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

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

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

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

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

                FOR THE TRANSITION PERIOD FROM ______ TO ______.

                        COMMISSION FILE NUMBER 333-75899

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

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

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

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

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

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

                          TRANSOCEAN SEDCO FOREX INC.
                                  (Former Name)

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


     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  proceeding  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,  2002,  319,187,965 ordinary shares, par value $0.01 per
share,  were  outstanding.
================================================================================


<PAGE>
                                 TRANSOCEAN INC.

                               INDEX TO FORM 10-Q

                          QUARTER ENDED MARCH 31, 2002

                                                                            Page
                                                                            ----

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

     ITEM  1.  Financial Statements (Unaudited)

            Condensed Consolidated  Statements of Operations
              Three Months Ended March 31, 2002 and 2001. . . . . . . . . . .  2

            Condensed Consolidated Balance Sheets
              March 31, 2002 and December 31, 2001. . . . . . . . . . . . . .  3

            Condensed Consolidated  Statements of Cash Flows
              Three Months Ended March 31, 2002 and 2001. . . . . . . . . . .  4

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

     ITEM  2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations . . . . . . . . . . . . . . 16

     ITEM  3.  Quantitative and Qualitative Disclosures about Market Risk . . 30

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

     ITEM  1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 31

     ITEM  6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 32


<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

     The  condensed  consolidated  financial  statements  of  Transocean  Inc.
(formerly  known  as  "Transocean  Sedco  Forex  Inc.")  and  its  consolidated
subsidiaries  (the "Company") included herein have been prepared, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and notes normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States
have  been  condensed  or  omitted pursuant to such rules and regulations. These
financial statements should be read in conjunction with the audited consolidated
financial  statements  and  the  notes  thereto included in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  December  31,  2001.


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


                                                                           Three Months Ended March 31,
                                                                          ------------------------------
                                                                               2002             2001
                                                                          --------------  --------------
<S>                                                                       <C>             <C>
Operating Revenues                                                        $       667.9   $       550.1
--------------------------------------------------------------------------------------------------------
Costs and Expenses
  Operating and maintenance                                                       381.0           351.0
  Depreciation                                                                    125.6            99.3
  Goodwill amortization                                                               -            30.2
  General and administrative                                                       19.8            14.7
--------------------------------------------------------------------------------------------------------
                                                                                  526.4           495.2
--------------------------------------------------------------------------------------------------------
Impairment loss on Long-Lived Assets                                               (1.1)              -
Gain from Sale of Assets, net                                                       1.9            19.6
--------------------------------------------------------------------------------------------------------
Operating Income                                                                  142.3            74.5
--------------------------------------------------------------------------------------------------------
Other Income (Expense), net
  Equity in earnings of joint ventures                                              1.9             1.7
  Interest income                                                                   4.2             3.6
  Interest expense, net of amounts capitalized                                    (55.9)          (37.2)
  Other, net                                                                       (0.7)           (0.6)
--------------------------------------------------------------------------------------------------------
                                                                                  (50.5)          (32.5)
--------------------------------------------------------------------------------------------------------

Income Before Income Taxes, Minority Interest and
  Cumulative Effect of a Change in Accounting Principle                            91.8            42.0
Income Tax Expense                                                                 13.8            10.2
Minority Interest                                                                   0.7             1.3
--------------------------------------------------------------------------------------------------------

Net Income Before Cumulative Effect of a Change in Accounting Principle            77.3            30.5
Cumulative Effect of a Change in Accounting Principle                          (1,363.7)              -
--------------------------------------------------------------------------------------------------------

Net Income (Loss)                                                         $    (1,286.4)  $        30.5
========================================================================================================

Basic Earnings (Loss) Per Share
  Income Before Cumulative Effect of a Change in Accounting Principle     $        0.24   $        0.11
  Cumulative Effect of a Change in Accounting Principle                           (4.27)              -
--------------------------------------------------------------------------------------------------------
  Net Income (Loss)                                                       $       (4.03)  $        0.11
========================================================================================================

Diluted Earnings (Loss) Per Share
  Income Before Cumulative Effect of a Change in Accounting Principle     $        0.24   $        0.11
  Cumulative Effect of a Change in Accounting Principle                           (4.22)              -
--------------------------------------------------------------------------------------------------------
  Net Income (Loss)                                                       $       (3.98)  $        0.11
========================================================================================================

Weighted Average Shares Outstanding
  Basic                                                                           319.1           280.6
--------------------------------------------------------------------------------------------------------
  Diluted                                                                         323.1           285.5
--------------------------------------------------------------------------------------------------------

Dividends Paid per Share                                                  $        0.03   $        0.03
--------------------------------------------------------------------------------------------------------
</TABLE>

                             See accompanying notes.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                     TRANSOCEAN INC. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                      (In millions, except share data)


                                                                               March 31,      December 31,
                                                                                 2002            2001
                                                                             -------------  --------------
                                                                             (Unaudited)
                                                 ASSETS
<S>                                                                          <C>            <C>
Cash and Cash Equivalents                                                    $      588.1   $       853.4
Accounts Receivable, net of allowance for doubtful accounts
  of $32.4 and $24.2 at March 31, 2002 and December 31, 2001, respectively          684.5           675.7
Materials and Supplies, net of allowance for obsolescence of $20.1
  and $24.1 at March 31, 2002 and December 31, 2001, respectively                   167.3           158.8
Deferred Income Taxes                                                                22.2            21.0
Other Current Assets                                                                 48.0            27.9
----------------------------------------------------------------------------------------------------------
  Total Current Assets                                                            1,510.1         1,736.8
----------------------------------------------------------------------------------------------------------

Property and Equipment                                                           10,058.0        10,081.4
Less Accumulated Depreciation                                                     1,817.2         1,713.3
----------------------------------------------------------------------------------------------------------
  Property and Equipment, net                                                     8,240.8         8,368.1
----------------------------------------------------------------------------------------------------------

Goodwill, net                                                                     5,103.0         6,466.7
Investments in and Advances to Joint Ventures                                       116.0           107.1
Other Assets                                                                        334.5           341.1
----------------------------------------------------------------------------------------------------------
  Total Assets                                                               $   15,304.4   $    17,019.8
==========================================================================================================

                                   LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts Payable                                                             $      155.0   $       188.4
Accrued Income Taxes                                                                203.9           188.2
Debt Due Within One Year                                                            151.8           484.4
Other Current Liabilities                                                           297.3           283.4
----------------------------------------------------------------------------------------------------------
  Total Current Liabilities                                                         808.0         1,144.4
----------------------------------------------------------------------------------------------------------

Long-Term Debt                                                                    4,444.9         4,539.4
Deferred Income Taxes                                                               295.0           317.1
Other Long-Term Liabilities                                                         129.8           108.6
----------------------------------------------------------------------------------------------------------
  Total Long-Term Liabilities                                                     4,869.7         4,965.1
----------------------------------------------------------------------------------------------------------

Commitments and Contingencies
Preference Shares, $0.10 par value; 50,000,000 shares authorized,
  none issued and outstanding                                                           -               -
Ordinary Shares, $0.01 par value; 800,000,000 shares authorized,
  319,140,615 and 318,816,035 shares issued and outstanding at
  March 31, 2002 and December 31, 2001, respectively                                  3.2             3.2
Additional Paid-in Capital                                                       10,621.0        10,611.7
Accumulated Other Comprehensive Income                                                0.8            (2.3)

Retained Earnings (Deficit)                                                        (998.3)          297.7
----------------------------------------------------------------------------------------------------------
  Total Shareholders' Equity                                                      9,626.7        10,910.3
----------------------------------------------------------------------------------------------------------
  Total Liabilities and Shareholders' Equity                                 $   15,304.4   $    17,019.8
==========================================================================================================
</TABLE>

                             See accompanying notes.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                         TRANSOCEAN INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (In millions)
                                                    (Unaudited)


                                                                                     Three Months Ended March 31,
                                                                                    ------------------------------
                                                                                         2002            2001
                                                                                    --------------  --------------
<S>                                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                 $    (1,286.4)  $        30.5
  Adjustments to reconcile net income (loss) to
     net cash provided by operating activities
      Depreciation                                                                          125.6            99.3
      Goodwill amortization                                                                     -            30.2
      Cumulative effect of a change in accounting principle - goodwill impairment         1,363.7               -
      Deferred income taxes                                                                 (23.3)           (7.2)
      Equity in earnings of joint ventures                                                   (1.9)           (1.7)
      Net gain from disposal of assets                                                          -           (19.5)
      Impairment on long-lived assets                                                         1.1               -
      Loss on sale of securities                                                                -             0.8
      Amortization of debt-related discounts/premiums, fair value
        adjustments and issue costs, net                                                      1.3            (4.9)
      Deferred income, net                                                                   (5.4)          (19.6)
      Deferred expenses, net                                                                  7.4           (11.3)
      Other, net                                                                              5.2            11.2
      Changes in operating assets and liabilities, net of effects from the
        R&B Falcon merger
          Accounts receivable                                                                (8.9)          (26.9)
          Accounts payable and other current liabilities                                     (4.6)          (32.9)
          Income taxes receivable/payable, net                                               15.8            12.3
          Other current assets                                                              (27.6)          (14.6)
------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                                   162.0            45.7
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                      (47.7)         (255.8)
  Proceeds from disposal of assets, net                                                      43.4             4.7
  Merger costs paid                                                                             -           (24.6)
  Cash acquired in merger, net of cash paid                                                     -           264.7
  Joint ventures and other investments, net                                                  (3.6)            1.6
------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                                        (7.9)           (9.4)
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on revolving credit agreements                                                   -           180.9
Net borrowings (repayments) under commercial paper program                                 (326.4)           15.0
Repayments on debt obligations                                                              (85.0)          (12.9)
Net proceeds from issuance of ordinary shares under
  stock-based compensation plans                                                              9.1            11.5
Proceeds from issuance of ordinary shares upon exercise of warrants                             -             8.3
Dividends paid                                                                               (9.6)           (9.5)
Financing costs                                                                              (8.2)              -
Other, net                                                                                    0.7             1.5
------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities                                        (419.4)          194.8
------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                       (265.3)          231.1
------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Period                                            853.4            34.5
------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                                          $       588.1   $       265.6
==================================================================================================================
</TABLE>

                             See accompanying notes.


                                        4
<PAGE>
                        TRANSOCEAN INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - PRINCIPLES OF CONSOLIDATION

     Transocean  Inc. (formerly known as "Transocean Sedco Forex Inc.", together
with  its  subsidiaries and predecessors, unless the context requires otherwise,
the "Company") is a leading international provider of offshore and inland marine
contract  drilling  services  for  oil  and gas wells. As of March 31, 2002, the
Company  owned,  had  partial  ownership  interests  in or managed more than 150
mobile  offshore  and  barge  drilling units. The Company contracts its drilling
rigs, related equipment and work crews primarily on a dayrate basis to drill oil
and  gas  wells.

     On  January  31, 2001, the Company completed a merger transaction (the "R&B
Falcon  merger")  with R&B Falcon Corporation ("R&B Falcon"). As a result of the
merger,  R&B  Falcon  became an indirect wholly owned subsidiary of the Company.
The  merger  was  accounted for as a purchase with the Company as the accounting
acquiror. The condensed consolidated statements of operations and cash flows for
the  three  months  ended March 31, 2001 include two months of operating results
and  cash  flows  for  R&B  Falcon.

     Intercompany  transactions  and  accounts  have been eliminated. The equity
method  of accounting is used for investments in joint ventures owned 50 percent
or  less  and for investments in joint ventures owned more than 50 percent where
the  Company  does not have significant influence or control over the day-to-day
operations  of  the  joint  venture.

NOTE 2 - GENERAL

     BASIS OF CONSOLIDATION -  The accompanying condensed consolidated financial
statements  of  the  Company have been prepared without audit in accordance with
accounting  principles  generally  accepted  in  the  United  States 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, 2002 are not necessarily indicative of the results that
may  be expected for the year ending December 31, 2002 or for any future period.
The  accompanying  condensed consolidated financial statements and notes thereto
should be read in conjunction with the audited consolidated financial statements
and  notes  thereto included in the Company's Annual Report on Form 10-K for the
year  ended  December  31,  2001.

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

     SUPPLEMENTARY CASH FLOW INFORMATION - Cash payments for interest and income
taxes,  net,  were  $48.4 million and $21.3 million, respectively, for the three
months  ended  March  31, 2002 and $69.4 million and $4.9 million, respectively,
for  the  three  months  ended  March  31,  2001.

     GOODWILL  -  Prior  to  the  implementation  of  the  Financial  Accounting
Standards  Board's ("FASB") Statement of Financial Accounting Standards ("SFAS")
142,  Goodwill  and  Other  Intangible  Assets  (see  "-New  Accounting
Pronouncements"), the excess of the purchase price over the estimated fair value
of  net  assets  acquired  was  accounted for as goodwill and was amortized on a
straight-line  basis  over  40  years.  The amortization period was based on the
nature  of the offshore drilling industry, long-lived drilling equipment and the
long-standing  relationships  with  core  customers.


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


     During the first quarter of 2002, the Company performed the initial test of
impairment  of  goodwill on its two reporting units, "Gulf of Mexico Shallow and
Inland  Water"  and "International and U.S. Floater Contract Drilling Services."
The  test  was  applied  utilizing  the  fair value of the reporting units as of
January  1,  2002  as determined based on a combination of each reporting unit's
discounted  cash  flows  and  publicly  traded company multiples and acquisition
multiples  of  comparable  businesses. Because of continued deterioration in the
Gulf of Mexico Shallow and Inland Water business segment since the completion of
the  R&B Falcon merger, a $1,363.7 million impairment of goodwill was recognized
as  a cumulative effect of a change in accounting principle in the quarter ended
March  31, 2002. There was no goodwill impairment for the International and U.S.
Floater  Contract  Drilling  Services  reporting  unit.  The  Company's goodwill
balance,  after  giving effect to the goodwill write down, is $5.1 billion as of
March  31,  2002.

     The changes in the carrying amount of goodwill as of March 31, 2002, are as
follows  (in  millions):

<TABLE>
<CAPTION>
                                                              International
                                                                 and U.S.        Gulf of
                                                                 Floater          Mexico
                                                                 Contract      Shallow and
                                                                 Drilling         Inland
                                                                 Services         Water
                                                              --------------  --------------
<S>                                                           <C>             <C>
     Balance at January 1, 2002                               $      4,721.1  $      1,745.6
     Loss on Impairment                                                    -         1,363.7
                                                              --------------  --------------
     Balance as of March 31, 2002                             $      4,721.1  $        381.9
                                                              ==============  ==============


     Net income and earnings per share for the three months ended March 31, 2002
and  2001  adjusted  for  goodwill  amortization  are  as follows (in millions):


                                                                     Three Months Ended
                                                                         March 31,
                                                              ------------------------------
                                                                    2002            2001
                                                              --------------  --------------
     Reported net income before goodwill impairment           $         77.3  $         30.5
     Add back: Goodwill amortization                                       -            30.2
                                                              --------------  --------------
     Adjusted net income                                      $         77.3  $         60.7
                                                              ==============  ==============

     Basic earnings per share:
       Reported net income before goodwill impairment         $         0.24  $         0.11
       Goodwill amortization                                               -            0.11
                                                              --------------  --------------
       Adjusted net income                                    $         0.24  $         0.22
                                                              ==============  ==============

     Diluted earnings per share:
       Reported net income before goodwill impairment         $         0.24  $         0.11
       Goodwill amortization                                               -            0.10
                                                              --------------  --------------
       Adjusted net income                                    $         0.24  $         0.21
                                                              ==============  ==============
</TABLE>


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


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

     CAPITALIZED  INTEREST  - Interest costs for the construction and upgrade of
qualifying  assets  are  capitalized.  The  Company  recorded  $21.1  million in
capitalized interest costs on construction work in progress for the three months
ended  March  31,  2001. No capitalized interest cost was recorded for the three
months  ended  March  31,  2002.

     CHANGE  IN  ESTIMATE  -  As  a result of the R&B Falcon merger, the Company
conformed  its  policies  relating  to  estimated  rig lives and salvage values.
Estimated  useful  lives  of  drilling  units  now  range  from  18 to 35 years,
reflecting  maintenance  history  and  market  demand  for these drilling units,
buildings  and improvements from 10 to 30 years and machinery and equipment from
four to 12 years. Depreciation expense for the three months ended March 31, 2001
was  reduced  by  approximately  $2.1 million (net $0.01 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.
The  income  tax  rates  imposed by these taxing authorities vary substantially.
Taxable income may differ from pre-tax income for financial accounting purposes.
There  is  no  expected  relationship between the provision for income taxes and
income  before  income  taxes  because  the  countries  have  different taxation
regimes,  which vary not only with respect to nominal rate, but also in terms of
the  availability  of  deductions,  credits  and other benefits. Variations also
arise because income earned and taxed in any particular country or countries may
fluctuate  from  period  to  period.

     COMPREHENSIVE INCOME - The components of total comprehensive income for the
three  months  ended  March  31, 2002 and 2001, respectively, are as follows (in
millions):

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                      March 31,
                                                                                           ------------------------------
                                                                                                2002           2001
                                                                                           --------------  --------------
<S>                                                                                        <C>             <C>
Net income (loss)                                                                          $    (1,286.4)  $        30.5
Gain on terminated interest rate swaps                                                                 -             4.1
Amortization of gain on terminated interest rate swaps                                              (0.1)              -
Change in unrealized loss on cash flow hedges                                                          -            (1.4)
Change in unrealized loss on securities available for sale                                           0.1            (1.1)
Change in share of unrealized loss in unconsolidated joint venture's interest rate swaps             3.1               -
                                                                                           --------------  --------------
     Total comprehensive income (loss)                                                     $    (1,283.3)  $        32.1
                                                                                           ==============  ==============

     The  components  of  accumulated other comprehensive income as of March 31,
2002  and  December  31,  2001  are  as  follows  (in  millions):

                                                                                              March 31,     December 31,
                                                                                                2002           2001
                                                                                           --------------  --------------
Gain on terminated interest rate swaps                                                     $         3.8   $         3.9
Unrealized loss on securities available for sale                                                    (0.5)           (0.6)
Share of unrealized loss in unconsolidated joint venture's interest rate swaps                      (2.5)           (5.6)
                                                                                           --------------  --------------
     Accumulated other comprehensive income                                                $         0.8   $        (2.3)
                                                                                           ==============  ==============
</TABLE>


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


     SEGMENTS  -  The  Company's  operations  are aggregated into two reportable
segments: (i) International and U.S. Floater Contract Drilling Services and (ii)
Gulf  of  Mexico  Shallow  and  Inland Water. The Company provides services with
different  types  of  drilling  equipment  in  several  geographic  regions. The
location  of  the  Company's operating assets and the allocation of resources to
build  or  upgrade  drilling  units is determined by the activities and needs of
customers.  See  Note  7.

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

     NEW  ACCOUNTING  PRONOUNCEMENTS  -  In July 2001, the FASB issued SFAS 142,
Goodwill  and  Other  Intangible  Assets,  which  is  effective for fiscal years
beginning  after  December  15,  2001.  Under  SFAS 142, goodwill and intangible
assets  with  indefinite lives are no longer amortized but are reviewed at least
annually  for  impairment.  The  amortization  provisions  of  SFAS 142 apply to
goodwill  and  intangible  assets  acquired after June 30, 2001. With respect to
goodwill  and  intangible  assets  acquired  prior  to July 1, 2001, the Company
adopted  Financial  Accounting  Standards  Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") 142 effective January 1, 2002. In conjunction with
the adoption of this statement, the Company has discontinued the amortization of
goodwill.  Application  of  the  non-amortization  provisions  of  SFAS  142 for
goodwill  is  expected  to  result  in  an  increase  in  operating  income  of
approximately  $155  million  in  2002.  See  "-Goodwill."

     In  August  2001,  the  FASB  issued SFAS 144, Accounting for Impairment or
Disposal  of  Long-Lived  Assets.  SFAS  144 supersedes SFAS 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and
the  accounting  and reporting provisions of Accounting Principles Board Opinion
("APB")  30,  Reporting  the  Results  of  Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring  Events  and Transactions. SFAS 144 retains the fundamental provisions
of  SFAS  121 for recognition and measurement of long-lived asset impairment and
for the measurement of long-lived assets to be disposed of by sale and the basic
requirements  of  Accounting Principles Board Opinion ("APB") 30. In addition to
these fundamental provisions, SFAS 144 provides guidance for determining whether
long-lived  assets  should  be  tested  for impairment and specific criteria for
classifying  assets  to  be  disposed  of  as  held  for  sale. The statement is
effective  for  fiscal  years  beginning  after  December  15, 2001. The Company
adopted  the statement as of January 1, 2002. The adoption of this statement had
no  material  effect on the Company's consolidated financial position or results
of  operations.

     In  April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No.
4,  44,  and  64, Amendment of FASB Statement No. 13, and Technical Corrections.
This statement eliminates the requirement under SFAS 4 to aggregate and classify
all  gains  and losses from extinguishment of debt as an extraordinary item, net
of related income tax effect. This statement also amends SFAS 13 to require that
certain  lease  modifications  with  economic  effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
In addition, SFAS 145 requires reclassification of gains and losses in all prior
periods  presented  in  comparative  financial  statements  related  to  debt
extinguishment  that  do  not  meet  the  criteria  for  extraordinary  item  in
Accounting  Principles  Board Opinion ("APB") 30. The statement is effective for
fiscal  years  beginning  after May 15, 2002 with early adoption encouraged. The
Company  will  adopt  SFAS  145  effective  January 1, 2003. Management does not
expect  adoption  of  this  statement to have a material effect on the Company's
consolidated  financial  position  or  results  of  operations.

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


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


NOTE 3 - BUSINESS COMBINATION

     On  January  31,  2001, the Company completed a merger transaction with R&B
Falcon,  in which an indirect wholly owned subsidiary of the Company merged with
and  into  R&B Falcon. As a result of the merger, R&B Falcon common shareholders
received  0.5  newly  issued  ordinary shares of the Company for each R&B Falcon
share.  The Company issued approximately 106 million ordinary shares in exchange
for  the  issued  and  outstanding shares of R&B Falcon and assumed warrants and
options  exercisable  for approximately 13 million ordinary shares. The ordinary
shares  issued  in  exchange for the issued and outstanding shares of R&B Falcon
constituted  approximately  33  percent  of  the  Company's outstanding ordinary
shares  after  the  merger.

     The  Company  accounted  for  the  merger  using  the  purchase  method  of
accounting  with  the  Company  treated as the accounting acquiror. The purchase
price  of  $6.7  billion is comprised of the calculated market capitalization of
the  Company's  ordinary  shares issued at the time of merger with R&B Falcon of
$6.1  billion  and  the  estimated  fair  value  of R&B Falcon stock options and
warrants at the time of the merger of $0.6 billion. The market capitalization of
the  Company's  ordinary  shares issued was calculated using the average closing
price of the Company's ordinary shares for a period immediately before and after
August  21,  2000,  the  date  the  merger  was  announced.

     The  purchase  price included, at estimated fair value at January 31, 2001,
current  assets  of  $672  million, drilling and other property and equipment of
$4,010  million,  other  assets  of  $160  million and the assumption of current
liabilities of $338 million, other net long-term liabilities of $242 million and
long-term  debt  of  $3,206  million.  The excess of the purchase price over the
estimated  fair  value  of  net  assets  acquired  was $5,630 million, which was
accounted  for as goodwill and is reviewed annually in accordance with SFAS 142.
See  Note  2.

     In  conjunction  with  the  R&B  Falcon  merger,  the Company established a
liability  of $16.5 million for the estimated severance-related costs associated
with  the  involuntary  termination  of  569  R&B  Falcon  employees pursuant to
management's  plan  to  consolidate  operations  and  administrative  functions
post-merger.  Included  in  the  569  planned  involuntary terminations were 387
employees  engaged  in  the  Company's  land drilling business in Venezuela. The
Company has suspended active marketing efforts to divest this business and, as a
result, the estimated liability was reduced by $4.3 million in the third quarter
of  2001 with an offset to goodwill. Through March 31, 2002, approximately $12.0
million  in  severance-related  costs  have  been  paid  to  182 employees whose
positions  were  eliminated  as  a  result  of  this  plan.

     Unaudited  pro  forma  combined  operating  results  of the Company and R&B
Falcon assuming the merger was completed as of January 1, 2001 are summarized as
follows  (in  millions,  except  per  share  data):

                                       Three Months Ended
                                         March 31, 2001
                                       ------------------

Operating revenues                         $  676.0
Operating income                               74.0
Net income from continuing operations          16.2
Basic and diluted earnings per share       $   0.05

     The  pro forma information includes adjustments for additional depreciation
based  on the fair market value of the drilling and other property and equipment
acquired,  amortization  of  goodwill  arising  from  the transaction, increased
interest  expense  for  debt  assumed  in the merger 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.


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


NOTE 4 - DEBT

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

<TABLE>
<CAPTION>
                                                                      March ,31,   December 31
                                                                        2002           2001
                                                                    -------------  ------------
<S>                                                                 <C>            <C>
Commercial Paper                                                    $           -  $      326.4
6.5% Senior Notes, due April 2003                                           240.3         240.5
9.125% Senior Notes, due December 2003                                       91.3          92.0
Term Loan Agreement - Final Maturity December 2004                          375.0         400.0
7.31% Nautilus Class A1 Amortizing Notes - Final Maturity May 2005          133.6         142.9
9.41% Nautilus Class A2 Notes, due May 2005                                  52.3          52.4
6.75% Senior Notes, due April 2005                                          350.5         354.6
Secured Rig Financing                                                           -          50.6
6.95% Senior Notes, due April 2008                                          248.3         252.3
9.5% Senior Notes, due December 2008                                        340.9         348.1
6.625% Notes, due April 2011                                                708.4         711.7
7.375% Senior Notes, due April 2018                                         250.5         250.5
Zero Coupon Convertible Debentures, due May 2020                            515.9         512.2
1.5% Convertible Debentures, due May 2021                                   400.0         400.0
8% Debentures, due April 2027                                               198.0         197.9
7.45% Notes, due April 2027                                                  94.4          94.4
7.5% Notes, due April 2031                                                  597.3         597.3
                                                                    -------------  ------------
   Total Debt                                                             4,596.7       5,023.8
   Less Debt Due Within One Year                                            151.8         484.4
                                                                    -------------  ------------
   Total Long-Term Debt                                             $     4,444.9  $    4,539.4
                                                                    =============  ============
</TABLE>

     The  scheduled  maturity  of  the  face  value  of the Company's debt is as
follows  (in  millions):

                                                  Twelve
                                                  Months
                                                  Ending
                                                 March 31,
                                                ----------
                              2003              $    151.8
                              2004                   518.9
                              2005                   158.0
                              2006                   407.9
                              2007                       -
                              Thereafter           3,665.0
                                                ----------
                                  Total         $  4,901.6
                                                ==========


     Commercial  Paper  Program  -  The Company's Revolving Credit Agreements, a
$550.0  million five-year revolving credit agreement dated December 29, 2000 and
a  $250.0  million  364-day  revolving credit agreement dated December 27, 2001,
provide liquidity for commercial paper borrowings. At March 31, 2002, no amounts
were  outstanding  under  the  Commercial  Paper  Program.


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


     Term  Loan  Agreement  -  The Company is a party to an amortizing unsecured
five-year term loan agreement dated as of December 16, 1999. Amounts outstanding
under  the  Term Loan Agreement bear interest at the Company's option, at a base
rate  or  LIBOR  plus  a  margin (0.70 percent per annum at March 31, 2002) that
varies  depending on the Company's senior unsecured public debt rating. The debt
began to amortize in March 2002, at a rate of $25.0 million per quarter in 2002.
In  2003 and 2004, the debt amortizes at a rate of $37.5 million per quarter. As
of  March  31,  2002,  $375.0  million  was  outstanding  under  this agreement.

     Exchange  Offer  - In March 2002, the Company completed exchange offers and
consent  solicitations for the 6.5%, 6.75%, 6.95%, 7.375%, 9.125% and 9.5% notes
of  R&B  Falcon. As a result of these exchange offers and consent solicitations,
approximately  $234.5  million,  $342.3  million, $247.8 million $246.5 million,
$76.9  million,  and  $289.8  million  principal amount of the outstanding 6.5%,
6.75%,  6.95%,  7.375%,  9.125% and 9.5% notes, respectively, of R&B Falcon were
exchanged  for newly issued 6.5%, 6.75%, 6.95%, 7.375%, 9.125% and 9.5% notes of
the  Company  having  the same principal amount, interest rate, redemption terms
and  payment  and  maturity  dates (and accruing interest from the last date for
which  interest had been paid on the R&B Falcon notes). Because the holders of a
majority  in  principal amount of each of these series of notes consented to the
proposed amendments to the applicable indenture pursuant to which the notes were
issued,  some covenants, restrictions and events of default were eliminated from
the  indentures  with  respect to these series of notes. The notes not exchanged
remain  the  obligation  of  R&B  Falcon  and are combined with the notes of the
corresponding  series  issued  by  the Company in the above table. In connection
with  the exchange offers, an aggregate of $8.3 million in consent payments were
made by R&B Falcon to holders of R&B Falcon notes whose notes were tendered (and
not  validly  withdrawn)  within  the  required  time  period  and  accepted for
exchange.  The  consent  payments  will  be amortized as an increase to interest
expense  over  the  remaining  term  of  the respective notes using the interest
method.  As a result of this amortization, interest expense for 2002 is expected
to  increase  approximately  $1.3  million.

     Secured  Rig  Financing  -  In January 2002, the Company exercised its call
option  under the financing arrangement to repay the financing on the Trident 16
prior  to  the  expiration of the scheduled term. The aggregate principal amount
outstanding  was  $32.2 million. The premium paid as a result of the call option
of approximately $2 million was recorded as an increase in the net book value of
the  Trident  16.

     In  March  2002,  the  Company  also exercised its call option to repay the
financing  on  the Trident IX prior to the expiration of the scheduled term. The
aggregate  principal amount outstanding was $14.9 million. The premium paid as a
result  of  the  call  option  of  approximately $0.5 million was recorded as an
increase  in  the  net  book  value  of  the  Trident  IX.

NOTE 5 - OTHER CURRENT LIABILITIES

     Other current liabilities are comprised of the following (in millions):

                                         March 31,     December 31,
                                           2002           2001
                                       -------------  -------------

Accrued Payroll and Employee Benefits  $       107.2  $       134.2
Accrued Interest                                84.6           38.8
Contract Disputes and Legal Claims              42.6           47.5
Accrued Taxes, Other than Income                21.7           26.6
Deferred Revenue                                17.9           18.2
Other                                           23.3           18.1
                                       -------------  -------------
                                       $       297.3  $       283.4
                                       =============  =============


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


NOTE 6 - INTEREST RATE SWAPS

     In  February  2002,  the Company entered into interest rate swap agreements
with  a  group  of  banks  in  the  aggregate  notional amount of $900.0 million
relating  to  the  Company's  $350.0 million aggregate principal amount of 6.75%
Senior  Notes  due  April 2005, $250 million aggregate principal amount of 6.95%
Senior  Notes  due  April  2008 and $300.0 million aggregate principal amount of
9.5%  Senior  Notes  due  December 2008. The objective of each transaction is to
protect  the  debt against changes in fair value due to changes in the benchmark
interest  rate.  Under  each  interest rate swap, the Company receives the fixed
rate  equal  to the coupon of the hedged item and pays the floating rate (LIBOR)
plus  a  margin  of  246  basis  points,  171 basis points and 413 basis points,
respectively,  which  are designated as the respective benchmark interest rates,
on  each  of  the interest payment dates until maturity of the respective notes.
The  hedges are considered perfectly effective against changes in the fair value
of the debt due to changes in the benchmark interest rates over their term. As a
result,  the  shortcut  method  applies  and  there  is  no need to periodically
reassess  the  effectiveness  of  the  hedges  during  the  term  of  the swaps.

     At  March  31, 2002, the market value of the Company's outstanding interest
rate  swaps  was  a  net  liability  of  $1.4  million.

     Deepwater  Drilling  LLC, an unconsolidated subsidiary in which the Company
has  a  50%  ownership  interest,  has  entered  into  interest  rate swaps with
aggregate  market  values  netting  to  a liability of $6.1 million at March 31,
2002.  The  Company's  interest in these swaps was included in accumulated other
comprehensive  income  with  a  corresponding  reduction  to  investments in and
advances  to  joint  ventures.

NOTE 7 - SEGMENTS

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

     Effective  January  1,  2002,  the  Company  changed the composition of its
reportable  segments  with the move of the responsibility for its Venezuela land
drilling  operations  to  the  Gulf  of Mexico Shallow and Inland Water segment.
Prior  periods  have  been  restated  to  reflect  the  change.


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


     Operating  revenues and income before income taxes and minority interest by
segment  are  as  follows  (in  millions):

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                     ----------------------------
                                                                          2002           2001
                                                                     --------------  ------------
<S>                                                                  <C>             <C>
Operating Revenues
   International and U.S. Floater Contract Drilling Services         $       623.2   $     466.6
   Gulf of Mexico Shallow and Inland Water                                    44.7          89.4
   Elimination of intersegment revenues                                          -          (5.9)
                                                                     --------------  ------------
       Total Operating Revenues                                      $       667.9   $     550.1
                                                                     --------------  ------------

Income before Income Taxes, Minority Interest and Cumulative
  Effect of a Change in Accounting Principle
   International and U.S. Floater Contract Drilling Services         $       192.8   $      76.0
   Gulf of Mexico Shallow and Inland Water                                   (30.7)         13.2
                                                                     --------------  ------------
                                                                             162.1          89.2
   Unallocated general and administrative expense                            (19.8)        (14.7)
   Unallocated other income (expense)                                        (50.5)        (32.5)
                                                                     --------------  ------------
       Total Income before Income Taxes, Minority Interest
         and Cumulative Effect of a Change in Accounting Principle   $        91.8   $      42.0
                                                                     ==============  ============

  Total assets by segment are as follows (in millions):
                                                                        March 31,    December 31,
                                                                          2002          2001
                                                                     --------------  ------------
   International and U.S. Floater Contract Drilling Services         $    13,886.9   $  14,181.8
   Gulf of Mexico Shallow and Inland Water                                 1,366.1       2,779.8
   Unallocated Corporate                                                      51.4          58.2
                                                                     --------------  ------------
       Total Assets                                                  $    15,304.4   $  17,019.8
                                                                     ==============  ============
</TABLE>

NOTE 8 - ASSET DISPOSITIONS AND IMPAIRMENT LOSS

     In March 2002, the Company sold two semisubmersible rigs, the Transocean 96
and  Transocean 97, for net proceeds of $30.7 million, resulting in an after-tax
gain  of  $1.3  million.

     During  the  quarter  ended  March 31, 2002, the Company sold certain other
non-strategic  assets acquired in the R&B Falcon merger and certain other assets
held  for  sale  for net proceeds of approximately $12.7 million.

     In  February  2001, Sea Wolf Drilling Limited ("Sea Wolf"), a joint venture
in which the Company holds a 25 percent interest, sold two semisubmersible rigs,
the  Drill  Star  and  Sedco Explorer, to Pride International, Inc. In the first
quarter of 2001, the Company recognized accelerated amortization of the deferred
gain  related  to the Sedco Explorer of $18.5 million ($0.06 per diluted share),
which  is included in gain from sale of assets. The Company continued to operate
the  Drill  Star,  which  has  been  renamed  the  Pride North Atlantic, under a
bareboat  charter  agreement  until  October  2001,  at  which  time the rig was
returned  to  its  owner. The amortization of the Drill Star's deferred gain was
accelerated  and  produced incremental gains in the quarter ended March 31, 2001
of  $9.0  million ($0.03 per diluted share), which is included as a reduction of
operating  and  maintenance  expense.


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


     During  the  quarter  ended March 31, 2002, the Company recorded a non-cash
impairment charge in the Gulf of Mexico Shallow and Inland Water segment of $1.1
million.  The  impairment,  relating  to  an  asset held for sale, resulted from
deterioration  in  current  market conditions. The impairment was determined and
measured  based  on  an  offer  from  a  potential  buyer.

NOTE 9 - EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                  March 31,
                                                                         -------------------------
                                                                             2002          2001
                                                                         ------------  -----------
<S>                                                                      <C>           <C>
Income Before Cumulative Effect of a Change in Accounting Principle      $      77.3   $      30.5
Cumulative Effect of a Change in Accounting Principle                       (1,363.7)            -
                                                                         ------------  -----------
Net Income (Loss)                                                        $  (1,286.4)  $      30.5
                                                                         ============  ===========
Weighted-Average Shares Outstanding
   Shares for basic earnings per share                                         319.1         280.6
   Effect of dilutive securities:
      Employee stock options and unvested stock grants                           2.3           3.0
      Warrants to purchase ordinary shares                                       1.7           1.9
                                                                         ------------  -----------
Adjusted weighted-average shares and assumed conversions for
   diluted earnings per share                                                  323.1         285.5
                                                                         ============  ===========

Basic Earnings (Loss) Per Share
   Income Before Cumulative Effect of a Change in Accounting Principle   $      0.24   $      0.11
   Cumulative Effect of a Change in Accounting Principle                       (4.27)            -
                                                                         ------------  -----------
   Net Income (Loss)                                                     $     (4.03)  $      0.11
                                                                         ============  ===========

Diluted Earnings (Loss) Per Share
   Income Before Cumulative Effect of a Change in Accounting Principle   $      0.24   $      0.11
   Cumulative Effect of a Change in Accounting Principle                       (4.22)            -
                                                                         ------------  -----------
   Net Income (Loss)                                                     $     (3.98)  $      0.11
                                                                         ============  ===========
</TABLE>

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


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


NOTE 10 - CONTINGENCIES

     Legal  Proceedings  -  In  November  1988,  a lawsuit was filed in the U.S.
District  Court  for  the  Southern  District of West Virginia against Reading &
Bates Coal Co., a wholly owned subsidiary of R&B Falcon, by SCW Associates, Inc.
claiming  breach  of  an  alleged  agreement to purchase the stock of Belva Coal
Company,  a  wholly  owned  subsidiary  of  Reading  &  Bates Coal Co. with coal
properties  in West Virginia.  When those coal properties were sold in July 1989
as part of the disposition of R&B Falcon's coal operations, the purchasing joint
venture  indemnified  Reading  &  Bates  Coal  Co.  and  R&B  Falcon against any
liability Reading & Bates Coal Co. might incur as a result of this litigation. A
judgment for the plaintiff of $32,000 entered in February 1991 was satisfied and
Reading  &  Bates  Coal Co. was indemnified by the purchasing joint venture.  On
October  31,  1990,  SCW Associates, Inc., the plaintiff in the above-referenced
action,  filed a separate ancillary action in the Circuit Court, Kanawha County,
West  Virginia  against  R&B  Falcon, Caymen Coal, Inc. (the former owner of R&B
Falcon's  West  Virginia  coal  properties),  as  well as the joint venture, Mr.
William  B.  Sturgill  (the  former  President  of  Reading  &  Bates  Coal Co.)
personally,  three  other  companies  in which the Company believes Mr. Sturgill
holds  an  equity  interest,  two employees of the joint venture, First National
Bank  of  Chicago  and  First  Capital Corporation. The lawsuit seeks to recover
compensatory  damages  of  $50  million  and punitive damages of $50 million for
alleged  tortuous  interference with the contractual rights of the plaintiff and
to  impose  a  constructive  trust on the proceeds of the use and/or sale of the
assets  of  Caymen  Coal,  Inc. as they existed on October 15, 1988.  Currently,
discovery  is proceeding. The Company intends to defend its interests vigorously
and believes that the damages alleged by the plaintiff in this action are highly
exaggerated.  In  any event, the Company believes that it has valid defenses and
does  not  expect  that  the  ultimate outcome of this case will have a material
adverse  effect  on  its  business  or  consolidated  financial  position.

     The  Company  has  certain  other  actions or claims pending that have been
previously  discussed  and  reported in the Company's Annual Report on Form 10-K
for  the year ended December 31, 2001 and the Company's other reports filed with
the Securities and Exchange Commission. There have been no material developments
in  these  previously  reported  matters.  The  Company and its subsidiaries are
involved in a number of other lawsuits, all of which have arisen in the ordinary
course  of  the  Company's  business. The Company does not believe that ultimate
liability,  if any, resulting from any such other pending litigation will have a
material  adverse  effect  on  its  business or consolidated financial position.

Letters  of  Credit  and  Surety  Bonds  -  The  Company  had  letters of credit
outstanding  at  March  31, 2002 totaling $63.6 million. These letters of credit
outstanding  guarantee  various  contract  bidding  and insurance activities. In
January 2002, the Company terminated its $70.0 million letter of credit facility
secured  by  mortgages  on  five  drilling  units,  the J.W. McLean, J.T. Angel,
Randolph  Yost,  D.R.  Stewart  and  George  H.  Galloway.

     As  is  customary  in  the contract drilling business, we also have various
surety  bonds  totaling  $140.9 million in place that secure customs obligations
relating  to  the  importation  of  our  rigs  and certain performance and other
obligations.


                                       15
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     The  following  information  should be read in conjunction with the audited
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual  Report  on  Form  10-K  for the year ended December 31, 2001.

OVERVIEW

     Transocean  Inc. (formerly known as "Transocean Sedco Forex Inc.", together
with  its  subsidiaries and predecessors, unless the context requires otherwise,
the  "Company,"  "Transocean,"  "we,"  "us" or "our") is a leading international
provider  of  offshore  and inland marine contract drilling services for oil and
gas wells. As of April 30, 2002, we owned, had partial ownership interests in or
managed more than 150 mobile offshore and barge drilling units. As of this date,
our  active  fleet  of core assets consisted of 31 high-specification drillships
and  semisubmersibles  ("floaters"),  29  other  floaters,  54  jackup  rigs, 35
drilling  barges, four tenders and three submersible drilling rigs. In addition,
the  fleet  included non-core assets consisting of two platform drilling rigs, a
mobile  offshore  production  unit,  and  10 land drilling rigs in Venezuela. We
contract  our  drilling  rigs,  related  equipment and work crews primarily on a
dayrate  basis  to drill oil and gas wells. We also provide additional services,
including  management  of  third-party  well  service  activities.

     On  January  31,  2001,  we  completed a merger transaction with R&B Falcon
Corporation  ("R&B  Falcon").  At  the time of the merger, R&B Falcon owned, had
partial ownership interests in, operated or had under construction more than 100
mobile  offshore  drilling  units  and  other  units  utilized in the support of
offshore  drilling  activities. As a result of the merger, R&B Falcon became our
indirect wholly owned subsidiary. The merger was accounted for as a purchase and
we  were  the  accounting  acquiror.  The  condensed  consolidated statements of
operations  and cash flows for the three months ended March 31, 2001 include two
months  of  operating  results  and  cash  flows  for  R&B  Falcon.

     On  May  9,  2002,  we changed our name from Transocean Sedco Forex Inc. to
Transocean  Inc.

     On  May 9, 2002, our Board of Directors voted to discontinue the payment of
a cash dividend after the cash dividend payable on June 13, 2002 to shareholders
of  a  record  on  May  30,  2002.

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

     Effective  January  1,  2002,  we changed the composition of our reportable
segments  with  the  move  of the responsibility for our Venezuela land drilling
operations to the Gulf of Mexico Shallow and Inland Water segment. Prior periods
have  been  restated  to  reflect  the  change.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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


                                       16
<PAGE>
     We  believe  the following are our most critical accounting policies. These
policies  require significant judgments and estimates used in the preparation of
our  consolidated  financial  statements.

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

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

     Goodwill  impairment  - Effective January 1, 2002, we adopted the Financial
Accounting  Standards  Board's  ("FASB")  Statement  of  Financial  Accounting
Standards  ("SFAS")  142,  Goodwill  and  Other Intangibles. As a result of this
statement,  we  no  longer  amortize goodwill but will perform an annual test of
impairment.  Because  our  business  is  cyclical  in  nature, goodwill could be
significantly impaired depending on when in the business cycle the assessment is
performed.

     During  the  first  quarter  of  2002,  we  performed  the  initial test of
impairment  of  goodwill on our two reporting units, "Gulf of Mexico Shallow and
Inland  Water"  and "International and U.S. Floater Contract Drilling Services."
The  test, applied utilizing the fair value of the reporting units as of January
1,  2002,  as  determined  based  on  a  combination  of  each  reporting unit's
discounted  was cash flows and publicly traded company multiples and acquisition
multiples  of  comparable  businesses. Because of continued deterioration in the
Gulf of Mexico Shallow and Inland Water business segment since the completion of
the  R&B Falcon merger, a $1,363.7 million impairment of goodwill was recognized
as  a cumulative effect of a change in accounting principle in the quarter ended
March  31, 2002. There was no goodwill impairment for the International and U.S.
Floater  Contract  Drilling Services reporting unit. Our goodwill balance, after
giving  effect to the goodwill write down, is $5.1 billion as of March 31, 2002.
See  Note  2  to  our  condensed  consolidated  financial  statements.

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

     Contract  preparation  and  mobilization  revenues  and  expenses  -  Costs
incurred  in  preparing and mobilizing drilling units for new drilling contracts
are  deferred  from  the  date  we  have a firm commitment from the customer and
recognized  as operating and maintenance expense over the estimated primary term
of  the drilling contract. Revenues earned during or as a result of the contract
preparation  and  mobilization periods are also deferred and recognized over the
estimated  primary  term  of  the  drilling  contract.  If  a  customer  was  to
prematurely  terminate the contract, any unamortized deferred costs and revenues
would  be  recognized  in  the  period  the  contract  was  terminated.


                                       17
<PAGE>
<TABLE>
<CAPTION>
OPERATING  RESULTS

                                                                Three Months Ended
                                                                     March 31,
                                                                ------------------
                                                                                                   %
                                                                  2002      2001      Change     Change
                                                                --------  --------  ----------  ---------
                                                                      (In millions, except % change)
<S>                                                             <C>       <C>       <C>         <C>
OPERATING REVENUES
  International and U.S. Floater Contract Drilling Services     $  623.2  $  466.6  $   156.6      33.6 %
  Gulf of Mexico Shallow and Inland Water                           44.7      83.5      (38.8)    (46.5)%
                                                                --------  --------  ----------  ---------
                                                                $  667.9  $  550.1  $   117.8      21.4 %
                                                                ========  ========  ==========  =========
</TABLE>

     The  increase  in International and U.S. Floater Contract Drilling Services
operating  revenues resulted primarily from an increase in R&B Falcon operations
of $80.4 million representing a full quarter of revenues in 2002 compared to two
months  of  operations  in 2001 and $39.5 million in revenues from four newbuild
drilling  units  placed  into  service  subsequent  to March 31, 2001. Operating
revenues  relating  to  historical Transocean core assets totaled $374.5 million
for  the  quarter  ended  March  31,  2002,  representing a $68.7 million, or 22
percent,  increase  over  the  comparable  2001  period.  Average  dayrates  and
utilization  for  core assets increased from $75,800 for the quarter ended March
31, 2001 to $91,000 for the quarter ended March 31, 2002 and from 73 percent for
the  quarter  ended March 31, 2001 to 82 percent for the quarter ended March 31,
2002, respectively. Revenues from non-core assets increased $8.0 million for the
quarter  ended  March 31, 2002 from the same period in 2001, respectively. These
increases were partly offset by a decrease in turnkey drilling revenues of $35.5
million  due  to  the  winding  up  of  our  turnkey  drilling business in 2001.

     Although  the  Gulf  of  Mexico Shallow and Inland Water operating revenues
represent  a  full  quarter  of  operations  in  2002  compared to two months of
operations  in  2001,  revenues decreased mainly due to the further weakening of
the Gulf of Mexico shallow and inland water market segment, a decline that began
in  mid-2001.

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  March 31,
                                                             -------------------
                                                                                                %
                                                                2002      2001     Change     Change
                                                             ---------  --------  ---------  ---------
                                                                    (In millions, except % change)
<S>                                                           <C>       <C>       <C>        <C>
OPERATING AND MAINTENANCE
  International and U.S. Floater Contract Drilling Services   $  328.7  $  301.2  $    27.5       9.1%
  Gulf of Mexico Shallow and Inland Water                         52.3      49.8        2.5       5.0%
                                                             ---------  --------  ---------  ---------
                                                             $   381.0  $  351.0  $    30.0       8.5%
                                                             =========  ========  =========  =========
</TABLE>

     The  increase  in International and U.S. Floater Contract Drilling Services
operating  expenses  was  primarily  a  result  of only two months of R&B Falcon
operations  for  the quarter ended March 31, 2001, compared to a full quarter of
activity  for  the same period in 2002, the activation of four newbuild drilling
units  placed  into  service  subsequent  to  the  first  quarter  of  2001  and
amortization  of  the  Drill  Star's  deferred  gain,  which was accelerated and
produced  incremental  gains in the quarter ended March 31, 2001 of $9.0 million
($0.03 per diluted share) with no comparable activity in the quarter ended March
31,  2002.

     The  increase in Gulf of Mexico Shallow and Inland Water operating expenses
was  primarily  a  result of only two months of operations for the quarter ended
March  31,  2001,  compared to a full quarter of activity for the same period in
2002, partially offset by lower costs in 2002 resulting from stacking idle rigs,
reducing  employee  count  and  postponing  maintenance  projects.


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   March 31,
                                                              ------------------
                                                                                                %
                                                                2002      2001      Change    Change
                                                              --------  --------  ---------  ---------
                                                                    (In millions, except % change)
<S>                                                           <C>       <C>       <C>        <C>
DEPRECIATION
  International and U.S. Floater Contract Drilling Services   $  102.3  $   79.4  $    22.9      28.8%
  Gulf of Mexico Shallow and Inland Water                         23.3      19.9        3.4      17.1%
                                                              --------  --------  ---------  ---------
                                                              $  125.6  $   99.3  $    26.3      26.5%
                                                              ========  ========  =========  =========
</TABLE>

     International  and  U.S.  Floater  Contract  Drilling Services depreciation
expense  increased  primarily  as a result of only two months of depreciation on
rigs  acquired  in  the  R&B  Falcon merger for the quarter ended March 31, 2001
compared  to a full quarter for the same period in 2002 and depreciation expense
for  four  newbuild  drilling  units placed into service subsequent to the first
quarter  of 2001. This increase was partially offset by lower expense due to the
suspension  of depreciation on certain rigs reclassified as assets held for sale
and the sale of various rigs, which were classified as held and used, subsequent
to  the  first  quarter  of  2001.

     The  increase  in  Gulf  of  Mexico  Shallow  and Inland Water depreciation
expense  resulted primarily from only two months of depreciation for the quarter
ended  March  31,  2001  compared  to a full quarter for the same period in 2002
partially  offset  by the movement of two rigs out of the Gulf of Mexico Shallow
and  Inland  Water  Segment and into the International and U.S. Floater Contract
Drilling  Services  segment  subsequent  to  the  first  quarter  of  2001.

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  March  31,
                                                              ------------------
                                                                                                 %
                                                                2002      2001      Change     Change
                                                              --------  --------  ----------  ---------
                                                                    (In millions, except % change)
<S>                                                           <C>       <C>       <C>         <C>
GOODWILL AMORTIZATION
  International and U.S. Floater Contract Drilling Services   $      -  $   22.8  $   (22.8)   (100.0)%
  Gulf of Mexico Shallow and Inland Water                            -       7.4       (7.4)   (100.0)%
                                                              --------  --------  ----------  ---------
                                                              $      -  $   30.2  $   (30.2)   (100.0)%
                                                              ========  ========  ==========  =========
</TABLE>

     We adopted the Financial Accounting Standards Board's ("FASB") Statement of
Financial  Accounting  Standards  ("SFAS")  142,  Goodwill  and Other Intangible
Assets,  as of January 1, 2002. As a result, goodwill is no longer amortized but
is  reviewed  at  least  annually  for  impairment.  See Note 2 to our condensed
consolidated  financial  statements.

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   March 31,
                                                              ------------------
                                                                                                 %
                                                                 2002     2001     Change     Change
                                                              --------  --------  ---------  ---------
                                                                   (In millions, except % change)
<S>                                                           <C>       <C>       <C>        <C>
GENERAL AND ADMINISTRATIVE                                    $   19.8  $   14.7  $     5.1      34.7%
                                                              ========  ========  =========  =========
</TABLE>

     The  increase  in  general  and  administrative  expense  was  primarily
attributable  to  $3.9  million  of  costs  related  to  the  exchange  by us of
Transocean  Inc.  debt  for  R&B Falcon debt in March 2002. In addition, expense
increased due to the R&B Falcon merger and reflects additional costs to manage a
larger,  more  complex  organization  for a full quarter in 2002 compared to two
months  in  2001.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  March  31,
                                                              -------------------
                                                                                                  %
                                                                2002       2001      Change     Change
                                                              ---------  --------  ----------  ---------
                                                                    (In millions, except % change)
<S>                                                           <C>        <C>       <C>         <C>
IMPAIRMENT LOSS ON LONG-LIVED ASSETS                          $   (1.1)  $      -  $    (1.1)   (100.0)%
                                                              =========  ========  ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                   March  31,
                                                               ------------------
                                                                                                   %
                                                                 2002      2001      Change     Change
                                                               --------  --------  ----------  ---------
                                                                    (In millions, except % change)
<S>                                                            <C>       <C>       <C>         <C>
GAIN FROM SALE OF ASSETS, NET                                  $    1.9  $   19.6  $   (17.7)    (90.3)%
                                                               ========  ========  ==========  =========
</TABLE>

     During the three months ended March 31, 2002, we recognized a pre-tax gain
of $2.0 million from the sale of the Transocean 96 and Transocean 97 as compared
to  the pre-tax gain of $18.5 million related to accelerated amortization of the
deferred  gain  on  the sale of the Sedco Explorer during the three months ended
March  31,  2001.

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                     March 31,
                                                              --------------------
                                                                                                    %
                                                                 2002       2001      Change      Change
                                                              ---------  ---------  ----------  ---------
<S>                                                           <C>        <C>        <C>         <C>
                                                                    (In millions, except % change)
OTHER INCOME (EXPENSE), NET
  Equity in earnings of joint ventures                        $    1.9   $    1.7   $     0.2       11.8%
  Interest income                                                  4.2        3.6         0.6       16.7%
  Interest expense, net of amounts capitalized                   (55.9)     (37.2)      (18.7)    (50.3)%
  Other, net                                                      (0.7)      (0.6)       (0.1)    (16.7)%
                                                              ---------  ---------  ----------  ---------
                                                              $  (50.5)  $  (32.5)  $   (18.0)    (55.4)%
                                                              =========  =========  ==========  =========
</TABLE>

     The  increase  in  interest  income was primarily due to interest earned on
secured contingent notes from a related party acquired in the R&B Falcon merger,
Delta  Towing  LLC.  The  increase  in  interest  expense was attributable to no
capitalized  interest  in the first quarter of 2002 due to the completion of our
newbuild  projects in 2001 compared to $21.1 million of capitalized interest for
the same period in 2001. Also contributing to the increase were $17.5 million of
additional interest expense on debt issued subsequent to March 31, 2001 and $8.8
million  of  interest  expense  on debt acquired in the R&B Falcon merger, which
represents additional interest in the full quarter ended March 31, 2002 compared
to  two  months for the comparable period in 2001. Offsetting this increase were
reductions in interest expense of $20.0 million associated with debt retirements
subsequent  to  March 31, 2001, and a decrease in LIBOR on floating rate debt of
approximately  four  percent,  which  resulted  in  a  $4.2 million reduction in
interest  expense.  We also entered into $900 million in swaps in February 2002,
which  further  reduced  interest  expense  by  $4.2  million.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                            ------------------
                                                                                               %
                                                              2002      2001     Change      Change
                                                            --------  --------  ---------  ---------
                                                                 (In millions, except % change)
<S>                                                         <C>       <C>       <C>        <C>
INCOME TAX EXPENSE                                          $   13.8  $   10.2  $     3.6      35.3%
                                                            ========  ========  =========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                  March 31,
                                                            --------------------
                                                                                                   %
                                                               2002       2001      Change       Change
                                                            ----------  --------  -----------  ----------
                                                                   (In millions, except % change)
<S>                                                         <C>         <C>       <C>          <C>
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE       $(1,363.7)  $      -  $ (1,363.7)    (100.0)%
                                                            ==========  ========  ===========  ==========
</TABLE>

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

FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                   March 31,    December 31
                                                                      2002          2001
                                                                --------------  ------------
                                                                         (In millions)
<S>                                                              <C>            <C>
   TOTAL ASSETS
     International and U.S. Floater Contract Drilling Services   $    13,886.9  $   14,181.8
     Gulf of Mexico Shallow and Inland Water                           1,366.1       2,779.8
     Unallocated Corporate                                                51.4          58.2
                                                                --------------  ------------
                                                                 $    15,304.4  $   17,019.8
                                                                ==============  ============
</TABLE>

     The  decrease  in International and U.S. Floater Contract Drilling Services
assets  was  due to a decrease in temporary investments primarily resulting from
the  repayment of commercial paper borrowings of $326.4 million. The decrease in
Gulf  of  Mexico  Shallow  and  Inland Water assets was due to the impairment of
goodwill  of  $1.4  billion,  which  resulted  from  our  adoption  of SFAS 142.

RESTRUCTURING CHARGES

     In  conjunction  with  the R&B Falcon merger, we established a liability of
$16.5  million  for  the  estimated  severance-related costs associated with the
involuntary  termination  of  569  R&B Falcon employees pursuant to management's
plan  to  consolidate  operations  and  administrative  functions  post-merger.
Included  in the 569 planned involuntary terminations were 387 employees engaged
in  our  land drilling business in Venezuela. We have suspended active marketing
efforts  to  divest  this business and, as a result, the estimated liability was
reduced by $4.3 million in the third quarter of 2001 with an offset to goodwill.
Through  March  31, 2002, approximately $12.0 million in severance-related costs
have  been  paid to 182 employees whose positions were eliminated as a result of
this  plan.


                                       21
<PAGE>
2001 R&B FALCON PRO FORMA OPERATING RESULTS

     Our unaudited pro forma consolidated results for the period ended March 31,
2001,  giving  effect  to  the  R&B Falcon merger, reflected net income of $16.2
million,  or  $0.05 per diluted share, on pro forma operating revenues of $676.0
million.  The  pro forma operating results assume the merger was completed as of
January 1, 2001 (see Note 3 to our condensed consolidated financial statements).
These  pro  forma  results  do  not  reflect the effects of reduced depreciation
expense  related to conforming the estimated lives of our drilling rigs. The pro
forma  financial  data  should  not  be  relied on as an indication of operating
results that we would have achieved had the merger taken place earlier or of the
future  results  that  we  may  achieve.

OUTLOOK

     Within  our  International  and  U.S.  Floater  Contract  Drilling Services
business segment, average dayrates improved while our fleet utilization declined
during  the  first quarter of 2002 compared with the fourth quarter of 2001. The
segment's  operating  results  trended slightly downward in the first quarter of
2002  due  principally to weakness in Norway and the U.S. Gulf of Mexico and rig
mobilizations,  which  primarily  affected  our  high-specification  and  other
floaters.  Both average dayrates and fleet utilization within our Gulf of Mexico
Shallow and Inland Water business segment decreased in the first quarter of 2002
compared  to  the  immediately  preceding  quarter.  Demand  for jackups in this
segment  continued  to  be weak and our barge drilling business softened as well
during  the  quarter.


                                       22
<PAGE>
     Comparative  average dayrates and utilization figures for the first quarter
of  2002  are  set  forth  in  the  table  below.

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                     ----------------------------------------------
                                                                        March 31,     December 31,     March 31,
                                                                          2002            2001          2001 (a)
                                                                     --------------  --------------  --------------
<S>                                                                  <C>             <C>             <C>
AVERAGE DAYRATES

INTERNATIONAL AND U.S. FLOATER CONTRACT DRILLING SERVICES SEGMENT:
  High-Specification Floaters                                        $     145,500   $     145,000   $     134,000
  Other Floaters                                                     $      77,300   $      71,100   $      59,000
  Jackups - Non-U.S.                                                 $      58,800   $      52,800   $      38,400
  Other (b)                                                          $      43,900   $      41,300   $      38,700
                                                                     --------------  --------------  --------------
Segment Total (b)                                                    $      91,000   $      88,200   $      76,300
                                                                     --------------  --------------  --------------

GULF OF MEXICO SHALLOW AND INLAND WATER SEGMENT:
  Jackups and Submersibles                                           $      22,200   $      30,600   $      35,400
  Inland Barges                                                      $      19,200   $      22,800   $      19,100
                                                                     --------------  --------------  --------------
Segment Total (b)                                                    $      20,300   $      25,600   $      27,700
                                                                     --------------  --------------  --------------

Total Mobile Offshore Drilling Fleet (b)                             $      76,600   $      74,000   $      56,300
                                                                     ==============  ==============  ==============

UTILIZATION

INTERNATIONAL AND U.S. FLOATER CONTRACT DRILLING SERVICES SEGMENT:
  High-Specification Floaters                                                   82%             90%             83%
  Other Floaters                                                                82%             89%             70%
  Jackups - Non-U.S.                                                            90%             89%             79%
  Other (b)                                                                     57%             54%             51%
                                                                     --------------  --------------  --------------
Segment Total (b)                                                               82%             86%             74%
                                                                     --------------  --------------  --------------

GULF OF MEXICO SHALLOW AND INLAND WATER SEGMENT:
  Jackups and Submersibles                                                      22%             27%             74%
  Inland Barges                                                                 41%             49%             67%
                                                                     --------------  --------------  --------------
Segment Total (b)                                                               31%             38%             71%
                                                                     --------------  --------------  --------------

Total Mobile Offshore Drilling Fleet (b)                                        61%             67%             73%
                                                                     ==============  ==============  ==============
<FN>
     ---------------------------------

     (a)  We completed a merger transaction with R&B Falcon on January 31, 2001.
          Therefore, average dayrates and utilization for the three months ended
          March  31,  2001 are stated as pro forma results based on the combined
          fleet  of  Transocean  and  R&B  Falcon.
     (b)  Average  dayrates  and  utilization  figures  do  not include non-core
          assets, which consist of our platform rigs, mobile offshore production
          units  and  Venezuelan  land  rigs,  as  well as for prior periods our
          service  vessels,  which  were  sold  prior  to  March  31,  2002.
</TABLE>


     While  the  outlook for the remainder of 2002 remains uncertain, we believe
that  supply  and  demand are currently close to balanced in most market sectors
around the world. Some of the more notable exceptions with an oversupply of rigs
are  Norway, the U.S. Gulf of Mexico and the conventional semisubmersible market
sector  in  West  Africa.  Although  world oil prices have generally remained at
levels  well  above  $20 per barrel so far this year and U.S. natural gas prices
have rebounded compared to the latter part of 2001, demand for our drilling rigs
is  driven  largely  by  our  clients'  perception  of  future commodity prices.


                                       23
<PAGE>
     We  do  not  foresee  a  significant  increase in overall demand within our
International  and  U.S.  Floater Contract Drilling Services segment in the near
term.  We  expect  continued  general weakness in Norway through the rest of the
year  and  do  not foresee any meaningful improvement in the U.S. Gulf of Mexico
high-specification sector until mobilizations to other regions occur and further
development  programs  come  online.  There  are  potential  opportunities  for
high-specification  rigs  in  India, although the timing of the projects remains
uncertain.  Otherwise,  we  do not anticipate much change in this market sector.
The  international  jackup  market  sector remains relatively stable at present,
although  pressure from jackup rigs being mobilized out of the U.S. continues to
be  a  concern.

     We  are seeing some encouraging signs for gas drilling opportunities in the
U.S.  Gulf  of  Mexico  although  we  have not yet seen an appreciable change in
utilization  or  dayrates  within  our  Gulf  of Mexico Shallow and Inland Water
business  segment. We have experienced a modest improvement in customer interest
in  this  segment's  jackup  fleet.  We expect to see an improvement in customer
interest  in  the  segment's  barge rigs during the second and third quarters of
2002,  although  the  extent  of  such  interest  remains  unclear.

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

     We  continue with our previously announced plans to sell a number of assets
(see  "-Liquidity  and  Capital  Resources-Acquisitions  and  Dispositions"). We
received $202 million of proceeds in 2001 and $42 million of proceeds during the
first  quarter  of  2002 from the sale of such assets.

     We  do  not  view  our Gulf of Mexico Shallow and Inland Water segment as a
long-term  integral  part  of  our  business. Accordingly, we plan to review the
future  of  this  business  from  time  to  time.

     As  of  April  30,  2002,  approximately  63  percent and 25 percent of our
International  and  U.S.  Floater  Contract Drilling Services segment fleet days
were  committed  for  the remainder of 2002 and for the year 2003, respectively.
For our Gulf of Mexico Shallow and Inland Water segment, which has traditionally
operated  under  short-term contracts, committed fleet days were approximately 5
percent  for the remainder of 2002 and none are currently committed for the year
2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

     SOURCES AND USES OF CASH

                                                Three Months Ended
                                                     March 31,
                                               ---------------------
                                                  2002        2001      Change
                                               ----------  ---------  ----------
                                                         (IN MILLIONS)
NET CASH PROVIDED BY OPERATING ACTIVITIES
  Net income (loss)                            $(1,286.4)  $   30.5   $(1,316.9)
  Depreciation and amortization                    125.6      129.5        (3.9)
  Non-cash items                                 1,348.1      (52.2)    1,400.3
  Working capital                                  (25.3)     (62.1)       36.8
                                               ----------  ---------  ----------
                                               $   162.0   $   45.7   $   116.3
                                               ==========  =========  ==========


     Cash  generated  from  net  income  items  adjusted  for  non-cash activity
increased  $79.5 million and cash used for working capital items decreased $36.8
million for the three months ended March 31, 2002 compared to the same period in
2001  primarily  as  a  result  of  the  R&B  Falcon  merger.


                                       24
<PAGE>
                                                 Three Months Ended
                                                     March 31,
                                                --------------------
                                                  2002        2001      Change
                                                ---------  ---------  ----------
                                                         (IN MILLIONS)
NET CASH USED IN INVESTING ACTIVITIES
  Capital expenditures                          $  (47.7)  $ (255.8)  $   208.1
  Proceeds from disposal of assets                  43.4        4.7        38.7
  Merger costs paid                                    -      (24.6)       24.6
  R&B Falcon cash at acquisition                       -      264.7      (264.7)
  Other, net                                        (3.6)       1.6        (5.2)
                                                ---------  ---------  ----------
                                                $   (7.9)  $   (9.4)  $     1.5
                                                =========  =========  ==========

     Net  cash used in investing activities decreased for the three months ended
March  31,  2002 as compared to the same period in the previous year as a result
of  higher  proceeds  from  asset sales for the quarter ended March 31, 2002 and
lower  capital  expenditures  due  to  the completion of our newbuild program in
2001, partially offset by cash received in connection with the R&B Falcon merger
during  the  quarter  ended  March  31,  2001.

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                       March 31,
                                                                --------------------
                                                                   2002       2001      Change
                                                                ---------  ---------  ----------
                                                                         (IN MILLIONS)
<S>                                                             <C>        <C>        <C>
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
  Net borrowings  (repayments) under commercial paper program   $ (326.4)  $   15.0   $  (341.4)
  Net borrowings on revolving credit agreements                        -      180.9      (180.9)
  Repayments of debt obligations                                   (85.0)     (12.9)      (72.1)
  Other, net                                                        (8.0)      11.8       (19.8)
                                                                ---------  ---------  ----------
                                                                $ (419.4)  $  194.8   $  (614.2)
                                                                =========  =========  ==========
</TABLE>

     During  the  quarter  ended  March 31, 2002, we had no borrowings under our
revolving  credit  agreements, and we repaid $326.4 million under our commercial
paper  program.  The increase in repayments of debt obligations of $72.1 million
was  primarily due to early repayment of secured rig financing on the Trident IX
and  Trident 16 of $47.1 million. We also made scheduled debt payments amounting
to  $34.4 million. The increase in cash used in other, net is mainly due to $8.3
million  in consent payments related to the exchange of our notes for R&B Falcon
notes  and  no  exercise  of  warrants  in  2002.

     CAPITAL EXPENDITURES

     Capital  expenditures,  totaled  $48  million during the three months ended
March  31,  2002.  During 2002, we expect to spend between $200 million and $220
million  on  our  existing fleet, corporate infrastructure and major upgrades to
the  Discoverer  Seven  Seas and Deepwater Expedition. A substantial majority of
our  capital expenditures relates to the International and U.S. Floater Contract
Drilling  Services  segment.

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


                                       25
<PAGE>
     ACQUISITIONS AND DISPOSITIONS

     From  time  to  time,  we  review  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 us of a
substantial amount of cash or the issuance of a substantial number of additional
ordinary  shares  or  other securities. We would likely fund the cash portion of
any such acquisition through cash balances on hand, the incurrence of additional
debt,  sales  of  assets,  ordinary  shares or other securities or a combination
thereof.  In  addition,  from time to time, we review possible dispositions. See
"-Outlook."

     In  March  2002,  we  sold  two semisubmersible rigs, the Transocean 96 and
Transocean  97, for net proceeds of $30.7 million, resulting in a after-tax gain
of  $1.3  million.

     During  the  quarter  ended  March 31, 2002, the Company sold certain other
non-strategic  assets acquired in the R&B Falcon merger and certain other assets
held  for  sale  for net proceeds of approximately $12.7 million.

     SOURCES OF LIQUIDITY

     Our primary sources of liquidity in the first quarter of 2002 were our cash
flows  from  operations  and  asset  sales.  Primary  uses  of cash were capital
expenditures and debt repayments. At March 31, 2002, we had $588 million in cash
and  cash  equivalents.

     We  anticipate  that we will rely primarily upon existing cash balances and
internally  generated  cash  flows  to maintain liquidity in 2002, as cash flows
from  operations are expected to be positive and adequate to fulfill anticipated
obligations.  From  time  to  time,  we  may  also  use bank lines of credit and
commercial  paper  to  maintain  liquidity  for  short-term  cash  needs.

     We  intend  to  use  cash  from  operations  primarily  to  fund  capital
expenditures  and  to  pay  debt  as it comes due. If we seek to reduce our debt
other  than  scheduled  maturities,  we  could  do  so  through  repurchases  or
redemptions  of,  or  tender  offers  for,  debt  securities.  We  expect  to
significantly reduce capital expenditures going forward due to the completion of
our  newbuild  program  in  2001.

     Our  internally generated cash flow is directly related to our business and
the  market segments in which we operate. Should the drilling market deteriorate
further,  or should we experience poor results in our operations, cash flow from
operations  may  be  reduced.  While we have continued to generate positive cash
flow  from operations and expect to do so in the foreseeable future, some of the
market  segments in which we operate are, at present, weakening and may continue
to  weaken  in  the  near  and  medium  term.

     We  have access to $800 million in bank lines of credit under two revolving
credit  agreements.  These  credit  lines  are  used  primarily to back our $800
million  commercial paper program and may also be drawn on directly. As of March
31, 2002, none of the credit line capacity was utilized, leaving $800 million of
availability  under  the  bank  lines of credit for commercial paper issuance or
drawdowns.

     The  bank  credit  lines  require  compliance  with  various  covenants and
provisions  customary  for  agreements  of  this  nature,  including an interest
coverage  ratio of not less than 3 to 1, a leverage ratio of not greater than 40
percent  and  limitations  on  mergers  and  sale  of  substantially all assets,
creating  liens, incurring debt, transactions with affiliates and sale/leaseback
transactions.  Should  we  fail  to  comply with these covenants, we would be in
default  and  may lose access to these facilities. A loss of the bank facilities
would  also cause us to lose access to the commercial paper markets. We are also
subject  to  various covenants under the indentures pursuant to which our public
debt  was  issued,  including  restrictions  on  creating  liens,  engaging  in
sale/leaseback  transactions  and  engaging  in  merger,  consolidation  or
reorganization  transactions.  A  default  under our public debt could trigger a
default  under our credit lines and cause us to lose access to these facilities.
See Note 8 to our consolidated financial statements in our 2001 Annual Report on
Form  10-K  for  a  description  of  our  credit agreements and debt securities.


                                       26
<PAGE>
     In  April  2001,  the  Securities  and Exchange Commission ("SEC") declared
effective our shelf registration statement on Form S-3 for the proposed offering
from  time  to  time  of  up  to  $2.0  billion  in  gross proceeds of senior or
subordinated debt securities, preference shares, ordinary shares and warrants to
purchase  debt  securities,  preference  shares,  ordinary  shares  or  other
securities.  In May 2001, we issued $400.0 million aggregate principal amount of
1.5%  Convertible  Debentures  due  May  15,  2021  under the shelf registration
statement.  At  April  30,  2002,  $1.6  billion in gross proceeds of securities
remained  unissued  under  the  shelf  registration  statement.

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

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

                                             As of March 31, 2002
                               ------------------------------------------------
                                         Less Than    1 to 3   4 - 5    After
                                Total      1 Year     Years    Years   5 Years
                               --------  ----------  --------  ------  --------
                                                  (In millions)
     CONTRACTUAL OBLIGATIONS
     Debt                      $4,580.6  $    151.8  $1,628.8  $500.0  $2,300.0
                               ========  ==========  ========  ======  ========

     We  are  required  to repurchase the Zero Coupon Convertible Debentures due
2020 and the 1.5% Convertible Debentures due 2021 at the option of the holder on
specified  dates.  We  have  the  option  to  pay  the repurchase price in cash,
ordinary  shares or any combination of cash and ordinary shares. The chart above
assumes  that  the holders of these debentures exercise this option at the first
available  date.

     We  have  certain  operating leases that have been previously discussed and
reported in our Annual Report on Form 10-K for the year ended December 31, 2001.
There  have  been  no  material  changes  in  these previously reported leases.

     At  March  31,  2002,  we  had  other commitments that we are contractually
obligated  to  fulfill  with  cash  should  the  obligations  be  called.  These
obligations included standby letters of credit and surety bonds, which guarantee
our  performance  as  it  relates  to our drilling contracts, insurance, tax and
other obligations in various jurisdictions. Letters of credit are issued under a
number  of  facilities  provided  by several banks. The obligations that are the
subject  of  these  surety  bonds  are geographically concentrated in Brazil and
Nigeria.  These  letters  of credit and surety bond obligations are not normally
called  as we typically comply with the underlying performance requirements. The
table  below  includes a summary of these obligations in U.S. dollar equivalents
and their time to expiration. It should be noted that these obligations could be
called  at  any  time  prior  to  the  expiration  dates.

<TABLE>
<CAPTION>
                                               As of March 31, 2002
                                    ---------------------------------------------
                                            Less Than   1 to 3   4 - 5    After
                                    Total     1 Year     Years   Years   5 Years
                                    ------  ----------  -------  ------  --------
                                                      (In millions)
<S>                                 <C>     <C>         <C>      <C>     <C>
     OTHER COMMERCIAL COMMITMENTS
     Standby Letters of Credit      $ 63.5  $     58.9  $   4.6  $    -  $      -
     Surety Bonds                    140.9        76.1     64.8       -         -
     Purchase Option Guarantees -
       Joint Ventures (a)            207.3           -    207.3       -         -
                                    ------  ----------  -------  ------  --------
        Total                       $411.7  $    135.0  $ 276.7  $    -  $      -
                                    ======  ==========  =======  ======  ========
<FN>
     ----------------

     (a)  See "-Special Purpose Entities".
</TABLE>


                                       27
<PAGE>
     In  March  2002,  we completed an exchange offer pursuant to which the 6.5%
Notes  due April 15, 2003, 6.75% Notes due April 15, 2005, 6.95% Notes due April
15,  2008,  7.375%  Notes due April 15, 2018, 9.125% Notes due December 15, 2003
and  9.5%  Notes  due December 15, 2008 of R&B Falcon whose holders accepted the
offer  were  exchanged  for  newly  issued  Transocean notes. The new notes were
issued  in  six  series  corresponding to the six series of R&B Falcon notes and
have  the same principal amount, interest rate, redemption terms and payment and
maturity  dates  as  the corresponding series of R&B Falcon notes. The aggregate
principal amount of the new notes issued was approximately $1.4 billion. Because
the  holders  of a majority in principal amount of each of these series of notes
consented  to  the  proposed  amendments to the applicable indenture pursuant to
which  the notes were issued, some covenants, restrictions and events of default
were  eliminated  from the indentures with respect to these series of notes. The
notes  not exchanged remain the obligation of R&B Falcon. In connection with the
exchange  offers,  an aggregate of $8.3 million in consent payments were made by
R&B  Falcon  to  holders  of R&B Falcon notes whose notes were tendered (and not
validly  withdrawn)  within the required time periods and accepted for exchange.

DERIVATIVE INSTRUMENTS

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

     In February 2002, we entered into $900 million aggregate notional amount of
interest  rate  swaps  as a hedge against certain fixed rate debt. The effect of
the  swaps was to convert the fixed interest rates into a floating rate of LIBOR
plus  a  margin  as more fully described in Note 6 to our condensed consolidated
financial  statements.

     At  March  31,  2002,  the  value  of our outstanding derivatives was a net
liability  of  $1.4  million.

     Deepwater Drilling LLC, an unconsolidated subsidiary in which we have a 50%
ownership  interest,  has entered into interest rate swaps with aggregate market
values netting to a liability of $6.1 million at March 31, 2002. Our interest in
these  swaps  was  included  in  accumulated  other  comprehensive income with a
corresponding  reduction  to  investments  in  and  advances  to joint ventures.

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

     We  have  transactions  with  certain  special purpose entities and related
parties  and  we are a party to a sale/leaseback transaction. These transactions
have  all  been  previously  discussed and reported in our Annual Report on Form
10-K  for  the  year  ended  December  31,  2001.  There  have  been no material
developments  in  these  previously  reported  transactions.

NEW ACCOUNTING PRONOUNCEMENTS

     In  July  2001,  the  FASB  issued  SFAS 142, Goodwill and Other Intangible
Assets,  which  is effective for fiscal years beginning after December 15, 2001.
Under  SFAS  142,  goodwill  and  intangible assets with indefinite lives are no
longer  amortized  but  are  reviewed  at  least  annually  for  impairment. The
amortization  provisions  of  SFAS  142  apply to goodwill and intangible assets
acquired  after  June  30,  2001. With respect to goodwill and intangible assets
acquired  prior  to July 1, 2001, we adopted SFAS 142 effective January 1, 2002.
In  conjunction  with  the  adoption  of  this  statement,  we  discontinued the
amortization of goodwill. Application of the non-amortization provisions of SFAS
142  for  goodwill  is  expected to result in an increase in operating income of
approximately  $155  million  in  2002.


                                       28
<PAGE>
     In  August  2001,  the  FASB  issued SFAS 144, Accounting for Impairment or
Disposal  of  Long-Lived  Assets.  SFAS  144 supersedes SFAS 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and
the  accounting  and reporting provisions of Accounting Principles Board Opinion
("APB")  30,  Reporting  the  Results  of  Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring  Events  and Transactions. SFAS 144 retains the fundamental provisions
of  SFAS  121 for recognition and measurement of long-lived asset impairment and
for the measurement of long-lived assets to be disposed of by sale and the basic
requirements  of  APB  30. In addition to these fundamental provisions, SFAS 144
provides guidance for determining whether long-lived assets should be tested for
impairment  and  specific  criteria  for classifying assets to be disposed of as
held  for  sale.  The  statement  is  effective for fiscal years beginning after
December  15, 2001. We adopted the statement as of January 1, 2002. The adoption
of  this statement had no material effect on our consolidated financial position
or  results  of  operations.

     In  April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No.
4,  44,  and  64, Amendment of FASB Statement No. 13, and Technical Corrections.
This  statement  eliminates  the requirement under SFAS Statement 4 to aggregate
and  classify  all  gains  and  losses  from  extinguishment  of  debt  as  an
extraordinary item, net of related income tax effect. This statement also amends
SFAS  13  to  require  that  certain  lease  modifications with economic effects
similar  to  sale-leaseback  transactions be accounted for in the same manner as
sale-leaseback  transactions. In addition, SFAS 145 requires reclassification of
gains  and  losses  in  all  prior  periods  presented  in comparative financial
statements  related  to  debt  extinguishment  that do not meet the criteria for
extraordinary  item  in  APB  30.  The  statement  is effective for fiscal years
beginning  after May 15, 2002 with early adoption encouraged. We will adopt SFAS
145  effective  January  1, 2003. We do not expect adoption of this statement to
have  a  material  effect  on  our consolidated financial position or results of
operations.

FORWARD-LOOKING  INFORMATION

     The statements included in this quarterly report regarding future financial
performance  and  results  of  operations  and  other  statements  that  are not
historical  facts  are  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934. Statements to the effect that the Company or management "anticipates,"
"believes,"  "budgets," "estimates," "expects," "forecasts," "intends," "plans,"
"predicts,"  or "projects" a particular result or course of events, or that such
result  or  course  of  events  "could," "might," "may," "scheduled" or "should"
occur,  and  similar  expressions, are also intended to identify forward-looking
statements. Forward-looking statements in this quarterly report include, but are
not  limited  to,  statements  involving potential revenues, increased expenses,
customer  drilling  programs,  supply  and  demand, utilization rates, dayrates,
planned  shipyard  projects, expected downtime, the Norway sector, the U.S. Gulf
of  Mexico high-specification sector, the India sector, customer interest in the
Gulf  of  Mexico  Shallow  and  Inland  Water barge rigs, future activity in the
International  and  U.S.  Floater  Contract Drilling Services and Gulf of Mexico
Shallow  and  Inland Water segments, the U.S. gas drilling market, planned asset
sales,  the Company's other expectations with regard to market outlook, expected
capital  expenditures, results and effects of legal proceedings, liabilities for
tax  issues,  liquidity, positive cash flow from operations, the exercise of the
option  of holders of Zero Coupon Convertible Debentures or the 1.5% Convertible
Debentures to require the Company to repurchase the debentures, adequacy of cash
flow  for  2002  obligations,  effects of accounting changes, and the timing and
cost  of completion of capital projects. Such statements are subject to numerous
risks,  uncertainties  and assumptions, including, but not limited to, worldwide
demand  for  oil  and  gas,  uncertainties  relating to the level of activity in
offshore  oil  and  gas  exploration  and  development,  exploration  success by
producers,  oil  and  gas prices (including U.S. natural gas prices), demand for
offshore  and  inland  water  rigs,  competition  and  market  conditions in the
contract drilling industry, our ability to successfully integrate the operations
of  acquired  businesses,  delays or terminations of drilling contracts due to a
number  of events, delays or cost overruns on construction and shipyard projects
and  possible  cancellation  of  drilling  contracts  as  a  result of delays or
performance,  our  ability  to enter into and the terms of future contracts, the
availability  of  qualified  personnel,  labor  relations  and  the  outcome  of
negotiations  with unions representing workers, operating hazards, political and
other  uncertainties  inherent  in  non-U.S.  operations (including exchange and
currency  fluctuations),  risks  of  war,  terrorism  and  cancellation  or
unavailability  of  certain  insurance coverage, the impact of governmental laws
and  regulations, the adequacy of sources of liquidity, the effect of litigation
and  contingencies and other factors discussed in our Annual Report on Form 10-K
for  the  year  ended  December  31,  2001


                                       29
<PAGE>
and  in  the  Company's  other filings with the SEC, which are available free of
charge on the SEC's website at www.sec.gov. Should one or more of these risks or
uncertainties  materialize,  or  should  underlying assumptions prove incorrect,
actual  results  may  vary materially from those indicated. You should not place
undue  reliance  on  forward-looking  statements. Each forward-looking statement
speaks  only  as  of  the  date of the particular statement, and we undertake no
obligation  to  publicly  update  or  revise  any  forward-looking  statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

     Our exposure to market risk for changes in interest rates relates primarily
to  our  long-term  and  short-term  debt  obligations. The table below presents
expected  cash flows and related weighted-average interest rates for each of the
twelve  month  periods  ending  March  31  presented by scheduled maturity dates
relating  to  debt  obligations  as of March 31, 2002. Weighted-average variable
rates  are  based on estimated LIBOR rates as of March 31, 2002, plus applicable
margins.  The  fair  value of fixed rate debt is based on the estimated yield to
maturity  for  each  debt  issue.

     As of March 31, 2002 (in millions, except interest rate percentages):


<TABLE>
<CAPTION>
                                                     Scheduled Maturity Date                                  Fair Value
                               -----------------------------------------------------------------------------  -----------
                                  2003       2004       2005       2006      2007    Thereafter      Total      3/31/02
                               ---------  ---------  ---------  ---------  -------  ------------  ----------  -----------
<S>                            <C>        <C>        <C>        <C>        <C>      <C>           <C>         <C>
Total debt
  Fixed Rate(a)                $   39.3   $  368.9   $   45.5   $   57.9         -  $   2,415.0   $ 2,926.6   $   2,551.5
    Average interest rate           7.3%       7.2%       7.3%       9.1%        -          4.8%        5.3%
  Variable Rate                $  112.5   $  150.0   $  112.5          -         -            -   $   375.0   $     375.0
    Average interest rate           2.6%       2.6%       2.6%         -         -            -         2.6%
  Receive Fixed/Pay Variable          -          -          -   $  350.0         -  $   1,250.0   $ 1,600.0   $   1,626.0
    Swaps(b)
    Average interest rate             -          -          -        4.5%        -          3.6%        3.8%
<FN>

-----------------
(a)  Expected  maturity  amounts  are based on the face value of debt and do not
     reflect  fair  market  value  of  debt.
(b)  The 6.625%, 6.75%, 6.95% and 9.5% Notes are considered variable as a result
     of  the  interest  rate  swaps.  See  Note  6 to our condensed consolidated
     financial  statements.
</TABLE>

     At  March 31, 2002, we had approximately $2.0 billion of variable rate debt
at net book value (43 percent of total debt at net book value). Of that variable
rate  debt,  $1.6  billion  resulted from interest rate swaps with the remainder
representing  term  bank  debt. Given outstanding amounts as of that date, a one
percent  rise  in  interest  rates  would result in an additional $20 million in
interest  expense  per  year.  Offsetting  this, a large part of our investments
would  earn commensurate higher rates of return. Using March 31, 2002 investment
levels,  a  one percent increase in interest rates would result in approximately
$5  million  of  additional  interest  income  per  year.

FOREIGN EXCHANGE RISK

     The  Company's exposure to foreign exchange risk has not materially changed
since  December  31,  2001.


                                       30
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     In  November  1988,  a lawsuit was filed in the U.S. District Court for the
Southern  District  of  West Virginia against Reading & Bates Coal Co., a wholly
owned  subsidiary  of  R&B Falcon, by SCW Associates, Inc. claiming breach of an
alleged  agreement  to  purchase the stock of Belva Coal Company, a wholly owned
subsidiary  of  Reading  & Bates Coal Co. with coal properties in West Virginia.
When  those coal properties were sold in July 1989 as part of the disposition of
R&B Falcon's coal operations, the purchasing joint venture indemnified Reading &
Bates  Coal  Co.  and  R&B Falcon against any liability Reading & Bates Coal Co.
might  incur  as  a  result  of this litigation. A judgment for the plaintiff of
$32,000  entered in February 1991 was satisfied and Reading & Bates Coal Co. was
indemnified  by  the  purchasing  joint  venture.  On  October  31,  1990,  SCW
Associates, Inc., the plaintiff in the above-referenced action, filed a separate
ancillary action in the Circuit Court, Kanawha County, West Virginia against R&B
Falcon,  Caymen  Coal, Inc. (the former owner of R&B Falcon's West Virginia coal
properties),  as  well as the joint venture, Mr. William B. Sturgill (the former
President  of  Reading  &  Bates  Coal Co.) personally, three other companies in
which  we  believe  Mr.  Sturgill holds an equity interest, two employees of the
joint  venture,  First  National  Bank of Chicago and First Capital Corporation.
The  lawsuit  seeks  to recover compensatory damages of $50 million and punitive
damages  of  $50  million for alleged tortuous interference with the contractual
rights  of  the  plaintiff and to impose a constructive trust on the proceeds of
the  use  and/or  sale  of  the  assets  of Caymen Coal, Inc. as they existed on
October  15,  1988.  Currently, discovery is proceeding. We intend to defend our
interests  vigorously  and  believe that the damages alleged by the plaintiff in
this  action are highly exaggerated. In any event, we believe that we have valid
defenses  and  do  not expect that the ultimate outcome of this case will have a
material  adverse  effect  on  our  business or consolidated financial position.

     We  have  certain other actions or claims pending that have been previously
discussed  and  reported  in  our  Annual Report on Form 10-K for the year ended
December  31,  2001 and our other reports filed with the Securities and Exchange
Commission.  There  have  been  no  material  developments  in  these previously
reported  matters.  We  are involved in a number of other lawsuits, all of which
have  arisen  in  the  ordinary  course  of our business. We do not believe that
ultimate  liability,  if  any,  resulting from any such other pending litigation
will  have  a  material adverse effect on our business or consolidated financial
position.


                                       31
<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 August 19, 2000 by and among
          Transocean  Inc.,  Transocean Holdings Inc., TSF Delaware Inc. and R&B
          Falcon  Corporation (incorporated by reference to Annex A to the Joint
          Proxy  Statement/Prospectus  dated  October  30,  2000  included  in a
          424(b)(3)  prospectus  filed  by  the  Company  on  November  1, 2000)

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

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

*4.1      First Supplemental Indenture dated as of February 14, 2002 between R&B
          Falcon  Corporation and The Bank of New York to the Indenture dated as
          of  April  14,  1998,  between  R&B Falcon Corporation, as issuer, and
          Chase Bank of Texas, National Association, as trustee, with respect to
          Series  A  and  Series B of each of $250,000,000 6.5% Senior Notes due
          2003,  $350,000,000  6.75%  Senior  Notes due 2005, $250,000,000 6.95%
          Senior  Notes  due 2008, and $250,000,000 7.375% Senior Notes due 2018
          (incorporated  by  reference  to  Exhibit 4.16 to the Company's Annual
          Report  on  Form  10-K  for  the  year  ended  December  31,  2001)

*4.2      Second  Supplemental  Indenture dated as of March 13, 2002 between R&B
          Falcon  Corporation and The Bank of New York to the Indenture dated as
          of  April  14,  1998,  between  R&B Falcon Corporation, as issuer, and
          Chase Bank of Texas, National Association, as trustee, with respect to
          Series  A  and  Series B of each of $250,000,000 6.5% Senior Notes due
          2003,  $350,000,000  6.75%  Senior  Notes due 2005, $250,000,000 6.95%
          Senior  Notes  due 2008, and $250,000,000 7.375% Senior Notes due 2018
          (incorporated  by  reference  to  Exhibit 4.17 to the Company's Annual
          Report  on  Form  10-K  for  the  year  ended  December  31,  2001)

*4.3      First Supplemental Indenture dated as of February 14, 2002 between R&B
          Falcon  Corporation and The Bank of New York to the Indenture dated as
          of  December  22, 1998, between R&B Falcon Corporation, as issuer, and
          Chase Bank of Texas, National Association, as trustee, with respect to
          $400,000,000  Series  A and Series B 9.125% Senior Notes due 2003, and
          9.5%  Senior Notes due 2008 (incorporated by reference to Exhibit 4.19
          to  R&B  Falcon's  Annual Report on Form 10-K for the Company's Annual
          Report  on  Form  10-K  for  the  year  ended  December  31,  2001)

--------------------------------
*   Incorporated  by  reference  as  indicated.


                                       32
<PAGE>
     (b)     Reports  on  Form  8-K

     The  Company  filed  a  Current  Report  on  Form  8-K  on  January 2, 2002
announcing  that  the  updated  "Monthly Fleet Report" as of January 2, 2002 was
available  on  the Company's website, a Current Report on Form 8-K on January 8,
2002  announcing  the  Company's  operating  results for the eleven months ended
November  30,  2001,  the  fourth  quarter  of 2001, and the outlook for 2002, a
Current  Report  on Form 8-K/A on January 8, 2002 amending the Form 8-K filed on
January  8,  2002,  a  Current Report on Form 8-K on January 31, 2002 announcing
that  the updated "Monthly Fleet Report" as of January 31, 2002 was available on
the  Company's  website,  a  Current  Report  on  Form  8-K  on February 6, 2002
announcing  fourth  quarter and full year 2001 results, a Current Report on Form
8-K  on  February  15,  2002  announcing  the  expiration of the consent payment
deadline  for the exchange offers and consent solicitations, a Current Report on
Form 8- K on February 22, 2002 announcing the waiver of a consent condition with
respect  to  the  exchange offers and consent solicitations, a Current Report on
Form  8-K  on  February  28, 2002 announcing that the updated fleet report as of
February  28,  2002  was available on the Company's website, a Current Report on
Form  8-K  on  March  4,  2002  announcing  that  the Company had accepted notes
tendered  in  the exchange offers, and a Current Report on Form 8-K on March 28,
2002 announcing that the updated "Monthly Fleet Report" as of March 28, 2002 was
available  on  the  Company's  website.


                                       33
<PAGE>
SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  hereunto  duly  authorized,  on  May 13, 2002.

TRANSOCEAN INC.



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



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


                                       34
<PAGE>