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Exhibit 4.2
STOCK OPTION AWARD AGREEMENT

Under the Parker Drilling Company
Second Amended and Restated 1997 Stock Plan


	THIS STOCK OPTION AWARD AGREEMENT (this "Agreement") is made and
entered into as of April 3, 2001 by and between Parker Drilling Company,
a Delaware corporation ("Parker"), and the below named individual
("Participant").

R E C I T A L S

	WHEREAS, in consideration of the presently existing relationship
between the Company and the Participant, and as an additional inducement
to 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, it is agreed between the Company and
Participant as follows:

	 1.	Defined Terms.  As used herein, the following terms shall
have the following meanings:

(a) "Compensation Committee" shall mean the Compensation
Committee of the Board which shall be composed of at
least two non-employee directors as determined by the
Board.

(b) "Plan" shall mean the Parker Drilling Company Second
Amended and Restated 1997 Stock Plan, including any
amendments thereto.

(c) "Participant" shall mean                .

(d) "Prospectus" shall mean the prospectus describing the
terms and conditions of the Plan, as amended.

(e) "Option Shares" shall mean           shares of the
Common Stock of the Company, par value 16-2/3 cents
per share.

(f) "Expiration Date" shall mean April 3, 2008.

(g) "Board" shall mean the Board of Directors of Parker.

	Any other capitalized terms used herein shall be defined in
accordance with the definitions in the Plan.

	 2.	Option Grant.  The Company hereby grants to Participant,
subject to the terms hereof and the terms of the Plan, the right and
option to purchase all or any part of the Option Shares on or before the
Expiration Date (the "Option"); provided, that the  Option shall vest
and become exercisable as non-qualified stock options in four equal
installments of               , on April 3, 2001, April 3, 2002, April
3, 2003 and April 3, 2004.  No exercise as to a portion of the Option
Shares shall preclude a later exercise or exercises as to additional
portions.  Further, the Option shall be exercisable upon vesting only
(a) as provided in paragraph 3(b) hereof, (b) during such time as
Participant remains an employee, director or consultant of the Company,
(c) in the event of disability (for purposes of this Agreement,
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Participant shall be considered disabled if he/she is unable to engage
in 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) during employment, until the earlier of the
Expiration Date or one year after commencement of Participant's
disability, (d) in the event of death during employment, until the
earlier of the Expiration Date or one year after Participant's death, or
(e) as otherwise provided in the Plan.

	 3.	Terms and Conditions of the Option.  The Option shall be
subject to the following terms and conditions:

	(a)	Option Price.  The price to be paid for each of the Option
Shares with respect to which the Option is exercised, shall be $ 5.35
(the "Option Price").

	(b)	Exercise of Option. The option to purchase the Option Shares
shall be exercisable as specified herein and in the Plan.  Payment of
the Option Price for the number of shares as to which the option is
being exercised may be paid (i) in cash, (ii) in shares of Common
Stock held by the Participant having an aggregate Fair Market Value,
as determined as of the close of business on the day on which such
Option is exercised, equal to the Option Price, (iii) if permitted by
the Board or the Compensation Committee, by delivery of Participant's
promissory note in the amount of the Option Price, which note shall
provide for full personal liability and contain such 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) 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 exercise and any tax withholding obligations
resulting from such exercise, (v) if permitted by the Board or
Compensation Committee, by the withholding by the Company, pursuant
to a written election delivered by the Participant to the
Administrator of the Plan 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) if permitted by the Board
or Compensation Committee, by constructive delivery of shares of
Common Stock held by the Participant 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 that will
serve as the Option Price payment shares, or (vii) by a combination
of such methods.  The option shall not be exercisable with respect to
fractions of a share.


	(c)	Notice of Exercise.  Each exercise of the Option shall be by
written notice to the Company.  Each such notice shall state the
number of Option Shares with respect to which the Option is being
exercised and shall specify a date, not less than five nor more than
ten days after the date of such notice, as the date on which the
shares will be delivered and payment made therefor at the principal
offices of the Company.  If any law or regulation requires the
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Company to take any action with respect to the shares specified in
such notice, then the date for delivery of such shares against
payment therefor shall be extended for the period necessary to take
such action.  In the event of any failure to pay for the number of
shares specified in such notice on the date set forth therein,
subject to such date being extended as provided above, the Option
shall terminate with respect to such number of shares, but shall
continue with respect to the remaining shares covered by this
Agreement and not yet acquired by exercise of the Option or any
portion thereof.

	(d)	Investment Representation.  If shares of stock issued
pursuant to exercise of the Option have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"),
Participant agrees to represent and warrant in writing at the time of
any exercise of the Option or any portion thereof that the Option
Shares are being purchased only for investment and without any
present intention to sell or distribute such shares, and further
agrees that shares so acquired may be appropriately legended and will
be sold or transferred only in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC") or
any applicable law, regulation, or rule of any governmental agency.

	(e)	Taxes.  Participant shall pay all original issue or transfer
taxes and all other fees and expenses incident to the issue,
transfer, or delivery of Option Shares.

	(f)	Nonassignability.  Except as specifically authorized by the
Board, the Option shall be exercisable during Participant's lifetime
only by Participant, and shall not be assigned, transferred, pledged,
hypothecated, sold or otherwise disposed of, in whole or in part,
voluntarily or involuntarily, any such assignment, transfer, pledge,
hypothecation, sale or other disposition being void and of no effect;
provided, however, that the Option shall be transferable by will or
the laws of descent and distribution.

	(g)	No Rights Until Issue.  No right to vote or receive
dividends or any other rights as a stockholder of the Company shall
exist with respect to the Option Shares, notwithstanding the exercise
of the Option, until the underlying shares have been duly listed on
the New York Stock Exchange and the issuance to the Participant of a
stock certificate or certificates representing such shares.

	(h)	Anti-dilution.  In the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or
other change in the corporate structure or capitalization of the
Company, the number of Option Shares and the Option Price shall be
subject to appropriate adjustments as described in the Plan.


The Option is also subject to, and, by accepting and executing this
Agreement, Participant agrees to be bound by, all of the terms,
provisions, limitations and conditions of the Plan.

	 4.	Cancellation or Reduction.  The Board may elect to cancel
the Option or reduce the number of Option Shares at any time prior to
the exercise of the Option, as described in the Plan.


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	5.	The Plan.  Participant acknowledges receipt of a copy of the
Prospectus and the Plan and represents that he/she is familiar with the
terms and provisions thereof and hereby accepts the Option subject to
all the terms and provisions of the Plan.

	 6.	Relationship.  Nothing in the Plan or in this Agreement
shall confer upon Participant any right to continued relationship as an
employee, director or consultant of the Company or interfere in any way
with the right of the Company to terminate Participant's relationship at
any time.

	7.	Binding Agreement.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, trustees, successors and assigns.

	EXECUTED as of the day and year first above written.

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Parker Drilling Company
Participant
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By:
By:
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Name:
Name:
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Title:

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