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                                                                    EXHIBIT 4.13

                COMMON STOCK                                     PAR VALUE $0.01


                                             RIGHTS ATTACHED TO THIS CERTIFICATE
                                                            DESCRIBED ON REVERSE


   NUMBER                                                           SHARES

PC

                                       [GRAPHIC]

                                                               CUSIP
           INCORPORATED UNDER THE LAWS                         SEE REVERSE FOR
            OF THE STATE OF DELAWARE                        CERTAIN DEFINITIONS


                               PRIDE INTERNATIONAL, INC.

     THIS CERTIFIES that




     is the owner of

         FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

         Pride International, Inc., transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Certificate of
Incorporation and By-Laws of the Corporation as from time to time amended, to
all of which the holder by acceptance hereof assents. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.

[PRIDE LOGO]

[SEAL]

          Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


     Dated:



     PRESIDENT AND CHIEF EXECUTIVE OFFICER                  SECRETARY
                                   COUNTERSIGNED AND REGISTERED:
                                   AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                            TRANSFER AGENT
                                                             AND REGISTRAR
                                   BY

                                                      AUTHORIZED SIGNATURE

American Bank Note Company


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                              PRIDE INTERNATIONAL, INC.

     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE IN WRITING TO THE SECRETARY
OF THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR THROUGH THE TRANSFER
AGENT.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S>                                         <C>
TEN COM -- as tenants in common             UNIF GIFT MIN ACT-_______Custodian___________
TEN ENT -- as tenants by the entireties                       (Cust)             (Minor)
                                                             under Uniform Gifts to Minors
JT TEN  -- as joint tenants with right of                    Act _________________________
           survivorship and not                                           (State)
           as tenants in common
</TABLE>

    Additional abbreviations may also be used though not in the above list.

     For value received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
    OR OTHER IDENTIFYING
     NUMBER OF ASSIGNEE
/----------------------------/ -------------------------------------------------
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
_________________________________________________________________________ Shares
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in the premises.

Dated, _______________________

                                          X_____________________________________
                                                       (Signature)
            NOTICE:

THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE     ----
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.                   X_____________________________________
                                                        (Signature)

================================================================================
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" AS
DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

--------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:

================================================================================


                  This certificate also evidences and entitles the holder hereof
         to certain Rights as set forth in the Rights Agreement between Pride
         International, Inc. (the "Company") and American Stock Transfer & Trust
         Company (the "Rights Agent") dated as of ___________, 2001 as it may
         from time to time be supplemented or amended (the "Rights Agreement"),
         the terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the


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         principal offices of the Company. Under certain circumstances, as set
         forth in the Rights Agreement, such Rights may be redeemed, may be
         exchanged, may expire or may be evidenced by separate certificates and
         will no longer be evidenced by this certificate. The Company will mail
         to the holder of this certificate a copy of the Rights Agreement, as in
         effect on the date of mailing, without charge promptly after receipt of
         a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN
         THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO
         ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE
         OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
         AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID
         AND WILL NO LONGER BE TRANSFERABLE.