Transocean Inc. Announces Pricing of TODCO Public Offering

Transocean Inc. announced the pricing of its public offering of 12,000,000 shares of TODCO (NYSE:THE), the company's Gulf of Mexico Shallow and Inland Water subsidiary. The shares of Class A common stock were priced today at $12 per share, and the transaction is expected to close on February 10, 2004, subject to customary closing conditions. Transocean expects to receive approximately $129.9 million of proceeds from the offering, net of underwriting fees and estimated expenses. The company intends to use the proceeds for the reduction of corporate debt and general corporate purposes.

The representatives of the underwriters of the offering are Morgan Stanley & Co. Incorporated, which is acting as sole bookrunner, Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, UBS Securities LLC and Simmons & Company, International each of which are acting as co-managers. The underwriters have been granted an option by Transocean to purchase up to an additional 1,800,000 shares to cover over-allotments, if any.

A copy of a written prospectus related to this offering may be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department, 1585 Broadway, New York, NY 10036 (Tel. 212-761-6775).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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