content: <PAGE>   1
     As filed with the Securities and Exchange Commission on December 2, 1997.
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                               PARKER DRILLING COMPANY
               (Exact name of registrant as specified in its charter)
  
         DELAWARE                                         73-0618660
  -------------------------------             ------------------------------------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                     8 EAST THIRD STREET, TULSA, OKLAHOMA 74103
             -----------------------------------------------------------
             (Address of Principal Executive Offices including Zip Code)
  
                       Parker Drilling Company 1997 Stock Plan
                       ---------------------------------------
  
                                (Full title of plan)
  
                                   JAMES J. DAVIS
                                 8 EAST THIRD STREET
                                TULSA, OKLAHOMA 74103
                                   (918) 631-1391
              (Name, address and telephone number of agent for service)
  
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================
  Title of securities to       Amount to be         Proposed maximum       Proposed maximum           Amount of
       be registered          registered (1)       offering price per     aggregate offering      registration fee
                                                        share (2)              price (2)
  ----------------------------------------------------------------------------------------------------------------
  <S>                        <C>                         <C>                  <C>                    <C>       
      Parker Drilling        4,000,000 shares            $12.594              $46,657,000            $14,138.00
   Company Common Stock,
    $.16 2/3 par value 
     per share
  ================================================================================================================
  </TABLE>
  
  (1)      Indicates the aggregate number of shares of Common Stock authorized and
           reserved for issuance under, or which may be sold upon the exercise of
           options that have previously been granted and/or may be granted to
           certain persons under, the Parker Drilling Company 1997 Stock Plan
           (4,000,000 shares). Also includes an indeterminate number of shares of
           Parker Drilling Company Common Stock that may be issuable by reason of
           stock splits, stock dividends or similar transactions.
  
  (2)      This calculation is made solely for the purpose of determining the
           registration fee pursuant to the provisions of Rule 457(h) under the
           Securities Act of 1933 as follows: (i) in the case of shares of Common
           Stock which may be purchased upon the exercise of outstanding options,
           the fee is calculated on the basis of the price at which the options
           may be exercised; and (ii) in the case of shares of Common Stock for
           which options have not yet been granted and the option price of which
           is therefore unknown, the fee is calculated on the basis of the average
           high and low sales prices per share of Common Stock as reported on the
           New York Stock Exchange on December 1, 1997.
  
  
  
  <PAGE>   2
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           The information called for in Part I of Form S-8 is currently included
  in the prospectus for the Parker Drilling Company 1997 Stock Plan and is not
  being filed with or included in this Form S-8 in accordance with the rules and
  regulations of the Securities and Exchange Commission (the "SEC").
  
  
  
                                        I-1
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Parker Drilling Company (the
  "Registrant") with the SEC are incorporated in this registration statement by
  reference:
  
           1.   The Registrant's Annual Report on Form 10-K for the fiscal year
                ended August 31, 1997;
  
           2.   The Registrant's Current Report on Form 8-K filed with the SEC on
                October 31, 1997; and
  
           3.   The description of the Registrant's Common Stock (the "Common
                Stock") which is contained in the Registrant's registration
                statement filed on Form 8-A dated June 16, 1969 and all amendments
                thereto and reports filed for the purpose of updating such
                description.
  
           In addition, all documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and
  prior to the filing of a post-effective amendment indicating that all securities
  offered pursuant to this registration statement have been sold or de-registering
  all such securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement.
  
  ITEM 4.           DESCRIPTION OF SECURITIES.
  
           Not Applicable
  
  ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Ronald C. Potter, Esq., whose opinion of counsel is attached hereto as
  Exhibit 5, is Senior Attorney for Parker Drilling Company. As of August 31,
  1997, Mr. Potter directly or indirectly beneficially owned, subject in some
  cases to certain restrictions, 7,000 shares of Common Stock. Mr. Potter is
  eligible to participate in the 1994 Executive Stock Option Plan and currently
  has options thereunder to purchase 10,000 shares of Common Stock.
  
  
  
                                        II-1
  
  <PAGE>   4
  
  ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's By-laws provide that each person who was or is made a
  party to, or is involved in, any action, suit or proceeding by reason of the
  fact that he or she was a director or officer of the Company (or was serving at
  the request of the Company as a director, officer, employee or agent for another
  entity) will be indemnified and held harmless by the Company, to the full extent
  authorized by the Delaware General Corporation Law.
  
           Under Section 145 of the Delaware General Corporation Law, a
  corporation may indemnify a director, officer, employee or agent of the
  corporation against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him or her if he
  or she acted in good faith and in a manner he or she reasonably believed to be
  in or not opposed to the best interests of the corporation and, with respect to
  any criminal action or proceeding, had no reasonable cause to believe his or her
  conduct was unlawful. In the case of an action brought by or in the right of a
  corporation, the corporation may indemnify a director, officer, employee or
  agent of the corporation against expenses (including attorneys' fees) actually
  and reasonably incurred by him or her if he or she acted in good faith and in a
  manner he or she reasonably believed to be in the best interests of the
  corporation, except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless a court finds that, in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses as the court shall deem proper.
  
           The Company's Restated Certificate of Incorporation provides that to
  the fullest extent permitted by Delaware General Corporation Law as the same
  exists or may hereafter be amended, a director of the Company shall not be
  liable to the Company or its stockholders for monetary damages for breach of
  fiduciary duty as a director. The Delaware General Corporation Law permits
  Delaware corporations to include in their certificates of incorporation a
  provision eliminating or limiting director liability for monetary damages
  arising from breaches of their fiduciary duty. The only limitations imposed
  under the statute are that the provision may not eliminate or limit a director's
  liability for (i) breaches of the director's duty of loyalty to the corporation
  or its stockholders, (ii) acts or omissions not in good faith or involving
  intentional misconduct or known violations of law, (iii) the payment of unlawful
  dividends or unlawful stock purchases or redemptions, or (iv) transactions in
  which the director received an improper personal benefit.
  
           The Company is insured against liabilities which it may incur by reason
  of its indemnification of officers and directors in accordance with its By-Laws.
  In addition, directors and officers are insured, at the Company's expense,
  against certain liabilities which might arise out of their employment and are
  not subject to indemnification under the By-Laws.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statute, Restated Certificate of Incorporation, By-Laws and agreements
  referred to above and are qualified in their entirety by reference thereto.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  
  
                                        II-2
  <PAGE>   5
  
  
  
  ITEM 8.           EXHIBITS.
  
           4.1    Parker Drilling Company 1997 Stock Plan (incorporated herein by
                  reference to Exhibit "A" to the Company's 1997 Proxy Statement
                  dated November 7, 1997, File No. 001-07573.
  
           4.2    Form of Incentive Stock Option Award Agreement for 1997 Stock
                  Plan.
  
           4.3    Restated Articles of Incorporation of the Company (incorporated
                  herein by reference to Exhibit 4.1 to Amendment No. 1 to the
                  Company's S-3 Registration Statement No. 333-22987).
  
           4.4    Certificate of Retirement of the Company (incorporated herein by
                  reference to Exhibit 4.2 to Amendment No. 1 to the Company's S-3
                  Registration Statement No. 333-22987).
  
           4.5    By-laws of the Company, as amended (incorporated herein by
                  reference to Exhibit 3(b) to Annual Report on Form 10-K for the
                  year ended August 31, 1992, as amended by Form 8 dated February
                  18, 1993).
  
           4.6    Indenture dated as of November 12, 1996 among the Company, as
                  issuer, certain Subsidiary Guarantors (as defined therein) and
                  Texas Commerce Bank National Association, as trustee
                  (incorporated by reference to Exhibit 4.3 to the Company's S-4
                  Registration Statement No. 333-19317).
  
           4.7    Term Loan Agreement dated as of November 8, 1996 between the
                  Company and ING (U.S.) Capital Corporation (incorporated by
                  reference to Exhibit 10.1 to the Company's Quarterly Report on
                  Form 10-Q/A for the three months ended November 30, 1996).
  
           5      Opinion of Ronald C. Potter, Esq. as to legality of securities.
  
           23.1   Consent of Coopers & Lybrand, independent certified public
                  accountants
  
           23.2   Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto)
  
           24     Power of Attorney (included in Part II hereof)
  
  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-3
  <PAGE>   6
  
  
  
                  (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. Notwithstanding the foregoing, any increase or decrease in the volume
  of securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of the
  Registration Fee" table in the effective registration statement;
  
                  (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;
  
           Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in the registration statement.
  
           (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           2. The Registrant hereby undertakes that, for the purpose of
  determining any liability under the Securities Act of 1933, each such
  post-effective amendment and each filing of the Registrant's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           3. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors and officers of the
  Registrant and subsidiary companies pursuant to the foregoing provisions, or
  otherwise, the Registrant has been informed that in the opinion of the
  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>   7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Tulsa, State of Oklahoma, on the 2nd day of December,
  1997.
  
                                             PARKER DRILLING COMPANY
                                             By: /s/ Robert L. Parker Jr.
                                             Robert L. Parker Jr., President and
                                             Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
  and each of them his or her true and lawful attorneys-in-fact and agents, with
  full power of substitution and re-substitution, for him or her in his or her
  name, place and stead, in any and all capacities, to sign any or all amendments
  and post-effective amendments to this Registration Statement on Form S-8, and to
  file the same, 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 or she might
  or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or each of them, or their or his or her substitute
  or substitutes, may lawfully do or cause to be done by virtue thereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on the 2nd day of December, 1997.
  
  <TABLE>
  <CAPTION>
  Signature                                Title
  ---------                                -----
  <S>                                      <C>
  (i)  Principal Executive Officer:
  
  /s/ Robert L. Parker Jr.                 President, Chief Executive Officer and Director
  Robert L. Parker Jr.
  
  (ii)  Principal Financial Officer
  
  /s/ James J. Davis                       Senior Vice President-Finance and Chief Financial Officer
  James J. Davis
  
  (iii)  Principal Accounting Officer
  
  /s/ Randy Ellis                          Controller
  Randy. Ellis
  
  (iv)  Directors:
  
  /s/ Robert L. Parker                     Chairman of the Board and Director
  Robert L. Parker
  
  /s/ James W. Linn                        Executive Vice President and Director
  James W. Linn
  
  /s/ Earnest F. Gloyna                    Director
  Earnest F. Gloyna
  
  /s/ David L. Fist                        Director
  David L. Fist
  
  /s/ Rudolph R. Reinfrank                 Director
  Rudolph R. Reinfrank
  
  /s/ Bernard J. Duroc-Danner              Director
  Bernard J. Duroc-Danner
  
  </TABLE>
  
  
  
                                        II-5
  <PAGE>   8
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number            Document
  
  4.1       Parker Drilling Company 1997 Stock Plan (incorporated herein by
            reference to Exhibit "A" to the Company's 1997 Proxy Statement dated
            November 7, 1997, File No. 001-07573.
  
  4.2       Form of Incentive Stock Option Award Agreement for 1997 Stock Plan.
  
  4.3       Restated Articles of Incorporation of the Company (incorporated herein
            by reference to Exhibit 4.1 to Amendment No. 1 to the Company's S-3
            Registration Statement No. 333-22987).
  
  4.4       Certificate of Retirement of the Company (incorporated herein by
            reference to Exhibit 4.2 to Amendment No. 1 to the Company's S-3
            Registration Statement No. 333-22987).
  
  4.5       By-laws of the Company, as amended (incorporated herein by reference
            to Exhibit 3(b) to Annual Report on Form 10-K for the year ended
            August 31, 1992, as amended by Form 8 dated February 18, 1993).
  
  4.6       Indenture dated as of November 12, 1996 among the Company, as issuer,
            certain Subsidiary Guarantors (as defined therein) and Texas Commerce
            Bank National Association, as trustee (incorporated by reference to
            Exhibit 4.3 to the Company's S-4 Registration Statement No.
            333-19317).
  
  4.7       Term Loan Agreement dated as of November 8, 1996 between the Company
            and ING (U.S.) Capital Corporation (incorporated by reference to
            Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q/A for the
            three months ended November 30, 1996).
  
  5         Opinion of Ronald C. Potter, Esq. as to legality of securities.
  
  23.1      Consent of Coopers & Lybrand, independent certified public accountants
  
  23.2      Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto)
  
  24        Power of Attorney (included in Part II hereof)
  
  
  
                                        II-6
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text: 1
     As filed with the Securities and Exchange Commission on December 2, 1997.
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                               PARKER DRILLING COMPANY
               (Exact name of registrant as specified in its charter)
  
         DELAWARE                                         73-0618660
  -------------------------------             ------------------------------------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                     8 EAST THIRD STREET, TULSA, OKLAHOMA 74103
             -----------------------------------------------------------
             (Address of Principal Executive Offices including Zip Code)
  
                       Parker Drilling Company 1997 Stock Plan
                       ---------------------------------------
  
                                (Full title of plan)
  
                                   JAMES J. DAVIS
                                 8 EAST THIRD STREET
                                TULSA, OKLAHOMA 74103
                                   (918) 631-1391
              (Name, address and telephone number of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================
  Title of securities to       Amount to be         Proposed maximum       Proposed maximum           Amount of
       be registered          registered (1)       offering price per     aggregate offering      registration fee
                                                        share (2)              price (2)
  ----------------------------------------------------------------------------------------------------------------
  Parker Drilling        4,000,000 shares            $12.594              $46,657,000            $14,138.00
   Company Common Stock,
    $.16 2/3 par value 
     per share
  ================================================================================================================
  (1)      Indicates the aggregate number of shares of Common Stock authorized and
           reserved for issuance under, or which may be sold upon the exercise of
           options that have previously been granted and/or may be granted to
           certain persons under, the Parker Drilling Company 1997 Stock Plan
           (4,000,000 shares). Also includes an indeterminate number of shares of
           Parker Drilling Company Common Stock that may be issuable by reason of
           stock splits, stock dividends or similar transactions.
  
  (2)      This calculation is made solely for the purpose of determining the
           registration fee pursuant to the provisions of Rule 457(h) under the
           Securities Act of 1933 as follows: (i) in the case of shares of Common
           Stock which may be purchased upon the exercise of outstanding options,
           the fee is calculated on the basis of the price at which the options
           may be exercised; and (ii) in the case of shares of Common Stock for
           which options have not yet been granted and the option price of which
           is therefore unknown, the fee is calculated on the basis of the average
           high and low sales prices per share of Common Stock as reported on the
           New York Stock Exchange on December 1, 1997.
  2
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           The information called for in Part I of Form S-8 is currently included
  in the prospectus for the Parker Drilling Company 1997 Stock Plan and is not
  being filed with or included in this Form S-8 in accordance with the rules and
  regulations of the Securities and Exchange Commission (the "SEC").
  
                                        I-1
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Parker Drilling Company (the
  "Registrant") with the SEC are incorporated in this registration statement by
  reference:
  
           1.   The Registrant's Annual Report on Form 10-K for the fiscal year
                ended August 31, 1997;
  
           2.   The Registrant's Current Report on Form 8-K filed with the SEC on
                October 31, 1997; and
  
           3.   The description of the Registrant's Common Stock (the "Common
                Stock") which is contained in the Registrant's registration
                statement filed on Form 8-A dated June 16, 1969 and all amendments
                thereto and reports filed for the purpose of updating such
                description.
  
           In addition, all documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and
  prior to the filing of a post-effective amendment indicating that all securities
  offered pursuant to this registration statement have been sold or de-registering
  all such securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement.
  
  ITEM 4.           DESCRIPTION OF SECURITIES.
  
           Not Applicable
  
  ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Ronald C. Potter, Esq., whose opinion of counsel is attached hereto as
  Exhibit 5, is Senior Attorney for Parker Drilling Company. As of August 31,
  1997, Mr. Potter directly or indirectly beneficially owned, subject in some
  cases to certain restrictions, 7,000 shares of Common Stock. Mr. Potter is
  eligible to participate in the 1994 Executive Stock Option Plan and currently
  has options thereunder to purchase 10,000 shares of Common Stock.
  
                                        II-1
  4
  
  ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's By-laws provide that each person who was or is made a
  party to, or is involved in, any action, suit or proceeding by reason of the
  fact that he or she was a director or officer of the Company (or was serving at
  the request of the Company as a director, officer, employee or agent for another
  entity) will be indemnified and held harmless by the Company, to the full extent
  authorized by the Delaware General Corporation Law.
  
           Under Section 145 of the Delaware General Corporation Law, a
  corporation may indemnify a director, officer, employee or agent of the
  corporation against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him or her if he
  or she acted in good faith and in a manner he or she reasonably believed to be
  in or not opposed to the best interests of the corporation and, with respect to
  any criminal action or proceeding, had no reasonable cause to believe his or her
  conduct was unlawful. In the case of an action brought by or in the right of a
  corporation, the corporation may indemnify a director, officer, employee or
  agent of the corporation against expenses (including attorneys' fees) actually
  and reasonably incurred by him or her if he or she acted in good faith and in a
  manner he or she reasonably believed to be in the best interests of the
  corporation, except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless a court finds that, in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses as the court shall deem proper.
  
           The Company's Restated Certificate of Incorporation provides that to
  the fullest extent permitted by Delaware General Corporation Law as the same
  exists or may hereafter be amended, a director of the Company shall not be
  liable to the Company or its stockholders for monetary damages for breach of
  fiduciary duty as a director. The Delaware General Corporation Law permits
  Delaware corporations to include in their certificates of incorporation a
  provision eliminating or limiting director liability for monetary damages
  arising from breaches of their fiduciary duty. The only limitations imposed
  under the statute are that the provision may not eliminate or limit a director's
  liability for (i) breaches of the director's duty of loyalty to the corporation
  or its stockholders, (ii) acts or omissions not in good faith or involving
  intentional misconduct or known violations of law, (iii) the payment of unlawful
  dividends or unlawful stock purchases or redemptions, or (iv) transactions in
  which the director received an improper personal benefit.
  
           The Company is insured against liabilities which it may incur by reason
  of its indemnification of officers and directors in accordance with its By-Laws.
  In addition, directors and officers are insured, at the Company's expense,
  against certain liabilities which might arise out of their employment and are
  not subject to indemnification under the By-Laws.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statute, Restated Certificate of Incorporation, By-Laws and agreements
  referred to above and are qualified in their entirety by reference thereto.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
                                        II-2
  5
  
  ITEM 8.           EXHIBITS.
  
           4.1    Parker Drilling Company 1997 Stock Plan (incorporated herein by
                  reference to Exhibit "A" to the Company's 1997 Proxy Statement
                  dated November 7, 1997, File No. 001-07573.
  
           4.2    Form of Incentive Stock Option Award Agreement for 1997 Stock
                  Plan.
  
           4.3    Restated Articles of Incorporation of the Company (incorporated
                  herein by reference to Exhibit 4.1 to Amendment No. 1 to the
                  Company's S-3 Registration Statement No. 333-22987).
  
           4.4    Certificate of Retirement of the Company (incorporated herein by
                  reference to Exhibit 4.2 to Amendment No. 1 to the Company's S-3
                  Registration Statement No. 333-22987).
  
           4.5    By-laws of the Company, as amended (incorporated herein by
                  reference to Exhibit 3(b) to Annual Report on Form 10-K for the
                  year ended August 31, 1992, as amended by Form 8 dated February
                  18, 1993).
  
           4.6    Indenture dated as of November 12, 1996 among the Company, as
                  issuer, certain Subsidiary Guarantors (as defined therein) and
                  Texas Commerce Bank National Association, as trustee
                  (incorporated by reference to Exhibit 4.3 to the Company's S-4
                  Registration Statement No. 333-19317).
  
           4.7    Term Loan Agreement dated as of November 8, 1996 between the
                  Company and ING (U.S.) Capital Corporation (incorporated by
                  reference to Exhibit 10.1 to the Company's Quarterly Report on
                  Form 10-Q/A for the three months ended November 30, 1996).
  
           5      Opinion of Ronald C. Potter, Esq. as to legality of securities.
  
           23.1   Consent of Coopers & Lybrand, independent certified public
                  accountants
  
           23.2   Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto)
  
           24     Power of Attorney (included in Part II hereof)
  
  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-3
  6
  
                  (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. Notwithstanding the foregoing, any increase or decrease in the volume
  of securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of the
  Registration Fee" table in the effective registration statement;
  
                  (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;
  
           Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in the registration statement.
  
           (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           2. The Registrant hereby undertakes that, for the purpose of
  determining any liability under the Securities Act of 1933, each such
  post-effective amendment and each filing of the Registrant's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           3. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors and officers of the
  Registrant and subsidiary companies pursuant to the foregoing provisions, or
  otherwise, the Registrant has been informed that in the opinion of the
  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
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Tulsa, State of Oklahoma, on the 2nd day of December,
  1997.
  
                                             PARKER DRILLING COMPANY
                                             By: /s/ Robert L. Parker Jr.
                                             Robert L. Parker Jr., President and
                                             Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
  and each of them his or her true and lawful attorneys-in-fact and agents, with
  full power of substitution and re-substitution, for him or her in his or her
  name, place and stead, in any and all capacities, to sign any or all amendments
  and post-effective amendments to this Registration Statement on Form S-8, and to
  file the same, 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 or she might
  or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or each of them, or their or his or her substitute
  or substitutes, may lawfully do or cause to be done by virtue thereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on the 2nd day of December, 1997.
  Signature                                Title
  ---------                                -----
  (i)  Principal Executive Officer:
  
  /s/ Robert L. Parker Jr.                 President, Chief Executive Officer and Director
  Robert L. Parker Jr.
  
  (ii)  Principal Financial Officer
  
  /s/ James J. Davis                       Senior Vice President-Finance and Chief Financial Officer
  James J. Davis
  
  (iii)  Principal Accounting Officer
  
  /s/ Randy Ellis                          Controller
  Randy. Ellis
  
  (iv)  Directors:
  
  /s/ Robert L. Parker                     Chairman of the Board and Director
  Robert L. Parker
  
  /s/ James W. Linn                        Executive Vice President and Director
  James W. Linn
  
  /s/ Earnest F. Gloyna                    Director
  Earnest F. Gloyna
  
  /s/ David L. Fist                        Director
  David L. Fist
  
  /s/ Rudolph R. Reinfrank                 Director
  Rudolph R. Reinfrank
  
  /s/ Bernard J. Duroc-Danner              Director
  Bernard J. Duroc-Danner
  II-5
  8
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number            Document
  
  4.1       Parker Drilling Company 1997 Stock Plan (incorporated herein by
            reference to Exhibit "A" to the Company's 1997 Proxy Statement dated
            November 7, 1997, File No. 001-07573.
  
  4.2       Form of Incentive Stock Option Award Agreement for 1997 Stock Plan.
  
  4.3       Restated Articles of Incorporation of the Company (incorporated herein
            by reference to Exhibit 4.1 to Amendment No. 1 to the Company's S-3
            Registration Statement No. 333-22987).
  
  4.4       Certificate of Retirement of the Company (incorporated herein by
            reference to Exhibit 4.2 to Amendment No. 1 to the Company's S-3
            Registration Statement No. 333-22987).
  
  4.5       By-laws of the Company, as amended (incorporated herein by reference
            to Exhibit 3(b) to Annual Report on Form 10-K for the year ended
            August 31, 1992, as amended by Form 8 dated February 18, 1993).
  
  4.6       Indenture dated as of November 12, 1996 among the Company, as issuer,
            certain Subsidiary Guarantors (as defined therein) and Texas Commerce
            Bank National Association, as trustee (incorporated by reference to
            Exhibit 4.3 to the Company's S-4 Registration Statement No.
            333-19317).
  
  4.7       Term Loan Agreement dated as of November 8, 1996 between the Company
            and ING (U.S.) Capital Corporation (incorporated by reference to
            Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q/A for the
            three months ended November 30, 1996).
  
  5         Opinion of Ronald C. Potter, Esq. as to legality of securities.
  
  23.1      Consent of Coopers & Lybrand, independent certified public accountants
  
  23.2      Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto)
  
  24        Power of Attorney (included in Part II hereof)
  
                                        II-6