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~~PURSUANT ~~Report~~TO SECTION 13 OR 15(~~date~~d) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported):~~ACT ~~May 23,~~OF ~~2011~~1934

DATE OF REPORT (Date of earliest event reported): May 31, 2011

PRIDE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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


Delaware	001-13289	76-0069030
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

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

(Address of Principal Executive Offices and Zip Code)

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

~~Check~~Not ~~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):~~ Applicable

o(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

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))

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

~~Item~~ On 1May 31, 2011, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of February 6, 2011, as amended, by and among Ensco plc (“Ensco”), Pride International, Inc.01 (“Pride”), ~~Entry~~ENSCO Ventures LLC (“Merger Sub”), and ENSCO International Incorporated, Merger Sub was merged with and into aPride ~~Material~~(the ~~Definitive~~“Merger”) ~~Agreement~~with Pride as the surviving entity and an indirect, wholly-owned subsidiary of Ensco.

~~On May~~Item ~~23, 2011, Pride International, Inc~~1.01 ~~(“Pride”) entered~~Entry into ~~the~~a ~~Amendment~~Material ~~No.~~Definitive ~~2 (the “Amendment”) to the~~ Agreement and Plan of Merger, dated as of February 6, 2011 and amended as of March 1, 2011 (as so amended, the “Merger Agreement”), among Pride, Ensco plc (“Ensco”), ENSCO International Incorporated, an indirect, wholly-owned subsidiary of Ensco, and ENSCO Ventures LLC, an indirect, wholly-owned subsidiary of Ensco, previously disclosed in Pride’s Current Report on Form 8-K filed with the SEC on May 20, 2011.

~~The~~On ~~Amendment~~May 31, ~~reduces~~2011, Ensco received the ~~fee~~consent ~~payable~~from bymore ~~Pride~~than ina ~~connection~~majority ~~with~~in ~~certain~~principal ~~terminations~~amount of ~~the~~ ~~Merger~~the ~~Agreement~~holders toof ~~$195 million~~the ~~from $260 million~~8.500% ~~The~~Senior ~~Amendment~~Notes ~~also~~due ~~shortens~~2019, the ~~“tail~~6.875% ~~period” for~~Senior ~~certain~~Notes ~~transactions~~due ~~that~~2020, ~~could~~and ~~trigger~~the a7.875% Senior ~~termination~~Notes ~~fee~~due ~~from~~2040 ~~12 months~~of toPride ~~nine months after termination. Under the Amendment~~(collectively, the ~~$195 million~~“Pride ~~fee~~Notes”) isto ~~payable~~amend bycertain ~~Pride~~provisions ifof the ~~agreement is~~ ~~terminated under specified circumstances~~Indenture, ~~including~~dated ~~(1) the~~as ~~decision by the Pride board~~ of ~~directors~~ toJuly 1, ~~accept~~2004 a(as ~~superior~~supplemented ~~proposal,~~on ~~(2)~~June an2, ~~adverse~~2009 ~~change~~and inon ~~the~~August 6, ~~recommendation~~2010, of the ~~Pride~~ ~~board of directors or (3~~“Indenture”) a, ~~failure~~by toand ~~obtain~~between ~~approval by~~ Pride ~~stockholders~~and ~~after~~The ~~public disclosure~~Bank of anNew ~~alternative~~York ~~business~~Mellon, ~~combination~~as ~~proposal~~trustee ~~before~~ (the ~~stockholder~~“Trustee”), ~~meeting and~~in ~~either~~connection with the ~~Pride~~integration ~~board~~ of ~~directors~~Ensco’s ~~determines~~and ~~such~~Pride’s ~~proposal~~businesses tofollowing besuccessful ~~a superior proposal or, within~~completion ~~nine months after termination~~ of the Merger ~~Agreement,~~to ~~Pride~~allow ~~enters~~the ~~into~~integrated acompany ~~definitive~~greater ~~agreement~~flexibility ~~or consummates~~in ~~an alternative business combination proposal~~operations.

~~The~~On ~~Amendment~~May 31, ~~also~~2011, ~~eliminates~~Pride entered into the ~~“force~~Fourth Supplemental Indenture (the ~~vote~~“Fourth Supplemental Indenture”), ~~provision~~dated ~~applicable~~as toof May 31, 2011, among Ensco, Pride ~~such~~and ~~that~~the Trustee. Pursuant to ~~Pride~~the ~~would~~Fourth ~~not~~Supplemental beIndenture, ~~required~~(i) Ensco issued an unconditional and irrevocable guarantee (the “Guarantee”) of the prompt payment, when due, of any amount owed to ~~submit~~the holders of the ~~adoption~~Pride Notes and (ii) certain provisions of the ~~Merger~~Indenture ~~Agreement~~were amended to ~~its~~modify ~~stockholders~~certain ifreporting requirements, provide the ~~Pride~~ability ~~board~~to transfer assets among Ensco subsidiaries and apply the covenants limiting the incurrence of ~~directors~~liens ~~made~~and anthe ~~adverse~~entry ~~recommendation~~into ~~change~~sale and leaseback transactions to Ensco and its subsidiaries.

~~***~~ The foregoing is qualified in its entirety by reference to the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 and is incorporated into this Item 1.01 by reference.

~~Additional~~Item 1.02 ~~Information~~Termination of a Material Definitive Agreement.

InOn ~~connection with the proposed transaction~~May 31, ~~Ensco~~2011 and ~~Pride~~in ~~have~~connection ~~filed a definitive joint proxy statement/prospectus~~ with the ~~SEC.~~consummation ~~INVESTORS~~of ~~AND~~the ~~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~~Merger, ~~THE~~Pride ~~PARTIES~~repaid ~~TO THE TRANSACTION AND THE RISKS~~all ~~ASSOCIATED~~outstanding ~~WITH~~amounts ~~THE TRANSACTION. A definitive joint proxy statement/prospectus has been sent to security holders of Ensco~~ and ~~Pride~~terminated ~~seeking~~its ~~their~~Amended ~~approval of the proposed transaction. Investors~~ and ~~security~~Restated ~~holders~~Revolving ~~may~~Credit ~~obtain~~Agreement adated ~~free~~as ~~copy~~ of ~~the definitive joint proxy statement/prospectus and~~ ~~other~~July 30, ~~relevant~~2010 ~~documents~~among ~~filed by Ensco and~~ Pride, ~~with~~ the ~~SEC~~lenders from ~~the~~time ~~SEC’s~~to ~~website~~time ~~at www.sec.gov. Security holders and other interested~~ parties ~~may~~thereto, ~~also obtain~~Citibank, ~~without charge~~N.A., ~~a copy~~as ofadministrative ~~the~~agent ~~definitive~~for ~~joint~~the ~~proxy~~lenders, ~~statement/prospectus~~Natixis and ~~other~~Wells ~~relevant~~Fargo ~~documents~~Bank, byNational ~~directing~~Association, aas ~~request~~syndication byagents ~~mail~~for orthe ~~telephone~~lenders, toBank ~~either~~of ~~Investor Relations~~America, ~~Ensco plc, 500~~ N. ~~Akard~~A., ~~Suite 4300, Dallas,~~as ~~Texas~~documentation ~~75201,~~agent ~~telephone~~for ~~214-397-3015,~~the ~~or Investor Relations~~lenders, and ~~Pride International~~Citibank, ~~Inc~~N.A., ~~5847 San~~Natixis ~~Felipe,~~and ~~Suite 3300,~~Wells ~~Houston~~Fargo Bank, ~~Texas~~National ~~77057~~Association, ~~telephone~~as ~~713-789-1400.~~issuing ~~Copies~~banks of the ~~documents filed~~ byletters ~~Ensco with the SEC are available free~~ of ~~charge~~credit ~~on Ensco’s website at www~~thereunder.~~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

Item 2.01 Completion of Acquisition or Disposition of Assets.

~~holders~~ On ~~may~~May 31, ~~also~~2011, ~~read~~Ensco ~~and~~completed ~~copy~~the ~~any~~previously ~~reports,~~announced ~~statements~~acquisition ~~and~~of ~~other~~Pride. ~~information~~Pursuant ~~filed with the~~to ~~SEC at~~ the ~~SEC~~terms ~~public~~and ~~reference~~conditions ~~room~~of atthe ~~100~~Merger ~~F Street N.E.~~Agreement, ~~Room 1580,~~Merger ~~Washington,~~Sub ~~D.C.~~was ~~20549. Please~~merged ~~call~~with ~~the~~and ~~SEC~~into atPride ~~(800) 732-0330~~with Pride oras ~~visit~~ the ~~SEC’s~~surviving ~~website~~entity ~~for~~and ~~further~~an ~~information~~indirect, onwholly-owned ~~its public~~subsidiary ~~reference~~of ~~room~~Ensco.

~~Ensco~~Pursuant ~~and~~to ~~Pride~~the ~~and~~Merger ~~their respective directors~~Agreement, ~~executive~~Pride ~~officers~~stockholders ~~and~~(other ~~certain~~than ~~other~~dissenting ~~members~~stockholders and ofstockholders ~~management~~who ~~may~~are beunable ~~deemed~~or fail to betimely ~~participants~~make incertifications ~~the~~as ~~solicitation~~to ofU.K. ~~proxies~~residency) ~~from~~have ~~their respective~~the ~~security~~right ~~holders with respect~~ to ~~the~~receive ~~transaction~~0.4778 ~~Information~~American ~~about~~depositary ~~these~~shares, ~~persons~~or isADSs, ~~set~~each ~~forth~~whole ~~in Ensco’s~~ADS ~~proxy~~representing ~~statement~~one ~~relating~~Class A toordinary ~~its~~share ~~2011 General Meeting~~ of ~~Shareholders~~Ensco, asnominal ~~filed~~value ~~with~~$0.10 ~~the~~per ~~SEC on April 5~~share, ~~2011,~~ and ~~Pride’s Amendment No~~$15. 160 toper ~~its~~share ~~Annual~~in ~~Report~~cash onfor ~~Form~~each outstanding ~~10-K/A,~~share asof ~~filed~~Pride ~~with the~~common ~~SEC~~stock. Based on ~~April 29,~~the ~~2011,~~closing ~~and~~price ~~subsequent statements~~ of ~~changes~~Ensco incommon ~~beneficial~~stock ~~ownership~~ on ~~file~~May ~~with~~27, 2011, the ~~SEC.~~aggregate ~~Security~~value ~~holders~~of ~~and~~the ~~investors~~merger ~~may~~consideration ~~obtain~~was ~~additional~~approximately ~~information~~$7.5 billion. ~~regarding~~The ~~the~~$7.5 ~~interests~~billion consists of ~~such~~approximately ~~persons,~~$2.8 billion ~~which~~paid ~~may~~in becash ~~different~~and ~~than~~approximately ~~those~~$4.7 billion ofpaid through the ~~respective~~issuance ~~companies’~~of ~~security holders~~approximately ~~generally,~~86 million byEnsco ~~reading~~ADSs. ~~the~~Ensco ~~definitive~~shareholders ~~joint~~and ~~proxy~~former ~~statement/prospectus~~Pride stockholders hold approximately 62% and ~~other~~38%, ~~relevant documents~~respectively, ~~regarding~~of the ~~transaction~~combined ~~filed~~company’s byshares outstanding ~~Ensco~~(excluding ~~and~~shares ~~Pride~~issuable ~~with~~pursuant ~~the~~to ~~SEC~~outstanding options).

~~Item~~ The ~~9.01~~foregoing ~~Financial~~description ~~Statements~~of the Merger Agreement and the Merger is not complete and is qualified in it is entirety by reference to the Merger Agreement and all amendments, which are filed as Exhibits 2.1, 2.2 and 2.3, respectively, and are incorporated into this Item 2.01 by reference.

~~(d)~~Item ~~Exhibits~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~2.1~~ On ~~Amendment~~May 31, No2011, the New York Stock Exchange (“NYSE”) was notified that the Merger had been completed. 2Ensco requested the NYSE to ~~Agreement~~file ~~and~~a ~~Plan~~notification of ~~Merger,~~removal ~~dated~~from ~~May~~listing 23on Form 25 with the SEC with respect to the Pride common stock and the rights to purchase Pride preferred stock. In addition, ~~2011~~Pride will file with the SEC a certification and notice of termination on Form 15 with respect to the Pride common stock, bythe rights to purchase Pride preferred stock and ~~among~~the Pride Notes deregistering such securities under Section 12(g) of the Exchange Act of 1934, ~~Ensco~~as amended (the “Exchange Act”), ~~ENSCO~~and ~~International~~that ~~Incorporated~~the reporting obligations of Pride under Sections 13 and ~~ENSCO~~15(d) ~~Ventures~~of ~~LLC~~the Exchange Act have been suspended.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Merger Agreement, each outstanding share of Pride common stock (other than each share held by dissenting stockholders, stockholders who are unable or fail to timely make certifications as to U.K. residency, shares held by Pride or its subsidiaries and shares held by Ensco or its subsidiaries) was converted in the Merger into the right to receive 0.4778 ADSs of Ensco and $15.60 in cash.

The information set forth under Item 1.01 above is hereby incorporated into this Item 3.03 by reference. On May 31, 2011, Ensco entered into the Fourth Supplemental Indenture for the Pride Notes whereby certain provisions of the Indenture were amended to modify certain reporting requirements, provide the ability to transfer assets among Ensco subsidiaries and apply the covenants limiting the incurrence of liens and the entry into sale and leaseback transactions to Ensco and its subsidiaries. The foregoing is qualified in its entirety by reference to the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 and is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, Merger Sub was merged with and into Pride with Pride as the surviving entity and an indirect, wholly-owned subsidiary of Ensco. The information set forth under Item 2.01 above is hereby incorporated by reference. Ensco paid the cash portion of the merger consideration using a combination of cash on hand and the net proceeds of its offering of senior notes completed on March 17, 2011.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the terms of the Merger Agreement, the officers of Merger Sub immediately prior to the effective time of the Merger, David A. Armour, President; Tom L. Rhoades, Vice President and Treasurer; and Robert O. Isaac, Vice President and Secretary, became the directors and officers of Pride. At the effective time of the Merger, Mr. Armour, 53, was the Vice President — Finance of Ensco and has been an employee in various capacities in Ensco’s finance department for over five years; Mr. Rhoades, 52, was Ensco’s Director of Tax and has been an employee in various capacities in Ensco’s tax department for over five years; and Mr. Isaac, 60, was the Associate General Counsel of Ensco and has been an employee in various capacities in Ensco’s legal department for over five years.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger on May 31, 2011, Pride’s certificate of incorporation and bylaws were amended and restated. The new certificate of incorporation and amended and restated bylaws of Pride are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 31, 2011, Pride held a special meeting of stockholders in order to approve: (1) the adoption of the Merger Agreement and (2) the adjournment of the special meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement. The following is a summary of the voting results:

Proposal 1 to adopt the Merger Agreement.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
139,142,195	102,247	115,657	N.A.

Proposal 2 was not presented to the stockholders of Pride for a vote at the special meeting. As a result, no stockholder action was taken on Proposal 2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of February 6, 2011, by and among Pride, Ensco, ENSCO International Incorporated, and ENSCO Ventures LLC (incorporated by reference to Exhibit 2.1 to Pride’s Current Report on Form 8-K filed with the SEC on February 7, 2011, File No. 1-13289).

2.2		Amendment No. 1 to Agreement and Plan of Merger by and among Ensco, Pride, ENSCO International Incorporated and ENSCO Ventures LLC, dated March 1, 2011 (incorporated by reference to Exhibit 2.1 to Pride’s Current Report on Form 8-K filed with the SEC on March 4, 2011, File No. 1-13289).

2.3		Amendment No. 2 to Agreement and Plan of Merger by and among Ensco, Pride, ENSCO International Incorporated and ENSCO Ventures LLC, dated May 23, 2011 (incorporated by reference to Exhibit 2.1 to Pride’s Current Report on Form 8-K filed with the SEC on May 24, 2011, File No. 1-13289).

3.1*		Certificate of Incorporation of Pride.

3.2*		Amended and Restated Bylaws of Pride.

4.1		Fourth Supplemental Indenture, dated May 31, 2011, among Ensco, Pride and The Bank of New York Mellon, as trustee (incorporated by reference to Ensco’s Current Report on Form 8-K filed with the SEC on May 31, 2011, File No. 001-08097).


*		Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~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


	Pride International, Inc.
Date: May 31, 2011	/s/ David A. Armour
	David A. Armour
	President

Date: May 24, 2011

EXHIBIT INDEX

No.			Description
Exhibit
	2.1		Amendment No. 2 to Agreement and Plan of Merger, dated May 23, 2011, by and among Pride, Ensco, ENSCO International Incorporated and ENSCO Ventures LLC.
Number		Description
2.1		Agreement and Plan of Merger, dated as of February 6, 2011, by and among Pride, Ensco, ENSCO International Incorporated, and ENSCO Ventures LLC (incorporated by reference to Exhibit 2.1 to Pride’s Current Report on Form 8-K filed with the SEC on February 7, 2011, File No. 1-13289).
2.2		Amendment No. 1 to Agreement and Plan of Merger by and among Ensco, Pride, ENSCO International Incorporated and ENSCO Ventures LLC, dated March 1, 2011 (incorporated by reference to Exhibit 2.1 to Pride’s Current Report on Form 8-K filed with the SEC on March 4, 2011, File No. 1-13289).
2.3		Amendment No. 2 to Agreement and Plan of Merger by and among Ensco, Pride, ENSCO International Incorporated and ENSCO Ventures LLC, dated May 23, 2011 (incorporated by reference to Exhibit 2.1 to Pride’s Current Report on Form 8-K filed with the SEC on May 24, 2011, File No. 1-13289).
3.1*		Certificate of Incorporation of Pride.
3.2*		Amended and Restated Bylaws of Pride.
4.1		Fourth Supplemental Indenture, dated May 31, 2011, among Ensco, Pride and The Bank of New York Mellon, as trustee (incorporated by reference to Ensco’s Current Report on Form 8-K filed with the SEC on May 31, 2011, File No. 001-08097).

5 * Filed herewith.

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