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Prospectus ENDEAVOUR INTERNATIONAL CORP - 6-13-2012

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                                                                                                               Filed Pursuant to Rule 424(b)(4)
                                                                                                                   Registration No. 333-163781

PROSPECTUS SUPPLEMENT
(To prospectus dated February 9, 2010)


                                                        7,500,000 Shares




                                                             Common Stock
                                                             $7.50 per share
      We are offering 7,500,000 shares of our common stock in this offering.

    Our common stock is quoted on the New York Stock Exchange under the symbol “END” and on the London Stock Exchange under the
symbol “ENDV.” On June 12, 2012, the last sales price of the shares as reported on the New York Stock Exchange was $8.23 per share.


     Investing in our common stock involves risks. See “ Risk Factors ” beginning on page S-5 of this
prospectus supplement.
      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.




                                                                                        Per Share                 Total
                    Public Offering Price                                               $    7.50          $     56,250,000
                    Underwriting Discount                                               $   0.375          $      2,812,500
                    Proceeds, Before Expenses, to Us                                    $   7.125          $     53,437,500

       We have granted the underwriter an option for a period of 30 days from the date of the final prospectus supplement to purchase up to a
total of 1,125,000 additional shares of our common stock at the public offering price per share, less the underwriting discounts and
commissions, to cover any over-allotments.

      We anticipate delivery of the shares will be made on or about June 18, 2012, subject to customary closing conditions.




                                                 Global Hunter Securities

                                                 Prospectus Supplement dated June 13, 2012
Table of Contents

                                                        TABLE OF CONTENTS

                                                          Prospectus supplement

                                                                                                  Page
About This Prospectus Supplement and the Accompanying Prospectus                                    S-ii
Where You Can Find More Information                                                                 S-ii
Cautionary Statement Regarding Forward-Looking Statements                                          S-iii
Summary                                                                                             S-1
Risk Factors                                                                                        S-5
Use of Proceeds                                                                                     S-7
Capitalization                                                                                      S-8
Price Range of Common Stock                                                                         S-9
Dividend Policy                                                                                    S-10
Certain United States Federal Income Tax Consequences for Non-U.S. Holders of Our Common Stock     S-10
Underwriting                                                                                       S-14
Legal Matters                                                                                      S-17
Experts                                                                                            S-17
Glossary of Oil and Natural Gas Terms                                                               G-1

                                                               Prospectus

                                                                                                    Page
About this Prospectus                                                                                     1
The Company                                                                                               1
Risk Factors                                                                                              2
Cautionary Statement Concerning Forward-Looking Statements                                               16
Use of Proceeds                                                                                          17
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends          18
Description of Debt Securities                                                                           18
Description of Capital Stock                                                                             29
Description of Warrants                                                                                  34
Plan of Distribution                                                                                     35
Legal Matters                                                                                            36
Experts                                                                                                  37
Where You Can Find More Information                                                                      37
Incorporation of Certain Documents by Reference                                                          37

                                                                   S-i
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                      ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

      This document is organized in two parts. The first part is the prospectus supplement, which describes our business and the specific terms
of this offering of our common stock. The second part is the accompanying prospectus, which gives more general information, some of which
may not apply to our common stock or this offering. If the information relating to the offering varies between the prospectus supplement and
the accompanying prospectus, you should rely on the information in this prospectus supplement.

      You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying
prospectus and any related free writing prospectus. Neither we nor the underwriter have authorized any dealer, salesman or other person to
provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on
it. This prospectus supplement and the accompanying prospectus are not an offer to sell or the solicitation of an offer to buy any securities other
than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any
person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information contained in this
prospectus supplement is accurate as of any date other than the date on the front cover of this prospectus supplement, or that the information
contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus supplement or any sale of a security. Our business, financial condition, results of operations
and prospects may have changed since those respective dates.

    Unless otherwise indicated or the context otherwise requires, all references in this prospectus supplement to “we,” “our,” “us,” “the
Company” or “Endeavour” are to Endeavour International Corporation and its subsidiaries.


                                             WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and,
therefore, we file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “SEC”) (File
No. 001-32212) pursuant to the Exchange Act. You may read and copy any documents that are filed at the SEC’s public reference room at 100
F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates from the public reference section of
the SEC at its Washington address. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference
room.

      Our filings are also available to the public through the SEC’s website at www.sec.gov .

      The SEC allows us to “incorporate by reference” information that we file with them, which means that we can disclose important
information to you by referring you to documents previously filed with the SEC. The information incorporated by reference is an important part
of this prospectus supplement, and the information that we later file with the SEC will automatically update and supersede this information.
The following documents we filed with the SEC pursuant to the Exchange Act are incorporated herein by reference:
        •    our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 8, 2012;
        •    our Proxy Statement for our 2012 Annual Meeting of Stockholders, filed with the SEC on April 13, 2012;
        •    our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed with the SEC on May 9, 2012;

                                                                        S-ii
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        •    our Current Reports on Form 8-K and Form 8-K/A filed on January 20, 2012, February 1, 2012 (two reports), February 17,
             2012, February 29, 2012, April 13, 2012, April 18, 2012, May 25, 2012, May 29, 2012, May 30, 2012, June 6, 2012, June 8, 2012
             and June 13, 2012 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form
             8-K); and
        •    the description of our common stock contained in our registration statement on Form 8-A, filed on March 14, 2011, including any
             other amendments or reports filed for the purpose of updating such description.

      These reports contain important information about us, our financial condition and our results of operations.

      All future documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished
pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K) after the date of the initial registration statement of which this
prospectus supplement is a part and all such documents that we file with the SEC after the date of this prospectus supplement and before the
termination of the offering of our securities shall be deemed to be incorporated in this prospectus supplement by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein, or in a document incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement
contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement.

      You may request a copy of these filings at no cost by writing or telephoning us at the following address and telephone number:

                                                      Endeavour International Corporation
                                                         811 Main Street, Suite 2100
                                                            Houston, Texas 77002
                                                                (713) 307-8700
                                                        Attention: Corporate Secretary

      We also maintain a website at www.endeavourcorp.com . However, the information on, or accessible through, our website is not part of,
and is not incorporated by reference in, this prospectus supplement.


                          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
      Certain matters discussed or incorporated by reference in this prospectus supplement are “forward-looking statements” intended to
qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933 (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements include statements that express a belief,
expectation, or intention, as well as those that are not statements of historical fact, and may include projections and estimates concerning the
timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are
generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other
words that convey the uncertainty of future events or outcomes. We caution you not to rely on them unduly. In particular, this prospectus
supplement contains or incorporates by reference forward-looking statements pertaining to the following:
        •    our business strategy;
        •    recent and pending acquisitions, including the acquisition of certain properties from ConocoPhillips;
        •    budgets;

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        •    projected costs, savings and plans;
        •    objectives of management for future operations;
        •    legal strategies; and
        •    legal proceedings.
      We have based these forward-looking statements on our current expectations and assumptions about future events. While our
management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic,
competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond
our control. These risks, contingencies and uncertainties, which may not be exhaustive, relate to, among other matters, the following:
        •    discovery, estimation, development and replacement of oil and gas reserves;
        •    decreases in proved reserves due to technical or economic factors;
        •    drilling of wells and other planned exploitation activities;
        •    timing and amount of future production of oil and gas;
        •    the volatility of oil and gas prices;
        •    availability and terms of capital;
        •    operating costs such as lease operating expenses, administrative costs and other expenses;
        •    our future operating or financial results;
        •    amount, nature and timing of capital expenditures, including future development costs;
        •    cash flow and anticipated liquidity;
        •    availability of drilling and production equipment;
        •    uncertainties related to drilling and production operations in a new region;
        •    cost and access to natural gas gathering, treatment and pipeline facilities;
        •    outcome of legal disputes;
        •    environmental hazards, such as natural gas leaks, oil spills and discharges of toxic gases;
        •    business strategy and the availability of acquisition opportunities; and
        •    factors not known to us at this time.
      Any of these factors, or any combination of these factors, could materially affect our future financial condition or results of operations
and the ultimate accuracy of a forward-looking statement. The forward-looking statements are not guarantees of our future performance, and
our actual results and future developments may differ materially from those projected in the forward-looking statements. In addition, any or all
of our forward-looking statements included or incorporated by reference in this prospectus supplement may turn out to be incorrect. They can
be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those mentioned in “Risk
Factors” beginning on page S- 5 of this prospectus supplement, in our Annual Report on Form 10-K for the year ended December 31, 2011 and
our Quarterly Report on Form 10-Q for the three month period ended March 31, 2012. These forward-looking statements speak only as of the
date of this prospectus supplement, or, if earlier, as of the date they were made. Except as required by law, we undertake no obligation to
update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus
supplement. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

                                                                            S-iv
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                                                                  SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying prospectus and
  the documents we incorporate by reference. It does not contain all of the information you should consider before making an investment
  decision. You should read the entire prospectus supplement, the accompanying prospectus, the documents incorporated by reference and
  the other documents to which we refer for a more complete understanding of our business and this offering. Please read the section
  entitled “Risk Factors” commencing on page S- 5 of this prospectus supplement and additional information contained in our Annual
  Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report on Form 10-Q for the three month period ended
  March 31, 2012 incorporated by reference in this prospectus supplement for more information about important factors you should
  consider before investing in our common stock in this offering.

       We have provided definitions for some of the oil and gas industry terms used in this prospectus supplement in the Glossary beginning
  on page G-1.


                                                                Our Company

        We are an independent oil and gas company engaged in the production, exploration, development and acquisition of crude oil and
  natural gas in the U.S. and the North Sea. Our strategy is to expand and exploit our portfolio of exploration and development assets using
  conventional and unconventional technologies in basins that have historically generated and produced substantial quantities of oil and gas
  and that we believe will yield commercial quantities of reserves through improved drilling, completion and operating technologies.
  Finding, developing and producing oil and gas reserves in the North Sea require both significant capital and time. Recognizing this, we
  have sought to balance our North Sea development assets, which have large potential reserves but long production-cycles, with current
  production from the North Sea assets we have acquired and expect to acquire in the COP Acquisition (described below) and a portfolio of
  assets in the U.S. that have lower development costs and shorter production-cycles. We also seek to achieve a balance of oil and gas
  reserves in our portfolio of assets, believing that both commodities present attractive opportunities for capital returns in the future.

        In December 2011, we entered into a definitive agreement with several subsidiaries of ConocoPhillips to purchase certain interests in
  three North Sea fields which produced an average of approximately 8,400 BOE/d for the three months ended March 31, 2012 (the “COP
  Acquisition”). On May 31, 2012, we closed on the Alba portion of the COP Acquisition, and acquired reserves totaling 12.1 MMBOE as of
  December 31, 2011, comprised of 98% oil and 53% proved developed reserves. The aggregate proved reserves we expect to acquire in the
  COP Acquisition total approximately 19.5 MMBOE as of December 31, 2011, comprised of 99% oil and 71% proved developed reserves.
  Please read “— Recent Developments — COP Acquisition.”

        In addition, our major development projects in the U.K. sector of the North Sea — specifically, Bacchus and Greater Rochelle —
  have the potential to significantly expand our total proved reserves and production levels. These projects are in various stages of
  development. At our Bacchus project, drilling at the first of three planned development wells is complete. The first well is on production
  and first production from the second well is expected in the third quarter of 2012. We currently expect first production from the Greater
  Rochelle area in the fourth quarter of 2012. We intend to continue to actively manage our North Sea assets in a manner that maximizes
  value and enables us to allocate resources to effectively pursue our growth strategy.

      Our primary focus in the U.S. is unconventional oil and gas shale developments targeting reserve and production growth in the
  Haynesville and Marcellus areas. In the Haynesville area, we have approximately 7,300 net acres, with acreage located in Red River,
  DeSoto, Bienville and Caddo Parishes in Louisiana and in Harrison


                                                                      S-1
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  and Gregg Counties in Texas. Our Marcellus acreage is comprised of approximately 16,000 net acres in Pennsylvania located between two
  of the most active parts of the Marcellus play. We also have interests in approximately 94,400 net acres in the emerging Heath oil shale
  play in Montana (the “Heath Oil Shale”) where we are evaluating the results of four pilot wells and ongoing technical work. The results
  from our pilot wells and ongoing technical work will determine the pace and scope of our subsequent exploration and development
  initiatives in this play.

        In 2012, we intend to expand upon our foundation of U.K. assets by moving existing development assets towards their first
  production and integrating the assets from the COP Acquisition. We also intend to maintain our interests in both established and emerging
  U.S. onshore resource plays. Specifically, during 2012, we intend to focus on achieving initial production from the second development
  well on the Bacchus oil field and the Greater Rochelle gas field in the North Sea while integrating the assets from the COP Acquisition and
  completing the evaluation of our assets in the Heath Oil Shale.

       As of December 31, 2011, our estimated proved reserves were 22.7 MMBOE, up 23% from 18.4 MMBOE as of December 31, 2010,
  of which approximately 55% were located in the U.K. and approximately 45% were located in the U.S., and 23% of which were proved
  developed reserves. On a pro forma basis for the COP Acquisition, our total proved reserves would have been 42.2 MMBOE as of
  December 31, 2011, of which 45% is proved developed and 55% is oil. On the same pro forma basis, we would have had combined
  production of approximately 12,400 BOE/d for the three months ended March 31, 2012, comprised of 71% oil.

  Recent Developments
        Alba Acquisition
         On May 31, 2012, we closed the portion of the COP Acquisition consisting of a 23.43% interest in the Alba field (the “Alba
  Property”) for aggregate cash consideration of approximately $217.5 million, reduced from $255.4 million as a result of purchase price
  adjustments since the effective date of January 1, 2011. Prior to acquiring the Alba Property, we already held a 2.25% interest in the Alba
  field. We intend to pursue the closing of the other two producing U.K. oil fields contemplated by the COP Acquisition in the near future,
  though there can be no assurance that we will be able to do so successfully. Upon the closing of the purchase of the Alba Property, the net
  proceeds from our senior notes due 2018 were released from escrow. We used approximately $205 million of the net proceeds from the
  sale of the notes together with approximately $12 million of borrowings under our revolving credit facility to fund the cash consideration
  for the acquisition of the Alba Property. For more information, please read the audited, unaudited and pro forma financial statements for
  the acquisition of the Alba Property and the audited reserve report for the assets acquired or to be acquired in the COP Acquisition, each of
  which is incorporated by reference herein.

        In connection with the acquisition of the Alba Property, we amended our revolving credit facility to increase the amount available for
  borrowing thereunder from $40 million to $100 million, which we drew down at that time. In addition, we entered into a reimbursement
  agreement with an unaffiliated third party entity to provide for the securing of an approximately £77 million (approximately $120 million
  as of May 31, 2012) letter of credit to secure our decommissioning obligations for the Alba field until 2014.

      For more information about the above transactions, please read our Annual Report on Form 10-K filed on March 8, 2012, our Current
  Report on Form 8-K/A filed on June 8, 2012 and our other filings with the SEC, which are incorporated by reference herein.

        Charter Amendment
       At our annual meeting of stockholders on May 24, 2012, our stockholders approved and adopted an amendment to our Amended and
  Restated Articles of Incorporation (the “Articles”), providing for an increase in


                                                                      S-2
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  the number of authorized shares of common stock to 125,000,000. The amendment to the Articles became effective on May 24, 2012.

  Corporate Information
        We are a Nevada corporation formed in 2000. Our principal executive offices are located at 811 Main Street, Suite 2100, Houston,
  Texas 77002. Our common stock is listed on the New York Stock Exchange under the symbol “END” and on the London Stock Exchange
  under the symbol “ENDV.” We maintain a web site at www.endeavourcorp.com . However, the information on, or accessible through, our
  website is not part of this prospectus supplement, and you should rely only on the information contained in this prospectus supplement and
  in the documents incorporated herein by reference when making a decision as to whether to buy our common stock in this offering.


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                                                                THE OFFERING

   Issuer                                                                      Endeavour International Corporation.
   Shares of common stock offered                                              7,500,000 shares.
   Option to purchase additional shares                                        The underwriter may also purchase up to an additional 1,125,000
                                                                               shares from us, at the public offering price, less the underwriting
                                                                               discount, within 30 days from the date of this prospectus
                                                                               supplement to cover over-allotments, if any.
   Shares of common stock outstanding following this offering (1)              45,439,670 shares ( 46,564,670 shares if the underwriter
                                                                               exercises its over-allotment option in full).
   Use of proceeds                                                             We intend to use the estimated net proceeds from this offering of
                                                                               approximately $52.7 million (or $60.7 million if the underwriter
                                                                               exercises it over-allotment option in full) to fund our current
                                                                               development projects. Any remaining net proceeds will be used
                                                                               for general corporate purposes. For more information about our
                                                                               use of proceeds from this offering, please read “Use of
                                                                               Proceeds.”
   NYSE symbol                                                                 END.
   LSE symbol                                                                  ENDV.
   Risk Factors                                                                Investing in our common stock involves substantial risks. You
                                                                               should carefully consider the risk factors set forth in the section
                                                                               entitled “Risk Factors” and the other information contained in
                                                                               this prospectus supplement and the accompanying prospectus
                                                                               and the documents incorporated by reference herein, prior to
                                                                               making an investment in our common stock. Please read “Risk
                                                                               Factors” beginning on page S-5.

  (1)    The number of shares of our common stock to be outstanding immediately following this offering assumes that all of the shares
         offered hereby are sold and is based on 37,939,670 shares outstanding as of June 11, 2012.

        Unless we indicate otherwise or the context otherwise requires, all of the information in this prospectus supplement:
            •   assumes no exercise of the underwriter’s over-allotment option; and
            •   does not reflect as of June 11, 2012: (i) 284,245 shares of our common stock that may be issued pursuant to the exercise of
                outstanding stock options held by our directors, officers and employees, (ii) 2,422,232 shares available for issuance under our
                long-term incentive plans, (iii) 2,000,000 shares of our common stock that may be issued pursuant to the exercise of
                outstanding warrants and (iv) 15,962,145 shares of our common stock that may be issued pursuant to the conversion of our
                outstanding convertible securities.


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                                                                RISK FACTORS

      An investment in our common stock involves risk. You should carefully consider and evaluate the risks and uncertainties described in
“Part I — Item 1A. Risk Factors” of our Form 10-K for the year ended December 31, 2011 and in “Part II — Item 1A. Risk Factors” of our
Form 10-Q for the quarterly period ended March 31, 2012, in each case as updated by the additional risks and uncertainties set forth in other
filings we make with the SEC. In addition, you should also carefully read all of the other information included in this prospectus supplement,
the accompanying prospectus and the documents we have incorporated by reference into this prospectus supplement in evaluating an
investment in our common stock. If any of the described risks actually were to occur, our business, financial condition or results of operations
could be affected materially and adversely. In that case, the trading price of our common stock could decline and you could lose all or part of
your investment.

Risks Related to Our Common Stock
      An active liquid trading market for our common stock may not be maintained and the trading price of our common stock may be
volatile.

      Liquid and active trading markets usually result in less price volatility and more efficiency in carrying out stockholders’ purchase and
sale orders. Smaller capitalized companies like ours often experience substantial fluctuations in the trading price of their securities. An active
and liquid trading market for our common stock may not be maintained. The trading price of our common stock has fluctuated significantly and
may be subject to similar fluctuations in the future. The market price of our common stock could vary significantly as a result of a number of
factors, some of which are beyond our control.

     If we, our existing or future stockholders or holders of our securities that are convertible into shares of our common stock sell a
substantial number of shares of our common stock, the market price of our common stock could significantly decline.

      The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the public
market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, might make it more difficult for
us to sell equity securities in the future at a time and at a price that we deem appropriate.

      As of June 11, 2012, we had approximately 37.9 million shares of common stock outstanding. Of those shares, approximately 0.8 million
shares were restricted shares subject to vesting within three years. The remaining shares are freely tradable.

     In addition, 0.2 million shares are issuable upon the exercise of presently outstanding stock options under our employee incentive plans
and 2.1 million shares are issuable upon the exercise of presently outstanding options and warrants outside our employee incentive plans. Also,
7.3 million shares are issuable upon the conversion of our 5.5% Convertible Senior Notes, 4.7 million shares are issuable upon conversion of
our Series C Preferred Stock, based upon the conversion price of $8.75 per share, and 4.0 million shares are issuable upon conversion of our
11.5% Convertible Bonds, based on a conversion price of $16.52.

      Provisions in our articles of incorporation, bylaws and the Nevada Revised Statutes may discourage a change of control.
      Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws and the Nevada Revised
Statutes (“NRS”) could delay or make more difficult a change of control transaction or other business combination that may be beneficial to
stockholders. These provisions include, but are not limited to, the ability of our board of directors to issue a series of preferred stock,
classification of our board of directors into three classes and limiting the ability of our stockholders to call a special meeting.

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       We are subject to the “Combinations With Interested Stockholders Statute” and the “Control Share Acquisition Statute” of the NRS. The
Combinations Statute provides that specified persons who, together with affiliates and associates, own, or within three years did own, 10% or
more of the outstanding voting stock of a corporation cannot engage in specified business combinations with the corporation for a period of
three years after the date on which the person became an interested stockholder, unless the combination or the transaction by which the person
first became an interested stockholder is approved by the corporation’s board of directors before the person first became an interested
stockholder.

      The Control Share Acquisition Statute provides that persons who acquire a “controlling interest” as defined by the statute, in a company
may only be given full voting rights in their shares if such rights are conferred by the stockholders of the company at an annual or special
meeting. However, any stockholder that does not vote in favor of granting such voting rights is entitled to demand that the company pay fair
value for their shares if the acquiring person has acquired at least a majority of all of the voting power of the company. As such, persons
acquiring a controlling interest may not be able to vote their shares.

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                                                            USE OF PROCEEDS

      We expect the net proceeds to us from this offering to be approximately $52.7 million (or approximately $60.7 million if the underwriter
exercises its over-allotment option in full), after deducting estimated fees and expenses (including underwriting discounts and commissions).
We currently intend to use the net proceeds from this offering to fund our current development projects. Any remaining net proceeds will be
used for general corporate purposes.

                                                                     S-7
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                                                               CAPITALIZATION

      The following table sets forth our capitalization at March 31, 2012:
        •    on an actual basis; and
        •    on an as adjusted basis to give effect to: the closing of our acquisition of the Alba Property, including the associated release from
             escrow of approximately $460.5 million of net proceeds from the issuance of our 2018 senior notes; the additional borrowing of
             $60 million under our revolving credit facility; the issuance of a reimbursement agreement securing our decommissioning
             obligation for the Alba field; and
        •    on an as further adjusted basis to give effect to our application of the estimated net proceeds from this offering in the manner
             described in “Use of Proceeds.”

                                                               Actual                 As Adjusted               As Further Adjusted
                                                                                           (In thousands)
            Cash and cash equivalents                      $      18,186          $        57,472           $               109,840
            Restricted cash                                      493,434                   33,198                            33,198
                      Cash, cash equivalents and
                        restricted cash                    $     511,620          $        90,670           $               143,038

            Debt (1):
                11.5% convertible bonds due 2016           $       64,321         $        64,321           $                64,321
                12.0% senior subordinated notes
                   due 2014                                       32,172                   32,172                            32,172
                15.0% senior term loan due 2013                  241,584                      —                                 —
                5.5% convertible senior notes due
                   2016                                          135,000                 135,000                            135,000
                12% senior notes due 2018                        500,000                 500,000                            500,000
                12% revolving credit facility (2)                     —                   60,000                             60,000
                Debt discount                                    (22,137 )               (22,137 )                          (22,137 )
                      Total debt                           $     950,940          $      769,356            $               769,356
            Series C convertible preferred stock
              ($37,000 liquidation preference) (3)         $       43,703         $        43,703           $                43,703
            Stockholders’ equity:
                Series B preferred stock ($3,470
                  liquidation preference)                  $            —         $            —            $                    —
                Common stock (37,956 shares
                  issued and outstanding, actual
                  and as adjusted; 45,440 shares
                  issued and outstanding as further
                  adjusted)                                           38                      38                                 46
                Additional paid-in capital                       422,065                 422,065                            474,725
                Treasury stock, at cost (72 shares
                  actual and as adjusted)                           (587 )                  (587 )                             (587 )
                Accumulated deficit                             (301,501 )              (323,541 ) (4)                     (323,541 ) (4)
                      Total stockholders’ equity           $     120,015          $        97,975           $               150,643
                           Total capitalization            $   1,114,658          $      911,034            $               963,702



(1)   Actual includes approximately $14.9 million of current maturities. As adjusted and as further adjusted include approximately $12.5
      million of current maturities.
(2)   We entered into a $40 million revolving credit facility in April 2012. The as adjusted and as further adjusted amounts exclude this initial
      incurrence but include the subsequent increase in the amount available for

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      borrowing (and the associated borrowing) from $40 million to $100 million. As of June 11, 2012, we had a total of $100 million of
      borrowings outstanding under our revolving credit facility.
(3)   Includes approximately $6.7 million of net non-cash premiums under fair value accounting on redemption.
(4)   Reflects a charge of approximately $22.0 million for premium and write off of debt issuance costs with repayment of the Senior Term
      Loan.


                                                   PRICE RANGE OF COMMON STOCK

    Our common stock is quoted on the New York Stock Exchange under the symbol “END” and the London Stock Exchange under the
symbol “ENDV.” Prior to March 15, 2011, our common stock was quoted on the NYSE Amex under the symbol “END.”

      In October 2010, our Board of Directors authorized a share consolidation of our common stock, in the form of a one-for-seven reverse
stock split. This consolidation was effective at the opening of trading on November 18, 2010. As a result of the share consolidation, every
seven shares of our common stock outstanding were automatically combined into one share of our common stock. Each shareholder continues
to hold the same percentage of our outstanding common shares. The shares were rounded up to the next whole share for those holders who
would have otherwise received fractional shares. The share consolidation was intended to make our common stock available to a broader range
of investors and reposition the company’s trading metrics.

      All share information and prices per share have been restated to reflect the share consolidation. The following table shows, for the periods
indicated, the high and low reported sales prices for our common stock, as reported on the NYSE Amex and the New York Stock Exchange, as
applicable.

                                                                                                           Sales Price
                                                                                                    High                     Low
                    2010:
                        First quarter                                                            $ 10.36                 $    5.60
                        Second quarter                                                             12.18                      7.14
                        Third quarter                                                              10.22                      6.72
                        Fourth quarter                                                             14.16                      8.12
                    2011:
                        First quarter                                                            $ 14.51                 $ 14.01
                        Second quarter                                                             15.14                   14.83
                        Third quarter                                                              16.43                   15.85
                        Fourth quarter                                                             10.23                    9.32
                    2012:
                        First quarter                                                            $ 13.48                 $ 12.79
                        Second quarter (through June 12, 2012)                                     13.21                 $ 5.73

      On June 12, 2012, the last sales price of our common stock as reported on the New York Stock Exchange was $8.23 per share.

      As of June 11, 2012, there were approximately 138 holders of record of our common stock.

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                                                                DIVIDEND POLICY

      We have not paid any cash dividends on our common stock to date and have no intention of declaring or paying any cash dividends on
our common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our Board of Directors and
to certain limitations imposed under Nevada corporate laws and the agreements governing our debt obligations. The timing, amount and form
of dividends, if any, will depend on, among other things, our results of operations, financial condition, cash requirements and other factors
deemed relevant by our Board of Directors.

       Our Series B Preferred Stock is subject to a cumulative 8% dividend. Unless the full amount of the dividends accrued for the Series B
Preferred Stock is paid in full, we cannot declare or pay any dividend on our common stock. In addition, certain of our debt facilities contain
restrictions on the payment of dividends to the holders of our common stock.


    CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR COMMON
                                              STOCK

      The following is a summary of certain United States federal income tax consequences to Non-U.S. holders with respect to the acquisition,
ownership and disposition of our common stock. A “Non-U.S. holder” for purposes of this discussion is any beneficial owner of our common
stock who acquires such stock for cash pursuant to the terms of this prospectus supplement and who is not:
        •    an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United
             States or meets the “substantial presence” test under section 7701(b)(3) of the Internal Revenue Code of 1986, as amended (the
             “Code”);
        •    a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in
             the United States or under the laws of the United States, any state thereof, or the District of Columbia;
        •    a partnership (or an entity treated as a partnership for United States federal income tax purposes);
        •    an estate, the income of which is subject to United States federal income tax regardless of its source; or
        •    a trust (i) if a United States court can exercise primary supervision over the administration of the trust and one or more United
             States persons can control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury
             Regulations to be treated as a United States person.

      This discussion is based on current provisions of the Code, final, temporary and proposed Treasury Regulations, judicial opinions,
published positions of the Internal Revenue Service (the “IRS”) and administrative and judicial authorities, all of which are subject to change,
possibly with retroactive effect, or are subject to different interpretations. This discussion assumes that a Non-U.S. holder holds our common
stock as a capital asset (generally, property held for investment). This discussion does not address all aspects of United States federal income
taxation, any United States federal tax laws other than federal income tax laws (e.g., estate or gift tax laws) or any aspects of state, local, or
non-U.S. taxation, nor does it consider any specific facts or circumstances that may apply to particular Non-U.S. holders that may be subject to
special treatment under the United States federal income tax laws, such as (without limitation):
        •    certain United States expatriates;
        •    shareholders that hold our common stock as part of a straddle, constructive sale transaction, synthetic security, hedge, conversion
             transaction or other integrated investment or risk reduction transaction;
        •    shareholders that acquired our common stock through the exercise of employee stock options or otherwise as compensation or
             through a tax-qualified retirement plan;

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        •    shareholders that are partnerships or other pass-through entities or holders of interests therein;
        •    financial institutions;
        •    insurance companies;
        •    tax-exempt entities;
        •    dealers in securities or foreign currency; and
        •    traders in securities that use a mark-to-market method of accounting for United States federal income tax purposes.

       If a partnership (including an entity treated as a partnership for United States federal income tax purposes) holds our common stock, the
tax treatment of a partner of the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are
a partner of a partnership (including an entity treated as a partnership for United States federal income tax purposes) holding our common
stock, you should consult your tax advisor.

    THIS DISCUSSION DOES NOT CONSTITUTE LEGAL ADVICE TO ANY PROSPECTIVE PURCHASER OF OUR COMMON
STOCK. INVESTORS CONSIDERING THE PURCHASE OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS
WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. ESTATE AND GIFT TAX LAWS OR UNDER THE
LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Dividends
       We do not expect to pay any cash distributions on our common stock in the foreseeable future. However, in the event we do make cash
distributions, such distributions will be treated as dividends to the extent of our current and accumulated earnings and profits as determined
under the Code and will be subject to withholding as discussed below. Any portion of a distribution that exceeds our current and accumulated
earnings and profits will first be applied to reduce the Non-U.S. holder’s basis in the common stock and, to the extent such portion exceeds the
Non-U.S. holder’s basis, the excess will be treated as gain from the disposition of the common stock, the tax treatment of which is discussed
below under “— Gain on Sale or Other Disposition of Common Stock”

       Dividends paid to a Non-U.S. holder on our common stock will generally be subject to United States withholding tax at a rate of 30% or
such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. holder of our common stock that wishes to claim the
benefit of an applicable treaty rate for dividends will be required to (i) complete IRS Form W-8BEN (or other applicable form) and certify
under penalties of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits, or (ii) if
our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury
Regulations. A Non-U.S. holder of our common stock that is eligible for a reduced rate of United States withholding tax pursuant to an income
tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

     Dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and,
where a tax treaty so requires, are attributable to a permanent establishment maintained by the Non-U.S. holder in the United States) are not
subject to United States withholding tax, provided certain certification and disclosure requirements are satisfied (which generally may be met
by providing an IRS Form W-8ECI). Instead, such dividends are subject to United States federal income tax on a net income basis in the same
manner as if the Non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides
otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a
30% rate or such lower rate as may be specified by an applicable income tax treaty.

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Gain on Sale or Other Disposition of Common Stock
     In general, a Non-U.S. holder will not be subject to United States federal income tax on any gain realized upon the sale, exchange,
redemption, retirement or other taxable disposition of the Non-U.S. holder’s shares of common stock unless:
        •    the gain is effectively connected with a trade or business carried on by the Non-U.S. holder within the United States (and, where an
             income tax treaty so requires, is attributable to a United States permanent establishment maintained by the Non-U.S. holder);
        •    the Non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and
             certain other conditions are met; or
        •    we are or have been a United States real property holding corporation or “USRPHC” for United States federal income tax purposes
             at any time during the shorter of the period during which such Non-U.S. holder holds our stock or the five-year period ending on
             the date such Non-U.S. holder disposes of our stock.

      A Non-U.S. holder described in the first bullet point above will be subject to tax on the net gain realized from the sale or other disposition
under regular graduated U.S. federal income tax rates in the same manner as if it were a United States person (as defined in the Code), and if
the Non-U.S. holder is a corporation, it may also be subject to the branch profits tax at a rate of 30% of its effectively connected earnings and
profits or at such lower rate as may be specified by an applicable income tax treaty.

      An individual Non-U.S. holder described in the second bullet point above will be subject to a flat 30% tax on the gain derived from the
sale or other disposition, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the
United States.

      Because of the oil and natural gas properties and other real property assets we own, we believe that we are and will remain a USRPHC.
However, so long as our common stock continues to be regularly traded on an established securities market, only a Non-U.S. holder who owns
or has owned (actually or by applying certain constructive ownership rules) at any time during the shorter of the five-year period preceding the
date of disposition or the holder’s holding period more than 5% of our common stock will be subject to United States federal income tax on the
disposition of such common stock by reason of our status as a USRPHC.

Information Reporting and Backup Withholding
      We must report annually to the IRS and to a Non-U.S. holder the amount of dividends paid to such holder and any tax withheld with
respect to those dividends, regardless of whether withholding is required. Copies of the information returns reporting such dividends and
withholding may also be made available to the tax authorities in the country in which the Non-U.S. holder resides under the provisions of an
applicable income tax treaty. United States backup withholding tax will be imposed on certain payments to persons that fail to furnish the
information required under the United States information reporting requirements. A Non-U.S. holder will be exempt from this backup
withholding if such holder properly provides a Form W-8BEN (or valid substitute or successor form) certifying that it is not a United States
person (as defined in the Code) or otherwise meets documentary evidence requirements for establishing that it is not a United States person or
otherwise establishes an exemption.

      The gross proceeds from the disposition of our common stock may be subject to information reporting and backup withholding. If a
Non-U.S. holder sells our common stock outside the United States through a non-U.S. office of a non-U.S. broker and the sales proceeds are
paid to the Non-U.S. holder outside the United States, then the United States backup withholding and information reporting requirements
generally will not apply to that payment. However, unless such a broker has documentary evidence in its records that the Non-U.S. holder is
not a United States person and certain other conditions are met, or the Non-U.S. holder otherwise establishes an

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exemption, information reporting will apply to a payment of the proceeds of the disposition of our common stock effected outside the United
States by such a broker if it is:
        •    a United States person;
        •    a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the
             United States;
        •    a controlled foreign corporation for U.S. federal income tax purposes; or
        •    a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United
             States persons or is engaged in the conduct of a U.S. trade or business.

      Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules is allowable as a credit against the
Non-U.S. holder’s U.S. federal income tax liability, if any, and a refund may be obtained if the amounts withheld exceed such holder’s actual
U.S. federal income tax liability and the required information or appropriate claim form is timely provided to the IRS.

Additional Withholding Requirements
       Under recently enacted legislation, the relevant withholding agent may be required to withhold 30% of any dividends paid by us and the
proceeds of a sale of our common stock paid after December 31, 2012 to (i) a foreign financial institution unless such foreign financial
institution agrees to verify, report and disclose its U.S. account holders and meets certain other specified requirements or (ii) a non-financial
foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial United States owners
or provides the name, address and taxpayer identification number of each substantial United States owner and such entity meets certain other
specified requirements.

    THE PRECEDING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S.
HOLDERS OF OUR COMMON STOCK IS FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE CONSIDERED TAX
ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR
UNITED STATES FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND
DISPOSITION OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE
LAWS.

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                                                              UNDERWRITING

     Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus supplement, the underwriter
named below is acting as the exclusive underwriter and has agreed to purchase, and we have agreed to sell to it, the number of shares of our
common stock at the public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus
supplement as indicated below:

                       Underwriter                                                                  Number of Firm Shares
                       Global Hunter Securities, LLC                                                            7,500,000
                            Total                                                                               7,500,000


      The underwriter is offering the shares of common stock subject to its acceptance of the shares from us and subject to prior sale. The
underwriting agreement provides that the obligations of the underwriter to pay for and accept delivery of the shares of common stock offered
by this prospectus supplement are subject to certain conditions precedent, including the absence of any material adverse change in our business
and the receipt of customary legal opinions, letters and certificates and the approval of certain legal matters by its counsel and to other
conditions. The underwriter is obligated to take and pay for all of the shares of common stock offered by this prospectus supplement if any
such shares of common stock are taken, other than the shares covered by the option described below unless and until this option is exercised.

      The underwriter has an option to buy up to 1,125,000 additional shares of common stock from us to cover sales of shares of common
stock by the underwriter which exceed the number of shares specified in the table above. The underwriter may exercise this option at any time
and from time to time during the 30-day period from the date of this prospectus supplement. If any additional shares of common stock are
purchased, the underwriter will offer the additional shares of common stock on the same terms as those on which the shares are being offered.

      The underwriter initially proposes to offer the shares of common stock directly to the public at the public offering price listed on the
cover page of this prospectus supplement. The underwriter may engage a selected dealer in connection with the offering, and any shares sold by
the underwriter to such selected securities dealer(s) may be sold at a discount from the public offering price set forth below. After the initial
offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the underwriter. Sales of
common stock outside the United States may be made by an affiliate of the underwriter.

Commissions and Discounts
      The following table summarizes the public offering price, underwriting discount and proceeds before expenses to us assuming both no
exercise and full exercise of the underwriter’s option to purchase additional shares of common stock:

                                                                                                              Total
                                                                                             Without Over-                  With Over-
                                                                      Per Share                Allotment                     Allotment
            Public offering price                                    $     7.50          $      56,250,000            $      64,687,500
            Underwriting discount                                    $    0.375          $       2,812,500            $       3,234,375
            Proceeds, before expenses, to us                         $    7.125          $      53,437,500            $      61,453,125

     The expenses of the offering, not including the underwriting discount and commissions, payable by us are estimated to be $800,000,
which includes half of the expenses of the underwriter’s legal counsel, which we have agreed to reimburse.

Quotation on the New York Stock Exchange and London Stock Exchange
    Our common stock is listed on the New York Stock Exchange under the symbol “END” and on the London Stock Exchange under the
symbol “ENDV.”

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Indemnification
       We and the underwriter have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act and
liabilities arising from breaches of representations and warranties contained in the underwriting agreement. We have also agreed to contribute
to payments the underwriter may be required to make in respect of such liabilities.

No Sales of Similar Securities
       We and each of our executive officers and directors have agreed with the underwriter, subject to certain customary exceptions, not to
dispose of or hedge any of our shares of common stock or securities convertible into or exercisable or exchangeable for our common stock for
ninety (90) days after the date of this prospectus supplement without first obtaining the written consent of the underwriter. We will not be
prohibited, however, from (i) issuing shares of common stock pursuant to any long-term incentive plan, stock ownership plan or dividend
reinvestment plan in effect on the date hereof, (ii) issuing shares of common stock on the exercise or conversion, as applicable, of any currently
outstanding warrants or convertible securities, (iii) filing a registration statement on Form S-8, (iv) issuing shares of common stock to directors
in lieu of cash director fees or (v) issuing the shares being sold pursuant to this prospectus supplement.

Price Stabilization, Short Positions
       In order to facilitate the offering of the shares of common stock, the underwriter may engage in transactions that stabilize, maintain or
otherwise affect the price of our common stock. Specifically, the underwriter may sell more shares of common stock than it is obligated to
purchase under the underwriting agreement, creating a short position. The underwriter must close out any short position by purchasing shares
of common stock in the open market. A short position may be created if the underwriter is concerned that there may be downward pressure on
the price of the common stock in the open market after pricing that could adversely affect investors who purchased in this offering. As an
additional means of facilitating this offering, the underwriter may bid for, and purchase, shares of our common stock in the open market to
stabilize the price of the common stock. These activities may raise or maintain the market price of our common stock above independent
market levels or prevent or slow a decline in the market price of our common stock. The underwriter is not required to engage in these
activities, and may end any of these activities at any time.

      A prospectus in electronic format may be made available on websites maintained by the underwriter. Internet distributions will be
allocated by the underwriter on the same basis as other allocations.

       Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities
offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be
offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and
sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the
applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves
about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is
unlawful.

United Kingdom
       This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or
(iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all
such persons

                                                                         S-15
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together being referred to as “relevant persons”). The shares of common stock are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such shares of common stock will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.

Switzerland
      This document does not constitute a prospectus within the meaning of Art. 652a of the Swiss Code of Obligations. The shares of common
stock may not be sold directly or indirectly in or into Switzerland except in a manner which will not result in a public offering within the
meaning of the Swiss Code of Obligations. Neither this document nor any other offering materials relating to the shares of common stock may
be distributed, published or otherwise made available in Switzerland except in a manner which will not constitute a public offer of the shares of
common stock in Switzerland.

European Economic Area
     To the extent that the offer of the shares of common stock are made in any Member State of the European Economic Area that has
implemented the Prospectus Directive before the date of publication of a prospectus in relation to the shares of common stock which has been
approved by the competent authority in the Member State in accordance with the Prospectus Directive (or, where appropriate, published in
accordance with the Prospectus Directive and notified to the competent authority in the Member State in accordance with the Prospectus
Directive), the offer (including any offer pursuant to this document) is only addressed to qualified investors in that Member State within the
meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do not require us to publish a prospectus
pursuant to the Prospectus Directive.

      In relation to each Member State of the European Economic Area1 which has implemented the Prospectus Directive (each, a “Relevant
Member State”), from and including the date on which the European Union Prospectus Directive (the “EU Prospectus Directive”) is
implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities described in this prospectus may not
be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved
by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to
the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:
      (a)    to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose
             corporate purpose is solely to invest in securities,
      (b)    to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total
             balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or
             consolidated accounts, or
      (c)    in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus
             Directive. For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any
             Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer
             and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in
             that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the
             expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant
             Member State.

      The EEA selling restriction is in addition to any other selling restrictions set out below. In relation to each Relevant Member State, each
purchaser of shares of common stock (other than the underwriter) will be deemed to have represented, acknowledged and agreed that it will not
make an offer of shares of common stock to the public in any Relevant Member State, except that it may, with effect from and including the
date on which the

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Prospectus Directive is implemented in the Relevant Member State, make an offer of shares of common stock to the public in that Relevant
Member State at any time in any circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the
Prospectus Directive, provided that such purchaser agrees that it has not and will not make an offer of any shares of common stock in reliance
or purported reliance on Article 3(2)(b) of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Shares to the
public” in relation to any shares of common stock in any Relevant Member State has the same meaning as in the preceding paragraph.

Relationships with the Underwriter
      The underwriter and certain of its affiliates have in the past provided to us and our affiliates and may in the future provide from time to
time certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of
their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, the
underwriter and certain of its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of
themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.


                                                               LEGAL MATTERS

      The validity of the common stock offered hereby will be passed upon for us by Woodburn and Wedge, Reno, Nevada, our Nevada
counsel. Certain legal matters in connection with the offering will be passed upon by Vinson & Elkins L.L.P., Houston, Texas, as our counsel.
Certain legal matters in connection with the offering will be passed upon for the underwriters by Proskauer Rose LLP, New York, New York.


                                                                    EXPERTS

      The consolidated financial statements of Endeavour International Corporation as of December 31, 2011 and 2010, and for each of the
years in the three-year period ended December 31, 2011, and management’s assessment of the effectiveness of internal control over financial
reporting as of December 31, 2011 have been incorporated by reference herein in reliance upon the reports of KPMG LLP (“KPMG”),
independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting
and auditing. KPMG’s audit report covering the December 31, 2011 and 2010 financial statements refers to a change in the reserve estimates
and related disclosures as a result of adopting new oil and gas reserve estimation and disclosure requirements.

     On April 9, 2012, the Audit Committee of the Board of Directors of the Company approved the appointment of Ernst & Young LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 and approved the dismissal of the
Company’s prior independent registered public accounting firm, KPMG. The Company notified KPMG of its dismissal on April 9, 2012.

      Certain information included or incorporated by reference in this prospectus regarding estimated quantities of oil and gas reserves owned
by us is based on estimates of the reserves prepared by or audited by Netherland, Sewell & Associates, Inc., independent petroleum engineers,
and all such information has been so incorporated in reliance on the authority of that firm as experts regarding the matters contained in their
report.

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                                              GLOSSARY OF OIL AND NATURAL GAS TERMS

      “ Basin .” A large natural depression on the earth’s surface in which sediments accumulate.

      “ Bbl .” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or natural gas liquids.

      “ BOE .” Barrels of oil equivalent, with 6,000 cubic feet of natural gas being equivalent to one barrel of oil.

      “ British thermal unit .” The heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.

      “ Completion .” The process of treating a drilled well followed by the installation of permanent equipment for the production of natural
gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

     “ Developed reserves .” Reserves of any category that can be expected to be recovered through existing wells with existing equipment
and operating methods or for which the cost of required equipment is relatively minor when compared to the cost of a new well.

      “ Field .” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological
structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the
underground productive formations.

      “ Formation .” A layer of rock which has distinct characteristics that differ from nearby rock.

       “ Horizontal drilling .” A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled
at a right angle within a specified interval.

      “ MBbl .” One thousand barrels of crude oil, condensate or natural gas liquids.

      “ MBOE. ” One thousand barrels of oil equivalent.

      “ Mcf .” One thousand cubic feet of natural gas.

      “ MMBOE .” One million barrels of oil equivalent.

      “ MMBtu .” One million British thermal units.

      “ MMcf .” One million cubic feet of natural gas.

      “ Net acres .” The percentage of total acres an owner has out of a particular number of acres, or a specified tract. An owner who has 50%
interest in 100 acres owns 50 net acres.

      “ Pilot well .” A well drilled to find and produce natural gas or oil reserves not classified as proved, to find a new reservoir in a field
previously found to be productive of natural gas or oil in another reservoir or to extend a known reservoir.

      “ Play .” A term applied to a portion of the exploration and production cycle following the identification by geologists and geophysicists
of areas with potential natural gas and oil reserves.

      “ Producing well .” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale
of the production exceed production expenses and taxes.

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     “ Proved developed reserves .” Has the meaning given to such term in Release No. 33-8995: Modernization of Oil and Gas Reporting ,
which defines proved reserves as:

            Proved developed reserves are reserves of any category that can be expected to be recovered:
            (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is
      relatively minor compared to the cost of a new well; and
          (ii) through installed extraction equipment and infrastructure operational at the time of the reserve estimate if the extraction is by
      means not involving a well.

                    Supplemental definitions from the 2007 Petroleum Resources Management System:

                  Proved Developed Producing Reserves — Developed Producing Reserves are expected to be recovered from completion
            intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after
            the improved recovery project is in operation.

                 Proved Developed Non-Producing Reserves — Developed Non-Producing Reserves include shut-in and behind-pipe
            Reserves.

                   Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but
            which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not
            capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells
            which will require additional completion work or future recompletion prior to start of production. In all cases, production can be
            initiated or restored with relatively low expenditure compared to the cost of drilling a new well. Proved reserves that can be
            expected to be recovered through existing wells with existing equipment and operating methods.

      “ Proved reserves .” Has the meaning given to such term in Release No. 33-8995: Modernization of Oil and Gas Reporting , which
defines proved reserves as:
             Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated
      with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing
      economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to
      operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods
      are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that
      it will commence the project within a reasonable time.
            (i) The area of the reservoir considered as proved includes:
                    (A) the area identified by drilling and limited by fluid contacts, if any, and
                 (B) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to
            contain economically producible oil or natural gas on the basis of available geoscience and engineering data.
            (ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (“LKH”)
      as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with
      reasonable certainty.
            (iii) Where direct observation from well penetrations has defined a highest known oil (“HKO”) elevation and the potential exists for
      an associated natural gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience,
      engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

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             (iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited
      to, fluid injection) are included in the proved classification when:
                  (A) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a
            whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology
            establishes the reasonable certainty of the engineering analysis on which the project or program was based; and
                    (B) the project has been approved for development by all necessary parties and entities, including governmental entities.
            (v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The
      price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an
      unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by
      contractual arrangements, excluding escalations based upon future conditions.

     “ Proved undeveloped reserves (PUD) .” Has the meaning given to such term in Release No. 33-8995: Modernization of Oil and Gas
Reporting , which defines proved reserves as:
            Proved undeveloped oil and natural gas reserves are reserves of any category that are expected to be recovered from new wells on
      undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
            (i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain
      of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic
      producibility at greater distances.
             (ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating
      that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

      “ Reserves .” Estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible as of
a given date by application of development prospects to known accumulations.

      “ Reservoir .” A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that
is confined by impermeable rock or water barriers and is separate from other reservoirs.

     “ Shale .” Fine-grained sedimentary rock composed mostly of consolidated clay or mud. Shale is the most frequently occurring
sedimentary rock.

     “ Undeveloped acreage .” Acreage owned or leased on which wells can be drilled or completed to a point that would permit the
production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

     “ Working interest .” The right granted to the lessee of a property to explore for and to produce and own oil, gas, or other minerals. The
working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

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Prospectus




                                                                $500,000,000
                                                              Debt Securities
                                                              Common Stock
                                                              Preferred Stock
                                                                 Warrants

      We may offer and sell the securities listed above from time to time in one or more offerings in one or more classes or series.

      The aggregate initial offering price of the securities that we offer will not exceed $500,000,000.

      This prospectus provides you with a general description of the securities that may be offered. Each time securities are offered, we will
provide a prospectus supplement and attach it to this prospectus. The prospectus supplement will contain more specific information about the
offering and the terms of the securities being offered, including any guarantees by our subsidiaries. A prospectus supplement may also add,
update or change information contained in this prospectus. This prospectus may not be used to offer or sell securities without a prospectus
supplement describing the method and terms of the offering.

       We may sell these securities directly or through agents, underwriters or dealers, or through a combination of these methods. See “Plan of
Distribution.” The prospectus supplement will list any agents, underwriters or dealers that may be involved and the compensation they will
receive. The prospectus supplement will also show you the total amount of money that we will receive from selling the securities being offered,
after the expenses of the offering. You should carefully read this prospectus and any accompanying prospectus supplement, together with the
documents we incorporate by reference, before you invest in any of our securities.

     Investing in any of our securities involves risk. Please read carefully the information included and
incorporated by reference in this prospectus and in any applicable prospectus supplement for a discussion of the
factors you should consider before deciding to purchase our securities. See “ Risk Factors ” beginning on page 2
of this prospectus.
    Our common stock is listed on the NYSE Amex under the symbol “END” and on the London Stock Exchange under the symbol
“ENDV.”

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.




                                                 The date of this prospectus is February 9, 2010
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     In making your investment decision, you should rely only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with any other information. If anyone provides you with different or
inconsistent information, you should not rely on it.

      You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the
front cover of this prospectus. You should not assume that the information contained in the documents incorporated by reference in
this prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results
of operations and prospects may have changed since those dates.


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                                                                                                                                   Page

About This Prospectus                                                                                                                 1
The Company                                                                                                                           1
Risk Factors                                                                                                                          2
Cautionary Statement Concerning Forward-Looking Statements                                                                           16
Use of Proceeds                                                                                                                      17
Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges and Preference Securities Dividends                                 18
Description of Debt Securities                                                                                                       18
Description of Capital Stock                                                                                                         29
Description of Warrants                                                                                                              34
Plan of Distribution                                                                                                                 35
Legal Matters                                                                                                                        36
Experts                                                                                                                              37
Where You Can Find More Information                                                                                                  37
Incorporation of Certain Documents by Reference                                                                                      37
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                                                            About This Prospectus

      This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration or continuous offering process. Using this process, we may offer any combination of the securities described in this prospectus in
one or more offerings with a total initial offering price of up to $500,000,000. In this prospectus (including the documents incorporated by
reference), we have summarized material provisions of contracts and other documents, which are included as exhibits to the registration
statement. For a complete description of their terms, you should review the full text of the documents.

      This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer
securities, we will provide you with a prospectus supplement containing specific information about the terms of the securities being offered.
That prospectus supplement may include additional risk factors or other considerations applicable to that offering. A prospectus supplement
may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any
prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

      You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. We
have not authorized any person to give any information or to make any representations not contained or incorporated by reference in this
prospectus. This prospectus is neither an offer to sell nor a solicitation of an offer to buy securities where an offer or solicitation would be
unlawful. You should not assume the information in this prospectus or a prospectus supplement is accurate as of any date other than the date on
the front of the documents.

      Except as otherwise set forth in this prospectus, “the Company,” “we,” “our,” and “us” refer to Endeavour International Corporation and
its consolidated subsidiaries.


                                                                 The Company

     We are an international oil and gas exploration and production company focused on the acquisition, exploration, development and
production of energy reserves in the North Sea and United States.

      Endeavour International Corporation is a Nevada corporation. Our principal executive offices are located at 1001 Fannin Street,
Suite 1600, Houston, Texas 77002, and our telephone number is (713) 307-8700. Our website is www.endeavourcorp.com . The information on
our website is not part of this prospectus.

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                                                                   Risk Factors

      You should carefully consider each of the following risks and all of the information set forth in this prospectus and in the documents we
incorporate by reference before deciding to invest in any of our securities. If any of the following risks and uncertainties develop into actual
events, our business, financial condition, results of operations or cash flows could be materially adversely affected. In that case, the trading
price of our common stock or value of our other securities could decline and you may lose all or part of your investment.

Risks Related to Our Business
   The recent worldwide financial and credit crisis could lead to an extended worldwide economic recession and have a material adverse
   effect on our results of operations and liquidity, which could hinder or prevent us from meeting our future capital needs.
      The recent worldwide financial and credit crisis has reduced the availability of liquidity and credit to fund the continuation and expansion
of industrial business operations worldwide. The shortage of liquidity and credit combined with recent substantial losses in worldwide equity
markets could lead to an extended worldwide economic recession. A recession or slowdown in economic activity would likely reduce
worldwide demand for energy and result in lower oil and gas prices, which could materially adversely affect our profitability and results of
operations and ability to obtain funding for our projects, including the development of our North Sea discoveries: Rochelle, Columbus and
Cygnus.

       In addition, we may be unable to obtain adequate funding under our current senior bank facility because (i) our lending counterparties
may be unwilling or unable to meet their funding obligations or (ii) our borrowing base under our current senior bank facility is redetermined at
least twice per year and was reduced twice in 2009 as a result of lower oil or gas prices, declines in reserves and lending requirements or
regulations.

        Due to these factors, we cannot be certain that funding will be available if needed, and to the extent required, on acceptable terms or at
all. If funding is not available as needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due,
or we may be unable to implement our capital program, enhance our existing business, complete acquisitions or otherwise take advantage of
business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our production, revenues and
results of operations.

   Oil and gas prices are volatile, and a decline in oil and gas prices would reduce our revenues, profitability and cash flow and impede our
   growth.
      Our revenues, profitability and cash flow depend substantially upon the prices and demand for oil and gas. The markets for these
commodities are volatile, and even relatively modest drops in prices can significantly affect our financial results and impede our growth. Oil
and gas prices increased to, and then declined significantly from, historical highs in 2008 and may fluctuate and decline significantly in the near
future. Prices for oil and gas fluctuate in response to relatively minor changes in the supply and demand for oil and gas, market uncertainty and
a variety of additional factors beyond our control, such as:
        •    global supply of oil and gas;
        •    level of consumer product demand;
        •    technological advances affecting oil and gas consumption;
        •    global economic conditions;
        •    price and availability of alternative fuels;
        •    actions of the Organization of Petroleum Exporting Countries and other state-controlled oil companies relating to oil price and
             production controls;

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        •    governmental regulations and taxation;
        •    political conditions in or affecting other oil-producing and gas-producing countries;
        •    weather conditions;
        •    the proximity, capacity, cost and availability of pipelines and other transportation facilities; and
        •    the impact of energy conservation efforts.

      Lower oil and gas prices may not only decrease our revenues on a per unit basis, but significant or extended price declines may also
reduce the amount of oil and gas that we can produce economically. A reduction in production could result in a shortfall in expected cash flows
and require us to reduce capital spending or borrow funds to cover any such shortfall. Any of these factors could negatively impact our ability
to replace our production and our future rate of growth.

      In addition, we may, from time to time, enter into long-term contracts based upon our reasoned expectations for commodity price levels.
If commodity prices subsequently decrease significantly for a sustained period, we may be unable to perform our obligations or otherwise
breach the contract and be liable for damages.

   Our exploration and development activities may not be commercially successful.
      Exploration activities involve numerous risks, including the risk that no commercially productive oil or gas reservoirs will be discovered.
In addition, the future cost and timing of drilling, completing and producing wells is often uncertain. Furthermore, drilling operations may be
curtailed, delayed or canceled as a result of a variety of factors, including:
        •    unexpected drilling conditions;
        •    pressure or irregularities in formations;
        •    equipment failures or accidents;
        •    adverse weather conditions;
        •    compliance with governmental regulations;
        •    unavailability or high cost of drilling rigs, equipment or labor;
        •    lack of co-participant support;
        •    reductions in oil and gas prices; and
        •    limitations in the market for oil and gas.

     If any of these factors were to occur with respect to a particular project, we could lose all or a part of our investment in the project, or we
could fail to realize the expected benefits from the project, either of which could materially and adversely affect our revenues and profitability.

   To maintain and grow our production and cash flow, we must continue to develop and produce existing reserves and discover or acquire
   new oil and gas reserves to develop and produce.
      Our future oil and gas production is highly dependent upon our level of success in finding or acquiring additional reserves. Producing oil
and gas reserves are generally characterized by declining production rates that vary depending on reservoir characteristics and other factors.
Our reserves will decline unless we acquire properties with proved reserves or conduct successful development and exploration drilling
activities. We accomplish this through successful drilling programs and the acquisition of properties. However, we may be unable to find,
develop or acquire additional reserves or production at an acceptable cost or at all. If we are unable to find, develop or acquire additional
reserves to replace our current and future production, our production rates will decline even if we drill the undeveloped locations that were
included in our estimated proved reserves.

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Our future oil and gas reserves and production, and therefore our cash flow and income, are dependent on our success in economically finding
or acquiring new reserves and efficiently developing our existing reserves.

   Our development and exploration operations, including our recent North Sea discoveries, require substantial capital, and we may be
   unable to obtain needed capital or financing on satisfactory terms, which could lead to a loss of properties and a decline in our oil and
   gas reserves.
      The oil and gas industry is capital intensive. We make and expect to continue to make substantial capital expenditures in our business and
operations for the exploration, development, production and acquisition of oil and gas reserves, including expenditures relating to the
development of our discoveries in the North Sea and our acreage position in the Haynesville Shale and other U.S. plays. We intend to finance
our future capital expenditures primarily with cash flow from operations and borrowings under our revolving credit facility. Our cash flow
from operations and access to capital is subject to a number of variables, including:
        •    our proved reserves;
        •    the level of natural gas and crude oil we are able to produce from existing wells;
        •    the prices at which natural gas and crude oil are sold; and
        •    our ability to acquire, locate and produce new reserves.

      If our revenues decrease as a result of lower oil and gas prices, operating difficulties, declines in reserves or for any other reason, we may
have limited ability to obtain the capital necessary to sustain our operations at current levels or to further develop and exploit our current
properties, or for exploratory activity. In order to fund our capital expenditures, we may need to seek additional financing. Our credit
agreements contain covenants restricting our ability to incur additional indebtedness without the consent of the lenders. Our lenders may
withhold this consent in their sole discretion. In addition, if our borrowing base is redetermined resulting in a lower borrowing base under our
revolving credit facility, we may be unable to obtain financing otherwise available under our revolving credit facility.

      Furthermore, we may not be able to obtain debt or equity financing on terms favorable to us, or at all. In particular, the cost of raising
money in the debt and equity capital markets has increased substantially while the availability of funds from those markets generally has
diminished significantly. Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties
specifically, the cost of obtaining money from the credit markets generally has increased as many lenders and institutional investors have
increased interest rates, enacted tighter lending standards, refused to refinance existing debt at maturity on terms that are similar to existing
debt, and reduced, or in some cases ceased, to provide funding to borrowers. The failure to obtain additional financing could result in a
curtailment of our operations relating to exploration and development of our prospects, which in turn could lead to a possible loss of properties
and a decline in our natural gas, crude oil and natural gas liquids reserves.

   We may be unable to make attractive acquisitions, and any acquisition we complete is subject to substantial risks that could impact our
   business.
      As part of our growth strategy, we intend to pursue strategic acquisitions of new properties or businesses that expand our current asset
base and potentially offer unexploited reserve potential. Our growth strategy following the full development of our existing properties could be
impeded if we are unable to acquire additional interests in oil and gas prospects on a profitable basis. Acquisition opportunities in the oil and
gas industry are very competitive, which can increase the cost of, or cause us to refrain from, completing acquisitions. The success of any
acquisition will depend on a number of factors and involves potential risks, including among other things:
        •    the inability to estimate accurately the costs to develop the interests in oil and gas prospects, the recoverable volumes of reserves,
             rates of future production and future net cash flows attainable from the reserves;

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        •    the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which the indemnity we receive is
             inadequate;
        •    the validity of assumptions about costs, including synergies;
        •    the impact on our liquidity or financial leverage of using available cash or debt to finance acquisitions;
        •    the diversion of management’s attention from other business concerns; and
        •    an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets.

      All of these factors affect whether an acquisition will ultimately generate cash flows sufficient to provide a suitable return on investment.
Even though we perform a review of the properties we seek to acquire that we believe is consistent with industry practices, such reviews are
often limited in scope. As a result, among other risks, our initial estimates of reserves may be subject to revision following an acquisition,
which may materially and adversely impact the desired benefits of the acquisition.

   We have recently commenced exploration, production and development operations in the United States, and as a result, our ability to
   successfully achieve our goals is subject to greater risk and uncertainty.
      In 2008, we began to pursue exploration, production and development activities in the United States. Because we have limited production
history in this geographic region, we are less able to use past operational results to help predict future results. Our lack of operational
experience in the United States may result in our not being able to fully execute our expected drilling programs in this region, and the return on
investment from our United States operations may not be as attractive as expected. We cannot assure you that our efforts in the United States
will be successful, or if successful will achieve the resource potential levels that we currently anticipate or achieve the anticipated economic
returns based on our current financial models.

   Our debt level could negatively impact our financial condition, results of operations and business prospects.
     As of September 30, 2009, we had $178.2 million in outstanding indebtedness. Our level of indebtedness could have important
consequences on our operations, including:
        •    placing restrictions on certain operating activities;
        •    making it more difficult for us to satisfy our obligations under our indentures or the terms of our other debt instruments and
             increasing the risk that we may default on our debt obligations;
        •    requiring us to dedicate a substantial portion of our cash flow from operating activities to required payments on debt, thereby
             reducing the availability of cash flow for working capital, capital expenditures and other general business activities;
        •    limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and other
             general business activities;
        •    decreasing our ability to withstand a downturn in our business or the economy generally; and
        •    placing us at a competitive disadvantage against other less leveraged competitors.

       We may not have sufficient funds to repay our outstanding debt. If we are unable to repay our debt out of cash on hand, we could attempt
to refinance such debt, sell assets or repay such debt with the proceeds from an equity offering. In addition, we cannot assure you that we will
be able to generate sufficient cash flow from operating activities to pay the interest on our debt or that future borrowings, equity financings or
proceeds from the sale of assets will be available to repay or refinance such debt. Factors that will affect our ability to raise cash through an
offering of our capital stock, a refinancing of our debt or a sale of assets include financial market conditions, our market value, our reserve
levels and our operating performance at the time of such offering or

                                                                          5
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other financing. We cannot assure you that any such offering, refinancing or sale of assets can be successfully completed. The inability to repay
or refinance our debt, could have a material adverse effect on our operations and negatively impact our capital program.

   We will not be the operator of all of the interests we own or acquire, and therefore we may not be in a position to control the timing of
   development efforts, the associated costs, or the rate of production of the reserves in respect of such interests.
      A significant number of our interests, including all of our producing fields, are currently operated by third parties. As a result, we may
have limited ability to exercise influence over the operations of these interests or their associated costs. Dependence on the operator and other
working interest owners for these projects, and limited ability to influence operations and associated costs could prevent the realization of
expected returns on capital in drilling or acquisition activities. The success and timing of development and exploitation activities on properties
operated by others depend upon a number of factors that will be largely outside our control, including:
        •    the operator’s expertise and financial resources;
        •    the timing and amount of their capital expenditures;
        •    the rate of production of the reserves;
        •    approval of other participants to drill wells and implement other work programs;
        •    the availability of suitable drilling rigs, drilling equipment, support vessels, production and transportation infrastructure and
             qualified operating personnel; and
        •    selection of technology.

     Our inability to control the development efforts, costs and timing on the interests where we are not the operator could have a material
adverse effect on our financial conditions, results of operations and business prospects.

   Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
      Our Secured Revolving Loan and a Letter of Credit Facility Agreement (together, the “Debt Agreements”) provide for certain borrowings
at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate
indebtedness would increase even though the amount borrowed would remain the same, and consequently our net income would decrease.

   Competition for oil and gas properties and prospects is intense and some of our competitors have larger financial, technical and
   personnel resources that give them an advantage in evaluating, obtaining and developing properties and prospects.
     We operate in a highly competitive environment for reviewing prospects, acquiring properties, marketing oil and gas and securing trained
personnel. Many of our competitors are major or independent oil and gas companies that have longer operating histories in our areas of
operation and employ superior financial resources which allow them to obtain substantially greater technical and personnel resources and
which better enable them to acquire and develop the prospects that they have identified. We also actively compete with other companies when
acquiring new licenses or oil and gas properties. Our relatively small size could adversely affect our ability to obtain new prospects and
opportunities. Specifically, competitors with greater resources than our own have certain advantages that are particularly important in
reviewing prospects and purchasing properties. Competitors may be able to evaluate, bid for and purchase a greater number of properties and
prospects than our financial or personnel resources permit. Competitors may also be able to pay more for producing oil and gas properties and

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exploratory prospects than we are able or willing to pay. If we are unable to compete successfully in these areas in the future, our future
revenues and growth may be diminished or restricted.

     These competitors may also be better able to withstand sustained periods of unsuccessful drilling or downturns in the economy, including
decreases in the price of commodities as experienced in 2008 and 2009. Larger competitors may also be able to absorb the burden of any
changes in laws and regulations more easily than we can, which would also adversely affect our competitive position. In addition, most of our
competitors have been operating for a much longer time and have demonstrated the ability to operate through industry cycles.

   Market conditions or transportation impediments may hinder our access to oil and gas markets or delay our production.
       Market conditions, the unavailability of satisfactory oil and gas transportation or the remote location of our drilling operations may hinder
our access to oil and gas markets or delay our production. The availability of a ready market for our oil and gas production depends on a
number of factors, including the demand for and supply of oil and gas and the proximity of reserves to pipelines or trucking and terminal
facilities. In offshore operations, the availability of a ready market depends on the proximity of, and our ability to tie into in some cases,
existing production infrastructure or commercially viable terms. We may be required to shut in wells or delay initial production for lack of a
market or because of inadequacy or unavailability of pipeline or gathering system capacity. When that occurs, we are unable to realize revenue
from those wells until the production can be tied to a gathering system. This can result in considerable delays from the initial discovery of a
reservoir to the actual production of the oil and gas and realization of revenues.

   We have limited control over the availability or cost of drilling rigs and other equipment and services which are essential to our
   operations.
       We have limited control over the availability and cost of drilling rigs and other services and equipment which are necessary for us to
carry out our exploration and development activities. Increased drilling activity periodically results in service cost increases and shortages in
drilling rigs, personnel, equipment and supplies in certain areas. Procuring a sufficient number of drilling rigs can be expensive and difficult as
the market for such rigs is highly competitive. There is no assurance that we will be able to contract for such services or equipment on a timely
basis or that the cost of such services and equipment will remain at a satisfactory or affordable level. Shortages or the high cost of drilling rigs,
equipment, supplies or personnel could delay or adversely affect our exploration and development operations, which could have a material
adverse effect on business, financial condition or results of operations. We also rely (and expect to rely in the future) on facilities developed
and owned by third parties in order to store, process, transmit and sell our oil and gas production. Our plans to develop and sell our oil and gas
reserves could be materially and adversely affected by the inability or unwillingness of third parties to provide sufficient transmission, storage
or processing facilities to us.

   Lower oil and gas prices and other factors resulted in a ceiling test write-down and may in the future result in additional ceiling test
   write-downs or other impairments.
      We capitalize the costs to acquire, find and develop our oil and gas properties under the full cost accounting method. The net capitalized
costs of our oil and gas properties may not exceed the present value of estimated future net cash flows from proved reserves, using period-end
oil and gas prices and a 10% discount factor, plus the lower of cost or fair market value for unproved properties. If net capitalized costs of our
oil and gas properties exceed this limit, we must charge the amount of the excess to earnings. This is called a “ceiling test write-down.”
Although a ceiling test write-down does not impact cash flow from operating activities, it does reduce net income and our shareholders’ equity.
Once recorded, a ceiling test write-down is not reversible at a later date even if oil and gas prices increase.

      We review the net capitalized costs of our properties quarterly, based on prices in effect (excluding the effect of our hedging contracts
that are not designated for hedge accounting) as of the end of each quarter or as of

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the time of reporting our results. The net capitalized costs of oil and gas properties are computed on a country-by-country basis. Therefore,
while our properties in one country may be subject to a write-down, our properties in other countries could be unaffected. We also assess
investments in unproved properties periodically to determine whether impairment has occurred.

      The risk that we will be required to further write down the carrying value of our oil and gas properties increases when oil and gas prices
are low or volatile. In addition, write-downs may occur if we experience substantial downward adjustments to our estimated proved reserves or
our unproved property values, or if estimated future development costs increase. We may experience further ceiling test write-downs or other
impairments in the future. In addition, any future ceiling test cushion would be subject to fluctuation as a result of acquisition or divestiture
activity.

   Approximately 47% of our total estimated proved reserves at December 31, 2008 were proved undeveloped reserves.
      Recovery of proved undeveloped reserves requires significant capital expenditures and successful drilling operations. The reserve data
included in the reserve engineer reports assumes that substantial capital expenditures are required to develop such reserves. Although cost and
reserve estimates attributable to our natural gas and crude oil reserves have been prepared in accordance with industry standards, we cannot be
sure that the estimated costs are accurate, that development will occur as scheduled or that the results of such development will be as estimated.

   The present value of future net cash flows from our proved reserves will not necessarily be the same as the current market value of our
   estimated oil and gas reserves.
       You should not assume that the present value of future net revenues from our proved reserves referred to in this prospectus is the current
market value of our estimated oil and gas, crude oil and natural gas liquids reserves. In accordance with the requirements of the SEC, the
estimated discounted future net cash flows from our proved reserves are based on prices and costs on the date of the estimate, held flat for the
life of the properties. Actual future prices and costs may differ materially from those used in the present value estimate. The present value of
future net revenues from our proved reserves as of December 31, 2008 for gas was based on: (i) a Houston Ship Channel spot market price of
$5.24 per MMbtu for our United States properties and (ii) National Balancing Point spot market price of $8.70 per MMbtu for our Norwegian
and United Kingdom properties. The present value of future net revenues from our proved reserves as of December 31, 2008 for oil was based
on: (i) a West Texas Intermediate posted price of $41.00 per barrel for our United States properties and (ii) a Dated Brent posted price of
$36.55 per barrel for our Norwegian and United Kingdom properties.

      Actual future net cash flows will also be affected by increases or decreases in consumption by oil and gas purchasers and changes in
governmental regulations or taxation. The timing of both the production and the incurrence of expenses in connection with the development
and production of oil and gas properties affects the timing of actual future net cash flows from proved reserves. In addition, the 10% discount
factor, which is required by the SEC to be used in calculating discounted future net cash flows for reporting purposes, is not necessarily the
most appropriate discount factor. The effective interest rate at various times and the risks associated with our business or the oil and gas
industry in general will affect the accuracy of the 10% discount factor.

   Our estimates of proved reserves and related PV-10 and standardized measure of discounted future net cash flows, which are prepared
   and presented under existing SEC rules, may change materially as a result of new SEC rules that will go into effect for fiscal years
   ending on or after December 31, 2009.
     This prospectus presents estimates of our proved reserves and related PV-10 and standardized measure of discounted future net cash
flows as of December 31, 2008, which estimates have been prepared and presented

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under existing SEC rules. The SEC has adopted new rules that are effective for fiscal years ending on or after December 31, 2009, which will
require SEC reporting companies to prepare their reserves estimates using revised reserve definitions and revised pricing based on 12-month
unweighted first-day-of-the-month average pricing. The pricing to be utilized for estimates of our gas reserves as of December 31, 2009 will be
based on an unweighted average twelve month and is anticipated to be (i) Henry Hub spot price of $3.86 per MMBtu for our United States
properties and (ii) National Balancing Point spot market price of $4.96 per MMbtu for our Norwegian and United Kingdom properties. The
pricing to be utilized for estimates of our oil reserves as of December 31, 2009 will be based on an unweighted average twelve month and is
anticipated to be (i) West Texas Intermediate posted price of $61.08 per barrel for our United States properties and (ii) Dated Brent posted price
of $60.40 per barrel for our United Kingdom properties.

     Another impact of the new SEC rules is a general requirement that, subject to limited exceptions, proved undeveloped reserves may only
be booked if they relate to wells where development activities commence within five years of the date of booking. This new rule may limit our
potential to book additional proved undeveloped reserves as we pursue our drilling program.

      The SEC has released only limited interpretive guidance regarding reporting of reserve estimates under the new rules and may not issue
further interpretive guidance on the new rules prior to the end of 2009. We have not determined the impact the new rules may have on our
estimates of our proved reserves and related PV-10 and standardized measure of discounted future net cash flows as of December 31, 2009 or
as of September 30, 2009, but the impact of the new rules on such estimates, and in particular the estimates of proved undeveloped reserves,
could be material.

   Reserve estimates depend on many assumptions that may turn out to be inaccurate and any material inaccuracies in the reserve
   estimates or underlying assumptions of our assets will materially affect the quantities and present value of those reserves.
       Estimating oil and gas reserves is complex and inherently imprecise. It requires interpretation of the available technical data and making
many assumptions about future conditions, including price and other economic factors. In preparing such estimates, projection of production
rates, timing of development expenditures and available geological, geophysical, production and engineering data are analyzed. The extent,
quality and reliability of these data can vary. This process also requires economic assumptions about matters such as oil and gas prices, drilling
and operating expenses, capital expenditures, taxes and availability of funds. If our interpretations or assumptions used in arriving at our
reserve estimates prove to be inaccurate, the amount of oil and gas that will ultimately be recovered may differ materially from the estimated
quantities and net present value of reserves owned by us.

   Actual production could differ significantly from forecasts.
       From time to time we provide forecasts of expected quantities of future oil and gas production. These forecasts are based on a number of
estimates, including expectations of production decline rates from existing wells and the outcome of future drilling activity. Should these
estimates prove inaccurate, actual production could be adversely impacted. Downturns in commodity prices could make certain drilling
activities or production uneconomical, which would also adversely impact production. In addition, we may adjust estimates of proved reserves
to reflect production history, results of exploration and development, prevailing oil and gas prices and other factors, many of which are beyond
our control.

   Our financial results could be adversely affected by goodwill impairments.
     As a result of mergers, acquisitions and dispositions, at September 30, 2009 we had $221.9 million of goodwill on our balance sheet.
Goodwill is not amortized, but instead must be tested at least annually for impairment by applying a fair-value-based test. Goodwill is deemed
impaired to the extent that its carrying amount exceeds the fair value of the reporting unit. Although our latest tests indicate that no goodwill

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impairment is currently required, future deterioration in market conditions could lead to goodwill impairments that could have a substantial
negative effect on our profitability.

   Our expectations for future drilling activities will be realized over several years, making them susceptible to uncertainties that could
   materially alter the occurrence or timing.
       We have identified drilling locations and prospects for future drilling opportunities, including development, exploratory and other drilling
and enhanced recovery activities. These drilling locations and prospects represent a significant part of our future drilling plans. Our ability to
drill and develop these locations depends on a number of factors, including the availability of capital, seasonal conditions, third-party operators,
regulatory approvals, negotiation of agreements with third parties, commodity prices, costs and drilling results. Because of these uncertainties,
we cannot give any assurance as to the timing of these activities or that they will ultimately result in the realization of proved reserves or meet
our expectations for success. As such, our actual drilling and enhanced recovery activities may materially differ from our current expectations,
which could have a significant adverse effect on our financial condition and results of operations.

   Our use of derivative transactions may limit future revenues from price increases and involves the risk that our counterparties may be
   unable to satisfy their obligations to us.
      To manage our exposure to price or interest rate risk with our production, we routinely enter into commodity derivative contracts. The
goal of these derivative contracts is to limit volatility and increase the predictability of cash flow. Although the use of derivative contracts
limits the downside risk of price declines, their use also may limit future revenues from price increases. In addition, derivative contracts may
expose us to the risk of financial loss in certain circumstances, including instances in which our production is less than expected or a sudden,
unexpected event materially impacts oil or gas prices.

      Derivative contracts also involve the risk that counterparties, which generally are financial institutions, may be unable to satisfy their
obligations to us. If any of our counterparties were to default on its obligations to us under the derivative contracts or seek bankruptcy
protection it could have a material adverse effect on our ability to fund our planned activities and could result in a larger percentage of our
future production being subject to commodity price changes. In addition, in the current economic environment and tight financial markets, the
risk of a counterparty default is heightened and it is possible that fewer counterparties will participate in future derivative transactions, which
could result in greater concentration of our exposure to any one counterparty or a larger percentage of our future production being subject to
commodity price changes.

   A change of control may adversely affect our liquidity and require refinancing of certain debt instruments.
      At September 30, 2009, we had $48.5 million outstanding under our Debt Agreements. Upon specified change of control events, each
lender under the Debt Agreements may cancel the facility and declare outstanding loans, plus accrued and unpaid interest, outstanding letters of
credit and other outstanding fees, if any, due and payable. Additionally we have outstanding $81.25 million of 6.0% convertible senior notes
due 2012. Upon specified change of control events, each holder of those notes may require us to purchase all or a portion of the holder’s notes
at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, up to but excluding the date of purchase, plus in
certain circumstances, a makewhole premium.

      We also had $48.4 million of 11.5% guaranteed convertible bonds due 2014 outstanding at September 30, 2009, and in November 2009,
we issued $50.0 million of 12.0% senior subordinated notes due 2014. If we undergo a change of control, as defined by the respective note
agreements, the holders of these bonds also have the right, subject to certain conditions, to redeem the bonds and accrued interest. We cannot
assure you we would have sufficient financial resources to purchase the notes for cash or repay the lenders under our Debt Agreements upon
the occurrence of a change of control. If a change of control occurs, we may be required to refinance our

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indebtedness. There can be no assurance that we would be able to refinance our indebtedness or, if a refinancing were to occur, that the
refinancing would be on terms favorable to us.

   The adoption of derivatives legislation by the U.S. Congress could have an adverse impact on our ability to hedge risks associated with
   our business.
       Several proposals for derivative reform have been developed by committees across both the U.S. House of Representatives and the
U.S. Senate. These proposals are focused on expanding Federal regulation surrounding the use of financial derivative instruments, including
credit default swaps, commodity derivatives and other over-the-counter derivatives. Among the recommendations included in the proposals are
the requirements for centralized clearing or settling of such derivatives as well as the expansion of collateral margin requirements for certain
derivative-market participants. Depending on the ultimate form of legislation, our derivatives utilization could be adversely affected with
(i) greater administrative burden, (ii) limitations on the form and use of derivatives, and (iii) expanded collateral margin requirements.

      Although it is not possible at this time to predict when the U.S. Congress may act on derivatives legislation, any laws or regulations that
may be adopted that subject us to additional collateral margin requirements relating to, or additional restrictions on, our trading and commodity
positions could have an adverse effect on the cost of our hedging activity.

   Our exploratory drilling projects are based in part on seismic data, which cannot ensure the commercial success of the project.
      Our decisions to purchase, explore, develop and exploit prospects or properties depend in part on data obtained through geophysical and
geological analyses, production data and engineering studies, the results of which are often uncertain. Even when used and properly interpreted,
seismic data and visualization techniques only assist geoscientists and geologists in identifying subsurface structures and hydrocarbon
indicators. Seismic data do not enable an interpreter to conclusively determine whether hydrocarbons are present or producible economically.
In addition, the use of seismic and other advanced technologies may require greater predrilling expenditures than other drilling strategies.
Because of these factors, we could incur losses as a result of exploratory drilling expenditures. Poor results from exploration activities could
have a material adverse effect on our future cash flows, ability to replace reserves and results of operations.

   Our offshore operations involve special risks that could increase our cost of operations and adversely affect our ability to produce oil and
   gas.
      Offshore operations are subject to a variety of operating risks specific to the marine environment, such as capsizing, collisions and
damage or loss from hurricanes or other adverse weather conditions. These conditions can cause substantial damage to facilities and interrupt
production. As a result, we could incur substantial liabilities that could reduce or eliminate the funds available for exploration, development or
leasehold acquisitions, or result in loss of equipment and properties.

      Offshore drilling in the North Sea generally requires more time and more advanced drilling technologies, involving a higher risk of
technological failure and usually higher drilling costs. Moreover, offshore projects often lack proximity to the physical and oilfield service
infrastructure, necessitating significant capital investment in subsea flow line infrastructure. Subsea tieback production systems require
substantial time and the use of advanced and very sophisticated installation equipment supported by remotely operated vehicles. These
operations may encounter mechanical difficulties and equipment failures that could result in significant cost overruns. As a result, a significant
amount of time and capital must be invested before we can market the associated oil or gas, increasing both the financial and operational risk
involved with these operations. Because of the lack and high cost of infrastructure, some offshore reserve discoveries may never be produced
economically.

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   We operate internationally and are subject to political, economic and other uncertainties.
     We currently have operations in the United States, United Kingdom and the Netherlands. We may expand our operations to other
countries or regions. International operations are subject to political, economic and other uncertainties, including:
        •    the risk of war, acts of terrorism, revolution, border disputes, expropriation, renegotiation or modification of existing contracts, and
             import, export and transportation regulations and tariffs;
        •    taxation policies, including royalty and tax increases and retroactive tax claims;
        •    exchange controls, currency fluctuations and other uncertainties arising out of foreign government sovereignty over our
             international operations;
        •    laws and policies of the U.S. affecting foreign trade, taxation and investment; and
        •    the possibility of being subject to the exclusive jurisdiction of foreign courts in connection with legal disputes and the possible
             inability to subject foreign persons to the jurisdiction of courts in the United States.

      The exploration, production and sale of oil and gas are extensively regulated by governmental bodies. Applicable legislation is under
constant review for amendment or expansion. These efforts frequently result in an increase in the regulatory burden on companies in our
industry and consequently an increase in the cost of doing business and decrease in profitability. Numerous governmental departments and
agencies are authorized to, and have, issued rules and regulations imposing additional burdens on the oil and gas industry that often are costly
to comply with and carry substantial penalties for failure to comply. Production operations are affected by changing tax and other laws relating
to the petroleum industry, by constantly changing administrative regulations and possible interruptions or termination by government
authorities.

      Oil and gas mineral rights may be held by individuals, corporations or governments having jurisdiction over the area in which such
mineral rights are located. As a general rule, parties holding such mineral rights grant licenses or leases to third parties to facilitate the
exploration and development of these mineral rights. The terms of the leases and licenses are generally established to require timely
development. Notwithstanding the ownership of mineral rights, the government of the jurisdiction in which mineral rights are located generally
retains authority over the manner of development of those rights.

   Our insurance may not protect us against business and operating risks, including an operator of a prospect in which we participate
   failing to maintain or obtain adequate insurance.
       Oil and gas operations are subject to particular hazards incident to the drilling and production of oil and gas, such as blowouts, cratering,
explosions, uncontrollable flows of oil, gas or well fluids, fires and pollution and other environmental risks. These hazards can cause personal
injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of
operations. We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. If a significant
accident or other event resulting in damage to our operations, including severe weather, terrorist acts, war, civil disturbances, pollution or
environmental damage, occurs and is not fully covered by insurance, it could adversely affect our financial condition and results of operations.
We do not currently operate all of our oil and gas properties. In the projects in which we own non-operating interests, the operator may
maintain insurance of various types to cover our operations with policy limits and retention liability customary in the industry. The occurrence
of a significant adverse event that is not fully covered by insurance could result in the loss of our total investment in a particular prospect and
additional liability for us, which could have a material adverse effect on our financial condition and results of operations and prospects.

   The cost of decommissioning is uncertain.
      We expect to incur obligations to abandon and decommission certain structures associated with our producing properties. To date, the
industry has little experience of removing oil and gas structures from the

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North Sea. Few of the structures in the North Sea have been removed. Certain groups have been established to study issues relating to
decommissioning and abandonment and how the costs will be borne. Because experience is limited, we cannot precisely predict the costs of
any future decommissions for which we might become obligated. If actual decommission or abandonment costs exceed our estimates or
reserves to satisfy such obligations, our financial condition, results of operations and prospects could be materially adversely affected.

   If we are unable to fulfill commitments under any of our oil and gas interests, we will lose our interest, and our entire investment, in
   such interest.
     Our ability to retain oil and gas interests will depend on our ability to fulfill the commitments made with respect to each interest. We
cannot assure you that we or the other participants in the projects will have the financial ability to fund these potential commitments. If we are
unable to fulfill commitments under any of our interests, we will lose our interest, and our entire investment, in such interest.

   We are subject to environmental regulations that can have a significant impact on our operations.
      Our operations are subject to a variety of national, state, local and international laws and regulations governing the discharge of materials
into the environment or otherwise relating to environmental protection. Failure to comply with these laws and regulations can result in the
imposition of substantial fines and penalties as well as potential orders suspending or terminating our rights to operate. Some environmental
laws to which we are subject to provide for strict liability for pollution damages, rendering a person liable without regard to negligence or fault
on the part of such person. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure
to hazardous substances such as oil and gas related products. Aquatic environments in which we operate are often particularly sensitive to
environmental impacts, which may expose us to greater potential liability than that associated with exploration, development and production at
many onshore locations.

      Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly requirements for
oil and gas exploration and production activities could require us, as well as others in our industry, to make significant expenditures to attain
and maintain compliance which could have a corresponding material adverse effect on our competitive position, financial condition or results
of operations. We cannot provide assurance that we will be able to comply with future laws and regulations to the same extent that we believe
we have in the past. Similarly, we cannot always precisely predict the potential impact of environmental laws and regulations which may be
adopted in the future, including whether any such laws or regulations would restrict our operations in any area.

      Current and future environmental regulations, including restrictions on greenhouse gases due to concerns about climate change, could
reduce the demand for our products. Our business, financial condition and results of operations could be materially and adversely affected if
this were to occur.

      Under certain environmental laws and regulations, we could be subject to liability arising out of the conduct of operations or conditions
caused by others, or for activities that were in compliance with all applicable laws at the time they were performed. Such liabilities can be
significant, and if imposed could have a material adverse effect on our financial condition or results of operations.

   Governmental regulations to which we are subject could expose us to significant fines and/or penalties and our cost of compliance with
   such regulations could be substantial.
      Oil and gas exploration, development and production are subject to various types of regulation by local, state and national agencies.
Regulations and laws affecting the oil and gas industry are comprehensive and under constant review for amendment and expansion. These
regulations and laws carry substantial penalties for failure to comply. The regulatory burden on the oil and gas industry increases our cost of
doing business and,

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consequently, adversely affects our profitability. In addition, competitive conditions may be substantially affected by various forms of energy
legislation and/or regulation considered from time to time by the governments and/or agencies thereof.

   We are dependent on our executive officers and need to attract and retain additional qualified personnel.
     Our future success depends in large part on the service of our executive officers. The loss of these executives could have a material
adverse effect on our business. Although we have employment agreements with certain of our executive officers, there can be no assurance that
we will have the ability to retain their services. Further, we do not maintain key-person life insurance on any executive officers.

      Our future success also depends upon our ability to attract, assimilate and retain highly qualified technical and other management
personnel who are essential for the identification and development of our prospects. There can be no assurance that we will be able to attract,
integrate and retain key personnel, and our failure to do so would have a material adverse effect on our business.

   Certain U.S. federal income tax deductions currently available with respect to oil and gas exploration and development may be
   eliminated as a result of future legislation.
       President Obama’s Proposed Fiscal Year 2010 Budget includes proposed legislation that would, if enacted into law, make significant
changes to United States tax laws, including the elimination of certain key U.S. federal income tax incentives currently available to oil and gas
exploration and production companies. These changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil
and gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction
for certain domestic production activities, and (iv) an extension of the amortization period for certain geological and geophysical expenditures.
It is unclear whether any such changes will be enacted or how soon any such changes could become effective. The passage of any legislation as
a result of these proposals or any other similar changes in U.S. federal income tax laws could eliminate certain tax deductions that are currently
available with respect to oil and gas exploration and development, and any such change could negatively affect our financial condition and
results of operations.

   Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional
   operating restrictions or delays.
      Legislation has been proposed in Congress to amend the federal Safe Drinking Water Act to require the disclosure of chemicals used by
the oil and gas industry in the hydraulic fracturing process. Hydraulic fracturing involves the injection of water, sand and chemicals under
pressure into rock formations to stimulate oil and natural gas production. Sponsors of bills currently pending before the Senate and House of
Representatives have asserted that chemicals used in the fracturing process may be impacting drinking water supplies. The proposed legislation
would require the reporting and public disclosure of chemicals used in the fracturing process, which could make it easier for third parties
opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing
process are impairing groundwater or causing other damage. In addition, these bills, if adopted, could establish an additional level of regulation
at the federal level that could lead to operational delays or increased operating costs and could result in additional regulatory burdens that could
make it more difficult to perform hydraulic fracturing and increase our costs of compliance and doing business.

   The adoption of climate change legislation or regulations could result in increased operating costs and reduced demand for the oil and
   gas we produce.
     On June 26, 2009, the U.S. House of Representatives approved adoption of the “American Clean Energy and Security Act of 2009,” also
known as the “Waxman-Markey cap-and-trade legislation” or ACESA. The purpose of ACESA is to control and reduce emissions of
“greenhouse gases,” or “GHGs,” in the United States.

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GHGs are certain gases, including carbon dioxide and methane, that may be contributing to warming of the Earth’s atmosphere and other
climatic changes. ACESA would establish an economy-wide cap on emissions of GHGs in the United States and would require an overall
reduction in GHG emissions of 17% (from 2005 levels) by 2020, and by over 80% by 2050. Under ACESA, most sources of GHG emissions
would be required to obtain GHG emission “allowances” corresponding to their annual emissions of GHGs. The number of emission
allowances issued each year would decline as necessary to meet ACESA’s overall emission reduction goals. As the number of GHG emission
allowances declines each year, the cost or value of allowances is expected to escalate significantly. The net effect of ACESA will be to impose
increasing costs on the combustion of carbon-based fuels such as oil, refined petroleum products, and gas. The U.S. Senate has begun work on
its own legislation for controlling and reducing emissions of GHGs in the United States. If the Senate adopts GHG legislation that is different
from ACESA, the Senate legislation would need to be reconciled with ACESA and both chambers would be required to approve identical
legislation before it could become law.

       On December 7, 2009, the U.S. Environmental Protection Agency, or EPA, announced its official finding that emissions of GHGs in the
United States were endangering human health and the environment. This finding ostensibly authorizes EPA to begin regulating emissions of
GHGs under existing provisions of the federal Clean Air Act. EPA has already officially proposed a rule for regulation of GHG emissions from
motor vehicles, and may soon take steps to begin regulating emissions of GHGs from stationary sources. However, many potentially regulated
entities are expected to challenge EPA’s “endangerment” finding and its regulatory proposals to limit emissions of GHGs, and it may be
several years before any such regulations could take effect. President Obama has indicated that his administration prefers the adoption of
legislation to control and reduce emissions of GHGs, but that the administration will proceed to regulate emissions of GHGs under the Clean
Air Act if Congress fails to adopt appropriate legislation. Although it is not possible at this time to predict whether or when Congress may act
on climate change legislation or whether EPA may proceed to develop and implement regulations restricting emissions of GHGs, any laws or
regulations that may be adopted to restrict or reduce emissions of GHGs would likely require us to incur increased operating costs, and could
have an adverse effect on demand for the oil and gas we produce.

Risks Relating to Our Common Stock
   The trading price of our common stock may be volatile.
      Smaller capitalized companies like ours often experience substantial fluctuations in the trading price of their securities. The trading price
of our common stock has fluctuated significantly and in the future may be subject to similar fluctuations. The trading price may be affected by
a number of factors, including those set forth elsewhere herein, as well as our operating results, financial condition, announcements or drilling
activities, general conditions in the oil and gas exploration and development industry, and other events or factors, some of which may be
unrelated to our performance or prospects or to conditions in the industry as a whole.

   There is a limited market for our common stock.
      Our common stock is traded on the NYSE Amex and the London Stock Exchange. Historically, there has not been an active trading
market for a significant volume of our common stock. We are not certain that an active trading market for our common stock will develop, or if
such a market develops, that it will be sustained, which may make it difficult for you to sell your shares of common stock in the future.

   If we, our existing stockholders or holders of our securities that are convertible into shares of our common stock sell additional shares of
   our common stock, the market price of our common stock could significantly decline.
      The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the public
market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, might make it more difficult for
us to sell equity securities in the future at a time and at a price that we deem appropriate.

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     As of December 1, 2009, we had approximately 131.2 million shares of common stock outstanding. Of those shares, approximately
2.9 million shares are restricted shares subject to vesting periods of up to three years. The remainder of these shares is freely tradable.

      In addition, approximately 3.4 million shares are issuable upon the exercise of presently outstanding stock options under our employee
incentive plans and 0.4 million shares are issuable upon the exercise of presently outstanding options and warrants outside our employee
incentive plans. Also 16.2 million shares are issuable upon the conversion of our convertible senior notes due 2012 and 40.0 million shares are
issuable upon conversion of our Series C Preferred Stock, based upon the conversion price of $1.25, and 20.9 million shares are issuable upon
conversion of our 11.5% convertible bonds, based on a conversion price of $2.36.

   Provisions in our articles of incorporation, bylaws and the Nevada Revised Statutes may discourage a change of control.
      Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws and the Nevada Revised
Statutes, or NRS, could delay or make more difficult a change of control transaction or other business combination that may be beneficial to
stockholders. These provisions include, but are not limited to, the ability of our board of directors to issue a series of preferred stock,
classification of our board of directors into three classes and limiting the ability of our stockholders to call a special meeting.

       We are subject to the “Combinations With Interested Stockholders Statute” and the “Control Share Acquisition Statute” of the NRS. The
Combinations Statute provides that specified persons who, together with affiliates and associates, own, or within three years did own, 10% or
more of the outstanding voting stock of a corporation cannot engage in specified business combinations with the corporation for a period of
three years after the date on which the person became an interested stockholder, unless the combination or the transaction by which the person
first became an interested stockholder is approved by the corporation’s board of directors before the person first became an interested
stockholder.

      The Control Share Acquisition Statute provides that persons who acquire a “controlling interest” as defined by the statute, in a company
may only be given full voting rights in their shares if such rights are conferred by the stockholders of the company at an annual or special
meeting. However, any stockholder that does not vote in favor of granting such voting rights is entitled to demand that the company pay fair
value for their shares if the acquiring person has acquired at least a majority of all of the voting power of the company. As such, persons
acquiring a controlling interest may not be able to vote their shares.


                                      Cautionary Statement Concerning Forward-Looking Statements

      Certain matters discussed in this prospectus and the documents we incorporate by reference herein are “forward-looking statements”
intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. These forward-looking statements include statements that express a belief, expectation, or intention, as well as those that are not
statements of historical fact, and may include projections and estimates concerning the timing and success of specific projects and our future
production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate”,
“project”, “predict”, “believe”, “expect”, “anticipate”, “potential”, “plan”, “goal” or other words that convey the uncertainty of future events or
outcomes. We caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and
assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently
subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to
predict and many of

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which are beyond our control. These risks, contingencies and uncertainties, which may not be exhaustive, relate to, among other matters, the
following:
        •    discovery, estimation, development and replacement of oil and gas reserves;
        •    decreases in proved reserves due to technical or economic factors;
        •    drilling of wells and other planned exploitation activities;
        •    timing and amount of future production of oil and gas;
        •    the volatility of oil and gas prices;
        •    availability of drilling and production equipment;
        •    operating costs such as lease operating expenses, administrative costs and other expenses;
        •    our future operating or financial results;
        •    amount, nature and timing of capital expenditures, including future development costs;
        •    cash flow and anticipated liquidity;
        •    availability and terms of capital;
        •    business strategy and the availability of acquisition opportunities; and
        •    factors not known to us at this time.

      Any of these factors, or a combination of these factors, could materially affect our future financial condition or results of operations and
the ultimate accuracy of the forward-looking statements. The forward-looking statements are not guarantees of our future performance, and our
actual results and future developments may differ materially from those projected in the forward-looking statements. In addition, any or all of
our forward-looking statements in this prospectus and the documents incorporated by reference therein and herein may turn out to be incorrect.
They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those mentioned in
“Risk Factors” and elsewhere in this prospectus and the documents incorporated by reference herein. Forward-looking statements speak only as
of the date they were made. Except as required by law, we undertake no obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of this prospectus. These cautionary statements qualify all
forward-looking statements attributable to us or persons acting on our behalf.


                                                                   Use of Proceeds

      Unless we inform you otherwise in a prospectus supplement, the net proceeds from the sale of the securities offered hereby will be used
for general corporate purposes, including repayment or refinancing of debt, acquisitions, working capital, capital expenditures, and repurchases
and redemptions of securities. Pending any specific application, we may initially invest funds in short term marketable securities or apply them
to the reduction of other short term indebtedness.

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                                                   Ratio of Earnings to Fixed Charges and
                                       Earnings to Fixed Charges and Preference Securities Dividends

      The following table contains our consolidated ratio of earnings to fixed charges and ratio of earnings to fixed charges plus preferred stock
dividends for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the
accompanying notes incorporated by reference in this prospectus.

                                                                  Nine Months E
                                                                       nded
                                                                   September 30,                       Year Ended December 31,
                                                                       2009              2008         2007         2006          2005        2004
Ratio of earnings to fixed charges                                            (a )         3.0           (a )        2.1           (a )        (a )
Ratio of earnings to fixed charges and preference
  securities dividends                                                        (b )         2.1          (b )         1.8           (b )        (b )

(a)   Earnings were insufficient to cover fixed charges by $18.8 million for the nine months ended September 30, 2009 and by $66.0 million,
      $36.8 million and $22.6 million for the years ended December 31, 2007, 2005 and 2004, respectively. Earnings included non-cash
      pre-tax charges (income) for impairments of oil and gas properties and unrealized (gains) losses on derivative instruments of
      $69.1 million for the nine months ended September 30, 2009 and $(39.7) million, $89.12 million, $(33.7) million and $27.1 million for
      the years ended December 31, 2008, 2007, 2006 and 2005, respectively.
(b)   Earnings were insufficient to cover fixed charges by $26.7 million for the nine months ended September 30, 2009 and by $77.2 million,
      $37.0 million and $23.0 million for the years ended December 31, 2007, 2005 and 2004, respectively. Earnings included non-cash
      pre-tax charges (income) for impairments of oil and gas properties and unrealized (gains) losses on derivative instruments of
      $69.1 million for the nine months ended September 30, 2009 and $(39.7) million, $89.12 million, $(33.7) million and $27.1 million for
      the years ended December 31, 2008, 2007, 2006 and 2005, respectively.

       The ratios were computed by dividing earnings by fixed charges and by fixed charges plus preferred stock dividends, respectively. For
this purpose, earnings are defined as pretax earnings from continuing operations before adjustment for minority interest and equity losses in
entities with oil and gas properties, plus interest expense, and amortization of debt discount and expense related to indebtedness. Fixed charges
are interest expense, including amortization of debt discount and expenses on indebtedness. Preference securities dividends are the amounts of
pre-tax earnings that are required to pay the dividends on outstanding preference securities.


                                                          Description of Debt Securities

      The Debt Securities will be subordinated debt securities. The Debt Securities will be issued under an indenture among us and a trustee to
be determined (the “Trustee”).

     The Debt Securities may be issued from time to time in one or more series. The particular terms of each series that are offered by a
prospectus supplement will be described in the prospectus supplement.

      The rights of Endeavour International Corporation and our creditors, including holders of the Debt Securities, to participate in the assets
of any subsidiary upon the latter’s liquidation or reorganization, will be subject to the prior claims of the subsidiary’s creditors, except to the
extent that we may ourself be a creditor with recognized claims against such subsidiary.

      We have summarized selected provisions of the Indenture below. The summary is not complete. The form of Indenture has been filed
with the SEC as an exhibit to the registration statement of which this prospectus is a part, and you should read the Indenture for provisions that
may be important to you. Capitalized terms used in the summary have the meanings specified in the Indenture.

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General
      The Indenture provides that Debt Securities in separate series may be issued thereunder from time to time without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series. We will determine
the terms and conditions of the Debt Securities, including the maturity, principal and interest, but those terms must be consistent with the
Indenture. The Debt Securities will be our unsecured obligations.

      The Debt Securities will be subordinated in right of payment to the prior payment in full of all of our Senior Debt (as defined) as
described under “— Subordination of Debt Securities” and in the prospectus supplement applicable to any Debt Securities. If the prospectus
supplement so indicates, the Debt Securities will be convertible into our common stock.

     The applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be issued will be offered for sale
and will describe the following terms of such Debt Securities:
            (1) the title of the Debt Securities;
            (2) the related subordination terms;
            (3) any limit on the aggregate principal amount of the Debt Securities;
            (4) each date on which the principal of the Debt Securities will be payable;
            (5) the interest rate that the Debt Securities will bear and the interest payment dates for the Debt Securities;
            (6) each place where payments on the Debt Securities will be payable;
            (7) any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option;
            (8) any sinking fund or other provisions that would obligate us to redeem or otherwise repurchase the Debt Securities;
            (9) the portion of the principal amount, if less than all, of the Debt Securities that will be payable upon declaration of acceleration
      of the Maturity of the Debt Securities;
            (10) whether the Debt Securities are defeasible;
            (11) any addition to or change in the Events of Default;
            (12) whether the Debt Securities are convertible into our common stock and, if so, the terms and conditions upon which conversion
      will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;
            (13) any addition to or change in the covenants in the Indenture applicable to the Debt Securities; and
            (14) any other terms of the Debt Securities not inconsistent with the provisions of the Indenture.

      Debt Securities, including any Debt Securities that provide for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof (“Original Issue Discount Securities”), may be sold at a substantial discount below
their principal amount. Special U.S. federal income tax considerations applicable to Debt Securities sold at an original issue discount may be
described in the applicable prospectus supplement. In addition, special U.S. federal income tax or other considerations applicable to any Debt
Securities that are denominated in a currency or currency unit other than U.S. dollars may be described in the applicable prospectus
supplement.

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Subordination of Debt Securities
       The indebtedness evidenced by the Debt Securities will, to the extent set forth in the Indenture with respect to each series of Debt
Securities, be subordinate in right of payment to the prior payment in full of all of our Senior Debt and it may also be senior in right of payment
to all of our Subordinated Debt. The prospectus supplement relating to any Debt Securities will summarize the subordination provisions of the
Indenture applicable to that series including:
        •    the applicability and effect of such provisions upon any payment or distribution respecting that series following any liquidation,
             dissolution or other winding-up, or any assignment for the benefit of creditors or other marshalling of assets or any bankruptcy,
             insolvency or similar proceedings;
        •    the applicability and effect of such provisions in the event of specified defaults with respect to any Senior Debt, including the
             circumstances under which and the periods during which we will be prohibited from making payments on the Debt Securities; and
        •    the definition of Senior Debt applicable to the Subordinated Debt Securities of that series and, if the series is issued on a senior
             subordinated basis, the definition of Subordinated Debt applicable to that series.

      The prospectus supplement will also describe as of a recent date the approximate amount of Senior Debt to which the Debt Securities of
that series will be subordinated.

     The failure to make any payment on any of the Debt Securities by reason of the subordination provisions of the Indenture described in the
prospectus supplement will not be construed as preventing the occurrence of an Event of Default with respect to the Debt Securities arising
from any such failure to make payment.

      The subordination provisions described above will not be applicable to payments in respect of the Debt Securities from a defeasance trust
established in connection with any legal defeasance or covenant defeasance of the Debt Securities as described under “— Legal Defeasance
and Covenant Defeasance.”

Form, Exchange and Transfer
      The Debt Securities of each series will be issuable only in fully registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral multiples thereof.

      At the option of the Holder, subject to the terms of the Indenture and the limitations applicable to Global Securities, Debt Securities of
each series will be exchangeable for other Debt Securities of the same series of any authorized denomination and of a like tenor and aggregate
principal amount.

       Subject to the terms of the Indenture and the limitations applicable to Global Securities, Debt Securities may be presented for exchange as
provided above or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the
Security Registrar or at the office of any transfer agent designated by us for such purpose. No service charge will be made for any registration
of transfer or exchange of Debt Securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge
payable in that connection. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be,
being satisfied with the documents of title and identity of the person making the request. The Security Registrar and any other transfer agent
initially designated by us for any Debt Securities will be named in the applicable prospectus supplement. We may at any time designate
additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent
acts, except that we will be required to maintain a transfer agent in each Place of Payment for the Debt Securities of each series.

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      If the Debt Securities of any series (or of any series and specified tenor) are to be redeemed in part, we will not be required to (1) issue,
register the transfer of or exchange any Debt Security of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such Debt Security that may be
selected for redemption and ending at the close of business on the day of such mailing or (2) register the transfer of or exchange any Debt
Security so selected for redemption, in whole or in part, except the unredeemed portion of any such Debt Security being redeemed in part.

Global Securities
      Some or all of the Debt Securities of any series may be represented, in whole or in part, by one or more Global Securities that will have
an aggregate principal amount equal to that of the Debt Securities they represent. Each Global Security will be registered in the name of a
Depositary or its nominee identified in the applicable prospectus supplement, will be deposited with such Depositary or nominee or its
custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such
other matters as may be provided for pursuant to the Indenture.

     Notwithstanding any provision of the Indenture or any Debt Security described in this prospectus, no Global Security may be exchanged
in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or any nominee of such Depositary unless:
           (1) the Depositary has notified us that it is unwilling or unable to continue as Depositary for such Global Security or has ceased to
      be qualified to act as such as required by the Indenture, and in either case we fail to appoint a successor Depositary within 90 days;
            (2) an Event of Default with respect to the Debt Securities represented by such Global Security has occurred and is continuing and
      the Trustee has received a written request from the Depositary to issue certificated Debt Securities;
            (3) subject to the rules of the Depositary, we shall have elected to terminate the book-entry system through the Depositary; or
           (4) other circumstances exist, in addition to or in lieu of those described above, as may be described in the applicable prospectus
      supplement.

    All certificated Debt Securities issued in exchange for a Global Security or any portion thereof will be registered in such names as the
Depositary may direct.

      As long as the Depositary, or its nominee, is the registered holder of a Global Security, the Depositary or such nominee, as the case may
be, will be considered the sole owner and Holder of such Global Security and the Debt Securities that it represents for all purposes under the
Debt Securities and the Indenture. Except in the limited circumstances referred to above, owners of beneficial interests in a Global Security will
not be entitled to have such Global Security or any Debt Securities that it represents registered in their names, will not receive or be entitled to
receive physical delivery of certificated Debt Securities in exchange for those interests and will not be considered to be the owners or Holders
of such Global Security or any Debt Securities that is represents for any purpose under the Debt Securities or the Indenture. All payments on a
Global Security will be made to the Depositary or its nominee, as the case may be, as the Holder of the security. The laws of some jurisdictions
may require that some purchasers of Debt Securities take physical delivery of such Debt Securities in certificated form. These laws may impair
the ability to transfer beneficial interests in a Global Security.

      Ownership of beneficial interests in a Global Security will be limited to institutions that have accounts with the Depositary or its nominee
(“participants”) and to persons that may hold beneficial interests through participants. In connection with the issuance of any Global Security,
the Depositary will credit, on its book-entry

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registration and transfer system, the respective principal amounts of Debt Securities represented by the Global Security to the accounts of its
participants. Ownership of beneficial interests in a Global Security will be shown only on, and the transfer of those ownership interests will be
effected only through, records maintained by the Depositary (with respect to participants’ interests) or any such participant (with respect to
interests of Persons held by such participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests
in a Global Security may be subject to various policies and procedures adopted by the Depositary from time to time. None of us, the Trustees or
the agents of us, or the Trustees will have any responsibility or liability for any aspect of the Depositary’s or any participant’s records relating
to, or for payments made on account of, beneficial interests in a Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.

Payment and Paying Agents
      Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a Debt Security on any Interest Payment Date
will be made to the Person in whose name such Debt Security (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest.

      Unless otherwise indicated in the applicable prospectus supplement, principal of and any premium and interest on the Debt Securities of a
particular series will be payable at the office of such Paying Agent or Paying Agents as we may designate for such purpose from time to time,
except that at our option payment of any interest on Debt Securities in certificated form may be made by check mailed to the address of the
Person entitled thereto as such address appears in the Security Register. Unless otherwise indicated in the applicable prospectus supplement,
the corporate trust office of the Trustee under the Indenture in The City of New York will be designated as the sole Paying Agent for payment
with respect to Debt Securities of each series. Any other Paying Agents initially designated by us for the Debt Securities of a particular series
will be named in the applicable prospectus supplement. We may at any time designate additional Paying Agents or rescind the designation of
any Paying Agent or approve a change in the office through which any Paying Agent acts, except that we will be required to maintain a Paying
Agent in each Place of Payment for the Debt Securities of a particular series.

     All money paid by us to a Paying Agent for the payment of the principal of or any premium or interest on any Debt Security which
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the
Holder of such Debt Security thereafter may look only to us for payment.

Consolidation, Merger and Sale of Assets
     Unless otherwise specified in the prospectus supplement, we may not consolidate with or merge into, or transfer, lease or otherwise
dispose of all or substantially all of our assets to, any Person (a “successor Person”), and may not permit any Person to consolidate with or
merge into us, unless:
            (1) the successor Person (if not us) is a corporation, partnership, trust or other entity organized and validly existing under the laws
      of any domestic jurisdiction and assumes our obligations on the Debt Securities and under the Indenture;
            (2) immediately before and after giving pro forma effect to the transaction, no Event of Default, and no event which, after notice or
      lapse of time or both, would become an Event of Default, has occurred and is continuing; and
            (3) several other conditions, including any additional conditions with respect to any particular Debt Securities specified in the
      applicable prospectus supplement, are met.

     The successor Person (if not us) will be substituted for us under the Indenture with the same effect as if it had been an original party to the
Indenture, and, except in the case of a lease, we will be relieved from any further obligations under the Indenture and the Debt Securities.

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Events of Default
      Unless otherwise specified in the prospectus supplement, each of the following will constitute an Event of Default under the Indenture
with respect to Debt Securities of any series:
           (1) failure to pay principal of or any premium on any Debt Security of that series when due, whether or not such payment is
      prohibited by the subordination provisions of the Indenture;
           (2) failure to pay any interest on any Debt Securities of that series when due, continued for 30 days, whether or not such payment is
      prohibited by the subordination provisions of the Indenture;
           (3) failure to deposit any sinking fund payment, when due, in respect of any Debt Security of that series, whether or not such
      deposit is prohibited by the subordination provisions of the Indenture;
            (4) failure to perform or comply with the provisions described under “— Consolidation, Merger and Sale of Assets”;
            (5) failure to perform any of our other covenants in the Indenture (other than a covenant included in the Indenture solely for the
      benefit of a series other than that series), continued for 60 days after written notice has been given by the Trustee, or the Holders of at
      least 25% in principal amount of the Outstanding Debt Securities of that series, as provided in the Indenture;
            (6) any Debt of ourself or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is
      accelerated by its holders because of a default and the total amount of such Debt unpaid or accelerated exceeds $20.0 million;
           (7) any judgment or decree for the payment of money in excess of $20.0 million is entered against us or any Significant Subsidiary
      remains outstanding for a period of 60 consecutive days following entry of such judgment and is not discharged, waived or stayed; and
            (8) certain events of bankruptcy, insolvency or reorganization affecting us or any Significant Subsidiary.

      If an Event of Default (other than an Event of Default with respect to Endeavour International Corporation described in clause (8) above)
with respect to the Debt Securities of any series at the time Outstanding occurs and is continuing, either the Trustee or the Holders of at least
25% in principal amount of the Outstanding Debt Securities of that series by notice as provided in the Indenture may declare the principal
amount of the Debt Securities of that series (or, in the case of any Debt Security that is an Original Issue Discount Debt Security, such portion
of the principal amount of such Debt Security as may be specified in the terms of such Debt Security) to be due and payable immediately,
together with any accrued and unpaid interest thereon. If an Event of Default with respect to Endeavour International Corporation described in
clause (8) above with respect to the Debt Securities of any series at the time Outstanding occurs, the principal amount of all the Debt Securities
of that series (or, in the case of any such Original Issue Discount Security, such specified amount) will automatically, and without any action by
the Trustee or any Holder, become immediately due and payable, together with any accrued and unpaid interest thereon. After any such
acceleration and its consequences, but before a judgment or decree based on acceleration, the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances, rescind and annul such acceleration if all Events of Default with
respect to that series, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in
the Indenture. For information as to waiver of defaults, please read “— Modification and Waiver” below.

      Subject to the provisions of the Indenture relating to the duties of the Trustees in case an Event of Default has occurred and is continuing,
no Trustee will be under any obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the
Holders, unless such Holders have offered to such Trustee reasonable security or indemnity. Subject to such provisions for the indemnification
of the Trustees, the Holders of a majority in principal amount of the Outstanding Debt Securities of any series will have the right to

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direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of that series.

     No Holder of a Debt Security of any series will have any right to institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder, unless:
            (1) such Holder has previously given to the Trustee under the Indenture written notice of a continuing Event of Default with respect
      to the Debt Securities of that series;
           (2) the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that series have made written request, and
      such Holder or Holders have offered reasonable security or indemnity, to the Trustee to institute such proceeding as trustee; and
             (3) the Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in principal amount of
      the Outstanding Debt Securities of that series a direction inconsistent with such request, within 60 days after such notice, request and
      offer.

      However, such limitations do not apply to a suit instituted by a Holder of a Debt Security for the enforcement of payment of the principal
of or any premium or interest on such Debt Security on or after the applicable due date specified in such Debt Security or, if applicable, to
convert such Debt Security.

      We will be required to furnish to the Trustee annually a statement by certain of our officers as to whether or not we, to their knowledge,
are in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such
known defaults.

Modification and Waiver
      We may modify or amend the Indenture without the consent of any holders of the Debt Securities in certain circumstances, including:
           (1) to evidence the succession under the Indenture of another Person to us and to provide for its assumption of our obligations to
      holders of Debt Securities;
            (2) to make any changes that would add any additional covenants of us for the benefit of the holders of Debt Securities or that do
      not adversely affect the rights under the Indenture of the Holders of Debt Securities in any material respect;
              (3) to add any additional Events of Default;
              (4) to provide for uncertificated notes in addition to or in place of certificated notes;
              (5) to secure the Debt Securities;
              (6) to establish the form or terms of any series of Debt Securities;
              (7) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee;
              (8) to cure any ambiguity, defect or inconsistency; or
              (9) to make any change in the subordination provisions that limits or terminates the benefits applicable to any Holder of Senior
      Debt.

     Other modifications and amendments of an Indenture may be made by us and the Trustee with the consent of the Holders of not less than
a majority in principal amount of the Outstanding Debt Securities of each series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Debt Security affected thereby:
              (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security;

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            (2) reduce the principal amount of, or any premium or interest on, any Debt Security;
           (3) reduce the amount of principal of an Original Issue Discount Security or any other Debt Security payable upon acceleration of
      the Maturity thereof;
            (4) change the place or currency of payment of principal of, or any premium or interest on, any Debt Security;
           (5) impair the right to institute suit for the enforcement of any payment due on or any conversion right with respect to any Debt
      Security;
           (6) modify the subordination provisions, or modify any conversion provisions, in either case in a manner adverse to the Holders of
      the Debt Securities;
            (7) reduce the percentage in principal amount of Outstanding Debt Securities of any series, the consent of whose Holders is
      required for modification or amendment of the Indenture;
            (8) reduce the percentage in principal amount of Outstanding Debt Securities of any series necessary for waiver of compliance with
      certain provisions of the Indenture or for waiver of certain defaults;
            (9) modify such provisions with respect to modification, amendment or waiver; or
            (10) following the making of an offer to purchase Debt Securities from any Holder that has been made pursuant to a covenant in
      the Indenture, modify such covenant in a manner adverse to such Holder.

      The Holders of not less than a majority in principal amount of the Outstanding Debt Securities of any series may waive compliance by us
with certain restrictive provisions of the Indenture. The Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may waive any past default under the Indenture, except a default in the payment of principal, premium or interest and
certain covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding Debt
Security of such series.

     The Indenture provides that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have
given or taken any direction, notice, consent, waiver or other action under the Indenture as of any date:
            (1) the principal amount of an Original Issue Discount Security that will be deemed to be Outstanding will be the amount of the
      principal that would be due and payable as of such date upon acceleration of maturity to such date;
           (2) if, as of such date, the principal amount payable at the Stated Maturity of a Debt Security is not determinable (for example,
      because it is based on an index), the principal amount of such Debt Security deemed to be Outstanding as of such date will be an amount
      determined in the manner prescribed for such Debt Security;
            (3) the principal amount of a Debt Security denominated in one or more foreign currencies or currency units that will be deemed to
      be Outstanding will be the United States-dollar equivalent, determined as of such date in the manner prescribed for such Debt Security, of
      the principal amount of such Debt Security (or, in the case of a Debt Security described in clause (1) or (2) above, of the amount
      described in such clause); and
            (4) certain Debt Securities, including those owned by us or any of our Affiliates, will not be deemed to be Outstanding.

     Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the Indenture, in
the manner and subject to the limitations provided

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in the Indenture. In certain limited circumstances, the Trustee will be entitled to set a record date for action by Holders. If a record date is set
for any action to be taken by Holders of a particular series, only persons who are Holders of Outstanding Debt Securities of that series on the
record date may take such action. To be effective, such action must be taken by Holders of the requisite principal amount of such Debt
Securities within a specified period following the record date. For any particular record date, this period will be 180 days or such other period
as may be specified by us (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to
time.

Satisfaction and Discharge
      The Indenture will be discharged and will cease to be of further effect as to all outstanding Debt Securities of any series issued
thereunder, when:
      either:
            (1) (a) all outstanding Debt Securities of that series that have been authenticated (except lost, stolen or destroyed Debt Securities
      that have been replaced or paid and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter
      repaid to us) have been delivered to the Trustee for cancellation; or
            (b) all outstanding Debt Securities of that series that have been not delivered to the Trustee for cancellation have become due and
      payable or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under
      arrangements satisfactory to the Trustee and in any case we have irrevocably deposited with the Trustee as trust funds money in an
      amount sufficient, without consideration of any reinvestment of interest, to pay the entire indebtedness of such Debt Securities not
      delivered to the Trustee for cancellation, for principal, premium, if any, and accrued interest to the Stated Maturity or redemption date;
            (2) we have paid or caused to be paid all other sums payable by us under the Indenture with respect to the Debt Securities of that
      series; and
            (3) we have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
      satisfaction and discharge of the Indenture with respect to the Debt Securities of that series have been satisfied.

Legal Defeasance and Covenant Defeasance
      To the extent indicated in the applicable prospectus supplement, we may elect, at our option at any time, to have our obligations
discharged under provisions relating to defeasance and discharge of indebtedness, which we call “legal defeasance,” or relating to defeasance
of certain restrictive covenants applied to the Debt Securities of any series, or to any specified part of a series, which we call “covenant
defeasance.”

   Legal Defeasance
      The Indenture provides that, upon our exercise of our option (if any) to have the legal defeasance provisions applied to any series of Debt
Securities, we will be discharged from all our obligations, and the provisions of the Indenture relating to subordination will cease to be
effective, with respect to such Debt Securities (except for certain obligations to convert, exchange or register the transfer of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust
for the benefit of the Holders of such Debt Securities of money or U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient (in the opinion of a
nationally recognized firm of independent public accountants) to pay the principal of and any premium and interest on such Debt Securities on
the respective

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Stated Maturities in accordance with the terms of the Indenture and such Debt Securities. Such defeasance or discharge may occur only if,
among other things:
            (1) we have delivered to the Trustee an Opinion of Counsel to the effect that we have received from, or there has been published
      by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that Holders of
      such Debt Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and
      will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such
      deposit and legal defeasance were not to occur;
            (2) no Event of Default or event that with the passing of time or the giving of notice, or both, shall constitute an Event of Default
      shall have occurred and be continuing at the time of such deposit or, with respect to any Event of Default described in clause (8) under
      “— Events of Default,” at any time until 121 days after such deposit;
            (3) such deposit and legal defeasance will not result in a breach or violation of, or constitute a default under, any agreement or
      instrument (other than the Indenture) to which we are a party or by which we are bound;
            (4) at the time of such deposit, no default in the payment of all or a portion of principal of (or premium, if any) or interest on any
      Senior Debt shall have occurred and be continuing, no event of default shall have resulted in the acceleration of any Senior Debt and no
      other event of default with respect to any Senior Debt shall have occurred and be continuing permitting after notice or the lapse of time,
      or both, the acceleration thereof; and
            (5) we have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so
      created to be subject to the Investment Company Act of 1940.

   Covenant Defeasance
       The Indenture provides that, upon our exercise of our option (if any) to have the covenant defeasance provisions applied to any Debt
Securities, we may fail to comply with certain restrictive covenants (but not with respect to conversion, if applicable), including those that may
be described in the applicable prospectus supplement, and the occurrence of certain Events of Default, which are described above in clause (5)
(with respect to such restrictive covenants) and clauses (6) and (7) under “Events of Default” and any that may be described in the applicable
prospectus supplement, will not be deemed to either be or result in an Event of Default and the provisions of the Indenture relating to
subordination will cease to be effective, in each case with respect to such Debt Securities. In order to exercise such option, we must deposit, in
trust for the benefit of the Holders of such Debt Securities, money or U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient (in the opinion of a
nationally recognized firm of independent public accountants) to pay the principal of and any premium and interest on such Debt Securities on
the respective Stated Maturities in accordance with the terms of the Indenture and such Debt Securities. Such covenant defeasance may occur
only if we have delivered to the Trustee an Opinion of Counsel to the effect that Holders of such Debt Securities will not recognize gain or loss
for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance were not to occur, and
the requirements set forth in clauses (2), (3), (4) and (5) above are satisfied. If we exercise this option with respect to any series of Debt
Securities and such Debt Securities were declared due and payable because of the occurrence of any Event of Default, the amount of money
and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such Debt Securities at the time of their
respective Stated Maturities but may not be sufficient to pay amounts due on such Debt Securities upon any acceleration resulting from such
Event of Default. In such case, we would remain liable for such payments.

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Notices
        Notices to Holders of Debt Securities will be given by mail to the addresses of such Holders as they may appear in the Security Register.

Title
    We the Trustee and any agent of us the or the Trustee may treat the Person in whose name a Debt Security is registered as the absolute
owner of the Debt Security (whether or not such Debt Security may be overdue) for the purpose of making payment and for all other purposes.

Governing Law
        The Indenture and the Debt Securities will be governed by, and construed in accordance with, the law of the State of New York.

The Trustee
       We will enter into the Indenture with a Trustee that is qualified to act under the Trust Indenture Act of 1939, as amended, and with any
other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may maintain a banking
relationship in the ordinary course of business with our Trustee and one or more of its affiliates.

   Resignation or Removal of Trustee
      If the Trustee has or acquires a conflicting interest within the meaning of the Trust Indenture Act, the Trustee must either eliminate its
conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the
Indenture. Any resignation will require the appointment of a successor Trustee under the Indenture in accordance with the terms and conditions
of the Indenture.

     The Trustee may resign or be removed by us with respect to one or more series of Debt Securities and a successor Trustee may be
appointed to act with respect to any such series. The holders of a majority in aggregate principal amount of the Debt Securities of any series
may remove the Trustee with respect to the Debt Securities of such series.

   Limitations on Trustee if It Is Our Creditor
     The Indenture will contain certain limitations on the right of the Trustee, in the event that it becomes our creditor, to obtain payment of
claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.

   Certificates and Opinions to Be Furnished to Trustee
       The Indenture will provide that, in addition to other certificates or opinions that may be specifically required by other provisions of the
Indenture, every application by us for action by the Trustee must be accompanied by an Officers’ Certificate and an Opinion of Counsel stating
that, in the opinion of the signers, all conditions precedent to such action have been complied with by us.

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                                                            Description of Capital Stock

General
      Our amended and restated articles of incorporation authorize us to issue 310,000,000 shares of capital stock, consisting of
300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. The
following summary description of our capital stock is not complete and does not give effect to applicable statutory and common law. This
summary description is also subject to the applicable provisions of our amended and restated articles of incorporation and amended and restated
bylaws.

      The transfer agent and registrar for our common stock is StockTrans, Inc., and its telephone number is (610) 649-7300.

Common Stock
      As of December 1, 2009, there were 131,165,229 shares of our common stock issued and outstanding, including 333,333 shares of
unvested restricted common stock pursuant to inducement grants and 1,771,740 shares of unvested restricted stock awards pursuant to our
stock option plans. In addition, as of December 1, 2009, (a) 40,000,000 shares of common stock were reserved for issuance pursuant to the
conversion of our Series C Preferred Stock, (b) 16,185,259 shares of common stock were reserved for issuance pursuant to the conversion of
our 6.00% convertible notes due 2012, (c) 33,490,700 shares of common stock were reserved for issuance pursuant to the conversion of our
11.5% convertible bonds due 2014, (d) 20,200,000 shares of common stock were reserved for issuance pursuant to our stock option plans, of
which options to purchase 3,447,789 shares at a weighted average exercise price of $2.01 per share had been issued, (e) 90,000 shares of
common stock were reserved for issuance pursuant to warrants outside of our stock plans, and (f) 850,000 shares of common stock were
reserved for issuance pursuant to inducement grants.

      Shares of our common stock are alike and equal in all respects and have one vote for each share held of record for the election of
directors and all other matters submitted to the vote of stockholders. Holders of our common stock do not have cumulative voting rights, and
thus, holders of a majority of the shares of our common stock represented at a meeting at which a quorum is present can elect all directors to be
elected at such meeting. Subject to any restrictions imposed by any of our lenders and after any requirements with respect to preferential
dividends, if any, on the preferred stock have been met, then, and not otherwise, dividends payable in cash or in any other medium may be
declared by our board of directors and paid on the shares of common stock out of funds legally available therefore. After satisfaction of all our
debts and liabilities and distribution in full of the preferential amount, if any, to be distributed to the holders of preferred stock in the event of
voluntary or involuntary liquidation, dissolution, distribution of assets or our winding-up, the holders of our common stock shall be entitled to
receive all of our remaining assets of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of
common stock held by them respectively. The holders of our common stock do not have any preferential, preemptive right, or other right of
subscription to acquire any of our shares authorized, issued or sold, or to be authorized, issued or sold (or any instrument convertible into our
shares) other than to the extent, if any, our board of directors may determine from time to time.

Preferred Stock
      Our board of directors has the authority, without stockholder approval, to issue preferred stock in one or more series at such time or times
and for such consideration as our board of directors may determine pursuant to a resolution or resolutions providing for such issuance duly
adopted by our board of directors and may determine, for any series of preferred stock, the terms and rights of the series, including the
following:
        •    the distinctive designation, stated value and number of shares comprising such series, which number may (except where otherwise
             provided by our board of directors in creating such series) be increased or

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             decreased (but not below the number of shares then outstanding) from time to time by action of our board of directors;
        •    the rate of dividend, if any, on the shares of that series, whether dividends shall be cumulative and, if so, from which date, and the
             relative rights of priority, if any, of payment of dividends on shares of that series over shares of any other series;
        •    whether the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption, including the date
             upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary
             under different conditions and at different redemption dates, or the property or rights, including securities of any other corporation,
             payable in case of redemption;
        •    whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and
             amounts payable into such sinking fund;
        •    the rights to which the holders of the shares of that series shall be entitled in the event of our voluntary or involuntary liquidation,
             dissolution, distribution of assets or winding-up and the relative rights of priority, if any, of payment of shares of that series;
        •    whether the shares of that series shall be convertible into or exchangeable for shares of capital stock of any class or any other series
             of preferred stock and, if so, the terms and conditions of such conversion or exchange including the rate of conversion or exchange,
             the date upon or after which they shall be convertible or exchangeable, the duration for which they shall be convertible or
             exchangeable, the event upon or after which they shall be convertible or exchangeable, at whose option they shall be convertible or
             exchangeable, and the method of adjusting the rate of conversion or exchange in the event of a stock split, stock dividend,
             combination of shares or similar event;
        •    whether the shares of that series shall have voting rights in addition to the voting rights provided by law and, if so, the terms of
             such voting rights;
        •    whether the issuance of any additional shares of such series, or of any shares of any other series, shall be subject to restrictions as
             to issuance, or as to the powers, preferences or rights of any such other series; and
        •    any other preferences, privileges and powers, and relative, participating, optional or other special rights, and qualification,
             limitation or restriction of such series, as our board of directors may deem advisable and as shall not be inconsistent with the
             provisions of our amended and restated articles of incorporation and to the full extent now or hereafter permitted by the laws of the
             State of Nevada.

      Because the holders of our preferred stock may be entitled to vote on some matters as a class, issuance of our preferred stock could have
the effect of delaying, deferring or preventing a change of control. The rights of the holders of our common stock may be adversely affected by
the rights of the holders of preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable
flexibility, could have the effect of making it more difficult for a third party to acquire control of us.

Series B Preferred Stock
      Of the 10,000,000 shares of our authorized preferred stock, 376,287 shares are designated as Series B Preferred Stock, par value $0.001
per share. The authorized shares of Series B Preferred Stock were originally 500,000 shares, however, as a result of our repurchase of an
aggregate of 123,713 shares of Series B Preferred Stock in connection with our February 2004 restructuring, the authorized shares were
reduced from 500,000 to 376,287.

      The Series B Preferred Stock generally provides for the following rights, preferences and obligations:
        •    The shares of Series B Preferred Stock accrue a cumulative dividend of 8% of the $100 original issue price of such shares per
             annum, which is payable before any dividend or other distribution on shares of our common stock.

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        •    In the event of our liquidation, dissolution, or winding up, the shares of Series B Preferred Stock have a liquidation preference of
             $100 per share (plus all accrued and unpaid dividends thereon) before any payment or distribution to holders of shares of our
             common stock.
        •    Except as otherwise provided by law, holders of shares of Series B Preferred Stock have the right to vote together with the holders
             of our common stock on all matters presented to holders of our common stock and have one vote per share.
        •    We also have the right to redeem all or any portion of the Series B Preferred Stock at any time by payment of $100 per share plus
             all accrued and unpaid dividends due thereon.

      As of December 1, 2009, there were 19,714 shares of Series B Preferred Stock issued and outstanding.

Series C Preferred Stock
      Of the 10,000,000 shares of our authorized preferred stock, 125,000 shares are designated as Series C Preferred Stock, par value $0.001
per share. The Series C Preferred Stock rank senior to any of our other existing or future shares of capital stock.

     The Series C Preferred Stock is fully convertible into common stock at any time at the option of the preferred stock investors, at (i) a
conversion price of $1.25 (the “Conversion Price”) and (ii) in an amount of common stock equal to the quotient of the liquidation preference of
$1,000 per share (the “Liquidation Preference”) divided by the Conversion Price.

      Dividends are payable in cash, or common stock if we are unable to pay such dividends in cash, and any dividends will be paid to the
preferred stock investors prior to payment of any other dividend on any other shares of our capital stock. We will pay a cumulative dividend on
the Series C Preferred Stock equal to 4.5% per annum of the original issue price (compounded quarterly) if paid in cash and 4.722% per annum
of the original issue price (compounded quarterly) if paid in stock (the “Original Dividend Rate”). The Series C Preferred Stock also
participates on an as-converted basis with respect to any dividends paid on the common stock.

      Issuance of dividends in the form of common stock are subject to the following equity conditions (the “Equity Conditions”), which are
waivable by two-thirds of the holders of the Series C Preferred Stock: (i) such common stock is listed on the NYSE Amex, the New York
Stock Exchange or the Nasdaq Stock Market, and not subject to any trading suspension; (ii) we are not then subject to any bankruptcy event;
and (iii) such common stock will be immediately re-saleable by the preferred stock investors pursuant to an effective registration statement and
otherwise in compliance with all applicable laws. If we have not maintained the effectiveness of the registration statement pursuant to the
registration rights granted to the holders of the Series C Preferred Stock, then the dividend rate on the Series C Preferred Stock will be
increased by the product of 2.5% (if the dividend is paid in cash) or 2.63% (if the dividend is paid in stock) times the number of quarters (or
portions thereof) in which the failure occurs or we fail to cure such failure.

      After November 1, 2010, we may redeem all of the Series C Preferred Stock in exchange for a cash payment to the preferred stock
investors of an amount equal to 102% of the sum of the Liquidation Preference plus accrued and unpaid dividends. If we call the Series C
Preferred Stock for redemption, the holders thereof will have the right to convert their shares into a newly issued preferred stock identical in all
respects to the Series C Preferred Stock, except that such newly issued preferred stock will not bear a dividend (the “Alternate Preferred
Stock”). We may not redeem the Series C Preferred Stock if the Equity Conditions are not then satisfied with respect to the common stock into
which the Alternate Preferred Stock is convertible.

      Upon the tenth anniversary of the initial issuance of the Series C Preferred Stock, we must redeem all of the outstanding Series C
Preferred Stock for an amount equal to the Liquidation Preference plus accrued and unpaid dividends payable by us in cash or common stock at
our election. Issuance by us of common stock for such

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redemption is subject to the Equity Conditions and to the market value of the outstanding shares of common stock immediately prior to such
redemption equaling at least $500 million.

        In the event of a change of control of Endeavour International Corporation, we will be required to offer to redeem all of the Series C
Preferred Stock for the greater of: (i) the amount equal to which such holder would be entitled to receive had the holder converted such
Series C Preferred Stock into common stock; (ii) 115% of the sum of the Liquidation Preference plus accrued and unpaid dividends; and
(iii) the amount resulting in an internal rate of return to such holder of 15% from the date of issuance of such Series C Preferred Stock through
the date that Endeavour International Corporation pays the redemption price for such shares.

      As of December 1, 2009, there were 50,000 shares of Series C Preferred Stock issued and outstanding.

Anti-Takeover Provisions of our Articles of Incorporation and Bylaws
     Our amended and restated articles of incorporation and amended and restated bylaws contain provisions that could delay, discourage or
make more difficult a tender offer, proxy contest or other takeover attempt that is opposed by our board of directors but that a stockholder
might consider in its best interest. The following is a summary of these provisions.

   Preferred Stock
      Although our board of directors has no current intent to do so, it could issue one or more series of preferred stock that could, depending
on their terms, impede the completion of a merger, tender offer or other takeover attempt. Any decision by our board of directors to issue such
preferred stock will be based on their judgment as to the best interest of Endeavour and its stockholders.

   Special Meeting of Stockholders
      Our amended and restated bylaws provide that special meetings of our stockholders can only be called by resolution of the board of
directors or by the written request of stockholders owning a majority of the issued and outstanding capital stock entitled to vote.

   Classified Board of Directors
      Our bylaws provide that the members of our board of directors are divided into three classes as nearly equal as possible. Each class is
elected for a three-year term. At each annual meeting of stockholders, approximately one-third of the members of the board of directors are
elected for a three-year term and the other directors remain in office until their three-year terms expire. Our amended and restated bylaws
provide for one to fifteen directors (as determined by resolution of our board of directors). Our amended and restated bylaws also provide that
any vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is elected at an annual or special meeting of the stockholders. These provisions may
impede a stockholder from gaining control of the board of directors by removing incumbent directors or increasing the number of directors and
simultaneously filling the vacancies or newly created directorships with its own nominees.

       Notwithstanding the foregoing, our amended and restated bylaws provide that the holders of two-thirds of our outstanding shares of stock
entitled to vote may at any time preemptorily terminate the term of office of all or any of the directors by vote at a meeting called for such
purpose or by a written statement filed with our secretary or, in his or her absence, with any other officer.

Limitations on Liability and Indemnification of Officers and Directors
     Our amended and restated articles of incorporation provide that none of our officers or directors will be personally liable to us or our
stockholders for damages for a breach of their fiduciary duties as a director or

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officer, other than (i) for acts or omissions that involve intentional misconduct, fraud or knowing violation of law or (ii) the unlawful payment
of a distribution. In addition, our amended and restated articles of incorporation and amended and restated bylaws provide that we will
indemnify our officers and directors and advance related costs and expenses incurred by our officers and directors to the fullest extent
permitted by Nevada law. In addition, we also may enter into agreements with any officer or director, and may obtain insurance, indemnifying
such officers and directors against certain liabilities incurred by them. Such provisions may have the effect of preventing changes in our
management.

Nevada Anti-Takeover Statutes
      The Combinations Statute, contained in Sections 78.411 through 78.444 (inclusive) of the NRS, and the Control Share Statute, contained
in Sections 78.378 through 78.3793 (inclusive) of the NRS, may have the effect of delaying or making it more difficult to effect a change in
control of Endeavour. The Combinations Statute generally prohibits a Nevada corporation with 200 or more stockholders of record from
engaging in certain “combinations,” such as a merger or consolidation, with an “interested stockholder” for a period of three years after the date
of the transaction in which the person became an interested stockholder, unless the combination or the transaction by which the person first
became an interested stockholder is approved by the board of directors of the company before the person first became an interested stockholder.
The purpose of the Combinations Statutes is to ensure that management and stockholders of a Nevada corporation are involved in any potential
and material changes to the corporate ownership structure. A “combination” means:
        •    any merger or consolidation;
        •    any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the corporation’s assets having a total market value
             equal to 10% or more of the total market value of all the assets of the corporation; or 5% or more of the total market value of all
             outstanding shares of the corporation or representing 10% or more of the earning power of the corporation; or
        •    the issuance or transfer by the corporation of any shares of the corporation that have an aggregate market value equal to 5% or
             more of the aggregate market value of all the outstanding shares of the corporation to shareholders except under the exercise of
             warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all shareholders of the
             corporation.
      An “interested stockholder” generally means:
        •    a person or group that owns 10% or more of a corporation’s outstanding voting securities; or
        •    an affiliate or associate of the corporation that at any time during the past three years was the owner of 10% or more of the
             corporation’s then outstanding voting securities, unless the acquisition of the 10% or larger percentage was approved by the board
             of directors before the acquisition.

      If this approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the
approval of the board of directors or a majority of the voting power held by disinterested stockholders or if the consideration to be paid by the
interested stockholder is fair as provided in the statute.

      The Control Share Statute governs acquisitions of a controlling interest of certain publicly held corporations. The purpose of the Control
Share Statute, like the Combinations Statute, is to statutorily provide management a measure of involvement in connection with potential
changes of control. The Control Share Statute will apply to us if we have 200 or more stockholders of record, at least 100 of whom have
addresses in Nevada, unless the amended and restated articles of incorporation or amended and restated bylaws in effect on the tenth day after
the acquisition of a controlling interest provide otherwise. These provisions provide generally that any person that acquires a “controlling
interest” acquires voting rights in the control shares, as defined, only as conferred by the stockholders of the corporation at a special or annual
meeting. If control shares are accorded full voting rights and the acquiring person has acquired at least a majority of all of the voting power,
any stockholder of record who has not voted in favor of authorizing voting rights for the control shares is entitled to

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demand payment for the fair value of its shares. A person acquires a “controlling interest” whenever a person acquires shares of a subject
corporation that, but for the application of the Control Share Statute, would enable that person to exercise:
        •    one-fifth or more, but less than one-third;
        •    one-third or more, but less than a majority; or
        •    a majority or more, of all of the voting power of the corporation in the election of directors.

      Once an acquirer crosses any one of these thresholds, shares that it acquired in the transaction taking it over the threshold and within the
90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control
shares.”


                                                               Description of Warrants

     We may issue warrants for the purchase of our common stock. If we issue warrants, we may do so under one or more warrant agreements
between us and a warrant agent that we will name in the prospectus supplement.

      The prospectus supplement relating to any warrants being offered will include specific terms relating to the offering. These terms will
include some or all of the following:
        •    the title of the warrants;
        •    the number of shares of common stock purchasable upon exercise of the warrants and the price at which such number of shares of
             common stock may be purchased upon exercise of the warrants;
        •    the exercise price of the warrants;
        •    the aggregate number of warrants offered;
        •    the price or prices at which each warrant will be issued;
        •    the guarantors, if any, who will guarantee such warrants and the methods of determining such guarantors, if any;
        •    the procedures for exercising the warrants;
        •    dates or periods during which the warrants are exercisable; and
        •    the expiration date and any other material terms of the warrants.

Exercise of Warrants
      Each warrant will entitle the holder of warrants to purchase for cash the amount of common stock, at the exercise price stated or
determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration
date shown in the prospectus supplement relating to the warrants, unless otherwise specified in the applicable prospectus supplement. After the
close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as described in the prospectus
supplement relating to the warrants. When the warrant holder makes the payment and properly completes and signs the warrant certificate at
the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as possible, forward
the common stock that the warrant holder has purchased. If the warrant holder exercises the warrant for less than all of the warrants represented
by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.

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                                                                Plan of Distribution

      We may sell the offered securities in and outside the United States (1) through underwriters or dealers, (2) directly to purchasers,
including our affiliates and stockholders, (3) through agents or (4) through a combination of any of these methods. The prospectus supplement
will include the following information:
        •    the terms of the offering;
        •    the names of any underwriters or agents;
        •    the name or names of any managing underwriter or underwriters;
        •    the purchase price of the securities;
        •    the estimated net proceeds to us from the sale of the securities;
        •    any delayed delivery arrangements;
        •    any underwriting discounts, commissions and other items constituting underwriters’ compensation;
        •    any discounts or concessions allowed or reallowed or paid to dealers; and
        •    any commissions paid to agents.

Sale Through Underwriters or Dealers
       If underwriters are used in the sale, the underwriters will acquire the securities for their own account for resale to the public, either on a
firm commitment basis or a best efforts basis. The underwriters may resell the securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer
securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the
securities will be subject to certain conditions. The underwriters may change from time to time any offering price and any discounts or
concessions allowed or reallowed or paid to dealers. Any discounts or commissions underwriters or dealers receive from us and any profit on
their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. The aggregate maximum
compensation the underwriters will receive in connection with the sale of any securities under this prospectus and the registration statement of
which it forms a part will not exceed 8% of the gross proceeds from the sale.

      During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These
transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with
the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other
broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the
syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered
securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.

       If dealers are used, we will sell the securities to them as principals. The dealers may then resell those securities to the public at varying
prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of
the transaction.

Direct Sales and Sales Through Agents
     We may sell the securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through
agents designated from time to time. In the prospectus supplement, we will name any

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agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.

     We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any sale of securities. We will describe the terms of any such sales in the prospectus supplement.

Derivative and Other Transactions
      We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may
use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may
use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. We may also loan or pledge
securities covered by this prospectus and any applicable prospectus supplement to third parties, who may sell the loaned securities or, in an
event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and any applicable prospectus supplement (or a
post-effective amendment).

Remarketing Arrangements
      Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing
upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms,
acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any,
with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters,
as that term is defined in the Securities Act, in connection with the securities remarketed.

Delayed Delivery Contracts
       If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for
payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus
supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information
      We may have agreements with the agents, dealers, underwriters and remarketing firms to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers, underwriters or remarketing
firms may be required to make. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with, or
perform services for us in the ordinary course of their businesses.


                                                                   Legal Matters

      In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplement, the validity of those debt
securities may be passed upon for us by Vinson & Elkins L.L.P. Woodburn

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and Wedge, our Nevada counsel, has passed upon the validity of the common stock, preferred stock and warrants offered hereby.


                                                                     Experts

      The consolidated financial statements of Endeavour International Corporation as of December 31, 2008 and 2007, for each of the years in
the three-year period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting
as of December 31, 2008 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s
report with respect to the consolidated financial statements refers to changes in the Company’s method of accounting and disclosures for fair
value measurements and fair value reporting of financial assets and liabilities, and changes in accounting for uncertain tax positions.

      Certain information incorporated by reference in this prospectus regarding estimated quantities of oil and gas reserves owned by us is
based on estimates of the reserves prepared by or derived from estimates audited by Netherland, Sewell & Associates, Inc., independent
petroleum engineers, and all such information has been so incorporated in reliance on the authority of that firm as experts regarding the matters
contained in their report.


                                                   Where You Can Find More Information

      This prospectus, including any documents incorporated herein by reference, constitutes a part of a registration statement on Form S-3 that
we filed with the SEC under the Securities Act. This prospectus does not contain all the information set forth in the registration statement. You
should refer to the registration statement and its related exhibits and schedules, and the documents incorporated herein by reference, for further
information about our company and the securities offered in this prospectus. Statements contained in this prospectus concerning the provisions
of any document are not necessarily complete and, in each instance, reference is made to the copy of that document filed as an exhibit to the
registration statement or otherwise filed with the SEC, and each such statement is qualified by this reference. The registration statement and its
exhibits and schedules, and the documents incorporated herein by reference, are on file at the offices of the SEC and may be inspected without
charge.

      We file annual, quarterly, and current reports, proxy statements and other information with the SEC. You can read and copy any materials
we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains
information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov .

       Our home page is located at http://www.endeavourcorp.com . Our annual reports on Form 10-K, our quarterly reports on Form 10-Q,
current reports on Form 8-K and other filings with the SEC are available free of charge through our web site as soon as reasonably practicable
after those reports or filings are electronically filed or furnished to the SEC. Information on our web site or any other web site is not
incorporated by reference in this prospectus and does not constitute a part of this prospectus.


                                              Incorporation of Certain Documents by Reference

      We are incorporating by reference in this prospectus information we file with the SEC, which means that we are disclosing important
information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus,
and later information that we file with the SEC automatically

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will update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information in those documents that is deemed by the rules of
the SEC to be furnished not filed, until we close this offering:
        •    our Annual Report on Form 10-K for the year ended December 31, 2008, including information specifically incorporated by
             reference from our Proxy Statement for our Annual Meeting of Stockholders held on May 29, 2009;
        •    our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009;
        •    our Current Reports on Form 8-K or Form 8-K/A filed on May 20, 2009, November 23, 2009 and January 11, 2010 (two reports)
             (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K); and
        •    the description of our common stock contained in our registration statement on Form 8-A filed on June 10, 2004, as amended by
             our amended registration statement on Form 8-A/A-1 filed on August 11, 2004, and including any other amendments or reports
             filed for the purpose of updating such description.

      These reports contain important information about us, our financial condition and our results of operations.

      All future documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished
pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K) after the date on which the registration statement that includes this
prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement) and until all offerings under this shelf registration statement are
terminated shall be deemed to be incorporated in this prospectus by reference and to be a part hereof from the date of filing of such documents.
Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      You may request a copy of these filings, which we will provide to you at no cost, by writing or telephoning us at the following address
and telephone number:


                                                      Endeavour International Corporation
                                                        1001 Fannin Street, Suite 1600
                                                            Houston, Texas 77002
                                                                (713) 307-8700
                                                        Attention: Corporate Secretary

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                       7,500,000 Shares




                           Common Stock




                     PROSPECTUS SUPPLEMENT




                    Global Hunter Securities




                            June 13, 2012

				
DOCUMENT INFO