PARKER DRILLING CO /DE/
10-K/A, 1999-02-26
DRILLING OIL & GAS WELLS
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<PAGE>
     <PAGE>
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 10549

                                   FORM 10-K/A-1
            (Mark One)
             [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended August 31, 1998
                                              ---------------
            [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

        For the transition period from                 to                 
                                       ---------------    ----------------
                          Commission file number 1-7573
                                                 ------
                             PARKER DRILLING COMPANY
              (Exact name of registrant as specified in its charter)

           Delaware                              73-0618660
- ------------------------------        ------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

      Parker Building, Eight East Third Street, Tulsa, Oklahoma   74103  
      -----------------------------------------------------------------
      (Address of principal executive offices)               (zip code)
                                                                       
      Registrant's telephone number, including area code (918) 585-8221
      -----------------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange on 
Common Stock, par value $.16 2/3                  which registered:
          per share                         New York Stock Exchange, Inc.
- --------------------------------            -----------------------------
      (Title of class)

             Securities registered pursuant to section 12(g) of the Act:
                                     N/A            
             ----------------------------------------------------------
                               (Title of class)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No   
                                           ---     ---
      Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

      As of December 31, 1998, 76,886,806 common shares were outstanding, and
the aggregate market value of the common shares (based upon the closing price
of these shares on the New York Stock Exchange) held by nonaffiliates was
$226.0 million.
                        Documents Incorporated by Reference

Part III, Items 10 through 13       Portions of the Company's definitive Proxy
                                    Statement in connection with its Annual
                                    Meeting to be held February 25, 1999.
- -------------------------------------------------------------------------------
Exhibit 99 is an Additional Exhibit - Annual Report on Form 11-K with respect 
to the Parker Drilling Company Stock Bonus Plan and is being filed as an 
exhibit to the Company's Form 10-K for fiscal year ended August 31, 1998
pursuant to Rule 15d-21(b) of the Securities Exchange Act of 1934.<PAGE>
<PAGE>



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                PARKER DRILLING COMPANY
                                                -----------------------
                                                      (Registrant)



Date:  February 26, 1999            By:         /s/ I. E. Hendrix
                                         -------------------------------------
                                                I. E. Hendrix
                                                Vice President and Treasurer
<PAGE>
<PAGE>


                               INDEX TO EXHIBITS



                  Exhibit 
                  Number                          Description
                  -------                         -----------


                    99                    Annual Report on Form 11-K





<PAGE>



<PAGE>
<PAGE>
Exhibit 99




                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 11-K

      (Mark One)

      [X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934


                  For the fiscal year ended August 31, 1998

                                      OR

      [  ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

      For the transition period from                 to 
                                     ---------------    ---------------

      Commission file number              1-7573
                             ------------------------------------------

A.    Full title of the plan and the address of the plan, if different from    
      that of the issuer named below:

                   PARKER DRILLING COMPANY STOCK BONUS PLAN

B.    Name of issuer of the securities held pursuant to the plan and the     
      address of its principal executive office:


                            PARKER DRILLING COMPANY
                            8 East Third Street
                            Tulsa, Oklahoma  74103


<PAGE>
<PAGE>













                            PARKER DRILLING COMPANY
                               STOCK BONUS PLAN
                                       
                   REPORTS ON AUDITS OF FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL SCHEDULES
                                       
                 For the Years Ended August 31, 1998 and 1997

<PAGE>
<PAGE>
<TABLE>
                            PARKER DRILLING COMPANY
                               STOCK BONUS PLAN
<CAPTION>
                                     INDEX

<S>                                                                   <C>
                                                                      Page
                                                                      ----

Report of Independent Accountants                                      2

Financial Statements:

  Statement of Net Assets Available for Benefits
   at August 31, 1998 and 1997                                         3

  Statement of Changes in Net Assets Available
   for Benefits for the Years Ended
   August 31, 1998 and 1997                                            4

  Notes to Financial Statements                                        5

<CAPTION>

                                                 Schedules
                                                 ---------
<S>                                              <C>                  <C>
Supplemental Schedules:

  Item 27a - Schedule of Assets Held for
   Investment Purposes at August 31, 1998        I                     14

  Item 27d - Schedule of Reportable Transactions
   for the Year Ended August 31, 1998            II                    15

  Item 27f - Schedule of Prohibited Transactions
   for the Year Ended August 31, 1998            III                   16



</TABLE>
                                       
<PAGE>
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS


To the Stock Bonus Plan Committee
Parker Drilling Company Stock Bonus Plan

In our opinion, the accompanying statement of net assets available for
benefits of the Parker Drilling Company Stock Bonus Plan and the related
statements of changes in net assets available for benefits present fairly, in
all material respects, the net assets available for benefits of the Parker
Drilling Company Stock Bonus Plan at August 31, 1998 and 1997, and the changes
in net assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles.  These financial statements are
the responsibility of the Plan Administrator.  Our responsibility is to
express an opinion on these financial statements based on our audits.  We
conducted our audits in accordance with generally accepted auditing standards. 
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules of the
Parker Drilling Company Stock Bonus Plan are presented for the purposes of
complying with the Department of Labor's Rules & Regulations for Reporting and
Disclosure under the Employee Retirement Act of 1974 and are not a required
part of the basic financial statements.  The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.




                                          By:  /s/ PricewaterhouseCoopers LLP
                                               PricewaterhouseCoopers LLP

December 9, 1998

<PAGE>
<PAGE>
<TABLE>

                            PARKER DRILLING COMPANY
                               STOCK BONUS PLAN
                                       
               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS  
<CAPTION>

                                    ASSETS
                                    ------ 
                                                          August 31,
                                                  ----------------------------
                                                      1998           1997 
                                                  ------------    ------------
<S>                                               <C>             <C>
Investments:
  Common stock of Parker Drilling Company at
    market value - 1,352,669 shares
    (cost $9,300,329) and 1,130,387 shares
    (cost $6,943,623) in 1997                     $  5,471,953    $ 14,913,697
  Other investments at market value (Note 2)        19,937,451      18,312,632
                                                  ------------    ------------
  Total investments                                 25,409,404      33,226,329
                                                  ------------    ------------

Receivables:
  Employer matching contribution                       120,439         106,120
  Employee salary reduction contribution               151,168         137,664
                                                  ------------    ------------ 


  Total receivables                                    271,607         243,784

Total assets                                        25,681,011      33,470,113
                                                  ------------    ------------

Net assets available for benefits                 $ 25,681,011    $ 33,470,113
                                                  ------------    ------------
                                                  ------------    ------------


  The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<PAGE>
<TABLE>
                              PARKER DRILLING COMPANY
                                 STOCK BONUS PLAN
                                         
             STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

<CAPTION>

                                                              For the         
                                                       Years Ended August 31, 
                                                 -------------------------------
                                                       1998              1997 
                                                 -------------      ------------
<S>                                               <C>               <C>
Contributions:
  Employer                                        $  1,181,819      $    803,203
  Employee salary reduction                          2,869,320         2,558,164
Rollover contribution                                  113,454         1,513,884
Interest and dividend income                         1,986,157           768,724
Net appreciation (depreciation) in the fair 
  value of investments                             (12,075,880)        9,416,953
Distributions                                       (1,863,972)       (1,557,502)
                                                  ------------      ------------

Net increase (decrease)                             (7,789,102)       13,503,426

Net assets available for benefits at beginning
  of year                                           33,470,113        19,966,687
                                                  ------------      ------------ 

Net assets available for benefits at end of year  $ 25,681,011      $ 33,470,113
                                                  ------------      ------------ 
                                                  ------------      ------------ 


The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<PAGE>
                              PARKER DRILLING COMPANY
                                 STOCK BONUS PLAN

                           NOTES TO FINANCIAL STATEMENTS

1.      DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        AND SUMMARY OF OPERATIONS

  On September 1, 1980, Parker Drilling Company (the "Company") adopted the
Parker Drilling Company Profit Sharing Plan.  Effective September 1, 1985,
the name of the plan was changed to the Parker Drilling Company Stock Bonus
Plan (the "Plan").

GENERAL - The Plan is a voluntary defined contribution plan for the benefit of
eligible employees of Parker Drilling Company and its participating affiliates
(the "Company").  The Plan is intended to constitute a qualified profit sharing
plan, and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The following description of the Plan provides
only general information.  Participants should refer to the Summary Plan
Description or the Plan document for a more complete description of the Plan's
provisions.

  The following are the Plan's current investment funds.  The Plan does not
require collateral to support the financial instruments within the funds.  All
of these funds are available for participant investment elections.

      COMPANY STOCK INVESTMENT OPTION - PARKER DRILLING COMPANY STOCK - 
Contributions are invested in the Parker Drilling Company Stock Fund. 
The Trustee will acquire these shares either from Parker Drilling
Company or other sources at the prevailing price on the New York Stock
Exchange or in the open market.  The number of shares acquired with
employee contributions will be determined by the average price plus
transaction cost of all shares acquired by the Trustee with participant
contributions made during that payroll period.

      GROWTH EQUITY INVESTMENT OPTION - TWENTIETH CENTURY GROWTH
INVESTORS - Growth Investors is an equity fund that seeks capital growth
over time by investing in common stocks considered by the fund
management to have better-than-average prospects for appreciation.

<PAGE>
<PAGE>

                            PARKER DRILLING COMPANY
                               STOCK BONUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

1.    DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
      AND SUMMARY OF OPERATIONS, Continued

      AGGRESSIVE EQUITY INVESTMENT OPTION - TWENTIETH CENTURY ULTRA
INVESTORS - Ultra Investors is an aggressive equity fund that seeks
capital growth over time by investing in common stocks considered by the
fund management to have a better-than-average prospect for appreciation. 
Its aggressive investment strategy tends to increase both its share
price volatility and its growth potential over time.

      STABLE VALUE INVESTMENT OPTION - BENHAM PRIME MONEY MARKET FUND -
Benham Prime Money Market Fund seeks the highest level of current income
consistent with preservation of capital.  It buys high quality U.S.
dollar-denominated money market instruments and other short-term
obligations of banks, governments and corporations.  It is designed to
protect investors from variations in principal value while providing
modest income.

      FIXED INCOME INVESTMENT OPTION - BENHAM GNMA INCOME FUND - Benham
GNMA Income Fund seeks to provide a high level of current income
consistent with safety of principal and investment liquidity by
investing primarily in mortgage-backed Ginnie Mae certificates.

      BALANCED INVESTMENT OPTION - MAS FUNDS MULTI-ASSET CLASS PORTFOLIO
- - MAS Funds Multi-Asset Class Portfolio seeks to achieve above average
total return by investing in diverse asset classes (domestic stocks and
bonds, international stocks and bonds, and high-yield bonds) relative to
the appropriate benchmarks and returns of similarly managed funds.

      S&P INDEX INVESTMENT OPTION - BARCLAYS EQUITY INDEX - Equity Index
seeks the long-term capital appreciation potential of large
capitalization blue chip stocks while minimizing risk through broad
diversification.  The fund invests in Barclays Global Investors' Equity
Index Fund E, a highly diversified portfolio of the stocks included in
the Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index).

      SCHWAB PERSONAL CHOICE RETIREMENT ACCOUNT INVESTMENT FUND -
Participants have the option to transfer funds into a Schwab Money
Market Account and to make investment decisions as to how they want
Schwab to invest these funds.  The participant must invest at least
$1,000 and cannot invest more than 50% of the aggregate fair market
value of their account on the trade date.  No withdrawals or loans are
funded by this account and fees and expenses for investments made by
Schwab are charged to the participant's account.
<PAGE>
<PAGE>

                            PARKER DRILLING COMPANY
                               STOCK BONUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

1.    DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
      AND SUMMARY OF OPERATIONS, Continued


      PARTICIPANT LOANS - Effective September 1, 1996, a loan feature
was added to the Plan which allows participants to borrow up to 50% of
their total vested account balance, subject to a minimum and maximum
borrowing limit of $1,000 and $50,000, respectively.  Loans to
participants are made over a maximum period of 60 months or for any
period not to exceed 120 months if the purpose of the loan is to acquire
the Participant's principal residence.  The interest rate is the prime
rate plus one percentage point.

ELIGIBILITY - All employees of Parker Drilling Company and subsidiaries
(the "Company"), other than employees covered by certain collective
bargaining agreements, leased employees and employees who are not
citizens of the United States (except for certain resident aliens), are
eligible to participate in the Plan following the completion of one year
of service with the Company.

ROLLOVER CONTRIBUTION - During 1997 and 1998, as a result of an
acquisition, rollover contributions qualifying under Code Section
401(a)(31) were made to the Plan.

BENEFITS - Unless a participant elects to defer payment of his or her
benefits until a later date, the participant will receive a lump sum
payment of his or her entire nonforfeitable interest in the Plan as soon
as administratively feasible in which the later of the following events
occurs:

(a)   The participant reaches normal retirement date, or

(b)   The participant terminates employment with the Company.

      Benefits related to participants who elected to withdraw from the
Plan prior to August 31, 1998, but received distributions subsequent to
year end totaled $266,169.

CONTRIBUTIONS - Salary reduction contributions and employer matching
contributions are accrued in the period the Company makes payroll
deductions from plan participants.

      Profit sharing contributions from the Company are accrued when
authorized by the Board of Directors.

      All contributions are subject to the provisions of the Internal
Revenue Code and are received in the month following the month in which
they were authorized.
<PAGE>
<PAGE>

                         PARKER DRILLING COMPANY
                            STOCK BONUS PLAN

                      NOTES TO FINANCIAL STATEMENTS

1.    DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
      AND SUMMARY OF OPERATIONS, Continued

EMPLOYER'S CONTRIBUTION - MATCHING - The Company currently matches
participant contributions dollar for dollar up to 3% of his/her eligible
earnings.  Matching contributions are credited to participant accounts
as of each valuation date and are invested in common stock of the
Company.  Valuation dates are as of the date contributions are received
by the Trustee.

EMPLOYER'S CONTRIBUTION - PROFIT SHARING CONTRIBUTIONS - The employer's
contributions to the Plan are discretionary and are determined annually
by the Board of Directors of the Company.  At August 31st of each year,
the employer's contributions are allocated to each active participant's
account based on the ratio of the participant's compensation for the
Plan year to the total of active participants' compensation for the Plan
year.

      The Board of Directors of the Company has not exercised its
discretion to make a profit sharing contribution for fiscal year 1998
and 1997.

PARTICIPANTS' SALARY REDUCTION CONTRIBUTIONS - Eligible participants are
not required to contribute to the Plan; however, they may elect to make
voluntary contributions not to exceed 15 percent of their eligible
earnings.  Such voluntary contributions may be withdrawn from the Plan
under hardship conditions approved by the Stock Bonus Plan Committee
(the "Committee").

PLAN ASSETS - All Plan assets are maintained in a trust administered by
Chase Manhattan Bank.  The trustee has authority to invest trust funds,
subject to the provisions of the trust agreement.

PLAN INCOME - Plan income or losses are allocated to all participants in
the ratio that each participant's account bears to the total of all
participant accounts.

      During 1998 and 1997, certain administrative costs and expenses of
the Plan were paid by Parker Drilling Company.  These costs totaled
$51,964 and $43,674 for the Plan years ended August 31, 1998 and 1997,
respectively.

VESTING - Participants are always 100% vested in the value of
contributions they have made to their accounts and the related income,
however, as of September 1, 1996, as a result of a plan amendment, all
participants in the Plan became 100% vested for employer matching and
profit sharing contributions and related income.
<PAGE>
<PAGE>

                         PARKER DRILLING COMPANY
                            STOCK BONUS PLAN

                      NOTES TO FINANCIAL STATEMENTS

1.    DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
      AND SUMMARY OF OPERATIONS, Continued


FORFEITURES AND TERMINATIONS - The portion of a participant's matching
and profit sharing account which is not vested will become a forfeiture
in the year the terminated participant receives payment of the vested
portion of their accounts.  If the participant did not receive a
distribution of the vested portion of his account, or if the participant
was not vested, the nonvested portion of the participant's account will
be forfeited after the participant has had a break of service of five
years.  The portion which was forfeited will be reinstated to the
participant's account if he resumes employment before a break in service
of five years and if he repays in one sum the amounts which were
distributed to the participant since he terminated employment.  If the
participant is re-employed after a break in service of five years, the
nonvested portion of the participant's account will not be reinstated
and he will not be able to repay to the Plan the prior distribution.

      The forfeitures relating to the employer's matching and profit
sharing portions not used to pay Plan expenses are allocated to the
remaining participants in the same manner as the employer's
contributions mentioned above.  For the years ended August 31, 1998 and
1997, the amount of Company-matched forfeitures allocated to the
remaining participants were $23,551 and $0, respectively.  The amount of
Company profit sharing forfeitures during fiscal 1998 was $11,752.

      Upon retirement, death or disability, participants become fully
vested in the value of their accounts.

AMENDMENT AND TERMINATION OF THE PLAN - The Plan can be amended or
terminated by the Company at any time.  In the event the employer elects
to terminate the Plan, participants will become 100% vested in the value
of their accounts.

DISTRIBUTIONS - Employees may elect to receive distributions from the
Plan in cash or Parker Drilling Company Stock with cash distributed for
fractional shares.

INVESTMENT VALUATION - Investments in mutual funds traded on a national
securities exchange are valued at the closing sales price on the last
business day of the period.  Parker Drilling Company stock has been
valued at the closing price on the last business day of the period
according to the national securities exchange on which it is traded.
<PAGE>
<PAGE>

                         PARKER DRILLING COMPANY
                            STOCK BONUS PLAN

                      NOTES TO FINANCIAL STATEMENTS

1.    DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
      AND SUMMARY OF OPERATIONS, Continued


INVESTMENT TRANSACTIONS - Purchases and sales of securities are reported
on a trade-date basis.  Gains or losses on sales of investments are
determined on the first-in, first-out basis.  Dividend income is
reported on the ex-dividend date.  Interest income is recorded as
earned.

      The Plan presents in the statement of changes in net assets
available for benefits the net appreciation (depreciation) in the fair
value of its investments, which consists of realized gains and losses
and the unrealized appreciation (depreciation) on investments.

ACCOUNTING ESTIMATES - The preparation of the Plan's financial
statements in conformity with generally accepted accounting principles
requires the Plan administrator to make significant estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the changes in net
assets available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the date
of the financial statements.  Actual results could differ from those
estimates.

<PAGE>
<PAGE>
                                        PARKER DRILLING COMPANY
                                           STOCK BONUS PLAN

                                     NOTES TO FINANCIAL STATEMENTS
2.    INVESTMENTS

      Plan investments are summarized as follows at August 31:

<TABLE>
<CAPTION>                                         1998                            1997          
                                     ------------------------------  -------------------------------
                                         Market                          Market
                                         Value             Cost          Value             Cost
                                     -------------    -------------  -------------     -------------
<S>                                  <C>              <C>            <C>                <C>           

Parker Drilling Company
 common stock                        $  5,471,953<1>  $  9,300,329   $ 14,913,697<1>    $  6,943,623
                                     ------------     ------------   ------------       ------------
Other investments
 Twentieth Century Growth Investors     4,469,923<1>     3,921,180      4,479,251<1>       3,433,179
 Twentieth Century Ultra Investors      2,868,730<1>     3,012,837      2,585,237<1>       2,209,954
 Benham Prime Money Market Fund         4,515,373<1>     4,515,373      4,146,457<1>       4,146,457
 Benham GNMA Income Fund                1,366,960        1,343,398      1,252,090          1,240,556
 MAS Funds Multi-Asset Class Portfolio  2,308,379<1>     2,426,609      2,365,404<1>       2,170,658
 Barclays Equity Index                  2,534,724<1>     2,064,534      2,170,361<1>       1,726,480
 Schwab Personal Choice Retirement
   Investment Fund                        891,198          891,198        678,760            678,760
 Participant loans                        982,164             -           635,072                -
                                     ------------     ------------   ------------       ------------
 Total other investments               19,937,451       18,175,129     18,312,632         15,606,044
                                     ------------     ------------   ------------       ------------
 Total investments                   $ 25,409,404     $ 27,475,458   $ 33,226,329       $ 22,549,667
                                     ------------     ------------   ------------       ------------
                                     ------------     ------------   ------------       ------------
</TABLE>
[FN]                                    
<1> Individual investment represents more than 5% of Plan equity
<PAGE>
<PAGE>                   PARKER DRILLING COMPANY
                            STOCK BONUS PLAN

                      NOTES TO FINANCIAL STATEMENTS
3.    TAX STATUS

      The Plan obtained its latest determination letter on October 29,
1996, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of the
Internal Revenue Code.  The Plan has been amended since receiving the
determination letter.  However, the plan administrator and the plan's
tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code.  Therefore, no provision for income taxes has been
included in the Plan's financial statements.

      The Plan is intended to be a qualified trust under Section 401(a)
of the Internal Revenue Code and exempt from federal income taxes under
the provisions of Section 501(a).  The Plan has a cash and deferred
arrangement intended to meet the requirements of Section 401(k). 
Amounts contributed by the Company or by Plan participants will not be
taxed to the participant until the participant receives a distribution
or withdraws from the Plan.

4.    SUBSEQUENT EVENT

      Effective September 1, 1998, the Plan has changed their year end
to December 31.  

     The market price of Parker Drilling Company common stock decreased
from $4.00 per share at August 31, 1998 to $3.44 per share at December
9, 1998.  

5.    FORM 5500 RECONCILIATION

Amounts reported in the accompanying financial statements are different
than the amounts reported in the Plan's August 31, 1998 Form 5500 due
to the DOL requirement to recognize accrued payables to participants as
a liability:
<TABLE>
<CAPTION>
                                         Financial           Form
                                         Statements          5500  
                                         ----------       ---------- 
     <S>                                 <C>              <C>
     Benefits payable as of
       August 31, 1998                   $      -         $  266,169

     Distributions to participants
       for the Year Ended
       August 31, 1998                   $1,863,972       $2,130,141

</TABLE>
<PAGE>
<PAGE>
                                                   PARKER DRILLING COMPANY
                                                       STOCK BONUS PLAN

                                                 NOTES TO FINANCIAL STATEMENTS
  6.    FUND ALLOCATION
<TABLE>
<CAPTION>
                                                         Participant Directed
                               --------------------------------------------------------------------
                                  Common                                     Benham
                                 Stock of      Twentieth     Twentieth        Prime        Benham
                                  Parker        Century       Century         Money         GNMA
                                 Drilling       Growth         Ultra          Market       Income 
                                  Company       Investors    Investors         Fund         Fund 
                               ------------   -----------   -----------   -----------   -----------
<S>                            <C>            <C>           <C>           <C>           <C>
Net assets available for
 benefits at August 31,
 1997                           $15,049,306   $ 4,506,774   $ 2,616,705   $ 4,160,174   $ 1,257,563    

Contributions:
  Employer                        1,181,819           -             -             -             -      
  Employee salary reduction         474,987       634,550       658,450       289,327       156,544 
Interest and dividend
  income                              2,636       702,838       584,497       210,414        83,803
Net appreciation
  (depreciation) in the
  fair value of investments     (11,101,393)     (227,000)     (458,210)          -          15,524 
Distributions to employees         (554,945)     (416,505)     (120,321)     (554,999)      (31,705) 
Interfund transfers                 559,242      (667,115)     (387,988)      421,460      (109,814) 
                                -----------   -----------   -----------   -----------   -----------   
Net assets available for
  benefits at August 31, 1998   $ 5,611,652   $ 4,533,542   $ 2,893,133   $ 4,526,376   $ 1,371,915 
                                -----------   -----------   -----------   -----------   -----------
                                -----------   -----------   -----------   -----------   -----------
</TABLE>

<PAGE>
<PAGE>
  6.    FUND ALLOCATION, Continued
                
                                                   PARKER DRILLING COMPANY
                                                       STOCK BONUS PLAN

                                                 NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                        Participant Directed
                               --------------------------------------------------------------------
                                                             Schwab
                                                            Personal
                                  MAS                        Choice
                                 Funds                     Retirement
                              Multi-Asset       Barclays     Account
                                 Class           Equity    Investment     Participant
                               Portfolio         Index        Fund           Loans         Total
                               ------------   -----------   ----------    -----------   -----------
<S>                            <C>           <C>            <C>          <C>           <C>
Net assets available for
 benefits at August 31,
 1997                           $ 2,377,755   $ 2,188,004   $ 678,760     $ 635,072     $ 33,470,113

Contributions:
  Employer                              -             -           -             -          1,181,819
  Employee salary reduction         316,859       452,057         -             -          2,982,774
Interest and dividend income        328,395           177         -          73,397        1,986,157
Net appreciation
  (depreciation) in the
  fair value of investments        (284,696)      199,539    (219,644)          -        (12,075,880)
Distributions to employees          (82,456)      (67,226)        -         (35,815)      (1,863,972)
Interfund transfers                (336,093)     (221,284)    432,082       309,510              -
                                -----------   -----------   ---------     ---------     ------------   
Net assets available for
  benefits at August 31, 1998   $ 2,319,764   $ 2,551,267   $ 891,198   $   982,164     $ 25,681,011
                                -----------   -----------   ---------     ---------     ------------
                                -----------   -----------   ---------     ---------     ------------
</TABLE>
<PAGE>
<PAGE>
                                                   PARKER DRILLING COMPANY
                                                       STOCK BONUS PLAN

                                                 NOTES TO FINANCIAL STATEMENTS

  6.    FUND ALLOCATION, CONTINUED
<TABLE>
<CAPTION>
                                                        Participant Directed
                               --------------------------------------------------------------------
                                  Common                                     Benham
                                 Stock of      Twentieth     Twentieth        Prime        Benham
                                  Parker        Century       Century         Money         GNMA
                                 Drilling       Growth         Ultra          Market       Income 
                                  Company       Investors    Investors         Fund         Fund 
                               ------------   -----------   ----------    -----------   -----------
<S>                             <C>           <C>            <C>           <C>           <C>
Net assets available for
 benefits at August 31, 
 1996                           $ 8,088,024    $3,239,006    $1,495,324    $2,879,239    $1,023,713

Contributions:
  Employer                        1,040,148           -             -             -             -           
  Employee salary reduction         541,789       706,204       800,198       450,169       318,963
Interest and dividend
  income                             24,503        65,055       101,072       178,450        83,579 
Net appreciation
  (depreciation) in the
  fair value of investments       7,002,400     1,147,917       488,173           -          29,487
Distributions to employees         (534,815)     (155,049)      (33,985)     (358,104)     (267,008)
Interfund transfers              (1,112,743)     (496,359)     (234,077)    1,010,420        68,829
                                -----------   -----------    ----------    ----------    ----------    
Net assets available for
  benefits at August 31, 1997   $15,049,306   $ 4,506,774    $2,616,705    $4,160,174    $1,257,563
                                -----------   -----------    ----------    ----------    ---------- 
                                -----------   -----------    ----------    ----------    ---------- 
</TABLE>
<PAGE>
<PAGE>

  6.    FUND ALLOCATION, CONTINUED
                                             PARKER DRILLING COMPANY
                                                STOCK BONUS PLAN

                                          NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                        Participant Directed
                               --------------------------------------------------------------------
                                                             Schwab
                                                            Personal
                                  MAS                        Choice
                                 Funds                     Retirement
                              Multi-Asset       Barclays     Account
                                 Class           Equity    Investment     Participant
                               Portfolio         Index        Fund           Loans         Total
                               ------------   -----------   ----------    -----------   -----------
<S>                             <C>           <C>           <C>           <C>            <C>
Net assets available for
 benefits at August 31,
 1996                           $ 1,876,424    $1,364,957    $    -        $     -       $19,966,687
Contributions:
  Employer                              -            -            -              -         1,040,148 
  Employee salary reduction         413,199      604,581          -              -         3,835,103  
Interest and dividend
  income                            236,405          226       46,892         32,542         768,724
Net appreciation
  (depreciation) in the
  fair value of investments         219,311      529,665          -               -        9,416,953      
Distributions to employees         (128,583)     (39,290)         -           (40,668)    (1,557,502) 
Interfund transfers                (239,001)    (272,135)     631,868         643,198            -
                                -----------   -----------   -----------   -----------    -----------   
Net assets available for
  benefits at August 31, 1997   $ 2,377,755   $2,188,004    $ 678,760     $   635,072    $33,470,113
                                -----------   -----------   -----------   -----------    -----------
                                -----------   -----------   -----------   -----------    -----------
</TABLE>
<PAGE>











                              SUPPLEMENTAL SCHEDULES



<PAGE>
<PAGE>
<TABLE>

                                                                          Schedule I
                                                                          ----------

                               PARKER DRILLING COMPANY
                                  STOCK BONUS PLAN
                                          

<CAPTION>
                         Item 27a - SCHEDULE OF ASSETS HELD
                              FOR INVESTMENT PURPOSES

                                  August 31, 1998


   Identity of Issue, Borrower    Interest     Number                      Current
    Lessor, or Similar Party        Rate      of Units         Cost         Value
- --------------------------------- --------   ----------    -----------  ------------
<S>                                  <C>     <C>           <C>           <C>     
Common stock of Parker
  Drilling Company                   -        1,352,669     $ 9,300,329   $5,471,953 
                                                            -----------   ----------

Other investments
  Twentieth Century Growth
    Investors                        -          176,677       3,921,180    4,469,923 
     
  Twentieth Century Ultra Investors  -          103,006       3,012,837    2,868,730
  Benham Prime Money Market Fund     -        4,515,373       4,515,373    4,515,373
  Benham GNMA Income Fund            -          127,873       1,343,398    1,366,960
  MAS Funds Multi-Asset Class 
    Portfolio                        -          200,206       2,426,609    2,308,379
  Barclays Equity Index              -          111,613       2,064,534    2,534,724
  Schwab Personal Choice Retirement
    Account Investment Fund          -          891,198         891,198      891,198
  Participant Loans                8.5%             -               -        982,164
                                                            -----------  -----------

  Total other investments                                    18,175,129   19,937,451

Total investments                                           $27,475,458  $25,409,404
                                                            -----------  -----------
                                                            -----------  -----------
</TABLE>

<PAGE>

<PAGE>
<TABLE>
                                                                                         Schedule II
                                                                                         -----------


                                                PARKER DRILLING COMPANY
                                                   STOCK BONUS PLAN
<CAPTION>
                                  Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS

                                        For the Year Ended August 31, 1998

                                                                                       Fair
                                                                                      Value
   Number                                                                           of Assets on   Net Gain
     of         Identity of     Description     Purchase      Selling     Cost of   Transaction    (Loss) on    
Transactions      Party          of Assets        Price        Price       Assets       Date          Sale
- ------------   -------------   --------------   ----------   ----------  ----------  -------------  ---------

    <S>         <C>             <C>             <C>          <C>         <C>
     76         Benham Group    Benham Prime
                                 Money Market
                                 Fund           $    -       $2,074,528  $      -      $2,074,528     $   -


     66         Benham Group    Benham Prime
                                 Money Market
                                 Fund            2,232,758          -     2,232,758     2,232,758         -

</TABLE>

<PAGE>
<PAGE>
<TABLE> 
                                                                     Schedule III
                                                                     ------------
                                            
                                 PARKER DRILLING COMPANY
                                    STOCK BONUS PLAN

<CAPTION>
                   Item 27f - SCHEDULE OF PROHIBITED TRANSACTIONS

                         For the Year Ended August 31, 1998


Identity of Party Involved    Description of the Issue             Amount
- --------------------------    ------------------------             ------

<S>                           <C>                                  <C>
Parker Drilling Company       Parker Drilling Company              $41,171
                              was in violation of the
                              DOL's regulation concern-
                              ing the timely remittance
                              of participant contributions
                              to the Plan.

                              Participants' accounts were          $ 8,025
                              credited with the amount of
                              investment income that could 
                              have been earned on the
                              investment had the deposit
                              been made on a timely basis.




</TABLE>
<PAGE>

<PAGE>


                                  SIGNATURES


      The Plan.  Pursuant to the requirements of the Securities Exchange Act 
      --------
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereto duly authorized.

                                    PARKER DRILLING COMPANY
                                    STOCK BONUS PLAN



DATE:  February 26, 1999             By   /s/ I. E. Hendrix
                                       --------------------------------------
                                       I. E. Hendrix
                                       Chairman of the Committee,
                                       Treasurer & Vice President of the Company
















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