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

                                    FORM 8-K

                                 CURRENT REPORT
     Persuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)     May 28, 2004

                                      TODCO
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             (Exact name of registrant as specified in its charter)

Delaware                             1-31983                   76-0544217
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(State or other jurisdiction         (Commission              (IRS Employer
         of incorporation)           File Number)            Identification No.)

2000 W. Sam Houston Parkway South, Suite 800, Houston, Texas        77042-3615
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       (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code   (713) 278-6000
                                                   -----------------------------

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          (Former name or former address, if changed since last report)



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c)      Exhibits.

Exhibit number    Description
--------------    -----------

99.1              Monthly Rig Status Report as of May 28, 2004


ITEM 9.  REGULATION FD DISCLOSURE
         ------------------------

         The Registrant  hereby  incorporates  by reference into this Item 9 the
monthly rig status  report,  as of May 28, 2004, of the  Registrant  attached as
Exhibit 99.1 which is being  furnished in accordance  with Rule 101(e)(1)  under
Regulation FD and shall not be deemed to be filed.

         Statements  in this report that  contain  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, include, but are
not limited to,  statements  regarding the current term, start and end dates and
comments  concerning  future contracts and availability and other aspects of the
Registrant's  drilling rigs. Such statements are inherently subject to a variety
of risks and uncertainties  that could cause actual results to differ materially
from those anticipated or projected. A discussion of the risk factors that could
impact  these  areas  and  the  Registrant's   overall  business  and  financial
performance can be found in the  Registrant's  reports and other documents filed
with the  Securities  and Exchange  Commission.  These  factors  include,  among
others, early termination by the customer pursuant to the contract or otherwise,
cancellation  or  completion  of certain  contracts  or  projects  earlier  than
expected, operating hazards, general economic and business conditions,  casualty
losses,  industry  fleet  capacity,  changes in foreign and domestic oil and gas
exploration and production activity, competition, changes in foreign, political,
social and economic  conditions,  regulatory  initiatives  and  compliance  with
governmental  regulations,  customer preferences and various other matters, many
of which are beyond the registrant's  control.  Given these concerns,  investors
and analysts should not place undue reliance on forward-looking statements. Each
forward-looking  statement  speaks only as of the date of the rig status report,
and the  Registrant  undertakes no  obligation to publicly  update or revise any
forward-looking statement.



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

                                                  TODCO


                                                  By:    /s/  T. Scott O'Keefe
                                                         -----------------------
                                                         T. Scott O'Keefe
                                                         Senior Vice President &
                                                         Chief Financial Officer



Dated:   May 28, 2004



                                  EXHIBIT INDEX


Exhibit number    Description
--------------    -----------

99.1              Monthly Rig Status Report as of May 28, 2004