Edgar Filing: TRANSOCEAN SEDCO FOREX INC

PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-60100

$1,300,000,000
[TRANSOCEAN SEDCO FOREX INC. LOGO]
Transocean Sedco Forex Inc.

Offer to Exchange

6.625% Notes due 2011 7.500% Notes due 2031
for all outstanding for all outstanding
6.625% Notes due 2011 7.500% Notes due 2031
($700,000,000) ($600,000,000)

The Exchange Offer

. The exchange offer will expire at 5:00 p.m., New York City time, on
June 15, 2001, unless extended.

. The exchange offer is not conditioned on any minimum aggregate
principal amount of old notes being tendered.

. We will exchange all old notes that are validly tendered and not
validly withdrawn for an equal principal amount of new notes that we
have registered under the Securities Act of 1933.

. You may withdraw tenders of old notes at any time before the expiration
of the exchange offer.

. The exchange of old notes for new notes in the exchange offer should
not be a taxable event for U.S. federal income tax purposes.

The New Notes

. The new notes will be freely tradeable and will have substantially
identical terms to the old notes.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the new notes or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is May 9, 2001

TABLE OF CONTENTS

About This Prospectus....................................................... 3
Where You Can Find More Information......................................... 3
Cautionary Statement Regarding Forward-Looking Information.................. 4
Enforceability of Civil Liabilities Against Foreign Persons................. 5
Summary..................................................................... 6
Risk Factors................................................................ 18
Private Placement........................................................... 23
Use of Proceeds............................................................. 23
Capitalization.............................................................. 24
Ratio of Earnings to Fixed Charges.......................................... 25
Transocean Sedco Forex Inc.................................................. 26
The Exchange Offer.......................................................... 34
Terms of the Exchange Offer................................................. 35
Description of the Notes.................................................... 43
Transfer Restrictions on the Old Notes...................................... 53
Certain United States Federal Tax Considerations............................ 54
Cayman Islands Tax Consequences............................................. 57
Plan of Distribution........................................................ 58
Legal Matters............................................................... 59
Experts..................................................................... 59

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we have filed with the
SEC. We are submitting this prospectus to holders of old notes so that they can
consider exchanging the old notes for new notes. You should rely only on the
information contained or incorporated by reference in this prospectus. We have
not authorized anyone to provide you with additional or different information.
If anyone provides you with additional or different information, you should not
rely on it. We are not making an offer to exchange and issue the new notes in
any jurisdiction where the offer or exchange is not permitted. You should
assume that the information contained in this prospectus is accurate only as of
the date on the front cover of this prospectus and that any information we have
incorporated by reference is accurate only as of the date of the document
incorporated by reference.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy these materials at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices located at Seven World Trade Center, New York, New
York 10048 and at 500 West Madison Street, 14th Floor, Chicago, Illinois 60661.
You can obtain information about the operation of the SEC's public reference
room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site
that contains information we file electronically with the SEC, which you can
access over the Internet at http://www.sec.gov. You can obtain information
about us at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

This prospectus is part of a registration statement we have filed with the
SEC relating to the securities. As permitted by SEC rules, this prospectus does
not contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules. You may refer to the
registration statement, exhibits and schedules for more information about us
and our securities. The registration statement, exhibits and schedules are
available at the SEC's public reference room or through its Web site.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference
is an important part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all the offered securities. The documents we
incorporate by reference are:

. our Annual Report on Form 10-K for the year ended December 31, 2000,
and

. our Current Reports on Form 8-K filed with the SEC on February 7, 2001
(as amended on March 23, 2001), February 26, 2001, April 9, 2001, April
30, 2001, May 8, 2001 and May 9, 2001.

You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), which we will provide at no cost, by writing or telephoning us at
the following address:

Transocean Sedco Forex Inc.
4 Greenway Plaza
Houston, Texas 77046
Attention: Vice President of Investor Relations and Communications
Telephone: (713) 232-7500

In order to ensure timely delivery of these documents, you should make such
request by June 8, 2001.

You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized any person (including any salesman or broker) to provide information
other than that provided in this prospectus or any prospectus supplement. We
have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on its
cover page or that any information contained in any document we have
incorporated by reference is accurate as of any date other than the date of the
document incorporated by reference.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus and the documents incorporated by reference in this
prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements include information
concerning our possible or assumed future financial performance and results of
operations, including statements about the following subjects:

. business strategy, . increased expenses,

. expected capital expenditures, . customer drilling programs,

. adequacy of source of funds for . utilization rates,
liquidity needs,
. dayrates,
. results and effects of legal
proceedings, . other expectations with
regard to outlook,
. liabilities for tax issues,
. number and timing of idle rig
. adequacy of insurance coverage, days,

. the timing and cost of completion of . timing of the sale of the
capital projects, land and barge drilling
business in Venezuela,
. timing of delivery of drilling units,
. refinancing of indebtedness,
. expiration of rig contracts,
. loss contingencies and
. potential revenues, charges, and

. potential timing and proceeds of . the potential savings and
asset sales, effects of our merger
transaction with R&B Falcon
Corporation.

Forward-looking statements in this prospectus are identifiable by use of the
following words and other similar expressions, among others:

. "anticipate," . "intent,"

. "believe," . "may,"

. "budget," . "might,"

. "could," . "plan,"

. "estimate," . "predict,"

. "expect," . "project," and

. "forecast," . "should."

The following factors could affect our future results of operations and
could cause those results to differ materially from those expressed in the
forward-looking statements included in this prospectus or incorporated by
reference:

. worldwide demand for oil and gas,

. uncertainties relating to the level of activity in offshore and inland
water oil and gas exploration and development,

. exploration success by producers,

. oil and 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,

. the significant amount of debt acquired in our merger transaction with
R&B Falcon,

. costs and other difficulties related to our merger transaction with R&B
Falcon,

. delays or termination of drilling contracts due to a number of events,

. cost overruns on shipyard projects and possible cancellation of
drilling contracts as a result of delays or performance,

. work stoppages,

. our ability to enter into and the terms of future contracts,

. the availability of qualified personnel,

. labor relations and the outcome of negotiations with unions
representing workers,

. operating hazards,

. political and other uncertainties inherent in non-U.S. operations
(including exchange and currency fluctuations),

. the impact of governmental laws and regulations,

. compliance with or breach of environmental laws,

. the adequacy of sources of liquidity,

. the effect of litigation and contingencies, and

. other factors discussed in this prospectus and in our other filings
with the SEC.

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.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

Transocean Sedco Forex is a Cayman Islands exempted company, and certain of
our officers and directors may be residents of various jurisdictions outside
the United States. All or a substantial portion of our assets and the assets of
these persons may be located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon these persons or to enforce any United States court judgment obtained
against these persons that are predicated upon the civil liability provisions
of the Securities Act. We have agreed to be served with process with respect to
actions based on offers and sales of the notes. To bring a claim against us,
you may serve our Corporate Secretary, c/o Transocean Sedco Forex Inc., 4
Greenway Plaza, Houston, Texas 77046, our United States agent appointed for
that purpose.

Walkers, our Cayman Islands legal counsel, has advised us that there is
doubt as to whether Cayman Islands courts would enforce (1) judgments of United
States courts obtained in actions against us or other persons that are
predicated upon the civil liability provisions of the Securities Act or (2)
original actions brought against us or other persons predicated upon the
Securities Act. There is no treaty between the United States and the Cayman
Islands providing for enforcement of judgments, and there are grounds upon
which Cayman Islands courts may not enforce judgments of United States courts.
In general, Cayman Islands courts would not enforce any remedies if they are
deemed to be penalties, fines, taxes or similar remedies.

SUMMARY

This summary highlights selected information from this prospectus to help
you understand the terms of this exchange offer and the new notes. It likely
does not contain all the information that is important to you or that you
should consider in a decision to exchange old notes for new notes. To
understand all of the terms of this exchange offer and the new notes and to
attain a more complete understanding of our business and financial situation,
you should carefully read this entire prospectus and the information we have
incorporated by reference herein.

Transocean Sedco Forex Inc.

We are a leading international provider of offshore contract drilling
services for oil and gas wells. On March 1, 2001, we owned, had partial
ownership interests in, operated or had under construction 166 mobile offshore
and barge drilling units. Our active fleet included 13 high-specification
drillships, three other drillships, 20 high-specification semisubmersibles
(including four under construction at that time, although one has since
commenced operation and another has since completed testing and commissioning),
30 other semisubmersibles, 55 jackup rigs, 37 drilling barges, five tenders and
three submersible rigs. In addition, the fleet included four mobile offshore
production units, two multi-purpose service vessels and three platform drilling
rigs. We also have a fleet of land and barge drilling rigs in Venezuela
consisting of 11 wholly owned and two partially owned land rigs and three lake
barges.

Our core business is to contract these drilling rigs, related equipment and
work crews primarily on a dayrate basis to drill oil and gas wells. We
specialize in technically demanding segments of the offshore drilling business
with a particular focus on deepwater and harsh environment drilling services.
We also provide additional services, including management of third-party well
service activities. Our ordinary shares are listed on the New York Stock
Exchange under the symbol "RIG."

We are a Cayman Islands exempted company with principal executive offices in
the United States located at 4 Greenway Plaza, Houston, Texas 77046. Our
telephone number at that address is (713) 232-7500.

Business Strategy

We are committed to achieving long-term growth through our strategy of:

. capitalizing on our position as the largest offshore drilling company
in the world, with the largest fleets of both deepwater and shallow
water drilling units,

. continuing our technological leadership in the development of offshore
drilling methodologies,

. serving our customers in all major offshore operating areas,

. preserving our financial strength, and

. achieving potential savings as a result of our mergers with Sedco Forex
Holdings Limited and R&B Falcon.

Largest Offshore Drilling Fleet. Through our mergers with Sedco Forex and
R&B Falcon, we have created the largest fleet of mobile offshore drilling units
in the world. We believe that this diverse fleet positions us with the
necessary geographical coverage, technical capabilities, efficiencies and
resources to meet our customers' needs and attract new customers.

. Deepwater. We have the largest deepwater drilling fleet in the world,
including some of the most technologically advanced deepwater drilling
units in the industry. We fully or partially own, charter or manage 50
semisubmersibles (including two currently under construction) and 16
drillships. These

drilling rigs, also known as "floaters," address our customers' drilling
needs in mid-water depth and deepwater drilling locations, including some
of the deepest waters and harshest environments in the world. Seventeen
of these floaters are newly constructed or converted drilling units,
including our two remaining units under construction, one of which is
expected for completion and delivery in the second quarter of 2001 with
the second expected in the third quarter of 2001.

. Shallow Water. As a result of our merger with R&B Falcon, we have
acquired a strong position in the natural gas drilling market in the
shallow-water U.S. Gulf of Mexico. Included in our 55-unit jackup fleet
are 29 units in the U.S. Gulf of Mexico, the largest jackup fleet in
the United States. Our fleet also includes 33 inland drilling barges in
the United States. This presence enables us to participate in the
highly active North American natural gas drilling market, which has
recently benefited from significantly improved pricing resulting from
increased demand for the commodity and historically low inventory
levels.

Technological Leadership. Technology has always been and will continue to be
a major factor in our ability to meet our customers' evolving needs, especially
with respect to deepwater drilling. This is most evident today in our high-
specification floaters, which utilize state-of-the-art systems to drill wells
more efficiently, some in water more than a mile deep. For example, all three
of our Discoverer Enterprise-class drillships are designed to realize
significant cost savings during development drilling with the two drilling
systems of our patented "dual-activity" process, compared with a "single-
activity" rig that has only one drilling system. Our ultra-deepwater drilling
rigs, including these "dual-activity" drillships, the Sedco Express-class
semisubmersibles and the Deepwater Nautilus and Deepwater Horizon, are all
designed to offer clients tools to improve the economics of their drilling
projects.

Geographic Diversity. We have a significant presence in all major offshore
oil and gas drilling areas, including the North Sea, West Africa, Asia, the
U.S. Gulf of Mexico and Brazil. Our infrastructure in these areas helps us to
meet our customers' needs on a global basis and is designed to provide regional
economies of scale and reduce the possible impact of any future downturn in a
single geographic area. In addition, our longstanding commitment to operate in
major markets has increased our knowledge of our customers' region-specific
needs, and helps us build strong relationships with clients, vendors,
regulators and others important to our operations.

Financial Strength. We were able to preserve an investment grade rating even
though the merger with R&B Falcon increased the combined company's debt level
(the combined company's pro forma consolidated net debt to total capitalization
ratio on December 31, 2000 was 29%, as compared to a 26% ratio for Transocean
Sedco Forex on the same date). We believe that our financial strength positions
our company to respond to the needs of our customers and provides protection in
the event of a downturn in the offshore drilling sector.

Operating Efficiencies. We expect to achieve cost savings from our mergers
with Sedco Forex and R&B Falcon through elimination of duplicative overhead and
redundant shore-based facilities and increased purchasing power in areas such
as insurance and materials.

Recent Developments

On January 31, 2001, we completed a merger transaction with R&B Falcon in
which our indirect wholly owned subsidiary, TSF Delaware Inc., 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 our company for each R&B Falcon
share. We issued 106,061,595 ordinary shares in exchange for the issued and
outstanding shares of R&B Falcon and assumed warrants and options exercisable
for approximately 13.2 million ordinary shares. The 106,061,595 ordinary shares
issued in exchange for the issued and outstanding shares of R&B Falcon
constituted approximately 33 percent of the outstanding ordinary shares after
the merger. We accounted for the merger using the purchase method of accounting
with our company treated as the acquiror.

Concurrently with the closing of the merger, a subsidiary of R&B Falcon
contributed its inland marine support vessel business to Delta Towing Holdings,
LLC. In connection with this contribution, the R&B Falcon subsidiary received
secured contingent notes valued at $80 million and a 25 percent ownership
interest in Delta Towing.

On February 13, 2001, a joint venture in which we hold a 25 percent
interest, Sea Wolf Drilling Limited and its wholly owned subsidiaries,
completed the sale of the two semisubmersible rigs owned by the venture, the
Drill Star and Sedco Explorer, to Pride International, Inc. and certain of its
subsidiaries. Sea Wolf received approximately $45 million in cash and
approximately 3 million shares of Pride common stock in exchange for the two
rigs. We will bareboat charter the Drill Star, now known as the Pride North
Atlantic, from Pride until approximately September 2001. We will no longer
charter the Sedco Explorer.

On March 5, 2001, R&B Falcon commenced a tender offer for all of the
outstanding 11.375% Senior Secured Notes due 2009 of its affiliate RBF Finance
Co. The offer expired on April 9, 2001. Under the terms of the offer, R&B
Falcon purchased the outstanding 11.375% Senior Secured Notes at a purchase
price of $493,200,000, including accrued interest. Concurrently with the launch
of the tender offer, RBF Finance Co. called its 11% Senior Secured Notes due
2006 and R&B Falcon called its 12.25% Senior Notes due 2006 for redemption on
April 6, 2001. The 11% Senior Secured Notes were redeemed at a "make-whole"
redemption price of $503,696,000, including accrued interest, and the 12.25%
Senior Notes were redeemed at a "make-whole" redemption price of $262,780,000,
including accrued interest. On April 18, 2001, Cliffs Drilling Company called
its 10.25% Senior Notes due 2003 for redemption on May 18, 2001 at an aggregate
redemption price of approximately $205 million plus accrued and unpaid
interest.

We have recently completed the phase out of our turnkey operations. The
turnkey drilling activities were acquired as a result of our merger transaction
with R&B Falcon.

We plan to sell our land and barge drilling business in Venezuela. We are in
discussions with possible buyers and expect to close the sale in the second
quarter of 2001, provided we are able to realize an acceptable sale price. The
land and barge drilling business in Venezuela was acquired as a result of our
merger transaction with R&B Falcon.

Outlook

Fleet utilization during 2000, when compared to 1999, was affected by
planned and unplanned downtime, seasonal weakness in the U.K. sector of the
North Sea, a sluggish floater market in Asia and continued delays associated
with the activation of newbuild rigs. We expect that the combined company
(after the R&B Falcon merger) will experience more than 1,000 idle rig days of
shipyard time in 2001 (excluding rigs under construction) in connection with
planned maintenance and rig upgrades and estimate that approximately 65 percent
of that time will occur in the first half of the year. Results for 2001 will
also be affected by delays in the delivery of newbuild rigs.

General market conditions continued to gradually improve during 2000,
particularly during the second half of the year, although worldwide customer
spending did not materially increase during the year from 1999. Oil and gas
prices again remained at relatively strong levels during the year, and we
expect client spending levels to increase during 2001 based upon their
previously announced budgets. We also expect to see a balanced increase in
spending between U.S. and international markets and continued increases in
spending in the gas-intensive, shallow water areas of the U.S. Gulf of Mexico.
There have been signs of improving market dayrates, especially for higher
specification units. This improving market is evidenced by recent contract
awards and extensions on a number of rigs, including the Sovereign Explorer in
the U.K. sector of the North Sea, Transocean Richardson and Transocean Amirante
in the U.S. Gulf of Mexico and Transocean Nordic in Norway. However, we cannot
predict with certainty that the increase in customer spending will indeed
materialize or, if it does occur, the ultimate degree to which utilization and
dayrates will be affected. The contract drilling market historically has been
highly competitive and cyclical. A decline in oil or gas prices could reduce
demand for our drilling services and adversely affect both utilization and
dayrates.

We expect weakness in our results for the first half of 2001. We anticipate
higher levels of expenses during 2001 due to a variety of factors, including
the following. We expect to complete our remaining major construction projects
by the end of the third quarter of 2001, resulting in increased interest
expense as project related expenditures will no longer be capitalized. We have
begun or currently have plans for significant shipyard upgrade and maintenance
projects for at least six rigs which could result in increased expenses during
2001. We replaced existing employment agreements with certain executives which
contained change in control provisions that had been triggered by the Sedco
Forex merger. These new agreements will require us to recognize approximately
$5.8 million in additional compensation expense during 2001. Finally, the labor
market for rig workers, especially in the U.S. Gulf of Mexico, has tightened as
rig utilization rates have increased. If this trend continues, we may incur
higher compensation expense to attract and retain qualified rig personnel.

On March 1, 2001, approximately 50 percent of our mobile offshore drilling
unit fleet days were committed for the remainder of 2001 and 17 percent for the
year 2002.

Summary of the Exchange Offer

On April 5, 2001, we completed a private offering of the old notes. We
received proceeds, after deducting the discount to the initial purchasers, of
approximately $1,283,749,000 from the sale of the old notes.

In connection with the offering of the old notes, we entered into an
exchange and registration rights agreement with the initial purchasers of the
old notes in which we agreed to deliver this prospectus to you and to use our
reasonable best efforts to complete the exchange offer for the old notes by
June 23, 2001. In the exchange offer, you are entitled to exchange your old
notes for new notes, with substantially identical terms, the issuance of which
has been registered with the SEC. The exchange offer consists of separate,
independent exchange offers for each series of notes. You should read the
discussion under the headings "--The New Notes" beginning on page 14 and
"Description of the Notes" beginning on page 43 for further information about
the new notes. After the exchange offer is complete, you will no longer be
entitled to any exchange or registration rights for your old notes.

We have summarized the terms of the exchange offer below. You should read
the discussion under the heading "The Exchange Offer" beginning on page 34 for
further information about the exchange offer and resale of the new notes.

The exchange offer.......... We are offering to exchange up to $700,000,000
principal amount of the new 6.625% Notes due 2011
for up to $700,000,000 principal amount of the
old 6.625% Notes due 2011.

We are offering to exchange up to $600,000,000
principal amount of the new 7.500% Notes due 2031
for up to $600,000,000 principal amount of the
old 7.500% Notes due 2031.

Old notes may only be exchanged in $1,000
increments. Terms of the new notes are identical
in all material respects to those of the old
notes except that the new notes will not be
subject to transfer restrictions and holders of
the new notes will have no registration rights.
Also, the new notes will not contain provisions
for an increase in their stated interest rate.
Old notes that are not tendered for exchange will
continue to be subject to transfer restrictions
and will not have registration rights. Therefore,
the market for secondary resales of old notes
that are not tendered for exchange is likely to
be minimal.

Expiration date............. Each exchange offer will expire at 5:00 p.m., New
York City time, on June 15, 2001, or such later
date and time to which we may extend it. Please
read "The Exchange Offer--Extensions, Delay in
Acceptance, Termination or Amendment" on page 35
for more information about an extension of the
expiration date.

Withdrawal of tenders....... You may withdraw your tender of old notes at any
time before the expiration date. We will return
to you, without charge, promptly after the
expiration or termination of the exchange offer
any old notes that you tendered but were not
accepted for exchange.

Conditions to the exchange We will not be required to accept old notes for
offer...................... exchange:

. if the exchange offer would be unlawful or
would violate any interpretation of the staff
of the SEC, or

. if any legal action has been instituted or
threatened that would impair our ability to
proceed with the exchange offer.

The exchange offer is not conditioned on any
minimum aggregate principal amount of old notes
being tendered. Please read "The Exchange Offer--
Conditions to the Exchange Offer" on page 36 for
more information about the conditions to the
exchange offer.

Procedures for tendering
old notes.................. If your old notes are held through The Depositary
Trust Company, or "DTC," and you wish to
participate in the exchange offer, you may do so
through DTC's automated tender offer program. If
you tender under this program, you will agree to
be bound by the letter of transmittal that we are
providing with this prospectus as though you had
signed the letter of transmittal. By signing or
agreeing to be bound by the letter of
transmittal, you will represent to us that, among
other things:

. any new notes that you receive will be
acquired in the ordinary course of your
business,

. you have no arrangement or understanding with
any person to participate in the distribution
of the old notes or the new notes,

. you are not our "affiliate," as defined in
Rule 405 of the Securities Act, or, if you
are our affiliate, you will comply with any
applicable registration and prospectus
delivery requirements of the Securities Act,

. if you are not a broker-dealer, you are not
engaged in and do not intend to engage in the
distribution of the new notes, and

. if you are a broker-dealer that will receive
new notes for your own account in exchange
for old notes that you acquired as a result
of market-making activities or other trading
activities, you will deliver a prospectus in
connection with any resale of these new
notes.

Special procedures for
beneficial owners.......... If you own a beneficial interest in old notes
that are registered in the name of a broker,
dealer, commercial bank, trust company or other
nominee and you wish to tender the old notes in
the exchange offer, please contact the registered
holder as soon as possible and instruct the
registered holder to tender on your behalf and to
comply with our instructions described in this
prospectus.

Guaranteed delivery
procedures................. You must tender your old notes according to the
guaranteed delivery procedures described in "The
Exchange Offer--Procedures for Tendering--
Guaranteed Delivery Procedures" on page 40 if any
of the following apply:

. you wish to tender your old notes but they
are not immediately available,

. you cannot deliver your old notes, the letter
of transmittal or any other required
documents to the exchange agent before the
expiration date, or

. you cannot comply with the applicable
procedures under DTC's automated tender offer
program before the expiration date.

U.S. federal income tax
considerations............. The exchange of old notes for new notes in the
exchange offer should not be a taxable event for
U.S. federal income tax purposes. Please read
"Certain United States Federal Tax Consequences"
on page 54.

Use of proceeds............. We will not receive any cash proceeds from the
issuance of new notes in the exchange offer.

Registration rights......... If we fail to complete the exchange offer and a
resale registration statement in respect of the
old notes is not declared effective within
specified time periods, we may be obligated to
pay additional interest to holders of old notes.
Please read "Description of the Notes--Exchange
Offer and Registration Rights" beginning on page
52 for more information regarding your rights as
a holder of old notes.

The Exchange Agent

We have appointed The Chase Manhattan Bank as exchange agent for the
exchange offer. Please direct questions and requests for assistance, requests
for additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you
are not tendering under DTC's automated tender offer program, you should send
the letter of transmittal and any other required documents to the exchange
agent as follows:

The Chase Manhattan Bank

By Hand or Courier or Mail (if by Mail, Registered or Certified Mail
Recommended):

The Chase Manhattan Bank
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
Attention: Frank Ivins

By Facsimile Transmission (Eligible Institutions Only):

(713) 577-5200
Attention: Mauri J. Cowen

Confirm By Telephone:

(713) 216-6686
Attention: Mauri J. Cowen

The New Notes

The new notes will be freely tradable and otherwise substantially identical
to the old notes. The new notes will not have registration rights or provisions
for additional interest. The new notes of a series will evidence the same debt
as the old notes of that series, and the old notes and the new notes will be
governed by the same indenture. The old notes of a series and the new notes of
the same series will vote together as a single separate class under the
indenture.

Securities offered.......... $700 million aggregate principal amount of 6.625%
Notes due April 15, 2011.

$600 million aggregate principal amount of 7.500%
Notes due April 15, 2031.

We will issue the notes in global form.

Ranking..................... The new notes will rank equally with all of our
existing unsecured, unsubordinated debt and
senior to any future subordinated debt.

Interest payment dates...... April 15 and October 15, commencing on October
15, 2001.

Redemption at our option.... We may choose to redeem some or all of the new
notes at any time. The redemption price will be
an amount equal to 100% of the principal amount
of notes being redeemed, plus a make-whole
premium, if any, which is determined by reference
to a fixed spread of 25 basis points for the
6.625% Notes and 35 basis points for the 7.500%
Notes, in each case over a specified U.S.
Treasury yield.

Covenants................... The indenture relating to the new notes contains
limitations on our ability to incur debt secured
by specified liens, to engage in sale/leaseback
transactions and to engage in specified merger,
consolidation or reorganization transactions.

Absence of public markets
for the notes.............. There is no existing market for the new notes. We
cannot provide any assurance about:

. the liquidity of any markets that may develop
for the new notes,

. your ability to sell the new notes, and

. the prices at which you will be able to sell
the new notes.

Future trading prices of the new notes will
depend on many factors, including:

. prevailing interest rates,

. our operating results,

. the ratings of the new notes, and

. the market for similar securities.

The initial purchasers of the old notes have
advised us that they currently intend to make a
market in the new notes that we issue in the
exchange offer. Those initial purchasers do not,
however, have any obligation to do so, and they
may discontinue any market-making activities at
any time without any notice. In addition, we do
not intend to apply for listing of the new notes
on any securities exchange or for quotation of
the new notes in any automated dealer quotation
system.

Summary Pro Forma and Historical Summary Financial Information

The following table presents summary pro forma and summary historical
financial data concerning Transocean Sedco Forex and R&B Falcon. The pro forma
statement of operations data assume that the merger between Transocean Sedco
Forex and R&B Falcon was completed on January 1, 2000 and the pro forma balance
sheet data assume that the merger was completed on December 31, 2000. The pro
forma information does not necessarily indicate what the operating results or
financial position of the combined company would have been had the merger been
completed on January 1, 2000, or what the future operating results or financial
position of the combined company will be. In particular, the unaudited pro
forma combined statement of operations data do not include adjustments to
reflect any cost savings or other operational efficiencies that may be realized
as a result of the merger of Transocean Sedco Forex and R&B Falcon, or any
future merger-related restructuring or integration expenses. The historical
financial information has been derived from the audited financial statements of
Transocean Sedco Forex and R&B Falcon for the periods presented.

You should read this summary financial information in conjunction with the
unaudited pro forma financial information incorporated by reference in this
prospectus from our Current Report on Form 8-K filed on February 7, 2001 (as
amended on March 23, 2001) and the business and financial information included
in our annual report on Form 10-K for the year ended December 31, 2000 and our
other filings with the SEC.

Year Ended December 31, 2000
--------------------------------
Historical
--------------------
Transocean Pro Forma
Sedco R&B Transocean
Forex Falcon Sedco Forex
---------- --------- -----------
(in
millions) (unaudited)

Statement of Operations Data
Operating revenues............................ $1,230 $1,052 $ 2,250
Operating income (loss)....................... 133 223 148
Income (loss) from continuing operations
before extraordinary items and preferred
dividends.................................... 107 (58) (94)
Income (loss) from continuing operations
before extraordinary items applicable to
ordinary/common shareholders................. 107 (265) (301)

Other Financial Data
Capital expenditures, exclusive of non-cash
items(a)..................................... $ 575 $ 465 $ 1,040
EBITDA(b)..................................... 401 372 785
Ratio of net debt to total capitalization(c).. 26% 66% 29%
Ratio of net debt to EBITDA(c)................ 3.5 7.0 5.5
Ratio of earnings to fixed charges(d)(e)...... 1.5 --
Supplemental pro forma ratio of earnings to
fixed charges(d)(e).......................... --
Supplemental pro forma as adjusted ratio of
earnings to fixed charges(d)(e)(f)........... --
Balance Sheet Data (as of year end)
Cash and cash equivalents(c).................. $ 35 $ 358 $ 393
Property and equipment, net................... 4,695 3,798 8,790
Total assets.................................. 6,359 4,795 16,754
Long-term obligations (including current
portion)..................................... 1,453 2,933 4,700
Shareholders' equity.......................... 4,004 1,376 10,646

--------
(a) The R&B Falcon and pro forma capital expenditures exclude $11 million of
property and equipment purchased in exchange for noncurrent liabilities.

(b) EBITDA (income (loss) from continuing operations before extraordinary
items, interest, taxes, depreciation and amortization) is presented here
because it is a widely accepted financial indication of a company's ability
to incur and service debt. EBITDA measures presented may not be comparable
to similarly titled measures used by other companies. EBITDA is not a
measurement presented in accordance with accounting principles generally
accepted in the United States ("GAAP") and is not intended to be used in
lieu of GAAP presentations of results of operations and cash provided by
operating activities.
(c) R&B Falcon cash and cash equivalents includes $45.3 million subject to
certain restrictions, which amount was excluded in determining net debt.
(d) We have computed the ratios of earnings to fixed charges by dividing
earnings available for fixed charges by fixed charges. For this purpose,
"earnings available for fixed charges" consist of pretax income (loss) from
continuing operations before extraordinary items plus fixed charges,
distributed earnings of unconsolidated joint ventures and amortization of
capitalized interest, less capitalized interest and undistributed equity in
earnings of joint ventures. "Fixed charges" consist of interest expense,
capitalized interest and an estimate of the interest within rental expense.
See "Ratio of Earnings to Fixed Charges" in this prospectus for additional
information.
(e) R&B Falcon earnings, supplemental pro forma earnings and supplemental pro
forma as adjusted earnings were insufficient to cover fixed charges by
$44.3 million, $130.5 million and $141.3 million, respectively.
(f) As adjusted to reflect the issuance of the 6.625% Notes due April 15, 2011
and the 7.500% Notes due April 15, 2031 and the application of the net
proceeds as described under "Private Placement" and the purchase in a
tender offer of all outstanding 11.375% Senior Secured Notes of RBF Finance
Co. and the redemption of all outstanding 11% Senior Secured Notes of RBF
Finance Co. and all outstanding 12.25% Senior Notes of R&B Falcon.

RISK FACTORS

In addition to the other information contained in this prospectus and the
documents incorporated by reference, you should carefully consider the
following risk factors. If any of the following risks occur, our business,
financial condition or results of operations could be materially adversely
affected.

Our business depends on the level of activity in the oil and gas industry,
which is significantly affected by volatile oil and gas prices.

Our business depends on the level of activity in oil and gas exploration,
development and production in markets worldwide, with the U.S. and
international offshore and U.S. inland marine areas being our primary markets.
Oil and gas prices, market expectations of potential changes in these prices
and a variety of political and economic factors significantly affect this level
of activity. Oil and gas prices are extremely volatile and are affected by
numerous factors, including the following:

. worldwide demand for oil and gas;

. the ability of the Organization of Petroleum Exporting Countries,
commonly called "OPEC," to set and maintain production levels and
pricing;

. the level of production in non-OPEC countries;

. the policies of various governments regarding exploration and
development of their oil and gas reserves;

. advances in exploration and development technology; and

. the political environment in oil-producing regions.

The level of activity in the oil and gas industry has not fully recovered from
the recent downturn, which continues to adversely affect our dayrates and rig
utilization.

The global reduction in exploration and development spending by our
customers, resulting from the sustained period of significantly lower oil and
gas prices from late 1997 through early 1999 and consolidation activity among
major oil producers over the same period, resulted in lower utilization and
dayrates for our drilling rigs during that period. Despite a recovery in crude
oil and gas prices that began in the latter part of 1999, worldwide customer
spending levels have only begun to appreciably increase from spending levels
during 1999 and there remains surplus rig capacity, particularly in the lower
specification semisubmersible and some jackup markets. A decline in oil or gas
prices could reduce demand for our drilling services and adversely affect both
utilization and dayrates.

Our industry is highly competitive and cyclical, with intense price
competition.

The offshore and inland marine contract drilling industry is highly
competitive with numerous industry participants, none of which has a dominant
market share. Drilling contracts are traditionally awarded on a competitive bid
basis. Intense price competition is often the primary factor in determining
which qualified contractor is awarded a job, although rig availability and the
quality and technical capability of service and equipment may also be
considered.

Our industry has historically been cyclical. There have been periods of high
demand, short rig supply and high dayrates, followed by periods of low demand,
excess rig supply and low dayrates. The industry experienced a period of
moderately increased demand on a global basis during 2000 as a result of
relatively strong oil and gas prices during the year. However, our clients did
not significantly increase their spending, except in the United States. Changes
in commodity prices can have a dramatic effect on rig demand, and periods of
excess rig supply intensify the competition in the industry and often result in
rigs being idle for long periods of time.

Our drilling contracts may be terminated due to a number of events.

Our customers may terminate some of our term drilling contracts under
various circumstances such as the loss or destruction of the drilling unit or
the suspension of drilling operations for a specified period of time as a
result of a breakdown of major equipment. Some drilling contracts permit the
customer to terminate the contract at the customer's option without paying a
termination fee. In addition, the drilling contracts for the Sedco Express-
class newbuild rigs contain termination or term reduction provisions tied to
late delivery of these rigs and a unit of TotalFinaElf cancelled the Sedco
Express contract because of late delivery. If our customers cancel some of our
significant contracts and we are unable to secure new contracts on
substantially similar terms, it could adversely affect our results of
operations. In reaction to depressed market conditions, our customers may also
seek renegotiation of firm drilling contracts to reduce their obligations.

Our shipyard projects are subject to delays and cost overruns.

As of April 30, 2001, we had two new rigs in the testing and commissioning
phase and plans for significant shipyard upgrade and maintenance projects for
at least six rigs during 2001. These shipyard projects are subject to the risks
of delay or cost overruns inherent in any large construction project resulting
from numerous factors, including the following:

. engineering, software or systems problems, including those relating to
the commissioning of newly designed equipment;

. shortages of equipment, materials or skilled labor;

. unscheduled delays in the delivery of ordered materials and equipment;

. work stoppages;

. shipyard unavailability;

. weather interference;

. unanticipated cost increases; and

. difficulty in obtaining necessary permits or approvals.

These factors may contribute to cost variations and delays in the completion
of our shipyard projects. Delays in delivery of the newbuild units would result
in delays in contract commencements, resulting in a loss of revenue to us, and
may also cause clients to terminate or shorten the term of the drilling
contracts for these rigs, as described above. In the event of the termination
of a drilling contract for one of these rigs, there can be no assurance that we
would be able to secure a replacement contract on as favorable terms.

We may face difficulties in integrating our combined operations.

We have been involved in two merger transactions in the last two years. We
may not be able to integrate the operations of the merged or acquired companies
without a loss of employees, customers or suppliers, a loss of revenues, an
increase in operating or other costs or other difficulties. In addition, we may
not be able to realize the operating efficiencies, synergies, cost savings or
other benefits expected from these transactions.

We plan to restructure the ownership of a portion of the assets currently
held by R&B Falcon and its subsidiaries. This restructuring is intended to
lower the worldwide effective corporate tax rate from what that rate would have
been in the absence of the restructuring and to achieve operational
efficiencies, including improved worldwide cash management and increased
flexibility for operating rigs in various jurisdictions. Any transfers of
assets by R&B Falcon or one of its subsidiaries to Transocean Sedco Forex or
one of its non-U.S. subsidiaries in this restructuring could, in some cases,
result in the imposition of additional taxes.

We acquired a significant amount of debt in the merger with R&B Falcon.

R&B Falcon was subject to a significant amount of debt. Our overall debt
level increased as a result of this R&B Falcon debt after the merger. Some of
this debt has relatively high interest rates. The R&B Falcon

debt agreements also contain restrictions and requirements that may limit our
flexibility in conducting our operations.

Our business involves numerous operating hazards.

Our operations are subject to the usual hazards inherent in the drilling of
oil and gas wells, such as blowouts, reservoir damage, loss of production, loss
of well control, punchthroughs, craterings and fires. The occurrence of these
events could result in the suspension of drilling operations, damage to or
destruction of the equipment involved and injury or death to rig personnel. We
may also be subject to personal injury and other claims of rig personnel as a
result of our drilling operations. Operations also may be suspended because of
machinery breakdowns, abnormal drilling conditions, failure of subcontractors
to perform or supply goods or services or personnel shortages. In addition,
offshore drilling operators are subject to perils peculiar to marine
operations, including capsizing, grounding, collision and loss or damage from
severe weather. Damage to the environment could also result from our
operations, particularly through oil spillage or extensive uncontrolled fires.
We may also be subject to property, environmental and other damage claims by
oil and gas companies. Our insurance policies and contractual rights to
indemnity may not adequately cover losses, and we may not have insurance
coverage or rights to indemnity for all risks. If a significant accident or
other event occurs and is not fully covered by insurance or a recoverable
indemnity from a client, it could adversely affect our consolidated financial
position or results of operations.

In March 2001, a production facility located offshore Brazil sank in
approximately 4000 feet of water, resulting in loss of life and equipment, and
the release of hydrocarbons into the water. We had no interest in this
facility, but do have 15 rigs working in Brazil including two rigs working in
the same field as this facility was located. There can be no assurance that
this event will not result in delays or other changes in the development or
exploration efforts offshore of Brazil or other areas and thereby affect our
operations.

We continue to conduct some turnkey drilling operations, which expose us to
risks normally borne by the operator under a daywork drilling contract.

We conduct most of our drilling services under daywork drilling contracts
where the customer pays for the period of time required to drill or workover a
well. However, we have provided a portion of our services under turnkey
drilling contracts from time to time although we have recently phased out our
turnkey operations. Under turnkey drilling contracts, a well is drilled to a
contract depth under specified conditions for a fixed price. Our risks under a
turnkey drilling contract are substantially greater than those in connection
with a well drilled on a daywork basis because under a turnkey drilling
contract we will normally assume most of the risks associated with drilling
operations, including the risks of blowout, loss of hole, stuck drill stem,
machinery breakdowns, abnormal drilling conditions, and risks associated with
subcontractors' services, supplies and personnel. These risks are generally
assumed by the client in a daywork contract.

Our non-U.S. operations will involve additional risks not associated with our
U.S. operations.

We operate in various regions throughout the world that may expose us to
political and other uncertainties, including risks of:

. war and civil disturbances;

. expropriation of equipment;

. the inability to repatriate income or capital; and

. changing taxation policies.

Many governments favor or effectively require the awarding of drilling
contracts to local contractors or require foreign contractors to employ
citizens of, or purchase supplies from, a particular jurisdiction. These
practices may adversely affect our ability to compete.

Our non-U.S. contract drilling operations are subject to various laws and
regulations in countries in which we operate, including laws and regulations
relating to the equipment and operation of drilling units, currency conversions
and repatriation, oil and gas exploration and development and taxation of
offshore earnings and earnings of expatriate personnel. Governments in some
foreign countries have become increasingly active in regulating and controlling
the ownership of concessions and companies holding concessions, the exploration
of oil and gas and other aspects of the oil and gas industries in their
countries. In addition, government action, including initiatives by OPEC, may
continue to cause oil or gas price volatility. In some areas of the world, this
governmental activity has adversely affected the amount of exploration and
development work done by major oil companies and may continue to do so.

Another risk inherent in our operations is the possibility of currency
exchange losses where revenues are received and expenses are paid in foreign
currencies. We may also incur losses as a result of an inability to collect
revenues because of a shortage of convertible currency available to, or
transfer or exchange by, the country of operation.

Failure to retain key personnel could hurt our operations.

We require highly skilled personnel to operate and provide technical
services and support for our drilling units. To the extent that demand for
drilling services and the size of the worldwide industry fleet increase,
shortages of qualified personnel could arise, creating upward pressure on
wages.

On a worldwide basis, we had approximately 14 percent of our employees
working under collective bargaining agreements on March 1, 2001, most of whom
were working in Norway, Nigeria, Trinidad and Venezuela. Of these represented
employees, a majority are working under agreements that are subject to salary
negotiation in 2001. In addition, the Company has signed a recognition
agreement requiring negotiation with a labor union representing employees in
the U.K. These negotiations could result in collective bargaining agreements
covering these employees, which could result in higher personnel expenses,
other increased costs or increased operating restrictions.

Governmental laws and regulations may add to our costs or limit drilling
activity.

Our operations are affected from time to time in varying degrees by
governmental laws and regulations. The drilling industry is dependent on demand
for services from the oil and gas exploration industry and, accordingly, is
also affected by changing tax and other laws relating to the energy business
generally. We may be required to make significant capital expenditures to
comply with laws and regulations. It is also possible that these laws and
regulations may in the future add significantly to operating costs or may limit
drilling activity.

Compliance with or breach of environmental laws can be costly and could limit
our operations.

Our operations are subject to regulations controlling the discharge of
materials into the environment, requiring removal and cleanup of materials that
may harm the environment or otherwise relating to the protection of the
environment. For example, as an operator of mobile offshore drilling units in
navigable United States waters and some offshore areas, we may be liable for
damages and costs incurred in connection with oil spills related to those
operations. Laws and regulations protecting the environment have become more
stringent in recent years, and may in some cases impose strict liability,
rendering a person liable for environmental damage without regard to
negligence. These laws and regulations may expose us to liability for the
conduct of or conditions caused by others or for acts that were in compliance
with all applicable laws at the time they were performed. The application of
these requirements or the adoption of new requirements could have a material
adverse effect on our financial position and results of our operations.

Our holding company structure results in substantial structural subordination
and may affect our ability to make payments on the notes.

The notes are obligations exclusively of Transocean Sedco Forex. We are a
holding company and, accordingly, substantially all of our operations are
conducted through our subsidiaries. As a result, our cash

flow and our ability to service our debt, including the notes, is dependent
upon the earnings of our subsidiaries and on the distribution of earnings,
loans or other payments by our subsidiaries to us.

No market currently exists for the new notes, and we cannot assure you that an
active trading market for the new notes will develop.

The new notes comprise a new issue of securities for which there is
currently no public market. Although the initial purchasers of the old notes
have informed us that they intend to make a market in the new notes that we
issue in this exchange offer, they have no obligation to do so and may cease
these activities at any time without notice. If the new notes are traded after
their initial issuance, they may trade at a discount from their initial public
offering price or the initial public offering price of the old notes, depending
on prevailing interest rates, the market for similar securities, our
performance and other factors. To the extent that an active trading market for
the new notes does not develop, the liquidity and trading prices for the new
notes may be harmed. Thus, you may not be able to liquidate your investment
rapidly, and your lenders may not readily accept the new notes as collateral
for loans. We do not currently intend to apply to list the new notes on any
securities exchange or public market.

PRIVATE PLACEMENT

We issued $700 million principal amount of 6.625% Notes due 2011 and $600
million principal amount of 7.500% Notes due 2031 on April 5, 2001 to the
initial purchasers of those notes at prices of 98.827% and 98.660% of the
principal amount, respectively. We issued the old notes to the initial
purchasers in a transaction exempt from or not subject to registration under
the Securities Act. The initial purchasers then offered and resold the old
notes to qualified institutional buyers or non-U.S. persons in compliance with
Regulation S under the Securities Act initially at the following prices:

. 99.477% of the principal amount of the 6.625% Notes due 2011.

. 99.535% of the principal amount of the 7.500% Notes due 2031.

We received aggregate net proceeds, before expenses, of approximately
$1,283,749,000 from the sale of the old notes. We used those proceeds to
provide funding for:

. the purchase price of $493,200,000, including accrued interest, for
securities acquired by R&B Falcon pursuant to its tender offer for the
11.375% Senior Secured Notes due 2009 of RBF Finance Co.,

. the redemption price of $503,696,000, including accrued interest, for
the 11% Senior Secured Notes due 2006 of RBF Finance Co., and

. the redemption price of $262,780,000, including accrued interest, for
the 12.25% Senior Notes due 2006 of R&B Falcon.

The remaining net proceeds were used for general corporate purposes.

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new notes. In
consideration for issuing the new notes of each series, we will receive in
exchange a like principal amount of old notes of the same series. The old notes
surrendered in exchange for the new notes will be retired and canceled and
cannot be reissued. Accordingly, issuance of the new notes will not result in
any change in our capitalization.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2000
(1) on a pro forma basis as adjusted to give effect to the R&B Falcon merger
and (2) on a pro forma basis as adjusted to reflect the issuance of the old
notes and the application of the net proceeds as described under "Private
Placement."

December 31, 2000
-------------------
Pro Pro Forma
Forma As Adjusted
------- -----------
(In millions)

Cash and Cash Equivalents................................... $ 393 $ 417
======= =======
Debt
6.625% Notes due 2011(1).................................. $ -- 696
7.500% Notes due 2031(1).................................. -- 597
7.45% Notes due 2027...................................... 94 94
Zero Coupon Convertible Debentures due 2020(2)............ 498 498
8.00% Debentures due 2027................................. 198 198
Term Loan Agreement....................................... 400 400
ABN Revolving Credit Agreement............................ 180 180
6.90% Notes Payable due 2004.............................. 15 15
Secured Rig Financing..................................... 69 69
6.5% Senior Notes due 2003................................ 252 252
9.125% Senior Notes due 2003.............................. 108 108
10.25% Senior Notes due 2003(3)........................... 208 208
6.75% Senior Notes due 2005............................... 356 356
11% Senior Secured Notes due 2006......................... 492 --
12.25% Senior Notes due 2006.............................. 256 --
6.95% Senior Notes due 2008............................... 253 253
9.5% Senior Notes due 2008................................ 355 355
11.375% Senior Secured Notes due 2009..................... 484 --
7.375% Senior Notes due 2018.............................. 251 251
Project Financing......................................... 229 229
Other..................................................... 2 2
------- -------
Total Debt.................................................. 4,700 4,761
Less Current Maturities................................... 65 65
Total Long-Term Debt.................................... $ 4,635 $ 4,696
------- -------
Total Shareholder's Equity.................................. $10,646 $10,646
------- -------
Total Capitalization.................................... $15,346 $15,407
======= =======

--------
(1) Net of unamortized discount.
(2) Net of unamortized discount and issue costs.
(3) These notes have been called for redemption on May 18, 2001.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for each of the periods shown is as
follows:

Year Ended December 31,
------------------------------------
2000 1999(a) 1998(a) 1997(a) 1996(a)
---- ------- ------- ------- -------

Historical ratio of earnings to fixed
charges................................. 1.5 1.4 9.7 10.3 12.5
Supplemental pro forma ratio of earnings
to fixed charges(b)..................... --
Supplemental pro forma as adjusted ratio
of earnings to fixed charges(b)......... --

--------
(a) The ratios for each of the years in the four year period ended December 31,
1999 include only the earnings and fixed charges of Sedco Forex, not those
of Transocean Offshore Inc.
(b) Supplemental pro forma earnings and supplemental pro forma as adjusted
earnings were insufficient to cover fixed charges by $130.5 million and
$141.3 million, respectively.

We have computed the ratios of earnings to fixed charges shown above by
dividing earnings available for fixed charges by fixed charges. For this
purpose, "earnings available for fixed charges" consist of pretax income (loss)
from continuing operations before extraordinary items plus fixed charges,
distributed earnings of unconsolidated joint ventures and amortization of
capitalized interest, less capitalized interest and undistributed equity in
earnings of joint ventures. "Fixed charges" consist of interest expense,
capitalized interest and an estimate of the interest within rental expense.

On January 31, 2001, we completed our merger transaction with R&B Falcon.
The merger was accounted for as a purchase, with our company as the acquiror
for accounting purposes. The historical ratios of earnings to fixed charges for
the year ended December 31, 2000 include only the earnings and fixed charges of
Transocean Sedco Forex. On December 31, 1999, we completed our merger with
Sedco Forex Holdings Limited, the former offshore contract drilling business of
Schlumberger Limited. The merger was accounted for as a purchase, with Sedco
Forex as the acquiror for accounting purposes. The historical ratios of
earnings to fixed charges for the four year period ended December 31, 1999
include only the earnings and fixed charges of Sedco Forex.

The supplemental pro forma ratio of earnings to fixed charges for the year
ended December 31, 2000 assumes that we completed the merger transaction with
R&B Falcon on January 1, 2000. This pro forma information does not necessarily
reflect what the ratio of earnings to fixed charges would have been if the
merger had been completed on that date nor does it necessarily reflect any
future ratio of earnings to fixed charges.

The supplemental pro forma as adjusted ratio of earnings to fixed charges
for the year ended December 31, 2000 reflects the supplemental pro forma ratio
shown above, as adjusted to reflect the issuance of the old notes and the
application of the net proceeds as described under "Private Placement" and
assumes the old notes were issued as of January 1, 2000.

TRANSOCEAN SEDCO FOREX INC.

We are a leading international provider of offshore contract drilling
services for oil and gas wells. On March 1, 2001, we owned, had partial
ownership interests in, operated or had under construction 166 mobile offshore
and barge drilling units. Our active fleet included 13 high-specification
drillships, three other drillships, 20 high-specification semisubmersibles
(including four under construction at that time, although one has since
commenced operating and another has since completed testing and commissioning),
30 other semisubmersibles, 55 jackup rigs, 37 drilling barges, five tenders and
three submersible rigs. In addition, the fleet included four mobile offshore
production units, two multi-purpose service vessels and three platform rigs. We
also have a fleet of land and barge drilling rigs in Venezuela consisting of 11
wholly owned and two partially owned land rigs and three lake barges.

Drilling Rig Types

We principally use four types of drilling rigs:

. drillships,

. semisubmersibles,

. jackups, and

. barge drilling rigs.

Also included in our fleet are mobile offshore production units, multi-
purpose service vessels, tenders, submersible rigs, platform drilling rigs and
land drilling rigs.

Most of our drilling equipment is suitable for both exploration and
development drilling, and we are normally engaged in both types of drilling
activity. Likewise, most of our drilling rigs are mobile and can be moved to
new locations in response to client demand, particularly the drillships,
semisubmersibles, jackups and tenders. All of our mobile offshore drilling
units are designed for operations away from port for extended periods of time
and most have living quarters for the crews, a helicopter landing deck and
storage space for pipe and drilling supplies.

As of March 1, 2001, our active marine fleet (excluding newbuilds under
construction) was located in the U.S. Gulf of Mexico (78 units), Mexico (1
unit), Canada (1 unit), Brazil (14 units), Trinidad (1 unit), the North Sea (20
units), the Mediterranean and Middle East (6 units), the Caspian Sea (1 unit),
Africa (22 units), India (2 units) and Asia and Australia (15 units).
Additionally, the drillship Joides Resolution is contracted for a worldwide
research program and as of such date was in Guam.

Drillships (16)

Drillships are generally self-propelled and designed to drill in the deepest
water in which offshore drilling rigs currently operate. Shaped like
conventional ships, they are the most mobile of the major rig types. Our
drillships are either dynamically positioned, which allows them to maintain
position without anchors through the use of their onboard propulsion and
station-keeping systems, or are operated in a moored configuration. Drillships
typically have greater load capacity than semisubmersible rigs. This enables
them to carry more supplies on board, which often makes them better suited for
drilling in remote locations where resupply is more difficult. However,
drillships are typically limited to calmer water conditions than those in which
semisubmersibles can operate. High-specification drillships are those that are
dynamically positioned and rated for drilling in water depths of at least 7,000
feet and are designed for ultra-deepwater exploration and development drilling
programs. Our three Discoverer Enterprise-class drillships are equipped for
dual-activity drilling, which is a well-construction technology developed by us
that allows for drilling tasks associated with a single well to be accomplished
in a parallel rather than sequential manner by utilizing two complete drilling
systems under a single derrick. The dual-activity well construction process is
designed to reduce critical path activity and improve efficiency in both
exploration and development drilling. Our Deepwater-class drillships are also
high-specification drillships and are designed with a high-pressure mud system.

The following table provides certain information regarding our drillship
fleet as of March 1, 2001:

Water Drilling
Year Depth Depth
Entered Capacity Capacity
Service/ (in (in Estimated
Type and Name Upgraded(a) feet) feet) Location Customer Expiration(g)
------------- ----------- -------- -------- --------- ------------ --------------

High-Specification Drillships(13)
Deepwater Discovery(b).. 2000 10,000 30,000 Nigeria Texaco December 2003
Deepwater
Expedition(b).......... 1999 10,000 30,000 Brazil Petrobras October 2005
Deepwater
Frontier(b)(d)......... 1999 10,000 30,000 Brazil Petrobras November 2001
Deepwater
Millennium(b).......... 1999 10,000 30,000 Brazil TotalFinaElf October 2004
Deepwater
Pathfinder(b)(c)....... 1998 10,000 30,000 U.S. Gulf Conoco January 2004
Discoverer Deep
Seas(b)................ 2001 10,000 35,000 U.S. Gulf Chevron December 2006
Discoverer
Enterprise(b).......... 1999 10,000 35,000 U.S. Gulf BP December 2004
Discoverer Spirit(b).... 2000 10,000 35,000 U.S. Gulf Unocal July 2005
Navis Explorer I(b)(e).. 2000 10,000 30,000 Brazil Petrobras June 2001
Deepwater Navigator(b).. 2000 7,800 25,000 Brazil Petrobras July 2003
Peregrine I(b).......... 1982/1996 7,200 25,000 Brazil Petrobras November 2001
Discoverer 534(b)....... 1975/1991 7,000 25,000 U.S. Gulf -- Idle
Discoverer Seven
Seas(b)................ 1976/1997 7,000 25,000 Brazil Petrobras March 2002

Other Drillships(3)
Joides
Resolution(b)(f)....... 1978 27,000 30,000 Worldwide Texas A&M September 2003
Peregrine III(b)........ 1976 4,200 20,000 Brazil Petrobras June 2003
Sagar Vijay(e).......... 1985 2,950 20,000 India ONGC May 2001

--------
(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) Dynamically positioned.
(c) Unit is leased by a limited liability company in which we own a 50 percent
interest.
(d) Unit is leased by a limited liability company in which we own a 60 percent
interest.
(e) Operated under a management contract with the rig's owner.
(f) The Joides Resolution is currently engaged in scientific geological coring
activities and is owned by a joint venture in which we have a 50 percent
interest. See Note 14 to our consolidated financial statements.
(g) Expiration dates represent our current estimate of the earliest date the
contract for each rig is likely to expire. Some contracts may permit the
client to extend the contract.

Semisubmersibles (50)

Semisubmersibles are floating vessels that can be submerged by means of a
water ballast system such that a substantial portion of the lower hull is
below the water surface during drilling operations. These rigs maintain their
position over the well through the use of an anchoring system or computer
controlled dynamic positioning thruster system. Some semisubmersible rigs are
self-propelled and move between locations under their own power when afloat on
their pontoons although most are relocated with the assistance of tugs.
Typically, semisubmersibles are better suited for operations in rough water
conditions than drillships. High-specification semisubmersibles are those that
were built or extensively upgraded since 1984 and have one or more of the
following characteristics: larger physical size than other semisubmersibles;
rated for drilling in water depths of over 4,000 feet; year-round harsh
environment capability; variable deck load capability of greater than 4,000
metric tons; dynamic positioning; and superior motion characteristics. Three
of our high-specification semisubmersibles are based on our proprietary Sedco
Express design (the Sedco Express, the Cajun Express and the Sedco Energy).

The following table provides certain information regarding our
semisubmersible fleet as of March 1, 2001:

Water Drilling
Year Depth Depth
Entered Capacity Capacity
Service/ (in (in Estimated
Type and Name Upgraded(a) feet) feet) Location Customer Expiration(k)
------------- ----------- -------- -------- -------------------- -------------- --------------

High-Specification
Semisubmersibles(20)
Deepwater Horizon(l).... Newbuild 10,000 30,000 Enroute to U.S. Gulf BP June 2004
Cajun Express(b)(c)..... Newbuild 8,500 35,000 U.S. Gulf Marathon December 2002
Deepwater Nautilus(m)... 2000 8,000 30,000 U.S. Gulf Shell June 2005
Sedco Energy(b)(d)...... Newbuild 7,500 25,000 Canary Islands Texaco January 2003
Sedco Express(b)(e)..... Newbuild 7,500 25,000 Canary Islands -- --
Transocean Marianas..... 1979/1998 7,000 25,000 U.S. Gulf Shell August 2003
Sedco 707(b)............ 1976/1997 6,500 25,000 Brazil Petrobras January 2002
Jack Bates.............. 1986/1997 6,000 30,000 U.K. North Sea BP April 2002
M. G. Hulme, Jr.(j)..... 1983/1996 5,000 25,000 Ghana Hunt March 2001
Equatorial Guinea ExxonMobil April 2001
Ghana Hunt May 2001
Sedco 709(b)............ 1977/1999 5,000 25,000 Nigeria Shell April 2002
Transocean Richardson... 1988 5,000 25,000 U.S. Gulf Kerr McGee July 2001
Charles A. Donabedian
(formerly Jim
Cunningham)............ 1982/1995 5,000 25,000 Angola TotalFinaElf March 2001
Angola ExxonMobil May 2001
Transocean Leader....... 1987/1997 4,500 25,000 U.K. North Sea BP March 2002
Transocean Rather....... 1988 4,500 25,000 U.S. Gulf BP February 2002
Sedco 710(b)............ 1983 4,000 25,000 Brazil Petrobras May 2001
Sovereign Explorer...... 1984 4,000 25,000 Ivory Coast Ranger Oil March 2001
U.K. North Sea Statoil July 2001
U.K. North Sea Amerada Hess October 2001
Henry Goodrich(f)....... 1985 2,000 30,000 Canada Terra Nova February 2002
Paul B. Loyd, Jr.(f).... 1990 2,000 25,000 U.K. North Sea BP October 2001
Transocean Arctic(g).... 1986 1,650 25,000 Norwegian N. Sea Statoil February 2002
Polar Pioneer........... 1985 1,500 25,000 Norwegian N. Sea Norsk Hydro February 2002
Other Semisubmersibles
(30)
Sedco 700............... 1973/1997 3,600 25,000 Equatorial Guinea Triton December 2001
Transocean Amirante..... 1978/1997 3,500 25,000 U.S. Gulf El Paso Energy June 2001
Transocean Legend....... 1983 3,500 25,000 Brazil -- Idle
C. Kirk Rhein, Jr....... 1976/1997 3,300 25,000 U.S. Gulf ATP March 2001
Omega(h)................ 1983 3,000 25,000 South Africa Pioneer June 2001
Transocean Driller...... 1991 3,000 25,000 Brazil Petrobras July 2001
Falcon 100.............. 1974/1999 2,400 25,000 U.S. Gulf Chevron May 2001
Transocean 96........... 1975/1997 2,300 25,000 U.S. Gulf McMoran June 2001
Sedco 711............... 1982 1,800 25,000 Ireland Enterprise September 2001
Transocean John Shaw.... 1982 1,800 25,000 U.K. North Sea Brovig March 2001
U.K. North Sea TotalFinaElf November 2001

Sedco 714............... 1983/1997 1,600 25,000 U.K. North Sea PanCanadian April 2001
U.K. North Sea BP October 2001
Sedco 712............... 1983 1,600 25,000 U.K. North Sea Shell December 2001
Actinia................. 1982 1,500 25,000 Spain Repsol June 2001
J. W. McLean............ 1974/1996 1,500 25,000 U.K. North Sea Ranger August 2001
Pride North Atlantic
(formerly Drill
Star)(i)............... 1982 1,500 25,000 U.K. North Sea Conoco August 2001
Sedco 600............... 1983/1994 1,500 25,000 Singapore -- Idle
Sedco 601............... 1983 1,500 25,000 Indonesia Unocal May 2001
Sedco 602............... 1983 1,500 25,000 Korea -- Idle
Sedco 702............... 1973/1992 1,500 25,000 Australia BHP April 2001
Sedco 703............... 1973/1995 1,500 25,000 Australia Alberta March 2001
Sedco 708............... 1976 1,500 25,000 Angola Chevron May 2001
Sedneth 701............. 1972/1993 1,500 25,000 Angola Chevron December 2001
Transocean Prospect(g).. 1983/1992 1,500 25,000 Norwegian N. Sea Statoil May 2002
Transocean Searcher(g).. 1983/1988 1,500 25,000 Norwegian N. Sea Statoil August 2002
Transocean Winner(g).... 1983 1,500 25,000 Norwegian N. Sea Statoil October 2001
Transocean Wildcat(g)... 1977/1985 1,300 25,000 Norwegian N. Sea Statoil November 2001
Transocean Explorer..... 1976 1,250 25,000 U.K. North Sea -- Idle
Sedco 704............... 1974/1993 1,000 25,000 U.K. North Sea Texaco September 2002
Sedco 706............... 1976/1994 1,000 25,000 U.K. North Sea TotalFinaElf June 2001
Sedco I--Orca(h)........ 1970/1987 900 25,000 South Africa Soekor May 2001

--------
(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) Dynamically positioned.
(c) The Cajun Express commenced operations in April 2001. The contract term was
recently reduced from 36 months to 18 months.
(d) The Sedco Energy is expected to be operational in the second quarter of
2001. Because delivery of the rig has been delayed beyond November 13,
1999, the contract provides for a reduction in its term at the option of
the client equivalent to the period of delayed delivery.
(e) The Sedco Express completed testing and commissioning in April 2001. A unit
of TotalFinaElf terminated a three-year contract for the Sedco Express in
Angola because the rig was not delivered by December 28, 2000.
(f) Owned by Arcade Drilling as, a Norwegian company in which we have a 99.3
percent interest.
(g) Participating in a cooperation agreement with Statoil.
(h) Operated under a management contract with the rig's owner.
(i) Operated under a bareboat charter with the rig's owner, Pride North
Atlantic Ltd.
(j) The M. G. Hulme, Jr. is accounted for as an operating lease as a result of
a sale/leaseback transaction in November 1995.
(k) Expiration dates represent our current estimate of the earliest date the
contract for each rig is likely to expire. Some rigs have two contracts in
continuation, so the second line shows the estimated earliest availability.
Some contracts may permit the client to extend the contract.
(l) The Deepwater Horizon is expected to be operational in the third quarter of
2001 and commence a three-year contract with a unit of BP.
(m) The rig is leased from its owner, an unrelated third party, pursuant to a
fully defeased lease arrangement.

Jackup Rigs (55)

Jackup rigs are mobile self-elevating drilling platforms equipped with legs
that can be lowered to the ocean floor until a foundation is established to
support the drilling platform. Once a foundation is established, the drilling
platform is then jacked further up the legs so that the platform is above the
highest expected waves. These rigs are generally suited for water depths of 300
feet or less.

The following table provides certain information regarding our jackup rig
fleet as of March 1, 2001:

Water Drilling
Year Depth Depth
Entered Capacity Capacity
Service/ (in (in
Type and Name Upgraded(a) feet) feet) Location Status
------------- ----------- -------- -------- ----------------- ---------

Trident IX(b)........ 1982 400 21,000 Singapore Idle
Trident 17........... 1983 355 25,000 Indonesia Operating
C. E. Thornton....... 1974 300 25,000 U.S. Gulf Operating
D. R. Stewart........ 1980 300 25,000 Italy Operating
F. G. McClintock..... 1975 300 25,000 U.S. Gulf Operating
George H. Galloway... 1985 300 25,000 U.S. Gulf Operating
Harvey H. Ward....... 1981 300 25,000 Malaysia Operating
J. T. Angel.......... 1982 300 25,000 UAE Idle
Randolph Yost........ 1979 300 25,000 Equatorial Guinea Operating
Roger W. Mowell...... 1982 300 25,000 Vietnam Operating
Ron Tappmeyer........ 1978 300 25,000 Australia Operating
Shelf Explorer....... 1982 300 25,000 Danish No. Sea Operating
Transocean III....... 1978/1993 300 20,000 UAE Idle
Transocean Nordic.... 1984 300 25,000 U.K. North Sea Operating
Trident 15........... 1982 300 25,000 Thailand Operating
Trident 16(b)........ 1982 300 25,000 Malaysia Operating
Trident 20(c)........ 2000 300 25,000 Caspian Sea Operating
Trident II........... 1977/1985 300 25,000 India Operating
Trident IV........... 1980/1999 300 25,000 Angola Operating
Trident VI........... 1981 300 21,000 Cameroon Idle
Trident VIII......... 1981 300 21,000 Nigeria Operating
Trident XII.......... 1982/1992 300 25,000 Brunei Operating
Trident XIV.......... 1982/1994 300 20,000 Angola Operating
Transocean Comet..... 1980 250 20,000 Egypt Operating
Transocean Mercury... 1969/1998 250 20,000 Egypt Operating
RBF 192.............. 1981 250 25,000 U.S. Gulf Idle
RBF 250.............. 1974 250 25,000 U.S. Gulf Operating
RBF 251.............. 1978 250 25,000 U.S. Gulf Operating
RBF 252.............. 1978 250 25,000 U.S. Gulf Operating
RBF 253.............. 1982 250 25,000 U.S. Gulf Operating
RBF 254.............. 1976 250 25,000 U.S. Gulf Operating
RBF 255.............. 1976 250 25,000 Mexico Operating
RBF 256.............. 1975 250 25,000 U.S. Gulf Idle
RBF 190.............. 1978 200 25,000 U.S. Gulf Idle
RBF 200.............. 1979 200 25,000 U.S. Gulf Operating
RBF 201.............. 1981 200 25,000 U.S. Gulf Operating
RBF 202.............. 1982 200 25,000 U.S. Gulf Operating
RBF 203.............. 1981 200 25,000 U.S. Gulf Operating
RBF 204.............. 1981 200 25,000 U.S. Gulf Operating
RBF 205.............. 1979 200 25,000 U.S. Gulf Operating
RBF 206.............. 1980 200 25,000 U.S. Gulf Operating

Water Drilling
Year Depth Depth
Entered Capacity Capacity
Service/ (in (in
Type and Name Upgraded(a) feet) feet) Location Status
------------- ----------- -------- -------- --------- ---------

RBF 207....................... 1981 200 25,000 U.S. Gulf Operating
RBF 208....................... 1980 200 20,000 Brazil Operating
RBF 209....................... 1980 200 25,000 Brazil Operating
RBF 185....................... 1982 190 25,000 U.S. Gulf Idle
RBF 191....................... 1978 184 25,000 U.S. Gulf Operating
RBF 150....................... 1979 150 20,000 U.S. Gulf Operating
RBF 151....................... 1981 150 25,000 U.S. Gulf Idle
RBF 152....................... 1980 150 25,000 U.S. Gulf Operating
RBF 153....................... 1980 150 25,000 U.S. Gulf Operating
RBF 154....................... 1979 150 20,000 U.S. Gulf Idle
RBF 155....................... 1980 150 20,000 U.S. Gulf Operating
RBF 156....................... 1983 150 25,000 U.S. Gulf Operating
RBF 110....................... 1982 110 25,000 Trinidad Operating
RBF 100....................... 1982 100 25,000 U.S. Gulf Idle

--------
(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) Owned by an unrelated third party and leased by us as a part of a secured
rig financing.
(c) Owned by a joint venture in which we have a 75 percent interest.

Barge Drilling Rigs (37)

Our barge drilling fleet consists of conventional and posted barge rigs and
swamp barges. Our conventional and posted barge drilling rigs are mobile
drilling platforms that are submersible and are built to work in eight to 20
feet of water. A posted barge is identical to a conventional barge except that
the hull and superstructure are separated by 10 to 14 foot columns, which
increases the water depth capabilities of the rig. Swamp barges are usually
not self-propelled, but can be moored alongside a platform, and contain
quarters, mud pits, mud pumps, power generation and other equipment. Swamp
barges are generally suited for water depths of 25 feet or less.

The following table provides certain information regarding our barge
drilling rig fleet as of March 1, 2001:

Years Drilling
Entered Capacity
Service/ (in
Rig Upgraded(a) feet) Location Status
--- ----------- -------- --------- ---------

Conventional Barges(14)
1.................................... 1980 20,000 U.S. Gulf Operating
11................................... 1982 30,000 U.S. Gulf Operating
15................................... 1981 25,000 U.S. Gulf Operating
19................................... 1996 14,000 U.S. Gulf Operating
20................................... 1998 14,000 U.S. Gulf Operating
21................................... 1982 15,000 U.S. Gulf Idle
23................................... 1995 14,000 U.S. Gulf Operating
28................................... 1979 30,000 U.S. Gulf Operating
29................................... 1980 30,000 U.S. Gulf Operating
30................................... 1981 30,000 U.S. Gulf Operating
31................................... 1981 30,000 U.S. Gulf Operating
32................................... 1982 30,000 U.S. Gulf Operating
74(b)................................ 1981 25,000 U.S. Gulf Idle
75(b)................................ 1979 30,000 U.S. Gulf Idle

Years Drilling
Entered Capacity
Service/ (in
Rig Upgraded(a) feet) Location Status
--- ----------- -------- --------- ---------

Posted Barges(19)
7.................................... 1978 25,000 U.S. Gulf Idle
9.................................... 1981 25,000 U.S. Gulf Operating
10................................... 1981 25,000 U.S. Gulf Operating
17................................... 1981 30,000 U.S. Gulf Operating
27................................... 1978 30,000 U.S. Gulf Operating
41................................... 1981 30,000 U.S. Gulf Operating
46................................... 1981 30,000 U.S. Gulf Operating
47................................... 1982 30,000 U.S. Gulf Idle
48................................... 1982 30,000 U.S. Gulf Operating
49................................... 1980 30,000 U.S. Gulf Operating
52................................... 1981 25,000 U.S. Gulf Idle
54................................... 1970 30,000 U.S. Gulf Idle
55................................... 1981 30,000 U.S. Gulf Idle
56................................... 1973 25,000 U.S. Gulf Idle
57................................... 1975 25,000 U.S. Gulf Operating
61................................... 1978 30,000 U.S. Gulf Idle
62................................... 1978 30,000 U.S. Gulf Operating
63................................... 1978 30,000 U.S. Gulf Operating
64................................... 1979 30,000 U.S. Gulf Operating
Swamp Barges(4)
Searex 4............................. 1981/1989 25,000 Nigeria Idle
Searex 6............................. 1981/1991 25,000 Nigeria Idle
Searex 12............................ 1982/1992 25,000 Nigeria Operating
Hibiscus(c).......................... 1979/1993 16,000 Indonesia dle

--------
(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) These rigs are leased to us.
(c) Owned by a joint venture owned more than 50 percent by us.

Other Rigs

In addition to the drillships, semisubmersibles, jackups and barge drilling
rigs, we also own or operate several other types of rigs. These rigs include
four mobile offshore production units, which are mobile offshore drilling units
that have been converted from drilling operations to a production application,
two multi-purpose service vessels, five tenders, three submersible rigs and
three platform drilling rigs. We also have a fleet of land and barge drilling
rigs in Venezuela consisting of 11 wholly owned and two partially owned land
rigs and three lake barges. See "Summary--Recent Developments."

Fleet Additions and Upgrades

The Discoverer Spirit, one of three Discoverer Enterprise-class drillships,
commenced operations for Spirit Energy 76, a division of Unocal, in the U.S.
Gulf of Mexico under a five-year contract in September 2000. The rig is
equipped with sufficient riser to drill in 10,000 feet of water. The Discoverer
Deep Seas commenced operations for Chevron in the U.S. Gulf of Mexico under a
five-year contract in January 2001. The Discoverer Deep Seas is initially
equipped with sufficient riser to drilling 8,000 feet of water, but is capable
of drilling in water depths of up to 10,000 feet with additional riser. The
Discoverer Enterprise, the first rig of the series, commenced operations for a
unit of BP in the U.S. Gulf of Mexico under a five-year contract in December
1999.

The Cajun Express, a high-specification semisubmersible, commenced an 18-
month contract with Marathon in the U.S. Gulf of Mexico in April 2001 and is
equipped for operations in water depths of up to 8,500 feet. The Sedco Express
recently completed testing and commissioning and is outfitted for operations in
water depths of up to 6,000 feet, although the rig's design allows operations
in up to 8,500 feet of water with additional riser. A unit of TotalFinaElf
terminated a three-year contract for the Sedco Express in Angola because the
rig's delivery was delayed beyond December 28, 2000.

We have two high-specification semisubmersibles that are currently
undergoing testing and commissioning. The Sedco Energy is equipped for
operations in water depths of up to 7,500 feet, and 8,500 feet with additional
riser, and is scheduled to commence a contract with Texaco in Brazil in the
second quarter of 2001. The contract had an original term of five years;
however, Texaco has the right to reduce the contract term equivalent to the
period of delayed delivery beyond November 13, 1999. The Deepwater Horizon is
scheduled to commence a three-year contract with a unit of BP in the U.S. Gulf
of Mexico in the third quarter of 2001. We expect to spend $48 million and $164
million in 2001 to complete construction of the Sedco Energy and Deepwater
Horizon, respectively.

The Trident 20 jackup commenced a three-year contract with a unit of
TotalFinaElf and other parties to a rig sharing agreement in the Caspian Sea in
October 2000.

Markets

Rigs can be moved from one region to another, but the cost of moving a rig
and the availability of rig-moving vessels may cause the supply and demand
balance to vary somewhat between regions. However, significant variations
between regions do not tend to exist long-term because of rig mobility.

In recent years, there has been increased emphasis by oil companies on
exploring for hydrocarbons in deeper waters. This is, in part, because of
technological developments that have made such exploration more feasible and
cost-effective. The deepwater and mid-depth market segments are serviced by our
semisubmersibles and drillships. The deepwater market segment begins in water
depths of about 2,000 feet and extends to the maximum water depths in which
rigs are currently capable of drilling, being approximately 10,000 feet. The
mid-depth market segment begins in water depths of about 300 feet and extends
to water depths of about 2,000 feet.

The shallow water market segment is serviced by our jackups, submersibles
and drilling tenders. This market segment begins at the outer limit of the
transition zone and extends to water depths of about 300 feet. It has been
developed to a significantly greater degree than the deepwater market segment,
as technology required to explore for and produce hydrocarbons in these water
depths is not as demanding as in the deepwater market segment, and accordingly
the costs are lower.

Our barge rig fleet operates in marshes, rivers, lakes and shallow bay and
coastal water areas that are referred to as the "transition zone." Our
principal barge market is the shallow water areas of the U.S. Gulf of Mexico.
This area historically has been the world's largest market for barge rigs.
International markets for our barge rigs include Venezuela, West Africa and
Southeast Asia.

We also previously conducted turnkey drilling operations but have recently
phased out our turnkey business. See "Summary--Recent Developments."

Through our Cliffs Drilling subsidiary, we conduct land rig operations in
Venezuela but have decided to sell this business. See "Summary--Recent
Developments."

Management Services

We use our engineering and operating expertise to provide management of
third party drilling service activities. These services are provided through
service teams generally consisting of our personnel and third-

party subcontractors, with our company frequently serving as lead contractor.
The work generally consists of individual contractual agreements to meet
specific client needs and may be provided on either a dayrate or fixed price
basis. As of March 1, 2001, we performed such services in the North Sea.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the sale of the old notes, we entered into an exchange
and registration rights agreement with the initial purchasers of the old notes.
In that agreement, we agreed to file a registration statement relating to an
offer to exchange each series of old notes for new notes of the same series. We
also agreed to use our reasonable best efforts to complete the exchange offer
for old notes within 45 days after the date of this prospectus. We are offering
the new notes of each series under this prospectus in separate, independent
exchange offers for the old notes of the same series to satisfy our obligations
under the exchange and registration rights agreement. We refer to our offers to
exchange the new notes of each series for the old notes of the same series as
the "exchange offer."

Resale of New Notes

Based on interpretations of the SEC staff in no action letters issued to
third parties, we believe that each new note issued in the exchange offer may
be offered for resale, resold and otherwise transferred by you without
compliance with the registration and prospectus delivery provisions of the
Securities Act if:

. you are not our affiliate within the meaning of Rule 405 under the
Securities Act,

. you acquire the new notes in the ordinary course of your business, and

. you do not intend to participate in the distribution of new notes.

If you tender your old notes in the exchange offer with the intention of
participating in any manner in a distribution of the new notes, you:

. cannot rely on these interpretations by the SEC staff, and

. must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale transaction
of the new notes.

Unless an exemption from registration is otherwise available, the resale by
any security holder intending to distribute new notes should be covered by an
effective registration statement under the Securities Act containing the
selling security holder's information required by Item 507 or Item 508, as
applicable, of Regulation S-K under the Securities Act. This prospectus may be
used for an offer to resell, resale or other retransfer of new notes only as
specifically described in this prospectus. Broker-dealers may participate in
the exchange offer only if they acquired old notes as a result of market-making
activities or other trading activities. Each broker-dealer that receives new
notes for its own account in exchange for old notes, where that broker-dealer
acquired the old notes as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of the new notes. Please read "Plan of Distribution" for more
details regarding the transfer of new notes.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept for exchange any old notes of
a series properly tendered and not withdrawn before the expiration date of the
exchange offer for notes of that series. We will issue $1,000 principal amount
of new notes of a series in exchange for each $1,000 principal amount of old
notes of that same series surrendered under the applicable exchange offer. Old
notes may be tendered only in integral multiples of $1,000.

No exchange offer for notes of a series is conditioned on any minimum
aggregate principal amount of old notes being tendered for exchange or on the
completion of any other exchange offer.

As of the date of this prospectus, $700 million principal amount of 6.625%
Notes due 2011 and $600 million principal amount of 7.500% Notes due 2031 are
outstanding. This prospectus and the letter of transmittal are being sent to
all registered holders of old notes. There will be no fixed record date for
determining registered holders of old notes entitled to participate in the
exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of
the exchange and registration rights agreement, the applicable requirements of
the Securities Act and the Exchange Act and the rules and regulations of the
SEC. Old notes that are not tendered for exchange in the exchange offer:

. will remain outstanding,

. will continue to accrue interest, and

. will be entitled to the rights and benefits that holders have under the
indenture relating to the notes and the exchange and registration
rights agreement.

We will be deemed to have accepted for exchange properly tendered old notes
when we have given oral or written notice of the acceptance to the exchange
agent and complied with the applicable provisions of the exchange and
registration rights agreement. The exchange agent will act as agent for the
tendering holders for the purposes of receiving the new notes from us.

If you tender old notes in the exchange offer, you will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of old notes. We
will pay all charges and expenses, other than certain applicable taxes
described below, in connection with the exchange offer. It is important that
you read "--Fees and Expenses" for more details about fees and expenses
incurred in the exchange offer.

We will return any old notes that we do not accept for exchange for any
reason described in the terms and conditions of the exchange offer without
expense to the tendering holder as promptly as practicable after the expiration
or termination of the applicable exchange offer.

Expiration Date

The exchange offer for each series will expire at 5:00 p.m., New York City
time, on June 15, 2001, unless in our sole discretion we extend it.

Extensions, Delay in Acceptance, Termination or Amendment

We expressly reserve the right, at any time or at various times, to extend
the period of time during which an exchange offer for notes of a series is
open. We may extend that period for each series independently. We may delay
acceptance for exchange of any old notes of a series by giving oral or written
notice of the extension to their holders. During any of these extensions, all
old notes of that series you have previously tendered will remain subject to
the exchange offer for that series, and we may accept them for exchange.

To extend an exchange offer, we will notify the exchange agent orally or in
writing of any extension. We also will make a public announcement of the
extension no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

If any of the conditions described below under "--Conditions to the Exchange
Offer" have not been satisfied with respect to an exchange offer for notes of a
series, we reserve the right, in our sole discretion:

. to delay accepting for exchange any old notes of that series,

. to extend that exchange offer, or

. to terminate that exchange offer.

We will give oral or written notice of a delay, extension or termination to
the exchange agent. Subject to the terms of the exchange and registration
rights agreement, we also reserve the right to amend the terms of that exchange
offer in any manner.

Any of these delays in acceptance, extension, termination or amendment will
be followed as promptly as practicable by oral or written notice thereof to the
registered holders of old notes of the series affected. If we amend the
exchange offer in a manner that we determine to constitute a material change,
we will promptly disclose that amendment by means of a prospectus supplement.
We will distribute the supplement to the registered holders of the old notes of
the series affected. Depending upon the significance of the amendment and the
manner of disclosure to the registered holders, we may extend the exchange
offer if the exchange offer would otherwise expire during that period.

Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment
of the exchange offer, we have no obligation to publish, advertise or otherwise
communicate any of these public announcements, other than by making a timely
release to an appropriate news agency.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any new notes of a series for any old notes of
that series, and we may terminate the exchange offer for that series as
provided in this prospectus before accepting any old notes of that series for
exchange, if in our reasonable judgment:

. the exchange offer for that series, or the making of any exchange by a
holder of old notes of that series, would violate applicable law or any
applicable interpretation of the staff of the SEC, or

. any action or proceeding has been instituted or threatened in any court
or by or before any governmental agency with respect to the exchange
offer for that series that, in our judgment, would reasonably be
expected to impair our ability to proceed with that exchange offer.

In addition, we will not be obligated to accept for exchange the old notes
of any holder that has not made to us:

. the representations described under "--Procedures for Tendering" and
"Plan of Distribution," and

. any other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to make available
to us an appropriate form for registering the new notes under the
Securities Act.

We expressly reserve the right to amend or terminate each exchange offer,
and to reject for exchange any old notes not previously accepted for exchange
in that exchange offer, upon the occurrence of any of the conditions to the
exchange offer specified above. We will give oral or written notice of any
extension, amendment, non-acceptance or termination to the holders of the old
notes of the series affected as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole
discretion. Our failure at any time to exercise any of these rights will not
mean that we have waived our rights. Each right will be deemed an ongoing right
that we may assert at any time or at various times.

In addition, we will not accept for exchange any old notes tendered, and
will not issue new notes in exchange for any old notes, if at that time any
stop order has been threatened or is in effect with respect to the registration
statement of which this prospectus constitutes a part or the qualification of
the indenture relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering

How to Tender Generally

Only a holder of old notes may tender those old notes in the exchange offer.
To tender in the exchange offer, a holder must either:

. comply with the procedures for physical tender, or

. comply with the automated tender offer program procedures of The
Depository Trust Company, or "DTC," described below.

To complete a physical tender, a holder must:

. complete, sign and date the letter of transmittal or a facsimile of the
letter of transmittal,

. have the signature on the letter of transmittal guaranteed if the
letter of transmittal so requires,

. mail or deliver the letter of transmittal or facsimile to the exchange
agent before the expiration date, and

. deliver the old notes to the exchange agent before the expiration date
or comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address provided above under "Summary--The Exchange Agent" before the
expiration date.

To complete a tender through DTC's automated tender offer program, the
exchange agent must receive, before the expiration date, a timely confirmation
of book-entry transfer of the old notes into the exchange agent's account at
DTC according to the procedure for book-entry transfer described below or a
properly transmitted agent's message.

The tender by a holder that is not withdrawn before the expiration date and
our acceptance of that tender will constitute an agreement between the holder
and us in accordance with the terms and subject to the conditions described in
this prospectus and in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal and all other
required documents to the exchange agent is at your election and risk. Rather
than mail these items, we recommend that you use an overnight or hand delivery
service. In all cases, you should allow sufficient time to assure delivery to
the exchange agent before the expiration date. You should not send the letter
of transmittal or old notes to us. You may request your broker, dealer,
commercial bank, trust company or other nominee to effect the above
transactions for you.

How to Tender if You are a Beneficial Owner

If you beneficially own old notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender those notes, you should contact the registered holder as soon as
possible and instruct the registered holder to tender on your behalf. If you
are a beneficial owner and wish to tender on your own behalf, you must, before
completing and executing the letter of transmittal and delivering your old
notes, either:

. make appropriate arrangements to register ownership of the old notes in
your name, or

. obtain a properly completed bond power from the registered holder of
your old notes.

The transfer of registered ownership may take considerable time and may not
be completed before the expiration date.

Signatures and Signature Guarantees

You must have signatures on a letter of transmittal or a notice of
withdrawal described below under "--Withdrawal of Tenders" guaranteed by an
eligible institution unless the old notes are tendered:

. by a registered holder who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the letter
of transmittal, or

. for the account of an eligible institution.

An eligible institution is a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the
United States, or an eligible guarantor institution within the meaning of Rule
17Ad-15 under the Exchange Act, that is a member of one of the recognized
signature guarantee programs identified in the letter of transmittal.

When Endorsements or Bond Powers are Needed

If a person other than the registered holder of any old notes signs the
letter of transmittal, the old notes must be endorsed or accompanied by a
properly completed bond power. The registered holder must sign the bond power
as the registered holder's name appears on the old notes. An eligible
institution must guarantee that signature.

If the letter of transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, or officers
of corporations or others acting in a fiduciary or representative capacity,
those persons should so indicate when signing. Unless we waive this
requirement, they also must submit evidence satisfactory to us of their
authority to deliver the letter of transmittal.

Tendering Through DTC's Automated Tender Offer Program

The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Accordingly, participants in the program may, instead of
physically completing and signing the letter of transmittal and delivering it
to the exchange agent, transmit their acceptance of the exchange offer
electronically. They may do so by causing DTC to transfer the old notes to the
exchange agent in accordance with its procedures for transfer. DTC will then
send an agent's message to the exchange agent.

An agent's message is a message transmitted by DTC to and received by the
exchange agent and forming part of the book-entry confirmation, stating that:

. DTC has received an express acknowledgment from a participant in DTC's
automated tender offer program that is tendering old notes that are the
subject of the book-entry confirmation,

. the participant has received and agrees to be bound by the terms of the
letter of transmittal or, in the case of an agent's message relating to
guaranteed delivery, the participant has received and agrees to be
bound by the applicable notice of guaranteed delivery, and

. we may enforce the agreement against such participant.

Determinations Under the Exchange Offer

We will determine in our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered old notes and
withdrawal of tendered old notes. Our determination will be final and binding.
We reserve the absolute right to reject any old notes not properly tendered or
any old notes our acceptance of which, in the opinion of our counsel, might be
unlawful. We also reserve the right to waive any defects, irregularities or
conditions of the exchange offer as to particular old notes. Our interpretation
of the terms and conditions of the exchange offer, including the instructions
in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of
old notes must be cured within a period of time as we determine. Neither we,
the exchange agent nor any other person will be under any duty to give
notification of defects or irregularities with respect to tenders of old notes,
nor will we or those persons incur any liability for failure to give
notification. Tenders of old notes will not be deemed made until defects or
irregularities have been cured or waived. Any old notes received by the
exchange agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned to the tendering
holder, unless otherwise provided in the letter of transmittal, as soon as
practicable following the expiration date.

When We Will Issue New Notes

In all cases, we will issue new notes for old notes that we have accepted
for exchange in the exchange offer only after the exchange agent timely
receives:

. old notes or a timely book-entry confirmation of transfer of the old
notes into the exchange agent's account at DTC, and

. a properly completed and duly executed letter of transmittal and all
other required documents or a properly transmitted agent's message.

Return of Old Notes Not Accepted or Exchanged

If we do not accept any tendered old notes for exchange for any reason
described in the terms and conditions of the exchange offer or if old notes are
submitted for a greater principal amount than the holder desires to exchange,
we will return the unaccepted or unexchanged old notes without expense to their
tendering holder. In the case of old notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described
below, the unexchanged old notes will be credited to an account maintained with
DTC. These actions will occur as promptly as practicable after the expiration
or termination of the exchange offer.

Your Representations to Us

By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:

. any new notes you receive will be acquired in the ordinary course of
your business,

. you have no arrangement or understanding with any person to participate
in the distribution of the old notes or the new notes within the
meaning of the Securities Act,

. you are not our affiliate, as defined in Rule 405 under the Securities
Act or, if you are our affiliate, you will comply with the applicable
registration and prospectus delivery requirements of the Securities
Act,

. if you are not a broker-dealer, you are not engaged in and do not
intend to engage in the distribution of the new notes, and

. if you are a broker-dealer that will receive new notes for your own
account in exchange for old notes that you acquired as a result of
market-making activities or other trading activities, you will deliver
a prospectus in connection with any resale of the new notes.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect
to the old notes at DTC for purposes of the exchange offer promptly after the
date of this prospectus. Any financial institution participating in DTC's
system may make book-entry delivery of old notes by causing DTC to transfer the
old notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. If you are unable to deliver confirmation of the book-
entry tender of your old notes into the exchange agent's account at DTC or all
other documents required by the letter of transmittal to the exchange agent on
or before the expiration date, you must tender your old notes according to the
guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your old notes but they are not immediately available
or if you cannot deliver your old notes, the letter of transmittal or any other
required documents to the exchange agent or comply with the applicable
procedures under DTC's automated tender offer program before the expiration
date, you may tender if:

. the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an eligible guarantor
institution,

. before the expiration date, the exchange agent receives from the member
firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., commercial bank or trust
company having an office or correspondent in the United States, or
eligible guarantor institution either a properly completed and duly
executed notice of guaranteed delivery by facsimile transmission, mail
or hand delivery or a properly transmitted agent's message and notice
of guaranteed delivery:

. stating your name and address, the registered number(s) of your old
notes and the principal amount of old notes tendered,

. stating that the tender is being made by the message and notice, and

. guaranteeing that, within three New York Stock Exchange trading days
after the expiration date, the letter of transmittal or facsimile of
the letter of transmittal or agent's message in lieu of the letter
of transmittal, together with the old notes or a book-entry
confirmation, and any other documents required by the letter of
transmittal will be deposited by the eligible guarantor institution
with the exchange agent, and

. the exchange agent receives the properly completed and executed letter
of transmittal or facsimile or agent's message, as well as all tendered
old notes in proper form for transfer or a book-entry confirmation, and
all other documents required by the letter of transmittal, within three
New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, the exchange agent will send a notice of
guaranteed delivery to you if you wish to tender your old notes according to
the guaranteed delivery procedures described above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your
tender at any time before 5:00 p.m., New York City time, on the expiration
date.

For a withdrawal to be effective:

. the exchange agent must receive a written notice of withdrawal at one
of the addresses listed above under "Summary--The Exchange Agent," or

. the withdrawing holder must comply with the appropriate procedures of
DTC's automated tender offer program.

Any notice of withdrawal must:

. specify the name of the person who tendered the old notes to be
withdrawn,

. identify the old notes to be withdrawn, including the registration
number or numbers and the principal amount of the old notes,

. be signed by the person who tendered the old notes in the same manner
as the original signature on the letter of transmittal used to deposit
those old notes or be accompanied by documents of transfer sufficient
to permit the trustee to register the transfer into the name of the
person withdrawing the tender, and

. specify the name in which the old notes are to be registered, if
different from that of the person who tendered the old notes.

If old notes have been tendered under the procedure for book-entry transfer
described above, any notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawn old notes and otherwise
comply with the procedures of DTC.

We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination will be final
and binding on all parties. We will deem any old notes so withdrawn not to have
been validly tendered for exchange for purposes of the exchange offer.

Any old notes that have been tendered for exchange but that are not
exchanged for any reason described in the terms and conditions of the exchange
offer will be returned to their holder without cost to the holder or, in the
case of old notes tendered by book-entry transfer into the exchange agent's
account at DTC according to the procedures described above, the old notes will
be credited to an account maintained with DTC for the old notes. This return or
crediting will take place as soon as practicable after withdrawal, rejection of
tender or termination of the exchange offer. You may retender properly
withdrawn old notes by following one of the procedures described under "--
Procedures for Tendering" above at any time on or before 5:00 p.m., New York
City time, on the expiration date.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitation by
facsimile, email, telephone or in person by our officers and regular employees
and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of
transmittal and related documents to the beneficial owners of the old notes and
in handling or forwarding tenders for exchange.

We will pay the cash expenses to be incurred in connection with the exchange
offer. They include:

. SEC registration fees for the new notes,

. fees and expenses of the exchange agent and trustee,

. accounting and legal fees,

. printing costs, and

. related fees and expenses.

Transfer Taxes

If you tender your old notes for exchange, you will not be required to pay
any transfer taxes. We will pay all transfer taxes, if any, applicable to the
exchange of old notes in the exchange offer. The tendering holder will,
however, be required to pay any transfer taxes, whether imposed on the
registered holder or any other person, if:

. certificates representing new notes or old notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to
be issued in the name of, any person other than the registered holder
of old notes tendered,

. tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal, or

. a transfer tax is imposed for any reason other than the exchange of old
notes for new notes in the exchange offer.

If satisfactory evidence of payment of any transfer taxes payable by a
tendering holder is not submitted with the letter of transmittal, the amount of
the transfer taxes will be billed directly to that tendering holder. The
exchange agent will retain possession of new notes with a face amount equal to
the amount of the transfer taxes due until it receives payment of the taxes.

Consequences of Failure to Exchange

If you do not exchange your old notes for new notes in the exchange offer,
you will remain subject to the existing restrictions on transfer of the old
notes. In general, you may not offer or sell the old notes unless either they
are registered under the Securities Act or the offer or sale is exempt from or
not subject to registration under the Securities Act and applicable state
securities laws. Except as required by the exchange and registration rights
agreement, we do not intend to register resales of the old notes under the
Securities Act.

The tender of old notes of a series in the exchange offer will reduce the
outstanding principal amount of the old notes of that series. Due to the
corresponding reduction in liquidity, this may have an adverse effect upon, and
increase the volatility of, the market price of any old notes of that series
that you continue to hold. The market for secondary resales of old notes that
are not exchanged is likely to be minimal.

Accounting Treatment

We will amortize our expenses of each exchange offer over the term of the
new notes of the applicable series under accounting principles generally
accepted in the United States.

Other

Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your decision on what action to take. We have no present
plan to acquire any old notes that are not tendered in the exchange offer or to
file a registration

statement to permit resales of any untendered old notes, except as required by
the exchange and registration rights agreement. However, in the future, we may
seek to acquire untendered old notes in open market or privately negotiated
transactions, through subsequent exchange offers or otherwise.

DESCRIPTION OF THE NOTES

We will issue the new notes, and we issued the old notes, under an indenture
dated April 15, 1997 with Chase Bank of Texas, N.A. (now known as The Chase
Manhattan Bank), as trustee, as supplemented. The indenture is a contract
between us and the trustee. We sometimes refer to the old notes and the new
notes in this prospectus collectively as the "notes." We sometimes refer to the
6.625% Notes due 2011 as the "6.625% notes" and to the 7.500% Notes due 2031 as
the "7.500% notes." We have summarized selected provisions of the notes and the
indenture below. In the summary, "we" or "our" means Transocean Sedco Forex
Inc. only, unless we state otherwise or the context indicates otherwise. The
summary is not complete. For a complete description, you should refer to the
indenture and the terms of the notes, which we have filed or will file with the
SEC. Please read "Where You Can Find More Information."

The old notes of each series and the new notes of the same series will
constitute a single series of debt securities under the indenture. If the
exchange offer is consummated, holders of old notes who do not exchange their
old notes of a series for new notes of the same series will vote together with
holders of the new notes of that series for all relevant purposes under the
indenture. Accordingly, in determining whether the required holders have given
any notice, consent or waiver or taken any other action permitted under the
indenture, any old notes of a series that remain outstanding after the exchange
offer will be aggregated with the new notes of the same series, and the holders
of the old notes of a series and the new notes of the same series will vote
together as a single series. All references in this prospectus to specified
percentages in aggregate principal amount of the old notes of a series means,
at any time after the exchange offer is consummated, the percentages in
aggregate principal amount of the old notes of that series and the new notes of
the same series collectively then outstanding.

Principal, Maturity and Interest

The 6.625% notes are limited to an aggregate principal amount of
$700,000,000 and the 7.500% notes are limited to an aggregate principal amount
of $600,000,000. The 6.625% notes will mature on April 15, 2011 and the 7.500%
notes will mature on April 15, 2031. We will issue the notes only in book-entry
form, in denominations of $1,000 and integral multiples of $1,000. The notes
will bear interest at the annual rates shown on the front cover of this
prospectus and will accrue interest from April 5, 2001 or from the most recent
date to which interest has been paid or provided for. We will pay interest on
the notes twice a year, on April 15 and October 15, beginning on October 15,
2001, to the person in whose name a note is registered at the close of business
on the April 1st or October 1st that most immediately precedes the date on
which interest will be paid.

Ranking; Additional Debt

The notes will be our unsecured obligations. The notes will rank equal in
right of payment with all of our other unsecured and unsubordinated
indebtedness. The indenture does not limit the amount of debt that we or any of
our subsidiaries may incur or issue, nor does it restrict transactions between
us and our affiliates or dividends and other distributions by us or our
subsidiaries. We may issue debt securities under the indenture from time to
time in separate series, each up to the aggregate amount we authorize from time
to time for that series.

Optional Redemption

We may choose to redeem some or all of the notes at any time. If we choose
to redeem any notes, we will pay you a redemption price equal to the greater
of:

. 100 percent of the principal amount of the notes being redeemed plus
accrued interest to the date of redemption, and

. the sum of the present values of the remaining scheduled payments of
principal of and interest on the notes being redeemed (assuming for
this purpose that the notes remained outstanding to maturity),
discounted to the redemption date in accordance with standard market
practice (on a semiannual compounding basis and assuming a 360-day year
consisting of twelve 30-day months) at the treasury rate referred to
below plus 25 basis points for the 6.625% notes and 35 basis points for
the 7.500% notes.

The treasury dealer referred to below will determine the redemption price
and its determination will be final and binding, absent manifest error.

If we choose to redeem any notes, we will mail a notice of redemption to you
not less than 30 days and not more than 60 days before the redemption date. If
we are redeeming less than all the notes of a series, the trustee will select
the particular notes to be redeemed by lot or pro rata or by another method the
trustee deems fair and appropriate. Unless we default in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the notes or portions of notes called for redemption.

Except as described above, the notes will not be redeemable by us prior to
maturity and will not be entitled to the benefit of any sinking fund.

For purposes of calculating the redemption price in connection with the
redemption of notes of a series on any redemption date, the following terms
have the meanings set forth below:

"Treasury rate" means the semiannual equivalent yield to maturity of the
treasury security referred to below that corresponds to the treasury price
referred to below (calculated in accordance with standard market practice and
computed as of the second trading day preceding the redemption date).

"Treasury security" means the United States Treasury security that the
treasury dealer determines would be appropriate to use, at the time of
determination and in accordance with standard market practice, in pricing the
notes being redeemed in a tender offer based on a spread to United States
Treasury yields.

"Treasury price" means the bid-side price for the treasury security as of
the third trading day preceding the redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York on that trading day and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities," except that:

. if that release (or any successor release) is not published or does not
contain that price information on that trading day, or

. if that price information is not reasonably reflective (as determined
by the treasury dealer) of the actual bid-side price for the treasury
security prevailing at 3:30 p.m. on that trading day,

then "treasury price" will instead mean the bid-side price for the treasury
security at or around 3:30 p.m., New York City time, on that trading day
(expressed on a next trading day settlement basis) as determined by the
treasury dealer through such alternative means as the treasury dealer considers
to be appropriate under the circumstances.

"Treasury dealer" means Goldman, Sachs & Co. (or its successor) or, if
Goldman, Sachs & Co. (or its successor) refuses to act as treasury dealer for
these purposes or ceases to be a primary U.S. Government

securities dealer, another nationally recognized investment banking firm that
is a primary U.S. Government securities dealer specified by us for these
purposes.

Restrictive Covenants

In the following discussion, "we" or "our" means Transocean Sedco Forex and
its subsidiaries, unless the context indicates otherwise. When we refer to our
"drilling rigs and drillships," we mean any drilling rig or drillship (or the
stock or indebtedness of any subsidiary owning a drilling rig or drillship)
that we lease or own, either entirely or in part, and that our board of
directors deems to be of material importance to us. No drilling rig or
drillship that has a gross book value of less than 2% of our consolidated net
tangible assets will be deemed to be of material importance. When we refer to
"consolidated net tangible assets," we mean the total amount of our assets
(less reserves and other properly deductible items) after deducting current
liabilities (other than those that are extendable at our option to a date more
than 12 months after the date the amount is determined), goodwill and other
intangible assets shown in our most recent consolidated balance sheet prepared
in accordance with GAAP.

Limitation on Liens

In the indenture, we have agreed that we will not create, assume or allow to
exist any debt secured by a lien upon any of our drilling rigs or drillships,
unless we secure the notes equally and ratably with the secured debt. This
covenant also applies to other series of debt securities issued under the
indenture unless the terms of that series expressly provide otherwise. This
covenant has exceptions that permit:

. liens already existing on the date the applicable series of senior debt
securities is issued,

. liens already existing on a particular drilling rig or drillship at the
time we acquire that drilling rig or drillship, and liens already
existing on drilling rigs or drillships of a corporation or other
entity at the time it becomes our subsidiary,

. liens securing debt incurred to finance the acquisition, completion of
construction and commencement of commercial operation, alteration,
repair or improvement of any drilling rig or drillship, if the debt was
incurred prior to, at the time of or within 12 months after that event,
and liens securing debt in excess of the purchase price or cost if
recourse on the debt is only against the drilling rig or drillship in
question,

. liens securing intercompany debt,

. liens in favor of a governmental entity to secure either

(1) payments under any contract or statute, or

(2) industrial development, pollution control or similar indebtedness,

. liens imposed by law such as mechanics' or workmen's liens,

. governmental liens under contracts for the sale of products or
services,

. liens under workers compensation laws or similar legislation,

. liens in connection with legal proceedings or securing taxes or
assessments,

. good faith deposits in connection with bids, tenders, contracts or
leases,

. deposits made in connection with maintaining self-insurance, to obtain
the benefits of laws, regulations or arrangements relating to
unemployment insurance, old age pensions, social security or similar
matters or to secure surety, appeal or customs bonds, and

. any extensions, renewals or replacements of the above-described liens
if both of the following conditions are met:

(1) the amount of debt secured by the new lien does not exceed the
amount of debt secured by the existing lien, plus any additional
debt used to complete a specific project, and

(2) the new lien is limited to all or a part of the drilling rigs or
drillships (plus any improvements) secured by the original lien
issued under the indenture.

In addition, without securing the senior debt securities as described above,
we may create, assume or allow to exist secured debt that would otherwise be
prohibited, in an aggregate amount that does not exceed a "basket" equal to 10%
of our consolidated net tangible assets. When determining whether secured debt
is permitted by this exception, we must include in the calculation of the
"basket" amount all of our other secured debt that would otherwise be
prohibited and the present value of lease payments in connection with sale and
lease-back transactions that would be prohibited by the "Limitation on Sale and
Lease-Back Transactions" covenant described below if this exception did not
apply.

Limitation on Sale and Lease-Back Transactions

We have agreed that we will not enter into a sale and lease-back transaction
covering any drilling rig or drillship, unless one of the following applies:

. we could incur debt secured by the leased property in an amount at
least equal to the present value of the lease payments in connection
with that sale and lease-back transaction without violating the
"Limitation on Liens" covenant described above, or

. within six months of the effective date of the sale and lease-back
transaction, we apply an amount equal to the present value of the lease
payments in connection with the sale and lease-back transaction to

. the acquisition of any drilling rig or drillship, or

. the retirement of long-term debt ranking at least equally with the
debt securities issued under the indenture.

When we use the term "sale and lease-back transaction," we mean any
arrangement by which we sell or transfer to any person any drilling rig or
drillship that we then lease back from them. This term excludes leases shorter
than three years, intercompany leases, leases executed within 12 months of the
acquisition, construction, improvement or commencement of commercial operation
of the drilling rig or drillship, and arrangements pursuant to any provision of
law with an effect similar to the former Section 168(f)(8) of the Internal
Revenue Code of 1954 (which permitted the lessor to recognize depreciation on
the property).

Consolidation, Merger and Sale of Assets

The indenture generally permits a consolidation or merger between us and
another entity. The indenture also permits our transfer or disposal of all or
substantially all of our assets. We have agreed, however, that we will
consolidate with or merge into any entity, or transfer or dispose of all or
substantially all of our assets, only if the following two conditions are met:

. the resulting entity assumes the due and punctual payment of all
amounts payable in respect of the debt securities issued under the
indenture and the performance of our covenants under the indenture, and

. immediately after giving effect to the transaction, there would be no
event of default and no event that, after notice or lapse of time,
would become an event of default.

If another entity assumes our obligations under the notes and the indenture
as described above, we will be relieved of those obligations, except in the
case of our transfer or disposal of assets by lease.

Events of Default

The following are events of default with respect to the notes:

. our failure to pay interest on or any additional amounts with respect
to the notes for 30 days,

. our failure to pay principal of or any premium on the notes when due,

. our failure to perform any of our other covenants in the indenture
(other than a covenant included in the indenture solely for the benefit
of another series of debt securities) for 90 days after written notice
by the trustee or by the holders of at least 25% in principal amount of
all outstanding debt securities under the indenture, and

. various events involving our bankruptcy, insolvency or reorganization.

A default under the indenture with respect to another series of debt
securities issued under the indenture will not necessarily be a default with
respect to the notes. The trustee may withhold notice to the holders of the
notes of any default or event of default (except for a default in any payment
on the notes) if the trustee considers it in the interest of the holders of the
notes to do so.

In the case of an event of default for any series of debt securities issued
under the indenture, the trustee or the holders of at least 25% in principal
amount of the outstanding debt securities of the series affected by the default
(or, in some cases, of all outstanding debt securities under the indenture,
voting as one class) may declare the principal of those debt securities to be
due and payable immediately. If an event of default relating to events of
bankruptcy, insolvency or reorganization occurs, the principal of all the debt
securities will become immediately due and payable without any action on the
part of the trustee or any holder. The holders of a majority in principal
amount of the outstanding debt securities of the series affected by the default
(or, in some cases, of all outstanding debt securities under the indenture,
voting as one class) may in some cases rescind this accelerated payment
requirement. Depending on the terms of our other indebtedness, an event of
default under the indenture may give rise to cross defaults on our other
indebtedness.

In most cases, the trustee will be under no obligation to exercise any of
its rights or powers under the indenture at the request or direction of any of
the holders, unless those holders have offered to the trustee reasonable
indemnity. The holders of a majority in principal amount of the outstanding
debt securities of any series (or, in some cases, of all outstanding debt
securities under the indenture) may direct the time, method and place of:

. conducting any proceeding for any remedy available to the trustee, or

. exercising any trust or power conferred on the trustee with respect to
the debt securities of that series.

In the case of an event of default, the trustee will be required to use the
degree of care and skill of a prudent man in the conduct of his own affairs.

A holder of a note may not individually pursue any remedy under the
indenture unless all of the following conditions are met:

. the holder has previously given written notice to the trustee of an
event of default with respect to the notes,

. the holders of not less than 25% in principal amount of the outstanding
notes have made a written request to the trustee to institute
proceedings in its own name,

. the holder has offered the trustee reasonable indemnity,

. the trustee has failed to act within 60 days after receipt of the
notice and indemnity, and

. the holders of a majority in principal amount of the outstanding notes
have given no direction inconsistent with the request.

The foregoing limitations with respect to remedies do not, however, affect
the right of a holder of the notes to sue for the enforcement of any overdue
payment.

Defeasance

When we use the term "defeasance," we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee money or U.S.
government securities sufficient to make payments on the notes on the dates
those payments are due and payable, then at our option either of the following
will occur:

. we will no longer have any obligation to the holders of the notes to
comply with the restrictive covenants under the indenture, and the
related events of default will no longer apply to us ("covenant
defeasance"), but our other obligations under the indenture and the
notes, including our obligations to make payments on the notes, to
register the transfer or exchange of notes, to replace stolen, lost or
mutilated notes, to maintain paying agencies and to hold monies for
payment in trust, will continue, or

. we will be discharged from all of our obligations with respect to the
notes ("legal defeasance and discharge") and holders of the notes would
be entitled to claim payments on their notes only from the trust fund.

We will be required to deliver to the trustee an opinion of counsel that the
deposit and related defeasance would not cause the holders of the notes to
recognize income, gain or loss for federal income tax purposes. If we elect
legal defeasance and discharge, that opinion of counsel must be based upon a
ruling from the U.S. Internal Revenue Service or a change in law to that
effect.

Tax Additional Amounts

We will pay any amounts due with respect to the notes without deduction or
withholding for any and all present and future withholding taxes, levies,
imposts and charges (a "withholding tax") imposed by or for the account of the
Cayman Islands. If the Cayman Islands requires us to deduct or withhold any of
these taxes, levies, imposts or charges, we will (subject to compliance by the
holder of a note with any relevant administrative requirements) pay these
additional amounts in respect of principal amount, premium (if any), redemption
price, and interest (if any), in accordance with the terms of the notes and the
indenture, as may be necessary so that the net amounts paid to the holder or
the trustee after such deduction or withholding will equal the principal
amount, premium (if any), redemption price, and interest (if any), on the
notes. However, we will not pay any additional amounts in the following
instances:

. if any withholding would not be payable or due but for the fact that

(1) the holder of a note (or a fiduciary, settlor, beneficiary of, member
or shareholder of, the holder, if the holder is an estate, trust,
partnership or corporation), is a domiciliary, national or resident
of, or engaging in business or maintaining a permanent establishment
or being physically present in, the Cayman Islands or otherwise having
some present or former connection with the Cayman Islands other than
the holding or ownership of the note or the collection of principal
amount, premium (if any), redemption price, and interest (if any), in
accordance with the terms of the notes and the indenture, or the
enforcement of the note or
(2) where presentation is required, the note was presented more than 30
days after the date such payment became due or was provided for,
whichever is later,

. if any withholding tax is attributable to any estate, inheritance, gift,
sales, transfer, excise, personal property or similar tax, levy, impost or
charge,

. if any withholding tax is attributable to any tax, levy, impost or charge
which is payable otherwise than by withholding from payment of principal
amount, premium (if any), redemption price, and interest (if any),

. if any withholding tax would not have been imposed but for the failure to
comply with certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the relevant tax authority of the holder or beneficial
owner of the note, if

this compliance is required by statute or by regulation as a precondition
to relief or exemption from such withholding tax, or

. any combination of the instances described in the preceding bullet
points.

We also will not pay any additional amounts to any holder who is a fiduciary
or partnership or other than the sole beneficial owner of the note to the
extent that a beneficiary or settlor with respect to such fiduciary, or a
member or such partnership or a beneficial owner thereof, would not have been
entitled to the payment of such additional amounts had such beneficiary
settlor, member or beneficial owner been the holder of the note.

Payment and Paying Agents

We will make payments on the notes at the office of the paying agents we
designate from time to time. We may make, at our option, interest payments by
check mailed to the person entitled to the payment as it appears on the
security register. We will make interest payments to the person in whose name
the note is registered at the close of business on the record date for the
interest payment, even if that person no longer owns the notes on the interest
payment date.

We have designated the corporate trust office of the trustee as a paying
agent for payments on the notes. We may at any time designate additional paying
agents, rescind the designation of any paying agent or approve a change in the
office through which any paying agent acts. We will, however, be required to
maintain a paying agent in each place of payment for the notes.

Any funds we pay to a paying agent for payments on the notes that remain
unclaimed for three years after the payments become due and payable will be
repaid to us, subject to applicable escheat laws. After repayment to us, the
holder of that note can claim payment only from us and not from the paying
agent.

Modification and Waiver

We may modify or amend the indenture if the holders of a majority in
principal amount of the outstanding debt securities of all series issued under
the indenture (acting as one class) affected by the modification or amendment
consent to it. Without the consent of the holder of each outstanding debt
security affected, however, no modification may:

. change the stated maturity of the principal of or any installment of
principal of or interest on any debt security,

. reduce the principal amount of, the interest rate on, any additional
amount with respect to or the premium payable upon redemption of any
debt security,

. make the debt security payable in a currency other than originally
stated in the debt security,

. change the place where the principal of, any additional amounts with
respect to or any premium or interest on any debt security is payable,

. impair the right to institute suit for the enforcement of any payment
on any debt security,

. reduce the percentage in principal amount of outstanding debt
securities necessary to modify the indenture, waive compliance with the
provisions of the indenture or waive defaults, or

. modify any of the above provisions.

We and the trustee may agree to modify, amend or supplement the indenture
without the consent of any holders of debt securities in certain circumstances,
including:

. to evidence the assumption of our obligations under the indenture and
the debt securities issued under the indenture by a successor,

. to add covenants or events of default or to surrender any of our rights
under the indenture,

. to provide security for any series of debt securities issued under the
indenture,

. to make any change that does not adversely affect any outstanding debt
securities of a series,

. to establish the terms of any series of debt securities,

. to add provisions necessary to permit or facilitate defeasance of any
series of debt securities if we have received an opinion of counsel
that those provisions do not materially adversely affect the holders of
any series of debt securities,

. to provide for a successor trustee, or

. to cure any ambiguity, defect or inconsistency.

The holders of a majority in principal amount of the outstanding debt
securities of any series (or, in some cases, of all outstanding debt securities
under the indenture or of all series affected) may waive past defaults under
the indenture and compliance by us with our covenants under the indenture.
Those holders may not, however, waive any default in any payment on any debt
security of that series or compliance with a provision that cannot be modified
or amended without the consent of each holder affected.

Book-Entry, Delivery and Form

We will issue the notes in registered form. The notes will be exchangeable
for other debt securities of the same series, the same total principal amount
and the same terms, but in different authorized denominations in accordance
with the indenture. Holders may present debt securities for registration of
transfer at the office of the security registrar or any transfer agent we
designate. The security registrar or transfer agent will effect the transfer or
exchange when the registrar or agent is satisfied with the documents of title
and identity of the person making the request. We will not charge a service
charge for any registration of transfer or exchange of the debt securities. We
may, however, require the payment of any tax or other governmental charge
payable for that registration.

The notes will be represented by one or more global securities. A global
security is a special type of indirectly held security. Each global security
will be deposited with, or on behalf of, The Depository Trust Company ("DTC")
and be registered in the name of a nominee of DTC. Except under the
circumstances described below, the notes will not be issued in definitive form
in the name of individual holders.

Upon the issuance of a global security, DTC will credit on its book-entry
registration and transfer system the accounts of persons designated by the
initial purchasers with the respective principal amounts of the notes
represented by the global security. Ownership of beneficial interests in a
global security will be limited to DTC participants (i.e., persons that have
accounts with DTC or its nominee) or persons that may hold interests through
DTC participants. Ownership of beneficial interests in a global security will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC or its nominee (except with respect to persons that
are themselves DTC participants).

So long as DTC or its nominee is the registered owner of a global security,
DTC or the nominee will be considered the sole owner or holder of the notes
represented by that global security under the indenture. Except as described
below, owners of beneficial interests in a global security will not be entitled
to have notes represented by that global security registered in their names,
will not receive or be entitled to receive physical delivery of notes in
definitive form and will not be considered the owners or holders of the notes
under the indenture. Principal and interest payments on notes registered in the
name of DTC or its nominee will be made to DTC or the nominee, as the
registered owner. Neither our company, the trustee, any paying agent or the
registrar for the notes will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
interests in a global security or for maintaining, supervising or reviewing any
records relating to such beneficial interests. The laws of some states require
that certain

purchasers of securities take physical delivery of such securities in
definitive form. Those limits and laws may impair the ability to transfer
beneficial interests in a global security.

We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, will credit immediately the participants' accounts with payments
in amounts proportionate to their beneficial interests in the principal amount
of the relevant global security as shown on the records of DTC or its nominee.
We also expect that payments by participants to owners of beneficial interests
in a global security held through those participants will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of those participants.

If DTC is at any time unwilling or unable to continue as a depositary and a
successor depositary is not appointed by us within 90 days, we will issue notes
in definitive form in exchange for the entire global security for the notes. In
addition, we may at any time choose not to have notes represented by a global
security and will then issue notes in definitive form in exchange for the
entire global security relating to the notes. In any such instance, an owner of
a beneficial interest in a global security will be entitled to physical
delivery in definitive form of notes represented by the global security equal
in principal amount to that beneficial interest and to have the notes
registered in its name. Notes so issued in definitive form will be issued as
registered notes in denominations of $1,000 and integral multiples thereof,
unless otherwise specified by us.

Transfer and Exchange

We have appointed the trustee as security registrar for the notes. We are
required to maintain an office or agency for transfers and exchanges in each
place of payment. We may at any time designate additional transfer agents for
the notes or rescind the designation of any transfer agent.

In the case of any redemption of the notes, we will not be required:

. to issue, register the transfer of or exchange the notes during a
period beginning 15 days before the day of mailing of the relevant
notice of redemption and ending on the close of business on the day of
mailing of the relevant notice of redemption, or

. to register the transfer or exchange of any note, or portion of any
note, selected for redemption, except the unredeemed portion of any
note we are redeeming in part.

Meetings

Meetings of holders of debt securities of one or more series issued under
the indenture may be convened on notice:

. by the trustee,

. by us, if we ask the trustee to call a meeting and it fails to do so,
or

. by the holders of 10% in principal amount of any series of debt
securities issued under the indenture, if they ask the trustee to call
a meeting and it fails to do so.

Holders entitled to vote a majority in principal amount of the outstanding
debt securities of a series constitute a quorum at any meeting. Except for
actions requiring the consent of all holders of debt securities affected by the
action, any action at a meeting adopted by the holders of a majority in
principal amount of the debt securities of any series (or a lesser percentage
required for the action by the indenture) will be binding on all holders of the
notes.

Notices

Notices to holders of the notes will be given by mail to the holder's
address as it appears in the security register.

Governing Law

New York law governs the indenture and the notes.

The Trustee

The Chase Manhattan Bank is the trustee under the indenture. We may borrow
money and maintain other banking relationships, in the ordinary course of
business, with any trustee and its affiliates under any indenture. The
indenture, however, contains limitations on the right of the trustee, if it
becomes one of our creditors, to obtain payment of claims or to realize on
certain property received for any such claim, as security or otherwise. If the
trustee acquires any conflicting interest, it must eliminate that conflict or
resign.

Exchange Offer and Registration Rights

In connection with the issuance of the old notes, we and the initial
purchasers of the old notes entered into an exchange and registration rights
agreement. Specifically, we agreed to:

. use reasonable best efforts to file with the SEC, within 90 days from
the date on which the old notes are first issued, an exchange offer
registration statement under the Securities Act to register the new
notes to be exchanged for the old notes,

. use reasonable best efforts to cause the exchange offer registration
statement to become effective within 180 days from the date on which
the old notes are first issued, and

. use reasonable best efforts to commence and complete the exchange offer
for the old notes within 45 days after the exchange offer registration
statement has become effective, hold the exchange offer open for at
least 30 days and exchange all old notes that may legally be exchanged
in the exchange offer and are properly tendered and not withdrawn
before the expiration of the exchange offer, into new notes.

The terms of the new notes are substantially identical to the terms of the
related old notes, except that:

. the issuance of the new notes will be registered with the SEC and

. transfer restrictions, registration rights and provisions for
additional interest will not apply to the new notes.

Each holder of old notes who wishes to exchange them for new notes of the
same series in an exchange offer will be required to represent that any new
notes to be received by it will be acquired in the ordinary course of its
business, that it is not engaged in a distribution (within the meaning of the
Securities Act) of the new notes and that it is not our affiliate.

Existing interpretations adopted by the SEC provide that the new notes will
generally be transferable by each holder without further registration or any
prospectus delivery requirement under the Securities Act except for the
obligation of broker-dealers to deliver a prospectus with respect to the new
notes. The SEC has taken the position that broker-dealers may fulfill their
prospectus delivery obligation by delivery of the prospectus contained in the
exchange offer registration statement. We have agreed, subject to specified
exceptions, to allow broker-dealers to use the prospectus contained in the
exchange offer registration statement in connection with the resale of new
notes until the earlier of 90 days after the exchange offer has been completed
and the date on which broker-dealers no longer own registrable securities.

If either the interpretations of the SEC discussed above change or an
exchange offer has not been completed within 225 days from the date on which
the old notes are first issued, then we will file a shelf registration
statement for a resale of the old notes no later than the later of 60 days
after the time that this situation arises and 90 days from the date on which
the old notes are first issued. We will use reasonable best efforts to cause
the shelf registration to become effective within 120 days after it is filed
and to keep the shelf

registration effective for a period ending on either the second anniversary of
its effective date or any date on which no registrable securities remain
outstanding, whichever occurs first. We will provide to the holders of the old
notes copies of the prospectus which is part of the shelf registration
statement, notify the holders when the shelf registration for the old notes has
become effective and, subject to specified exceptions, take other actions that
are required to permit unrestricted sales of the old notes. A holder who sells
old notes pursuant to the shelf registration generally will need to be named as
a selling security holder in the related prospectus and to deliver a prospectus
to the purchaser of the notes. Each selling holder will be subject to certain
of the civil liability provisions of the Securities Act in connection with the
sale of the old notes, and will be bound by the provisions of the registration
rights.

If any of the following circumstances or conditions arise:

. we have not filed the exchange offer registration statement within 90
days from the date on which the old notes are first issued, or the
exchange offer registration statement has not become effective or been
declared effective by the SEC within 180 days from the date on which
the old notes are first issued, or

. we have not filed the shelf registration statement within the earlier
of 60 days after we are required to make this filing as described above
and 90 days from the date on which the old notes are first issued, or
the shelf registration statement has not become effective or been
declared effective by the SEC within 120 days from the date on which it
was filed, or

. an exchange offer has not been completed within 45 days after the
initial effective date of the exchange registration statement (if that
exchange offer is then required to be made), or

. an exchange registration statement or shelf registration statement is
filed and declared effective but is subsequently withdrawn by us or
becomes subject to an effective stop order without being succeeded as
promptly as practicable by an additional registration statement filed
and declared effective, or

. we impose restrictions on sales of old notes under the shelf
registration statement for more than 45 days in any 90 day period or
more than 90 days in any 12-month period,

then we will pay additional interest on the related old notes at the following
annual rates: 0.25% for the first 90 days, 0.50% for the second 90 days, 0.75%
for the third 90 days and 1.00% for any subsequent period, in each case as long
as the foregoing circumstances or conditions apply.

The description above is a summary of some of the provisions of the exchange
and registration rights agreement. It does not restate the agreement in its
entirety. We urge you to read the agreement in its entirety because your
registration rights as a holder of the old notes would be defined by the
agreement, not by its description. See "Where You Can Find More Information."

TRANSFER RESTRICTIONS ON THE OLD NOTES

The old notes were not registered under the Securities Act. Accordingly, we
offered and sold the old notes only in private sales exempt from or not subject
to the registration requirements of the Securities Act:

. to qualified institutional buyers under Rule 144A under the Securities
Act, or

. to non-U.S. persons outside the United States in compliance with
Regulation S under the Securities Act.

You may not offer or sell those old notes in the United States or to, or for
the account or benefit of, U.S. persons except in transactions exempt from or
not subject to the Securities Act registration requirements.

In connection with the issuance of the old notes, we agreed that, if we are
not subject to the informational requirements of Section 13 or 15(d) of the
Exchange Act at any time while the notes constitute "restricted securities"
within the meaning of the Securities Act, we will furnish to holders and
beneficial owners of the notes and to prospective purchasers designated by such
holders the information required to be delivered

pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with
Rule 144A in connection with resales of the notes.

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax
considerations relating to the exchange offer and the acquisition, ownership
and disposition of the notes by U.S. holders (as described below), and the
material U.S. federal income and estate tax considerations relating to the
exchange offer and the acquisition, ownership and disposition of the notes by
non-U.S. holders (as described below). It does not contain a complete analysis
of all potential tax considerations. In particular, this discussion does not
address all tax considerations that may be important to you in light of your
particular circumstances (such as the alternative minimum tax provisions) or
under certain special rules. Special rules may apply, for instance, to banks,
tax-exempt organizations, insurance companies, dealers in securities, persons
who hold notes as part of a hedge, conversion or constructive sale transaction,
or straddle or other risk reduction transaction, persons who elect to use a
mark-to-market method of accounting for their security holdings, persons whose
functional currency for U.S. tax purposes is not the U.S. dollar or to persons
who have ceased to be United States citizens or to be taxed as resident aliens.

This discussion is limited to holders of notes who hold the notes as capital
assets. This discussion does not address the tax consequences arising under the
laws of any foreign, state or local jurisdiction.

This discussion is based upon the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), its legislative history, existing and proposed U.S.
Treasury Regulations, and judicial decisions and administrative interpretations
thereunder, as of the present date, all of which are subject to change or
different interpretations, possibly with retroactive effect. We cannot assure
you that the Internal Revenue Service (the "IRS") will not challenge one or
more of the tax results described in this discussion, and we have not obtained
and do not intend to obtain a ruling from the IRS with respect to the U.S.
federal tax consequences of acquiring, holding or disposing of the notes.

Please consult your own tax advisors as to the particular tax consequences
to you of the exchange offer and of acquiring, holding and disposing of the
notes, including the effect and applicability of state, local or foreign tax
laws.

Exchange Offer

The exchange of old notes for new notes in the exchange offer will not be
treated as an exchange for federal income tax purposes, because the new notes
will not be considered to differ materially in kind or extent from the old
notes. Rather, the new notes you receive will be treated as a continuation of
the old notes in your hands. As a result, there should be no federal income tax
consequences to your exchanging old notes for new notes in the exchange offer.

U.S. Holders

You are a U.S. holder for purposes of this discussion if you are a holder of
a note that is, for U.S. federal income tax purposes:

. a citizen or resident of the United States;

. a domestic corporation;

. an estate the income of which is subject to United States federal
income taxation regardless of its source; or

. a trust if a United States court can exercise primary supervision over
the trust's administration and one or more United States persons are
authorized to control all substantial decisions of the trust.

In the case of a holder of notes which is a partnership, determinations as
to the tax consequences will generally be made at the partner level, but
special considerations not here set forth may apply.

Taxation of Interest

Stated Interest. In general, you will be required to include interest
received on a note as ordinary income at the time it accrues or is received, in
accordance with your regular method of accounting for U.S. federal income tax
purposes.

Bond Premium on Notes. If you acquire a note at a "bond premium" as defined
below, you may elect to amortize the premium under the Treasury Regulations. If
the election is made, you generally offset bond premium allocable to an accrual
period against qualified stated interest income allocable to the accrual
period.

Amortizable bond premium in excess of qualified stated interest for an
accrual period is allowed as a bond premium deduction. However, the amount
allowable as a bond premium deduction for any accrual period is limited to the
amount by which your aggregate interest inclusions on the note for prior
accrual periods exceed the aggregate bond premium deductions in the prior
accrual periods. Any excess deduction is carried forward as bond premium in
successive accrual periods.

The amortizable bond premium on a note generally will be equal to the
amount, if any, by which your initial tax basis in the note exceeds the sum of
all amounts payable on a note, other than qualified stated interest. Under the
Treasury Regulations, the amortizable bond premium deduction will be treated as
accruing in each accrual period under a constant yield method over the term of
the note. However, in certain circumstances, such as a call or prepayment of a
note, the offset or deduction for unamortized bond premium may be accelerated.

The "accrual periods" of a note, other than the initial accrual period, are
each of the six-month periods during the term of the notes that end on April 15
and October 15 of each year.

For the above consequences to apply, you must make an election in the manner
prescribed in Treasury Regulations Section 1.171-4. The election applies not
only to the notes, but also to all bonds held by you during or after the
taxable year to which the election applies, including all bonds thereafter
acquired. The election is binding for all subsequent taxable years and may be
revoked only with the consent of the Commissioner of the Internal Revenue
Service.

Market Discount. The resale of a note may be affected by the "market
discount" provisions of the Code. For these purposes, the market discount on a
note generally will be equal to the amount, if any, by which the stated
redemption price at maturity of the note immediately after its acquisition
exceeds the holder's tax basis in the note. Subject to a de minimis exception,
if you acquired a note at a market discount, these provisions generally require
you to treat as ordinary income any gain recognized (or, in some cases, gain
deemed to be realized but not otherwise recognized) on the disposition of the
note to the extent of the "accrued market discount" on the note at the time of
disposition. In general, market discount on a note will be treated as accruing
on a straight-line basis over the term of the note, or at your election, under
a constant yield method.

In addition, if you acquired a note at a market discount, you may be
required to defer the deduction of a portion of the interest on any
indebtedness incurred or maintained to purchase or carry the note until the
note is disposed of in a taxable transaction. The foregoing rule will not apply
if you elect to include accrued market discount in income currently.

Sale, Exchange or Retirement of the Notes

Except for an exchange of an old note for a new note as discussed above,
upon the sale, exchange or retirement of a note, you will recognize gain or
loss equal to the difference between the sale or redemption proceeds (other
than amounts attributable to accrued and unpaid interest) and your adjusted tax
basis in the

note. Your adjusted tax basis in a note will generally equal the amount which
you paid for the note, increased by any accrued market discount previously
included in income by you and decreased by any bond premium offset. Gain or
loss recognized on the sale, exchange or retirement of a note will generally be
capital gain or loss and will be long-term capital gain or loss if the note is
held for more than one year. You should consult your tax advisors regarding the
treatment of capital gains (which may be taxed at lower rates than ordinary
income for taxpayers who are individuals) and losses (the deductibility of
which is subject to limitations). Payments for accrued interest not previously
included in income will be treated as ordinary interest income.

Non-U.S. Holders

You are a Non-U.S. holder for purposes of this discussion if you are a
holder of a note that is not a U.S. holder, as described above.

Withholding Tax on Payments of Principal and Interest on Notes

The payment of principal and interest on a note will not be subject to
United States federal withholding tax, provided that in the case of payment of
interest:

. you do not actually or constructively own 10% or more of the total
combined voting power of all classes of our shares;

. you are not a controlled foreign corporation that is related to us
through stock ownership within the meaning of the Code; and

. the U.S. payor does not have actual knowledge or reason to know that
you are a U.S. person and either (1) the beneficial owner of the note
certifies to the applicable payor or its agent, under penalties of
perjury, that it is not a U.S. holder and provides its name and address
on United States Treasury Form W-8 BEN (or a suitable substitute form),
or (2) a securities clearing organization, bank or other financial
institution, that holds customers' securities in the ordinary course of
its trade or business (a "financial institution") and holds the note,
certifies under penalties of perjury that a Form W-8 BEN (or a suitable
substitute form) has been received from the beneficial owner by it or
by a financial institution between it and the beneficial owner and
furnishes the payor with a copy of the form or the U.S. payor otherwise
possesses documentation upon which it may rely to treat the payment as
made to a non-U.S. person in accordance with U.S. Treasury Regulations.

Moreover, as long as we are not engaged in the conduct of any trade or business
in the United States, payments will not in any case be subject to United States
federal withholding tax.

Except to the extent otherwise provided under an applicable tax treaty, you
generally will be taxed in the same manner as a U.S. holder with respect to
interest on a note if such interest is effectively connected with your conduct
of a U.S. trade or business. Effectively connected interest received by a
corporate Non-U.S. holder may also, under certain circumstances, be subject to
an additional "branch profits tax" at a 30% rate (or, if applicable, a lower
treaty rate), subject to certain adjustments. Such effectively connected
interest will not be subject to withholding tax if the holder delivers the
appropriate form (currently a Form W-8 ECI) to the payor.

Gain on Disposition of the Notes

You generally will not be subject to United States federal income tax on
gain realized on the sale, exchange or retirement of a note unless:

. you are an individual present in the United States for 183 days or more
in the year of such sale, exchange or retirement and either (A) you
have a "tax home" in the United States and certain other requirements
are met, or (B) the gain from the disposition is attributable to an
office or other fixed place of business you maintain in the United
States; or

. the gain is effectively connected with your conduct of a United States
trade or business.

However, in some instances you may be required to establish an exemption
from United States federal income and withholding tax. See "--Withholding Tax
on Payments of Principal and Interest on Notes."

U.S. Federal Estate Tax

A note held by an individual who at the time of death is not a citizen or
resident of the United States (as defined for United States federal estate tax
purposes) will not be subject to United States federal estate tax.

Backup Withholding and Information Reporting

U.S. Holders

Payments of interest made by us on, or the proceeds of the sale or
retirement of, the notes to noncorporate U.S. holders will generally be subject
to information reporting and will be subject to United States federal backup
withholding tax at the rate of 31% if the recipient of such payment fails to
supply an accurate taxpayer identification number or otherwise fails to comply
with applicable United States information reporting or certification
requirements. Any amount withheld from a payment to a U.S. holder under the
backup withholding rules will be allowable as a credit against the holder's
U.S. federal income tax, provided that the required information is furnished to
the IRS.

Non-U.S. Holders

In general, backup withholding and information reporting will not apply to
payments of interest, or the proceeds of sale or retirement of, a note which
are received by a Non-U.S. holder if the holder establishes by providing a
certificate or, in some cases, by providing other evidence, that the holder is
not a U.S. person. Additional exemptions are available for certain payments
made outside the United States. Non-U.S. holders of notes should consult their
tax advisers regarding the application of information reporting and backup
withholding in their particular situations, the availability of exemptions, and
the procedure for obtaining such an exemption, if available. Any amount
withheld from a payment to a Non-U.S. holder under the backup withholding rules
will be allowable as a credit against the holder's U.S. federal income tax,
provided that the required information is furnished to the IRS.

CAYMAN ISLANDS TAX CONSEQUENCES

According to our Cayman Islands counsel, Walkers, there is currently no
Cayman Islands income or profits tax, withholding tax, capital gains tax,
capital transfer tax, estate duty or inheritance tax payable by a holder in
respect of any income, gain or loss derived from holding notes. We have
obtained an undertaking from the Governor-in-Council of the Cayman Islands
under the Tax Concession Law (1995 Revision) that, in the event that any
legislation is enacted in the Cayman Islands imposing tax on profits or income,
or on any capital assets, gain or appreciation, or any tax in the nature of
estate duty or inheritance tax, that tax will not apply to us or to any of our
operations or our shares, notes, debentures or other obligations until June 1,
2019. Therefore, there will be no Cayman Islands tax consequences with respect
to holding notes, except that, if the notes are taken into the Cayman Islands
in original form, they will be subject to stamp duty in the amount of one
quarter of one percent of the face value thereof, subject to a maximum of
CI$250.00 per note.

PLAN OF DISTRIBUTION

Based on interpretations by the staff of the SEC in no action letters issued
to third parties, we believe that you may transfer new notes issued in the
exchange offer in exchange for old notes if:

. you acquire new notes in the ordinary course of your business, and

. you are not engaged in, and do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a
distribution of new notes.

We believe that you may not transfer new notes issued in the exchange offer
in exchange for old notes without compliance with the registration and
prospectus delivery provisions of the Securities Act if you are:

. our affiliate within the meaning of Rule 405 under the Securities Act,

. a broker-dealer that acquired old notes directly from us, or

. a broker-dealer that acquired old notes as a result of market-making or
other trading activities.

The information described above concerning interpretations of and positions
taken by the SEC staff is not intended to constitute legal advice, and broker-
dealers should consult their own legal advisors with respect to these matters.

If you wish to exchange your old notes for new notes in the exchange offer,
you will be required to make representations to us as described in "The
Exchange Offer--Procedures for Tendering--Your Representations to Us" of this
prospectus and in the letter of transmittal. In addition, if a broker-dealer
receives new notes for its own account in exchange for old notes that were
acquired by it as a result of market-making activities or other trading
activities, it will be required to acknowledge that it will deliver a
prospectus in connection with any resale by it of such new notes. A broker-
dealer may use this prospectus, as we may amend or supplement it, in connection
with these resales. We have agreed that, for a period of 90 days after the
closing date of the exchange offer, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.

We will not receive any proceeds from any sale of new notes by broker-
dealers. New notes received by broker-dealers for their own account in the
exchange offer may be sold from time to time in one or more transactions:

. in the over-the-counter market,

. in negotiated transactions,

. through the writing of options on the new notes, or

. a combination of such methods of resale.

The prices at which these sales occur may be:

. at market prices prevailing at the time of resale,

. at prices related to such prevailing market prices, or

. at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such new
notes. Any broker-dealer that resells new notes that it received for its own
account in the exchange offer and any broker or dealer that participates in a
distribution of new notes may be deemed to be an underwriter within the meaning
of the Securities Act. Any profit on any resale of new notes and any commission
or concessions received by any such persons may be deemed to be underwriting
compensation. The letter of transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an underwriter within the meaning of the Securities Act.

For 90 days after the closing of the exchange offer, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests them in the letter of
transmittal. We have agreed to pay all expenses incident to the exchange offer,
other than commissions or concessions of any broker-dealer. We also have agreed
to indemnify the holders of the old notes, including any broker-dealer, against
certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the new notes will be passed upon
for us by our outside counsel, Baker Botts L.L.P., Houston, Texas.

EXPERTS

The consolidated balance sheets of Transocean Sedco Forex Inc. and its
subsidiaries as of December 31, 2000 and 1999, and the related consolidated
statements of operations, equity, and cash flows for the year ended December
31, 2000, and the related combined statements of operations, equity, and cash
flows for the year ended December 31, 1999 (and the related financial statement
schedule) appearing in Transocean Sedco Forex's Annual Report (Form 10-K) for
the year ended December 31, 2000, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.

The financial statements of Transocean Sedco Forex Inc. (previously Sedco
Forex Holdings Limited) for the year ended December 31, 1998 incorporated in
this prospectus by reference to the Transocean Sedco Forex Inc. Annual Report
on Form 10-K for the year ended December 31, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

The consolidated balance sheets of R&B Falcon as of December 31, 2000 and
1999 and the related consolidated statements of operations, cash flows and
stockholders' equity for each of the three years in the period ended December
31, 2000, incorporated by reference in this registration statement, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.