content: <PAGE>   1
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999.
                                                       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
       of incorporation or organization)                     Number)
  
  
                     8 EAST THIRD STREET, TULSA, OKLAHOMA 74103
             ---------------------------------------------------------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
  
  
            PARKER DRILLING COMPANY AMENDED AND RESTATED 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)
  
  <TABLE>
  <CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
   TITLE OF SECURITIES TO BE        AMOUNT TO BE          PROPOSED MAXIMUM             PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
          REGISTERED                REGISTERED(1)   OFFERING PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2)            FEE
  ----------------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                          <C>                      <C>                        <C>
  Parker Drilling Company         2,000,000 shares             $3.6875                  $6,966,202                 $1,936.60
  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 Amended
           and Restated 1997 Stock Plan (2,000,000 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 July 27, 1999.
  
  <PAGE>   2
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           This Registration Statement on Form S-8 registers additional
  securities of the same class as other securities for which a registration
  statement filed on Form S-8 relating to the Parker Drilling Company Amended and
  Restated 1997 Stock Plan is effective. Accordingly, pursuant to General
  Instruction E of Form S-8, the Registration Statement on Form S-8 (File No.
  333-41369) filed by the Registrant with the Securities and Exchange Commission
  is hereby incorporated by reference.
  
  
  
                                        I-1
  <PAGE>   3
  
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.       EXHIBITS.
  
        4.1     Parker Drilling Company Amended and Restated 1997 Stock Plan.
  
        4.2     Form of Stock Option Award Agreement for 1997 Stock Plan.
  
        4.3     Corrected Restated Articles of Incorporation of the Company
                (incorporated herein by reference to Exhibit 3(c) to Annual
                Report on Form 10-K for the year ended August 31, 1998).
  
        4.4     By-laws of the Company, as amended (incorporated herein by
                reference to Exhibit 3(f) to Annual Report on Form 10-K for the
                year ended August 31, 1998).
  
          5     Opinion of Ronald C. Potter, Esq. as to legality of securities.
  
         15     Letter of PricewaterhouseCoopers LLP regarding unaudited interim
                financial information.
  
       23.1     Consent of PricewaterhouseCoopers LLP, independent accountants.
  
       23.2     Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto).
  
         24     Power of Attorney (included in signature page hereof).
  
  
                                        II-2
  <PAGE>   4
                                     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 July 28, 1999.
  
  
                                       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 July 28, 1999.
  
  <TABLE>
  <CAPTION>
  Signature                                            Title
  ---------                                            -----
  <S>                                                  <C>
  
  /s/ ROBERT L. PARKER JR.
  -----------------------------------------------      President, Chief Executive Officer (Principal
  Executive                                            Officer) and Director
  Robert L. Parker Jr.
  
  /s/ JAMES J. DAVIS
  -----------------------------------------------      Senior Vice President-Finance and Chief Financial Officer
  James J. Davis                                       (Principal Financial Officer)
  
  /s/ W. KIRK BRASSFIELD
  -----------------------------------------------      Corporate Controller
  W. Kirk Brassfield                                   (Principal Accounting Officer)
  
  /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
  
  /s/ JAMES E. BARNES
  -----------------------------------------------      Director
  James E. Barnes
  </TABLE>
  
  
                                       II-2
  <PAGE>   5
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                     Description
  --------                   -----------
  <S>            <C>
        4.1      Parker Drilling Company Amended and Restated 1997 Stock Plan.
  
        4.2      Form of  Stock Option Award Agreement for 1997 Stock Plan.
  
        4.3      Corrected Restated Articles of Incorporation of the Company
                 (incorporated herein by reference to Exhibit 3(c) to Annual
                 Report on Form 10-K for the year ended August 31, 1998).
  
        4.4      By-laws of the Company (incorporated herein by reference to
                 Exhibit 3(f) to Annual Report on Form 10-K for the year ended
                 August 31, 1998).
  
        5        Opinion of counsel as to legality of securities.
  
        15       Letter of Pricewaterhouse Coopers LLP regarding unaudited
                 interim financial information.
  
        23.1     Consent of PricewaterhouseCoopers LLP, independent accountants.
  
        23.2     Consent of counsel (included in Exhibit 5 hereto).
  
        24       Power of Attorney (included in signature page hereof).
  </TABLE>
  
  
                                       II-3
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10645}]
metadata_filer: {"company-data": {"conformed-name": "PARKER DRILLING CO /DE/", "cik": "0000076321", "assigned-sic": "1381", "irs-number": "730618660", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84069", "film-number": "99673913"}, "business-address": {"street1": "PARKER BLDG", "street2": "EIGHT E THIRD ST", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185858221"}, "mail-address": {"street1": "PARKER BLDG", "street2": "EIGHT E THIRD ST", "city": "TULSA", "state": "OK", "zip": "74103"}}
text: 1
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999.
                                                       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
       of incorporation or organization)                     Number)
  
                     8 EAST THIRD STREET, TULSA, OKLAHOMA 74103
             ---------------------------------------------------------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
  
            PARKER DRILLING COMPANY AMENDED AND RESTATED 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 BE        AMOUNT TO BE          PROPOSED MAXIMUM             PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
          REGISTERED                REGISTERED(1)   OFFERING PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2)            FEE
  ----------------------------------------------------------------------------------------------------------------------------------
  Parker Drilling Company         2,000,000 shares             $3.6875                  $6,966,202                 $1,936.60
  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 Amended
           and Restated 1997 Stock Plan (2,000,000 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 July 27, 1999.
  2
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           This Registration Statement on Form S-8 registers additional
  securities of the same class as other securities for which a registration
  statement filed on Form S-8 relating to the Parker Drilling Company Amended and
  Restated 1997 Stock Plan is effective. Accordingly, pursuant to General
  Instruction E of Form S-8, the Registration Statement on Form S-8 (File No.
  333-41369) filed by the Registrant with the Securities and Exchange Commission
  is hereby incorporated by reference.
  
                                        I-1
  3
  
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.       EXHIBITS.
  
        4.1     Parker Drilling Company Amended and Restated 1997 Stock Plan.
  
        4.2     Form of Stock Option Award Agreement for 1997 Stock Plan.
  
        4.3     Corrected Restated Articles of Incorporation of the Company
                (incorporated herein by reference to Exhibit 3(c) to Annual
                Report on Form 10-K for the year ended August 31, 1998).
  
        4.4     By-laws of the Company, as amended (incorporated herein by
                reference to Exhibit 3(f) to Annual Report on Form 10-K for the
                year ended August 31, 1998).
  
          5     Opinion of Ronald C. Potter, Esq. as to legality of securities.
  
         15     Letter of PricewaterhouseCoopers LLP regarding unaudited interim
                financial information.
  
       23.1     Consent of PricewaterhouseCoopers LLP, independent accountants.
  
       23.2     Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto).
  
         24     Power of Attorney (included in signature page hereof).
  
                                        II-2
  4
                                     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 July 28, 1999.
  
                                       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 July 28, 1999.
  Signature                                            Title
  ---------                                            -----
  /s/ ROBERT L. PARKER JR.
  -----------------------------------------------      President, Chief Executive Officer (Principal
  Executive                                            Officer) and Director
  Robert L. Parker Jr.
  
  /s/ JAMES J. DAVIS
  -----------------------------------------------      Senior Vice President-Finance and Chief Financial Officer
  James J. Davis                                       (Principal Financial Officer)
  
  /s/ W. KIRK BRASSFIELD
  -----------------------------------------------      Corporate Controller
  W. Kirk Brassfield                                   (Principal Accounting Officer)
  
  /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
  
  /s/ JAMES E. BARNES
  -----------------------------------------------      Director
  James E. Barnes
  II-2
  5
  
                                   EXHIBIT INDEX
  Exhibit
  Number                     Description
  --------                   -----------
  4.1      Parker Drilling Company Amended and Restated 1997 Stock Plan.
  
        4.2      Form of  Stock Option Award Agreement for 1997 Stock Plan.
  
        4.3      Corrected Restated Articles of Incorporation of the Company
                 (incorporated herein by reference to Exhibit 3(c) to Annual
                 Report on Form 10-K for the year ended August 31, 1998).
  
        4.4      By-laws of the Company (incorporated herein by reference to
                 Exhibit 3(f) to Annual Report on Form 10-K for the year ended
                 August 31, 1998).
  
        5        Opinion of counsel as to legality of securities.
  
        15       Letter of Pricewaterhouse Coopers LLP regarding unaudited
                 interim financial information.
  
        23.1     Consent of PricewaterhouseCoopers LLP, independent accountants.
  
        23.2     Consent of counsel (included in Exhibit 5 hereto).
  
        24       Power of Attorney (included in signature page hereof).
  II-3