CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                            NEWPARK RESOURCES, INC.

     MATTHEW W. HARDEY AND EDAH KEATING hereby certify that:

     1.  They are the Chief Financial Officer and Secretary, respectively, of 
NEWPARK RESOURCES, INC., a Delaware corporation (the "Corporation").

     2.  The Corporation filed its original Certificate of Incorporation with 
the Delaware Secretary of State on June 3, 1988, and filed a Certificate of 
Amendment of Certificate of Incorporation with the Delaware Secretary of State 
on July 6, 1995 (as amended, the "Certificate of Incorporation").

     3.  Paragraph A of Article FOURTH of the Certificate of Incorporation of 
the Corporation is amended in its entirety to read as follows:

              "FOURTH:  A.  The corporation is authorized to issue two
          classes of shares to be designated, respectively, "Preferred
          Stock" and "Common Stock."  The total number of shares of which
          this corporation shall have authority to issue is Eighty-One 
          Million (81,000,000), of which One Million (1,000,000) shares
          shall be Preferred Stock and Eighty Million (80,000,000) shares
          shall be Common Stock.  The Preferred Stock and the Common Stock
          shall each have a par value of $.01 per share.  Upon Amendment 
          of this paragraph A, each issued share of the Common Stock of 
          the corporation, including the shares of such Common Stock held
          by the corporation as treasury stock, if any, is hereby subdivided 
          into two (2) shares of Common Stock, $.01 par value per share."

     4.  The foregoing Certificate of Amendment of Certificate of Incorporation 
has been duly approved and adopted by the Board of Directors of the Corporation 
pursuant to Section 242 of the Delaware General Corporation Law and has been 
duly approved and adopted by the stockholders of the Corporation, pursuant to 
Section 242 of the Delaware General Corporation Law, at the 1997 annual meeting 
of stockholders of the Corporation.

     5.  The foregoing Certificate of Amendment of Restated Certificate of 
Incorporation shall become effective on May 30, 1997.



Dated:  May 20, 1997                        ____________________________________
                                            MATTHEW W. HARDEY, 
                                            Chief Financial Officer


                                            ____________________________________
                                            EDAH KEATING,
                                            Secretary