UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-Q
    (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 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
    incorporation or organization)

(I.R.S. Employer
    Identification No.)    1401
    Enclave Parkway, Suite 600, Houston, Texas 77077 (Address
    of principal executive offices) (Zip code)
   (281) 406-2000 (Registrants
    telephone number, including area code)
   þ o
  Rule 12b-2 þ o
    Large accelerated filer
    þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
  PagePart I.


Financial Information


3Item 1. Financial Statements


3Consolidated Condensed Balance Sheets (Unaudited) March 31,
    2008 and December 31, 2007


3Consolidated Condensed Statements of Operations (Unaudited)
    Three Months Ended March 31, 2008 and 2007


4Consolidated Condensed Statements of Cash Flows (Unaudited)
    Three Months Ended March 31, 2008 and 2007


5Notes to the Unaudited Consolidated Condensed Financial
    Statements


6Item 2. Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 3. Quantitative and Qualitative Disclosures about
    Market RiskItem 4. Controls and Procedures


27Part II.


Other Information


27Item 1. Legal Proceedings


27Item 1A. Risk Factors


27Item 2. Changes in Securities, Use of Proceeds and Issuer
    Purchases of Equity Securities


28Item 3. Defaults Upon Senior Securities


28Item 4. Submission of Matters to a Vote of Security Holders


28Item 5. Other Information


29Item 6. Exhibits


29Signatures


30Officer Certifications  2




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##### 



PART I.
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATED
    CONDENSED BALANCE SHEETS
  March 31,


December 31,2008


2007(Dollars in thousands) (Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
44,733


$
60,124Accounts and notes receivable, net


181,011



166,706Rig materials and supplies


25,678



24,264Deferred costs


9,552



7,795Deferred income taxes


9,423



9,423Other tax assets


27,526



32,532Other current assets


25,744



22,339Total current assets


323,667



323,183Property, plant and equipment less accumulated depreciation and
    amortization of $634,109 at March 31, 2008 and $628,079 at
    December 31, 2007


600,200



585,888Goodwill


100,315



100,315Investment in and advances to unconsolidated joint venture


2,000



(4,353
)Deferred income taxes


23,396



40,121Other noncurrent assets


33,060



31,833Total assets

$
1,082,638


$
1,076,987LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
35,000


$
20,000Accounts payable and accrued liabilities


85,107



87,352Accrued income taxes


18,724



16,828Total current liabilities


138,831



124,180Long-term debt


353,559



353,721Other long-term liabilities


20,675



56,318Long-term deferred tax liability


8,250



8,044Contingencies (Note 11)






Stockholders equity:Common stock


18,749



18,653Capital in excess of par value


596,481



593,866Accumulated deficit


(53,907
)


(77,795
)Total stockholders equity


561,323



534,724Total liabilities and stockholders equity

$
1,082,638


$
1,076,987    3




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
 CONSOLIDATED
    CONDENSED STATEMENTS OF OPERATIONS  Three Months Ended March 31,2008

2007(Dollars in thousands except pershare and weighted average sharesoutstanding)(Unaudited)Drilling and rental revenues:U.S. drilling

$
45,888


$
60,978International drilling


68,740



41,914Project management and engineering services


19,179



18,406Rental tools


39,471



29,975Total drilling and rental revenues


173,278



151,273Drilling and rental operating expenses:U.S. drilling


21,522



26,749International drilling


52,621



29,729Project management and engineering services


15,661



16,066Rental tools


15,818



11,163Depreciation and amortization


26,166



18,059Total drilling and rental operating expenses


131,788



101,766Drilling and rental operating income


41,490



49,507General and administration expense


(6,668
)


(5,888
)Gain on disposition of assets, net


579



16,404Total operating income


35,401



60,023Other income and (expense):Interest expense


(5,690
)


(6,330
)Changes in fair value of derivative positions






(381
)Interest income


368



1,784Equity in loss of unconsolidated joint venture and related
    charges, net of tax


(1,105
)


Minority interest






(1,000
)Other


60



7Total other income and (expense)


(6,367
)


(5,920
)Income before income taxes


29,034



54,103Income tax (benefit) expense:Current


(10,643
)


22,012Deferred


15,789



2,097Total income tax (benefit) expense


5,146



24,109Net income

$
23,888


$
29,994Basic earnings per share:Net income

$
0.22


$
0.28Diluted earnings per share:Net income

$
0.21


$
0.27Number of common shares used in computing earnings per share:Basic


110,546,311



107,743,870Diluted


111,481,301



109,464,663    4




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
 CONSOLIDATED
    CONDENSED STATEMENTS OF CASH FLOWS  Three Months Ended March 31,2008


2007(Dollars in thousands)(Unaudited)Cash flows from operating activities:Net income

$
23,888


$
29,994Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


26,166



18,059Gain on disposition of assets


(579
)


(16,404
)Equity loss in unconsolidated joint venture and related charges,
    net of tax


1,105



Deferred income tax expense


15,789



2,097Expenses not requiring cash


2,945



2,796Change in accounts receivable


(12,485
)


(10,435
)Change in other assets


(5,626
)


(11,652
)Change in liabilities


(35,282
)


19,265Net cash provided by operating activities


15,921



33,720Cash flows from investing activities:Capital expenditures


(43,159
)


(52,991
)Proceeds from the sale of assets


1,227



21,625Proceeds from insurance settlements


951



Investment in unconsolidated joint venture


(5,000
)


Purchase of marketable securities






(48,675
)Proceeds from sale of marketable securities






28,102Net cash used in investing activities


(45,981
)


(51,939
)Cash flows from financing activities:Proceeds from draw on revolver credit facility


15,000



Excess tax benefit from stock based compensation


(331
)


140Net cash provided by financing activities


14,669



140Net increase (decrease) in cash and cash equivalents


(15,391
)


(18,079
)Cash and cash equivalents at beginning of year


60,124



92,203Cash and cash equivalents at end of period

$
44,733


$
74,124Supplemental cash flow information:Interest paid

$
1,841


$
2,164Income taxes paid

$
14,994


$
3,052    5




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS
  General  Form 10-K
  Stock-Based Compensation 
    Earnings Per Share (EPS) (continued)
  Three Months Ended March 31, 2008Income


Shares


Per-Share(Numerator)


(Denominator)


AmountBasic EPS:Net income

$
23,888,000



110,546,311


$
0.22Effect of dilutive securities:Stock options and restricted stock






934,990


$
(0.01
)Diluted EPS:Net income

$
23,888,000



111,481,301


$
0.21   Three Months Ended March 31, 2007Income


Shares


Per-Share(Numerator)


(Denominator)


AmountBasic EPS:Net income

$
29,994,000



107,743,870


$
0.28Effect of dilutive securities:Stock options and restricted stock






1,720,793


$
(0.01
)Diluted EPS:Net income

$
29,994,000



109,464,663


$
0.27    6




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
    Business Segments 
  Three Months Ended March 31,2008


2007(Dollars in thousands)Drilling and rental revenues:U.S. drilling

$
45,888


$
60,978International drilling


68,740



41,914Project management and engineering services


19,179



18,406Rental tools


39,471



29,975Total drilling and rental revenues

$
173,278


$
151,273Drilling and rental operating income:U.S. drilling

$
15,673


$
26,840International drilling


5,759



6,554Project management and engineering services


3,518



2,340Rental tools


16,540



13,773Total drilling and rental operating income


41,490



49,507General and administration expense


(6,668
)


(5,888
)Gain on disposition of assets, net


579



16,404Total operating income


35,401



60,023Interest expense


(5,690
)


(6,330
)Changes in fair value of derivative positions






(381
)Other


(677
)


791Income before income taxes

$
29,034


$
54,103   Disposition of Assets 
  Accounting for Uncertainty in Income
    Taxes 
 7




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
    Income Tax Expense
  Saudi Arabia Joint Venture
      Kazakhstan Tax Case
     8




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
    U.S.-Kazakhstan 20-22,
      Long-Term Debt
  March 31,


December 31,2008


2007(Dollars in thousands)Senior Notes:Interest rate 2.125% convertible due 2012

$
125,000


$
125,000Interest rate 9.625%, due 2012


228,559



228,721Revolving credit facility


35,000



20,000Total debt


388,559



373,721Less current portion


35,000



20,000Total long-term debt

$
353,559


$
353,721      9




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
      Derivative Instruments 
    Contingencies
  Bangladesh
    Claim
    Asbestos-Related
    Claims
     10




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
      Gulfco
    Site
    Freight
    Forwarding and Customs Agent Request
    Saudi
    Arabian Joint Venture
    Recent Accounting Pronouncements
 11




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
    Parent, Guarantor, Non-Guarantor Unaudited
    Consolidating Condensed Financial Statements Rule 3-10(a)(1) Regulation S-X,
   12




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATING
    CONDENSED BALANCE SHEET
  March 31, 2008Parent


Guarantor


Non-Guarantor


Eliminations


Consolidated(Dollars in thousands)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
21,570


$
7,837


$
15,326


$



$
44,733Accounts and notes receivable, net


71,928



187,596



109,893



(188,406
)


181,011Rig materials and supplies






11,089



14,589







25,678Deferred costs






1,556



7,996







9,552Deferred income taxes


9,423















9,423Other tax assets


61,555



(30,536
)


(3,493
)






27,526Other current assets


174



14,143



11,427







25,744Total current assets


164,650



191,685



155,738



(188,406
)


323,667Property, plant and equipment, net


79



434,027



165,972



122



600,200Goodwill






100,315











100,315Investment in subsidiaries and intercompany advances


890,035



944,460



(59,826
)


(1,774,669
)


Investment in and advances to unconsolidated joint venture






6,620



(4,620
)






2,000Other noncurrent assets


23,889



23,738



8,829







56,456Total assets

$
1,078,653


$
1,700,845


$
266,093


$
(1,962,953
)

$
1,082,638LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
35,000


$



$



$



$
35,000Accounts payable and accrued liabilities


54,491



225,206



79,437



(274,027
)


85,107Accrued income taxes


(307
)


12,225



6,806







18,724Total current liabilities


89,184



237,431



86,243



(274,027
)


138,831Long-term debt


353,559















353,559Other long-term liabilities


4



12,852



7,819







20,675Long-term deferred tax liability






1,237



7,013







8,250Intercompany payables


74,583



576,746



36,830



(688,159
)


Commitments and contingencies (Note 11)


















Stockholders equity:Common stock


18,749



39,900



21,152



(61,052
)


18,749Capital in excess of par value


596,481



1,045,732



122,261



(1,167,993
)


596,481Retained earnings (accumulated deficit)


(53,907
)


(213,053
)


(15,225
)


228,278



(53,907
)Total stockholders equity


561,323



872,579



128,188



(1,000,767
)


561,323Total liabilities and stockholders equity

$
1,078,653


$
1,700,845


$
266,093


$
(1,962,953
)

$
1,082,638  13




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATING
    CONDENSED BALANCE SHEET
  December 31, 2007Parent


Guarantor


Non-Guarantor


Eliminations


Consolidated(Dollars in thousands)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
31,326


$
8,314


$
20,484


$



$
60,124Accounts and notes receivable, net


79,688



187,663



80,139



(180,784
)


166,706Rig materials and supplies






10,667



13,597







24,264Deferred costs






1,553



6,242







7,795Deferred income taxes


9,423















9,423Other tax assets


59,673



(23,395
)


(3,746
)






32,532Other current assets


174



10,578



11,587







22,339Total current assets


180,284



195,380



128,303



(180,784
)


323,183Property, plant and equipment, net


79



423,652



162,035



122



585,888Goodwill






100,315











100,315Investment in subsidiaries and intercompany advances


813,248



963,269



(58,320
)


(1,718,197
)


Investment in and advances to unconsolidated joint venture






267



(4,620
)






(4,353
)Other noncurrent assets


40,113



20,805



11,036







71,954Total assets

$
1,033,724


$
1,703,688


$
238,434


$
(1,898,859
)

$
1,076,987LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
20,000


$



$



$



$
20,000Accounts payable and accrued liabilities


48,820



221,363



64,577



(247,408
)


87,352Accrued income taxes


1,765



10,790



4,273







16,828Total current liabilities


70,585



232,153



68,850



(247,408
)


124,180Long-term debt


353,721















353,721Other long-term liabilities


110



48,174



8,034







56,318Long-term deferred tax liability


1



1,237



6,806







8,044Intercompany payables


74,583



576,746



38,074



(689,403
)


Commitments and contingencies (Note 11)


















Stockholders equity:Common stock


18,653



39,900



21,152



(61,052
)


18,653Capital in excess of par value


593,866



1,045,732



115,765



(1,161,497
)


593,866Retained earnings (accumulated deficit)


(77,795
)


(240,254
)


(20,247
)


260,501



(77,795
)Total stockholders equity


534,724



845,378



116,670



(962,048
)


534,724Total liabilities and stockholders equity

$
1,033,724


$
1,703,688


$
238,434


$
(1,898,859
)

$
1,076,987  14




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATING
    CONDENSED STATEMENT OF OPERATIONS
  Three Months Ended March 31, 2008Parent


Guarantor


Non-Guarantor


Eliminations


Consolidated(Dollars in thousands)(Unaudited)Drilling and rental revenues

$



$
128,682


$
65,905


$
(21,309
)

$
173,278Drilling and rental operating expenses


1



74,363



52,567



(21,309
)


105,622Depreciation and amortization






20,513



5,653







26,166Drilling and rental operating income


(1
)


33,806



7,685







41,490General and administration expense(1)


(80
)


(6,584
)


(4
)






(6,668
)Gain (loss) on disposition of assets, net






582



(3
)






579Total operating income (loss)


(81
)


27,804



7,678







35,401Other income and (expense):Interest expense


(6,874
)


(11,786
)


(80
)


13,050



(5,690
)Interest income


10,689



1,925



804



(13,050
)


368Equity in loss of unconsolidated joint venture and related
    charges, net of tax






(1,105
)










(1,105
)Other






10



50







60Equity in net earnings of subsidiaries


32,223











(32,223
)


Total other income and (expense)


36,038



(10,956
)


774



(32,223
)


(6,367
)Income (loss) before income taxes


35,957



16,848



8,452



(32,223
)


29,034Income tax expense:Current


(2,568
)


(11,191
)


3,116







(10,643
)Deferred


14,637



838



314







15,789Income tax expense


12,069



(10,353
)


3,430







5,146Net income (loss)

$
23,888


$
27,201


$
5,022


$
(32,223
)

$
23,888     (1)
    
    All field operations general and administration expenses are
    included in operating expenses. 15




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##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATING
    CONDENSED STATEMENT OF OPERATIONS
  Three Months Ended March 31, 2007Parent


Guarantor


Non-Guarantor


Eliminations


Consolidated(Dollars in thousands)Drilling and rental revenues

$



$
138,138


$
19,842


$
(6,707
)

$
151,273Drilling and rental operating expenses






73,574



16,840



(6,707
)


83,707Depreciation and amortization






17,021



1,038







18,059Drilling and rental operating income






47,543



1,964







49,507General and administration expense(1)


(41
)


(5,786
)


(61
)






(5,888
)Gain (loss) on disposition of assets, net






16,424



(20
)






16,404Total operating income (loss)


(41
)


58,181



1,883







60,023Other income and (expense):Interest expense


(7,521
)


(11,796
)


(236
)


13,223



(6,330
)Changes in fair value of derivative positions


(381
)














(381
)Interest income


12,122



2,098



787



(13,223
)


1,784Minority interest










(1,000
)






(1,000
)Other






(6
)


13







7Equity in net earnings of subsidiaries


39,559











(39,559
)


Total other income and (expense)


43,779



(9,704
)


(436
)


(39,559
)


(5,920
)Income (loss) before income taxes


43,738



48,477



1,447



(39,559
)


54,103Income tax expense:Current


13,332



8,059



621







22,012Deferred


412



1,416



269







2,097Income tax expense


13,744



9,475



890







24,109Net income (loss)

$
29,994


$
39,002


$
557


$
(39,559
)

$
29,994     (1)
    
    All field operations general and administration expenses are
    included in operating expenses. 16




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATING
    CONDENSED STATEMENT OF CASH FLOWS
  Three months ending March 31, 2008Parent


Guarantor


Non-Guarantor


Eliminations


Consolidated(Dollars in thousands)(Unaudited)Cash flows from operating activities:Net income (loss)

$
23,888


$
27,201


$
5,022


$
(32,223
)

$
23,888Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization






20,513



5,653







26,166Gain/(loss) on disposition of assets






(582
)


3







(579
)Deferred income tax expense


14,637



838



314







15,789Equity in loss of unconsolidated joint venture and related
    charges, net of tax






1,105











1,105Expenses not requiring cash


2,945















2,945Equity in net earnings of subsidiaries


(32,223
)










32,223



Change in accounts receivable


8,498



9,971



(30,954
)






(12,485
)Change in other assets


(2,242
)


(2,751
)


(633
)






(5,626
)Change in liabilities


4,638



(56,993
)


17,073







(35,282
)Net cash provided by (used in) operating activities


20,141



(698
)


(3,522
)






15,921Cash flows from investing activities:Capital expenditures






(33,815
)


(9,344
)






(43,159
)Proceeds from the sale of assets






1,227



(0
)






1,227Proceeds from insurance claims










951







951Investment in unconslidated joint venture






(5,000
)










(5,000
)Net cash used in investing activities






(37,588
)


(8,393
)






(45,981
)Cash flows from financing activities:Proceeds from draw on revolver credit facility


15,000















15,000Excess tax benefit from stock based compensation


(331
)














(331
)Intercompany advances, net


(44,566
)


37,809



6,757







Net cash provided by (used in) financing activities


(29,897
)


37,809



6,757







14,669Net increase (decrease) in cash and cash equivalents


(9,756
)


(477
)


(5,158
)






(15,391
)Cash and cash equivalents at beginning of year


31,326



8,314



20,484







60,124Cash and cash equivalents at end of year

$
21,570


$
7,837


$
15,326


$



$
44,733  17




---



##### 



PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
 STATEMENTS  (Continued)
  PARKER
    DRILLING COMPANY AND SUBSIDIARIES
  CONSOLIDATING
    CONDENSED STATEMENT OF CASH FLOWS
  Three Months Ended March 31, 2007Parent


Guarantor


Non-Guarantor


Eliminations


Consolidated(Dollars in thousands)(Unaudited)Cash flows from operating activities:Net income (loss)

$
29,994


$
39,002


$
557


$
(39,559
)

$
29,994Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization






17,021



1,038







18,059Gain on disposition of assets






(16,424
)


20







(16,404
)Deferred tax expense (benefit)


412



1,416



269







2,097Other


2,438



456



(98
)






2,796Equity in net earnings of subsidiaries


(39,559
)










39,559



Change in accounts receivable


(8,365
)


1,654



(3,724
)






(10,435
)Change in other assets


12,572



(52,120
)


27,896







(11,652
)Change in liabilities


6,888



7,841



4,536







19,265Net cash provided by (used in) operating activities


4,380



(1,154
)


30,494







33,720Cash flows from investing activities:Capital expenditures






(38,174
)


(14,817
)






(52,991
)Proceeds from the sale of assets






20,969



656







21,625Purchase of marketable securities


(48,675
)














(48,675
)Sale of marketable securities


28,102















28,102Net cash used in investing activities


(20,573
)


(17,205
)


(14,161
)






(51,939
)Cash flows from financing activities:Excess tax benefit from stock options exercised


140















140Intercompany advances, net


(2,586
)


22,649



(20,063
)






Net cash provided by (used in) financing activities


(2,446
)


22,649



(20,063
)






140Net increase in cash and cash equivalents


(18,639
)


4,290



(3,730
)






(18,079
)Cash and cash equivalents at beginning of year


60,029



14,367



17,807







92,203Cash and cash equivalents at end of period

$
41,390


$
18,657


$
14,077


$



$
74,124  18




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  DISCLOSURE
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-Q Form 10-Q,
  
    stability of prices and demand for oil and natural gas;
    levels of oil and natural gas exploration and production
    activities;
    demand for contract drilling and drilling related services and
    demand for rental tools;
    our future operating results and profitability;
    our future rig utilization, dayrates and rental tools activity;
    entering into new, or extending existing, drilling contracts and
    our expectations concerning when our rigs will commence
    operations under such contracts;
    growth through acquisitions of companies or assets;
    construction or upgrades of rigs and expectations regarding when
    these rigs will commence operations;
    capital expenditures for acquisition of rigs, construction of
    new rigs or major upgrades to existing rigs;
    entering into joint venture agreements;
    our future liquidity;
    availability and sources of funds to reduce our debt and
    expectations of when debt will be reduced;
    the outcome of pending or future legal proceedings, tax
    assessments and other claims;
    the availability of insurance coverage for pending or future
    claims;
    the enforceability of contractual indemnification in relation to
    pending or future claims;
    compliance with covenants under our senior credit facility and
    indentures for our senior notes; and
    organic growth of our operations.  Form 10-Q,
  
    worldwide economic and business conditions that adversely affect
    market conditions
    and/or the
    cost of doing business;
    the U.S. economy and the demand for natural gas;
    fluctuations in the market prices of oil and gas;
    imposition of unanticipated trade restrictions; 19




---



##### 




    unanticipated operating hazards and uninsured risks;
    political instability, terrorism or war;
    governmental regulations, including changes in accounting rules
    or tax laws or ability to remit funds to the U.S., that
    adversely affect the cost of doing business;
    the outcome of our investigation and the parallel investigations
    by the Securities and Exchange Commission and the Department of
    Justice into possible violations of U.S. law, including the
    Foreign Corrupt Practices Act;
    adverse environmental events;
    adverse weather conditions;
    changes in the concentration of customer and supplier
    relationships;
    unexpected cost increases for new construction and upgrade and
    refurbishment projects;
    delays in obtaining components for capital projects and in
    ongoing operational maintenance;
    shortages of skilled labor;
    unanticipated cancellation of contracts by operators;
    breakdown of equipment;
    other operational problems including delays in
    start-up of
    operations
    changes in competition;
    the effect of litigation and contingencies; and
    other similar factors (some of which are discussed in documents
    referred to in this
    Form 10-Q).  Form 10-Q, Form 10-Q
  OUTLOOK
    AND OVERVIEW
    Overview
     20




---



##### 



Outlook
        Recent
    Events
  New High-Efficiency Rig 
  
    hydraulic cylinder to raise mast and substructure without
    engines, reducing
    rig-up
    costs, time and emissions,
    plug and play adaptability, allowing the operator to
    customize individual components for different drilling programs,
    enhanced safety features, including
    swing-up
    structures, and
    fully automated drilling system featuring fuel efficient AC
    technology and variable frequency drive.  Alaska Re-entry
    Kazakhstan Tax Case 
  Saudi Arabian Joint Venture 
 21




---



##### 



RESULTS
    OF OPERATIONS
  Three
    Months Ended March 31, 2008 Compared with Three Months
    Ended March 31, 2007
        Three Months Ended March 31,2008


2007(Dollars in thousands)Drilling and rental revenues:U.S. drilling

$
45,888



26
%

$
60,978



40
%International drilling


68,740



40
%


41,914



28
%Project management and engineering services


19,179



11
%


18,406



12
%Rental tools


39,471



23
%


29,975



20
%Total drilling and rental revenues

$
173,278



100
%

$
151,273



100
%Drilling and rental operating income:U.S. drilling gross margin excluding depreciation and
    amortization(1)

$
24,366



53
%

$
34,229



56
%International drilling gross margin excluding depreciation and
    amortization(1)


16,119



23
%


12,185



29
%Project management and engineering services gross margin
    excluding depreciation and amortization(1)


3,518



18
%


2,340



13
%Rental tools gross margin excluding depreciation and
    amortization(1)


23,653



60
%


18,812



63
%Depreciation and amortization


(26,166
)






(18,059
)Total drilling and rental operating income(2)


41,490







49,507General and administration expense


(6,668
)






(5,888
)Gain on disposition of assets, net


579







16,404Total operating income

$
35,401






$
60,023  22




---



##### 



(1)
    
    Drilling and rental gross margins, excluding depreciation and
    amortization, are computed as drilling and rental revenues less
    direct drilling and rental operating expenses, excluding
    depreciation and amortization expense; drilling and rental gross
    margin percentages are computed as drilling and rental gross
    margin, excluding depreciation and amortization, as a percent of
    drilling and rental revenues. The gross margin amounts,
    excluding depreciation and amortization, and gross margin
    percentages should not be used as a substitute for those amounts
    reported under accounting principles generally accepted in the
    United States (GAAP). However, we monitor our
    business segments based on several criteria, including drilling
    and rental gross margin. Management believes that this
    information is useful to our investors because it more
    accurately reflects cash generated by segment. Such gross margin
    amounts are reconciled to our most comparable GAAP measure as
    follows:  ProjectInternational

Management andU.S. Drilling

Drilling

Engineering

Rental Tools(Dollars in thousands)Three Months Ended March 31, 2008Drilling and rental operating income(2)

$
15,673


$
5,759


$
3,518


$
16,540Depreciation and amortization


8,693



10,360







7,113Drilling and rental gross margin excluding depreciation and
    amortization

$
24,366


$
16,119


$
3,518


$
23,653Three Months Ended March 31, 2007Drilling and rental operating income(2)

$
26,840


$
6,554


$
2,340


$
13,773Depreciation and amortization


7,389



5,631







5,039Drilling and rental gross margin excluding depreciation and
    amortization

$
34,229


$
12,185


$
2,340


$
18,812   (2)
    
    Drilling and rental operating income  drilling and
    rental revenues less direct drilling and rental operating
    expenses, including depreciation and amortization expense.  U.S.
    Drilling Segment
      International
    Drilling Segment
     23




---



##### 



Project
    Management and Engineering Services Segment
    Rental
    Tools Segment
     24




---



##### 



Other
    Financial Data
        LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Flows
      Financing
    Activity
     25




---



##### 




    $125.0 million aggregate principal amount of Convertible
    Senior Notes bearing interest at a rate of 2.125 percent,
    which are due July 15, 2012; and
    $225.0 million aggregate principal amount of
    9.625 percent Senior Notes, which are due
    October 1, 2013 plus an associated $3.6 million in
    unamortized debt premium.        Less Than








More ThanTotal


1 Year


Years 2-3


Years 4-5


5 Years(Dollars in thousands)Contractual cash obligations:Long-term debt  principal(1)

$
350,000


$



$



$
125,000


$
225,000Long-term debt  interest(1)


130,509



24,313



48,625



46,743



10,828Operating leases(2)


10,288



6,388



3,031



869



Purchase commitments(3)


25,573



25,573











Total contractual obligations

$
516,370


$
56,274


$
51,656


$
172,612


$
235,828Commercial commitments:Long-term debt Revolving credit facility(4)

$
35,000


$
35,000


$



$



$
Standby letters of credit(4)


12,962



12,962











Total commercial commitments

$
47,962


$
47,962


$



$



$
  26




---



##### 



(1)
    
    Long-term debt includes the principal and interest cash
    obligations of the 9.625 percent Senior Notes and the
    2.125 percent Convertible Senior Notes. The remaining
    unamortized premium of $3.6 million is not included in the
    contractual cash obligations schedule.(2)
    
    Operating leases consist of lease agreements in excess of one
    year for office space, equipment, vehicles and personal property.(3)
    
    We have purchase commitments outstanding as of March 31,
    2008, related to rig upgrade projects and new rig construction.(4)
    
    We have a $60.0 million revolving credit facility. As of
    March 31, 2008, $35.0 million has been drawn down and
    $13.0 million of availability has been used to support
    letters of credit that have been issued, resulting in an
    estimated $12.0 million of availability. The revolving
    credit facility expires September 20, 2012.  ITEM 4.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  Rule 13a-15(e).
  Changes in Internal Control Over Financial
    Reporting
  PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-Q,
  ITEM 1A.
    RISK
    FACTORS  Form 10-K
  We are
    subject to the Foreign Corrupt Practices Act and other laws
    concerning our international operations, and currently are
    conducting an investigation into possible violations. The
    Securities and Exchange Commission and the Department of Justice
    are conducting parallel investigations.
   27




---



##### 



ITEM 2.
    CHANGES
    IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
    SECURITIES  MaximumTotal Number

Number ofof Shares

Shares ThatPurchased

May Yet beTotal Number

Average

as Part of

Purchasedof Shares

Price Paid per

Publicly Announced

Under the PlansDate

Purchased

Share

Plans or Programs

or ProgramsJanuary 2, 2008


816


$
7.69







February 20, 2008


436


$
7.11







March 8, 2008


39,556


$
7.00







March 9, 2008


30,765


$
6.96







March 31, 2008


3,306


$
6.74







   ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS        Robert L. Parker Jr.Votes for:


95,402,882Votes withheld:


2,717,390Roger B. PlankVotes for:


91,143,593Votes withheld:


6,976,679John W. Gibson, Jr.Votes for:


95,572,987Votes withheld:


2,547,285     Votes for:


44,426,135Votes against:


20,074,314Abstentions:


413,182  28




---



##### 



Votes for:


95,882,527Votes against:


1,623,133Abstentions:


614,612   ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS  Exhibits:
  ExhibitNumber

Description10
.1

Amendment No. 1 to the Parker Drilling Company 2005
    Long-Term Incentive Plan (incorporated herein by reference to
    Annex B of the Companys 2008 Proxy Statement filed
    March 21, 2008). *10
.2

Share Purchase Agreement dated April 9, 2008, by and among
    Parker Drilling Company Limited LLC (Seller),
    Abdullah Rasheed Al-Rushaid Company for Drilling Oil and Gas
    Limited (Buyer), Abdullah Rasheed
    Al-Rushaid & Son Co. Ltd. (Al-Rushaid Investment Co.)
    (AR Investment Company), Al Rushaid Parker Drilling
    Co. Ltd. (ARPD), and Sh. Abdullah Rasheed Al-Rushaid
    (incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 8-K
    dated April 15, 2008)31
.1

Section 302 Certification  Chairman and Chief
    Executive Officer31
.2

Section 302 Certification  Senior Vice President
    and Chief Financial Officer32
.1

Section 906 Certification  Chairman and Chief
    Executive Officer32
.2

Section 906 Certification  Senior Vice President
    and Chief Financial Officer*


Management Contract, Compensatory Plan or Agreement  29




---



##### 



SIGNATURES    PARKER DRILLING COMPANY
    By:
    /s/  Robert
    L. Parker Jr.     By:
    /s/  W.
    Kirk Brassfield      30




---



##### 



INDEX TO
    EXHIBITS
  ExhibitNumber

Description31
.1

Section 302 Certification  Chairman and Chief
    Executive Officer31
.2

Section 302 Certification  Senior Vice President
    and Chief Financial Officer32
.1

Section 906 Certification  Chairman and Chief
    Executive Officer32
.2

Section 906 Certification  Senior Vice President
    and Chief Financial Officer  31