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 STOCK OPTION AND STOCK AWARD 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            1,600,000                   $14.50                $23,200,000.00             $6,844.00
  ========================= ========================  ========================  ======================== ========================
  </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 1,600,000 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 Stock Option and Stock Award 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 and 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
  
  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)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 35000}]
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": "333-49745", "film-number": "98590555"}, "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 STOCK OPTION AND STOCK AWARD 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            1,600,000                   $14.50                $23,200,000.00             $6,844.00
  ========================= ========================  ========================  ======================== ========================
  (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 1,600,000 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 Stock Option and Stock Award 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 and 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)