Abstract: An hydraulic top drive apparatus and tubular handling device mounted beneath a conventional crown block, traveling block, bail, and swivel, and including an hydraulically powered top drive pipe rotating device having a single hollow shaft with threads at each end for mating on one end with the drill string or tubular to be worked and on the other with a drilling swivel. The top drive rotating device is attached to a wheeled support frame which moves on guide rails which are mounted to a derrick. The top drive apparatus can be pivoted in a horizontal plane away from the vertical axis of the drill string or other tubulars. Motive force is applied directly to the drill string or other tubular being worked. A pivotable pipe lifting and positioning device is mounted beneath the top drive on the wheeled support frame for picking up pipe and positioning it so that the pipe threads can mate precisely with the threads of the top drive shaft.