<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 MARCH 31, 2000

                                      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 SEDCO FOREX 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 April 30, 2000, 210,457,127 ordinary shares, par value $.01 per
share, were outstanding.

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

<PAGE>

                          TRANSOCEAN SEDCO FOREX INC.

                              INDEX TO FORM 10-Q

                         QUARTER ENDED MARCH 31, 2000

                                                                          Page
                                                                          ----

PART I - FINANCIAL INFORMATION

     ITEM 1. Financial Statements (Unaudited)

         Condensed Consolidated Statements of Operations
          Three Months Ended March 31, 2000 and 1999.....................   1

         Condensed Consolidated Balance Sheets
          March 31, 2000 and December 31, 1999...........................   2

         Condensed Consolidated Statements of Cash Flows
          Three Months Ended March 31, 2000 and 1999.....................   3

         Notes to Condensed Consolidated Financial Statements............   4

     ITEM 2. Management's Discussion and Analysis of Financial

         Condition and Results of Operations.............................  10

     ITEM 3. Quantitative and Qualitative Disclosures about Market Risk..  16

PART II - OTHER INFORMATION

     ITEM 1. Legal Proceedings...........................................  16

     ITEM 6. Exhibits and Reports on Form 8-K............................  17
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The condensed consolidated financial statements of Transocean Sedco Forex Inc.
and consolidated subsidiaries (the "Company") included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and notes normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such
rules and regulations.  These financial statements should be read in conjunction
with the audited combined financial statements and the notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

                  TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March 31,
                                                                 --------------------
                                                                   2000        1999
                                                                 --------    --------
                                                                    (In thousands,
                                                                except per share data)
<S>                                                             <C>          <C>
Operating Revenues                                               $300,849    $189,158
-------------------------------------------------------------------------------------

Costs and Expenses
 Operating and maintenance                                        185,997     146,706
 Depreciation and amortization                                     64,575      30,569
 General and administrative                                        12,878       4,116
-------------------------------------------------------------------------------------
                                                                  263,450     181,391
-------------------------------------------------------------------------------------

Operating Income                                                   37,399       7,767
-------------------------------------------------------------------------------------

Other Income (Expense), Net
 Equity in earnings of joint ventures                               2,870         709
 Interest income                                                      961       2,267
 Interest expense, net of amounts capitalized                          --      (3,094)
 Other, net                                                           948         (85)
-------------------------------------------------------------------------------------
                                                                    4,779        (203)
-------------------------------------------------------------------------------------

Income Before Income Taxes                                         42,178       7,564

Income Tax Expense (Benefit)                                        9,701      (3,772)
-------------------------------------------------------------------------------------

Net Income                                                       $ 32,477    $ 11,336
=====================================================================================

Earnings Per Share (Pro forma prior to effective date of
 the merger)
 Basic                                                           $   0.15       $0.10
=====================================================================================
 Diluted                                                         $   0.15       $0.10
=====================================================================================

Weighted Average Shares Outstanding (Pro forma prior to
 effective date of the merger)
 Basic                                                            210,153     109,564
-------------------------------------------------------------------------------------
 Diluted                                                          211,048     109,636
-------------------------------------------------------------------------------------

Dividends Paid Per Share                                         $   0.03          --
=====================================================================================
</TABLE>

                            See accompanying notes.

                                       1
<PAGE>

                 TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                March 31,   December 31,
                                                                  2000          1999
                                                               ----------    ----------
                                                           (In thousands, except share data)
                                    ASSETS
<S>                                                            <C>           <C>
Cash and Cash Equivalents                                      $  122,857    $  165,673
Accounts Receivable, less allowance for doubtful
 accounts of $27,751 and $27,109                                  298,307       292,628
Materials and Supplies                                             78,269        77,058
Deferred Income Taxes                                              21,783        12,562
Other Current Assets                                               19,773        10,945
---------------------------------------------------------------------------------------
 Total Current Assets                                             540,989       558,866
---------------------------------------------------------------------------------------

Property and Equipment                                          5,642,367     5,498,116
Less Accumulated Depreciation                                   1,209,114     1,153,614
---------------------------------------------------------------------------------------
 Property and Equipment, net                                    4,433,253     4,344,502
---------------------------------------------------------------------------------------

Goodwill, net                                                   1,063,999     1,067,594
Investments in and Advances to Joint Ventures                     103,512       101,892
Other Assets                                                       37,699        67,316
---------------------------------------------------------------------------------------
 Total Assets                                                  $6,179,452    $6,140,170
=======================================================================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts Payable                                               $  107,426    $  144,538
Accrued Income Taxes                                              100,136       111,853
Current Portion of Long-Term Debt                                  61,367        78,584
Other Current Liabilities                                         181,680       193,546
---------------------------------------------------------------------------------------
  Total Current Liabilities                                       450,609       528,521
---------------------------------------------------------------------------------------

Long-Term Debt                                                  1,251,742     1,187,578
Deferred Income Taxes                                             402,348       383,991
Other Long-Term Liabilities                                       131,178       129,941
---------------------------------------------------------------------------------------
  Total Long-Term Liabilities                                   1,785,268     1,701,510
---------------------------------------------------------------------------------------

Preference Shares, $0.10 par value; 50,000,000 shares
   authorized, none issued and outstanding                             --            --
Ordinary Shares, $0.01 par value; 300,000,000 shares
   authorized, 210,441,345 shares issued and outstanding
   at March 31, 2000, and 210,119,501 shares issued and
   outstanding at December 31, 1999                                 2,106         2,101
Additional Paid-in Capital                                      3,915,296     3,908,038
Retained Earnings                                                  26,173            --
---------------------------------------------------------------------------------------
  Total Shareholders' Equity                                    3,943,575     3,910,139
---------------------------------------------------------------------------------------
  Total Liabilities and Shareholders' Equity                   $6,179,452    $6,140,170
=======================================================================================

</TABLE>

                            See accompanying notes.

                                       2
<PAGE>

                  TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31,
                                                                     --------------------------
                                                                        2000             1999
                                                                     ---------        ---------
                                                                           (In thousands)
<S>                                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                          $  32,477        $  11,336
 Adjustments to reconcile net income to
  net cash provided by operating activities
   Depreciation and amortization                                        64,575           30,569
   Deferred income taxes                                                 8,868           (9,391)
   1999 Charges                                                             --           40,249
   Equity in earnings of joint ventures                                 (2,870)            (709)
   Deferred income, net                                                 (7,037)          (5,415)
   Deferred expenses, net                                                1,103               --
   Other, net                                                           (1,234)          (1,389)
   Changes in operating assets and liabilities
    Accounts receivable                                                 (7,893)          65,549
    Accounts payable and accrued liabilities                           (38,141)           5,545
    Receivable/payable with related parties, net                            --          (35,839)
    Income taxes receivable/payable, net                               (11,717)              48
    Other current assets                                               (13,538)          (2,169)
-----------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                               24,593           98,384
-----------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                                 (140,758)        (105,459)
 Proceeds from sale of coiled tubing drilling services business         24,488               --
 Other, net                                                              1,456            2,987
-----------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                 (114,814)        (102,472)
-----------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Net borrowings on Revolving Credit Agreement                           85,000               --
 Net proceeds from other debt                                            3,339               --
 Repayments on Secured Loan Agreement                                  (35,294)              --
 Repayments on Secured Rig Financing                                    (4,024)          (3,732)
   Repayment of Notes Payable                                           (2,308)              --
   Proceeds from issuance of ordinary shares under
    stock-based compensation plans                                       7,492               --
   Dividends paid                                                       (6,304)              --
 Proceeds from debt to related parties                                      --          158,000
 Advances and other to related parties                                      --          (70,592)
 Repayments of debt to related parties                                      --           (6,140)
 Other, net                                                               (496)              --
-----------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                               47,405           77,536
-----------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                   (42,816)          73,448
-----------------------------------------------------------------------------------------------

Cash and Cash Equivalents at Beginning of Period                       165,673          174,481
-----------------------------------------------------------------------------------------------

Cash and Cash Equivalents at End of Period                           $ 122,857        $ 247,929
===============================================================================================
</TABLE>
                            See accompanying notes.

                                       3
<PAGE>

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

NOTE 1 - PRINCIPLES OF CONSOLIDATION

  Transocean Sedco Forex Inc. (together with its majority owned subsidiaries and
predecessors, the "Company", unless the context requires otherwise) is a leading
international provider of deepwater and harsh environment contract drilling
services for oil and gas wells.  The Company owns, has partial ownership
interests in, operates or has under construction 73 mobile offshore drilling
units.  The Company contracts these drilling rigs, related equipment and work
crews primarily on a dayrate basis to drill offshore wells.

  On December 31, 1999, the merger of Transocean Offshore Inc. and Sedco Forex
Holdings Limited ("Sedco Forex") was completed.  Sedco Forex was the offshore
contract drilling service business of Schlumberger Limited ("Schlumberger") and
was spun-off immediately prior to the merger transaction. As a result of the
merger, Sedco Forex became a wholly owned subsidiary of Transocean Offshore
Inc., which changed its name to Transocean Sedco Forex Inc.  The merger was
accounted for as a purchase, with Sedco Forex as the acquiror for accounting
purposes.

  The balance sheets presented in these condensed financial statements and the
statements of operations and cash flows for the quarter ended March 31, 2000
represent the consolidated financial position, results of operations and cash
flows of the merged company.  The results of operations and cash flows for the
quarter ended March 31, 1999 reflect the operating results and cash flows of
Sedco Forex and not those of historical Transocean Offshore Inc.  Intercompany
transactions and accounts have been eliminated. The equity method of accounting
is used for investments in joint ventures owned 50 percent or less.

  The condensed financial statements for the period prior to the merger
represent the offshore contract drilling service business of Schlumberger, which
comprised certain businesses, operations, assets and liabilities of Sedco Forex
and its subsidiaries and of Schlumberger and its subsidiaries, as defined in a
distribution agreement.  Although Sedco Forex was not a separate public company
prior to the merger, the condensed financial statements are presented as if
Sedco Forex had existed as an entity separate from its parent, Schlumberger.
The condensed financial statements include the historical revenues and expenses
that were directly related to the offshore contract drilling service business of
Schlumberger during the quarter ended March 31, 1999 and have been prepared
using Schlumberger's historical results of operations of Sedco Forex.

  Prior to the merger, certain Schlumberger corporate expenses, including
centralized research and engineering, legal, accounting, employee benefits, real
estate, insurance, information technology services, treasury and other corporate
and infrastructure costs, although not directly attributable to Sedco Forex's
operations, were allocated to Sedco Forex on bases that Schlumberger and Sedco
Forex considered to be a reasonable reflection of the utilization of services
provided or the benefit received by Sedco Forex (see Note 7).  The financial
information for the period prior to the merger included herein may not reflect
the combined operating results and cash flows of Sedco Forex had Sedco Forex
been a separate, stand-alone entity during the period presented.

  Because Sedco Forex was historically not operated as a separate, stand-alone
entity, and in many cases Sedco Forex's results were included in the
consolidated financial statements of Schlumberger on a divisional basis, there
are no separate meaningful historical equity accounts for Sedco Forex prior to
the merger.

                                       4
<PAGE>

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

NOTE 2 - GENERAL

BASIS OF CONSOLIDATION - The accompanying condensed financial statements of the
Company have been prepared without audit in accordance with accounting
principles generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X of the Securities and Exchange Commission.  Accordingly, pursuant to such
rules and regulations, these financial statements do not include all disclosures
required by accounting principles generally accepted in the United States for
complete financial statements.  Operating results for the three month period
ended March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000 or for any future period.  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 financial statements and notes thereto should be read in conjunction
with the combined financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

SUPPLEMENTARY CASH FLOW INFORMATION - Cash payments for interest and income
taxes, net were $17.0 million and $12.5 million, respectively, for the three
months ended March 31, 2000 and $4.6 million and $5.4 million, respectively, for
the three months ended March 31, 1999.

GOODWILL - The excess of the purchase price over the estimated fair value of net
assets acquired is accounted for as goodwill and is amortized on a straight-line
basis over 40 years. The amortization period is based on the nature of the
offshore drilling industry, long-lived drilling equipment and the long-standing
relationships with core customers.  Accumulated amortization as of March 31,
2000 totaled $6.7 million.

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 $23.1 million and $5.0 million for the three
months ended March 31, 2000 and 1999, respectively.

CHANGE IN ESTIMATE - As a result of the merger, the Company conformed its
policies relating to estimated rig lives and salvage values.  Estimated useful
lives of its offshore drilling units now range from 18 to 35 years, reflecting
maintenance history and market demand for these drilling units. Depreciation
expense for the three months ended March 31, 2000 was reduced by approximately
$17 million (net $ 0.08 per diluted share) as a result of conforming these
policies.

INCOME TAXES - Income taxes have been provided based upon the tax laws and rates
in the countries in which operations are conducted and income is earned.  There
is no expected relationship between the provision for or benefit from income
taxes and income or loss before income taxes because the countries have taxation
regimes which vary not only with respect to nominal rate, but also in terms of
the availability of deductions, credits and other benefits.  Variations also
arise because income earned and taxed in any particular country or countries
fluctuates from year to year.

SEGMENTS - The Company's operations share similar economic characteristics and
have been aggregated into one reportable segment.  The Company operates in one
industry segment, offshore contract drilling services.  The Company provides
these services with different types of offshore drilling equipment located in
several geographic regions.  The location of the Company's rigs and the
allocation of resources to build or upgrade rigs is determined by the activities
and needs of customers.

                                       5
<PAGE>

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

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
effective date for the adoption of SFAS No. 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 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 3 - PRO FORMA COMBINED OPERATING RESULTS


  Unaudited pro forma combined operating results of Sedco Forex and Transocean
Offshore Inc. for the quarter ended March 31, 1999, assuming the merger (see
Note 1) had been completed as of January 1, 1999, are summarized as follows:

<TABLE>
<CAPTION>

<S>                                                           <C>
Three months ended March 31,                                    1999
-----------------------------------------------------------------------
(In thousands, except per share data)

Operating revenues                                            $495,517
Operating income                                               117,749
Net income                                                      86,911
Earnings per share:
 Basic                                                        $   0.41
 Diluted                                                          0.41
</TABLE>

  The pro forma information includes adjustments for additional depreciation
based on the fair market value of the drilling and other property and equipment
acquired, the amortization of goodwill arising from the transaction, decreased
interest expense for related party debt replaced by borrowings under the Term
Loan Agreement (see Note 5), decreased interest income associated with the
reduction of cash balances and related adjustments for income taxes.  The pro
forma information is not necessarily indicative of the results of operations had
the transaction been effected on the assumed date or the results of operations
for any future periods.

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

NOTE 4 - UPGRADE AND EXPANSION OF DRILLING FLEET

  Capital expenditures, including capitalized interest, totaled $141 million
during the quarter ended March 31, 2000 and include $26 million, $27 million,
$29 million, $32 million and $20 million spent on the construction of the Sedco
Express, Sedco Energy, Cajun Express, Discoverer Spirit and Discoverer Deep
Seas, respectively. The Company also spent $10 million on the construction of
the Trident 20 during the first quarter of 2000, which was offset by a $20
million client reimbursement for estimated incremental costs to construct the
rig in the Caspian Sea.

NOTE 5 - DEBT


  Debt is comprised of the following:
                                              March 31,    December 31,
                                                2000           1999
----------------------------------------------------------------------
(In thousands)

Term Loan Agreement                         $  400,000     $  400,000
Revolving Credit Agreement                     320,000        235,000
Secured Loan Agreement                         199,880        235,174
8.00% Debentures                               197,795        197,774
7.45% Notes                                     93,972         93,916
Secured Rig Financing                           81,121         85,145
6.90% Notes Payable                             16,943         19,153
Other                                            3,398             --
----------------------------------------------------------------------

 Total Debt                                  1,313,109      1,266,162
Less Current Maturities                         61,367         78,584
----------------------------------------------------------------------

 Total Long-Term Debt                       $1,251,742     $1,187,578
======================================================================

  Secured Loan Agreement - In January 2000, the Company agreed to cancel the
remaining 14 months of a contract with BP Amoco for its semisubmersible rig, the
Transocean Amirante, for a cash settlement of $25.1 million, which was
recognized as revenue during the first quarter of 2000.  The cash received was
used to repay borrowings under the Secured Loan Agreement relating to the
Transocean Amirante and the security interest in the rig was released by the
banks.  An interest rate swap agreement related to the Secured Loan Agreement
was also amended to reflect the reduced amounts subject to the swap.

                                       7
<PAGE>

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

NOTE 6 - OTHER CURRENT LIABILITIES

  Other current liabilities are comprised of the following:

                                            March 31,    December 31,
                                              2000           1999
----------------------------------------------------------------------
(In thousands)

Accrued Payroll and Employee Benefits       $ 59,490       $ 63,082
Contract Disputes and Legal Claims            52,654         50,454
Deferred Gain on Sale of Rigs                 26,167         26,167
Accrued Taxes, Other than Income              10,271         14,390
Accrued Interest                              16,075         10,056
Other                                         17,023         29,397
----------------------------------------------------------------------
                                            $181,680       $193,546
======================================================================

NOTE 7 - RELATED PARTY TRANSACTIONS

  The financial statements for the quarter ended March 31, 1999 include
allocations from Schlumberger of certain corporate expenses, including
centralized research and engineering, legal, accounting, employee benefits, real
estate, insurance, information technology services, treasury and other corporate
and infrastructure costs. These allocations were determined on bases that
Schlumberger and Sedco Forex considered to be a reasonable reflection of the
utilization of services provided or the benefit received by Sedco Forex. The
allocation methods included relative revenues, headcount, square footage,
transaction processing costs, adjusted operating expenses and others. These
allocations resulted in charges of $16.6 million to operating and maintenance
expense and $1.6 million to general and administrative expense for the quarter
ended March 31, 1999.  The Company incurred expenses amounting to approximately
$3.1 million in the first quarter of 2000 for transitional services provided by
Schlumberger.

NOTE 8 - 1999 CHARGES

  Operating and maintenance expense for the quarter ended March 31, 1999
includes charges totaling $42.0 million, of which $13.2 million relates to
termination and severance benefits and $28.8 million relates to potential legal
claims.

NOTE 9 - SALE OF COILED TUBING DRILLING SERVICES BUSINESS

  In February 2000, the Company sold its coiled tubing drilling services
business to Schlumberger.  The net proceeds from the sale were $24.5 million and
no gain or loss was recognized on the sale.  The Company's interest in its
Transocean-Nabors Drilling Technology LLC and DeepVision L.L.C. joint ventures
were excluded from the sale.

                                       8
<PAGE>

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

NOTE 10 -  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 March 31,                                             2000       1999
------------------------------------------------------------------------------------------
(In thousands, except per share data)
<S>                                                                    <C>        <C>
Net income for basic and diluted earnings per share                    $ 32,477   $ 11,336
------------------------------------------------------------------------------------------

Weighted-average shares outstanding (Pro forma prior
 to effective date of the merger):
  Shares for basic earnings per share                                   210,153    109,564
  Effect of dilutive securities:
    Employee stock options and unvested stock grants                        895         72
------------------------------------------------------------------------------------------
Adjusted weighted-average shares and assumed
 conversions for diluted earnings per share                             211,048    109,636
==========================================================================================

Earnings per share (Pro forma prior to effective date of merger):
   Basic                                                               $   0.15   $   0.10
==========================================================================================
   Diluted                                                             $   0.15   $   0.10
==========================================================================================
</TABLE>

  Sedco Forex did not have a separate capital structure prior to the spin-off
from Schlumberger and merger with Transocean Offshore Inc. (see Note 1).
Accordingly, historical earnings per share has not been presented for the
periods prior to the merger.  Pro forma earnings per share for the quarter ended
March 31, 1999 was calculated using the Transocean Sedco Forex shares issued
pursuant to the merger agreement and the dilutive effect of Transocean Sedco
Forex stock options granted to former Sedco Forex employees at the time of the
merger, as applicable.

                                       9
<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 combined financial statements and the notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

OVERVIEW

  On December 31, 1999, the merger of Transocean Offshore Inc. and Sedco Forex
Holdings Limited ("Sedco Forex") was completed.  Sedco Forex was the offshore
contract drilling service business of Schlumberger Limited ("Schlumberger") and
was spun-off immediately prior to the merger transaction.  As a result of the
merger, Sedco Forex became a wholly owned subsidiary of Transocean Offshore
Inc., which changed its name to Transocean Sedco Forex Inc.  The merger was
accounted for as a purchase, with Sedco Forex as the acquiror for accounting
purposes.

  Transocean Sedco Forex Inc. (together with its subsidiaries and predecessors,
unless the context requires otherwise, the "Company", "we" or "our") is a
leading international provider of deepwater and harsh environment contract
drilling services for oil and gas wells.  As of May 1, 2000, the Company owns,
has partial ownership interests in, operates or has under construction 73 mobile
offshore drilling units.  The Company's active fleet consists of twelve high-
specification semisubmersibles, thirty-one second- and third-generation
semisubmersibles, one Discoverer Enterprise-class drillship, four other
drillships, sixteen jackup rigs and three tenders.  The Company has under
construction two Discoverer Enterprise-class drillships, three Sedco Express-
class semisubmersibles and one independent-leg cantilevered jackup. In addition,
the fleet includes one multipurpose service jackup, six swamp barges and two
land drilling rigs.  The Company contracts these drilling rigs, related
equipment and work crews primarily on a dayrate basis to drill offshore wells.

  The balance sheets presented in the condensed financial statements and the
statements of operations and cash flows for the quarter ended March 31, 2000
represent the consolidated financial position, results of operations and cash
flows of the merged company.  The results of operations and cash flows for the
quarter ended March 31, 1999 reflect the operating results and cash flows of
Sedco Forex and not those of historical Transocean Offshore Inc.  At the time of
the merger, Sedco Forex owned, had ownership interests in or operated 40 mobile
offshore drilling rigs and had four such rigs under construction.

OPERATING RESULTS

    Quarter ended March 31, 2000 compared to Quarter ended March 31, 1999

  Net income for the three months ended March 31, 2000 was $32.5 million, or
$0.15 per diluted share, on revenues of $300.8 million and reflect the results
of the combined company.  The results also include a cash settlement of $25.1
million, or a net $0.08 per diluted share, relating to an agreement with BP
Amoco to cancel the remaining 14 months of firm contract time on the
semisubmersible Transocean Amirante.  Net income for the corresponding period in
1999 was $11.3 million, or $0.10 per pro forma diluted share, on revenues of
$189.2 million.  Operating and maintenance expense for the first quarter of 1999
included charges for severance costs and provisions for potential legal claims
totaling $42.0 million, or a net $0.30 per pro forma diluted share. The results
for the three months ended March 31, 1999 reflect Sedco Forex historic results
only and not those of Transocean Offshore Inc.

  Operating revenues for the three months ended March 31, 2000 were $300.8
million compared to $189.2 million for the same period in 1999, an increase of
$111.6 million or 59 percent.  The increase was primarily as a result of the
merger. Revenues for the first quarter of 2000 include the $25.1 million
settlement relating to the Transocean Amirante contract cancellation.  Revenues
relating to former Sedco Forex operations totaled $123.0 million for the March
2000 quarter, representing a $66.2 million or 35 percent decrease over the
comparable 1999 period. The decrease in revenues related to former Sedco

                                       10
<PAGE>

Forex rigs resulted from lower utilization and dayrates for these rigs, which
declined from an average of 75 percent and $71,200, respectively, for the first
quarter of 1999 to an average of 58 percent and $59,200, respectively, for the
same period in 2000.

  Operating and maintenance expense for the three months ended March 31, 2000
was $186.0 million compared to $146.7 million for the same period in 1999, an
increase of $39.3 million or 27 percent.  The increase was primarily as a result
of the merger. Operating and maintenance expense for the first quarter of 1999
included charges totaling $42.0 million relating to severance liabilities and
provisions for potential legal claims and $16.6 million in allocations of costs
by Schlumberger. A large portion of operating and maintenance expense consists
of employee-related costs and is fixed or only semi-variable. Accordingly,
operating and maintenance expense does not vary in direct proportion to
activity.

  Depreciation and amortization expense increased $34.0 million or 111 percent,
from $30.6 million in the first quarter of 1999 to $64.6 million in the same
period of 2000. Depreciation expense increased primarily due to the addition of
the former Transocean Offshore Inc. rigs and equipment at fair value. In
addition, $6.7 million of amortization of goodwill resulting from the merger was
recorded in the first quarter of 2000. Depreciation expense was reduced by
approximately $17 million (net $0.08 per diluted share) for the first quarter of
2000 as a result of the Company conforming its policies relating to estimated
rig lives and salvage values.

  General and administrative expense for the three months ended March 31, 2000
was $12.9 million compared to $4.1 million for the same period in 1999, an
increase of $8.8 million or 215 percent. The increase is primarily attributable
to the merger and reflects the costs to manage a larger, more complex and
geographically diverse organization. General and administrative expense for the
three months ended March 31, 1999 included an allocation of corporate overhead
by Schlumberger that amounted to approximately $1.6 million.

  Other income was $4.8 million for the three months ended March 31, 2000
compared to other expense of $0.2 million for the first quarter of 1999. The
Company capitalized $23.1 million of interest relating to construction projects
during the first quarter of 2000 compared to $5.0 million for the same period in
1999.

  Income tax expense for the three months ended March 31, 2000 was $9.7 million
compared to a benefit of $3.7 million for the first quarter of 1999. Sedco Forex
recognized a $9.5 million deferred tax benefit during the 1999 period relating
to charges for potential legal claims. The Company operates internationally and
provides for income taxes based on the tax laws and rates in the countries in
which it operates and income is earned. There is no expected relationship
between the provision for income taxes and income before income taxes.

    1999 PRO FORMA OPERATING RESULTS

  Unaudited pro forma combined results for Transocean Sedco Forex Inc. for the
three months ended March 31, 1999, reflected net income of $86.9 million or
$0.41 per diluted share on pro forma revenues of $495.5 million.  The pro forma
operating results assume the spin-off and merger was completed on January 1,
1999.  See Note 3 to the condensed financial statements.  These pro forma
results do not reflect the effects of reduced depreciation expense related to
conforming the estimated lives of Sedco Forex rigs and the elimination of
certain allocated costs from Schlumberger, which will not be incurred in the
future.  The pro forma financial data should not be relied on as an indication
of operating results that Transocean Sedco Forex Inc. would have achieved had
the spin-off and merger taken place earlier or of the future results that
Transocean Sedco Forex Inc. may achieve.

                                       11
<PAGE>

MARKET OUTLOOK

  Fleet utilization for the first quarter of 2000 averaged 62 percent for our 62
fully owned or chartered and active mobile offshore drilling units (i.e.,
excluding newbuilds under construction, managed rigs and partially owned rigs
which are not operated by us). Fleet utilization for the same units was 69
percent for the fourth quarter of 1999. Combined semisubmersible and drillship
("floater") utilization for active units was 60 percent during the first quarter
of 2000, compared to utilization of 71 percent for the same units during the
fourth quarter of 1999. Average dayrates during the first quarter of 2000 for
these 62 rigs were $74,600 and $94,500 for floaters compared to average dayrates
of $74,400 and $92,200, respectively, for the fourth quarter of 1999.

  Fleet activity in the first quarter 2000 continued to suffer from the global
reduction in exploration and development spending by our customers, resulting
from the sustained period of significantly lower oil prices from late 1997
through early 1999 and consolidation activity among major oil producers over the
same period. Despite a recovery in crude oil prices during the latter part of
1999 and the first quarter of 2000, spending levels have not increased
significantly and there remains surplus rig capacity, particularly in the lower
specification semisubmersible and the jackup markets.  This excess capacity
resulted from expiring contracts and delivery of newly constructed or upgraded
drilling rigs by a number of offshore drilling contractors.  The lower
exploration and development activity and increased rig availability resulted in
a continued highly competitive market for contract drilling services.

  While our overall fleet utilization declined in the first quarter of 2000
compared to the last quarter of 1999, it has improved since bottoming out at 59
percent in February of this year.  We believe that the seasonal drilling
programs in the North Sea should contribute to a higher utilization rate in the
second and third quarters of 2000.  However, we do not expect this anticipated
increase to lead to significantly higher dayrates. In addition, utilization and
revenue will be negatively impacted by repair time at zero dayrate incurred in
April and May 2000 by the Discoverer Enterprise.

  As of April 25, 2000, 53 of the 62 active and fully owned or chartered mobile
offshore drilling units were either operating or had signed contracts for future
operations, including 38 of 43 floaters.  On March 31, 2000, we had
approximately 63% of our fleet days committed to firm contracts for the
remainder of 2000.

LIQUIDITY AND CAPITAL RESOURCES

  SOURCES AND USES OF CASH

  Cash flows provided by operations were $24.6 million for the three months
ended March 31, 2000, compared to $98.4 million for the same period in 1999, a
decrease of $73.8 million.  The decrease in cash provided by operations was
primarily due to decreases from net working capital components.

  Cash flows used in investing activities increased $12.3 million from $102.5
million for the quarter ended March 31, 1999 to $114.8 million for the same
period in 2000.  The increase in cash used in investing activities resulted
primarily from an increase in capital expenditures relating to rig construction
and upgrade projects, partially offset by $24.5 million in proceeds from the
sale of the coiled tubing drilling services business in the first quarter of
2000.

  Cash flows provided by financing activities decreased $30.1 million from $77.5
million in the first quarter of 1999 to $47.4 million for the same period in
2000.  During the first quarter of 2000, the Company borrowed under its
Revolving Credit Agreement and paid down a portion of its Secured Loan
Agreement.  During the first quarter of 1999, Sedco Forex obtained long-term
funding from related parties, which was partially offset by short-term advances
to related parties.

                                       12
<PAGE>

  CAPITAL EXPENDITURES

  Capital expenditures, including capitalized interest, totaled $141 million
during the three months ended March 31, 2000.  The Company's investments in its
existing fleet and previously announced fleet additions, including the Sedco
Express-class semisubmersibles, the Trident 20 and the Discoverer Enterprise-
class drillships, continue to require significant capital expenditures and are
expected to be approximately $462 million for the remainder of 2000.

  The following table summarizes projected expenditures (including capitalized
interest) during the remainder of 2000 for the Company's major construction
projects.

<TABLE>
<CAPTION>
                            Expenditures  -         Projected                Projected
                          Three Months Ended     Expenditures -            Recorded Value
                            March 31, 2000      Remainder of 2000          At Completion
                          -------------------   -----------------          --------------
<S>                       <C>                   <C>                        <C>
(In millions)

Sedco Express                   $ 26                  $61                       $335
Sedco Energy                      27                   63                        335
Cajun Express                     29                   41                        278
Discoverer Spirit                 32                   41                        312
Discoverer Deep Seas              20                   94                        315
Trident 20 (1)                   (10)                  39                        129
--------------------------------------------------------------------------------------------
                                $124                 $339                     $1,704
============================================================================================
</TABLE>
(1)  Net of a $20 million client reimbursement for estimated incremental costs
     to construct the rig in the Caspian Sea.

  The Company has under construction three Sedco Express-class semisubmersibles.
These semisubmersibles will be capable of ultra-deepwater drilling operations
and are designed to reduce total well construction time by up to 25 percent
through several technological innovations. The Sedco Express is expected to be
operational in the third quarter of 2000, when it will begin a three-year
contract with Elf. The Sedco Energy is expected to be operational in the third
quarter of 2000, when it will begin a five-year contract with Texaco. The Cajun
Express is also expected to be operational in the third quarter of 2000, when it
will begin a three-year contract with Marathon.

  The Company has two Discoverer Enterprise-class drillships under construction.
These drillships represent a new class of advanced, ultra-deepwater drilling
rigs employing the Company's dual-activity drilling system, which aims to reduce
total well construction time between 15 percent and 40 percent.  The Discoverer
Spirit is expected to be operational in the third quarter of 2000, when it will
begin a five-year contract with Spirit Energy 76, a division of Unocal.  The
Discoverer Deep Seas is expected to be operational in the fourth quarter of
2000, when it will begin a five-year contract with Chevron.

  The Company also has an independent-leg cantilevered jackup, the Trident 20,
under construction in Azerbaijan.  This rig will be 75 percent owned by the
Company through a joint venture.  The rig is expected to be operational in the
fourth quarter 2000, when it will begin a three-year contract for Elf and other
parties to a rig sharing agreement.

  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
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 Revolving Credit Agreement referred to below and other
commercial bank or capital market financings.

                                       13
<PAGE>

  DEBT

  Secured Loan Agreement - In January 2000, the Company agreed to cancel the
remaining 14 months of a contract with BP Amoco for its semisubmersible rig, the
Transocean Amirante, for a cash settlement of $25.1 million.  The cash received
was used to repay borrowings under the Secured Loan Agreement relating to the
Transocean Amirante and the security interest in the rig was released by the
banks. An interest rate swap agreement related to the Secured Loan Agreement was
also amended to reflect the reduced amounts subject to the swap. At March 31,
2000, $199.9 million was outstanding and is being repaid in monthly installments
through December 2004.

  Revolving Credit Agreement - The Company is a party to a $540 million
revolving credit agreement, as amended, with a group of banks led by ABN AMRO
Bank, NV, as agent, dated as of July 30, 1996 (the "Revolving Credit
Agreement"). As of March 31, 2000, $320 million was outstanding and $220 million
was available for additional borrowings under the Revolving Credit Agreement.

  Letters of Credit - The Company had letters of credit outstanding at March 31,
2000 totaling $95.7 million, including a letter of credit relating to the legal
dispute with Kvaerner Installasjon a.s valued at $25.9 million. The remaining
amount guarantees various insurance, rig construction and contract bidding
activities.

  SHELF REGISTRATION

  The Company has an effective $450 million shelf registration statement on Form
S-3 for the proposed offering from time to time of senior or subordinated debt
securities, preference shares, ordinary shares and warrants to purchase debt
securities, preference shares, ordinary shares or other securities.

  ACQUISITIONS AND DISPOSITIONS

  In February 2000, the Company sold its coiled tubing drilling services
business to Schlumberger.  The net proceeds from the sale were $24.5 million and
no gain or loss was recognized on the sale.  The Company's interests in its
Transocean-Nabors Drilling Technology LLC and DeepVision L.L.C. joint ventures
were excluded from the sale.  The proceeds from the sale were used to repay debt
and for general corporate purposes.

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

  DERIVATIVE INSTRUMENTS

  The Company, from time to time, may enter 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 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 March 31, 2000, the Company did not have any foreign exchange
derivative instruments not qualifying as hedges.

                                       14
<PAGE>

  The Company, from time to time, may use 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 March 31,
2000, the net market value of open interest rate swaps was a $0.2 million loss.

  SOURCES OF LIQUIDITY

  The Company believes that its cash and cash equivalents, cash generated from
operations, borrowings available under its Revolving Credit 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.

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 No. 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 No. 133 as of January 1, 2001.

FORWARD-LOOKING INFORMATION

  The statements included in this quarterly report regarding future financial
performance and results of operations and other statements that are not
historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Statements to the effect that the Company or management "anticipates,"
"believes," "budgets," "estimates," "expects," "forecasts," "intends," "plans,"
"predicts," or "projects" a particular result or course of events, or that such
result or course of events "could," "might," "may" 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, results and effects of
legal proceedings, outcomes of customs disputes, liabilities for tax issues, the
timing and cost of completion of capital projects and the Company's expectations
with regard to market outlook. 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 and
development, exploration success by producers, oil and gas prices, demand for
offshore rigs, competition and market conditions in the contract drilling
industry, our ability to successfully integrate the operations of Transocean
Offshore Inc. and Sedco Forex, delays or cost overruns on construction projects
and possible cancellation of drilling contracts as a result of delays or
performance, work stoppages by shipyard workers where our newbuilds are being
constructed, our ability to enter into and the terms of future contracts, the
availability of qualified personnel, labor relations and the outcome of
negotiations with unions representing workers, operating hazards, political and
other uncertainties inherent in non-U.S. operations (including exchange and
currency fluctuations), the impact of governmental laws and regulations, the
adequacy of sources of liquidity, the effect of litigation and contingencies and
other factors discussed in this quarterly report and in the Company's other
filings with the Securities and Exchange Commission ("SEC"), which are available
free of charge on the SEC's website at www.sec.gov. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated. You should
not place undue reliance on forward-looking

                                       15
<PAGE>

statements. Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly update or
revise any forward-looking statements.

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--Secured Loan
Agreement" and "--Liquidity and Capital Resources--Derivative Instruments."

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

  The Indian Customs Department, Mumbai, filed a "show cause notice" against a
subsidiary of Sedco Forex and various third parties on July 8, 1999 concerning
the Trident II jackup rig operated by the subsidiary.  The show cause notice
alleged that proper customs procedures were not followed and that customs duties
were not paid for the rig's original entry into India in 1988 and other
subsequent movements of the Trident II jackup rig in Indian waters through 1998.
In connection with these allegations, the customs authorities confiscated the
rig.  The confiscation was stayed, however, by application to the High Court,
Mumbai, until one month following the order of the Customs Department in respect
of the show cause notice.  In January 2000, the Customs Department issued its
order in respect of the show cause notice, directing the Company to pay an
approximately $3.5 million redemption fee for the rig in lieu of confiscation
and approximately $1.5 million in penalties in addition to customs duties owed
for an allegedly improper import in December 1998, the amount of which were
unspecified in the order.  The Company disputes the ruling, and in February, the
Company filed an appeal with the Customs, Excise and Gold (Control) Appellate
Tribunal (CEGAT) together with an application to have the confiscation of the
rig stayed pending the outcome of the appeal.  In March, the CEGAT ruled on the
stay application, directing that the confiscation be stayed pending the appeal
and setting the appeals hearing for June 2000.  In connection with the stay, the
tribunal ordered the Company to deposit approximately $0.7 million of the
penalty amount specified in the January order and waived the remainder of the
penalty and redemption fee pending the appeal.  In addition, the CEGAT required
the Company to post a guarantee of approximately $11.5 million covering the
remainder of the penalty, redemption fee and customs duties owed, pending the
appeal.  The Company paid the deposit and posted the guarantee within the
required time limit.  The Company is vigorously defending the case.  The Company
does not expect that the ultimate liability, if any, resulting from the matter
will have a material adverse effect on its business or financial position.

  The Company also has certain actions or claims pending involving Kvaerner
Installasjon a.s; the municipality of Rio de Janeiro, Brazil; Global Marine
Drilling Company; RIGCO North America LLC; and the operator of a pipeline
damaged in the Gulf of Mexico and certain other related joint owners and
producers. These matters have been previously discussed and reported in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999. There
have been no material developments in these previously reported matters.

                                       16
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     The following exhibits are filed in connection with this Report:



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

 *2.1    Agreement and Plan of Merger dated as of July 12, 1999 among
         Schlumberger Limited, Sedco Forex Holdings Limited, Transocean Offshore
         Inc. and Transocean SF Limited (incorporated by reference to Annex A to
         the Joint Proxy Statement/Prospectus dated October 27, 1999 included in
         the Company's Registration Statement on Form S-4 (Registration No.
         333-89727))

 *2.2    Distribution Agreement dated as of July 12, 1999 between Schlumberger
         Limited and Sedco Forex Holdings Limited (incorporated by reference to
         Annex B to the Joint Proxy Statement/Prospectus dated October 27, 1999
         included in the Company's Registration Statement on Form S-4
         (Registration No. 333-89727))

 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 January 12, 2000
reporting under Item 2 thereof the completion of the merger between Transocean
Offshore Inc. and Sedco Forex Holdings Limited.

     The Company filed a Current Report on Form 8-K/A on March 10, 2000
reporting under Items 2 and 7 thereof the completion of the merger between
Transocean Offshore Inc. and Sedco Forex Holdings Limited and the latest interim
historical and pro forma financial statements of Sedco Forex Holdings Limited.

                                       17
<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 May 10, 2000.

                                         TRANSOCEAN SEDCO FOREX INC.



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



                                         By:  /s/  RICARDO ROSA
                                            ----------------------------------
                                            Ricardo Rosa
                                            Vice President and Controller
                                            (Principal Accounting Officer)

                                       18