<PAGE>
As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------------------
ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 76-0232579
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------------------------------------------
ENSCO INTERNATIONAL INCORPORATED
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
------------------------------------------------------------------
C. CHRISTOPHER GAUT
ENSCO International Incorporated
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
ALBERT G. McGRATH, JR.
ENSCO International Incorporated
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
------------------------------------------------------------------<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering registration
registered <F1> registered per share <F2> price <F2> fee
---------------------------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 300,000 shares $30.50 $9,150,000 $3,155
<FN>
<F1> Shares of common stock of ENSCO International Incorporated (the
"Company"), $.10 par value per share (the "Common Stock"), being
registered hereby relate to the ENSCO International Incorporated
1996 Non-Employee Directors Stock Option Plan (the "Non Employee
Plan"). Pursuant to Rule 416 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), there are also being
registered such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the Non
Employee Plan.
<F2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities
Act on the basis of the average of the high and low sale prices of
the Common Stock on August 21, 1996, as reported on the New York
Stock Exchange.
</FN>
</TABLE>
___________________________________________________________________________<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a), (b) and (c) below are hereby
incorporated by reference into this Registration Statement. All documents
subsequently filed by ENSCO International Incorporated ("ENSCO") pursuant
to Sections 13 (a), 13 (c ), 14 or 15 (d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this Registration
Statement which indicates that all shares of common stock, par value $0.10
per share (the "Common Shares"), offered hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing
of such documents.
1. Annual Report on Form 10-K for the year ended December 31, 1995,
as amended (the "ENSCO 1995 Form 10-K");
2. Annual Report on Form 10-K/A for the year ended December 31,
1995, filed with the Commission on May 9, 1996;
3. Annual Report on Form 10-K/A-2 for the year ended December 31,
1996, filed with the Commission on May 10, 1996;
4. Quarterly Report on Form 10-Q for the three months ended March
31, 1996;
5. Quarterly Report on Form 10-Q for the three months ended June
30, 1996;
6. All other reports filed pursuant to Section 13 (a) or 15 (d) of
the Exchange Act since the end of the fiscal year covered by the
registrant s documents referred to in 1, 2 and 3 above;
7. The description of ENSCO Common Stock contained in its
Registration Statement on Form 8-B, filed with the Commission
November 12, 1987, and the Registration Statement on Form 8-A, filed
with the Commission on February 3, 1981, as amended by Form 8, filed
with the Commission on August 22, 1985; and
8. The description of ENSCO's Preferred Share Purchase Rights
contained in its Registration Statement on Form 8-A filed with the
Commission on February 23, 1995.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except
actions by or in the right of the corporation if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection
with the matters in issue, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that in connection with
the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors and
officers against expenses actually and reasonably incurred by them if, in
connection with the matters in issue, they acted in good faith, in a manner
they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made with respect to
any claim, issue or matter as to which such person has been adjudged liable
for negligence or misconduct unless the Court of Chancery or the court in
which such action or suit is brought approves such indemnification.
Section 145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw provisions
and otherwise, and to purchase indemnity insurance on behalf of its
directors and officers.
Article Fifteen of the ENSCO Certificate of Incorporation provides, in
general, that the Registrant must indemnify its directors and officers
under certain of the circumstances defined in Section 145, and that no
director of ENSCO will be personally liable to ENSCO or its stockholders
for monetary damages for any breach of such director's fiduciary duty, with
certain exceptions. This Article further allows ENSCO to purchase and
maintain insurance on behalf of its directors, officers, employees, or
agents and to provide for such indemnification by means of a trust fund,
security interest, letter of credit, surety bond, contract, and/or similar
arrangement. The directors and officers of ENSCO and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such, including liabilities under
the Securities Act, under a liability insurance policy carried by ENSCO.
ENSCO has also entered into agreements with its officers and directors
which essentially provide that ENSCO will indemnify the officers and
directors to the extent set forth in the Certificate of Incorporation and
Bylaws of ENSCO.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None<PAGE>
ITEM 8. EXHIBITS
Exhibit
Number Description
------- -----------
* 4.1 ENSCO International Incorporated 1996 Non-Employee Directors
Stock Option Plan
* 5.1 Opinion of Albert G. McGrath, Jr.
*23.1 Consent of Albert G. McGrath, Jr. (included in Exhibit 5.1)
*23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (included on the signature page of the
Registration Statement)
______________
* Filed herewith.
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 the 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 the 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 a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to
the Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.<PAGE>
(2) That, for the purpose 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act 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
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.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on August 21, 1996.
ENSCO INTERNATIONAL INCORPORATED
By: /s/ Carl F. Thorne
---------------------------
CARL F. THORNE
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and appoints Carl F. Thorne, Richard A. Wilson and
C. Christopher Gaut, and each of them, either one of whom may act without
joinder of the others, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-
effective amendments to this Registration Statement as that attorney-in-
fact may deem necessary or appropriate.
SIGNATURE TITLE DATE
- --------- ----- ----
Chairman of the Board,
/s/ Carl F. Thorne President,
- --------------------------- Chief Executive Officer
CARL F. THORNE and Director August 21, 1996
/s/ Richard A. Wilson Senior Vice President,
- --------------------------- Chief Operating Officer
RICHARD A. WILSON and Director August 21, 1996
/s/ C. Christopher Gaut
- --------------------------- Vice President, Chief
C. CHRISTOPHER GAUT Financial Officer August 21, 1996
/s/ H.E. Malone Vice President, Chief
- --------------------------- Accounting Officer and
H.E. MALONE Controller August 21, 1996
/s/ Craig I. Fields
- --------------------------- Director
CRAIG I. FIELDS August 21, 1996
/s/ Orville D. Gaither, Sr.
- --------------------------- Director
ORVILLE D. GAITHER, SR. August 21, 1996
/s/ Gerald W. Haddock
- --------------------------- Director
GERALD W. HADDOCK August 21, 1996
/s/ Dillard S. Hammett
- --------------------------- Director
DILLARD S. HAMMETT August 21, 1996
/s/ Thomas L. Kelly, II
- --------------------------- Director
THOMAS L. KELLY, II August 21, 1996
/s/ Morton H. Meyerson
- --------------------------- Director
MORTON H. MEYERSON August 21, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 ENSCO International Incorporated 1996 Non-Employee Directors
Stock Option Plan
5.1 Opinion of Albert G. McGrath, Jr.
23.2 Consent of Price Waterhouse LLP<PAGE>
<PAGE>
ENSCO INTERNATIONAL INCORPORATED
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
INTRODUCTION
On February 21, 1996 (the "Effective Date") the Board of Directors
of ENSCO International Incorporated (the "Company") adopted the following
1996 Non-Employee Directors Stock Option Plan:
1. PURPOSE. The purpose of the Plan is to provide Non-Employee
Directors of the Company with a proprietary interest in the Company
through the granting of options which will
(a) increase the interest of the Non-Employee Directors in
the Company s welfare;
(b) furnish an incentive to the Non-Employee Directors to
continue their services for the Company; and
(c) provide a means through which the Company may attract
able persons to serve on the Board.
2. ADMINISTRATION. The Plan will be administered by the Board.
3. PARTICIPANTS. All Non-Employee Directors of the Company are
to be granted options under the Plan, and upon such grant will become
participants in the Plan.
4. SHARES SUBJECT TO PLAN. Options may not be granted under
the Plan for more than 300,000 shares of Common Stock of the Company,
but this number shall be adjusted to reflect, if deemed appropriate by
the Board, any stock dividend, stock split, share combination, reca-
pitalization or the like, of or by the Company. Shares to be optioned
and sold may be made available from either authorized but unissued
Common Stock or Common Stock held by the Company in its treasury.
Shares that by reason of the expiration of an option or otherwise are
no longer subject to purchase pursuant to an option granted under the
Plan may be reoffered under the Plan.
5. ALLOTMENT OF SHARES. Subject to approval by the Company's
stockholders pursuant to Section 5(d), grants of options under the
Plan shall be as described in this Section 5.
(a) Each Non-Employee Director of the Company elected after
the Effective Date at the annual stockholders meeting who has not
previously served as a director of the Company shall be granted
an option, effective as of the Grant Date, to purchase 7,500
shares of Common Stock of the Company.
(b) Each Non-Employee Director of the Company appointed
after the Effective Date to fill a vacancy in the Board who has
not previously served as a director of the Company shall be
granted an option, effective as of the Grant Date, to purchase
7,500 shares of Common Stock of the Company.<PAGE>
(c) Each other Non-Employee Director of the Company elected
at, or continuing to serve following, each annual stockholders
meeting, commencing with the 1996 annual meeting, shall be
granted an option, effective as of the Grant Date, to purchase
3,000 shares of Common Stock of the Company.
(d) The Plan shall be submitted to the Company's
stockholders for approval. The Board may grant options under the
Plan prior to the time of stockholder approval, which options
will be effective when granted, but if for any reason the
stockholders of the Company do not approve the Plan prior to one
year after the date of adoption of the Plan by the Board, all
options granted under the Plan will be terminated and of no
effect, and no option may be exercised in whole or in part prior
to such stockholder approval.
6. GRANT OF OPTIONS. All options under the Plan shall be
automatically granted as provided in Section 5. The grant of options
shall be evidenced by stock option agreements containing such terms
and provisions as are approved by the Board, but not inconsistent with
the Plan. The Company shall execute stock option agreements upon
instructions from the Board.
7. OPTION PRICE. The exercise price of each share of Common
Stock covered by an option under the Plan shall be equal to the Fair
Market Value of a share of Common Stock on the Grant Date.
8. OPTION PERIOD. The Option Period will begin on the Grant
Date and will terminate at the first of the following:
(a) 5 p.m. on the fifth anniversary of the Grant Date.
(b) 5 p.m. on the date 180 days following the date of the
Non-Employee Director's death or disability.
(c) 5 p.m. on the date 60 days following the date the Non-
Employee Director ceases to be a director of the Company for any
reason other than death or disability.
9. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant
dies or becomes disabled prior to termination of his right to exercise
an option in accordance with the provisions of his stock option agree-
ment without having totally exercised the option, the option may be
exercised to the extent the participant could have exercised the
option on the date of his death or disability at any time prior to the
earlier of the dates specified in Section 8(a) or (b) hereof by (i)
the participant's estate or by the person who acquired the right to
exercise the option by bequest or inheritance or by reason of the
death of the participant in the event of the participant's death, or
(ii) the participant or his personal representative in the event of
the participant's disability, subject to the other terms of the Plan
and applicable laws, rules and regulations. For purposes of the Plan,
the Board shall determine the date of disability of a participant.<PAGE>
10. PAYMENT. Full payment for shares purchased upon exercising
an option shall be made in cash or by check or by tendering shares of
Common Stock at the Fair Market Value per share at the time of
exercise, or on such other terms as are set forth in the applicable
option agreement. No shares may be issued until full payment of the
purchase price therefor has been made, and a participant will have
none of the rights of a stockholder until shares are issued to him.
In addition, the participant shall tender payment of the amount as may
be requested by the Company for the purpose of satisfying its
liability to withhold federal, state or local income or other taxes
incurred by reason of the exercise of an option.
11. VESTING.
(a) Each option will become fully vested and exercisable on
the date which is six months after the Grant Date.
(b) In no event may an option be exercised or shares be
issued pursuant to an option if any requisite action, approval or
consent of any governmental authority of any kind having
jurisdiction over the exercise of options shall not have been
taken or secured.
12. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of
shares of Common Stock covered by each outstanding option granted
under the Plan and the option price thereof, and the number of shares
to be granted pursuant to Section 5 and the option price thereof,
shall be adjusted to reflect, as deemed appropriate by the Board, any
stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by the Company.
If (a) the Company shall be party to a merger or consolidation in
which (i) the Company is not the surviving entity, or (ii) the Company
survives only as a subsidiary of an entity other than a previously-
owned subsidiary of the Company, or (iii) the Company survives but the
Common Stock is exchanged or converted into any securities or
property, (b) the Company sells, leases or exchanges or agrees to
sell, lease or exchange all or substantially all of its assets to any
person or entity (other than a wholly-owned subsidiary of the Company)
or (c) the Company is to be dissolved and liquidated (each such event
is referred to herein as a "Corporate Change"), then effective as of
the earlier of (A) the date of approval by the stockholders of the
Company of such Corporate Change or (B) the date of such Corporate
Change, (1) in the event of any such merger or consolidation and upon
any exercise of any outstanding option, the participant shall be
entitled to purchase, in lieu of the number of shares of Common Stock
as to which such option shall then be exercisable, the number and
class of shares of stock or other securities or property to which the
participant would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such
merger or consolidation the participant had been the holder of record
of the number of shares of Common Stock as to which such option is
then exercisable, and (2) in the event of any such sale, lease or<PAGE>
exchange of assets or dissolution, each participant shall surrender
his options to the Company and the Company shall cancel such options
and pay to each participant an amount of cash per share equal to the
excess of the per share price offered to stockholders of the Company
in any such sale, lease or exchange of assets or dissolution
transaction for the shares subject to such options over the exercise
price(s) under such options for such shares.
13. NON-ASSIGNABILITY. Options may not be transferred other
than by will or by the laws of descent and distribution. Except as
otherwise provided in the Plan, during a participant's lifetime,
options granted to a participant may be exercised only by the
participant.
14. INTERPRETATION. The Board shall interpret the Plan and
shall prescribe such rules and regulations in connection with the
operation of the Plan as it determines to be advisable for the
administration of the Plan. The Board may rescind and amend its rules
and regulations.
15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board without the approval of the stockholders of
the Company, except that any amendment that would (a) materially
increase the benefits accruing to participants under the Plan, (b)
materially increase the number of securities that may be issued under
the Plan, or (c) materially modify the requirements of eligibility for
participation in the Plan, must be approved by the stockholders of the
Company. In addition, the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
16. EFFECT OF PLAN. Neither the adoption of the Plan nor any
action of the Board shall be deemed to give any director any right to
be granted an option to purchase Common Stock of the Company or any
other rights except as may be evidenced by the stock option agreement,
or any amendment thereto, duly authorized by the Board and executed on
behalf of the Company, and then only to the extent and on the terms
and conditions expressly set forth therein.
17. TERM. Unless sooner terminated by action of the Board, the
Plan will terminate on February 20, 2006. The Board may not grant
options under the Plan after that date, but options granted before
that date will continue to be effective in accordance with their
terms.
18. DEFINITIONS. For the purposes of the Plan, unless the
context requires otherwise, the following terms shall have the
meanings indicated:
(a) "Board" means the board of directors of the Company or
any committee of the Board appointed by the Board to administer
the Plan or any portion of the Plan.<PAGE>
(b) "Common Stock" means the Common Stock which the Company
is currently authorized to issue or may in the future be
authorized to issue (as long as the common stock varies from that
currently authorized, if at all, only in amount of par value).
(c) "Fair Market Value " means, as of any specified date,
the average between the high and low sales price of the Common
Stock on the New York Stock Exchange (or, if the Common Stock is
not then listed on such exchange, such other national stock
exchange on which the Common Stock is then listed) on that date.
If the Common Stock is not then listed on any national securities
exchange but is traded over the counter at the time a
determination of its Fair Market Value is required to be made
hereunder, its Fair Market Value shall be deemed to be equal to
the average between the reported high and low sales prices of
Common Stock on the specified date. If the Common Stock is not
publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its Fair
Market Value shall be made by the Board in such manner as it
deems appropriate.
(d) "Grant Date" means, with respect to an option, the date
of the annual stockholders meeting at which the Non-Employee
Director is elected or the date of the Board meeting at which the
Non-Employee Director is appointed to fill a vacancy in the
Board, whichever is applicable, and, as a consequence thereof, is
granted that option.
(e) "Non-Employee Director" means a director of the Company
who is not an employee of the Company or any of its subsidiaries.
(f) "Option Period" means the period during which an option
may be exercised.
(g) "Plan" means this Non-Employee Directors Stock Option
Plan, as amended from time to time.<PAGE>
<PAGE>
August 21, 1996
ENSCO International Incorporated
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
Re: Registration of Common Stock of ENSCO International Incorporated
Gentlemen:
On August ___, 1996, ENSCO International Incorporated, a Delaware
corporation (the "Company"), filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). Such Registration Statement relates to the registration by the
Company of an aggregate of 300,000 shares of its common stock, $.10 par
value per share (the "Shares") issuable under the ENSCO International
Incorporated 1996 Non-Employee Directors Stock Option Plan (the Plan ) and
such additional shares as may become issuable pursuant to the anti-dilution
provisions of the Plan. I have acted as counsel to the Company in
connection with the preparation and filing of the Registration Statement.
In connection therewith, I have examined and relied upon the original or
copies, certified to my satisfaction, of (i) the Plan and the Certificate
of Incorporation and the Bylaws of the Company; (ii) copies of resolutions
of the Board of Directors of the Company authorizing the adoption of the
Plan, the issuance of the Shares and related matters; (iii) the
Registration Statement and all exhibits thereto; and (iv) such other
documents and instruments as I have deemed necessary for the expression of
opinions herein contained. In making the foregoing examinations, I have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to me as originals, and the conformity to original
documents of all documents submitted to me as certified or photostatic
copies. As to various questions of fact material to this opinion, I have
relied, to the extent I deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to me by the Company, without independent
check or verification of their accuracy.
Based upon the foregoing examination, I am of the opinion that the Shares
to be registered by the Company as described in the Registration Statement
have been duly and validly authorized for issuance or sale and the Shares,
when and if issued by the Company in accordance with the terms of the
Plan, will be validly issued, fully paid and assessable.
The opinion expressed above is limited to the laws of the State of Texas
and the federal laws of the United States and assumes that the Company will
receive the full amount and type of consideration specified in the Plan for
each of the shares of common stock issued under the Plan.<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit that I come
within the category of persons whose consent is required by Section 7 of
the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ ALBERT G. MC GRATH, JR.
- ---------------------------
ALBERT G. MC GRATH, JR.<PAGE>
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 2, 1996
appearing on page 23 of ENSCO International Incorporated s Annual Report
on Form 10-K, as amended, for the year ended December 31, 1995.
/s/ PRICE WATERHOUSE LLP
------------------------
Price Waterhouse LLP
Dallas, Texas
August 21, 1996<PAGE>
