<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2004
                          REGISTRATION NO. 333-________

                       ----------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                      TODCO
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE
  (STATE OR OTHER JURISDICTION                           76-0544217
OF INCORPORATION OR ORGANIZATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                 2000 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 800
                              HOUSTON, TEXAS 77042
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                         TODCO LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                               RANDALL A. STAFFORD
                               -------------------
                       VICE PRESIDENT AND GENERAL COUNSEL
                       ----------------------------------
                                      TODCO
                                      -----
                 2000 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 800
                 ----------------------------------------------
                                HOUSTON, TX 77042
                                -----------------
                                 (713) 278-6000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
   SECURITIES TO BE            AMOUNT TO BE           OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
      REGISTERED                REGISTERED                SHARE (2)                 PRICE (2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                      <C>                   <C>
       CLASS A
     COMMON STOCK            3,000,000 SHARES               $13.53                 $40,590,000             $5,143
 (par value $.01 per
      share) (1)
---------------------------------------------------------------------------------------------------------------------
  Preferred stock                   ________                  ________                 ________              ________
purchase rights (3)
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

<PAGE>

         1.       Pursuant to Rule 416 under the Securities Act of 1933, shares
issuable upon any split in shares, dividend in shares or similar transaction
with respect to these shares are also being registered hereunder.

         2.       Estimated solely for the purposes of calculating the amount of
the registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average of the high and low price of the
Registrant's Class A common stock as reported on the New York Stock Exchange on
February 5, 2004.

         3.       Each share of our Class A common stock includes an associated
preferred stock purchase right. Rights initially will trade together with the
Class A common stock. The value attributable to the rights, if any, will be
reflected in the market price of the Class A common stock.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Note: The document(s) containing the employee benefit plan information
 required by Item 1 of Form S-8 and the statement of availability of registrant
 information and any other information required by Item 2 of Form S-8 will be
 sent or given to participants as specified by Rule 428 under the Securities Act
 of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
 requirements of Part I of Form S-8, such documents are not being filed with the
 Securities and Exchange Commission (the "Commission") either as part of this
 Registration Statement or as prospectuses or prospectus supplements pursuant to
 Rule 424 under the Securities Act. The registrant shall maintain a file of such
 documents in accordance with the provisions of Rule 428. Upon request, the
 registrant shall furnish to the Commission or its staff a copy or copies of all
 of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by TODCO, a
Delaware corporation (the "Company"):

         1.       The Company's prospectus, dated February 4, 2004, as filed
                  with the Commission pursuant to Rule 424(b) of the Securities
                  Act; and

         2.       The description of the Company's Class A common stock, par
                  value $.01 per share ("Class A common stock") contained in the
                  Company's Registration Statement on Form 8-A, as filed with
                  the Commission on February 4, 2004, pursuant to the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act").

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filling of such
documents.

         Any statement contained in this Registration Statement, in any
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently-filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

         EXPERTS. The consolidated financial statements and schedule of TODCO at
December 31, 2002 and 2001 and the related Post-Transaction Merger consolidated
statements of operations, comprehensive loss, equity and cash flows for the year
ended December 31, 2002 and the period from February 1, 2001 to December 31,
2001, and the related Pre-Transocean Merger consolidated statements of
operations, comprehensive loss, equity and cash flows for the period from
January 1, 2001 to January 31, 2001 and the year ended December 31, 2000,
appearing in the Company's Prospectus and Registration Statement on Form S-1
(No. 333-101921), have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
<PAGE>
         ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable

         ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The opinion of Mr. Randall A. Stafford is included in this registration
statement as Exhibit 5.1. Mr. Stafford is our Vice President, General Counsel
and Corporate Secretary and will receive upon closing of our initial public
offering options to purchase 7,367 shares of our Class A common stock and 2,394
shares of our restricted stock.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         TODCO is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of Title 8 of the Delaware Code gives a corporation power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

         Section 145 also gives a corporation power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. Section 145
further provides that, to the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

         Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him
under Section 145.

         TODCO's Third Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for the indemnification of and advancement
of expenses to officers and directors to the fullest extent permitted by the
Delaware General Corporation Law and include related provisions meant to
facilitate the indemnitees' receipt of such benefits. These provisions cover,
among other things, (1) specification of the method of determining entitlement
to indemnification and the selection of independent counsel that will in some
cases make this determination, (2) specification of time periods by which some
payments or determinations must be made and actions must be taken and (3) the
establishment of specified presumptions in favor of an indemnitee. The benefits
of some of these provisions are available to an indemnitee only if there has
been a change in control.

<PAGE>

TODCO also expects to enter into indemnification agreements with its directors
and executive officers that will provide for similar benefits.

         All of TODCO's directors and officers will be covered by insurance
policies maintained by TODCO against certain liabilities for actions taken in
their capacities as such, including liabilities under the Securities Act.

         An agreement between TODCO and Transocean, Inc. referred to as the
Master Separation Agreement contains indemnification provisions under which we
and Transocean each indemnify the other with respect to the liabilities of our
businesses, breaches by the indemnifying party of the master separation
agreement or any ancillary agreements and against liabilities arising from
misstatements or omissions by the indemnifying party in the prospectus or the
registration statement of which it is a part, as more fully described in the
prospectus. The master separation agreement only requires Transocean to
indemnify us for misstatements or omissions in the prospectus or the
registration statement with respect to information regarding Transocean provided
by Transocean in writing to us.

         ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

         ITEM 8. EXHIBITS.

         (a)      The following exhibits are filed as part of this Registration
Statement or incorporated by reference:

<TABLE>
<CAPTION>
Exhibit
-------
Number                                     Description
------                                     -----------
<S>               <C>
4.1*              Third Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-101921)).

4.2*              Amended and Restated Bylaws (incorporated herein by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Forms S-1 (Registration No. 333-101921)).

4.3*              Form of Rights Agreement between TODCO and The Bank of New
                  York (incorporated herein by reference to Exhibit 3.3 to the
                  Company's Registration Statement on Forms S-1 (Registration
                  No. 333- 101921)).

4.4*              Form of Certificate of Designations of Series A Junior
                  Participating Preferred Stock (incorporated herein by
                  reference to Exhibit A to Exhibit 3.3 to the Company's
                  Registration Statement on Forms S-1 (Registration No.
                  333-101921)).

4.5*              Specimen Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.6*              TODCO Long Term Incentive Plan (incorporated by reference to
                  Exhibit 10.6 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.7               Form of Option Recipient Letter.

4.8               Form of Restricted Stock Recipient Letter.

                  The Company is a party to several debt instruments under which
the total amount of securities authorized does not exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, the Company agrees to
furnish a copy of such instruments to the Commission upon request.

5.1               Opinion of Randall A. Stafford.
</TABLE>

<PAGE>

<TABLE>
<S>               <C>
23.1              Consent of Randall A. Stafford (included in Exhibit 5).

23.2              Consent of Ernst & Young LLP.

24.1              Powers of Attorney.
</TABLE>

* Incorporated herein by reference as indicated.

         ITEM 9. UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

         (i)      to include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

         (iii)    to include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement.

         Provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the Securities
         and Exchange Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act that are incorporated by
         reference in this Registration Statement.

         (2)      That, for the purposes of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (b)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (c)      The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filling of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filling
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

         (d)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by the registrant of
         expenses incurred or paid by a director, officer or controlling person
         of the registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or


<PAGE>

         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on the 9th day February, 2004.

                                          TODCO

                                          By        /s/ Jan Rask
                                            ------------------------------------
                                                        Jan Rask
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 9, 2004.

<TABLE>
<CAPTION>
             SIGNATURE                                        TITLE
             ---------                                        -----
<S>                                       <C>
          /s/ Jan Rask                    President and Chief Executive Officer and Director
----------------------------------        (Principal Executive Officer)
              Jan Rask

      /s/ T. Scott O'Keefe                Senior Vice President and Chief Financial Officer
----------------------------------        (Principal Financial Officer)
          T. Scott O'Keefe

      /s/ Dale W. Wilhelm                 Vice President and Controller
----------------------------------        (Principal Accounting Officer)
          Dale W. Wilhelm

                  *                       Director
----------------------------------
        Gregory L. Cauthen

                  *                       Director
----------------------------------
         Robert L. Long

                  *                       Director
----------------------------------
         J. Michael Talbert

* By: /s/ T. Scott O'Keefe
     -----------------------------
          T. Scott O'Keefe
          (Attorney-in-Fact)
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
-------
Number                                     Description
------                                     -----------
<S>               <C>
4.1*              Third Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-101921)).

4.2*              Amended and Restated Bylaws (incorporated herein by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Forms S-1 (Registration No. 333-101921)).

4.3*              Form of Rights Agreement between TODCO and The Bank of New
                  York (incorporated herein by reference to Exhibit 3.3 to the
                  Company's Registration Statement on Forms S-1 (Registration
                  No. 333- 101921)).

4.4*              Form of Certificate of Designations of Series A Junior
                  Participating Preferred Stock (incorporated herein by
                  reference to Exhibit A to Exhibit 3.3 to the Company's
                  Registration Statement on Forms S-1 (Registration No.
                  333-101921)).

4.5*              Specimen Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.6*              TODCO Long Term Incentive Plan (incorporated by reference to
                  Exhibit 10.6 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.7               Form of Option Recipient Letter.

4.8               Form of Restricted Stock Recipient Letter.

                  The Company is a party to several debt instruments under which
the total amount of securities authorized does not exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, the Company agrees to
furnish a copy of such instruments to the Commission upon request.

5.1               Opinion of Randall A. Stafford.

23.1              Consent of Randall A. Stafford (included in Exhibit 5).

23.2              Consent of Ernst & Young LLP.

24.1              Powers of Attorney.
</TABLE>

* Incorporated herein by reference as indicated.
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{"company-data": {"conformed-name": "TODCO", "cik": "0001210697", "assigned-sic": "1381", "irs-number": "760544217", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112641", "film-number": "04579206"}, "business-address": {"street1": "4 GREENWAY PLAZA", "city": "HOUSTON", "state": "TX", "zip": "77046", "phone": "7132327500"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2004
                          REGISTRATION NO. 333-________

                       ----------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                      TODCO
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE
  (STATE OR OTHER JURISDICTION                           76-0544217
OF INCORPORATION OR ORGANIZATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                 2000 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 800
                              HOUSTON, TEXAS 77042
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                         TODCO LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                               RANDALL A. STAFFORD
                               -------------------
                       VICE PRESIDENT AND GENERAL COUNSEL
                       ----------------------------------
                                      TODCO
                                      -----
                 2000 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 800
                 ----------------------------------------------
                                HOUSTON, TX 77042
                                -----------------
                                 (713) 278-6000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
   SECURITIES TO BE            AMOUNT TO BE           OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
      REGISTERED                REGISTERED                SHARE (2)                 PRICE (2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
CLASS A
     COMMON STOCK            3,000,000 SHARES               $13.53                 $40,590,000             $5,143
 (par value $.01 per
      share) (1)
---------------------------------------------------------------------------------------------------------------------
  Preferred stock                   ________                  ________                 ________              ________
purchase rights (3)
---------------------------------------------------------------------------------------------------------------------
Notes:
1.       Pursuant to Rule 416 under the Securities Act of 1933, shares
issuable upon any split in shares, dividend in shares or similar transaction
with respect to these shares are also being registered hereunder.

         2.       Estimated solely for the purposes of calculating the amount of
the registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average of the high and low price of the
Registrant's Class A common stock as reported on the New York Stock Exchange on
February 5, 2004.

         3.       Each share of our Class A common stock includes an associated
preferred stock purchase right. Rights initially will trade together with the
Class A common stock. The value attributable to the rights, if any, will be
reflected in the market price of the Class A common stock.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Note: The document(s) containing the employee benefit plan information
 required by Item 1 of Form S-8 and the statement of availability of registrant
 information and any other information required by Item 2 of Form S-8 will be
 sent or given to participants as specified by Rule 428 under the Securities Act
 of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
 requirements of Part I of Form S-8, such documents are not being filed with the
 Securities and Exchange Commission (the "Commission") either as part of this
 Registration Statement or as prospectuses or prospectus supplements pursuant to
 Rule 424 under the Securities Act. The registrant shall maintain a file of such
 documents in accordance with the provisions of Rule 428. Upon request, the
 registrant shall furnish to the Commission or its staff a copy or copies of all
 of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by TODCO, a
Delaware corporation (the "Company"):

         1.       The Company's prospectus, dated February 4, 2004, as filed
                  with the Commission pursuant to Rule 424(b) of the Securities
                  Act; and

         2.       The description of the Company's Class A common stock, par
                  value $.01 per share ("Class A common stock") contained in the
                  Company's Registration Statement on Form 8-A, as filed with
                  the Commission on February 4, 2004, pursuant to the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act").

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filling of such
documents.

         Any statement contained in this Registration Statement, in any
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently-filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

         EXPERTS. The consolidated financial statements and schedule of TODCO at
December 31, 2002 and 2001 and the related Post-Transaction Merger consolidated
statements of operations, comprehensive loss, equity and cash flows for the year
ended December 31, 2002 and the period from February 1, 2001 to December 31,
2001, and the related Pre-Transocean Merger consolidated statements of
operations, comprehensive loss, equity and cash flows for the period from
January 1, 2001 to January 31, 2001 and the year ended December 31, 2000,
appearing in the Company's Prospectus and Registration Statement on Form S-1
(No. 333-101921), have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable

         ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The opinion of Mr. Randall A. Stafford is included in this registration
statement as Exhibit 5.1. Mr. Stafford is our Vice President, General Counsel
and Corporate Secretary and will receive upon closing of our initial public
offering options to purchase 7,367 shares of our Class A common stock and 2,394
shares of our restricted stock.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         TODCO is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of Title 8 of the Delaware Code gives a corporation power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

         Section 145 also gives a corporation power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. Section 145
further provides that, to the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

         Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him
under Section 145.

         TODCO's Third Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for the indemnification of and advancement
of expenses to officers and directors to the fullest extent permitted by the
Delaware General Corporation Law and include related provisions meant to
facilitate the indemnitees' receipt of such benefits. These provisions cover,
among other things, (1) specification of the method of determining entitlement
to indemnification and the selection of independent counsel that will in some
cases make this determination, (2) specification of time periods by which some
payments or determinations must be made and actions must be taken and (3) the
establishment of specified presumptions in favor of an indemnitee. The benefits
of some of these provisions are available to an indemnitee only if there has
been a change in control.
TODCO also expects to enter into indemnification agreements with its directors
and executive officers that will provide for similar benefits.

         All of TODCO's directors and officers will be covered by insurance
policies maintained by TODCO against certain liabilities for actions taken in
their capacities as such, including liabilities under the Securities Act.

         An agreement between TODCO and Transocean, Inc. referred to as the
Master Separation Agreement contains indemnification provisions under which we
and Transocean each indemnify the other with respect to the liabilities of our
businesses, breaches by the indemnifying party of the master separation
agreement or any ancillary agreements and against liabilities arising from
misstatements or omissions by the indemnifying party in the prospectus or the
registration statement of which it is a part, as more fully described in the
prospectus. The master separation agreement only requires Transocean to
indemnify us for misstatements or omissions in the prospectus or the
registration statement with respect to information regarding Transocean provided
by Transocean in writing to us.

         ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

         ITEM 8. EXHIBITS.

         (a)      The following exhibits are filed as part of this Registration
Statement or incorporated by reference:
Exhibit
-------
Number                                     Description
------                                     -----------
4.1*              Third Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-101921)).

4.2*              Amended and Restated Bylaws (incorporated herein by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Forms S-1 (Registration No. 333-101921)).

4.3*              Form of Rights Agreement between TODCO and The Bank of New
                  York (incorporated herein by reference to Exhibit 3.3 to the
                  Company's Registration Statement on Forms S-1 (Registration
                  No. 333- 101921)).

4.4*              Form of Certificate of Designations of Series A Junior
                  Participating Preferred Stock (incorporated herein by
                  reference to Exhibit A to Exhibit 3.3 to the Company's
                  Registration Statement on Forms S-1 (Registration No.
                  333-101921)).

4.5*              Specimen Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.6*              TODCO Long Term Incentive Plan (incorporated by reference to
                  Exhibit 10.6 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.7               Form of Option Recipient Letter.

4.8               Form of Restricted Stock Recipient Letter.

                  The Company is a party to several debt instruments under which
the total amount of securities authorized does not exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, the Company agrees to
furnish a copy of such instruments to the Commission upon request.

5.1               Opinion of Randall A. Stafford.
23.1              Consent of Randall A. Stafford (included in Exhibit 5).

23.2              Consent of Ernst & Young LLP.

24.1              Powers of Attorney.
* Incorporated herein by reference as indicated.

         ITEM 9. UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

         (i)      to include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

         (iii)    to include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement.

         Provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the Securities
         and Exchange Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act that are incorporated by
         reference in this Registration Statement.

         (2)      That, for the purposes of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (b)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (c)      The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filling of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filling
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

         (d)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by the registrant of
         expenses incurred or paid by a director, officer or controlling person
         of the registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on the 9th day February, 2004.

                                          TODCO

                                          By        /s/ Jan Rask
                                            ------------------------------------
                                                        Jan Rask
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 9, 2004.
SIGNATURE                                        TITLE
             ---------                                        -----
/s/ Jan Rask                    President and Chief Executive Officer and Director
----------------------------------        (Principal Executive Officer)
              Jan Rask

      /s/ T. Scott O'Keefe                Senior Vice President and Chief Financial Officer
----------------------------------        (Principal Financial Officer)
          T. Scott O'Keefe

      /s/ Dale W. Wilhelm                 Vice President and Controller
----------------------------------        (Principal Accounting Officer)
          Dale W. Wilhelm

                  *                       Director
----------------------------------
        Gregory L. Cauthen

                  *                       Director
----------------------------------
         Robert L. Long

                  *                       Director
----------------------------------
         J. Michael Talbert

* By: /s/ T. Scott O'Keefe
     -----------------------------
          T. Scott O'Keefe
          (Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit
-------
Number                                     Description
------                                     -----------
4.1*              Third Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-101921)).

4.2*              Amended and Restated Bylaws (incorporated herein by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Forms S-1 (Registration No. 333-101921)).

4.3*              Form of Rights Agreement between TODCO and The Bank of New
                  York (incorporated herein by reference to Exhibit 3.3 to the
                  Company's Registration Statement on Forms S-1 (Registration
                  No. 333- 101921)).

4.4*              Form of Certificate of Designations of Series A Junior
                  Participating Preferred Stock (incorporated herein by
                  reference to Exhibit A to Exhibit 3.3 to the Company's
                  Registration Statement on Forms S-1 (Registration No.
                  333-101921)).

4.5*              Specimen Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.6*              TODCO Long Term Incentive Plan (incorporated by reference to
                  Exhibit 10.6 to the Company's Registration Statement on Forms
                  S-1 (Registration No. 333-101921)).

4.7               Form of Option Recipient Letter.

4.8               Form of Restricted Stock Recipient Letter.

                  The Company is a party to several debt instruments under which
the total amount of securities authorized does not exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, the Company agrees to
furnish a copy of such instruments to the Commission upon request.

5.1               Opinion of Randall A. Stafford.

23.1              Consent of Randall A. Stafford (included in Exhibit 5).

23.2              Consent of Ernst & Young LLP.

24.1              Powers of Attorney.
* Incorporated herein by reference as indicated.