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                                                                     EXHIBIT 4.1

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

                  Amendment No. 1, dated as of May 23, 2001 (this "Amendment"),
to the Rights Agreement, dated as of September 9, 1998 (the "Rights Agreement"),
between Pride International, Inc., a Louisiana corporation (the "Company"), and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

                  WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);

                  WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement;

                  WHEREAS, the Company proposes to enter into an Agreement and
Plan of Merger, dated as of May 23, 2001 (as it may be amended or supplemented
from time to time, the "Merger Agreement"), by and among PM Merger, Inc., a
Delaware corporation, AM Merger, Inc., a Delaware corporation, Marine Drilling
Companies, Inc., a Texas corporation ("Marine"), and the Company;

                  WHEREAS, the Company proposes to enter into a Stock Option
Agreement, dated as of May 23, 2001 (the "Stock Option Agreement"), by and
between the Company, as grantor, and Marine, as grantee;

                  WHEREAS, the Board of Directors of the Company has determined
it advisable and in the best interest of its shareholders to amend the Rights
Agreement to exempt the Merger Agreement and the Stock Option Agreement and the
transactions contemplated thereby from the application of the Rights Agreement;

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:

                  Section 1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in the
Rights Agreement.

                  Section 2. Amendments to Rights Agreement. The Rights
Agreement is hereby amended and supplemented as set forth in this Section 2.

                  (a) The definition of "Acquiring Person" in Section 1 of the
Rights Agreement is hereby amended and supplemented to add the following
sentence at the end of the first paragraph thereof:

                  "Notwithstanding anything in this Agreement to the contrary,
                  none of Marine, Newco or any Affiliate or Associate of any of
                  them shall be deemed to be, or to have become, an "Acquiring
                  Person," either individually or collectively, by virtue of (i)
                  the execution and delivery of the Merger Agreement or the
                  Stock Option Agreement, (ii) the conversion of shares of
                  Common Stock into the right to receive Company Common Stock
                  (as defined in the Merger Agreement) in accordance with
                  Article 4

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                  of the Merger Agreement, (iii) the issuance of shares of
                  Common Stock upon the exercise of the Option (as defined in
                  the Stock Option Agreement) granted to Marine pursuant thereto
                  or (iv) the consummation of the Pride Merger (as defined in
                  the Merger Agreement) or any other transaction contemplated by
                  the Merger Agreement or the Stock Option Agreement (each of
                  the foregoing, an "Exempt Event")."

                  (b) The definition of "Distribution Date" in Section 1 of the
Rights Agreement is hereby amended and supplemented to add the following
sentence at the end thereof:

                  "Notwithstanding anything in this Agreement to the contrary,
                  no Exempt Event shall cause or result in a Distribution Date."

                  (c) The definition of "Expiration Date" in Section 1 of the
Rights Agreement is hereby amended and supplemented to read in its entirety as
follows:

                  "'Expiration Date' shall mean the earliest of (i) the time
                  immediately prior to the Effective Time (as defined in the
                  Merger Agreement), (ii) the Final Expiration Date, (iii) the
                  time at which the Rights are redeemed as provided in Section
                  23 hereof, (iv) the time at which the Rights expire pursuant
                  to Section 13(d) hereof and (v) the time at which all Rights
                  then outstanding and exercisable are exchanged pursuant to
                  Section 24 hereof."

                  (d) The definition of "Stock Acquisition Date" in Section 1 of
the Rights Agreement is hereby amended and supplemented to add the following
sentence at the end thereof:

                  "Notwithstanding anything in this Agreement to the contrary,
                  no Exempt Event shall cause or result in a Stock Acquisition
                  Date."

                  (e) The following definitions are hereby added to Section 1 of
the Rights Agreement:

                  "'Marine' shall mean Marine Drilling Companies, Inc., a
                  corporation organized under the laws of Texas."

                  "'Merger Agreement' shall mean the Agreement and Plan of
                  Merger, dated as of May 23, 2001, by and among Newco, AM
                  Merger, Inc., a corporation organized under the laws of
                  Delaware, Marine and the Company, as the same may be amended
                  and supplemented from time to time."

                  "'Newco' shall mean PM Merger, Inc., a corporation organized
                  under the laws of Delaware."

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                  "'Stock Option Agreement' shall mean the Stock Option
                  Agreement, dated as of May 23, 2001, by and between the
                  Company, as grantor, and Marine, as grantee."

                  (f) Section 30 of the Rights Agreement is hereby amended and
supplemented to add the following sentence at the end thereof:

                  "Notwithstanding the foregoing, nothing in this Agreement
                  shall be construed to give any registered holder of a Rights
                  Certificate or Common Stock or any other Person any legal or
                  equitable right, remedy or claim under this Agreement in
                  connection with any transaction contemplated by the Merger
                  Agreement or the Stock Option Agreement."

                  Section 3. Miscellaneous.

                  (a) The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.

                  (b) This Amendment shall be effective as of the date first
above written, and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.

                  (c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for which
together shall constitute one and the same instrument.

                  (d) This Amendment shall be deemed to be a contract made under
the laws of the State of Louisiana and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

                  (e) Except to the extent specifically amended hereby, the
provisions of the Rights Agreement shall remain unmodified, and the Rights
Agreement as amended hereby is confirmed as being in full force and effect.

                            [SIGNATURE PAGE FOLLOWS]

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.



                                                  PRIDE INTERNATIONAL, INC.


                                                  By: /s/ Robert W. Randall
                                                     ---------------------------
                                                     Robert W. Randall
                                                     Vice President


                                                  AMERICAN STOCK TRANSFER
                                                  & TRUST COMPANY


                                                  By: /s/ Herbert J. Lemmer
                                                     ---------------------------
                                                     Herbert J. Lemmer
                                                     Vice President

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