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

         DIVISION OF
CORPORATION FINANCE
  Mail Stop 7010

      March 24, 2006

Mr. Jon A. Marshall, President and CEO
GlobalSantaFe Corporation
15375 Memorial Drive
Houston, Texas 77079

      Re:	Schedule 14A
      Filed March 9, 2006
		File No. 1-14634

		Form 10-K for the fiscal year ended December 31, 2005
		Filed March 7, 2006
		File No. 1-14634

Dear Mr. Marshall:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 10-K for the fiscal year ended December 31, 2005

General

1. We note that the 10-K includes no disclosure regarding your 40%
interest in Arab Drilling & Workover Company, a Libyan company
that
operates in Syria.  In light of the fact that Syria has been
identified by the U.S. State Department as a state sponsor of
terrorism, and is subject to U.S. economic sanctions,  please
describe
for us the extent and nature of your past, current, and
anticipated
contacts with Syria, whether through subsidiaries or other
affiliated
entities, joint ventures, or other direct or indirect
arrangements;
advise us of the materiality to you of your contacts with Syria;
and
advise us of your view as to whether those contacts constitute a
material investment risk for your security holders.  In preparing
your
response please consider that evaluations of materiality should
not be
based solely on quantitative factors, but should include
consideration
of all factors that a reasonable investor would deem important in
making an investment decision, including the potential impact of
corporate activities upon a company`s reputation and share value.
In
this regard, we note that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by these actions
directed
toward companies that operate in Syria.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	Please contact Carmen Moncada-Terry at (202) 551-3687 or me
at
(202) 551-3740 with any questions.


      Sincerely,



      H. Roger Schwall
      Assistant Director


cc:	J. Guggenheim
      C. Moncada-Terry

      VIA FACSIMILE
      Rennae Henry, Esq.
      Baker Botts LLP
      (713) 229-2784
Mr. Jon A. Marshall
GlobalSantaFe Corporation
March 24, 2006
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