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CORRESP
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Transocean Corresp 05-31-2005

      ONE
      SHELL PLAZA

      910
      LOUISIANA

      HOUSTON,
      TEXAS

      77002-4995

      713.229.1234

      FAX
      713.229.1522

      AUSTIN

      BAKU

      DALLAS

      HOUSTON

      LONDON

      MOSCOW

      NEW
      YORK

      RIYADH

      WASHINGTON

June 1,
2005

Securities
and Exchange Commission

450 Fifth
Street, N.W.

Washington,
D.C. 20549

      Attention:

      Ms.
      Jennifer Goeken

      Re:

      Transocean
      Inc.

Response
to SEC Staff Comments sent by a letter dated May 19, 2005

Ladies
and Gentlemen:

On behalf
of Transocean Inc. (the “Company”), we transmit herewith for electronic filing
via the EDGAR system a memorandum of the Company responding to the comments
received from the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”), by a letter dated May 19, 2005, regarding
the Company’s Form 10-K, filed March 16, 2005, response letter, dated April 29,
2005 and Form 10-Q, filed May 3, 2005 (File No. 333-75899).

The
Company’s responses to the Staff’s comments are included in the memorandum
enclosed herewith submitted on behalf of the Company.

Please
telephone collect Gene J. Oshman (713.229.1178), John D. Geddes (713.229.1113)
or the undersigned (713.229.1749) of the firm Baker Botts L.L.P., counsel to the
Company, with any questions or comments you may have regarding the
enclosed.

    Very truly yours,

    BAKER BOTTS
    L.L.P.

    By:

      /s/ James H.
      Mayor

      James H.
      Mayor

    Securities
      and Exchange Commission

      2

       June
      1, 2005

      cc:

      Mr.
      William E. Turcotte

Transocean
Inc.

Mr. Gene
J. Oshman

Mr. John
D. Geddes

Baker
Botts L.L.P.

 June
1, 2005

Transocean
Inc.

Memorandum
in Response to Staff Comments

Form
10-K, filed March 16, 2005

Response
Letter dated April 29, 2005

Form
10-Q, filed May 3, 2005 (File No. 333-75899)

This
memorandum sets forth the responses of Transocean Inc. (the “Company”) to the
comments of the Staff of the Division of Corporation Finance contained in the
letter dated May 19, 2005 from H. Roger Schwall, Assistant Director, with
respect to the Company’s Form 10-K, filed March 16, 2005, response letter dated
April 29, 2005 and Form 10-Q, filed May 3, 2005 (File No.
333-75899).

10-K
for the year ended December 31, 2004

Note
21 - Segments, Geographical Analysis and Major Customers, page
100

Comment

      1.

      We
      have given consideration to your response to prior comment 2, where you
      state your belief that because of the global nature of your business, you
      operate in one segment, the Transocean Drilling Segment. Based on the
      analysis you presented to support your position and the nature of your
      business as you have described to us, we believe you should expand your
      disclosure, in future filings, to clarify how management has chosen to
      organize the business, as identified by paragraph 26(a) of SFAS 131 and
      contemplated by Items 101 and 303(a) of Regulation
S-K.

Company
Response

The
Company will expand its disclosure in future filings to clarify how management
has chosen to organize the business, as requested.

10-Q
for the quarter ended March 31, 2005

Controls
and Procedures, page 34

Comment

      2.

      We
      note your disclosure that your “Chief Executive Officer and Chief
      Financial Officer concluded that [y]our disclosure controls and procedures
      were effective as of March 31, 2005 to provide reasonable assurance that
      the information required to be disclosed in [y]our reports filed or
      submitted under the Exchange Act is recorded, processed, summarized and
      reported within the time periods specified in the Securities and Exchange
      Commission’s rules and forms.” Revise to clarify in future filings, if
      true, that your officers concluded that your disclosure controls and
      procedures are also effective to ensure that information required to be
      disclosed in the reports that you file or submit under the Exchange Act is
      accumulated and communicated to your management, including your chief
      executive officer and chief financial officer, to allow timely decisions
      regarding required disclosure. See Exchange Act Rule
      13a-15(e).

Company
Response

The
Company will include this disclosure in future filings, as
requested.

June 1,
2005

Securities
and Exchange Commission

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Attention:
Ms.
Jennifer Goeken

      Re:

      Acknowledgments
      Related to Transocean Inc.’s Response to the Staff’s Comment Letter dated
      May 19, 2005

Ladies
and Gentlemen:

In
response to the closing comments of the Staff of the Division of Corporation
Finance contained in the letter dated May 19, 2005 from H. Roger Schwall,
Assistant Director, with respect to the Annual Report on Form 10-K, filed March
16, 2005, the Response Letter dated April 29, 2005 and the Form 10-Q, filed May
3, 2005, of Transocean Inc. (the “Company”), the Company hereby acknowledges in
connection with its response to the Staff’s comments that:

      ·

      the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the Company’s filings;

      ·

      Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Securities and Exchange Commission (the “Commission”) from
      taking any action with respect to the Company’s filings;
    and

      ·

      the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Very truly yours,

    TRANSOCEAN
  INC.

    By:
    /s/    Gregory L.
      Cauthen

      Gregory L. Cauthen

      Senior
      Vice President and Chief
      Financial Officer

      cc:

      William
      E. Turcotte

Transocean
Inc.

Gene J.
Oshman

John D.
Geddes

Baker
Botts L.L.P.