content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on November 4, 1997
                                                       Registration No. 33-_______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                  ________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                  ________________
  
                               PATTERSON ENERGY, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                                     <C>
                             Delaware                                                 75-2504748
  (State or other jurisdiction of incorporation or organization)          (IRS Employer Identification No.)
  
                    4510 Lamesa Highway, Snyder, Texas                                   79549
                 (Address of Principal Executive Offices)                              (ZIP Code)
  </TABLE>
  
                               PATTERSON ENERGY, INC.
                              NON-EMPLOYEE DIRECTORS'
                     STOCK OPTION PLAN, AS AMENDED(THE "PLAN")
                              (Full title of the plan)
  
                                 CLOYCE A. TALBOTT
                                4510 LAMESA HIGHWAY
                                  SNYDER, TX 79549
                      (Name and address of agent for service)
  
                                   (915) 573-1104
           (Telephone number, including area code, of agent for service)
  
                                     COPIES TO:
  <TABLE>
  <S>                                                            <C>
  JAMES C. BROWN, VICE PRESIDENT--FINANCE                            THOMAS H. MAXFIELD, ESQ.
            4510 LAMESA HIGHWAY                                        BAKER & HOSTETLER LLP
           SNYDER, TEXAS   79549                                 303 EAST 17TH AVENUE, SUITE 1100
                                                                      DENVER, COLORADO 80203
  </TABLE>
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ===========================================================================================================
                                                     Proposed          Proposed maximum
    Title of securities      Amount to be        maximum offering     aggregate offering         Amount of
      to be registered        registered         price per share(1)         price(1)         registration fee
    -------------------   ------------------    ----------------      ------------------     ----------------
   <S>                       <C>                     <C>                   <C>                  <C>
   Common Stock              60,000 shares           $56.00                $3,360,000           $1,019
  ===========================================================================================================
  </TABLE>
  
   (1)     Determined in accordance with Rule 457(c) under the Securities Act of
           1933, as amended.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
           Information required by Part I to be contained in Section 10(a)
  prospectus is omitted from this Registration Statement in accordance with Rule
  428 adopted by the Securities and Exchange Commission under the Securities Act
  of 1933 (the "Securities Act) and the Note to Part I of Form S-8.
  <PAGE>   3
  PROSPECTUS
  
                                   60,000 SHARES
  
                               PATTERSON ENERGY, INC.
  
                                    COMMON STOCK
  
  
  
           Patterson Energy, Inc., a Delaware corporation (the "Company"), is
  registering for possible future resale, from time to time, by the holders
  thereof (the "Selling Stockholders"), 60,000 shares (the "Shares") of the
  Company's common stock, par value $0.01 per share (the "Common Stock").  See
  "Selling Stockholders."  The Shares being offered are those acquired by Selling
  Stockholders upon exercise of options to purchase up to 60,000 shares of Common
  Stock (the "Options") granted to Selling Stockholders under the Non-Employee
  Directors' Stock Option Plan, as amended (the "Plan"), of the Company.  The 
  Company will not receive any proceeds from the sale of the Shares.
  
           The Common Stock is traded on the Nasdaq National Market under the
  symbol "PTEN."  On November 3, 1997, the closing sales price of the Common
  Stock was $56.625 per share.
  
                           _____________________________
  
    PROSPECTIVE PURCHASERS OF COMMON STOCK SHOULD CONSIDER CAREFULLY THE MATTERS
                SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 4.
  
                           _____________________________
  
      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
           THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                               IS A CRIMINAL OFFENSE.
  
                           _____________________________
  
           The Selling Stockholders may offer the Shares offered hereby from time
  to time to purchasers directly or through agents, brokers or dealers.  The
  Shares may be sold at market prices prevailing at the time of sale or at
  negotiated prices.  The agents, brokers or dealers through whom sales are made
  may be deemed to be "underwriters" within the meaning of the Securities Act of
  1933, as amended (the "Securities Act"), and any amounts received by them in
  exchange for their services in connection with such sales may be deemed to be
  underwriting commissions.  See "Plan of Distribution."
  
  
  
  
  
                                 November 4, 1997
  
  
  
  
  <PAGE>   4
           NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
  MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
  BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
  TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY
  ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
  AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
  QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
  OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
  HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
  BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
  INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
  HEREOF.
  
  
                               AVAILABLE INFORMATION
  
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith files reports, proxy statements and other information with
  the Securities and Exchange Commission (the "Commission").  Such reports, proxy
  statements, and other information may be inspected and copied at the public
  reference facilities maintained by the Commission at Judiciary Plaza, Room
  1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
  following regional offices:  7 World Trade Center, Suite 1300, New York, New
  York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
  Illinois 60661-2511.  Copies of such materials may be obtained at prescribed
  rates from the Public Reference Section of the Commission at Judiciary Plaza,
  Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The Company's
  Common Stock is traded on the Nasdaq National Market.  The foregoing materials
  can also be inspected at the National Association of Securities Dealers, Inc.,
  1735 K. Street, N.W., Washington, D.C. 20006.
  
           The Company has also filed with the Commission a Registration
  Statement on Form S-3 (together with all amendments and exhibits thereto, the
  "Registration Statement") under the Securities Act with respect to the Shares
  offered hereby.  This Prospectus does not contain all of the information set
  forth in the Registration Statement, certain parts of which are omitted in
  accordance with the rules and regulations of the Commission.  For further
  information pertaining to the Company and the Shares offered hereby, reference
  is made to the Registration Statement, copies of which may be inspected without
  charge at the public reference facilities maintained by the Commission at
  Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
  copies of which may be obtained from the Commission upon payment of the
  prescribed fees.
  
           In addition, the Commission maintains a web site that contains
  reports, proxy and information statements, and other information regarding
  registrants that file electronically with the Commission.  The Company is such
  a filer.  The Commission's web site address is (http://www.sec.gov).
  
  
  
  
  
                                         2
  <PAGE>   5
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  
      The following documents, which have been filed by the Company with the
  Commission, are hereby incorporated by reference into this Prospectus:
  
           (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1996.
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1997.
  
           (c) The Company's Current Report on Form 8-K dated July 30, 1996, and
  filed with the Commission on August 2, 1996, as amended by Form 8-K/A dated
  July 30, 1996, and filed with the Commission on August 15, 1996, as further
  amended by Form 8-K/A dated July 30, 1996, and filed with the Commission on
  September 27, 1996.
  
           (d) The Company's Current Report on Form 8-K dated January 3, 1997,
  and filed with the Commission on January 16, 1997.
  
           (e) The Company's Current Report on Form 8-K dated January 7, 1997,
  and filed with the Commission on January 8, 1997.
  
           (f) The Company's Current Report on Form 8-K dated January 27, 1997,
  and filed with the Commission on February 12, 1997.
  
           (g) The Company's Current Report on Form 8-K dated May 7, 1997, and
  filed with the Commission on May 19, 1997.
  
           (h) The Company's Current Report on Form 8-K dated June 3, 1997, and
  filed with the Commission on June 11, 1997.
  
           (i) The Company's Current Report on Form 8-K dated June 12, 1997, and
  filed with the Commission on June 19, 1997, as amended by Form 8-K/A dated June
  12, 1997, and filed with the Commission on August 12, 1997.
  
           (j) The Company's Current Report on Form 8-K dated July 1, 1997, and
  filed with the Commission on July 15, 1997.
  
           (k) The Company Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1997, and filed with the Commission on August 14, 1997.
  
           (l) The Company's Current Report on Form 8-K dated July 24, 1997, and
  filed with the Commission on August 26, 1997.
  
           (m) The Company's Current Report on Form 8-K dated August 5, 1997, and
  filed with the Commission on August 26, 1997.
  
           (n) The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission under
  the Exchange Act.
  
      All documents filed by the Company after the date of this Prospectus
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
  the termination of the offering hereunder shall be deemed to be incorporated by
  reference into this Prospectus 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 Prospectus 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 Prospectus.
  
      The Company will provide, without charge to each person to whom a copy of
  this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all of the documents incorporated herein by reference,
  other than exhibits to such documents (unless such exhibits are specifically
  incorporated by reference in such documents).  Written requests for such copies
  should be directed to James C. Brown, Vice President - Finance, Patterson
  Energy, Inc., at the Company's principal executive offices located at 4510
  Lamesa Highway, Snyder, Texas 79549.  Telephone requests may be directed to Mr.
  Brown at (915) 573-1104.
  
  
  
  
  
                                         3
  <PAGE>   6
                                    THE COMPANY
  
  
  
      The Company is engaged in onshore contract drilling for oil and natural
  gas, and, to a lesser extent in the exploration, development and production of
  oil and natural gas.  The Company owns 90 drilling rigs, 85 of which are
  currently operable, and, at June 30, 1997, owner of leasehold interests in
  approximately 59,750 gross (8,836 net) developed acres, 353 gross (88 net)
  productive wells, and 122,029 gross (28,398 net) undeveloped acres.  The
  Company's operations are conducted in the Permian Basin in West Texas and
  Southeastern New Mexico, in South and Southeast Texas, primarily in the Austin
  Chalk Trend, and in the Hardeman Basin in North Texas.  The Company was
  organized as a Texas corporation in January 1978 and was reorganized as a
  Delaware corporation in 1993.
  
  
                                RECENT ACQUISITIONS
  
      Since December 31, 1996, the Company has acquired a total of 29 drilling
  rigs in three separate transactions.  All of the rigs were fully operable at
  the time of acquisition.  The rigs are mechanical with depth ratings from 7,000
  to 15,000 feet.  These acquisitions have expanded the Company's drilling rig
  fleet from 60 drilling rigs to 90 drilling rigs (85 of which are currently
  operable).   The following subparagraphs set forth a brief description of each
  of the transactions:
  
           --  Five drilling rigs, together with related equipment, two rig-
               hauling trucks, an office, shop and a yard located in Hobbs, New
               Mexico, were acquired in April 1997 from a privately-held company
               based in Hobbs in consideration for a total of $5.5 million in
               cash.  These five rigs were added to the Company's drilling rig
               fleet during April.
  
           --  Twenty-one drilling rigs, together with related equipment, rig-
               hauling trucks and trailers and a yard and shop located in
               Abilene, Texas, were acquired from Wes-Tex Drilling Company
               ("Wes-Tex") in June 1997 for a purchase price of approximately
               $35.4, consisting of $25 million in cash, 566,000 shares of Common
               Stock of the Company valued at $15.75 per share, and a three-year
               stock purchase warrant valued at $3.12 per share to purchase an
               additional 400,000 shares of the Company's Common Stock
               exercisable at $16.00 per share and approximately $190,000 of
               other direct costs incurred relative to the transaction.  These 21
               rigs were added to the Company's drilling rig fleet during June.
               Wes-Tex is a privately held company based in Abilene, Texas.
  
           --  Three drilling rigs, together with related drilling equipment and
               a vehicle were acquired in August 1997 from a privately held
               company based in Midland, Texas in consideration for a cash
               payment of $4.25 million.  These rigs were added to the Company's
               drilling rig fleet in August.
  
  
                                   RISK FACTORS
  
      In addition to the other information contained in, or incorporated by
  reference into, this Prospectus, prospective purchasers in this offering should
  carefully consider the following factors relating to the Company and its
  businesses and the oil and natural gas industry when evaluating an investment
  in the shares offered hereby.
  
  
      VOLATILITY OF OIL AND NATURAL GAS PRICES.  The Company's revenue,
  profitability and future rate of growth are substantially dependent upon
  prevailing prices for oil and natural gas, both with respect to its contract
  drilling operations and its oil and natural gas operations.  In recent years,
  oil and natural gas prices and, therefore, the level of drilling, exploration,
  development and production, have been extremely volatile.  Prices are affected
  by market supply and demand factors as well as actions of state and local
  agencies, the U.S. and foreign governments and international cartels.  All of
  these factors are beyond the control of the Company.  Any significant or
  extended decline in oil and/or natural gas prices will have a material adverse
  effect on the Company's financial condition and operations and could impair
  access to sources of capital.
  
      MARKET CONDITIONS FOR CONTRACT DRILLING SERVICES.  The contract drilling
  business has experienced increased demand for drilling services since
  approximately 1995 due to stronger oil and natural gas prices.  However, the
  market for onshore contract drilling services was generally depressed between
  mid-1982, when crude oil and natural gas prices began to weaken, and
  approximately 1995.  A particularly sharp decline in demand for contract
  drilling services occurred in 1986
  
  
  
  
  
                                         4
  <PAGE>   7
  because of the worldwide collapse in oil prices (to approximately $10.00 per
  Bbl in April 1986 in the U.S.).  Since this time and except during the
  occasional upturns, there have been substantially more drilling rigs available
  than necessary to meet demand in most operating and geographic segments of the
  domestic drilling industry.  As a result, drilling contractors have had
  difficulty sustaining profit margins.  In addition to adverse effects that
  future declines in demand could have on the Company, ongoing movement or
  reactivation of onshore drilling rigs or new construction of drilling rigs
  could adversely affect rig utilization rates and pricing, even in an
  environment of stronger oil and natural gas prices and increased drilling
  activity.  The Company cannot predict either the future level of demand for its
  contract drilling services or future conditions in the contract drilling
  industry.
  
      SEVERE SHORTAGE OF DRILL PIPE IN THE CONTRACT DRILLING INDUSTRY.  There
  continues to be a severe shortage of drill pipe in the contract drilling
  industry in the U.S.  This shortage has caused the price of drill pipe to
  increase significantly over the past approximate 40 months and has required
  orders for new drill pipe to be placed at least one year in advance of expected
  use.  The price increase and the delay in delivery has caused the Company to
  substantially increase capital expenditures in its contract drilling segment
  over the past approximate 40 months, primarily with respect to new drill pipe
  purchases.  In the event the shortage continues, the Company may be unable to
  obtain the drill pipe required for its contract drilling operations.
  
      RECENT RAPID GROWTH; ASSOCIATED RISKS.  The Company has experienced rapid
  and substantial growth over the past four years, particularly in its contract
  drilling segment, and, if favorable opportunities arise in the future, intends
  to further expand its drilling fleet through selected acquisitions.  Continued
  growth could strain the Company's management, operations, employees and
  resources.  There can be no assurance that the Company will be able to manage
  growth effectively or that it will be successful in maintaining the market
  share attributable to operable drilling rigs acquired by the Company.  If the
  Company is unable to manage its growth, its business, results of operations or
  financial condition could be materially adversely affected.
  
      NO ASSURANCE OF ADDITIONAL GROWTH THROUGH ACQUISITIONS.  The Company's
  growth has been enhanced materially by strategic acquisitions that have
  substantially increased the Company's drilling rig fleet.  One element of the
  Company's strategy is to make acquisitions in markets in which it currently
  operates.  While the Company believes that the land drilling industry is highly
  fragmented and that significant acquisition opportunities are available, there
  can be no assurance that suitable acquisition candidates can be found, and the
  Company is likely to face competition from other companies for available
  acquisition opportunities.  In addition, if the prices paid by buyers of
  drilling rigs remain at current levels or continue to rise, the Company may
  find fewer acceptable acquisition opportunities.  There can be no assurance
  that the Company will have sufficient capital resources to complete
  acquisitions, that acquisitions can be completed on terms acceptable to the
  Company or that any completed acquisition would improve the Company's financial
  condition, results of operations, business or prospects in any material manner.
  
      CURRENT SHORTAGES OF QUALIFIED DRILLING RIG PERSONNEL.  Increases in
  domestic drilling demand since mid-1995 and recent increases in contract
  drilling activity have resulted in a shortage of qualified drilling rig
  personnel in the industry.  If the Company is unable to attract and retain
  sufficient qualified personnel, its ability to market and operate its drilling
  rigs will be restricted.  Further, labor shortages could result in wage
  increases, which could reduce the Company's operating margins.
  
      RELIANCE ON KEY PERSONNEL.  The Company is highly dependent upon its
  executive officers and key employees.  The unexpected loss of the services of
  any of these individuals, particularly Cloyce A. Talbott or A. Glenn Patterson,
  the Chief Executive Officer and the President of the Company, respectively,
  could have a detrimental effect on the Company.  The Company has no employment
  agreements with any of its executive officers.  The Company maintains key man
  insurance on the lives of Messrs. Talbott and Patterson in the amount of $3
  million each.
  
      RISKS OF OIL AND NATURAL GAS EXPLORATION, DEVELOPMENT AND PRODUCTION.  The
  search for oil and natural gas often results in unprofitable efforts, not only
  from dry holes, but also from wells which, though productive, do not produce
  oil or natural gas in sufficient quantities to return a profit on the costs
  incurred.  No assurance can be given that any oil or natural gas reserves
  located by the Company in the future will be commercially productive.  In
  addition, the cost of drilling, completing and operating wells is often
  uncertain, and drilling may be delayed or canceled as a result of many factors,
  including unacceptably low oil and natural gas prices, oil and natural gas
  property title problems, inclement weather conditions and financial instability
  of well operators and working interest owners.  Furthermore, the availability
  of
  
  
  
  
  
                                         5
  <PAGE>   8
  a ready market for the Company's oil and natural gas depends on numerous
  factors beyond its control, including demand for and supply of oil and natural
  gas, general economic conditions, proximity of natural gas reserves to
  pipelines, weather conditions and government regulation.
  
      COMPETITION.  The Company encounters intense competition in its contract
  drilling operations from other drilling contractors.  The competitive
  environment for contract drilling services involves such factors as drilling
  rates, availability and condition of drilling rigs and equipment, reputation
  and customer relations.  The Company faces strong competition from major oil
  companies, independent oil and natural gas companies and individual producers
  and operators in acquiring oil and natural gas leases for exploration and
  development.  Many of the competitors in each of the Company's lines of
  business have substantially greater financial and other resources than the
  Company.
  
      OPERATING HAZARDS AND UNINSURED RISKS.  Contract drilling and oil and
  natural gas activities are subject to a number of risks and hazards which could
  cause serious injury or death to persons, suspension of drilling operations and
  serious damage to equipment or property of others and, in addition to
  environmental damage, could cause substantial damage to producing formations
  and surrounding areas.  Damages to the environment could result from the
  Company's operations, particularly through oil spills, gas leaks, discharges of
  toxic gases or extensive uncontrolled fires.  In addition, the Company could
  become subject to liability for reservoir damages.  The occurrence of a
  significant event, including pollution or environmental damage, could
  materially affect the Company's operations and financial condition.  Although
  the Company believes that it is adequately insured against normal and
  foreseeable risks in its operations in accordance with industry standards, such
  insurance may not be adequate to protect the Company against liability from all
  consequences of well disasters, extensive fire damage or damage to the
  environment.  No assurance can be given that the Company will be able to
  maintain adequate insurance in the future at rates it considers reasonable or
  that any particular types of coverage will be available.  Furthermore, a
  portion of the Company's contract drilling is done on a turnkey basis, which
  involves substantial economic risks.  Under turnkey drilling contracts, the
  Company contracts to drill a well to a contract depth under specified
  conditions for a fixed price.  The risks to the Company under this type of
  drilling contract are substantially greater than on a well drilled on a daywork
  or footage basis since the Company assumes most of the risks associated with
  the drilling operations generally assumed by the operator of the well in a
  daywork or footage contract, including risk of blowout, machinery breakdowns
  and abnormal drilling conditions.  Accordingly, if severe drilling problems are
  encountered in drilling wells under a turnkey contract, the Company could
  suffer substantial losses associated with that contract.  For the year ended
  December  31, 1996, and six months ended June 30, 1997, the percentage of the
  Company's contract drilling operation revenues attributable to turnkey
  contracts was 8.0% and 5.6%, respectively.
  
      ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION MATTERS.  The Company's
  operations are subject to numerous domestic laws and regulations that relate
  directly or indirectly to the drilling of oil and natural gas wells, including
  laws and regulations controlling the discharge of materials into the
  environment, requiring removal and cleanup under certain circumstances or
  otherwise relating to the protection of the environment.  Laws and regulations
  protecting the environment have generally become more stringent in recent
  years, and may in certain circumstances impose strict liability, rendering a
  person liable for environmental damage without regard to negligence or fault on
  the part of such person.  To date, the Company has not been required to expend
  significant resources in order to comply with applicable environmental laws and
  regulations nor has it incurred any fines or penalties for noncompliance.
  However, compliance costs under existing legal requirements and under any new
  requirements could become material, and the Company could incur liability in
  the future for noncompliance.  Additional matters subject to governmental
  regulation include discharge permits for drilling operations, performance
  bonds, reports concerning operations, spacing of wells, unitization and pooling
  of properties, disposal of produced water and taxation.  From time to time,
  regulatory agencies have imposed price controls and limitations on production
  by restricting the rate of flow of oil and natural gas wells below actual
  production capacity in order to conserve supplies of oil and natural gas.  In
  addition, although the Company performed visual inspections on three yards
  acquired by it during 1996, the Company did not obtain Phase I environmental
  reports on any of the yards, which reports, if obtained, may have revealed
  potential environmental liabilities not otherwise apparent from the Company's
  visual inspection.  The Company typically does not have indemnifications from
  the respective sellers of the yards for preclosing environmental liabilities.
  Accordingly, any loss resulting from environmental liabilities from any of
  these yards, or from any other properties acquired or sold by the Company or
  its predecessors in interest, may be borne by the Company.
  
      UNCERTAINTY OF OIL AND NATURAL GAS RESERVE ESTIMATES.  Estimates of the
  Company's proved developed reserves and future net revenues are based on
  engineering reports prepared by an independent petroleum engineer based upon a
  
  
  
  
  
                                         6
  <PAGE>   9
  review of production histories and other geologic, economic, ownership and
  engineering data provided by the Company.  These estimates are based on several
  assumptions that the Securities and Exchange Commission requires oil and
  natural gas companies to use, including for example, constant oil and natural
  gas prices.  Such estimates are inherently imprecise indications of future net
  revenues.  Actual future production, revenues, taxes, production costs and
  development costs may vary substantially from those assumed in the estimates.
  Any significant variance could materially affect the estimates.  In addition,
  the Company's reserves might be subject to upward or downward adjustment based
  on future production, results of future exploration and development, prevailing
  oil and natural gas prices and other factors.
  
      CONFLICTS OF INTEREST.  Certain of the Company's directors and executive
  officers and their respective affiliates have participated and may continue to
  participate from time to time in oil and natural gas prospects and properties
  in which the Company has an interest.  Conflicts of interest may arise between
  such persons and the Company as to the advisability of conducting drilling and
  recompletion activities on these properties.  Of the 249 wells operated by the
  Company at March 31, 1997, the Company's directors, officers and/or their
  respective affiliates were working interest owners in approximately 106 wells.
  
  
      NO PAST DIVIDENDS.  The Company has paid no cash dividends on the Common
  Stock in the past and does not intend to do so in the foreseeable future.  The
  terms of an existing $30 million bank line of credit prohibit the payment of
  dividends by the Company without the prior written consent of the bank.
  
      ANTI-TAKEOVER MEASURES.  The Company, a Delaware corporation, is subject to
  the General Corporation Law of the State of Delaware, including Section 203, an
  anti-takeover law enacted in 1988.  The Company has also enacted certain anti-
  takeover measures, including a stockholder rights plan.  As a result of these
  provisions, potential acquirers of the Company may find it more difficult or be
  discouraged from attempting to effect an acquisition transaction with the
  Company, thereby possibly depriving holders of the Company's securities of
  certain opportunities to sell or otherwise dispose of such securities at above-
  market prices pursuant to such transactions.  See "Description of Capital
  Stock."
  
      SUPERIOR RIGHTS OF PREFERRED STOCK.  The Company has a class of authorized
  Preferred Stock.  The Board of Directors, without stockholder approval, may
  issue shares of the Preferred Stock with rights and preferences adverse to the
  voting power or other rights of the holders of the Common Stock.  No Preferred
  Stock has been issued.  However, such number of shares of Preferred Stock as is
  sufficient to permit the exercise in full of the Rights (approximately 148,000
  shares as of the date of this Prospectus) has been reserved for issuance upon
  exercise of the Rights described under "Description of Capital Stock -
  Stockholder Rights Plan."
  
      SHARES ELIGIBLE FOR FUTURE SALE. As of the date of this Prospectus, the
  Company had 14,807,266 shares of Common Stock outstanding, 14,104,765 shares of
  which are freely tradable without substantial restriction or the requirement of
  future registration under the Securities Act.  Of the remaining 702,501 shares,
  690,501 shares are held by "affiliates" of the Company, as that term is defined
  in Rule 144 under the Securities Act, and may be sold subject to the provisions
  of Rule 144, and 12,000 shares are eligible for sale under the Registration
  Statement.  In addition, the Company has reserved for issuance 600,000 shares
  of Common Stock pursuant to the exercise of outstanding options and warrants
  variously held by three non-affiliated persons.  These shares will be eligible
  for sale under a shelf registration statement to be filed by the Company with
  the Commission on or about the date of this Prospectus.  Also, 250,368 shares
  of Common Stock issuable upon the exercise of outstanding employee and non-
  employee director options that are vested (including 22,000 shares issuable
  upon exercise of Options outstanding under the Plan) are eligible for sale in
  the public market and 396,336 shares of Common Stock issuable upon exercise of
  such options that are not vested (including 6,000 shares issuable upon exercise
  of Options outstanding under the Plan) will become eligible for sale in the
  public market as such options become vested and are exercised.  Sales of
  substantial amounts of common stock in the public market could adversely affect
  the prevailing market price of the Common Stock.
  
      No prediction can be made as to the effect, if any, that future sales of
  shares or the availability of shares for sale will have on the market price for
  Common Stock prevailing from time to time.  Sales of substantial amounts of
  Common Stock in the public market, or the perception of the availability of
  shares for sale, could adversely affect the prevailing market price of the
  Common Stock and could impair the Company's ability to raise capital through
  the sale of its equity securities.
  
  
  
  
  
                                         7
  <PAGE>   10
                                  USE OF PROCEEDS
  
  
      The Company will not receive any proceeds from the sale of the Shares.
  
  
                                  DIVIDEND POLICY
  
      The Company has not paid cash dividends on the Common Stock in the past and
  does not expect to pay any cash dividends on the Common Stock in the
  foreseeable future.  The Company instead intends to retain its earnings to
  support the operations and growth of its businesses.  Any future cash dividends
  would depend on future earnings, capital requirements, the Company's financial
  condition and other factors deemed relevant by the Board of Directors.  In
  addition, the terms of an existing $30 million bank line of credit prohibit
  payment of dividends by the Company without the prior written consent of the
  bank.
  
  
                                SELLING STOCKHOLDERS
  
      The following table sets forth certain information as of October 31, 1997,
  with respect to the Selling Stockholders and the beneficial ownership of Common
  Stock by each of them before and after the offering being made hereby.  Such
  information was provided to the Company by the Selling Stockholders for
  inclusion in this Prospectus.  Additional information concerning the Selling
  Stockholders and the Shares is set forth in the notes to the table.  The
  Company may supplement this Prospectus from time to time to disclose the names,
  relationships to the Company and holding of shares of the existing or
  additional Selling Stockholders.
  <TABLE>
  <CAPTION>
                                                                                       
                                                   Shares Owned                                       Shares Owned
                                                  Before Offering             Shares Being           After Offering(1)    
                                           -----------------------------         Offered             -----------------
                   Name                     Number              Percent      In the Offering       Number       Percent
                   ----                     ------              -------      ---------------       ------       -------
   <S>                                        <C>                 <C>              <C>              <C>           <C>
   Kenneth E. Davis(2) . . . . . . . .        77,625(3)           *                12,000           74,215         *
   Robert C. Gist(2) . . . . . . . . .        37,886(4)           *                12,000           26,886         *
   Vincent A. Rossi, Jr.(2)  . . . . .        10,000(5)           *                10,000            -0-          -0-
  </TABLE>
  _________
  *   Less than 1%.
  
  (1) Assumes all Shares offered hereby are sold.
  
  (2) A director of the Company.
  
  (3) Includes 12,000 Shares acquired by Mr. Davis pursuant  to exercise of
      Options granted under the Plan, but does not include an additional 2,000
      Shares purchasable under Options exercisable more than 60 days from the
      date hereof.
  
  (4) Includes 12,000 Shares purchasable under Options currently exercisable
      under the Plan, but does not include an additional 2,000 Shares purchasable
      under Options exercisable more than 60 days from the date hereof.
  
  (5) Includes 10,000 Shares purchasable under Options currently exercisable
      under the Plan, but does not include an additional 2,000 Shares purchasable
      under Options exercisable more than 60 days from the date hereof.
  
  
  
  
  
                                         8
  <PAGE>   11
                            DESCRIPTION OF CAPITAL STOCK
  
      The Company is authorized to issue (i) 18,000,000 shares of Common Stock,
  $0.01 Par Value, of which 14,807,266 shares are issued and outstanding as of
  the date of this Prospectus, and (ii) 1,000,000 shares of Preferred Stock,
  $0.01 Par Value, which no shares have been issued.  Stockholders of the Company
  will consider and vote upon a proposal at a special meeting of stockholders
  proposed to be held in December 1997 or January 1998 to amend the Restated 
  Certificate of Incorporation of the Company to increase the Company's Common 
  Stock from 18,000,000 shares to 50,000,000 shares.
  
  COMMON STOCK
  
      Holders of Common Stock are entitled to one vote for each share of Common
  Stock held of record on all matters submitted to a vote of stockholders.
  Holders of a majority of the shares of Common Stock outstanding may authorize a
  merger, consolidation, dissolution of the Company, the sale of all or
  substantially all of the Company's assets if not made in the usual or ordinary
  course of the Company's business, or an amendment of the Company's Restated
  Certificate of Incorporation.  In the event of liquidation, holders of Common
  Stock are entitled to share pro rata in any distribution of the Company's
  assets to holders of Common Stock after payment of liabilities and liquidation
  preferences, if any, granted to holders of Preferred Stock.  There are no
  preemptive, subscription, conversion or redemption rights regarding the Common
  Stock.  Holders of Common Stock are entitled to receive such dividends as may
  be declared on the Common Stock by the Board of Directors in its discretion out
  of funds legally available for that purpose.
  
  PREFERRED STOCK
  
      Preferred Stock may be issued in series from time to time with such
  designations, relative rights, priorities, preferences, qualifications,
  limitations and restrictions thereof, to the extent that such are not fixed in
  the Company's Restated Certificate of Incorporation, as the Board of Directors
  determines.  The rights, preferences, limitations and restrictions of different
  series of Preferred Stock may differ with respect to dividend rates, amounts
  payable on liquidation, voting rights, conversion rights, redemption
  provisions, sinking fund provisions and other matters.  The Board of Directors
  may authorize the issuance of Preferred Stock which ranks senior to the Common
  Stock with respect to the payment of dividends and the distribution of assets
  on liquidation.  In addition, the Board of Directors is authorized to fix the
  limitations and restrictions, if any, upon the payment of dividends on Common
  Stock to be effective while any shares of Preferred Stock are outstanding.  The
  Board of Directors, without stockholder approval, can issue Preferred Stock
  with voting and conversion rights which could adversely affect the voting power
  of the holders of Common Stock.  The issuance of Preferred Stock may have the
  effect of delaying, deferring or preventing a change in control of the Company.
  The Company has not issued any shares of Preferred Stock.  However, such number
  of shares of Preferred Stock as is sufficient to permit the exercise in full of
  the Rights pursuant to the Rights Agreement (approximately 148,000 shares as of
  the date of this Prospectus) has been reserved for issuance upon exercise of
  the Rights described under "---Stockholder Rights Plan."
  
  STOCKHOLDER RIGHTS PLAN
  
      General.  In January 1997, the Board of Directors of the Company declared a
  dividend distribution of one preferred share purchase right (a "Right") for
  each outstanding share of Common Stock.  The dividend was paid to the
  stockholders of record on January 17, 1997 (the "Record Date"), and with
  respect to Common Stock issued thereafter until the Distribution Date (as
  defined below), and, in certain circumstances, with respect to Common Stock
  issued after the Distribution Date.  Except as set forth below, each Right,
  when it becomes exercisable, entitles the registered holder to purchase from
  the Company one one-hundredth of a share of Series A Participating Preferred
  Stock, $0.01 par value (the "Preferred Shares"), of the Company at a price of
  $166 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject
  to adjustment.  The description and terms of the Rights are set forth in a
  Rights Agreement (the "Rights Agreement") between the Company and Continental
  Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as
  of January 2, 1997.  The following discussion is a summary of the material
  terms of the Rights Agreement, a copy of which has been incorporated by
  reference as an exhibit to the Registration Statement.
  
      The Rights Agreement.  Initially, the Rights will be attached to all
  certificates representing Common Stock then outstanding, and no separate Right
  Certificates will be distributed.  The Rights will separate from the Common
  Stock upon the earliest to occur of (i) a person or group of affiliated or
  associated persons having acquired beneficial ownership of 15% or more of the
  outstanding shares of Common Stock (except pursuant to a Permitted Offer, as
  hereinafter defined), or (ii)
  
  
  
  
  
                                         9
  <PAGE>   12
  10 days (or such later date as the Board of Directors may determine) following
  the commencement of, or announcement of an intention to make, a tender offer or
  exchange offer the consummation of which would result in a person or group
  becoming an Acquiring Person (as hereinafter defined) (the earliest of such
  dates being called the "Distribution Date").  A person or group whose
  acquisition of Common Stock causes a Distribution Date pursuant to clause (i)
  above is an "Acquiring Person."  The date that a person or group becomes an
  Acquiring Person is the "Shares Acquisition Date."
  
      The Rights Agreements provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Common Stock.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), new
  Common Stock certificates issued after the Record Date upon transfer or new
  issuance of Common Stock will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificates for
  Common Stock outstanding as of the Record Date, even without such notation or a
  copy of a summary of the Rights being attached thereto, will also constitute
  the transfer of the Rights associated with the Common Stock represented by such
  certificate.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Right Certificates") will be mailed to
  holders of record of the Common Stock as of the close of business on the
  Distribution Date (and to each initial record holder of certain Common Stock
  issued after the Distribution Date), and such separate Right Certificates alone
  will evidence the Rights.
  
      The Rights are not exercisable until the Distribution Date and will expire
  at the close of business on January 2, 2007, unless earlier redeemed by the
  Company as described below.
  
      In the event that any person becomes an Acquiring Person (except pursuant
  to a tender or exchange offer which is for all outstanding Common Stock at a
  price and on terms which a majority of certain members of the Board of
  Directors determines to be adequate and in the best interests of the Company,
  its stockholders and other relevant constituencies, other than such Acquiring
  Person, its affiliates and associates (a "Permitted Offer")), each holder of a
  Right will thereafter have the right (the "Flip-In Right") to receive upon
  exercise the number of shares of Common Stock or, in the discretion of the
  Board of Directors of the Company, of one one-hundredths of a Preferred Share
  (or, in certain circumstances, other securities of the Company) having a value
  (immediately prior to such triggering event) equal to two times the Purchase
  Price.  Notwithstanding the foregoing, following the occurrence of the event
  described above, all Rights that are, or (under certain circumstances specified
  in the Rights Agreement) were, beneficially owned by any Acquiring Person or
  any affiliate or associate thereof will be null and void.
  
      In the event that, at any time following the Shares Acquisition Date, (i)
  the Company is acquired in a merger or other business combination transaction
  in which the holders of all of the outstanding Common Stock immediately prior
  to the consummation of the transaction are not the holders of all of the
  surviving company's voting power, or (ii) more than 50% of the Company's assets
  or earning power is sold or transferred, in either case with or to an Acquiring
  Person or any affiliate or associate or any other person in which such
  Acquiring Person, affiliate or associate has an interest or any person acting
  on behalf of or in concert with such Acquiring Person, affiliate or associate,
  or, if in such transaction all holders of Common Stock are not treated alike,
  any other person, then each holder of a Right (excepts Rights which previously
  have been voided as set forth above) shall thereafter have the right (the
  "Flip-Over Right") to receive, upon exercise, common shares of the acquiring
  company having a value equal to two times the Purchase Price.  The holder of a
  Right will continue to have the Flip-Over Right whether or not such holder
  exercises or surrenders the Flip-In Right.
  
      The Purchase Price payable, and the number of Preferred Shares, shares of
  Common Stock or other securities issuable, upon exercise of the Rights are
  subject to adjustment from time to time to prevent dilution (i) in the event of
  a stock dividend on, or a subdivision, combination or reclassification of, the
  Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
  certain rights or warrants to subscribe for or purchase Preferred Shares at a
  price, or securities convertible into Preferred Shares with a conversion price,
  less than the then current market price of the Preferred Shares or (iii) upon
  the distribution to holders of the Preferred Shares of evidences of
  indebtedness or assets (excluding regular quarterly cash dividends) or of
  subscription rights or warrants (other than those referred to above).
  
      The number of outstanding Rights and the number of one one-hundredths of a
  Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Stock or a stock
  dividend on the Common Stock payable in Common Stock or subdivisions,
  consolidations or combinations of the Common Stock occurring, in any such case,
  prior to the Distribution Date.
  
  
  
  
  
                                         10
  <PAGE>   13
      Description of Preferred Shares.  Preferred Shares purchasable upon
  exercise of the Rights will not be redeemable.  Each Preferred Share will be
  entitled to a minimum preferential quarterly dividend payment of $0.01 per
  share but, if greater, will be entitled to an aggregate dividend per share of
  100 times the dividend declared per share of Common Stock.  In the event of
  liquidation, the holders of the Preferred Shares will be entitled to a minimum
  preferential liquidation payment of $1.00 per share; thereafter, and after the
  holders of the Common Stock receive a liquidation payment of $0.01 per share,
  the holders of the Preferred Shares and the holders of the Common Stock will
  share the remaining assets in the ratio of 100 to 1 (as adjusted) for each
  Preferred Share and share of Common Stock so held, respectively.  Finally, in
  the event of any merger, consolidation or other transaction in which shares of
  Common Stock are exchanged, each Preferred Share will be entitled to receive
  100 times the amount received per share of Common Stock.  These rights are
  protected by customary antidilution provisions.  In the event that the amount
  of accrued and unpaid dividends on the Preferred Shares is equivalent to six
  fully quarterly dividends or more, the holders of the Preferred Shares shall
  have the right, voting as a class, to elect two directors in addition to the
  directors elected by the holders of the Common Stock until all cumulative
  dividends on the Preferred Shares have been paid through the last quarterly
  dividend payment date or until noncumulative dividends have been paid regularly
  for at least one year.
  
      Redemption.  At any time prior to the earlier to occur of (i) a person
  becoming an Acquiring Person or (ii) the expiration of the Rights, and under
  certain other circumstances, the Company may redeem the Rights in whole, but
  not in part, at a price of $0.01 per Right (the "Redemption Price"), which
  redemption shall be effective upon the action of the Board of Directors.
  Additionally, following the Shares Acquisition Date, the Company may redeem the
  then outstanding Rights in whole, but not in part, at the Redemption Price
  provided that such redemption is in connection with a merger or other business
  combination transaction or series of transactions involving the Company in
  which all holders of Common Stock are treated alike but not involving an
  Acquiring Person or its affiliates or associates.
  
      Anti-Takeover Effect.  The distribution of the Rights may have the effect
  of delaying, deferring or preventing a change in control of the Company
  notwithstanding that a majority of the stockholders might benefit from such a
  change in control.
  
  OTHER PROVISIONS HAVING POSSIBLE ANTI-TAKEOVER EFFECT
  
      Delaware, like many other states, permits a corporation to adopt a number
  of measures through amendment of the corporate charter or bylaws or otherwise,
  which, along with certain provisions of the Delaware General Corporation Law
  (the "DGCL"), may have the effect of delaying or deterring any unsolicited
  takeover attempts notwithstanding that a majority of the stockholders might
  benefit from such a takeover or attempt.  In connection with the Company's
  reincorporation, the right of stockholders to cumulate votes in the election of
  directors was eliminated.  In addition, Section 203 of the DGCL, which will
  apply to the Company since the Common Stock has been approved for quotation on
  the Nasdaq National Market, restricts certain "business combinations" with an
  "interested stockholder" for three years following the date such person becomes
  an interested stockholder, unless the Board of Directors approves the business
  combination.  "Business combination" is defined to include mergers, sale of
  assets and other similar transactions with an "interested stockholder."  An
  "interested stockholder" is defined as a person who, together with affiliates
  and associates, owns (or, within the prior three years, did own) 15% or more of
  the corporation's voting stock.  By delaying or deterring unsolicited takeover
  attempts, these provisions could adversely affect prevailing market prices for
  the Company's Common Stock.
  
      The Company's Restated Certificate of Incorporation and Bylaws contain
  certain provisions that could discourage potential takeover attempts and make
  more difficult attempts by stockholders to change management.  The following
  paragraphs set forth a summary of these provisions:
  
      Special Meetings of Stockholders.  The Restated Certificate of
  Incorporation provides that special meetings of stockholders may be called only
  by the Board of Directors (or a majority of the members thereof), the Chief
  Executive Officer, the President or the holders of a majority of the
  outstanding stock entitled to vote at such special meeting.  This provision
  will make it more difficult for stockholders to call a special meeting.
  
      No Stockholder Action by Written Consent.  The Restated Certificate of
  Incorporation provides that stockholder action may be taken only at annual or
  special meetings and not by written consent of the stockholders.
  
      Advance Notice Requirements for Stockholder Proposals and Director
  Nominations.  The Bylaws provide that
  
  
  
  
  
                                         11
  <PAGE>   14
  stockholders seeking to bring business before an annual meeting of
  stockholders, or to nominate candidates for election as directors at an annual
  meeting of stockholders, must provide timely notice thereof in writing.  To be
  timely, a stockholder's notice must be delivered to, or mailed and received at,
  the principal executive offices of the Company not less than 30 days nor more
  than 60 days prior to the meeting as originally scheduled; provided that in the
  event less than 40 days written notice is given to stockholders, notice by the
  stockholder to be made timely must be received not later than the close of
  business on the 10th day following the day on which such notice of the date of
  the annual meeting was mailed.  These Bylaws also specify certain requirements
  for a stockholder's notice to be in proper written form.  These provisions may
  preclude some stockholders from bringing matters before the stockholders at an
  annual meeting or from making nominations for directors at an annual meeting.
  
      Authorized Class of Preferred Stock.  See "---Preferred Stock" for
  information concerning the Company's Preferred Stock.
  
  TRANSFER AGENT
  
      The transfer agent for the Common Stock is Continental Stock Transfer &
  Trust Company, New York, New York.
  
  
                                PLAN OF DISTRIBUTION
  
  
      The distribution of the Shares by the Selling Stockholders may be effected
  from time to time in one or more transactions (which may involve block
  transactions) on the Nasdaq National Market or otherwise, in negotiated
  transactions, or a combination of such methods of sale, at market prices
  prevailing at the time of sale, at prices related to such prevailing market
  prices or at negotiated prices.  The Selling Stockholders may effect such
  transactions by selling the Shares to or through broker dealers, and such
  broker-dealers may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Stockholders or purchasers of
  Shares for whom they may act as agent (which compensation may be in excess of
  customary commissions).  Such brokers or dealers may be deemed to be
  "underwriters" within the meaning of the Securities Act in connection with such
  sales and any commissions received by them may be deemed to be underwriting
  compensation.
  
      In accordance with applicable rules and regulations promulgated under the
  Exchange Act, any person engaged in the distribution of any of the Shares may
  not simultaneously engage in market activities with respect to any of the
  Common Stock for a period of nine business days prior to the commencement of
  such distribution.  In addition and without limiting the foregoing, the Selling
  Stockholders may be subject to applicable provisions of the Exchange Act and
  the rules and regulations promulgated thereunder, including, without
  limitation, Regulation M, which provisions may limit the timing of purchases
  and sales of Shares by the Selling Stockholders.
  
      The Company and the Selling Stockholders have agreed to indemnify each
  other against certain liabilities, including liabilities, under the Securities
  Act.
  
  
                                   LEGAL MATTERS
  
  
      The validity of the Shares offered hereby will be passed upon for the
  Company by Baker & Hostetler LLP, Denver, Colorado.
  
  
  
  
  
                                         12
  <PAGE>   15
                                      EXPERTS
  
  
      The consolidated balance sheets as of December 31, 1995 and 1996, and the
  consolidated statements of income, stockholders' equity and cash flows for each
  of the three years in the period ended December 31, 1996, incorporated by
  reference in this Prospectus, have been included herein in reliance on the
  report of Coopers & Lybrand L.L.P., independent accountants, given on the
  authority of that firm as experts in auditing and accounting.  With respect to
  the unaudited interim financial information for the periods ended March 31,
  1996 and 1997 and June  30, 1996 and 1997, incorporated by reference in this
  Prospectus, the independent accountants have reported that they have applied
  limited procedures in accordance with professional standards for a review of
  such information.  However, their separate reports included in the Company's
  quarterly reports on Form 10-Q for the quarters ended March 31, 1997 and June
  30, 1997, and incorporated by reference herein, states that they did not audit
  and they do not express an opinion on that interim financial information.
  Accordingly, the degree of reliance on their reports on such information should
  be restricted in light of the limited nature of the review procedures applied.
  The accountants are not subject to the liability provisions of Section 11 of
  the Securities Act of 1933 for their reports on the unaudited interim financial
  information because that report is not a "report" or a "part" of the
  Registration Statement prepared or certified by the accountants within the
  meaning of Sections 7 and 11 of the Securities Act.
  
  The balance sheet of Patterson Drilling Company (formerly known as Tucker
  Drilling Company, Inc.) as of March 31, 1996, and the related statements of
  operations, changes in stockholders' equity and cash flows for each of the two
  years in the period ended March 31, 1996, incorporated by reference in this
  Prospectus and elsewhere in the Registration Statement, have been audited by
  Arthur Andersen LLP, independent public accountants, as indicated in their
  report with respect thereto, and are incorporated herein by reference in
  reliance upon the authority of said firm as experts in giving said reports.
  
  The statements of assets acquired as of December 31, 1996 and 1995 for Wes-Tex
  Drilling Company and the related statements of direct drilling revenue and
  direct operating expenses for each of the three years in the period ended
  December 31, 1996, incorporated by reference to this Prospectus, have been
  included herein in reliance on the report of Davis, Kinard & Co., P.C.,
  independent accountants, given on the authority of that firm as experts in
  auditing and accounting. With respect to the unaudited interim financial
  information as of March 31, 1997, and for the three-month periods ended March
  31, 1997 and 1996, incorporated by reference in this Prospectus, Davis, Kinard
  & Co., P.C. have reported that they have applied limited procedures in
  accordance with professional standards for a review of such information.
  However, their separate report included in the Company's Current Report on Form
  8-K, as amended, dated June 12, 1997, and incorporated by reference herein,
  states that they did not audit and they do not express an opinion on that
  interim financial information.  Accordingly, the degree of reliance on their
  report of such information should be restricted in light of the limited nature
  of review procedures applied.  The accountants are not subject to the liability
  provisions of Section 11 of the Securities Act of 1933 for their report on the
  unaudited financial information because that report is not a "report" or a
  "part" of the Registration Statement prepared or certified by the accountants
  within the meaning of Sections 7 and 11 of the Securities Act.
  
  
  
  
  
                                         13
  <PAGE>   16
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents have been filed by the Registrant with the
  Securities and Exchange Commission and are hereby incorporated by reference
  into this Registration Statement:
  
      a)   Annual Report on Form 10-K for the year ended December 31, 1996;
  
      b)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
  
      c)   Current Report on Form 8-K dated July 30, 1996, as amended by Form 8-
           K/A dated July 30, 1996, as further amended by Form 8-K/A dated July
           30, 1996;
  
      d)   Current Report on Form 8-K dated January 3, 1997;
  
      e)   Current Report on Form 8-K dated January 7, 1997;
  
      f)   Current Report on Form 8-K dated January 27, 1997;
  
      g)   Current Report on Form 8-K dated May 7, 1997;
  
      h)   Current Report on Form 8-K dated June 3, 1997;
  
      i)   Current Report on Form 8-K dated June 12, 1997, as amended by Form 8-
           K/A dated June 12, 1997;
  
      j)   Current Report on Form 8-K dated July 1, 1997;
  
      k)   Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
  
      l)   Current Report on Form 8-K dated July 24, 1997;
  
      m)  Current Report on Form 8-K dated August 5, 1997; and
  
      n)   Description of the Registrant's Common Stock contained in the
           Registrant's Registration Statement on Form 8-A, which became
           effective with the Securities and Exchange Commission on November 2,
           1993.
  
      All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment,
  which indicates all shares under the Plan have been sold or which deregisters
  all shares then remaining unsold under the Plan, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  
  
  
  
                                        II-1
  <PAGE>   17
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      Under provisions of the Restated Certificate of Incorporation, as amended,
  of the Registrant, each person who is or was a director, officer or controlling
  persons of the Registrant will be indemnified by the Registrant as a matter of
  right to the extent permitted or authorized by law.  The effects of the
  Restated Certificate of Incorporation, as amended, and the Delaware General
  Corporation Law may be summarized as follows:
  
           (a)  Under Delaware law, to the extent that such a person is
      successful on the merits in defense of a suit or proceeding brought against
      him by reason of the fact that he is a director or officer of the
      Registrant, he shall be indemnified against expenses (including attorneys'
      fees) reasonably incurred in connection with such action;
  
           (b)  In other circumstances, a director or officer of the Registrant
      may be indemnified against expenses (including attorneys' fees) judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      him in connection with such action, suit or proceeding if he acted in good
      faith and in a manner he reasonably believed to be in and not opposed to
      the best interest of the Registrant, and, with respect to a criminal action
      or proceeding, had no reasonable cause to believe his conduct was unlawful;
      however, in an action or suit by or in the right of the Registrant to
      procure a judgment in its favor, such person will not be indemnified if he
      has been adjudged to be liable to the Registrant unless and only to the
      extent that the Delaware Court of Chancery or the court in which such
      action or suit was brought determines 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 Court of Chancery or such other court deems proper.  A
      determination that indemnification of a director or officer is proper will
      be made by a disinterested majority of the Registrant's Board of Directors,
      by independent legal counsel, or by the stockholders of the Registrant; and
  
           (c)  The Registrant's Restated Certificate of Incorporation, as
      amended, contains a provision which eliminates, to the fullest extent
      permitted by the Delaware General Corporation Law, the liability of
      directors of the Registrant from monetary damages arising from any breach
      of fiduciary duties as a member of the Registrant's Board of Directors.
      This provision will not eliminate liability, for among other matters,
      breaches of duty of loyalty, acts or omissions not in good faith or knowing
      violations of law.  In addition, this provision will not eliminate or limit
      the liability of a director for any act or omission occurring prior to the
      date of the Registrant's reincorporation in the State of Delaware.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
      A total of 12,000 shares (the "Shares") of the Registrant's Common Stock
  was issued by the Registrant in October 1997 prior to the filing of this
  Registration Statement with the Commission pursuant to exercise of options
  granted under the Plan.  These Shares are "restricted securities" within the
  meaning of General Instruction C to Form S-8, and are being registered for
  reoffer pursuant to the "reoffer prospectus," included as a part of this
  Registration Statement.
  
      The Registrant believes that the issuance of the Shares was exempt from the
  registration requirements of Section 5 of the Securities Act of 1933 by virtue
  of Section 4(2) thereof, as a transaction not involving a public offering.
  More specifically, the Shares were issued to a director of the Registrant.
  Such director was able to fend for himself with access to information upon
  which an investment decision was made.
  
  
  
  
  
                                        II-2
  <PAGE>   18
  ITEM 8.  EXHIBITS.
  
      The following exhibits are filed herewith:
  
  
  <TABLE>
  <CAPTION>
     Exhibit     Item 601 Cross
     Number        Reference       Document as Form S-8 Exhibit
     ------     ---------------    ----------------------------
      <S>              <C>         <C>
       4.1             4           Excerpt from Restated Certificate of Incorporation, as amended, of Patterson
                                   Energy, Inc.(1)
  
       4.2             4           Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
                                   and Continental Stock Transfer & Trust Company, as Rights Agent.(2)
  
       5.1             5           Opinion of Baker & Hostetler LLP regarding legality of shares to be offered
  
      10.1             10          Patterson Energy, Inc. 1993 Stock Incentive Plan, as amended
  
      15.1             15          Awareness Letter of Coopers & Lybrand L.L.P.
  
      15.2             15          Awareness Letter of Davis, Kinard & Co., P.C.
  
      23.1             23          Consent of Independent Accountants, Coopers & Lybrand L.L.P.
  
      23.2             23          Consent of Independent Public Accountants, Arthur Andersen LLP
  
      23.3             23          Consent of M. Brian Wallace,  independent petroleum engineer
  
      23.4             23          Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
  
      23.5             23          Consent of Independent Accountants, Davis, Kinard & Co., P.C.
  
  </TABLE>
  ______________________________
  
  (1) (Filed as an Exhibit to Post-Effective Amendment No. 1 to Form S-8
      (Registration No. 33-97972) filed with the Commission on July 17, 1997.
  
  (2) Filed as an Exhibit to Form 8-A dated January 10, 1997.
  
  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; and
  
               (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 (1)(a)(i) and (1)(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
           Securities Exchange Act of 1934 that are incorporated by reference in
           this Registration Statement.
  
  
  
  
  
                                        II-3
  <PAGE>   19
           (b) That, for the purposes 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.
  
           (d) 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 that is incorporated by reference in this 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.
  
      2.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 (the "Act") 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 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-4
  <PAGE>   20
                                     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 Snyder, State of Texas on the 4th day of
  November, 1997.
  
                            PATTERSON ENERGY, INC.
  
  
                            By:     /s/ A. Glenn Patterson                
                               -------------------------------------------
                                A. Glenn Patterson, President
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed as of November 4, 1997, by the
  following persons in the capacities indicated:
  
  
  <TABLE>
              <S>                                         <C>
                 /s/ Cloyce A. Talbott                    Chairman of the Board and Chief Executive Officer
   --------------------------------------------------                                                      
                     Cloyce A. Talbott
               (Principal Executive Officer)
  
                /s/ A. Glenn Patterson                    Director, President and Chief Operating Officer
   ---------------------------------------------------                                                   
                    A. Glenn Patterson
  
                  /s/ Robert C. Gist                      Director
   ---------------------------------------------------            
                      Robert C. Gist
  
                 /s/ Kenneth E. Davis                     Director
   ---------------------------------------------------            
                     Kenneth E. Davis
  
               /s/ Vincent A. Rossi, Jr.                  Director
   --------------------------------------------------             
                   Vincent A. Rossi, Jr.
  
                  /s/ James C. Brown                      Vice President--Finance, Secretary and Treasurer
   ---------------------------------------------------    and Chief Financial Officer                                                
                      James C. Brown                      
              (Principal Accounting Officer)
  
  </TABLE>
  
  
  
  
                                        II-5
  <PAGE>   21
                                    EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
     Exhibit     Item 601 Cross
     Number        Reference       Document as Form S-8 Exhibit                                                   Page No.
     ------     ---------------    ----------------------------                                                   --------
      <S>              <C>         <C>                                                                            <C> 
       4.1             4           Excerpt from Restated Certificate of Incorporation, as amended, of Patterson
                                   Energy, Inc.(1)
  
       4.2             4           Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
                                   and Continental Stock Transfer & Trust Company, as Rights Agent.(2)
  
       5.1             5           Opinion of Baker & Hostetler LLP regarding legality of shares to be offered
  
      10.1             10          Patterson Energy, Inc. Non-Employee Directors' Stock Option Plan, as amended
  
      15.1             15          Awareness Letter of Coopers & Lybrand L.L.P.
  
      15.2             15          Awareness Letter of Davis, Kinard & Co., P.C.
  
      23.1             23          Consent of Independent Accountants, Coopers & Lybrand L.L.P.
  
      23.2             23          Consent of Independent Public Accountants, Arthur Andersen LLP
  
      23.3             23          Consent of M. Brian Wallace,  independent petroleum engineer
  
      23.4             23          Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
  
      23.5             23          Consent of Independent Accountants, Davis, Kinard & Co., P.C.
  
  </TABLE>
  ______________________________
  
  (1) (Filed as an Exhibit to Post-Effective Amendment No. 1 to Form S-8
      (Registration No. 33-97972) filed with the Commission on July 17, 1997.
  
  (2) Filed as an Exhibit to Form 8-A dated January 10, 1997.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 77888}]
metadata_filer: {"company-data": {"conformed-name": "PATTERSON ENERGY INC", "cik": "0000889900", "assigned-sic": "1381", "irs-number": "752504748", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39471", "film-number": "97707648"}, "business-address": {"street1": "4510 LAMESA HWY", "street2": "P O DRAWER 1416", "city": "SNYDER", "state": "TX", "zip": "79550", "phone": "9155731104"}, "mail-address": {"street1": "P O DRAWER 1416", "city": "SNYDER", "state": "TX", "zip": "79550"}}
text: 1
  
      As filed with the Securities and Exchange Commission on November 4, 1997
                                                       Registration No. 33-_______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                  ________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                  ________________
  
                               PATTERSON ENERGY, INC.
               (Exact name of registrant as specified in its charter)
  Delaware                                                 75-2504748
  (State or other jurisdiction of incorporation or organization)          (IRS Employer Identification No.)
  
                    4510 Lamesa Highway, Snyder, Texas                                   79549
                 (Address of Principal Executive Offices)                              (ZIP Code)
  PATTERSON ENERGY, INC.
                              NON-EMPLOYEE DIRECTORS'
                     STOCK OPTION PLAN, AS AMENDED(THE "PLAN")
                              (Full title of the plan)
  
                                 CLOYCE A. TALBOTT
                                4510 LAMESA HIGHWAY
                                  SNYDER, TX 79549
                      (Name and address of agent for service)
  
                                   (915) 573-1104
           (Telephone number, including area code, of agent for service)
  
                                     COPIES TO:
  JAMES C. BROWN, VICE PRESIDENT--FINANCE                            THOMAS H. MAXFIELD, ESQ.
            4510 LAMESA HIGHWAY                                        BAKER & HOSTETLER LLP
           SNYDER, TEXAS   79549                                 303 EAST 17TH AVENUE, SUITE 1100
                                                                      DENVER, COLORADO 80203
  CALCULATION OF REGISTRATION FEE
  ===========================================================================================================
                                                     Proposed          Proposed maximum
    Title of securities      Amount to be        maximum offering     aggregate offering         Amount of
      to be registered        registered         price per share(1)         price(1)         registration fee
    -------------------   ------------------    ----------------      ------------------     ----------------
  Common Stock              60,000 shares           $56.00                $3,360,000           $1,019
  ===========================================================================================================
  (1)     Determined in accordance with Rule 457(c) under the Securities Act of
           1933, as amended.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Information required by Part I to be contained in Section 10(a)
  prospectus is omitted from this Registration Statement in accordance with Rule
  428 adopted by the Securities and Exchange Commission under the Securities Act
  of 1933 (the "Securities Act) and the Note to Part I of Form S-8.
  3
  PROSPECTUS
  
                                   60,000 SHARES
  
                               PATTERSON ENERGY, INC.
  
                                    COMMON STOCK
  
           Patterson Energy, Inc., a Delaware corporation (the "Company"), is
  registering for possible future resale, from time to time, by the holders
  thereof (the "Selling Stockholders"), 60,000 shares (the "Shares") of the
  Company's common stock, par value $0.01 per share (the "Common Stock").  See
  "Selling Stockholders."  The Shares being offered are those acquired by Selling
  Stockholders upon exercise of options to purchase up to 60,000 shares of Common
  Stock (the "Options") granted to Selling Stockholders under the Non-Employee
  Directors' Stock Option Plan, as amended (the "Plan"), of the Company.  The 
  Company will not receive any proceeds from the sale of the Shares.
  
           The Common Stock is traded on the Nasdaq National Market under the
  symbol "PTEN."  On November 3, 1997, the closing sales price of the Common
  Stock was $56.625 per share.
  
                           _____________________________
  
    PROSPECTIVE PURCHASERS OF COMMON STOCK SHOULD CONSIDER CAREFULLY THE MATTERS
                SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 4.
  
                           _____________________________
  
      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
           THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                               IS A CRIMINAL OFFENSE.
  
                           _____________________________
  
           The Selling Stockholders may offer the Shares offered hereby from time
  to time to purchasers directly or through agents, brokers or dealers.  The
  Shares may be sold at market prices prevailing at the time of sale or at
  negotiated prices.  The agents, brokers or dealers through whom sales are made
  may be deemed to be "underwriters" within the meaning of the Securities Act of
  1933, as amended (the "Securities Act"), and any amounts received by them in
  exchange for their services in connection with such sales may be deemed to be
  underwriting commissions.  See "Plan of Distribution."
  
                                 November 4, 1997
  4
           NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
  MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
  BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
  TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY
  ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
  AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
  QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
  OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
  HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
  BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
  INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
  HEREOF.
  
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith files reports, proxy statements and other information with
  the Securities and Exchange Commission (the "Commission").  Such reports, proxy
  statements, and other information may be inspected and copied at the public
  reference facilities maintained by the Commission at Judiciary Plaza, Room
  1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
  following regional offices:  7 World Trade Center, Suite 1300, New York, New
  York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
  Illinois 60661-2511.  Copies of such materials may be obtained at prescribed
  rates from the Public Reference Section of the Commission at Judiciary Plaza,
  Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The Company's
  Common Stock is traded on the Nasdaq National Market.  The foregoing materials
  can also be inspected at the National Association of Securities Dealers, Inc.,
  1735 K. Street, N.W., Washington, D.C. 20006.
  
           The Company has also filed with the Commission a Registration
  Statement on Form S-3 (together with all amendments and exhibits thereto, the
  "Registration Statement") under the Securities Act with respect to the Shares
  offered hereby.  This Prospectus does not contain all of the information set
  forth in the Registration Statement, certain parts of which are omitted in
  accordance with the rules and regulations of the Commission.  For further
  information pertaining to the Company and the Shares offered hereby, reference
  is made to the Registration Statement, copies of which may be inspected without
  charge at the public reference facilities maintained by the Commission at
  Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
  copies of which may be obtained from the Commission upon payment of the
  prescribed fees.
  
           In addition, the Commission maintains a web site that contains
  reports, proxy and information statements, and other information regarding
  registrants that file electronically with the Commission.  The Company is such
  a filer.  The Commission's web site address is (http://www.sec.gov).
  
                                         2
  5
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
      The following documents, which have been filed by the Company with the
  Commission, are hereby incorporated by reference into this Prospectus:
  
           (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1996.
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1997.
  
           (c) The Company's Current Report on Form 8-K dated July 30, 1996, and
  filed with the Commission on August 2, 1996, as amended by Form 8-K/A dated
  July 30, 1996, and filed with the Commission on August 15, 1996, as further
  amended by Form 8-K/A dated July 30, 1996, and filed with the Commission on
  September 27, 1996.
  
           (d) The Company's Current Report on Form 8-K dated January 3, 1997,
  and filed with the Commission on January 16, 1997.
  
           (e) The Company's Current Report on Form 8-K dated January 7, 1997,
  and filed with the Commission on January 8, 1997.
  
           (f) The Company's Current Report on Form 8-K dated January 27, 1997,
  and filed with the Commission on February 12, 1997.
  
           (g) The Company's Current Report on Form 8-K dated May 7, 1997, and
  filed with the Commission on May 19, 1997.
  
           (h) The Company's Current Report on Form 8-K dated June 3, 1997, and
  filed with the Commission on June 11, 1997.
  
           (i) The Company's Current Report on Form 8-K dated June 12, 1997, and
  filed with the Commission on June 19, 1997, as amended by Form 8-K/A dated June
  12, 1997, and filed with the Commission on August 12, 1997.
  
           (j) The Company's Current Report on Form 8-K dated July 1, 1997, and
  filed with the Commission on July 15, 1997.
  
           (k) The Company Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1997, and filed with the Commission on August 14, 1997.
  
           (l) The Company's Current Report on Form 8-K dated July 24, 1997, and
  filed with the Commission on August 26, 1997.
  
           (m) The Company's Current Report on Form 8-K dated August 5, 1997, and
  filed with the Commission on August 26, 1997.
  
           (n) The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission under
  the Exchange Act.
  
      All documents filed by the Company after the date of this Prospectus
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
  the termination of the offering hereunder shall be deemed to be incorporated by
  reference into this Prospectus 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 Prospectus 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 Prospectus.
  
      The Company will provide, without charge to each person to whom a copy of
  this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all of the documents incorporated herein by reference,
  other than exhibits to such documents (unless such exhibits are specifically
  incorporated by reference in such documents).  Written requests for such copies
  should be directed to James C. Brown, Vice President - Finance, Patterson
  Energy, Inc., at the Company's principal executive offices located at 4510
  Lamesa Highway, Snyder, Texas 79549.  Telephone requests may be directed to Mr.
  Brown at (915) 573-1104.
  
                                         3
  6
                                    THE COMPANY
  
      The Company is engaged in onshore contract drilling for oil and natural
  gas, and, to a lesser extent in the exploration, development and production of
  oil and natural gas.  The Company owns 90 drilling rigs, 85 of which are
  currently operable, and, at June 30, 1997, owner of leasehold interests in
  approximately 59,750 gross (8,836 net) developed acres, 353 gross (88 net)
  productive wells, and 122,029 gross (28,398 net) undeveloped acres.  The
  Company's operations are conducted in the Permian Basin in West Texas and
  Southeastern New Mexico, in South and Southeast Texas, primarily in the Austin
  Chalk Trend, and in the Hardeman Basin in North Texas.  The Company was
  organized as a Texas corporation in January 1978 and was reorganized as a
  Delaware corporation in 1993.
  
                                RECENT ACQUISITIONS
  
      Since December 31, 1996, the Company has acquired a total of 29 drilling
  rigs in three separate transactions.  All of the rigs were fully operable at
  the time of acquisition.  The rigs are mechanical with depth ratings from 7,000
  to 15,000 feet.  These acquisitions have expanded the Company's drilling rig
  fleet from 60 drilling rigs to 90 drilling rigs (85 of which are currently
  operable).   The following subparagraphs set forth a brief description of each
  of the transactions:
  
           --  Five drilling rigs, together with related equipment, two rig-
               hauling trucks, an office, shop and a yard located in Hobbs, New
               Mexico, were acquired in April 1997 from a privately-held company
               based in Hobbs in consideration for a total of $5.5 million in
               cash.  These five rigs were added to the Company's drilling rig
               fleet during April.
  
           --  Twenty-one drilling rigs, together with related equipment, rig-
               hauling trucks and trailers and a yard and shop located in
               Abilene, Texas, were acquired from Wes-Tex Drilling Company
               ("Wes-Tex") in June 1997 for a purchase price of approximately
               $35.4, consisting of $25 million in cash, 566,000 shares of Common
               Stock of the Company valued at $15.75 per share, and a three-year
               stock purchase warrant valued at $3.12 per share to purchase an
               additional 400,000 shares of the Company's Common Stock
               exercisable at $16.00 per share and approximately $190,000 of
               other direct costs incurred relative to the transaction.  These 21
               rigs were added to the Company's drilling rig fleet during June.
               Wes-Tex is a privately held company based in Abilene, Texas.
  
           --  Three drilling rigs, together with related drilling equipment and
               a vehicle were acquired in August 1997 from a privately held
               company based in Midland, Texas in consideration for a cash
               payment of $4.25 million.  These rigs were added to the Company's
               drilling rig fleet in August.
  
                                   RISK FACTORS
  
      In addition to the other information contained in, or incorporated by
  reference into, this Prospectus, prospective purchasers in this offering should
  carefully consider the following factors relating to the Company and its
  businesses and the oil and natural gas industry when evaluating an investment
  in the shares offered hereby.
  
      VOLATILITY OF OIL AND NATURAL GAS PRICES.  The Company's revenue,
  profitability and future rate of growth are substantially dependent upon
  prevailing prices for oil and natural gas, both with respect to its contract
  drilling operations and its oil and natural gas operations.  In recent years,
  oil and natural gas prices and, therefore, the level of drilling, exploration,
  development and production, have been extremely volatile.  Prices are affected
  by market supply and demand factors as well as actions of state and local
  agencies, the U.S. and foreign governments and international cartels.  All of
  these factors are beyond the control of the Company.  Any significant or
  extended decline in oil and/or natural gas prices will have a material adverse
  effect on the Company's financial condition and operations and could impair
  access to sources of capital.
  
      MARKET CONDITIONS FOR CONTRACT DRILLING SERVICES.  The contract drilling
  business has experienced increased demand for drilling services since
  approximately 1995 due to stronger oil and natural gas prices.  However, the
  market for onshore contract drilling services was generally depressed between
  mid-1982, when crude oil and natural gas prices began to weaken, and
  approximately 1995.  A particularly sharp decline in demand for contract
  drilling services occurred in 1986
  
                                         4
  7
  because of the worldwide collapse in oil prices (to approximately $10.00 per
  Bbl in April 1986 in the U.S.).  Since this time and except during the
  occasional upturns, there have been substantially more drilling rigs available
  than necessary to meet demand in most operating and geographic segments of the
  domestic drilling industry.  As a result, drilling contractors have had
  difficulty sustaining profit margins.  In addition to adverse effects that
  future declines in demand could have on the Company, ongoing movement or
  reactivation of onshore drilling rigs or new construction of drilling rigs
  could adversely affect rig utilization rates and pricing, even in an
  environment of stronger oil and natural gas prices and increased drilling
  activity.  The Company cannot predict either the future level of demand for its
  contract drilling services or future conditions in the contract drilling
  industry.
  
      SEVERE SHORTAGE OF DRILL PIPE IN THE CONTRACT DRILLING INDUSTRY.  There
  continues to be a severe shortage of drill pipe in the contract drilling
  industry in the U.S.  This shortage has caused the price of drill pipe to
  increase significantly over the past approximate 40 months and has required
  orders for new drill pipe to be placed at least one year in advance of expected
  use.  The price increase and the delay in delivery has caused the Company to
  substantially increase capital expenditures in its contract drilling segment
  over the past approximate 40 months, primarily with respect to new drill pipe
  purchases.  In the event the shortage continues, the Company may be unable to
  obtain the drill pipe required for its contract drilling operations.
  
      RECENT RAPID GROWTH; ASSOCIATED RISKS.  The Company has experienced rapid
  and substantial growth over the past four years, particularly in its contract
  drilling segment, and, if favorable opportunities arise in the future, intends
  to further expand its drilling fleet through selected acquisitions.  Continued
  growth could strain the Company's management, operations, employees and
  resources.  There can be no assurance that the Company will be able to manage
  growth effectively or that it will be successful in maintaining the market
  share attributable to operable drilling rigs acquired by the Company.  If the
  Company is unable to manage its growth, its business, results of operations or
  financial condition could be materially adversely affected.
  
      NO ASSURANCE OF ADDITIONAL GROWTH THROUGH ACQUISITIONS.  The Company's
  growth has been enhanced materially by strategic acquisitions that have
  substantially increased the Company's drilling rig fleet.  One element of the
  Company's strategy is to make acquisitions in markets in which it currently
  operates.  While the Company believes that the land drilling industry is highly
  fragmented and that significant acquisition opportunities are available, there
  can be no assurance that suitable acquisition candidates can be found, and the
  Company is likely to face competition from other companies for available
  acquisition opportunities.  In addition, if the prices paid by buyers of
  drilling rigs remain at current levels or continue to rise, the Company may
  find fewer acceptable acquisition opportunities.  There can be no assurance
  that the Company will have sufficient capital resources to complete
  acquisitions, that acquisitions can be completed on terms acceptable to the
  Company or that any completed acquisition would improve the Company's financial
  condition, results of operations, business or prospects in any material manner.
  
      CURRENT SHORTAGES OF QUALIFIED DRILLING RIG PERSONNEL.  Increases in
  domestic drilling demand since mid-1995 and recent increases in contract
  drilling activity have resulted in a shortage of qualified drilling rig
  personnel in the industry.  If the Company is unable to attract and retain
  sufficient qualified personnel, its ability to market and operate its drilling
  rigs will be restricted.  Further, labor shortages could result in wage
  increases, which could reduce the Company's operating margins.
  
      RELIANCE ON KEY PERSONNEL.  The Company is highly dependent upon its
  executive officers and key employees.  The unexpected loss of the services of
  any of these individuals, particularly Cloyce A. Talbott or A. Glenn Patterson,
  the Chief Executive Officer and the President of the Company, respectively,
  could have a detrimental effect on the Company.  The Company has no employment
  agreements with any of its executive officers.  The Company maintains key man
  insurance on the lives of Messrs. Talbott and Patterson in the amount of $3
  million each.
  
      RISKS OF OIL AND NATURAL GAS EXPLORATION, DEVELOPMENT AND PRODUCTION.  The
  search for oil and natural gas often results in unprofitable efforts, not only
  from dry holes, but also from wells which, though productive, do not produce
  oil or natural gas in sufficient quantities to return a profit on the costs
  incurred.  No assurance can be given that any oil or natural gas reserves
  located by the Company in the future will be commercially productive.  In
  addition, the cost of drilling, completing and operating wells is often
  uncertain, and drilling may be delayed or canceled as a result of many factors,
  including unacceptably low oil and natural gas prices, oil and natural gas
  property title problems, inclement weather conditions and financial instability
  of well operators and working interest owners.  Furthermore, the availability
  of
  
                                         5
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  a ready market for the Company's oil and natural gas depends on numerous
  factors beyond its control, including demand for and supply of oil and natural
  gas, general economic conditions, proximity of natural gas reserves to
  pipelines, weather conditions and government regulation.
  
      COMPETITION.  The Company encounters intense competition in its contract
  drilling operations from other drilling contractors.  The competitive
  environment for contract drilling services involves such factors as drilling
  rates, availability and condition of drilling rigs and equipment, reputation
  and customer relations.  The Company faces strong competition from major oil
  companies, independent oil and natural gas companies and individual producers
  and operators in acquiring oil and natural gas leases for exploration and
  development.  Many of the competitors in each of the Company's lines of
  business have substantially greater financial and other resources than the
  Company.
  
      OPERATING HAZARDS AND UNINSURED RISKS.  Contract drilling and oil and
  natural gas activities are subject to a number of risks and hazards which could
  cause serious injury or death to persons, suspension of drilling operations and
  serious damage to equipment or property of others and, in addition to
  environmental damage, could cause substantial damage to producing formations
  and surrounding areas.  Damages to the environment could result from the
  Company's operations, particularly through oil spills, gas leaks, discharges of
  toxic gases or extensive uncontrolled fires.  In addition, the Company could
  become subject to liability for reservoir damages.  The occurrence of a
  significant event, including pollution or environmental damage, could
  materially affect the Company's operations and financial condition.  Although
  the Company believes that it is adequately insured against normal and
  foreseeable risks in its operations in accordance with industry standards, such
  insurance may not be adequate to protect the Company against liability from all
  consequences of well disasters, extensive fire damage or damage to the
  environment.  No assurance can be given that the Company will be able to
  maintain adequate insurance in the future at rates it considers reasonable or
  that any particular types of coverage will be available.  Furthermore, a
  portion of the Company's contract drilling is done on a turnkey basis, which
  involves substantial economic risks.  Under turnkey drilling contracts, the
  Company contracts to drill a well to a contract depth under specified
  conditions for a fixed price.  The risks to the Company under this type of
  drilling contract are substantially greater than on a well drilled on a daywork
  or footage basis since the Company assumes most of the risks associated with
  the drilling operations generally assumed by the operator of the well in a
  daywork or footage contract, including risk of blowout, machinery breakdowns
  and abnormal drilling conditions.  Accordingly, if severe drilling problems are
  encountered in drilling wells under a turnkey contract, the Company could
  suffer substantial losses associated with that contract.  For the year ended
  December  31, 1996, and six months ended June 30, 1997, the percentage of the
  Company's contract drilling operation revenues attributable to turnkey
  contracts was 8.0% and 5.6%, respectively.
  
      ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION MATTERS.  The Company's
  operations are subject to numerous domestic laws and regulations that relate
  directly or indirectly to the drilling of oil and natural gas wells, including
  laws and regulations controlling the discharge of materials into the
  environment, requiring removal and cleanup under certain circumstances or
  otherwise relating to the protection of the environment.  Laws and regulations
  protecting the environment have generally become more stringent in recent
  years, and may in certain circumstances impose strict liability, rendering a
  person liable for environmental damage without regard to negligence or fault on
  the part of such person.  To date, the Company has not been required to expend
  significant resources in order to comply with applicable environmental laws and
  regulations nor has it incurred any fines or penalties for noncompliance.
  However, compliance costs under existing legal requirements and under any new
  requirements could become material, and the Company could incur liability in
  the future for noncompliance.  Additional matters subject to governmental
  regulation include discharge permits for drilling operations, performance
  bonds, reports concerning operations, spacing of wells, unitization and pooling
  of properties, disposal of produced water and taxation.  From time to time,
  regulatory agencies have imposed price controls and limitations on production
  by restricting the rate of flow of oil and natural gas wells below actual
  production capacity in order to conserve supplies of oil and natural gas.  In
  addition, although the Company performed visual inspections on three yards
  acquired by it during 1996, the Company did not obtain Phase I environmental
  reports on any of the yards, which reports, if obtained, may have revealed
  potential environmental liabilities not otherwise apparent from the Company's
  visual inspection.  The Company typically does not have indemnifications from
  the respective sellers of the yards for preclosing environmental liabilities.
  Accordingly, any loss resulting from environmental liabilities from any of
  these yards, or from any other properties acquired or sold by the Company or
  its predecessors in interest, may be borne by the Company.
  
      UNCERTAINTY OF OIL AND NATURAL GAS RESERVE ESTIMATES.  Estimates of the
  Company's proved developed reserves and future net revenues are based on
  engineering reports prepared by an independent petroleum engineer based upon a
  
                                         6
  9
  review of production histories and other geologic, economic, ownership and
  engineering data provided by the Company.  These estimates are based on several
  assumptions that the Securities and Exchange Commission requires oil and
  natural gas companies to use, including for example, constant oil and natural
  gas prices.  Such estimates are inherently imprecise indications of future net
  revenues.  Actual future production, revenues, taxes, production costs and
  development costs may vary substantially from those assumed in the estimates.
  Any significant variance could materially affect the estimates.  In addition,
  the Company's reserves might be subject to upward or downward adjustment based
  on future production, results of future exploration and development, prevailing
  oil and natural gas prices and other factors.
  
      CONFLICTS OF INTEREST.  Certain of the Company's directors and executive
  officers and their respective affiliates have participated and may continue to
  participate from time to time in oil and natural gas prospects and properties
  in which the Company has an interest.  Conflicts of interest may arise between
  such persons and the Company as to the advisability of conducting drilling and
  recompletion activities on these properties.  Of the 249 wells operated by the
  Company at March 31, 1997, the Company's directors, officers and/or their
  respective affiliates were working interest owners in approximately 106 wells.
  
      NO PAST DIVIDENDS.  The Company has paid no cash dividends on the Common
  Stock in the past and does not intend to do so in the foreseeable future.  The
  terms of an existing $30 million bank line of credit prohibit the payment of
  dividends by the Company without the prior written consent of the bank.
  
      ANTI-TAKEOVER MEASURES.  The Company, a Delaware corporation, is subject to
  the General Corporation Law of the State of Delaware, including Section 203, an
  anti-takeover law enacted in 1988.  The Company has also enacted certain anti-
  takeover measures, including a stockholder rights plan.  As a result of these
  provisions, potential acquirers of the Company may find it more difficult or be
  discouraged from attempting to effect an acquisition transaction with the
  Company, thereby possibly depriving holders of the Company's securities of
  certain opportunities to sell or otherwise dispose of such securities at above-
  market prices pursuant to such transactions.  See "Description of Capital
  Stock."
  
      SUPERIOR RIGHTS OF PREFERRED STOCK.  The Company has a class of authorized
  Preferred Stock.  The Board of Directors, without stockholder approval, may
  issue shares of the Preferred Stock with rights and preferences adverse to the
  voting power or other rights of the holders of the Common Stock.  No Preferred
  Stock has been issued.  However, such number of shares of Preferred Stock as is
  sufficient to permit the exercise in full of the Rights (approximately 148,000
  shares as of the date of this Prospectus) has been reserved for issuance upon
  exercise of the Rights described under "Description of Capital Stock -
  Stockholder Rights Plan."
  
      SHARES ELIGIBLE FOR FUTURE SALE. As of the date of this Prospectus, the
  Company had 14,807,266 shares of Common Stock outstanding, 14,104,765 shares of
  which are freely tradable without substantial restriction or the requirement of
  future registration under the Securities Act.  Of the remaining 702,501 shares,
  690,501 shares are held by "affiliates" of the Company, as that term is defined
  in Rule 144 under the Securities Act, and may be sold subject to the provisions
  of Rule 144, and 12,000 shares are eligible for sale under the Registration
  Statement.  In addition, the Company has reserved for issuance 600,000 shares
  of Common Stock pursuant to the exercise of outstanding options and warrants
  variously held by three non-affiliated persons.  These shares will be eligible
  for sale under a shelf registration statement to be filed by the Company with
  the Commission on or about the date of this Prospectus.  Also, 250,368 shares
  of Common Stock issuable upon the exercise of outstanding employee and non-
  employee director options that are vested (including 22,000 shares issuable
  upon exercise of Options outstanding under the Plan) are eligible for sale in
  the public market and 396,336 shares of Common Stock issuable upon exercise of
  such options that are not vested (including 6,000 shares issuable upon exercise
  of Options outstanding under the Plan) will become eligible for sale in the
  public market as such options become vested and are exercised.  Sales of
  substantial amounts of common stock in the public market could adversely affect
  the prevailing market price of the Common Stock.
  
      No prediction can be made as to the effect, if any, that future sales of
  shares or the availability of shares for sale will have on the market price for
  Common Stock prevailing from time to time.  Sales of substantial amounts of
  Common Stock in the public market, or the perception of the availability of
  shares for sale, could adversely affect the prevailing market price of the
  Common Stock and could impair the Company's ability to raise capital through
  the sale of its equity securities.
  
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  10
                                  USE OF PROCEEDS
  
      The Company will not receive any proceeds from the sale of the Shares.
  
                                  DIVIDEND POLICY
  
      The Company has not paid cash dividends on the Common Stock in the past and
  does not expect to pay any cash dividends on the Common Stock in the
  foreseeable future.  The Company instead intends to retain its earnings to
  support the operations and growth of its businesses.  Any future cash dividends
  would depend on future earnings, capital requirements, the Company's financial
  condition and other factors deemed relevant by the Board of Directors.  In
  addition, the terms of an existing $30 million bank line of credit prohibit
  payment of dividends by the Company without the prior written consent of the
  bank.
  
                                SELLING STOCKHOLDERS
  
      The following table sets forth certain information as of October 31, 1997,
  with respect to the Selling Stockholders and the beneficial ownership of Common
  Stock by each of them before and after the offering being made hereby.  Such
  information was provided to the Company by the Selling Stockholders for
  inclusion in this Prospectus.  Additional information concerning the Selling
  Stockholders and the Shares is set forth in the notes to the table.  The
  Company may supplement this Prospectus from time to time to disclose the names,
  relationships to the Company and holding of shares of the existing or
  additional Selling Stockholders.
  Shares Owned                                       Shares Owned
                                                  Before Offering             Shares Being           After Offering(1)    
                                           -----------------------------         Offered             -----------------
                   Name                     Number              Percent      In the Offering       Number       Percent
                   ----                     ------              -------      ---------------       ------       -------
  Kenneth E. Davis(2) . . . . . . . .        77,625(3)           *                12,000           74,215         *
   Robert C. Gist(2) . . . . . . . . .        37,886(4)           *                12,000           26,886         *
   Vincent A. Rossi, Jr.(2)  . . . . .        10,000(5)           *                10,000            -0-          -0-
  _________
  *   Less than 1%.
  
  (1) Assumes all Shares offered hereby are sold.
  
  (2) A director of the Company.
  
  (3) Includes 12,000 Shares acquired by Mr. Davis pursuant  to exercise of
      Options granted under the Plan, but does not include an additional 2,000
      Shares purchasable under Options exercisable more than 60 days from the
      date hereof.
  
  (4) Includes 12,000 Shares purchasable under Options currently exercisable
      under the Plan, but does not include an additional 2,000 Shares purchasable
      under Options exercisable more than 60 days from the date hereof.
  
  (5) Includes 10,000 Shares purchasable under Options currently exercisable
      under the Plan, but does not include an additional 2,000 Shares purchasable
      under Options exercisable more than 60 days from the date hereof.
  
                                         8
  11
                            DESCRIPTION OF CAPITAL STOCK
  
      The Company is authorized to issue (i) 18,000,000 shares of Common Stock,
  $0.01 Par Value, of which 14,807,266 shares are issued and outstanding as of
  the date of this Prospectus, and (ii) 1,000,000 shares of Preferred Stock,
  $0.01 Par Value, which no shares have been issued.  Stockholders of the Company
  will consider and vote upon a proposal at a special meeting of stockholders
  proposed to be held in December 1997 or January 1998 to amend the Restated 
  Certificate of Incorporation of the Company to increase the Company's Common 
  Stock from 18,000,000 shares to 50,000,000 shares.
  
  COMMON STOCK
  
      Holders of Common Stock are entitled to one vote for each share of Common
  Stock held of record on all matters submitted to a vote of stockholders.
  Holders of a majority of the shares of Common Stock outstanding may authorize a
  merger, consolidation, dissolution of the Company, the sale of all or
  substantially all of the Company's assets if not made in the usual or ordinary
  course of the Company's business, or an amendment of the Company's Restated
  Certificate of Incorporation.  In the event of liquidation, holders of Common
  Stock are entitled to share pro rata in any distribution of the Company's
  assets to holders of Common Stock after payment of liabilities and liquidation
  preferences, if any, granted to holders of Preferred Stock.  There are no
  preemptive, subscription, conversion or redemption rights regarding the Common
  Stock.  Holders of Common Stock are entitled to receive such dividends as may
  be declared on the Common Stock by the Board of Directors in its discretion out
  of funds legally available for that purpose.
  
  PREFERRED STOCK
  
      Preferred Stock may be issued in series from time to time with such
  designations, relative rights, priorities, preferences, qualifications,
  limitations and restrictions thereof, to the extent that such are not fixed in
  the Company's Restated Certificate of Incorporation, as the Board of Directors
  determines.  The rights, preferences, limitations and restrictions of different
  series of Preferred Stock may differ with respect to dividend rates, amounts
  payable on liquidation, voting rights, conversion rights, redemption
  provisions, sinking fund provisions and other matters.  The Board of Directors
  may authorize the issuance of Preferred Stock which ranks senior to the Common
  Stock with respect to the payment of dividends and the distribution of assets
  on liquidation.  In addition, the Board of Directors is authorized to fix the
  limitations and restrictions, if any, upon the payment of dividends on Common
  Stock to be effective while any shares of Preferred Stock are outstanding.  The
  Board of Directors, without stockholder approval, can issue Preferred Stock
  with voting and conversion rights which could adversely affect the voting power
  of the holders of Common Stock.  The issuance of Preferred Stock may have the
  effect of delaying, deferring or preventing a change in control of the Company.
  The Company has not issued any shares of Preferred Stock.  However, such number
  of shares of Preferred Stock as is sufficient to permit the exercise in full of
  the Rights pursuant to the Rights Agreement (approximately 148,000 shares as of
  the date of this Prospectus) has been reserved for issuance upon exercise of
  the Rights described under "---Stockholder Rights Plan."
  
  STOCKHOLDER RIGHTS PLAN
  
      General.  In January 1997, the Board of Directors of the Company declared a
  dividend distribution of one preferred share purchase right (a "Right") for
  each outstanding share of Common Stock.  The dividend was paid to the
  stockholders of record on January 17, 1997 (the "Record Date"), and with
  respect to Common Stock issued thereafter until the Distribution Date (as
  defined below), and, in certain circumstances, with respect to Common Stock
  issued after the Distribution Date.  Except as set forth below, each Right,
  when it becomes exercisable, entitles the registered holder to purchase from
  the Company one one-hundredth of a share of Series A Participating Preferred
  Stock, $0.01 par value (the "Preferred Shares"), of the Company at a price of
  $166 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject
  to adjustment.  The description and terms of the Rights are set forth in a
  Rights Agreement (the "Rights Agreement") between the Company and Continental
  Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as
  of January 2, 1997.  The following discussion is a summary of the material
  terms of the Rights Agreement, a copy of which has been incorporated by
  reference as an exhibit to the Registration Statement.
  
      The Rights Agreement.  Initially, the Rights will be attached to all
  certificates representing Common Stock then outstanding, and no separate Right
  Certificates will be distributed.  The Rights will separate from the Common
  Stock upon the earliest to occur of (i) a person or group of affiliated or
  associated persons having acquired beneficial ownership of 15% or more of the
  outstanding shares of Common Stock (except pursuant to a Permitted Offer, as
  hereinafter defined), or (ii)
  
                                         9
  12
  10 days (or such later date as the Board of Directors may determine) following
  the commencement of, or announcement of an intention to make, a tender offer or
  exchange offer the consummation of which would result in a person or group
  becoming an Acquiring Person (as hereinafter defined) (the earliest of such
  dates being called the "Distribution Date").  A person or group whose
  acquisition of Common Stock causes a Distribution Date pursuant to clause (i)
  above is an "Acquiring Person."  The date that a person or group becomes an
  Acquiring Person is the "Shares Acquisition Date."
  
      The Rights Agreements provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Common Stock.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), new
  Common Stock certificates issued after the Record Date upon transfer or new
  issuance of Common Stock will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificates for
  Common Stock outstanding as of the Record Date, even without such notation or a
  copy of a summary of the Rights being attached thereto, will also constitute
  the transfer of the Rights associated with the Common Stock represented by such
  certificate.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Right Certificates") will be mailed to
  holders of record of the Common Stock as of the close of business on the
  Distribution Date (and to each initial record holder of certain Common Stock
  issued after the Distribution Date), and such separate Right Certificates alone
  will evidence the Rights.
  
      The Rights are not exercisable until the Distribution Date and will expire
  at the close of business on January 2, 2007, unless earlier redeemed by the
  Company as described below.
  
      In the event that any person becomes an Acquiring Person (except pursuant
  to a tender or exchange offer which is for all outstanding Common Stock at a
  price and on terms which a majority of certain members of the Board of
  Directors determines to be adequate and in the best interests of the Company,
  its stockholders and other relevant constituencies, other than such Acquiring
  Person, its affiliates and associates (a "Permitted Offer")), each holder of a
  Right will thereafter have the right (the "Flip-In Right") to receive upon
  exercise the number of shares of Common Stock or, in the discretion of the
  Board of Directors of the Company, of one one-hundredths of a Preferred Share
  (or, in certain circumstances, other securities of the Company) having a value
  (immediately prior to such triggering event) equal to two times the Purchase
  Price.  Notwithstanding the foregoing, following the occurrence of the event
  described above, all Rights that are, or (under certain circumstances specified
  in the Rights Agreement) were, beneficially owned by any Acquiring Person or
  any affiliate or associate thereof will be null and void.
  
      In the event that, at any time following the Shares Acquisition Date, (i)
  the Company is acquired in a merger or other business combination transaction
  in which the holders of all of the outstanding Common Stock immediately prior
  to the consummation of the transaction are not the holders of all of the
  surviving company's voting power, or (ii) more than 50% of the Company's assets
  or earning power is sold or transferred, in either case with or to an Acquiring
  Person or any affiliate or associate or any other person in which such
  Acquiring Person, affiliate or associate has an interest or any person acting
  on behalf of or in concert with such Acquiring Person, affiliate or associate,
  or, if in such transaction all holders of Common Stock are not treated alike,
  any other person, then each holder of a Right (excepts Rights which previously
  have been voided as set forth above) shall thereafter have the right (the
  "Flip-Over Right") to receive, upon exercise, common shares of the acquiring
  company having a value equal to two times the Purchase Price.  The holder of a
  Right will continue to have the Flip-Over Right whether or not such holder
  exercises or surrenders the Flip-In Right.
  
      The Purchase Price payable, and the number of Preferred Shares, shares of
  Common Stock or other securities issuable, upon exercise of the Rights are
  subject to adjustment from time to time to prevent dilution (i) in the event of
  a stock dividend on, or a subdivision, combination or reclassification of, the
  Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
  certain rights or warrants to subscribe for or purchase Preferred Shares at a
  price, or securities convertible into Preferred Shares with a conversion price,
  less than the then current market price of the Preferred Shares or (iii) upon
  the distribution to holders of the Preferred Shares of evidences of
  indebtedness or assets (excluding regular quarterly cash dividends) or of
  subscription rights or warrants (other than those referred to above).
  
      The number of outstanding Rights and the number of one one-hundredths of a
  Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Stock or a stock
  dividend on the Common Stock payable in Common Stock or subdivisions,
  consolidations or combinations of the Common Stock occurring, in any such case,
  prior to the Distribution Date.
  
                                         10
  13
      Description of Preferred Shares.  Preferred Shares purchasable upon
  exercise of the Rights will not be redeemable.  Each Preferred Share will be
  entitled to a minimum preferential quarterly dividend payment of $0.01 per
  share but, if greater, will be entitled to an aggregate dividend per share of
  100 times the dividend declared per share of Common Stock.  In the event of
  liquidation, the holders of the Preferred Shares will be entitled to a minimum
  preferential liquidation payment of $1.00 per share; thereafter, and after the
  holders of the Common Stock receive a liquidation payment of $0.01 per share,
  the holders of the Preferred Shares and the holders of the Common Stock will
  share the remaining assets in the ratio of 100 to 1 (as adjusted) for each
  Preferred Share and share of Common Stock so held, respectively.  Finally, in
  the event of any merger, consolidation or other transaction in which shares of
  Common Stock are exchanged, each Preferred Share will be entitled to receive
  100 times the amount received per share of Common Stock.  These rights are
  protected by customary antidilution provisions.  In the event that the amount
  of accrued and unpaid dividends on the Preferred Shares is equivalent to six
  fully quarterly dividends or more, the holders of the Preferred Shares shall
  have the right, voting as a class, to elect two directors in addition to the
  directors elected by the holders of the Common Stock until all cumulative
  dividends on the Preferred Shares have been paid through the last quarterly
  dividend payment date or until noncumulative dividends have been paid regularly
  for at least one year.
  
      Redemption.  At any time prior to the earlier to occur of (i) a person
  becoming an Acquiring Person or (ii) the expiration of the Rights, and under
  certain other circumstances, the Company may redeem the Rights in whole, but
  not in part, at a price of $0.01 per Right (the "Redemption Price"), which
  redemption shall be effective upon the action of the Board of Directors.
  Additionally, following the Shares Acquisition Date, the Company may redeem the
  then outstanding Rights in whole, but not in part, at the Redemption Price
  provided that such redemption is in connection with a merger or other business
  combination transaction or series of transactions involving the Company in
  which all holders of Common Stock are treated alike but not involving an
  Acquiring Person or its affiliates or associates.
  
      Anti-Takeover Effect.  The distribution of the Rights may have the effect
  of delaying, deferring or preventing a change in control of the Company
  notwithstanding that a majority of the stockholders might benefit from such a
  change in control.
  
  OTHER PROVISIONS HAVING POSSIBLE ANTI-TAKEOVER EFFECT
  
      Delaware, like many other states, permits a corporation to adopt a number
  of measures through amendment of the corporate charter or bylaws or otherwise,
  which, along with certain provisions of the Delaware General Corporation Law
  (the "DGCL"), may have the effect of delaying or deterring any unsolicited
  takeover attempts notwithstanding that a majority of the stockholders might
  benefit from such a takeover or attempt.  In connection with the Company's
  reincorporation, the right of stockholders to cumulate votes in the election of
  directors was eliminated.  In addition, Section 203 of the DGCL, which will
  apply to the Company since the Common Stock has been approved for quotation on
  the Nasdaq National Market, restricts certain "business combinations" with an
  "interested stockholder" for three years following the date such person becomes
  an interested stockholder, unless the Board of Directors approves the business
  combination.  "Business combination" is defined to include mergers, sale of
  assets and other similar transactions with an "interested stockholder."  An
  "interested stockholder" is defined as a person who, together with affiliates
  and associates, owns (or, within the prior three years, did own) 15% or more of
  the corporation's voting stock.  By delaying or deterring unsolicited takeover
  attempts, these provisions could adversely affect prevailing market prices for
  the Company's Common Stock.
  
      The Company's Restated Certificate of Incorporation and Bylaws contain
  certain provisions that could discourage potential takeover attempts and make
  more difficult attempts by stockholders to change management.  The following
  paragraphs set forth a summary of these provisions:
  
      Special Meetings of Stockholders.  The Restated Certificate of
  Incorporation provides that special meetings of stockholders may be called only
  by the Board of Directors (or a majority of the members thereof), the Chief
  Executive Officer, the President or the holders of a majority of the
  outstanding stock entitled to vote at such special meeting.  This provision
  will make it more difficult for stockholders to call a special meeting.
  
      No Stockholder Action by Written Consent.  The Restated Certificate of
  Incorporation provides that stockholder action may be taken only at annual or
  special meetings and not by written consent of the stockholders.
  
      Advance Notice Requirements for Stockholder Proposals and Director
  Nominations.  The Bylaws provide that
  
                                         11
  14
  stockholders seeking to bring business before an annual meeting of
  stockholders, or to nominate candidates for election as directors at an annual
  meeting of stockholders, must provide timely notice thereof in writing.  To be
  timely, a stockholder's notice must be delivered to, or mailed and received at,
  the principal executive offices of the Company not less than 30 days nor more
  than 60 days prior to the meeting as originally scheduled; provided that in the
  event less than 40 days written notice is given to stockholders, notice by the
  stockholder to be made timely must be received not later than the close of
  business on the 10th day following the day on which such notice of the date of
  the annual meeting was mailed.  These Bylaws also specify certain requirements
  for a stockholder's notice to be in proper written form.  These provisions may
  preclude some stockholders from bringing matters before the stockholders at an
  annual meeting or from making nominations for directors at an annual meeting.
  
      Authorized Class of Preferred Stock.  See "---Preferred Stock" for
  information concerning the Company's Preferred Stock.
  
  TRANSFER AGENT
  
      The transfer agent for the Common Stock is Continental Stock Transfer &
  Trust Company, New York, New York.
  
                                PLAN OF DISTRIBUTION
  
      The distribution of the Shares by the Selling Stockholders may be effected
  from time to time in one or more transactions (which may involve block
  transactions) on the Nasdaq National Market or otherwise, in negotiated
  transactions, or a combination of such methods of sale, at market prices
  prevailing at the time of sale, at prices related to such prevailing market
  prices or at negotiated prices.  The Selling Stockholders may effect such
  transactions by selling the Shares to or through broker dealers, and such
  broker-dealers may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Stockholders or purchasers of
  Shares for whom they may act as agent (which compensation may be in excess of
  customary commissions).  Such brokers or dealers may be deemed to be
  "underwriters" within the meaning of the Securities Act in connection with such
  sales and any commissions received by them may be deemed to be underwriting
  compensation.
  
      In accordance with applicable rules and regulations promulgated under the
  Exchange Act, any person engaged in the distribution of any of the Shares may
  not simultaneously engage in market activities with respect to any of the
  Common Stock for a period of nine business days prior to the commencement of
  such distribution.  In addition and without limiting the foregoing, the Selling
  Stockholders may be subject to applicable provisions of the Exchange Act and
  the rules and regulations promulgated thereunder, including, without
  limitation, Regulation M, which provisions may limit the timing of purchases
  and sales of Shares by the Selling Stockholders.
  
      The Company and the Selling Stockholders have agreed to indemnify each
  other against certain liabilities, including liabilities, under the Securities
  Act.
  
                                   LEGAL MATTERS
  
      The validity of the Shares offered hereby will be passed upon for the
  Company by Baker & Hostetler LLP, Denver, Colorado.
  
                                         12
  15
                                      EXPERTS
  
      The consolidated balance sheets as of December 31, 1995 and 1996, and the
  consolidated statements of income, stockholders' equity and cash flows for each
  of the three years in the period ended December 31, 1996, incorporated by
  reference in this Prospectus, have been included herein in reliance on the
  report of Coopers & Lybrand L.L.P., independent accountants, given on the
  authority of that firm as experts in auditing and accounting.  With respect to
  the unaudited interim financial information for the periods ended March 31,
  1996 and 1997 and June  30, 1996 and 1997, incorporated by reference in this
  Prospectus, the independent accountants have reported that they have applied
  limited procedures in accordance with professional standards for a review of
  such information.  However, their separate reports included in the Company's
  quarterly reports on Form 10-Q for the quarters ended March 31, 1997 and June
  30, 1997, and incorporated by reference herein, states that they did not audit
  and they do not express an opinion on that interim financial information.
  Accordingly, the degree of reliance on their reports on such information should
  be restricted in light of the limited nature of the review procedures applied.
  The accountants are not subject to the liability provisions of Section 11 of
  the Securities Act of 1933 for their reports on the unaudited interim financial
  information because that report is not a "report" or a "part" of the
  Registration Statement prepared or certified by the accountants within the
  meaning of Sections 7 and 11 of the Securities Act.
  
  The balance sheet of Patterson Drilling Company (formerly known as Tucker
  Drilling Company, Inc.) as of March 31, 1996, and the related statements of
  operations, changes in stockholders' equity and cash flows for each of the two
  years in the period ended March 31, 1996, incorporated by reference in this
  Prospectus and elsewhere in the Registration Statement, have been audited by
  Arthur Andersen LLP, independent public accountants, as indicated in their
  report with respect thereto, and are incorporated herein by reference in
  reliance upon the authority of said firm as experts in giving said reports.
  
  The statements of assets acquired as of December 31, 1996 and 1995 for Wes-Tex
  Drilling Company and the related statements of direct drilling revenue and
  direct operating expenses for each of the three years in the period ended
  December 31, 1996, incorporated by reference to this Prospectus, have been
  included herein in reliance on the report of Davis, Kinard & Co., P.C.,
  independent accountants, given on the authority of that firm as experts in
  auditing and accounting. With respect to the unaudited interim financial
  information as of March 31, 1997, and for the three-month periods ended March
  31, 1997 and 1996, incorporated by reference in this Prospectus, Davis, Kinard
  & Co., P.C. have reported that they have applied limited procedures in
  accordance with professional standards for a review of such information.
  However, their separate report included in the Company's Current Report on Form
  8-K, as amended, dated June 12, 1997, and incorporated by reference herein,
  states that they did not audit and they do not express an opinion on that
  interim financial information.  Accordingly, the degree of reliance on their
  report of such information should be restricted in light of the limited nature
  of review procedures applied.  The accountants are not subject to the liability
  provisions of Section 11 of the Securities Act of 1933 for their report on the
  unaudited financial information because that report is not a "report" or a
  "part" of the Registration Statement prepared or certified by the accountants
  within the meaning of Sections 7 and 11 of the Securities Act.
  
                                         13
  16
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents have been filed by the Registrant with the
  Securities and Exchange Commission and are hereby incorporated by reference
  into this Registration Statement:
  
      a)   Annual Report on Form 10-K for the year ended December 31, 1996;
  
      b)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
  
      c)   Current Report on Form 8-K dated July 30, 1996, as amended by Form 8-
           K/A dated July 30, 1996, as further amended by Form 8-K/A dated July
           30, 1996;
  
      d)   Current Report on Form 8-K dated January 3, 1997;
  
      e)   Current Report on Form 8-K dated January 7, 1997;
  
      f)   Current Report on Form 8-K dated January 27, 1997;
  
      g)   Current Report on Form 8-K dated May 7, 1997;
  
      h)   Current Report on Form 8-K dated June 3, 1997;
  
      i)   Current Report on Form 8-K dated June 12, 1997, as amended by Form 8-
           K/A dated June 12, 1997;
  
      j)   Current Report on Form 8-K dated July 1, 1997;
  
      k)   Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
  
      l)   Current Report on Form 8-K dated July 24, 1997;
  
      m)  Current Report on Form 8-K dated August 5, 1997; and
  
      n)   Description of the Registrant's Common Stock contained in the
           Registrant's Registration Statement on Form 8-A, which became
           effective with the Securities and Exchange Commission on November 2,
           1993.
  
      All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment,
  which indicates all shares under the Plan have been sold or which deregisters
  all shares then remaining unsold under the Plan, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
                                        II-1
  17
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      Under provisions of the Restated Certificate of Incorporation, as amended,
  of the Registrant, each person who is or was a director, officer or controlling
  persons of the Registrant will be indemnified by the Registrant as a matter of
  right to the extent permitted or authorized by law.  The effects of the
  Restated Certificate of Incorporation, as amended, and the Delaware General
  Corporation Law may be summarized as follows:
  
           (a)  Under Delaware law, to the extent that such a person is
      successful on the merits in defense of a suit or proceeding brought against
      him by reason of the fact that he is a director or officer of the
      Registrant, he shall be indemnified against expenses (including attorneys'
      fees) reasonably incurred in connection with such action;
  
           (b)  In other circumstances, a director or officer of the Registrant
      may be indemnified against expenses (including attorneys' fees) judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      him in connection with such action, suit or proceeding if he acted in good
      faith and in a manner he reasonably believed to be in and not opposed to
      the best interest of the Registrant, and, with respect to a criminal action
      or proceeding, had no reasonable cause to believe his conduct was unlawful;
      however, in an action or suit by or in the right of the Registrant to
      procure a judgment in its favor, such person will not be indemnified if he
      has been adjudged to be liable to the Registrant unless and only to the
      extent that the Delaware Court of Chancery or the court in which such
      action or suit was brought determines 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 Court of Chancery or such other court deems proper.  A
      determination that indemnification of a director or officer is proper will
      be made by a disinterested majority of the Registrant's Board of Directors,
      by independent legal counsel, or by the stockholders of the Registrant; and
  
           (c)  The Registrant's Restated Certificate of Incorporation, as
      amended, contains a provision which eliminates, to the fullest extent
      permitted by the Delaware General Corporation Law, the liability of
      directors of the Registrant from monetary damages arising from any breach
      of fiduciary duties as a member of the Registrant's Board of Directors.
      This provision will not eliminate liability, for among other matters,
      breaches of duty of loyalty, acts or omissions not in good faith or knowing
      violations of law.  In addition, this provision will not eliminate or limit
      the liability of a director for any act or omission occurring prior to the
      date of the Registrant's reincorporation in the State of Delaware.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
      A total of 12,000 shares (the "Shares") of the Registrant's Common Stock
  was issued by the Registrant in October 1997 prior to the filing of this
  Registration Statement with the Commission pursuant to exercise of options
  granted under the Plan.  These Shares are "restricted securities" within the
  meaning of General Instruction C to Form S-8, and are being registered for
  reoffer pursuant to the "reoffer prospectus," included as a part of this
  Registration Statement.
  
      The Registrant believes that the issuance of the Shares was exempt from the
  registration requirements of Section 5 of the Securities Act of 1933 by virtue
  of Section 4(2) thereof, as a transaction not involving a public offering.
  More specifically, the Shares were issued to a director of the Registrant.
  Such director was able to fend for himself with access to information upon
  which an investment decision was made.
  
                                        II-2
  18
  ITEM 8.  EXHIBITS.
  
      The following exhibits are filed herewith:
  Exhibit     Item 601 Cross
     Number        Reference       Document as Form S-8 Exhibit
     ------     ---------------    ----------------------------
  4.1             4           Excerpt from Restated Certificate of Incorporation, as amended, of Patterson
                                   Energy, Inc.(1)
  
       4.2             4           Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
                                   and Continental Stock Transfer & Trust Company, as Rights Agent.(2)
  
       5.1             5           Opinion of Baker & Hostetler LLP regarding legality of shares to be offered
  
      10.1             10          Patterson Energy, Inc. 1993 Stock Incentive Plan, as amended
  
      15.1             15          Awareness Letter of Coopers & Lybrand L.L.P.
  
      15.2             15          Awareness Letter of Davis, Kinard & Co., P.C.
  
      23.1             23          Consent of Independent Accountants, Coopers & Lybrand L.L.P.
  
      23.2             23          Consent of Independent Public Accountants, Arthur Andersen LLP
  
      23.3             23          Consent of M. Brian Wallace,  independent petroleum engineer
  
      23.4             23          Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
  
      23.5             23          Consent of Independent Accountants, Davis, Kinard & Co., P.C.
  ______________________________
  
  (1) (Filed as an Exhibit to Post-Effective Amendment No. 1 to Form S-8
      (Registration No. 33-97972) filed with the Commission on July 17, 1997.
  
  (2) Filed as an Exhibit to Form 8-A dated January 10, 1997.
  
  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; and
  
               (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 (1)(a)(i) and (1)(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
           Securities Exchange Act of 1934 that are incorporated by reference in
           this Registration Statement.
  
                                        II-3
  19
           (b) That, for the purposes 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.
  
           (d) 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 that is incorporated by reference in this 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.
  
      2.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 (the "Act") 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 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-4
  20
                                     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 Snyder, State of Texas on the 4th day of
  November, 1997.
  
                            PATTERSON ENERGY, INC.
  
                            By:     /s/ A. Glenn Patterson                
                               -------------------------------------------
                                A. Glenn Patterson, President
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed as of November 4, 1997, by the
  following persons in the capacities indicated:
  /s/ Cloyce A. Talbott                    Chairman of the Board and Chief Executive Officer
   --------------------------------------------------                                                      
                     Cloyce A. Talbott
               (Principal Executive Officer)
  
                /s/ A. Glenn Patterson                    Director, President and Chief Operating Officer
   ---------------------------------------------------                                                   
                    A. Glenn Patterson
  
                  /s/ Robert C. Gist                      Director
   ---------------------------------------------------            
                      Robert C. Gist
  
                 /s/ Kenneth E. Davis                     Director
   ---------------------------------------------------            
                     Kenneth E. Davis
  
               /s/ Vincent A. Rossi, Jr.                  Director
   --------------------------------------------------             
                   Vincent A. Rossi, Jr.
  
                  /s/ James C. Brown                      Vice President--Finance, Secretary and Treasurer
   ---------------------------------------------------    and Chief Financial Officer                                                
                      James C. Brown                      
              (Principal Accounting Officer)
  II-5
  21
                                    EXHIBIT INDEX
  Exhibit     Item 601 Cross
     Number        Reference       Document as Form S-8 Exhibit                                                   Page No.
     ------     ---------------    ----------------------------                                                   --------
  4.1             4           Excerpt from Restated Certificate of Incorporation, as amended, of Patterson
                                   Energy, Inc.(1)
  
       4.2             4           Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
                                   and Continental Stock Transfer & Trust Company, as Rights Agent.(2)
  
       5.1             5           Opinion of Baker & Hostetler LLP regarding legality of shares to be offered
  
      10.1             10          Patterson Energy, Inc. Non-Employee Directors' Stock Option Plan, as amended
  
      15.1             15          Awareness Letter of Coopers & Lybrand L.L.P.
  
      15.2             15          Awareness Letter of Davis, Kinard & Co., P.C.
  
      23.1             23          Consent of Independent Accountants, Coopers & Lybrand L.L.P.
  
      23.2             23          Consent of Independent Public Accountants, Arthur Andersen LLP
  
      23.3             23          Consent of M. Brian Wallace,  independent petroleum engineer
  
      23.4             23          Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
  
      23.5             23          Consent of Independent Accountants, Davis, Kinard & Co., P.C.
  ______________________________
  
  (1) (Filed as an Exhibit to Post-Effective Amendment No. 1 to Form S-8
      (Registration No. 33-97972) filed with the Commission on July 17, 1997.
  
  (2) Filed as an Exhibit to Form 8-A dated January 10, 1997.