content: <PAGE>   1
  
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998.
                                                             REGISTRATION NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         BAYARD DRILLING TECHNOLOGIES, INC.
               (Exact name of Registrant as specified in its charter)
  
            DELAWARE                                           73-1508021
    (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification Number)
  
        4005 NORTHWEST EXPRESSWAY, SUITE 550E, OKLAHOMA CITY, OKLAHOMA 73116
            (Address of principal executive offices, including zip code)
  
  BAYARD DRILLING TECHNOLOGIES, INC. 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION 
                                      PLAN
                              (Full title of the plan)
  
                                   JAMES E. BROWN
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         BAYARD DRILLING TECHNOLOGIES, INC.
                       4005 NORTHWEST EXPRESSWAY, SUITE 550E
                           OKLAHOMA CITY, OKLAHOMA 73116
                      (Name and address of agent for service)
  
                                   (405) 840-9550
           (Telephone number, including area code, of agent for service)
  
                                 --------------------
  
                                     COPIES TO:
                                 Geoffrey L. Newton
                               Baker & Botts, L.L.P.
                                  2001 Ross Avenue
                              Dallas, Texas 75201-2980
                                   (214) 953-6500
  
                                 --------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                    Proposed maximum        Proposed maximum
   Title of securities      Amount to be            offering price per      aggregate offering      Amount of
   to be registered         registered              share (1)               price (1)               registration fee
   <S>                      <C>                     <C>                     <C>                     <C>
   Common Stock, par
   value $0.01 per share    200,000                 $14.50                  $2,900,000.00           $855.50
  </TABLE>
  (1)      This estimate is made, pursuant to Rules 457(c) and (h) of the General
           Rules and Regulations under the Securities Act of 1933, solely for the
           purpose of calculating the amount of the registration fee.  The above
           calculation is based on the offering of 200,000 shares at a purchase
           price of $14.50 per share, which is the average of the high and low
           prices of the Common Stock as reported on the American Stock Exchange
           on April 7, 1998.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           Note: The document(s) containing the information concerning the Bayard
  Drilling Technologies, Inc. 1997 Non-Employee Directors' Stock Option Plan
  (the "Plan") required by Item 1 of Form S-8 and the statement of availability
  of registrant information, Plan information and other information required by
  Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428
  under the Securities Act of 1933, as amended ("Securities Act").  In accordance
  with Rule 428 and the requirements of Part I of Form S-8, such documents are
  not being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.  Bayard Drilling Technologies, Inc. (the
  "Company") shall maintain a file of such documents in accordance with the
  provisions of Rule 428.  Upon request, the Company shall furnish to the
  Commission or its staff a copy or copies of any or all of the documents
  included in such file.
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed by the Company with the
  Commission are incorporated herein by reference:
  
           (1)     The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1997; and
  
           (2)     The description of the capital stock of the Company contained
  in the Company's Registration Statement on Form S-1 (Registration No.
  333-43535).
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment to this
  Registration Statement that indicates that all securities offered hereby have
  been sold or that deregisters all securities then remaining unsold, shall be
  deemed to be incorporated in this Registration Statement by reference and to be
  a part hereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document incorporated by reference herein shall be
  deemed modified or superseded for purposes of this Registration Statement to
  the extent that a statement contained herein, in any subsequently filed
  supplement to this Registration Statement or any document that is also
  incorporated by reference herein modifies or supersedes such statement.  Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Set forth below is a description of certain provisions of the Restated
  Certificate of Incorporation of the Company (the "Certificate"), the Amended
  and Restated Bylaws of the Company (the "Bylaws"), Indemnification Agreements
  (the "Indemnification Agreements") the Company has entered into with its
  directors and certain of its officers (the "Indemnitees") and the Delaware
  General Corporation Law (the "DGCL").  This description is intended as a
  summary only
  
  
  
  
  
                                        II-1
  <PAGE>   4
  and is qualified in its entirety by reference to the Certificate, the Bylaws
  and the Indemnification Agreements, copies of which have been filed as exhibits
  to the Company's 10-K for the fiscal year ended December 31, 1997, and by
  reference to the DGCL.
  
  Delaware General Corporation Law
  
           Section 145(a) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise against
  expenses (including attorney's fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in 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 conduct was unlawful.
  
           Section 145(b) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection with the defense or settlement of such action or
  suit if he acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation and 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 and only to the extent that the Court of Chancery or the court in which
  such action or suit was brought shall determine upon application that, despite
  the adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
           Section 145(c) of the DGCL provides that to the extent that a
  director, officer, employee or agent of a corporation has been successful on
  the merits or otherwise in defense of any action, suit or proceeding referred
  to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
  or matter therein, he shall be indemnified against expenses (including
  attorneys' fees) actually and reasonably incurred by him in connection
  therewith.
  
           Section 145(d) of the DGCL provides that any indemnification under
  subsections (a) and (b) of Section 145 (unless ordered by a court) shall be
  made by the corporation only as authorized in the specific case upon a
  determination that indemnification of the director, officer, employee or agent
  is proper in the circumstances because he has met the applicable standard of
  conduct set forth in
  
  
  
  
  
                                        II-2
  <PAGE>   5
  subsections (a) and (b) of Section 145.  Such determination shall be made (1)
  by the board of directors by a majority vote of a quorum consisting of
  directors who were not parties to such action, suit or proceeding, or (2) if
  such a quorum is not obtainable, or, even if obtainable, if a quorum of
  disinterested directors so directs, by independent legal counsel in a written
  opinion, or (3) by the stockholders.
  
           Section 145(e) of the DGCL provides that expenses (including
  attorneys' fees) incurred by an officer or director in defending any civil,
  criminal, administrative or investigative action, suit or proceeding may be
  paid by the corporation in advance of the final disposition of such action,
  suit or proceeding upon receipt of an undertaking by or on behalf of such
  director or officer to repay such amount if it shall ultimately be determined
  that he is not entitled to be indemnified by the corporation as authorized in
  Section 145.  Such expenses (including attorneys' fees) incurred by other
  employees and agents may be so paid upon such terms and conditions, if any, as
  the board of directors deems appropriate.
  
           Section 145(f) of the DGCL provides that the indemnification and
  advancement of expenses provided by, or granted pursuant to, Section 145 shall
  not be deemed exclusive of any other rights to which those seeking
  indemnification or advancement of expenses may be entitled under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise.
  
           Section 145(g) of the DGCL provides that a corporation shall have the
  power to purchase and maintain insurance on behalf of any person who is or was
  a director, officer, employee or agent of the corporation, or is or was serving
  at the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against any liability asserted against him and incurred by him in any such
  capacity, or arising out of his capacity as such, whether or not the
  corporation would have the power to indemnify him against such liability under
  Section 145.
  
  The Certificate
  
           Article Thirteenth of the Certificate provides that a director of the
  Company shall not be personally liable to the Company or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability (1) for any breach of the director's duty of loyalty to the Company
  or its stockholders, (2) for acts or omissions not in good faith or which
  involve intentional misconduct or knowing violation of law, (3) under Section
  174 of the Delaware General Corporation Law, as the same exists or as such
  provision may hereafter be amended, supplemented or replaced, or (4) for any
  transaction from which the director derived an improper personal benefit.  Any
  repeal or amendment of this Article Thirteenth by the stockholders of the
  Company shall be prospective only, and shall not adversely affect any
  limitation on the personal liability of a director of the Company arising from
  an act or omission occurring prior to the time of such repeal or amendment.  In
  addition to the circumstances in which a director of the Company is not
  personally liable as set forth in the foregoing provisions of this Article
  Thirteenth, a director shall not be liable to the Company or its stockholders
  to such further extent as permitted by any law hereafter enacted,
  
  
  
  
  
                                        II-3
  <PAGE>   6
  including without limitation any subsequent amendment to the Delaware General
  Corporation Law.  Notwithstanding any other provisions of this Certificate or
  any provision of law that might otherwise permit a lesser or no vote, but in
  addition to any affirmative vote of the holders of any particular class or
  series of the capital stock of the Company required by law or by this
  Certificate, the affirmative vote of the holders of not less than 66 2/3% in
  voting power of the shares of the Company then entitled to be voted in an
  election of directors, voting together as a single class, shall be required to
  amend or repeal, or to adopt any provision inconsistent with, this Article
  Thirteenth.
  
           Article Twelfth of the Certificate provides that the Company shall
  indemnify any person who was, is, or is threatened to be made a party to a
  proceeding (as hereinafter defined) by reason of the fact that he or she (1) is
  or was a director or officer of the Company or (2) while a director or officer
  of the Company, is or was serving at the request of the Company as a director,
  officer, partner, venturer, proprietor, trustee, employee, agent, or similar
  functionary of another foreign or domestic corporation, limited liability
  company, association, partnership, joint venture, sole proprietorship, trust,
  employee benefit plan or other enterprise, entity or organization to the
  fullest extent permitted under the Delaware General Corporation Law, as the
  same exists or may hereafter be amended.  Such right shall be a contract right
  and as such shall run to the benefit of any director or officer who is elected
  and accepts the position of director or officer of the Company or elects to
  continue to serve as a director or officer of the Company while this Article
  Twelfth is in effect.  Any repeal or amendment of this Article Twelfth shall be
  prospective only and shall not limit the rights of any such director or officer
  or the obligations of the Company with respect to any claim arising from or
  related to the services of such director or officer in any of the foregoing
  capacities prior to any such repeal or amendment to this Article Twelfth.  Such
  right shall include the right to be paid by the Company expenses (including
  attorneys' fees) incurred in defending any such proceeding in advance of its
  final disposition to the maximum extent permitted under the Delaware General
  Corporation Law, as the same exists or may hereafter be amended.  If a claim
  for indemnification or advancement of expenses hereunder is not paid in full by
  the Company within 60 days after a written claim has been received by the
  Company, the claimant may at any time thereafter bring suit against the Company
  to recover the unpaid amount of the claim, and, if successful in whole or in
  part, the claimant shall also be entitled to be paid the expenses of
  prosecuting such claim.  It shall be a defense to any such action that such
  indemnification is not permitted under the Delaware General Company Law, but
  the burden of proving such defense shall be on the Company.  Neither the
  failure of the Company (including its board of directors or any committee
  thereof or independent legal counsel, or stockholders) to have made its
  determination prior to the commencement of such action that indemnification of
  the claimant is permissible in the circumstances nor an actual determination by
  the Company (including its board of directors or any committee thereof,
  independent legal counsel or stockholders) that such indemnification is not
  permissible shall be a defense to the action or create a presumption that such
  indemnification is not permissible.  In the event of the death of any person
  having a right of indemnification under the foregoing provisions, such right
  shall inure to the benefit of his or her heirs, executors, administrators and
  personal representatives.  The rights conferred above shall not be exclusive of
  any other right which any person may have or hereafter acquire under any
  statute, bylaw, resolution of stockholders or directors, agreement or
  otherwise.
  
  
  
  
  
                                        II-4
  <PAGE>   7
           The Company may additionally indemnify any employee or agent of the
  Company to the fullest extent permitted by law.
  
           As used herein, the term "proceeding" means any threatened, pending or
  completed action, suit, or proceeding, whether civil, criminal, administrative,
  arbitrative, or investigative, any appeal in such an action, suit or
  proceeding, and any inquiry or investigation that could lead to such an action,
  suit or proceeding.
  
  The Bylaws
  
           Article Eight of the Bylaws provides that each person who at any time
  shall serve or shall have served as a director, officer, employee or agent of
  the Company (including any predecessor of the Company), or any person who is or
  was serving at the written request of the Company (in accordance with written
  procedures adopted from time to time by the Board of Directors) as a director,
  officer, partner, venturer, proprietor, trustee, employee, agent or similar
  functionary of another foreign or domestic corporation, partnership, joint
  venture, sole proprietorship, trust, employee benefit plan or other enterprise,
  shall be entitled to (a) indemnification and (b) the advancement of expenses
  incurred by such person from the Company as, and to the fullest extent,
  permitted by Section 145 of the Delaware General Corporation Law or any
  successor statutory provision, as from time to time amended.  The foregoing
  right of indemnification and to the advancement of expenses shall not be deemed
  exclusive of any other rights to which those to be indemnified may be entitled
  as a matter of law or under any agreement, vote of stockholders or
  disinterested directors of the Company, or other arrangement.
  
           The Company may purchase and maintain insurance or another arrangement
  on behalf of any person who is or was a director, officer, employee or agent of
  the Company or who is or was serving at the written request of the Company as a
  director, officer, partner, venturer, proprietor, trustee, employee, agent or
  similar functionary of another foreign or domestic corporation, partnership,
  joint venture, sole proprietorship, trust, employee benefit plan or other
  enterprise against any liability asserted against and incurred by such person
  in such capacity or arising out of such person's status in such capacity,
  whether or not the Company would have the power to indemnify such person
  against that liability under this Article Eight or the Delaware General
  Corporation Law.
  
  Indemnification Agreements
  
           Under the terms of the Indemnification Agreements, the Company has
  generally agreed to indemnify, and advance expenses to, each Indemnitee to the
  fullest extent permitted by applicable law on the date of such agreements and
  to such greater extent as applicable law may thereafter permit.  In addition,
  the Indemnification Agreements contain specific provisions pursuant to which
  the Company has agreed to indemnify each Indemnitee (i) if such person is, by
  reason of his or her status as a director, nominee for director, officer, agent
  or fiduciary of the Company or of any other corporation, partnership, joint
  venture, trust, employee benefit plan or other enterprise with which such
  person was serving at the request of the Company (any such status being
  hereinafter referred
  
  
  
  
  
                                        II-5
  <PAGE>   8
  to as a "Corporate Status"), made or threatened to be made a party to any
  threatened, pending or completed action, suit, arbitration, alternative dispute
  resolution mechanism, investigation or other proceeding (each, a "Proceeding"),
  other than a Proceeding by or in the right of the Company, (ii) if such person
  is, by reason of his or her Corporate Status, made or threatened to be made a
  party to any Proceeding brought by or in the right of the Company to procure a
  judgment in its favor, except that no indemnification shall be made in respect
  of any claim, issue or matter in such Proceeding as to which such Indemnitee
  shall have been adjudged to be liable to the Company if applicable law
  prohibits such indemnification (unless and only to the extent that a court
  shall otherwise determine), (iii) against expenses actually and reasonably
  incurred by such person or on his or her behalf in connection with any
  Proceeding to which such Indemnitee was or is a party by reason of his or her
  Corporate Status and in which such Indemnitee is successful, on the merits or
  otherwise, (iv) against expenses actually and reasonably incurred by such
  person or on his or her behalf in connection with a Proceeding to the extent
  that such Indemnitee is, by reason of his or her Corporate Status, a witness or
  otherwise participates in any Proceeding at a time when such person is not a
  party in the Proceeding, and (v) against expenses actually and reasonably
  incurred by such person in any judicial adjudication of or any award in
  arbitration to enforce his or her rights under the Indemnification Agreements.
  
           Furthermore, under the terms of the Indemnification Agreements, the
  Company has agreed to pay all reasonable expenses incurred by or on behalf of
  an Indemnitee in connection with any Proceeding, whether brought by or in the
  right of the Company or otherwise, in advance of any determination with respect
  to entitlement to indemnification and within 15 days after the receipt by the
  Company of a written request from such Indemnitee for such payment.  In the
  Indemnification Agreements, each Indemnitee has agreed that he or she will
  reimburse and repay the Company for any expenses so advanced to the extent that
  it shall ultimately be determined that he or she is not entitled to be
  indemnified by the Company against such expenses.
  
           The Indemnification Agreements also include provisions that specify
  the procedures and presumptions which are to be employed to determine whether
  an Indemnitee is entitled to indemnification thereunder.  In some cases, the
  nature of the procedures specified in the Indemnification Agreements varies
  depending on whether there has occurred a "Change of Control" (as defined in
  the Indemnification Agreements) of the Company.
  
  Insurance
  
           The Company has obtained and intends to maintain in effect directors'
  and officers' liability insurance policies providing customary coverage for its
  directors and officers against losses resulting from wrongful acts committed by
  them in their capacities as directors and officers of the Company.
  
  ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  
  
  
                                        II-6
  <PAGE>   9
     ITEM 8.       EXHIBITS.
  
           4.1     Restated Certificate of Incorporation of the Company, as
                   amended (filed as Exhibit 3.1 to the Company's Registration
                   Statement on Form S-1 dated November 4, 1997 (Registration No.
                   333-34451), as amended (the "S-1"), and incorporated herein by
                   reference)
  
           4.2     Amended and Restated Bylaws of the Company, as adopted August
                   19, 1997 (filed as Exhibit 3.2 to the S-1 and incorporated
                   herein by reference)
  
           4.3     Specimen of certificate representing Common Stock, par value
                   $0.01 per share, of the Company (filed as Exhibit 4.1 to the
                   S-1 and incorporated herein by reference)
  
           5       Opinion of Baker & Botts, L.L.P.
  
           23.1    Consent of Coopers & Lybrand L.L.P.
  
           23.2    Consent of Grant Thornton LLP
  
           23.3    Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
           24      Power of Attorney (included on the execution page of this
                   Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Company hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     To include any prospectus required by Section 
                   10(a)(3) of the Securities Act;
  
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent post-effective amendment
                   thereof), which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   Registration Statement.  Notwithstanding the foregoing, any
                   increase or decrease in 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
  
  
  
  
  
                                        II-7
  <PAGE>   10
                   than a 20% change in the maximum aggregate offering price set
                   forth in the "Calculation of 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 this Registration Statement or any material change to such
                   information in this Registration Statement;
  
                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Company
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company'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 this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                        II-8
  <PAGE>   11
                                     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 this Registration Statement 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 Dallas, State of Texas,
  on this 9th day of  April, 1998.
  
                                          BAYARD DRILLING TECHNOLOGIES, INC.
  
  
  
                                          By:   /s/ James E. Brown
                                             ----------------------------------
                                             James E. Brown
                                             President and Chief Executive Officer
  
  
                                 POWER OF ATTORNEY
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
  and officers of Bayard Drilling Technologies, Inc., a Delaware corporation,
  which is filing a Registration Statement on Form S-8 with the Securities and
  Exchange Commission under the provisions of the Securities Act of 1933, hereby
  constitutes and appoints James E. Brown and David E. Grose, and each of them,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, and
  in any and all capacities, to sign and file any or all amendments to this
  Registration Statement on Form S-8, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange Commission,
  it being understood that said attorneys-in-fact and agents, and each of them,
  shall have 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, and that each of
  the undersigned hereby ratifies and confirms all that said attorneys-in-fact as
  agents or any of them, or their substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities indicated on April 9, 1998.
  
  
  SIGNATURE                                         TITLE
  
  
   /s/ James E. Brown                        Chairman of the Board, President and
  --------------------------                 Chief Executive Officer
  James E. Brown                                                    
  
  
  
  
  
                                        II-9
  <PAGE>   12
  
   /s/ David E. Grose                                     Vice President and
  ------------------------------                          Chief Financial Officer
  David E. Grose                                                                 
  
  
                                                          Director
  ------------------------------
  Carl B. Anderson, III
  
  
   /s/ Mark Liddell                                       Director
  ------------------------------
  Mark Liddell
  
  
   /s/ Merrill A. Miller, Jr.                             Director
  ------------------------------
  Merrill A. Miller, Jr.
  
  
   /s/ Sidney L. Tassin                                   Director
  ------------------------------
  Sidney L. Tassin
  
                                                          Director
  ------------------------------
  Lew O. Ward
  
  
  
  
  
                                       II-10
  <PAGE>   13
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
   NUMBER          DESCRIPTION
  --------         -----------
  <S>              <C>
  4.1              Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company's Registration Statement
                   on Form S-1 (Commission File No. 333-34451), as amended (the "S-1"), and incorporated herein by
                   reference)
  
  4.2              Amended and Restated Bylaws (filed as Exhibit 3.2 to the S-1 and incorporated herein by reference)
  
  4.3              Specimen of certificate representing Common Stock, par value $0.01 per share, of Bayard Drilling,
                   Technologies, Inc. (filed as Exhibit 4.1 to the S-1 and incorporated herein by reference)
  
  5                Opinion of Baker & Botts, L.L.P.
  
  23.1             Consent of Coopers & Lybrand L.L.P.
  
  23.2             Consent of Grant Thornton LLP
  
  23.3             Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
  24               Power of Attorney (included on the execution page of this Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 35078}]
metadata_filer: {"company-data": {"conformed-name": "BAYARD DRILLING TECHNOLOGIES INC", "cik": "0001044478", "assigned-sic": "3533", "irs-number": "731508021", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49747", "film-number": "98590559"}, "business-address": {"street1": "4005 NW EXPRESSWAY", "street2": "SUITE 5502", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73116", "phone": "4058409550"}, "mail-address": {"street1": "4005 NW EXPRESSWAY", "street2": "SUITE 5502", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73116"}}
text: 1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998.
                                                             REGISTRATION NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         BAYARD DRILLING TECHNOLOGIES, INC.
               (Exact name of Registrant as specified in its charter)
  
            DELAWARE                                           73-1508021
    (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification Number)
  
        4005 NORTHWEST EXPRESSWAY, SUITE 550E, OKLAHOMA CITY, OKLAHOMA 73116
            (Address of principal executive offices, including zip code)
  
  BAYARD DRILLING TECHNOLOGIES, INC. 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION 
                                      PLAN
                              (Full title of the plan)
  
                                   JAMES E. BROWN
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         BAYARD DRILLING TECHNOLOGIES, INC.
                       4005 NORTHWEST EXPRESSWAY, SUITE 550E
                           OKLAHOMA CITY, OKLAHOMA 73116
                      (Name and address of agent for service)
  
                                   (405) 840-9550
           (Telephone number, including area code, of agent for service)
  
                                 --------------------
  
                                     COPIES TO:
                                 Geoffrey L. Newton
                               Baker & Botts, L.L.P.
                                  2001 Ross Avenue
                              Dallas, Texas 75201-2980
                                   (214) 953-6500
  
                                 --------------------
  
                          CALCULATION OF REGISTRATION FEE
  Proposed maximum        Proposed maximum
   Title of securities      Amount to be            offering price per      aggregate offering      Amount of
   to be registered         registered              share (1)               price (1)               registration fee
  Common Stock, par
   value $0.01 per share    200,000                 $14.50                  $2,900,000.00           $855.50
  (1)      This estimate is made, pursuant to Rules 457(c) and (h) of the General
           Rules and Regulations under the Securities Act of 1933, solely for the
           purpose of calculating the amount of the registration fee.  The above
           calculation is based on the offering of 200,000 shares at a purchase
           price of $14.50 per share, which is the average of the high and low
           prices of the Common Stock as reported on the American Stock Exchange
           on April 7, 1998.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           Note: The document(s) containing the information concerning the Bayard
  Drilling Technologies, Inc. 1997 Non-Employee Directors' Stock Option Plan
  (the "Plan") required by Item 1 of Form S-8 and the statement of availability
  of registrant information, Plan information and other information required by
  Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428
  under the Securities Act of 1933, as amended ("Securities Act").  In accordance
  with Rule 428 and the requirements of Part I of Form S-8, such documents are
  not being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.  Bayard Drilling Technologies, Inc. (the
  "Company") shall maintain a file of such documents in accordance with the
  provisions of Rule 428.  Upon request, the Company shall furnish to the
  Commission or its staff a copy or copies of any or all of the documents
  included in such file.
  
                                        I-1
  3
                                      PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed by the Company with the
  Commission are incorporated herein by reference:
  
           (1)     The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1997; and
  
           (2)     The description of the capital stock of the Company contained
  in the Company's Registration Statement on Form S-1 (Registration No.
  333-43535).
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment to this
  Registration Statement that indicates that all securities offered hereby have
  been sold or that deregisters all securities then remaining unsold, shall be
  deemed to be incorporated in this Registration Statement by reference and to be
  a part hereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document incorporated by reference herein shall be
  deemed modified or superseded for purposes of this Registration Statement to
  the extent that a statement contained herein, in any subsequently filed
  supplement to this Registration Statement or any document that is also
  incorporated by reference herein modifies or supersedes such statement.  Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Set forth below is a description of certain provisions of the Restated
  Certificate of Incorporation of the Company (the "Certificate"), the Amended
  and Restated Bylaws of the Company (the "Bylaws"), Indemnification Agreements
  (the "Indemnification Agreements") the Company has entered into with its
  directors and certain of its officers (the "Indemnitees") and the Delaware
  General Corporation Law (the "DGCL").  This description is intended as a
  summary only
  
                                        II-1
  4
  and is qualified in its entirety by reference to the Certificate, the Bylaws
  and the Indemnification Agreements, copies of which have been filed as exhibits
  to the Company's 10-K for the fiscal year ended December 31, 1997, and by
  reference to the DGCL.
  
  Delaware General Corporation Law
  
           Section 145(a) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise against
  expenses (including attorney's fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in 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 conduct was unlawful.
  
           Section 145(b) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection with the defense or settlement of such action or
  suit if he acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation and 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 and only to the extent that the Court of Chancery or the court in which
  such action or suit was brought shall determine upon application that, despite
  the adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
           Section 145(c) of the DGCL provides that to the extent that a
  director, officer, employee or agent of a corporation has been successful on
  the merits or otherwise in defense of any action, suit or proceeding referred
  to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
  or matter therein, he shall be indemnified against expenses (including
  attorneys' fees) actually and reasonably incurred by him in connection
  therewith.
  
           Section 145(d) of the DGCL provides that any indemnification under
  subsections (a) and (b) of Section 145 (unless ordered by a court) shall be
  made by the corporation only as authorized in the specific case upon a
  determination that indemnification of the director, officer, employee or agent
  is proper in the circumstances because he has met the applicable standard of
  conduct set forth in
  
                                        II-2
  5
  subsections (a) and (b) of Section 145.  Such determination shall be made (1)
  by the board of directors by a majority vote of a quorum consisting of
  directors who were not parties to such action, suit or proceeding, or (2) if
  such a quorum is not obtainable, or, even if obtainable, if a quorum of
  disinterested directors so directs, by independent legal counsel in a written
  opinion, or (3) by the stockholders.
  
           Section 145(e) of the DGCL provides that expenses (including
  attorneys' fees) incurred by an officer or director in defending any civil,
  criminal, administrative or investigative action, suit or proceeding may be
  paid by the corporation in advance of the final disposition of such action,
  suit or proceeding upon receipt of an undertaking by or on behalf of such
  director or officer to repay such amount if it shall ultimately be determined
  that he is not entitled to be indemnified by the corporation as authorized in
  Section 145.  Such expenses (including attorneys' fees) incurred by other
  employees and agents may be so paid upon such terms and conditions, if any, as
  the board of directors deems appropriate.
  
           Section 145(f) of the DGCL provides that the indemnification and
  advancement of expenses provided by, or granted pursuant to, Section 145 shall
  not be deemed exclusive of any other rights to which those seeking
  indemnification or advancement of expenses may be entitled under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise.
  
           Section 145(g) of the DGCL provides that a corporation shall have the
  power to purchase and maintain insurance on behalf of any person who is or was
  a director, officer, employee or agent of the corporation, or is or was serving
  at the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against any liability asserted against him and incurred by him in any such
  capacity, or arising out of his capacity as such, whether or not the
  corporation would have the power to indemnify him against such liability under
  Section 145.
  
  The Certificate
  
           Article Thirteenth of the Certificate provides that a director of the
  Company shall not be personally liable to the Company or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability (1) for any breach of the director's duty of loyalty to the Company
  or its stockholders, (2) for acts or omissions not in good faith or which
  involve intentional misconduct or knowing violation of law, (3) under Section
  174 of the Delaware General Corporation Law, as the same exists or as such
  provision may hereafter be amended, supplemented or replaced, or (4) for any
  transaction from which the director derived an improper personal benefit.  Any
  repeal or amendment of this Article Thirteenth by the stockholders of the
  Company shall be prospective only, and shall not adversely affect any
  limitation on the personal liability of a director of the Company arising from
  an act or omission occurring prior to the time of such repeal or amendment.  In
  addition to the circumstances in which a director of the Company is not
  personally liable as set forth in the foregoing provisions of this Article
  Thirteenth, a director shall not be liable to the Company or its stockholders
  to such further extent as permitted by any law hereafter enacted,
  
                                        II-3
  6
  including without limitation any subsequent amendment to the Delaware General
  Corporation Law.  Notwithstanding any other provisions of this Certificate or
  any provision of law that might otherwise permit a lesser or no vote, but in
  addition to any affirmative vote of the holders of any particular class or
  series of the capital stock of the Company required by law or by this
  Certificate, the affirmative vote of the holders of not less than 66 2/3% in
  voting power of the shares of the Company then entitled to be voted in an
  election of directors, voting together as a single class, shall be required to
  amend or repeal, or to adopt any provision inconsistent with, this Article
  Thirteenth.
  
           Article Twelfth of the Certificate provides that the Company shall
  indemnify any person who was, is, or is threatened to be made a party to a
  proceeding (as hereinafter defined) by reason of the fact that he or she (1) is
  or was a director or officer of the Company or (2) while a director or officer
  of the Company, is or was serving at the request of the Company as a director,
  officer, partner, venturer, proprietor, trustee, employee, agent, or similar
  functionary of another foreign or domestic corporation, limited liability
  company, association, partnership, joint venture, sole proprietorship, trust,
  employee benefit plan or other enterprise, entity or organization to the
  fullest extent permitted under the Delaware General Corporation Law, as the
  same exists or may hereafter be amended.  Such right shall be a contract right
  and as such shall run to the benefit of any director or officer who is elected
  and accepts the position of director or officer of the Company or elects to
  continue to serve as a director or officer of the Company while this Article
  Twelfth is in effect.  Any repeal or amendment of this Article Twelfth shall be
  prospective only and shall not limit the rights of any such director or officer
  or the obligations of the Company with respect to any claim arising from or
  related to the services of such director or officer in any of the foregoing
  capacities prior to any such repeal or amendment to this Article Twelfth.  Such
  right shall include the right to be paid by the Company expenses (including
  attorneys' fees) incurred in defending any such proceeding in advance of its
  final disposition to the maximum extent permitted under the Delaware General
  Corporation Law, as the same exists or may hereafter be amended.  If a claim
  for indemnification or advancement of expenses hereunder is not paid in full by
  the Company within 60 days after a written claim has been received by the
  Company, the claimant may at any time thereafter bring suit against the Company
  to recover the unpaid amount of the claim, and, if successful in whole or in
  part, the claimant shall also be entitled to be paid the expenses of
  prosecuting such claim.  It shall be a defense to any such action that such
  indemnification is not permitted under the Delaware General Company Law, but
  the burden of proving such defense shall be on the Company.  Neither the
  failure of the Company (including its board of directors or any committee
  thereof or independent legal counsel, or stockholders) to have made its
  determination prior to the commencement of such action that indemnification of
  the claimant is permissible in the circumstances nor an actual determination by
  the Company (including its board of directors or any committee thereof,
  independent legal counsel or stockholders) that such indemnification is not
  permissible shall be a defense to the action or create a presumption that such
  indemnification is not permissible.  In the event of the death of any person
  having a right of indemnification under the foregoing provisions, such right
  shall inure to the benefit of his or her heirs, executors, administrators and
  personal representatives.  The rights conferred above shall not be exclusive of
  any other right which any person may have or hereafter acquire under any
  statute, bylaw, resolution of stockholders or directors, agreement or
  otherwise.
  
                                        II-4
  7
           The Company may additionally indemnify any employee or agent of the
  Company to the fullest extent permitted by law.
  
           As used herein, the term "proceeding" means any threatened, pending or
  completed action, suit, or proceeding, whether civil, criminal, administrative,
  arbitrative, or investigative, any appeal in such an action, suit or
  proceeding, and any inquiry or investigation that could lead to such an action,
  suit or proceeding.
  
  The Bylaws
  
           Article Eight of the Bylaws provides that each person who at any time
  shall serve or shall have served as a director, officer, employee or agent of
  the Company (including any predecessor of the Company), or any person who is or
  was serving at the written request of the Company (in accordance with written
  procedures adopted from time to time by the Board of Directors) as a director,
  officer, partner, venturer, proprietor, trustee, employee, agent or similar
  functionary of another foreign or domestic corporation, partnership, joint
  venture, sole proprietorship, trust, employee benefit plan or other enterprise,
  shall be entitled to (a) indemnification and (b) the advancement of expenses
  incurred by such person from the Company as, and to the fullest extent,
  permitted by Section 145 of the Delaware General Corporation Law or any
  successor statutory provision, as from time to time amended.  The foregoing
  right of indemnification and to the advancement of expenses shall not be deemed
  exclusive of any other rights to which those to be indemnified may be entitled
  as a matter of law or under any agreement, vote of stockholders or
  disinterested directors of the Company, or other arrangement.
  
           The Company may purchase and maintain insurance or another arrangement
  on behalf of any person who is or was a director, officer, employee or agent of
  the Company or who is or was serving at the written request of the Company as a
  director, officer, partner, venturer, proprietor, trustee, employee, agent or
  similar functionary of another foreign or domestic corporation, partnership,
  joint venture, sole proprietorship, trust, employee benefit plan or other
  enterprise against any liability asserted against and incurred by such person
  in such capacity or arising out of such person's status in such capacity,
  whether or not the Company would have the power to indemnify such person
  against that liability under this Article Eight or the Delaware General
  Corporation Law.
  
  Indemnification Agreements
  
           Under the terms of the Indemnification Agreements, the Company has
  generally agreed to indemnify, and advance expenses to, each Indemnitee to the
  fullest extent permitted by applicable law on the date of such agreements and
  to such greater extent as applicable law may thereafter permit.  In addition,
  the Indemnification Agreements contain specific provisions pursuant to which
  the Company has agreed to indemnify each Indemnitee (i) if such person is, by
  reason of his or her status as a director, nominee for director, officer, agent
  or fiduciary of the Company or of any other corporation, partnership, joint
  venture, trust, employee benefit plan or other enterprise with which such
  person was serving at the request of the Company (any such status being
  hereinafter referred
  
                                        II-5
  8
  to as a "Corporate Status"), made or threatened to be made a party to any
  threatened, pending or completed action, suit, arbitration, alternative dispute
  resolution mechanism, investigation or other proceeding (each, a "Proceeding"),
  other than a Proceeding by or in the right of the Company, (ii) if such person
  is, by reason of his or her Corporate Status, made or threatened to be made a
  party to any Proceeding brought by or in the right of the Company to procure a
  judgment in its favor, except that no indemnification shall be made in respect
  of any claim, issue or matter in such Proceeding as to which such Indemnitee
  shall have been adjudged to be liable to the Company if applicable law
  prohibits such indemnification (unless and only to the extent that a court
  shall otherwise determine), (iii) against expenses actually and reasonably
  incurred by such person or on his or her behalf in connection with any
  Proceeding to which such Indemnitee was or is a party by reason of his or her
  Corporate Status and in which such Indemnitee is successful, on the merits or
  otherwise, (iv) against expenses actually and reasonably incurred by such
  person or on his or her behalf in connection with a Proceeding to the extent
  that such Indemnitee is, by reason of his or her Corporate Status, a witness or
  otherwise participates in any Proceeding at a time when such person is not a
  party in the Proceeding, and (v) against expenses actually and reasonably
  incurred by such person in any judicial adjudication of or any award in
  arbitration to enforce his or her rights under the Indemnification Agreements.
  
           Furthermore, under the terms of the Indemnification Agreements, the
  Company has agreed to pay all reasonable expenses incurred by or on behalf of
  an Indemnitee in connection with any Proceeding, whether brought by or in the
  right of the Company or otherwise, in advance of any determination with respect
  to entitlement to indemnification and within 15 days after the receipt by the
  Company of a written request from such Indemnitee for such payment.  In the
  Indemnification Agreements, each Indemnitee has agreed that he or she will
  reimburse and repay the Company for any expenses so advanced to the extent that
  it shall ultimately be determined that he or she is not entitled to be
  indemnified by the Company against such expenses.
  
           The Indemnification Agreements also include provisions that specify
  the procedures and presumptions which are to be employed to determine whether
  an Indemnitee is entitled to indemnification thereunder.  In some cases, the
  nature of the procedures specified in the Indemnification Agreements varies
  depending on whether there has occurred a "Change of Control" (as defined in
  the Indemnification Agreements) of the Company.
  
  Insurance
  
           The Company has obtained and intends to maintain in effect directors'
  and officers' liability insurance policies providing customary coverage for its
  directors and officers against losses resulting from wrongful acts committed by
  them in their capacities as directors and officers of the Company.
  
  ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                        II-6
  9
     ITEM 8.       EXHIBITS.
  
           4.1     Restated Certificate of Incorporation of the Company, as
                   amended (filed as Exhibit 3.1 to the Company's Registration
                   Statement on Form S-1 dated November 4, 1997 (Registration No.
                   333-34451), as amended (the "S-1"), and incorporated herein by
                   reference)
  
           4.2     Amended and Restated Bylaws of the Company, as adopted August
                   19, 1997 (filed as Exhibit 3.2 to the S-1 and incorporated
                   herein by reference)
  
           4.3     Specimen of certificate representing Common Stock, par value
                   $0.01 per share, of the Company (filed as Exhibit 4.1 to the
                   S-1 and incorporated herein by reference)
  
           5       Opinion of Baker & Botts, L.L.P.
  
           23.1    Consent of Coopers & Lybrand L.L.P.
  
           23.2    Consent of Grant Thornton LLP
  
           23.3    Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
           24      Power of Attorney (included on the execution page of this
                   Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Company hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     To include any prospectus required by Section 
                   10(a)(3) of the Securities Act;
  
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent post-effective amendment
                   thereof), which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   Registration Statement.  Notwithstanding the foregoing, any
                   increase or decrease in 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
  
                                        II-7
  10
                   than a 20% change in the maximum aggregate offering price set
                   forth in the "Calculation of 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 this Registration Statement or any material change to such
                   information in this Registration Statement;
  
                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Company
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company'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 this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-8
  11
                                     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 this Registration Statement 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 Dallas, State of Texas,
  on this 9th day of  April, 1998.
  
                                          BAYARD DRILLING TECHNOLOGIES, INC.
  
                                          By:   /s/ James E. Brown
                                             ----------------------------------
                                             James E. Brown
                                             President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
  and officers of Bayard Drilling Technologies, Inc., a Delaware corporation,
  which is filing a Registration Statement on Form S-8 with the Securities and
  Exchange Commission under the provisions of the Securities Act of 1933, hereby
  constitutes and appoints James E. Brown and David E. Grose, and each of them,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, and
  in any and all capacities, to sign and file any or all amendments to this
  Registration Statement on Form S-8, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange Commission,
  it being understood that said attorneys-in-fact and agents, and each of them,
  shall have 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, and that each of
  the undersigned hereby ratifies and confirms all that said attorneys-in-fact as
  agents or any of them, or their substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities indicated on April 9, 1998.
  
  SIGNATURE                                         TITLE
  
   /s/ James E. Brown                        Chairman of the Board, President and
  --------------------------                 Chief Executive Officer
  James E. Brown                                                    
  
                                        II-9
  12
  
   /s/ David E. Grose                                     Vice President and
  ------------------------------                          Chief Financial Officer
  David E. Grose                                                                 
  
                                                          Director
  ------------------------------
  Carl B. Anderson, III
  
   /s/ Mark Liddell                                       Director
  ------------------------------
  Mark Liddell
  
   /s/ Merrill A. Miller, Jr.                             Director
  ------------------------------
  Merrill A. Miller, Jr.
  
   /s/ Sidney L. Tassin                                   Director
  ------------------------------
  Sidney L. Tassin
  
                                                          Director
  ------------------------------
  Lew O. Ward
  
                                       II-10
  13
                                   EXHIBIT INDEX
  EXHIBIT
   NUMBER          DESCRIPTION
  --------         -----------
  4.1              Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company's Registration Statement
                   on Form S-1 (Commission File No. 333-34451), as amended (the "S-1"), and incorporated herein by
                   reference)
  
  4.2              Amended and Restated Bylaws (filed as Exhibit 3.2 to the S-1 and incorporated herein by reference)
  
  4.3              Specimen of certificate representing Common Stock, par value $0.01 per share, of Bayard Drilling,
                   Technologies, Inc. (filed as Exhibit 4.1 to the S-1 and incorporated herein by reference)
  
  5                Opinion of Baker & Botts, L.L.P.
  
  23.1             Consent of Coopers & Lybrand L.L.P.
  
  23.2             Consent of Grant Thornton LLP
  
  23.3             Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
  24               Power of Attorney (included on the execution page of this Registration Statement)