Exhibit 3.3

                            CERTIFICATE OF FORMATION
                                       OF
                              SUPERIOR ENERGY, LLC

                     (A Delaware Limited Liability Company)

FIRST: The name of the limited liability company is Superior Energy, LLC.

SECOND:  Its  registered  office  in the  State of  Delaware  is  located  at 25
Greystone Manor,  Lewes,  Delaware 19958, County of Sussex. The registered agent
in charge thereof is Harvard Business Services, Inc.

THIRD:  The  company may  establish  designated  series of members,  managers or
membership interests. In the event said series are established,  then the debts,
liabilities  and  obligations  incurred by one series  shall not be  enforceable
against  the  assets of any other  series,  and not  against  the  assets of the
company generally.

IN WITNESS  WHEREOF,  I, Richard H. Bell,  being fully authorized to execute and
file this document have signed below and executed this  Certificate of Formation
on this 29th day of October, 2004.


                                /s/Richard H. Bell
                                ------------------
                                Richard H. Bell
                                Authorized Person