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                                                                  EXHIBIT 4.6



                              ARTICLES OF AMENDMENT

                                       TO

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                            PRIDE INTERNATIONAL, INC.



                                       I.

                  The undersigned President and Secretary of Pride
International, Inc. (the "Corporation") do hereby certify that resolutions
amending the Amended and Restated Articles of Incorporation of the Corporation
(the "Restated Articles") were duly adopted pursuant to Louisiana R.S. Sections
12:31-12:33 and Article VIII(B) of the Restated Articles by the affirmative vote
of the holders of a majority of the voting power of the Corporation present at
the annual meeting of the shareholders of the Corporation duly called and held
on May 18, 2001, at which 66,036,353 shares of common stock (the only
outstanding class of stock), constituting a quorum of the voting power of the
Corporation, was present in person or by proxy. With respect to the amendment
set forth in item 1 below, 62,815,023 shares of common stock voted for the
amendment and 3,186,767 shares voted against the amendment. With respect to the
amendment set forth in item 2 below, 48,238,233 shares of common stock voted for
the amendment and 8,286,682 shares voted against the amendment.

                  1. Article III(A) of the Restated Articles was amended by said
resolutions to read in its entirety as follows:

                  "The total authorized capital stock of the Corporation is Two
                  Hundred Million (200,000,000) shares of Common Stock of no par
                  value per share and Five Million (5,000,000) shares of
                  Preferred Stock of no par value per share."

                  2. Article IV(B) of the Restated Articles was amended by said
resolutions to read in its entirety as follows:

                  "The Board of Directors shall be divided into three classes
                  (Class I, Class II and Class III) to serve staggered three
                  year terms as designated by the Board of Directors. Class I
                  directors shall be elected at the 2001 annual meeting of
                  shareholders; Class II directors shall be elected at the 2002
                  annual meeting of shareholders; Class III directors shall be
                  elected at the 2003 annual meeting of shareholders. The term
                  of office of the 2001 class shall expire at the 2004 annual
                  meeting of shareholders; of the second class one year
                  thereafter; and of the third class two years thereafter. At
                  all subsequent annual shareholders' meetings thereafter, the
                  number of directors equal to the number constituting the class
                  whose term expires at the time of such meeting shall be
                  elected to hold office for the full term of office of three
                  years. Each class shall be as nearly equal in


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                  number as possible to the other classes of the Board of
                  Directors. Any vacancy on the Board (including any vacancy
                  resulting from an increase in the authorized number of
                  directors, or from failure of the shareholders to elect the
                  full number of authorized directors) may be filled by the vote
                  of at least two-thirds of the directors then in office, and a
                  director elected to fill a vacancy shall serve until the next
                  shareholders' meeting held for the election of directors
                  generally, provided that the shareholders shall have the right
                  at any special meeting called for the purpose prior to such
                  action by the Board, to fill the vacancy."

                                       II.

                  The undersigned President and Secretary of the Corporation do
hereby further certify that resolutions amending Article III(C) of the Restated
Articles were duly adopted by the Board of Directors of the Corporation pursuant
to Louisiana R.S. Sections 12:33(A)(2) and Article III(B) of the Restated
Articles at a meeting of the Board of Directors of the Corporation held on May
18, 2001.

                  The first sentence of Article III(C) of the Restated Articles
was amended by said resolutions to read in its entirety as follows:

                  "Of the aforesaid 5,000,000 shares of Preferred Stock,
                  2,000,000 shares shall constitute a separate series of
                  preferred shares designated 'Series A Junior Participating
                  Preferred Stock.'"




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These Articles of Amendment are dated May 21, 2001.

                                       PRIDE INTERNATIONAL, INC.


                                       By: /s/ PAUL A. BRAGG
                                         ---------------------------------------
                                         Paul A. Bragg
                                         President


                                       By: /s/ ROBERT W. RANDALL
                                         ---------------------------------------
                                         Robert W. Randall
                                         Secretary




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                                 ACKNOWLEDGEMENT



STATE OF TEXAS             )
                           )
COUNTY OF HARRIS           )


                  BE IT KNOWN, that on this 23rd day of May, 2001, before me,
the undersigned, a Notary Public, duly commissioned, qualified and sworn within
and for the County of Harris, State of Texas, personally appeared Paul A. Bragg
and Robert W. Randall, known to me to be the President and Secretary,
respectively, of Pride International, Inc., and the persons who executed the
foregoing Articles of Amendment in such capacities, and who declared and
acknowledged to me, Notary, that they were authorized to and did execute the
foregoing Articles of Amendment in such capacities for the said corporation, as
its and their free act and deed.

WITNESSES (to all signatures):


     /s/  EARL W. McNIEL                      /s/ PAUL A. BRAGG
--------------------------------------    --------------------------------------
Earl W. McNiel                            Paul A. Bragg


     /s/  W. GREGORY LOOSER                   /s/ ROBERT W. RANDALL
--------------------------------------    -----------------------------------
W. Gregory Looser                         Robert W. Randall



                              /s/ DIANE M. STANLEY
                         -------------------------------
                                  NOTARY PUBLIC

                                Diane M. Stanley
                         -------------------------------
                             Printed Name of Notary

                          My Commission Expires: 5-1-05

                                  [NOTARY SEAL]




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