<PAGE>
<PAGE>


As filed with the Securities and Exchange Commission on June 23, 1997
                                                      Registration No. 333-_____

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


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                          FALCON DRILLING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

      DELAWARE                                            76-0351754
(State of Incorporation)                       (IRS Employer Identification No.)

                              1900 West Loop South
                                   Suite 1800

                              Houston, Texas 77027
          (Address, including zip code, of principal executive offices)

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

                          FALCON DRILLING COMPANY, INC.
                             1997 STOCK OPTION PLAN

                            (Full title of the plan)

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

                                Steven A. Webster
                      Chairman and Chief Executive Officer

                          Falcon Drilling Company, Inc.
                              1900 West Loop South

                                   Suite 1800
                              Houston, Texas 77027

                     (Name and address of agent for service)

                                 (713) 623-8984

          (Telephone number, including area code, of agent for service)

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

                                    Copy to:

                             Edwin T. Markham, Esq.
                                 Parson & Brown

                                666 Third Avenue
                            New York, New York 10017

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





<PAGE>
<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
      Title of          Amount           Proposed              Proposed           Amount of
   Securities to         to be       Maximum Offering      Maximum Aggregate     Registration
   be Registered      Registered     Price Per Share        Offering Price           Fee

----------------------------------------------------------------------------------------------
<S>                 <C>              <C>                  <C>                    <C>
Common Stock,
$.01 per share
par value

-       1997 Stock
        Option Plan
        (Subject to
        Grant)       600,000 shares       $49.25(1)            $29,550,000        $8,954.55
                     --------------       ------               -----------        ---------

</TABLE>

(1)     Pursuant to Rule 457(c) and (h) under the  Securities  Act of 1933,  the
        proposed  maximum  offering  price per share  and the  registration  fee
        relating  to these  shares of Common  Stock being  registered  have been
        based on the  average of the high and low prices of the Common  Stock as
        reported on the New York Stock Exchange on June 16, 1997.




<PAGE>
<PAGE>




                          FALCON DRILLING COMPANY, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission (the "Commission") by Falcon Drilling Company,  Inc., the registrant,
are incorporated as of their respective dates in this Registration  Statement by
reference:

        A.     The  registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.

        B.     All other  reports filed by the  registrant  pursuant to Sections
               13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  since
               December 31, 1996.

        C.     Description  of the  registrant's  Common Stock  contained in its
               Registration  Statement on Form 8-A filed with the  Commission on
               July 10, 1995,  which  incorporates  by reference the description
               contained  in  Amendment  No.1 to the  registrant's  Registration
               Statement Form S-1 (No. 33-84582), filed on June 2, 1995.

        All documents filed by the registrant  pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold are incorporated
by reference in this Registration  Statement and are a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
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
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

        Not applicable

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain legal matters in connection  with any original  issuance  common
stock offered hereby are being passed upon for the registrant by Parson & Brown,
New York, New York. William R. Ziegler, a partner of Parson & Brown, is a member
of the board of directors of the Company and owns  beneficially  an aggregate of
1,921,300 shares of Common Stock. In addition, an associate of


                                      II-1



<PAGE>
<PAGE>




Parson & Brown  is the  Secretary  of the  Company  and  holds  options  granted
pursuant to the 1992 Stock Option Plan to acquire an aggregate of 10,000  shares
of Common Stock.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article Sixth of the  Certificate  of  Incorporation  of the  registrant
provides for the indemnification by the registrant of each director, officer and
employee of the  registrant  to the fullest  extent  permitted  by the  Delaware
General Corporation Law, as the same exists or may hereafter be amended. Section
145 of the Delaware  General  Corporation  Law provides in relevant  part that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.

        In addition,  Section 145 provides that a corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

        Article  Seventh of the Certificate of  Incorporation  of the registrant
further  provides  that a Director  of the  registrant  shall not be  personally
liable to the registrant or its stockholders for monetary damages for any breach
of fiduciary  duty as a Director.  Section  102(b)(7)  of the  Delaware  General
Corporation Law provides that a provision so limiting the personal  liability of
a director  shall not eliminate or limit the liability of a director for,  among
other things: breach of the duty of


                                      II-2



<PAGE>
<PAGE>




loyalty;  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing violation of the law; unlawful payment of dividends; and
transactions from which the director derived an improper personal benefit.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.        EXHIBITS.

        Exhibit
        Number                      Description
        -------                     -----------
        5.1    Opinion of counsel as to legality of securities being registered.

        23.1   Consent of independent public accountants.

        23.2   Consent of counsel (contained in Exhibit 5.1).

        24.1   Power of Attorney (see page II-6).

        99.1   1997 Stock Option Plan. (1)

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

(1)     Incorporated  by  reference  to  Appendix  A to the  registrant's  Proxy
        Statement,  filed  April 18,  1997,  relating to the  registrant's  1997
        Annual Meeting of Stockholders.

ITEM 9.        UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i)    To  include  any  prospectus  required  by  Section
                             10(a)(3) of the Securities Act of 1933;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of  this
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or in  the  aggregate,  represents  a
                             fundamental  change in the information set forth in
                             the Registration Statement;


                                      II-3



<PAGE>
<PAGE>




                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  the  Registration  Statement  or  any  material
                             change  to  such   information  set  forth  in  the
                             Registration Statement;

provided,  however, that paragraphs (a)(1))(i) and (a)(1)(ii) shall not apply to
information  contained in periodic  reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange Commission such  indemnification is against public policy has expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is  against  policy  as  expressed  in the  Securities  Act of 1933  and will be
governed by the final adjudication of such issue.


                                      II-4



<PAGE>
<PAGE>




                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Houston,  State of Texas, on this 23rd day of
June, 1997.

                                       FALCON DRILLING COMPANY, INC.

                                       By: /s/ Steven A. Webster
                                           ------------------------------------
                                           Steven A. Webster
                                           Chairman and Chief Executive Officer


                                      II-5



<PAGE>
<PAGE>



                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints  Steven A.  Webster and William R. Ziegler and each acting  alone,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities to sign any or all  amendments or  supplements  hereto  ratifying and
confirming all that said  attorneys-in-fact  and agents,  or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 23, 1997.

Signature                                 Title

      /s/ Steven A. Webster               Chairman, Chief Executive Officer and
---------------------------------------   Director (principal executive officer)
          Steven A. Webster

      /s/ Robert F. Fulton                Executive Vice President (principal
---------------------------------------   financial officer and principal
          Robert F. Fulton                accounting officer)

    /s/ Purnendu Chatterjee
---------------------------------------   Director
        Purnendu Chatterjee

   /s/ Douglas A.P. Hamilton
---------------------------------------   Director
       Douglas A.P. Hamilton


---------------------------------------   Director
       Kenneth H. Hannan, Jr.

   /s/ James R. Latimer, III
---------------------------------------   Director
       James R. Latimer, III

     /s/ Michael E. Porter
---------------------------------------   Director
         Michael E. Porter

    /s/ William R. Ziegler
---------------------------------------   Director
        William R. Ziegler


                                      II-6


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FALCON DRILLING COMPANY, INC. S-8", "secsgml_size_bytes": 18446}]
{"company-data": {"conformed-name": "FALCON DRILLING CO INC", "cik": "0000892179", "assigned-sic": "1381", "irs-number": "760351754", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29815", "film-number": "97628239"}, "business-address": {"street1": "1900 W LOOP S STE 1910", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7136238984"}, "mail-address": {"street1": "1900 WEST LOOP SOUTH, SUITE 19010", "street2": "1900 WEST LOOP SOUTH, SUITE 19010", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
As filed with the Securities and Exchange Commission on June 23, 1997
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                          FALCON DRILLING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

      DELAWARE                                            76-0351754
(State of Incorporation)                       (IRS Employer Identification No.)

                              1900 West Loop South
                                   Suite 1800

                              Houston, Texas 77027
          (Address, including zip code, of principal executive offices)

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

                          FALCON DRILLING COMPANY, INC.
                             1997 STOCK OPTION PLAN

                            (Full title of the plan)

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

                                Steven A. Webster
                      Chairman and Chief Executive Officer

                          Falcon Drilling Company, Inc.
                              1900 West Loop South

                                   Suite 1800
                              Houston, Texas 77027

                     (Name and address of agent for service)

                                 (713) 623-8984

          (Telephone number, including area code, of agent for service)

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

                                    Copy to:

                             Edwin T. Markham, Esq.
                                 Parson & Brown

                                666 Third Avenue
                            New York, New York 10017

-------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Title of          Amount           Proposed              Proposed           Amount of
   Securities to         to be       Maximum Offering      Maximum Aggregate     Registration
   be Registered      Registered     Price Per Share        Offering Price           Fee

----------------------------------------------------------------------------------------------
Common Stock,
$.01 per share
par value

-       1997 Stock
        Option Plan
        (Subject to
        Grant)       600,000 shares       $49.25(1)            $29,550,000        $8,954.55
                     --------------       ------               -----------        ---------
(1)     Pursuant to Rule 457(c) and (h) under the  Securities  Act of 1933,  the
        proposed  maximum  offering  price per share  and the  registration  fee
        relating  to these  shares of Common  Stock being  registered  have been
        based on the  average of the high and low prices of the Common  Stock as
        reported on the New York Stock Exchange on June 16, 1997.
FALCON DRILLING COMPANY, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission (the "Commission") by Falcon Drilling Company,  Inc., the registrant,
are incorporated as of their respective dates in this Registration  Statement by
reference:

        A.     The  registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996.

        B.     All other  reports filed by the  registrant  pursuant to Sections
               13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  since
               December 31, 1996.

        C.     Description  of the  registrant's  Common Stock  contained in its
               Registration  Statement on Form 8-A filed with the  Commission on
               July 10, 1995,  which  incorporates  by reference the description
               contained  in  Amendment  No.1 to the  registrant's  Registration
               Statement Form S-1 (No. 33-84582), filed on June 2, 1995.

        All documents filed by the registrant  pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold are incorporated
by reference in this Registration  Statement and are a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
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
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

        Not applicable

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain legal matters in connection  with any original  issuance  common
stock offered hereby are being passed upon for the registrant by Parson & Brown,
New York, New York. William R. Ziegler, a partner of Parson & Brown, is a member
of the board of directors of the Company and owns  beneficially  an aggregate of
1,921,300 shares of Common Stock. In addition, an associate of

                                      II-1
Parson & Brown  is the  Secretary  of the  Company  and  holds  options  granted
pursuant to the 1992 Stock Option Plan to acquire an aggregate of 10,000  shares
of Common Stock.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Article Sixth of the  Certificate  of  Incorporation  of the  registrant
provides for the indemnification by the registrant of each director, officer and
employee of the  registrant  to the fullest  extent  permitted  by the  Delaware
General Corporation Law, as the same exists or may hereafter be amended. Section
145 of the Delaware  General  Corporation  Law provides in relevant  part that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.

        In addition,  Section 145 provides that a corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

        Article  Seventh of the Certificate of  Incorporation  of the registrant
further  provides  that a Director  of the  registrant  shall not be  personally
liable to the registrant or its stockholders for monetary damages for any breach
of fiduciary  duty as a Director.  Section  102(b)(7)  of the  Delaware  General
Corporation Law provides that a provision so limiting the personal  liability of
a director  shall not eliminate or limit the liability of a director for,  among
other things: breach of the duty of

                                      II-2
loyalty;  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing violation of the law; unlawful payment of dividends; and
transactions from which the director derived an improper personal benefit.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.        EXHIBITS.

        Exhibit
        Number                      Description
        -------                     -----------
        5.1    Opinion of counsel as to legality of securities being registered.

        23.1   Consent of independent public accountants.

        23.2   Consent of counsel (contained in Exhibit 5.1).

        24.1   Power of Attorney (see page II-6).

        99.1   1997 Stock Option Plan. (1)

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

(1)     Incorporated  by  reference  to  Appendix  A to the  registrant's  Proxy
        Statement,  filed  April 18,  1997,  relating to the  registrant's  1997
        Annual Meeting of Stockholders.

ITEM 9.        UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i)    To  include  any  prospectus  required  by  Section
                             10(a)(3) of the Securities Act of 1933;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of  this
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or in  the  aggregate,  represents  a
                             fundamental  change in the information set forth in
                             the Registration Statement;

                                      II-3
(iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  the  Registration  Statement  or  any  material
                             change  to  such   information  set  forth  in  the
                             Registration Statement;

provided,  however, that paragraphs (a)(1))(i) and (a)(1)(ii) shall not apply to
information  contained in periodic  reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange Commission such  indemnification is against public policy has expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is  against  policy  as  expressed  in the  Securities  Act of 1933  and will be
governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Houston,  State of Texas, on this 23rd day of
June, 1997.

                                       FALCON DRILLING COMPANY, INC.

                                       By: /s/ Steven A. Webster
                                           ------------------------------------
                                           Steven A. Webster
                                           Chairman and Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints  Steven A.  Webster and William R. Ziegler and each acting  alone,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities to sign any or all  amendments or  supplements  hereto  ratifying and
confirming all that said  attorneys-in-fact  and agents,  or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 23, 1997.

Signature                                 Title

      /s/ Steven A. Webster               Chairman, Chief Executive Officer and
---------------------------------------   Director (principal executive officer)
          Steven A. Webster

      /s/ Robert F. Fulton                Executive Vice President (principal
---------------------------------------   financial officer and principal
          Robert F. Fulton                accounting officer)

    /s/ Purnendu Chatterjee
---------------------------------------   Director
        Purnendu Chatterjee

   /s/ Douglas A.P. Hamilton
---------------------------------------   Director
       Douglas A.P. Hamilton

---------------------------------------   Director
       Kenneth H. Hannan, Jr.

   /s/ James R. Latimer, III
---------------------------------------   Director
       James R. Latimer, III

     /s/ Michael E. Porter
---------------------------------------   Director
         Michael E. Porter

    /s/ William R. Ziegler
---------------------------------------   Director
        William R. Ziegler

                                      II-6