PRIDE INTERNATIONAL INC, S-3, 2000-06-23

PRIDE INTERNATIONAL INC
S-3, 2000-06-23
OIL & GAS FIELD SERVICES, NEC

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As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333 -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Louisiana 76-0069030
(State of incorporation) (I.R.S. Employer Identification No.)

_________________

Pride International, Inc. Robert W. Randall
5847 San Felipe, Suite 3300 Pride International, Inc.
Houston, Texas 77057 5847 San Felipe, Suite 3300
(713) 789-1400 Houston, Texas 77057
(Address, including zip code, and (713) 789-1400
telephone number, including (Name, address, including zip
area code, of a registrant's code, and telephone number, including
principal executive offices) area code, of agent for service)

_________________

Copy to:
L. Proctor Thomas
Baker Botts L.L.P.
3000 One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234

_________________

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Price (1) Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities(2).............................................
-----------------------------------------------------------------------------------------------------------------------
Preferred Stock, no par value(2)...............................
-----------------------------------------------------------------------------------------------------------------------
Common Stock, no par value(2)(3)...............................
-----------------------------------------------------------------------------------------------------------------------
Warrants(2)....................................................
-----------------------------------------------------------------------------------------------------------------------
Total................................................. $500,000,000 $132,000
=======================================================================================================================
</TABLE>
(continued on next page)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act. In no event will the
aggregate initial offering price of all securities issued from time to
time pursuant to this Registration Statement exceed $500,000,000 or the
equivalent thereof in foreign currencies, foreign currency units or
composite currencies. If any Debt Securities are issued at an original
issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price
of up to $500,000,000 or the equivalent thereof in foreign currencies,
foreign currency units or composite currencies, less the dollar amount
of any securities previously issued hereunder. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(2) There is also being registered hereunder an indeterminate principal
amount of Debt Securities, an indeterminate number of shares of
Preferred Stock and Common Stock and an indeterminate number of
Warrants as may be issuable upon conversion, redemption, exchange or
exercise of the Debt Securities, Preferred Stock or Warrants registered
hereunder, including any applicable antidilution provisions.
(3) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of Common Stock
being registered hereby.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a), may
determine.

================================================================================
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject to Completion, dated June 23, 2000

Prospectus

[Logo]

Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
(713) 789-1400

$500,000,000
Debt Securities
Preferred Stock
Common Stock
Warrants

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

We will provide the specific terms of the securities in
supplements to this prospectus.
You should read this prospectus and any supplement
carefully before you invest.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 2000.
<PAGE>

Table of Contents

<TABLE>
<S> <C>
About This Prospectus.................................................... 2
Forward-Looking Information.............................................. 2
About Pride International, Inc........................................... 3
Use of Proceeds.......................................................... 3
Ratio of Earnings to Fixed Charges....................................... 4
Description of Debt Securities........................................... 4
Description of Capital Stock............................................. 11
Description of Warrants.................................................. 16
Plan of Distribution..................................................... 17
Legal Opinions........................................................... 18
Experts.................................................................. 18
Independent Accountants.................................................. 18
Where You Can Find More Information...................................... 19
</TABLE>

About This Prospectus

This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission using a "shelf" registration
process. Using this process, we may offer any combination of the securities
described in this prospectus in one or more offerings with a total initial
offering price of up to $500,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we use this
prospectus to offer securities, we will provide a prospectus supplement and, if
applicable, a pricing supplement that will describe the specific terms of that
offering. The prospectus supplement and any pricing supplement may also add,
update or change the information in this prospectus. Please carefully read this
prospectus, the prospectus supplement and any pricing supplement together with
the information contained in the documents we refer to under the heading "Where
You Can Find More Information."

You should rely only on the information we have provided or
incorporated by reference in this prospectus and the accompanying prospectus
supplement. We have not authorized any person (including any salesman or broker)
to provide you with additional or different information. We are not making an
offer of these securities in any jurisdiction where the offer is not permitted.
You should assume that the information in this prospectus or the accompanying
prospectus supplement is accurate only as of the date on the front of the
document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference.

Forward-Looking Information

This prospectus, including the information we incorporate by
reference, includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements, other than statements of historical facts, included in
this prospectus or the documents we incorporate by reference that address
activities, events or developments that we expect, project, believe or
anticipate will or may occur in the future are forward-looking statements. These
include such matters as :

. future capital expenditures and investments in the construction,
acquisition and refurbishment of rigs (including the amount and
nature thereof and the timing of completion thereof)

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. repayment of debt
. expansion and other development trends in the contract drilling
industry
. business strategies
. expansion and growth of operations
. utilization rates and contract rates for rigs
. future operating results and financial condition

We have based these statements on assumptions and analyses made by our
management in light of its experience and its perception of historical trends,
current conditions, expected future developments and other factors it believes
were appropriate in the circumstances when the statements were made. These
statements are subject to a number of assumptions, risks and uncertainties,
including;

. general economic and business conditions
. prices of oil and gas and industry expectations about future
prices
. foreign exchange controls and currency fluctuations
. the business opportunities (or lack thereof) that may be
presented to and pursued by us
. changes in laws or regulations

Most of these factors are beyond our control. We caution you that
forward-looking statements are not guarantees of future performance and that
actual results or developments may differ materially from those projected in
these statements. We will not update these statements unless the securities laws
require us to do so.

About Pride International, Inc.

We are a leading international provider of contract drilling and
related services, operating both offshore and on land. We operate a global fleet
of 291 rigs, including two ultra-deepwater drillships, three semisubmersible
rigs, 18 jackup rigs, six tender-assisted rigs, three barge rigs, 21 offshore
platform rigs and 238 land-based drilling and workover rigs. We operate in more
than 20 countries and marine provinces. We are a Louisiana corporation with our
principal executive offices located at 5847 San Felipe, Suite 3300, Houston,
Texas 77057. Our telephone number at such address is (713) 789-1400.

Use of Proceeds

Unless we inform you otherwise in the prospectus supplement, we expect
to use the net proceeds from the sale of securities for general corporate
purposes. These purposes may include:

. acquisitions
. working capital
. capital expenditures
. repayment or refinancing of debt and
. repurchases and redemptions of securities

Pending any specific application, we may initially invest funds in short-term
marketable securities or apply them to the reduction of short-term indebtedness.

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Ratio of Earnings to Fixed Charges

We have presented in the table below our historical consolidated ratio
of earnings to fixed charges for the periods shown.

Years Ended December 31,
------------------------
Three Months Ended
March 31, 2000 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ---- ----
-- -- 2.2x 4.5x 2.7x 4.0x

We have computed the ratios of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of earnings
before income taxes plus fixed charges less capitalized interest. "Fixed
charges" consist of interest expense, capitalized interest and that portion of
operating lease rental expense we have deemed to represent the interest factor.
For the year ended December 31, 1999, earnings were inadequate to cover fixed
charges by $108.6 million. For the three months ended March 31, 2000, earnings
were inadequate to cover fixed charges by $14.8 million.

We had no preferred stock outstanding for any period presented, and
accordingly, the ratio of earnings to combined fixed charges and preferred stock
dividends is the same as the ratio of earnings to fixed charges.

Description of Debt Securities

The debt securities covered by this prospectus will be our general
unsecured obligations. The debt securities will be either senior debt securities
or subordinated debt securities. We will issue senior debt securities under an
indenture dated as of May 1, 1997 between us and The Chase Manhattan Bank, as
trustee. We will issue subordinated debt securities under an indenture dated as
of April 1, 1998 between us and HSBC Bank USA (formerly Marine Midland Bank), as
trustee. The indenture for the senior debt securities and the indenture for the
subordinated debt securities are substantially identical, except for provisions
relating to subordination. We sometimes call the senior indenture and the
subordinated indenture the indentures.

We have summarized material provisions of the indentures and the debt
securities below. This summary is not complete. We have filed the senior
indenture and the subordinated indenture with the SEC as exhibits to the
registration statement of which this prospectus is a part, and you should read
the indentures for provisions that may be important to you. Please read "Where
You Can Find More Information."

In this summary description of the debt securities, all references to
us mean Pride International, Inc. only, unless we state otherwise or the context
clearly indicates otherwise.

Ranking

The senior debt securities will constitute senior debt and will rank
equally with all of our unsecured and unsubordinated debt and senior to our
subordinated debt. The subordinated debt securities will be subordinated to, and
thus have a junior position to, the senior debt securities and all of our other
senior debt. Neither indenture limits the amount of debt that we may issue under
that indenture or the amount of other debt or securities that we or any of our
subsidiaries may issue. We may issue debt securities under either indenture from
time to time in one or more series, each in an amount we authorize prior to
issuance. Our 9 3/8% Senior Notes due 2007 and our 10% Senior Notes due 2009 are
outstanding under the senior indenture, and our Zero Coupon Convertible
Subordinated Debentures Due 2018 are outstanding under the subordinated
indenture.

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We currently conduct our operations through both U.S. and foreign
subsidiaries, and our operating income and cash flow are generated by our
subsidiaries. As a result, distributions or advances from our subsidiaries are
the principal source of funds necessary to meet our debt service obligations.
Contractual provisions or laws, as well as our subsidiaries' financial condition
and operating requirements, may limit our ability to obtain cash from our
subsidiaries that we require to pay our debt service obligations, including
payments on the debt securities. In addition, holders of the debt securities
will have a junior position to the claims of creditors of our subsidiaries on
their assets and earnings.

The indentures do not contain any covenants or other provisions
designed to protect holders of the debt securities in the event of a highly
leveraged transaction. The indentures also do not contain provisions that give
holders of the debt securities the right to require us to repurchase their
securities in the event of a decline in our credit rating resulting from a
takeover, recapitalization or similar restructuring or otherwise.

Terms

The prospectus supplement relating to any series of debt securities we
are offering will include specific terms relating to that offering. These terms
will include some or all of the following:

. whether the debt securities are senior or subordinated debt
securities

. the title of the debt securities

. the total principal amount of the debt securities

. whether we will issue the debt securities in individual
certificates to each holder or in the form of temporary or
permanent global securities held by a depository on behalf of
holders

. the prices at which we will issue the debt securities

. the date or dates on which the principal of and any premium on
the debt securities will be payable

. any interest rate, the date from which interest will accrue,
interest payment dates, record dates for interest payments and
the manner of paying interest

. whether and under what circumstances we will pay any
additional amounts on the debt securities

. the place or places where payments on the debt securities will
be payable

. any optional redemption provisions

. any sinking fund or other provisions that would obligate us to
redeem, purchase or repay debt securities

. the denominations in which we will issue the debt securities

. whether payments on the debt securities will be payable in
foreign currency or currencies, including composite currencies
or another form, whether payments will be payable by reference
to any index or formula, and any provisions relating to
payment in a form other than that stated in the debt
securities

. the portion of the principal amount of debt securities that
will be payable if the maturity is accelerated, if other than
the entire principal amount

. any additional means of defeasance of the debt securities, any
additional conditions or limitations to defeasance of the debt
securities or any changes to those conditions or limitations

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. any changes or additions to events of default or covenants

. any restrictions or other provisions relating to the transfer
or exchange of debt securities

. any terms for the conversion or exchange of the debt
securities for other securities of us or any other entity

We may sell the debt securities at a discount, which may be
substantial, below their stated principal amount. These debt securities may bear
no interest or interest at a rate that at the time of issuance is below market
rates. We will describe in the prospectus supplement any material U.S. federal
income tax consequences applicable to those securities.

If we sell any of the debt securities for any foreign currency or
currency unit or if payments on the debt securities are payable in any foreign
currency or currency unit, we will describe in the prospectus supplement the
restrictions, elections, tax consequences, specific terms and other information
relating to those debt securities and the foreign currency or currency unit.

Subordination

Under the subordinated indenture, payment of the principal, interest,
any premium and any additional amounts on the subordinated debt securities will
generally be subordinated and junior in right of payment to the prior payment in
full of all Senior Debt. Unless we inform you otherwise in the prospectus
supplement, we may not make any payment of principal of, interest on, any
premium on or any additional amounts with respect to the subordinated debt
securities if:

. we fail to pay the principal, interest, premium or any other
amounts on any Senior Debt when due or

. we default in performing any other covenant (a "covenant
default") on any Senior Debt that we have designated if the
covenant default allows the holders of that Senior Debt to
accelerate the maturity of the Senior Debt they hold

Unless we inform you otherwise in the prospectus supplement, a covenant
default will prevent us from paying the subordinated debt securities only for up
to 179 days after holders of the designated Senior Debt give the trustee for the
subordinated debt securities notice of the covenant default.

The subordination does not affect our obligation, which is absolute and
unconditional, to pay, when due, the principal of, any premium and interest on
and any additional amounts with respect to the subordinated debt securities. In
addition, the subordination does not prevent the occurrence of any default under
the subordinated indenture.

The subordinated indenture does not limit the amount of Senior Debt
that we may incur. As a result of the subordination of the subordinated debt
securities, if we became insolvent, holders of subordinated debt securities may
receive less on a proportionate basis than other creditors.

Unless we inform you otherwise in the prospectus supplement, "Senior
Debt" will mean all indebtedness, including guarantees, of Pride International,
Inc., unless the indebtedness states that it is not senior to the subordinated
debt securities or our other junior debt.

Consolidation, Merger and Sale of Assets

The indentures generally permit a consolidation or merger between us
and another entity. They also permit the sale by us of all or substantially all
of our assets. We have agreed, however, that we will consolidate with or merge
into any entity or transfer or dispose of all or substantially all of our assets
to any entity only if all of the following are satisfied:

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(a) the resulting entity assumes the due and punctual
payments on the debt securities and the performance of our covenants
under the indentures

(b) immediately after giving effect to the transaction, no
event of default, and no event that, after notice or lapse of time,
would become an event of default, would occur and be continuing

Events of Default

Unless we inform you otherwise in the prospectus supplement, the
following events are events of default with respect to a series of debt
securities:

. our failure to pay interest or additional amounts on any debt
security of that series for 30 days

. our failure to pay principal of or any premium on any debt
security of that series when due

. our failure to make any sinking fund payment for any debt
security of that series for 30 days

. our failure to perform any of our other covenants in that
indenture, other than a covenant included in the indenture solely
for the benefit of another series of debt securities, continued
for 90 days after written notice by the trustee or by the holders
of at least 25% in principal amount of the outstanding debt
securities issued under the indenture

. events involving bankruptcy, insolvency or reorganization of
Pride

A default under one series of debt securities will not necessarily be a
default under another series. If a default or event of default for any series of
debt securities occurs, is continuing and is known to the trustee, the trustee
will notify the holders of those debt securities within 90 days after it occurs.
The trustee may withhold notice to the holders of the debt securities of any
default or event of default, except in any payment on the debt securities, if
the trustee in good faith determines that withholding notice is in the interest
of the holders of the debt securities.

If an event of default, other than an event of default described in the
fourth bullet point above, for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of that series may declare the principal of
those debt securities to be due and payable. If an event of default described in
the fourth bullet point above occurs and is continuing, the trustee or the
holders of at least 25% in principal amount of all outstanding debt securities
issued under the indenture may declare the principal of those debt securities to
be due and payable. The principal of all the debt securities issued under the
indenture will become immediately due and payable without any action on the part
of the trustee or any holder in the case of defaults relating to bankruptcy,
insolvency or reorganization. The holders of a majority in principal amount of
the outstanding debt securities of the series affected by the default (or of all
the debt securities issued under the indenture, as applicable) may in some cases
rescind the accelerated payment requirement.

A holder of a debt security of any series may pursue any remedy under
the indenture only if:

. the holder has previously given written notice to the trustee of
a continuing event of default with respect to that series of debt
securities

. the holders of at least 25% in principal amount of the
outstanding debt securities of that series have made written
request to the trustee to institute proceedings in the trustee's
own name

. the holder has offered the trustee reasonable indemnity

. the trustee has failed to act within 60 days after receipt of the
notice and indemnity and

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. during that 60-day period, the holders of a majority in principal
amount of the outstanding debt securities of that series have
given no direction inconsistent with the request

This provision does not, however, affect the right of a holder of any
debt security to sue for the enforcement of any overdue payment.

In most cases, the trustee will be under no obligation to exercise any
of its rights or powers under the indenture at the request or direction of any
of the holders unless those holders have offered to the trustee reasonable
indemnity. Subject to this provision for indemnification, the holders of a
majority in principal amount of the outstanding debt securities of any series
(or, in some cases, all debt securities issued under the indenture) may direct
the time, method and place of:

. conducting any proceeding for any remedy available to the trustee

. exercising any trust or power conferred on the trustee with
respect to those debt securities

Each indenture requires us to furnish to the trustee annually a
statement as to our performance of certain of our obligations under the
indenture and as to any default in performance.

Defeasance

When we use the term defeasance, we mean discharge from some or all of
our obligations under an indenture. Unless we inform you otherwise in the
prospectus supplement, if we deposit with the trustee funds or U.S. government
securities sufficient to make payments on the debt securities of a series on the
dates those payments are due and payable, then, at our option, either of the
following will occur:

. we will be discharged from our obligations with respect to the
debt securities of that series ("legal defeasance and discharge")
or

. we will no longer have any obligations under the indenture and
the debt securities of that series ("covenant defeasance"),
except for our obligations relating to, among other things:

. making payments on the debt securities of that series

. registration of transfer or exchange of debt securities of
that series

. replacement of stolen, lost or mutilated debt securities of
that series

. maintenance of paying agencies and

. holding of monies for payment in trust

Unless we inform you otherwise in the prospectus supplement, we will be
required to deliver to the trustee an opinion of counsel that the deposit and
related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for federal income tax purposes and that the
holders would be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if the deposit and
related defeasance had not occurred. If we elect legal defeasance and discharge,
that opinion of counsel must be based upon a ruling from the United States
Internal Revenue Service or a change in law to that effect.

Under current United States federal income tax law, legal defeasance
and discharge would likely be treated as a taxable exchange of debt securities
to be defeased for interests in the defeasance trust. As a consequence, a United
States holder would recognize gain or loss equal to the difference between the
holder's cost or other tax basis for the debt securities and the value of the
holder's interest in the defeasance trust, and thereafter would be required to
include in income a share of the income, gain or loss of the defeasance trust.
Under current United

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States federal income tax law, covenant defeasance would not be treated as a
taxable exchange of such debt securities.

Payment and Paying Agents

Unless we inform you otherwise in the prospectus supplement, we will
make payments on the debt securities in the designated currency or currency unit
at the office of the paying agents we designate from time to time. We may make,
at our option, interest payments by check mailed to the person entitled to the
payment as its name appears on the security register. We will make interest
payments to the person in whose name the debt security is registered at the
close of business on the record date for the interest payment.

Unless we inform you otherwise in the prospectus supplement, the
corporate trust office of the trustee in New York, New York will be designated
as a paying agent for payments on the debt securities. We may at any time
designate additional paying agents, rescind the designation of any paying agent
or approve a change in the office through which any paying agent acts. We will,
however, be required to maintain a paying agent in each place of payment for a
series of debt securities.

All monies we pay to a paying agent for payments on any debt security
that remain unclaimed for three years after the payments become due and payable
will be repaid to us, subject to applicable escheat laws. After repayment to us,
the holder of that debt security must look only to us for payment.

Modification and Waiver

We may modify or amend each indenture if the holders of a majority in
principal amount of the outstanding debt securities of all series issued under
the indenture affected by the modification or amendment consent to it. Without
the consent of each outstanding debt security affected, however, no modification
may:

. change the stated maturity of the principal of or any installment
of principal of or interest on any debt security

. reduce the principal amount of, the interest rate on, any
additional amounts with respect to or the premium payable upon
redemption of any debt security

. change our obligation, if any, to pay additional amounts

. reduce the amount of the principal of an original issue discount
security that would be due and payable upon a declaration of
acceleration of the maturity of that debt security

. change any place of payment where or the coin or currency in
which any debt security or any payments on any debt security are
payable

. impair the right to institute suit for the enforcement of any
payment on any debt security

. reduce the percentage in principal amount of outstanding debt
securities necessary to modify the indenture, to waive compliance
with certain provisions of the indenture or to waive certain
defaults

. make any change in the provisions for modification of the
indenture or for certain waivers, except to increase the
principal amount of debt securities necessary to consent to any
such change

. with respect to the subordinated indenture, modify the provisions
relating to the subordination of any subordinated debt security
in a manner adverse to the holder of that security

We may modify or amend the indenture without the consent of any holders
of the debt securities in certain circumstances, including:

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. to add covenants and events of default or to surrender any rights
we have under the indenture

. to provide any security for any series of debt securities

. to provide for the assumption of our obligations under the
indenture and the debt securities by a successor upon any merger,
consolidation or asset transfer

. to make any change that does not adversely affect any outstanding
debt security of any series in any material respect

. to facilitate the defeasance or discharge of any series of debt
securities if that change does not adversely affect the holders
of debt securities of that series or any other series under the
indenture in any material respect

. to provide for the acceptance of a successor or another trustee

. to establish the form or terms of debt securities

. to cure any ambiguity, omission, defect or inconsistency that
does not adversely affect any outstanding debt securities of a
series in any material respect

Form, Exchange, Registration and Transfer

We will issue the debt securities in registered form. Debt securities
of any series will be exchangeable for other debt securities of the same series,
the same total principal amount and the same terms but in different authorized
denominations in accordance with the indenture. Holders may present debt
securities for registration of transfer at the office of the security registrar
or any transfer agent we designate. The security registrar or transfer agent
will effect the transfer or exchange when it is satisfied with the documents of
title and identity of the person making the request. We will not charge a
service charge for any registration of transfer or exchange of the debt
securities. We may, however, require the payment of any tax or other
governmental charge payable for that registration.

We will appoint the trustee under each indenture as security registrar
for the debt securities issued under that indenture. We are required to maintain
an office or agency for transfers and exchanges in each place of payment. We may
at any time designate additional transfer agents for any series of debt
securities.

In the case of any redemption, we will not be required:

. to issue, register the transfer of or exchange debt securities of
a series either during a period beginning 15 days prior to the
mailing of the redemption notice and ending on the day of mailing
or

. to register the transfer of or exchange any debt security, or
portion of any debt security, called for redemption, except the
unredeemed portion of any debt security we are redeeming in part

Book-Entry Debt Securities

We may issue the debt securities of a series in the form of one or more
global debt securities that would be deposited with a depositary or its nominee
identified in the prospectus supplement. We may issue global debt securities in
either temporary or permanent form. We will describe in the prospectus
supplement the terms of any depositary arrangement and the rights and
limitations of owners of beneficial interests in any global debt security.

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Replacement of Debt Securities

We will replace any mutilated debt security at the holder's expense
upon surrender of the debt security to the trustee. We will replace debt
securities that become destroyed, stolen or lost at the holder's expense upon
delivery to the trustee of the debt security or evidence of destruction, loss or
theft satisfactory to us and the trustee. In the case of a destroyed, lost or
stolen debt security, we may require an indemnity that is satisfactory to the
trustee and to us at the holder's expense before we issue a replacement debt
security. If any mutilated, destroyed, lost or stolen debt security has become
or is about to become due and payable, we may pay that debt security instead of
issuing a new security.

Governing Law

New York law will govern each indenture and the debt securities.

The Trustees

The Chase Manhattan Bank is the trustee under the senior indenture.
HSBC Bank USA is the subordinated trustee under the subordinated indenture. We
maintain banking relationships in the ordinary course of business with the
trustees and their affiliates.

If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent person in the conduct
of his own affairs. The trustee will become obligated to exercise any of its
powers under the indenture at the request of the holders of any debt securities
only after those holders have offered the trustee indemnity reasonably
satisfactory to it.

If the trustee becomes one of our creditors, it will be subject to
limitations in the indenture on its rights to obtain payment of claims or to
realize on certain property received for any claim, as security or otherwise.
The trustee is permitted to engage in other transactions with us. If, however,
it acquires any conflicting interest, it must eliminate that conflict or resign
within 90 days after ascertaining that it has a conflicting interest and after
the occurrence of a default under the indenture, unless the default has been
cured, waived or otherwise eliminated within the 90-day period.

Description of Capital Stock

Our authorized capital stock consists of:

. 100,000,000 shares of common stock, no par value

. 5,000,000 shares of preferred stock, no par value, issuable in
series

We have summarized selected aspects of our capital stock below. The
summary is not complete. For a complete description, you should refer to our
restated articles of incorporation, bylaws and the Rights Agreement, dated as of
September 9, 1998, between us and American Stock Transfer and Trust Company, as
rights agent, all of which are exhibits to the registration statement of which
this prospectus is part.

Common Stock

Common stockholders are entitled to one vote for each share held on all
matters submitted to them. The common stock does not have cumulative voting
rights, meaning that the holders of a majority of the shares of common stock
voting for the election of directors can elect all the directors if they choose
to do so.

Each share of common stock is entitled to participate equally in
dividends when, as and if declared by our board of directors. The payment of
dividends on our common stock may be limited by obligations we may have to
holders of any preferred stock.

11
<PAGE>

If we liquidate or dissolve our business, the holders of common stock
will share ratably in the distribution of assets available for distribution to
stockholders after creditors are paid and preferred stockholders receive their
distributions. The shares of common stock have no preemptive rights and are not
convertible, redeemable or assessable or entitled to the benefits of any sinking
fund.

All issued and outstanding shares of common stock are fully paid and
nonassessable. Any shares of common stock we offer under this prospectus will be
fully paid and nonassessable.

The common stock is listed on the New York Stock Exchange and trades
under the symbol "PDE."

Preferred Stock

Our board of directors can, without action by stockholders, issue one
or more series of preferred stock. The board can determine for each series the
number of shares, designation, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations. In some cases, the
issuance of preferred stock could delay or discourage a change in control of us.

The prospectus supplement relating to any series of preferred stock we
are offering will include specific terms relating to the offering. We will file
the form of the preferred stock with the SEC before we issue any of it, and you
should read it for provisions that may be important to you. The prospectus
supplement will include some or all of the following terms:

. the title of the preferred stock

. the maximum number of shares of the series

. the dividend rate or the method of calculating the dividend, the
date from which dividends will accrue and whether dividends will
be cumulative

. any liquidation preference

. any optional redemption provisions

. any sinking fund or other provisions that would obligate us to
redeem or purchase the preferred stock

. any terms for the conversion or exchange of the preferred stock
for other securities of us or any other entity

. any voting rights

. any other preferences and relative, participating, optional or
other special rights or any qualifications, limitations or
restrictions on the rights of the shares

Any shares of preferred stock we issue will be fully paid and
nonassessable.

Our board of directors has reserved a total of 1,000,000 shares of
Series A Junior Participating Preferred Stock for issuance under our shareholder
rights plan described below. We have not issued any shares of preferred stock at
the date of this prospectus.

Anti-takeover Provisions

The provisions of Louisiana law and our restated articles of
incorporation and bylaws summarized below may have an anti-takeover effect and
may delay, defer or prevent a tender offer or takeover attempt that a

12
<PAGE>

shareholder might consider in his or her best interest, including those attempts
that might result in a premium over the market price for the common stock.

Director Terms

Our articles provide that directors are elected for five-years terms
and until their successors are elected and qualified. Although the number of
directors is designated in our bylaws, no change to the bylaws to decrease the
number of directors may shorten the term of an incumbent director. Our bylaws
may be amended by shareholders with 80% of the total voting power of our voting
stock. Our articles provide that a vacancy on the board may be filled by a vote
of at least two-thirds of the directors in office, and a director elected to
fill a vacancy serves until the next shareholder meeting held for the election
of directors. Our shareholders can fill a vacancy on the board at a special
meeting called to do so. Directors can be removed by the shareholders only for
cause and only by a vote of not less than 80% of the voting power. Such removal
may be made only at a shareholder meeting called to do so.

Shareholder Meetings

Our articles and bylaws provide that special meetings of shareholders
may be called by the chairman of the board, the president, the board of
directors or shareholders holding 80% of the total voting power. A majority of
the outstanding shares of common stock entitled to vote is a quorum for a
shareholder meeting. In general, a majority of votes cast decides a matter
brought before a meeting.

Shareholder Nominations of Directors

Our articles provide that only persons nominated by or at the direction
of the board or by a shareholder who has given timely notice to the secretary
prior to the meeting where directors are to be elected are eligible for election
as directors. To be timely, we must receive notice between 45 and 90 days before
the meeting. If less than 55 days' notice or prior public disclosure of the
meeting date is given or made to shareholders, we must receive the notice not
later than the tenth day after the day on which the notice was mailed or the
disclosure was made. The notice from a shareholder nominating a person for
election as a director must give specified information about the person.

Supermajority Vote for Business Combinations

Our articles provide that certain business combinations between us and
a person that beneficially owns 30% of the total voting power of our voting
stock require approval at a shareholder meeting called for that purpose by 80%
of the total voting power, excluding securities owned by the acquiring entity
and its affiliates. A 30% beneficial owner is referred to as an "acquiring
entity" under our articles and bylaws. In addition, these business combinations
must meet conditions relating to:

. form and quantity of consideration to be received by shareholders
. restrictions on the acquiring entity purchasing additional voting
securities
. dividends paid on our outstanding stock
. restrictions on the acquiring entity receiving our financial
assistance or making changes to our business or capital structure
without unanimous board approval
. distribution of a proxy statement containing the directors'
recommendation and opinion of a reputable investment bank

Business combinations that are approved by "continuing directors" or
that involve a transfer of our assets to a wholly owned subsidiary or a merger
that does not change the percentages of shareholder ownership are exempt from
these restrictions. A "continuing director" is any member of our board of
directors who was a member of the board prior to the time a person becomes an
acquiring entity and any person who is subsequently elected to the board if the
person is recommended or approved by a majority of the continuing directors. The
"continuing directors" do not include an acquiring entity, or an affiliate or
associate of an acquiring entity.

13
<PAGE>

Interested Shareholder Transactions

Louisiana law requires that mergers, consolidations or share exchanges
with a shareholder owning 10% or more of the voting power be recommended by the
board and approved by:

. 80% of the votes entitled to be cast by outstanding shares of voting
stock and
. two-thirds of votes entitled to be cast by voting stock other than
the interested shareholder

Transactions that do not alter the contract rights of the stock or
convert our shares and satisfy certain consideration and procedural requirements
are exempt from these requirements.

Business Combinations under Louisiana Law

As permitted by Louisiana law, our articles of incorporation expressly
authorize the board of directors, when considering a tender offer, exchange
offer, merger or consolidation, to consider, among other factors, the social and
economic effects of the proposals on the company, our subsidiaries and our
employees, customers, creditors and communities.

Limitation of Liability of Officers and Directors

Section 24 of the Louisiana Business Corporation Law authorizes
corporations to limit or eliminate the personal liability of officers and
directors to corporations and their shareholders for monetary damages for breach
of officers' and directors' fiduciary duties, except for:

. any breach of the officer's or director's duty of loyalty to our
company or our shareholders

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law

. unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 92D of the Louisiana Business
Corporation Law or

. any transaction from which the officer or director derived an
improper personal benefit

Our articles of incorporation limit the liability of our officers and
directors to our company and our shareholders to the fullest extent permitted by
Louisiana law. The inclusion of these provisions in our articles of
incorporation may reduce the likelihood of derivative litigation against our
officers and directors, and may discourage or deter shareholders or management
from bringing a lawsuit against our officers and directors for breach of their
duty of care, even though such an action, if successful, might have otherwise
benefitted our company and our shareholders. Both our articles of incorporation
and bylaws provide indemnification to our officers and directors and certain
other persons.

Amendment of Certain Provisions of the Articles and Bylaws

Our articles generally provide that if either a majority of the
directors, at a time when there is no acquiring entity, or a majority of the
continuing directors, at a time when there is an acquiring entity, recommends an
amendment to the articles, the holders of a majority of the total voting power
present at a shareholder meeting are required to amend certain provisions of the
articles. The exceptions relate generally to:

. the authority of the board of directors to issue preferred stock

. the antitakeover provisions and limitations on director liability

In these cases, an amendment requires approval of holders of 80% of the total
voting power. Our bylaws may be amended or repealed only by:

14
<PAGE>

. a majority of the entire board of directors at any time when there
is no acquiring entity

. both a majority of the entire board of directors and a majority of
the continuing directors at any time when there is an acquiring
entity or

. the affirmative vote of the holders of at least 80% of the total
voting power

Shareholder Rights Plan

On September 9, 1998, our board of directors adopted a preferred share
purchase rights plan. Under the plan, each share of common stock currently
includes one right to purchase preferred stock. We have summarized selected
provisions of the rights below. This summary is not complete. We have filed the
rights agreement with the SEC as an exhibit to the registration statement of
which this prospectus is a part, and you should read it for provisions that may
be important to you.

Currently, the rights are not exercisable and are attached to all
outstanding shares of common stock. The rights will separate from the common
stock and become exercisable:

. ten days after public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 15% of the outstanding
common stock or

. ten business days following the start of a tender offer or exchange
offer that would result in a person's acquiring beneficial
ownership of 15% of the outstanding common stock

Our board of directors can elect to delay the separation of the rights from the
common stock beyond the ten business days referred to above. A 15% beneficial
owner is referred to as an "acquiring person" under the plan. Until the rights
are separately distributed, the rights will be evidenced by the common stock
certificates and will be transferred with and only with the common stock
certificates.

After the rights are separately distributed, each right will entitle
the holder to purchase from us one one-hundredth of a share of Series A Junior
Participating Preferred Stock for a purchase price of $50. The rights will
expire at the close of business on September 9, 2008, unless we redeem or
exchange them earlier as described below.

If a person becomes an acquiring person, the rights will become rights
to purchase shares of common stock for one-half the current market price (as
defined in the rights agreement) of the common stock. This occurrence is
referred to as a "flip-in event" under the plan. After any flip-in event, all
rights that are beneficially owned by an acquiring person, or by certain related
parties, will be null and void. Our board of directors has the power to decide
that a particular tender or exchange offer for all outstanding shares of our
common stock is fair to and otherwise in the best interests of our shareholders.
If our board makes this determination, the purchase of shares under the offer
will not be a flip-in event.

If, after there is an acquiring person, we are acquired in a merger or
other business combination transaction or 50% or more of our assets or earning
power are sold or transferred, each holder of a right will have the right to
purchase shares of common stock of the acquiring company at a price of one-half
the current market price of that stock. This occurrence is referred to as a
"flip-over event" under the plan. An acquiring person will not be entitled to
exercise its rights, which will have become void.

Until ten days after the announcement that a person has become an
acquiring person, our board may decide to redeem the rights at a price of $.01
per right, payable in cash, shares of common stock or other consideration. The
rights will not be exercisable after a flip-in event until the rights are no
longer redeemable.

At any time either after a flip-in event and prior to a person's
becoming the beneficial owner of 50% or more of the shares of common stock, or
after a flip-over event, our board may decide to exchange the rights for

15
<PAGE>

shares of common stock on a one-for-one basis. Rights owned by an acquiring
person, which will have become void, will not be exchanged.

Other than provisions relating to the redemption price of the rights,
the rights agreement may be amended by our board of directors prior to the
distribution of the rights. After the distribution of the rights, the provisions
of the rights agreement other than the redemption price may be amended by our
board of directors to cure any ambiguity, defect or inconsistency, to make
changes that do not materially adversely affect the interests of holders of
rights (excluding the interests of any acquiring person), or to shorten or
lengthen any time period under the rights agreement. No amendment to lengthen
the time period for redemption may be made if the rights are not redeemable at
that time.

Various actions under the rights agreement, including redeeming and
exchanging the rights or amending the rights agreement, will require the
approval of our "continuing directors." A "continuing director" is any member of
our board of directors who is a member of the board prior to the time a person
becomes an acquiring person and any person who is subsequently elected to the
board if the person is recommended or approved by a majority of the continuing
directors. The "continuing directors" do not include an acquiring person, or an
affiliate or associate of an acquiring person, or any representative or nominee
of them.

The rights have certain anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire us without
the approval of our board of directors. As a result, the overall effect of the
rights may be to render more difficult or discourage any attempt to acquire us
even if the acquisition may be favorable to the interests of our shareholders.
Because our board of directors can redeem the rights or approve a tender or
exchange offer, the rights should not interfere with a merger or other business
combination approved by the board.

Transfer Agent and Registrar

American Stock Transfer & Trust Company is our transfer agent and
registrar.

Description of Warrants

We may issue warrants to purchase debt securities, common stock,
preferred stock or other securities. We may issue warrants independently or
together with other securities. Warrants sold with other securities may be
attached to or separate from the other securities. We will issue warrants under
one or more warrant agreements between us and a warrant agent that we will name
in the prospectus supplement.

The prospectus supplement relating to any warrants we are offering will
include specific terms relating to the offering. We will file the form of any
warrant agreement with the SEC, and you should read the warrant agreement for
provisions that may be important to you. The prospectus supplement will include
some or all of the following terms:

. the title of the warrants

. the aggregate number of warrants offered

. the designation, number and terms of the debt securities, common
stock, preferred stock or other securities purchasable upon
exercise of the warrants, and procedures by which those numbers may
be adjusted

. the exercise price of the warrants

. the dates or periods during which the warrants are exercisable

. the designation and terms of any securities with which the warrants
are issued

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<PAGE>

. if the warrants are issued as a unit with another security, the
date on and after which the warrants and the other security will be
separately transferable

. if the exercise price is not payable in U.S. dollars, the foreign
currency, currency unit or composite currency in which the exercise
price is denominated

. any minimum or maximum amount of warrants that may be exercised at
any one time

. any terms, procedures and limitations relating to the
transferability, exchange or exercise of the warrants

Plan of Distribution

We may sell the offered securities in and outside the United States (a)
through underwriters or dealers, (b) directly to purchasers or (c) through
agents. The prospectus supplement will include the following information:

. the terms of the offering

. the names of any underwriters or agents

. the purchase price of the securities from us

. the net proceeds to us from the sale of securities

. any delayed delivery arrangements

. any underwriting discounts, commissions and other items
constituting underwriters' compensation

. any initial public offering price

. any discounts or concessions allowed or reallowed or paid to
dealers

. any commissions paid to agents

Sale Through Underwriters or Dealers

If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.

During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters also may impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.

17
<PAGE>

If we use dealers in the sale of securities, we will sell the
securities to them as principals. They may then resell those securities to the
public at varying prices determined by the dealers at the time of resale. We
will include in the prospectus supplement the names of the dealers and the terms
of the transaction.

Direct Sales and Sales Through Agents

We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act of 1933 with respect to any sale of those securities. We will describe the
terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities from us at the public offering price under
delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those
contracts.

General Information

We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.

Legal Opinions

Certain legal matters in connection with the preferred stock and common
stock we are offering will be passed upon for us by Sher Garner Cahill Richter
Klein McAlister & Hilbert, L.L.P., New Orleans, Louisiana. Certain legal matters
in connection with the debt securities and warrants we are offering will be
passed upon for us by Baker Botts L.L.P., Houston, Texas. Sher Garner Cahill
Richter Klein McAlister & Hilbert, L.L.P. will pass on all matters of Louisiana
law in this connection. Any underwriters will be advised about other issues
relating to any offering by their own legal counsel.

Experts

The consolidated balance sheet of Pride as of December 31, 1999, and
the related consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the three years in the period ended December
31, 1999, and the related schedules, incorporated by reference in this
prospectus, have been incorporated by reference herein in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

Independent Accountants

With respect to the unaudited consolidated financial information of
Pride for the three-month periods ended March 31, 2000 and 1999 incorporated by
reference in this prospectus, PricewaterhouseCoopers LLP

18
<PAGE>

reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report dated May 12, 2000 incorporated by reference in this prospectus states
that they did not audit and they do not express an opinion on that unaudited
consolidated financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature
of the review procedures applied. PricewaterhouseCoopers LLP is not subject to
the liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited consolidated financial information because that report
is not a "report" or a "part" of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11
of the Securities Act of 1933.

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any materials we file with
the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information about the operation of the
SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://www.sec.gov. You can
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

This prospectus is part of a registration statement we have filed with
the SEC relating to the securities we may offer. As permitted by SEC rules, this
prospectus does not contain all of the information we have included in the
registration statement and the accompanying exhibits and schedules we file with
the SEC. You may refer to the registration statement, the exhibits and the
schedules for more information about us and our securities. The registration
statement, exhibits and schedules are available at the SEC's public reference
room or through its Web site.

We are incorporating by reference information we file with the SEC,
which means that we are disclosing important information to you by referring you
to those documents. The information we incorporate by reference is an important
part of this prospectus, and later information that we file with the SEC
automatically will update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities:

. our annual report on Form 10-K for the year ended December 31,
1999, as amended by our annual report on Form 10-K/A dated June 16,
2000

. our quarterly report on Form 10-Q for the quarterly period ended
March 31, 2000

. the description of our common stock contained in our registration
statement on Form 8-A filed on August 19, 1997, as we may update
that description from time to time

. the description of our preferred share purchase rights contained in
our registration statement on Form 8-A filed on September 14, 1998,
as we may update that description from time to time

You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:

Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
Attention: Robert W. Randall
Secretary
Telephone: (713) 789-1400

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<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses payable by Pride
International, Inc. (the "Company") in connection with the offering described in
this Registration Statement.

Registration fee.................................. $132,000
Printing expenses................................. *
Accounting fees and expenses...................... *
Legal fees and expenses........................... *
Trustee fees and expenses......................... *
Rating agency fees................................ *
Miscellaneous..................................... *
--------
Total....................................... $ *
========
-----------------
* To be provided by amendment.

Item 15. Indemnification of Directors and Officers.

Section 83 of the Business Corporation Law of the State of Louisiana
gives corporations the power to indemnify officers and directors under certain
circumstances. Article IX of the Company's Restated Articles of Incorporation
and Section 13 of the Company's Bylaws contain provisions that provide for
indemnification of certain persons (including officers and directors).

Item 16. Exhibits.*

Exhibit No. Description of Exhibit
---------- ----------------------

**4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File Nos. 0-16961 and 1-13289).

**4.2 Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File Nos. 0-16961 and 1-13289).

**4.3 Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File Nos. 0-16961 and 1-13289).

**4.4 Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated September 8, 1997,
Registration No. 333-35089).

**4.5 Amendment to Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.5 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998, File No. 1-13289).

**4.6 Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 of the Company's Quarterly Report on Form 10-
Q for the quarterly period ended June 30, 1999, File No. 1-
13289).

II-1
<PAGE>

**4.7 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, File No. 1-13289).

**4.8 Rights Agreement dated as of September 9, 1998 between the
Company and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated September 10,
1998, File No. 1-13289).

**4.9 Indenture, dated as of May 1, 1997 (the "Senior Indenture"),
by and between the Company and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, File Nos. 0-16961 and 1-13289).

**4.10 Indenture, dated as of April 1, 1998 (the "Subordinated
Indenture"), between the Company and Marine Midland Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, File No. 1-13289).

+5.1 Opinion of Baker Botts L.L.P. as to the validity of the debt
securities and warrants.

+5.2 Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the validity of the preferred stock
and common stock.

12.1 Statement of computation of ratio of earnings to fixed
charges.

15.1 Awareness letter of PricewaterhouseCoopers LLP.

23.1 Consent of PricewaterhouseCoopers LLP.

+23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

+23.3 Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (included in Exhibit 5.2).

24.1 Powers of Attorney (included on the signature page of the
Registration Statement).

+25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, as
trustee under the Senior Indenture, on Form T-1.

+25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of HSBC Bank USA, as trustee under the
Subordinated Indenture, on Form T-1.

------------------
* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement relating to securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants, or (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby.

** Incorporated by reference as indicated.

+ To be filed by amendment.

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<PAGE>

Item 17. 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 of 1933;

(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) of the Securities Act
of 1933 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; and

(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 registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

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<PAGE>

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 23, 2000.

PRIDE INTERNATIONAL, INC.

By: /s/ Paul A. Bragg
-----------------------------------------
Paul A. Bragg
Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below appoints Paul A. Bragg, Earl
W. McNiel and Robert W. Randall, and each of them severally, each of whom may
act without the joinder of the others, as his true and lawful attorneys-in- fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign (i) any and all
amendments (including post-effective amendments) to this Registration Statement
and (ii) any Registration Statement of the type contemplated by Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on June 23, 2000.

Signature Title
--------- -----

/s/ Paul A. Bragg Chief Executive Officer,
--------------------------------------------
Paul A. Bragg President and Director
(Principal Executive Officer)

/s/ Earl W. McNiel Vice President and Chief
--------------------------------------------
Earl W. McNiel Financial Officer
(Principal Financial Officer)

/s/ Terry L. Vandal Controller
--------------------------------------------
Terry L. Vandal
(Principal Accounting Officer)

/s/ James B. Clement Chairman of the Board
--------------------------------------------
James B. Clement

/s/ Christian J. Boon Falleur Director
--------------------------------------------
Christian J. Boon Falleur

/s/ Remi Dorval Director
--------------------------------------------
Remi Dorval

/s/ Jorge E. Estrada M. Director
--------------------------------------------
Jorge E. Estrada M.

/s/ William E. Macaulay Director
--------------------------------------------
William E. Macaulay

II-5
<PAGE>

/s/ Ralph D. McBride Director
--------------------------------------------
Ralph D. McBride

/s/ James T. Sneed Director
--------------------------------------------
James T. Sneed

II-6
<PAGE>

INDEX TO EXHIBITS*

Exhibit No. Description of Exhibit
---------- ----------------------

**4.6 Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 of the Company's Quarterly Report on Form 10-
Q for the quarterly period ended June 30, 1999, File No. 1-
13289).

**4.7 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, File No. 1-13289).

+5.1 Opinion of Baker Botts L.L.P. as to the validity of the debt
securities and warrants.

+5.2 Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the validity of the preferred stock
and common stock.

12.1 Statement of computation of ratio of earnings to fixed
charges.

15.1 Awareness letter of PricewaterhouseCoopers LLP.

23.1 Consent of PricewaterhouseCoopers LLP.

+23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

II-7
<PAGE>

+23.3 Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (included in Exhibit 5.2).

24.1 Powers of Attorney (included on the signature page of the
Registration Statement).

+25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, as
trustee under the Senior Indenture, on Form T-1.

+25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of HSBC Bank USA, as trustee under the
Subordinated Indenture, on Form T-1.

** Incorporated by reference as indicated.

+ To be filed by amendment.

II-8