EX-24 2 attach_1.htm

 PRIDE INTERNATIONAL, INC.



 Power of Attorney



WHEREAS, the undersigned, in his or her capacity as a director or officer or both,

as the case may be, of Pride International, Inc., a Delaware corporation (the "Company"),

may be required to file with the Securities and Exchange Commission (the "Commission")

under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder (collectively, the "Exchange Act"), Forms 3, 4 and 5

("Forms") relating to the undersigned's holdings of and transactions in securities of

the Company;



NOW, THEREFORE, the undersigned, in his or her capacity as a director or officer or

both, as the case may be, of the Company, does hereby appoint Paul A. Bragg, Louis A.

Raspino, W. Gregory Looser and Nicolas J. Evanoff, and each of them severally, as his

or her true and lawful attorney-in-fact or attorneys-in-fact and agent or agents with

power to act with or without the other and with full power of substitution and

resubstitution, to execute in his or her name, place and stead, in his or her

capacity as a director or officer or both, as the case may be, of the Company, Forms

and any and all amendments thereto and any and all instruments necessary or incidental

in connection therewith, if any, and to file the same with the Commission and any stock

exchange or similar authority.  Each said attorney-in-fact and agent shall have full

power and authority to do and perform in the name and on behalf of the undersigned in

any and all capacities, every act whatsoever necessary or desirable to be done in the

premises, as fully and to all intents and purposes as the undersigned might or could

do in person, the undersigned hereby ratifying and approving the acts of said attorney.

  The powers and authority of each said attorney-in-fact and agent herein granted shall

remain in full force and effect until the undersigned is no longer required to file

Forms under the Exchange Act, unless earlier revoked by the undersigned by giving

written notice of such revocation to the Company.  The undersigned acknowledges that

the said attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Exchange Act.



IN WITNESS WHEREOF, the undersigned has executed this instrument this

25th day of May, 2004.





/s/ Steven D. Oldham

Steven D. Oldham















HOU03:964035.1