As filed with the U.S. Securities and Exchange Commission on July 28, 2004
                                       Registration Statement No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    RPC, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            58-1550825
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324
   (Address, including zip code, of registrant's principal executive offices)

                       RPC INC. 2004 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

            RICHARD A. HUBBELL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    RPC, INC.
                             2170 PIEDMONT ROAD, NE
                             ATLANTA, GEORGIA 30324
                                 (404) 321-2140
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                            B. JOSEPH ALLEY, JR. ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
<S>                             <C>                   <C>                          <C>                            <C>
-----------------------------------------------------------------------------------------------------------------------------------
     Title of securities            Amount to be               Proposed                  Proposed maximum              Amount of
       to be registered              Registered            maximum offering                  aggregate               registration
                                                            price per share               offering price                fee(1)
-----------------------------------------------------------------------------------------------------------------------------------

        Common Stock,             1,500,000 Shares              $14.98                      $22,470,000                $2,846.95
        $.10 par value
-----------------------------------------------------------------------------------------------------------------------------------

 (1) Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high
     and low price of the Registrant's Common Stock on July 28, 2004 as listed on the New York Stock Exchange.
</TABLE>



<PAGE>


               INFORMATION REGARDING CERTAIN FINANCIAL STATEMENTS
                       INCORPORATED BY REFERENCE INTO THIS
                             REGISTRATION STATEMENT

     On July 23, 2002, our Audit  Committee  recommended  and the Board approved
the  dismissal  of  Arthur  Andersen  LLP as our  independent  auditors.  Arthur
Andersen has been found guilty of federal  obstruction  of justice  arising from
the  government's  investigation of Enron Corp. It is likely that events arising
out of this  verdict  may  adversely  affect the  ability of Arthur  Andersen to
satisfy  any claims  against it  including  claims  that may arise out of Arthur
Andersen's  audit of our financial  statements  for the year ended  December 31,
2001, which are incorporated by reference into this registration statement.

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"),  provides  that if any part of a  registration  statement  at the time it
becomes effective contains an untrue statement of a material fact or an omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein not misleading,  any person acquiring a security pursuant to
the  registration  statement  (unless  it is  proved  that  at the  time  of the
acquisition  the person knew of the untruth or omission) may sue,  among others,
every  accountant who has consented to be named as having  prepared or certified
any part of the  registration  statement or as having  prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in the registration statement, report or valuation
that purports to have been prepared or certified by the accountant.

     Prior to the  date of this  registration  statement,  the  Arthur  Andersen
partners who were responsible for the audit of our financial  statements for the
year ended December 31, 2001, resigned from Arthur Andersen.  As a result, after
reasonable  efforts,  we have been unable to obtain  Arthur  Andersen's  written
consent to the  incorporation by reference into this  registration  statement of
its audit report with respect to our financial statements.

     Under these circumstances, Rule 437(a) under the Securities Act permits the
filing of this registration statement without including herein a written consent
from Arthur  Andersen.  Accordingly,  Arthur  Andersen  will not be liable under
Section 11(a) of the  Securities Act for  statements  made in this  registration
statement  because  it has not  consented  to being  named as an  expert  in the
registration statement. As a result, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and, therefore, your right of
recovery under that section may be limited as a result of the lack of consent.







<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The  Registrant's  Annual Report on Form 10-K filed with respect to the
Registrant's fiscal year ended December 31, 2003.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q filed with respect to
the Registrant's fiscal period ended March 31, 2004.

     (c) The Current Report on Form 8-K filed on July 28, 2004.

     (d) The Current Report on Form 8-K filed on July 28, 2004.

     (e) The Current Report on Form 8-K filed on July 16, 2004.

     (f) The Current Report on Form 8-K filed on April 28, 2004.

     (g) The Current Report on Form 8-K filed on April 28, 2004.

     (h) The Current Report on Form 8-K filed on April 20, 2004.

     (i) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

     (j) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of 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.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     RPC,  Inc.  ("RPC") is a Delaware  corporation.  The  following  summary is
qualified in its  entirety by  reference  to the  complete  text of the Delaware
General  Corporation Law (the "DGCL"),  RPC's  Certificate of Incorporation  and
RPC's Bylaws.


                                      II-1
<PAGE>

     RPC's  bylaws  provides  that it shall  indemnify,  to the  fullest  extent
permitted  by  Section  145 of the DGCL,  each  person  who is  involved  in any
litigation or other  proceeding  because of his or her position as a director or
officer of RPC, against all expense,  loss or liability  reasonably  incurred or
suffered in connection with that  litigation.  RPC's bylaws and the DGCL provide
that it may pay a  director  or  officer  expenses  incurred  in  defending  any
proceeding  in  advance  of  its  final  disposition  upon  its  receipt  of  an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced  if it is  ultimately  determined  that the  director or officer is not
entitled to indemnification.

     Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses,   including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that the person is or was a  director  or  officer  of the  corporation,  if the
person acted in good faith and in a manner that he reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal  action or  proceeding,  if he had no reason to believe his conduct
was  unlawful.  In a  derivative  action,  indemnification  may be made only for
expenses  actually  and  reasonably  incurred  by any  director  or  officer  in
connection  with the  defense or  settlement  of an action or suit if the person
acted in good faith and in a manner that he reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if the  person  shall  have been  adjudicated  to be liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines that the defendant is fairly and reasonably entitled
to indemnity for these expenses despite an adjudication of liability.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"),  may be permitted  to  directors,  officers or persons
controlling  RPC  pursuant  to the  foregoing  provision  of the DGCL and  RPC's
Certificate   of   Incorporation   and  Bylaws,   RPC  has  been  informed  that
indemnification  is considered by the Securities  and Exchange  Commission to be
against public policy and therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.    Exhibit
----------     -------

3.1            RPC, Inc.  Restated  Certificate of  Incorporation  (incorporated
               herein by  reference  to Exhibit 3.1 of the  Registrant's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999).

3.2            By-laws of RPC, Inc. (incorporated herein by reference to Exhibit
               3.2 to the  Registrant's  Quarterly  Report on Form 10-Q filed on
               May 5, 2004).

4              Form of Stock  Certificate  (incorporated  herein by reference to
               Exhibit 4 to the Registrant's  Annual Report on Form 10-K for the
               year ended December 31, 1998).

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto).

23.2*          Consent of Ernst & Young LLP

----------------------
* Filed herewith.

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-2
<PAGE>

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

          (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 in the registration statement;

     Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply
     if the information required to be included in a post-effective amendment by
     those  paragraphs is 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 the 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  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 the
registration  statement  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.

     (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 provisions described in Item 6, or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as 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 of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful  defense of any action,  suit or  proceedings)  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  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia on July 28, 2004.

                                          RPC, INC.

                                          By: /s/ Richard A. Hubbell
                                          -------------------------------------
                                          Richard A. Hubbell
                                          President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Ben  M.   Palmer   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place,  and stead, in any and all capacities,  to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises,  as he might or could do in person, hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
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 and on the dates indicated.

<TABLE>
<CAPTION>
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
------------------------------------------------------------------

<S>                                     <C>                                          <C>

             Name                                  Title                                    Date

/s/ Richard A. Hubbell
-----------------------------------     President and Chief Executive Officer          July 28, 2004
       Richard A. Hubbell               (Principal Executive Officer)

/s/ Ben M. Palmer
-----------------------------------     Chief Financial Officer (Principal             July 28, 2004
       Ben M. Palmer                    Financial and Accounting Officer)

/s/ Linda H. Graham
-----------------------------------     Director                                       July 28, 2004
       Linda H. Graham

/s/ James A. Lane, Jr.
-----------------------------------     Director                                       July 28, 2004
       James A. Lane, Jr.

/s/ Wilson Looney
-----------------------------------     Director                                       July 28, 2004
       Wilton Looney

/s/ Gary W. Rollins
-----------------------------------     Director                                       July 28, 2004
       Gary W. Rollins

/s/ R. Randall Rollins
-----------------------------------     Director                                       July 28, 2004
      R. Randall Rollins

/s/ Henry B. Tippie
-----------------------------------     Director                                       July 28, 2004
       Henry B. Tippie

/s/ James B. Williams
-----------------------------------     Director                                       July 28, 2004
       James B. Williams
</TABLE>



                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "rpcs873004.txt", "description": "FORM S-8", "secsgml_size_bytes": 20154}]
{"company-data": {"conformed-name": "RPC INC", "cik": "0000742278", "assigned-sic": "1389", "irs-number": "581550825", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117836", "film-number": "04943100"}, "business-address": {"street1": "2170 PIEDMONT RD NE", "city": "ATLANTA", "state": "GA", "zip": "30324", "phone": "4048882950"}, "mail-address": {"street1": "2170 PIEDMONT ROAD", "city": "ATLANTA", "state": "GA", "zip": "30324"}, "former-company": {"former-conformed-name": "RPC ENERGY SERVICES INC", "date-changed": "19920703"}}
As filed with the U.S. Securities and Exchange Commission on July 28, 2004
                                       Registration Statement No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    RPC, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            58-1550825
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324
   (Address, including zip code, of registrant's principal executive offices)

                       RPC INC. 2004 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

            RICHARD A. HUBBELL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    RPC, INC.
                             2170 PIEDMONT ROAD, NE
                             ATLANTA, GEORGIA 30324
                                 (404) 321-2140
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                            B. JOSEPH ALLEY, JR. ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
     Title of securities            Amount to be               Proposed                  Proposed maximum              Amount of
       to be registered              Registered            maximum offering                  aggregate               registration
                                                            price per share               offering price                fee(1)
-----------------------------------------------------------------------------------------------------------------------------------

        Common Stock,             1,500,000 Shares              $14.98                      $22,470,000                $2,846.95
        $.10 par value
-----------------------------------------------------------------------------------------------------------------------------------

 (1) Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high
     and low price of the Registrant's Common Stock on July 28, 2004 as listed on the New York Stock Exchange.
INFORMATION REGARDING CERTAIN FINANCIAL STATEMENTS
                       INCORPORATED BY REFERENCE INTO THIS
                             REGISTRATION STATEMENT

     On July 23, 2002, our Audit  Committee  recommended  and the Board approved
the  dismissal  of  Arthur  Andersen  LLP as our  independent  auditors.  Arthur
Andersen has been found guilty of federal  obstruction  of justice  arising from
the  government's  investigation of Enron Corp. It is likely that events arising
out of this  verdict  may  adversely  affect the  ability of Arthur  Andersen to
satisfy  any claims  against it  including  claims  that may arise out of Arthur
Andersen's  audit of our financial  statements  for the year ended  December 31,
2001, which are incorporated by reference into this registration statement.

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"),  provides  that if any part of a  registration  statement  at the time it
becomes effective contains an untrue statement of a material fact or an omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein not misleading,  any person acquiring a security pursuant to
the  registration  statement  (unless  it is  proved  that  at the  time  of the
acquisition  the person knew of the untruth or omission) may sue,  among others,
every  accountant who has consented to be named as having  prepared or certified
any part of the  registration  statement or as having  prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in the registration statement, report or valuation
that purports to have been prepared or certified by the accountant.

     Prior to the  date of this  registration  statement,  the  Arthur  Andersen
partners who were responsible for the audit of our financial  statements for the
year ended December 31, 2001, resigned from Arthur Andersen.  As a result, after
reasonable  efforts,  we have been unable to obtain  Arthur  Andersen's  written
consent to the  incorporation by reference into this  registration  statement of
its audit report with respect to our financial statements.

     Under these circumstances, Rule 437(a) under the Securities Act permits the
filing of this registration statement without including herein a written consent
from Arthur  Andersen.  Accordingly,  Arthur  Andersen  will not be liable under
Section 11(a) of the  Securities Act for  statements  made in this  registration
statement  because  it has not  consented  to being  named as an  expert  in the
registration statement. As a result, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and, therefore, your right of
recovery under that section may be limited as a result of the lack of consent.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The  Registrant's  Annual Report on Form 10-K filed with respect to the
Registrant's fiscal year ended December 31, 2003.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q filed with respect to
the Registrant's fiscal period ended March 31, 2004.

     (c) The Current Report on Form 8-K filed on July 28, 2004.

     (d) The Current Report on Form 8-K filed on July 28, 2004.

     (e) The Current Report on Form 8-K filed on July 16, 2004.

     (f) The Current Report on Form 8-K filed on April 28, 2004.

     (g) The Current Report on Form 8-K filed on April 28, 2004.

     (h) The Current Report on Form 8-K filed on April 20, 2004.

     (i) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

     (j) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of 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.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     RPC,  Inc.  ("RPC") is a Delaware  corporation.  The  following  summary is
qualified in its  entirety by  reference  to the  complete  text of the Delaware
General  Corporation Law (the "DGCL"),  RPC's  Certificate of Incorporation  and
RPC's Bylaws.

                                      II-1
RPC's  bylaws  provides  that it shall  indemnify,  to the  fullest  extent
permitted  by  Section  145 of the DGCL,  each  person  who is  involved  in any
litigation or other  proceeding  because of his or her position as a director or
officer of RPC, against all expense,  loss or liability  reasonably  incurred or
suffered in connection with that  litigation.  RPC's bylaws and the DGCL provide
that it may pay a  director  or  officer  expenses  incurred  in  defending  any
proceeding  in  advance  of  its  final  disposition  upon  its  receipt  of  an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced  if it is  ultimately  determined  that the  director or officer is not
entitled to indemnification.

     Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses,   including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that the person is or was a  director  or  officer  of the  corporation,  if the
person acted in good faith and in a manner that he reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal  action or  proceeding,  if he had no reason to believe his conduct
was  unlawful.  In a  derivative  action,  indemnification  may be made only for
expenses  actually  and  reasonably  incurred  by any  director  or  officer  in
connection  with the  defense or  settlement  of an action or suit if the person
acted in good faith and in a manner that he reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if the  person  shall  have been  adjudicated  to be liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines that the defendant is fairly and reasonably entitled
to indemnity for these expenses despite an adjudication of liability.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"),  may be permitted  to  directors,  officers or persons
controlling  RPC  pursuant  to the  foregoing  provision  of the DGCL and  RPC's
Certificate   of   Incorporation   and  Bylaws,   RPC  has  been  informed  that
indemnification  is considered by the Securities  and Exchange  Commission to be
against public policy and therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.    Exhibit
----------     -------

3.1            RPC, Inc.  Restated  Certificate of  Incorporation  (incorporated
               herein by  reference  to Exhibit 3.1 of the  Registrant's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1999).

3.2            By-laws of RPC, Inc. (incorporated herein by reference to Exhibit
               3.2 to the  Registrant's  Quarterly  Report on Form 10-Q filed on
               May 5, 2004).

4              Form of Stock  Certificate  (incorporated  herein by reference to
               Exhibit 4 to the Registrant's  Annual Report on Form 10-K for the
               year ended December 31, 1998).

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto).

23.2*          Consent of Ernst & Young LLP

----------------------
* Filed herewith.

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-2
(ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement;

          (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 in the registration statement;

     Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply
     if the information required to be included in a post-effective amendment by
     those  paragraphs is 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 the 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  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 the
registration  statement  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.

     (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 provisions described in Item 6, or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as 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 of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful  defense of any action,  suit or  proceedings)  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  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia on July 28, 2004.

                                          RPC, INC.

                                          By: /s/ Richard A. Hubbell
                                          -------------------------------------
                                          Richard A. Hubbell
                                          President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Ben  M.   Palmer   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place,  and stead, in any and all capacities,  to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises,  as he might or could do in person, hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
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 and on the dates indicated.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
------------------------------------------------------------------
Name                                  Title                                    Date

/s/ Richard A. Hubbell
-----------------------------------     President and Chief Executive Officer          July 28, 2004
       Richard A. Hubbell               (Principal Executive Officer)

/s/ Ben M. Palmer
-----------------------------------     Chief Financial Officer (Principal             July 28, 2004
       Ben M. Palmer                    Financial and Accounting Officer)

/s/ Linda H. Graham
-----------------------------------     Director                                       July 28, 2004
       Linda H. Graham

/s/ James A. Lane, Jr.
-----------------------------------     Director                                       July 28, 2004
       James A. Lane, Jr.

/s/ Wilson Looney
-----------------------------------     Director                                       July 28, 2004
       Wilton Looney

/s/ Gary W. Rollins
-----------------------------------     Director                                       July 28, 2004
       Gary W. Rollins

/s/ R. Randall Rollins
-----------------------------------     Director                                       July 28, 2004
      R. Randall Rollins

/s/ Henry B. Tippie
-----------------------------------     Director                                       July 28, 2004
       Henry B. Tippie

/s/ James B. Williams
-----------------------------------     Director                                       July 28, 2004
       James B. Williams
II-4