<PAGE>

   As filed with the Securities and Exchange Commission on August 23, 1996
                                                     Registration No. 333-
___________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ----------------------

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

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

                      ENSCO INTERNATIONAL INCORPORATED
           (Exact name of registrant as specified in its charter)


                     DELAWARE                     76-0232579
           (State or other jurisdiction of        (I.R.S. Employer
         incorporation or organization)     Identification Number)

                            2700 FOUNTAIN PLACE
                              1445 ROSS AVENUE
                          DALLAS, TEXAS 75202-2792
                               (214) 922-1500
      (Address, including zip code, and telephone number, including
       area code, of registrant's principal executive offices)

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

                      ENSCO INTERNATIONAL INCORPORATED
               1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                          (Full title of the plan)

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

                            C. CHRISTOPHER GAUT
                      ENSCO International Incorporated
                            2700 FOUNTAIN PLACE
                              1445 ROSS AVENUE
                          DALLAS, TEXAS 75202-2792
                               (214) 922-1500
         (Name, address, including zip code, and telephone number, 
                 including area code, of agent for service)

                              With a copy to:
                           ALBERT G. McGRATH, JR.
                      ENSCO International Incorporated
                            2700 FOUNTAIN PLACE
                              1445 ROSS AVENUE
                          DALLAS, TEXAS 75202-2792
                               (214) 922-1500

     ------------------------------------------------------------------<PAGE>



<TABLE>
<CAPTION>
                            CALCULATION OF REGISTRATION FEE

                                                             Proposed maximum        Proposed maximum         Amount of
  Title of securities to be               Amount to be       offering price          aggregate offering       registration
  registered              <F1>            registered         per share   <F2>        price         <F2>       fee
  ----------------------------            --------------     ----------------        ------------------       ------------
  <S>                                     <C>                <C>                     <C>                      <C>
  Common Stock, $.10 par value            300,000 shares          $30.50                  $9,150,000             $3,155      

<FN>
<F1>   Shares  of common stock  of  ENSCO International  Incorporated  (the
       "Company"),  $.10 par  value per share  (the "Common  Stock"), being
       registered hereby  relate to  the ENSCO  International  Incorporated
       1996   Non-Employee Directors Stock  Option Plan  (the "Non Employee
       Plan").  Pursuant  to Rule 416 promulgated under the  Securities Act
       of 1933,  as amended (the  "Securities Act"), there  are also  being
       registered  such  additional shares  of Common  Stock as  may become
       issuable  pursuant  to  the  anti-dilution  provisions  of  the  Non
       Employee Plan.
 
<F2>   Estimated solely for the purpose of calculating the registration fee
       pursuant  to Rule 457(c)  and (h) promulgated   under the Securities
       Act  on the basis of the average of the  high and low sale prices of
       the  Common  Stock on August 21, 1996, as reported  on the  New York
       Stock Exchange.

</FN>
</TABLE>

___________________________________________________________________________<PAGE>

                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed in  (a),  (b)  and  (c)  below  are  hereby
incorporated by  reference into this Registration  Statement. All documents
subsequently filed by  ENSCO International Incorporated ("ENSCO")  pursuant
to Sections 13 (a), 13 (c ), 14 or 15 (d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the  date of this Registration
Statement which indicates that all shares of common stock, par  value $0.10
per  share (the "Common Shares"), offered hereunder have been sold or which
deregisters  all  shares  then remaining  unsold,  shall  be  deemed to  be
incorporated by reference and to be a part hereof  from  the date of filing
of such documents.

       1.  Annual Report on Form 10-K for the year ended December 31, 1995,
       as amended (the "ENSCO 1995 Form 10-K");

       2.  Annual Report  on Form 10-K/A  for the year  ended December  31,
       1995, filed with the Commission on May 9, 1996;

       3.  Annual Report on  Form 10-K/A-2 for the year ended  December 31,
       1996, filed with the Commission on May 10, 1996;

       4.  Quarterly Report on  Form 10-Q for the three months  ended March
       31, 1996;

       5.  Quarterly  Report on Form  10-Q for the three  months ended June
       30, 1996;

       6.  All other reports filed pursuant to Section 13 (a) or  15 (d) of
       the Exchange  Act since the  end of  the fiscal year  covered by the
       registrant s documents referred to in  1, 2 and 3 above;

       7.  The  description   of  ENSCO  Common  Stock   contained  in  its
       Registration  Statement  on Form  8-B,  filed  with  the  Commission
       November 12, 1987, and the Registration Statement on Form 8-A, filed
       with the Commission on February 3, 1981, as amended by Form 8, filed
       with the Commission on August 22, 1985; and  

       8.  The  description of  ENSCO's  Preferred  Share  Purchase  Rights
       contained in its  Registration Statement on Form 8-A filed  with the
       Commission on February 23, 1995. 


ITEM 4.  DESCRIPTION OF SECURITIES

       Not applicable


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

       Not applicable<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the General Corporation Law of the State of  Delaware
provides  generally and in pertinent  part that a  Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil,  criminal, administrative,  or investigative  suit or  action except
actions by or  in the right of the  corporation if, in connection  with the
matters in issue, they  acted in good faith and in a manner they reasonably
believed to be in or not opposed to the  best interests of the corporation,
and in  connection with any criminal  suit or proceeding, if  in connection
with the  matters in issue, they  had no reasonable cause  to believe their
conduct was unlawful.  Section 145 further provides that in connection with
the  defense  or settlement  of  any  action by  or  in  the  right of  the
corporation,  a  Delaware  corporation  may  indemnify  its  directors  and
officers against expenses actually  and reasonably incurred by them  if, in
connection with the matters in issue, they acted in good faith, in a manner
they reasonably believed to be in or  not opposed to the best interests  of
the corporation, except that no indemnification may be made with respect to
any claim, issue or matter as to which such person has been adjudged liable
for negligence or misconduct unless  the Court of Chancery or the  court in
which  such  action or  suit  is  brought  approves  such  indemnification.
Section 145 further permits  a Delaware corporation to grant  its directors
and officers additional rights of indemnification through bylaw  provisions
and  otherwise,  and  to purchase  indemnity  insurance  on  behalf of  its
directors and officers.

   Article  Fifteen of  the ENSCO Certificate of  Incorporation provides, in
general,  that the  Registrant  must indemnify  its directors  and officers
under certain  of the  circumstances defined in  Section 145,  and that  no
director of  ENSCO will be personally  liable to ENSCO  or its stockholders
for monetary damages for any breach of such director's fiduciary duty, with
certain  exceptions.   This Article  further allows  ENSCO to  purchase and
maintain insurance  on behalf  of  its directors,  officers, employees,  or
agents and  to provide for such  indemnification by means of  a trust fund,
security interest, letter of credit,  surety bond, contract, and/or similar
arrangement.  The  directors and officers of ENSCO and its subsidiaries are
insured (subject to certain exceptions and deductions) against  liabilities
which they may incur in their capacity as such, including liabilities under
the  Securities Act, under a  liability insurance policy  carried by ENSCO.
ENSCO  has also  entered into  agreements with  its officers  and directors
which  essentially  provide  that  ENSCO will  indemnify  the  officers and
directors  to the extent set forth in  the Certificate of Incorporation and
Bylaws of ENSCO.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       None<PAGE>

ITEM 8.   EXHIBITS

 Exhibit
 Number      Description
 -------     -----------

 * 4.1       ENSCO International Incorporated 1996 Non-Employee Directors
             Stock Option Plan

 * 5.1       Opinion of Albert G. McGrath, Jr.
 
 *23.1       Consent of Albert G. McGrath, Jr. (included in Exhibit 5.1)
 
 *23.2       Consent of Price Waterhouse LLP
 
  24         Power of Attorney (included on the signature page of the
             Registration Statement)
 
______________
* Filed herewith.


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;

           (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.  Notwithstanding the foregoing,
       any increase  or decrease in  volume of securities  offered (if  the
       total dollar value of securities offered would not exceed that which
       was  registered) and any deviation from  the low or high  end of the
       estimated maximum  offering range may  be reflected in  the form  of
       prospectus filed with the Commission pursuant to Rule 424(b) if,  in
       the aggregate,  the changes in  volume and price  represent no  more
       than a 20% change in  the maximum aggregate offering price set forth
       in  the "Calculation  of Registration  Fee"  table in  the effective
       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 Registrant
pursuant  to Section  13 or  Section  15(d) of  the Exchange  Act that  are
incorporated by reference in the Registration Statement.<PAGE>

       (2) That, for the  purpose of  determining any  liability under  the
Securities Act, 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,  each filing  of the
Registrant's  annual report pursuant to  Section 13(a) or  Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) The undersigned registrant hereby undertakes to deliver or cause  to
be delivered with the prospectus, to each person to whom  the prospectus is
sent or  given,  the latest  annual  report, to  security holders  that  is
incorporated by reference in  the prospectus and furnished pursuant  to and
meeting the requirements  of Rule 14a-3 or  Rule14c-3 under the  Securities
Exchange Act of 1934;  and where interim financial information  required to
be presented  by  Article 3 of  Regulation  S-X is  not  set forth  in  the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus   is  sent  or  given,  the  latest  quarterly  report  that  is
specifically  incorporated by reference  in the prospectus  to provide such
interim financial information.

   (d) Insofar  as  indemnification  for  liabilities   arising  under  the
Securities Act  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
Commission such indemnification  is against public  policy as expressed  in
the Securities 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  Securities Act and will  be governed by
the final adjudication of such issue.<PAGE>

                                 SIGNATURES

     Pursuant to  the  requirements of  the  Securities  Act of  1933,  the
Registrant has duly  caused this Registration Statement to be signed on its
behalf  by the  undersigned,  thereunto duly  authorized,  in the  City  of
Dallas, State of Texas, on August 21, 1996.

                                   ENSCO INTERNATIONAL INCORPORATED


                                   By:  /s/ Carl F. Thorne       
                                        ---------------------------
                                        CARL F. THORNE
                                        Chairman of the Board

     Pursuant  to  the requirements  of the  Securities  Act of  1933, this
Registration  Statement has  been signed  by the  following persons  in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and appoints Carl F. Thorne, Richard A. Wilson  and
C. Christopher Gaut, and  each of them, either one of  whom may act without
joinder  of  the others,  as his  attorney-in-fact  to sign  on  his behalf
individually  and in  the capacity  stated below  all amendments  and post-
effective amendments to  this Registration Statement  as that  attorney-in-
fact may deem necessary or appropriate.

SIGNATURE                      TITLE                      DATE
- ---------                      -----                      ----

                               Chairman of the Board,
/s/ Carl F. Thorne             President, 
- ---------------------------    Chief Executive Officer 
CARL F. THORNE                 and Director               August 21, 1996

/s/ Richard A. Wilson          Senior Vice President, 
- ---------------------------    Chief Operating Officer 
RICHARD A. WILSON              and Director               August 21, 1996

/s/ C. Christopher Gaut    
- ---------------------------    Vice President, Chief
C. CHRISTOPHER GAUT            Financial Officer          August 21, 1996

/s/ H.E. Malone                Vice President, Chief
- ---------------------------    Accounting Officer and
H.E. MALONE                    Controller                 August 21, 1996

/s/ Craig I. Fields
- ---------------------------    Director
CRAIG I. FIELDS                                           August 21, 1996

/s/ Orville D. Gaither, Sr.
- ---------------------------    Director
ORVILLE D. GAITHER, SR.                                   August 21, 1996

/s/ Gerald W. Haddock      
- ---------------------------    Director
GERALD W. HADDOCK                                         August 21, 1996


/s/ Dillard S. Hammett     
- ---------------------------    Director
DILLARD S. HAMMETT                                        August 21, 1996

/s/ Thomas L. Kelly, II    
- ---------------------------    Director
THOMAS L. KELLY, II                                       August 21, 1996

/s/ Morton H. Meyerson
- ---------------------------    Director
MORTON H. MEYERSON                                        August 21, 1996
                               <PAGE>



                               EXHIBIT INDEX


 Exhibit
 Number     Description
 -------    -----------

    4.1     ENSCO International Incorporated 1996 Non-Employee Directors
            Stock Option Plan
    5.1     Opinion of Albert G. McGrath, Jr.
   23.2     Consent of Price Waterhouse LLP<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18715}]
{"company-data": {"conformed-name": "ENSCO INTERNATIONAL INC", "cik": "0000314808", "assigned-sic": "1381", "irs-number": "760232579", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10733", "film-number": "96619827"}, "business-address": {"street1": "2700 FOUNTAIN PL", "street2": "1445 ROSS AVE STE 2700", "city": "DALLAS", "state": "TX", "zip": "75202-2792", "phone": "2149221500"}, "mail-address": {"street1": "2700 FOUNTAIN PLACE", "street2": "1445 ROSS AVE", "city": "DALLAS", "state": "TX", "zip": "75202-2792"}, "former-company": [{"former-conformed-name": "ENERGY SERVICE COMPANY INC", "date-changed": "19920703"}, {"former-conformed-name": "BLOCKER ENERGY CORP", "date-changed": "19871015"}]}
As filed with the Securities and Exchange Commission on August 23, 1996
                                                     Registration No. 333-
___________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ----------------------

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

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

                      ENSCO INTERNATIONAL INCORPORATED
           (Exact name of registrant as specified in its charter)

                     DELAWARE                     76-0232579
           (State or other jurisdiction of        (I.R.S. Employer
         incorporation or organization)     Identification Number)

                            2700 FOUNTAIN PLACE
                              1445 ROSS AVENUE
                          DALLAS, TEXAS 75202-2792
                               (214) 922-1500
      (Address, including zip code, and telephone number, including
       area code, of registrant's principal executive offices)

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

                      ENSCO INTERNATIONAL INCORPORATED
               1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                          (Full title of the plan)

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

                            C. CHRISTOPHER GAUT
                      ENSCO International Incorporated
                            2700 FOUNTAIN PLACE
                              1445 ROSS AVENUE
                          DALLAS, TEXAS 75202-2792
                               (214) 922-1500
         (Name, address, including zip code, and telephone number, 
                 including area code, of agent for service)

                              With a copy to:
                           ALBERT G. McGRATH, JR.
                      ENSCO International Incorporated
                            2700 FOUNTAIN PLACE
                              1445 ROSS AVENUE
                          DALLAS, TEXAS 75202-2792
                               (214) 922-1500

     ------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

                                                             Proposed maximum        Proposed maximum         Amount of
  Title of securities to be               Amount to be       offering price          aggregate offering       registration
  registered
registered         per share
price
fee
  ----------------------------            --------------     ----------------        ------------------       ------------
Common Stock, $.10 par value            300,000 shares          $30.50                  $9,150,000             $3,155
Shares  of common stock  of  ENSCO International  Incorporated  (the
       "Company"),  $.10 par  value per share  (the "Common  Stock"), being
       registered hereby  relate to  the ENSCO  International  Incorporated
       1996   Non-Employee Directors Stock  Option Plan  (the "Non Employee
       Plan").  Pursuant  to Rule 416 promulgated under the  Securities Act
       of 1933,  as amended (the  "Securities Act"), there  are also  being
       registered  such  additional shares  of Common  Stock as  may become
       issuable  pursuant  to  the  anti-dilution  provisions  of  the  Non
       Employee Plan.
Estimated solely for the purpose of calculating the registration fee
       pursuant  to Rule 457(c)  and (h) promulgated   under the Securities
       Act  on the basis of the average of the  high and low sale prices of
       the  Common  Stock on August 21, 1996, as reported  on the  New York
       Stock Exchange.
___________________________________________________________________________
PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed in  (a),  (b)  and  (c)  below  are  hereby
incorporated by  reference into this Registration  Statement. All documents
subsequently filed by  ENSCO International Incorporated ("ENSCO")  pursuant
to Sections 13 (a), 13 (c ), 14 or 15 (d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the  date of this Registration
Statement which indicates that all shares of common stock, par  value $0.10
per  share (the "Common Shares"), offered hereunder have been sold or which
deregisters  all  shares  then remaining  unsold,  shall  be  deemed to  be
incorporated by reference and to be a part hereof  from  the date of filing
of such documents.

       1.  Annual Report on Form 10-K for the year ended December 31, 1995,
       as amended (the "ENSCO 1995 Form 10-K");

       2.  Annual Report  on Form 10-K/A  for the year  ended December  31,
       1995, filed with the Commission on May 9, 1996;

       3.  Annual Report on  Form 10-K/A-2 for the year ended  December 31,
       1996, filed with the Commission on May 10, 1996;

       4.  Quarterly Report on  Form 10-Q for the three months  ended March
       31, 1996;

       5.  Quarterly  Report on Form  10-Q for the three  months ended June
       30, 1996;

       6.  All other reports filed pursuant to Section 13 (a) or  15 (d) of
       the Exchange  Act since the  end of  the fiscal year  covered by the
       registrant s documents referred to in  1, 2 and 3 above;

       7.  The  description   of  ENSCO  Common  Stock   contained  in  its
       Registration  Statement  on Form  8-B,  filed  with  the  Commission
       November 12, 1987, and the Registration Statement on Form 8-A, filed
       with the Commission on February 3, 1981, as amended by Form 8, filed
       with the Commission on August 22, 1985; and  

       8.  The  description of  ENSCO's  Preferred  Share  Purchase  Rights
       contained in its  Registration Statement on Form 8-A filed  with the
       Commission on February 23, 1995. 

ITEM 4.  DESCRIPTION OF SECURITIES

       Not applicable

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

       Not applicable
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the General Corporation Law of the State of  Delaware
provides  generally and in pertinent  part that a  Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil,  criminal, administrative,  or investigative  suit or  action except
actions by or  in the right of the  corporation if, in connection  with the
matters in issue, they  acted in good faith and in a manner they reasonably
believed to be in or not opposed to the  best interests of the corporation,
and in  connection with any criminal  suit or proceeding, if  in connection
with the  matters in issue, they  had no reasonable cause  to believe their
conduct was unlawful.  Section 145 further provides that in connection with
the  defense  or settlement  of  any  action by  or  in  the  right of  the
corporation,  a  Delaware  corporation  may  indemnify  its  directors  and
officers against expenses actually  and reasonably incurred by them  if, in
connection with the matters in issue, they acted in good faith, in a manner
they reasonably believed to be in or  not opposed to the best interests  of
the corporation, except that no indemnification may be made with respect to
any claim, issue or matter as to which such person has been adjudged liable
for negligence or misconduct unless  the Court of Chancery or the  court in
which  such  action or  suit  is  brought  approves  such  indemnification.
Section 145 further permits  a Delaware corporation to grant  its directors
and officers additional rights of indemnification through bylaw  provisions
and  otherwise,  and  to purchase  indemnity  insurance  on  behalf of  its
directors and officers.

   Article  Fifteen of  the ENSCO Certificate of  Incorporation provides, in
general,  that the  Registrant  must indemnify  its directors  and officers
under certain  of the  circumstances defined in  Section 145,  and that  no
director of  ENSCO will be personally  liable to ENSCO  or its stockholders
for monetary damages for any breach of such director's fiduciary duty, with
certain  exceptions.   This Article  further allows  ENSCO to  purchase and
maintain insurance  on behalf  of  its directors,  officers, employees,  or
agents and  to provide for such  indemnification by means of  a trust fund,
security interest, letter of credit,  surety bond, contract, and/or similar
arrangement.  The  directors and officers of ENSCO and its subsidiaries are
insured (subject to certain exceptions and deductions) against  liabilities
which they may incur in their capacity as such, including liabilities under
the  Securities Act, under a  liability insurance policy  carried by ENSCO.
ENSCO  has also  entered into  agreements with  its officers  and directors
which  essentially  provide  that  ENSCO will  indemnify  the  officers and
directors  to the extent set forth in  the Certificate of Incorporation and
Bylaws of ENSCO.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       None
ITEM 8.   EXHIBITS

 Exhibit
 Number      Description
 -------     -----------

 * 4.1       ENSCO International Incorporated 1996 Non-Employee Directors
             Stock Option Plan

 * 5.1       Opinion of Albert G. McGrath, Jr.
 
 *23.1       Consent of Albert G. McGrath, Jr. (included in Exhibit 5.1)
 
 *23.2       Consent of Price Waterhouse LLP
 
  24         Power of Attorney (included on the signature page of the
             Registration Statement)
 
______________
* Filed herewith.

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;

           (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.  Notwithstanding the foregoing,
       any increase  or decrease in  volume of securities  offered (if  the
       total dollar value of securities offered would not exceed that which
       was  registered) and any deviation from  the low or high  end of the
       estimated maximum  offering range may  be reflected in  the form  of
       prospectus filed with the Commission pursuant to Rule 424(b) if,  in
       the aggregate,  the changes in  volume and price  represent no  more
       than a 20% change in  the maximum aggregate offering price set forth
       in  the "Calculation  of Registration  Fee"  table in  the effective
       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 Registrant
pursuant  to Section  13 or  Section  15(d) of  the Exchange  Act that  are
incorporated by reference in the Registration Statement.
(2) That, for the  purpose of  determining any  liability under  the
Securities Act, 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,  each filing  of the
Registrant's  annual report pursuant to  Section 13(a) or  Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) The undersigned registrant hereby undertakes to deliver or cause  to
be delivered with the prospectus, to each person to whom  the prospectus is
sent or  given,  the latest  annual  report, to  security holders  that  is
incorporated by reference in  the prospectus and furnished pursuant  to and
meeting the requirements  of Rule 14a-3 or  Rule14c-3 under the  Securities
Exchange Act of 1934;  and where interim financial information  required to
be presented  by  Article 3 of  Regulation  S-X is  not  set forth  in  the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus   is  sent  or  given,  the  latest  quarterly  report  that  is
specifically  incorporated by reference  in the prospectus  to provide such
interim financial information.

   (d) Insofar  as  indemnification  for  liabilities   arising  under  the
Securities Act  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
Commission such indemnification  is against public  policy as expressed  in
the Securities 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  Securities Act and will  be governed by
the final adjudication of such issue.
SIGNATURES

     Pursuant to  the  requirements of  the  Securities  Act of  1933,  the
Registrant has duly  caused this Registration Statement to be signed on its
behalf  by the  undersigned,  thereunto duly  authorized,  in the  City  of
Dallas, State of Texas, on August 21, 1996.

                                   ENSCO INTERNATIONAL INCORPORATED

                                   By:  /s/ Carl F. Thorne       
                                        ---------------------------
                                        CARL F. THORNE
                                        Chairman of the Board

     Pursuant  to  the requirements  of the  Securities  Act of  1933, this
Registration  Statement has  been signed  by the  following persons  in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and appoints Carl F. Thorne, Richard A. Wilson  and
C. Christopher Gaut, and  each of them, either one of  whom may act without
joinder  of  the others,  as his  attorney-in-fact  to sign  on  his behalf
individually  and in  the capacity  stated below  all amendments  and post-
effective amendments to  this Registration Statement  as that  attorney-in-
fact may deem necessary or appropriate.

SIGNATURE                      TITLE                      DATE
- ---------                      -----                      ----

                               Chairman of the Board,
/s/ Carl F. Thorne             President, 
- ---------------------------    Chief Executive Officer 
CARL F. THORNE                 and Director               August 21, 1996

/s/ Richard A. Wilson          Senior Vice President, 
- ---------------------------    Chief Operating Officer 
RICHARD A. WILSON              and Director               August 21, 1996

/s/ C. Christopher Gaut    
- ---------------------------    Vice President, Chief
C. CHRISTOPHER GAUT            Financial Officer          August 21, 1996

/s/ H.E. Malone                Vice President, Chief
- ---------------------------    Accounting Officer and
H.E. MALONE                    Controller                 August 21, 1996

/s/ Craig I. Fields
- ---------------------------    Director
CRAIG I. FIELDS                                           August 21, 1996

/s/ Orville D. Gaither, Sr.
- ---------------------------    Director
ORVILLE D. GAITHER, SR.                                   August 21, 1996

/s/ Gerald W. Haddock      
- ---------------------------    Director
GERALD W. HADDOCK                                         August 21, 1996

/s/ Dillard S. Hammett     
- ---------------------------    Director
DILLARD S. HAMMETT                                        August 21, 1996

/s/ Thomas L. Kelly, II    
- ---------------------------    Director
THOMAS L. KELLY, II                                       August 21, 1996

/s/ Morton H. Meyerson
- ---------------------------    Director
MORTON H. MEYERSON                                        August 21, 1996
EXHIBIT INDEX

 Exhibit
 Number     Description
 -------    -----------

    4.1     ENSCO International Incorporated 1996 Non-Employee Directors
            Stock Option Plan
    5.1     Opinion of Albert G. McGrath, Jr.
   23.2     Consent of Price Waterhouse LLP