UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 1719, 2011

PRIDE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13289	76-0069030
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)


Delaware (State or other jurisdiction of incorporation)		1-13289 (Commission File Number)		76-0069030 (I.R.S. Employer Identification No.)

5847 San Felipe, Suite 3300
Houston, Texas		77057
(Address of principal executive offices)		(Zip Code)


5847 San Felipe, Suite 3300
Houston, Texas (Address of principal executive offices)		77057 (Zip Code)

Registrant’s telephone number, including area code: (713) 789-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01		Entry into a Material Definitive Agreement


Item 8.01		Other Events

On ~~February~~May 619, 2011, Pride ~~entered~~International, ~~into~~Inc. a(“Pride”) ~~merger~~and ~~agreement~~the ~~with~~other ~~Ensco~~named ~~plc~~defendants ~~and~~signed ~~two~~a memorandum of ~~its subsidiaries.~~understanding ~~Pursuant~~with to the ~~merger~~plaintiffs ~~agreement~~to ~~and~~settle ~~subject~~the topreviously ~~the~~disclosed stockholder ~~conditions~~class ~~provided~~action lawsuits filed in the ~~agreement,~~ ~~Pride~~Delaware ~~will~~Court ~~merge~~of ~~with~~Chancery ~~one~~related ofto the ~~subsidiaries~~ Agreement and ~~become~~Plan anof ~~indirect~~Merger, ~~wholly~~dated ~~owned subsidiary~~as of ~~Ensco. On April~~February 266, 2011, ~~Pride~~and ~~filed~~amended ~~with~~as ~~the~~of ~~SEC~~March 1, a2011 ~~definitive~~(as ~~joint~~so ~~proxy~~amended, ~~statement/prospectus~~the of“Merger ~~Ensco~~Agreement”), ~~and~~among Pride, inEnsco ~~connection~~plc ~~with~~(“Ensco”), ~~the~~ENSCO ~~proposed~~International ~~merger. Pride is providing~~Incorporated ~~certain~~(“Delaware ~~additional~~Sub”) ~~disclosure~~and ~~that~~ENSCO ~~supplements~~Ventures ~~disclosure~~LLC ~~contained~~(“Merger ~~in the joint proxy statement/prospectus~~Sub”). ~~These~~As ~~additional~~part ~~disclosures~~of ~~should~~the bememorandum ~~read~~of inunderstanding and ~~conjunction~~subject ~~with~~to the ~~disclosures~~ ~~contained~~approval ~~therein.~~of To the ~~extent~~Ensco ~~that~~board ~~information~~of indirectors, ~~this~~Pride, ~~Current~~Ensco, ~~Report~~Delaware onSub ~~Form~~and ~~8-K~~Merger ~~differs~~Sub ~~from~~have oragreed ~~updates~~to, ~~information~~among ~~contained~~other ~~in the joint proxy statement/prospectus~~things, ~~this~~enter ~~Current Report~~into onAmendment ~~Form 8-K is more current~~No. 2 ~~Capitalized~~to ~~terms~~the ~~used~~Merger ~~but~~Agreement ~~not~~on ~~defined in~~ the ~~additional~~ ~~disclosures~~terms ~~have~~summarized ~~the~~below ~~meanings given them in~~ (the ~~joint proxy statement/prospectus~~“Amendment”).

~~Additional~~ The ~~Disclosure~~Amendment ~~Regarding~~would reduce the ~~Opinion~~fee payable by Pride in connection with certain terminations of the ~~Goldman~~Merger Agreement to $195 million from $260 million. The Amendment also would shorten the “tail period” for certain transactions that could trigger a termination fee from 12 months to nine months after termination. Under the Amendment, ~~Sachs~~the &$195 million Cofee would be payable by Pride if the agreement is terminated under specified circumstances, including (1) the decision by the Pride board of directors to accept a superior proposal, (2) an adverse change in the recommendation of the Pride board of directors or (3) a failure to obtain approval by Pride stockholders after public disclosure of an alternative business combination proposal before the stockholder meeting and either the Pride board of directors determines such proposal to be a superior proposal or, within nine months after termination of the Merger Agreement, Pride enters into a definitive agreement or consummates an alternative business combination proposal.

The ~~first~~Amendment ~~paragraph~~also onwould ~~Page~~eliminate 83the of“force the ~~joint~~vote” ~~proxy~~provision ~~statement/prospectus~~applicable ~~under~~to ~~the~~Pride ~~caption “The~~such ~~Merger—Opinion~~that ofPride ~~Goldman,~~would ~~Sachs~~not &be ~~Co.—Summary~~required ofto ~~Financial~~submit ~~Analyses~~the adoption of ~~Pride’s~~the ~~Financial Advisor—~~Merger ~~Historical~~Agreement ~~Exchange~~to ~~Ratio~~its ~~Analysis”~~stockholders if isthe ~~supplemented~~Pride toboard ~~read~~of asdirectors ~~set~~made ~~forth~~an ~~below.~~adverse ~~The~~recommendation ~~new text is underlined~~change.

~~Historical~~The ~~Exchange~~memorandum ~~Ratio~~of ~~Analysis.~~understanding ~~Goldman~~also ~~Sachs~~provides, ~~calculated~~among ~~the~~other ~~average~~things, ~~historical~~that ~~exchange ratios~~the ofparties ~~Pride~~will ~~common stock~~ seek to ~~Ensco~~enter ~~ADSs~~into ~~based~~a onstipulation ~~the closing prices~~ of ~~Pride~~settlement ~~common~~which ~~stock~~provides ~~and Ensco~~for ~~ADSs during~~ the ~~30-trading~~release ~~day,~~of ~~60-trading~~certain ~~day,~~claims ~~90-trading~~held ~~day, one-year, three-year and~~by ~~five-year~~such ~~periods~~class. ~~ended~~The ~~February 4,~~stipulation ~~2011, as well as the exchange ratio~~ of the ~~closing~~settlement ~~prices~~will ~~of Pride~~be ~~common~~subject ~~stock~~ to ~~Ensco~~customary ~~ADSs on February 4~~conditions, ~~2011. This analysis provides a perspective on~~including ~~the~~court ~~relative~~approval. ~~closing~~There ~~prices~~can ofbe ~~Pride~~no ~~common~~assurance ~~stock~~that ~~and~~the ~~Ensco~~parties ~~ADSs~~will ~~during~~ultimately ~~various~~enter ~~historical~~into ~~periods~~a instipulation ~~view~~ of ~~Ensco~~settlement ~~ADSs~~that ~~constituting~~receives acourt ~~substantial~~approval. ~~portion~~Further, of the ~~total~~memorandum ~~consideration~~of ~~being~~understanding is ~~paid~~also ~~by Ensco~~subject into the ~~transaction.~~approval ~~The~~of ~~following table presents~~ the ~~results~~Ensco board of ~~this analysis:~~directors.

~~The~~ Pursuant ~~section~~to ~~captioned~~the ~~“The~~memorandum ~~Merger—Opinion~~ of ~~Goldman~~understanding, ~~Sachs~~Pride &has ~~Co.—Summary~~agreed ofto ~~Financial~~make ~~Analyses~~certain additional ofdisclosure ~~Pride’s~~related ~~Financial~~to ~~Advisor—Relative~~the ~~Discounted~~proposed ~~Cash~~merger, ~~Flow~~which ~~Analysis”~~are ~~beginning~~set onforth ~~page~~below. 83These ofadditional ~~the~~disclosures supplement the disclosure contained in the definitive joint proxy statement/prospectus isof ~~supplemented~~Ensco toand Pride filed with the SEC on April 26, 2011, and should be read asin ~~set~~conjunction ~~forth~~with ~~below~~the disclosures contained therein. ~~The~~To ~~new~~the ~~text~~extent isthat information in this Current Report on Form 8-K differs from ~~underlined~~or updates information contained in the joint proxy statement/prospectus, this Current Report on Form 8-K is more current.

Relative Discounted Cash Flow Analysis. Goldman Sachs performed an illustrative relative discounted cash flow analysis to determine the implied net present value per share of Pride common stock, the implied net present value per Ensco ADS and the implied exchange ratio of Pride common stock to Ensco ADSs, assuming each company continued to operate as a standalone company, using the Base Case Forecasts for Pride and Ensco.

In its analysis Goldman Sachs applied a range of illustrative discount rates for each of Pride and Ensco ranging from 9% to 13%, derived by utilizing the capital asset pricing model, which takes into account certain financial metrics, including betas, for Pride and Ensco, as well as certain financial metrics for the United States financial markets generally, to the projected cash flows (beginning January 1, 2011 and discounted using the mid-year convention) generated by Pride’s and Ensco’s assets over their estimated remaining lives. This analysis resulted in a range of implied exchange ratios of 0.46x to 0.51x. This analysis resulted in a range of implied net present values per share of Pride common stock of $23.52 to $38.44 and per Ensco ADS of $51.69 to $75.62.

~~Goldman~~Additional ~~Sachs~~Disclosure ~~also~~Regarding ~~performed~~ the ~~same~~Fleet ~~analysis~~Profile ~~as in the paragraph above based upon the same assumptions, except that in this analysis Goldman Sachs applied a range of discount rates~~ for ~~Pride ranging from 9% to 13% and applied a range of discount rates for~~ Ensco ~~equal to 100 basis points higher than the corresponding discount rate for Pride. This analysis resulted in a range of implied exchange ratios of 0.49x to 0.56x. Based~~ on a ~~range~~Pro ofForma ~~illustrative discount rates of 9% to~~Basis ~~13% for each of Pride and Ensco, this analysis resulted in a range of implied net present values per share of Pride common stock of $23.52 to $38.44 and per Ensco ADS of $51.69 to $75.62.~~

~~Goldman~~The ~~Sachs~~following ~~also~~table ~~calculated~~compares ~~implied~~the ~~exchange~~fleet ~~ratios~~profile ~~of Pride common stock to Ensco ADSs using present values of estimated cash flows~~ for ~~Pride and~~ Ensco ~~through the year 2015 and present values of an illustrative terminal value of Pride and Ensco at the end of year 2015, based~~ on a ~~range~~ ofpro ~~multiples~~forma ~~for~~basis ~~Ensco~~(after ofgiving effect ~~3.0x~~ to ~~11.0x estimated 2016 EBITDA and a range of multiples for Pride of~~ the ~~corresponding~~merger ~~multiple~~contemplated ~~for Ensco plus 0.0x to 2.0x, assuming an illustrative discount rate of 11%. The enterprise value to forward year EBITDA multiple range used~~ by ~~Goldman~~the ~~Sachs~~Merger ~~in this~~Agreement) ~~analysis~~with ~~was derived by Goldman Sachs utilizing~~ its ~~experience~~competitors ~~and~~as professional judgment, taking into account current and historical trading data and the current and historical enterprise value to forward year EBITDA multiples for Pride, Ensco and the Selected Companies referenced in “— Opinion of ~~Goldman~~February 6, ~~Sachs & Co.—Summary of Financial Analyses of Pride’s Financial~~ ~~Advisor—Selected~~2011 ~~Companies~~based ~~Analysis” above. This analysis resulted in a range of implied exchange ratios of 0.36x to 0.62x. Based~~ on apublic ~~range~~disclosures ofby ~~multiples~~each ~~for Pride of 4.0x to 12.0x estimated~~company: 2016 EBITDA and a range of multiples for Ensco of 3.0x to 11.0x estimated 2016 EBITDA, this analysis resulted in a range of implied net present values per share of Pride common stock of $15.84 to $45.48 and per Ensco ADS of $33.65 to $79.93.

Goldman Sachs also calculated implied exchange ratios of Pride common stock to Ensco ADSs using present values of estimated cash flows for Pride and Ensco through the year 2015 and present values of an illustrative terminal value of Pride and Ensco at the end of year 2015, based on a range of multiples for Ensco of 3.0x to 11.0x estimated 2016 EBITDA and a range of multiples for Pride of the corresponding multiple for Ensco plus 0.0x to 2.0x, assuming an illustrative discount rate of 11% for Pride and an illustrative discount rate of 12% for Ensco. The enterprise value to forward year EBITDA multiple range used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its experience and professional judgment, taking into account current and historical trading data and the current and historical enterprise value to forward year EBITDA multiples for Pride, Ensco and the Selected Companies referenced in “— Opinion of Goldman, Sachs & Co.—Summary of Financial Analyses of Pride’s Financial Advisor— Selected Companies Analysis” above. This analysis resulted in a range of implied exchange ratios of 0.37x to 0.64x. Based on a range of multiples for Pride of 4.0x to 12.0x estimated 2016 EBITDA and a range of multiples for Ensco of 3.0x to 11.0x estimated 2016 EBITDA, this analysis resulted in a range of implied net present values per share of Pride common stock of $15.84 to $45.48 and per Ensco ADS of $32.52 to $76.79.


	Floaters		Jackups		Other
	(By number of assets)
Ensco (pro forma)		27		49		1
Diamond Offshore Drilling, Inc.		35		13		—
Noble Corporation		26		45		3
Rowan Companies, Inc.		—		31		—
Seadrill Limited		18		21		17
Transocean Ltd.		75		66		2

3Additional Disclosure Regarding Third Party Proposals

The ~~second~~following ~~full~~disclosure ~~paragraph~~supplements ~~on page 86 of~~ the ~~joint~~discussion ~~proxy statement/prospectus~~ under the caption “~~The Merger—Opinion~~Background of ~~Goldman,~~the ~~Sachs~~Merger” &on page ~~Co.—Summary~~63 of ~~Financial Analyses of Pride’s Financial Advisor” is supplemented to read as set forth below. The new text is underlined and~~ the ~~deleted text~~joint isproxy ~~stricken through~~statement/prospectus.

~~The~~From ~~board~~the ofannouncement ~~directors~~ of ~~Pride selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to~~ the merger~~. Pursuant~~ toon ~~a letter agreement dated January 26~~February 7, 2011, ~~Pride engaged Goldman Sachs~~ to ~~act as its financial advisor in connection with~~ the ~~mergercertain potential~~date ~~extraordinary~~hereof, ~~transactions~~no ~~involving~~third ~~Pride. Pursuant~~party ~~to the terms of the engagement~~or ~~letter,~~representative ~~Pride~~thereof has ~~agreed~~contacted toPride ~~pay~~or ~~Goldman~~its ~~Sachs~~advisors ~~a transaction fee in connection~~ with ~~the~~respect ~~merger currently estimated~~ to beany ~~approximately~~proposal ~~$42~~or ~~million~~offer ~~(which is based on the closing price of~~by ~~Ensco~~such ~~ADSs~~party and Pride net debt as of March 31, 2011), of which $5 million became payable upon execution of the engagement letter and the remainder is contingent upon consummation of the merger. The engagement letter also provides that, in the event that a transaction fee had not been paid and there was an attempt to acquire ~~or influence control of~~ Pride or ~~its~~engage ~~Board~~in ~~of Directors,~~any ~~Pride~~business ~~would~~combination ~~pay,~~transaction ~~subject~~with toPride ~~certain~~in ~~limitations,~~lieu ~~an advisory fee~~ of ~~up to $12,500,000.~~ In addition, Pride has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the ~~federal securities laws~~merger.

Additional Disclosure Regarding Pride Prospective Financial Information

The following disclosures supplement the selected unaudited prospective financial information set forth under the caption “The Merger—Pride Prospective Financial Information” beginning on page 88 of the joint proxy statement/prospectus. This additional disclosure should be read in conjunction with other disclosure set forth in such section, including, but not limited to, information regarding the preparation of unaudited prospective financial information, the estimates and assumptions underlying such unaudited prospective financial information and other cautionary language included therein. We caution you not to rely on the unaudited prospective financial information set forth below. We urge you to read carefully the entire joint proxy statement/prospectus, including the annexes and the other documents to which the joint proxy statement/prospectus refers or incorporates by reference. No representation is made by Pride, Ensco or any other person to any stockholder regarding the ultimate performance of Pride or Ensco compared to the unaudited prospective financial information. No representation was made by Pride to Ensco in the merger agreement concerning this information.

The following table presents selected estimated unaudited prospective financial information prepared by Pride as of February 4, 2011 and included in the Base Case Forecasts for Pride and Ensco:

	Year ended December 31,
	2011E			2012E		2013E		2014E		2015E		2016E
						(In millions)
EBITDA
Pride	$	875		$	987	$	1,108	$	1,125	$	1,175	$	1,134
Ensco		759			1,046		1,204		1,323		1,378		1,407
Free cash flow(1)
Pride		(365	)		598		311		841		860		787
Ensco		(232	)		149		520		891		888		1,111

(1) Free cash flow as used herein is defined as cash flow from operating activities plus cash flow from investing activities.

Additional Disclosure Regarding the Rig Fleets of Pride and Ensco

The following table sets forth the average remaining asset lives for Pride by rig class as of February 4, 2011 (in years remaining) based on Pride management’s then-current estimates, which are subject to change based on market conditions and decisions on maintenance and investment:

	Average Remaining
Rig Class	Asset Life
Ultra deepwater (newbuild drillships)		35
Deepwater (dynamically positioned)		24
Deepwater (semisubmersibles)		18
Midwater		12
Independent leg jackups		6

The following table sets forth the average remaining asset lives for Ensco by rig class as of February 4, 2011 (in years remaining) based on Pride management’s then-current estimates, which are subject to change based on market conditions and decisions on maintenance and investment:

	Average Remaining
Rig Class	Asset Life
Deepwater rig (8500 Series)		35
Deepwater rig (7500 Series)		25
Independent leg jackups		12

***

Additional Information

In connection with the proposed transaction, Ensco and Pride have filed a definitive joint proxy statement/prospectus with the SEC. INVESTORS AND SECURITY HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus has been sent to security holders of Ensco and Pride seeking their approval of the proposed transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus and other relevant documents filed by Ensco and Pride with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties may also obtain, without charge, a copy of the definitive joint proxy statement/prospectus and other relevant documents by directing a request by mail or telephone to either Investor Relations, Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone 214-397-3015, or Investor Relations, Pride International, Inc., 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400. Copies of the documents filed by Ensco with the SEC are available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.” Copies of the documents filed by Pride with the SEC are available free of charge on Pride’s website at www.prideinternational.com under the tab “Investor Relations”. Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

Pride’s website at www.prideinternational.com under the tab “Investor Relations”. Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

Ensco and Pride and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in Ensco’s proxy statement relating to its 2011 General Meeting of Shareholders, as filed with the SEC on April 5, 2011, and Pride’s Amendment No. 1 to its Annual Report on Form 10-K/A, as filed with the SEC on April 29, 2011, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the definitive joint proxy statement/prospectus and other relevant documents regarding the transaction filed by Ensco and Pride with the SEC.

Item 9. 01 Financial Statements and Exhibits

(d)

Exhibits

99.1 Consent of Goldman, Sachs & Co.

	2.1		Form of Amendment No. 2 to Agreement and Plan of Merger by and among Pride, Ensco, Delaware Sub and Merger Sub

	99.1		Press release issued by Pride dated May 20, 2011

SIGNATURE

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

PRIDE INTERNATIONAL, INC. By: /s/ Brady K. Long Brady K. Long Vice President—--General Counsel & Secretary

Date: May 1720, 2011

EXHIBIT INDEX

No.		~~Description~~	Description
99.1		Consent of Goldman, Sachs & Co.
	2.1		Form of Amendment No. 2 to Agreement and Plan of Merger by and among Pride, Ensco, Delaware Sub and Merger Sub
	99.1		Press release issued by Pride dated May 20, 2011

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