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TRANSOCEAN OFFSHORE INC.
4 Greenway Plaza
Houston, Texas 77046
(713) 871-7500
July 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk, Stop 1-4
Re: Transocean Offshore Inc.
Withdrawal of Post Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 333-24457)
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 1 to the Registration
Statement (Reg. No. 333-24457) on Form S-3 (the "Original Registration
Statement") of Transocean Offshore Inc., a Delaware corporation (the "Company"),
which amendment was filed with the Securities and Exchange Commission (the
"Commission") on June 30, 1998. The Company hereby applies pursuant to Rule 477
under the Securities Act of 1933, as amended, for withdrawal of Post-Effective
Amendment No. 1. This application for withdrawal is being made pursuant to the
request of the staff of the Commission, and in lieu of the post-effective
amendment, the Company is filing a new registration statement on Form S-3
pursuant to Rule 429 that will include a combined prospectus which relates to
the Original Registration Statement.
Please address any questions or comments with respect to the foregoing to
Nicolas J. Evanoff, Associate General Counsel of the Company, at 713-871-7601.
Very truly yours,
/s/ Eric B. Brown
Eric B. Brown
cc: Ms. Sonia Galindo (SEC)
