EXHIBIT 3.1.1
                           
                           
                           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  the
          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 (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 which
          this  corporation  shall have authority to issue is Twenty-One
          Million (21,000,000),  of which One Million (1,000,000) shares
          shall be Preferred Stock and Twenty Million (20,000,000) shall
          be Common Stock.  The Preferred  Stock  and  the  Common Stock
          shall each have a par value of $.01 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 1995 annual meeting of stockholders of
          the Corporation.

          Dated:  July 3, 1995

          ___________________________________
            MATTHEW   W.  HARDEY,  Chief
                Financial Officer



          ___________________________________
               EDAH KEATING, Secretary