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 INSTITUTE

(Last)

(First)

(Middle)

11611 SAN VICENTE BLVD

SUITE 545

(Street)

LOS ANGELES

90049

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2004

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

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

	Form filed by One Reporting Person
X	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	09/17/2004		C		95,500	A	⁽¹⁾	236,715⁽²⁾⁽³⁾	D
Common Stock	09/17/2004		S		22,500	D	$38	214,215⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		23,000	D	$38.2	191,215⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		9,000	D	$38.4	182,215⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		11,000	D	$38.5	171,215⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		5,000	D	$38.83	166,215⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		2,500	D	$39.08	163,715⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		10,000	D	$39.15	153,715⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		7,500	D	$39.35	146,215⁽³⁾⁽⁴⁾	D
Common Stock	09/17/2004		S		5,000	D	$39.55	141,215⁽³⁾⁽⁵⁾	D
Common Stock	09/17/2004		C		95,500	A	⁽¹⁾	1,427,935⁽³⁾⁽⁶⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		22,500	D	$38	1,405,435⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		23,000	D	$38.2	1,382,435⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		9,000	D	$38.4	1,373,435⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		11,000	D	$38.5	1,362,435⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		5,000	D	$38.83	1,357,435⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		2,500	D	$39.08	1,354,935⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		10,000	D	$39.15	1,344,935⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		7,500	D	$39.35	1,337,435⁽³⁾⁽⁴⁾	I	By Trust⁽⁷⁾
Common Stock	09/17/2004		S		5,000	D	$39.55	1,332,435⁽³⁾⁽⁵⁾	I	By Trust⁽⁷⁾

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⁾	09/17/2004		C			95,500	⁽¹⁾	⁽⁸⁾	Common Stock	95,500	⁽¹⁾	141,215	D
Class B Common Stock	⁽¹⁾	09/17/2004		C			95,500	⁽¹⁾	⁽⁸⁾	Common Stock	95,500	⁽¹⁾	1,332,435	I	By Trust⁽⁷⁾

1. Name and Address of Reporting Person^*

SEAVER INSTITUTE

(Last)

(First)

(Middle)

11611 SAN VICENTE BLVD

SUITE 545

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRUST UNDER PAR V OF THE WILL OF FRANK R SEAVER DECEASED

(Last)

(First)

(Middle)

11611 SAN VICENTE BLVD

SUITE 545

(Street)

LOS ANGELES

90049

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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. Consist of 95,500 shares of Common stock and 141,215 shares of Class B Common stock.

3. The Class B Common stock is convertible ay any time by the holder for an equivalent number of shares of Common stock. Shares of Class B Common stock are also reported in Table II.

4. Consist of shares of Common stock and shares of Class B Common stock.

5. Consist of shares of Class B Common stock.

6. Consist of 95,500 shares of Common stock and 1,332,435 shares of Class B Common stock.

7. These securities are owned by the Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased. The Seaver Institute serves as the sole trustee of such trust, the beneficiaries of which are various educational and religious institutions.

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

Remarks:

(1) This is a joint filing by The Seaver Institute and the Trust Under Paragraph VIII of the Will of Frank R. Seaver, Deceased. (2) Attorney-in-fact for the Seaver Institute, Individually, and the Seaver Institute, as Trustee of the Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased.

	/s/ Andrew W. Ricks, Attorney-in-fact (see remark (2))	09/20/2004
	** 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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