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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K/A
 (Amendment No. 1)
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 December 29, 2006
 PRIDE INTERNATIONAL, INC.
  Delaware
(State or other jurisdiction 
of incorporation)
    
    1-13289
(Commission File Number)
    
    76-0069030
(I.R.S. Employer
Identification No.)
 5847 San Felipe, Suite 3300
Houston, Texas
(Address of principal executive offices)
    
    77057
(Zip Code)
 (713) 789-1400
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TABLE OF CONTENTS  Item 8.01 Other Events.Item 9.01 Financial Statements and Exhibits.SIGNATUREForm of 1998 Long-Term Incentive Plan Non-Qualified Stock Option AgmtForm of 1998 Long-Term Incentive Plan Restricted Stock AgmtForm of 1998 Long-Term Incentive Plan Restricted Stock Unit Agmt    Table of Contents   
 Item 8.01 Other Events.
   
    
    acceleration of vesting of the award upon a termination of employment as
defined in the employees employment agreement, which generally includes (1) a
termination of employment by Pride other than for cause, (2) specified
constructive terminations, (3) death or disability and (4) the employees
voluntary resignation within a specified time following a change in control;
and
    
    with respect to options, (1) an additional 60 days (for a total of 120 days)
to exercise an option in connection with a termination of employment for any
reason other than death, disability, retirement or serious misconduct and (2)
in the event of a termination in connection with a change in control, a period
of the longer of two years after the change in control or 120 days after the
termination.
    2




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##### Table of Contents



Item 9.01 Financial Statements and Exhibits.
  10.1*
    
    Form of 1998 Long-Term Incentive Plan Non-Qualified Stock
Option Agreement.10.2*
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock
Agreement.10.3*
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock Unit
Agreement.10.4
    
    Form of 1998 Long-Term Incentive Plan Non-Qualified Stock
Option Agreement (with additional provisions).10.5
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock
Agreement (with additional provisions).10.6
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock Unit
Agreement (with additional provisions).
 
 *
    
    Previously filed. 3




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##### Table of Contents



SIGNATURE
  PRIDE INTERNATIONAL, INC.By:

/s/
W. Gregory LooserName:
    W. Gregory LooserTitle:
    Senior Vice President, General Counsel and
Secretary  4




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##### Table of Contents



EXHIBIT INDEX
 No.
    
    Description10.1*
    
    Form of 1998 Long-Term Incentive Plan Non-Qualified Stock Option Agreement.10.2*
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock Agreement.10.3*
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock Unit Agreement.10.4
    
    Form of 1998 Long-Term Incentive Plan Non-Qualified Stock Option Agreement (with additional
provisions).10.5
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock Agreement (with additional
provisions).10.6
    
    Form of 1998 Long-Term Incentive Plan Restricted Stock Unit Agreement (with additional
provisions).
 
 *
    
    Previously filed. 5