Date of report (Date of Earliest Event Reported): May 3, 2005

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-8097

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The Nominating, Governance and Compensation Committee of the ENSCO International Incorporated Board of Directors (the "NGCC") and the Board of Directors approved and adopted the 2005 Long-Term Incentive Plan, effective January 1, 2005, subject to stockholder approval at the Annual Meeting of Stockholders. Said plan was approved by the stockholders on May 3, 2005. The full text of the plan is annexed hereto as an exhibit.

The NGCC and the Board of Directors approved and adopted the 2005 Cash Incentive Plan, effective January 1, 2005, subject to stockholder approval at the Annual Meeting of Stockholders. Said plan was approved by the stockholders on May 3, 2005. The full text of the Plan is annexed hereto as an exhibit.

In December of 2004, the NGCC and the Board of Directors approved performance goals for the Company's named executives, Carl F. Thorne, William S. Chadwick, Jr., Phillip J. Saile, J. W. Swent, III, and Jon C. Cole, effective January 1, 2005 and subject to shareholder approval of the 2005 Cash Incentive Plan. The 2005 Cash Incentive Plan was approved by the Company's shareholders at the Annual Meeting of Stockholders on May 3, 2005. Performance goals for the named executive officers are as described below as follows:

1. Enhance operational excellence by (1) systematically auditing operations to monitor results and achieve continuous improvement, (2) implementing a uniform, consistent, fleet-wide Safe System of Work, and (3) maintaining a high level of operating efficiency as measured against a prescribed standard.
2. Enhance the Company's standing with customers, as measured by survey data, to position ENSCO as a provider of choice by consistently providing a uniform standard of well-designed, reliable equipment, well-trained and motivated personnel, and safe, efficient, and environmentally-responsible operations on a world-wide basis.
3. Upgrade and rationalize the Company's rig fleet within approved time and budget parameters.
4. Develop, implement, and continuously improve a worldwide human resources effort to successfully attract, develop, motivate, and retain employees to ensure that Company goals and objectives are met in a cost-effective manner as measured by key performance indicators.
5. Revise and enhance the ENSCO management system with the goal of establishing and maintaining consistency in practices, policies, and procedures on a worldwide basis, and driving action, follow-up, and continuous improvement.

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.