8-K

   1





================================================================================



                                 UNITED STATES
                       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):  September 3, 1997




                           NOBLE DRILLING CORPORATION
             (Exact name of registrant as specified in is charter)





          Delaware                  0-13857               73-0374541
(State or other jurisdiction      (Commission           (IRS Employer
     of incorporation)           File Number)        Identification No.)



                        10370 Richmond Avenue, Suite 400
                              Houston, Texas 77042
         (Address, including zip code, of principal executive offices)

      Registrant's telephone number, including area code:  (713) 974-3131





================================================================================
   2
ITEM 5. OTHER EVENTS.

BACKGROUND

    Noble Drilling Corporation (the "Company") adopted a stockholder rights
plan on June 28, 1995, pursuant to which the Board of Directors of the Company
authorized and declared a dividend of one Right (a "Right") for each share of
Common Stock, par value $.10 per share ("Common Stock"), of the Company (the
"Common Shares"). The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated June 28, 1995 between the
Company and Liberty Bank and Trust Company of Oklahoma City, N.A., as Rights
Agent (the "Rights Agent"). The Rights Agreement was not entered into in
response to any specific takeover proposal involving the Company and the Rights
are not currently exercisable. When exercisable each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $1.00 per share, of
the Company (the "Preferred Shares"), at the exercise price per one
one-hundredth of a Preferred Share (the "Purchase Price") specified in the
Rights Agreement, subject to adjustment.

    A copy of the Rights Agreement specifying the terms of the Rights is filed
as an Exhibit to this Form 8-K and incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference
to the Rights Agreement.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT

    On September 3, 1997, the Company and the Rights Agent entered into
Amendment No. 1 ("Amendment No. 1") to the Rights Agreement. Amendment No. 1
amends the Rights Agreement to increase the Purchase Price to $120.00 from
$35.00 per one one-hundredth of a Preferred Share. Amendment No. 1 was not
entered into in response to any specific takeover proposal involving the 
Company.

    As of September 2, 1997, there were 131,022,060 Common Shares issued and
outstanding, and an aggregate of an additional 9,683,393 Common Shares reserved
for issuance under the Company's employee stock option plans and non-employee
director stock option plan and agreements. In connection with Amendment No. 1,
the Company's Board of Directors has authorized and directed an amendment of
the Certificate of Designations of Series A Junior Participating Preferred
Stock to increase to 1,500,000 from 1,100,000 the number of Preferred Shares
reserved for issuance upon the exercise of the Rights, which number of
Preferred Shares is subject to adjustment from time to time in accordance with
the Rights Agreement.

    A copy of Amendment No. 1 to the Rights Agreement is filed as an Exhibit to
this Form 8-K and incorporated herein by reference. The foregoing description
of Amendment No. 1 is qualified in its entirety by reference to the Rights
Agreement. In addition, a Summary of Rights to Purchase Preferred Shares, as
amended as of September 3, 1997 to conform with Amendment No. 1, is filed as an
Exhibit to this Form 8-K and incorporated herein by reference.





                                       1
   3
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    (c)  Exhibits



         Item        Exhibit
              
         4.1     Rights Agreement, dated as of June 28, 1995, between Noble
                 Drilling Corporation and Liberty Bank and Trust Company of
                 Oklahoma City, N.A. (filed as Exhibit 4 to the Registrant's
                 Form 8-K dated June 29, 1995 and incorporated herein by
                 reference)

         4.2     Amendment No. 1 to Rights Agreement, dated September 3, 1997,
                 between Noble Drilling Corporation and Liberty Bank and Trust
                 Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to the
                 Registrant's Form 8-A/A (Amendment No. 1) dated September 3,
                 1997 and incorporated herein by reference)

         4.3     Summary of Rights to Purchase Preferred Shares, as amended as
                 of September 3, 1997 to conform with Amendment No. 1 to Rights
                 Agreement, dated September 3, 1997






                                       2
   4
                                   SIGNATURE



    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 thereunto duly authorized.


                              NOBLE DRILLING CORPORATION



Date:  September 3, 1997          By:   /s/ Byron L. Welliver                 
                                      ----------------------------------------
                                  Name:  Byron L. Welliver,
                                  Title: Senior Vice President - Finance,
                                         Treasurer and Controller





                                       3
   5
                               INDEX TO EXHIBITS




 ITEM
NUMBER                                EXHIBIT
- ------                                -------
              
4.1              Rights Agreement, dated as of June 28, 1995, between Noble Drilling Corporation and Liberty Bank and
                 Trust Company of Oklahoma City, N.A. (filed as Exhibit 4 to the Registrant's Form 8-K dated June 29,
                 1995 and incorporated herein by reference)

4.2              Amendment No. 1 to Rights Agreement, dated September 3, 1997, between Noble Drilling Corporation and
                 Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to the Registrant's Form
                 8-A/A (Amendment No. 1) dated September 3, 1997 and incorporated herein by reference)

4.3              Summary of Rights to Purchase Preferred Shares, as amended as of September 3, 1997 to conform with
                 Amendment No. 1 to Rights Agreement, dated September 3, 1997

EX-4.3

   1



                           NOBLE DRILLING CORPORATION

                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES

                         DATED AS OF SEPTEMBER 3, 1997

         On June 28, 1995, the Board of Directors of Noble Drilling Corporation
(the "Company") authorized and declared a dividend of one Right (a "Right") for
each outstanding share of Common Stock, par value $.10 per share ("Common
Stock"), of the Company (the "Common Shares").  The dividend is payable on July
10, 1995 (the "Record Date") to the holders of record of the Common Shares at
the close of business on that date.  In addition, the Company has authorized
the issuance of one Right with respect to each share of Common Stock that shall
become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined).  When exercisable each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $1.00 per share, of the Company
(the "Preferred Shares"), at a price of $120.00 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment.  The description
and terms of the Rights are set forth in a Rights Agreement dated as of June
28, 1995, as amended as of September 3, 1997 and as it may be further amended
from time to time (the "Rights Agreement"), between the Company and Liberty
Bank and Trust Company of Oklahoma City, N.A., as Rights Agent (the "Rights
Agent").

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15 percent or more of
the outstanding Common Shares and (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors of the Company prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) following the commencement of, or first public announcement
of an intention to commence, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group of
affiliated or associated persons of 15 percent or more of the outstanding
Common Shares (the earlier of such dates being herein referred to as the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding on or
after the Record Date, even without such

                                      1
   2
notation or a copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.  As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date.  The
Rights will expire on July 10, 2005 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).

         The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.

         Preferred Shares purchasable upon exercise of the Rights will not be
subject to redemption by the Company.  Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $.01 per share but will be
entitled to an aggregate dividend of 100 multiplied times the dividend declared
per Common Share.  In the event of liquidation, the holder of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of $1.00
per share but will be entitled to an aggregate payment of 100 multiplied times
the payment made per Common Share.  Each Preferred Share will have 100 votes,
voting together with the Common Shares.  Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 multiplied times the amount
received per Common Share.  These rights are protected by customary
antidilution provisions.

         Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.





                                       2
   3
         In the event that the Company is acquired in a merger or other
business combination transaction or 50 percent or more of its consolidated
assets or earning power are sold after a person or group of affiliated or
associated persons has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of
the Right.  In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring
Person (which will thereafter be null and void and nontransferable), will
thereafter have the right to receive upon exercise that number of Common Shares
of the Company having a market value of two times the exercise price of the
Right.

         At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50 percent or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which will have become null and void and nontransferable),
in whole or in part, at an exchange ratio of one Common Share, or one
one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in such Purchase Price.  The Company may, but shall not be required to,
issue fractions of a Preferred Share (other than one one-hundredth of a
Preferred Share or any integral multiple thereof, which may, at the election of
the Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.

         At any time prior to the close of business on the tenth day following
a public announcement that an Acquiring Person has become such an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price").  The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish.  The time at which the Rights are redeemed by the Company is herein
referred to as the "Redemption Date."  Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights will be to receive the Redemption Price.

         At any time prior to the Distribution Date and subject to the last
sentence of this paragraph, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including without limitation an amendment to lower certain thresholds described
above to not less than the greater of (i) the sum of 0.001 percent and the
largest percentage of the outstanding Common Shares then known by the





                                       3
   4
Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10 percent.  From and after the Distribution Date
and subject to applicable law, the terms of the Rights may be amended by the
Board of Directors of the Company without the consent of the holders of the
Rights Certificates to, among other things, make any other provisions in regard
to matters under the Rights Agreement that the Company may deem necessary or
desirable and that shall not adversely affect the interests of the holders of
the Rights or Rights Certificates (other than an Acquiring Person or an
affiliate or associate of an Acquiring Person).  The terms of the Rights may
not be amended to (i) reduce the Redemption Price (except as required by
antidilution provisions) or (ii) provide for an earlier Final Expiration Date.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

         The Preferred Shares shall rank, with respect to the payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Company, junior to all other series of preferred stock of the
Company, unless the Board of Directors of the Company shall specifically
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such
other series and the qualifications, limitations and restrictions thereof.

         On September 3, 1997, the Company and the Rights Agent entered into
Amendment No. 1  to the Rights Agreement.  This Amendment No. 1 amended the
Rights Agreement to increase the Purchase Price to $120.00 from $35.00 per one
one-hundredth of a Preferred Share.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
June 29, 1995, as amended by Form 8-A/A (Amendment No. 1) dated September 3,
1997.  A copy of the Rights Agreement is available free of charge from the
Company.  This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.





                                       4