EXHIBIT 8.2

                          [DANCIA PENN & CO LETTERHEAD]

Your ref:

Our ref:  1168-66-003

8 December, 1999

Amethyst Financial Company Ltd.
c/o Arias Fabrega & Fabrega Trust
  Co. BVI Limited
325 Waterfront Drive
Omar Hodge Bldg. Second Floor
Wickham's Cay, Road Town
Tortola, British Virgin Islands

Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, TX 77057

Dear Gentlemen:

1.  We are lawyers qualified to practice and practising in the British Virgin
    Islands and have acted as counsel to Amethyst Financial Company Ltd. a
    company with limited liability incorporated in the British Virgin Islands
    under the provisions of the International Business Companies Act, 1984 (as
    amended) (the "Company"), and Pride International Inc., a Louisiana
    corporation ("Pride"), in connection with the registration of $53 million
    aggregate principal amount of the Company's 11 3/4% Senior Secured Notes due
    2001 pursuant to a Registration Statement on Forms F-4 and S-4 (the
    "Registration Statement") to be filed by the Company and Pride with the
    Securities and Exchange Commission (the "Commission") under the Securities
    Act of 1933, as amended (the "Act"). The terms "old notes", "new
    notes" and "exchange offer" in this opinion have the same meanings as
    defined in the Registration Statement.

2.  In rendering this opinion, we have examined the Company's constitutional
    documents and such corporate resolutions as we have considered necessary,
    the Registration Rights Agreement dated 28th October, 1999 among Amethyst
    Financial Company Limited, Pride International, Inc., Maritima Petroleo e
    Engenharia Ltda., and Donaldson, Lufkin & Jenrette Securities Corporation
    and the Registration Statement relating to the Exchange Offer referred to in
    the said Registration Rights Agreement.

3.  For the purpose of this opinion we have assumed:

    (i)  that all documents submitted to us as facsimile, copy or specimen
         documents conform with their originals;

                                        2
Amethyst Financial Company Ltd.
Pride International, Inc.
                                                                December 6, 1999

    (ii)  that the signatures on the originals, certified or other copies
          of all documents submitted to us are genuine;

    (iii) that all documents submitted to us as originals are authentic; and

    (iv)  the accuracy of the matters described in the Registration Statement
          and that the transactions described in the Registration Statement
          will take place as stated therein.

4.  On the basis of the foregoing, we hereby confirm based on existing law and
    regulations, that the discussion set forth in the prospectus included in the
    Registration Statement under the caption "Tax Considerations -- Material
    British Virgin Islands Tax Considerations" is our opinion as to all
    material British Virgin Islands tax consequences of the exchange of old
    notes for new notes pursuant to the Exchange Offer.

5.  We have updated our search of the company's records maintained at the
    Companies Registry of the British Virgin Islands as of today's date and have
    found no evidence of any steps having been taken or being taken to appoint a
    receiver, manager or a liquidator for or to wind up the Company, or any
    claims, litigation or arbitration proceedings being instituted against it
    and certify that the Company, may, as of the date hereof enter into the said
    Registration Statement relating to the Exchange Offer. Our opinion is
    subject to the qualifications and limitations set forth in that discussion.

6.  We hereby consent to the references to our firm under the captions "Risk
    Factors -- Risk Factors Relating to Our Business", "Description of New
    Notes -- Enforceability of Judgments", and "Tax Considerations -- Material
    British Virgin Islands Considerations" in the prospectus included in the
    Registration Statement and to the filing of this opinion with the Commission
    as an exhibit to the Registration Statement. In giving such consent, we do
    not admit that we are within the category of persons whose consent is
    required under Section 7 of the Act or the rules and regulations of the
    Commission thereunder.

Our opinion is given for the sole benefit of the addressees hereof and are not
to be relied upon by any other person, nor are they to be quoted or made public
in any way without our prior written consent.

Yours sincerely,

/s/ ASTRA D. PENN
    Astra D. Penn