SecProbe.io

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December 10, 2004

via U.S. mail

Mr. T. Scott O`Keefe
Senior Vice President and CFO
TODCO
2000 W. Sam Houston Parkway South, Suite 800
Houston, Texas 77042

      Re:	TODCO
      	Form S-1 filed November 22, 2004
      File No. 333-120651

Dear Mr. O`Keefe:

      This is to advise you that we have reviewed only those
portions
of the above registration statement that relate to Item 507 of
Regulation S-K, and we have the following comments.  Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

Selling Securityholder, page 101

1. Please revise your disclosure to present the information
required
by Item 507 of Regulation S-K in a tabular format so investors can
better understand the nature of the disclosure.  You may place
such
numerical information in context by subsequently including textual
disclosure explaining the information in the table.

2. Unless the entity is a public corporation, please identify the
natural person(s) with investment and/or voting control over the
shares beneficially owned by Transocean.  Also, please confirm to
us
on a supplemental basis that the selling securityholder is not a
broker-dealer and not an affiliate of a broker-dealer.

Closing Comments

	No further review of the registration statement has been or
will
be made.  As appropriate, please amend your registration statement
in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please direct all questions relating to disclosure issues to
Alex Shukhman, at (202) 942-2872, or in his absence, to the
undersigned at (202) 942-1870.   Direct all correspondence to the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	via facsimile
      Nick Nicholson, Esq.
      Porter & Hedges, LLP
      (713) 226-0600

      Alex Shukhman

TODCO
December 10, 2004
page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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