<PAGE>
<PAGE>
    As filed with the Securities and Exchange Commission on January 18, 1995 
                                                   Registration No. 33-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
- ------------------------------------------------------------------------------
                                   FORM S-8

                            REGISTRATION STATEMENT 
                                     Under
                          The Securities Act of 1933

                            PARKER DRILLING COMPANY
            (Exact name of registrant as specified in its charter)

           Delaware                                    73-0618660       
- -------------------------------           ----------------------------------
State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                  8 East Third Street, Tulsa, Oklahoma 74103
          (Address of Principal Executive Offices including Zip Code)

           Parker Drilling Company 1994 Executive Stock Option Plan
     Parker Drilling Company 1994 Non-Employee Director Stock Option Plan
          Parker Drilling Company Limited Deferred Compensation Plan 
                            for Non-Resident Aliens
                                       
                             (Full title of plans)

                           KATHY J. KUCHARSKI, ESQ.
                              8 East Third Street
                             Tulsa, Oklahoma 74103
                                (918) 631-1391
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of 
securities                  Proposed maximum   Proposed maximum   Amount of
to be        Amount to be   offering price     aggregate offer-   registration
registered   registered(1)  per share (2)       ing price (2)      fee
- -----------------------------------------------------------------------------
<S>             <C>              <C>             <C>                <C>
Parker          2,620,000        $4.50           $11,460,188        $3,952.00
Drilling        shares
Common Stock
$.16 2/3 par
value per 
share ...
- -----------------------------------------------------------------------------
</TABLE>

(1)   Indicates the aggregate number of shares of Common Stock authorized and
      reserved for issuance under, or which may be sold upon the exercise of
      options that have previously been granted and/or may be granted to
      certain persons under, the Parker Drilling Company 1994 Executive Stock
      Option Plan (2,400,000 shares), the Parker Drilling Company 1994 Non-
      Employee Director Stock Option Plan (200,000 shares) and the Parker
      Drilling Company Limited Deferred Compensation Plan for Non-Resident
      Aliens (20,000 shares).  Also includes an indeterminate number of shares
      of Parker Drilling Company Common Stock that may be issuable by reason
      of stock splits, stock dividends or similar transactions.

(2)   This calculation is made solely for the purpose of determining the
      registration fee pursuant to the provisions of Rule 457(h) under the
      Securities Act of 1933 as follows:  (i) in the case of shares of Common
      Stock which may be purchased upon the exercise of outstanding options,
      the fee is calculated on the basis of the price at which the options may
      be exercised; and (ii) in the case of shares of Common Stock (a) for
      which options have not yet been granted and the option price of which is
      therefore unknown, and (b) relating to the Parker Drilling Company
      Limited Deferred Compensation Plan for Non-Resident Aliens, the fee is
      calculated on the basis of the average high and low sale price per share
      of Common Stock as reported on the New York Stock Exchange on 
      January 13, 1995.
<PAGE>
<PAGE>
                                    PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

      The information called for in Part I of Form S-8 is currently included
in the respective prospectuses for the Parker Drilling Company 1994 Executive
Stock Option Plan, the Parker Drilling Company Non-Employee Director Stock
Option Plan, and the Parker Drilling Company Limited Deferred Compensation
Plan for Non-Resident Aliens, and is not being filed in accordance with the
rules and regulations of the Securities and Exchange Commission (the "SEC")
with or included in this Form S-8.  


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
            ----------------------------------------

      The following documents filed by Parker Drilling Company (the
"Registrant") with the SEC are incorporated in this registration statement by
reference:

      1.    The Registrant's Annual Report on Form 10-K for the fiscal year
            ended August 31, 1994 (File No.  1-7573):

      2.    All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            since the end of the fiscal year covered by the Annual Report
            referred to above; and

      3.    The description of the Registrant's Common Stock (the "Common
            Stock") which is contained in the Registrant's registration
            statement filed pursuant to Section 12 of the Exchange Act and all
            amendments thereto and reports filed for the purpose of updating
            such description.

      In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof
and prior to the filing of a post-effective amendment indicating that all
securities offered pursuant to this registration statement have been sold or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.
                                    II - 1
<PAGE>
<PAGE>

Item 4.     DESCRIPTION OF SECURITIES.
            --------------------------
      Not Applicable

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
            ---------------------------------------

      William W. Pritchard, whose opinion of counsel is attached hereto as
      Exhibit 5, is Vice President and General Counsel of the Company.  As of
      December 31, 1994, Mr. Pritchard directly and indirectly beneficially
      owned, subject in some cases to certain restrictions, 49,739 shares of
      common stock.  Mr. Pritchard is eligible to participate in the Parker
      Drilling Company 1994 Executive Stock Option Plan and has been granted
      an incentive stock option thereunder to purchase 67,000 shares.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
            ------------------------------------------

      Article Twelve ("Article Twelve") of the Company's Restated Certificate
of Incorporation (the "Company Certificate") limits the scope of personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, and, along with
Article Eleven of the By-Laws of the Company ("Article Eleven"), defines the
rights of the Company directors and officers to indemnification by the Company
in the event of personal liability or expenses incurred by them as a result of
certain litigation against them.  Set forth below are descriptions of Article
Twelve and Article Eleven.

      The Delaware General Corporation Law (the "GCL") empowers the Company to
indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company.  

      In addition, the GCL authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care.  Article
Twelve of the Company Certificate limits the liability of the directors to the
Company or its stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the GCL.  Article
Eleven of the Company's By-laws provide that the Company shall indemnify any
director or officer serving as such at the request of the Corporation for all
loss, expenses, costs and legal fees reasonably incurred by him arising out of
any actions, suit or proceeding in which he may be involved by reason of his
association with the Company.  The By-laws do not allow indemnification where
such director or officer has 


                                    II - 2
<PAGE>
<PAGE>

been finally adjudged derelict in the performance of his duties as an officer
or director.  The By-laws provide that these rights are not exclusive of other
rights which any director or officer may be entitled.


      The directors and officers of the Company are covered by an insurance
policy, indemnifying them against certain civil liabilities, including certain
liabilities under the federal securities laws, which might be incurred by them
in such capacity.  Further, the Company has entered into indemnification
agreements with each member of the board of directors which provide for
additional indemnification.  The form of indemnification agreement was
described on pages 14-16 in the Company's Notice of and Proxy for the Annual
Meeting of Stockholders held on December 17, 1986, and such description is
hereby incorporated in this registration statement by reference.


Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.
            ------------------------------------

      Not Applicable.

Item 8.     EXHIBITS.
            ---------

      4.1   Parker Drilling Company 1994 Executive Stock Option Plan.

      4.2   Form of the Incentive Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

      4.3   Form of the Non-Qualified Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

      4.4   Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

      4.5   Form of the Non-Employee Director Stock Option Agreement under the
            Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

      4.6   Parker Drilling Company Deferred Compensation Plan for Non-
            Resident Aliens.

      4.7   Restated Articles of Incorporation of the Company, as amended
            (incorporated herein by reference to Exhibit 3a to the Company's
            Annual Report on Form 10-K for the year ended August 31, 1989, as
            amended on Form 8 dated November 21, 1989).
                                    II - 3
<PAGE>
<PAGE>

      4.8   By-laws of the Company, as amended (incorporated herein by
            reference to Exhibit 3b to the Company's Annual Report on 
            Form 10-K for the year ended August 31, 1992).

      5     Opinion of counsel as to legality of securities.

      15    Letter of Coopers & Lybrand, independent certified public
            accountants, re unaudited interim financial information.

      23.1  Consent of Coopers & Lybrand, independent certified public
            accountants (included in Part II hereof).

      23.2  Consent of counsel (included in Exhibit 5 hereto).

      24    Power of Attorney

Item 9.     UNDERTAKINGS.
            -------------

      1.    The Registrant hereby undertakes:

      (a)   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 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 paragraphs (a)(i) and (a)(ii) do 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 Exchange Act that are incorporated by
reference in the registration statement.




                                    II - 4
<PAGE>
<PAGE>

      (b)   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.

      (c)   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.

      2.    The Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment and each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.

      3.    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Registrant and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Registrant has been informed that in the opinion of the SEC
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 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 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 - 5
<PAGE>
<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 Tulsa, State of Oklahoma, on the
17th day of January, 1995.
                                       PARKER DRILLING COMPANY

                                       By:/s/ ROBERT L. PARKER JR.*            
                                         -------------------------
                                       Robert L. Parker Jr.
                                       President and Chief Executive Officer

      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 the 17th day of January, 1995.
<TABLE>
<CAPTION>
Signature                     Title
- ---------                     ------
<S>                           <C>
/s/ROBERT L. PARKER*
- ------------------------
Robert L. Parker              Chairman of the Board and Director

/s/ ROBERT L. PARKER JR.*
- -------------------------
Robert L. Parker Jr.          President, Chief Executive Officer and Director

/s/ JAMES J. DAVIS*
- -------------------------
James J. Davis                Chief Financial Officer 

/s/ RANDALL L. ELLIS*
- -------------------------
Randall L. Ellis              Controller and Principal Accounting Officer

/s/ DAVID L. FIST*
- -------------------------
David L. Fist                 Director

/s/ JAMES W. LINN*
- -------------------------
James W. Linn                 Director

      Being a majority of the Board of Directors

*By: /s/ WILLIAM W. PRITCHARD       
     -------------------------
      William W. Pritchard

      As Attorney in Fact pursuant to the power of attorney included as
      Exhibit 24 to this registration statement
<PAGE>
<PAGE>


                                 EXHIBIT INDEX

Exhibit
Number      Document

4.1         Parker Drilling Company 1994 Executive Stock Option Plan.

4.2         Form of the Incentive Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

4.3         Form of the Non-Qualified Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

4.4         Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

4.5         Form of the Non-Employee Director Stock Option Agreement under the
            Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

4.6         Parker Drilling Company Deferred Compensation Plan for Non-
            Resident Aliens.

4.7         Restated Articles of Incorporation of the Company, as amended
            (incorporated herein by reference to Exhibit 3a to the Company's
            Annual Report on Form 10-K for the year ended August 31, 1989, as
            amended on Form 8 dated November 21, 1989).

4.8         By-laws of the Company, as amended (incorporated herein by
            reference to Exhibit 3b to the Company's Annual Report on 
            Form 10-K for the year ended August 31, 1992).

5           Opinion of counsel as to legality of securities.

15          Letter of Coopers & Lybrand, independent certified public
            accountants, re unaudited interim financial information.

23.1        Consent of Coopers & Lybrand, independent certified public
            accountants.

23.2        Consent of counsel (included in Exhibit 5 hereto).

24          Power of Attorney


<PAGE>

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19666}]
{"company-data": {"conformed-name": "PARKER DRILLING CO /DE/", "cik": "0000076321", "assigned-sic": "1381", "irs-number": "730618660", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57345", "film-number": "95501907"}, "business-address": {"street1": "PARKER BLDG", "street2": "EIGHT E THIRD ST", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185858221"}}
As filed with the Securities and Exchange Commission on January 18, 1995 
                                                   Registration No. 33-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
- ------------------------------------------------------------------------------
                                   FORM S-8

                            REGISTRATION STATEMENT 
                                     Under
                          The Securities Act of 1933

                            PARKER DRILLING COMPANY
            (Exact name of registrant as specified in its charter)

           Delaware                                    73-0618660       
- -------------------------------           ----------------------------------
State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                  8 East Third Street, Tulsa, Oklahoma 74103
          (Address of Principal Executive Offices including Zip Code)

           Parker Drilling Company 1994 Executive Stock Option Plan
     Parker Drilling Company 1994 Non-Employee Director Stock Option Plan
          Parker Drilling Company Limited Deferred Compensation Plan 
                            for Non-Resident Aliens
                                       
                             (Full title of plans)

                           KATHY J. KUCHARSKI, ESQ.
                              8 East Third Street
                             Tulsa, Oklahoma 74103
                                (918) 631-1391
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of 
securities                  Proposed maximum   Proposed maximum   Amount of
to be        Amount to be   offering price     aggregate offer-   registration
registered   registered(1)  per share (2)       ing price (2)      fee
- -----------------------------------------------------------------------------
Parker          2,620,000        $4.50           $11,460,188        $3,952.00
Drilling        shares
Common Stock
$.16 2/3 par
value per 
share ...
- -----------------------------------------------------------------------------
(1)   Indicates the aggregate number of shares of Common Stock authorized and
      reserved for issuance under, or which may be sold upon the exercise of
      options that have previously been granted and/or may be granted to
      certain persons under, the Parker Drilling Company 1994 Executive Stock
      Option Plan (2,400,000 shares), the Parker Drilling Company 1994 Non-
      Employee Director Stock Option Plan (200,000 shares) and the Parker
      Drilling Company Limited Deferred Compensation Plan for Non-Resident
      Aliens (20,000 shares).  Also includes an indeterminate number of shares
      of Parker Drilling Company Common Stock that may be issuable by reason
      of stock splits, stock dividends or similar transactions.

(2)   This calculation is made solely for the purpose of determining the
      registration fee pursuant to the provisions of Rule 457(h) under the
      Securities Act of 1933 as follows:  (i) in the case of shares of Common
      Stock which may be purchased upon the exercise of outstanding options,
      the fee is calculated on the basis of the price at which the options may
      be exercised; and (ii) in the case of shares of Common Stock (a) for
      which options have not yet been granted and the option price of which is
      therefore unknown, and (b) relating to the Parker Drilling Company
      Limited Deferred Compensation Plan for Non-Resident Aliens, the fee is
      calculated on the basis of the average high and low sale price per share
      of Common Stock as reported on the New York Stock Exchange on 
      January 13, 1995.
PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

      The information called for in Part I of Form S-8 is currently included
in the respective prospectuses for the Parker Drilling Company 1994 Executive
Stock Option Plan, the Parker Drilling Company Non-Employee Director Stock
Option Plan, and the Parker Drilling Company Limited Deferred Compensation
Plan for Non-Resident Aliens, and is not being filed in accordance with the
rules and regulations of the Securities and Exchange Commission (the "SEC")
with or included in this Form S-8.  

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
            ----------------------------------------

      The following documents filed by Parker Drilling Company (the
"Registrant") with the SEC are incorporated in this registration statement by
reference:

      1.    The Registrant's Annual Report on Form 10-K for the fiscal year
            ended August 31, 1994 (File No.  1-7573):

      2.    All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            since the end of the fiscal year covered by the Annual Report
            referred to above; and

      3.    The description of the Registrant's Common Stock (the "Common
            Stock") which is contained in the Registrant's registration
            statement filed pursuant to Section 12 of the Exchange Act and all
            amendments thereto and reports filed for the purpose of updating
            such description.

      In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof
and prior to the filing of a post-effective amendment indicating that all
securities offered pursuant to this registration statement have been sold or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.
                                    II - 1
Item 4.     DESCRIPTION OF SECURITIES.
            --------------------------
      Not Applicable

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
            ---------------------------------------

      William W. Pritchard, whose opinion of counsel is attached hereto as
      Exhibit 5, is Vice President and General Counsel of the Company.  As of
      December 31, 1994, Mr. Pritchard directly and indirectly beneficially
      owned, subject in some cases to certain restrictions, 49,739 shares of
      common stock.  Mr. Pritchard is eligible to participate in the Parker
      Drilling Company 1994 Executive Stock Option Plan and has been granted
      an incentive stock option thereunder to purchase 67,000 shares.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
            ------------------------------------------

      Article Twelve ("Article Twelve") of the Company's Restated Certificate
of Incorporation (the "Company Certificate") limits the scope of personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, and, along with
Article Eleven of the By-Laws of the Company ("Article Eleven"), defines the
rights of the Company directors and officers to indemnification by the Company
in the event of personal liability or expenses incurred by them as a result of
certain litigation against them.  Set forth below are descriptions of Article
Twelve and Article Eleven.

      The Delaware General Corporation Law (the "GCL") empowers the Company to
indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company.  

      In addition, the GCL authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care.  Article
Twelve of the Company Certificate limits the liability of the directors to the
Company or its stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the GCL.  Article
Eleven of the Company's By-laws provide that the Company shall indemnify any
director or officer serving as such at the request of the Corporation for all
loss, expenses, costs and legal fees reasonably incurred by him arising out of
any actions, suit or proceeding in which he may be involved by reason of his
association with the Company.  The By-laws do not allow indemnification where
such director or officer has 

                                    II - 2
been finally adjudged derelict in the performance of his duties as an officer
or director.  The By-laws provide that these rights are not exclusive of other
rights which any director or officer may be entitled.

      The directors and officers of the Company are covered by an insurance
policy, indemnifying them against certain civil liabilities, including certain
liabilities under the federal securities laws, which might be incurred by them
in such capacity.  Further, the Company has entered into indemnification
agreements with each member of the board of directors which provide for
additional indemnification.  The form of indemnification agreement was
described on pages 14-16 in the Company's Notice of and Proxy for the Annual
Meeting of Stockholders held on December 17, 1986, and such description is
hereby incorporated in this registration statement by reference.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.
            ------------------------------------

      Not Applicable.

Item 8.     EXHIBITS.
            ---------

      4.1   Parker Drilling Company 1994 Executive Stock Option Plan.

      4.2   Form of the Incentive Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

      4.3   Form of the Non-Qualified Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

      4.4   Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

      4.5   Form of the Non-Employee Director Stock Option Agreement under the
            Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

      4.6   Parker Drilling Company Deferred Compensation Plan for Non-
            Resident Aliens.

      4.7   Restated Articles of Incorporation of the Company, as amended
            (incorporated herein by reference to Exhibit 3a to the Company's
            Annual Report on Form 10-K for the year ended August 31, 1989, as
            amended on Form 8 dated November 21, 1989).
                                    II - 3
4.8   By-laws of the Company, as amended (incorporated herein by
            reference to Exhibit 3b to the Company's Annual Report on 
            Form 10-K for the year ended August 31, 1992).

      5     Opinion of counsel as to legality of securities.

      15    Letter of Coopers & Lybrand, independent certified public
            accountants, re unaudited interim financial information.

      23.1  Consent of Coopers & Lybrand, independent certified public
            accountants (included in Part II hereof).

      23.2  Consent of counsel (included in Exhibit 5 hereto).

      24    Power of Attorney

Item 9.     UNDERTAKINGS.
            -------------

      1.    The Registrant hereby undertakes:

      (a)   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 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 paragraphs (a)(i) and (a)(ii) do 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 Exchange Act that are incorporated by
reference in the registration statement.

                                    II - 4
(b)   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.

      (c)   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.

      2.    The Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment and each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.

      3.    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Registrant and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Registrant has been informed that in the opinion of the SEC
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 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 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 - 5
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 Tulsa, State of Oklahoma, on the
17th day of January, 1995.
                                       PARKER DRILLING COMPANY

                                       By:/s/ ROBERT L. PARKER JR.*            
                                         -------------------------
                                       Robert L. Parker Jr.
                                       President and Chief Executive Officer

      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 the 17th day of January, 1995.
Signature                     Title
- ---------                     ------
/s/ROBERT L. PARKER*
- ------------------------
Robert L. Parker              Chairman of the Board and Director

/s/ ROBERT L. PARKER JR.*
- -------------------------
Robert L. Parker Jr.          President, Chief Executive Officer and Director

/s/ JAMES J. DAVIS*
- -------------------------
James J. Davis                Chief Financial Officer 

/s/ RANDALL L. ELLIS*
- -------------------------
Randall L. Ellis              Controller and Principal Accounting Officer

/s/ DAVID L. FIST*
- -------------------------
David L. Fist                 Director

/s/ JAMES W. LINN*
- -------------------------
James W. Linn                 Director

      Being a majority of the Board of Directors

*By: /s/ WILLIAM W. PRITCHARD       
     -------------------------
      William W. Pritchard

      As Attorney in Fact pursuant to the power of attorney included as
      Exhibit 24 to this registration statement
EXHIBIT INDEX

Exhibit
Number      Document

4.1         Parker Drilling Company 1994 Executive Stock Option Plan.

4.2         Form of the Incentive Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

4.3         Form of the Non-Qualified Stock Option Agreement under the Parker
            Drilling Company 1994 Executive Stock Option Plan.

4.4         Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

4.5         Form of the Non-Employee Director Stock Option Agreement under the
            Parker Drilling Company 1994 Non-Employee Director Stock Option
            Plan.

4.6         Parker Drilling Company Deferred Compensation Plan for Non-
            Resident Aliens.

4.7         Restated Articles of Incorporation of the Company, as amended
            (incorporated herein by reference to Exhibit 3a to the Company's
            Annual Report on Form 10-K for the year ended August 31, 1989, as
            amended on Form 8 dated November 21, 1989).

4.8         By-laws of the Company, as amended (incorporated herein by
            reference to Exhibit 3b to the Company's Annual Report on 
            Form 10-K for the year ended August 31, 1992).

5           Opinion of counsel as to legality of securities.

15          Letter of Coopers & Lybrand, independent certified public
            accountants, re unaudited interim financial information.

23.1        Consent of Coopers & Lybrand, independent certified public
            accountants.

23.2        Consent of counsel (included in Exhibit 5 hereto).

24          Power of Attorney