FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PHILLIPS ROBERT G 		2. Issuer Name and Ticker or Trading Symbol

PRIDE INTERNATIONAL INC [ PDE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

5847 SAN FELIPE, SUITE 3300 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2011
(Street)

HOUSTON, TX 77057
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/31/2011     D    30075   A   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to purchase)   (2) $33.45   5/31/2011     D         10722      (3) 10/7/2017   Common Stock   10722   $0   0   (4) D  
 

Explanation of Responses:
( 1)  The reporting person disposed of these shares pursuant to the Agreement and Plan of Merger, dated as of February 6, 2011, as amended (the "Merger Agreement"), among Pride International, Inc. ("Pride"), Ensco plc ("Ensco"), ENSCO International Incorporated and ENSCO Ventures LLC, in exchange for $15.60 in cash and 0.4778 American Depositary Shares, representing Class A ordinary shares of Ensco (each an "Ensco ADS"), per share of Pride common stock. Any fractional shares will be paid in cash.
( 2)  Share amounts and exercise price reflect an anti-dilution adjustment made in connection with the August 24, 2009 spin-off of Seahawk Drilling, Inc.
( 3)  The options vested in two equal installments on October 7, 2008 and October 7, 2009.
( 4)  Pursuant to the Merger Agreement, Pride stock options fully vest and are assumed by Ensco in the merger and replaced with options to purchase Ensco ADSs, with the same terms and conditions as the original Pride stock options, except that (i) the number of Ensco ADSs purchasable upon exercise of each assumed option is equal to the number of shares of Pride common stock that were purchasable multiplied by 0.7617 and rounded down to the nearest whole Ensco ADS and (ii) the per share exercise price under such assumed option was adjusted by dividing the per share exercise price under such Pride stock option by 0.7617 and rounding up to the nearest whole cent.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PHILLIPS ROBERT G
5847 SAN FELIPE
SUITE 3300
HOUSTON, TX 77057 		X



Signatures
Elizabeth Wright, attorney-in-fact 6/2/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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