SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 15, 2004

                             PARKER DRILLING COMPANY
             (Exact name of registrant as specified in its charter)



                                                                            
          DELAWARE                                 1-7573                              73-0618660
(State or other jurisdiction                    (Commission                         (I.R.S. Employer
      of incorporation)                         File Number)                      Identification No.)




                         1401 Enclave Parkway, Suite 600
                              Houston, Texas 77077
          (Address of principal executive offices, including zip code)


                                 (281) 406-2000
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On November 15, 2004, Parker Drilling Offshore USA, L.L.C., an Oklahoma
limited liability company ("PDOUSA") and indirect wholly owned subsidiary of
Parker Drilling Company, a Delaware corporation (the "Company"), and Hercules
Assets, LLC, a Delaware limited liability company ("Hercules"), entered into an
Asset Purchase Agreement for the sale of PDOUSA's Rig 25J to Hercules for $21.5
million (the "Asset Purchase Agreement"). The Company has guaranteed PDOUSA's
obligations under the Asset Purchase Agreement. The consummation of the sale,
which is subject to customary closing conditions, is currently scheduled for
late December 2004. There are no material relationships between Hercules and the
Company other than the sale of Rig 25J and the previously announced sale by
PDOUSA to Hercules of certain other rigs located in the U.S. Gulf of Mexico,
which closed in August 2004.

         The Company expects to recognize a loss of approximately $3.5 million
upon the disposal of Rig 25J, which was classified as an asset held for sale in
June 2003 when the Company's board of directors approved a plan to sell this rig
and the Company's other U.S. Gulf of Mexico offshore assets. For additional
information about the Company's plan, please see footnote 4 ("Discontinued
Operations") to the Company's unaudited consolidated condensed financial
statements contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004, which is incorporated herein by reference.


ITEM 2.05.  COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

         Please see the information set forth above under Item 1.01, which is
incorporated by reference into this Item 2.05.



                                S I G N A T U R E

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             PARKER DRILLING COMPANY


Dated: November 19, 2004                     By: /s/ James W. Whalen
                                                 -------------------------------
                                                 James W. Whalen
                                                 Senior Vice President and
                                                 Chief Financial Officer