content: <PAGE>   1
                                                    Registration No. 333-_________
    As filed with the Securities and Exchange Commission on December 6, 1996
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                             -----------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                             -----------------------
  
                           NOBLE DRILLING CORPORATION
             (Exact name of registrant as specified in its charter)
  
  
             DELAWARE                                        73-0374541
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
      10370 RICHMOND AVENUE, SUITE 400
             HOUSTON, TEXAS                                         77042
  (Address of Principal Executive Offices)                        (Zip Code)
                                                                          
                             -----------------------
  
               NOBLE DRILLING CORPORATION EQUITY COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the Plan)
                                                                          
                             -----------------------
  
                  JAMES C. DAY                                    COPY TO:
  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER            ROBERT D. CAMPBELL
         NOBLE DRILLING CORPORATION                        THOMPSON & KNIGHT, P.C.
       10370 RICHMOND AVENUE, SUITE 400                      1700 PACIFIC AVENUE
           HOUSTON, TEXAS  77042                                 SUITE 3300
    (Name and address of agent for service)                  DALLAS, TEXAS  75201
                                                                (214) 969-1353
  
  
                  (713) 974-3131
          (Telephone number, including
         area code, of agent for service)
  
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  ---------------------------------------------------------------------------------------------------------------
         Title of                                    Proposed          Proposed Maximum           Amount
        Securities              Amount                Maximum              Aggregate                of
           to be                 to be            Offering Price           Offering            Registration
        Registered           Registered(1)         per Share(2)            Price(2)                 Fee
  ---------------------------------------------------------------------------------------------------------------
      <S>                    <C>                  <C>                  <C>                     <C>
       Common Stock,            75,000
      par value $.10           shares(3)          $19.1875             $1,439,062.50           $436.08      
         per share                                                    
  ---------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
      any stock split, stock dividend or similar transaction with respect to
      these shares are also being registered hereunder.
  
  (2) Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h) on the basis of the average of the high and low
      sales prices of the Common Stock reported in the consolidated reporting
      system for New York Stock Exchange traded securities on December 3, 1996.
  
  (3) Includes an indeterminate number of preferred stock purchase rights
      issuable pursuant to the Registrant's Stockholder Rights Plan, which rights
      will be transferable only with the shares of Common Stock registered
      hereunder.
  <PAGE>   2
                                       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 this Registration Statement
           in accordance with Rule 428 under the Securities Act of 1933
           and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents filed by the Registrant with the Securities
  and Exchange Commission are incorporated by reference in this Registration
  Statement:
  
  (1)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995, containing the consolidated financial statements of
           the Registrant and its subsidiaries for the fiscal year ended December
           31, 1995, together with the reports thereon of Price Waterhouse LLP
           and Arthur Andersen LLP, independent public accountants.
  
  (2)      All other reports filed by the Registrant pursuant to Section 13(a) or
           15(d) of the Securities Exchange Act of 1934 since December 31, 1995.
  
  (3)      The description of the Registrant's Common Stock contained in the
           Registrant's Registration Statement on Form 10 filed on September 11,
           1985, and effective on November 6, 1985, including any amendment or
           report filed for the purpose of updating such description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, prior to the filing of a post-effective amendment which indicates that
  all securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part hereof from the date of filing of such
  documents.
  
  
  
  
  
                                        -1-
  <PAGE>   3
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
        Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Not Applicable.
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        The Registrant is a Delaware corporation.  Under Section 145 of the
  General Corporation Law of the State of Delaware, the Registrant has the power
  to indemnify its directors and officers, subject to certain limitations.
  
        Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant under
  certain circumstances.
  
        Pursuant to the General Corporation Law of the State of Delaware, the
  Certificate of Incorporation of the Registrant limits the personal liability of
  the directors of the Registrant to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty under certain circumstances.
  
        The Registrant also maintains insurance to protect itself and its
  directors, officers, employees and agents against expenses, liabilities and
  losses incurred by such persons in connection with their service in the
  foregoing capacities.
  
        The foregoing summaries are necessarily subject to the complete text
  of the statute, bylaw, certificate of incorporation and insurance policy
  referred to above and are qualified in their entirety by reference thereto.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not Applicable.
  
  
  
  
  
                                       -2-
  <PAGE>   4
  ITEM 8.  EXHIBITS.
  
        The following documents are filed as exhibits to this Registration
  Statement:
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number              Description
  ------              -----------
  <S>                 <C>
  4.1                 Noble Drilling Corporation Equity Compensation Plan for 
                      Non-Employee Directors.
                      
  5.1                 Opinion of Thompson & Knight, A Professional Corporation, 
                      regarding 75,000 shares of Common Stock of the Registrant.
                      
  23.1                Consent of Thompson & Knight, A Professional Corporation 
                      (contained in its opinion filed herewith as Exhibit 5.1).
                      
  23.2                Consent of Price Waterhouse LLP to incorporation of report 
                      by reference.
                      
  23.3                Consent of Arthur Andersen LLP to incorporation of report 
                      by reference.
                      
  24.1                Power of Attorney (included on the signature page of this 
                      Registration Statement).
  </TABLE>
  
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      The Registrant hereby undertakes:
  
           (1)   To file, during any period in which offers or sales are being 
                 made, a post-effective amendment to this Registration Statement:
  
                 (i)     To include any prospectus required by Section 10(a)(3) 
                         of the Securities Act of 1933;
  
                 (ii)    To reflect in the prospectus any facts or events arising
                         after the effective date of this Registration Statement 
                         (or the most recent post-effective amendment thereof) 
                         which, individually or in the aggregate, represent a 
                         fundamental change in the information set forth in this 
                         Registration Statement; and
  
                 (iii)   To include any material information with respect to the 
                         plan of distribution not previously disclosed in this 
                         Registration Statement or any material change to such 
                         information in this Registration Statement;
  
  
  
  
  
                                        -3-
  <PAGE>   5
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(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.
          
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
          
           (3)      To remove from registration by means of a post-effective 
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
          
  (b)      The Registrant hereby further undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 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.
  
  (h)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such indemnification
           is against public policy 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.
  
  
  
  
  
                                        -4-
  <PAGE>   6
                                     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 Houston, State of Texas, on the 6th day of
  December, 1996.
  
  
                                  NOBLE DRILLING CORPORATION
                                  (Registrant)
  
  
  
                                  By: /s/ JAMES C. DAY
                                     --------------------------------------------
                                      James C. Day
                                      Chairman, President and Chief Executive
                                      Officer
  
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
           Each person whose signature appears below constitutes and appoints
  James C. Day and Byron L. Welliver, and each of them (with full power to each
  of them to act alone), his true and lawful attorney-in-fact and agent, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities to sign on his behalf individually and in
  each capacity stated below any amendment, including post-effective amendments,
  to this Registration Statement, and to file the same, with all exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents and either of them, or
  their substitutes, may lawfully do or cause to be done by virtue hereof.
  
  
  
  
  
                                        -5-
  <PAGE>   7
  <TABLE>
  <CAPTION>
  Signature                              Title                                              Date
  ---------                              -----                                              ----
  <S>                               <C>                                                     <C>
  /s/ JAMES C. DAY                       Chairman, President and Chief Executive            December 6, 1996
  -----------------------                Officer and Director                                               
  James C. Day                           (Principal Executive Officer) 
                                                                       
  
  
  /s/ BYRON L. WELLIVER                  Senior Vice President -                            December 6, 1996
  -----------------------                Finance, Treasurer and Controller                                  
  Byron L. Welliver                      (Principal Financial and Accounting 
                                         Officer)                            
                                                                             
  
  /s/ MICHAEL A. CAWLEY                  Director                                           December 6, 1996
  -----------------------                                                                                   
  Michael A. Cawley                               
                                                  
                                                  
  /s/LAWRENCE J. CHAZEN                  Director                                           December 6, 1996
  -----------------------
  Lawrence J. Chazen                              
                                                  
                                                  
  /s/ TOMMY C. CRAIGHEAD                 Director                                           December 6, 1996
  ------------------------                                                                                  
  Tommy C. Craighead                              
                                                  
                                                  
  /s/ JAMES L. FISHEL                    Director                                           December 6, 1996
  ------------------------
  James L. Fishel                                 
                                                  
                                                  
  /s/ MARC E. LELAND                     Director                                           December 6, 1996
  ------------------------
  Marc E. Leland                                  
                                                  
                                                  
  /s/ BILL M. THOMPSON                   Director                                           December 6, 1996
  ------------------------
  Bill M. Thompson
  </TABLE>
  
  
  
  
  
                                        -6-
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
   Exhibit
   Number                                        Exhibit
   ------                                        -------
   <S>                <C>
    4.1               Noble Drilling Corporation Equity Compensation Plan for
                      Non-Employee Directors.
  
    5.1               Opinion of Thompson & Knight, A Professional Corporation,
                      regarding 75,000 shares of Common Stock.
  
   23.1               Consent of Thompson & Knight, A Professional Corporation
                      (contained in its opinion filed herewith as Exhibit 5.1).
  
   23.2               Consent of Price Waterhouse LLP to incorporation of report
                      by reference.
  
   23.3               Consent of Arthur Andersen LLP to incorporation of report
                      by reference.
  
   24.1               Power of Attorney (included on the signature page of this
                      Registration Statement).
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19122}]
metadata_filer: {"company-data": {"conformed-name": "NOBLE DRILLING CORP", "cik": "0000777201", "assigned-sic": "1381", "irs-number": "730374541", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17407", "film-number": "96677076"}, "business-address": {"street1": "10370 RICHMOND AVE STE 400", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7139743131"}, "mail-address": {"street1": "10370 RICHMOND AVE", "street2": "STE 400", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
text: 1
                                                    Registration No. 333-_________
    As filed with the Securities and Exchange Commission on December 6, 1996
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                             -----------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                             -----------------------
  
                           NOBLE DRILLING CORPORATION
             (Exact name of registrant as specified in its charter)
  
             DELAWARE                                        73-0374541
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
      10370 RICHMOND AVENUE, SUITE 400
             HOUSTON, TEXAS                                         77042
  (Address of Principal Executive Offices)                        (Zip Code)
                                                                          
                             -----------------------
  
               NOBLE DRILLING CORPORATION EQUITY COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the Plan)
                                                                          
                             -----------------------
  
                  JAMES C. DAY                                    COPY TO:
  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER            ROBERT D. CAMPBELL
         NOBLE DRILLING CORPORATION                        THOMPSON & KNIGHT, P.C.
       10370 RICHMOND AVENUE, SUITE 400                      1700 PACIFIC AVENUE
           HOUSTON, TEXAS  77042                                 SUITE 3300
    (Name and address of agent for service)                  DALLAS, TEXAS  75201
                                                                (214) 969-1353
  
                  (713) 974-3131
          (Telephone number, including
         area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  
  ---------------------------------------------------------------------------------------------------------------
         Title of                                    Proposed          Proposed Maximum           Amount
        Securities              Amount                Maximum              Aggregate                of
           to be                 to be            Offering Price           Offering            Registration
        Registered           Registered(1)         per Share(2)            Price(2)                 Fee
  ---------------------------------------------------------------------------------------------------------------
  Common Stock,            75,000
      par value $.10           shares(3)          $19.1875             $1,439,062.50           $436.08      
         per share                                                    
  ---------------------------------------------------------------------------------------------------------------
  (1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
      any stock split, stock dividend or similar transaction with respect to
      these shares are also being registered hereunder.
  
  (2) Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h) on the basis of the average of the high and low
      sales prices of the Common Stock reported in the consolidated reporting
      system for New York Stock Exchange traded securities on December 3, 1996.
  
  (3) Includes an indeterminate number of preferred stock purchase rights
      issuable pursuant to the Registrant's Stockholder Rights Plan, which rights
      will be transferable only with the shares of Common Stock registered
      hereunder.
  2
                                       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 this Registration Statement
           in accordance with Rule 428 under the Securities Act of 1933
           and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents filed by the Registrant with the Securities
  and Exchange Commission are incorporated by reference in this Registration
  Statement:
  
  (1)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995, containing the consolidated financial statements of
           the Registrant and its subsidiaries for the fiscal year ended December
           31, 1995, together with the reports thereon of Price Waterhouse LLP
           and Arthur Andersen LLP, independent public accountants.
  
  (2)      All other reports filed by the Registrant pursuant to Section 13(a) or
           15(d) of the Securities Exchange Act of 1934 since December 31, 1995.
  
  (3)      The description of the Registrant's Common Stock contained in the
           Registrant's Registration Statement on Form 10 filed on September 11,
           1985, and effective on November 6, 1985, including any amendment or
           report filed for the purpose of updating such description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, prior to the filing of a post-effective amendment which indicates that
  all securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part hereof from the date of filing of such
  documents.
  
                                        -1-
  3
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
        Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        The Registrant is a Delaware corporation.  Under Section 145 of the
  General Corporation Law of the State of Delaware, the Registrant has the power
  to indemnify its directors and officers, subject to certain limitations.
  
        Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant under
  certain circumstances.
  
        Pursuant to the General Corporation Law of the State of Delaware, the
  Certificate of Incorporation of the Registrant limits the personal liability of
  the directors of the Registrant to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty under certain circumstances.
  
        The Registrant also maintains insurance to protect itself and its
  directors, officers, employees and agents against expenses, liabilities and
  losses incurred by such persons in connection with their service in the
  foregoing capacities.
  
        The foregoing summaries are necessarily subject to the complete text
  of the statute, bylaw, certificate of incorporation and insurance policy
  referred to above and are qualified in their entirety by reference thereto.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not Applicable.
  
                                       -2-
  4
  ITEM 8.  EXHIBITS.
  
        The following documents are filed as exhibits to this Registration
  Statement:
  Exhibit
  Number              Description
  ------              -----------
  4.1                 Noble Drilling Corporation Equity Compensation Plan for 
                      Non-Employee Directors.
                      
  5.1                 Opinion of Thompson & Knight, A Professional Corporation, 
                      regarding 75,000 shares of Common Stock of the Registrant.
                      
  23.1                Consent of Thompson & Knight, A Professional Corporation 
                      (contained in its opinion filed herewith as Exhibit 5.1).
                      
  23.2                Consent of Price Waterhouse LLP to incorporation of report 
                      by reference.
                      
  23.3                Consent of Arthur Andersen LLP to incorporation of report 
                      by reference.
                      
  24.1                Power of Attorney (included on the signature page of this 
                      Registration Statement).
  ITEM 9.  UNDERTAKINGS.
  
  (a)      The Registrant hereby undertakes:
  
           (1)   To file, during any period in which offers or sales are being 
                 made, a post-effective amendment to this Registration Statement:
  
                 (i)     To include any prospectus required by Section 10(a)(3) 
                         of the Securities Act of 1933;
  
                 (ii)    To reflect in the prospectus any facts or events arising
                         after the effective date of this Registration Statement 
                         (or the most recent post-effective amendment thereof) 
                         which, individually or in the aggregate, represent a 
                         fundamental change in the information set forth in this 
                         Registration Statement; and
  
                 (iii)   To include any material information with respect to the 
                         plan of distribution not previously disclosed in this 
                         Registration Statement or any material change to such 
                         information in this Registration Statement;
  
                                        -3-
  5
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(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.
          
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
          
           (3)      To remove from registration by means of a post-effective 
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
          
  (b)      The Registrant hereby further undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 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.
  
  (h)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such indemnification
           is against public policy 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.
  
                                        -4-
  6
                                     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 Houston, State of Texas, on the 6th day of
  December, 1996.
  
                                  NOBLE DRILLING CORPORATION
                                  (Registrant)
  
                                  By: /s/ JAMES C. DAY
                                     --------------------------------------------
                                      James C. Day
                                      Chairman, President and Chief Executive
                                      Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
           Each person whose signature appears below constitutes and appoints
  James C. Day and Byron L. Welliver, and each of them (with full power to each
  of them to act alone), his true and lawful attorney-in-fact and agent, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities to sign on his behalf individually and in
  each capacity stated below any amendment, including post-effective amendments,
  to this Registration Statement, and to file the same, with all exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents and either of them, or
  their substitutes, may lawfully do or cause to be done by virtue hereof.
  
                                        -5-
  7
  Signature                              Title                                              Date
  ---------                              -----                                              ----
  /s/ JAMES C. DAY                       Chairman, President and Chief Executive            December 6, 1996
  -----------------------                Officer and Director                                               
  James C. Day                           (Principal Executive Officer) 
                                                                       
  
  /s/ BYRON L. WELLIVER                  Senior Vice President -                            December 6, 1996
  -----------------------                Finance, Treasurer and Controller                                  
  Byron L. Welliver                      (Principal Financial and Accounting 
                                         Officer)                            
                                                                             
  
  /s/ MICHAEL A. CAWLEY                  Director                                           December 6, 1996
  -----------------------                                                                                   
  Michael A. Cawley                               
                                                  
                                                  
  /s/LAWRENCE J. CHAZEN                  Director                                           December 6, 1996
  -----------------------
  Lawrence J. Chazen                              
                                                  
                                                  
  /s/ TOMMY C. CRAIGHEAD                 Director                                           December 6, 1996
  ------------------------                                                                                  
  Tommy C. Craighead                              
                                                  
                                                  
  /s/ JAMES L. FISHEL                    Director                                           December 6, 1996
  ------------------------
  James L. Fishel                                 
                                                  
                                                  
  /s/ MARC E. LELAND                     Director                                           December 6, 1996
  ------------------------
  Marc E. Leland                                  
                                                  
                                                  
  /s/ BILL M. THOMPSON                   Director                                           December 6, 1996
  ------------------------
  Bill M. Thompson
  -6-
  8
                                 INDEX TO EXHIBITS
  Exhibit
   Number                                        Exhibit
   ------                                        -------
  4.1               Noble Drilling Corporation Equity Compensation Plan for
                      Non-Employee Directors.
  
    5.1               Opinion of Thompson & Knight, A Professional Corporation,
                      regarding 75,000 shares of Common Stock.
  
   23.1               Consent of Thompson & Knight, A Professional Corporation
                      (contained in its opinion filed herewith as Exhibit 5.1).
  
   23.2               Consent of Price Waterhouse LLP to incorporation of report
                      by reference.
  
   23.3               Consent of Arthur Andersen LLP to incorporation of report
                      by reference.
  
   24.1               Power of Attorney (included on the signature page of this
                      Registration Statement).