ENSCO INTERNATIONAL INC
EXHIBIT 10.18
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10-18.htm
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.18</TITLE>
</HEAD>
<BODY>


<TABLE WIDTH=600>
<TR><TD><HR SIZE=5 NOSHADE></TD></TR>

<TR><TD>&nbsp;</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>&nbsp;</TD></TR>

<TR><TD ALIGN=RIGHT>Exhibit 10.18</TD></TR>

<TR><TD>


<H1 ALIGN=CENTER><FONT SIZE=3>AMENDMENT NO. 3<BR>
TO THE<BR>
ENSCO INTERNATIONAL INCORPORATED<BR>
2000 STOCK OPTION PLAN

</FONT></H1>

</TD></TR>
</TABLE>

<TABLE WIDTH=600>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>This Amendment No. 3 is effective the 1st day of January, 2003, by ENSCO International Incorporated, having its principal office in
Dallas, Texas (hereinafter referred to as the "Company").</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD ALIGN=CENTER>WITNESSETH:</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>WHEREAS, the ENSCO International Incorporated 2000 Stock Option Plan (formerly known as the Chiles Offshore Inc. 2000 Stock Option
Plan) was adopted by the Board of Directors of Chiles Offshore Inc. and approved by its stockholders as of June 22, 2000 and became
effective on September 22, 2000; and</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>WHEREAS, the Plan was subsequently amended by Amendment Nos. 1 and 2; and</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>WHEREAS, due to the merger of ENSCO International Incorporated and Chiles Offshore Inc., the Plan was renamed the ENSCO International
Incorporated 2000 Stock Option Plan (which as currently amended is referred to herein as the "Plan"); and</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>WHEREAS, the Company now desires to adopt this Amendment No. 3 to the Plan in order to provide for the outsourcing of certain Plan
administrative functions to a third party;</TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD>NOW,  THEREFORE,  in  consideration  of the premises and the  covenants  herein  contained,  the Company  hereby  adopts the  following
Amendment No. 3 to the Plan:
</TD></TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>

<TABLE WIDTH=600>

     <TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>Section VI B. of the Plan is hereby amended to read as follows:</TD></TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>

<TABLE WIDTH=600>

     <TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>"B.&nbsp;&nbsp;PAYMENT OF EXERCISE PRICE.  The option exercise price may be paid in cash or, in the discretion the Committee, by the
delivery of shares of Common Stock then owned by the participant, or by a combination of these methods to the Company or its
designee. In the discretion of the Committee, payment may also be made by delivering a properly executed exercise notice to the
Company or its designee together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of
sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.  The Committee may prescribe any other method of paying the exercise price that it
determines to be consistent with applicable law and the purpose of the Plan, including, without limitation, in lieu of the exercise
of a Stock Option by delivery of shares of Common Stock of the Company then owned by a participant, providing the Company or its
designee with a notarized statement attesting to the number of shares owned, where upon verification by the Company or its designee,
the Company would issue to the participant only the number of incremental shares to which the participant is entitled upon exercise
of the Stock Option. The Committee may, at the time of grant, provide for the grant of a subsequent Restoration Stock Option if the
exercise price is paid for by delivering previously owned shares of Common Stock of the Company. Restoration Stock Options (i) may be
granted in respect of no more than the number of shares of Common Stock tendered in exercising the predecessor Stock Option, (ii)
shall have an exercise price equal to the Fair Market Value on the date the Restoration Stock Option is granted, and (iii) may have
an exercise period that does not extend beyond the remaining term of the predecessor Stock Option. In determining which methods a
participant may utilize to pay the exercise price, the Committee may consider such factors as it determines are appropriate."</TD></TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>

<TABLE WIDTH=600>

     <TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>Section XVI of the Plan is hereby amended to read as follows:</TD></TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>

<TABLE WIDTH=600>

     <TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>"XVI. WITHHOLDING.&nbsp;&nbsp;All payments or distributions of Benefits made pursuant to the Plan shall be net of any mounts required to be
withheld pursuant to applicable federal, state and local tax withholding requirements. If the Company proposes or is required to
distribute Common Stock pursuant to the Plan, it may require the recipient to remit to it (or its designee) or to the corporation
that employs such recipient an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any
certificates for such Common Stock. In lieu thereof, the Company (or its designee) or the employing corporation shall have the right
to withhold the amount of such taxes from any other sums due or to become due from such corporation to the recipient as the Committee
shall prescribe. The Committee may, in its discretion and subject to such rules as it may adopt (including any as may be required to
satisfy applicable tax and/or non-tax regulatory requirements), permit an optionee or award or right holder to pay all or a portion
of the federal, state and local withholding taxes arising in connection with any Benefit consisting of shares of Common Stock by
electing to have the Company or its designee withhold shares of Common Stock having a Fair Market Value equal to the amount of tax to
be withheld, such tax calculated at rates required by statute or regulation."</TD></TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>


<TABLE WIDTH=600>

     <TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 3 to be executed
effective the date first above written.<BR><BR>
ENSCO INTERNATIONAL INCORPORATED<BR><BR>

By:&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>

Its:&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>

</TD></TR>
<TR><TD>&nbsp;</TD></TR>



</TABLE>
<TABLE WIDTH=600>
<TR><TD><HR SIZE=5 NOSHADE></TD></TR>
</TABLE>

</BODY>
</HTML>


</TEXT>
</DOCUMENT>
