content: <PAGE>   1
  
  
  
  
  
      As filed with the Securities and Exchange Commission on July 31, 1996
                                                   Registration No. 333-
                                                                        ----------
  ================================================================================
  
  
                       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                (IRS Employer Identification No.)
   incorporation or organization)                     
  
  
  
       4510 Lamesa Highway, Snyder, Texas                           79549
    (Address of Principal Executive Offices)                      (ZIP Code)
  
  
  
                  1983 INCENTIVE STOCK OPTION PLAN, AS AMENDED
                                       AND
                      1994 NON-QUALIFIED STOCK OPTION PLAN
                                       OF
      PATTERSON DRILLING COMPANY (FORMERLY, TUCKER DRILLING COMPANY, INC.)
                            (Full title of the plans)
  
  
                                 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
            SNYDER, TX 79549                      303 EAST 17TH AVENUE, SUITE 1100
                                                       DENVER, COLORADO 80203
  
        Approximate date of commencement of proposed sales to the public:
   As soon as practicable after this Registration Statement becomes effective.
  
                         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            registration fee
    -------------------   ------------------    -------------------   ------------------     ----------------
                                                                                                             
   <S>                    <C>                   <C>                   <C>                    <C>
   Common Stock,          74,592 shares (2)           $8.615                $642,610               $222.00
   $.01 par value
  
  ===========================================================================================================
  </TABLE>
  
  
           (1)  Calculated pursuant to Rule 457(h), based upon the exercise price
  of outstanding options granted pursuant to the Plans set forth above on this
  facing sheet.  The exercise prices for shares underlying options previously
  granted range from $7.77 to $8.277 per share.
  
           (2)  Consists of 66,600 shares of Common Stock issuable upon exercise
  of options outstanding under the 1983 Incentive Stock Option Plan, as amended,
  and 7,992 shares of Common Stock issuable upon exercise of options outstanding
  under the 1994 Non-Qualified Stock Option Plan.
  ================================================================================
  
  <PAGE>   2
                               THE STOCK OPTION PLANS
  
           This Registration Statement relates to an aggregate of 74,592 shares
  of common stock, $.01 par value (the "Patterson Common Stock"), of Patterson
  Energy, Inc. ("Patterson") issuable upon the exercise of stock options that
  were granted under the 1983 Incentive Stock Option Plan and the 1994
  Non-Qualified Stock Option Plan (collectively, the "Plans") of Tucker Drilling
  Company, Inc. ("Tucker") to key employees and non-employee directors of Tucker
  prior to the merger (the "Merger") on July 30, 1996 of Patterson Drilling
  Company ("Patterson Drilling"), then a wholly-owned subsidiary of Patterson,
  with and into Tucker, with Tucker as the surviving corporation under the name
  "Patterson Drilling Company."  The Merger was consummated pursuant to the terms
  of an Agreement and Plan of Merger (the "Merger Agreement") dated as of April
  22, 1996, as amended, between and among Patterson, Patterson Drilling and
  Tucker.  As a part of the Merger Agreement, Patterson agreed that each option
  (a "Tucker Stock Option") to purchase shares of the common stock of Tucker
  ("Tucker Common Stock") which was outstanding under the Plans immediately prior
  to the effective date of the Merger would become and represent an option to
  purchase the number of shares of Patterson Common Stock determined by
  multiplying the number of shares of Tucker Common Stock subject to a Tucker
  Stock Option immediately prior to the effective date by 0.74 at an exercise
  price per share of Patterson Common Stock equal to the exercise price per share
  of Tucker Common Stock immediately prior to the effective date divided by 0.74.
  <PAGE>   3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from the Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933, as amended, and Note
           to Part I of Form S-8.
  
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The Registrant incorporates by reference in this Registration
  Statement:
  
           (a)     The Registrant's Annual Report on Form 10-KSB for the year
  ended December 31, 1995;
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
  ended March 31, 1996;
  
           (c)     The Registrant's Current Report on Form 8-K dated April 22,
  1996;
  
           (d)     The Registrant's Current Report on Form 8-K dated April 30,
  1996;
  
           (e)     The Registrant's Current Report on Form 8-K dated May 16,
  1996;
  
           (f)     All other reports filed by the Registrant pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
  since December 31, 1995; and
  
           (g)     The 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 Exchange Act 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.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           None.
  
  
  
  
  
                                         1
  <PAGE>   4
  Item 6.  Indemnification of Directors and Officers.
  
           The DGCL provides for indemnification by a corporation of costs
  incurred by directors, employees and agents in connection with an action, suit
  or proceeding brought by reason of their position as a director, employee or
  agent.  The person being indemnified must have acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation.  The DGCL provides that a corporation may advance payment of
  expenses.  The DGCL further provides that the indemnification and advancement
  of expenses provisions of the DGCL will not be deemed exclusive of any other
  rights to which these indemnifications or advancements of expenses may be
  entitled under bylaw, agreement, vote of stockholders or disinterested
  directors or otherwise, both as to action under official capacity and as to
  action in another capacity when holding such office.
  
           In addition to the general indemnification section, Delaware law
  provides further protection for directors under Section 102(b)(7) of the DGCL.
  This section was enacted in June 1986 and allows a Delaware corporation to
  include in its certificate of incorporation a provision that eliminates and
  limits certain personal liability of a director for monetary damages for
  certain breaches of the director's fiduciary duty of care, provided that any
  such provision does not (in the words of the statute) do any of the following:
  
           "eliminate or limit the liability of a director (i) for any breach of
           the director's duty of loyalty to the corporation or its stockholders,
           (ii) for acts or omissions not in good faith or which involve
           intentional misconduct or a knowing violation of law, (iii) under
           Section 174 of this Title [dealing with willful or negligent violation
           of the statutory provision concerning dividends and stock purchases
           and redemptions], or (iv) for any transaction from which the director
           derived an improper personal benefit.  No such provision shall
           eliminate or limit the liability of a director for any act or omission
           occurring prior to the date when such provision becomes effective...."
  
           The Board of Directors is empowered to make other indemnification as
  authorized under any bylaw, agreement, the Certificate of Incorporation, Bylaws
  or corporate resolution so long as the indemnification is consistent with the
  DGCL.
  
           The Registrant's Certificate of Incorporation provides that, to the
  fullest extent permitted by the DGCL, a director of the Registrant will not be
  liable to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty as a director.  The Registrant's Bylaws provide that to the
  extent that a director or officer of the Registrant is successful on the merits
  of 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.  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.  The Registrant's Bylaws also provide that the
  Registrant may advance the payment of expenses and that the indemnification and
  advancement of expenses provisions of the Bylaws are nonexclusive.  The
  Registrant maintains director and officer liability insurance covering director
  and officer indemnification.
  
  
  
  
  
                                         2
  <PAGE>   5
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  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>
       4.2             4           Article Fourth of the Certificate of 
                                   Incorporation, as amended, of Patterson
                                   Energy, Inc.
  
       5.1             4           Opinion re Legality (with Consent)
  
      10.1             10          1983 Incentive Stock Option Plan, as amended, 
                                   of Patterson Drilling Company (formerly, 
                                   Tucker Drilling Company, Inc.)
  
      10.2             10          1994 Non-Qualified Stock Option Plan of 
                                   Patterson Drilling Company (formerly, Tucker 
                                   Drilling Company, Inc.)
  
      24.1             24          Consent of Experts
  </TABLE>
  
  Item 9.  Undertakings.
  
           1.      The Registrant hereby undertakes:
  
                   (a)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     to include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                            (ii)    to reflect in the Prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                            (iii)   to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement.
  
                            Provided, however, that paragraphs (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 of Section 15(d) of the Securities Exchange Act
                   of 1934 that are incorporated by reference in this
                   Registration Statement.
  
                   (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.
  
  
  
  
  
                                         3
  <PAGE>   6
                   (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.
  
                                     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 30th day of July,
  1996.
  
                                          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 July 30, 1996, by the following
  persons in the capacities indicated:
  
  
  <TABLE>
            <S>                              <C>
            /s/ Cloyce A. Talbott            Chairman of the Board, Director
  - -----------------------------------------  and Chief Executive Officer    
             Cloyce A. Talbott            
        Principal Executive Officer       
                                                                
                                                              
                                          
            /s/ A. Glenn Patterson           President, Chief Operating Officer
  - -----------------------------------------  and Director
              A. Glenn Patterson             
                                          
                                          
                                          
            /s/ Robert C. Gist               Director
  - -----------------------------------------            
              Robert C. Gist              
                                          
                                             Director
  - -----------------------------------------            
              Kenneth E. Davis            
                                          
                                          
            /s/ James C. Brown               Vice President--Finance,
  - -----------------------------------------  Secretary and Treasurer 
              James C. Brown                 and Chief Financial Officer
      (Principal Accounting Officer)      
                                          
  </TABLE>
  
  
  
  
  
                                         4
  <PAGE>   7
                                   EXHIBIT INDEX
  <TABLE>
  <CAPTION>
     Exhibit
     Number     Document as Form S-8 Exhibit                                        Page No.
     ------     ----------------------------                                        --------
      <S>       <C>                                                                 <C>
       4.2      Article Fourth of the Certificate of Incorporation, 
                as amended, of Patterson Energy, Inc.
  
       5.1      Opinion re Legality (with Consent)
  
      10.1      1983 Incentive Stock Option Plan of Patterson 
                Drilling Company (formerly, Tucker Drilling Company, Inc.)
  
      10.2      1994 Non-Qualified Stock Option Plan of Patterson 
                Drilling Company (formerly, Tucker Drilling Company, Inc.)
  
      24.1      Consent of Experts
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PATTERSON ENERGY FORM S-8", "secsgml_size_bytes": 21205}]
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": "333-09243", "film-number": "96601595"}, "business-address": {"street1": "4510 LAMESA HWY", "city": "SNYDER", "state": "TX", "zip": "79549", "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 July 31, 1996
                                                   Registration No. 333-
                                                                        ----------
  ================================================================================
  
                       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                (IRS Employer Identification No.)
   incorporation or organization)                     
  
       4510 Lamesa Highway, Snyder, Texas                           79549
    (Address of Principal Executive Offices)                      (ZIP Code)
  
                  1983 INCENTIVE STOCK OPTION PLAN, AS AMENDED
                                       AND
                      1994 NON-QUALIFIED STOCK OPTION PLAN
                                       OF
      PATTERSON DRILLING COMPANY (FORMERLY, TUCKER DRILLING COMPANY, INC.)
                            (Full title of the plans)
  
                                 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
            SNYDER, TX 79549                      303 EAST 17TH AVENUE, SUITE 1100
                                                       DENVER, COLORADO 80203
  
        Approximate date of commencement of proposed sales to the public:
   As soon as practicable after this Registration Statement becomes effective.
  
                         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            registration fee
    -------------------   ------------------    -------------------   ------------------     ----------------
  Common Stock,          74,592 shares (2)           $8.615                $642,610               $222.00
   $.01 par value
  
  ===========================================================================================================
  (1)  Calculated pursuant to Rule 457(h), based upon the exercise price
  of outstanding options granted pursuant to the Plans set forth above on this
  facing sheet.  The exercise prices for shares underlying options previously
  granted range from $7.77 to $8.277 per share.
  
           (2)  Consists of 66,600 shares of Common Stock issuable upon exercise
  of options outstanding under the 1983 Incentive Stock Option Plan, as amended,
  and 7,992 shares of Common Stock issuable upon exercise of options outstanding
  under the 1994 Non-Qualified Stock Option Plan.
  ================================================================================
  2
                               THE STOCK OPTION PLANS
  
           This Registration Statement relates to an aggregate of 74,592 shares
  of common stock, $.01 par value (the "Patterson Common Stock"), of Patterson
  Energy, Inc. ("Patterson") issuable upon the exercise of stock options that
  were granted under the 1983 Incentive Stock Option Plan and the 1994
  Non-Qualified Stock Option Plan (collectively, the "Plans") of Tucker Drilling
  Company, Inc. ("Tucker") to key employees and non-employee directors of Tucker
  prior to the merger (the "Merger") on July 30, 1996 of Patterson Drilling
  Company ("Patterson Drilling"), then a wholly-owned subsidiary of Patterson,
  with and into Tucker, with Tucker as the surviving corporation under the name
  "Patterson Drilling Company."  The Merger was consummated pursuant to the terms
  of an Agreement and Plan of Merger (the "Merger Agreement") dated as of April
  22, 1996, as amended, between and among Patterson, Patterson Drilling and
  Tucker.  As a part of the Merger Agreement, Patterson agreed that each option
  (a "Tucker Stock Option") to purchase shares of the common stock of Tucker
  ("Tucker Common Stock") which was outstanding under the Plans immediately prior
  to the effective date of the Merger would become and represent an option to
  purchase the number of shares of Patterson Common Stock determined by
  multiplying the number of shares of Tucker Common Stock subject to a Tucker
  Stock Option immediately prior to the effective date by 0.74 at an exercise
  price per share of Patterson Common Stock equal to the exercise price per share
  of Tucker Common Stock immediately prior to the effective date divided by 0.74.
  3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from the Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933, as amended, and Note
           to Part I of Form S-8.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The Registrant incorporates by reference in this Registration
  Statement:
  
           (a)     The Registrant's Annual Report on Form 10-KSB for the year
  ended December 31, 1995;
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
  ended March 31, 1996;
  
           (c)     The Registrant's Current Report on Form 8-K dated April 22,
  1996;
  
           (d)     The Registrant's Current Report on Form 8-K dated April 30,
  1996;
  
           (e)     The Registrant's Current Report on Form 8-K dated May 16,
  1996;
  
           (f)     All other reports filed by the Registrant pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
  since December 31, 1995; and
  
           (g)     The 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 Exchange Act 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.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           None.
  
                                         1
  4
  Item 6.  Indemnification of Directors and Officers.
  
           The DGCL provides for indemnification by a corporation of costs
  incurred by directors, employees and agents in connection with an action, suit
  or proceeding brought by reason of their position as a director, employee or
  agent.  The person being indemnified must have acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation.  The DGCL provides that a corporation may advance payment of
  expenses.  The DGCL further provides that the indemnification and advancement
  of expenses provisions of the DGCL will not be deemed exclusive of any other
  rights to which these indemnifications or advancements of expenses may be
  entitled under bylaw, agreement, vote of stockholders or disinterested
  directors or otherwise, both as to action under official capacity and as to
  action in another capacity when holding such office.
  
           In addition to the general indemnification section, Delaware law
  provides further protection for directors under Section 102(b)(7) of the DGCL.
  This section was enacted in June 1986 and allows a Delaware corporation to
  include in its certificate of incorporation a provision that eliminates and
  limits certain personal liability of a director for monetary damages for
  certain breaches of the director's fiduciary duty of care, provided that any
  such provision does not (in the words of the statute) do any of the following:
  
           "eliminate or limit the liability of a director (i) for any breach of
           the director's duty of loyalty to the corporation or its stockholders,
           (ii) for acts or omissions not in good faith or which involve
           intentional misconduct or a knowing violation of law, (iii) under
           Section 174 of this Title [dealing with willful or negligent violation
           of the statutory provision concerning dividends and stock purchases
           and redemptions], or (iv) for any transaction from which the director
           derived an improper personal benefit.  No such provision shall
           eliminate or limit the liability of a director for any act or omission
           occurring prior to the date when such provision becomes effective...."
  
           The Board of Directors is empowered to make other indemnification as
  authorized under any bylaw, agreement, the Certificate of Incorporation, Bylaws
  or corporate resolution so long as the indemnification is consistent with the
  DGCL.
  
           The Registrant's Certificate of Incorporation provides that, to the
  fullest extent permitted by the DGCL, a director of the Registrant will not be
  liable to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty as a director.  The Registrant's Bylaws provide that to the
  extent that a director or officer of the Registrant is successful on the merits
  of 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.  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.  The Registrant's Bylaws also provide that the
  Registrant may advance the payment of expenses and that the indemnification and
  advancement of expenses provisions of the Bylaws are nonexclusive.  The
  Registrant maintains director and officer liability insurance covering director
  and officer indemnification.
  
                                         2
  5
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           The following exhibits are filed herewith:
  Exhibit     Item 601 Cross
     Number        Reference       Document as Form S-8 Exhibit
     ------     ---------------    ----------------------------
  4.2             4           Article Fourth of the Certificate of 
                                   Incorporation, as amended, of Patterson
                                   Energy, Inc.
  
       5.1             4           Opinion re Legality (with Consent)
  
      10.1             10          1983 Incentive Stock Option Plan, as amended, 
                                   of Patterson Drilling Company (formerly, 
                                   Tucker Drilling Company, Inc.)
  
      10.2             10          1994 Non-Qualified Stock Option Plan of 
                                   Patterson Drilling Company (formerly, Tucker 
                                   Drilling Company, Inc.)
  
      24.1             24          Consent of Experts
  Item 9.  Undertakings.
  
           1.      The Registrant hereby undertakes:
  
                   (a)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     to include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                            (ii)    to reflect in the Prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                            (iii)   to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement.
  
                            Provided, however, that paragraphs (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 of Section 15(d) of the Securities Exchange Act
                   of 1934 that are incorporated by reference in this
                   Registration Statement.
  
                   (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.
  
                                         3
  6
                   (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.
  
                                     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 30th day of July,
  1996.
  
                                          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 July 30, 1996, by the following
  persons in the capacities indicated:
  /s/ Cloyce A. Talbott            Chairman of the Board, Director
  - -----------------------------------------  and Chief Executive Officer    
             Cloyce A. Talbott            
        Principal Executive Officer       
                                                                
                                                              
                                          
            /s/ A. Glenn Patterson           President, Chief Operating Officer
  - -----------------------------------------  and Director
              A. Glenn Patterson             
                                          
                                          
                                          
            /s/ Robert C. Gist               Director
  - -----------------------------------------            
              Robert C. Gist              
                                          
                                             Director
  - -----------------------------------------            
              Kenneth E. Davis            
                                          
                                          
            /s/ James C. Brown               Vice President--Finance,
  - -----------------------------------------  Secretary and Treasurer 
              James C. Brown                 and Chief Financial Officer
      (Principal Accounting Officer)
  4
  7
                                   EXHIBIT INDEX
  Exhibit
     Number     Document as Form S-8 Exhibit                                        Page No.
     ------     ----------------------------                                        --------
  4.2      Article Fourth of the Certificate of Incorporation, 
                as amended, of Patterson Energy, Inc.
  
       5.1      Opinion re Legality (with Consent)
  
      10.1      1983 Incentive Stock Option Plan of Patterson 
                Drilling Company (formerly, Tucker Drilling Company, Inc.)
  
      10.2      1994 Non-Qualified Stock Option Plan of Patterson 
                Drilling Company (formerly, Tucker Drilling Company, Inc.)
  
      24.1      Consent of Experts