August 21, 1996



ENSCO International Incorporated
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
                                      

Re: Registration of Common Stock of ENSCO International Incorporated

Gentlemen:

On  August   ___,  1996,  ENSCO  International   Incorporated,  a  Delaware
corporation  (the  "Company"),  filed  with  the  Securities  and  Exchange
Commission (the  "Commission") a  Registration Statement  on Form  S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act").  Such  Registration Statement  relates to the  registration by  the
Company of an aggregate  of  300,000 shares  of its common stock,  $.10 par
value  per share  (the  "Shares") issuable  under  the ENSCO  International
Incorporated 1996 Non-Employee Directors Stock Option Plan (the  Plan ) and
such additional shares as may become issuable pursuant to the anti-dilution
provisions  of  the  Plan.   I  have acted  as  counsel to  the  Company in
connection with the preparation and filing of the Registration Statement.

In  connection therewith, I  have examined and relied  upon the original or
copies, certified  to my satisfaction, of (i)  the Plan and the Certificate
of  Incorporation and the Bylaws of the Company; (ii) copies of resolutions
of the  Board of Directors of  the Company authorizing the  adoption of the
Plan,  the  issuance  of   the  Shares  and  related  matters;   (iii)  the
Registration Statement  and  all  exhibits  thereto; and  (iv)  such  other
documents and instruments as I have deemed necessary for  the expression of
opinions  herein contained.  In  making the foregoing  examinations, I have
assumed  the  genuineness of  all signatures  and  the authenticity  of all
documents  submitted to  me as  originals, and  the conformity  to original
documents  of all  documents submitted  to me  as certified  or photostatic
copies.  As to various questions of  fact material to this opinion, I  have
relied, to the  extent I deem reasonably  appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to me by the Company, without independent
check or verification of their accuracy.

Based upon the  foregoing examination, I am of the  opinion that the Shares
to be registered by the Company as described in the Registration  Statement
have been duly and validly authorized for issuance or sale  and the Shares,
when  and if   issued by the  Company in accordance  with the terms  of the
Plan,  will be  validly issued, fully paid and assessable.

The opinion expressed  above is limited to the laws of   the State of Texas
and the federal laws of the United States and assumes that the Company will
receive the full amount and type of consideration specified in the Plan for
each of the shares of common stock issued under the Plan.





I hereby  consent  to the  filing  of this  opinion as  an  exhibit to  the
Registration Statement.  In giving such consent, I do not admit that I come
within the category of  persons whose consent is  required by Section 7  of
the Act or the rules and regulations of the Commission thereunder.

Very truly yours,


/s/ ALBERT G. MC GRATH, JR.
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    ALBERT G. MC GRATH, JR.