EXHIBIT 5



                       [CONNER & WINTERS, P.C. LETTERHEAD]



                                September 5, 2002


Parker Drilling Company
1401 Enclave Parkway, Suite 600
Houston, TX 77077


Re:      Parker Drilling Company Registration Statement on Form S-8

Ladies & Gentlemen:

         We have acted as counsel to Parker Drilling Company, a Delaware
corporation (the "Company"), in connection with the registration of 1,800,000
shares of the Company's Common Stock, $0.16 2/3 par value per share (the
"Shares"), by the Company on a Registration Statement filed with the Securities
and Exchange Commission on Form S-8 (the "Registration Statement"). The Shares
are issuable in connection with the Parker Drilling Company Third Amended and
Restated 1997 Stock Plan.

         We have examined the Registration Statement being filed
contemporaneously herewith. We have also examined and are familiar with an
original or copy, the authenticity of which has been established to our
satisfaction, of the Parker Drilling Company Third Amended and Restated 1997
Plan and all such documents, corporate records, and other instruments as we have
deemed necessary to express the opinion herein set forth, including the
Prospectus. We have assumed that the consideration to be received by the Company
for each of the Shares upon issuance will equal or exceed the par value per
share of Common Stock of the Company.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued, delivered and paid for in accordance with
the terms of the Parker Drilling Company Third Amended and Restated 1997 Plan
and authorized forms of agreement issued pursuant thereto, will be validly
issued, fully paid and non-assessable.

         We are members of the bar of the State of Oklahoma. Our opinion
expressed above is limited to the laws of the State of Oklahoma, the corporate
law of the State of Delaware and the











September 5, 2002
Page 2



federal laws of the United States of America, and we do not express any opinion
herein concerning the laws of any other jurisdiction.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in Item 5 of Part II
thereof.

         Ronald C. Potter, a shareholder, director and officer of this firm is
Corporate Secretary of the Company.

                                                Very truly yours,


                                                /s/  Conner & Winters, P.C.
                                                Conner & Winters, P. C.