Richard Rainwater..ENSCO INTERNATIONAL INC ....NAIC: 213110 Drilling Oil and Gas Wells ...

Item 12. Security Ownership of Certain Beneficial Owners and Management
Form:10-K/A Filing Date:6/29/1999

ENSCO INTERNATIONAL INC


The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of February 28, 1999, by (i) each
person known to the Company to own more than 5 percent of the Common Stock (the
only class of voting securities outstanding); (ii) each director of the Company
including employee directors; (iii) the three other most highly compensated
executive officers of the Company who are not also directors and (iv) all
directors and executive officers of the Company as a group.



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Name and Address Beneficial Ownership(1)
of Beneficial Owner(2) Amount Percentage
---------------------- ------------- ----------

FMR Corp. 17,888,910(3) 13.1%
82 Devonshire
Boston, MA 02109

Richard E. Rainwater 7,374,160(4) 5.4%
777 Main Street, Suite 2100
Fort Worth, TX 76102

Carl F. Thorne 1,881,877(5) 1.4%
Chairman, President and
Chief Executive Officer

Morton H. Meyerson 433,163(6) --(7)
Director

Richard A. Wilson 197,384(8) --(7)
Director, Senior Vice President
and Chief Operating Officer

C. Christopher Gaut 238,830(9) --(7)
Vice President - Finance and
Chief Financial Officer

William S. Chadwick, Jr. 198,587(10) --(7)
Vice President - Administration
and Secretary

Dillard S. Hammett 106,101(11) --(7)
Director

Marshall Ballard 147,451(12) --(7)
Vice President - Business
Development

Orville D. Gaither, Sr. 79,259(13) --(7)
Director

Thomas L. Kelly II 68,437(14) --(7)
Director

Craig I. Fields 42,259(15) --(7)
Director

Gerald W. Haddock 19,553(16) --(7)
Director

All Directors and Executive Officers 3,660,734(17) 2.7%
as a Group (14 persons, including
those named above)

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






(1) At February 28, 1999, there were 137,047,152 shares of Common
Stock outstanding. Unless otherwise indicated, each person or
group has sole voting and dispositive power with respect to
all shares.


(2) Princeton Services, Inc., Merrill Lynch Asset Management,
L.P., Merrill Lynch & Co., Inc. and Merrill Lynch Growth Fund
advised the Company that they divested their holdings of the
shares of Common Stock reported on Amendment No. 7 to Schedule
13G dated January 8, 1999.


(3) Based upon information obtained from FMR Corp. as of February
28, 1999, FMR Corp. may be deemed to be the beneficial owner
of 17,888,910 shares of Common Stock.


(4) Based upon information supplied by Richard E. Rainwater's
attorney, Mr. Rainwater may be deemed to be the beneficial
owner of 7,374,160 shares of Common Stock. Includes 893,600
shares held by the Richard E. Rainwater Charitable Remainder
Unitrust No. 1, of which Mr. Rainwater is sole trustee, and
also includes 16,200 shares held by Mr. Rainwater's spouse, as
to all of which Mr. Rainwater disclaims beneficial ownership.
Does not include 783,054 shares held by Mr. Rainwater's adult
children, as to all of which Mr. Rainwater disclaims
beneficial ownership.



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