SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

BRONCO DRILLING COMPANY, INC.

(Name of Issuer)

Shares of Common Stock, par value $.01 per share

(Title of Class of Securities)

112211107

(CUSIP Number)

Arthur H. Amron, Esq.
Wexford Capital LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

— with copies to —

Gregg Berman, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, NY 10103
(212) 318-3000

August 4, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 112211107 Page 2

     This Amendment No. 2 to Schedule 13D modifies and supplements the Schedule 13D initially filed on July 25, 2008, as amended (the “Statement”), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Bronco Drilling Company, Inc. (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 2, the Statement, as previously amended and as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

     The first sentence of the preamble to the Statement is hereby amended and restated in its entirety by the following:

     The reporting persons named in Item 2 below are hereby jointly filing this Schedule 13D (this “Statement”) because due to certain affiliates and relationships among the reporting persons, such reporting persons may be deemed to beneficially own the same securities of the Issuer acquired by one of the reporting persons.

Item 4. Purpose of Transaction.

     The third paragraph of Item 4 of the Statement is hereby amended by the addition of the following:

     On August 4, 2008 the Reporting Persons wrote the members of the Issuer’s board of directors of the Issuer regarding the Merger Agreement. A copy of that letter is attached hereto as Exhibit 99.3. In addition, on August 4, 2008 the Reporting Persons emailed the chairman of the board of directors of Allis-Chalmers Energy Inc. regarding the Merger Agreement and provided a copy of such email to the Board of Directors of the Issuer. A copy of that email is attached hereto as Exhibit 99.4.

Item 7. Materials to be filed as exhibits

     Item 7 of the Statement is hereby amended by the addition of the following:

     Exhibit 99.3 Letter from Wexford Capital LLC to the Board of Directors of the Issuer dated August 4, 2008

     Exhibit 99.4 Email from Wexford Capital LLC to the Chairman of the Board of Directors of Allis-Chalmers Energy Inc. dated August 4, 2008

* * * * *

CUSIP No. 112211107 Page 3

SIGNATURE

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 2 is true, complete and correct.

Dated: August 4, 2008

WEXFORD ALPHA TRADING LIMITED
By: /s/ Arthur Amron
Name:	Arthur Amron
Title:	Vice President
WEXFORD CATALYST INVESTORS LLC
By: /s/ Arthur Amron
Name:	Arthur Amron
Title:	Vice President and Assistant Secretary
WEXFORD SPECTRUM TRADING LIMITED
By: /s/ Arthur Amron
Name:	Arthur Amron
Title:	Vice President
WEXFORD CAPITAL LLC
By: /s/ Arthur Amron
Name:	Arthur Amron
Title:	Partner and Secretary
	/s/ Charles E. Davidson
	Charles E. Davidson
	/s/ Joseph M. Jacobs
	Joseph M. Jacobs

CUSIP No. 112211107 Page 4

Exhibit Index

Exhibit 99.3	Letter from Wexford Capital LLC to the Board of Directors of the Issuer dated August 4, 2008
Exhibit 99.4	Email from Wexford Capital LLC to the Chairman of the Board of Directors of Allis-Chalmers Energy Inc. dated August 4, 2008

EX-99.3

Wexford Plaza
411 West Putnam Avenue
Greenwich, CT 06830
www.wexford.com
(203) 862-7000

Charles Davidson
Chairman

August 4, 2008

D. Frank Harrison — Chairman, CEO & President
Mike Liddell — Director
David L. Houston — Director
William R. Snipes — Director
Gary C. Hill — Director

Bronco Drilling Company
16217 N. May Avenue
Edmond, OK 73013

Proposed Merger between Bronco Drilling
Company and Allis-Chalmers Energy, Inc.

Gentlemen:

I am writing regarding the proposed merger with Allis Chalmers. As we advised you in our July 29 letter, we believe the merger in not in the best interests of Bronco and its shareholders. To date we have received no response to that letter. While we have no objection to a sale or merger of Bronco, we object to the Allis Chalmers transaction because we believe it substantially undervalues Bronco.

We were surprised by Bronco’s press release on Friday August 1 which announced the recommendation by Glass Lewis & Co. regarding the merger. We believe the board should ensure that the company presents all relevant information regarding the proposed merger and does not color the facts in any manner. Bronco, however, appears to be selectively disclosing information regarding the proposed merger:

• Bronco trumpets the Glass Lewis recommendation, but ignores the July 31 report by Proxy Governance, Inc. (another independent, proxy advisory firm), which recommended that Bronco shareholders vote against the deal because they believe the merger undervalues Bronco and fails to offer a meaningful takeover premium.

1

• Bronco also fails to disclose the July 31 research report by FBR Capital Markets, which upgraded Bronco’s stock to “outperform,” based on FBR’s view that the merger undervalued Bronco and would likely be rejected to Bronco’s shareholders.

• Bronco hasn’t advised its shareholders that three of its largest shareholders have stated that they are opposed to the merger.

• Bronco’s use of the Glass Lewis violates express prohibitions on the use of the analysis to solicit proxies and on reproducing any portion of the report without permission.

• Bronco selectively quotes from the Glass Lewis report, creating the misleading impression that Glass Lewis enthusiastically endorsed the sale process and merger. In fact, the Glass Lewis report expressed concerns about both the sale process and the valuation.

• Bronco’s Q2 earnings announcement also appears to reflect this issue of selective disclosure, and the decision not to conduct a quarterly call deprives shareholders and analysts the opportunity to question management regarding issues raised in the announcement.

Bronco’s failure to acknowledge or disclose the Proxy Governance and FBR reports is a particularly glaring example of selective disclosure. The Proxy Governance report noted as follows regarding the merger:

“Rationale/Conclusion: We do not support this proposal because — in the context of share appreciation for peers in the period since the announcement — it does not appear to offer a meaningful takeover premium, and because the share price itself — which is currently at a premium to the proposed merger consideration — seems to bolster the arguments of large shareholders that the deal undervalues the company.”

Similarly, the “Summary and Recommendation” section of the FBR research report stated:

“We believe the proposed merger of BRNC and ALY undervalues BRNC...”

“Based on both a NAV and peer comparison valuation, we arrive at an estimated current value of $22 per share.”

“We are raising our EPS estimates and price target and are upgrading our rating to Outperform from Market Perform due to the compelling risk/reward of 2% downside if the deal happens and our expectation for 30% upside if the deal is rejected by shareholders.”

*     *      *

2

Bronco’s directors have a continuing obligation to evaluate the proposed merger in light of current facts and circumstances. As such, Bronco’s directors should seriously consider views and opinions that do not comport with their prior support of the merger — like those expressed by the independent Proxy Governance Inc. and FBR. In addition, the board should weigh heavily the views expressed by three of Bronco’s largest shareholders — Third Avenue Management, Alpine Associates and Wexford — each of which has expressed its opposition to the proposed merger.

The no-shop provisions of the merger agreement, which in some circumstances could require Bronco to pay a break-fee or expense reimbursement to Allis Chalmers, should not impede the board’s reconsideration of the proposed transaction. If the cost of proceeding with the merger outweighs the amount of any fee or expense reimbursement that would be payable if the board withdraws its support for the merger, it is incumbent on the board to act in the best interests of the company and its shareholders and recommend rejecting the merger agreement.

If you have questions regarding our views, we would be pleased to discuss them with you.

Sincerely,

Charles Davidson
Chairman

3

EX-99.4

From: Charles Davidson
Sent: Monday, August 04, 2008 1:23 PM
To: Micki Hidayatallah
Cc: Victor Perez; Jeff Freedman
Subject: ALY/Bronco

Dear Mr. Hidayatallah, I am Charles Davidson, Chairman of Wexford. Today, you had a conference call regarding your quarterly financial numbers in which you commented on the proposed merger with Bronco Drilling (BRNC). Since Wexford was mentioned several times in your call, I presume you are aware of us.

On July 30^th, Wexford filed a 13D where we indicated the reasons for why we would vote against the merger of BRNC and Allis Chalmers Energy (ALY). Wexford simply thinks BRNC shareholders are better off owning BRNC directly than owning ALY shares after a merger of ALY and BRNC. We provided detailed analysis of why we think the value of BRNC would indicate a much higher price. We also pointed out the most recent accepted bid for another drilling company was Saxon, which apparently was valued at about twice our proposed consideration of BRNC.

To date neither BRNC nor ALY have chosen to respond to Wexford’s 7/30/08 detailed analysis other than your reference to Wexford on today’s conference call and your statement about “crystal balls”. On the call, my two analysts who were listening were simultaneously disconnected. I guess your logic is so compelling that you need to make sure we can’t ask any questions. I had a number of questions to ask, but obviously we couldn’t since you disconnected Wexford, something the conference call operator said management can do at any time. I might add, since you propose we get a considerable amount of ALY stock, in fact more than you own, that is an odd way to treat a major shareholder. That said, I will ask you the questions I would have liked to do on the call in this e-mail.

If you think so strongly that our analysis is wrong, why don’t you respond in detail to its failings? If you think our 2009 estimate for EBITDA is wrong as you mentioned on the call, what do you think it is? We estimated 2009 standalone EBITDA for BRNC at $150mm plus Challenger, yet neither Johnson Rice advisor to Bronco or RBC advisor to ALY ever mention BRNC’s 2009 standalone projected EBITDA. Why is this most important number not even in your joint merger proxy? I think it is not in the July 10^th proxy because it is a bad fact for you.

With all due respect, isn’t it inappropriate for the buyer, in this case ALY, to be “advising” the seller on what to do? Don’t you have an obvious conflict of interest? Judging by how hard you are fighting, you must be thinking this is a good deal for ALY shareholders. That is ok for ALY shareholders, but I am a BRNC shareholder, and the BRNC shareholders have a final right to vote on this deal.

It is great for you that management and the directors of BRNC like your deal, but after all, they own virtually no stock and some are receiving significant cash payments upon closing. Where is your shareholder support for this deal? You have received letters from a 6% shareholder and a 23% shareholder this year opposing your deal, where is your support? If it is such a great deal, shouldn’t someone other than ALY and BRNC’s conflicted advisors support it?

On today’s call, reading from the transcript I saw you referred to the Middle East as an area for future growth. I am in favor of doing business in the Middle East as historically it is a big potential market. However, I am also aware of the geopolitical realities of the region and would be careful to stay within the letter of the law. I am troubled by a recent June 13^th Bloomberg article in which you indicated you want to do business with Iran. I am not a lawyer, but I thought doing business with Iran was illegal for US Company. I thought if you did do business with Iran you would be subject to potential criminal prosecution. If you intend to do business with Iran, why wasn’t that intention disclosed in the proxy statement relating to the merger agreement?

Finally, you mentioned you did four new rigs in the Haynesville shale. BRNC is an onshore drilling company, ALY is not. Shouldn’t these deals have been done by BRNC? Isn’t this a corporate opportunity that should go to the benefit of BRNC shareholders and not to ALY shareholders? Since ALY is not an onshore driller, and has no experience drilling complex expensive horizontal wells in the Haynesville shale, do you really claim that this opportunity was identified completely independently of BRNC? Was management of BRNC aware of this deal, and did they help you with it?

I know you have been talking to select accounts about the proposed BRNC/ALY deal. I challenge you to a public call this week with BRNC shareholders, BRNC management, and financial advisors to discuss the proposed merger. If your argument is as cut and dry as you claim, this forum would give you a great opportunity to make your case.

Best regards, Charles Davidson — Chairman of Wexford.