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UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
    FORM 10-K/A
  (Amendment No. 1)
   (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM _________ TO _________   COMMISSION FILE NUMBER 1-7573
  PARKER DRILLING
    COMPANY
 (Exact name of registrant as
    specified in its charter)
  Delaware

73-0618660(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification
    No.)   1401 Enclave Parkway, Suite 600, Houston, Texas
    77077
 (Address of principal executive
    offices)          (Zip
    code)
  Registrants telephone number, including area code:
    (281) 406-2000
  Securities registered pursuant to Section 12(b) of
    the Act:
  Title of Each Class

Name of Each Exchange on Which Registered:Common Stock, par value
    $0.162/3
    per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
 Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
   
 
 PAGEPART IVItem 15.


Exhibits and Financial Statement Schedules


1Signatures


7EX-31.1EX-31.2EX-32.1EX-32.2




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EXPLANATORY
    NOTE
 
  Form 10-K/A Form 10-K




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PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES       
 PAGEReports of Independent Registered Public
    Accounting Firms

49Consolidated Statement of Operations for the
    years ended December 31, 2008, 2007 and 2006

52Consolidated Balance Sheet as of
    December 31, 2008 and 2007

53Consolidated Statement of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006

55Consolidated Statement of Stockholders
    Equity for the years ended December 31, 2008, 2007 and
    2006

57Notes to the Consolidated Financial Statements

58  
      
 Report of KPMG LLP  Independent
    Registered Public Accounting Firm

5Schedule II  Valuation and
    qualifying accounts

6  
     EXHIBITNUMBER



DESCRIPTION3(a)



Restated Certificate of Incorporation of the Company, as amended
    on May 16, 2007 (incorporated by reference to
    Exhibit 3.1 to the Companys Report on
    Form 10-Q
    for the period ended September 20, 2007).3(b)



By-Laws of the Company, as amended on January 31, 2003
    (incorporated by reference to the Companys
    Form 10-K/A
    dated September 25, 2003).4(a)



Rights Agreement dated as of July 14, 1998, between the
    Company and Norwest Bank Minnesota, N.A., as rights agent
    (incorporated by reference to
    Form 8-A
    filed July 15, 1998).4(b)



Amendment No. 1 to the Rights Agreement dated
    September 22, 1998, between the Company and Norwest Bank
    Minnesota, N.A., as rights agent (incorporated by reference to
    Exhibit 3(a) of
    Form 10-K
    dated March 17, 2003).4(c)



Indenture dated as of October 10, 2003 between the Company,
    as issuer, certain Subsidiary Guarantors (as defined therein)
    and JPMorgan Chase Bank, as Trustee, respecting the
    9.625% Senior Notes due 2013 (incorporated by reference to
    the Companys
    S-4
    Registration Statement
    No. 333-110374
    dated November 10, 2003).4(d)



Credit Agreement among Parker Drilling Company, as Borrower, the
    Several Lenders Parties thereto, Lehman Brothers, Inc., as Sole
    Advisor, Sole Lead Arranger and Sole Bookrunner, Bank of
    America, N.A., as Syndication Agent and Lehman Commercial Paper,
    Inc. as Administrative Agent dated December 20, 2004
    (incorporated by reference to Exhibit 99.1 to
    Form 8-K
    dated December 27, 2004).4(e)



First Amendment to the Credit Agreement dated December 20,
    2004 among Parker Drilling Company, as Borrower, the Several
    Lenders Parties thereto, Lehman Brothers, Inc., as Sole Advisor,
    Sole Lead Arranger and Sole Bookrunner, Bank of America, N.A.,
    as Syndication Agent and Lehman Commercial Paper, Inc., as
    Administrative Agent dated March 1, 2006 (incorporated by
    reference to Exhibit 4(j) to Form 10-K, dated March 10,
    2006). 1




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ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES (continued)  EXHIBITNUMBER



DESCRIPTION4(f)



Second Amendment to the Credit Agreement dated December 20,
    2004 among Parker Drilling, as Borrower, the Several Lenders
    Parties thereto, Lehman Brothers, Inc., as Sole Advisor, Sole
    Lead Arranger and Sole Bookrunner, Bank of America, N.A., as
    Syndication Agent dated February 9, 2007 (incorporated by
    reference to Exhibit 10(c) to annual report on
    Form 10-K
    for the year ended December 31, 2006).4(g)



Indenture dated as of September 2, 2004, between the
    Company and JP-Morgan Chase Bank, as trustee, respecting the
    $150.0 million Senior Floating Rate Notes due 2010
    (incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 8-K,
    dated September 7, 2004).4(h)



Indenture, dated as of July 5, 2007, among Parker Drilling
    Company, the guarantors from time to time party thereto, and The
    Bank of New York Trust Company, N.A., with respect to the
    2.125% Convertible Senior Notes due 2013 (incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K
    filed on July 5, 2007).4(i)



Form of 2.125% Convertible Senior Note due 2013 (included
    in Exhibit 4(h)).4(j)



Amended and Restated Credit Agreement, dated as of
    September 20, 2007, among Parker Drilling Company, as
    Borrower, the several lenders from time to time thereto, Lehman
    Brothers Inc., as Sole Advisor, Sole Lead Arranger and Sole
    Bookrunner, Bank of America N.A., as Syndication Agent, and
    Lehman Commercial Paper Inc., as Administrative Agent
    (incorporated by reference to Exhibit 10.1 to report on
    Form 8-K
    dated September 25, 2007).4(k)



Credit Agreement, dated as of May 15, 2008, among Parker
    Drilling Company, as Borrower, , Bank of America, N.A., as
    Administrative Agent and L/C Issuer, the several banks and other
    financial institutions or entities from time to time parties
    thereto, ABN AMRO BANK N.V., as Documentation Agent, and Banc of
    America Securities LLC and Lehman Brothers Inc., as Joint Lead
    Arrangers and Book Managers (incorporated by reference to
    Exhibit 10.1 to the report on
    Form 8-K
    dated May 21, 2008.10(a)



Amended and Restated Parker Drilling Company Stock Bonus Plan,
    effective as of January 1, 1999 (incorporated herein by
    reference to Exhibit 10(a) to the Companys Quarterly
    Report on
    Form 10-Q
    for the three months ended March 31, 1999).10(b)



Parker Drilling Company Incentive Compensation Plan, dated
    December 17, 2008, and effective January 1,
    2008.*10(c)



1994 Parker Drilling Company Limited Deferred Compensation Plan
    (incorporated herein by reference to Exhibit 10(h) to
    Annual Report on
    Form 10-K
    for the year ended August 31, 1995).10(d)



1994 Non-Employee Director Stock Option Plan (incorporated
    herein by reference to Exhibit 10(i) to Annual Report on
    Form 10-K
    for the year ended August 31, 1995).10(e)



1994 Executive Stock Option Plan (incorporated herein by
    reference to Exhibit 10(j) to Annual Report on
    Form 10-K
    for the year ended August 31, 1995).10(f)



Parker Drilling Company and Subsidiaries 1991 Stock Grant Plan
    (incorporated by reference to Exhibit 10(c) to
    Form 10-K
    dated November 2, 1992).10(g)



Third Amended and Restated Parker Drilling 1997 Stock Plan
    effective July 24, 2002 (incorporated herein by reference
    to Exhibit 10(e) to Annual Report on
    Form 10-K
    dated March 20, 2003).10(h)



2005 Long Term Incentive Plan (2005 LTIP)
    (incorporated by reference to the Companys 2005 Proxy
    Statement dated March 22, 2005).10(i)



First Amendment to the 2005 LTIP (incorporated by reference to
    the Companys 2008 Proxy Statement dated March 21,
    2008).10(j)



Second Amendment to the 2005 LTIP, dated December 13,
    2008.*10(k)



Form of Indemnification Agreement entered into between Parker
    Drilling Company and each director and executive officer of
    Parker Drilling Company, dated on or about October 15, 2002
    (incorporated by reference to Exhibit 10(g) to
    Form 10-K
    dated March 12, 2004). 2




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ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES (continued)  EXHIBITNUMBER



DESCRIPTION10(l)



Form of Employment Agreement entered into between Parker
    Drilling Company and certain executive and other officers of
    Parker Drilling Company, (incorporated by reference to
    Exhibit 10(h) to
    Form 10-K
    dated March 17, 2003).10(m)



Form of Stock Option Award Agreement to the Third Amended and
    Restated Parker Drilling 1997 Stock Plan (incorporated by
    reference to Exhibit 10(m) to
    Form 10-K
    dated March 14, 2005).10(n)



Form of Stock Grant Award Agreement to the Third Amended and
    Restated Parker Drilling 1997 Stock Plan (incorporated by
    reference to Exhibit 10(n) to
    Form 10-K
    dated March 14, 2005).10(o)



Form of Restricted Stock Award Agreement under the 2005 LTIP
    (incorporated by reference to Exhibit 10.2 to
    Form 8-K
    dated May 1, 2005).10(p)



Form of Performance Based Restricted Stock Award Agreement under
    the 2005 LTIP (incorporated by reference to Exhibit 10.3 to
    Form 8-K
    dated May 1, 2005).10(q)



Form of Lease Agreement between Parker Drilling Management
    Services, Inc. entered into by the Robert L. Parker Sr. Family
    Limited Partnership and Robert L. Parker Jr. dated
    January 1, 2004 (incorporated by reference to
    Exhibit 10(a) to the
    Form 10-Q
    dated August 6, 2004).10(r)



Form of Personnel Services Contract between Parker Drilling
    Management Services, Inc. and the Robert L. Parker Sr. Family
    Limited Partnership and Robert L. Parker Jr. dated
    January 1, 2004 (incorporated by reference to
    Exhibit 10(b) to the
    Form 10-Q
    dated August 6, 2004).10(s)



Consulting Agreement between Parker Drilling Company and Robert
    L. Parker Sr. dated April 12, 2006 (incorporated by
    reference to Exhibit 10.1 to the
    Form 8-K
    dated April 12, 2006).10(t)



Amendment to Consulting Agreement between Parker Drilling
    Company and Robert L. Parker Sr., dated April 12,
    2008.*10(u)



Termination of Split Dollar Life Insurance Agreement between
    Parker Drilling Company, Robert L. Parker Sr., and Robert L.
    Parker Sr. and Catherine Mae Parker Family Trust under Indenture
    dated the 23rd day of July 1993, dated April 12, 2006
    (incorporated by reference to Exhibit 10.2 to the
    Form 8-K
    dated April 12, 2006).10(v)



Confirmation of Convertible Bond Hedge Transaction, dated as of
    June 28, 2007, by and between Parker Drilling Company and
    Bank of America, N.A (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(w)



Confirmation of Convertible Bond Hedge Transaction, dated as of
    June 28, 2007, by and between Parker Drilling Company and
    Deutsche Bank AG, London Branch (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(x)



Confirmation of Convertible Bond Hedge Transaction, dated as of
    June 28, 2007, by and between Parker Drilling Company and
    Lehman Brothers OTC Derivatives Inc. (incorporated by reference
    to Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(y)



Confirmation of Issuer Warrant Transaction dated as of
    June 28, 2007, by and between Parker Drilling Company and
    Bank of America, N.A. (incorporated by reference to
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(z)



Confirmation of Issuer Warrant Transaction, dated as of
    June 28, 2007, by and between Parker Drilling Company and
    Deutsche Bank AG, London Branch (incorporated by reference to
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(aa)



Confirmation of Issuer Warrant Transaction dated as of
    June 28, 2007, by and between Parker Drilling Company and
    Lehman Brothers OTC Derivatives Inc. (incorporated by reference
    to Exhibit 10.6 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(bb)



Amendment to Confirmation of Issuer Warrant Transaction dated as
    of June 29, 2007, by and between Parker Drilling Company
    and Bank of America, N.A. (incorporated by reference to
    Exhibit 10.7 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007).10(cc)



Amendment to Confirmation of Issuer Warrant Transaction, dated
    as of June 29, 2007, by and between Parker Drilling Company
    and Deutsche Bank AG, London Branch (incorporated by reference
    to Exhibit 10.8 to the Companys Current Report on
    Form 8-K
    filed on July 5, 2007). 3




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ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES (continued)  EXHIBITNUMBER



DESCRIPTION10(dd)



Amendment to Confirmation of Issuer Warrant Transaction, dated
    as of June 29, 2007, by and between Parker Drilling Company
    and Lehman Brothers OTC Derivatives Inc. (incorporated by
    reference to Exhibit 10.9 to the Companys Current
    Report on
    Form 8-K
    filed on July 5, 2007).21



Subsidiaries of the Registrant.*23.1



Consent of KPMG LLP  Independent Registered Public
    Accounting Firm.*23.2



Consent of PricewaterhouseCoopers LLP  Independent
    Registered Public Accounting Firm.*31.1



Robert L. Parker Jr., Chairman and Chief Executive Officer,
    Rule 13a-14(a)/15d-14(a)
    Certification.**31.2



W. Kirk Brassfield, Senior Vice President and Chief Financial
    Officer,
    Rule 13a-14(a)/15d-14(a)
    Certification.**32.1



Robert L. Parker Jr., Chairman and Chief Executive Officer,
    Section 1350 Certification.**32.2



W. Kirk Brassfield, Senior Vice President and Chief Financial
    Officer, Section 1350 Certification.**     
    
    - Management Contract, Compensatory Plan or Agreement.*
    
    - Filed as an Exhibit to our original report on
    Form 10-K
    for the year ended December 31, 2008, filed March 2,
    2009.**
    
    - Filed herewith. 4




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Report
    of Independent Registered Public Accounting Firm
     Form 10-K. Form 10-K.
             5




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PARKER
    DRILLING COMPANY AND SUBSIDIARIESSCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS(Dollars in Thousands)
  Balance


Chargedat


to cost


Charged





Balancebeginning


and


to other





at end ofClassifications

of year


expenses


accounts


Deductions


yearYear ended December 31, 2008Allowance for doubtful accounts and notes

$
3,152


$
76


$



$
59


$
3,169Reduction in carrying value of rig materials and supplies

$
2,607


$
(903
)

$



$
1,704


$
Deferred tax valuation allowance

$
6,391


$



$



$
1,835


$
4,556Year ended December 31, 2007Allowance for doubtful accounts and notes

$
1,481


$
1,975


$



$
304


$
3,152Reduction in carrying value of rig materials and supplies

$
4,337


$
(590
)

$



$
1,140


$
2,607Deferred tax valuation allowance

$



$



$
6,391


$



$
6,391Year ended December 31, 2006:Allowance for doubtful accounts and notes

$
1,639


$



$



$
158


$
1,481Reduction in carrying value of rig materials and supplies

$
3,451


$
1,200


$



$
314


$
4,337Deferred tax valuation allowance

$



$



$
18,026
(1)

$
18,026
(2)

$
     (1)
    
    During 2006 and prior to the
    reversal of the state valuation allowance, the Company completed
    a process of reconciling its Louisiana state income tax balance
    sheet for the purpose of properly adjusting its deferred tax
    assets and liabilities. As a result of this process, the Company
    recognized an additional net deferred tax asset of approximately
    $18.0 million. Additionally, the Company increased its
    valuation allowance by $18.0 million resulting in no impact
    to the net deferred tax asset.(2)
    
    This deduction relates to the
    reversal of the valuation allowance related to Louisiana state
    net operating loss carryforwards and other deferred tax assets
    resulting from the Companys return to profitability in
    Louisiana and expected future earnings performance. 6




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SIGNATURES    PARKER DRILLING COMPANY
 
  By:
    /s/  Robert
    L. Parker Jr. 
 
   
   
 7




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INDEX TO
    EXHIBITS
  EXHIBITNUMBER



DESCRIPTION10(b)




Parker Drilling Company Incentive Compensation Plan dated
    December 17, 2008, and effective January 1,
    2008.*10(j)




Second Amendment to the 2005 LTIP, dated December 13,
    2008.*10(t)




Amendment to Consulting Agreement between Parker Drilling
    Company and Robert L. Parker Sr. dated April 12,
    2008.*21




Subsidiaries of the Registrant.*23
.1



Consent of KPMG LLP  Independent Registered Public
    Accounting Firm.*23
.2



Consent of PricewaterhouseCoopers LLP  Independent
    Registered Public Accounting Firm.*31
.1



Robert L. Parker Jr., Chairman and Chief Executive Officer,
    Rule 13a-14(a)/15d-14(a)
    Certification.**31
.2



W. Kirk Brassfield, Senior Vice President and Chief Financial
    Officer,
    Rule 13a-14(a)/15d-14(a)
    Certification.**32
.1



Robert L. Parker Jr., Chairman and Chief Executive Officer,
    Section 1350 Certification.**32
.2



W. Kirk Brassfield, Senior Vice President and Chief Financial
    Officer, Section 1350 Certification.**     
    
    - Management Contract, Compensatory Plan or Agreement.*
    
    - Filed as an Exhibit to our original report on
    Form 10-K
    for the year ended December 31, 2008, filed March 2,
    2009.**
    
    - Filed herewith.