##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2007Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number: 1-13289
      Pride International,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

76-0069030(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)5847 San Felipe, Suite 3300
    Houston, Texas(Address of principal
    executive offices)

77057(Zip Code)   (713) 789-1400
 (Registrants telephone
    number, including area code)
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
    Outstanding as ofOctober 30, 2007Common Stock, par value $.01 per share


166,910,816




---



##### 



Table of
    Contents
  
  PagePART I  FINANCIAL
    INFORMATIONItem 1.


Financial Statements


3Consolidated Balance Sheets 
    September 30, 2007 and December 31, 2006


3Consolidated Statements of Operations 
    Three months ended September 30, 2007 and 2006


4Consolidated Statements of Operations 
    Nine months ended September 30, 2007 and 2006


5Consolidated Statements of Cash Flows 
    Nine months ended September 30, 2007 and 2006


6Notes to Unaudited Consolidated Financial
    Statements


7Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


34Item 4.


Controls and Procedures


34PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


34Item 1A.


Risk Factors


34Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


35Item 6.


Exhibits


35Signatures


36Fourth Amendment Agreement to Credit AgreementEmployment/Non-Competition/Confidentiality AgreementStock Purchase AgreementComputation of Ratio of Earnings to Fixed ChargesCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of the CEO and CFO Pursuant to Section 906   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  Item 1.
    Financial
    Statements  Pride
    International, Inc.
  Consolidated Balance Sheets
  September 30,


December 31,2007


2006(Unaudited)


(Audited)(In millions)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
880.6


$
64.1Trade receivables, net


390.3



505.0Parts and supplies, net


7.2



75.3Deferred income taxes


93.3



154.5Prepaid expenses and other current assets


154.7



164.3Assets held for sale


79.5



Total current assets


1,605.6



963.2PROPERTY AND EQUIPMENT


5,220.8



5,808.4Less: accumulated depreciation


1,378.2



1,808.3Property and equipment, net


3,842.6



4,000.1Goodwill


1.5



68.5Other assets


64.6



65.7Total assets

$
5,514.3


$
5,097.5LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt

$
83.6


$
91.9Accounts payable


137.7



189.9Accrued expenses and other current liabilities


401.0



388.3Liabilities held for sale


7.4



Total current liabilities


629.7



670.1OTHER LONG-TERM LIABILITIES


190.1



196.9LONG-TERM DEBT, NET OF CURRENT PORTION


1,128.8



1,294.7DEFERRED INCOME TAXES


238.6



273.6MINORITY INTEREST


0.1



28.3STOCKHOLDERS EQUITY:Preferred stock






Common stock


1.7



1.7Paid-in capital


1,880.0



1,817.9Treasury stock, at cost


(9.9
)


(8.0
)Retained earnings


1,449.9



819.0Accumulated other comprehensive income


5.3



3.3Total stockholders equity


3,327.0



2,633.9Total liabilities and stockholders equity

$
5,514.3


$
5,097.5    3




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##### Table of Contents



Pride
    International, Inc.
    Consolidated Statements of Operations
    (Unaudited)
    (In millions, except per share amounts)
  Three Months EndedSeptember 30,2007


2006REVENUES

$
540.4


$
406.0COSTS AND EXPENSESOperating costs, excluding depreciation and amortization


269.3



223.1Depreciation and amortization


50.2



48.2General and administrative, excluding depreciation and
    amortization


35.5



26.8Gain on sales of assets, net


(0.1
)


(2.5
)354.9



295.6EARNINGS FROM OPERATIONS


185.5



110.4OTHER INCOME (EXPENSE), NETInterest expense


(18.0
)


(17.2
)Interest income


3.8



1.0Other income (expense), net


(4.8
)


(0.9
)INCOME FROM CONTINUING OPERATIONS BEFOREINCOME TAXES AND MINORITY INTEREST


166.5



93.3INCOME TAXES


(45.1
)


(26.9
)MINORITY INTEREST


(1.1
)


(0.4
)INCOME FROM CONTINUING OPERATIONS, NET OF TAX


120.3



66.0INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX


281.2



23.3NET INCOME

$
401.5


$
89.3BASIC EARNINGS PER SHARE:Income from continuing operations

$
0.73


$
0.41Income from discontinued operations


1.69



0.14Net income

$
2.42


$
0.55DILUTED EARNINGS PER SHARE:Income from continuing operations

$
0.68


$
0.39Income from discontinued operations


1.57



0.13Net income

$
2.25


$
0.52SHARES USED IN PER SHARE CALCULATIONSBasic


166.1



162.9Diluted


178.8



176.4    4




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##### Table of Contents



Pride
    International, Inc.
    Consolidated Statement of Operations
    (Unaudited)
    (In millions, except per share amounts)
  Nine Months EndedSeptember 30,2007


2006REVENUES

$
1,541.5


$
1,172.5COSTS AND EXPENSESOperating costs, excluding depreciation and amortization


763.5



685.7Depreciation and amortization


171.0



142.3General and administrative, excluding depreciation and
    amortization


100.1



78.8Gain on sales of assets, net


(9.0
)


(30.1
)1,025.6



876.7EARNINGS FROM OPERATIONS


515.9



295.8OTHER INCOME (EXPENSE), NETInterest expense


(58.0
)


(55.5
)Interest income


4.7



3.3Other income (expense), net


(7.7
)


(2.4
)INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
    MINORITY INTEREST


454.9



241.2INCOME TAXES


(137.3
)


(81.3
)MINORITY INTEREST


(3.5
)


(3.3
)INCOME FROM CONTINUING OPERATIONS, NET OF TAX


314.1



156.6INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX


335.2



71.0NET INCOME

$
649.3


$
227.6BASIC EARNINGS PER SHARE:Income from continuing operations

$
1.90


$
0.96Income from discontinued operations


2.03



0.44Net income

$
3.93


$
1.40DILUTED EARNINGS PER SHARE:Income from continuing operations

$
1.79


$
0.92Income from discontinued operations


1.88



0.40Net income

$
3.67


$
1.32SHARES USED IN PER SHARE CALCULATIONSBasic


165.4



162.6Diluted


178.4



176.5    5




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##### Table of Contents



Pride
    International, Inc.
    Consolidated Statement of Cash Flows
    (Unaudited)
    (In millions)
  Nine Months EndedSeptember 30,2007


2006CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:Net income

$
649.3


$
227.6Adjustments to reconcile net income to net cash from operating
    activities:Gain on sale of Latin America Land and E&P Services segments


(265.0
)


Depreciation and amortization


216.3



195.6Discount amortization on long-term debt


0.7



0.2Amortization and write-offs of deferred financing costs


3.0



3.0Amortization of deferred contract liabilities


(40.7
)


(3.9
)Gain on sale of assets


(10.2
)


(31.5
)Equity in earnings of affiliates


0.2



(2.4
)Deferred income taxes


52.6



63.8Excess tax benefits from stock-based compensation


(7.1
)


Minority interest


3.5



3.3Stock-based compensation


17.2



12.2Loss (gain) on mark-to-market of derivatives


2.4



0.6Other non-cash items






3.0Changes in assets and liabilities, net of effects of
    acquisitions:Trade receivables


(129.0
)


(94.0
)Parts and supplies


(5.3
)


(5.4
)Prepaid expenses and other current assets


3.2



(44.7
)Other assets


(14.3
)


0.2Accounts payable


34.6



6.8Accrued expenses


(15.6
)


26.1Other liabilities


16.2



(6.5
)Increase (decrease) in deferred revenue


0.6



2.8Decrease (increase) in deferred expense


14.3



10.7NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES


526.9



367.5CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:Purchases of property and equipment


(501.7
)


(226.5
)Purchase of net assets of acquired entities, including
    acquisition costs, less cash acquired


(45.0
)


Proceeds from dispositions of property and equipment


17.9



60.1Net proceeds from disposition of Latin America Land and E&P
    Services segments, net of cash disposed


955.5



Investments in and advances to affiliates






(4.7
)NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES


426.7



(171.1
)CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:Repayments of borrowings


(578.1
)


(403.0
)Proceeds from debt borrowings


403.0



223.0Decrease in restricted cash


1.8



0.3Proceeds from exercise of stock options


27.0



30.1Excess tax benefits from stock-based compensation


7.1



Proceeds from issuance of common stock


2.1



1.4NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES


(137.1
)


(148.2
)Increase (decrease) in cash and cash equivalents


816.5



48.2CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


64.1



45.1CASH AND CASH EQUIVALENTS, END OF PERIOD

$
880.6


$
93.3    6




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial Statements
  NOTE 1.
    GENERAL  Nature
    of Operations
    Basis
    of Presentation
    Form 10-K
    Management
    Estimates
    Revenue
    Recognition
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That is, Gross versus Net Presentation) No. 06-3 No. 06-3
  Property
    and Equipment
   7




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Uncertain
    Tax Positions
  Accounting for Uncertainty in Income Taxes
      Pending
    Accounting Pronouncements
  Fair
    Value Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
  Reclassifications
   8




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  NOTE 2.
    DISCONTINUED
    OPERATIONS  Accounting for the
    Impairment or Disposal of Long-Lived Assets.
  Sale
    of Latin America Land and E&P Services
    Segments
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007(1)


2006


2007(1)


2006Revenues

$
167.8


$
222.3


$
640.7


$
607.6Operating costs, excluding depreciation and amortization


135.7



159.3



484.4



438.6Depreciation and amortization


9.6



15.0



39.6



46.1General and administrative, excluding depreciation and
    amortization


2.2



5.1



17.5



15.8Gain on sales of assets, net


(0.7
)


(0.6
)


(1.2
)


(1.4
)Earnings from operations


21.0



43.5



100.4



108.5Other income (expense), net


2.0



1.3



1.0



4.7Income before taxes


23.0



44.8



101.4



113.2Income taxes


(13.0
)


(22.7
)


(39.7
)


(46.3
)Gain on disposal of assets, net of tax


265.0







265.0



Income from discontinued operations

$
275.0


$
22.1


$
326.7


$
66.9     (1)
    
    Includes results of operations through August 31, 2007 (the
    effective date of the disposal)    Sale
    of Tender-Assist Rigs
  Barracuda, Alligator Al Baraka I
 9




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Revenues

$
23.6


$
14.5


$
53.0


$
46.1Income before taxes


11.0



1.9



14.7



5.3Income taxes


(4.8
)


(0.7
)


(6.2
)


(2.1
)Income from discontinued operations


6.2



1.2



8.5



3.3     Disposition
    of Fixed-fee Rig Construction Business
    NOTE 3.
    ACQUISITION  Pride Africa Pride Angola Pride Cabinda Kizomba A Kizomba B.
  Pride Africa Pride Angola
 10




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  NOTE 4.
    PROPERTY
    AND EQUIPMENT    September 30,


December 31,2007


2006Rigs and rig equipment

$
4,763.8


$
5,529.1Transportation equipment


8.8



38.5Buildings


18.8



46.3Construction-in-progress


376.9



127.3Land


2.5



8.8Other


50.0



58.4Property and equipment, cost


5,220.8



5,808.4Accumulated depreciation and amortization


(1,378.2
)


(1,808.3
)Property and equipment, net

$
3,842.6


$
4,000.1   Pride Rotterdam
      construction-in-progress
  NOTE 5.
    INDEBTEDNESS  Short-Term
    Borrowings
   11




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  Long-Term
    Debt
    September 30,


December 31,2007


2006Senior secured revolving credit facility

$



$
50.073/8% Senior
    Notes due 2014, net of unamortized discount of $2.0 million
    and $2.2 million, respectively


498.0



497.831/4% Convertible
    Senior Notes due 2033


300.0



300.0MARAD notes, net of unamortized fair value discount of
    $3.3 million and $3.8 million, respectively


262.3



284.1Drillship loan facility due 2010, interest at LIBOR plus 1.5%


152.1



190.59.35% Semisubmersible loan






64.2Total debt


1,212.4



1,386.6Less: current portion of long-term debt


83.6



91.9Long-term debt

$
1,128.8


$
1,294.7     NOTE 6.
    FINANCIAL
    INSTRUMENTS    Accounting for Derivative
    Instruments and Hedging Activities.
  NOTE 7.
    INCOME
    TAXES      NOTE 8.
    EARNINGS
    PER SHARE   12




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Income from continuing operations

$
120.3


$
66.0


$
314.1


$
156.6Interest expense on convertible notes


2.7



2.7



8.0



8.0Income tax effect


(0.9
)


(0.9
)


(2.8
)


(2.8
)Income from continuing operations, as adjusted

$
122.1


$
67.8


$
319.3


$
161.8Weighted average shares of common stock outstanding


166.1



162.9



165.4



162.6Convertible notes


11.7



11.7



11.7



11.7Stock options


0.7



1.7



0.9



2.1Restricted stock awards


0.3



0.1



0.4



0.1Weighted average shares of common stock outstanding, as adjusted


178.8



176.4



178.4



176.5Income from continuing operations per share:Basic

$
0.73


$
0.41


$
1.90


$
0.96Diluted

$
0.68


$
0.39


$
1.79


$
0.92     NOTE 9.
    EMPLOYEE
    STOCK PLANS    Form 10-K
    Share-Based Payment.
 13




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    NOTE 10.
    COMMITMENTS
    AND CONTINGENCIES  FCPA
    Investigation
           14




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  Form 10-K
        Other
    Legal Proceedings
   15




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
        NOTE 11.
    SEGMENT
    AND RELATED INFORMATION   16




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Revenues:Offshore Drilling ServicesDeepwater

$
176.1


$
124.3


$
480.8


$
354.2Midwater


88.0



36.0



263.9



116.5Jackups


205.5



175.3



580.4



495.3Other


40.1



42.7



127.6



129.3Total Offshore Drilling Services


509.7



378.3



1,452.7



1,095.3Land Drilling & Other


30.4



27.7



88.5



77.2Corporate


0.3







0.3



Total

$
540.4


$
406.0


$
1,541.5


$
1,172.5Earnings from operations:Offshore Drilling ServicesDeepwater

$
80.4


$
38.0


$
206.9


$
98.2Midwater


43.1



6.4



119.9



14.2Jackups


88.8



83.5



247.2



245.7Other


(0.1
)


3.4



12.0



5.3Total Offshore Drilling Services


212.2



131.3



586.0



363.4Land Drilling & Other


9.4



7.9



31.5



18.4Corporate


(36.1
)


(28.8
)


(101.6
)


(86.0
)Total

$
185.5


$
110.4


$
515.9


$
295.8     Significant
    Customers
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Petroleos Mexicanos S.A.


28%



14%



22%



13%Petroleo Brasileiro S.A.


8%



16%



12%



16%Exxon Mobil Corporation


12%



11%



11%



10%Total S.A.


8%



12%



8%



11%  17




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##### Table of Contents



Pride
    International, Inc.
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  NOTE 12.
    COMPREHENSIVE
    INCOME    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Net Income

$
401.5


$
89.3


$
649.3


$
227.6Foreign currency translation adjustments


0.6







1.9



1.4Total comprehensive income

$
402.1


$
89.3


$
651.2


$
229.0   NOTE 13.
    OTHER
    SUPPLEMENTAL INFORMATION    Nine Months EndedSeptember 30,2007


2006Cash paid for:Interest

$
66.7


$
61.6Income taxes


111.4



67.9Change in capital expenditures in accounts payable

$
32.9


$
19.5  18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Managements Discussion and Analysis of Financial
    Condition and Results of Operations should be read in
    conjunction with the accompanying unaudited consolidated
    financial statements as of September 30, 2007 and for the
    three and nine months ended September 30, 2007 and 2006
    included elsewhere herein, and with our annual report on
    Form 10-K
    for the year ended December 31, 2006. The following
    discussion and analysis contains forward-looking statements that
    involve risks and uncertainties. Our actual results may differ
    materially from those anticipated in these forward-looking
    statements as a result of certain factors, including those set
    forth under Risk Factors in Item 1A of our
    annual report and 1A of Part II of our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2007 and elsewhere in this
    quarterly report. See Forward-Looking Statements
    below.
  Overview
    and Recent Developments
      Divestitures
       19




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##### Table of Contents



Investments
    in Deepwater Assets
        Pride Africa Pride Angola Pride Cabinda Kizomba
    A Kizomba B
  FCPA
    Investigation
     20




---



##### Table of Contents



Form 10-K
     21




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##### Table of Contents



Business
    Outlook
        Pride Brazil Pride Carlos Walter Pride North America, Pride South Pacific Pride Africa Pride Angola Pride Africa Pride Rio de Janeiro Pride Angola
   22




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##### Table of Contents



Pride Mexico Pride South America, Pride South Seas Pride South Atlantic Pride
    Mexico Pride South Seas
  Pride New Mexico Pride
    Tennessee Pride Oklahoma Pride Mississippi Pride
    Montana Pride Alabama
    Backlog
   23




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##### Table of Contents



Business
    Review
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Revenues:Offshore Drilling ServicesDeepwater

$
176.1


$
124.3


$
480.8


$
354.2Midwater


88.0



36.0



263.9



116.5Jackups


205.5



175.3



580.4



495.3Other


40.1



42.7



127.6



129.3Total Offshore Drilling Services


509.7



378.3



1,452.7



1,095.3Land Drilling & Other


30.4



27.7



88.5



77.2Corporate


0.3







0.3



Total

$
540.4


$
406.0


$
1,541.5


$
1,172.5Earnings from operations:Offshore Drilling ServicesDeepwater

$
80.4


$
38.0


$
206.9


$
98.2Midwater


43.1



6.4



119.9



14.2Jackups


88.8



83.5



247.2



245.7Other


(0.1
)


3.4



12.0



5.3Total Offshore Drilling Services


212.2



131.3



586.0



363.4Land Drilling & Other


9.4



7.9



31.5



18.4Corporate


(36.1
)


(28.8
)


(101.6
)


(86.0
)Total

$
185.5


$
110.4


$
515.9


$
295.8      For the Three Months Ended September 30,


For the Nine Months Ended September 30,2007


2006


2007


2006Average





Average





Average





AverageDaily





Daily





Daily





DailyRevenues


Utilization


Revenues


Utilization


Revenues


Utilization


Revenues


Utilization(1)


(2)


(1)


(2)


(1)


(2)


(1)


(2)Deepwater

$
242,500



99
%

$
177,300



95
%

$
224,600



98
%

$
176,300



92
%Midwater

$
215,900



74
%

$
97,500



67
%

$
186,800



86
%

$
91,700



78
%Jackups

$
98,800



81
%

$
85,700



79
%

$
94,600



80
%

$
76,300



84
%Other

$
52,300



52
%

$
48,500



50
%

$
48,500



61
%

$
45,100



53
%  24




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##### Table of Contents



(1)
    
    Average daily revenues are based on total revenues for each type
    of rig divided by actual days worked by all rigs of that type.
    Average daily revenues will differ from average contract dayrate
    due to billing adjustments for any non-productive time,
    mobilization fees, demobilization fees, performance bonuses and
    charges to the customer for ancillary services.(2)
    
    Utilization is calculated as the total days worked divided by
    the total days in the period.  Deepwater
  Pride South
    Pacific Pride Portland Pride Rio De
    Janeiro
  Pride
    South Pacific Pride North America, Pride Portland Pride Rio de Janeiro.
  Midwater
  Pride South
    America Pride South Atlantic Pride South
    Seas Pride Venezuela Pride South Atlantic Pride Venezuela Pride
    South America Pride South
    Seas Pride Mexico Pride Mexico 90-day
  Pride
    South America Pride South Atlantic Pride
    South Seas Pride Venezuela
 25




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##### Table of Contents



Pride
    South America Pride South Atlantic Pride
    South Seas Pride Venezuela Pride Mexico
  Jackups
  Pride Louisiana Pride Hawaii Pride New Mexico Pride
    Utah
  Pride Rotterdam Pride Tennessee Pride Wisconsin
  Other
    Offshore
      GP19 GP20 Bintang Kalimantan
 26




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##### Table of Contents



Results
    of Operations
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(In millions)


(In millions)REVENUES

$
540.4


$
406.0


$
1,541.5


$
1,172.5COSTS AND EXPENSESOperating costs, excluding depreciation and amortization


269.3



223.1



763.5



685.7Depreciation and amortization


50.2



48.2



171.0



142.3General and administrative, excluding depreciation and
    amortization


35.5



26.8



100.1



78.8Gain on sales of assets, net


(0.1
)


(2.5
)


(9.0
)


(30.1
)354.9



295.6



1,025.6



876.7EARNINGS FROM OPERATIONS


185.5



110.4



515.9



295.8OTHER INCOME (EXPENSE), NETInterest expense


(18.0
)


(17.2
)


(58.0
)


(55.5
)Interest income


3.8



1.0



4.7



3.3Other income (expense), net


(4.8
)


(0.9
)


(7.7
)


(2.4
)INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
    MINORITY INTEREST


166.5



93.3



454.9



241.2INCOME TAXES


(45.1
)


(26.9
)


(137.3
)


(81.3
)MINORITY INTEREST


(1.1
)


(0.4
)


(3.5
)


(3.3
)INCOME FROM CONTINUING OPERATIONS

$
120.3


$
66.0


$
314.1


$
156.6   Three
    Months Ended September 30, 2007 Compared to Three Months
    Ended September 30, 2006
  Revenues.
  Operating Costs.
  Depreciation and Amortization. Pride Portland Pride Rio de Janeiro
 27




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##### Table of Contents



General and Administrative.
  Gain on Sales of Assets, Net.
  Interest Expense. Pride Portland Pride Rio de Janeiro
  Other Income (Expense), Net. Pride Portland Pride Rio de Janeiro
  Income Taxes.
  Nine
    Months Ended September 30, 2007 Compared to Nine Months
    Ended September 30, 2006
  Revenues.
  Operating Costs.
  Depreciation and Amortization. Pride Portland Pride Rio de
    Janeiro
 28




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##### Table of Contents



General and Administrative.
  Gain on Sales of Assets, Net. Pride Rotterdam
  Interest Expense. Pride Portland Pride Rio de Janeiro
  Other Income (Expense), Net.
  Income Taxes.
  Liquidity
    and Capital Resources
  back-up
    3 8
   29




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##### Table of Contents



and/or
  Sources
    and Uses of Cash for the Nine Months Ended September 30,
    2007 Compared to the Nine Months Ended September 30,
    2006
  Cash
    flows provided by operating activities
    Cash
    flows provided by (used in) investing activities
      Pride Rotterdam
  Cash
    flows used in financing activities
    Cash
    flows from Discontinued Operations
     30




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##### Table of Contents



Working
    Capital
    Available
    Credit Facilities
    Other
    Outstanding Debt
    
    $500.0 million principal amount of
    73/8% senior
    notes due 2014;
    $300.0 million principal amount of
    31/4%
    convertible senior notes due 2033;
    $152.1 million outstanding under our drillship loan
    facility due 2010; and
    $262.3 million principal amount of notes guaranteed by the
    United States Maritime Administration.  Form 10-K
  Other
    Sources and Uses of Cash
   31




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##### Table of Contents



Letters
    of Credit
    Contractual
    Obligations
  Form 10-K
  Form 10-K
  New
    Accounting Pronouncements
  Fair
    Value Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
 32




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##### Table of Contents



Forward-Looking
    Statements
    
    market conditions, expansion and other development trends in the
    contract drilling industry;
    our ability to enter into new contracts for our rigs and future
    utilization rates and contract rates for rigs;
    customer requirements for deepwater drilling capacity and
    customer drilling plans;
    contract backlog and the amounts expected to be realized within
    one year;
    future capital expenditures and investments in the construction,
    acquisition and refurbishment of rigs (including the amount and
    nature thereof and the timing of completion thereof);
    future asset sales and repayment of debt;
    expected completion of the sale of our three tender-assist rigs;
    expected use of proceeds from the sale of our Latin America Land
    and E&P Services segments and other assets;
    adequacy of funds for capital expenditures, working capital and
    debt service requirements;
    future income tax payments and the utilization of net operating
    loss carryforwards;
    business strategies;
    expansion and growth of operations;
    future exposure to currency devaluations or exchange rate
    fluctuations;
    expected outcomes of legal and administrative proceedings,
    including our ongoing investigation into improper payments to
    foreign government officials, and their expected effects on our
    financial position, results of operations and cash flows;
    future operating results and financial condition; and
    the effectiveness of our disclosure controls and procedures and
    internal control over financial reporting.  Form 10-K Form 10-Q
  
    general economic and business conditions;
    prices of oil and natural gas and industry expectations about
    future prices;
    ability to adequately staff our rigs;
    foreign exchange controls and currency fluctuations;
    political stability in the countries in which we operate;
    the business opportunities (or lack thereof) that may be
    presented to and pursued by us;
    with respect to the sale of our three tender-assist rigs, our
    ability to obtain novations of the rig contracts to the buyer
    and satisfy the other closing conditions; 33




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##### Table of Contents




    cancellation or renegotiation of our drilling contracts;
    changes in laws or regulations; and
    the validity of the assumptions used in the design of our
    disclosure controls and procedures.    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Rule 13a-15
    PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K Form 10-Q
 34




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##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    TotalNumber of


MaximumShares


Number ofPurchased as


Shares ThatPart of a


may yet beTotal Number


Average


Publicly


Purchasedof Shares


Price Paid


Announced


Under thePeriod

Purchased(1)


per Share


Plan(2)


Plan(2)July 1-31, 2007


1,823


$
38.50



N/A



N/AAugust 1-31, 2007


1,252


$
34.28



N/A



N/ASeptember 1-30, 2007


5,335


$
35.60



N/A



N/ATotal


8,410


$
36.03



N/A



N/A     (1)
    
    Represents the surrender of shares of common stock to satisfy
    tax withholding obligations in connection with the vesting of
    restricted stock issued to employees under our
    stockholder-approved long-term incentive plan.(2)
    
    We did not have at any time during the quarter, and currently do
    not have, a share repurchase program in place.  Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 6.
    Exhibits**  4
.1*

Fourth Amendment Agreement, dated as of October 18, 2007,
    to Credit Agreement, dated as of July 7, 2004, by and among
    Pride Offshore, Inc., the guarantors named therein, the lenders
    party thereto, Calyon New York Branch and Natexis Banques
    Populaires, as issuing banks, Citicorp North America, Inc., as
    administrative agent, and Citibank, N.A., as collateral agent.10
.1*

Employment/Non-Competition/Confidentiality Agreement between
    Pride and K. George Wasaff effective as of January 29,
    2007. (This agreement was listed as Exhibit 10.35 to
    Prides Annual Report on
    Form 10-K
    for the year ended December 31, 2006. The agreement is
    being filed herewith because it was inadvertently omitted from
    the
    Form 10-K
    due to a clerical error.)10
.2

Summary of certain executive officer compensation arrangements
    (incorporated by reference to Prides Current Report on
    Form 8-K
    filed with the SEC on July 6, 2007, File
    No. 1-13289).10
.3*

Stock Purchase Agreement, dated as of August 9, 2007, among
    Pride, Redfish Holdings S. de R.L. de C.V., Pride International
    Ltd., Pride Services Ltd. and Gulf of Mexico Personnel Services
    S. de R.L. de C.V., as sellers, and GP Investments Ltd., as
    buyer.12*


Computation of Ratio of Earnings to Fixed Charges.31
.1*

Certification of Chief Executive Officer of Pride pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer of Pride pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32*


Certification of the Chief Executive and Chief Financial Officer
    of Pride pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Filed herewith.  **
    
    Pride and its subsidiaries are parties to several debt
    instruments that have not been filed with the SEC under which
    the total amount of securities authorized does not exceed 10% of
    the total assets of Pride and its subsidiaries on a consolidated
    basis. Pursuant to paragraph 4(iii) (A) of
    Item 601(b) of
    Regulation S-K,
    Pride agrees to furnish a copy of such instruments to the SEC
    upon request. 35




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##### Table of Contents



SIGNATURES
      By:
    /s/  BRIAN
    C. VOEGELE       By:
    /s/  LEONARD
    E. TRAVIS      36




---



##### Table of Contents



INDEX TO
    EXHIBITS
  4
.1*

Fourth Amendment Agreement, dated as of October 18, 2007,
    to Credit Agreement, dated as of July 7, 2004, by and among
    Pride Offshore, Inc., the guarantors named therein, the lenders
    party thereto, Calyon New York Branch and Natexis Banques
    Populaires, as issuing banks, Citicorp North America, Inc., as
    administrative agent, and Citibank, N.A., as collateral agent.10
.1*

Employment/Non-Competition/Confidentiality Agreement between
    Pride and K. George Wasaff effective as of January 29,
    2007. (This agreement was listed as Exhibit 10.35 to
    Prides Annual Report on
    Form 10-K
    for the year ended December 31, 2006. The agreement is
    being filed herewith because it was inadvertently omitted from
    the
    Form 10-K
    due to a clerical error.)10
.2

Summary of certain executive officer compensation arrangements
    (incorporated by reference to Prides Current Report on
    Form 8-K
    filed with the SEC on July 6, 2007, File
    No. 1-13289).10
.3*

Stock Purchase Agreement, dated as of August 9, 2007, among
    Pride, Redfish Holdings S. de R.L. de C.V., Pride International
    Ltd., Pride Services Ltd. and Gulf of Mexico Personnel Services
    S. de R.L. de C.V., as sellers, and GP Investments Ltd., as
    buyer.12*


Computation of Ratio of Earnings to Fixed Charges.31
.1*

Certification of Chief Executive Officer of Pride pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer of Pride pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32*


Certification of the Chief Executive and Chief Financial Officer
    of Pride pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Filed herewith. 37