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Parker Drilling Co/DE · DEF 14A · For 12/18/96

Filed On 11/8/96 · SEC File 1-07573 · Accession Number 950134-96-5865

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

11/08/96  Parker Drilling Co/DE             DEF 14A    12/18/96    1:24                                     Bowne of Dallas I..01/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Materials                            24    130K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Executive Compensation
1	1st Page
12	Executive Compensation
19	Certain Relationships and Related Transactions

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

PARKER DRILLING COMPANY
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Leslie D. Rosencutter
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/x/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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[PARKER DRILLING COMPANY LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT

DECEMBER 18, 1996
10:00 A.M., CENTRAL STANDARD TIME

PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103

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[PARKER DRILLING COMPANY LETTERHEAD]

Dear Stockholders:

On behalf of your board of directors and management, I cordially invite you
to attend the Annual Meeting of Stockholders of Parker Drilling Company to be
held on Wednesday, December 18, 1996, at 10:00 a.m., in the Parker Building,
Eight East Third Street, Tulsa, Oklahoma.

In the accompanying Notice of Annual Meeting and Proxy Statement you will
find detailed information about the annual meeting, including matters upon which
the shareholders will be asked to act. These items include the election of three
directors, the ratification of Coopers & Lybrand L.L.P. as independent
accountants and an amendment to the Company's Restated Certificate of
Incorporation to increase the number of shares of authorized common stock. You
are urged to read all of this information being provided. The board of directors
believes that the approval of each of these proposals is in the best interest of
the stockholders and the Company and unanimously recommends a vote for the
adoption of these proposals.

It is important that your shares be represented at the meeting whether or
not you plan to attend and regardless of the number of shares you own.
Therefore, please sign, date and mail promptly the enclosed proxy in the return
envelope.

Thank you for your continued support of Parker Drilling Company.

Sincerely,

/s/ ROBERT L. PARKER

ROBERT L. PARKER
Chairman

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PARKER DRILLING COMPANY
PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103

NOTICE OF ANNUAL MEETING

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Parker
Drilling Company, a Delaware corporation (the "Company"), will be held in the
Parker Building, Eight East Third Street, Tulsa, Oklahoma 74103, on Wednesday,
December 18, 1996, at 10:00 a.m. (CST) for the following purposes:

(1) To elect three directors (Class I) to serve a term of three years and
until their successors have been duly elected and qualified.

(2) To consider and vote upon a proposed amendment to the Company's
Restated Certificate of Incorporation for the purpose of increasing the
authorized number of shares of common stock from 70,000,000 to
120,000,000.

(3) To ratify the selection of Coopers & Lybrand L.L.P., 1400 Mid-Continent
Tower, Tulsa, Oklahoma, as independent accountants for the Company for
its fiscal year 1997.

(4) To transact such other business as may properly come before the meeting
or at any adjournment(s) thereof.

Please consult the accompanying proxy statement for further information
concerning the meeting, election of directors and other matters.

Only stockholders of record at the close of business on November 5, 1996,
are entitled to notice of and to vote at the meeting or at any adjournment(s)
thereof.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED FORM OF PROXY.

By Order of the Board of Directors,

/s/ LESLIE D. ROSENCUTTER

LESLIE D. ROSENCUTTER
Corporate Secretary

Tulsa, Oklahoma
November 8, 1996

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PARKER DRILLING COMPANY
PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
(PRINCIPAL EXECUTIVE OFFICES)

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 18, 1996

PROXY STATEMENT

GENERAL INFORMATION

Your proxy is solicited by the board of directors of Parker Drilling
Company (the "Company"), Parker Building, Eight East Third Street, Tulsa,
Oklahoma 74103, for use at the Annual Meeting of Stockholders to be held on
Wednesday, December 18, 1996 at 10:00 a.m. (CST) in the Parker Building, Eight
East Third Street, Tulsa, Oklahoma. The proxy statement and accompanying proxy
card are being mailed to stockholders on or about November 8, 1996, in order to
give all stockholders the opportunity to be present or represented at the
meeting. Only if a stockholder is represented by a proxy, or is present, can his
or her shares be voted.

VOTING

In order to conduct business at the annual meeting, a quorum consisting of
at least 32,669,488 shares of common stock represented either in person or by
proxy will be necessary.

Shares represented by proxies received by the board of directors will be
voted at the annual meeting as directed therein by the stockholders. If the
proxy card is signed and returned to the board of directors without direction,
the proxy will be voted for the election of the nominees named thereon as
directors, for the approval of the proposal to increase the number of shares of
authorized common stock and for the ratification of Coopers & Lybrand L.L.P. as
independent accountants for the Company. A proxy executed in the form enclosed
may be revoked by the person signing the same at any time before the authority
thereby granted is exercised by giving written notice to the Secretary of the
Company at Eight East Third Street, Tulsa, Oklahoma 74103, or by casting a vote
at the meeting.

A plurality of the votes cast is required for the election of the directors
and a majority of the votes cast is required for the ratification of the
selection of Coopers & Lybrand L.L.P. as independent accountants for the
Company. A majority of the outstanding stock entitled to vote thereon is
required for the approval of the proposal to amend the Restated Certificate of
Incorporation to increase the number of shares of authorized common stock.

Abstentions and broker non-votes will be considered to be represented at
the meeting but will not be deemed to be votes duly cast. As a result,
abstentions and broker non-votes will be included for the purpose of determining
whether a quorum is present but will not be included in the tabulation of the
voting results on either of the proposals being presented at this meeting.

The Company will pay the cost of soliciting proxies for the meeting. Copies
of solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to beneficial owners of stock held in their names. Proxies
may be solicited by directors, officers or regular employees of the Company in
person or by mail, courier, telephone or facsimile. The Company has retained
Kissell-Blake Inc., 110 Wall Street, New York, New York 10005, to assist in the
solicitation of proxies from brokers and nominees for a fee of approximately
$6,000 plus expenses.

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Only holders of the outstanding 65,338,975 shares of common stock, par
value $.16 2/3 per share, as of the record date, the close of business on
November 5, 1996, will be entitled to vote at the meeting. Each share of common
stock is entitled to one vote. The Company has no other voting securities
outstanding. The following table sets forth certain information with respect to
all persons known by the Company to be the beneficial owners of five percent or
more of any class of the Company's voting securities:

· Download Table

TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------- ---------------------------------- -------------------- --------

Common The Equitable Companies 7,228,800 shares(1) 11.00%
stock...... Incorporated
787 Seventh Avenue
New York, NY 10019

Common John Hancock Mutual 4,109,392 shares(2) 6.3%
stock...... Life Insurance Company
and its indirect wholly
owned subsidiaries
John Hancock Place
P.O. Box 111
Boston, MA 02117

Common Robert L. Parker 3,896,666 shares(3) 5.96%
stock...... Eight East Third Street
Tulsa, OK 74103

---------------

(1) Based on information obtained from The Equitable Companies Incorporated as
of September 30, 1996, 7,228,800 shares were beneficially owned by
subsidiaries of The Equitable Companies Incorporated. The Equitable Life
Assurance Society of the United States and Alliance Capital Management L.P.
beneficially owned 6,810,500 shares and 418,300 shares respectively, each
having sole voting and dispositive power.

(2) Based on information reported to the Company as of September 30, 1996,
4,109,392 shares were beneficially owned by John Hancock Mutual Life
Insurance Company's indirect, wholly owned subsidiaries, NM Capital
Management, Inc. ("NM") and John Hancock Advisers, Inc. ("Advisers"). NM has
sole power to vote 1,698,982 shares and sole dispositive power with respect
to 4,109,392 shares. Advisers has sole voting and dispositive power over
87,800 shares.

(3) This number of shares includes 3,796,045 shares held by the Robert L. Parker
Trust over which Mr. Parker has sole voting control and shared dispositive
power; 67,200 shares held by Mr. Parker's spouse as to which shares Mr.
Parker disclaims any beneficial ownership; and 33,421 shares over which Mr.
Parker has sole voting and dispositive power.

PROPOSAL ONE -- ELECTION OF DIRECTORS

The board is divided into three classes of directors. At each Annual
Meeting of Stockholders, members of one of the classes, on a rotating basis, are
elected for a term expiring at the third succeeding Annual Meeting of
Stockholders and the due election and qualification of their successors. The
Class II and Class III Directors will serve until the Annual Meeting of
Stockholders of 1997 and 1998, respectively, or until their successors are
elected.

The three directors comprising Class I have been nominated for election at
the meeting for the term expiring at the 1999 Annual Meeting of Stockholders and
the due election and qualification of their successors. The persons designated
by the board as nominees for election are David L. Fist, James W. Linn and R.
Rudolph Reinfrank. All three persons are currently directors and were previously
elected by the stockholders. All three nominees have advised the Company of
their willingness to serve if elected.

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In the event that any vacancy shall occur by reason of the death or other
unanticipated occurrence of the nominees for election as directors by the
stockholders, the persons named as proxies on the enclosed proxy card have
advised the board of directors that it is their intention to vote such proxy for
such substitute nominee as may be proposed by the board of directors or vote to
allow the vacancy created thereby to remain open until filled by the board. The
enclosed proxy card can be voted only for the persons who are nominees for
director, or for any substituted nominee that may be proposed by the board of
directors, and cannot be voted for any additional nominees who may be proposed
by a stockholder at the meeting.

The name, age and principal occupation of the nominees for election as
directors and each of the other directors whose term of office will continue
after the meeting are set forth below. Unless otherwise indicated, such persons
have held their respective principal occupations stated therein for more than
five years. Also included for each director is the year in which he first became
a director of the Company, his positions and offices with the Company, other
directorships and certain other biographical information.

NOMINEES FOR DIRECTOR -- FOR TERM OF OFFICE
EXPIRING AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS

· Enlarge/Download Table

David L. Fist Mr. Fist is a member of the law firm of Rosenstein, Fist &
Age 65 Ringold, Tulsa, Oklahoma, having been associated with the firm
since 1955. He serves as a director of Peoples State Bank and
Alliance Business Investment Company, a federally licensed small
business investment company.

Director since 1986 -- Class I

James W. Linn Mr. Linn is executive vice president and chief operating officer
Age 50 of the Company and has general charge of the Company's business
affairs and its officers. He joined the Company in 1973 in the
Company's international department. He then served in the
Company's domestic operations, being named northern U.S.
district manager in 1976. He was elected vice president of U.S.
and Canada operations in 1979, was promoted to senior vice
president in September 1981 and was elected to his present
position in December 1991.

Director since 1986 -- Class I

R. Rudolph Reinfrank Since May 1993, Mr. Reinfrank has been managing director of the
Age 41 Davis Companies, the holding company for the Marvin Davis
family. Mr. Reinfrank also serves as a managing general partner
of Davis Reinfrank Company. From January 1, 1988 through June
30, 1993, Mr. Reinfrank was executive vice president of Shamrock
Holdings, Inc. ("Shamrock"), the holding company for the Roy E.
Disney family. From January 1990 through December 1992, Mr.
Reinfrank also served as managing director of Trefoil Investors,
Inc. ("TII") and Shamrock Capital Advisors, Inc. ("SCA"), the
general partner and management services company respectively,
for Trefoil Capital Investors, L.P. Mr. Reinfrank is a director
of Weatherford Enterra, Inc., an international provider of
services and specialized equipment to the oil and gas industry.

Director since 1993 -- Class I

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· Enlarge/Download Table

CONTINUING DIRECTORS -- WITH TERMS OF OFFICE
EXPIRING AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS

Earnest F. Gloyna Dr. Gloyna is presently a chaired professor in Environmental
Age 75 Engineering at The University of Texas at Austin. He served as
dean, College of Engineering, from April 1970 to August 1987. He
is also a consultant in environmental engineering through
Earnest F. Gloyna Enterprises, and is president of Gloyna
Properties, Inc. Dr. Gloyna serves as a member of the board of
trustees of Southwest Research Institute, a nonprofit research
institute that does contract research work for government and
industry.

Director since 1978 -- Class II

CONTINUING DIRECTORS -- WITH TERMS OF OFFICE
EXPIRING AT THE 1998 ANNUAL MEETING OF STOCKHOLDERS

Robert L. Parker Mr. Parker, chairman of the board, served as president of the
Age 73 Company from 1954 until October 1977 when he was elected chief
executive officer. Since December 1969 he has retained the
position of chairman. He also serves on the board of directors
of MAPCO, Inc., a diversified energy company; Clayton Williams
Energy, Inc., a company engaged in exploration and production of
oil and natural gas; BOK Financial Corporation, a bank holding
company organized under the laws of the State of Oklahoma; and
Norwest Bank Texas, Kerrville, N.A., a diversified financial
services organization. He is the father of Robert L. Parker Jr.

Director since 1954 -- Class III

Robert L. Parker Mr. Parker Jr., president and chief executive officer, joined
Age 47 the Company in 1973 and was elected president and chief
operating officer in 1977 and chief executive officer in
December 1991. He previously was elected a vice president in
1973 and executive vice president in 1976. He currently serves
on the board of directors of Alaska Air Group, Inc., the holding
company for Alaska Airlines and Horizon Air Industries. He is
the son of Robert L. Parker.

Director since 1973 -- Class III

COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning beneficial ownership
of the Company's common stock as of November 5, 1996, by each director of the
Company, by each of the Company's Named Executive Officers (as defined under the
caption "Executive Compensation" on page 9) and by all directors and executive
officers as a group.

· Enlarge/Download Table

COMMON STOCK
BENEFICIALLY OWNED(1)
------------------------------
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
----------------------------------------------------------------- --------- ----------

James J. Davis................................................... 168,345(2) *
David L. Fist.................................................... 10,600(3) *
Earnest F. Gloyna................................................ 19,800(4) *
James W. Linn.................................................... 383,486(5) *
Thomas L.Wingerter............................................... 125,962(6) *
Robert L. Parker................................................. 3,896,666(7) 5.96%
Robert L. Parker Jr.............................................. 405,308(8) *
R. Rudolph Reinfrank............................................. 14,000(9) *
All directors and all executive officers as group (15 persons)... 5,521,877(10) 8.45%

---------------
* Less than one percent

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(1) Unless otherwise indicated, all shares are directly held with sole voting
and investment power. Additionally, there are no voting or investment
powers over shares which are represented by presently exercisable stock
options.

(2) Includes 30,150 unvested shares granted pursuant to the Company's 1991
Stock Grant Plan for which Mr. Davis has voting control only, options to
purchase 67,000 and 22,000 shares held by Mr. Davis' spouse in a trust over
which she is trustee.

(3) Includes options to purchase 10,000 shares.

(4) Includes 2,000 shares held in trust by Dr. Gloyna's spouse, as to which Dr.
Gloyna disclaims beneficial ownership and options to purchase 10,000
shares.

(5) Includes 56,280 unvested shares granted pursuant to the Company's 1991
Stock Grant Plan over which Mr. Linn has voting control only, options to
purchase 124,000 shares and 600 shares owned by Mr. Linn's son.

(6) Includes 30,150 unvested shares granted pursuant to the Company's 1991
Stock Grant Plan over which Mr. Wingerter has voting control only and
options to purchase 67,000 shares.

(7) Includes 67,200 shares owned by Mr. Parker's spouse, as to which shares Mr.
Parker disclaims any beneficial ownership and has no voting control. In
addition, includes 3,796,045 shares held by the Robert L. Parker Trust,
over which Mr. Parker has sole voting control and shared dispositive power.

(8) Includes 5,760 shares held as trustee for Mr. Parker Jr.'s nieces, as to
which he disclaims any beneficial ownership. Also includes 75,040 unvested
shares granted pursuant to the Company's 1991 Stock Grant Plan over which
Mr. Parker Jr. has voting control only and options to purchase 166,000
shares.

(9) Includes options to purchase 10,000 shares.

(10) This number of shares includes the total number of shares which may be
acquired pursuant to the exercise of options by the directors and executive
officers.

MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD

The full board of directors met six times during fiscal year 1996. The
committees of the board consist of an audit committee and a compensation
committee. The board does not have a nominating committee. All directors
attended each meeting of the board and committees on which they served.

The audit committee was comprised of Messrs. Gloyna and Fist. In fiscal
year 1996, the audit committee met once for the purpose of reviewing the
internal and external audit policies and procedures; reviewing and discussing
with the independent auditors the scope and results of their audit; reviewing
and discussing with the internal auditors the results of their examinations and
future plans and inquiring into financial, legal and other matters.

The compensation committee was comprised of Messrs. Fist and Reinfrank.
During fiscal year 1996, the compensation committee met two times for the
purpose of reviewing executive and overall employee compensation and management
recommendations for employee participation in the Company's equity compensation
plans.

The Company compensated all directors at a rate of $2,000 for board
meetings attended during fiscal year 1996 and awarded each of the directors $500
as a holiday bonus. In addition, committee members received $1,000 for each
meeting attended. Directors who are not full-time employees of the Company
receive an annual retainer of $7,000 per year. Compensation for employed
directors is included in the salary column of the Summary Compensation Table
herein. On January 2, 1996, each non-employee director was issued an option to
purchase 5,000 shares of common stock at a purchase price equal to the fair
market value per share of the common stock on such date.

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EXECUTIVE OFFICERS

Officers are elected each year by the board of directors following the
annual meeting for a term of one year and until the election and qualification
of their successors. The current executive officers of the Company and their
ages, positions with the Company and business experience are presented below:

(1) Robert L. Parker, 73, chairman, joined Parker Drilling Company in 1944
and was elected a vice president of the Company in 1950. He was elected
president in 1954 and chief executive officer in October 1977. Since
December 1991, he has retained the position of chairman.

(2) Robert L. Parker Jr., 47, president and chief executive officer, joined
the Company in 1973 as a contract representative and was named manager
of U.S. operations later in 1973. He was elected a vice president in
1973, executive vice president in 1976 and was named president and
chief operating officer in October 1977. In December 1991, he was
elected chief executive officer.

(3) James W. Linn, 50, executive vice president and chief operating
officer, joined Parker Drilling in 1973. He has general charge of the
Company's business affairs and its officers. Mr. Linn first served in
Parker Drilling's international division and in 1976 was named northern
U.S. district manager prior to being elected vice president of U.S. and
Canada operations in 1979. He was named a senior vice president in
September 1981 and was elected to his current position in December
1991.

(4) James J. Davis, 50, vice president of finance and chief financial
officer, joined Parker in November 1991, in the stated positions. From
1986 through 1991, Mr. Davis was vice president and treasurer of MAPCO,
Inc., a diversified energy company with interests in natural gas
liquids, marketing and transportation, oil refining and retail motor
fuel marketing. He serves as a member of the board of directors of
Dollar Rent A Car Finance Company.

(5) Randy L. Ellis, 44, was elected corporate controller in June 1991. He
joined Parker in 1979 as general accounting supervisor and was named
manager of general accounting in May 1983.

(6) I. E. Hendrix Jr., 52, vice president and treasurer, joined Parker
Drilling in 1976 as manager of the Company's treasury department and
was elected treasurer in 1978. Mr. Hendrix was elected vice president
of Parker Drilling Company in April 1983. He serves as a member of the
board of directors of American Performance Mutual Fund.

(7) Kenneth R. Hoit, 59, vice president, planning and accounting, joined
Parker Drilling Company in 1973. He served as financial analyst and
manager of budgets and analysis prior to being elected a vice president
in April 1983. In June 1991, Mr. Hoit was given additional management
responsibilities over corporate accounting and information systems
departments.

(8) Leslie D. Rosencutter, 41, was elected vice president, administration,
in December 1989, and has responsibility for the public relations and
human resources departments. In March 1996, she was elected Corporate
Secretary. She previously had been named assistant vice president,
administration in 1987. She joined Parker in 1974 as secretary to the
controller and later was secretary to the Robert L. Parker Trust. She
has served as executive secretary and administrative assistant to the
chairman prior to being elected an officer.

(9) T. Bruce Blackman, 45, was elected vice president, Asia Pacific region
in January 1996, and has responsibility for the international
operations of the Company in this area. He joined the Company in 1977
and has held management positions in Africa and Singapore and was
international accounting manager in Tulsa. In 1983, he became division
manager for the Indonesian operations. In 1989, he was promoted to
contract manager, Asia Pacific region.

(10) John R. Gass, 45, was elected vice president, frontier areas in
January 1996, and has responsibility for the international operations
of the Company in Russia, North Africa, China and other areas. He
joined the Company in 1977 and has served in various management
positions in the Company's international divisions. In 1985, he became
the division manager of Africa and the Middle East. In

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1987, he directed the Company's mining operations in South Africa. In
1989, he was promoted to international contract manager.

(11) Donald L. Goodson, 42, was elected vice president, Latin American
region in January 1996, and has responsibility for international
operations in this area. He joined the Company in 1976 and held
various accounting and finance positions prior to being named contract
manager for U.S. operations in 1981. In June 1989, Mr. Goodson was
named Indonesian division manager. In July 1993, he served as contract
manager for the Middle East, Africa and Colombia.

(12) Thomas L. Wingerter, 43, vice president, North America region, joined
Parker in 1979. In 1983 he was named contracts manager for the Rocky
Mountain division. He was promoted to Rocky Mountain division manager
in 1984, a position he held until September 1991 when he was elected a
vice president.

OTHER PARKER DRILLING COMPANY OFFICERS

(1) John R. Barrios, 57, vice president, Drilling Engineering Services, was
elected an officer in September 1992, after serving as an outside
consultant for the Company for three years. From 1970 through 1992, Mr.
Barrios served as chairman, chief executive officer and an engineer for
Falcon Engineering Company.

(2) Phillip M. Burch, 45, was elected assistant treasurer in April 1983. He
joined Parker in 1981 as a treasury analyst and currently is
responsible for domestic and international cash management and
corporate investments. In July 1992, he assumed additional
responsibilities for risk management.

(3) T. Shelby Frink, 59, serves as vice president, international business
development, having joined the Company in 1956. He has served in
various operating and management positions in the Company's
international divisions. He became Western Hemisphere operations
manager in 1975 and was named Eastern Hemisphere operations manager in
1978. In September 1981, he was elected vice president, drilling
operations, and became vice president, Eastern Hemisphere operations in
July 1986. He assumed his present position in February 1993.

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EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation for
services rendered in all capacities to the Company by the chief executive
officer and the four next most highly compensated executive officers of the
Company (collectively, the "Named Executive Officers") for each of the three
fiscal years ended August 31, 1996, 1995 and 1994.

SUMMARY COMPENSATION TABLE

· Enlarge/Download Table

LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -----------------------------
------------------------------------------------ SECURITIES
OTHER RESTRICTED UNDERLYING
NAME AND ANNUAL STOCK OPTIONS/
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) COMPENSATION($)(2) AWARD(S)($)(3) SARS(#)
---------------------------- ---- ------------ -------- ------------------ -------------- ----------

Robert L. Parker Jr. 1996 $476,583 $80,000 -- $328,300 166,000
President and Chief 1995 $476,500 $80,000 -- $490,000 --
Executive Officer 1994 $474,500 $80,000 -- -- --

Robert L. Parker 1996 $447,417 -- $ 81,660 -- --
Chairman 1995 $476,500 -- $ 94,111 -- --
1994 $474,500 -- -- -- --

James W. Linn 1996 $269,417 $50,000 -- $246,225 124,000
Executive Vice President 1995 $263,500 $45,000 -- $367,500 --
and Chief Operating 1994 $256,500 $45,000 -- -- --
Officer

James J. Davis 1996 $189,833 $40,000 -- $131,906 67,000
Vice President-Finance 1995 $184,000 $40,000 -- $196,875 --
and Chief Financial 1994 $180,000 $40,000 -- -- --
Officer

Thomas L. Wingerter 1996 $120,717 $25,000 -- $131,906 67,000
Vice President-North 1995 $114,467 $25,000 -- $196,875 --
American Region 1994 $104,467 $25,000 -- -- --

NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
---------------------------- ---------------

Robert L. Parker Jr. $ 12,283(4)(9)
President and Chief $ 8,582
Executive Officer $ 17,815

Robert L. Parker $ 382,249(5)(9)
Chairman $ 440,761
$ 26,417

James W. Linn $ 9,974(6)(9)
Executive Vice President $ 8,845
and Chief Operating $ 13,659
Officer

James J. Davis $ 9,544(7)(9)
Vice President-Finance $ 8,305
and Chief Financial $ 6,639
Officer

Thomas L. Wingerter $ 8,110(8)(9)
Vice President-North $ 5,361
American Region $ 3,968

---------------

(1) For each of the employed directors, includes director's fees of $12,500,
$14,500 and $12,500 for fiscal years 1996, 1995 and 1994, respectively.

(2) No compensation was received by the Named Executive Officers which
requires disclosure in this column except for Mr. Parker whose Other
Annual Compensation in 1996 includes $30,740 for tax preparation and
$41,044 for salaries to employees who work jointly for the Company and
the Robert L. Parker Trust.

(3) These shares were granted January 11, 1995 under the Company's 1991 Stock
Grant Plan with a vesting schedule of 33% on January 5, 1996; 33% on
January 3, 1997; and 34% on January 5, 1998. The Company is required to
use the closing price of its common stock on the date of grant (i.e.
$4.375 on January 11, 1995) in calculating the value of the stock
reported in this column. As of August 31, 1996, Messrs. Parker Jr., Linn,
Davis and Wingerter held 75,040, 56,280, 30,150 and 30,150 unvested
shares respectively, with the market value thereof on August 31, 1996,
being $525,280, $393,960, $211,050 and $211,050, respectively. Dividends
are paid on these shares if and to the extent dividends are paid on the
Company's outstanding common stock.

(4)(9) Mr. Parker Jr.'s All Other Compensation for 1996 is comprised of Company
matching contributions to its 401(k) plan of $4,500, $494 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $7,289 representing the present
value of the benefit of the non-term portion of that premium.

(5)(9) Mr. Parker's All Other Compensation for 1996 is comprised of Company
matching contributions to its 401(k) plan of $4,500, $4,780 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy. Also included in this column is
$36,270 representing the full dollar value of the term portion of a
Company-paid premium for an additional

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split dollar life insurance policy and $336,699 representing the present
value of the non-term portion of that premium. See caption "Certain
Relationships and Related Transactions" on page 14.

(6)(9) Mr. Linn's All Other Compensation for 1996 is comprised of Company
matching contributions to its 401(k) plan of $4,500, $364 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $5,110 representing the present
value of the benefit of the non-term portion of that premium.

(7)(9) Mr. Davis' All Other Compensation for 1996 is comprised of Company
matching contributions to its 401(k) plan of $4,500, $294 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $4,750 representing the present
value of the benefit of the non-term portion of that premium.

(8)(9) Mr. Wingerter's All Other Compensation is comprised of Company matching
contributions to its 401(k) plan of $4,500, $216 representing the full
dollar value of the term portion of a Company paid premium for a split
dollar life insurance policy and $3,394 representing the present value of
the benefit of the non-term portion of that premium.

(9) The present value of the benefit of the non-term portion of the split
dollar life insurance policies was determined by calculating the present
value of interest at risk on future premiums to be paid by the Company,
assuming an interest crediting rate of 8% plus the present value of past
premiums paid by the Company, assuming an interest crediting rate of 8%.
The present value of the benefit of the non-term portion of an additional
split dollar life insurance policy for Robert L. Parker was determined by
multiplying the following factors: the non-term portion of the premium,
an assumed interest crediting rate of 8 percent, 11 years (which is the
number of years at which point the cash surrender value exceeds the total
of premiums paid by the Company) and 8 percent (net present value).

AGGREGATED OPTION/SAR EXERCISES IN 1996
AND YEAR-END 1996 OPTION/SAR VALUES

The following table provides information on the Named Executive Officers'
unexercised options at August 31, 1996. All options were granted under the 1994
Executive Stock Option Plan and all were exercisable at August 31, 1996. None of
the Named Executive Officers exercised any options during 1996 and no stock
appreciation rights have been granted since the inception of the 1994 Executive
Stock Option Plan.

· Enlarge/Download Table

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
AUGUST 31, 1996(#) AT AUGUST 31, 1996($)(1)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------- ----------- ------------- ----------- -------------

Robert L. Parker Jr...................... 166,000 0 $ 415,000 0
Robert L. Parker......................... 0 0 0 0
James W. Linn............................ 124,000 0 $ 310,000 0
James J. Davis........................... 67,000 0 $ 167,500 0
Thomas L. Wingerter...................... 67,000 0 $ 167,500 0

---------------
(1) The value per option is calculated by subtracting the exercise price of
$4.50 from the $7.00 closing price of the Company's common stock on the New
York Stock Exchange on August 31, 1996.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

During fiscal year 1996 the compensation committee of the board of
directors was comprised of two outside directors, Mr. David Fist and Mr. R.
Rudolph Reinfrank. The committee met two times during the year to establish,
review and recommend the compensation policies and programs for officers and key
employees.

COMPENSATION GUIDELINES

The committee has established guidelines to attract, motivate and retain a
talented executive team, whose performance is essential to the long-term
maximization of the value of the stockholders' investments. In pursuit of this
objective, the committee has set forth the following guidelines:

(1) Attract and retain talented executive officers and key employees who
have the ability to manage the Company in a manner that results in
maximization of shareholder value and long-term growth. In this regard,
the committee recommends base compensation that is comparable to those
of peer companies with similar performance records.

(2) Provide cash compensation commensurate to the executive officer's or
key employee's individual contributions, level of responsibility and
results in improving stockholder value.

(3) Reward executive officers and key employees for exceptional performance
with regard to the business performance of the Company.

(4) Provide stock grants and/or stock options to motivate executive
officers and other key employees toward effective management of the
Company's operations that produces long-term profitability.

The committee first reviewed the compensation tables of two peer companies:
Nabors Industries, Inc. and Helmerich & Payne, Inc. These two companies were
chosen because they have land drilling operations most similar to the Company
with respect to equipment, areas of operation and customer base. The committee
compared the Company's cumulative stockholder returns to those of the two peer
companies, as well as to the indices on the Company's performance graph. The
compensation committee then reviewed the total cash compensation of executive
officers and other key employees individually, and as a group, in regard to the
Company's financial performance and compared this information to the total cash
and stock-based compensation of the executive officers and key personnel of the
two peer companies. In addition, each executive officer's and key employee's
performance was reviewed by his or her immediate supervisor which was the basis
of management's recommendations as to compensation adjustments considered by the
committee. No specific formulas were used in determining executive officers' and
key employees' compensation and some subjectivity was involved in the
evaluation.

The committee next addressed the issue of compensation for 1996, including
that of the three new vice presidents heading the newly restructured
international operations as a result of the retirement of Ronnie R. McKenzie.
The committee concurred with the recommendation of senior management concerning
the salary for these new vice presidents and that the remaining officers and key
employees receive increases in salary not to exceed 5% based upon the
recommendation of management and that bonuses would be equal to the previous
year.

In evaluating the equity participation of the executive officers and the
key employees to their counterparts at the peer companies which had similar
financial performance, the committee reviewed the individual contributions of
said executive officers and key employees to the business under the above
guidelines. After completing this evaluation process and taking into account the
grants and options awarded recently, the committee concurred with management to
make only one grant to a key employee for fiscal 1996 of 18,000 shares.

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CHIEF EXECUTIVE OFFICER

Robert L. Parker Jr. serves as the chief executive officer of the Company.
The committee reviewed Mr. Parker's base salary, bonuses and participation in
the 1991 Stock Grant Plan for fiscal years 1993, 1994 and 1995 and compared
those remuneration figures with the total annual cash compensation figures for
the chief executive officers of two peer companies. Mr. Parker's compensation
was more than one of the chief executive officers in the peer group and was
substantially less than the other chief executive officer in the peer group. In
addition, the committee reviewed the financial performance and cumulative total
return to stockholders of the two peer companies and compared those results to
the financial performance and cumulative total return to stockholders of the
Company. Through this analysis, the committee determined that the Company
performed most similarly to the performance of the company whose chief executive
officer's compensation package was more comparable to that of Mr. Parker's.
Additionally, the Committee discussed Mr. Parker's personal performance over the
past 12 months including new business developments and strategic planning, as
well as his continued excellent reputation and contacts in the drilling
industry. Based on its evaluation of these factors, the committee recommended
that Mr. Parker's equity participation based on recent grants did not require
further adjustment at this time.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Internal Revenue Code imposes, for 1995 and future
years, a limitation on the deductibility of certain executive officer
compensation in excess of $1,000,000 subject to certain performance-related
exceptions. The compensation committee has not yet adopted a formal policy with
respect to qualifying compensation paid to its executive officers for an
exemption from the limitation on deductibility imposed by Section 162(m) of the
Internal Revenue Code. The committee anticipates that all compensation paid to
its executive officers during 1995 will qualify for deductibility because no
executive's compensation is expected to exceed the dollar limitations of such
provision. The Committee further noted that the stockholders' approval of the
1994 Executive Stock Option Plan would allow all stock options and SAR's awarded
under the Plan to be deductible.

THE COMPENSATION COMMITTEE

Mr. David L. Fist, Chairman
Mr. R. Rudolph Reinfrank

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PERFORMANCE GRAPH

The following performance graph compares cumulative total stockholder
returns on the Company's common stock compared to the Standard and Poor's
Mid-Cap 400 Index and a Peer Group Index consisting of Helmerich & Payne, Inc.
and Pool Energy Services calculated at the end of each fiscal year, August 31,
1992 through August 31, 1996. The Standard and Poor's Mid-Cap 400 Index was used
in lieu of the Standard & Poor 500 because the Company is a member of the S & P
Mid-Cap 400 and the Peer Group Index was used in lieu of the Standard & Poor Oil
& Gas Index because the latter index is no longer being published and because
the peer companies have similar operations and size to the Company. The graph
assumes $100 was invested on August 31, 1991 in the Company's common stock and
in each of the referenced indices and assumes reinvestment of dividends.

· Download Table

Measurement Period Parker Drill- S&P Midcap
(Fiscal Year Covered) ing 400 Peer Group*

1991 100 100 100
1992 80 108 100
1993 95 132 141
1994 72 135 106
1995 74 160 116
1996 92 176 153

SEVERANCE COMPENSATION AND CONSULTING AGREEMENTS

During fiscal 1996, the Company retained outside counsel to review the
severance agreements executed by the executive officers and key employees and to
advise the Company with regard thereto. After conducting such review, outside
counsel advised the Company that the change of control definition was subject to
varying interpretations and should be amended in accord with industry practice.
As a result of these recommendations, the Company requested that the signees of
the existing severance agreements execute a waiver of any potential benefits
under said existing severance agreements in consideration for the execution of a
revised severance agreement.

Each officer named in the Summary Compensation Table and nine additional
officers of the Company entered into revised Severance Compensation and
Consulting Agreements (the "Agreements") with the Company on or about September
30, 1996. Each Agreement has a six year term but is automatically extended on a
year to year basis thereafter unless terminated or unless a change in control
occurs, in which case the Agreements will remain in effect until no more
benefits are payable thereunder.

A change in control (as defined in the Agreements) shall be deemed to have
occurred if (a) any Person, as such term is defined in Section 13(d)(3) or
14(d)(7) of the Securities Exchange Act of 1934 (the "34 Act") becomes the
beneficial owner (as defined in Rule 13d-3 of the '34 Act) of 20% or more of
either (i) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then oustanding securities of the Company

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entitled to vote generally in the election of directors (the "Company Voting
Securities"), in either case, unless the board in office immediately prior to
such acquisition determines in writing within five business days of the receipt
of actual notice of such acquisition that the circumstances do not warrant the
implementation of the provisions of the Agreements, or (b) individuals who, as
of the beginning of any 24 month period, constitute the board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the board,
providing that any individual becoming a director subsequent to the beginning of
such period whose election or nomination for election by the Company's
stockholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding for this purpose any such
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the '34 Act); or (c) consummation by the Company of a reorganization,
merger or consolidation (a "Business Combination"), in each case, with respect
to which all, or substantially all, of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such Business Combination, beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination in substantially the same proportion as their ownership immediately
prior to such Business Combination of the Outstanding Company Common Stock and
Company Voting Securities, as the case may be; or (d) (i) consummation of a
complete liquidation or dissolution of the Company or (ii) sale or other
disposition of all or substantially all of the assets of the Company other than
to a corporation with respect to which, following such sale or disposition, more
than 50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors is then owned beneficially, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock and
Company Voting Securities, as the case may be, immediately prior to such sale or
disposition. Notwithstanding any other provision of the Agreements, no change of
control shall be deemed to have occurred for purposes of the Agreements after
the date of the initial change of control pursuant to these provisions.

After a change in control, if an officer is terminated other than for cause
or resigns for good reason, the Agreements provide for a lump sum payment of
three times the annual cash compensation, a one year consulting agreement at the
officer's annual cash compensation and extended life and health benefits for
four years.

Cause is defined in each of the Agreements to include the officer's willful
and continued failure substantially to perform his duties with the Company after
a written demand for substantial performance is delivered to the officer by the
Company's board of directors which specifically identifies the manner in which
such board of directors believes that the officer has not substantially
performed his duties or the officer's willful engagement in conduct materially
and demonstrably injurious to the Company.

Good reason, as defined in each of the Agreements, includes the assignment
of duties inconsistent with, or any diminution of, the officer's position,
duties, titles, offices, responsibilities or status with the Company immediately
prior to a change in control of the Company; a reduction by the Company in the
officer's base salary; any failure by the Company to continue in effect or the
taking of any action which would adversely affect the officer's participation in
any benefit plan, incentive or bonus plan or stock plans in which the officer is
participating at the time of a Change in Control; a relocation of the executive
offices or the officer's required relocation in excess of 35 miles from the
present location; a substantial increase in business travel requirements; any
material breach by the Company of any provision of the Agreements; any failure
by the Company to obtain the assumption of the Agreements by any successor or
assign of the Company; or any purported termination of the officer's employment
which is not effected pursuant to the Agreements.

Subsequent to the execution of the revised Agreements, there have been no
events of Change of Control that would trigger the payment of any benefits under
the Agreements in the event of the termination of employment of the signatories
thereto.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. David L. Fist, a director of the Company and chairman of the
compensation committee, is a lawyer with Rosenstein, Fist & Ringold, Tulsa,
Oklahoma, a professional legal services corporation, which provides legal
services for the Company. The fees paid by the Company to this firm constituted
less than five percent of the firm's gross revenues during the latest fiscal
year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors and persons who beneficially own greater than
10 percent of a registered class of the Company's equity securities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely on a review of the
forms it has received, the Company believes that during 1996 all Section 16
filing requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with by such persons with the exception
that the filing regarding the grant of stock options to non-employee directors
was 73 days late.

PROPOSAL TWO -- AMEND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK

The board of directors has unanimously approved and recommends that the
stockholders approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock,
$.16 2/3 par value, to 120,000,000 shares. The Company's Restated Certificate of
Incorporation presently authorizes 70,000,000 shares of common stock, $.16 2/3
par value and 1,942,000 Preferred Stock, $1.00 par value.

At the record date for the annual meeting, there were 65,338,975 shares of
Common Stock outstanding and 4,160,497 shares reserved for issuance under the
Company's Stock Grant Plans, 1994 Non-Employee Director Stock Option Plan, 1994
Executive Stock Option Plan and Stock Bonus Plan.

There are 500,528 shares authorized but unissued and not reserved for
issuance. Adoption of the proposed amendment will increase the number of shares
of common stock which the Company is authorized to issue to 120,500,528. The
issuance of additional shares other than as a stock dividend would cause a
dilution of the relative ownership interest of present stockholders. The
amendment will not, however, alter the par value of the common stock or the
rights of stockholders as such.

The primary purpose of the additional authorized shares is to provide
limited equity financing for recent acquisitions of the Company. On September
14, 1996, the Company signed a definitive agreement to acquire the offshore
contract drilling business of Energy Ventures, Inc. ("EVI"), primarily through
the acquisition of the stock of its wholly owned subsidiary, Mallard Bay
Drilling, Inc. ("Mallard Drilling"). Mallard Drilling is a worldwide drilling
contractor with its principal barge and platform operations in the shallow
coastal and offshore waters of the Gulf of Mexico and other barge, platform and
land operations internationally. The purchase price for this acquisition was
$338,000,000, of which $313,000,000 will be paid in cash, financed partially
through the issuance of debt and partially by the issuance of $25,000,000 of
Series D Preferred Stock ("Preferred Stock"), which has been specifically
designated by the board of directors for this acquisition. The shares of the
Preferred Stock will automatically convert into the number of common shares the
value of which equals $25,000,000, based on the average closing price of the
common stock over a two week period ending two days prior to closing of this
acquisition, which is expected to be on or before November 30, 1996. Mr. Bernard
Duroc-Danner, chairman of EVI has been asked to join Parker's board of directors
subsequent to the closing and he has indicated his willingness to do so. At an
average price of $7.00 per share of common stock, the conversion of the
Preferred Stock would result in the issuance of 3,571,428 shares of common
stock. If the Company fails to obtain approval from the stockholders for the
authorization of additional shares of common stock by January 31, 1997, the
Company is required to redeem the $25,000,000 of Preferred Stock plus pay a
dividend of 8% accrued from the date of the closing of the acquisition.

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The additional authorized but unissued shares may be issued by the board of
directors, without further action by the stockholders unless required by
applicable laws, regulations or stock exchange requirements. The stockholders
will have no preemptive rights with respect to such additional authorized but
unissued shares. The Company has no agreements at this time for the issuance of
any additional shares of common stock except as described in this proxy
statement.

The initial purpose for authorization of the additional shares is to
provide equity capital to be used in connection with the current acquisitions
The remaining shares may also be used for future acquisitions, stock splits, to
retire debt, to fund capital expenditures or for other general corporate
purposes, but are not being issued for the purpose of creating voting or other
impediments to persons seeking to effect a hostile takeover of the Company. The
issuance of additional shares of common stock could be used to deter a future
tender or exchange offer and serve to insulate incumbent management from
removal. The board of directors is not aware of any current proposals by any
party to acquire control of the Company. The Company could also use the shares
in connection with present and future employment benefits plans, although the
Company has no plans to do so.

An affirmative vote by the holders of a majority of the shares entitled to
vote at the meeting is required for the adoption of this amendment. The board of
directors recommends a vote FOR the approval of the proposed amendment.

PROPOSAL THREE -- SELECTION OF INDEPENDENT ACCOUNTANTS

The board of directors has unanimously selected Coopers & Lybrand L.L.P. as
the independent accountants for the Company for its 1997 fiscal year subject to
ratification or rejection by the stockholders at the annual meeting. A
representative of Coopers & Lybrand L.L.P. will attend the forthcoming annual
meeting, will have the opportunity to make a statement if he or she desires to
do so and will be available to answer appropriate questions.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A wholly owned subsidiary of the Company owned a five-story office building
in Tulsa, Oklahoma, during 1996, the majority of which was leased to third
parties. The subsidiary had a management agreement with Property Company of
America Management, Inc. which provided for exclusive property management and
leasing services. A vice president and principal of the management company is
the brother-in-law of Robert L. Parker Jr. and son-in-law of Robert L. Parker.
During fiscal year 1996, approximately $130,121 was paid to the management
company for management and leasing commissions.

On October 24, 1996, the closing of the sale of this office building
occurred pursuant to a purchase and sale agreement with PCA Acquisitions, a
division of Property Company of America. The net proceeds to the subsidiary from
the sale were approximately $2,400,000. The purchase price was in excess of a
previous offer received by the subsidiary from a third party, in addition to the
fact that the property was sold "as is".

* * *

An insurance premium totaling $200,225 was paid by the Company during the
last fiscal year to maintain a life insurance policy on Robert L. Parker,
chairman of the Company. The Company is the beneficiary of this policy which was
issued pursuant to a Stock Purchase Agreement ("Agreement") approved by vote of
the stockholders at the 1975 Annual Meeting on December 10, 1975. This Agreement
was entered into between the Company and the Robert L. Parker Trust and
originally provided that upon the death of Robert L. Parker, the Company would
be required, at the option of the trust, to purchase from the trust at a
discounted price the amount of Parker common stock which could be purchased with
the proceeds of the policy of $7,000,000. The Company and the trust have
modified this agreement as of August 3, 1994, so that the Company will have the
option, but not the obligation, to purchase the stock at a discounted price with
the proceeds. The Company may now, at its option, retain the entire proceeds of
the policy upon the death of Robert L. Parker.

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As a part of the agreement to terminate the option held by the trust and to
grant the Company a limited option to purchase stock at a discounted price, the
Company has also agreed to pay a premium of $655,019 annually for a split dollar
last-to-die life insurance policy on Robert L. Parker Sr. and Mrs. Robert L.
Parker. This agreement provides that upon the deaths of Mr. Parker and Mrs.
Parker, the Company will be reimbursed by the Robert L. Parker Sr. and Catherine
M. Parker Family Trust from the proceeds of the policy for the full amount of
the premiums paid by the Company, with interest to be paid after fiscal year
1999 at a one-year treasury bill rate. Robert L. Parker Sr. and the Company
agreed during 1996 that the Company would surrender a $500,000 Executive Life
policy on his life, and, in exchange for such surrender, the parties amended the
foregoing agreement on October 15, 1996 to further defer the accrual of the
interest on the above-described policy until March 2003. Robert L. Parker Jr.,
chief executive officer of the Company and son of Robert L. Parker Sr., will
receive as a beneficiary of the trust, one-third of the net proceeds of this
policy. The face value of the policy is $13,200,000.

* * *

As part of building business relationships and fostering closer ties to
clients, companies traditionally host customers in a variety of activities. Over
the years, Parker has found the most successful business development
opportunities are providing customers with industry-related conferences and
seminars, coupled with sporting and other outdoor activities.

Robert L. Parker, chairman of the Company, through The Robert L. Parker,
Sr. Family Limited Partnership (the "Limited Partnership") owns a 2,987 acre
ranch near Kerrville, Texas, ("Cypress Springs Ranch") which the Limited
Partnership makes available to the Company for customer retreats and forums and
meetings for world-wide company management. The Cypress Springs Ranch provides
lodging, conference facilities, sporting and other outdoor activities in
conjunction with marketing and business purposes. The location of the ranch and
its facilities help to attract a select group of oil and gas industry
executives, including the chairmen and principal officers of major oil
companies, and prominent national leaders who are provided the unique
opportunity to meet annually and to actively participate in an exchange of ideas
and discussion of current industry and world issues. Additionally, domestic and
international drilling managers and other operations personnel representing
major, independent and national oil company customers meet annually with company
operations personnel for in-depth discussions on all phases of the industry and
are afforded the opportunity to know one another on a personal basis. Robert L.
Parker has a 50 percent general partnership interest and a 46.5 percent limited
partnership interest in the Limited Partnership. The Limited Partnership also
owns a 4,982 acre cattle ranch near Mazie, Oklahoma ("Mazie Ranch"), 40 miles
from the corporate headquarters in Tulsa, Oklahoma. The Mazie Ranch is also used
by the Company for outdoor activities by customers and is available to employees
for outdoor activities and other family recreation.

There is an understanding between the Company and the Limited Partnership
that the Cypress Springs Ranch and the Mazie Ranch shall be available for
Company use without limitation. In consideration for the availability and use of
these facilities, the Company pays only the portion of the ranch operating
expenses based on the Company's actual use of said facilities. The total amount
of these operating expenses paid by the Company in fiscal year 1996 was
approximately $133,686.

Additionally, the Company uses a 1,380 acre ranch ("Camp Verde Ranch")
owned by Robert L. Parker Jr., president and chief executive officer of the
Company, which is near the Cypress Springs Ranch. The Camp Verde Ranch is used
to provide additional facilities and lodging for business functions at Cypress
Springs Ranch, for which the Company pays only that portion of the ranch
operating expenses based on the actual use of these facilities. The total amount
of these operating expenses paid by the Company in fiscal 1996 was approximately
$30,067.

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OTHER MATTERS

MATTERS WHICH MAY COME BEFORE THE MEETING

The board of directors does not intend to bring any other matters before
the meeting, nor does the board of directors know of any matters which other
persons intend to bring before the meeting. If, however, other matters not
mentioned in this proxy statement properly come before the meeting, the persons
named in the accompanying proxy card will vote thereon in accordance with the
recommendation of the board of directors.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received at the Company's principal executive
offices, 8 East Third Street, Tulsa, Oklahoma, 74103, on or before July 18,
1997.

By order of the Board of Directors,

/s/ LESLIE D. ROSENCUTTER

LESLIE D. ROSENCUTTER
Secretary

Tulsa, Oklahoma
November 8, 1996

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ANNUAL REPORT

The Company has provided to each person whose proxy is being solicited a
copy of its 1996 Annual Report to Stockholders. THE COMPANY WILL PROVIDE WITHOUT
CHARGE TO EACH PERSON WHO REQUESTS, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES THERETO)
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR
ENDED AUGUST 31, 1996. Such requests should be directed to Mr. Tim Colwell,
Public Relations Department, Parker Drilling Company, 8 East Third Street,
Tulsa, Oklahoma 74103.

Stockholders are invited to keep current on the Company's latest contracts,
news releases and other developments throughout the year by way of the Internet.
The Parker Drilling Company home page can be accessed by setting your World Wide
Web browser to http://www.parkerdrilling.com for regularly updated information.

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PARKER DRILLING COMPANY

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 18, 1996

This Proxy is Solicited on Behalf of The Board of Directors

The undersigned hereby appoints ROBERT L. PARKER and LESLIE D. ROSENCUTTER, or
either of them, as proxies and attorneys with several powers of substitution,
hereby revoking any prior Proxy, for and in the name of the undersigned, to
represent the undersigned at the Annual Meeting of Stockholders of Parker
Drilling Company, December 18, 1996, or at any adjournment(s) thereof, and
thereat to vote all of the shares of Common Stock standing in the name of the
undersigned upon the following matters:

IF THE PROXY CARD IS SIGNED AND RETURNED TO THE COMPANY WITHOUT DIRECTION ON
ANY MATTER, THE PROXY WILL BE VOTED IN FAVOR OF THE
PROPOSALS IN EACH SUCH CASE:

The Board of Directors recommends a Vote "FOR" Items 1, 2 and 3. [ ] WILL ATTEND

1. ELECTION OF THREE DIRECTORS (CLASS 1), TO SERVE A TERM OF THREE YEARS

[ ] FOR both nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for both nominees
contrary below) listed

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)

James W. Linn David L. Fist R. Rudolph Reinfrank

2. PROPOSAL TO APPROVE an amendment to the Restated Certificate of
Incorporation to increase the number of authorized shares of common stock
from 70,000,000 to 120,000,000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. PROPOSAL TO RATIFY the selection of Coopers & Lybrand as independent
accountants for the Company's 1996 fiscal year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(See reverse side)

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PARKER PEOPLE EXCEED THE EXPECTED - WORLDWIDE.

That's the aim of every Parker Drilling employee wherever we serve customers in
the world. In fact, that's what we call our company wide Quality Commitment
Process - Exceed the Expected!

Perhaps it's drilling a wildcat in an area few humans have been, or bringing in
a deep gas well in West Texas, Parker professionals team with our customers to
solve some of the toughest drilling problems in the world.

Now we welcome the professionals from Mallard Drilling and Quail Tools to the
Parker family.

Drilling engineering services, project management of operator's programs,
specialized tool rentals and quality-driven land and offshore drilling. We're
striving to exceed expectations - worldwide.

THE PROFESSIONALS FROM PARKER DRILLING.

YOU ARE CORDIALLY INVITED. . . .
to attend the
Annual Meeting of Stockholders
10 a.m. CST * Wednesday, December 18, 1996
Parker Building * Eight East Third Street
Tulsa

(Continued from other side)

4. IN THEIR DISCRETION, the Proxies are authorized to vote upon such other and
further business as may be brought before the meeting or any adjournments
thereof.

THE UNDERSIGNED HAS RECEIVED THE NOTICE OF MEETING AND THE PROXY STATEMENT
DATED NOVEMBER 8, 1996, AND THE ANNUAL REPORT TO STOCKHOLDERS FOR 1996.

Dated: , 1996
----------------------------

----------------------------------------
Signature

----------------------------------------
Signature(s) exactly as your name
appears hereon

(Note: In the case of joint ownership,
each such owner should sign. Executors,
guardians, trustees, etc. should add
their title as such and where more than
one executor, etc., is named, a majority
must sign. If the signer is a
corporation, please sign full
corporate name by a duly authorized
officer.)

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	8/31/92	16
	6/30/93	7
	8/3/94	19
	8/31/94	12		10-K
	1/11/95	12
	8/31/95	12		10-K
	1/2/96	9
	1/5/96	12
	8/31/96	12	22	10-K
	9/14/96	18		8-K
	9/30/96	6	16
	10/15/96	20
	10/24/96	19		8-K/A
	11/5/96	4	8
Filed On / Filed As Of	11/8/96	4	24
	11/30/96	18		10-Q, 10-Q/A
For The Period Ended	12/18/96	2	24	PRE 14A
	1/3/97	12
	1/31/97	18
	7/18/97	21
	1/5/98	12

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Parker Drilling Co/DE · DEF 14A · For 12/18/96

Filed On 11/8/96 · SEC File 1-07573 · Accession Number 950134-96-5865

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents