SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAUTHEN GREGORY L

(Last)

(First)

(Middle)

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSOCEAN INC [ RIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	09/03/2004		M		1,867	A	$28.75	1,867	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		S		1,867	D	$31.88	0	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		M		1,133	A	$28.75	1,133	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		S		1,133	D	$31.89	0	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		M		2,600	A	$28.8	2,600	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		S		2,600	D	$31.87	0	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		M		733	A	$28.8	733	I	By wife⁽¹⁾
Ordinary Shares	09/03/2004		S		733	D	$31.88	0	I	By wife⁽¹⁾
Ordinary Shares	11/30/2004		S		125	D	$39.19	0	I	By wife through Issuer Savings Plan⁽¹⁾
Ordinary Shares								1,500	D
Ordinary Shares								1,351	I	By Issuer Employee Stock Purchase Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$28.75	09/03/2004		M			1,867	03/12/1998⁽³⁾	03/12/2007	Ordinary Shares	1,867	$0	1,133	I	By wife⁽¹⁾
Stock Options	$28.75	09/03/2004		M			1,133	03/12/1998⁽³⁾	03/12/2007	Ordinary Shares	1,133	$0	0	I	By wife⁽¹⁾
Stock Options	$28.8	09/03/2004		M			2,600	07/10/2003⁽⁴⁾	01/10/2006	Ordinary Shares	2,600	$0	733	I	By wife⁽¹⁾
Stock Options	$28.8	09/03/2004		M			733	07/10/2003⁽⁴⁾	01/10/2006	Ordinary Shares	733	$0	0	I	By wife⁽¹⁾
Stock Options	$28.8							07/10/2003⁽⁵⁾	07/10/2012	Ordinary Shares	20,000		20,000⁽⁹⁾	D
Stock Options	$41.5							02/12/1999⁽⁶⁾	02/12/2008	Ordinary Shares	3,000		3,000	I	By wife⁽¹⁾
Stock Options	$37							02/15/2001⁽⁷⁾	01/10/2006	Ordinary Shares	10,000		10,000	I	By wife⁽¹⁾
Stock Options	$38.07							07/14/2002⁽⁸⁾	01/10/2006	Ordinary Shares	6,760		6,760	I	By wife⁽¹⁾

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The reporting person married the owner of the securities on August 28, 2004.

2. Shares owned under the issuer's Employee Stock Purchase Plan. Includes 1,351 shares acquired under the plan between February 2002 and September 3, 2004.

3. Grant to the reporting person's wife of 7,000 options granted under the issuer's Long-Term Incentive Plan exercisable as follows: 2,333 on 3/12/98, 2,333 on 3/12/99 and 2,334 on 3/12/00.

4. Grant to the reporting person's wife of 10,000 options granted under the issuer's Long-Term Incentive Plan exercisable as follows: 3,333 on 7/10/04, 3,333 on 7/10/05 and 3,334 on 7/10/06. The 3,333 options scheduled to vest on 7/10/05 and the 3,334 options scheduled to vest on 7/10/06 have lapsed without vesting.

5. Grant to the reporting person of 40,000 options granted under the issuer's Long-Term Incentive Plan exercisable as follows: 13,333 on 7/10/03, 13,333 on 7/10/04 and 13,334 on 7/10/05.

6. Grant to the reporting person's wife of 3,000 options granted under the issuer's Long-Term Incentive Plan exercisable as follows: 1,000 on 2/12/99, 1,000 on 2/12/00 and 1,000 on 2/12/01.

7. Grant to the reporting person's wife of 10,000 options granted under the issuer's Long-Term Incentive Plan exercisable as follows: 3,333 on 2/15/01, 3,333 on 2/15/02 and 3,334 on 2/15/03.

8. Grant to the reporting person's wife of 10,140 options granted under the issuer's Long-Term Incentive Plan exercisable as follows: 3,380 on 7/14/02, 3,380 on 7/14/03 and 3,380 on 7/14/04. The 3,380 options scheduled to vest on 7/14/04 did not vest.

9. The reporting person previously transferred 20,000 of these options to his ex-wife pursuant to a domestic relations order.

	/s/ William E. Turcotte By Power of Attorney	12/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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