On November 4, 2008, upon recommendation of its Nominating, Governance and Compensation Committee, the Board of Directors of ENSCO International Incorporated (the "Company") approved revised and restated Bylaws effective immediately. The Bylaw amendments, which were included in the revised and restated Bylaws approved by the Company's Board of Directors, primarily revise and clarify the procedures for stockholders to nominate directors and propose other matters for consideration at a meeting of stockholders. In general, the amendments:

• clarify that the advance notice provisions of the Bylaws are the exclusive means for a stockholder to make a director nomination or submit other business before a meeting of stockholders (other than matters properly brought under Rule 14a-8 of the federal proxy rules, which contains its own procedural requirements);

• require that stockholder proponents and their affiliates disclose, in addition to direct ownership interests, all other ownership, economic and voting interests, including options and other convertible securities, derivatives, short interests and performance-based fees based on the increase or decrease in the value of shares or derivative instruments;

• require director nominees to represent that they do not, and will not, have any undisclosed voting commitments or other arrangements with respect to their actions as a director;

• require directors nominated by stockholders to complete the Company's standard director and officer questionnaire;

• require stockholders nominating directors to disclose material relationships between (1) the stockholder proponents and their affiliates and (2) the director nominees and their affiliates;

• clarify provisions regarding the composition of the Board and the manner for fixing the number of directors from time to time;

• make other conforming changes.

The foregoing summary is qualified in its entirety by reference to the revised and restated Bylaws, which are attached as Exhibit 3.1 and incorporated by reference into this report.

(d) Exhibits

    Exhibit No.        Description



    3.1              Revised and Restated Bylaws of ENSCO International
                     Incorporated effective November 4, 2008.