Exhibit 3.1The following Restated Certificate of Incorporation, as amended, is compiled from the most recentofficial Restated Certificate of Incorporation and subsequent Amendments.**RESTATED CERTIFICATE OF INCORPORATION****(AS AMENDED)****OF****PARKER DRILLING COMPANY**     Parker Drilling Company, a corporation organized and existing under the laws of the State ofDelaware, hereby certifies as follows:     1. The name of the corporation is Parker Drilling Company. The date of filing of its originalCertificate of Incorporation with the Secretary of. State was August 4, 1970.     2. Pursuant to Section 245 of the General Corporation Law of Delaware, this RestatedCertificate of Incorporation only restates and integrates and does not further amend theprovisions of the Restated Certificate of Incorporation of this corporation as heretofore amendedor supplemented and there is no discrepancy between those provisions and the provisions of thisRestated Certificate of Incorporation.     3. The text of the Restated Certificate of Incorporation, as amended or supplementedheretofore is hereby restated without further amendments or changes to read as herein set forth infull:     ARTICLE FIRST: The name of the corporation is Parker Drilling Company.     ARTICLE SECOND: Its registered office in the State of Delaware is located at 1209 OrangeStreet, in the City of Wilmington, County of New Castle, 19801. The name and address of itsregistered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.     ARTICLE THIRD: The nature of the business, or objects and purposes to be transacted,conducted or promoted are as follows:
-1-

 
     (1) To carry on, maintain and operate a business for the drilling of wells for theproduction of oil and/or gas and other hydrocarbons; to drill wells for the production ofoil or gas or carry on and conduct a general drilling contracting business; and to operatea business for the drilling of wells and holes whether or not for the production of oiland/or gas and other hydrocarbons, and to drill for any purpose whatsoever;     (2) To acquire, hold and deal in machinery, equipment and processes for the drilling ofwells, whether or not for the production of oil, gas and other hydrocarbons;     (3) To do all such other and further things as are required and as are usually donein the drilling of wells, whether or not for the production of oil, gas and otherhydrocarbons;     (4) To build, own, operate and sell any and all tank farms, pipelines, pump stations,refineries and other structures necessary for or incident to the drilling and operation ofwells for the production of oil and/or gas, or the sale of the production therefrom;     (5) To buy and sell oil and/or gas and the by-products thereof and to acquire,construct, operate and sell filling and other stations for the marketing of such productsand by-products;     (6) To buy, sell, exchange, lease, store, install, maintain, repair, export, importand deal in all machines, appurtenances, accessories, parts, apparatus and articles of anyand every kind used in, or upon, or useful in connection with all kinds of motor driven orpropelled machinery, including automobiles, automobile trucks, tractors and other vehiclesand motor boats, and to do any and every act or thing necessary, incidental orappertaining thereto;     (7) To purchase or otherwise acquire, hold, own, mortgage, pledge, sell, assign andtransfer or otherwise dispose of, to invest, trade, deal in and with goods, wares andmerchandise and real and personal property of every class and description; and lands,buildings, business concerns and undertakings, mortgages, shares, stock, debentures,securities, concessions, products, policies, book debts and claims and any interest inreal or personal property, and claims against such property or against any person orcorporation and to carry on any business concern or undertaking so acquired;     (8) To acquire, own and operate such machinery, apparatus and appliances as may benecessary, proper or incidental to the mining, production and development of lands forpetroleum oil, natural gas and other minerals, or for any of the purposes for which thiscorporation is organized;     (9) To carry on the business of producers, refiners, storers, suppliers anddistributors of petroleum and petroleum products in all its branches; to purchase orotherwise acquire real or personal property of all kinds in the United States andelsewhere, and in particular land, oil wells, refineries, mines, mining rights, minerals,
-2-

 
ores, buildings, machinery, plant, stores, patents, licenses, concessions, rights ofway, light or water, and any rights or privileges which it may deem convenient to obtainfor the purposes of or in connection with the business of the company, and whether for thepurposes of resale or realization or otherwise, and to manage, develop, sell, exchange,lease, mortgage or otherwise develop any lands, wells, mines, mining rights, minerals,ores, works or other properties, from time to time in the possession of the company, inany manner deemed desirable; to erect all necessary or convenient refineries, mills,works, machinery, laboratories, workshops, dwelling houses for workmen and others, andother buildings, works and appliances, and to aid in, or subscribe towards, or subsidize,any such objects;     (10) To acquire, lease, hold, use and enjoy, whether as owner or a licensee, UnitedStates and foreign patents and patent rights, secret patented processes, methods,franchises and privileges in any way relating to or considered as furthering the due andeconomical exercise of the powers and rights belonging to the corporation;     (11) To acquire, and pay for in cash, stock or bonds of this corporation orotherwise, the good will, rights, assets and property, and to undertake or assume thewhole or any part of the obligations or liabilities of any person, firm, association orcorporation;     (12) To acquire, hold, use, sell, assign, lease, grant licenses in respect of,mortgage, or otherwise dispose of letters patent of the United States or any foreigncountry, patent rights, licenses and privileges, inventions, improvements and processes,copyrights, trademarks, and trade names, relating to or useful in connection with anybusiness of this corporation;     (13) To buy, acquire, hold, sell and deal in stocks of any corporation and in bonds,certificates of participation, securities and other interests; to issue notes, stocks,bonds, debentures and other evidences of indebtedness and execute mortgages, liens andother encumbrances upon the property of the corporation, real or otherwise, to secure thepayment of any such evidences of indebtedness;     (14) To buy, acquire, develop, hold, sell and deal in all forms and kinds of propertythat may be lawfully acquired, held, sold and dealt in by oil and gas corporations underthe laws of this State;     (15) To acquire, hold and sell real estate necessary for and incident to theoperation of the business of the corporation and to transact any and all businessconnection with or incidental to the powers hereby vested in said corporation;     (16) To engage in any lawful act or activity for which corporations may be organizedunder the General Corporation Law of Delaware;     (17) In general, to posses and exercise all the powers and privileges granted by theGeneral Corporation Law of Delaware or by this certificate of incorporation, together withany powers incidental thereto, so far as such powers and privileges are necessary orconvenient to the conduct, promotion or attainment of the business orpurposes of the corporation;
-3-

 
     (18) The business and purposes specified in the foregoing clauses shall, except whereotherwise expressed, be in no way limited or restricted by reference to, or inferencefrom, the terms of any other clause in this certificate of incorporation, but the businessand purposes specified in each of the foregoing clauses of this article shall be regardedas independent business and purposes;     FOURTH: The aggregate number of shares of all classes of stock which the corporation shallhave the authority to issue is 281,942,000, of which 1,942,000 shares shall be Preferred Stock ofthe par value of One Dollar ($1.00) per share (hereinafter called “Preferred Stock”), and theremaining 280,000,000 shares shall be Common Stock of the par value of sixteen and two-thirdscents ($.16-2/3) per share (hereinafter called “Common Stock”). The designations and the powers,preferences and rights, and the qualifications, limitations, restrictions and other special orrelative attributes granted to or imposed upon the shares of Preferred Stock shall be as fixed inSection 1 of this Article FOURTH, or as may be fixed by the Board of Directors in accordance withthe provisions thereof, and the designations and the powers, preferences and the rights, and thequalifications, limitations, restrictions and other special or relative attributes granted to orimposed upon the shares of Common Stock shall be fixed in Section 2 of this Article FOURTH.     *Section 1. Statement of Designations, Powers, Preferences, Rights, Qualifications,Limitations, Restrictions and Other Special or Relative Attributes in Respect of Shares ofPreferred Stock and Authority of Board of Directors to Fix Designations, Dividend Rates,Conversion Rights, Redemption Rights, Liquidation Price and Sinking Fund Rights Thereof Not FixedHereby.*     (a) Shares of Preferred Stock may be issued from time to time in one or more series asmay be determined from time to time Board of Directors, each such series to be distinctlydesignated. All shares of any one series of Preferred Stock so designated by the Board ofDirectors shall be alike in every particular. All shares of any one series of PreferredStock shall be convertible or not, as determined by the Board of Directors as a relativeattribute pursuant to paragraph (b) of this Section 1. Different series of Preferred Stockshall not be construed to constitute different classes of shares for the purposes of votingby classes.     (b) The designations, dividend rates, conversion rights, redemption rights, liquidationprice and sinking fund rights, and the qualifications, limitations or restrictions thereof,if any, may differ from those of any and all other series at any time outstanding; and,subject to the provisions of paragraphs (d) and (e) of this Section 1, the Board ofDirectors of the Corporation is hereby expressly granted authority to fix, from time totime, by resolution or resolutions duly adopted prior to the issuance of any shares of aparticular series of Preferred Stock so designated by the Board of Directors, the following:     (i) The number and designations of series of shares in any class and thenumber of shares in any series, provided that no allotted shares shall, except inthe exercise of conversion rights, be shifted from one series or class to anotherseries or class or otherwise have their attributes altered;
-4-

 
     (ii) The dividend rate of any unallocated shares of any series or class;     (iii) The right, if any, of the holders of the shares of such series toconvert the same into, or exchange the same for, shares of other classes or seriesof stock of this corporation and the terms and conditions of such conversion orexchange;     (iv) The redemptive price and terms and conditions of redemption of anyunallotted shares of any series or class;     (v) the liquidation price of any unallotted shares of any series or class; and     (vi) The terms and conditions of a sinking fund, if any, to be provided forsuch series, provided that no such sinking fund shall be created unless provisionfor a sinking fund, at least as beneficial to all allotted shares of the sameclass, shall either then exist or at that time be created or provided for.     (c) The holders of Preferred Stock of each series shall be entitled to receive, inpreference to the holders of Common Stock, when and as declared by the Board of Directorsout of the funds of this corporation legally available therefor, cash dividends which maybe cumulative for each series as to which the Board of Directors shall have so specified,but unless specified to be cumulative, shall be non-cumulative, at the annual rate for suchseries theretofore fixed by the Board of Directors as hereinbefore authorized, and no more,payable quarterly on such dates as may be fixed in the resolution or resolutions adopted bythe Board of Directors creating such series. If the dividend period for such series forwhich the dividends are specified to be cumulative shall not have been declared and paid orset apart in full (whether or not earned), the aggregate deficiency shall be cumulative andshall be fully paid or set apart for payment before any dividends shall be paid upon or setaside for the Common Stock, but not in the case of such series as to which the dividendsarc not cumulative. Accumulations of dividends on the Preferred Stock shall not bearinterest.     After the requirements with respect to preferential dividends on the Preferred Stock(fixed in accordance with the provisions of this Section 1) shall have been met and afterthis corporation shall have complied with all the requirements, if any, with respect to thesetting aside of sums as sinking funds or redemption or purchase accounts (fixed inaccordance with the provisions of this Section 1), then and not otherwise the holders ofCommon Stock shall be entitled to receive such dividends as may be declared from time totime by the Board of Directors.     (d) Shares of Preferred Stock of any and all series shall be redeemable in whole atany time, or in part by lot, pro rata or by any other means which the Board of Directorsdeems equitable from time to time, at the option of this corporation by resolution of theBoard of Directors at the applicable price or prices fixed by the Board of Directors forthe shares of such series, plus all dividends accrued and unpaid thereupon up to the datefixed for redemption, and all of the procedures prescribed or
-5-

 
adopted in connection therewith shall be in conformity with the laws of the State ofDelaware in force at the time thereof.     Nothing herein shall prevent this corporation from purchasing from time to time sharesof any series of Preferred Stock, and any shares so purchased may be held in the treasuryof this corporation or may be disposed of as determined by the Board of Directors, or, byaction of the Board of Directors, shall have the status of authorized but unallotted sharesof Preferred Stock undesignated as to series.     (e) In the event of any liquidation, dissolution or winding up of the affairs of thiscorporation, whether voluntary or involuntary, and after payment or provision for paymentof the debts and other liabilities of this corporation, the holders of shares of PreferredStock shall be entitled to receive in full, out of the net assets of this corporation, therespective amounts fixed by the Board of Directors in the resolution or resolutionsauthorizing the issue thereof (which amounts may vary, depending upon whether theliquidation, dissolution or winding up is voluntary or involuntary), plus an amount equalto all dividends accrued and unpaid thereon up to the date fixed for distribution, and nomore, before any distribution shall be made to the holders of Common Stock. Neither themerger or consolidation of this corporation, nor the sale, lease or conveyance of all orpart of its assets, shall be deemed to be a liquidation, dissolution or winding up of theaffairs of this corporation within the meaning of this Section.     After distribution in full of the preferential amount to be distributed to theholders of Preferred Stock (fixed in accordance with the provisions of this Section 1) inthe event of the voluntary or involuntary liquidation, dissolution or winding up of thiscorporation, the holders of Common Stock shall be entitled to receive all the remainingassets of this corporation, tangible or intangible, or whatever kind available fordistribution to stockholders ratably in proportion to the number of shares of Common Stockheld by them respectively.     (f) Except as otherwise expressly provided in this Section 1, or as may be requiredby law, the holders of the Preferred Stock shall be entitled at all meetings ofstockholders to one vote for each share of such stock held by them respectively, and theholders of all series of Preferred Stock shall vote together with the holders of CommonStock as one class.     If and whenever dividends on the Preferred Stock shall be in arrears in an amountequivalent to six quarterly dividends or there shall be a default in mandatory PreferredStock sinking fund obligations for one year, then, at any ensuing annual meetings of thestockholders at which at least one-third of the outstanding shares of Preferred Stock,voting separately as a class without regard to series, shall be entitled to elect twodirectors, Such right of the holders of such of the series of the Preferred Stock as towhich dividends are cumulative shall continue to be exercisable until all dividends inarrears on such series of the Preferred Stock shall have been paid in full or declared anda sum sufficient for the payment thereof set apart and all mandatory sinking fundobligations in default relating to such series of Preferred Stock shall have beensatisfied in full and, with respect to such series of the Preferred Stock as to whichdividends are non-cumulative, such right of the holders of such of those series of
-6-

 
Preferred Stock shall continue to be exercisable until dividends on such of thoseseries of Preferred Stock shall have been paid regularly for at least one year, whereuponsuch right shall cease. During any time that the holders of such series of Preferred Stockare entitled to elect two directors as hereinabove provided, they shall also be entitledto participate with the holders of the Common Stock in the election of any otherdirectors,     Notwithstanding any other provisions of this corporation’s Certificate ofIncorporation, the affirmative approval of the holders of at least two-thirds of thePreferred Stock outstanding, acting as a single class without regard to series shall berequired for any amendment of such Certificate altering materially any existing provisionof the Preferred Stock.     *Section 2. Statement of Designations, Powers, Preferences, Rights, Qualifications,Limitations, Restrictions and Other Special or Relative Attributes Granted to or Imposed UponShares of Common Stock.*        (a) Except as otherwise required by the laws of the State of Delaware, -theholders of the Common Stock, at any meeting of the stockholders of this corporation, shallbe entitled to one vote for each share thereof held.        (b) In the event of any liquidation, dissolution or winding up of this corporation,whether voluntary or involuntary, the assets of this corporation remaining after thepayments provided in Section 1 of this ARTICLE FOURTH to be made to the holders of thePreferred Stock shall be distributed among the holders of the Common Stock, share and sharealike.        (c) Subject to the prior rights of the holders of the Preferred Stock the holders ofthe Common Stock shall be entitled to receive cash dividends, share and share alike, whenand as declared by the Board of Directors, out of any legally available surplus or legallyavailable net profits of this corporation.        (d) In the event of any stack dividends on or subdivision or split of the Common Stockof this corporation, in lieu of the issuance of fractional shares of Common Stock thereshall be paid in cash to each stockholder who would otherwise be entitled to a fractionalshare of Common Stock the appropriate fractional portion of the market value of one share ofCommon Stock, as determined by the Treasurer of this corporation as of the record date fixedfor the determination of stockholders entitled to receive such dividends or to participatein such subdivision or split.     *Section 3. General.*        (a) No holder of any capital stock of this corporation of any class now or hereafterauthorized shall have any right as such holder to purchase, subscribe for or otherwiseacquire any shares or capital of this corporation of any class now or hereafter authorized,or any securities convertible into or exchangeable for any such shares, or any warrants orother instruments evidencing rights or options to subscribe for, purchase or otherwiseacquire any such shares, whether such shares, securities, warrants or other instruments behow or hereafter authorized, unissued or issued and thereafter acquired by this corporation.
-7-

 
        (b) No holder of any capital stock of this corporation of any class shall havecumulative voting rights.     ARTICLE FIFTH: The names and mailing addresses of each of the incorporators are omitted fromthis Restated Certificate of Incorporation by authority of Section 245 of the Delaware CorporationLaw.     ARTICLE SIXTH: The corporation is to have perpetual existence.     ARTICLE SEVENTH: The private property of the stockholders shall not be subject to the paymentof corporate debts to any extent whatsoever.     ARTICLE EIGHTH: The number of directors of the corporation shall be specified in, ordetermined in the manner provided in, the By-laws, and such number may from time to time beincreased or decreased in such manner as shall be prescribed in the By-laws, provided that thenumber of directors of the corporation shall not be less than three (3) nor more than fifteen (15).Commencing at the Annual Meeting of Stockholders held in 1986, the Board of Directors shall bedivided into three classes, Class I, Class II and Class ill, with respect to their terms of office.All classes shall be as nearly equal in number as possible. Subject to such limitations, when thenumber of directors is changed, any newly-created directorships or any decrease in directorshipsshall be apportioned among the classes by action of the Board of Directors.     The terms of office of the directors initially classified shall be as follows: that of Class Ishall expire at the Annual Meeting of Stockholders to be held in 1987; that of Class II shallexpire at the Annual Meeting of Stockholders to be held in 1988; that of Class III shall expire atthe Annual Meeting of Stockholders to be held in 1989. At each Annual Meeting of Stockholders aftersuch initial classification, directors to replace those whose terms expire at such Annual Meetingshall be elected to hold office until the third succeeding Annual Meeting.     In furtherance and not in limitation of the powers conferred by statute, the Board ofDirectors is expressly authorized:     (1) to make, alter or repeal the By-laws of the corporation;     (2) to authorize and cause to be executed mortgages and liens upon the real andpersonal property of the corporation;     (3) to set apart out of any of the funds of the corporation available for dividends areserve or reserves for any proper purpose and to abolish any such reserve in the manner inwhich it was created;     (4) by a majority of the whole Board, to designate one or more committees, eachcommittee to consist of one or more of the directors of the corporation; the Board maydesignate one or more directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee; the By-laws may provide that,in the absence or disqualification of a member of the committee, the member or membersthereof present at any meeting and not disqualified from voting,
-8-

 
whether or not he or they constitute a quorum, may unanimously appoint another memberof the Board of Directors to act at the meeting in the place of any such absent ordisqualified member; any such committee, to the extent provided in the resolution of theBoard of Directors, or in the By-laws of the corporation, shall have and may exercise allthe powers and authority of the Board of Directors in the management of the business andaffairs of the corporation, and may authorize the seal of the corporation to be affixed toall papers which may require it; but no such committee shall have the power or authority inreference to amending the certificate of incorporation, adopting an agreement of merger orconsolidation, recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, recommending to the stockholdersa dissolution of the corporation or a revocation of a dissolution of the corporation or arevocation of a dissolution, or amending the By-laws of the corporation; and, unless theresolution or By-laws expressly so provide, no such committee shall have the power orauthority to declare a dividend or to authorize the issuance of stock; and     (5) when and as authorized by the stockholders in accordance with statute, to sell,lease or exchange all or substantially all of the property and assets of the corporation,including its goodwill and its corporate franchises, upon such terms and conditions and forsuch consideration, which may consist in whole or in part of money or property, including shares of stock in, and/or other securities of, any other corporation or corporations, asits Board of Directors shall deem expedient and for the best interests of the corporation.     NINTH: Whenever a compromise or arrangement is proposed between this corporation and itscreditors or any class of them and/or between this corporation and its stockholders or any class ofthem, any court of equitable jurisdiction within the State of Delaware may, on the application in asummary way of this corporation or of any creditor or stockholder thereof, or on the application ofany receiver or receivers appointed for this corporation under the provisions of Section 279 ofTitle 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of thestockholders of this corporation, as the ease may be, to be summoned in such manner as the saidcourt directs, If a majority in number representing three-fourths in value of the creditors orclass of creditors, and/or of the stockholders or class of stockholders of this corporation, as thecase may be, agree to any compromise or arrangement and to any reorganization of this corporationas consequence of such compromise or arrangement, the said compromise or arrangement and the saidreorganization shall, if sanctioned by the court to which the said application has been made, bebinding on all the creditors or class of creditors, and/or on all the stockholders or class ofstockholders, of this corporation, as the case may be, and also on this corporation,     TENTH: Meetings of stockholders may he held within or without the State of Delaware, as theBy-laws may provide. The books of the corporation may be kept (subject to any provisions containedin the statutes) outside the State of Delaware at such place or places as may be designated fromtime to time by the Board of Directors or in the By-laws of the corporation. Elections of directorsneed not be by written ballot unless the By-laws of the corporation shall so provide,     ELEVENTH: The corporation reserves the right to amend, alter, change or appeal any provisionscontained in this certificate of incorporation, in the manner now or hereafter prescribed bystatute, and all rights conferred upon stockholders herein are granted subject to this reservation.
-9-

 
     TWELFTH: The personal liability of the directors of the corporation is hereby eliminated tothe fullest extent permitted by the General Corporation Law of Delaware, as the same may be amendedand supplemented. No amendment to or repeal of this Article TWELFTH shall apply to or have anyeffect on the liability or alleged liability of any director of the corporation for or with respectto any acts or omissions of such director occurring prior to such amendment or repeal.*[SIGNATURE PAGE FOLLOWS]*
-10-

 
      PARKER DRILLING COMPANY