As filed with the Securities and Exchange Commission on May 22, 1997
                                                 Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                         PRIDE PETROLEUM SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                  LOUISIANA                            76-0069030     
       (State or other jurisdiction of              (I.R.S. Employer  
       incorporation or organization)              Identification No.)
                                                  
          1500 CITY WEST BLVD., SUITE 400
                  HOUSTON, TEXAS                             77042    
     (Address of Principal Executive Offices)             (Zip Code)  
                                                       
                             ----------------------

    OPTIONS ORIGINALLY GRANTED UNDER THE FORASOL-FORAMER N.V. 1996 LONG-TERM
    INCENTIVE PLAN ASSUMED BY PRIDE PETROLEUM SERVICES, INC. PURSUANT TO THE
       PURCHASE AGREEMENT DATED AS OF DECEMBER 16, 1996 BY AND AMONG PRIDE
           PETROLEUM SERVICES, INC., FORASOL-FORAMER N.V. AND CERTAIN
                      SHAREHOLDERS OF FORASOL-FORAMER N.V.
                            (Full title of the plan)

                             ----------------------

                                ROBERT W. RANDALL
                       VICE PRESIDENT AND GENERAL COUNSEL
                         PRIDE PETROLEUM SERVICES, INC.
                         1500 CITY WEST BLVD., SUITE 400
                              HOUSTON, TEXAS 77042
                     (Name and address of agent for service)

                                 (713) 789-1400
          (Telephone number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================== ============= ================ =================== ================
                                                              Proposed       Proposed maximum
                                            Amount to be  maximum offering  aggregate offering    Amount of
   Title of securities to be registered      registered  price per share (1)     price (1)     registration fee
------------------------------------------- ------------- ---------------- ------------------- ---------------- 
<S>                                            <C>             <C>             <C>                 <C>   
Common Stock, no par value.................    387,200         $14.00          $5,420,800          $1,643
=========================================== ============= ================ =================== ================
</TABLE>
(1)   Computed pursuant to Rule 457(h) based upon the maximum price at which the
      options may be exercised.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the information required by Item 1 of
Form S-8 concerning the options (the "Options") originally granted under the
Forasol-Foramer N.V. 1996 Long-Term Incentive Plan assumed by Pride Petroleum
Services, Inc. (the "Company") pursuant to the Purchase Agreement dated as of
December 16, 1996 by and among the Company, Forasol-Foramer N.V. and certain
shareholders of Forasol-Foramer N.V. and the statement of availability of
registrant information, Option information and other information required by
Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428.
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.

                                       -1-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following documents, which the Company has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 0-16961), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:

               (1) The Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1996;

               (2) The Company's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1997;

               (3) The description of the Company's common stock, no par value
        (the "Common Stock"), contained in the Company's Registration Statement
        on Form 8-A filed on February 6, 1989, as such Registration Statement
        may be further amended from time to time for the purpose of updating,
        changing or modifying such description;

               (4) The Company's Current Report on Form 8-K filed on March 7,
        1997;

               (5) The Company's Current Report on Form 8-K filed on March 25,
        1997, as amended by a Form 8-K/A filed on April 8, 1997;

               (6) The Company's Current Report on Form 8-K filed on May 7,
        1997; and

               (7) The Company's Current Report on Form 8-K filed on May 22,
        1997.

        All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

        Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                      II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 83 of the Business Corporation Law of the State of Louisiana
gives corporations the power to indemnify officers and directors under certain
circumstances. Article IX of the Company's Amended and Restated Articles of
Incorporation and Section 13 of the Company's Bylaws contain provisions that
provide for indemnification of certain persons (including officers and
directors).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                       Document Description
------                       --------------------
*4.1      --     Restated Articles of Incorporation of the Company (incorporated
                 by reference to Exhibit 3.1 to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1996, File No.
                 0-16961).

*4.2      --     Amendment to Restated Articles of Incorporation (incorporated
                 by reference to Exhibit 3.2 to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1996, File No.
                 0-16961).

*4.3      --     Amendment to Amended and Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.3 to the Company's
                 Annual Report on Form 10-K for the year ended December 31,
                 1996, File No. 0-16961).

*4.4      --     Bylaws of the Company, as amended (incorporated by reference to
                 Exhibit 3.4 to the Company's Annual Report on Form 10-K for the
                 year ended December 31, 1996, File No. 0-16961).

*4.5      --     Purchase Agreement dated as of December 16, 1996 by and among
                 the Company, Forasol-Foramer N.V. and certain shareholders of
                 Forasol-Foramer N.V. (incorporated by reference to Appendix A 
                 of the Company's Proxy Statement/Prospectus dated January 31,
                 1997, File No. 0-16963).

 4.6      --     Form of Option Agreement.

 5        --     Opinion of McGlinchey Stafford.

15        --     Awareness Letter of Coopers & Lybrand L.L.P.

23.1      --     Consent of Coopers & Lybrand L.L.P.

23.2      --     Consent of Ernst & Young Audit.

23.3      --     Consent of Price Waterhouse.

23.4      --     Consent of Pistrelli, Diaz y Asociados.

23.5      --     Consent of McGlinchey Stafford (contained in Exhibit 5).

24        --     Powers of Attorney (included on the signature page of the
                 Registration Statement).

-----------------------------
*       Incorporated by reference as indicated.

                                      II-2
<PAGE>
ITEM 9.   UNDERTAKINGS.

        (a) The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

                        (i) To include any prospectus required by section
                10(a)(3) of the Securities Act of 1933;

                        (ii) To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement;

                        (iii) To include any material information with respect
                to the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed by the
        registrant pursuant to section 13 or section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        Registration Statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on May 22, 1997.

                                       PRIDE PETROLEUM SERVICES, INC.

                                       By: /s/ RAY H. TOLSON
                                           Ray H. Tolson,
                                           Chairman of the Board and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below appoints Ray H. Tolson, Paul
A. Bragg and Robert W. Randall, and each of them, each of whom may act without
the joinder of the others, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON MAY 22, 1997.

      Signature                                          Title
      ---------                                          -----

/S/ RAY H. TOLSON                    Chairman of the Board and Chief Executive
    Ray H. Tolson                    Officer
    (Principal Executive Officer)

/S/ PAUL A. BRAGG                    President and Chief Operating Officer
    Paul A. Bragg
    (Principal Executive Officer)

/S/ EARL W. MCNIEL                   Vice President and Chief Financial Officer
    Earl W. McNiel
    (Principal Financial and 
    Accounting Officer)

/S/ CHRISTIAN J. BOON FALLEUR        Director
    Christian J. Boon Falleur

/S/ JAMES B. CLEMENT                 Director
    James B. Clement

/S/ REMI DORVAL                      Director
    Remi Dorval

/S/ JORGE E. ESTRADA M.              Director
    Jorge E. Estrada M.

/S/ RALPH D. MCBRIDE                 Director
    Ralph D. McBride

/S/ THOMAS H. ROBERTS, JR.           Director
    Thomas H. Roberts, Jr.

/S/ JAMES T. SNEED                   Director
    James T. Sneed                   

                                      II-4
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                         Description                         Page No.
-----------                         -----------                         --------

*4.1      --     Restated Articles of Incorporation of the Company 
                 (incorporated by reference to Exhibit 3.1 to the 
                 Company's Annual Report on Form 10-K for the year 
                 ended December 31, 1996, File No. 0-16961).

*4.2      --     Amendment to Restated Articles of Incorporation 
                 (incorporated by reference to Exhibit 3.2 to the 
                 Company's Annual Report on Form 10-K for the year 
                 ended December 31, 1996, File No. 0-16961).

*4.3      --     Amendment to Amended and Restated Articles of 
                 Incorporation (incorporated by reference to Exhibit 
                 3.3 to the Company's Annual Report on Form 10-K 
                 for the year ended December 31, 1996, File No. 0-16961).

*4.4      --     Bylaws of the Company, as amended (incorporated 
                 by reference to Exhibit 3.4 to the Company's 
                 Annual Report on Form 10-K for the year ended 
                 December 31, 1996, File No. 0-16961).

*4.5      --     Purchase Agreement dated as of December 16, 1996 
                 by and among the Company, Forasol-Foramer N.V. 
                 and certain shareholders of Forasol-Foramer N.V. 
                 (incorporated by reference to Appendix A of the 
                 Company's Proxy Statement/Prospectus dated 
                 January 31, 1997, File No. 0-16963).

 4.6      --     Form of Option Agreement.

 5        --     Opinion of McGlinchey Stafford.

15        --     Awareness Letter of Coopers & Lybrand L.L.P.

23.1      --     Consent of Coopers & Lybrand L.L.P.

23.2      --     Consent of Ernst & Young Audit.

23.3      --     Consent of Price Waterhouse.

23.4      --     Consent of Pistrelli, Diaz y Asociados.

23.5      --     Consent of McGlinchey Stafford 
                 (contained in Exhibit 5).

24        --     Powers of Attorney (included on the signature 
                 page of the Registration Statement).

-----------------------------
*       Incorporated herein by reference.
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As filed with the Securities and Exchange Commission on May 22, 1997
                                                 Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                         PRIDE PETROLEUM SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                  LOUISIANA                            76-0069030     
       (State or other jurisdiction of              (I.R.S. Employer  
       incorporation or organization)              Identification No.)
                                                  
          1500 CITY WEST BLVD., SUITE 400
                  HOUSTON, TEXAS                             77042    
     (Address of Principal Executive Offices)             (Zip Code)  
                                                       
                             ----------------------

    OPTIONS ORIGINALLY GRANTED UNDER THE FORASOL-FORAMER N.V. 1996 LONG-TERM
    INCENTIVE PLAN ASSUMED BY PRIDE PETROLEUM SERVICES, INC. PURSUANT TO THE
       PURCHASE AGREEMENT DATED AS OF DECEMBER 16, 1996 BY AND AMONG PRIDE
           PETROLEUM SERVICES, INC., FORASOL-FORAMER N.V. AND CERTAIN
                      SHAREHOLDERS OF FORASOL-FORAMER N.V.
                            (Full title of the plan)

                             ----------------------

                                ROBERT W. RANDALL
                       VICE PRESIDENT AND GENERAL COUNSEL
                         PRIDE PETROLEUM SERVICES, INC.
                         1500 CITY WEST BLVD., SUITE 400
                              HOUSTON, TEXAS 77042
                     (Name and address of agent for service)

                                 (713) 789-1400
          (Telephone number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
=========================================== ============= ================ =================== ================
                                                              Proposed       Proposed maximum
                                            Amount to be  maximum offering  aggregate offering    Amount of
   Title of securities to be registered      registered  price per share (1)     price (1)     registration fee
------------------------------------------- ------------- ---------------- ------------------- ----------------
Common Stock, no par value.................    387,200         $14.00          $5,420,800          $1,643
=========================================== ============= ================ =================== ================
(1)   Computed pursuant to Rule 457(h) based upon the maximum price at which the
      options may be exercised.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the information required by Item 1 of
Form S-8 concerning the options (the "Options") originally granted under the
Forasol-Foramer N.V. 1996 Long-Term Incentive Plan assumed by Pride Petroleum
Services, Inc. (the "Company") pursuant to the Purchase Agreement dated as of
December 16, 1996 by and among the Company, Forasol-Foramer N.V. and certain
shareholders of Forasol-Foramer N.V. and the statement of availability of
registrant information, Option information and other information required by
Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428.
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.

                                       -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following documents, which the Company has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 0-16961), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:

               (1) The Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1996;

               (2) The Company's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1997;

               (3) The description of the Company's common stock, no par value
        (the "Common Stock"), contained in the Company's Registration Statement
        on Form 8-A filed on February 6, 1989, as such Registration Statement
        may be further amended from time to time for the purpose of updating,
        changing or modifying such description;

               (4) The Company's Current Report on Form 8-K filed on March 7,
        1997;

               (5) The Company's Current Report on Form 8-K filed on March 25,
        1997, as amended by a Form 8-K/A filed on April 8, 1997;

               (6) The Company's Current Report on Form 8-K filed on May 7,
        1997; and

               (7) The Company's Current Report on Form 8-K filed on May 22,
        1997.

        All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

        Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 83 of the Business Corporation Law of the State of Louisiana
gives corporations the power to indemnify officers and directors under certain
circumstances. Article IX of the Company's Amended and Restated Articles of
Incorporation and Section 13 of the Company's Bylaws contain provisions that
provide for indemnification of certain persons (including officers and
directors).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                       Document Description
------                       --------------------
*4.1      --     Restated Articles of Incorporation of the Company (incorporated
                 by reference to Exhibit 3.1 to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1996, File No.
                 0-16961).

*4.2      --     Amendment to Restated Articles of Incorporation (incorporated
                 by reference to Exhibit 3.2 to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1996, File No.
                 0-16961).

*4.3      --     Amendment to Amended and Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.3 to the Company's
                 Annual Report on Form 10-K for the year ended December 31,
                 1996, File No. 0-16961).

*4.4      --     Bylaws of the Company, as amended (incorporated by reference to
                 Exhibit 3.4 to the Company's Annual Report on Form 10-K for the
                 year ended December 31, 1996, File No. 0-16961).

*4.5      --     Purchase Agreement dated as of December 16, 1996 by and among
                 the Company, Forasol-Foramer N.V. and certain shareholders of
                 Forasol-Foramer N.V. (incorporated by reference to Appendix A 
                 of the Company's Proxy Statement/Prospectus dated January 31,
                 1997, File No. 0-16963).

 4.6      --     Form of Option Agreement.

 5        --     Opinion of McGlinchey Stafford.

15        --     Awareness Letter of Coopers & Lybrand L.L.P.

23.1      --     Consent of Coopers & Lybrand L.L.P.

23.2      --     Consent of Ernst & Young Audit.

23.3      --     Consent of Price Waterhouse.

23.4      --     Consent of Pistrelli, Diaz y Asociados.

23.5      --     Consent of McGlinchey Stafford (contained in Exhibit 5).

24        --     Powers of Attorney (included on the signature page of the
                 Registration Statement).

-----------------------------
*       Incorporated by reference as indicated.

                                      II-2
ITEM 9.   UNDERTAKINGS.

        (a) The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

                        (i) To include any prospectus required by section
                10(a)(3) of the Securities Act of 1933;

                        (ii) To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement;

                        (iii) To include any material information with respect
                to the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed by the
        registrant pursuant to section 13 or section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        Registration Statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on May 22, 1997.

                                       PRIDE PETROLEUM SERVICES, INC.

                                       By: /s/ RAY H. TOLSON
                                           Ray H. Tolson,
                                           Chairman of the Board and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below appoints Ray H. Tolson, Paul
A. Bragg and Robert W. Randall, and each of them, each of whom may act without
the joinder of the others, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON MAY 22, 1997.

      Signature                                          Title
      ---------                                          -----

/S/ RAY H. TOLSON                    Chairman of the Board and Chief Executive
    Ray H. Tolson                    Officer
    (Principal Executive Officer)

/S/ PAUL A. BRAGG                    President and Chief Operating Officer
    Paul A. Bragg
    (Principal Executive Officer)

/S/ EARL W. MCNIEL                   Vice President and Chief Financial Officer
    Earl W. McNiel
    (Principal Financial and 
    Accounting Officer)

/S/ CHRISTIAN J. BOON FALLEUR        Director
    Christian J. Boon Falleur

/S/ JAMES B. CLEMENT                 Director
    James B. Clement

/S/ REMI DORVAL                      Director
    Remi Dorval

/S/ JORGE E. ESTRADA M.              Director
    Jorge E. Estrada M.

/S/ RALPH D. MCBRIDE                 Director
    Ralph D. McBride

/S/ THOMAS H. ROBERTS, JR.           Director
    Thomas H. Roberts, Jr.

/S/ JAMES T. SNEED                   Director
    James T. Sneed                   

                                      II-4
EXHIBIT INDEX

Exhibit No.                         Description                         Page No.
-----------                         -----------                         --------

*4.1      --     Restated Articles of Incorporation of the Company 
                 (incorporated by reference to Exhibit 3.1 to the 
                 Company's Annual Report on Form 10-K for the year 
                 ended December 31, 1996, File No. 0-16961).

*4.2      --     Amendment to Restated Articles of Incorporation 
                 (incorporated by reference to Exhibit 3.2 to the 
                 Company's Annual Report on Form 10-K for the year 
                 ended December 31, 1996, File No. 0-16961).

*4.3      --     Amendment to Amended and Restated Articles of 
                 Incorporation (incorporated by reference to Exhibit 
                 3.3 to the Company's Annual Report on Form 10-K 
                 for the year ended December 31, 1996, File No. 0-16961).

*4.4      --     Bylaws of the Company, as amended (incorporated 
                 by reference to Exhibit 3.4 to the Company's 
                 Annual Report on Form 10-K for the year ended 
                 December 31, 1996, File No. 0-16961).

*4.5      --     Purchase Agreement dated as of December 16, 1996 
                 by and among the Company, Forasol-Foramer N.V. 
                 and certain shareholders of Forasol-Foramer N.V. 
                 (incorporated by reference to Appendix A of the 
                 Company's Proxy Statement/Prospectus dated 
                 January 31, 1997, File No. 0-16963).

 4.6      --     Form of Option Agreement.

 5        --     Opinion of McGlinchey Stafford.

15        --     Awareness Letter of Coopers & Lybrand L.L.P.

23.1      --     Consent of Coopers & Lybrand L.L.P.

23.2      --     Consent of Ernst & Young Audit.

23.3      --     Consent of Price Waterhouse.

23.4      --     Consent of Pistrelli, Diaz y Asociados.

23.5      --     Consent of McGlinchey Stafford 
                 (contained in Exhibit 5).

24        --     Powers of Attorney (included on the signature 
                 page of the Registration Statement).

-----------------------------
*       Incorporated herein by reference.