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                                                                   Exhibit 10.15


                                 GREY WOLF, INC
               AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTS

                                November 13, 2001


         THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this
"Agreement") is by and between Grey Wolf, Inc. (the "Corporation"), a Texas
Corporation, and EMPNAME (the "Optionee"), and is an amendment to all of those
certain Non-Qualified Stock Option Agreements entered into by and between the
Corporation and the Optionee as more particularly described on Exhibit "A"
hereto (the "Original Option Agreements") pursuant to the Corporation's 1996
Employee Stock Option Plan dated effective July 29, 1996 (the "Plan").

         WHEREAS, the Corporation granted certain options to Optionee under the
Plan as more particularly described on Exhibit "A" hereto; and

         WHEREAS, the Board of Directors of the Corporation has approved certain
changes to the Original Option Agreements in this Agreement pursuant to that
certain Consent of Directors dated November 13, 2001; and

         WHEREAS, the Corporation and the Optionee deem it desirable, for and in
the best interests of the parties to this Agreement, to modify the Original
Option Agreements as provided herein.

         NOW THEREFORE BE IT RESOLVED, that the Corporation and the Optionee do
hereby agree to amend the Original Option Agreements as follows:

         1. Corporate Proceedings of the Corporation. Section 9(b) and 9(c) of
the Original Option Agreements shall be deleted in their entirety and the
following new Sections 9(b) and 9(c) substituted therefor and new Section 9(f)
shall be added:

                  "9. Corporate Proceedings of the Corporation.

                           (b) If the Corporation merges into or with or
                  consolidates with (such events collectively referred herein as
                  a "Merger") any corporation or corporations and is not the
                  surviving corporation, then the Corporation shall cause the
                  surviving corporation to assume the Option or substitute a new
                  option of the surviving corporation for the Option (with an
                  Exercise Period at least equal to the period remaining until
                  the Expiration Date for the Option). In the event that the
                  Option is assumed or a new option of the surviving corporation
                  is substituted for the Option (i) if, on the effective date of
                  the Merger, the Option is "in the money" the excess of the
                  aggregate fair market value of the shares subject to the
                  Option immediately after such assumption, or the new option
                  immediately after such substitution, over the aggregate
                  Exercise Price of such shares must be, based upon a good faith
                  determination by the Board of Directors of the Corporation,
                  not less than the excess of the aggregate fair market value of
                  the Common Stock subject to the Option immediately before such
                  substitution or assumption over the aggregate Exercise Price

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                  of such Common Stock and (ii) if, on the effective date of the
                  Merger, the Option is "out of the money" the excess of the
                  aggregate Exercise Price of the shares subject to the Option
                  immediately after such assumption, or the new option
                  immediately after such substitution over the fair market value
                  of such shares must be, based upon a good faith determination
                  by the Board of Directors of the Corporation, not more than
                  the excess of the aggregate Exercise Price of the Common Stock
                  subject to the Option immediately before such assumption or
                  substitution over the aggregate fair market value of such
                  Common Stock.

                           (c) In the event of a dissolution or liquidation of
                  the Corporation, the Corporation shall cause written notice of
                  such dissolution or liquidation (and the material terms and
                  conditions thereof) to be delivered to the Optionee at least
                  ten (10) days prior to the proposed effective date (the
                  "Effective Date") of such event. The Optionee shall be
                  entitled to exercise the Option (as to all Option Shares,
                  whether or not the Option is then otherwise exercisable under
                  Section 2) until the Effective Date, or until the Expiration
                  Date if earlier. Any Option which has not been exercised on or
                  before the Effective Date shall terminate.

                           (f) In the event that neither the shares of stock of
                  the Corporation nor shares of stock of the surviving
                  corporation are listed on an established exchange as a result
                  of a "going private" transaction, the Fair Market Value of the
                  Option (as of all Option Shares, whether or not the Option is
                  then exercisable under Section 2) shall be determined as soon
                  as practicable after completion of the "going private"
                  transaction. Optionee shall be paid the Fair Market Value of
                  such Option by cashiers check or wire transfer of immediately
                  available funds within ten (10) days after the determination
                  of such Fair Market Value. The Option shall terminate upon
                  receipt of such payment by the Optionee. For purposes of this
                  Section 9(f), the "Fair Market Value" of the Option purchased
                  shall be determined as follows: (i) If the Optionee and the
                  Corporation can agree on the Fair Market Value of the Option
                  within fifteen (15) days following completion of the going
                  private transaction, the Fair Market Value will be the agreed
                  value of the Option; (ii) If the Optionee and Corporation
                  cannot agree on the Fair Market Value of the Option, the value
                  will be determined as follows: (1) Each party shall, within
                  thirty (30) days following completion of the going private
                  transaction, provide written notice of the appointment of an
                  appraiser to the other party. If the parties appoint the same
                  appraiser or if only one appraiser is timely appointed, then
                  the timely appointed appraiser shall be the only appraiser and
                  shall prepare and deliver the appraised value of the Option
                  taking into consideration the "Black-Scholes" method of
                  valuation of such Option within thirty (30) days following its
                  appointment; (2) If the parties each timely appoint different
                  appraisers, such appraisers shall agree upon a third appraiser
                  within fifteen (15) days following their appointment. If such
                  appraisers cannot agree upon a third appraiser within fifteen
                  (15) days following their appointment, either the Optionee or
                  the Corporation may petition any United States federal
                  district court in the Southern District of Texas to appoint
                  such appraiser; (3) Each appraiser shall complete his
                  appraisal of the Option taking into consideration the
                  "Black-Scholes" method of valuation of such Option and deliver
                  a copy of his written appraisal to the Optionee



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                  and the Corporation within thirty (30) days of such
                  appraiser's appointment; (4) If there is more than one
                  appraiser, the Fair Market Value shall be the mathematical
                  average of the two closest appraisals; (5) Each appraiser
                  appointed hereunder shall have been actively involved in the
                  business of valuing and appraising companies in the oil and
                  gas service industry for the five year period immediately
                  preceding the date of appointment; and (6) The parties
                  understand and agree that the value of the Option is dependent
                  upon a valuation of the Corporation and that the appraisers
                  shall have access to the business records, assets and
                  properties of the Corporation as they may reasonably request
                  for the purpose of appraising the value of the Option."

         2. Termination. Section 11 of the Original Option Agreements shall be
deleted in their entirety and the following new Section 11 substituted therefor:

         "11. Termination.

                           (a) Except as otherwise provided in this Section 11,
                  if the Optionee ceases to be employed by the Corporation, or a
                  parent or subsidiary corporation of the Corporation, and prior
                  to such cessation, the Optionee was employed at all times from
                  the date of the granting of the Option until the date of such
                  cessation, the Option must be exercised by the Optionee (to
                  the extent that the Optionee is entitled to do so at the date
                  of cessation) within three (3) months following the date of
                  cessation of employment, subject to the Expiration Date;
                  provided, however, that if the Optionee is terminated for
                  cause, the Option will immediately terminate. Notwithstanding
                  the foregoing, the Corporation may, in its sole discretion,
                  extend for a reasonable period the time in which the Optionee
                  may exercise the Option after the date of cessation of
                  employment, subject to the Expiration Date.

                           (b) If the Optionee becomes permanently and totally
                  disabled, as hereinafter defined, while employed by the
                  Corporation or a parent or subsidiary corporation of the
                  Corporation, and prior to such disability the Optionee was
                  employed at all times from the date of the granting of the
                  Option until the date of disability, the Option must be
                  exercised by the Optionee (to the extent that the Optionee is
                  entitled to do so at the date of disability) at any time on or
                  before: (i) the Expiration Date, if the Corporation determines
                  that the Optionee is permanently or totally disabled within
                  one (1) year after the date a Change of Control of the
                  Corporation shall be deemed to have occurred; or (ii) three
                  years after the Corporation determines the Optionee is
                  permanently or totally disabled, if such determination occurs
                  at any time other than within one (1) year after the date of a
                  Change of Control of the Corporation shall be deemed to have
                  occurred, and if not so exercised, the Option shall thereupon
                  terminate.

                           "Permanently and totally disabled" 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
                  twelve (12) months. In the absence of any specific
                  requirements for this determination, the decision of the



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                  Corporation, as aided by any physicians designated by the
                  Corporation shall be conclusive and the Corporation shall send
                  written notice to the Optionee of the determination that the
                  Optionee has become permanently and totally disabled.

                           (c) If the Optionee dies while employed by the
                  Corporation or a parent or subsidiary corporation of the
                  Corporation, and prior to death the Optionee was employed at
                  all times from the date of the granting of the Option until
                  the date of death, the Option must be exercised (to the extent
                  that the Optionee is entitled to do so at the date of death)
                  by a legatee or legatees of the Optionee under the Optionee's
                  will, or by the Optionee's personal representatives or
                  distributes, at any time on or before: (i) the Expiration
                  Date, if Optionee dies within one (1) year after the date a
                  Change of Control of the Corporation shall be deemed to have
                  occurred; or (ii) three years after the Optionee dies, if the
                  Optionee dies at any time other than within one (1) year after
                  the date a Change of Control of the Corporation shall be
                  deemed to have occurred and if not so exercised, the Option
                  shall thereupon terminate.

                           (d) Notwithstanding the foregoing, the Optionee may
                  exercise the Option as to all of the Option Shares (whether
                  previously exercisable or not) on or before the Expiration
                  Date if (i) a Change of Control of the Corporation shall be
                  deemed to have occurred and (ii) within one (1) year after the
                  date a Change of Control of the Corporation shall be deemed to
                  have occurred, Optionee's employment with the Corporation or a
                  parent or subsidiary corporation of the Corporation is
                  terminated for any reason other than (a) voluntary resignation
                  or retirement, (b) death or permanent and total disability, or
                  (c) Cause.

                           (e) Notwithstanding the foregoing, the Optionee may
                  exercise the Option as to all of the Option Shares (to the
                  extent the Optionee is entitled to do so at the date Optionee
                  ceases employment with the Corporation or a parent or
                  subsidiary corporation of the Corporation) on or before three
                  years after the date Optionee ceases employment with the
                  Corporation or a parent or subsidiary corporation of the
                  Corporation if Optionee's employment with the Corporation or a
                  parent or subsidiary corporation of the Corporation is
                  terminated at any time other than within one (1) year after
                  that date a Change of Control of the Corporation shall be
                  deemed to have occurred for any reason other than (a)
                  voluntary resignation or retirement, (b) death or permanent or
                  total disability, or (c) Cause.

                           For the purposes of this Agreement, a "Change of
                  Control of the Corporation" shall be deemed to have occurred
                  if after the effective date of this Agreement (i) any "person"
                  (as such term is used in Sections 13(d) and 14(d) of the
                  Securities Exchange Act of 1934 (the "Act")) is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the Act),
                  directly or indirectly, of securities of the Corporation
                  representing 35% or more of the combined voting power of the
                  Corporation's then outstanding securities; (ii) there occurs a
                  proxy contest or a consent solicitation, or the Corporation is
                  a party to a merger, consolidation, sale of assets, plan of
                  liquidation or other reorganization as a consequence of which
                  members of the Board of Directors in office immediately prior
                  to such transaction or event constitute less


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                  than a majority of the Board of Directors thereafter; or (iii)
                  during any period of two consecutive years, other than as a
                  result of an event described in clause (ii) of this paragraph,
                  individuals who at the beginning of such period constituted
                  the Board of Directors (including for this purpose any new
                  director whose election or nomination for election by the
                  Corporation's stockholders was approved by a vote of at least
                  a majority of the directors then still in office who were
                  directors at the beginning of such period) cease for any
                  reason to constitute at least a majority of the Board of
                  Directors.

                           For the purposes of this Agreement, the term "Cause"
                  shall mean and include (i) chronic alcoholism or controlled
                  substance abuse as determined by a doctor mutually acceptable
                  to the Corporation and the Optionee, (ii) an act of proven
                  fraud or dishonesty on the part of the Optionee with respect
                  to the Corporation or its subsidiaries; (iii) knowing and
                  material failure by the Optionee to comply with material
                  applicable laws and regulations relating to the business of
                  the Corporation or its subsidiaries; (iv) the Optionee's
                  material and continuing failure to perform (as opposed to
                  unsatisfactory performance) his duties to the Corporation
                  except, in each case, where such failure is caused by the
                  illness or other similar incapacity or disability of the
                  Optionee; or (v) conviction of a crime involving moral
                  turpitude or a felony. Prior to the effectiveness of
                  termination for Cause under subclause (i), (ii), (iii) or (iv)
                  above, the Optionee shall be given thirty (30) days prior
                  notice from the Board specifically identifying the reasons
                  which are alleged to constitute Cause hereunder and an
                  opportunity to be heard by the Board in the event Optionee
                  disputes such allegations.

                           If the Optionee is a party to a written employment
                  agreement with the Corporation and that employment agreement
                  provides that Optionee's employment with the Corporation may
                  be terminated without cause as defined in the employment
                  agreement, any such termination without cause shall not be
                  considered a "voluntary resignation" for the purposes of this
                  Agreement.

                           Nothing in (a), (b), (c) (d) or (e) shall extend the
                  time for exercising the Option granted pursuant to this
                  Agreement beyond the Expiration Date."

         3. In all other respect, the terms and provisions of the Original
Option Agreements are hereby reaffirmed by the Corporation and the Optionee.



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         IN WITNESS WHEREOF, the parties have executed this Amendment to
Non-Qualified Stock Option Agreements as of the date first above written.

                                     GREY WOLF, INC.

                                     By:_______________________________
                                     Name:   DAVID W. WEHLMANN
                                     Title:  SENIOR VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER

                                     OPTIONEE

                                     __________________________________
                                     Name: {EMPNAME}




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