EXHIBIT 4.3

                            LONG-TERM INCENTIVE PLAN
                                       OF
                           TRANSOCEAN SEDCO FOREX INC.

               (As Amended and Restated Effective January 1, 2000)

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

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

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

     "4.1  GRANT  OF  OPTIONS  OR  FREESTANDING  SARS

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

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

     "Subject  to  Section  4.2(g) and the remainder of this paragraph, the
     Annual Option shall become exercisable in installments as follows: (1)
     a  total of 2,000 Ordinary Shares may be purchased through exercise of
     the  Annual  Option  on  or after the first anniversary of the date of
     grant;  (2)  a total of 4,000 Ordinary Shares may be purchased through
     exercise  of  the  Annual Option on or after the second anniversary of
     the  date  of  grant;  and (3) a total of 6,000 Ordinary Shares may be
     purchased  through exercise of the Annual Option on or after the third
     anniversary  of  the  date  of  grant."

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


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

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

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

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

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

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

                                    TRANSOCEAN  SEDCO  FOREX  INC.

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


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