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Exhibit 1.1
 $115,000,000 AGGREGATE PRINCIPAL AMOUNT
 PARKER DRILLING COMPANY
 2.125% CONVERTIBLE SENIOR NOTES
 DUE 2012
 UNDERWRITING AGREEMENT
 dated June 28, 2007
 BANC OF AMERICA SECURITIES LLC
 As Representative of the several Underwriters




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Underwriting Agreement
  
  Schedule A
 2 3
  Section 1. Representations, Warranties and Covenants of the Company.
  1




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Schedule
B
       2




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3




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Schedule C
   4




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5




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6




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7




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8




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9




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10




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11




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12




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13




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Section 2. Purchase, Sale and Delivery of the Notes
 The Firm Notes
 14




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Schedule A
 The Closing Date
 The Optional Notes; any Subsequent Closing Date Schedule A
 Payment for the Notes
 Delivery of the Notes
 15




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Section 3. Covenants of the Company
  Representatives Review of Proposed Amendments and Supplements
 Securities Act Compliance
 16




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Exchange Act Compliance
 Amendments and Supplements to the Registration Statement, Disclosure Package and
Prospectus and Other Securities Act Matters.
 Permitted Free Writing Prospectuses Schedule B
 Copies of the Registration Statement, the Prospectus and Any Amendments and Supplements to
the Prospectus.
 17




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Blue Sky Compliance
 Use of Proceeds
 Transfer Agent
 Earnings Statement.
 DTC
 Periodic Reporting Obligations.
 Available Conversion Shares
 Conversion Price
 Listing of Conversion Shares
 Agreement Not to Offer or Sell Additional Securities
 18




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provided, however,
 Compliance with Applicable Law
 Future Reports to Stockholders
 Future Reports to the Representative
 Investment Limitation
 19




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No Manipulation of Price
 Written Information Concerning the Offering
 Company to Provide Interim Financial Statements and Other Information
 Lock-Up Agreements
 Final Term Sheet Schedule B
 Section 4. Payment of Expenses
  20




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Section 5. Conditions of the Obligations of the Underwriters
  KPMG Comfort Letter Exhibit
A-1
 PricewaterhouseCoopers Comfort Letter Exhibit A-2
 Compliance with Registration Requirements; No Stop Order; No Objection from NASD
   21




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No Material Adverse Change
    Opinions of Counsel for the Company Exhibit B Exhibit C Exhibit D Exhibit E
 Opinion of Counsel for the Underwriters
 22




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Officers Certificate
    KPMG Bring-down Comfort Letter
 PricewaterhouseCoopers Bring-down Comfort Letter
 Lock-Up Agreements from Officers and Directors of the Company Schedule D Schedule E
 23




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Listing Approval
 Indenture
 Additional Documents
  Section 6. Reimbursement of Underwriters Expenses
  Section 7. Indemnification
 Indemnification of the Underwriters
 24




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provided, however,
 Indemnification of the Company, its Directors and Officers
 25




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Notifications and Other Indemnification Procedures
 Settlements
 26




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Section 8. Contribution
   27




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Schedule A
 Section 9. Default of One or More of the Several Underwriters
 Schedule A
  28




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Section 10. Termination of this Agreement
  Section 11. No Advisory or Fiduciary Responsibility
  29




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Section 12. Research Analyst Independence
  Section 13. Representations and Indemnities to Survive Delivery
  30




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Section 14. Notices
   
  
  
  
  Section 15. Successors and Assigns
  31




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Section 16. Partial Unenforceability
  Section 17. Governing Law Provisions
  Section 18. General Provisions
   32




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Very truly yours,PARKER DRILLING COMPANYBy:
    
    /s/ W. Kirk BrassfieldName:
    
    W. Kirk BrassfieldTitle:
    
    Senior Vice President and Chief Financial OfficerANACHORETA, INC
CANADIAN RIG LEASING, INC.
CHOCTAW INTERNATIONAL RIG CORP.
CREEK INTERNATIONAL RIG CORP.
DGH, INC.
INDOCORP OF OKLAHOMA, INC.
PARDRIL, INC.
PARKER AVIATION, INC.
PARKER DRILLEX, LLC
PARKER DRILLING COMPANY EASTERN
    HEMISPHERE, LTD.
PARKER DRILLING COMPANY INTERNATIONAL
    LIMITED
PARKER DRILLING COMPANY LIMITED LLC
PARKER DRILLING COMPANY NORTH AMERICA,
    INC.
PARKER DRILLING COMPANY OF ARGENTINA,
    INC.
PARKER DRILLING COMPANY OF BOLIVIA, INC.
PARKER DRILLING COMPANY OF MEXICO, LLC
PARKER DRILLING COMPANY OF NIGER
PARKER DRILLING COMPANY OF OKLAHOMA,
    INCORPORATED
PARKER DRILLING COMPANY OF SOUTH
    AMERICA, INC.
PARKER DRILLING COMPANY EURASIA, INC.




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PARKER DRILLING OFFSHORE CORPORATION
PARKER DRILLING OFFSHORE USA, L.L.C.
PARKER DRILLING PACIFIC RIM, INC.
PARKER NORTH AMERICA OPERATIONS, INC.
PARKER TECHNOLOGY, INC.
PARKER TECHNOLOGY, L.L.C.
PARKER TOOLS, LLC
PARKER USA DRILLING COMPANY
PARKER USA RESOURCES, LLC
PARKER-VSE, INC.
QUAIL USA, LLC
SELECTIVE DRILLING CORPORATION
UNIVERSAL RIG SERVICE LLCBy:
    
    /s/ David W. TuckerName:
    
    David W. TuckerTitle:
    
    Vice President and Treasurer
 PARKER DRILLING (KAZAKSTAN), LLCBy:
    
    PD Dutch Holdings C.V., its sole memberBy:
    
    Parker 5272, LLC, its sole memberBy:
    
    PD International Holdings C.V., its sole memberBy:
    
    Parker Rigsource, LLC, its managing general partnerBy:
    
    Parker Drilling Pacific Rim, Inc., its sole memberBy:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer




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PARKER DRILLING COMPANY INTERNATIONAL, LLCBy:
    
    PD Dutch Holdings C.V., its sole memberBy:
    
    Parker 5272, LLC, its sole memberBy:
    
    PD International Holdings C.V., its sole memberBy:
    
    Parker Rigsource, LLC, its managing general partnerBy:
    
    Parker Drilling Pacific Rim, Inc., its sole memberBy:
    
    /s/ David W. TuckerName: David W. Tucker 
Title: Vice President and Treasurer
 PARKER DRILLING COMPANY OF NEW GUINEA, LLCBy:
    
    PD Selective Holdings C.V., its sole memberBy:
    
    Parker 3source, LLC, its general partnerBy:
    
    PD Offshore Holdings C.V., its sole memberBy:
    
    Parker Drillserv, LLC, its managing general partnerBy:
    
    Parker Drilling Eurasia, Inc., its sole memberBy:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer
 PARKER DRILLING COMPANY OF SINGAPORE, LLCBy:
    
    PD Selective Holdings C.V., its sole memberBy:
    
    Parker 3source, LLC, its general partnerBy:
    
    PD Offshore Holdings C.V., its sole memberBy:
    
    Parker Drillserv, LLC, its managing general partnerBy:
    
    Parker Drilling Eurasia, Inc., its sole memberBy:
    
    /s/ David W. TuckerName: David W. TuckerTitle: Vice President and Treasurer




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PARKER DRILLING MANAGEMENT SERVICES, INC.By:
    
    /s/ David W. TuckerName:
    
    David W. TuckerTitle:
    
    PresidentPARKER DRILLSERV, LLCPARKER DRILLTECH, LLCPARKER RIGSOURCE, LLCBy:
    
    /s/ Steven L. CarmichaelName:
    
    Steven L. CarmichaelTitle:
    
    Vice President and SecretaryPARKER INTEX, LLCBy:
    
    /s/ Steven P. GrangerName:
    
    Steven P. GrangerTitle:
    
    Vice President and TreasurerPARKER OFFSHORE RESOURCES, L.P.By:
    
    Parker Drilling Management Services,Inc., its general partnerBy:
    
    /s/ David W. TuckerName:
    
    David W. TuckerTitle:
    
    PresidentPD MANAGEMENT RESOURCES, L.P.By:
    
    Parker Drilling Management Services,Inc., its general partnerBy:
    
    /s/ David W. TuckerName:
    
    David W. TuckerTitle:
    
    Vice President and Treasurer




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QUAIL TOOLS, L.P.By:
    
    Quail USA, LLC, its general partnerBy:
    
    /s/ David W. TuckerName:
    
    David W. TuckerTitle:
    
    Vice President and Treasurer
  BANC OF AMERICA SECURITIES LLCActing as Representative of theseveral Underwriters named inthe attached Schedule A.By:
    
    /s/ Thomas MorrisonName: Thomas MorrisonTitle:   Managing Director  Head of Equity Syndicate




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SCHEDULE A
 Aggregate PrincipalAmount of Firm NotesUnderwriters
    
    to be PurchasedBanc of America Securities LLC
    
    $
    69,000,000Deutsche Bank Securities Inc.
    
    
    34,500,000Lehman Brothers Inc.
    
    
    11,500,000Total
    
    $
    115,000,000
 A-1




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SCHEDULE B
 
 Issuer:
    
    Parker Drilling Company (NYSE symbol: PKD)Title of securities:
    
    2.125% Convertible Senior Notes due 2012Issue price:
    
    100%Aggregate principal 
amount offered:
    
    $115,000,000Option to purchase
additional notes:
    
    $10,000,000Maturity:
    
    July 15, 2012, unless earlier converted, redeemed or repurchasedAnnual interest 
rate:
    
    2.125% per annum, accruing from settlement dateInterest payment 
dates:
    
    January 15 and July 15 of each year, beginning January 15, 2008NYSE closing price
on June 28, 2007:
    
    $10.45Conversion rights:
    
    Holders may elect to convert the notes subject to the terms and upon satisfaction of one or more of the conditions described in the preliminary prospectus,
including at any time on or after April 15, 2012 until the close of business on the second business day immediately preceding the maturity dateInitial conversion 
price:
    
    Approximately $13.85 per share of common stock, subject to adjustmentInitial conversion 
rate:
    
    72.2217 shares of common stock per $1,000 principal amount of notes, subject to adjustmentUse of proceeds:
    
    The Company intends to apply the net proceeds from the offering for the following uses: (i) approximately $10.3 million (and additional proceeds if the
underwriters exercise their over-
 B-1




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allotment option to purchase additional notes) to pay the net cost of the convertible note hedge and warrant transactions;
(ii) approximately $101.0 million, together with available cash, as necessary, to redeem all of the outstanding $100.0 million aggregate principal amount of
the Companys senior floating rate notes due 2010 at a redemption price of 101% of the principal amount thereof in September 2007; and (iii) any remaining
proceeds for general corporate purposes.Pending these uses, the Company intends to invest the net proceeds in short-term, investment grade, interest-bearing securities.Trade date:
    
    June 28, 2007Settlement date:
    
    July 5, 2007CUSIP:
    
    701081AR2Adjustment to
conversion rate
upon a fundamental
change:
    
    If a fundamental change occurs prior to the maturity date and a holder elects to convert its notes in connection with such transaction, and unless the
Company elects to adjust the applicable conversion rate and related conversion obligation so that the notes are convertible into shares of the acquiring or
surviving entity, as described under Description of NotesConversion After a Public Acquirer Fundamental Change, the Company will deliver a number of
additional shares for the notes surrendered for conversion in connection with the fundamental change as described in the prospectus.

The following table sets forth the stock price, effective date and number of additional shares per $1,000 principal amount of notes as described more fully
under Description of NotesAdditional Shares:
 Stock Price
 Effective Date$10.45
    
    $12.00
    
    $13.85
    
    $15.00
    
    $17.50
    
    $20.00
    
    $25.00
    
    $30.00
    
    $35.00
    
    $40.00
    
    $50.00
    
    $60.00June 28, 2007
    
    
    23.4720
    
    
    
    17.6450
    
    
    
    12.9696
    
    
    
    10.8916
    
    
    
    7.7269
    
    
    
    5.6833
    
    
    
    3.3863
    
    
    
    2.1966
    
    
    
    1.5069
    
    
    
    1.0708
    
    
    
    0.5703
    
    
    
    0.3050July 15, 2008
    
    
    23.4720
    
    
    
    17.0366
    
    
    
    12.1754
    
    
    
    10.0383
    
    
    
    6.8583
    
    
    
    4.9033
    
    
    
    2.7743
    
    
    
    1.7460
    
    
    
    1.1754
    
    
    
    0.8258
    
    
    
    0.4337
    
    
    
    0.2278July 15, 2009
    
    
    23.4720
    
    
    
    16.2991
    
    
    
    11.1631
    
    
    
    8.9583
    
    
    
    5.7932
    
    
    
    3.9368
    
    
    
    2.0783
    
    
    
    1.2540
    
    
    
    0.8326
    
    
    
    0.5823
    
    
    
    0.3049
    
    
    
    0.1566July 15, 2010
    
    
    23.4720
    
    
    
    15.1866
    
    
    
    9.7061
    
    
    
    7.4250
    
    
    
    4.3486
    
    
    
    2.6948
    
    
    
    1.2503
    
    
    
    0.7216
    
    
    
    0.4783
    
    
    
    0.3408
    
    
    
    0.1837
    
    
    
    0.0936July 15, 2011
    
    
    23.4720
    
    
    
    13.4433
    
    
    
    7.3090
    
    
    
    4.9850
    
    
    
    2.2012
    
    
    
    1.0383
    
    
    
    0.3447
    
    
    
    0.1970
    
    
    
    0.1412
    
    
    
    0.1073
    
    
    
    0.0609
    
    
    
    0.0300July 15, 2012
    
    
    23.4720
    
    
    
    11.1116
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
 Notwithstanding the foregoing, in no event will the maximum conversion rate exceed 95.6937 per $1,000 principal amount of notes, subject to adjustment
in the same manner as the conversion rate as set forth under Description of NotesConversion Rate Adjustments.


The exact stock prices and effective dates may not be set forth in the table above, in which case:     if the stock price is between two stock price amounts in the table or the effective date is between two effective dates in
the table, the
number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower
stock price amounts and the two dates, as applicable, based on a 365-day year;     if the stock price is in excess of $60.00 per share (subject to adjustment), no additional shares will be added to the
conversion rate; and     if the stock price is less than $10.45 per share (subject to adjustment), no additional shares will be added to the
conversion rate.
 B-2




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Adjustment to
conversion rate
upon a specified
accounting change:
    
    If the Company chooses to redeem the notes upon a specified accounting change, as described under Description of NotesOptional Redemption upon a Specified
Accounting Change, and a holder chooses to convert such holders notes as described under Description of NotesConversion in Connection with a Redemption
upon a Specified Accounting Change, the Company will pay, to the extent described below, a make whole premium in the form of an increase in applicable
conversion rate, if the holder converts its notes between the date the Company gives notice of the redemption and the day prior to the redemption date. Any
make whole premium will have the effect of increasing the amount of cash or shares otherwise due to holders of notes upon conversion as described under
Description of NotesConversion RightsGeneral. The increase in the applicable conversion rate will be equal to the sum of (A) the number of shares
indicated in the table above where the applicable effective date is the proposed redemption date and the applicable stock price is the average of the
closing prices of the Companys common stock for each of the ten trading days ending the third trading day prior to the redemption date, referred to as the
Average Price, and (B) an additional number of shares of common stock equal to $20 per $1,000 principal of notes divided by the Average Price.Notwithstanding the foregoing, in no event will the maximum conversion rate exceed 95.6937 per $1,000 principal amount of notes, subject to adjustments in
the same manner as the conversion rate as set forth under Description of NotesConversion Rate Adjustments.To the extent the Average Price is not one of the stock prices and/or the proposed redemption date is not one of the effective dates set forth on the table
under Description of NotesAdditional Shares, relevant adjustments shall be made in the same manner as indicated in the paragraphs beneath the table under
Description of NotesAdditional Shares.
   The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send to you the prospectus if you request it by
calling toll-free 1-800-294-1322 or you may e-mail a request to
dg.prospectus_distribution@bofasecurities.com.
  B-3




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SCHEDULE C
 List of Significant Subsidiaries
 
 C-1




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SCHEDULE D
  
   2 3
  D-1




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Very truly yours,(Signature)(Printed Name)(Address)
 D-2




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SCHEDULE E
  Directors
 Officers
 E-1




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EXHIBIT A-1
 [Form of Comfort Letter of KPMG LLP]
 Exhibit A-1-1




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EXHIBIT A-2
 [Form of Comfort Letter of PricewaterhouseCoopers LLP]
 Exhibit A-2-1




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EXHIBIT B
 [Form of Opinion of Bracewell & Guiliani LLP]
 Exhibit B-1




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EXHIBIT C
 [Form of Opinion of Ronald C. Potter]
 Exhibit C-1




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EXHIBIT D
 [Form of Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.]
 Exhibit D-1




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EXHIBIT E
 [Form of Opinion of Kummer Kaempfer Bonner Renshaw & Ferrario]
 Exhibit E-1