SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Oldhman Steven D

(Last)

(First)

(Middle)

5847 SAN FELIPE

SUITE 3300

(Street)

HOUSTON

77057

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2004

3. Issuer Name and Ticker or Trading Symbol
PRIDE INTERNATIONAL INC [ PDE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Treasury/Investor Relations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	622	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	09/09/2008	Common Stock	15,000	$8	D
Stock Option (Right to Buy)	⁽²⁾	07/22/2009	Common Stock	2,500	$10.5	D
Stock Option (Right to Buy)	⁽³⁾	07/25/2010	Common Stock	2,500	$19.56	D
Stock Option (Right to Buy)	⁽⁴⁾	07/17/2011	Common Stock	2,500	$14.65	D
Stock Option (Right to Buy)	⁽⁵⁾	01/02/2012	Common Stock	5,000	$14.35	D
Stock Option (Right to Buy)	⁽⁶⁾	01/02/2013	Common Stock	12,500	$15.4	D
Stock Option (Right to Buy)	⁽⁷⁾	01/02/2014	Common Stock	8,250	$18.43	D
Stock Option (Right to Buy)	⁽⁸⁾	05/18/2014	Common Stock	25,000	$15.59	D

Explanation of Responses:

1. Stock options to purchase 15,000 shares became exercisable in five equal installments on September 9, 1999, September 9, 2000, September 9, 2001, September 9, 2002 and September 9, 2003.

2. Stock options to purchase 1,000 shares became exercisable on January 22, 2000 and, thereafter, in three equal installments of 500 shares on January 22, 2001, July 22, 2001 and January 22, 2002.

3. Stock options to purchase 1,000 shares became exercisable on January 25, 2001 and, thereafter, in three equal installments of 500 shares on January 25, 2002, July 25, 2002 and January 25, 2003.

4. Stock options to purchase 1,000 shares became exercisable on January 17, 2002 and, thereafter, in three equal installments of 500 shares on January 17, 2003, July 17, 2003 and January 17, 2004.

5. Stock options to purchase 2,000 shares became exercisable on July 2, 2002 and, thereafter, become exercisable in three equal installments of 1,000 shares on July 2, 2003, January 2, 2004 and July 2, 2004.

6. Stock options to purchase 5,000 shares became exercisable on July 2, 2003 and, thereafter, become exercisable in three equal installments of 2,500 shares on July 2, 2004, January 2, 2005 and July 2, 2005.

7. The options become exercisable in five equal installments on July 2, 2004, January 2, 2005, July 2, 2005, January 2, 2006 and July 2, 2006.

8. The options become exercisable in five equal installments on November 18, 2004, May 18, 2005, November 18, 2005, May 18, 2006 and November 18, 2006.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	W. Gregory Looser, attorney-in-fact	05/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.