SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934



         Date of Report (date of earliest event reported): May 8, 2001



                          TRANSOCEAN SEDCO FOREX INC.
            (Exact name of registrant as specified in its charter)


          CAYMAN ISLANDS                 333-75899                N/A

  (State or other jurisdiction of       (Commission         (I.R.S. Employer
   incorporation or organization)       File Number)       Identification No.)


                                4 GREENWAY PLAZA
                              HOUSTON, TEXAS 77046
             (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (713) 232-7500


Item 5.  Other Events.

     On May 8, 2001, Transocean Sedco Forex Inc. issued a press release
announcing the pricing of $400 million aggregate principal amount of its 20-year
convertible debentures.  The press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits.

     The following exhibits are filed herewith:

     99.1  Press Release dated May 8, 2001.

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                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    TRANSOCEAN SEDCO FOREX INC.



Date: May 9, 2001                   By: /s/ William E. Turcotte
                                       ------------------------------
                                         William E. Turcotte
                                         Associate General Counsel and
                                         Assistant Secretary

                                       3

                                                                    EXHIBIT 99.1

[Transocean Sedco Forex Inc. Logo]


Transocean Sedco Forex Inc. Announces Pricing of Convertible Debentures Offering

HOUSTON--(BUSINESS WIRE)--May 8, 2001--Transocean Sedco Forex Inc. (NYSE:RIG)
today announced a public offering of 20-year convertible debentures, which was
priced today with an interest rate of 1.5% and a 42% conversion premium to
yesterday's closing price of the ordinary shares of Transocean Sedco Forex on
the New York Stock Exchange of $50.80. The offering, which will be underwritten
by Credit Suisse First Boston, will result in gross proceeds to Transocean Sedco
Forex of $400 million and is expected to close on Friday, May 11, 2001.

Transocean Sedco Forex will have the right to redeem the convertible debentures
after five years, and a debenture holder will have the right to require
Transocean Sedco Forex to repurchase the debentures after five, ten and fifteen
years. The redemption or repurchase price will be equal to 100% of the principal
amount plus accrued interest to the date of redemption or repurchase. Transocean
Sedco Forex will pay the redemption price in cash and may pay the repurchase
price with either cash or Transocean Sedco Forex ordinary shares. The debentures
are convertible into Transocean Sedco Forex ordinary shares at a fixed ratio of
13.8627 shares per debenture if the closing price of Transocean Sedco Forex'
ordinary shares on the New York Stock Exchange exceeds specified levels or if
Transocean Sedco Forex takes certain corporate actions, such as redemption of
the convertible debentures, specified mergers and extraordinary dividends.

Transocean Sedco Forex intends to use the net proceeds from the offering to
provide a portion of the funding for the redemption by its subsidiary, Cliffs
Drilling Company, of its 10.25% Senior Notes due 2003, to repay all or a portion
of its outstanding commercial paper indebtedness and for general corporate
purposes.

This press release does not constitute an offer of the convertible debentures or
any other securities for sale. A written prospectus for this offering will be
available from:

The Prospectus Department

Credit Suisse First Boston

11 Madison Avenue

New York, NY 10010

Phone: 212-325-2580

The statements regarding the timing, amounts, use of proceeds and other aspects
of the offering are forward-looking statements that involve certain assumptions.
These include, but are not limited to, market conditions, customary offering
closing conditions, the company's results of operations and other factors
detailed in the


company's filing with the Securities and Exchange Commission.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those indicated.

Transocean Sedco Forex Inc. is an offshore drilling contractor specializing in
technically demanding segments of the offshore drilling business, including
deepwater and harsh environment drilling services.

CONTACT:

Transocean Sedco Forex Inc., Houston

Analyst Contact:

Jeffrey L. Chastain, 713/232-7551

or

Media Contact:

Guy A. Cantwell, 713/232-7647