##### 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
    June 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

77057Houston, Texas

(Zip Code)(Address of principal executive
    offices)    (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 ofJuly 31, 2007Common Stock, par value
    $.01 per share


166,772,530




---



##### 



Table of
    Contents
  
  PagePART I 
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements


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


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


4Consolidated
    Statements of Operations  Six months ended June 30,
    2007 and 2006


5Consolidated
    Statements of Cash Flows  Six months ended June 30,
    2007 and 2006


6Notes to Unaudited
    Consolidated Financial Statements


7Item 2.


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


16Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


32Item 4.


Controls and
    Procedures


32PART II 
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


32Item 1A.


Risk
    Factors


32Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


33Item 4.


Submission of
    Matters to a Vote of Security Holders


34Item 6.


Exhibits


35Signatures


36Computation of Ratio of Earnings to Fixed ChargesCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of 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
 (In
    millions)
  June 30,


December 31,2007


2006(Unaudited)


(Audited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
124.8


$
64.1Trade receivables, net


605.9



505.0Parts and supplies, net


77.7



75.3Deferred income taxes


166.1



154.5Prepaid expenses and other current
    assets


139.7



164.3Total current assets


1,114.2



963.2PROPERTY AND EQUIPMENT


6,000.4



5,808.4Less: accumulated depreciation


1,953.9



1,808.3Property and equipment, net


4,046.5



4,000.1Goodwill


68.5



68.5Other assets


70.7



65.7Total assets

$
5,299.9


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

$
141.4


$
91.9Accounts payable


168.2



189.9Accrued expenses and other current
    liabilities


385.3



388.3Total current liabilities


694.9



670.1OTHER LONG-TERM LIABILITIES


184.1



196.9LONG-TERM DEBT, NET OF CURRENT
    PORTION


1,149.3



1,294.7DEFERRED INCOME TAXES


333.2



273.6MINORITY INTEREST


30.7



28.3STOCKHOLDERS EQUITY:Preferred stock






Common stock


1.7



1.7Paid-in capital


1,862.7



1,817.9Treasury stock, at cost


(9.8
)


(8.0
)Retained earnings


1,048.4



819.0Accumulated other comprehensive
    income


4.7



3.3Total stockholders equity


2,907.7



2,633.9Total liabilities and
    stockholders equity

$
5,299.9


$
5,097.5    3




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##### Table of Contents



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


2006REVENUES

$
791.2


$
616.5COSTS AND EXPENSESOperating costs, excluding
    depreciation and amortization


444.1



391.8Depreciation and amortization


77.9



64.4General and administrative,
    excluding depreciation and amortization


40.8



36.8Gain on sales of assets, net


(8.8
)


(1.7
)554.0



491.3EARNINGS FROM OPERATIONS


237.2



125.2OTHER INCOME (EXPENSE), NETInterest expense


(20.3
)


(18.5
)Interest income


0.8



1.7Other income (expense), net


(0.9
)


(2.0
)INCOME FROM CONTINUING OPERATIONS
    BEFORE INCOME TAXES AND MINORITY INTEREST


216.8



106.4INCOME TAXES


(69.2
)


(37.2
)MINORITY INTEREST


(1.5
)


(1.4
)INCOME FROM CONTINUING OPERATIONS


146.1



67.8NET INCOME

$
146.1


$
67.8BASIC EARNINGS PER SHARE:Income from continuing operations

$
0.88


$
0.41Income from discontinued operations






Net income

$
0.88


$
0.41DILUTED EARNINGS PER SHARE:Income from continuing operations

$
0.83


$
0.39Income from discontinued operations






Net income

$
0.83


$
0.39SHARES USED IN PER SHARE
    CALCULATIONSBasic


165.4



162.7Diluted


178.3



176.5    4




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##### Table of Contents



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


2006REVENUES

$
1,503.2


$
1,183.4COSTS AND EXPENSESOperating costs, excluding
    depreciation and amortization


863.4



764.1Depreciation and amortization


155.5



129.9General and administrative,
    excluding depreciation and amortization


79.8



62.8Gain on sales of assets, net


(9.3
)


(28.4
)1,089.4



928.4EARNINGS FROM OPERATIONS


413.8



255.0OTHER INCOME (EXPENSE), NETInterest expense


(40.9
)


(38.2
)Interest income


1.5



2.5Other income (expense), net


(3.9
)


0.4INCOME FROM CONTINUING OPERATIONS
    BEFORE INCOME TAXES AND MINORITY INTEREST


370.5



219.7INCOME TAXES


(120.2
)


(79.4
)MINORITY INTEREST


(2.5
)


(2.8
)INCOME FROM CONTINUING OPERATIONS


247.8



137.5INCOME FROM DISCONTINUED
    OPERATIONS, NET OF TAX






0.8NET INCOME

$
247.8


$
138.3BASIC EARNINGS PER SHARE:

$
1.50


$
0.84Income from continuing operations






0.01Income from discontinued operationsNet income

$
1.50


$
0.85DILUTED EARNINGS PER SHARE:Income from continuing operations

$
1.41


$
0.79Income from discontinued operations






0.01Net income

$
1.41


$
0.80SHARES USED IN PER SHARE
    CALCULATIONSBasic


165.0



162.4Diluted


178.1



176.5    5




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##### Table of Contents



Pride
    International, Inc.Consolidated Statements of Cash Flows(In millions)(Unaudited)
  Six Months Ended June 30,2007


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

$
247.8


$
138.3Adjustments to reconcile net
    income to net cash from operating activities:Depreciation and amortization


155.5



129.9Discount amortization on long-term
    debt


0.4



0.1Amortization and write-offs of
    deferred financing costs


2.0



2.0Amortization of deferred contract
    liabilities


(25.9
)


(2.2
)Gain on sale of assets


(9.3
)


(28.4
)Equity in earnings of affiliates


0.1



(1.3
)Deferred income taxes


46.1



44.8Excess tax benefits from
    stock-based compensation


(4.4
)


Minority interest


2.5



2.8Stock-based compensation


11.4



8.3Loss (gain) on mark-to-market of
    derivatives


0.8



(1.8
)Other non-cash items






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


(100.9
)


(31.4
)Parts and supplies


(2.4
)


(3.7
)Prepaid expenses and other current
    assets


17.0



(16.9
)Other assets


(6.1
)


(0.9
)Accounts payable


(26.3
)


(8.5
)Accrued expenses


38.5



8.3Other liabilities


(48.9
)


5.5Increase (decrease) in deferred
    revenue


(25.7
)


(14.4
)Decrease (increase) in deferred
    expense


9.5



15.4NET CASH FLOWS FROM (USED IN)
    OPERATING ACTIVITIES


281.7



248.9CASH FLOWS FROM (USED IN)
    INVESTING ACTIVITIES:Purchases of property and equipment


(170.6
)


(105.0
)Proceeds from dispositions of
    property and equipment


17.1



54.6Investments in and advances to
    affiliates






(3.8
)NET CASH FLOWS FROM (USED IN)
    INVESTING ACTIVITIES


(153.5
)


(54.2
)CASH FLOWS FROM (USED IN)
    FINANCING ACTIVITIES:Repayments of borrowings


(216.6
)


(353.8
)Proceeds from debt borrowings


120.0



186.0Decrease in restricted cash


0.4



Proceeds from exercise of stock
    options


22.2



27.5Excess tax benefits from
    stock-based compensation


4.4



Proceeds from issuance of common
    stock


2.1



1.4NET CASH FLOWS FROM (USED IN)
    FINANCING ACTIVITIES


(67.5
)


(138.9
)Increase (decrease) in cash and
    cash equivalents


60.7



55.8CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


64.1



45.1CASH AND CASH EQUIVALENTS, END OF
    PERIOD

$
124.8


$
100.9    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
  Uncertain
    Tax Positions
  Accounting for Uncertainty in Income Taxes
   7




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
    Pending
    Accounting Pronouncements
  Fair
    Value Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
  Reclassifications
    NOTE 2.
    PROPERTY
    AND EQUIPMENT    June 30,


December 31,2007


2006Rigs and rig equipment

$
5,661.4


$
5,529.1Transportation equipment


39.0



38.5Buildings


47.0



46.3Construction-in-progress


185.9



127.3Land


8.9



8.8Other


58.2



58.4Property and equipment, cost


6,000.4



5,808.4Accumulated depreciation and
    amortization


(1,953.9
)


(1,808.3
)Property and equipment, net

$
4,046.5


$
4,000.1   Pride Rotterdam
   8




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
    NOTE 3.
    INDEBTEDNESS  Short-Term
    Borrowings
    Long-Term
    Debt
    June 30,


December 31,2007


2006Senior secured revolving credit
    facility

$



$
50.073/8% Senior
    Notes due 2014, net of unamortized discount of $2.1 million
    and $2.2 million, respectively


497.9



497.831/4% Convertible
    Senior Notes due 2033


300.0



300.0Drillship loan facility due 2010,
    interest at LIBOR plus 1.5%


165.1



190.59.35% Semisubmersible loan


58.4



64.2MARAD notes, net of unamortized
    fair value discount of $3.5 million and $3.8 million,
    respectively


269.3



284.1Total debt


1,290.7



1,386.6Less current portion of long-term
    debt


141.4



91.9Long-term debt

$
1,149.3


$
1,294.7      9




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
  NOTE 4.
    FINANCIAL
    INSTRUMENTS    Accounting for Derivative
    Instruments and Hedging Activities.
  NOTE 5.
    INCOME
    TAXES      NOTE 6.
    EARNINGS
    PER SHARE      Six MonthsThree Months Ended


EndedJune 30,


June 30,2007


2006


2007


2006Income from continuing operations

$
146.1


$
67.8


$
247.8


$
138.3Interest expense on convertible
    notes


2.7



2.7



5.4



5.3Income tax effect


(1.0
)


(1.0
)


(1.9
)


(1.9
)Income from continuing operations,
    as adjusted

$
147.8


$
69.5


$
251.3


$
141.7Weighted average shares of common
    stock outstanding


165.4



162.7



165.0



162.4Convertible notes


11.7



11.7



11.7



11.7Stock options


0.9



2.0



1.0



2.3Restricted stock awards


0.3



0.1



0.4



0.1Weighted average shares of common
    stock outstanding, as adjusted


178.3



176.5



178.1



176.5Income from continuing operations
    per shareBasic

$
0.88


$
0.41


$
1.50


$
0.85Diluted

$
0.83


$
0.39


$
1.41


$
0.80  10




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
    NOTE 7.
    EMPLOYEE
    STOCK PLANS    Form 10-K
    Share-Based Payment.
  NOTE 8.
    DISCONTINUED
    OPERATIONS    NOTE 9.
    COMMITMENTS
    AND CONTINGENCIES  FCPA
    Investigation
   11




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
          Form 10-K
   12




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
        Other
    Legal Proceedings
     13




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
      NOTE 10.
    SEGMENT
    AND RELATED INFORMATION  Pride I Pride II
    Six MonthsThree Months Ended


EndedJune 30,


June 30,2007


2006


2007


2006Revenues:Offshore

$
517.1


$
384.3


$
972.8


$
748.7Latin America Land


192.2



156.2



370.3



296.6E&P Services


54.2



50.3



102.5



89.2Other


27.7



25.7



57.6



48.9Corporate














Total

$
791.2


$
616.5


$
1,503.2


$
1,183.4Earnings from operations:Offshore

$
213.6


$
114.5


$
384.1


$
240.7Latin America Land


27.6



28.8



59.3



51.3E&P Services


7.8



7.4



14.3



11.3Other


19.7



7.0



22.9



9.9Corporate


(31.5
)


(32.5
)


(66.8
)


(58.2
)Total

$
237.2


$
125.2


$
413.8


$
255.0    14




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##### Table of Contents



Pride
    International, Inc.
  Notes to Unaudited Consolidated Financial
    Statements  (Continued)
      NOTE 11.
    COMPREHENSIVE
    INCOME    Six MonthsThree Months Ended


EndedJune 30,


June 30,2007


2006


2007


2006Net Income

$
146.1


$
67.8


$
247.8


$
138.3Foreign currency translation
    adjustments


0.8



0.1



1.4



1.4Total Comprehensive Income

$
146.9


$
67.9


$
249.2


$
139.7   NOTE 12.
    OTHER
    SUPPLEMENTAL INFORMATION    Six Months EndedJune 30,2007

2006Cash paid for:Interest

$
39.2


$
37.8Income taxes


83.2



41.6Change in capital expenditures in
    accounts payable


4.6



13.6   NOTE 13.
    SUBSEQUENT
    EVENT   15




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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 June 30, 2007 and for the three
    and six months ended June 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 elsewhere in this quarterly report. See
    Forward-Looking Statements below.
  Overview
    and Recent Developments
    Pride I Pride
    II
     16




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##### Table of Contents



FCPA
    Investigation
         17




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##### Table of Contents



Form 10-K
        Business
    Outlook
   18




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##### Table of Contents



Pride Brazil Pride Carlos Walter Pride North America, Pride South Pacific Pride Africa Pride Angola Pride Africa Pride Angola
  Pride Mexico Pride South America,
    Pride South Seas Pride South Atlantic Pride Mexico
  Pride New Mexico Pride Tennessee Pride Alabama Pride Colorado Pride
    Mississippi
 19




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##### Table of Contents



Pride Mississippi Pride Oklahoma Pride Alabama Pride
    Colorado
        Backlog
    Segment
    Review
   20




---



##### Table of Contents



Six MonthsThree Months Ended


EndedJune 30,


June 30,2007


2006


2007


2006Revenues:Offshore

$
517.1


$
384.3


$
972.8


$
748.7Latin America Land


192.2



156.2



370.3



296.6E&P Services


54.2



50.3



102.5



89.2Other


27.7



25.7



57.6



48.9Corporate














Total

$
791.2


$
616.5


$
1,503.2


$
1,183.4Earnings from operations:Offshore

$
213.6


$
114.5


$
384.1


$
240.7Latin America Land


27.6



28.8



59.3



51.3E&P Services


7.8



7.4



14.3



11.3Other


19.7



7.0



22.9



9.9Corporate


(31.5
)


(32.5
)


(66.8
)


(58.2
)Total

$
237.2


$
125.2


$
413.8


$
255.0   Offshore
    For the SixFor the Three Months


Months EndedJune 30,


June 30,2007


2006


2007


2006Revenues:Deepwater

$
167.2


$
117.0


$
305.3


$
230.0Midwater


95.7



39.3



175.9



80.4Jackups


192.2



170.0



374.8



320.1Other


62.0



58.0



116.8



118.2Total

$
517.1


$
384.3


$
972.8


$
748.7Earnings from operations:Deepwater

$
76.7


$
29.9


$
129.7


$
62.4Midwater


45.7



3.9



78.4



8.6Jackups


82.4



79.3



161.3



164.0Other


8.8



1.4



14.7



5.7Total

$
213.6


$
114.5


$
384.1


$
240.7  21




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##### Table of Contents



For the Three Months Ended June 30,


For the Six Months Ended June 30,2007


2006


2007


2006Average





Average





Average





AverageDaily





Daily





Daily





DailyRevenues(1)


Utilization(2)


Revenues(1)


Utilization(2)


Revenues(1)


Utilization(2)


Revenues(1)


Utilization(2)Deepwater

$
236,200



97
%

$
173,700



93
%

$
215,800



98
%

$
175,800



90
%Midwater

$
203,500



86
%

$
93,500



77
%

$
175,000



93
%

$
89,300



83
%Jackups

$
94,100



80
%

$
79,500



84
%

$
92,400



80
%

$
72,000



86
%Other

$
49,400



73
%

$
48,400



69
%

$
48,700



70
%

$
46,800



68
%     (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 North America, Pride Portland Pride Rio de
    Janeiro Pride South
    Pacific
  Midwater
  Pride South Atlantic Pride South
    America Pride South Seas Pride Mexico
 22




---



##### Table of Contents



Pride Venezuela,
    Pride South Atlantic Pride South Seas Pride South America Pride South Atlantic
  Jackups
  Pride Louisiana Pride Hawaii Pride New Mexico
  Pride Rotterdam Pride Tennessee Pride Wisconsin
  Other
    Offshore
  Alligator, Al Baraka I Barracuda
  GP19 GP20 Bintang Kalimantan
 23




---



##### Table of Contents



Latin
    America Land
  Pride I Pride II
  For the Three Months Ended June 30,

For the Six Months Ended June 30,2007

2006

2007

2006Average



Average



Average



AverageDaily

Days

Daily

Days

Daily

Days

Daily

DaysRevenues(1)

Worked(2)

Revenues(1)

Worked(2)

Revenues(1)

Worked(2)

Revenues(1)

Worked(2)Drilling

$
17,800



5,796


$
14,900



5,754


$
17,100



11,571


$
14,600



11,256Workover

$
7,200



11,613


$
5,800



11,231


$
7,100



22,720


$
5,600



21,671     (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.(2)
    
    Days worked is calculated as the total days worked by all rigs
    of each type during the period.      E&P
    Services
       24




---



##### Table of Contents



Results
    of Operations
      Six MonthsThree Months Ended


EndedJune 30,


June 30,2007


2006


2007


2006(In millions)


(In millions)Revenues

$
791.2


$
616.5


$
1,503.2


$
1,183.4Costs and expensesOperating costs, excluding
    depreciation and amortization


444.1



391.8



863.4



764.1Depreciation and amortization


77.9



64.4



155.5



129.9General and administrative,
    excluding depreciation and amortization


40.8



36.8



79.8



62.8Gain on sales of assets, net


(8.8
)


(1.7
)


(9.3
)


(28.4
)554.0



491.3



1,089.4



928.4Earnings from operations


237.2



125.2



413.8



255.0Other income (expense), netInterest expense


(20.3
)


(18.5
)


(40.9
)


(38.2
)Interest income


0.8



1.7



1.5



2.5Other income (expense), net


(0.9
)


(2.0
)


(3.9
)


0.4Income from continuing operations
    before Income tax and minority interest


216.8



106.4



370.5



219.7Income taxes


(69.2
)


(37.2
)


(120.2
)


(79.4
)Minority interest


(1.5
)


(1.4
)


(2.5
)


(2.8
)Income from continuing operations

$
146.1


$
67.8


$
247.8


$
137.5   Three
    Months Ended June 30, 2007 Compared to Three Months Ended
    June 30, 2006
  Revenues. Pride South
    Atlantic, Pride Portland Pride Rio de Janeiro
  Operating Costs.
 25




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##### Table of Contents



Depreciation and Amortization. Pride Portland Pride Rio de
    Janeiro
  General and Administrative.
  Gain on Sales of Assets, Net.
  Interest Expense. Pride Portland Pride Rio de Janeiro
  Other Income (Expense), Net.
  Income Taxes.
  Six
    Months Ended June 30, 2007 Compared to Six Months Ended
    June 30, 2006
  Revenues. Pride Portland Pride
    Rio de Janeiro
  Operating Costs.
  Depreciation and Amortization. Pride Portland Pride Rio de
    Janeiro
  General and Administrative.
 26




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##### Table of Contents



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
    Sources
    and Uses of Cash  Six Months Ended June 30, 2007
    versus Six Months Ended June 30, 2006
     27




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##### Table of Contents



Pride Rotterdam
      Working
    Capital
    Available
    Credit Facilities
    Other
    Outstanding Debt
  3 8
  1 4
  Pride Africa Pride Angola
 28




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##### Table of Contents



Pride South America Pride South
    America Pride South America.
  Pride
    Portland Pride Rio de Janeiro
    Other
    Sources and Uses of Cash
        and/or
 29




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##### Table of Contents



Contractual
    Obligations
  Form 10-K
  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
 30




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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;
    potential sales of, or other capital market alternatives
    regarding, our Latin America Land and E&P Services segments;
    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;
    future labor costs with respect to our Argentina operations and
    our ability to recover these costs from our customers;
    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
  
    general economic and business conditions;
    prices of oil and natural gas and industry expectations about
    future prices;
    cost overruns related to our turnkey contracts;
    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;
    the limited number of strategic buyers available for our Latin
    America Land and E&P Services segments; 31




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##### Table of Contents




    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
  Many
    of our contracts with our customers for our offshore rigs are
    long-term fixed dayrate contracts. Increases in our costs, which
    are unpredictable and fluctuate based on events outside our
    control, could adversely impact our profitability on those
    contracts.
   32




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##### Table of Contents



We can
    provide no assurance that our current backlog of contract
    drilling revenue will be ultimately realized.
  Form 10-K.
  Unionization
    efforts and labor regulations in certain countries in which we
    operate could materially increase our costs or limit our
    flexibility.
        Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Total Number of


MaximumShares Purchased as


Number ofTotal Number of





Part of a Publicly


Shares That May YetShares


Average Price


Announced


Be PurchasedPeriod

Purchased(1)


Paid per Share


Plan(2)


Under the Plan(2)April 1-30, 2007


14,570


$
31.68



N/A



N/AMay 1-31, 2007





$




N/A



N/AJune 1-30, 2007


4,184


$
37.46



N/A



N/ATotal


18,754


$
32.97



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. 33




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders      Name

For


WithheldDavid A.B. Brown


95,257,592



28,068,051Kenneth M. Burke


95,630,607



27,695,036Archie W. Dunham


95,039,154



28,286,489Francis S. Kalman


95,614,815



27,710,828Ralph D. McBride


66,008,799



57,316,844Louis A. Raspino


95,632,216



27,693,427David B. Robson


90,036,234



33,289,409     For


75,227,788Against


19,078,850Abstain


6,188,624Broker Non-Vote


22,830,382     For


116,344,422Against


869,492Abstain


6,111,729Broker Non-Vote


  34




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##### Table of Contents



Item 6.
    Exhibits**  10.1

Summary of Certain Executive
    Officer Compensation Arrangements (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    dated July 6, 2007, File
    No. 1-13289).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




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##### Table of Contents



INDEX TO
    EXHIBITS
  10.1

Summary of Certain Executive
    Officer Compensation Arrangements (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    dated July 6, 2007, File
    No. 1-13289).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