SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FIRST RESERVE CORP (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRIDE INTERNATIONAL INC [ PDE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2004		S		70,900(1)	D	$20.0409	19,510,501(2)	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FIRST RESERVE CORP (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE FUND IX L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE GP VII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE GP IX INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE GP IX L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE FUND VII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE GP VIII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE FUND VIII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 3,345 of these reported shares were sold by First Reserve Fund VII, Limited Partnership ("Fund VII"), 39,710 shares were sold by First Reserve Fund VIII, L.P. ("Fund VIII"), and 27,845 shares were sold by First Reserve Fund IX, L.P.

2. Consists of 920,556 shares held by Fund VII; 10,927,578 shares held by Fund VIII; and 7,662,367 shares held by Fund IX.

3. First Reserve Corporation ("First Reserve") is the general partner of First Reserve GP VII, L.P. ("GP VII") and First Reserve GP VIII, L.P. ("GP VIII"), which in turn are the general partners of Fund VII and Fund VIII, respectively. First Reserve GP IX, Inc. ("GP IX Inc") is the general partner of First Reserve GP IX, L.P. ("GP IX"), which, in turn, is the general partner of Fund IX. First Reserve is also the investment advisor to Fund IX. The direct and indirect general partners of Fund VII, Fund VIII and Fund IX, respectively (the "Funds"), may be deemed to share beneficial ownership of the shares reported herein. Each of the Funds and their respective direct and indirect general partners disclaim beneficial ownership of the shares held by the other Funds.

Remarks:

First Reserve is signing for itself, as the designated filer, as well as in the capacity of general partner of GP VII and GP VIII. GP VII and GP VIII are signing for Fund VII and Fund VIII, respectively, as their general partners. Thomas R. Denison is also signing as Managing Director of GP IX, Inc., and GP IX, Inc. is signing as the general partner of GP IX. GP IX is signing for Fund IX, as its general partner.

	Thomas R. Denison, Managing Director of First Reserve Corporation	01/28/2004
	** Signature of Reporting Person	Date
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