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
X	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 10% Owner Officer (give title below) X Other (specify below) See Footnote 1
	3. Date of Earliest Transaction (Month/Day/Year) 04/22/2005
	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	04/22/2005		S		1,318,100(1)	D	$23.4143	5,981,271(2)	I(3)	See FN(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 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

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

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

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 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

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

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

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

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

Explanation of Responses:

1. The sale of all of these shares by the Reporting Persons was made pursuant to the provisions of Rule 10b5-1(c). Of the 1,318,100 shares sold as reported herein, First Reserve Fund VII, Limited Partnership ("Fund VII"), sold 62,192 shares, First Reserve Fund VIII, L.P. ("Fund VIII"), sold 738,254 shares, and First Reserve Fund IX, L.P. ("Fund IX"), sold 517,654 shares. The Reporting Persons are filing this Form 4 to satisfy potential filing obligations. Notwithstanding this filing, each of the Reporting Persons disclaims that it is a person required to report transactions pursuant to Section 16.

2. Consists of 281,978 shares of common stock held directly by Fund VII; 3,347,235 shares of common stock held directly by Fund VIII; 2,347,038 shares of common stock held directly by Fund IX; and 5,020 shares of restricted common stock issued to William E. Macaulay in his capacity as a Director of the Issuer, for an aggregate of 5,981,271 shares of Common Stock. Each of the Funds (as defined in Footnote 3) has an interest in a portion of the proceeds from the aforementioned restricted common stock issued to Mr. Macaulay. Mr. Macaulay disclaims beneficial ownership of any securities of the Issuer held by the Funds.

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 held by each such fund. Other than First Reserve in its capacity as the indirect general partner of Fund VII and Fund VIII, 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, by Anne E. Gold, 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. GP IX, Inc., by Anne E. Gold, is signing for itself, as well as in the capacity of general partner of GP IX. GP IX is signing for Fund IX, as its general partner.

	Anne E. Gold, Assistant Secretary	04/25/2005
	Anne E. Gold	04/25/2005
	Anne E. Gold	04/25/2005
	Anne E. Gold	04/25/2005
	Anne E. Gold	04/25/2005
	Anne E. Gold	04/25/2005
	Anne E. Gold	04/25/2005
	Anne E. Gold	04/25/2005
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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