effectively convert a portion
of its floating rate debt to a fixed rate basis, reducing the impact of interest
rate changes on future income. Interest rate swaps are designated as a hedge of
underlying future interest payments. The interest rate differential to be
received or paid on the swaps is recognized over the lives of the swaps as an
adjustment to interest expense.  At June 30, 1999, the net unrealized loss on
open interest rate swaps was approximately $4.5 million.

SOURCES OF LIQUIDITY

The Company believes that its cash and cash equivalents, cash generated from
operations, borrowings available under its Credit Agreement, Project Financing
Agreement and access to other financing sources will be adequate to meet its
anticipated short-term and long-term liquidity requirements, including scheduled
debt repayments and capital expenditures for new rig construction and upgrade
projects.

                                       19
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133 Accounting for Derivative
Instruments and Hedging Activities.  In June 1999, the FASB issued SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB 133 to delay the required effective date for adoption of
SFAS 133 to fiscal years beginning after June 15, 2000. Because of the Company's
limited use of derivatives to manage its exposure to fluctuations in foreign
exchange rates and interest rates, management does not anticipate that the
adoption of the new statement will have a significant effect on the results of
operations or the financial position of the Company. The Company will adopt SFAS
133 as of January 1, 2001.

CORPORATE REORGANIZATION

On May 13, 1999, the stockholders approved a corporate reorganization that
resulted in the Company becoming a Cayman Islands corporation rather than a
Delaware corporation.  In the reorganization, which was effected May 14, 1999,
(i) Transocean Offshore Inc., a Delaware corporation ("Transocean-Delaware"),
merged with and into Transocean Offshore (Texas) Inc., a Texas corporation
("Transocean-Texas"), (ii) following, such merger, Transocean-Texas converted to
and registered by way of continuation as a Cayman Islands exempted company
limited by shares named "Transocean Offshore Inc." and (iii) following such
conversion and continuation, the Company contributed a significant portion of
its assets to a newly formed Delaware subsidiary. The Company believes the
reorganization will give it greater flexibility in seeking to lower its
worldwide effective corporate income tax rate and allow it to restructure its
business to improve operational efficiencies, including improved worldwide cash
management. In addition, the Company anticipates that the reorganization may
increase its access to international capital markets, broaden its investor base
by making its securities more attractive to non-U.S. investors and may result in
a more favorable corporate structure for expansion of its current business
through creation of foreign joint ventures and future acquisition opportunities.
In the reorganization, each share of Transocean-Delaware's common stock was
converted into one ordinary share of the Company. The shares of the Company are
listed on the New York Stock Exchange under "RIG," the same symbol under which
the Transocean-Delaware common stock was previously listed.

PROPOSED BUSINESS COMBINATION

On July 12, 1999, the Company announced the signing of a definitive merger
agreement (the "Merger Agreement") among the Company, Sedco Forex Merger
Subsidiary, Ltd., a wholly owned subsidiary of the Company ("Merger Sub"),
Schlumberger Limited ("Schlumberger") and Sedco Forex Holdings Limited, a wholly
owned subsidiary of Schlumberger ("Sedco Forex").  On the same date,
Schlumberger and Sedco Forex separately entered into a definitive distribution
agreement (the "Distribution Agreement").  Pursuant to the Merger Agreement and
the Distribution Agreement, Sedco Forex, which constitutes or will constitute a
substantial portion of the offshore contract drilling business of Schlumberger,
will be spun off to the stockholders of Schlumberger (the "Distribution"), and
promptly merged with and into Merger Sub (the "Merger"), thereby becoming a
wholly-owned subsidiary of the Company.  The Schlumberger stockholders will
receive shares of the Company in exchange for their shares of Sedco Forex in the
Merger.  The Distribution and the Merger are expected to be free of U.S. federal
income taxes.

Following the Distribution and the Merger, Schlumberger stockholders will own 52
percent of the diluted shares in the combined company, which will be renamed
"Transocean Sedco Forex Inc."  The diluted ratio of ownership in the share
capital of the resulting company is fixed by the Merger Agreement and not
subject to adjustment.  Based on the outstanding diluted share count of the
Company on June 30, 1999 (approximately

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<PAGE>

101 million shares), Schlumberger stockholders would receive approximately 109
million shares in the combined company. Using the Schlumberger shares
outstanding on June 30, 1999, Schlumberger stockholders would receive
approximately one newly issued Transocean Sedco Forex share for every five
Schlumberger shares held. The 109 million shares to be issued in the Merger
would be valued at approximately $3.2 billion using the average of the closing
prices of the Company's ordinary shares over the seven-day period commencing
three days before July 12, 1999, the date on which the Merger was announced. The
Merger will be accounted for as a purchase, with Sedco Forex as the accounting
acquiror.

At the effective time of the Merger, Sedco Forex will have approximately $435
million in debt, subject to adjustment based on agreed levels of working capital
and capital expenditures, among other matters.  Transocean Sedco Forex will be
required to refinance all or a substantial portion of this amount immediately
following the Merger.

The transactions described above have been approved, as appropriate, by the
board of directors of each of the Company and Schlumberger and are expected to
close by December 31, 1999, subject to the approval of the shareholders of both
companies, various regulatory approvals, registration of the shares to be issued
in the Merger with the Securities and Exchange Commission, and other customary
closing conditions.

YEAR 2000 ISSUE

The Company has instituted a plan to address the Year 2000 issue for its
computer systems, microprocessors, operational and control systems and other
significant computer-based devices and applications.  It is possible that
certain of these systems will not be able to process dates beginning in the year
2000, as many such systems are based on storing two digits to identify a
particular year rather than a full four digits and are not designed to take into
account the start of a new century.  In addition, like every other business
enterprise, the Company is at risk from year 2000 failures on the part of its
major business counterparts, including suppliers and service providers, as well
as potential failures in public and private infrastructure services, including
electricity, water, gas, transportation and communications.

The Company's Year 2000 plan focuses on Year 2000 compliance in two distinct
areas--(i) rig-based operational systems and control devices and (ii) all other
business, financial and engineering systems, including third-party systems upon
which the Company may rely.  The Company's efforts are directed towards areas
that are reasonably within its control. The plan is being implemented under the
direction of senior management by the Company's information systems and
technology personnel and operations personnel with appropriate expertise. The
five phases of the Company's plan--inventory, assessment, remediation, testing
and verification, and contingency planning--are in varying stages of completion,
and ultimate completion of the plan is expected by December 31, 1999.

Inventory - The Company conducted a survey of computer systems, computer-
controlled equipment, control systems, and electronic devices, including
equipment with embedded microprocessors, onboard each rig to identify those
systems and devices to be reviewed for Year 2000 compliance. With respect to
business, financial and engineering systems, the Company surveyed all of its
internal hardware and software systems worldwide. Key third-party businesses
whose year 2000 failures would most significantly impact the Company were
identified. The inventory phase is substantially complete.

Assessment - Once each at-risk system or device was identified, users were asked
to assess how critical the system or device is to the safety and operations of
the Company.  For rig-based systems, the Company has requested letters of
compliance from its third-party vendors and suppliers for all at-risk items
identified in the survey and, in addition, is conducting its own tests where
possible to verify compliance.  The assessment

                                       21
<PAGE>

phase for rig-based systems, applications and devices is approximately 95
percent complete. With respect to business, financial and engineering systems,
letters of compliance have been requested from all vendors of standard systems,
and the Company is conducting tests of selected systems to provide an enhanced
degree of confidence for Year 2000 compliance. The assessment phase for these
systems is substantially complete. Compliance information has been obtained from
the Company's third-party vendors and suppliers for a majority of the identified
systems or devices.

Remediation - Critical systems and devices identified by the survey that are
likely to be affected by the Year 2000 issue are in the process of being
modified or replaced.  A number of these systems and devices had already been
identified for renewal or replacement in connection with the Company's ongoing
maintenance programs. In some cases, systems or equipment are covered by
warranties, while other vendors are providing software upgrades at minimal
costs. The Company believes its Year 2000 compliance plan has adequately
identified and addressed Year 2000 issues with respect to critical operational
and safety systems and devices. With respect to business, financial and
engineering systems, replacement or modification of known non-compliant systems
has commenced. The remediation phase is approximately 90 percent complete with
respect to rig-based systems, applications and devices and is approximately 75
percent complete with respect to business, financial and engineering systems.
The Company's remediation phase is expected to be substantially completed by
October 31, 1999 except for the replacement of the
maintenance/purchasing/inventory system on certain European rigs, which is
scheduled for the fourth quarter of 1999.  To the extent that certain of these
rigs are not operating in the fourth quarter of 1999, or are not anticipated to
operate in the first quarter of 2000, the Company may choose to delay the
replacement of this system until such rigs are returned to service.  Any such
delay is not expected to have a material impact on the results of operations of
the Company.

Testing and Verification - The testing and verification phase includes
establishing a test environment, performing systems testing (with third parties
if necessary) and verifying the results.  The verification process entails
having experienced personnel review test results, computer screens and printouts
against pre-established criteria to ensure system or device compliance.  In the
case of program logic chips, access to internal programs is frequently not
possible; however, a review of program diagrams is completed to determine if any
date or time dependency exists.  All internal systems and devices identified as
critical operational and safety systems and devices, along with critical
business hardware and software systems are being tested. With respect to rig-
based systems, the Company has instituted an ongoing compliance procedure that
starts with the results of the initial survey followed by analysis, vendor
participation, corrective action, testing and continuous reappraisal.  Testing
and verification is currently underway and is expected to continue throughout
1999. The Company has received compliance information and has successfully
completed testing of its corporate and field-based accounting software systems.
The Company has initiated written and telephonic communications with key third-
party businesses as well as public and private providers of infrastructure
services to ascertain and evaluate their efforts in addressing Year 2000
compliance. Although there have been no indications that such third-party
providers have significant Year 2000 compliance issues, there can be no
assurance that such companies will not experience compliance problems.

Contingency Planning - The Company has developed or, in some cases, is still in
the process of developing specific contingency plans for critical operational
and business systems and devices in the event of Year 2000-related disruptions.
The Company's rig-based operations manuals also include documented policies and
procedures in the event of an emergency or equipment failure.  The effect of
significant Year 2000 disruptions with direct suppliers of materials and
supplies needed for ongoing rig operations is being considered.  An overall
corporate contingency plan will be compiled with input from both operations

                                       22
<PAGE>

personnel and information systems and technology personnel and is expected to be
completed in the fourth quarter of 1999.

The Company believes that the reasonably likely worst case scenario is that
there will be some localized disruptions of systems that will affect individual
business and operations processes, facilities or suppliers for a short time
rather than systemic or long-term problems affecting its business operations as
a whole.  The Company's drilling units are composed of many stand-alone systems
provided by a wide diversity of manufacturers.  As such, the Company believes
the risk of a failure that would affect the functionality or safety of the fleet
is minimal, and the Company does not believe that the Year 2000 issue will have
a significant effect on the operations of its drilling units.

The Company's contingency planning efforts are being designed to identify
systems or other aspects of its business or that of its suppliers that it
believes would be most likely to experience Year 2000 problems, as well as those
business operations in which a localized disruption could have the potential for
causing a wider problem by interrupting the flow of materials or data.  Because
there is uncertainty as to which activities may be affected and the exact nature
of the problems that may arise, the contingency planning efforts will focus on
minimizing the scope and duration of any disruptions by having sufficient
personnel and other resources in place to permit a flexible response to specific
problems as they may arise.

Costs - The Company has expended approximately $0.9 million through June 30,
1999 and expects additional expenditures of approximately $2 million to complete
implementation of its Year 2000 plan, some of which will be capitalized.  The
Company does not separately track the internal costs of employees who are not
working full-time on the Company's Year 2000 plan.

Although the Company's failure to implement fully its Year 2000 compliance plan
or the occurrence of an unexpected Year 2000 problem could result in the
disruption of normal business activities or operations and have a material
adverse effect on the Company's results of operations, liquidity or financial
condition, based upon the work performed to date and the anticipated completion
of the plan during December 1999, the Company does not believe that such matters
will have a material adverse effect.  During the remainder of 1999, the Company
will continue its efforts described above to address potential disruptions in
areas where the Company's operations rely on third parties. In particular, the
Company's operations in international locations could be at a greater risk of
being adversely affected by the failure of third-party businesses to adequately
address the Year 2000 problem.  While such failure could affect the operations
of the Company, either directly or indirectly, in a significant manner, the
Company cannot estimate either the likelihood or the potential cost of such
failures.

The nature and focus of the Company's efforts to address the Year 2000 problem
may be revised periodically as interim goals are achieved or new issues are
identified.

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," "estimates," "expects," "predicts," or "projects" a particular
result or course of events, or that such result or course of events "may" 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 expected capital
expenditures, liquidity requirements, financial arrangements, the timing of

                                       23
<PAGE>

completion of capital projects, the Company's plans and expectations with regard
to Year 2000 issues, the Company's expectations with regard to market outlook,
the proposed business combination between the Company and Sedco Forex, and the
anticipated effects of the reorganization of the Company as a Cayman Islands
corporation. Such statements are subject to numerous risks, uncertainties and
assumptions, including but not limited to uncertainties relating to the level of
activity in offshore oil and gas exploration, development and production
(particularly in deepwater and harsh-environment regions), exploration success
by producers, oil and gas prices, work stoppages by Spanish shipyard workers,
competition and market conditions in the contract drilling industry, delays or
cost overruns on construction projects, the ability to enter into and the terms
of future contracts, risks inherent in turnkey contracts, the availability of
qualified personnel, the outcome of periodic wage negotiations with unions
representing certain Norwegian offshore workers, operating hazards, political
and other uncertainties inherent in foreign operations (including exchange and
currency fluctuations), the impact of governmental laws and regulations, the
adequacy of sources of liquidity, the effect of litigation and contingencies,
the success of the Company in implementing its Year 2000 compliance plan, the
failure of financial and other service providers to be Year 2000 compliant on a
timely basis, and other factors discussed in this quarterly report and in the
Company's other filings with the Securities and Exchange Commission. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources--Debt--Project Financing
Agreement" and "--Liquidity and Capital Resources--Derivative Instruments."

                                       24
<PAGE>

                          PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company has certain claims pending involving a dispute of work performance
by and amounts owed to the Kvaerner shipyard in Norway and contested tax
assessments by the municipality of Rio de Janeiro, Brazil. These matters have
been previously discussed and reported in the Company's Annual Report on Form
10-K for the year ended December 31, 1998. There have been no material
developments in these previously reported matters.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Effective May 14, 1999, the Company completed a corporate reorganization that
resulted in the Company becoming a Cayman Islands corporation rather than a
Delaware corporation.  A description of the reorganization and of the Company's
ordinary shares is included in the Company's Proxy Statement/Prospectus filed
with the Securities and Exchange Commission on April 12, 1999 and its Current
Report on Form 8-K dated May 14, 1999.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Stockholders on May 13, 1999 there were represented in
person or by proxy 84,314,847 shares out of 100,560,300 entitled to vote as of
the record date, constituting a quorum.  Two matters were submitted to a vote of
stockholders.  The first matter submitted was the approval of the reorganization
and the approval and adoption of the Agreement and Plan of Merger and Conversion
attached to and described in the Proxy Statement/Prospectus relating to the
meeting.  See "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Corporate Reorganization".  Of those shares
represented in person or by proxy, 65,945,101 were eligible to vote on this
matter with the remainder of such shares representing broker non-votes.  The
reorganization was approved and the Agreement and Plan of Merger and Conversion
was approved and adopted by the stockholders with 63,910,038 shares voting for
approval and adoption, 1,657,879 voting against and 377,184 abstaining from
voting.

The second matter was the election of Class III Directors as set forth in the
Company's Proxy Statement/Prospectus relating to the meeting.  With respect to
such election, the following number of votes were cast as to the Class III
Director nominees: Robert J. Lanigan, 84,047,260 votes for and 267,587 votes
withheld; Max L. Lukens, 84,067,880 votes for and 246,967 votes withheld; and W.
Dennis Heagney, 84,069,080 votes for and 245,767 votes withheld.

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<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 the Company (incorporated by reference to
          Annex B to the Proxy Statement/Prospectus included in the Company's
          Registration Statement on Form S-4 (Registration No. 333-75899)).

 *3.2     Articles of Association of the Company (incorporated by reference to
          Annex C to the Proxy Statement/Prospectus included in the Company's
          Registration Statement on Form S-4 (Registration No. 333-75899)).

 *4.1     Second Supplemental Indenture dated as of May 14, 1999 between the
          Company and Chase Bank of Texas, National Association, as trustee
          (incorporated by reference to Exhibit 4.5 to the Company's Post-
          Effective Amendment No. 1 to Registration Statement on Form S-3
          (Registration No. 333-59001-99)).

 10.1     Form of Employment Agreements dated May 14, 1999 between J. Michael
          Talbert, W. Dennis Heagney, Robert L. Long, Jon C. Cole, Donald R.
          Ray, Eric B. Brown, Barbara S. Koucouthakis and Alan A. Broussard,
          individually, and Transocean Offshore Inc.

*10.2     Amendment No. 1 to Employee Stock Purchase Plan of the Company dated
          as of May 14, 1999 (incorporated by reference to Exhibit 4.4 to the
          Company's Post-Effective Amendment No. 1 to Registration Statement on
          Form S-8 (Registration No. 333-58203-99)).

*10.3     Amendment No. 1 to Long Term Incentive Plan of the Company dated as of
          May 14, 1999 (incorporated by reference to Exhibit 4.4 to the
          Company's Post-Effective Amendment No. 1 to Registration Statement on
          Form S-8 (Registration No. 333-58211-99)).


 27.1     Financial Data Schedule.
-------------------
*  Incorporated by reference as indicated.

     (b)  Reports on Form 8-K

     The Company filed a Current Report on Form 8-K on May 17, 1999 reporting
under Item 5. thereof the completion of the corporate reorganization of the
Company and including as an exhibit the press release relating thereto.

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<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, thereunto duly authorized, on August 10, 1999.

                                         TRANSOCEAN OFFSHORE INC.



                                         By: /s/ Robert L. Long
                                             --------------------------------
                                            Robert L. Long
                                            Senior Vice President
                                            (Principal Financial Officer)


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

                                       27