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^*

SEAVER RICHARD C

(Last)

(First)

(Middle)

3300 NORTH SAM HOUSTON PARKWAY EAST

(Street)

HOUSTON

77032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYDRIL CO [ HYDL ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chariman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2004

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)
Common stock	08/16/2004		C		25,000⁽²⁾	A	⁽¹⁾	1,657,500	D
Common stock	08/16/2004		S		25,000⁽²⁾	D	$32.902	1,632,500⁽⁴⁾	D
Common stock								473,750⁽⁴⁾⁽⁵⁾	I	By trust⁽⁵⁾

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)
Class B Common stock	⁽¹⁾	08/16/2004		C			25,000⁽²⁾	⁽¹⁾	⁽³⁾	Common stock	25,000	⁽¹⁾	1,632,500	D
Class B Common stock	⁽¹⁾							⁽¹⁾	⁽³⁾	Common stock	⁽¹⁾		473,750⁽⁵⁾	I	By trust⁽⁵⁾

Explanation of Responses:

1. Class B Common stock is convertible at any time by the holder for an equivalent number of shares of Common stock on a one-for-one basis.

2. All of the transactions reported on this Form were effected pursuant to a Rule 10b5-1 sales plan initiated on August 12, 2004.

3. There is no applicable expiration date for the Class B Common stock.

4. Consists of shares of Class B Common stock. The Class B Common stock is convertible at any time by the holder for an equivalent number of shares of Common stock. Shares of Class B Common stock are also reported on Table II.

5. These shares are held in trust. The beneficiaries of the trust include the reporting person and members of his immediate family. The reporting person is one of three trustees of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities (other than those in which he has a pecuniary interest) for purposes of Section 16 or for any other purpose.

	/s/ Chris D. North Attorney-in-Fact	08/17/2004
	** 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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