As filed with the Securities and Exchange Commission on August 19,November 18, 1997
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------

NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Delaware 72-1123385
(State or other jurisdiction of (I.R.S. Employer ofIdentification No.)
incorporation or organization) Identification No.)

3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(504) 838-8222
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

-------------------------------------------------------------------------------------

JAMES D. COLE, PRESIDENT
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(504) 838-8222
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:
HOWARD Z. BERMAN, ESQ.
ERVIN, COHEN & JESSUP LLP
9401 WILSHIRE BOULEVARD, 9TH FLOOR
BEVERLY HILLS, CALIFORNIA 90212
(310) 273-6333

-------------------------------------------------

Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[ ][_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]________[_] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]________[_] __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ][_]

CALCULATION OF REGISTRATION FEE

============================================================================================================- ---------------------------------------------------------------------------------------------------------
Title of each class of Proposed Proposed maximum
securities to be Amount to be maximum offering aggregate offering Amount of
registered registered(1) price per unit(2) price(2) registration fee
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01
par value 260,465125,500 shares $ 33.875 $ 8,823,252 $ 2,673.71
============================================================================================================$21.10 $2,647,422.50 $802.25

- ---------------------------------------------------------------------------------------------------------

(1) Pursuant to Rule 416(b), this registration statement includes 62,750 shares
of Common Stock issuable as a result of a 100% stock dividend payable by
the registrant on November 26, 1997 to stockholders of record on November
14, 1997.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). -------------------------------Represents one-half of the closing sales price on
November 14, 1997, to reflect the 100% stock dividend payable by the
registrant on November 26, 1997 to stockholders of record on November 14,
1997.

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY+
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++********************************************************************************
*A registration statement relating to these securities has been filed with the *
*Securities and Exchange Commission but has not yet become effective. *
*Information contained herein is subject to completion or amendment. These *
*securities may not be sold nor may offers to buy be accepted prior to the time*
*the registration statement becomes effective. This prospectus shall not *
*constitute an offer to sell or the solicitation of an offer to buy nor shall *
*there be any sale of these securities in any State in which such offer, *
*solicitation or sale would be unlawful prior to registration or qualification *
*under the securities laws of any such State. *
********************************************************************************

SUBJECT TO COMPLETION DATED AUGUST 19,NOVEMBER 18, 1997

260,465125,500 SHARES

NEWPARK RESOURCES, INC.

COMMON STOCK
($.01 par value)
____________________________

This Prospectus relates to the resale of 260,465125,500 shares (the "Shares") of
outstanding Common Stock of Newpark Resources, Inc. ("Newpark") by the "Selling
Stockholders". See "Selling Stockholders". Newpark will not receive any
proceeds from the sale of the Shares.

Newpark's Common Stock is listed on the New York Stock Exchange under the
symbol "NR". On August 15,November 17, 1997, the reported last sale price of the Common
Stock on The New York Stock Exchange Composite Tape was $33.875$44.00 per share. All
share and per share numbers contained herein have been adjusted to reflect a
100% stock dividend declared by Newpark, which is payable on November 26, 1997
to stockholders of record on November 14, 1997 (the "Stock Dividend").

For a discussion of certain factors that should be considered in connection
with an investment in the Common Stock, see "Risk Factors" on Page 7.4.

_______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

_______________

The Shares generally may be offered for sale from time to time by the
Selling Stockholders on the New York Stock Exchange in ordinary brokerage
transactions at market prices prevailing at the time of sale or in negotiated
transactions at prices related to prevailing market prices. Brokers or dealers
will receive commissions or discounts from the Selling Stockholders in amounts
to be negotiated prior to the sale. Any brokers or dealers participating in the
offering of any such shares may be deemed to be "underwriters" within the
meaning of the Securities Act, and the compensation received by them may be
deemed to be underwriting commissions or discounts. Substantially all of the
expenses of this offering, estimated at approximately $17,000,$10,000, will be paid by
Newpark. See "Selling Stockholders" and "Plan of Distribution".

The date of this Prospectus is , 1997.

AVAILABLE INFORMATION

Newpark is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at 7 World Trade Center, 13th Floor, New York, NY 10048 and 500 West
Madison Street, Suite 1400, Chicago, IL 60661. Copies of such material can be
obtained from the Public Reference section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, and on the
World Wide Web at the Commission's Web site located at "http://www.sec.gov".
Newpark's Common Stock is traded on the New York Stock Exchange, and such
reports and other information also can be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005.

Newpark has filed with the Commission a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and the exhibits thereto, to which
reference is hereby made. Statements made in this Prospectus as to the contents
of any contract, agreement or other document are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the registration statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement is
qualified in its entirety by such reference. Any interested parties may inspect
the registration statement, without charge, at the public reference facilities
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and any
interested parties may obtain copies of all or any part of the registration
statement from the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents or portions of documents filed by Newpark with the
Commission are incorporated by reference into this Prospectus:

1. Newpark's Annual Report on Form 10-K for the year ended December 31,
1996, as amended on May 23, 1997.

2. All other reports filed by Newpark pursuant to Sections 13(a) or 15(d)
of the Exchange Act since December 31, 1996, including Newpark
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and JuneSeptember 30, 1997, and Newpark's Current Report on
Form 8-K dated May 14, 1997.

3. The description of Newpark's Common Stock contained in its
Registration Statement pursuant to Section 12 of the Exchange Act, as
amended from time to time.

All documents filed by Newpark pursuant to Sections 13(a), 13(c), 14 or
5(d)15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and made a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall

be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified, to constitute a part of this Prospectus.

Newpark will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon written or oral request, a copy of any and all
documents incorporated by reference in this Prospectus, other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents. Requests should be directed to Ms. Edah Keating, Corporate
Secretary, Newpark Resources, Inc., 3850 North Causeway, Suite 1770, Metairie,
Louisiana 70002, or by telephone at (504) 838-8222.

THE COMPANY

Newpark is a leading provider of integrated environmental and oilfield
services to the oil and gas exploration and production industry in the U.S. Gulf
Coast area, principally in Louisiana and Texas. TheseServices provided, either
individually or as part of a comprehensive package, include: (i) oilfield waste
services are concentrated in three key
product lines: (i)utilizing patented and proprietary technology, including processing and
disposal of oilfield waste, including nonhazardous oilfield waste ("NOW") and oilfield waste that is
contaminated with naturally occurring radioactive material ("NORM"), utilizing patented; (ii)
drilling fluids products and proprietary technology; (ii)services and related engineering and technical
services; (iii) mat rental servicesrentals and sales in which patented prefabricated wooden
mats are used utilizing patented and proprietary technology as temporary access roads and worksites in oilfield and other
construction applications; and (iii)(iv) other integrated oilfield services,
including construction, design and engineering technicalservices. In order to take
advantage of many customers' increasing focus on outsourcing and vendor
consolidation, Newpark has integrated its drilling fluids products and services
with its mat services and waste disposal services to the oil and gas
exploration industry.

OILFIELD WASTE AND OTHER ENVIRONMENTAL SERVICESprovide a "one-stop shop"
approach to solving customers' problems.

Newpark collects, processes and disposes of oilfield waste, primarily NOW
and NORM. Newpark also treats NOW at the well site, remediates waste pits and
other contaminated sites and provides general oilfield services. In its NOW
processing and disposal business, Newpark processes the majority of the NOW received at its facilities primarily for
injection into environmentally secure geologic formations deep underground and,
creates from the remainderto a lesser extent, for disposal at certain landfarming facilities. NOW that is
not injected or landfarmed is processed by Newpark into a product which is used
as intermediate daily cover material or cell liner and construction material at
3
municipal waste landfills. In addition,1994, Newpark began processing and disposing of
NORM waste. Since June 1996, Newpark has operated under a license authorizing
the direct injection of NORM into disposal wells at Newpark's Big Hill, Texas
facility, the only offsite facility in the U.S. Gulf Coast licensed for the
direct injection of NORM.

Newpark is a full-service provider of drilling fluids and associated
engineering and technical services to the onshore and offshore oil and gas
exploration industry in the Gulf Coast areas of Louisiana and Texas. Newpark
focuses on providing unique solutions to highly technical drilling projects
involving complex conditions, as these projects require critical engineering
support of the fluids system during the drilling process in order to ensure
optimal performance at the lowest total well cost. Newpark has established its
own barite grinding capacity in order to provide a supply of critical raw
materials for its drilling fluids operations. Additionally, Newpark has
initiated a process to recycle a portion of the NOWdrilling fluids received as
waste collected in its NOW disposal operationsbusiness, in order to (i) recover barite and other key
chemical components for usereuse in the makeupproduction of drilling fluids, (ii) reduce
the costs of materials in producing drilling fluids and (iii) expand the
available supply of drilling fluids.

Since the fourth quarter of 1994, and until June 1996,3

In its mat business, Newpark provided
processing and disposal of NOW waste contaminated with NORM by processing the
waste into NOW for injection disposal into wells owned by Newpark. On
May 21, 1996, Newpark was issued a license from the Texas Railroad Commission
authorizing the direct injection of NORM, subject to certain contamination
limits, into disposal wells at Newpark's Big Hill, Texas facility. The direct
injection of NORM permitted under the new license, which commenced on
June 1, 1996, expanded Newpark's NORM disposal capacity and significantly
reduced the amount of pre-injection transportation, processing and chemicals
required, thereby reducing Newpark's cost of disposal.

In December 1996, Newpark was issued a process patent covering its offsite
NOW and NORM waste processing operations. The patent covers the process by
which Newpark prepares the waste into a slurry for low pressure injection into
specific underground geological formations.

Newpark also provides industrial waste management and laboratory and
consulting services for the customers of its NOW and NORM services.

MAT RENTAL

Newpark uses a patented interlocking wooden mat systemsystems
to provide temporary access roads and worksites in unstable soil conditions,
typically foundprimarily in support of oil and gas exploration operations along the U.S. Gulf
Coast. PriorIn response to 1994, Newpark's mat rental services were provided primarily to the oil
and gas exploration and production industryincreasing environmental regulations, in Louisiana and Texas. In 1994, Newpark
began marketing these temporary worksites to other industries.
Increasing environmental regulation affectingits mat services for use in the construction of pipelines,
electrical distribution systems and highways in and through wetlands
environments has providedenvironments. As a substantialresult, this new outletmarket for these services andNewpark's mat business has
broadened the geographic area served by Newpark to include the coastal areas of
the Southeastern U.S., particularly Florida and Georgia, in additionGeorgia. Newpark also markets
its mat services to the U.S.
Gulf Coast. In 1995, through a joint venture, Newpark began marketing its mat
rental servicesoil and gas exploration industries in Venezuela and
in September 1996,Algeria.

Newpark purchased the
minority interests of its partners in this venture. During the fourth quarter
of 1996, Newpark made an initial shipment of mats to Algeria, and Newpark plans
to continue development of this market during 1997. Mat rental revenue has
increased from $11 million in 1990 to $33 million in 1996. Since 1992, Newpark
has owned a sawmill in Batson, Texas, to provide hardwood lumber used in
construction of its mats, and Newpark expanded the capacity of the facility
during 1994 and 1995.

The recent trend toward more strict environmental regulation of both
drilling and production operations conducted by Newpark's customers has resulted
in greater synergy between Newpark's mat rental and general oilfield
construction services and its other

environmental services. Newpark offers its services individually and as an
integrated package andalso provides a comprehensive combinationrange of on-siteother environmental and
oilfield services for its customers' oil and gas exploration and production
activities, including site assessment, waste managementpit design, construction and
installation, regulatory compliance assistance, site remediation and site
closure, construction services, for both the drillinghook-up and connection of new siteswells and the
remediationinstallation
of existing sites. In addition, Newpark believes that the
opportunity exists to integrate its drilling fluids services and products with
its mat rental and waste disposal services to provide a complete drilling-site
services product offering.production equipment.

Newpark was organized in 1932 as a Nevada corporation and in April 1991
changed its state of incorporation to Delaware. Newpark's principal executive
offices are located at 3850 North Causeway Boulevard, Suite 1770, Metairie,
Louisiana 70002, and its telephone number is (504) 838-8222.

THE CAMPBELL WELLS ACQUISITION

On August 12, 1996, Newpark completed the acquisition (the "Campbell Wells
Acquisition") of substantially all of the marine-related NOW collection
operations of Campbell Wells Ltd. ("Campbell Wells"), a wholly owned subsidiary
of Sanifill, Inc. ("Sanifill"), for an aggregate purchase price of $70.5
million. The Campbell Wells Acquisition was completed pursuant to the terms of
an Asset Purchase and Lease Agreement, dated June 5, 1996 (the "Acquisition
Agreement"), which provided for the purchase and lease of certain marine-related
assets of Campbell Wells' NOW service business (the "Acquired Business"),
excluding its landfarming facilities and associated equipment. In connection
with the Campbell Wells Acquisition, Newpark assumed obligations under a NOW
Disposal Agreement (the "Disposal Agreement") with Sanifill and Campbell Wells,
providing for the delivery by Newpark for a period of 25 years of an agreed
annual quantity of NOW waste for disposal at certain of Campbell Wells'
landfarming facilities. Subsequently, USA Waste acquired Sanifill, and Sanifill
and Campbell Wells sold their landfarming facilities and associated equipment
and assigned their rights under the Disposal Agreement and other agreements with
Newpark that were executed upon consummation of the Campbell Wells Acquisition
to U.S. Liquids, Inc., a newly formed corporation which assumed Sanifill's and
Campbell Wells' obligations under such agreements. The acquisition by USA Waste
and the assignment and assumption by U.S. Liquids, Inc. did not, however,
release or diminish any party's obligations to Newpark under such agreements.

The aggregate purchase price under the Acquisition Agreement was $70.5
million, paid by wire transfer at the closing of the Campbell Wells Acquisition
with part of the proceeds from the sale of 3,450,000 shares of Newpark's Common
Stock, at $30.00 per share, in an underwritten public offering also completed on
August 12, 1996. The remaining net proceeds from the public offering,
approximately $25.8 million after payment of related transaction costs, were
used to repay all amounts outstanding under the revolving line of credit portion
of Newpark's bank credit agreement.

The Campbell Wells Acquisition has significantly expanded Newpark's service
capabilities and processing capacity. Newpark believes that the Campbell Wells
Acquisition has provided and will continue to provide economies of scale
associated with handling a larger volume of waste through its facilities.
Newpark has combined the service capabilities of the Acquired Business with its
existing operations to speed the turnaround of barges and boats at its transfer
stations, thus providing better customer service. Newpark believes that
economic efficiencies have resulted from the reduction in the size of the
combined barge fleet operated by Newpark to service its transfer stations and
from the consolidation of operations at more efficient transfer stations,
permitting Newpark to receive a substantially higher volume of waste without
material additions to existing costs. Furthermore, Newpark expects that as a
result of the Campbell Wells Acquisition, access to Sanifill's disposal
facilities under the Disposal Agreement has allowed Newpark to reduce its barge
transportation costs and make more efficient use of its barge fleet, further
augmenting its processing capacity. Newpark believes that its current
processing and disposal capacity, combined with access provided to the landfarm
disposal facilities of Sanifill under the Disposal Agreement, will be adequate
to provide for expected future demand for its oilfield waste disposal and other
environmental services. Newpark will nevertheless continue its strategy of
adding injection disposal capacity throughout the U.S. Gulf Coast region to more
efficiently serve its customers.

DRILLING FLUIDS RELATED ACQUISITIONS

On February 28, 1997, Newpark completed the acquisition of Sampey Bilbo
Meschi Drilling Fluids Management, Inc. ("SBM"), a regional Gulf Coast drilling
mud company specializing in engineering, technical and drilling fluids services
to the oil and gas exploration industry. In the acquisition, the former
stockholders of SBM were issued an aggregate of 1,164,000 shares of Newpark
Common Stock. Newpark plans to provide SBM certain components recycled from the
NOW waste collected by Newpark for use by SBM in the make-up of drilling fluids
for SBM's customers. Newpark believes that providing SBM these recycled NOW
waste components will reduce SBM's cost of materials and reduce the costs to
Newpark of handling and disposing of NOW. On July 24, 1997, SBM changed its
name to Newpark Drilling Fluids, Inc.

Since the acquisition of SBM, Newpark has acquired several additional
companies in the drilling fluids business in order to expand its capabilities
and increase its access to barite used in the make-up of drilling fluids and its
distribution of drilling fluid components. On May 28, 1997, Newpark acquired
Excalibar Minerals, Inc. ("Excalibar"), a specialty milling company which grinds
barite and other industrial minerals for oilfield and industrial markets, in
exchange for 333,334 shares of Newpark Common Stock. On June 4, 1997, Newpark
acquired two related drilling fluids companies operating in the South Texas
markets, Chemical Technologies, Inc. ("CTI"), a retailer of drilling fluids, and
FMI Wholesale Drilling Fluids U.S.A., L.P. ("FMI"), a wholesaler of drilling
fluids. An aggregate of 222,222 shares of

Newpark Common Stock were issued in connection with the acquisition of CTI and
FMI. On July 24, 1997, Newpark acquired two additional drilling fluids
distribution companies operating in the Texas markets, Smithey, Inc., in
exchange for 70,000 shares of Newpark Common Stock, and Advanced Chemical
Technologies, Inc. ("ACT"), in exchange for 60,000 shares of Newpark Common
Stock. See "Selling Stockholders" for further information regarding each of the
foregoing acquisitions. Newpark may seek to acquire additional businesses in the
drilling fluids business.

OTHER RECENT ACQUISITIONS

In addition to the acquisitions in its drilling fluids business, Newpark
also has recently acquired three oilfield site contractors in order to add to
its customer base and strengthen Newpark's presence and service capabilities in
the site preparation and contracting business. On May 29, 1997, Newpark acquired
two related Lafayette, Louisiana based oilfield site contractors, Supreme
Contractors, Inc. ("Contractors") and Supreme Contractors International, Inc.
("International"), in exchange for an aggregate of 244,444 shares of Newpark
Common Stock. See "Selling Stockholders" for further information regarding the
acquisition of Contractors and International by Newpark. On July 24, 1997,
Newpark acquired Bockmon Construction Company, Inc., a Beaumont, Texas based
oilfield site contractor, in exchange for 251,000 shares of Newpark Common
Stock.

RISK FACTORS

In addition to the other information contained in or incorporated by
reference into this Prospectus, prospective investors should carefully consider
the following factors relating to the business of Newpark in evaluating an
investment in the Common Stock.

DEPENDENCE ON OIL AND GAS INDUSTRY

Demand for Newpark's environmental and oilfield services depends in large
part upon the level of exploration and production of oil and gas and the
industry's willingness to spend capital on environmental and oilfield services.
Thisservices,
which in turn depends on oil and gas prices, expectations about future prices,
the cost of exploring for, producing and delivering oil and gas, the discovery
rate of new oil and gas reserves and the ability of oil and gas companies to
raise capital. Domestic and international political, military, regulatory and
economic conditions also affect the industry. Prices for oil and gas
historically have been extremely volatile and have reacted to changes in the supply of and
the demand for oil and natural gas, domestic and worldwide economic conditions
and political instability in oil producing countries. No assurance can be given
that current levels of oil and gas activities will be maintained or that demand
for Newpark's services will reflect the level of such activities. Prices for
oil and natural gas are expected to continue to be volatile and affect the
demand for Newpark's services. Shortages of critical equipment and trained
personnel to operate such 7
equipment also may limit the level of drilling
activity in the oil and gas industry. A material decline in oil or natural gas
prices or activities could materially affect the demand for the Company'sNewpark's services
and, therefore, the
Company'sNewpark's consolidated financial statements.

IMPACT OF GOVERNMENT REGULATIONS

Newpark believes that the demand for its principal environmental services
is directly related to regulation of NOW and NORM. Rescission or relaxation of
such regulations, or a failure of governmental authorities to enforce such
regulations, could result in decreased demand for Newpark's

services and, therefore, could materially affect Newpark's consolidated
financial statements. Newpark's business may also be adversely affected by new
regulations or changes in other applicable regulations.

NOW is currently exempt from the principal Federal statute governing the
handling of hazardous waste. In recent years, proposals have been made to
rescind this exemption. The repeal or modification of the exemption covering
NOW or modification of applicable regulations or their interpretation regarding
the treatment and/or disposal of NOW or NORM waste could require Newpark to
alter significantly its method of doing business. Such repeal or modification
could have a material adverse effect on Newpark's consolidated financial
statements.

LOW BARRIERS TO ENTRY; LOSS OF TECHNOLOGY RIGHTS

Newpark has been granted U.S. patents on certain aspects of its system for
processing and disposing of NOW and NORM. There is no assurance that such
patents will give Newpark a meaningful competitive advantage. Barriers to entry by competitors
for Newpark's environmental and oilfield services are low. Therefore,
competitive products and services have been and may be successfully developed
and marketed by others. In addition, the
environmental services business in the oilfield could be impacted by future
technological change and innovation, which could result in a reduction in the
amount of waste being generated or alternative methods of disposal being
developed.

INCREASED

COMPETITION

The processing of NOW and NORM waste is a relatively new industry.
Competition in this market can be expected to increase as the industry develops.
In the meantime, Newpark expects to encounter significant competition from third
party competitors in connection with any proposed expansion into additional
geographic areas and services. Barriers to entry by competitors for Newpark's
environmental and oilfield services are low. Therefore, competitive products
and services have been and may be successfully developed and marketed by others.
Newpark also faces competition from oil and gas producing customers who are
continually seeking to enhance and develop their own methods of disposal instead
of utilizing the services of third party NOW and NORM disposal companies such as
Newpark. The desire to use such 8
internal disposal methods could be increased by
future technological change and innovation and limitscould limit the ability of
Newpark to increase prices. The increased use by Newpark's oil and gas
producing customers of their own disposal methods and other competitive factors
could have a material adverse effect on Newpark's consolidated financial
statements. Newpark also faces competition in the drilling fluids market, where
there are several larger companies that may have both lower capital costs and
greater geographic coverage than Newpark, as well as numerous smaller companies
that may have a lower total cost structure.

FAILURE TO COMPLY WITH GOVERNMENTAL REGULATIONS

Newpark's business is subject to numerous and continually evolving Federal, state and local laws,
regulations and policies that govern environmental protection, zoning and other
matters. These laws and regulations have changed frequently in the past and it
is reasonable to expect additional changes in the future. If existing
regulatory requirements change, Newpark may be required to make significant
unanticipated capital and operating expenditures. Although Newpark believes
that it is presently in material compliance with applicable laws and
regulations, there is no assurance that itits operations will be deemedcontinue to be in compliance in the future.comply
with future laws and regulations. Governmental authorities may seek to impose
fines and penalties on Newpark or to revoke or deny the issuance or renewal of
operating permits for failure to comply with applicable laws and regulations.
Under such circumstances, Newpark might be required to curtail or

5
cease operations or conduct site remediation until a
particular problem is remedied,or other corrective action, which
could have a material adverse effect on Newpark's consolidated financial
statements.

POTENTIAL ENVIRONMENTAL LIABILITY; INSUFFICIENCY OF INSURANCE

Newpark's business exposes it to risks such as the potential forrisk of harmful substances escaping
into the environment, resulting in personal injury or loss of life, severe
damage to or destruction of property, environmental damage and suspension of
operations. The current and past activities of Newpark and the activities of
its former divisions and subsidiaries could result in the imposition of
substantial environmental, regulatory and other liabilities on Newpark,
including the costs of cleanup of contaminated sites and site closure
obligations. Such liabilities could also be imposed on the basis of negligence,
strict liability, breach of contract with customers or, in many instances, as a
result of contractual indemnification by Newpark of its customers in the normal
course of its business. Injection wells have been used for many years for
disposal of oilfield waste; however, certain aspects of Newpark's technology
have not been used previously by others and itsthe future performance of such
technology is uncertain.

While Newpark maintains liability insurance, the insurance is subject to
coverage limits and certain policies exclude coverage for damages resulting from
environmental contamination. Although there are currently numerous sources from
which such coverage may be obtained, there can be no assurance that insurance
will continue to be available to Newpark on commercially reasonable terms, that
the possible types of liabilities that may be incurred by Newpark will be
covered by its insurance, that Newpark's insurance carriers will be able to meet
their obligations under the policies or that the dollar amount of such
liabilities will not exceed Newpark's policy limits. Even a partially uninsured
claim, if successful and of 9
significant magnitude, could have a material adverse effect on Newpark's
consolidated financial statements.

FAILURE TO INTEGRATE ACQUIRED BUSINESSES

Newpark's recent acquisitions, including the Campbell Wells Acquisition and
the acquisition of SBM and other companies in the drilling fluids business,
significantly increased the size of Newpark's operations. Successful
integration of these additional operations will depend primarily on Newpark's
ability to manage this additional business and eliminate redundancies and excess
costs. In addition, successful integration of SBM and Newpark's other recent
acquisitions in the drilling fluids business will depend on the ability of
Newpark to develop and integrate into their operations the recycling of NOW into
drilling fluids in order to reduce the costs of materials and reduce Newpark's
handling and disposal costs. Material failure or substantial delay in
accomplishing the integration of these businesses could have a material adverse
effect on Newpark's consolidated financial statements.

RELIANCE ON KEY PERSONNEL

Newpark is dependent upon the efforts and talents of its executive officers
and certain key personnel. Loss of the services of one or more of these persons
could adversely affect the operations of Newpark. None of Newpark's executive
officers is covered by a long-term employment contract.

PREFERRED STOCK

The Board of Directors of Newpark is authorized to issue, without further
stockholder action, up to 1,000,000 shares of Preferred Stock with rights that
could adversely affect the rights of holders of Newpark Common Stock. No shares
of Preferred Stock are presently outstanding, and Newpark has no present plans
to issue any such shares. The issuance of shares of Preferred Stock under
certain circumstances could have the effect of delaying, deterring or preventing
a change in control of Newpark or other corporate action and of discouraging
bids for Newpark Common Stock at a premium.

6
SELLING STOCKHOLDERS

The Shares offered by this Prospectus are being sold for the account of the
selling stockholders (the "Selling Stockholders") named in the following table,
which also sets forth information concerning the Selling Stockholders'
beneficial ownership of Newpark Common Stock as of August 18,November 17, 1997, and as
adjusted to give effect to the sale of the Shares. All share numbers have been
adjusted to reflect the two-for-one split of Newpark Common Stock effective May
30, 1997.

10
1997 and the Stock Dividend.

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING BENEFICIAL OWNERSHIP
------------------- AFTER OFFERING
-------------------- ---------------------
NUMBER ----------------------
NUMBER PERCENT OF SHARES NUMBER PERCENT
NAME OF SHARES OF CLASS TO BE SOLD OF SHARES OF CLASS
- ---- ------------------- -------- ---------- --------- --------

Thomas E. Eisenman....................... 239,340James C. Dishman, Jr........ 225,900 * 78,982 160,35862,750 163,150 *
Robert E. Jones.......................... 93,994Hill M. Dishman............. 225,900 * 31,018 62,976 *
Mark L. Phillips......................... 81,482 * 20,000 61,482 *
Jerry L. Miller.......................... 81,842 * 20,000 61,482 *
James A. Miller.......................... 81,480 * 20,000 61,480 *
Perry Bennett............................ 139,377 * 26,133 113,244 *
Bob Hill................................. 18,667 * 3,733 14,934 *
Ray T. Bennett........................... 18,667 * 3,733 14,934 *
Kentner P. Shell......................... 18,666 * 3,733 14,933 *
FMI Wholesale Drilling Fluids, Inc.(1)... 356 * 356 -- --
General Supply Co.(1).................... 21,156 * 12,445 8,711 *
American Polymer, Inc.(1)................ 5,333 * 5,333 -- --
C. M. Smithey............................ 70,000 * 20,000 50,000 *
John V. Filecia.......................... 40,529 * 10,132 30,397 *
S. Kim Tillery........................... 19,471 * 4,867 14,60462,750 163,150 *

_________________________
* Indicates ownership of less than one percent.

(1) Mr. Gene McElvany is the principal stockholder and a director and executive
officer of each of FMI Wholesale Drilling Fluids, Inc., General Supply Co.
and American Polymer, Inc.

On May 28,July 24, 1997, Newpark acquired Excalibar,Bockmon Construction Company, Inc., a
Texas corporation in which
Thomas E. Eisenman("Bockmon"), and Robert E. Jonesits related company, Bockmon Construction of
Louisiana, Inc., a Texas corporation ("Bockmon Louisiana"). The Selling
Stockholders and their father were the stockholders.sole stockholders of Bockmon, and the
Selling Stockholders were the sole stockholders of Bockmon Louisiana. In the
acquisition, all of the issued and outstanding shares of capital stock of
ExcalibarBockmon and Bockmon Louisiana were exchanged for an aggregate of 333,334502,000 shares
of Newpark Common Stock, with ExcalibarBockmon and Bockmon Louisiana becoming a wholly-owned subsidiary of Newpark. Concurrent
with the acquisition, Messrs. Eisenman and Jones entered into employment
agreements with Excalibar, with Mr. Eisenman serving as President of Excalibar,
at a salary of $110,000 per year, and Mr. Jones serving as Vice President of
Excalibar, at a salary of $85,000 per year. The employment agreements continue
until June 30, 2000, and automatically renew for successive 12-month periods
thereafter unless terminated by either party. In connection with the
acquisition, Messrs. Eisenman and Jones entered into noncompetition agreements
covering competition in the drilling fluids industry in the States of Louisiana,
Texas, Mississippi and Alabama and the Gulf of Mexico, and no additional
consideration was paid by Newpark for these noncompetition agreements. Each
noncompetition agreement remains in effect during the term of the relevant
employment agreement, plus an additional period of twelve months following the
termination of such agreement.

On May 29, 1997, Newpark acquired Contractors, a Louisiana corporation, and
its related company, International, a Delaware corporation. Mark L. Phillips,
Jerry L. Miller and James A. Miller were the stockholders of both Contractors
and International. In the acquisition, all of the issued and outstanding shares
of capital stock of Contractors and International were exchanged for an
aggregate of 244,444 shares of Newpark Common Stock, with Contractors and
International becoming wholly-ownedwholly-
owned subsidiaries of Newpark. In connection with the acquisition, each of the
former stockholders of ContractorsBockmon entered into noncompetition agreements covering
competition in the site construction industry
in certain identified parishes in the State of Louisiana, and in the States of
Texas, Mississippi and Alabama and the Gulf of Mexico, until May 29, 1999. No
additional consideration was paid by Newpark for these noncompetition
agreements. Concurrent with the acquisition, Mark L. Phillips and Contractors
entered into an employment agreement, which provides for the employment of Mr.
Phillips as the President of Contractors at a salary of $87,000 per year. The
employment agreement continues until June 30, 2000, and automatically renews for
successive 12-month periods thereafter unless terminated by either party.

On June 4, 1997, Newpark acquired CTI, a Texas corporation in which Perry
Bennett, Kentner Shell and Ray Bennett were the stockholders. In the
acquisition, all of the issued and outstanding shares of capital stock of CTI
were exchanged for an aggregate of 186,666 shares of Newpark Common Stock, with
CTI becoming a wholly-owned subsidiary of Newpark. In connection with the
acquisition, each of the former stockholders of CTI entered into noncompetition
agreements covering competition in the drilling fluids industry in the States of
Louisiana, Texas, Mississippi and Alabama and the Gulf of Mexico until June 4,
2002. No additional consideration was paid by Newpark for these noncompetition
agreements. Concurrent with the acquisition, Perry Bennett and CTI entered into
an employment agreement, which provides for the employment of Mr. Bennett as a
senior executive officer of CTI at a salary of $108,000 per year. The
employment agreement continues until June 30, 2000, and automatically renews for
successive 12-month periods thereafter unless terminated by either party.

On June 4, 1997, Newpark acquired FMI, a Texas limited partnership in which
FMI Wholesale Drilling Fluids, Inc., General Supply Co., American Polymer, Inc.
and Perry Bennett were the partners. In the acquisition, all of the partnership
interests in FMI were exchanged for an aggregate of 35,556 shares of Newpark
Common Stock, with FMI continuing as a wholly-owned subsidiary of Newpark. In
connection with the acquisition, FMI Wholesale Drilling Fluids, Inc., the
general partner of FMI, and Perry Bennett entered into noncompetition agreements
covering competition in the drilling fluids industry in the States of Louisiana,
Texas, Mississippi and Alabama and the Gulf of Mexico until June 4, 2002. In
addition, General Supply Co. and American Polymer, Inc. entered into
noncompetition

agreements covering competition in the drilling fluids industry in the State of
Texas, excluding the Texas Panhandle, until June 4, 1999. No additional
consideration was paid by Newpark for these noncompetition agreements.

On July 24, 1997, Newpark acquired Smithey, Inc., a Texas corporation in
which C. M. Smithey was the sole stockholder. In the acquisition, Smithey, Inc.
was merged with and into SBM (which concurrently changed its name to Newpark
Drilling Fluids, Inc.), and all of the issued and outstanding shares of capital
stock of Smithey, Inc. were converted into an aggregate of 70,000 shares of
Newpark Common Stock. In connection with the acquisition, Mr. Smithey entered
into a noncompetition agreement covering competition in the drilling fluids industry in the States of Louisiana, Texas,
Mississippi and Alabama and the Gulf of Mexico, until July 31, 2000. No additional consideration was paid by Newpark
for the noncompetition agreement. Concurrent with the acquisition, Mr. Smithey
entered into an employment agreement with Newpark Drilling Fluids, Inc.
("Fluids"), which provides for the employment of Mr. Smithey as a Vice President
of Fluids at a salary of $85,000 per year. The employment agreement continues
until July 31, 2000, and automatically renews for successive 12-month periods
thereafter unless terminated by either party.

On July 24, 1997, Newpark acquired ACT, a Texas corporation in which John
V. Filecia and S. Kim Tillery were the stockholders. In the acquisition, ACT was
merged with and into Fluids (formerly SBM), and all of the issued and
outstanding shares of capital stock of ACT were converted into an aggregate of
60,000 shares of Newpark Common Stock. In connection with the acquisition, Mr.
Filecia and Mr. Tillery entered into noncompetition agreements covering
competition in the drilling fluids industry in the States of Louisiana, Texas,
Mississippi and Alabama and the Gulf of Mexico until July 31, 2000.2002. No
additional consideration was paid by Newpark for these noncompetition
agreements. Concurrent with the acquisition, Mr. Filecia and Mr. Tilleryeach of the Selling Stockholders
entered into employment agreements with Fluids,Bockmon, which provide for the
employment of Mr.
Filecia and Mr. Tilleryeach of the Selling Stockholders as Vice Presidents of such corporation,Bockmon at
a salary of $85,000$91,000 per year for Mr. Filecia and $70,000 per year for Mr. Tillery. Each of
theyear. The employment agreements continue in effect until
July 31, 2000, and automatically renew for successive 12-month periods
thereafter unless terminated by either party.

Newpark granted to the Selling Stockholders other than Messrs. Smithey,
Filecia and Tillery certain rights with respect to
the registration under the Securities Act of the shares of Common Stock issued
in the foregoing acquisition transactions,transaction, and the Shares offered hereby are
being so registered pursuant to the exercise of such registration rights. In
accordance with the terms of such registration rights, Newpark will pay
substantially all of the expenses of this offering.

Newpark also has agreed to include a portion of the shares owned by
Messrs. Smithey, Filecia and Tillery in this offering and to pay substantially
all expenses associated therewith.

13
Each of the transactions described above were negotiated at arms' length,
and Newpark believes that the terms of such transactions were commercially
reasonable in the circumstances.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors-in-interest of the Selling
Stockholders. Such sales may be made on the New York Stock Exchange or
otherwise, at prices and at terms then prevailing, at prices related to the then
current market price or in negotiated transactions. The Shares may be sold by
any one or more of the following methods: (a) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (b) purchases by a
broker or dealer as principal and resales by such broker or dealer for its
account pursuant to this Prospectus; and (c) block trades or exchange
distributions in accordance with the rules of such exchange. In effecting
sales, brokers or dealers engaged by the Selling Stockholders may arrange for
other brokers or dealers to participate. Brokers or dealers will receive
commissions or discounts from the Selling Stockholders in amounts to be
negotiated prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, and the compensation received by them may be
deemed to be underwriting commissions or discounts.

Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of any
Shares covered by this Prospectus, a prospectus supplement, if required, will be
distributed which will set forth the name of the participating brokers or
dealers, the number of Shares involved, the price at which such Shares were sold
and the commissions paid or discounts or concessions allowed to such brokers or
dealers. In certain jurisdictions, the Shares may be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers.

Under the Exchange Act, any person engaged in a distribution of shares
of Common Stock offered by this Prospectus may not simultaneously engage in
market making activities with respect to the Common Stock during the applicable
"cooling off" period prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of Common Stock by
the Selling Stockholder. Newpark will inform the Selling Stockholders in
writing that they are subject to the applicable provisions of the Exchange
Act and the rules and regulations thereunder.

148

___________________________________________

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY NEWPARK OR THE SELLING STOCKHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEWPARK
SINCE SUCH DATE.

___________________________________________-------------------------------------------

TABLE OF CONTENTS

PAGE
----
Available Information.....................................................Information.............................................. 2
Incorporation of Certain Documents
by Reference...........................Reference....................................................... 2
The Company...............................................................Company........................................................ 3
Risk Factors..............................................................Factors....................................................... 4
Selling Stockholders............................................... 7
Selling Stockholders...................................................... 10
Plan of Distribution...................................................... 14

___________________________________________Distribution............................................... 8

-------------------------------------------
[LOGO OF NEWPARK RESOURCES, INC. 260,465APPEARS HERE]

NEWPARK RESOURCES, INC.

125,500 SHARES

COMMON STOCK
($.01 PAR VALUE)

PROSPECTUS

, 1997

___________________________________________

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses payable by the
registrant in connection with the filing of this Form S-3 Registration
Statement:

Securities and Exchange Commission registration fee.....fee......... $ 2,673.71802.25
Printing costs.......................................... 2,500.00costs.............................................. 1,500.00
Legal fees.............................................. 10,000.00fees.................................................. 5,000.00
Accounting fees and expenses............................expenses................................ 1,000.00
Miscellaneous expenses.................................. 1,000.00
--------
Total................................................$ 17,173.71
========expenses...................................... 1,500.00
---------
Total $9,802.25
=========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") permits a corporation to, and the registrant's bylaws require that it,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

As permitted under Section 145 of the GCL, the registrant's bylaws also
provide that it shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable for negligence or misconduct in the performance of
his duty to the II-1
corporation unless, and only to the extent that the court
determines that, despite the adjudication of liability but in view of all the
circumstances, the person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.

In addition, the indemnification provided by section 145 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

II-1

The registrant's Certificate of Incorporation (the "Certificate") provides
that the registrant shall indemnify, to the fullest extent permitted by law,
each of its officers, directors, employees and agents who was or is a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the registrant. The Certificate also provides
that, to the fullest extent permitted by law, no director of the registrant
shall be liable to the registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director.

The Certificate also provides that the registrant may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the registrant, or is serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
incurred by such person in any such capacity, or arising out of his status as
such, regardless of whether the registrant is empowered to indemnify such person
under the provisions of law. Newpark does not currently maintain any such
insurance.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

II-2

2.7 Form of Noncompetition Agreement, dated May 29, 1997, between the
registrant and each of Mark L. Phillips, Jerry L. Miller and James
A. Miller.
2.8 Employment Agreement, dated May 29, 1997, between Supreme
Contractors, Inc. and Mark L. Phillips.
2.9 Registration Rights Agreement, dated May 29, 1997, between the
registrant and Mark L. Phillips, Jerry L. Miller and
James A. Miller.
2.10 Agreement and Plan of Reorganization, dated June 3, 1997, among the
registrant, Perry Bennett, Kentner Shell, Ray Bennett and Bob Hill.
2.11 Form of Noncompetition Agreement, dated June 4, 1997, between the
registrant and each of Perry Bennett, Kentner Shell, Ray Bennett and
Bob Hill.
2.12 Employment Agreement, dated June 4, 1997, between Chemical
Technologies, Inc. and Perry Bennett.
2.13 Registration Rights Agreement, dated June 4, 1997, between the
registrant and Perry Bennett, Kentner Shell, Ray Bennett and
Bob Hill.
2.14 Agreement and Plan of Reorganization, dated June 3, 1997, among the
registrant, Newpark Holdings, Inc., Newpark Texas L.L.C., FMI
Wholesale Drilling Fluids, Inc., General Supply Co., American
Polymer, Inc. and Perry Bennett.
2.15 Form of Noncompetition Agreement, dated June 4, 1997, between the
registrant and each of FMI Wholesale Drilling Fluids, Inc. and
Perry Bennett.
2.16 Form of Noncompetition Agreement, dated June 4, 1997, between the
registrant and each of General Supply Co. and American Polymer, Inc.
2.17 Registration Rights Agreement, dated June 4, 1997, between the
registrant and FMI Wholesale Drilling Fluids, Inc., General Supply
Co., American Polymer, Inc. and Perry Bennett.
2.18 Agreement and Plan of Reorganization, dated July 24, 1997, among the
registrant, Sampey Bilbo Meschi Drilling Fluids Management, Inc.,
Smithey, Inc.Hill M. Dishman, James C. Dishman and James C. M. Smithey.
2.19 Noncompetition Agreement, dated July 24, 1997, between the
registrant and C. M. Smithey.
2.20 Employment Agreement, dated July 24, 1997, between Newpark Drilling
Fluids, Inc. ("Fluids") and C. M. Smithey.
2.21 Agreement and Plan of Reorganization, dated July 24, 1997, among the
registrant, Fluids, Advanced Chemical Technologies, Inc., John V.
Filecia and S. Kim Tillery.
2.22Dishman,
Jr.
2.2 Form of Noncompetition Agreement, dated July 24, 1997, between the
registrant and each of John V. FileciaHill M. Dishman, James C. Dishman and S. Kim Tillery.
2.23James C.
Dishman, Jr.
2.3 Form of Employment Agreement, dated July 24, 1997, between FluidsBockmon
Construction Company, Inc. and John V. Filecia.
2.24 Employmenteach of Hill M. Dishman and James C.
Dishman, Jr.
2.4 Registration Rights Agreement, dated July 24, 1997, between Fluidsthe
registrant and S. Kim Tillery.Hill M. Dishman, James C. Dishman and James C. Dishman,
Jr.
4.1 Form of certificate representing shares of the registrant's Common
Stock.(1)

II-3

5.1 Opinion of Ervin, Cohen & Jessup LLP.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (set forth on Page II-4).
__________
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).

ITEM 17. UNDERTAKINGS

A. The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually

II-2

or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
that a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-4
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-5II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Metairie, State of Louisiana on August 19,November 18, 1997.

NEWPARK RESOURCES, INC.

By /s/ James D. Cole
_________________________________-----------------------------------------
James D. Cole, Chairman of the Board,
President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James D. Cole and Matthew W. Hardey, and
each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or his or their substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ James D. Cole Chairman of the Board, President August 19,November 18, 1997
___________________________- -------------------------- President and Chief
Executive Officer
James D. Cole Executive Officer

/s/ Matthew W. Hardey Vice President of Finance August 19,November 18, 1997
___________________________- -------------------------- and Chief Financial Officer
Matthew W. Hardey

II-6
/s/ Wm. Thomas Ballantine Executive Vice President August 19,November 18, 1997
___________________________- -------------------------- and Director
Wm. Thomas Ballantine

/s/ Dibo Attar Director August 19,November 18, 1997
___________________________- --------------------------
Dibo Attar

II-4

/s/ W.W. Goodson Director August 19,November 18, 1997
___________________________- --------------------------
W. W. Goodson

/s/ David P. Hunt Director August 19,November 18, 1997
___________________________- --------------------------
David P. Hunt

/s/ Dr. Alan J. Kaufman Director August 19,November 18, 1997
___________________________- --------------------------
Dr. Alan J. Kaufman

/s/ James H. Stone Director August 19,November 18, 1997
___________________________- --------------------------
James H. Stone

II-7II-5

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2.1 Agreement and Plan of Reorganization, dated May 28, 1997, among the
registrant, Thomas E. Eisenman and Robert E. Jones.
2.2 Form of Noncompetition Agreement, dated May 28, 1997, between the
registrant and each of Thomas E. Eisenman and Robert E. Jones.
2.3 Employment Agreement, dated May 28, 1997, between Excalibar Minerals, Inc.
and Thomas E. Eisenman.
2.4 Employment Agreement, dated May 28, 1997, between Excalibar Minerals, Inc.
and Robert E. Jones.
2.5 Registration Rights Agreement, dated May 28, 1997, between the registrant
and Thomas E. Eisenman and Robert E. Jones.
2.6 Agreement and Plan of Reorganization, dated May 28, 1997, among the registrant,
Mark L. Phillips, Jerry L. Miller and James A. Miller.
2.7 Form of Noncompetition Agreement, dated May 29, 1997, between the registrant
and each of Mark L. Phillips, Jerry L. Miller and James A. Miller.
2.8 Employment Agreement, dated May 29, 1997, between Supreme Contractors, Inc.
and Mark L. Phillips.
2.9 Registration Rights Agreement, dated May 29, 1997, between the registrant
and Mark L. Phillips, Jerry L. Miller and James A. Miller.
2.10 Agreement and Plan of Reorganization, dated June 3, 1997, among the registrant,
Perry Bennett, Kentner Shell, Ray Bennett and Bob Hill.
2.11 Form of Noncompetition Agreement, dated June 4, 1997, between the registrant and
each of Perry Bennett, Kentner Shell, Ray Bennett and Bob Hill.
2.12 Employment Agreement, dated June 4, 1997, between Chemical Technologies, Inc.
and Perry Bennett.
2.13 Registration Rights Agreement, dated June 4, 1997, between the registrant and
Perry Bennett, Kentner Shell, Ray Bennett and Bob Hill.
2.14 Agreement and Plan of Reorganization, dated June 3, 1997, among the registrant,
Newpark Holdings, Inc., Newpark Texas L.L.C., FMI Wholesale Drilling Fluids, Inc.,
General Supply Co., American Polymer, Inc. and Perry Bennett.
2.15 Form of Noncompetition Agreement, dated June 4, 1997, between the registrant and
each of FMI Wholesale Drilling Fluids, Inc. and Perry Bennett.
2.16 Form of Noncompetition Agreement, dated June 4, 1997, between the registrant and
each of General Supply Co. and American Polymer, Inc.
2.17 Registration Rights Agreement, dated June 4, 1997, between the registrant and
FMI Wholesale Drilling Fluids, Inc., General Supply Co., American Polymer, Inc.
and Perry Bennett.
2.18 Agreement and Plan of Reorganization, dated July 24, 1997, among the registrant,
Sampey Bilbo Meschi Drilling Fluids Management, Inc., Smithey, Inc. and C. M. Smithey.
2.19 Noncompetition Agreement, dated July 24, 1997, between the registrant and C. M. Smithey.
2.20 Employment Agreement, dated July 24, 1997, between Newpark Drilling Fluids, Inc.
("Fluids") and C. M. Smithey.

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2.21 Agreement and Plan of Reorganization, dated July 24, 1997, among the registrant, Fluids,
Advanced Chemical Technologies, Inc., John V. Filecia and S. Kim Tillery.
2.22 Form of Noncompetition Agreement, dated July 24, 1997, between the registrant and each
of John V. Filecia and S. Kim Tillery.
2.23 Employment Agreement, dated July 24, 1997, between Fluids and John V. Filecia.
2.24 Employment Agreement, dated July 24, 1997, between Fluids and S. Kim Tillery.SEQUENTIALLY
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2.1 Agreement and Plan of Reorganization, dated July 24,
1997, among the registrant, Hill M. Dishman, James C.
Dishman and James C. Dishman, Jr.
2.2 Form of Noncompetition Agreement, dated July 24, 1997,
between the registrant and each of Hill M. Dishman,
James C. Dishman and James C. Dishman, Jr.
2.3 Form of Employment Agreement, dated July 24, 1997,
between Bockmon Construction Company, Inc. and each of
Hill M. Dishman and James C. Dishman, Jr.
2.4 Registration Rights Agreement, dated July 24, 1997,
between the registrant and Hill M. Dishman, James C.
Dishman and James C. Dishman, Jr.
4.1 Form of certificate representing shares of the registrant's Common
Stock.(1)
5.1 Opinion of Ervin, Cohen & Jessup LLP.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (set forth on Page II-4).
__________
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).