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Exhibit 4.1

PARKER DRILLING COMPANY
SECOND AMENDED AND RESTATED 1997 STOCK PLAN

1.	Preamble.

	Parker Drilling Company, a Delaware corporation (the "Company"),
hereby establishes the Parker Drilling Company 1997 Stock Plan (the "Plan)
as a means whereby the Company may, through awards of stock options and
restricted stock:

		(a)	provide employees, directors or consultants who are in a
position to contribute to the growth, management and success of the
business of the Company and its Subsidiaries with additional
incentive to promote the success of the Company and its
Subsidiaries; and

		(b)	enable the Company to attract and retain the services of
employees, directors and consultants upon whose judgment and effort
the successful conduct of its operations is largely dependent.

	Except as specifically provided herein, the provisions of the Plan
do not apply to or affect any option, stock appreciation right, or stock
heretofore or hereafter granted under any other stock or stock option plan
of the Company or any Subsidiary, and all such options, stock appreciation
rights or stock continue to be governed by and subject to the applicable
provisions of the plan or agreement under which they were granted.

2.	Definitions.

	2.01	"Administrator" shall mean that person designated by the Board
from time to time to administer the Awards made under the Plan,
which designation shall be communicated to the Participants in
writing.

	2.02	"Award"  shall mean a grant of an Option or the award of
Restricted Stock under 	the Plan.

	2.03 	"Award Agreement"  shall mean an agreement between the Company
and a Participant which evidences the grant of an Option and/or the
award of Restricted Stock to a Participant and sets forth the terms
and conditions of such Option and/or Restricted Stock.

	2.04	"Board" or "Board of Directors" means the board of directors
of the Company.



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	2.05	"Change in Control" means the occurrence of any one of the
following events:

		(a)	Any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(7) of the Exchange Act, except the
Participant, his affiliates and associates, the Company, or any
corporation, partnership, trust or other entity controlled by the
Company (a "Subsidiary"), or any employee benefit plan of the
Company or of any Subsidiary (each such individual, entity or group
shall hereinafter be referred to as a "Person")) becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 15% 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
outstanding voting securities of the Company 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
this Agreement; or

		(b)	Individuals who, as of the beginning of any twenty-four
month period, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board, provided
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 Exchange 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 do not, immediately
following such Business Combination, beneficially own, directly or
indirectly, 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, 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



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		(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 of such corporation 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.


2.06 "Change of Control Price" means, with respect to the Common
Stock, the higher of (a) the arithmetic average of the high and the
low selling prices of the Common Stock on the new York Stock
Exchange during the 30 calendar days preceding a Change of Control,
or (b) the highest price paid or offered in a transaction with
either (i) results in a Change of Control, or (ii) would be
consummated but for another transaction which results in a Change of
Control and, if it were consummated, would result in a Change of
Control.  With respect to clause (b) in the preceding sentence, the
"price paid or offered" will be equal to the sum of (a) the face
amount of any portion of the consideration consisting of cash or
cash equivalents, and (b) the fair market value of any portion of
the consideration consisting of real or personal property other than
cash or cash equivalents, as established by an independent appraiser
selected by the Compensation Committee.

2.07 "Code" means the Internal Revenue Code of 1986, as it exists
now and as it may be amended from time to time.

2.08 "Compensation Committee"  means the Compensation Committee of
the Board, composed of two or more non-employee directors as
determined by the Board.

2.09 "Common Stock" means the common stock of the Company, 16 2/3
cents par value per share.

	2.08	"Company" means Parker Drilling Company, a Delaware
corporation, and any successor thereto.

	2.09	"Director(s)" means a member or members of the Board.

	2.10	"Disability" means being unable to engage in any substantial
gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not
less than 12 months.

	2.11	"Exchange Act" means the Securities Exchange Act of 1934, as
it exists now or from time to time may hereafter be amended.



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	2.12	"Fair Market Value" means for the relevant day:

		(a)	If shares of Common Stock are listed or admitted to
unlisted trading privileges on any national or regional securities
exchange, the last reported sale price, regular way, on the
composite tape of that exchange on the day Fair Market Value is to
be determined;

		(b)	If the Common Stock is not listed or admitted to
unlisted trading privileges as provided in paragraph (a), and if
sales prices for shares of Common Stock are reported by the National
Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ System"), then the last sale
price for Common Stock reported as of the close of business on the
day Fair Market Value is to be determined, or if no such sale takes
place on that day, the average of the high bid and low asked prices
so reported; if Common Stock is not traded on that day, the next
preceding day on which such stock was traded; or

		(c)	If trading of the Common Stock is not reported by the
NASDAQ System or on a stock exchange, Fair Market Value will be
determined by the Board in its discretion based upon the best
available data.

	2.13 	"Incentive Stock Option" or "ISO" means an Option that
complies with the terms and conditions set forth in Section 422 of
the Code and is designated as an ISO at the time of its grant.

	2.14	"Officer" means a corporate officer of the Company or any
Subsidiary or Affiliate of the Company.

	2.15	"Option" means the right of a Participant to purchase a
specified number of shares of Common Stock, subject to the terms and
conditions of the Plan.

	2.16	"Option Date" means the date upon which an Option is granted,
or Restricted Stock is awarded, to a Participant under the Plan.

	2.17	"Option Price" means the price per share at which an Option
may be exercised.

	2.18	"Participant" means an individual, or to the extent permitted
as contemplated at Section 5 hereof, the account of an individual,
to whom an Option or Restricted Stock has been granted under the
Plan.

	2.19	"Plan" means the Parker Drilling Company 1997 Stock Plan
herein and as from time to time amended.

	2.20	"Restricted Stock" means Common Stock awarded to a Participant
pursuant to the Plan and subject to the restrictions contained or
authorized in Section 7 hereof.

	2.21	"Securities Act" means the Securities Act of 1933, as it
exists now or from time to time may hereinafter be amended.

	2.22	"Subsidiary" means any corporation or other entity of which
the majority voting power or equity interest is owned directly or
indirectly by the Company.


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	2.23	"Termination of Employment" means:

		(a)	with respect to an employee, when the employee's
employment relationship with the Company and all of its Subsidiaries
is terminated, regardless of any severance arrangements.  A transfer
from the Company to a Subsidiary or affiliate of the Company or a
Subsidiary, or vice versa is not a termination of employment for
purposes of the Plan; or

		(b)	with respect to a consultant, when the consultant's
consulting relationship with the Company is terminated either due to
the termination of any consulting agreement, or otherwise,
regardless of the fact that no employment relationship exists.


	2.24	Rules of Construction.

		(a)	Governing Law.  The construction and operation of the
Plan are governed by the laws of the State of Oklahoma.

		(b)	Undefined Terms.  Unless the context requires another
meaning, any term not specifically defined in the Plan has the
meaning given to it by the Code.

		(c)	Headings.  All headings in the Plan are for reference
only and are not to be utilized in construing the Plan.

		(d)	Gender.  Unless clearly appropriate, all nouns of either
gender refer indifferently to persons of either gender.

		(e)	Singular and Plural.  Unless clearly inappropriate,
singular terms refer also to the plural and vice versa.

		(f)	Severability.  If any provision of the Plan is
determined to be illegal or invalid for any reason, the remaining
provisions shall continue in full force and effect and shall be
construed and enforced as if the illegal or invalid provision did
not exist, unless the continuance of the Plan in such circumstances
is not consistent with its purposes.

3.	Stock Subject to the Plan.

	Except as otherwise provided in Section 11, the total number of
shares of Common Stock reserved and available for distribution pursuant to
Awards under the Plan shall be 7,000,000 shares.  Such number of shares may
be increased as contemplated in the last sentence of this Section 3 or by
amendment by the Board.  Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.  Awards under the Plan
may be of shares of Restricted Stock and/or Options. Options granted
hereunder may be:  (a) Incentive Stock Options or (b) non-qualified
options.  Only employees of the Company or any Subsidiary thereof shall be
eligible to receive Incentive Stock Options under the Plan. Reserved shares
may be either authorized but unissued shares or treasury shares, in the
Board's discretion.  If any Awards hereunder shall terminate or expire, as
to any number of shares, or Options are exercised (and any related
withholding tax paid) by the delivery (actual, constructive or by
attestation) of shares of Common Stock, new Options and Restricted Stock
may thereafter be awarded hereunder with respect to such delivered shares
or expired or terminated Awards.


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4.	Administration.

	The Plan shall be administered by the Board, or by such Person(s) as
authorized by the Board.  In addition to any other powers set forth in the
Plan, the Board or the Compensation Committee has the authority:

	(a)	to construe and interpret the Plan, and to remedy any
ambiguities or inconsistencies therein;

	(b)		to establish, amend and rescind appropriate rules and
regulations relating to the Plan;

	(c)		subject to the express provisions of the Plan, to determine
the individuals who will receive Awards of Options and/or Restricted
Stock, the times when they will receive them, the number of shares
to be subject to each Award and the Option Price, payment terms,
payment method, and expiration date applicable to each Award;

	(d)		to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter
relating to the Plan or to any Awards of Options and/or Restricted
Stock;

	(e)		generally, to administer the Plan, and to take all such steps
and make all such determinations in connection with the Plan and the
Awards of Options and/or Restricted Stock as it may deem necessary
or advisable;

	(f)		to determine the form in which tax withholding under
Section 14 of the Plan will be made; and

	(g)		to amend the Plan or any Option or Restricted Stock granted or
awarded hereunder as may be necessary in order for any business
combination involving the Company to qualify for pooling-of-interest
treatment under APB No. 16.

5.	Eligible Participants.

	Subject to the provisions of the Plan, the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those
persons who are employees or directors of the Company or any Subsidiary or
consultants under contract to the Company, who shall be in a position, in
the opinion of the Board or Compensation Committee, to make contributions
to the growth, management and success of the Company or its Subsidiaries.
Of those persons described in the preceding sentence, the Board or
Compensation Committee may, from time to time, select persons to be granted
Awards and shall determine the terms and conditions with respect thereto.
In making any such selection and in determining the form of the Award, the
Board or the Compensation Committee may give consideration to the functions
and responsibilities of the person, to the person's contributions to the
Company or its Subsidiaries, the value of the individual's service to the
Company or its Subsidiaries and such other factors deemed relevant by the
Board.  In the event and to the extent authorized by the United States
Departments of Treasury and Labor, the Parker Drilling Company Stock Bonus
Plan account of an employee of the Company or a Subsidiary may also be a
Participant, the Board may grant Options to such account and, to the extent
such account is a Participant, the Options in such an account shall be
subject to all of the terms and provisions of the Plan as if the Options
had been granted to the individual for whom the account is maintained.


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6.	Terms and Conditions of Options.

	The Board (or the Compensation Committee, which shall have the same
authority throughout this section) may, in its discretion, grant Options to
any Participant under the Plan.  Each Option shall be evidenced by an
agreement between the Company and the Participant. Unless the Board at the
time of grant specifically designates Options granted under the Plan as
Incentive Stock Options, all Options granted under the Plan shall be Non-
Qualified Stock Options ("NQSO's). Each Option agreement, in such form as
is approved by the Board, shall be subject to the following express terms
and conditions and to such other terms and condition, not inconsistent with
the Plan as the Board may deem appropriate:

	(a)	Option Period.  Each Option granted under the Plan shall be
for such period as is established by the Board, except that each ISO
shall expire no later than ten years after the Option Date.  Where
Options are exercisable in installments, the right to purchase any
shares shall be cumulative, so that when the right to purchase any
shares has matured, such shares may be purchased thereafter until
the expiration of the Option.  The Board shall have the power to
accelerate the exercisability of installments for any Option granted
under the Plan.

	(b)		Option Price.  At the time when the Option is granted, the
Board will fix the Option Price.  In the case of ISO's, the Option
Price shall be no less than the Fair Market Value on the Option Date
and in the case of all other Options granted under the Plan, the
Option Price shall be as determined in the sole discretion of the
Board, but in no event may the Option Price be less than the par
value for a share of Common Stock.

	(c)		Other Option Provisions.  The form of Option authorized by the
Plan may contain such other provisions as the Board may from time to
time determine, including:

			(i)	"Discounted Options" which may be granted to any
Participant.  A "Discounted Option" is an Option having an
Option Price per share less than the Fair Market Value at the
Option Date provided such Option Price shall not be less than
50% of the Fair Market Value at the Option Date.

			(ii)	"Reload Options" which may be granted only to employees
of the Company or a Subsidiary.  A "Reload Option" is an
Option automatically granted to a Participant pursuant to the
terms of an Award Agreement upon the delivery of shares of
Common Stock to pay any required withholding tax in respect of
the exercise of an Option (the "delivered shares").  Such
Reload Option entitles the Participant to purchase (at an
option price equal to the Fair Market Value at the time of
such delivery) a number of shares of Common Stock equal to the
number of delivered shares.  Reload Options shall be subject
to all of the terms of the Plan and the Award Agreement in
respect to which they are granted, including the Option Period
for the Option exercised by delivery of the delivered shares,
and shall not be exercisable before the earlier of one year
after their grant or the day before the expiration of such
Option Period.  In the discretion of the Board, Reload Options
granted on the exercise of ISO's may be ISO's or non-qualified
options.

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	(d)	Incentive Stock Options. ISO's may only be granted to
employees of the Company or of a Subsidiary.  The aggregate Fair
Market Value (determined as of the Option Date of the ISO) of the
Common Stock with respect to which ISO's are first exercisable by a
Company or Subsidiary employee during any calendar year under all
Option plans of the Company shall not exceed $100,000.  An ISO
granted to an employee who, at the time the ISO is granted, owns
Common Stock possessing more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the Company
or a Subsidiary thereof shall have an exercise price equal to not
less than 110 percent (110%) of the Fair Market Value on the Option
Date.  In addition, no more than 4,000,000 shares of Common Stock
may be issued as ISO's granted under the Plan and no ISO may be
granted under the Plan after the tenth anniversary of the date the
Plan is approved by the stockholders of the Company.  Any
Participant who disposes of shares acquired upon the exercise of an
ISO either (i) within two years after the Option Date of the Option
under which the shares were acquired or (ii) within one year after
the acquisition of such shares shall notify the Company of such
disposition and of the amount realized.  Failure by a Participant to
so notify the Company of such a disposition of shares shall entitle
the Company to treat the shares of Common Stock issued to such
Participant as void ab initio or to recover from the Participant the
greater of the value of the shares disposed of as of the date of
disposition or the value of the shares disposed of as of the date
the Company learns of such disposition from either (i) any amounts
due to such Participant from the Company or a Subsidiary, or (ii)
otherwise.  The Company may, at its discretion, place a legend
noting the possible consequences of a Participant's failure to
provide such disposition notice on shares of Common Stock delivered
upon the exercise of an ISO.

	(e)	No person shall have any rights of a stockholder with respect
to any shares to be delivered upon the exercise of an Option until
such time as such Option is validly exercised.

7.	Terms and Conditions of Restricted Stock Awards.

	The Board (or the Compensation Committee which shall have similar
authority throughout this section), in its discretion, may grant Restricted
Stock to any Participant under the Plan, the purchase price of which shall
be established by the Board.  Each grant of Restricted Stock shall be
evidenced by an Award Agreement between the Company and the Participant.
All shares of Common Stock awarded to Participants under the Plan as
Restricted Stock shall be subject to the following express terms and
conditions and to such other terms and conditions, not inconsistent with
the Plan, as the Board shall deem appropriate:

	(a)	Restrictions on Transfer.  Shares of Restricted Stock awarded
to Participants shall contain such restrictions on transfer as the
Board may determine in its sole discretion.  Except as permitted
under Section 12 of the Plan, shares of Restricted Stock awarded to
Participants may not be sold or transferred before such restrictions
on transfer lapse, and may only be pledged to the Company or any
Subsidiary to satisfy any obligations that the Participant may have
to the Company or the Subsidiary with respect to the acquisition of
such shares of Restricted Stock.  Subject to the provisions of


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subparagraphs(b) and (c) below and any other restrictions imposed by
law, the certificates for any shares of Restricted Stock the
restrictions on which have lapsed will be transferred to the
Participant or, in the event of his death, to the beneficiary or
beneficiaries designated by writing filed by the Participant with
the Board for such purpose or, if none, to his estate.  Delivery of
shares in accordance with the preceding sentence shall be made
within the 30-day period after such restrictions shall lapse.


	(b)	Certificates Deposited With Company.  Each certificate issued
in respect of shares of Restricted Stock awarded under the Plan
shall be registered in the name of the Participant and deposited
with the Company.  Each such certificate shall bear the following
(or a similar) legend:

		"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) relating to Restricted
Stock contained in the Parker Drilling Company 1997
Stock Plan, as amended (the "Plan"), and an agreement
entered into between the registered owner and Parker
Drilling Company.  Copies of such Plan and agreement are
on file at the principal office of Parker Drilling
Company."

	(c)	Stockholder Rights.  Subject to the foregoing restrictions,
each Participant shall have all the rights of a stockholder with
respect to his shares of Restricted Stock including, but not limited
to, the right to vote such shares.

	(d)	Dividends.  On each Common Stock dividend payment date, each
Participant shall receive an amount equal to the dividend paid on
that date on a share of Common Stock, multiplied by his number of
shares of Restricted Stock.

8.	Manner of Exercise of Options

	To exercise an Option in whole or in part, a Participant (or, after
his death, his executor or administrator) or his assignee (as contemplated
at Section 12 hereof) must give written notice to the Administrator,
stating the number of shares with respect to which he intends to exercise
the Option.  The Company will issue the shares with respect to which the
Option is exercised upon payment in full of the Option Price. The Option
Price may be paid (i) in cash, (ii) in shares of Common Stock held by the
Participant, his executor, administrator, or assignee, and having an
aggregate Fair Market Value, as determined as of the close of business on
the day prior to the day on which such Option is exercised, equal to the
Option Price, (iii) if permitted by the Board or Compensation Committee, a
promissory note in the amount of the Option Price, which note shall provide
for full personal liability of the maker and shall contain such other terms
and provisions as the Board or Compensation Committee may determine,
including without limitation the right to repay the note partially or
wholly with Common Stock, (iv) if authorized  in the Award Agreement for
the Option being exercised, by delivery of irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale or loan
proceeds necessary to pay for all Common Stock acquired through such



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exercise and any tax withholding obligations resulting from such exercise,
(v) if authorized in the Award Agreement for the Option being exercised, by
the withholding by the Company, pursuant to a written election delivered by
the Participant, his executor, administrator, or assignee, to the
Administrator on or prior to the date of exercise, from the shares of
Common Stock issuable upon any exercise of the Option that number of shares
having a Fair Market Value as of the close of business on the day prior to
the day on which such Option is exercised equal to such Option Price, (vi)
by constructive delivery ("attestation") of shares of Common Stock held by
the Participant, his executor, administrator, or assignee, and having an
aggregate Fair Market Value, as determined as of the close of business on
the day of exercise, equal to the Option Price effected through providing
the Company with a notarized statement on or before the day of exercise
attesting to the number of shares owned by the Participant, his executor,
administrator, or assignee, that will serve as the Option Price payment
shares, or (vii) as authorized  in the Award Agreement for the Option being
exercised, by a combination of such methods.  The Option Price may also be
paid in shares of Common Stock which were received by the Participant, his
executor, administrator, or assignee, upon the exercise of one or more
Options or as an award of Restricted Stock under the Plan and upon which
all restrictions have lapsed.

9.	Vesting.

	A Participant may not exercise an Option until it has become vested.
 The portion of an Option Award that is vested depends upon the vesting
restrictions, if any, established by the Board or Compensation Committee
for such Option at the time of its grant and the period that has elapsed
since the Option Date.

10.	Change of Control.

	Notwithstanding the provisions of Sections 6 and 7 or anything
contained in a Participant's agreement to the contrary, upon a Change in
Control, all Options and/or Restricted Stock shall be subject to the
following:

	(a)	The restrictions and limitations applicable to any Options
shall lapse, and such Options shall become free of all restrictions
and become fully vested to the full extent of the original grant.

	(b)	The Company shall have the right to acquire from Participants
their vested Options for which the value, as established in the
Change of Control Price, of the Common Stock issuable upon exercise
thereof is greater than the Option Price, by payment of the amount
by which the price per share of Common Stock, as established in the
Change of 	Control Price, exceeds the Option Price; and

	 (c)	All Restricted Stock shall become free of all restrictions and
be fully vested and transferable.




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11.	Adjustments to Reflect Changes in Capital Structure.

	If there is any change in the corporate structure or shares of the
Company, the Board of Directors may, in its discretion, make any
adjustments necessary to prevent accretion, or to protect against dilution,
in the number and kind of shares authorized by the Plan and, with respect
to outstanding Options and/or Restricted Stock, in the number and kind of
shares covered thereby and in the applicable Option Price.  For the purpose
of this Section 11, a change in the corporate structure or shares of the
Company includes, without limitation, any change resulting from a
recapitalization, stock split, stock dividend, consolidation, rights
offering, spin-off, reorganization, or liquidation and any transaction in
which shares of Common Stock are changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or
another corporation.

12.	Non-Transferability of Options and Restricted Stock; Limited
Exception to Transfer 	Restrictions.

	(a)	Unless otherwise expressly provided in this Section 12, by
applicable law or by any Award Agreement, as the same may be
amended, evidencing the grant or award of Restricted Stock or
Options:  Awards are non-transferable and shall not be subject in
any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; Awards shall be exercised only by the
person to whom such Awards were granted or awarded (a "Recipient");
and amounts payable or shares issuable pursuant to Awards shall be
delivered only to or for the account of a Recipient.


	(b)	Except as precluded by any applicable law, the Board may
permit Awards to be transferred to and exercised by and paid to
certain persons or entities related to the Recipient, including, but
not limited to members of the Recipient's immediate family (parents,
grandparents, children, grandchildren, spouse, siblings), charitable
institutions, or trusts or other entities whose beneficiaries or
beneficial owners are members of the Recipient's immediate family
and/or charitable institutions, or to such other persons or entities
as may be approved by the Board, pursuant to such conditions and
procedures as the Board may establish.  Any permitted transfer shall
be subject to the condition that the Board receive evidence
satisfactory to it that the transfer is being made for estate and/or
tax planning purposes on a gratuitous or donative basis and without
consideration other than nominal consideration.

	(c)	The exercise and transfer restrictions in this Section 12
shall not apply to:

		(i)	transfers to the Company;

		(ii)	the designation of a beneficiary to receive benefits in
the event of the Recipient's death or, if the Recipient has
died, transfers to or exercise by the Recipient's beneficiary,
or, in the absence of a validly designated beneficiary,
transfers by will or the laws of descent and distribution;

		(iii)	transfers pursuant to a domestic relations order;


<PAGE>

		(iv)	if the Recipient has suffered a disability, permitted
transfers or exercises on behalf of the Recipient by his or
her legal representative; or

		(v)	the authorization by the Board of "cashless exercise"
procedures with third parties who provide financing for the
purpose of (or who otherwise facilitate) the exercise of
Awards consistent with applicable laws and the express
authorization of the Board.

	(d)	In the event of a transfer of an Award pursuant to Subsection
(b) or (c) of this Section 12, the Recipient will remain liable for
any taxes (including withholding and social security taxes) due upon
or as a consequence of the exercise of or lapse of any restrictions
in respect of an Award and neither the Company nor the Board shall
have any obligation to provide notice to a transferee of any event
or information that has, will or could in any way affect an Award or
its exercise.

13.	Rights as Stockholder.

	No person shall have any rights of a stockholder as to shares of
Common Stock subject to an Award under the Plan until, after proper
exercise of the Award or other action required, such shares shall have been
recorded on the Company's official stockholder records as having been
issued or transferred.  Upon exercise of the Award or any portion thereof,
the Company will have thirty (30) days in which to issue the shares, and
the Participant will not be treated as a stockholder for any purpose
whatsoever prior to such issuance.  No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date
such shares are recorded as issued or transferred in the Company's official
stockholder records, except as provided herein or in an Agreement.


14.	Withholding Tax.

	No later than the date as of which an amount first becomes
includible in the gross income of the Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall
pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to such amount.  Unless
otherwise determined by the Administrator, withholding obligations may be
settled with shares of Common Stock, including Common Stock that is part of
the Award that gives rise to the withholding requirement.  The obligations
of the Company under the Plan shall be conditional on such payment or
arrangements, and the Company and Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Participant.  The Administrator may establish such
procedures as it deems appropriate, including the making of irrevocable
elections, for the settlement of withholding obligations with shares of
Common Stock.


<PAGE>

15.	Termination of Employment.

(a) In the event of a Participant's Termination of Employment for
any reason other than death or disability any Option or Restricted
Stock shall expire forthwith; provided, however, that with the
approval of the Board evidenced by a writing signed by an executive
officer of the Company other than the Participant, unvested Options
may be: (i) allowed to remain in effect and to vest and be
exerciseable in accordance with the terms of the Award Agreement
evidencing such options, or (ii) accelerated to vest immediately.
Any Options exercisable at the time of such termination, or which
become exerciseable in accordance with this paragraph may be
exercised up to a date after such termination that is determined by
the Board, but not exceeding five years from the date of such
termination and not beyond the date the Option otherwise would have
expired in accordance with the Award Agreement evidencing such
Option.  The restrictions on Restricted Stock may be eliminated so
that such Restricted Stock is free of such restrictions at the time
of Termination of Employment and not forfeited upon such Termination
of Employment.

(b) Upon the death of a Participant, all unvested Options shall
vest immediately and all restrictions on Restricted Stock shall
lapse.  A Participant's estate or beneficiaries shall have a period
up to the later of one year after the Participant's death or the
expiration date specified in the Award Agreement within which to
exercise the Option; provided, however, in the case of ISO's, the
Participant's estate or beneficiaries may exercise an Option only
until the expiration date specified in the Award Agreement.  Any
Option may be immediately exercised in full by the Participant's
estate or beneficiaries.  In the event the Participant's estate is
closed with exercisable Options then unexercised, the rights under
this paragraph shall pass by will or the laws of descent and
distribution.  In the case of Restricted Stock, the restrictions on
such Restricted Stock shall be deemed to have lapsed immediately
before such Participant's death.


<PAGE>

(c) Upon the disability of a Participant, all unvested Options
shall vest immediately and all restrictions on Restricted Stock
shall lapse.  In the event of a Participant's disability during
employment, the Participant, or his or her guardian or legal
representative shall have a period up to the expiration date
specified in the Award Agreement within which to exercise the
Option.  In the case of Restricted Stock, the restrictions on such
Restricted Stock shall be deemed to have lapsed immediately before
the disability of such Participant.


16.	Cancellation of Option Grants and Restricted Stock.

	(a)	After Termination of Employment.  If there is a Termination of
Employment with respect to a Participant for any reason other than
death, and, pursuant to paragraph (a) or (c) of Section 15, one or
more Options have not yet expired or the restrictions pertaining to
Restricted Stock have not lapsed, the Board, in its sole discretion,
which may be delegated to the Chief Executive Officer of the Company
or to the Chairman of the Board, may cancel any such Options at any
time prior to the exercise thereof or declare forfeited any such
Restricted Stock before the related restrictions lapse unless the
following conditions are met:

		(i)	The Participant shall not render services for any
organization or engage directly or indirectly in any business
which, in the judgment of the Chief Executive Officer of the
Company, is or becomes competitive with the Company, or which
is or becomes otherwise prejudicial to or in conflict with the
interests of the Company.  The judgment of the Chief Executive
Officer shall be based on the Participant's positions and
responsibilities while employed by the Company, the
Participant's post-employment responsibilities and position
with the other organization or business, the extent of past,
current and potential competition or conflict between the
Company and the other organization or business, the effect on
the Company's customers, suppliers and competitors of the
Participant's assuming the post-employment position, and such
other considerations as are deemed relevant given the appli-
cable facts and circumstances.  The Participant shall be free,
however, to purchase as an investment or otherwise, stock or
other securities of such organization or business so long as
such stock or securities are listed upon a recognized
securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to the
Participant or a greater than five percent (5%) equity
interest in the organization or business.

		(ii)	The Participant shall not, without prior written
authorization from the Company, disclose to anyone outside the
Company, or use in other than the Company's business, any
confidential information or material relating to the business
of the Company, acquired by the Participant either prior to or
after such Participant's Termination of Employment.



<PAGE>

	(b)	Before Termination of Employment.  The Board, in its sole
discretion, which may be delegated to the Chief Executive Officer of
the Company or to the Chairman of the Board, may cancel any Options
held by a person or reduce the number thereof at any time prior to
the exercise thereof or declare forfeited a part or all of any
shares of Restricted Stock awarded to a Participant under the
following circumstances:

		(i)	The Participant's conduct either in connection with his
or her employment by the Company or otherwise is deemed
inimical to the interests of the Company.
		(ii)	The Participant's employment responsibilities with the
Company are reduced or altered and the Board determines that
the Participant would not have been granted the Options or
awarded the shares of Restricted Stock, or such number of
Options or shares of Restricted Stock, had the Participant's
employment responsibilities been at the reduced or altered
level at the time of the grant or award of such Options or
shares of Restricted Stock.


17.	No Right To Employment.

	Participation in the Plan will not give any Participant a right to
be retained as an employee of the Company or any Subsidiary, or any right
or claim to any benefit under the Plan, unless the right or claim has
specifically accrued under the Plan.

18.	Amendment of the Plan.

	The Board may from time to time amend or revise the terms of the
Plan in whole or in part and may without limitation, adopt any amendment
deemed necessary.

19.	Notice.

	Any written notice to the Company required by any of the provisions
of the Plan shall be addressed to the Administrator, if so required under
the Plan, and otherwise to the Chairman of the Board or to the Chief
Executive Officer of the Company, and shall become effective when it is
received by the office of such Administrator, Chairman or the Chief
Executive Officer.

20.	Company Benefit and Compensation Plans.

	Nothing contained in the Plan shall prevent any Participant prior to
death, or the Participant's dependents or beneficiaries after the
Participant's death, from receiving, in addition to any Options or
Restricted Stock provided for under the Plan, any salary, incentive or
performance plan Awards, payments under a Company retirement plan or other
benefits that may be otherwise payable or distributable to such
Participant, or to the Participant's dependents or beneficiaries under any
other plan or policy of the Company or otherwise.  To the extent permitted
by law, grants of Options or awards of Restricted Stock under the Plan may
be made in combination with, or as alternatives to, grants, awards or
payments under other Company plans.


<PAGE>

21.	Representations and Warranties.

	No person shall at any time have a right to be selected as a
Participant in the Plan, nor having been selected as a Participant for one
Award to be selected as a Participant for any other Award, and no person
shall have any authority to enter into any agreement assuring such
selection or making any warranty or representation with respect thereto.  A
Participant shall have no rights to or interest in any Option or Restricted
Stock except as set forth herein.

22.	Unfunded Plan.

	Insofar as it provides for grants of Options and awards of
Restricted Stock, the Plan shall be unfunded.  Although bookkeeping
accounts may be established with respect to Participants who are or may
become entitled to Common Stock under the Plan, any such accounts shall be
used merely as a bookkeeping convenience.  The Company shall not be
required to segregate any assets that may at any time be represented by
Common Stock, nor shall the Plan be construed as providing for such
segregation, nor shall the Company nor the Board be deemed to be a trustee
of any Common Stock issuable or deliverable under the Plan.  Any liability
of the Company to an Participant with respect to a grant of Options or
award of Restricted Stock under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan or an Award
Agreement; no such obligation of the Company shall be deemed to be secured
by any pledge or other encumbrance on any property of the Company.  Neither
the Company nor the Board shall be required to give any security or bond
for the performance of any obligation that may be created by the Plan.


23.	Conditions Upon Issuance of Shares.

	An Option shall not be exercisable, a share of Common Stock shall
not be issued pursuant to the exercise of an Option, and restrictions on
Restricted Stock awarded shall not lapse until such time as the issuance
and delivery of such share pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares of Common Stock
may then be listed (including the listing requirements for such Common
Stock on the Exchange), and shall be further subject to the approval of
counsel for the Company with respect to such compliance.  As a condition to
the exercise of an Option, the Company may require the person exercising
such Option to represent and warrant at the time of any such exercise that
the Common Stock is being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

24.	Effective Date and Termination of Plan.

	24.1	Effective Date.  The Plan is effective as of the date of its
adoption by the Board of Directors.


<PAGE>

	24.2	Termination of the Plan.  The Board may terminate the Plan at
any time with respect to any shares that are not then subject to Options or
Restricted Stock.  Termination of the Plan will not affect the rights and
obligations of any Participant with respect to Options or Restricted Stock
awarded before termination.

	* * * * *
	The undersigned, being the duly elected Secretary of Parker Drilling
Company, does hereby certify that the foregoing Parker Drilling Company
Second Amended and Restated 1997 Stock Plan was approved and adopted by the
Board of Directors effective as of April 25, 2001.

	/s/ Ronald C. Potter
	------------------------------
	Ronald C. Potter
	Corporate Secretary




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