content: <PAGE>   1
                                                        Registration No. 333-_____
       As filed with the Securities and Exchange Commission on April 25, 1997
  ================================================================================
  
                         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 1991 STOCK OPTION
                              AND RESTRICTED STOCK PLAN
                              (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
  
                  (713) 974-3131                           (214) 969-1353
           (Telephone number, including
         area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------
         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,           5,500,000
      par value $.10            shares                $17.25              $94,875,000             $28,750
         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 on the New York Stock
           Exchange Composite Tape on April 18, 1997.
  <PAGE>   2
  
                                       PART I
  
                         INCORPORATION OF CONTENTS OF PRIOR
                              REGISTRATION STATEMENTS
  
  
         The contents of Registration Statement No. 33-46724 relating to the
  Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan (the
  "Plan") filed by the Registrant with the Securities and Exchange Commission
  (the "Commission") on April 1, 1992 and of Registration Statement No. 33-57675
  relating to the Plan filed by the Registrant with the Commission on February
  13, 1995 (together, the "Prior Registration Statements") are incorporated
  herein by reference pursuant to General Instruction E to Form S-8.  The purpose
  of this Registration Statement is to register 5,500,000 additional shares of
  Common Stock of the Registrant for offer and sale pursuant to the Plan.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  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.
  
         The Registrant has entered into indemnity agreements with the
  Registrant's directors and bylaw officers intended to provide for
  indemnification to the fullest extent permitted by law.
  
         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, agreement, certificate of incorporation and insurance
  policy referred to above and are qualified in their entirety by reference
  thereto.
  
  
  
  
  
                                         1
  <PAGE>   3
  Item 8.       Exhibits.
  
         In addition to the exhibits filed with or incorporated by reference in
  the Prior Registration Statements, the following documents are filed or
  incorporated by reference as exhibits to this Registration Statement:
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                                     Description
  ------                                     -----------
  <S>                  <C>
  4.1                  Noble Drilling Corporation 1991 Stock Option and
                       Restricted Stock Plan, as amended and restated effective
                       as of January 30, 1997.
  
  5.1                  Opinion of Thompson & Knight, A Professional Corporation.
  
  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.
  
  24.1                 Power of Attorney (included on the signature page of this
                       Registration Statement).
  </TABLE>
  
  
  
  
  
                                         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 Houston, State of Texas, on the 24th day of
  April, 1997.
  
                                     NOBLE DRILLING CORPORATION
                                     (Registrant)
  
                                     By:     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 any Registration Statement (including any
  amendment thereto) for this offering that is to be effective upon filing
  pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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.
  
  <TABLE>
  <CAPTION>
  Signature              Title                                      Date
  ---------              -----                                      ----
  <S>                    <C>                                        <C>
  
  JAMES C. DAY           Chairman, President and Chief            April 24, 1997
  ---------------------  Executive Officer and Director 
  James C. Day           (Principal Executive Officer)                          
                              
                                             
  
  BYRON L. WELLIVER      Senior Vice President - Finance,         April 24, 1997
  ---------------------  Treasurer and Controller 
  Byron L. Welliver      (Principal Financial and Accounting
                         Officer)
                
  
  MICHAEL A. CAWLEY      Director                                 April 24, 1997
  ---------------------                                    
  Michael A. Cawley
  
  LAWRENCE J. CHAZEN     Director                                 April 24, 1997
  ---------------------                                    
  Lawrence J. Chazen
  
  TOMMY C. CRAIGHEAD     Director                                 April 24, 1997
  ---------------------                                    
  Tommy C. Craighead
  
  JAMES L. FISHEL        Director                                 April 24, 1997
  ---------------------                                    
  James L. Fishel
  
                         Director
  ---------------------                                    
  Marc E. Leland
  </TABLE>
  
  
                                         3
  
  <PAGE>   5
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
             Exhibit
             Number                       Exhibit
             ------                       -------
              <S>                  <C>
               4.1                 Noble Drilling Corporation 1991
                                   Stock Option and Restricted
                                   Stock Plan, as amended and
                                   restated effective as of
                                   January 30, 1997.
  
               5.1                 Opinion of Thompson & Knight, A
                                   Professional Corporation.
  
              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.
  
              24.1                 Power of Attorney (included on
                                   the signature page of this
                                   Registration Statement).
  
  </TABLE>
  
  
  
  
                                         4
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12470}]
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": "333-25857", "film-number": "97587581"}, "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 April 25, 1997
  ================================================================================
  
                         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 1991 STOCK OPTION
                              AND RESTRICTED STOCK PLAN
                              (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
  
                  (713) 974-3131                           (214) 969-1353
           (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,           5,500,000
      par value $.10            shares                $17.25              $94,875,000             $28,750
         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 on the New York Stock
           Exchange Composite Tape on April 18, 1997.
  2
  
                                       PART I
  
                         INCORPORATION OF CONTENTS OF PRIOR
                              REGISTRATION STATEMENTS
  
         The contents of Registration Statement No. 33-46724 relating to the
  Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan (the
  "Plan") filed by the Registrant with the Securities and Exchange Commission
  (the "Commission") on April 1, 1992 and of Registration Statement No. 33-57675
  relating to the Plan filed by the Registrant with the Commission on February
  13, 1995 (together, the "Prior Registration Statements") are incorporated
  herein by reference pursuant to General Instruction E to Form S-8.  The purpose
  of this Registration Statement is to register 5,500,000 additional shares of
  Common Stock of the Registrant for offer and sale pursuant to the Plan.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  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.
  
         The Registrant has entered into indemnity agreements with the
  Registrant's directors and bylaw officers intended to provide for
  indemnification to the fullest extent permitted by law.
  
         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, agreement, certificate of incorporation and insurance
  policy referred to above and are qualified in their entirety by reference
  thereto.
  
                                         1
  3
  Item 8.       Exhibits.
  
         In addition to the exhibits filed with or incorporated by reference in
  the Prior Registration Statements, the following documents are filed or
  incorporated by reference as exhibits to this Registration Statement:
  Exhibit
  Number                                     Description
  ------                                     -----------
  4.1                  Noble Drilling Corporation 1991 Stock Option and
                       Restricted Stock Plan, as amended and restated effective
                       as of January 30, 1997.
  
  5.1                  Opinion of Thompson & Knight, A Professional Corporation.
  
  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.
  
  24.1                 Power of Attorney (included on the signature page of this
                       Registration Statement).
  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 Houston, State of Texas, on the 24th day of
  April, 1997.
  
                                     NOBLE DRILLING CORPORATION
                                     (Registrant)
  
                                     By:     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 any Registration Statement (including any
  amendment thereto) for this offering that is to be effective upon filing
  pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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.
  Signature              Title                                      Date
  ---------              -----                                      ----
  JAMES C. DAY           Chairman, President and Chief            April 24, 1997
  ---------------------  Executive Officer and Director 
  James C. Day           (Principal Executive Officer)                          
                              
                                             
  
  BYRON L. WELLIVER      Senior Vice President - Finance,         April 24, 1997
  ---------------------  Treasurer and Controller 
  Byron L. Welliver      (Principal Financial and Accounting
                         Officer)
                
  
  MICHAEL A. CAWLEY      Director                                 April 24, 1997
  ---------------------                                    
  Michael A. Cawley
  
  LAWRENCE J. CHAZEN     Director                                 April 24, 1997
  ---------------------                                    
  Lawrence J. Chazen
  
  TOMMY C. CRAIGHEAD     Director                                 April 24, 1997
  ---------------------                                    
  Tommy C. Craighead
  
  JAMES L. FISHEL        Director                                 April 24, 1997
  ---------------------                                    
  James L. Fishel
  
                         Director
  ---------------------                                    
  Marc E. Leland
  3
  5
                                 INDEX TO EXHIBITS
  Exhibit
             Number                       Exhibit
             ------                       -------
  4.1                 Noble Drilling Corporation 1991
                                   Stock Option and Restricted
                                   Stock Plan, as amended and
                                   restated effective as of
                                   January 30, 1997.
  
               5.1                 Opinion of Thompson & Knight, A
                                   Professional Corporation.
  
              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.
  
              24.1                 Power of Attorney (included on
                                   the signature page of this
                                   Registration Statement).
  4