As filed with the Securities and Exchange Commission on June 26, 1996
                                                       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
                         (State or other jurisdiction of
                         incorporation or organization)
                                   76-0069030
                                (I.R.S. Employer
                               Identification No.)
                         1500 CITY WEST BLVD., SUITE 400
                                 HOUSTON, TEXAS
                    (Address of Principal Executive Offices)
                                      77042
                                   (Zip Code)

           PRIDE PETROLEUM SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (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...........................     150,000            $15.50              $2,325,000              $802
</TABLE>
- ------------
(1)  Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
     computing the registration fee and based upon the average of the high and
     low sales prices reported on the Nasdaq National Market on June 19, 1996.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Note: The document(s) containing the information concerning
the Pride Petroleum Services, Inc. Employee Stock Purchase Plan (the "Plan"),
required by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan 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 registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant 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 registrant, Pride Petroleum
Services, Inc. (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, 1995;

                  (2) The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996;

                  (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
         20, 1996; and

                  (5) The Company's Current Report on Form 8-K filed on May 15,
         1996, as amended by a Form 8-K/A filed on June 4, 1996.

                  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.

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 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).
                                      II-1

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                       DOCUMENT DESCRIPTION
- -------                      --------------------
*4.1  -   Restated Articles of Incorporation of the Company (Form S-1,
          Registration No. 33-33233, Exhibit 3(a)).

*4.2  -   Amendment to Restated Articles of Incorporation (Form S-3,
          Registration No. 33-76310, Exhibit 4.2).

*4.3  -   Bylaws of the Company (Form S-1, Registration No. 33-33233,
          Exhibit 3(b)).

 4.4  -   Pride Petroleum Services, Inc. Employee Stock Purchase Plan.

 5    -   Opinion of McGlinchey Stafford Lang.

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

23.2  -   Consent of Johnson, Miller & Co.

23.3  -   Consent of Pistrelli, Diaz y Asociados.

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

24    -   Powers of Attorney (included on the signature page of the
          Registration Statement).
- ------------
   *  Incorporated by reference as indicated.


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;

                                      II-2

             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 June 25, 1996.

                                 PRIDE PETROLEUM SERVICES, INC.

                                 By:  /s/  RAY H. TOLSON
                                           Ray H. Tolson,
                                           Chairman of the Board, President 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 JUNE 25, 1996.

       SIGNATURE                                    TITLE
       ---------                                    -----
/s/  RAY H. TOLSON                   Chairman of the Board, President and
     Ray H. Tolson                           Chief Executive Officer
     (Principal Executive Officer)

/s/  PAUL A. BRAGG                   Vice President and Chief Financial Officer
     Paul A. Bragg
     (Principal Financial Officer)

/s/ EARL W. MCNIEL                   Chief Accounting Officer
    Earl W. McNiel
    (Principal Accounting Officer)

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

/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

                                  EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION
- -----------                         -----------
*4.1  -   Restated Articles of Incorporation of the Company (Form S-1,
          Registration No. 33-33233, Exhibit 3(a)).

*4.2  -   Amendment to Restated Articles of Incorporation (Form S-3,
          Registration No. 33-76310, Exhibit 4.2).

*4.3  -   Bylaws of the Company (Form S-1, Registration No. 33-33233,
          Exhibit 3(b)).

 4.4  -   Pride Petroleum Services, Inc. Employee Stock Purchase Plan.

 5    -   Opinion of McGlinchey Stafford Lang.

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

23.2  -   Consent of Johnson, Miller & Co.

23.3  -   Consent of Pistrelli, Diaz y Asociados.

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

24    -   Powers of Attorney (included on the signature page of the
          Registration Statement).
- ------------
   *  Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 15697}]
{"company-data": {"conformed-name": "PRIDE PETROLEUM SERVICES INC", "cik": "0000833081", "assigned-sic": "1389", "irs-number": "760069030", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06825", "film-number": "96585641"}, "business-address": {"street1": "1500 CITY W BLVD STE 400", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7138718567"}, "mail-address": {"street1": "1500 CITY WEST BLVD", "street2": "SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
As filed with the Securities and Exchange Commission on June 26, 1996
                                                       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
                         (State or other jurisdiction of
                         incorporation or organization)
                                   76-0069030
                                (I.R.S. Employer
                               Identification No.)
                         1500 CITY WEST BLVD., SUITE 400
                                 HOUSTON, TEXAS
                    (Address of Principal Executive Offices)
                                      77042
                                   (Zip Code)

           PRIDE PETROLEUM SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (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...........................     150,000            $15.50              $2,325,000              $802
- ------------
(1)  Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
     computing the registration fee and based upon the average of the high and
     low sales prices reported on the Nasdaq National Market on June 19, 1996.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Note: The document(s) containing the information concerning
the Pride Petroleum Services, Inc. Employee Stock Purchase Plan (the "Plan"),
required by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan 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 registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant 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 registrant, Pride Petroleum
Services, Inc. (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, 1995;

                  (2) The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996;

                  (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
         20, 1996; and

                  (5) The Company's Current Report on Form 8-K filed on May 15,
         1996, as amended by a Form 8-K/A filed on June 4, 1996.

                  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.

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 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).
                                      II-1

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                       DOCUMENT DESCRIPTION
- -------                      --------------------
*4.1  -   Restated Articles of Incorporation of the Company (Form S-1,
          Registration No. 33-33233, Exhibit 3(a)).

*4.2  -   Amendment to Restated Articles of Incorporation (Form S-3,
          Registration No. 33-76310, Exhibit 4.2).

*4.3  -   Bylaws of the Company (Form S-1, Registration No. 33-33233,
          Exhibit 3(b)).

 4.4  -   Pride Petroleum Services, Inc. Employee Stock Purchase Plan.

 5    -   Opinion of McGlinchey Stafford Lang.

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

23.2  -   Consent of Johnson, Miller & Co.

23.3  -   Consent of Pistrelli, Diaz y Asociados.

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

24    -   Powers of Attorney (included on the signature page of the
          Registration Statement).
- ------------
   *  Incorporated by reference as indicated.

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;

                                      II-2

             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 June 25, 1996.

                                 PRIDE PETROLEUM SERVICES, INC.

                                 By:  /s/  RAY H. TOLSON
                                           Ray H. Tolson,
                                           Chairman of the Board, President 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 JUNE 25, 1996.

       SIGNATURE                                    TITLE
       ---------                                    -----
/s/  RAY H. TOLSON                   Chairman of the Board, President and
     Ray H. Tolson                           Chief Executive Officer
     (Principal Executive Officer)

/s/  PAUL A. BRAGG                   Vice President and Chief Financial Officer
     Paul A. Bragg
     (Principal Financial Officer)

/s/ EARL W. MCNIEL                   Chief Accounting Officer
    Earl W. McNiel
    (Principal Accounting Officer)

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

/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

                                  EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION
- -----------                         -----------
*4.1  -   Restated Articles of Incorporation of the Company (Form S-1,
          Registration No. 33-33233, Exhibit 3(a)).

*4.2  -   Amendment to Restated Articles of Incorporation (Form S-3,
          Registration No. 33-76310, Exhibit 4.2).

*4.3  -   Bylaws of the Company (Form S-1, Registration No. 33-33233,
          Exhibit 3(b)).

 4.4  -   Pride Petroleum Services, Inc. Employee Stock Purchase Plan.

 5    -   Opinion of McGlinchey Stafford Lang.

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

23.2  -   Consent of Johnson, Miller & Co.

23.3  -   Consent of Pistrelli, Diaz y Asociados.

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

24    -   Powers of Attorney (included on the signature page of the
          Registration Statement).
- ------------
   *  Incorporated herein by reference.