SEC FORM 4

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

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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^*

STOVER BRUCE H

(Last)

(First)

(Middle)

1000 MAIN STREET

SUITE 3300

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDEAVOUR INTERNATIONAL CORP [ END ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Operations

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2008

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2008	01/02/2008	A		225,000	A ⁽¹⁾	$0.00	1,249,380	D
Common Stock	01/02/2008		S		13,435	D ⁽²⁾	$1.32	1,235,945	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Option	$1.32	01/02/2008		A		218,000		⁽³⁾	01/01/2018	Common Stock	218,000	$0.00	768,000	D
Premium Performance Target Price Stock Option	⁽⁴⁾	01/02/2008		A		218,000		⁽⁵⁾	⁽⁶⁾	Common Stock	218,000	$0.00	986,000	D

Explanation of Responses:

1. Restricted shares awarded under the 2007 Incentive Plan. One-third (1/3) of such shares will vest January 1, 2009, January 1, 2010 and January 1, 2011, respectively, if continually employed by the company through each such period.

2. This transaction involved sales of securities to satisfy the federal income tax withholding liability which arose upon the vesting of certain securities under the Issuer's 2004 Incentive Plan. All of the proceeds from these sales transactions will be utilized to satisfy such withholding obligation.

3. One-third (1/3) of the options will vest January 1, 2009, January 1, 2010 and January 1, 2011, respectively, if continually employed by the company through each such period.

4. Premium performance grant is awarded only if the share price meets or exceeds $2.35 for 20 consecutive trading days within three years of the transaction date. The exercise price will be set at the closing price on that 20th day (the "grant date").

5. If awarded, one-third (1/3) of such shares will vest one day prior to each anniversary of the grant date over the following three years, if continually employed by the company through each such period.

6. Ten years from grant date.

Remarks:

	/s/ Karen Paganis for Bruce H. Stover	01/04/2008
	** 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 4 (b)(v).
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