Newpark Resources Inc – ‘424B4’ on 8/7/96

As of:  Wednesday, 8/7/96   ·   Accession #:  899243-96-990   ·   File #:  333-05805

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Prospectus   —   Rule 424(b)(4)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Prospectus                                            72    355K 

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                                              Filed Pursuant to Rule 424(b)(4)
                                        Registration No. 333-05805

3,000,000 Shares  

Newpark Resources, Inc. 
Common Stock  
($.01 par value)  

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

All the  shares of Common Stock (the "Shares") of Newpark  Resources, Inc.  
("Newpark" or  the "Company") offered  hereby are being sold  by the  
Company (the "Offering"). Newpark's  Common Stock is listed on  
the New York  Stock Exchange  under the  symbol "NR". On  
August 6, 1996,  the reported last sale price of the  
Common  Stock on The  New York  Stock Exchange  
Composite Tape was $32.125 per share.     

A substantial portion of the net proceeds  of the Offering will be used to  
fund the acquisition of certain of  the assets of Campbell Wells, Ltd.  
(the "Acquisition").  The  closing  of the  Offering  will  occur 
concurrently with, and  is conditioned upon,  the closing of  
the Acquisition. See "The Acquisition".                   

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

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION   
WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 9. 

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

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.                                         

                                                                [Download Table]

                                                          Underwriting             
                                              Price to   Discounts and  Proceeds to
                                               Public     Commissions    Newpark(1)
                                              --------   -------------  -----------
                                                                                   
Per Share..................................    $30.00        $1.575       $28.425  
Total(2)................................... $90,000,000    $4,725,000   $85,275,000

(1) Before deduction of expenses payable by Newpark estimated at $770,000.      
(2) Newpark has granted the Underwriters an option, exercisable for 30 days     
from the date of this Prospectus, to purchase a maximum of 450,000      
additional shares to cover over-allotments of shares. If the option is  
exercised in full, the total Price to Public will be $103,500,000,      
 Underwriting Discounts and Commissions will be $5,433,750 and Proceeds to
Newpark will be $98,066,250.                                            

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

The Shares are offered by the several Underwriters when, as and if issued by
Newpark, delivered to and accepted by the Underwriters and subject to their     
right to reject orders in whole or in part. It is expected that the Shares      
will be ready for delivery on or about August 12, 1996.                         

CS First Boston                                                                 
Deutsche Morgan Grenfell                            
             The Robinson-Humphrey Company, Inc.
                                                     Jefferies & Company, Inc.

The date of this Prospectus is August 6, 1996.  

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Newpark's NOW and NORM transfer facilities at Port Arthur, Texas, handle large  
volumes of waste en route to disposal facilities at Fannett (NOW) and Big Hill  
(NORM).                                                                         

Newpark's NORM processing and injection disposal facility at Big Hill, Texas.   

                             An injection well at the Big Hill, Texas, facility.

A drilling site in the transition zone utilizing the patented mat system for    
both the site and the access road through the marsh.                            

Wetlands application of mats for a highway construction project near Savannah,  
Georgia.                                                                        

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK   
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH    
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH  
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                     

DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING 
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR    
THE ACCOUNTS OF OTHERS IN SHARES OF COMMON STOCK PURSUANT TO EXEMPTIONS FROM    
RULES 10B-6, 10B-7 AND 10B-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS      
AMENDED (THE "EXCHANGE ACT").                                                   

AVAILABLE INFORMATION 

Newpark is subject to the informational requirements of 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 "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, 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 

Newpark's Annual Report on Form 10-K for the year ended December 31, 1995   
filed by Newpark with the Commission is incorporated by reference into this     
Prospectus.                                                                     

All documents filed by Newpark pursuant to Sections 13(a), 13(c), 14 or     
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.                   

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the consolidated financial  
statements, including the notes thereto, appearing elsewhere or incorporated by 
reference in this Prospectus. Unless otherwise indicated, (i) all information   
in this Prospectus assumes that the Underwriters' over-allotment option has not 
been exercised, (ii) all references in this Prospectus to "Newpark" or the      
"Company" include Newpark's subsidiaries, unless the context otherwise          
requires, and (iii) all share and per share data in this Prospectus have been   
adjusted to reflect the 5% stock dividend paid by Newpark effective December    
1995.                                                                           

THE COMPANY 

 Newpark is a leading provider of integrated environmental services to the oil
and gas exploration and production industry in the U.S. Gulf Coast area,        
principally in Louisiana and Texas. These services are concentrated in three    
key product lines: (i) processing and disposal of nonhazardous oilfield waste   
("NOW"); (ii) processing and disposal of similar oilfield waste that is         
contaminated with naturally occurring radioactive material ("NORM"); and (iii)  
mat rental services in which patented prefabricated wooden mats are used as     
temporary worksites in oilfield and other construction applications.            

Over the past few years, Newpark has benefited from a stricter regulatory   
environment surrounding the exploration for and the production of oil and gas.  
In addition, Newpark's primary U.S. Gulf Coast service area is experiencing     
increased oil and gas exploration and production activities. Consequently,      
Newpark's sales increased to $98 million in 1995, from $56.3 million in 1993,   
and net earnings increased to $12.2 million in 1995, compared to $2.4 million   
in 1993. Including the Campbell Wells, Ltd., operations to be acquired by       
Newpark concurrently with the closing of this Offering, Newpark would have had, 
on a pro forma basis, 1995 sales of $116.8 million and 1995 net earnings of     
$15.7 million, without taking into account the full benefit of potential cost   
savings resulting from the Acquisition.                                         

For the three months ended June 30, 1996, Newpark's sales increased to $26.2
million, from $22.4 million for the three months ended June 30, 1995, an        
increase of 17%. Net earnings for the three months ended June 30, 1996          
increased to $3.9 million, or $.34 per share on a primary and fully-diluted     
basis, from $3.2 million, or $.30 per share, for the corresponding period of    
the prior year. In addition, for the six months ended June 30, 1996, Newpark's  
sales increased to $52.9 million, from $44.7 million for the six months ended   
June 30, 1995, an increase of 18.6%, and its net earnings increased to $7.2     
million, or $.65 per share on a primary basis and $.64 per share on a fully-    
diluted basis, for the six months ended June 30, 1996, from $5.7 million, or    
$.54 per share, for the corresponding period of the prior year.                 

OILFIELD WASTE DISPOSAL AND OTHER ENVIRONMENTAL SERVICES                        

 Newpark collects, processes and disposes of oilfield waste, primarily NOW and
NORM. Newpark also treats NOW at the well site, remediates waste pits and       
provides general oilfield services. In its NOW processing and disposal          
business, Newpark processes the majority of the NOW received at its facilities  
for injection into environmentally secure geologic formations deep underground  
and creates from the remainder a product which is used as intermediate daily    
cover material or cell liner and construction material at municipal waste       
landfills. Since the fourth quarter of 1994, Newpark has provided processing    
and disposal of NOW waste that is 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 into disposal wells at Newpark's Big   
Hill, Texas, facility. The direct injection of NORM permitted under the new     
license expands Newpark's NORM disposal capacity and significantly reduces the  
amount of pre-injection processing and chemicals required, thereby reducing     
Newpark's cost of disposal. On June 10, 1996, Newpark amended an agreement with 
a major oil company to provide for a NORM waste disposal project, which Newpark 
estimates will require disposal of more than 200,000 barrels of NORM and        
related NOW and generate revenues of approximately $10 million over the first   
12 months of the project.                                                       

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Newpark also provides industrial waste management, laboratory and consulting
services for the customers of its NOW and NORM services. Newpark's offsite      
waste processing operations utilize a combination of proprietary preparation    
technology to blend the waste into an injectable slurry and specific            
underground geology into which the slurry is injected.                          

MAT RENTAL                                                                      

Newpark uses a patented interlocking wooden mat system to provide temporary 
worksites in unstable soil conditions typically found along the U.S. Gulf       
Coast. Prior to 1994, Newpark's mat rental services were provided primarily to  
the oil and gas exploration and production industry. In 1994, Newpark began     
marketing these temporary worksites to other industries. Increasing             
environmental regulation affecting the construction of pipelines, electrical    
distribution systems and highways in and through wetlands environments has      
provided a substantial new outlet for these services and has broadened the      
geographic area served by Newpark to include the coastal areas of the           
Southeastern U.S., particularly Florida and Georgia, in addition to the U.S.    
Gulf Coast. Mat rental revenue has increased from $11 million in 1990 to $31    
million in 1995. In anticipation of increased demand for hardwood lumber used   
in construction of its mats, Newpark purchased a sawmill in Batson, Texas, in   
October 1992. Newpark has since doubled the capacity of the sawmill and expects 
to fully utilize such capacity in serving its mat rental business.              

 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 and provides a comprehensive          
combination of on-site waste management and construction services for both the  
drilling of new sites and the remediation of existing sites.                    

STRATEGY                                                                        

 Newpark's growth strategy is focused on expanding its NOW and NORM processing
business and its mat rental business. By using proprietary technologies and     
know-how in the processing of NOW and NORM and patented prefabricated mats,     
Newpark believes it offers superior products and services. In addition, Newpark 
believes that expansion opportunities exist in markets outside the U.S. Gulf    
Coast, including foreign markets such as Venezuela, where heightened concerns   
about environmental issues should increase demand for Newpark's products and    
services.                                                                       

Key elements of Newpark's growth strategy are:                              

. Expanding its NORM processing business by utilizing the increased         
capacity and reduced cost that can be achieved through the direct         
injection of NORM, as authorized under the terms of Newpark's recently    
awarded direct injection license, to encourage large volume contracts;    

. Expanding its NOW and NORM processing capacity, while more efficiently    
handling the large quantities of waste generated from drilling and        
remediation;                                                              

. Applying its direct injection technology to other non-hazardous           
industrial waste markets;                                                 

. Expanding its mat rental business into other industries and other         
geographic areas, domestically and internationally; and                   

. Extending its integrated environmental services and providing a           
comprehensive integrated combination of on-site waste management and      
construction services throughout the U.S. Gulf Coast region.              

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.                    

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THE ACQUISITION 

On June 5, 1996, Newpark entered into an Asset Purchase and Lease Agreement 
(the "Acquisition Agreement") with Sanifill, Inc. ("Sanifill") and Campbell     
Wells, Ltd. ("Campbell Wells"), a wholly owned subsidiary of Sanifill, for the  
purchase and lease of certain marine related assets of the NOW service business 
of Campbell Wells (the "Acquired Business"), for an aggregate price of $70.5    
million (the "Acquisition"). For the year ended December 31, 1995, Campbell     
Wells' revenue from the Acquired Business was approximately $19 million.        

Upon consummation of the Acquisition, Newpark will assume a NOW Disposal    
Agreement (the "Disposal Agreement") with Campbell Wells and Sanifill providing 
for the delivery by Newpark of an agreed annual quantity of NOW for disposal at 
certain of Campbell Wells' landfarming facilities, none of which are being      
acquired by Newpark. Also upon consummation of the Acquisition, Sanifill will   
agree, with certain limitations, that it and its affiliates will not compete    
with Newpark in the site remediation and closure business or in the collection  
and disposal of NOW generated in a marine environment or transported in marine  
vessels within the States of Louisiana, Texas, Mississippi and Alabama, and in  
the Gulf of Mexico, for a period of five years from the closing of the          
Acquisition.                                                                    

 The purchase price for the Acquisition and the related transaction costs will
be financed with the net proceeds of this Offering. The closing of this         
Offering will occur concurrently with, and is conditioned upon, the closing of  
the Acquisition.                                                                

Newpark believes that the Acquisition will provide economies of scale as    
Newpark will be able to handle substantially higher volumes of NOW waste        
through its facilities. While Newpark is acquiring from Campbell Wells          
facilities and equipment used in the collection, transfer and treatment of NOW, 
including docks, transfer stations and barges, Newpark intends to consolidate   
these facilities and equipment with Newpark's existing or newly expanded        
facilities, allowing Newpark to enjoy significant on-going consolidation        
benefits. Such consolidation is expected to result in a one-time restructuring  
charge against Newpark's third quarter earnings, which charge Newpark currently 
estimates to be approximately $2.0 million before taxes.                        

For further information regarding the Acquisition, see "The Acquisition" and
"Use of Proceeds".                                                              

THE OFFERING

                                                                [Download Table]
                                                                               
Common Stock offered by Newpark...............  3,000,000 shares               
Common Stock to be outstanding after this                                      
 Offering (1)................................. 13,981,244 shares               
Use of Proceeds............................... To finance the purchase price of
                                               the Acquisition and to repay    
                                               indebtedness which may be       
                                               reborrowed for future expansion 
New York Stock Exchange Symbol................ NR                              

--------                                                                        
(1) Assumes no exercise of outstanding stock options, which, if fully           
  exercised, would result in the issuance of an additional 840,179 shares of
Common Stock.                                                           

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SUMMARY HISTORICAL FINANCIAL INFORMATION

The following table sets forth summary historical financial information of  
Newpark for the five years ended December 31, 1995 and three months ended March 
31, 1996 and 1995. The summary historical financial information for the five    
years ended December 31, 1995 set forth below is derived from the audited       
consolidated financial statements of Newpark. The summary historical financial  
information for the three months ended March 31, 1996 and 1995 is derived from  
the unaudited consolidated financial statements of Newpark included elsewhere   
in this Prospectus.                                                             

                                                        [Enlarge/Download Table]

                            THREE MONTHS                                               
                           ENDED MARCH 31,          YEARS ENDED DECEMBER 31,           
                          ----------------- -------------------------------------------
                            1996     1995     1995     1994     1993     1992    1991  
                          -------- -------- -------- --------  -------  ------- -------
                             (UNAUDITED)                                               
                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)             
                                                                                       
STATEMENT OF INCOME                                                                    
 DATA:                                                                                 
Revenues................  $ 26,767 $ 22,209 $ 97,982 $ 79,632  $56,330  $49,457 $44,635
Operating income from                                                                  
 continuing operations..     6,092    3,711   20,980   11,891    4,392    4,961   4,734
Income from continuing                                                                 
 operations before                                                                     
 provision for income                                                                  
 taxes..................     5,215    2,913   16,987    9,309    3,118    4,132   3,064
Provision (benefit) for                                                                
 income taxes...........     1,899      423    4,751      (85)  (1,670)      51      73
                          -------- -------- -------- --------  -------  ------- -------
Income from continuing                                                                 
 operations.............     3,316    2,490   12,236    9,394    4,788    4,081   2,991
                          -------- -------- -------- --------  -------  ------- -------
Net income..............  $  3,316 $  2,490 $ 12,236 $  9,394  $ 2,422  $ 5,286 $ 2,503
                          ======== ======== ======== ========  =======  ======= =======
Income per common share:                                                               
Income from continuing                                                                 
 operations.............  $    .31 $    .24 $   1.16 $    .90  $   .49  $   .43 $   .46
                          -------- -------- -------- --------  -------  ------- -------
Net income per common                                                                  
 share..................  $    .31 $    .24 $   1.16 $    .90  $   .25  $   .55 $   .38
                          ======== ======== ======== ========  =======  ======= =======
Weighted average shares                                                                
 outstanding............    10,650   10,375   10,568   10,422    9,690    9,564   6,521
                          ======== ======== ======== ========  =======  ======= =======

                           AS OF MARCH 31,             AS OF DECEMBER 31,              
                          ----------------- -------------------------------------------
                            1996     1995     1995     1994     1993     1992    1991  
                          -------- -------- -------- --------  -------  ------- -------
                             (UNAUDITED)                                               
                                                (IN THOUSANDS)                         
                                                                                       
BALANCE SHEET DATA:                                                                    
Working capital.........  $ 31,026 $ 16,666 $ 32,108 $ 13,585  $ 5,361  $ 4,900 $12,121
Total assets............   156,040  114,386  152,747  110,756   90,316   75,478  53,454
Short-term debt.........    10,113    8,566    7,911   10,032   14,928   12,212   1,377
Long-term debt..........    46,907   30,110   46,724   28,892   12,446   10,432   3,774
Total stockholders'                                                                    
 equity.................    81,444   66,488   77,518   63,699   53,353   45,658  40,239

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following table sets forth summary historical financial information and 
pro forma financial information of Newpark for the year ended December 31, 1995 
and the three months ended March 31, 1996. The summary historical financial     
information for the year ended December 31, 1995 set forth below is derived     
from the Consolidated Financial Statements of Newpark included elsewhere in     
this Prospectus, which have been audited by Deloitte & Touche LLP, independent  
auditors. The summary historical financial information for the three months     
ended March 31, 1996 is derived from the unaudited Consolidated Financial       
Statements of Newpark included elsewhere in this Prospectus. The summary pro    
forma information provides financial information giving effect to this          
Offering, the Acquisition and the repayment of indebtedness as described in     
"Use of Proceeds" for the periods presented. The pro forma information is       
provided for informational purposes only and is not necessarily indicative of   
actual results that would have been achieved had this Offering and the          
Acquisition been consummated at the beginning of the periods presented, or of   
future results. Management expects to implement net cost reductions which are   
not reflected in the pro forma statements of income. These cost reductions are  
related to the consolidation of certain duplicate administrative and personnel  
costs. See "Pro Forma Financial Information".                                   

                                                                [Download Table]

                                     YEAR ENDED           THREE MONTHS ENDED    
                                 DECEMBER 31, 1995          MARCH 31, 1996      
                              -------------------------- -----------------------
                                ACTUAL      PRO FORMA     ACTUAL     PRO FORMA  
                              -----------  ------------- ----------  -----------
                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)         
                                                                                
STATEMENT OF INCOME DATA:                                                       
Revenues..................... $    97,982  $   116,819   $   26,767  $   32,359 
Cost of services provided....      64,467       76,474       17,599      21,138 
Operating costs..............       9,414       10,128        2,359       3,205 
General and administrative                                                      
expenses.....................       2,658        4,604          717       1,206 
Provision for uncollectible                                                     
accounts and notes                                                              
receivable...................         463          463           --          -- 
                              -----------  -----------   ----------  ---------- 
Operating income from                                                           
 continuing operations.......      20,980       25,150        6,092       6,810 
Interest income..............        (183)        (183)         (30)        (30)
Interest expense.............       3,740        2,627          907         639 
Non-recurring expense........         436          436           --          -- 
                              -----------  -----------   ----------  ---------- 
Income from continuing                                                          
 operations before provision                                                    
 for income taxes............      16,987       22,270        5,215       6,201 
Provision for income taxes...       4,751        6,558        1,899       2,220 
                              -----------  -----------   ----------  ---------- 
Net income................... $    12,236  $    15,712   $    3,316  $    3,981 
                              ===========  ===========   ==========  ========== 
Income per common share:                                                        
  Net income per common                                                         
   share..................... $      1.16  $      1.16   $      .31  $      .29 
                              ===========  ===========   ==========  ========== 
  Weighted average shares                                                       
   outstanding...............      10,568       13,568       10,650      13,650 
                              ===========  ===========   ==========  ========== 

                              AS OF DECEMBER 31, 1995    AS OF MARCH 31, 1996   
                              -------------------------- -----------------------
                                ACTUAL      PRO FORMA     ACTUAL     PRO FORMA  
                              -----------  ------------- ----------  -----------
                                             (IN THOUSANDS)                     
                                                                                
BALANCE SHEET DATA:                                                             
Working capital.............. $    32,108  $    33,108   $   31,026  $   32,026 
Total assets.................     152,747      230,327      156,040     233,596 
Short-term debt..............       7,911        7,911       10,113      10,113 
Long-term debt...............      46,724       33,719       46,907      33,902 
Total stockholders' equity...      77,518      162,023       81,444     165,949 

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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. This 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. A material decline in oil or natural gas prices or activities could   
materially affect the demand for the Company's services and, therefore, the     
Company's results of operations and financial condition.                        

IMPACT OF GOVERNMENTAL REGULATIONS                                              

Newpark believes that the demand for its principal environmental services is
directly related to state regulation of NOW and NORM. Any rescission or         
relaxation of such regulations, or a failure of governmental authorities to     
enforce such regulations, could result in decreased demand for the Company's    
services and, therefore, could materially affect the Company's results of       
operations and financial condition. Newpark's business may also be adversely    
affected by new regulations or changes in other applicable regulations. For     
example, in 1993, the Louisiana market for Newpark's pit closure and site       
remediation services was drastically curtailed as a result of uncertainty       
caused by proposed changes in regulations governing the possession, use,        
transfer and disposition of NORM. This uncertainty was resolved by the          
adoption of new regulations in January 1995.                                    

NOW is currently exempt from the principal Federal statute governing the    
handling and disposal 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 results of       
operations and financial condition.                                             

LOW BARRIERS TO ENTRY; LOSS OF TECHNOLOGY RIGHTS                                

Although Newpark has applied for U.S. patents on certain aspects of its     
system for processing NOW and NORM, there is no assurance, even if such         
patents are granted, that such patents will give Newpark a meaningful           
competitive advantage. Barriers to entry by competitors for the Company'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. Newpark also faces     
competition from oil and gas producing customers who are continually            

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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 internal disposal methods or of third parties   
to enter the disposal market could be increased by future technological change  
and innovation and limits 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 results of operations and financial condition.              

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. 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 it will be deemed to be in compliance in the future.             
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 cease operations or conduct site remediation    
until a particular problem is remedied, which could have a material adverse     
effect on Newpark's results of operations and financial condition.              

POTENTIAL ENVIRONMENTAL LIABILITY; INSUFFICIENCY OF INSURANCE                   

Newpark's business exposes it to risks such as the potential for 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 its future     
performance 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 significant magnitude, could    
have a material adverse effect on Newpark's results of operations and           
financial condition.                                                            

FAILURE TO INTEGRATE ACQUIRED BUSINESS                                          

The Acquisition is significantly larger than Newpark's previous acquisitions
and significantly increases the size of Newpark's operations. Campbell Wells'   
net sales for 1995 from the Acquired Business were approximately $19 million,   
and Newpark's net sales for 1995 were approximately $98 million. Successful     
integration of the Acquired Business will depend primarily on Newpark's         
ability to manage this additional business and eliminate redundancies and       
excess costs. Material failure or substantial delay in accomplishing such       
integration could have a material adverse effect on Newpark's results of        
operations and financial condition.                                             

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.                       

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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.                        

THE ACQUISITION 

On June 5, 1996, Newpark entered into the Acquisition Agreement with        
Sanifill and Campbell Wells for the purchase and lease of certain marine        
related assets of Campbell Wells' NOW service business, excluding its           
landfarming facilities and associated equipment, for an aggregate purchase      
price of $70.5 million. Upon consummation of the Acquisition, Newpark will      
assume obligations under 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.                                                         

BUSINESS OF CAMPBELL WELLS                                                      

Campbell Wells, a wholly-owned subsidiary of Sanifill, provides NOW         
processing and disposal at four landfarming facilities located in Louisiana     
(the "Landfarms") and one facility in Zapata County, Texas (the "Zapata         
Facility"). Landfarming is a method of remediating NOW in surface-level         
treatment cells that generally consists of rinsing out salts, degrading         
organic compounds and drying the resultant material to a soil-like form. Since  
April 1994, Campbell Wells has operated a NORM processing facility in           
Lacassine, Louisiana (the "Lacassine Facility"). As part of its disposal        
service, Campbell Wells collects and arranges for the transportation of wastes  
from its transfer facilities to its landfarming facilities. Campbell Wells      
also disposes of nonhazardous oil and gas related wastes at the Zapata          
Facility, and a portion of this facility is utilized to dewater and stabilize   
sludges, drilling muds and other liquids into solid waste materials which are   
disposed of in disposal cells located on the site. For the year ended December  
31, 1995, Campbell Wells' revenue from its NOW and NORM operations was          
approximately $31 million, of which approximately $19 million was generated by  
the Acquired Business.                                                          

DESCRIPTION OF ACQUISITION AGREEMENT                                            

Assets to be Purchased. Under the Acquisition Agreement, Newpark will (a)   
assume leases (for their remaining useful life) associated with Campbell        
Wells' eight marine docks, including docks at three of the Landfarms, and five  
transfer stations in the State of Louisiana that are used in the collection,    
transfer and treatment of NOW, (b) purchase and lease (for their remaining      
useful life) all of Campbell Wells' or Sanifill's interest in (i) all barges    
and marine facilities used to transport NOW to the acquired docks and transfer  
stations, (ii) all equipment at the acquired docks and transfer stations and    
(iii) all pit remediation equipment, computers and related software, licenses   
or rights, office equipment, office furniture, goodwill and all other assets    
used in the NOW business not specifically excluded under the Acquisition        
Agreement. Newpark also will acquire all of the capital stock of a Sanifill     
subsidiary that has entered into the Disposal Agreement.                        

Assets Excluded. Newpark will not be acquiring any interest in any of the   
Landfarms or their associated operating equipment, the Lacassine Facility and   
its associated assets or the Zapata Facility and its associated assets.         
Newpark also will not be acquiring the name "Campbell Wells" or any other       
names used by Campbell Wells or Sanifill in connection with the Landfarms, the  
Lacassine Facility or the Zapata Facility, although it will be permitted to     
purchase all or any such names for nominal consideration at such time as        
Campbell Wells and Sanifill discontinue using them.                             

Purchase Price; Assumption of Liabilities. The aggregate purchase price     
under the Acquisition Agreement is $70.5 million, to be paid at the closing of  
this Offering. Other than obligations incident to the post-closing performance  
under the contracts and agreements to be specifically assumed by Newpark under  
the Acquisition                                                                 

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Agreement, Newpark will not assume any liabilities of Campbell Wells or         
Sanifill in the transaction, including any environmental liabilities arising    
from the ownership and prior operation of any of the assets to be acquired or   
the Landfarms. Sanifill and Campbell Wells have jointly and severally agreed    
to fully indemnify Newpark from all liabilities resulting from any claims       
based on events that occurred or circumstances that existed on or before the    
closing with respect to Campbell Wells' NOW disposal business.                  

NOW Disposal Agreement. The Disposal Agreement has been executed by a       
subsidiary of Sanifill and will be assumed by Newpark concurrently with the     
closing of the Acquisition. The Disposal Agreement provides that for each of    
the 25 years following the closing, Newpark will deliver to Campbell Wells for  
disposal at the Landfarms the lesser of (i) one-third of the barrels of NOW     
that Newpark receives for processing and disposal in the States of Louisiana,   
Texas, Mississippi and Alabama and in the Gulf of Mexico (the "Territory") and  
(ii) 1,850,000 barrels of NOW, in each case excluding saltwater. The number of  
barrels of NOW waste that Newpark is required to deliver to the Landfarms in    
any year is subject to reduction by a number of barrels determined by dividing  
revenues that Sanifill and its affiliates receive from the collection and       
disposal of oilfield wastes or site remediation in the Territory by the price   
per barrel that Newpark pays for disposal under the Disposal Agreement. No      
deduction is made for revenues received by Sanifill and its affiliates from     
(i) disposal at any of the Landfarms of NOW that is generated and collected on  
land and is delivered to the Landfarms from the generation site by on-land      
transportation ("Excluded NOW"), (ii) disposal of NOW at the Zapata Facility    
and collection of NOW within a 200-mile radius of the Zapata Facility, and      
(iii) disposal of NOW under the Disposal Agreement. Under the Disposal          
Agreement, Campbell Wells and Sanifill will jointly and severally fully         
indemnify Newpark from any and all liabilities, including environmental         
liabilities, in connection with Campbell Wells' and Sanifill's ownership and    
operation of the Landfarms, except for liability resulting from the delivery    
by Newpark or its customers of waste that does not conform to the               
specifications of the Disposal Agreement, which generally permit Newpark and    
such customers to deliver only waste that is legally classified as NOW.         
Newpark believes that such specifications are consistent with the type of       
waste that it is permitted to receive and that it will dispose of at the        
Landfarms.                                                                      

Non-Competition Covenants. Sanifill will agree at the closing of the        
Acquisition that for a period of five years from such closing neither it nor    
any of its affiliates will engage, directly or indirectly, in the collection    
or disposal of NOW or the site remediation and closure business in the          
Territory. Campbell Wells will execute a Joinder Agreement by which it will     
agree to such restrictions. However, Sanifill and its affiliates will be able   
to continue to market and conduct activities related to (i) disposal at any of  
the Landfarms of Excluded NOW, (ii) disposal of NOW at the Zapata Facility and  
collection of NOW within a 200-mile radius of the Zapata Facility, (iii)        
collection and disposal of NOW or other waste at the Lacassine Facility and     
(iv) disposal of NOW under the Disposal Agreement. Sanifill and its affiliates  
also will be entitled, without violating the Noncompetition Agreement, to       
collect or dispose of NORM, which is a type of NOW; however, at present, the    
only facility that Sanifill operates that is legally authorized to dispose of   
NORM is the Lacassine Facility.                                                 

Closing. The Acquisition Agreement provides that the Acquisition will close 
concurrent with the completion of this Offering and following the satisfaction  
of all conditions precedent. However, either Newpark or Sanifill and Campbell   
Wells may terminate the Acquisition Agreement if the Acquisition does not       
close by September 10, 1996.                                                    

Conditions to Closing. The obligations of Newpark, Sanifill and Campbell    
Wells to consummate the Acquisition are conditioned upon the completion of      
this Offering and the satisfaction or, where permitted, the waiver of certain   
other customary terms and conditions, including (a) the receipt of all          
necessary third party consents, including all necessary regulatory approvals;   
(b) the accuracy (subject to certain materiality standards) of all              
representations and warranties contained in the Acquisition Agreement; and (c)  
that no action, suit or other proceeding shall be pending or threatened which,  
if unfavorably determined, would prevent the Acquisition or adversely affect    
the right of Newpark to acquire or operate the assets being purchased or        
leased.                                                                         

NEWPARK'S PLAN FOR COMBINED OPERATIONS                                          

Newpark anticipates that the Acquisition will provide increased efficiencies
and economies of scale associated with handling a larger volume of waste        
through its facilities. Newpark plans to combine the service                    

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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. Economic efficiencies are expected to result from the  
reduction in 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 Acquisition, access to     
Sanifill's disposal facilities under the Disposal Agreement will allow 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. See "Pro Forma Financial  
Information".                                                                   

While Newpark is acquiring from Campbell Wells facilities and equipment used
in the collection, transfer and treatment of NOW, including docks, transfer     
stations and barges, Newpark intends to consolidate these facilities and        
equipment with Newpark's existing or newly expanded facilities, allowing        
Newpark to enjoy significant on-going consolidation benefits. Such              
consolidation is expected to result in a one-time restructuring charge against  
Newpark's third quarter earnings, which charge Newpark currently estimates to   
be approximately $2.0 million before taxes.                                     

PRICE RANGE OF COMMON STOCK AND DIVIDENDS 

Newpark's Common Stock traded on The Nasdaq National Market under the symbol
"NPRS" through December 5, 1995 and commenced trading on the New York Stock     
Exchange on December 6, 1995 under the symbol "NR". The following table sets    
forth for the periods indicated the high and low sales prices for the Common    
Stock:                                                                          

                                                                [Download Table]

PERIOD                                                      HIGH     LOW  
------                                                     ------- -------
                                                                          
1994:                                                                     
  First Quarter........................................... $14.50  $ 8.25 
  Second Quarter..........................................  16.75   13.50 
  Third Quarter...........................................  19.75   15.75 
  Fourth Quarter..........................................  25.00   18.25 
1995:                                                                     
  First Quarter........................................... $26.00  $14.75 
  Second Quarter..........................................  24.25   20.25 
  Third Quarter...........................................  23.25   17.00 
  Fourth Quarter..........................................  22.875  15.50 
1996:                                                                     
  First Quarter........................................... $29.875 $19.625
  Second Quarter..........................................  37.875  28.75 
  Third Quarter (through August 6, 1996)..................  39.00   32.125

On December 30, 1995, Newpark paid a 5% stock dividend on the Common Stock  
to stockholders of record on November 30, 1995. Newpark has not paid cash       
dividends on the Common Stock since March 15, 1983, and does not intend to pay  
any cash dividends in the foreseeable future. The Board of Directors currently  
intends to retain earnings for use in Newpark's business, including the         
expansion of its mat rental business, both in domestic and foreign markets,     
and the continued development of injection wells within its waste disposal      
business.                                                                       

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USE OF PROCEEDS 

The net proceeds to be received by Newpark from the sale of the Common Stock  
offered hereby are estimated to be approximately $84.5 million ($97.3 million   
if the over-allotment option is exercised in full). Newpark intends to utilize  
approximately $71.5 million of the net proceeds to pay the purchase price of    
the Acquisition and certain associated transaction costs. Newpark will use the  
remaining net proceeds, estimated to be approximately $13 million, to repay     
outstanding indebtedness under the revolving line of credit portion of its      
bank credit agreement. Newpark anticipates that such payment will provide it    
increased flexibility to facilitate further development of its injection        
disposal capacity, both in oilfield and industrial waste markets, and           
expansion of its mat rental business into international markets.                

Borrowings under the bank credit agreement, which provides for a revolving  
line of credit and a term loan, have been used to refinance existing debt and   
for general working capital purposes and bear interest at either a specified    
prime rate or the LIBOR rate, plus a spread which is determined quarterly       
based upon the ratio of Newpark's funded debt to cash flow. The effective       
interest rate under the bank credit agreement was 7.38% at June 30, 1996. The   
revolving line of credit matures on December 31, 1998.                          

Although Newpark intends to fully repay its outstanding borrowings under its
revolving line of credit and pay down its term loan, it may borrow amounts      
under the revolving line of credit and other facilities from time to time in    
the future to fund capital requirements. See "Management's Discussion and       
Analysis of Financial Condition and Results of Operations--Liquidity and        
Capital Resources".                                                             

CAPITALIZATION  

The following table sets forth the consolidated capitalization of Newpark as
of March 31, 1996 and on an as adjusted basis as of March 31, 1996 to reflect   
the sale of the 3,000,000 shares of Common Stock offered in this Offering and   
the application of the net proceeds therefrom to complete the Acquisition and   
to repay outstanding indebtedness. The following table should be read in        
conjunction with the Consolidated Financial Statements of Newpark and the       
Notes thereto included elsewhere in this Prospectus.                            

                                                                [Download Table]

                                                          AS OF MARCH 31, 1996 
                                                          ---------------------
                                                           ACTUAL   AS ADJUSTED
                                                          --------  -----------
                                                             (IN THOUSANDS)    
                                                                               
Short-term debt:                                                               
  Notes payable.......................................... $    119   $    119  
  Current maturities of long-term debt...................    9,994      9,994  
                                                          --------   --------  
    Total short-term debt................................   10,113     10,113  
                                                          --------   --------  
Long-term debt, excluding current portion:                                     
  Long-term debt.........................................   46,907     33,902  
  Other non-current liabilities..........................      285        285  
                                                          --------   --------  
    Total long-term debt.................................   47,192     34,187  
                                                          --------   --------  
Stockholders' equity:                                                          
  Preferred Stock, $.01 par value, 1,000,000 shares                            
   authorized, none issued...............................       --         --  
  Common Stock, $.01 par value, 20,000,000 shares                              
   authorized, 10,694,974 issued and outstanding,                              
   13,694,974 as adjusted for this Offering(1)...........      106        136  
  Paid-in capital........................................  145,162    229,637  
  Retained earnings (deficit)............................  (63,824)   (63,824) 
                                                          --------   --------  
    Total stockholders' equity...........................   81,444    165,949  
                                                          --------   --------  
    Total capitalization................................. $138,749   $210,249  
                                                          ========   ========  

--------                                                                        
(1) Assumes no exercise of outstanding stock options, which, if fully           
  exercised, would result in the issuance of an additional 840,179 shares of
Common Stock.                                                           

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PRO FORMA FINANCIAL INFORMATION 

The unaudited consolidated statements of income set forth below present the 
combined statements of income of Newpark and the Acquired Business, adjusted    
to give effect to the Acquisition, including the completion of this Offering    
and the repayment of indebtedness, as if the Acquisition and such repayment     
had occurred on January 1, 1995. The unaudited pro forma combined balance       
sheet set forth below combines the consolidated historical balance sheets of    
Newpark and the Acquired Business as of March 31, 1996, giving effect to the    
Acquisition, including the completion of this Offering and the repayment of     
indebtedness, as if the Acquisition and such repayment had been consummated on  
March 31, 1996. The Pro Forma Financial Information should be read in           
conjunction with the accompanying notes and the historical financial            
statements and notes thereto of Newpark and the Acquired Business appearing     
elsewhere in this Prospectus.                                                   

The Acquisition will be accounted for under the purchase method of          
accounting. The total purchase price for the Acquisition will be allocated to   
tangible and identifiable intangible assets and liabilities based upon          
Newpark's preliminary estimates of their fair value with the excess of cost     
over net assets acquired allocated to goodwill. Such allocation is subject to   
revision when additional information concerning asset and liability valuations  
is obtained, in accordance with FAS No. 38, "Accounting for Preacquisition      
Contingencies of Purchased Enterprises". In Newpark's opinion, the asset and    
liability valuation for the Acquisition will not be materially different from   
the pro forma information presented herein, and Newpark is not aware of any     
contingencies which may affect the allocation of the purchase price other than  
as set forth in the accompanying pro forma combined balance sheet.              

For purposes of presenting pro forma results, no changes in revenues and    
expenses have been made to reflect the results of any modifications to          
operations that might have been made had the Acquisition been consummated on    
the assumed effective date of the transaction. The pro forma expenses include   
the recurring costs which are directly attributable to the Acquisition, such    
as depreciation expense and amortization of goodwill. The Pro Forma Financial   
Information does not purport to represent what Newpark's results of operations  
or financial position would actually have been had the Acquisition actually     
occurred on the dates specified or to project Newpark's results of operations   
for any future period.                                                          

Management expects to implement net cost reductions which are not reflected 
in the accompanying pro forma statements of income. These cost reductions are   
related to the consolidation of certain duplicate administrative and personnel  
costs. Such pretax savings for the year ended December 31, 1995 and three       
months ended March 31, 1996 are estimated to be $3 million and $700,000,        
respectively. The effect of these savings would have increased pro forma net    
income per share by $.14 and $.03, respectively. These estimated cost savings   
constitute a forward looking statement under the Securities Act. The Company's  
actual future net income per share could be materially and adversely affected   
by certain risks and uncertainties, including those set forth above under       
"Risk Factors".                                                                 

Further, the accompanying pro forma information does not include the full   
benefit of potential cost savings related to efficiency of operation expected   
by Newpark. However, no assurance can be given as to the ultimate amount, if    
any, of net cost savings that will actually be realized.                        

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PRO FORMA COMBINED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 1995

                                                                [Download Table]

                            HISTORICAL                PRO FORMA                 
                         ----------------- ------------------------------------ 
                                           ADJUSTMENTS   ADJUSTMENTS            
                                  ACQUIRED     FOR           FOR                
                         NEWPARK  BUSINESS ACQUISITION    OFFERING     COMBINED 
                         -------  -------- -----------   -----------   -------- 
                               (IN THOUSANDS, EXCEPT PER SHARE DATA)            
                                                                                
Revenues................ $97,982  $18,837                              $116,819 
Operating costs and                                                             
 expenses:                                                                      
  Cost of services                                                              
   provided.............  64,467   12,007                                76,474 
  Operating costs.......   9,414             $ 1,741 (a)                        
                                               2,226 (b)                        
                                              (3,253)(c)                 10,128 
                         -------  -------    -------       ------      -------- 
                          73,881   12,007        714           --        86,602 
General and                                                                     
 administrative                                                                 
 expenses...............   2,658    1,946                                 4,604 
Provision for                                                                   
 uncollectible accounts                                                         
 and notes receivable...     463                                            463 
                         -------  -------    -------       ------      -------- 
Operating income........  20,980    4,884       (714)          --        25,150 
Interest income.........    (183)                                          (183)
Interest expense........   3,740                           (1,113)(d)     2,627 
Non-recurring expense...     436                               --           436 
                         -------  -------    -------       ------      -------- 
Income from operations                                                          
 before provision for                                                           
 income taxes...........  16,987    4,884       (714)       1,113        22,270 
Provision for income                                                            
 taxes..................   4,751    1,661       (260)(e)      406 (e)     6,558 
                         -------  -------    -------       ------      -------- 
Net income.............. $12,236  $ 3,223    $  (454)(f)   $  707      $ 15,712 
                         =======  =======    =======       ======      ======== 
Weighted average shares                                                         
 outstanding............  10,568                            3,000        13,568 
                         =======                           ======      ======== 
Net income per common                                                           
 share.................. $  1.16                                       $   1.16 
                         =======                                       ======== 

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PRO FORMA COMBINED STATEMENT OF INCOME  

THREE MONTHS ENDED MARCH 31, 1996 

                                                                [Download Table]

                              HISTORICAL                PRO FORMA               
                           ----------------- -----------------------------------
                                             ADJUSTMENTS   ADJUSTMENTS          
                                    ACQUIRED     FOR           FOR              
                           NEWPARK  BUSINESS ACQUISITION    OFFERING    COMBINED
                           -------  -------- -----------   -----------  --------
                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)          
                                                                                
Revenues.................  $26,767   $5,592                             $32,359 
Operating costs and                                                             
 expenses:                                                                      
  Cost of services                                                              
   provided..............   17,599    3,539                              21,138 
  Operating costs........    2,359             $ 1,227 (a)                      
                                                   555 (b)                      
                                                  (936)(c)                3,205 
                           -------   ------    -------        -----     ------- 
                            19,958    3,539        846           --      24,343 
General and                                                                     
 administrative expenses.      717      489                               1,206 
Provision for                                                                   
 uncollectible accounts                                                         
 and notes receivable....       --                                           -- 
                           -------   ------    -------        -----     ------- 
Operating income.........    6,092    1,564       (846)          --       6,810 
Interest income..........      (30)                                         (30)
Interest expense.........      907                             (268)(d)     639 
Non-recurring expense....       --                               --          -- 
                           -------   ------    -------        -----     ------- 
Income from operations                                                          
 before provision for                                                           
 income taxes............    5,215    1,564       (846)         268       6,201 
Provision for income                                                            
 taxes...................    1,899      532       (309)(e)       98 (e)   2,220 
                           -------   ------    -------        -----     ------- 
Net income...............  $ 3,316   $1,032    $  (537)(f)    $ 170     $ 3,981 
                           =======   ======    =======        =====     ======= 
Weighed average shares                                                          
 outstanding.............   10,650                            3,000      13,650 
                           =======                            =====     ======= 
Net income per common                                                           
 share...................  $   .31                                      $   .29 
                           =======                                      ======= 

FOOTNOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME  

(a) Reflects adjustment to record the net cost to Newpark associated with the   
 disposal of NOW at Campbell Wells' facilities as required under the terms
of the Disposal Agreement.                                              
(b) Reflects adjustment to record the amortization of intangible assets and     
goodwill arising in connection with the Acquisition. The non-competition
covenants are amortized over the contractual life of the Disposal       
Agreement, which is 25 years. Intangibles associated with the going     
concern value of the business acquired, its customer list and other     
intangibles are amortized over 35 years.                                
(c) The allocation of the purchase price includes a liability for the           
estimated costs of immediately closing certain duplicative transfer     
stations and barge operations of the Acquired Business. This adjustment 
provides for a direct effect of this decision by eliminating certain of 
the duplicate operating expenses related to the closed facilities and   
barge operations. These estimated costs constitute forward looking      
  statements under the Securities Act. The Company's actual future operating
results could be materially and adversely affected by certain risks and 
uncertainties, including those set forth above under "Risk Factors--    
Failure to Integrate Acquired Business".                                
(d) Reflects adjustment to reduce interest expense related to repayment of      
borrowings under Newpark's bank credit facility utilizing the portion of
the net proceeds of this Offering in excess of the purchase price in the
Acquisition.                                                            
(e) Adjustment to reflect the effect on income tax expense, calculated at       
 Newpark's marginal tax rate of 36.5%, on the adjustments reflected on the
pro forma financial statements.                                         
(f) This pro forma net income amount constitutes a forward looking statement    
 under the Securities Act. The Company's actual future net income could be
materially and adversely affected by certain risks and uncertainties,   
 including those set forth above under "Risk Factors--Failure to Integrate
Acquired Business".                                                     

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PRO FORMA COMBINED BALANCE SHEET  

AS OF MARCH 31, 1996  

                                                                [Download Table]

                            HISTORICAL                PRO FORMA                 
                         ----------------- -------------------------------------
                                           ADJUSTMENTS   ADJUSTMENTS            
                                  ACQUIRED     FOR           FOR                
                         NEWPARK  BUSINESS ACQUISITION    OFFERING      COMBINED
                         -------- -------- -----------   -----------    --------
                                           (IN THOUSANDS)                       
                                                                                
Assets:                                                                         
  Current assets........ $ 53,266      --         --      $  1,000(a)   $ 54,266
  Property, plant and                                                           
   equipment............   90,996  $2,531    $  (208)(b)        --        93,319
  Intangibles and other                                                         
   assets...............   11,778      --     74,233 (b)        --        86,011
                         --------  ------    -------      --------      --------
    Total assets........ $156,040  $2,531    $74,025      $  1,000      $233,596
                         ========  ======    =======      ========      ========
Liabilities and                                                                 
 Stockholders' Equity:                                                          
  Current Liabilities... $ 22,240      --         --            --      $ 22,240
  Long-term debt........   46,907      --         --      $(13,005)(a)    33,902
  Other liabilities.....    5,449  $  444    $ 5,612(b)         --        11,505
  Total stockholders'                                                           
   equity...............   81,444      --         --        84,505 (a)   165,949
                         --------  ------    -------      --------      --------
    Total liabilities                                                           
     and stockholders'                                                          
     equity............. $156,040  $  444    $ 5,612      $ 71,500      $233,596
                         ========  ======    =======      ========      ========

FOOTNOTES TO PRO FORMA COMBINED BALANCE SHEET 

(a) Reflects the use of proceeds from this Offering to finance the purchase     
price of the Acquisition and to repay outstanding indebtedness under    
Newpark's bank credit facility as described in "Use of Proceeds".       

(b) The purchase cost of the Acquisition was allocated to the assets and        
  liabilities acquired based on their relative fair values, subject to final
determination based on independent valuations, as follows:              

                                                                [Download Table]
                                                                         
Purchase Cost:                                                           
Cash.....................................................        $70,500 
Purchase accounting reserves*............................          5,612 
Less book value of net assets acquired...................         (2,087)
                                                                 ------- 
Excess of purchase cost over book value..................        $74,025 
                                                                 ======= 
Allocated as follows:                                                    
Property, plant and equipment, net.......................        $  (208)
Intangibles and other assets:                                            
  Non-compete and other.................................. $8,500         
  Goodwill............................................... 65,733  74,233 
                                                          ------ ------- 
Total....................................................        $74,025 
                                                                 ======= 

--------                                                              
*  Purchase accounting reserves include the estimated costs to        
close certain duplicate facilities and barge operations of      
the Acquired Business.                                          

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SELECTED HISTORICAL FINANCIAL DATA  

The selected consolidated historical financial data presented below for the 
five years ended December 31, 1995 are derived from the audited consolidated    
financial statements of Newpark. The selected historical financial information  
for the three months ended March 31, 1995 and 1996 is derived from the          
unaudited consolidated financial statements of Newpark, and, in the opinion of  
Newpark, includes all adjustments (consisting only of normal recurring          
adjustments) that are necessary for a fair presentation of the operating        
results for such interim period. The results of operations for the three        
months ended March 31, 1996 are not necessarily indicative of results for the   
full year. The following data should be read in conjunction with the            
Consolidated Financial Statements of Newpark and the Notes thereto included     
elsewhere in this Prospectus and "Management's Discussion and Analysis of       
Financial Condition and Results of Operations".                                 

                                                                [Download Table]

                                          YEARS ENDED DECEMBER 31,              
                                  --------------------------------------------- 
                                    1995      1994     1993     1992     1991   
                                  --------  --------  -------  -------  ------- 
                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)       
                                                                                
STATEMENT OF INCOME DATA:                                                       
Revenues........................  $ 97,982  $ 79,632  $56,330  $49,457  $44,635 
Cost of services provided.......    64,467    56,259   42,581   36,860   34,703 
Operating costs.................     9,414     7,277    6,557    5,519    3,799 
General and administrative                                                      
expenses........................     2,658     3,231    2,129    1,963    1,305 
Provision for uncollectible                                                     
accounts and notes receivable...       463       974      671      154       94 
                                  --------  --------  -------  -------  ------- 
Operating income from continuing                                                
 operations.....................    20,980    11,891    4,392    4,961    4,734 
Interest income.................      (183)      (78)      --      (18)     (47)
Interest expense................     3,740     2,660    1,274      847    1,562 
Non-recurring expense...........       436        --       --       --       -- 
Financial restructure costs.....        --        --       --       --      155 
                                  --------  --------  -------  -------  ------- 
Income from continuing                                                          
 operations before provision for                                                
 income taxes...................    16,987     9,309    3,118    4,132    3,064 
Provision (benefit) for income                                                  
 taxes..........................     4,751       (85)  (1,670)      51       73 
                                  --------  --------  -------  -------  ------- 
Income from continuing                                                          
operations......................    12,236     9,394    4,788    4,081    2,991 
Income (loss) from discontinued                                                 
operations......................        --        --   (2,366)   1,205      877 
                                  --------  --------  -------  -------  ------- 
Income before extraordinary                                                     
 items..........................    12,236     9,394    2,422    5,286    3,868 
Extraordinary items.............        --        --       --       --    1,365 
                                  --------  --------  -------  -------  ------- 
Net income......................  $ 12,236  $  9,394  $ 2,422  $ 5,286  $ 2,503 
                                  ========  ========  =======  =======  ======= 
Income (loss) per common share:                                                 
  Continuing operations.........  $   1.16  $    .90  $   .49  $   .43  $   .46 
  Discontinued operations.......        --        --     (.24)     .12      .13 
  Extraordinary items...........        --        --       --       --     (.21)
                                  --------  --------  -------  -------  ------- 
Net income per common share.....  $   1.16  $    .90  $   .25  $   .55  $   .38 
                                  ========  ========  =======  =======  ======= 
Weighted average shares                                                         
 outstanding....................    10,568    10,422    9,690    9,564    6,521 
                                  ========  ========  =======  =======  ======= 

                                             AS OF DECEMBER 31,                 
                                  --------------------------------------------- 
                                    1995      1994     1993     1993     1992   
                                  --------  --------  -------  -------  ------- 
                                               (IN THOUSANDS)                   
                                                                                
BALANCE SHEET DATA:                                                             
Working capital.................  $ 32,108  $ 13,585  $ 5,361  $ 4,900  $12,121 
Total assets....................   152,747   110,756   90,316   75,478   53,454 
Short-term debt.................     7,911    10,032   14,928   12,212    1,377 
Long-term debt..................    46,724    28,892   12,446   10,432    3,774 
Total stockholders' equity......    77,518    63,699   53,353   45,658   40,239 

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                                                                [Download Table]

                                                              THREE MONTHS     
                                                             ENDED MARCH 31,   
                                                            ------------------ 
                                                              1996      1995   
                                                            --------  -------- 
                                                               (UNAUDITED)     
                                                             (IN THOUSANDS,    
                                                            EXCEPT PER SHARE   
                                                                  DATA)        
                                                                               
STATEMENT OF INCOME DATA:                                                      
Revenues................................................... $ 26,767  $ 22,209 
Cost of services provided..................................   17,599    15,532 
Operating costs............................................    2,359     2,288 
General and administrative expenses........................      717       648 
Provision for uncollectible accounts and notes receivable..       --        30 
                                                            --------  -------- 
Operating income from operations...........................    6,092     3,711 
Interest income............................................      (30)      (91)
Interest expense...........................................      907       889 
                                                            --------  -------- 
Income from continuing operations before provision for                         
 income taxes..............................................    5,215     2,913 
Provision for income taxes.................................    1,899       423 
                                                            --------  -------- 
Net income................................................. $  3,316  $  2,490 
                                                            ========  ======== 
Income per common share:                                                       
  Net income per common share.............................. $    .31  $    .24 
                                                            ========  ======== 
  Weighted average shares outstanding......................   10,650    10,375 
                                                            ========  ======== 

                                                             AS OF MARCH 31,   
                                                            ------------------ 
                                                              1996      1995   
                                                            --------  -------- 
                                                               (UNAUDITED)     
                                                             (IN THOUSANDS)    
                                                                               
BALANCE SHEET DATA:                                                            
Working capital............................................ $ 31,026  $ 16,666 
Total assets...............................................  156,040   114,386 
Short-term debt............................................   10,113     8,566 
Long-term debt.............................................   46,907    30,110 
Total stockholders' equity.................................   81,444    66,488 

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MANAGEMENT'S DISCUSSION AND ANALYSIS  
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

The following discussion of Newpark's financial condition, results of       
operations, liquidity and capital resources should be read in conjunction with  
the Consolidated Financial Statements and the Notes thereto included elsewhere  
in this Prospectus.                                                             

OVERVIEW                                                                        

The Baker Hughes Rotary Rig Count has historically been viewed as the most  
significant single indicator of oil and gas drilling activity in the domestic   
market. In 1993, the United States rig count averaged 754 rigs in operation,    
and increased to 774 in 1994. In 1995, the rig count averaged 723, the second   
lowest on record since the advent of the indicator in the early 1940's.         

Newpark's operations principally occur in the following rig count           
measurement areas: (i) South Louisiana Land, (ii) Texas Railroad Commission     
Districts 2 and 3, (iii) Louisiana and Texas Inland Waters and (iv) the         
Offshore Gulf of Mexico. The rig count trend in the areas that Newpark serves   
has tracked these national trends as set forth in the table below:              

                                                                [Download Table]

                                1993  1994  1995  1Q95  2Q95  3Q95  4Q95  1Q96 
                                ----  ----  ----  ----  ----  ----  ----  ---- 
                                                                               
U.S. rig count.................  754   774   723   705   677   745   765   708 
Newpark's service area.........  176   202   194   191   187   201   199   189 
Newpark's service area to                                                      
 total......................... 23.3% 26.1% 26.8% 27.1% 27.6% 27.0% 26.0% 26.7%

--------                                                                        
Source: Baker Hughes Incorporated                                               

 Newpark believes that improved natural gas drilling activity, as evidenced by
the rig count in the area it serves, was an important factor which allowed a    
trend of increasing prices in its site preparation and mat rental business to   
continue through 1994. Newpark believes the decline in the rig count within     
Newpark's service area during 1995, which continued in the first quarter of     
1996, was primarily the result of low natural gas prices during most of 1995.   
As of June 30, 1996, the U.S. rig count was 777, and 213 within Newpark's       
service area, which Newpark believes is reflective of the continued increase in 
natural gas prices that commenced in November 1995.                             

Despite the decline in rig activity, the volume of waste received by Newpark
increased at an annual compound rate of 46% from 1993 to 1995, primarily due    
to the recovery of the remediation market following implementation of NORM      
regulations and new, more stringent regulations governing the discharge of      
drilling and production waste in the coastal and inland waters and in the       
offshore Gulf of Mexico.                                                        

                                                                [Download Table]

                                     YEARS ENDED DECEMBER 31,            
                             ------------------------------------------- 
                                 1995           1994           1993      
                             -------------  -------------  ------------- 
                                          (IN THOUSANDS)                 
                                                                         
Revenues by product line:                                                
  Offsite waste processing.. $31,126  31.8% $20,738  26.0% $11,354  20.2%
  Mat rental service........  30,775  31.4   23,048  28.9   21,042  37.4 
  General oilfield services.  14,511  14.8   13,452  16.9   11,358  20.1 
  Wood product sales........  12,609  12.9   13,105  16.5    7,947  14.1 
  Onsite environmental                                                   
   management...............   7,361   7.5    7,689   9.7    4,629   8.2 
  Other.....................   1,600   1.6    1,600   2.0       --    -- 
                             ------- -----  ------- -----  ------- ----- 
    Total revenues.......... $97,982 100.0% $79,632 100.0% $56,330 100.0%
                             ======= =====  ======= =====  ======= ===== 

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                                                                [Download Table]

                                                    THREE MONTHS ENDED MARCH    
                                                               31,              
                                                   ---------------------------- 
                                                       1996           1995      
                                                   -------------  ------------- 
                                                         (IN THOUSANDS)         
                                                                                
Revenues by product line:                                                       
  Offsite waste processing........................ $ 7,833  29.3% $ 7,391  33.3%
  Mat rental service..............................   7,901  29.5    6,632  29.9 
  General oilfield services.......................   4,003  14.9    3,032  13.6 
  Wood product sales..............................   3,956  14.8    2,624  11.8 
  Onsite environmental management.................   2,564   9.6    2,130   9.6 
  Other...........................................     510   1.9      400   1.8 
                                                   ------- -----  ------- ----- 
    Total revenues................................ $26,767 100.0% $22,209 100.0%
                                                   ======= =====  ======= ===== 

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31,      
1995                                                                            

Revenues                                                                      

Total revenues increased to $26.8 million in the three months ended March   
31, 1996 from $22.2 million in the three months ended March 31, 1995, an        
increase of $4.6 million, or 20.5%. The major components of the increase by     
product line included: (i) $1.3 million of increased revenue from wood product  
sales due to increased sales of wood chips produced by additional capacity      
added during 1995; (ii) an increase of $1.3 million, or 19.1%, in mat rental    
revenue due to a 17.7% increase in volume on pricing similar to the 1995        
period; (iii) an increase of $971,000, or 32.0%, in general oilfield service    
revenue, which resulted primarily from site preparation services related to     
the increased volume of mat rental services provided during the period; (iv)    
an increase of $442,000 in offsite waste processing revenues derived primarily  
from NORM disposal operations; and (v) an increase of $434,000 in onsite        
environmental management services related to the increased site remediation     
activity in the 1996 period. NORM processing volume during the current period   
increased to 37,200 barrels, compared to 12,600 barrels in the 1995 period.     
The effect of the volume increase was offset, in part, by a decrease in the     
average revenue per barrel, from $111.00 in the 1995 period to $48.00 in the    
current quarter. The change in average price reflects the lower level of        
radium contamination in waste received from site remediation projects, which    
represent a majority of current volume. NOW disposal revenue increased          
$57,000, to $6,048,000 in the current quarter, compared to $5,991,000 in the    
1995 period. Total volume decreased 1%, to 682,000 barrels, compared to         
690,000 barrels in the year-ago quarter, but was offset by an increase in the   
average revenue per barrel to $8.87 in the 1996 quarter, from $8.68 in the      
prior period. The increase is due to changes in mix of NOW received among the   
various markets served by the Company.                                          

Operating Income                                                              

Operating income increased by $2.4 million, or 64.2%, to $6.1 million in the
1996 period, compared to $3.7 million in the prior period. This represents an   
improvement in operating margin to 22.8% in the 1996 period, compared to 16.7%  
in the 1995 period. Primary components of the increase included $1.9 million    
resulting from the increase in the volume of mats rented and approximately      
$470,000 increased operating profit from wood product sales.                    

General and administrative expenses remained relatively unchanged,          
decreasing as a proportion of revenue to 2.7%, from 2.9% in the 1995 period,    
and increasing in absolute amount by $69,000.                                   

Interest Expense                                                              

Interest expense was substantially unchanged at approximately $900,000 for  
both periods, although average outstanding borrowings increased approximately   
43.9% from the prior period. This resulted from decreased net interest cost     
under the current credit agreement, which became effective as of June 29,       
1995, and interest capitalization related to construction in progress in the    
current quarter.                                                                

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Provision for Income Taxes                                                    

For the 1996 period, Newpark recorded an income tax provision of $1.9       
million, or 36.4% of pre-tax income. The net provision for the 1995 period of   
$423,000, equal to a 15% effective rate, was comprised of a provision for       
federal income taxes net of the recognition of certain state income tax         
carryforwards available to offset estimated future earnings.                    

Net Income                                                                    

Net income increased by $826,000, or 33.2%, to $3.3 million in 1996,        
compared to $2.5 million in the 1995 period.                                    

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994           

Revenues                                                                      

Total revenues increased to $98 million in 1995, from $79.6 million in 1994,
an increase of $18.4 million or 23.0%. The components of the increase by        
product line are as follows: (i) offsite waste processing revenues increased    
$10.4 million, as NOW revenue increased $5.5 million (due almost exclusively    
to additional volume) and NORM processing revenue increased to $6 million on    
approximately 70,000 barrels in 1995, from $1.2 million in revenue and 15,000   
barrels in 1994; (ii) mat rental revenue increased $7.7 million, or 34%, due    
to (a) increased volume installed at similar pricing compared to the prior      
year and (b) an increase in revenues from extended rerentals of $3.6 million    
resulting from the longer use of sites and the trend toward deeper drilling in  
more remote locations, requiring larger sites to accommodate increased          
equipment and supplies on the site and resulting in the size of the average     
location growing 17% in 1995 as compared to the prior year; (iii) general       
oilfield service revenue increased $1.1 million, or 7.9%, primarily as a        
result of the increased level of site preparation work incident to the rental   
of mats in the oilfield segment of that business; (iv) onsite environmental     
management service revenue declined approximately $300,000, or 4%, with the     
reduced level of current drilling-related projects more than offsetting         
increased activity in the remediation of old sites; and (v) revenue from wood   
product sales decreased approximately $500,000, due in part to production       
inefficiencies during the start-up of a new processing line and the inclusion   
of a large non-recurring order in prior year revenue.                           

Operating Income from Continuing Operations                                   

Operating income from continuing operations increased by $9.1 million, or   
76.4%, to $21 million in the 1995 period, compared to $11.9 million in the      
prior year. This represents an improvement in operating margin to 21.4% in      
1995, compared to 14.9% in 1994.                                                

Primary components of the increase included: (i) approximately $2.9 million 
related to the effect of volume increases in both NOW and NORM processing;      
(ii) $3.6 million from increased mat rerentals; (iii) $1.3 million resulting    
from the increase in the volume of mats rented, to approximately 200 million    
board feet, compared to 157 million in 1994, at similar margins; and (iv) an    
approximate $200,000 increase in operating profit on a better gross margin mix  
from wood product sales.                                                        

The decline of $573,000 in general and administrative expenses primarily    
reflects the impact of approximately $600,000 of prior year charges for legal   
costs incurred in an appeal of an expropriation matter. Additionally, the       
provision for uncollectible accounts was $511,000 less in the 1995 period as    
compared to the 1994 period.                                                    

Interest Expense                                                              

Interest expense increased to $3.7 million in 1995, from $2.7 million in    
1994. The increase was the result of an increase in borrowings, proceeds of     
which were used to fund continued additions to productive capacity, including   
Newpark's waste processing facilities, its prefabricated board road mats and    
additions to inventory, primarily at the sawmill facility.                      

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Non-Recurring Expense                                                         

Results for the current period include $436,000 of non-recurring costs      
associated with a proposed merger which was not completed.                      

Provision for Income Taxes                                                    

During 1995, Newpark recorded an income tax provision of $4.8 million, or   
28% of pre-tax income. While Newpark's net operating loss carryforwards remain  
to be used for income tax return purposes, for financial reporting purposes,    
substantially all of the remaining net operating loss and tax credit            
carryforwards applicable to federal taxes were recognized in the first half of  
the year, which reduced the effective tax rate for that portion of the year.    
During 1994, Newpark recorded a tax benefit of $85,000 as a result of the       
availability of net operating loss carryforwards.                               

Net Income                                                                    

Net income increased by $2.8 million, or 30%, to $12.2 million in 1995,     
compared to $9.4 million in 1994.                                               

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993           

Revenues                                                                      

Total revenues increased from $56.3 million in 1993 to $79.6 million in     
1994, an increase of $23.3 million, or 41.4%. Components of the increase by     
product line included: (i) a $9.4 million increase in offsite waste             
processing, composed of (a) an increase of $8.2 million, resulting from a       
72.5% increase in the number of barrels of NOW waste received, which grew to    
2.3 million in 1994 from 1.3 million in 1993, and (b) $1.2 million from NORM    
processing which began in the fourth quarter of 1994; (ii) an increase of $5.2  
million of wood product sales revenue due to an increase in the total tonnage   
of products sold at similar pricing; (iii) a $3 million increase in onsite      
environmental management revenue reflecting the recovery of this market during  
1994 once definitive NORM regulations were effected in both Louisiana and       
Texas, resulting in a total of 355,000 barrels of remediation waste being       
handled in 1994, as compared to only 22,000 in 1993; (iv) a $2 million          
increase in mat rental revenue, the net effect of a 29% increase in average     
pricing to approximately $93 per thousand board feet installed and a 4%         
decline in total volume to 157 million board feet in 1994, compared to 164      
million board feet in 1993; and (v) an increase of approximately $2.1 million   
in general oilfield service revenue, which primarily reflects the increased     
site construction services related to the increased volume of mats installed    
on customers' sites. Other revenue included $1.6 million in 1994 from the       
lease of the facility formerly operated as a marine repair yard in Houston,     
Texas.                                                                          

Operating Income from Continuing Operations                                   

Operating income from continuing operations increased $7.5 million, from    
$4.4 million, or 7.8% of revenue, in 1993, to $11.9 million, or 14.9% of        
revenue, in the current period. Factors contributing to the increase included:  
(i) a $3.1 million increase in operating income from offsite waste processing,  
of which approximately $600,000 relates to the receipt of 14,711 barrels of     
NORM waste solely during the fourth quarter of 1994, with the remainder         
attributable to increased volume and substantially unchanged profit             
contribution per barrel of NOW processed; (ii) $2.7 million from increased mat  
rental revenue; (iii) a $2.5 million increase resulting from the increase in    
the volume of mats rented; and (iv) a profit of approximately $800,000 (before  
related interest expense) from the lease of Newpark's former marine repair      
facility. These increases were partially offset by the following: (a) a         
$258,000 decrease in operating income from wood products sales due to higher    
inventory costs relative to 1993; (b) a $1.1 million increase in general and    
administrative expenses; and (c) a $300,000 increase in the provision for       
uncollectible accounts and notes receivable.                                    

General and administrative expenses as a proportion of revenue rose to 4.1% 
in 1994, from 3.8% in 1993, while rising in total by $1.1 million, to $3.2      
million in 1994, from $2.1 million in 1993. The principal items                 

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associated with the increase included a charge for legal costs of               
approximately $600,000 incurred due to the appeal of an expropriation matter    
and a $130,000 provision for additional franchise taxes, as a result of a       
recently completed audit.                                                       

Interest Expense                                                              

Interest expense increased $1.4 million, to $2.7 million in 1994, compared  
to $1.3 million in 1993, as Newpark added approximately $17.5 million in net    
borrowings to finance new and existing facilities and equipment during 1994.    

Provision for Income Taxes                                                    

During 1994, Newpark recorded a net deferred tax benefit of $200,000 as a   
result of recognizing the future benefit of the income tax carryforwards        
available to offset the estimated future earnings. See Note F in the Notes to   
Consolidated Financial Statements. The net deferred tax benefit was partially   
offset by current tax expense of $115,000.                                      

Net Income                                                                    

Net income increased to $9.4 million in 1994, from $2.4 million in 1993, an 
increase of $7 million, or 288%, equal to 29.9% of incremental revenues.        

LIQUIDITY AND CAPITAL RESOURCES                                                 

During 1995 and to date during 1996, Newpark's working capital needs were   
met primarily from operating cash flow. Newpark's working capital position      
decreased by $1.1 million during the three months ended March 31, 1996 and      
increased by $18.5 million during the year ended December 31, 1995.             

                                                                [Download Table]

                                                              DECEMBER 31,  
                                                             ---------------
                                                   MARCH 31,                
                                                     1996     1995    1994  
                                                   --------- ------- -------
                                                                            
Working capital (in thousands)....................  $31,026  $32,108 $13,585
Current ratio.....................................      2.4      2.3     1.8

Throughout 1995, Newpark invested approximately $18 million to provide      
future capacity within key product lines. These improvements included the       
addition of two more injection wells and a grinding mill at the Big Hill        
facility, construction of a new injection facility (which includes two          
injection wells) at the Fannett site, construction of a bulk waste unloading    
facility adjacent to Newpark's existing Port Arthur facility, additions to      
Newpark's inventory of rental mats in the domestic market and an expansion of   
Newpark's rental mat business into Venezuela. As a result of these asset        
additions and expansion, long term debt increased to $46.7 million at year      
end, representing 36.3% of total long-term capital. A total of $43.4 million    
of the debt was funded through a credit facility with three banks, which was    
completed during the second quarter of the year.                                

Newpark's credit facility provides for a total of up to $50 million of term 
financing consisting of a $25 million term loan to be amortized over five       
years and a $25 million revolving line of credit. At Newpark's option, these    
borrowings bear interest at either a specified prime rate or the LIBOR rate,    
plus a spread which is determined quarterly based upon the ratio of Newpark's   
funded debt to cash flow. The credit agreement requires that Newpark maintain   
certain specified financial ratios and comply with other usual and customary    
requirements. Newpark was in compliance with all of the covenants in the        
credit agreement at March 31, 1996. The term loan was used to refinance         
existing debt and is being amortized over a five year term ending June 29,      
2000. In March 1996, the term loan was increased to $35 million, and the $10    
million increase was used initially to reduce borrowings on the revolving line  
of credit portion of the facility. The revolving line of credit matures         
December 31, 1998. Availability of borrowings under the line of credit is tied  
to the level of Newpark's accounts receivable and certain inventory. At March   
31, 1996, $5.8 million of letters of credit were issued and outstanding under   
the                                                                             

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line and an additional $11.6 million had been borrowed and was outstanding      
thereunder. Effective April 24, 1996, Newpark replaced $3.8 million of          
outstanding letters of credit with a corporate guaranty, leaving $2 million of  
letters of credit outstanding.                                                  

Net cash provided by operating activities was $4.2 million during the three 
months ended March 31, 1996, compared to $1.9 million in the comparable period  
of the prior year, an increase of $2.3 million. Approximately $2 million, or    
87%, of the improvement was attributable to increased earnings adjusted for     
non-cash tax expense and depreciation and amortization. The remainder of the    
increase was the net effect of improved receivable turnover, net of reductions  
in accounts payable. Net cash provided by operations was supplemented by $2.6   
million in additional net borrowings to finance $6.8 million of incremental     
capital investment.                                                             

Newpark anticipates capital expenditures of approximately $19 million during
the last three quarters of 1996, including: (i) approximately $7 million to     
purchase additional mats for its Venezuela joint venture; (ii) approximately    
$5 million for other international expansion in its mat business outside of     
Venezuela; and (iii) approximately $4 million to acquire and develop            
additional injection well sites and acquire associated equipment. Newpark also  
is in discussions with its joint venture partners in Venezuela for the          
purchase of their interests in such venture and anticipates that approximately  
$3 million may be used to acquire such interests during 1996. For 1997,         
Newpark anticipates capital expenditures of approximately $27 million,          
consisting of: (i) approximately $15 million in its mat rental business,        
including international expansion and mat purchases; (ii) approximately $8      
million to acquire and develop additional injection well sites, including an    
industrial waste injection facility; and (iii) approximately $4 million for     
the upgrade and purchase of equipment. After taking into account the repayment  
of outstanding indebtedness as described in "Use of Proceeds", Newpark          
anticipates that all of its capital expenditure requirements will be satisfied  
with borrowings under its credit facilities and with cash flow from             
operations.                                                                     

Newpark presently has no commitments beyond its bank lines of credit by     
which it could obtain additional funds for current operations; however, it      
regularly evaluates potential borrowing arrangements which may be utilized to   
fund future expansion plans. Newpark believes that following the consummation   
of the Acquisition (including the completion of this Offering and the           
application of the net proceeds as described in "Use of Proceeds"), available   
borrowings under its current credit facility and internally generated funds     
will be sufficient to support its working capital, capital expenditure and      
debt service requirements for the foreseeable future. Except as described in    
the preceding paragraph, Newpark is not aware of any material capital           
expenditures, significant balloon payments or other payments on long-term       
obligations or any other demands or commitments, including off-balance sheet    
items, to be incurred beyond the next 12 months.                                

Inflation has not materially impacted Newpark's revenues or income.         

Deferred Tax Asset                                                            

Newpark accounts for income taxes in accordance with Statement of Financial 
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". This      
standard requires, among other things, recognition of future tax benefits       
measured by enacted tax rates attributable to deductible temporary differences  
between the financial statement and income tax basis of assets and liabilities  
and to tax net operating loss and credit carryforwards to the extent that       
realization of such benefits is more likely than not. Newpark has provided a    
valuation allowance ($236,000 at December 31, 1995) for deferred tax assets     
which cannot be realized through future reversals of existing taxable           
temporary differences. Newpark believes that remaining deferred tax assets      
($10,450,000 at December 31, 1995) are realizable through reversals of          
existing taxable temporary differences. Newpark will continue to assess the     
adequacy of the valuation allowance on a quarterly basis.                       

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BUSINESS  

INTRODUCTION                                                                    

Newpark is a leading provider of integrated environmental services to the   
oil and gas exploration and production industry in the U.S. Gulf Coast area,    
principally in Louisiana and Texas. These services are concentrated in three    
key product lines: (i) processing and disposal of nonhazardous oilfield waste   
("NOW"); (ii) processing and disposal of similar oilfield waste that is         
contaminated with naturally occurring radioactive material ("NORM"); and (iii)  
mat rental services in which patented prefabricated wooden mats are used as     
temporary worksites in oilfield and other construction applications.            

The following table sets forth, for the three months ended March 31, 1996   
and 1995 and the years ended December 31, 1995, 1994, and 1993, the amount of   
revenues for each class of similar products and services:                       

                                                                [Download Table]

                                          THREE MONTHS                          
                                         ENDED MARCH 31, YEAR ENDED DECEMBER 31,
                                         --------------- -----------------------
                                          1996    1995    1995    1994    1993  
                                         ------- ------- ------- ------- -------
                                           (UNAUDITED)                          
                                                     (IN THOUSANDS)             
                                                                                
Revenues:                                                                       
  Offsite waste processing.............. $ 7,833 $ 7,391 $31,126 $20,738 $11,354
  Mat rental............................   7,901   6,632  30,775  23,048  21,042
  General oilfield services.............   4,003   3,032  14,511  13,452  11,358
  Wood products sales...................   3,956   2,624  12,609  13,105   7,947
  Onsite environmental management.......   2,564   2,130   7,361   7,689   4,629
  Other.................................     510     400   1,600   1,600      --
                                         ------- ------- ------- ------- -------
    Total revenues...................... $26,767 $22,209 $97,982 $79,632 $56,330
                                         ======= ======= ======= ======= =======

OILFIELD WASTE DISPOSAL AND OTHER ENVIRONMENTAL SERVICES                        

Newpark collects, processes and disposes of oilfield waste, primarily NOW   
and NORM. Newpark also treats NOW at the well site, remediates waste pits and   
provides general oilfield services. In its NOW processing and disposal          
business, Newpark processes the majority of the NOW received at its facilities  
for injection into environmentally secure geologic formations deep underground  
and creates from the remainder a product which is used as intermediate daily    
cover material or cell liner and construction material at municipal waste       
landfills. Since the fourth quarter of 1994, Newpark has provided processing    
and disposal of NOW waste that is 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 into disposal wells at Newpark's Big   
Hill, Texas, facility. The direct injection of NORM permitted under the new     
license expands Newpark's NORM disposal capacity and significantly reduces the  
amount of pre-injection processing and chemicals required, thereby reducing     
Newpark's cost of disposal. On June 10, 1996, Newpark amended an agreement      
with a major oil company to provide for a NORM waste disposal project, which    
Newpark estimates will require disposal of more than 200,000 barrels of NORM    
and related NOW and generate revenues of approximately $10 million over the     
first 12 months of the project.                                                 

Newpark also provides industrial waste management, laboratory and consulting
services for the customers of its NOW and NORM services. Newpark's offsite      
waste processing operations utilize a combination of proprietary preparation    
technology to blend the waste into an injectable slurry and specific            
underground geology into which the slurry is injected.                          

NOW                                                                           

Nonhazardous Oilfield Waste, or NOW, is waste generated in the exploration  
for or production of oil and gas. These wastes typically contain levels of oil  
and grease, salts or chlorides, and heavy metals in excess of concentration     
limits defined by state regulators. NOW also includes soils which have become   
contaminated by                                                                 

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these materials. In the environment, oil and grease and chlorides disrupt the   
food chain and have been determined by regulatory authorities to be harmful to  
plant and animal life, and heavy metals can become concentrated in living       
tissues.                                                                        

NORM                                                                          

Naturally Occurring Radioactive Material, or NORM, is present throughout the
earth's crust at very low levels. Among the radioactive elements, only Radium   
226 and Radium 228 are slightly soluble in water. Because of their solubility,  
which can carry them into living plant and animal tissues, these elements       
present a hazard. Radium 226 and Radium 228 can be leached out of hydrocarbon   
bearing strata deep underground by salt water which is produced with the        
hydrocarbons. Radium generally precipitates out of the production stream as it  
is drawn to the surface and encounters a pressure or temperature change in the  
well tubing or production equipment, forming a rust-like scale. This scale      
contains radioactive elements which, over many years, can become concentrated   
on tank bottoms or at water discharge points at production facilities. Thus,    
NORM waste is NOW that has become contaminated with these radioactive elements  
at concentration levels in excess of limits established by state regulatory     
authorities.                                                                    

MAT RENTAL                                                                      

Newpark uses a patented interlocking wooden mat system to provide temporary 
worksites in unstable soil conditions typically found along the U.S. Gulf       
Coast. Prior to 1994, Newpark's mat rental services were provided primarily to  
the oil and gas exploration and production industry. In 1994, Newpark began     
marketing these temporary worksites to other industries. Increasing             
environmental regulation affecting the construction of pipelines, electrical    
distribution systems and highways in and through wetlands environments has      
provided a substantial new outlet for these services and has broadened the      
geographic areas served by Newpark to include the coastal areas of the          
Southeastern U.S., particularly Florida and Georgia, in addition to the U.S.    
Gulf Coast. Mat rental revenue has increased from $11 million in 1990 to $31    
million in 1995. In anticipation of increased demand for hardwood lumber used   
in construction of its mats, Newpark purchased a sawmill in Batson, Texas, in   
October 1992. Newpark has since doubled the capacity of the sawmill and         
expects to fully utilize such capacity in serving its mat rental business.      

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 and provides a               
comprehensive combination of on-site waste management and construction          
services for both the drilling of new sites and the remediation of existing     
sites.                                                                          

DEVELOPMENT OF THE BUSINESS                                                     

Since 1990, Newpark has concentrated on expanding and further integrating   
its environmental service capabilities. Through acquisitions in 1990 and 1991,  
Newpark extended its environmental services into the Texas Gulf Coast region.   
In May 1991, Newpark expanded its processing capacity by constructing a new     
NOW processing facility in Port Arthur, Texas, replacing a smaller facility.    
Newpark has further increased capacity through subsequent equipment additions   
and improvements in process technology and procedures. Beginning in 1992,       
Newpark determined to develop a deep well injection program and, in March       
1993, completed its first facility for underground disposal of NOW, at Big      
Hill, Texas. During 1994, Newpark obtained a permit to process NORM waste for   
disposal, and thus became a participant in the NORM disposal business. During   
its first full year of operation, the NORM plant processed 70,000 barrels of    
waste, generating revenue of $6 million.                                        

Recent developments include:                                                

.  On June 10, 1996, Newpark amended an agreement with a major oil company  
to provide for a NORM waste disposal project, which Newpark estimates 
will require disposal of more than 200,000 barrels of NORM and related
  NOW and generate revenues of approximately $10 million over the first 12
months of the project.                                                

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.  On May 21, 1996, Newpark was awarded a license from the Texas Railroad   
 Commission authorizing the direct injection of NORM into disposal wells
at its Big Hill, Texas facility.                                      

.  The trend toward more stringent regulation of NOW and NORM waste         
 continued during 1995. NORM regulations were adopted in several states,
  most importantly New Mexico and Texas. The NORM regulations were revised
 in Louisiana and Mississippi, and draft regulations have been prepared,
but are not yet proposed, in Oklahoma.                                

.  The volume of NOW processed by Newpark grew by 25% during 1995, to 2.9   
million barrels, despite a slightly lower rig count. The effect on    
Newpark's services of a small decline in the number of active drilling
  rigs was substantially offset by deeper drilling by Newpark's customers.

.  A NOW facility, located near Fannett, Texas, was opened in the third     
quarter of 1995 in anticipation of the conversion of the Big Hill     
 facility into a NORM facility, and additional wells were drilled at the
Big Hill facility, providing a further increase in waste disposal     
capacity.                                                             

.  Newpark extended its mat rental services to non-oilfield uses in Florida 
and Georgia.                                                          

.  Newpark initiated a joint venture to provide its mat rental services to  
the exploration and production market in Venezuela.                   

NORM Direct Injection License. On May 21, 1996, Newpark was awarded a new   
license from the State of Texas permitting receipt of NORM waste and direct     
injection disposal of NORM at its Big Hill facility, without the requirement    
to process the waste until it attains NOW characteristics. The Big Hill         
facility will become Newpark's principal NORM disposal facility. Under the new  
license, the processing facility and the disposal wells will be located at the  
same site, minimizing transportation costs. Additionally, since the new         
license allows injection of more concentrated NORM into the wells, subject      
only to Newpark's facility contamination limits, the volume of material         
injected is substantially lower than for the prior process, significantly       
expanding the capacity and extending the useful life of the site. Newpark       
believes that the new license will allow it to reduce prices to customers and   
encourage the use of the direct injection process for the disposal of large     
volumes of NORM. The recent contract with a major oil company for a large NORM  
disposal project is the first remediation project to take advantage of this     
new direct injection license.                                                   

Developments related to NOW. Newpark processed and disposed of 682,000      
barrels of NOW in the first quarter of 1996, of which 642,000 barrels were      
generated from current drilling and production operations and 40,000 barrels    
were generated from the remediation of old pits and production facilities,      
compared with 690,000 barrels in the first quarter of 1995, of which 600,000    
were from current drilling and production operations and 90,000 were from       
remediation activities. Newpark processed and disposed of 2,905,000 barrels of  
NOW in 1995, of which 2,364,000 barrels were generated from current drilling    
and production operations and 541,000 barrels were generated from the           
remediation of old pits and production facilities, compared with 2,329,000      
barrels in 1994, of which 1,974,000 were from current drilling and production   
operations and 355,000 were from remediation activities.                        

During 1995, Newpark further expanded its NOW injection facility, located at
Big Hill, Texas, drilling two additional injection wells and constructing a     
grinding mill at the site to more efficiently handle the large quantities of    
waste resulting from the growing remediation market. The mill is used to        
reduce and make uniform the size of the particles in the waste stream to        
maintain desired flow characteristics in Newpark's injection wells. In          
September 1995, Newpark opened its second injection site, at Fannett, Texas,    
drilling two wells at that facility, and in the fourth quarter, completed a     
bulk barge unloading facility adjacent to the original Port Arthur processing   
facility. Together with additions to personnel and equipment at its receiving   
facilities, this increased Newpark's NOW processing capacity to approximately   
500,000 barrels per month. Newpark intends to use the Big Hill facility         
primarily for disposal of NORM, and the Fannett facility will become Newpark's  
primary facility for the disposal of NOW.                                       

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Services to wetlands construction projects. Many of the environmental       
concerns that have affected drilling in the environmentally sensitive marshes   
of the U.S. Gulf Coast are now beginning to affect other construction           
activities in the U.S. Gulf Coast and other geographic areas. Federal and       
state regulatory agencies have begun to require increased precautions to        
prevent construction-related damage to the environment in wetlands areas        
throughout the United States. Newpark believes that its prefabricated mat       
technology is well-suited for use in construction projects in wetlands and      
other areas characterized by unstable soil conditions. During 1995, Newpark     
performed projects in connection with pipeline, electrical utility and highway  
construction projects in Georgia, Florida, Texas and Louisiana. Newpark         
anticipates that similar opportunities will allow it to continue to diversify   
its geographic base by participating in construction related activities in      
other states.                                                                   

Venezuela joint venture. The Venezuelan government has recently enacted     
legislation designed to speed the opening of its petroleum sector to foreign    
investment, including international oil companies, in furtherance of a          
national objective of increasing that country's production of oil to 5 million  
barrels per day by the year 2005. Many of the international oil companies       
investing in Venezuela are Newpark's customers in the United States. During     
the first quarter of 1995, Newpark invested in a joint venture, in which        
Newpark holds a 38.8% interest, providing mat rental services in Venezuela in   
support of oil and gas exploration and production activities. A total of 7,000  
mats were shipped to the market during the year and, by year end,               
substantially all were under contract to a customer. As of June 30, 1996,       
there were approximately 18,000 mats in inventory in Venezuela. Newpark         
expects that activity in Venezuela will continue to increase as further         
exploration concessions are granted.                                            

Drilling activity. The level of drilling activity in Newpark's service areas
declined 4%, to an average of 194 rigs working in 1995, compared to 202 during  
1994. This mirrored the decline in the U.S. rig count, which averaged 723 in    
1995 compared to 774 in 1994. The 1995 activity level was the second lowest     
since 1940, after an average of 717 recorded in 1992. In much of the coastal    
marsh and inland waters, termed the "transition zone", the high cost            
associated with access to the site and the lack of seismic data has been an     
obstacle to development. As a result, the area has been less actively drilled   
compared to offshore and land areas. High quality seismic data has become       
available for sites in the transition zone only through recent improvements in  
technology. The increased use of advanced seismic data and the computer-        
enhanced interpretation of that data has enabled Newpark's customers to select  
exploratory drilling sites with greater likelihood of success. This enables     
them to undertake more expensive projects, such as drilling in the transition   
zone along the U.S. Gulf Coast region.                                          

Such projects rely heavily on services such as Newpark's integrated         
environmental services. Deeper wells require the construction of larger         
locations to accommodate the drilling equipment and the equipment for handling  
drilling fluids and associated wastes; such locations generally are in service  
for significantly longer periods and generate additional mat rental revenues.   
Deeper wells also require more chemically complex drilling fluid programs.      
Newpark believes that deeper drilling has contributed significantly to the      
increased demand for Newpark's services.                                        

REGULATORY BACKGROUND                                                           

The oilfield market for environmental services has increased as regulations 
have increased. Louisiana, Texas and other states have enacted comprehensive    
laws and regulations governing the proper handling of NOW and NORM. This also   
has heightened the awareness of both the generators of waste and landowners of  
the need for proper treatment and disposal of such waste in both the drilling   
of new wells and the remediation of production facilities.                      

For many years, prior to current regulation, industry practice was to allow 
NOW to remain in the environment. Onshore, surface pits were used for the       
disposal of NOW; offshore, NOW was discharged directly into the water. As a     
result of increasing public concern over the environment, NOW disposal has in   
recent years                                                                    

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become subject to public scrutiny and governmental regulation. Operators of     
exploration and production facilities, including major and independent oil      
companies, have found themselves subject to laws and regulations issued by      
numerous jurisdictions and agencies. These laws and regulations have imposed    
strict requirements for ongoing drilling and production activities in certain   
geographic areas, as well as for the remediation of sites contaminated by past  
disposal practices and, in many respects, have prohibited the prior disposal    
practices. In addition, operators have become concerned about possible long-    
term liability for remediation, and landowners have become more aggressive      
about land restoration. For these reasons, operators are increasingly           
retaining service companies, such as Newpark, to devise and implement           
comprehensive waste management techniques to handle waste on an ongoing basis   
and to remediate past contamination of oil and gas properties.                  

Late in 1992, the Louisiana Department of Environmental Quality ("DEQ")     
began to promulgate and enforce new, stricter limits on the level of radium     
concentration above which NOW became categorized as NORM. NORM regulations      
require more stringent worker protection, handling and storage procedures than  
those required of NOW under Louisiana Statewide Executive Order 29-B.           
Uncertainty in measuring NORM concentration was created by apparent             
inconsistencies in the results produced by alternative testing methodologies    
allowed in then current regulations. Early in 1994, DEQ published draft NORM    
regulations which, with minor modification, became effective January 20, 1995,  
as LAC 33:XV.1401-1420, Chapter 14. In Texas, the Railroad Commission adopted   
final rules ("Rule 94") effective February 1, 1995. Adoption of these           
regulations has resolved the regulatory uncertainty associated with NORM in     
Texas and Louisiana.                                                            

The primary laws that have helped to create the market for Newpark's        
environmental services in the U.S. Gulf Coast region, and which apply to        
Newpark in the conduct of its business, are the Resource Conservation and       
Recovery Act of 1976, as amended in 1984 ("RCRA"), the Comprehensive            
Environmental Response, Compensation, and Liability Act, as amended in 1986     
("CERCLA"), the laws and regulations promulgated by the states of Louisiana,    
Texas and Alabama, the Federal Water Pollution Control Act, as amended (the     
"Clean Water Act"), and the Federal Oil Pollution Act of 1990 ("OPA"). These    
laws are discussed below under "Environmental Regulation".                      

DESCRIPTION OF BUSINESS                                                         

Oilfield Waste Disposal                                                       

NOW Waste Processing. Generally under state regulation, if NOW cannot be    
treated for discharge or disposed of on the oil or gas lease location where it  
is generated, it must be transported to a licensed NOW disposal or treatment    
facility. There are several alternatives for offsite disposal of NOW available  
to generators in the U.S. Gulf Coast, including: (i) land-farming, provided by  
Newpark's competitors; (ii) processing and conversion of the NOW into a reuse   
product; and (iii) underground injection. See "Injection Wells". Newpark        
processes NOW waste at a facility located at Port Arthur, Texas, which was      
opened in 1991. Newpark also operates six other receiving and transfer          
facilities located along the U.S. Gulf Coast from Venice, Louisiana, to Corpus  
Christi, Texas. Waste products are collected at the transfer facilities:        
offshore exploration and production sites; land and inland waters exploration   
and production sites; and remediation of existing or inactive well sites and    
production facilities. These facilities are supported by a fleet of 42 double-  
skinned barges certified by the U.S. Coast Guard to transport NOW. Waste        
received is transported by barge through the Gulf Intracoastal Waterway to      
Newpark's processing facility at Port Arthur, Texas, or trucked to facilities   
at Fannett or Big Hill, Texas. Since November 1994, Newpark has disposed of a   
majority of the waste received at its processing facility by injection of the   
waste into disposal wells at its Big Hill facility and, since the third         
quarter of 1995, at its Fannett facility, which is currently Newpark's primary  
NOW facility.                                                                   

Previously a large portion and currently a small portion of the waste is    
converted into a commercial product that meets the specifications under         
applicable federal and state regulations for reuse as a covering material or    
cell liner material and other construction purposes at sanitary landfills.      
Under these regulations,                                                        

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landfills must cover the solid waste deposited daily with earth or other inert  
material. Newpark's product is deposited at either the City of Port Arthur      
Municipal Landfill or the City of Beaumont Municipal Landfill for use as cover  
or construction material pursuant to contracts with the respective cities.      
This reuse is conducted under authorization from the Texas Natural Resources    
Conservation Commission and is permitted by the Texas Railroad Commission,      
under a permit that was renewed in January 1994, for a three year period.       
Newpark also has developed alternative uses for the product as roadbase         
material or construction fill material.                                         

NORM Processing and Disposal. Newpark's entry into the onsite remediation   
(1993) and disposal (1994) of NORM waste is discussed under "Business-          
Development of the Business". Many alternatives are available to the generator  
for the treatment and disposal of NORM. These include both chemical and         
mechanical methods designed to achieve volume reduction, on-site burial of      
encapsulated NORM within old well bores, and soil washing and other techniques  
of dissolving and suspending the radium in solution for onsite injection of     
NORM liquids. When the application of these techniques are insufficient to      
bring the site into compliance with applicable regulations, the NORM must be    
transported to a licensed storage or disposal facility. The growth in the NORM  
disposal market also can be attributed to increased litigation on the part of   
landowners who contend that their property has been damaged by past practices   
of the oil and gas industry. In some cases, settlement of the litigation has    
mandated the remediation of sites by offsite disposal of the NORM waste. In     
addition, these lawsuits have caused other operators to dispose of NORM waste   
offsite to avoid the threat of future litigation.                               

Newpark's initial NORM processing facility in Port Arthur, Texas was        
licensed in September 1994 and began operations October 21, 1994. During 1995,  
Newpark received 70,000 barrels of NORM contaminated waste at its Port Arthur   
facility, generally by barge or truck, in drums or other containers, which was  
then processed and transported by truck to Newpark's injection well facility.   
On May 21, 1996, Newpark was awarded a new license permitting receipt of NORM   
waste and direct injection disposal of NORM at its Big Hill, Texas facility,    
without the requirement to process the waste until it attains NOW               
characteristics, as was the case at the Port Arthur facility. Additionally,     
since the processing facility and the disposal wells can now be located at the  
same site, transportation costs are minimized. Although Newpark will continue   
some processing of NORM as well as NOW at the Port Arthur facility, a           
substantial portion of the processing equipment will be moved from Port Arthur  
to the Big Hill facility. The new license also allows injection of more         
concentrated NORM into the wells, subject only to Newpark's facility            
contamination limits, without the introduction of viscosifiers and carrying     
agents that often results in significant volume expansion. As a result, the     
capacity and useful life of the site is extended. Newpark believes that the     
new license will allow it to reduce prices to customers and encourage the use   
of the direct injection process for the disposal of large volumes of NORM.      

Injection Wells. In February 1993, upon receipt of a permit from the Texas  
Railroad Commission, Newpark began development of a 50 acre injection well      
facility in the Big Hill Field in Jefferson County, Texas. Newpark's injection  
technology is distinguished from conventional methods in that it utilizes       
environmentally secure geologic formations which are highly fractured,          
allowing Newpark to utilize very low pressure, typically under 100 pounds per   
square inch, to move the waste into the injection zone. Conventional wells      
typically use pressures as high as 2,000 pounds per square inch. In the event   
of a formation failure or blockage of the face of the injection zone, such      
pressure can force waste material beyond the intended zone, posing a hazard to  
the environment. The low pressure used by Newpark is inadequate to drive the    
injected waste from its intended geologic injection zone.                       

Three wells were initially installed at the Big Hill facility and two       
additional wells were successfully completed during 1995. Disposal operations   
began at this site in November 1993. During 1995, Newpark licensed and          
constructed a new injection well facility at a 400 acre site near Fannett,      
Texas, which was placed in service in September 1995. Because of differences    
between the geology and physical size of the two sites, the Fannett site is     
expected to provide greater capacity than the Big Hill site. The injection      
wells at Fannett receive NOW waste from Newpark's processing facilities at      
Port Arthur, as well as from customers in the surrounding area.                 

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Newpark anticipates that it will open additional injection facilities for   
both NOW and NORM waste in Louisiana and Texas over the next two to three       
years. Newpark has identified a number of sites in the U.S. Gulf Coast region   
as suitable for development of such disposal facilities, has received permits   
for one additional site in Texas and plans to file for additional permit        
authority in Louisiana. Newpark believes that its proprietary injection         
technology has application to other markets and waste streams and has begun     
preliminary work and analysis to enter the nonhazardous industrial waste        
market in the future.                                                           

Newpark also operates an analytical laboratory in Lafayette, Louisiana,     
which supports all phases of its environmental services and provides            
independent laboratory services to the oil and gas industry. These services     
include analytical laboratory and sampling services, permit application and     
maintenance services and environmental site assessment and audit services.      

Mat Rental                                                                    

In 1988, Newpark acquired the right to use, in Louisiana and Texas, a       
patented prefabricated interlocking mat system for the construction of          
drilling and work sites, which has displaced use of individual hardwood         
boards. This system is quicker to install and remove, substantially reducing    
labor costs. It is also stronger, easier to repair and maintain and generates   
less waste material during construction and removal than conventional board     
roads. In 1994, Newpark acquired the exclusive right to use this system in the  
continental U.S. for the life of the patent, which expires in 2003.             

Oilfield Use. Newpark provides this patented interlocking mat system to the 
oil and gas industry to ensure all-weather access to exploration and            
production sites in the unstable soil conditions common along the onshore Gulf  
of Mexico. The mats are generally rented to the customer for an initial period  
of 60 days; after that time, additional rentals are earned on a monthly basis   
until the mats are released by the customer.                                    

Wetlands Use. Beginning in 1994, Newpark recognized the development of a    
related use for its patented mat system in providing access roads and           
temporary work sites to the pipeline, electrical utility and highway            
construction industries. Demand for these services was spurred by Federal       
Energy Regulatory Commission orders requiring compliance with environmental     
protection rules under the Clean Water Act in the pipeline construction         
business. In 1994, Newpark received approximately $2.4 million in revenue from  
this source. During 1995, approximately $7 million in revenues was              
attributable to wetlands applications.                                          

Rerentals. Drilling and work sites are typically rented by the customer for 
an initial period of 60 days. Often, the customer extends the rental term for   
additional 30 day periods, resulting in additional revenues to Newpark. These   
rerental revenues provide high margins because only minimal incremental         
depreciation and maintenance costs accrue to each rerental period. Factors      
which may increase rerental revenue include: (i) the trend toward increased     
activity in the "transition zone" along the Gulf of Mexico, an area in which    
Newpark's mat system provides the primary means of access; (ii) a trend toward  
deeper drilling, taking a longer time to reach the desired depth; and, (iii)    
the increased frequency of commercial success, requiring logging, testing and   
completion (hook-up), extending the period during which access to the site is   
required. In the opinion of industry analysts, application of advanced          
technologies, particularly the use of three-dimensional seismic data, has       
contributed to these trends.                                                    

New Products. All of the established mat patents utilize hardwood to        
construct the mat. Beginning in 1994, Newpark began funding the development of  
a patented synthetic molded mat fabricated from recycled post-consumer          
plastic, rubber, fiberglass and resins. A limited number of pre-production      
samples of a prototype mat were delivered to Newpark for testing in April       
1996. Pending successful results in the testing program and construction by     
the manufacturer of a production facility, Newpark expects to begin taking      
delivery of commercial quantities of these new mats during 1998. No assurances  
can be given, however, that these mats will be successfully produced or become  
accepted in the mat rental market.                                              

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Onsite Environmental Management                                               

Promulgation and enforcement of increasingly stringent environmental        
regulations affecting drilling and production sites has increased the scope of  
services required by the oil companies. Often it is more efficient for the      
site operator to contract with a single company that can provide all-weather    
site access and provide the required onsite and offsite environmental services  
on a fully integrated basis. Newpark provides a comprehensive range of          
environmental services necessary for its customers' oil and gas exploration     
and production activities.                                                      

Site Assessment. Site assessment work begins prior to installation of mats  
on a drilling site, and generally begins with a study of the proposed well      
site, which includes site photography, background soil sampling, laboratory     
analysis and investigation of flood hazards and other native conditions. The    
assessment determines whether the site has previously been contaminated and     
provides a baseline for later restoration to pre-drilling condition.            

Pit Design, Construction and Drilling Waste Management. Under its           
Environmentally Managed Pit ("EMP") Program, Newpark constructs waste pits at   
drilling sites and monitors the waste stream produced in drilling operations    
and the contents and condition of the pits with the objective of minimizing     
the amount of waste generated on the site. Where possible, Newpark disposes of  
waste onsite by land-farming, through chemical and mechanical treatment of      
liquid waste and by annular injection into a suitably permitted underground     
formation. Waste water treated onsite may be reused in the drilling process     
or, where permitted, discharged into adjacent surface waters.                   

Regulatory Compliance. Throughout the drilling process, Newpark assists the 
operator in interfacing with the landowner and regulatory authorities. Newpark  
also assists the operator in obtaining necessary permits and in complying with  
record maintenance and reporting requirements.                                  

Site Remediation.                                                             

NOW (Drilling). At the completion of the drilling process, under applicable 
regulations, waste water on the site may be chemically or mechanically treated  
and discharged into surface waters. Other waste that may not remain on the      
surface of the site may be land-farmed on the site or injected under permit     
into geologic formations to minimize the need for offsite disposal. Any waste   
that does not remain onsite must be transported to an authorized facility for   
processing and disposal at the direction of the generator or customer.          

NOW (Production). Newpark also provides services to remediate production    
pits and inactive waste pits including those from past oil and gas drilling     
and production operations. Newpark provides the following remediation           
services: (i) analysis of the contaminants present in the pit and a             
determination of whether remediation is required by applicable state            
regulation; (ii) treatment of waste onsite, and where permitted,                
reintroduction of that material into the environment; and (iii) removal,        
containerization and transportation to Newpark's processing facility of NOW     
waste not treated onsite.                                                       

NORM. In January 1994, Newpark became a licensed NORM contractor, allowing  
Newpark to perform site remediation work at NORM contaminated facilities in     
Louisiana and Texas. Because of the need for increased worker-protective        
equipment, extensive decontamination procedures and other regulatory            
compliance issues at NORM facilities, the cost of providing such services is    
materially greater than at NOW facilities and such services generate            
proportionately higher revenues and operating margins than similar services at  
NOW facilities.                                                                 

Site Closure. The location is restored to its pre-drilling condition and    
reseeded with native grasses. Closure also involves delivery of test results    
indicating that closure has been completed in compliance with applicable        
regulations. This information is important to the customer because the          
operator is subject to future regulatory review and audits. In addition, the    
information may be required on a current basis if the operator is subject to a  
pending regulatory compliance order.                                            

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Wood Product Sales                                                            

By the end of 1991, Newpark had become aware of increasing environmental    
regulation affecting wetlands areas. These regulations have affected the oil    
and gas drilling industry as well as pipeline, electrical distribution and      
highway projects. In anticipation of increased demand for hardwood lumber used  
in providing access to such wetlands sites, Newpark purchased a sawmill in      
Batson, Texas, in October 1992. The mill's products include lumber, timber,     
and wood chips, as well as bark and sawdust. Pulp and paper companies in the    
area supply a large proportion of the hardwood logs processed at the sawmill    
and, in turn, are the primary customers for wood chips created in the milling   
process. During 1993, Newpark invested approximately $1 million in expansion    
of the sawmill to increase its capacity for producing wood chips. During 1995,  
Newpark invested an additional $750,000 to install a log watering system to     
maintain the level of moisture in the wood chips produced, as desired by its    
customers, and for expanded and improved sawing capacity, which improved both   
production and efficiency. Newpark believes that the capacity of the sawmill    
will be sufficient to meet its anticipated hardwood lumber needs for the        
foreseeable future.                                                             

General Oilfield Services                                                     

Newpark performs general oilfield services throughout the U.S. Gulf Coast   
area between Corpus Christi, Texas and Pensacola, Florida. General oilfield     
services performed by Newpark include preparing work sites for the              
installation of mats, connecting wells and placing them in production, laying   
flow lines and infield pipelines, building permanent roads, grading, lease      
maintenance (the maintenance and repair of producing well sites), cleanup and   
general roustabout services. General oilfield services are typically performed  
under short-term time and material contracts, which are obtained by direct      
negotiation or bid.                                                             

INTERNATIONAL EXPANSION                                                         

During the first quarter of 1995, Newpark initiated participation in a      
venture which provides mat rental services to the oil and gas industry in       
Venezuela. Revenue from foreign operations has been immaterial in each of the   
past three years. Newpark is currently in discussions with its joint venture    
partners in Venezuela for the purchase of their interests in such venture, and  
Newpark may acquire such interests during 1996. Newpark also is currently       
reviewing expansion opportunities for its mat rental services in other foreign  
markets, including Europe, Africa, Asia and South America.                      

SOURCES AND AVAILABILITY OF RAW MATERIALS AND EQUIPMENT                         

Newpark believes that its sources of supply for any materials or equipment  
used in its businesses are adequate for its needs and that it is not dependent  
upon any one supplier. No serious shortages or delays have been encountered in  
obtaining any raw materials.                                                    

PATENTS AND LICENSES                                                            

Newpark seeks patents and licenses on new developments whenever feasible and
has recently applied for U.S. patents on its new NOW and NORM waste processing  
and injection disposal system. Newpark has the exclusive license for the life   
of the patent (which expires in 2003) to use, sell and lease the prefabricated  
mats that it uses in connection with its site preparation business in the 48    
contiguous states of the United States. The licensor has the right to sell      
mats in states where Newpark is not engaged in business, but only after giving  
Newpark the opportunity to take advantage of the opportunity itself. The        
license is subject to a royalty which Newpark can satisfy by purchasing         
specified quantities of mats annually from the licensor.                        

Newpark relies on a variety of unpatented proprietary technologies and know-
how in the processing of NOW and NORM. Although Newpark believes that this      
technology and know-how are important factors in the environmental services     
business, competitive products and services have been successfully developed    
and marketed by others. Newpark believes that its reputation in its industry,   
the range of services                                                           

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offered, ongoing technical development and know-how, responsiveness to          
customers and understanding of regulatory requirements are of equal or greater  
competitive significance than its existing proprietary rights.                  

DEPENDENCE UPON LIMITED NUMBER OF CUSTOMERS                                     

Newpark's customers are principally major and independent oil and gas       
exploration and production companies operating in the U.S. Gulf Coast area,     
with the vast majority of Newpark's customers concentrated in Louisiana and     
Texas.                                                                          

During the year ended December 31, 1995, approximately 30% of Newpark's     
revenues were derived from 14 major oil companies, and one other customer       
accounted for approximately 16% of consolidated revenues. Given current market  
conditions and the nature of the products involved, Newpark does not believe    
that the loss of this customer would have a material adverse effect upon        
Newpark.                                                                        

Newpark performs services either pursuant to standard contracts or under    
longer term negotiated agreements. As most of Newpark's agreements with its     
customers are cancelable upon limited notice, Newpark's backlog is not          
significant. For the year ended December 31, 1995, approximately half of the    
revenues of the environmental services segment were obtained on a bid basis,    
and half of its revenues were derived on a negotiated or contractual basis.     

Newpark does not derive a significant portion of its revenues from          
government contracts of any kind.                                               

COMPETITION                                                                     

Newpark operates in highly competitive industry segments. Newpark believes  
that the principal competitive factors in its businesses are price,             
reputation, technical proficiency, reliability, quality and breadth of          
services offered, managerial experience. Newpark believes that it effectively   
competes on the basis of these factors and that its competitive position        
benefits from its proprietary position with respect to the patented mat system  
used in its site preparation business, its proprietary treatment and disposal   
methods for both NOW and NORM waste streams and its ability to provide its      
customers with an integrated well site management program including             
environmental and general oilfield services.                                    

It is often more efficient for the site operator to contract with a single  
company that can prepare the well site and provide the required onsite and      
offsite environmental services. Newpark believes that its ability to provide a  
number of services as part of a comprehensive program enables Newpark to price  
its services competitively.                                                     

The NOW disposal market is very large. Only a small portion of the total    
waste generated is taken to a commercial disposal facility and many other       
methods exist for dealing with the waste stream. In the areas served by         
Newpark, there are at least 250 permitted commercial facilities, including      
landfarms, landfills and injection facilities authorized to dispose of NOW.     
There also are thousands of infield injection wells owned and operated by oil   
and gas producers.                                                              

ENVIRONMENTAL DISCLOSURES                                                       

Newpark has sought to comply with all applicable regulatory requirements    
concerning environmental quality. Newpark has made, and expects to continue to  
make, the capital expenditures necessary to maintain environmental compliance   
at its facilities, but, under current laws and regulations, does not expect     
that these will become material in the foreseeable future. No material capital  
expenditures for environmental compliance were made during 1995.                

Newpark derives a significant portion of its revenue from providing         
environmental services to its customers. These services have become necessary   
in order for these customers to comply with regulations governing the           
discharge of materials into the environment. Substantially all of Newpark's     
capital expenditures made during 1994 and 1995, and those planned for 1996,     
are directly or indirectly the result of such regulation.                       

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EMPLOYEES                                                                       

At June 30, 1996, Newpark employed approximately 529 full and part-time     
personnel, none of which are represented by unions. Newpark considers its       
relations with its employees to be satisfactory.                                

ENVIRONMENTAL REGULATION                                                        

Newpark's business is affected both directly and indirectly by governmental 
regulations relating to the oil and gas industry in general, as well as         
environmental, health and safety regulations that have specific application to  
Newpark's business. Newpark, through the routine course of providing its        
services, handles and profiles hazardous regulated material for its customers.  
Newpark also handles, processes and disposes of nonhazardous regulated          
materials. This section discusses various federal and state pollution control   
and health and safety programs that are administered and enforced by            
regulatory agencies, including, without limitation, the U.S. Environmental      
Protection Agency ("EPA"), the U.S. Coast Guard, the U.S. Army Corps of         
Engineers, the Texas Natural Resource Conservation Commission, the Texas        
Department of Health, the Texas Railroad Commission, the Louisiana Department   
of Environmental Quality and the Louisiana Department of Natural Resources.     
These programs are applicable or potentially applicable to Newpark's current    
operations. Although Newpark intends to make capital expenditures to expand     
its environmental services capabilities, Newpark believes that it is not        
presently required to make material capital expenditures to remain in           
compliance with federal, state and local laws and regulations relating to the   
protection of the environment.                                                  

RCRA. The Resource Conservation and Recovery Act of 1976, as amended in     
1984, ("RCRA"), is the principal federal statute governing hazardous waste      
generation, treatment, storage and disposal. RCRA and EPA-approved state        
hazardous waste management programs govern the handling of "hazardous wastes".  
Under RCRA, liability and stringent operating requirements are imposed on a     
person who is either a "generator" or "transporter" of hazardous waste or an    
"owner" or "operator" of a hazardous waste treatment, storage or disposal       
facility. The EPA and the states have issued regulations pursuant to RCRA for   
hazardous waste generators, transporters and owners and operators of hazardous  
waste treatment, storage or disposal facilities. These regulations impose       
detailed operating, inspection, training and emergency preparedness and         
response standards and requirements for closure, continuing financial           
responsibility, manifesting of waste, record-keeping and reporting, as well as  
treatment standards for any hazardous waste intended for land disposal.         

Newpark's primary operations involve NOW, which is exempt from              
classification as a RCRA-regulated hazardous waste. However, extensive state    
regulatory programs govern the management of such waste. In addition, in        
performing other services for its customers, Newpark is subject to both         
federal (RCRA) and state solid or hazardous waste management regulations as     
contractor to the generator of such waste.                                      

At various times in the past, proposals have been made to rescind the       
exemption that excludes NOW from regulation as hazardous waste under RCRA.      
Repeal or modification of this exemption by administrative, legislative or      
judicial process could require Newpark to change significantly its method of    
doing business. There is no assurance that Newpark would have the capital       
resources available to do so, or that it would be able to adapt its             
operations.                                                                     

Newpark's operations also require it to comply with Subtitle I of RCRA,     
which regulates underground storage tanks in which liquid petroleum or          
hazardous substances are stored. States have similar regulations, many of       
which are more stringent in some respects than federal programs. The            
implementing regulations require that each owner or operator of an underground  
tank notify a designated state agency of the existence of such underground      
tank, specifying the age, size, type, location and use of each such tank. The   
regulations also impose design, construction and installation requirements for  
new tanks, tank testing and inspection requirements, leak detection,            
prevention, reporting and cleanup requirements, as well as tank closure and     
removal requirements.                                                           

Newpark has a number of underground storage tanks that are subject to the   
requirements of RCRA and applicable state programs. Violators of any of the     
federal or state regulations may be subject to enforcement orders or            
significant penalties by the EPA or the applicable state agency. Newpark is     
not aware of any instances                                                      

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in which it has incurred liability under RCRA for failure to comply with        
regulations applicable to its underground storage tanks. However, cleanup       
costs associated with releases from these underground storage tanks or costs    
associated with changes in environmental laws or regulations could be           
substantial and could have a material adverse effect on Newpark.                

CERCLA. The Comprehensive Environmental Response, Compensation and Liability
Act, as amended in 1986, ("CERCLA"), provides for immediate response and        
removal actions coordinated by the EPA for releases of hazardous substances     
into the environment and authorizes the government, or private parties, to      
respond to the release or threatened release of hazardous substances. The       
government may also order persons responsible for the release to perform any    
necessary cleanup. Liability extends to the present owners and operators of     
waste disposal facilities from which a release occurs, persons who owned or     
operated such facilities at the time the hazardous substances were released,    
persons who arranged for disposal or treatment of hazardous substances and      
waste transporters who selected such facilities for treatment or disposal of    
hazardous substances. CERCLA has been interpreted to create strict, joint and   
several liability for the costs of removal and remediation, other necessary     
response costs and damages for injury to natural resources.                     

Among other things, CERCLA requires the EPA to establish a National         
Priorities List ("NPL") of sites at which hazardous substances have been or     
are threatened to be released and that require investigation or cleanup. The    
NPL is constantly expanding. In addition, the states in which Newpark conducts  
operations have enacted similar laws and keep similar lists of sites which may  
be in need of remediation.                                                      

Although Newpark primarily handles oilfield waste classified as NOW under   
relevant laws, this waste typically contains constituents designated by the     
EPA as hazardous substances under RCRA, despite the current exemption of NOW    
from hazardous substance classification, or under another environmental         
statute referenced by CERCLA. Where Newpark's operations result in the release  
of hazardous substances, including releases at sites owned by other entities    
where Newpark performs its services, Newpark could incur CERCLA liability.      
Previously owned businesses also may have disposed or arranged for disposal of  
hazardous substances that could result in the imposition of CERCLA liability    
on Newpark in the future. In particular, divisions and subsidiaries previously  
owned by Newpark were involved in extensive mining operations at facilities in  
Utah and Nevada. In addition, divisions and subsidiaries previously owned by    
Newpark were involved in waste generation and management activities in          
numerous states. These activities involved substances that may be classified    
as CERCLA hazardous substances. Any of those sites or activities potentially    
could be the subject of future CERCLA damage claims.                            

Newpark currently is, and in the past has been, named by the EPA as a       
potentially responsible party in CERCLA actions based on its disposal of        
oilfield wastes at such sites, but the liability associated with such actions   
has not been material. Nonetheless, the identification of additional sites at   
which clean-up action is required could subject Newpark to liabilities which    
could have a material adverse effect on Newpark.                                

The Clean Water Act. The Clean Water Act regulates the discharge of         
pollutants, including NOW, into waters. The Clean Water Act establishes a       
system of standards, permits and enforcement procedures for the discharge of    
pollutants from industrial and municipal waste water sources. The law sets      
treatment standards for industries and waste water treatment plants and         
provides federal grants to assist municipalities in complying with the new      
standards. In addition to requiring permits for industrial and municipal        
discharges directly into waters of the United States, the Clean Water Act also  
requires pretreatment of industrial waste water before discharge into           
municipal systems. The Clean Water Act gives the EPA the authority to set       
pretreatment limits for direct and indirect industrial discharges.              

In addition, the Clean Water Act prohibits certain discharges of oil or     
hazardous substances and authorizes the federal government to remove or         
arrange for removal of such oil or hazardous substances. The Clean Water Act    
also requires the adoption of the National Contingency Plan to cover removal    
of such materials. Under the Clean Water Act, the owner or operator of a        
vessel or facility may be liable for penalties and costs incurred by the        
federal government in responding to a discharge of oil or hazardous             
substances.                                                                     

Newpark treats and discharges waste waters at certain of its facilities.    
These activities are subject to the requirements of the Clean Water Act and     
federal and state enforcement of these regulations.                             

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The Clean Water Act also has a significant impact on the operations of      
Newpark's customers. The EPA Region 6 Outer Continental Shelf ("OCS") permit    
covering oil and gas operations in federal waters in the Gulf (seaward of the   
Louisiana and Texas territorial seas) was reissued in November, 1992 and        
modified in December, 1993. This permit includes stricter discharge limits for  
oil and grease concentrations in produced waters to be discharged. These        
limits are based on the Best Available Treatment ("BAT") requirements           
contained in the Oil and Gas Offshore Subcategory national guidelines which     
were published March 3, 1993. Additional requirements include toxicity testing  
and bioaccumulation monitoring studies of proposed discharges.                  

EPA Region 6, which includes Newpark's market, continues to issue new and   
amended National Pollution Discharge Elimination System ("NPDES") general       
permits further limiting or restricting substantially all discharges of         
produced water from the Oil and Gas Extraction Point Source Category into       
waters of the United States. These permits include:                             

.  Onshore subcategory permits for Texas, Louisiana, Oklahoma and New       
Mexico issued in February, 1991 (56 Fed. Reg. 7698). These permits    
completely prohibit the discharge of drilling fluids, drill cuttings, 
produced water or sand, and various other oilfield wastes generated by
  onshore operations into waters of the U.S. This provision has the effect
  of requiring that most oilfield wastes follow established state disposal
programs.                                                             

.  Permits for produced water and produced sand discharges into coastal     
waters of Louisiana and Texas issued on January 9, 1995 (60 Fed. Reg. 
2387). Coastal means "any water landward of the territorial seas... or
  any wetlands adjacent to such waters". All such discharges must cease by
January 1, 1997.                                                      

.  The Outer Continental Shelf (OCS) permit for the western Gulf of Mexico, 
covering oil and gas operations in federal waters (seaward of the     
Louisiana and Texas territorial seas) reissued in November 1992 and   
modified in December 1993. It is expected to be combined with an OCS  
general permit covering new sources at its next revision.             

.  Permits for the territorial seas of Louisiana and Texas which were       
scheduled to be proposed in the spring of 1995. Although the permits  
 have not yet been proposed, the EPA indicates that they are still under
active consideration by the EPA and should be proposed in the future. 
The territorial seas part of" the Offshore Subcategory begins at the  
line of ordinary low water along the part of the coast which is in    
 direct contact with the open sea, and extends out three nautical miles.
These permits will cover both existing sources and new sources. All   
  discharges in Louisiana state waters must comply with any more stringent
requirements contained in Louisiana Water Quality Regulations, LAC    
33.IX.7.708.                                                          

The combined effect of all these regulations will closely approach a "zero  
discharge standard" affecting all waters except those of the OCS. Newpark and   
many industry participants believe that these permits may ultimately lead to a  
total prohibition of overboard discharge in the Gulf of Mexico.                 

The Clean Air Act. The Clean Air Act provides for federal, state and local  
regulation of emissions of air pollutants into the atmosphere. Any              
modification or construction of a facility with regulated air emissions must    
be a permitted or authorized activity. The Clean Air Act provides for           
administrative and judicial enforcement against owners and operators of         
regulated facilities, including substantial penalties. In 1990, the Clean Air   
Act was reauthorized and amended, substantially increasing the scope and        
stringency of the Clean Air Act's regulations. The Clean Air Act has very       
little impact on Newpark's operations.                                          

Oil Pollution Act of 1990. The Oil Pollution Act of 1990 ("OPA") contains   
liability provisions for cleanup costs, natural resource damages and property   
damages resulting from discharges of oil into navigable waters, as well as      
substantial penalty provisions. The OPA also requires double hulls on all new   
oil tankers and barges operating in waters subject to the jurisdiction of the   
United States. All marine vessels operated by Newpark already meet this         
requirement.                                                                    

State Regulation. In 1986, the Louisiana Department of Natural Resources    
promulgated Order 29-B. Order 29-B contains extensive rules governing pit       
closure and the generation, treatment, storage, transportation and disposal of  
NOW. Under Order 29-B, onsite disposal of NOW is limited and is subject to      
stringent guidelines. If these guidelines cannot be met, NOW must be            
transported and disposed of offsite in accordance with the                      

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provisions of Order 29-B. Moreover, under Order 29-B, most, if not all, active  
waste pits must be closed or modified to meet regulatory standards; those pits  
that continue to be allowed may be used only for a limited time. A material     
number of these pits may contain sufficient concentrations of NORM to become    
subject to regulation by the DEQ. Rule 8 of the Texas Railroad Commission also  
contains detailed requirements for the management and disposal of NOW and Rule  
94 governs the management and disposal of NORM. In addition, the Texas          
Legislature recently enacted a law that has established an Oilfield Cleanup     
Fund to be administered by the Texas Railroad Commission to plug abandoned      
wells if the Commission deems it necessary to prevent pollution, and to         
control or clean up certain oil and gas wastes that cause or are likely to      
cause pollution of surface or subsurface water.                                 

The Railroad Commission of Texas Rule 91 (16 TAC 3.91) became effective     
November 1, 1993. This rule regulates the cleanup of spills of crude oil and    
gas exploration and production activities including transportation by           
pipeline. In general, contaminated soils must be remediated to oil and grease   
content of less than 1%.                                                        

Many states maintain licensing and permitting procedures for the            
construction and operation of facilities that emit pollutants into the air. In  
Texas, the Texas Natural Resource Conservation Commission (the "TNRCC")         
requires companies that emit pollutants into the air to apply for an air        
permit or to satisfy the conditions for an exemption. Newpark has obtained      
certain air permits and believes that it is exempt from obtaining other air     
permits at its facilities including its Port Arthur, Texas, NOW processing      
facility. Newpark met with the TNRCC and filed for an exemption in the fall of  
1991. A subsequent renewal letter was filed in 1995. Based upon its feedback    
from the TNRCC, Newpark expects that it will continue to remain exempt.         
However, should it not remain exempt, Newpark believes that any remedial        
actions that the TNRCC may require with regard to non-exempt air emissions      
would not have a material adverse effect on the consolidated financial          
statements of Newpark.                                                          

Other Environmental Laws. Newpark is subject to the Occupation Safety and   
Health Act that imposes requirements for employee safety and health and         
applicable state provisions adopting worker health and safety requirements.     
Moreover, it is possible that other developments, such as increasingly          
stricter environmental, safety and health laws, and regulations and             
enforcement policies thereunder, could result in substantial additional         
regulation of Newpark and could subject to further scrutiny Newpark's           
handling, manufacture, use or disposal of substances or pollutants. Newpark     
cannot predict the extent to which its operations may be affected by future     
enforcement policies as applied to existing laws or by the enactment of new     
statutes and regulations.                                                       

PROPERTIES                                                                      

With few exceptions, Newpark leases its principal facilities and certain    
equipment.                                                                      

Newpark's corporate offices in Metairie, Louisiana, are occupied at an      
annual rental of approximately $127,000 under a lease expiring in December      
1997.                                                                           

Its NOW processing facility in Port Arthur, Texas, is occupied at a current 
annual rental of $168,000 under a lease which, as a result of Newpark's 1995    
exercise of the first of three four-year renewal options, now expires in 1999.  
The facility, which is located on 2.9 acres near the Intracoastal Waterway,     
was constructed by the landowner to Newpark's specifications beginning late in  
1990 and began operations in mid 1991.                                          

Newpark's NORM processing facility is also located in Port Arthur, Texas on 
three acres of leased land adjacent to the NOW facility. Annual property        
rentals are currently $37,000. The lease expires in July 1997 and has two       
five-year renewal options available. Newpark constructed the processing         
facility during 1994.                                                           

Newpark owns two injection disposal sites in Jefferson County, Texas, one on
47 acres of land and the other on 394 acres, of which 284 acres are owned by    
Newpark and 110 acres are currently leased by Newpark. Newpark is in the        
processing of exercising its option to purchase the 110 acres it is currently   
leasing at this site. Seven wells are currently operational at these sites.     

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Newpark maintains a fleet of 46 barges of which 21 are owned by Newpark, 15 
are on daily rental agreements, six are under 10-year lease terms and four are  
under seven-year lease terms. Forty-two of the barges are used to transport     
waste to processing stations and are certified for this purpose by the U. S.    
Coast Guard. Annual rentals under the barge leases totaled approximately        
$1,500,000 during 1995.                                                         

Additional facilities are held under short-term leases with annual rentals  
aggregating approximately $800,000 during 1995. Newpark believes that its       
facilities are suitable for their respective uses and adequate for current      
needs.                                                                          

Newpark owns property leased to others and used as a marine repair facility 
occupying approximately 23 acres on an island in the Houston Ship Channel. In   
December 1993, the property was leased to a third party that also obtained the  
option to purchase the facility as part of the lease agreement. Early in 1994,  
Newpark entered into a new financing of the property.                           

Newpark also owns 80 acres occupied as a sawmill facility near Batson,      
Texas. Newpark believes this facility is adequate for current production        
needs.                                                                          

LEGAL PROCEEDINGS                                                               

Newpark and its subsidiaries are involved in litigation and other claims or 
assessments on matters arising in the normal course of business. In the         
opinion of Newpark, any recovery or liability in these matters should not have  
a material effect on Newpark's consolidated financial statements.               

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MANAGEMENT  

DIRECTORS AND EXECUTIVE OFFICERS                                                

The following table provides certain information regarding Newpark's current
directors and executive officers:                                               

                                                                [Download Table]

          NAME             AGE              POSITION            
          ----             ---              --------            
                                                                
James D. Cole(1)            55 Chairman of the Board, President,
                                and Chief Executive Officer     
William Thomas Ballantine   51 Executive Vice President and     
                                Director                        
Matthew W. Hardey           43 Vice President of Finance and    
                                Chief Financial Officer         
Philip S. Sassower(1)(2)    56 Chairman of the Executive        
                                Committee and Director          
Dibo Attar(3)               56 Director                         
William W. Goodson(2)(3)    81 Director                         
David P. Hunt               54 Director                         
Alan J. Kaufman(3)          58 Director                         
James H. Stone(1)(2)(3)     70 Director                         

--------                                                                        
(1) Member of the Executive Committee.                                          
(2) Member of the Audit Committee.                                              
(3) Member of the Compensation Committee.                                       

James D. Cole joined Newpark in 1976, serving as Executive Vice President   
until May 1977, when he was elected President and Chief Executive Officer. Mr.  
Cole has served as a director since joining Newpark and was elected Chairman    
of the Board of Directors in April 1996.                                        

William Thomas Ballantine joined Newpark in December 1988, serving as Vice  
President of Operations, and was elected Executive Vice President in 1992. He   
was elected a Director of Newpark in October 1993.                              

Matthew W. Hardey joined Newpark in May 1988 as Treasurer and Assistant     
Secretary and was elected Vice President of Finance and Chief Financial         
Officer in April 1991. From 1985 until joining Newpark, Mr. Hardey was          
employed in the commercial banking business.                                    

Philip S. Sassower served as Chairman of the Board of Newpark from December 
1987 to April 1996, and, in April 1996, was elected Chairman of the Executive   
Committee of the Board of Directors. Mr. Sassower is also a general partner of  
BP Restaurants, L.P., and CIC Standby Ventures, L.P, and a member, the manager  
and the Chief Executive Officer of BP Acquisition L.L.C., the owner of a        
restaurant chain in the Southwest. Mr. Sassower also is a director and          
Chairman of the Finance Committee of Communication Intelligence Corporation, a  
company engaged in pen-based computer technologies.                             

Dibo Attar is a business consultant to several domestic and international   
companies and has been a private investor for more than ten years. Mr. Attar    
also serves as Chairman of the Board of T.H. Lehman & Co., Inc., KTI, Inc. and  
Renaissance Entertainment Corp.                                                 

William W. Goodson, who retired in 1983, served as Chairman of the Board of 
Directors of a Newpark subsidiary from 1982 to 1987. For more than five years   
prior thereto, he was President and Chief Operating Officer of the Newpark      
subsidiary engaged in the oilfield and environmental construction business,     
and other Newpark subsidiaries.                                                 

David P. Hunt joined Newpark's Board of Directors in November 1995. Prior to
joining Newpark and until his retirement in 1995, Mr. Hunt was employed by      
Consolidated Natural Gas Company for 32 years, having most recently served as   
President and Chief Executive Officer of New Orleans based CNG Producing        
Company, an oil and gas exploration and production company.                     

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Alan J. Kaufman has been engaged in the private practice of medicine since  
1969. Dr. Kaufman is a neurosurgeon. Dr. Kaufman also is a director of Tesoro   
Petroleum Corporation.                                                          

James H. Stone is Chairman of the Board and Chief Executive Officer of Stone
Energy Corporation, which is engaged in oil and gas exploration. Mr. Stone      
also serves as a Director of Hibernia Corporation.                              

Directors are elected annually to serve until the next annual meeting of    
stockholders and until their successors are elected and qualified. Executive    
officers are appointed by and serve at the discretion of the Board of           
Directors. No family relationships exist between any of the directors or        
officers of Newpark.                                                            

PRINCIPAL STOCKHOLDERS  

The following table sets forth information with respect to the beneficial   
ownership of Newpark's outstanding Common Stock as of July 31, 1996, by (i)     
each director of Newpark, (ii) the three executive officers of Newpark who      
earned in excess of $100,000 in salary and bonus in 1995, and (iii) all         
directors and executive officers as a group. Newpark is not aware of any        
person who is the beneficial owner of more than five percent (5%) of its        
outstanding Common Stock. Except as otherwise indicated below, each person      
named in the table has sole voting and investment power with respect to all     
shares of Common Stock beneficially owned by such person, except to the extent  
that authority is shared by spouses under applicable law.                       

                                                                [Download Table]

                                                              PERCENT OF CLASS 
                                                    SHARES    -----------------
                                                 BENEFICIALLY PRIOR TO  AFTER  
            NAME OF BENEFICIAL OWNER               OWNED(1)   OFFERING OFFERING
            ------------------------             ------------ -------- --------
                                                                               
Philip S. Sassower..............................    341,250     3.09%    2.43% 
James D. Cole(2)................................    272,256     2.48%    1.95% 
James H. Stone(3)...............................    246,570     2.24%    1.76% 
Dibo Attar(4)...................................     32,552        *        *  
Alan Kaufman(5).................................     97,848        *        *  
Matthew W. Hardey...............................     45,198        *        *  
Wm. Thomas Ballantine...........................     21,691        *        *  
William W. Goodson..............................        250        *        *  
David P. Hunt...................................      3,050        *        *  
All directors and executive officers as a group                                
(9 persons).....................................  1,060,665     9.53%    7.51% 

--------                                                                        
*  Indicates ownership of less than one percent.                                
(1) Includes shares which may be purchased upon the exercise of options which   
 are exercisable as of July 12, 1996, or become exercisable within 60 days
thereafter, for the following: Mr. Sassower--52,500 shares; Mr. Stone-- 
15,750 shares; Mr. Attar--15,750 shares; Dr. Kaufman--15,750 shares; Mr.
Ballantine--21,691 shares; Mr. Hardey--27,300 shares; and all directors 
and executive officers as a group--148,741 shares.                      
(2) Includes 73,584 shares held by four separate Trusts of which Mr. Cole is a  
 Trustee and of which the beneficiaries are children of Mr. Cole. Mr. Cole
disclaims ownership of the 73,584 shares held by the four Trusts.       
(3) Includes 1,050 shares held in a trust of which the beneficiaries are        
 children of Mr. Stone and 3,020 shares owned by the Stone Foundation. Mr.
Stone disclaims beneficial ownership of such shares.                    
(4) Includes 1,050 shares held by a fund over which Mr. Attar has investment    
power.                                                                  
(5) Includes (i) 13,649 shares held in an IRA account for the benefit of Dr.    
 Kaufman; (ii) 5,250 shares held in a Trust of which the beneficiaries are
children of Dr. Kaufman; and (iii) 3,150 shares held by his spouse. Dr. 
Kaufman disclaims beneficial ownership of such shares.                  

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DESCRIPTION OF CAPITAL STOCK  

Newpark's authorized capital stock consists of (i) 20,000,000 shares of     
Common Stock, $.01 par value per share; and (ii) 1,000,000 shares of Preferred  
Stock, $.01 par value per share. All outstanding shares of Common Stock are     
fully paid and nonassessable.                                                   

The following summaries of certain provisions of the capital stock of       
Newpark do not purport to be complete and are subject to, and qualified in      
their entirety by, the provisions of Newpark's Certificate of Incorporation     
and Bylaws.                                                                     

COMMON STOCK                                                                    

As of July 31, 1996, there were 10,981,244 outstanding shares of Common     
Stock held by 4,105 holders of record. Each share of Common Stock has an equal  
and ratable right to receive dividends when, as and if declared by the Board    
of Directors out of assets legally available therefor and subject to the        
dividend obligations of Newpark to the holders of any preferred stock then      
outstanding. See "Dividend Policy".                                             

In the event of a liquidation, dissolution or winding up of Newpark, the    
holders of Common Stock are entitled to share equally and ratably in the        
assets available for distribution after the payment of all liabilities and      
subject to any prior rights of any holders of preferred stock that at the time  
may be outstanding.                                                             

The holders of Common Stock have no pre-emptive rights, conversion rights,  
redemption provisions or sinking fund provisions. Each share of Common Stock    
is entitled to one vote in the election of directors and on all matters         
submitted to a vote of stockholders. Stockholders are not entitled to cumulate  
votes in the election of directors and, therefore, holders of a majority of     
the outstanding shares of Common Stock can elect all the directors.             

The Common Stock offered hereby, when issued and sold as contemplated by    
this Prospectus, will be validly issued, fully paid and nonassessable.          

PREFERRED STOCK                                                                 

Preferred stock may be issued from time to time in one or more series, and  
the Board of Directors, without further approval of the stockholders, is        
authorized to fix the dividend rates and terms, conversion rights, voting       
rights, redemption rights and terms (including sinking fund provisions),        
liquidation preferences and any other rights, preferences, privileges and       
restrictions applicable to each series of preferred stock. The purpose of       
authorizing the Board of Directors to determine such rights and preferences is  
to eliminate delays associated with a stockholder vote on specific issuances.   
The issuance of preferred stock, while providing flexibility in connection      
with possible acquisitions and other corporate purposes, could, among other     
things, adversely affect the voting power of the holders of Common Stock and,   
under certain circumstances, make it more difficult for a third party to gain   
control of Newpark.                                                             

CERTAIN CHARTER PROVISIONS                                                      

Newpark's Certificate of Incorporation provides that Newpark shall indemnify
its officers and directors to the fullest extent permitted by Delaware law      
against claims arising out of their actions as officers or directors of         
Newpark. The Certificate of Incorporation also provides that, to the fullest    
extent permitted by law, Newpark's directors shall not be personally liable     
for monetary damages for breach of the director's fiduciary duty of care to     
Newpark or its stockholders. This provision does not eliminate the director's   
duty of care or eliminate a stockholder's right to seek equitable remedies      
such as an injunction or other forms of non-monetary relief. Each director      
will continue to be subject to liability for (i) breach of the director's duty  
of loyalty to Newpark or its stockholders; (ii) acts or omissions not in good   
faith or which involve intentional misconduct or knowing violation of law;      
(iii) improper declarations of dividends; and (iv) transactions from which the  
director derived                                                                

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an improper personal benefit. The provision also does not affect a director's   
responsibilities under any other law, such as the Federal securities laws or    
Federal or state environmental laws.                                            

Newpark also is authorized by its Certificate of Incorporation to purchase  
and maintain insurance for its officers and directors against claims arising    
out of their actions as officers or directors of Newpark, whether or not        
Newpark would have the power to indemnify such officers or directors for the    
claim under applicable law. Newpark currently does not maintain such            
insurance.                                                                      

Pursuant to the Certificate of Incorporation, Newpark has elected not to be 
governed by Section 203 of the Delaware General Corporation Law. Section 203    
generally prevents a corporation from entering into certain business            
combinations with an interested stockholder (defined as any person or entity    
that is the beneficial owner of at least 15% of a corporation's voting stock)   
or its affiliates, unless (i) the transaction is approved by the board of       
directors of the corporation prior to such business combination; or (ii) the    
interested stockholder acquires 85% or the corporation's voting stock in the    
same transaction in which the stockholder exceeds 15%; or (iii) the business    
combination is approved by the board of directors and by a vote of two-thirds   
of the outstanding voting stock not owned by the interested stockholder.        

TRANSFER AGENT AND REGISTRAR                                                    

The Transfer Agent and Registrar for the Common Stock is American Stock     
Transfer & Trust Company of New York.                                           

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UNDERWRITING  

Under the terms and subject to the conditions contained in an Underwriting  
Agreement dated August 6, 1996 (the "Underwriting Agreement"), CS First Boston  
Corporation, Deutsche Morgan Grenfell/C. J. Lawrence Inc., The Robinson-        
Humphrey Company, Inc., and Jefferies & Company, Inc. (the "Underwriters")      
have severally but not jointly agreed to purchase from Newpark the following    
respective numbers of Shares:                                                   

                                                                [Download Table]

                                                                 NUMBER OF
                          UNDERWRITER                             SHARES  
                          -----------                            ---------
                                                                          
CS First Boston Corporation..................................... 1,050,000
Deutsche Morgan Grenfell/C. J. Lawrence Inc..................... 1,050,000
The Robinson-Humphrey Company, Inc..............................   750,000
Jefferies & Company, Inc........................................   150,000
                                                                 ---------
  Total......................................................... 3,000,000
                                                                 =========

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be   
obligated to purchase all of the Shares offered hereby (other than those        
shares covered by the over-allotment option described below) if any are         
purchased. The Underwriting Agreement provides that in the event of a default   
by an Underwriter, in certain circumstances the purchase commitments of non-    
defaulting Underwriters may be increased or the Underwriting Agreement may be   
terminated.                                                                     

Newpark has granted to the Underwriters an option, expiring at the close of 
business on the 30th day after the date of this Prospectus, to purchase up to   
450,000 additional shares from Newpark at the initial public offering price,    
less the underwriting discounts and commissions, all as set forth on the cover  
page of this Prospectus. Such option may be exercised only to cover over-       
allotments in the sale of the shares of Common Stock offered hereby. To the     
extent that this option to purchase is exercised, each Underwriter will become  
obligated, subject to certain conditions, to purchase approximately the same    
percentage of such additional shares of Common Stock as it was obligated to     
purchase pursuant to the Underwriting Agreement.                                

Newpark has been advised by the Underwriters that they propose to offer the 
Shares to the public initially at the public offering price set forth on the    
cover page of this Prospectus and to certain dealers at such price less a       
concession of $0.90 per share, and the Underwriters and such dealers may allow  
a discount of $0.355 per share on sales to certain other dealers. After the     
initial public offering, the public offering price and concession and discount  
to dealers may be changed by the Representatives.                               

Newpark has agreed that it will not offer, sell, announce its intention to  
sell, pledge or otherwise dispose of, directly or indirectly, or file with the  
Securities and Exchange Commission a registration statement under the           
Securities Act relating to, any additional shares of its Common Stock or        
securities convertible into or exchangeable for any shares of its Common Stock  
without the prior written consent of CS First Boston Corporation for a period   
of 90 days after the date of this Prospectus, except issuances of shares        
pursuant to employee benefit plans (including stock option plans) existing on   
the date hereof. In addition, directors and executive officers of Newpark have  
agreed for a period of 90 days after the date of this Prospectus, that they     
will not offer, sell or otherwise dispose of shares of Common Stock without     
the prior written consent of CS First Boston Corporation.                       

Newpark has agreed to indemnify the Underwriters against certain            
liabilities, including civil liabilities under the Securities Act, or           
contribute to payments which the Underwriters may be required to make in        
respect thereof.                                                                

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Jefferies & Company, Inc. has acted as financial advisor to the Company in  
connection with the Acquisition, for which it has been paid a fee of $75,000,   
and is being reimbursed for its reasonable out-of-pocket expenses in            
connection therewith. Jefferies & Company, Inc. will be paid an additional fee  
of $175,000 upon the consummation of the Acquisition. In addition, in 1995,     
The Robinson-Humphrey Company, Inc. acted as financial advisor to the Company   
in connection with a previously proposed merger that was not completed, for     
which it was paid $80,000 in fees and expenses.                                 

NOTICE TO CANADIAN RESIDENTS  

RESALE RESTRICTIONS                                                             

The distribution of the Shares in Canada is being made only on a private    
placement basis exempt from the requirement that Newpark prepare and file a     
prospectus with the securities regulatory authorities in each province where    
trades of Shares are effected. Accordingly, any resale of the Shares in Canada  
must be made in accordance with applicable securities laws which will vary      
depending on the relevant jurisdiction, and which may require resales to be     
made in accordance with available statutory exemptions or pursuant to a         
discretionary exemption granted by the applicable Canadian securities           
regulatory authority. Purchasers are advised to seek legal advice prior to any  
resale of the Shares.                                                           

REPRESENTATIONS OF PURCHASERS                                                   

Each purchaser of Shares in Canada who receives a purchase confirmation will
be deemed to represent to Newpark and the dealer from whom such purchase        
confirmation is received that (i) such purchaser is entitled under applicable   
provincial securities laws to purchase such Shares without the benefit of a     
prospectus qualified under such securities laws, (ii) where required by law,    
that such purchaser is purchasing as principal and not as agent, and (iii)      
such purchaser has reviewed the text above under "Resale Restrictions".         

RIGHTS OF ACTION AND ENFORCEMENT                                                

The securities being offered are those of a foreign issuer and Ontario      
purchasers will not receive the contractual right of action prescribed by       
section 32 of the Regulation under the Securities Act (Ontario). As a result,   
Ontario purchasers must rely on other remedies that may be available,           
including common law rights of action for damages or rescission or rights of    
action under the civil liability provisions of the U.S. federal securities      
laws.                                                                           

All of the issuer's directors and officers as well as the experts named     
herein may be located outside of Canada and, as a result, it may not be         
possible for Ontario purchasers to effect service of process within Canada      
upon the issuer or such persons. All or a substantial portion of the assets of  
the issuer and such persons may be located outside of Canada and, as a result,  
it may not be possible to satisfy a judgment against the issuer or such         
persons in Canada or to enforce a judgment obtained in Canadian courts against  
such issuer or persons outside of Canada.                                       

NOTICE TO BRITISH COLUMBIA RESIDENTS                                            

A purchaser of Shares to whom the Securities Act (British Columbia) applies 
is advised that such purchaser is required to file with the British Columbia    
Securities Commission a report within ten days of the sale of any Shares        
acquired by such purchaser pursuant to this Offering. Such report must be in    
the form attached to British Columbia Securities Commission Blanket Order BOR   
#95/17 a copy of which may be obtained from Newpark. Only one such report must  
be filed in respect of Shares acquired on the same date and under the same      
prospectus exemption.                                                           

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LEGAL MATTERS 

Certain matters with respect to the validity of the shares of Common Stock  
offered hereby are being passed upon for Newpark by Ervin, Cohen & Jessup,      
Beverly Hills, California. Fulbright & Jaworski L.L.P., Houston, Texas, has     
acted as counsel to the Underwriters in connection with certain legal matters   
relating to this Offering. Fulbright & Jaworski L.L.P. acts as counsel to       
Newpark from time to time in various matters.                                   

EXPERTS 

The consolidated financial statements of Newpark as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995      
included in this Prospectus and incorporated by reference from Newpark's        
Annual Report on Form 10-K for the year ended December 31, 1995, have been      
audited by Deloitte & Touche LLP, independent auditors, as stated in their      
report appearing herein, and incorporated herein by reference, and have been    
so included and incorporated in reliance upon the report of such firm given     
upon their authority as experts in accounting and auditing. The Statements of   
Net Assets of Campbell Wells' Marine NOW Service Business as of December 31,    
1995 and 1994 and the related statements of operations for each of the three    
years in the period ended December 31, 1995 included in this Prospectus have    
been audited by Deloitte & Touche LLP, independent auditors, as stated in       
their report appearing herein, and have been so included in reliance upon the   
report of such firm given upon their authority as experts in accounting and     
auditing.                                                                       

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
NEWPARK RESOURCES, INC.                                                        
Independent Auditor's Report..............................................  F-2
Consolidated Financial Statements:                                             
  Consolidated Balance Sheets at December 31, 1995 and 1994 and March 31,      
   1996...................................................................  F-3
  Consolidated Statements of Income for each of the three years in the         
   period ended December 31, 1995 and the three months ended March 31,         
   1996 and 1995..........................................................  F-4
  Consolidated Statements of Stockholders' Equity for each of the three        
   years in the period ended December 31, 1995 and the three months ended      
   March 31, 1996.........................................................  F-5
  Consolidated Statements of Cash Flows for each of the three years in the     
   period ended                                                                
   December 31, 1995 and the three months ended March 31, 1996 and 1995...  F-6
  Notes to Consolidated Financial Statements..............................  F-7
CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS                              
Independent Auditor's Report.............................................. F-17
Financial Statements:                                                          
  Statements of Net Assets at December 31, 1995 and 1994 and March 31,         
   1996................................................................... F-18
  Statements of Operations for each of the three years in the period ended     
   December 31, 1995 and the three months ended March 31, 1996 and 1995... F-19
  Notes to Financial Statements........................................... F-20

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INDEPENDENT AUDITORS' REPORT  

The Board of Directors and Stockholders                                         
Newpark Resources, Inc.                                                     

We have audited the accompanying consolidated balance sheets of Newpark     
Resources, Inc. and subsidiaries as of December 31, 1995 and 1994, and the      
related consolidated statements of income, stockholders' equity and cash flows  
for each of the three years in the period ended December 31, 1995. These        
financial statements are the responsibility of the Company's management. Our    
responsibility is to express an opinion on the financial statements based on    
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, such consolidated financial statements present fairly, in   
all material respects, the financial position of Newpark Resources, Inc. and    
subsidiaries at December 31, 1995 and 1994, and the results of their            
operations and their cash flows for each of the three years in the period       
ended December 31, 1995, in conformity with generally accepted accounting       
principles.                                                                     

DELOITTE & TOUCHE LLP                                                           

New Orleans, Louisiana                                                          
March 1, 1996                                                                   

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NEWPARK RESOURCES, INC. 

CONSOLIDATED BALANCE SHEETS 
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                  DECEMBER 31,      MARCH 31,  
                                                ------------------  ---------- 
                                                  1995      1994       1996    
                                                --------  --------  ---------- 
                                                                    (UNAUDITED)
                                                                               
ASSETS                                                                         
Current assets:                                                                
 Cash and cash equivalents..................... $  1,018  $  1,404   $  1,063  
 Accounts and notes receivable, less allowance                                 
  of $768 in 1995, $455 in 1994 and $762 in                                    
  1996.........................................   39,208    21,450     39,091  
 Inventories...................................   11,996     7,099      8,923  
 Other current assets..........................    4,088     1,544      4,189  
                                                --------  --------   --------  
  Total current assets.........................   56,310    31,497     53,266  
Property, plant and equipment, at cost, net of                                 
 accumulated depreciation......................   85,461    67,630     90,996  
Cost in excess of net assets of purchased                                      
 businesses, net of accumulated amortization...    4,340     4,403      4,325  
Deferred tax assets............................       --     2,271         --  
Investment in joint venture....................    1,094        --      1,609  
Other assets...................................    5,542     4,955      5,844  
                                                --------  --------   --------  
                                                $152,747  $110,756   $156,040  
                                                ========  ========   ========  
LIABILITIES AND STOCKHOLDERS' EQUITY                                           
Current liabilities:                                                           
 Notes payable................................. $    169  $  1,796   $    119  
 Current maturities of long-term debt..........    7,742     8,236      9,994  
 Accounts payable..............................   11,664     5,022      7,828  
 Accrued liabilities...........................    3,462     2,858      3,599  
 Current taxes payable.........................    1,165        --        700  
                                                --------  --------   --------  
  Total current liabilities....................   24,202    17,912     22,240  
Long-term debt.................................   46,724    28,892     46,907  
Other non-current liabilities..................      285       253        285  
Deferred taxes payable.........................    4,018        --      5,164  
Commitments and contingencies (Note J).........       --        --         --  
Stockholders' equity:                                                          
 Preferred Stock, $.01 par value, 1,000,000                                    
  shares authorized, no shares outstanding.....       --        --         --  
 Common Stock, $.01 par value, 20,000,000                                      
  shares authorized, 10,634,177 shares                                         
  outstanding in 1995, 10,485,074 in 1994 and                                  
  10,694,974 in 1996...........................      105        99        106  
 Paid-in capital...............................  144,553   134,252    145,162  
 Retained earnings (deficit)...................  (67,140)  (70,652)   (63,824) 
                                                --------  --------   --------  
  Total stockholders' equity...................   77,518    63,699     81,444  
                                                --------  --------   --------  
                                                $152,747  $110,756   $156,040  
                                                ========  ========   ========  

See accompanying Notes to Consolidated Financial Statements.

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NEWPARK RESOURCES, INC. 

CONSOLIDATED STATEMENTS OF INCOME 
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                     YEARS ENDED DECEMBER       THREE MONTHS    
                                              31,              ENDED MARCH 31,  
                                    -------------------------  ---------------- 
                                     1995     1994     1993     1996     1995   
                                    -------  -------  -------  -------  ------- 
                                                                 (UNAUDITED)    
                                                                                
Revenues..........................  $97,982  $79,632  $56,330  $26,767  $22,209 
Operating costs and expenses:                                                   
 Costs of services provided.......   64,467   56,259   42,581   17,599   15,532 
 Operating costs..................    9,414    7,277    6,557    2,359    2,288 
                                    -------  -------  -------  -------  ------- 
                                     73,881   63,536   49,138   19,958   17,820 
General and administrative                                                      
 expenses.........................    2,658    3,231    2,129      717      648 
Provision for uncollectible                                                     
 accounts and notes receivable....      463      974      671       --       30 
                                    -------  -------  -------  -------  ------- 
Operating income from continuing                                                
 operations.......................   20,980   11,891    4,392    6,092    3,711 
Interest income...................     (183)     (78)      --      (30)     (91)
Interest expense..................    3,740    2,660    1,274      907      889 
Non-recurring expense.............      436       --       --       --       -- 
                                    -------  -------  -------  -------  ------- 
Income from continuing operations                                               
 before provision for income                                                    
 taxes............................   16,987    9,309    3,118    5,215    2,913 
Provision (benefit) for income                                                  
 taxes............................    4,751      (85)  (1,670)   1,899      423 
                                    -------  -------  -------  -------  ------- 
Income from continuing operations.   12,236    9,394    4,788    3,316    2,490 
Loss from discontinued operations.       --       --   (2,366)      --       -- 
                                    -------  -------  -------  -------  ------- 
   Net income.....................  $12,236  $ 9,394  $ 2,422  $ 3,316  $ 2,490 
                                    =======  =======  =======  =======  ======= 
Weighted average shares                                                         
 outstanding......................   10,568   10,422    9,690   10,650   10,375 
                                    =======  =======  =======  =======  ======= 
Income (loss) per common share:                                                 
 Continuing operations............  $  1.16  $   .90  $   .49  $   .31  $   .24 
 Discontinued operations..........       --       --     (.24)      --       -- 
                                    -------  -------  -------  -------  ------- 
   Net income.....................  $  1.16  $   .90  $   .25  $   .31  $   .24 
                                    =======  =======  =======  =======  ======= 

See accompanying Notes to Consolidated Financial Statements.

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NEWPARK RESOURCES, INC. 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
(IN THOUSANDS)
(INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1996 IS UNAUDITED)

                                                                [Download Table]

                                                             RETAINED          
                                             COMMON PAID-IN  EARNINGS          
                                             STOCK  CAPITAL  (DEFICIT)   TOTAL 
                                             ------ -------- ---------  -------
                                                                               
Balance, January 1, 1993....................  $ 91  $128,035 $(82,468)  $45,658
 Employee stock options.....................    --       136       --       136
 Stock sale.................................     7     5,130       --     5,137
 Net income.................................    --        --    2,422     2,422
                                              ----  -------- --------   -------
Balance, December 31, 1993..................    98   133,301  (80,046)   53,353
 Employee stock options.....................     1       950       --       951
 Other......................................    --         1       --         1
 Net income.................................    --        --    9,394     9,394
                                              ----  -------- --------   -------
Balance, December 31, 1994..................    99   134,252  (70,652)   63,699
 Employee stock options.....................     1     1,582       --     1,583
 Stock dividend.............................     5     8,719   (8,724)       --
 Net income.................................    --        --   12,236    12,236
                                              ----  -------- --------   -------
Balance, December 31, 1995..................   105   144,553  (67,140)   77,518
                                              ----  -------- --------   -------
 Employee stock options.....................     1       609       --       610
 Net income.................................    --        --    3,316     3,316
                                              ----  -------- --------   -------
Balance, March 31, 1996.....................  $106  $145,162 $(63,824)  $81,444
                                              ====  ======== ========   =======

See accompanying Notes to Consolidated Financial Statements.

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NEWPARK RESOURCES, INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(IN THOUSANDS)

                                                                [Download Table]

                                                          THREE MONTHS ENDED   
                              YEAR ENDED DECEMBER 31,          MARCH 31,       
                              --------------------------  -------------------- 
                                1995     1994     1993      1996       1995    
                              --------  -------  -------  ---------  --------- 
                                                              (UNAUDITED)      
                                                                               
Cash flows from operating                                                      
 activities:                                                                   
Net income................... $ 12,236  $ 9,394  $ 2,422    $ 3,316    $ 2,490 
Adjustments to reconcile net                                                   
 income to net cash provided                                                   
 by continuing operations:                                                     
 Depreciation and                                                              
  amortization...............    9,967    7,370    5,929      2,818      2,335 
 Provision for doubtful                                                        
  accounts...................      463      974      671         --         30 
 Provision (benefit) from                                                      
  deferred income taxes......    3,217     (200)  (1,700)     1,146        423 
 Loss (gain) on sales of                                                       
  assets.....................       80       (9)    (237)       (41)        (2)
Change in assets and                                                           
 liabilities net of effects                                                    
 of acquisitions:                                                              
 (Increase) decrease in                                                        
  accounts and notes                                                           
  receivable.................  (17,129)  (3,723)  (2,513)        42     (4,137)
 (Increase) decrease in                                                        
  inventories................   (4,897)     739   (3,418)     2,575        907 
 (Increase) decrease in other                                                  
  assets.....................   (1,536)  (1,839)    (211)      (403)    (1,068)
 Increase (decrease) in                                                        
  accounts payable...........    2,577     (677)     282     (4,807)     1,222 
 Increase (decrease) in                                                        
  accrued liabilities and                                                      
  other......................    2,096     (937)   1,413       (397)      (298)
                              --------  -------  -------  ---------  --------- 
  Net cash provided by                                                         
   operating activities......    7,074   11,092    2,638      4,249      1,902 
                              --------  -------  -------  ---------  --------- 
Cash flows from investing                                                      
 activities:                                                                   
 Capital expenditures........  (23,989) (23,149)  (9,690)    (7,544)    (2,597)
 Disposal of property, plant                                                   
  and equipment..............      564       97      124      1,136         11 
 Investment in joint                                                           
  ventures...................   (1,094)      --       --       (515)        -- 
 Payments received on notes                                                    
  receivable.................      249       30      144         75         -- 
 Advances on notes                                                             
  receivable.................     (227)  (1,000)      --         --         -- 
 Proceeds from sale of net                                                     
  assets of discontinued                                                       
  operations.................       --      661       --         --         -- 
 Other.......................       --       --      (79)        --         -- 
 Decrease in net assets of                                                     
  discontinued operations....       --       --      722         --         -- 
                              --------  -------  -------  ---------  --------- 
  Net cash used in investing                                                   
   activities................  (24,497) (23,361)  (8,779)    (6,848)    (2,586)
                              --------  -------  -------  ---------  --------- 
Cash flows from financing                                                      
 activities:                                                                   
 Net borrowings on lines of                                                    
  credit.....................   20,796      492    1,720      3,201      2,866 
 Principal payments on notes                                                   
  payable, capital lease                                                       
  obligations and long-term                                                    
  debt.......................  (20,170) (10,109)  (4,825)    (2,525)    (3,337)
 Proceeds from issuance of                                                     
  debt.......................   14,828   21,167    9,728      1,358        223 
 Proceeds from conversion of                                                   
  stock options..............    1,266      897      136        610        299 
 Other.......................      317       55       --         --         -- 
                              --------  -------  -------  ---------  --------- 
  Net cash provided by                                                         
   financing activities......   17,037   12,502    6,759      2,644         51 
                              --------  -------  -------  ---------  --------- 
Net (decrease) increase in                                                     
 cash and cash equivalents...     (386)     233      618         45       (633)
Cash and cash equivalents at                                                   
 beginning of year...........    1,404    1,171      553      1,018      1,404 
                              --------  -------  -------  ---------  --------- 
Cash and cash equivalents at                                                   
 end of year................. $  1,018  $ 1,404  $ 1,171  $   1,063  $     771 
                              ========  =======  =======  =========  ========= 

See accompanying Notes to Consolidated Financial Statements.

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NEWPARK RESOURCES, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Organization and Principles of Consolidation. Newpark Resources, Inc.       
("Newpark" or the "Company") provides comprehensive environmental management    
and oilfield construction services to the oil and gas industry in the Gulf      
Coast region, principally Louisiana and Texas. The consolidated financial       
statements include the accounts of the Company and its wholly-owned             
subsidiaries. All material intercompany transactions are eliminated in          
consolidation.                                                                  

Basis of Presentation. Newpark's interim financial statements as of March   
31, 1995 and 1996 include all adjustments which, in the opinion of management,  
are necessary in order to make a fair presentation of such financial            
statements. All such adjustments are of a normal recurring nature. Operating    
results for the three months ended March 31, 1996 are not necessarily           
indicative of the results that may be expected for the entire year ending       
December 31, 1996.                                                              

Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities,     
the disclosure of contingent assets and liabilities at the date of the          
financial statements and the reported amounts of revenues and expenses during   
the reporting period. Actual results could differ from those estimates.         

Cash Equivalents. All highly liquid investments with a remaining maturity of
three months or less at the date of acquisition are classified as cash          
equivalents.                                                                    

Fair Value Disclosures. Statement of Financial Accounting Standards ("SFAS")
No. 107, "Disclosures about Fair Value of Financial Instruments", requires the  
disclosure of the fair value of all significant financial instruments. The      
estimated fair value amounts have been developed based on available market      
information and appropriate valuation methodologies. However, considerable      
judgment is required in developing the estimates of fair value. Therefore,      
such estimates are not necessarily indicative of the amounts that could be      
realized in a current market exchange. After such analysis, management          
believes the carrying values of the Company's significant financial             
instruments (consisting of cash and cash equivalents, receivables, payables     
and long-term debt) approximate fair values at March 31, 1996.                  

Inventories. Inventories are stated at the lower of cost (principally       
average and first-in, first-out) or market. The cost of lumber and related      
supplies for board roads is amortized on the straight-line method over their    
estimated useful life of approximately one year.                                

Depreciation and Amortization. Depreciation of property, plant and          
equipment, including interlocking board road mats, is provided for financial    
reporting purposes on the straight-line method over the estimated useful lives  
of the individual assets which range from three to thirty years. For income     
tax purposes, accelerated methods of depreciation are used.                     

During the year ended December 31, 1993, the Company made a change in the   
estimated service lives of its board road mats from five years to seven years.  
The new lives were adopted to recognize the longer service life provided by     
the mats. The effect of the change for the year ended December 31, 1993 was to  
increase income from continuing operations $1,175,000 ($0.12 per share).        

The cost in excess of net assets of purchased businesses ("excess cost") is 
being amortized on a straight-line basis over forty years, except for           
$2,211,000 relating to acquisitions prior to 1971 that is not being amortized.  
Management of Newpark periodically reviews the carrying value of the excess     
cost in relation to the current and expected operating results of the           
businesses which benefit therefrom in order to assess whether there             

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has been a permanent impairment of the excess cost of the net purchased         
assets. Accumulated amortization on excess cost was $437,000 and $374,000 at    
December 31, 1995 and December 31, 1994, respectively.                          

Revenue Recognition. Revenues from certain contracts, which are typically of
short duration, are reported as income on a percentage-of-completion method.    
Contract revenues are recognized in the proportion that costs incurred bear to  
the estimated total costs of the contract. When an ultimate loss is             
anticipated on a contract, the entire estimated loss is recorded. Included in   
accounts receivable are unbilled revenues in the amounts of $8,600,000 and      
$2,674,000 at December 31, 1995 and December 31, 1994, respectively, all of     
which are due within a one year period.                                         

Income Taxes. Income taxes are provided using the liability method in       
accordance with SFAS No. 109, "Accounting for Income Taxes". Under this         
method, deferred income taxes are recorded based upon differences between the   
financial reporting and income tax basis of assets and liabilities and are      
measured using the enacted income tax rates and laws that will be in effect     
when the differences are expected to reverse.                                   

Non-Recurring Expense. Results for the year ended December 31, 1995 include 
$436,000 of non-recurring costs associated with a proposed merger which was     
not completed.                                                                  

Interest Capitalization. For the years ended December 31, 1995, 1994 and    
1993, the Company incurred interest cost of $4,198,000, $2,805,000 and          
$1,359,000, respectively, of which $458,000, $145,000 and $85,000,              
respectively, was capitalized on qualifying construction projects. For the      
three months ended March 31, 1996 and 1995 (unaudited), the Company incurred    
interest cost of $2,125,000 and $945,000, respectively, of which $218,000 and   
$56,000, respectively, was capitalized.                                         

Income Per Share. Income per share amounts are based on the weighted average
number of shares outstanding during the respective period and exclude the       
negligible dilutive effect of shares issuable in connection with all stock      
plans. All per share and weighted average share amounts have been restated to   
give retroactive effect to a 5% stock dividend declared and paid during 1995.   

New Accounting Standards. During 1995, SFAS No. 121 "Accounting for the     
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"    
was issued. SFAS No. 121 establishes accounting standards for recording the     
impairment of long-lived assets, certain identifiable intangibles, goodwill     
and assets to be disposed of. The Company's adoption of SFAS No. 121 effective  
for 1996 did not have a material impact on the Company's consolidated           
financial statements.                                                           

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation",   
was issued and effective for the Company beginning January 1, 1996. SFAS No.    
123 requires expanded disclosures of stock-based compensation arrangements      
with employees and encourages (but does not require) compensation cost to be    
measured based on the fair value of the equity instrument awarded. Companies    
are permitted, however, to continue to apply APB Opinion No. 25, which          
recognizes compensation cost based on the intrinsic value of the equity         
instrument awarded. The Company will continue to apply APB Opinion No. 25 to    
its stock based compensation awards to employees and will disclose the          
required pro forma effect on net income and earnings per share.                 

Reclassifications. Certain reclassifications of prior year amounts have been
made to conform to the current year presentation.                               

B. DISCONTINUED OPERATIONS                                                      

On December 30, 1993, the operations of the Company's marine service        
subsidiary were sold to an unrelated third party for their estimated net book   
value of $1,135,000, of which $661,000 was received in cash during 1994 and a   
short term note was issued for the remainder. The Company leased the facility   
and certain                                                                     

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equipment to the new operator through June 30, 1996, with an option to          
purchase these assets at specified times during the lease term. The new         
operator has notified Newpark of its intent to exercise the purchase option     
before the expiration of the lease term. Newpark also agreed to make available  
certain short-term financing of up to $1.6 million through June 30, 1996, with  
annual interest at 7%, secured by, among other items, certain assets of the     
third party and the personal guarantee of one of its principals. Advances       
related to this financing arrangement amounted to $1.6 million at March 31,     
1996 (unaudited), $1.6 million at December 31, 1995 and $1.4 million at         
December 31, 1994. Revenue of the marine repair business was $16,251,000 for    
the year ended December 31, 1993.                                               

C. INVENTORIES                                                                  

The Company's inventories at December 31, 1995 and 1994 are summarized as   
follows (in thousands of dollars):                                              

                                                                [Download Table]

                                                            DECEMBER 31, 
                                                           --------------
                                                            1995    1994 
                                                           ------- ------
                                                                         
Raw materials and supplies (including logs and board road                
 lumber).................................................  $11,641 $6,752
Finished goods...........................................      355    347
                                                           ------- ------
                                                           $11,996 $7,099
                                                           ======= ======

D. PROPERTY, PLANT AND EQUIPMENT                                                

The Company's investment in property, plant and equipment at December 31,   
1995 and 1994 is summarized as follows (in thousands of dollars):               

                                                                [Download Table]

                                                         DECEMBER 31,     
                                                       ------------------ 
                                                         1995      1994   
                                                       --------  -------- 
                                                                          
Land.................................................. $  5,072  $  4,273 
Buildings and improvements............................   30,172    19,554 
Machinery and equipment...............................   90,448    77,353 
Other.................................................    2,537     2,208 
                                                       --------  -------- 
                                                        128,229   103,388 
Less accumulated depreciation.........................  (42,768)  (35,758)
                                                       --------  -------- 
                                                       $ 85,461  $ 67,630 
                                                       ========  ======== 

As further discussed in Note B., the former marine repair facility is       
currently held for lease and included in the above table. The cost of this      
facility totaled $19.9 million at December 31, 1995 and December 31, 1994,      
with related accumulated depreciation at $6.3 million and $5.6 million,         
respectively. The principal components of the cost of this facility include     
land of $3.1 million, buildings and improvements of $9.8 million and machinery  
and equipment of $6.4 million. Rentals received were $1.6 million in each of    
1995 and 1994.                                                                  

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E. CREDIT ARRANGEMENTS AND LONG-TERM DEBT                                       

Credit arrangements and long-term debt consisted of the following (in       
thousands of dollars):                                                          

                                                                [Download Table]

                                                               DECEMBER 31,    
                                                              ---------------- 
                                                               1995     1994   
                                                              -------  ------- 
                                                                               
Bank-line of credit.........................................  $18,378  $ 8,767 
Bank-term note..............................................   25,000       -- 
Assets subject to lease, financed through 2001 with an                         
 interest rate of 10.1%.....................................    8,075    8,558 
Interim construction credit agreement.......................      482       -- 
Acquisition financing due in 1996 with an interest rate of                     
 8%.........................................................      327      743 
Bank-inventory line of credit...............................       --    1,796 
Term financing of board road mats...........................       --    8,730 
Term financing of barges....................................       --    2,814 
Other, principally installment notes secured by machinery                      
 and equipment payable through 2000 with interest at 3.3% to                   
 13.5%......................................................    2,373    7,516 
                                                              -------  ------- 
                                                               54,635   38,924 
Less: current maturities of long-term debt..................   (7,911)  (8,236)
  current maturities of lines of credit.....................       --   (1,796)
                                                              -------  ------- 
Long-term portion...........................................  $46,724  $28,892 
                                                              =======  ======= 

The Company maintains a $60.0 million bank credit facility with $25.0       
million in the form of a revolving line of credit commitment and the remaining  
$35.0 million in a term note. The line of credit is secured by a pledge of      
accounts receivable and certain inventory. It bears interest at either a        
specified prime rate (8.5% at December 31, 1995 and 8.25% at March 31, 1996)    
or the LIBOR rate (5.63% at December 31, 1995 and 5.44% at March 31, 1996)      
plus a spread which is determined quarterly based upon the ratio of the         
Company's funded debt to cash flow. The average interest rate for the year      
ended December 31, 1995 was 8.56%. The line of credit requires monthly          
interest payments and matures on December 31, 1998. At December 31, 1995, $6.3  
million of letters of credit were issued and outstanding and $18.4 million had  
been borrowed. At March 31, 1996 (unaudited), $5.8 million of letters of        
credit were issued and outstanding and $11.6 million had been borrowed,         
leaving $19.2 million available for cash advances under the line of credit.     
The term note was used to refinance existing debt and requires monthly          
interest installments and seventeen equal quarterly principal payments which    
commenced March 31, 1996. The term note bears interest at the Company's option  
of either a specified prime rate or the LIBOR rate, plus a spread which is      
determined quarterly based upon the ratio of the Company's funded debt to cash  
flow. The average interest rate for the year ended December 31, 1995 was        
8.40%. The credit facility requires that the Company maintain certain           
specified financial ratios and comply with other usual and customary            
requirements. The Company was in compliance with the agreement at December 31,  
1995 and at March 31, 1996.                                                     

On December 1, 1995, the Company entered into an interim construction credit
agreement in an aggregate amount not to exceed $1,840,000 for the construction  
of an office building for two of its subsidiaries. The outstanding balance of   
this credit agreement was $482,000 at December 31, 1995 and $1.8 million at     
March 31, 1996 (unaudited). The agreement provides for an interest rate of      
8.75% during construction. At the completion of construction, the interim       
construction credit agreement will be converted to a term loan. The term loan   
will require monthly principal and interest payments to fully amortize the      
amount over 10 years. The term note will bear a fixed interest rate of 2.25%    
per annum in excess of the treasury rate in effect on the date the term loan    
is signed.                                                                      

Maturities of Long-Term Debt are $7,911,000 in 1996, $7,438,000 in 1997,    
$26,067,000 in 1998, $7,638,000 in 1999, $4,941,000 in 2000 and $640,000        
thereafter.                                                                     

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F. INCOME TAXES                                                                 

The provision for income taxes charged to continuing operations (income     
taxes related to discontinued operations for 1993 were not segregated as the    
amounts were immaterial) is almost exclusively U. S. Federal tax as follows     
(dollars in thousands):                                                         

                                                                [Download Table]

                                                   YEAR ENDED DECEMBER   
                                                           31,           
                                                   --------------------- 
                                                    1995  1994    1993   
                                                   ------ -----  ------- 
                                                                         
Current tax expense............................... $1,534 $ 115  $    30 
Deferred tax expense (benefit)....................  3,217  (200)  (1,700)
                                                   ------ -----  ------- 
Total provision (benefit)......................... $4,751 $ (85) $(1,670)
                                                   ====== =====  ======= 

The deferred tax expense (benefit) includes a decrease in the valuation     
allowance for deferred tax assets of $1,700,000, $3,129,000, and $2,407,000     
for 1995, 1994 and 1993, respectively.                                          

                                                                [Download Table]

                             YEAR ENDED          
                            DECEMBER 31,         
                          ---------------------  
                          1995    1994    1993   
                          -----   -----   -----  
                                                 
Income tax expense at                            
 statutory rate.........   34.0 %  34.0 %  34.0 %
Non-deductible portion                           
 of business expense....    1.4    (2.5)    1.6  
Tax benefit of NOL                               
 utilization............  (10.0)  (33.6)  (90.1) 
Other...................    2.6     1.2     0.9  
                          -----   -----   -----  
Total income tax expense                         
 (benefit)..............   28.0 %  (0.9)% (53.6)%
                          =====   =====   =====  

For federal income tax return purposes, the Company has net operating loss  
carryforwards ("NOLs") of $22,835,000 (net of amounts disallowed pursuant to    
IRC Section 382) that, if not used, will expire in 1998 through 2009. The       
Company also has $1,592,000 of alternative minimum tax credit carryforwards     
available to offset future regular income taxes subject to certain              
limitations. Substantially all of these carryforwards have been recognized for  
financial reporting purposes.                                                   

Temporary differences and carryforwards which give rise to a significant    
portion of deferred tax assets and liabilities are as follows (dollars in       
thousands):                                                                     

                                                                [Download Table]

                                                          DECEMBER 31,    
                                                        ----------------- 
                                                          1995     1994   
                                                        --------  ------- 
                                                                          
Deferred tax assets:                                                      
  Net operating losses.................................  $ 8,696  $ 9,893 
  Alternative minimum tax credits......................    1,592      295 
  All other............................................      398      444 
                                                        --------  ------- 
    Total deferred tax assets..........................   10,686   10,632 
  Valuation allowance..................................     (236)    (967)
                                                        --------  ------- 
    Net deferred tax assets............................ $ 10,450  $ 9,665 
                                                        --------  ------- 
Deferred tax liabilities:                                                 
  Depreciation......................................... $  8,767  $ 6,244 
  Amortization.........................................    1,823    1,074 
  All other............................................    1,177      447 
                                                        --------  ------- 
    Total deferred tax liabilities.....................   11,767    7,765 
                                                        --------  ------- 
    Total net deferred tax (liabilities) assets........ $(1,317)  $ 1,900 
                                                        ========  ======= 

Under SFAS No. 109, a valuation allowance must be established to offset a   
deferred tax asset if, based on the weight of available evidence, it is more    
likely than not that some portion or all of the deferred tax asset will         

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not be realized. At December 31, 1994, the Company evaluated the available      
evidence and believed that it was more likely than not that a portion of the    
deferred tax asset would not be realized. A valuation allowance was recorded    
in the financial statements to offset NOLs which the Company believed would     
not be utilized. At December 31, 1994, the Company recorded a net deferred tax  
asset of $1,900,000, of which $2,271,000 was recorded in non-current assets     
and $371,000 was recorded in current accrued liabilities, the realization of    
which was dependent on the Company's ability to generate taxable income in      
future periods. The Company believed that its estimate of future earnings       
based on contracts in place, the overall improved gas market and its prior      
earnings trend supported the recorded net deferred tax asset.                   

At December 31, 1995, the deferred tax liabilities of the consolidated group
exceeded the deferred tax assets, therefore a deferred tax benefit was          
recorded for the full amount of the remaining federal NOLs. The valuation       
allowance recorded at December 31, 1995 relates to certain state NOLs which     
have not to date been recognized for financial reporting purposes. At December  
31, 1995, the Company has recorded a net deferred tax liability of $1,317,000,  
of which $2,701,000 has been recorded in other current assets and $4,018,000    
has been recorded as long-term deferred taxes payable.                          

G. PREFERRED STOCK                                                              

The Company has been authorized to issue up to 1,000,000 shares of Preferred
Stock, $.01 par value, none of which are issued or outstanding at March 31,     
1996.                                                                           

H. COMMON STOCK AND STOCK OPTIONS                                               

Changes in outstanding Common Stock for the three years ended December 31,  
1995, 1994, and 1993 were as follows (in thousands of shares):                  

                                                                [Download Table]

                                                        YEARS ENDED DECEMBER 31, 
                                                        -------------------------
                                                          1995    1994    1993   
                                                        -------- ----------------
                                                                                 
Outstanding, beginning of year.........................    9,986   9,858   9,130 
Shares issued in exchange for extinguishment of debt...       --      --     700 
Dividend shares issued.................................      505      --      -- 
Shares issued upon exercise of options.................      143     128      28 
                                                        -------- ------- ------- 
Outstanding, end of year...............................   10,634   9,986   9,858 
                                                        ======== ======= ======= 

The Amended and Restated Newpark Resources, Inc. 1988 Incentive Stock Option
Plan (the "1988 Plan") was adopted by the Board of Directors on June 22, 1988   
and thereafter was approved by the stockholders. The 1988 Plan was amended at   
various times by the Board of Directors and stockholders to increase the        
number of shares of Common Stock issuable thereunder to the current level of    
1,050,000 shares. An option may not be granted for an exercise price less than  
the fair market value on the date of grant and may have a term of up to ten     
years.                                                                          

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Stock option transactions for the 1988 Plan for the three years ended       
December 31, 1995, 1994 and 1993 are summarized below:                          

                                                                [Download Table]

                                              YEARS ENDED DECEMBER 31,          
                                        --------------------------------------- 
                                            1995          1994         1993     
                                        ------------  ------------  ----------- 
                                                                                
Outstanding, beginning of year.........      374,981       303,149      215,191 
Options granted........................      387,000       191,000      117,500 
Dividend options granted...............       32,610            --           -- 
Options exercised......................      (87,667)     (119,168)     (27,542)
Options canceled.......................      (22,166)           --       (2,000)
                                        ------------  ------------  ----------- 
Outstanding, end of year...............      684,758       374,981      303,149 
                                        ============  ============  =========== 
Option price per share:                                                         
Outstanding, end-of-year............... $3.80-$18.88  $3.00-$18.75  $3.00-$9.25 

At December 31, 1995 and December 31, 1994, the total number of outstanding 
exercisable options were 145,979 and 54,144, respectively.                      

The 1992 Directors' Stock Option Plan (the "1992 Directors' Plan") was      
adopted on October 21, 1992 by the Compensation Committee and was approved by   
the stockholders in 1993.                                                       

The purpose of the 1992 Directors' Plan was to provide two directors        
("Optionees") additional compensation for their services to Newpark and to      
promote an increased incentive and personal interest in the welfare of Newpark  
by such directors. The Optionees were each granted a stock option to purchase   
52,500 shares of Common Stock at an exercise price of $8.33 per share, the      
fair market value of the Common Stock on the date of grant, for a term of ten   
years. No additional options may be granted under the Directors' Plan. At       
December 31, 1995, 52,500 options had been exercised under this plan.           

The 1993 Non-Employee Directors' Stock Option Plan (the "1993 Non-Employee  
Directors' Plan") was adopted on September 1, 1993 by the Board of Directors    
and was approved by the stockholders in 1994.                                   

The 1993 Non-Employee Directors' Plan is intended to allow each non-employee
director of Newpark to purchase 15,750 shares of Common Stock. Non-employee     
directors are not eligible to participate in any other stock option or similar  
plan currently maintained by Newpark. The purpose of the 1993 Non-Employee      
Directors' Plan is to promote an increased incentive and personal interest in   
the welfare of Newpark by those individuals who are primarily responsible for   
shaping the long-range plans of Newpark, to assist Newpark in attracting and    
retaining on the Board persons of exceptional competence and to provide         
additional incentives to serve as a director of Newpark.                        

Upon the adoption of the 1993 Non-Employee Directors' Plan, the five non-   
employee directors then serving were each granted a stock option to purchase    
15,750 shares of Common Stock at an exercise price of $8.57 per share, the      
fair market value of the Common Stock on the date of grant. In addition, each   
new Non-Employee Director, on the date of his or her election to the Board of   
Directors, automatically will be granted a stock option to purchase 15,750      
shares of Common Stock at an exercise price equal to the fair market value of   
the Common Stock on the date of grant. The determination of fair market value   
of the Common Stock is based on market quotations. On November 2, 1995, the     
Board of Directors adopted, subject to stockholder approval, amendments to the  
Non-Employee Directors' Plan to increase the maximum number of shares issuable  
thereunder from 157,500 to 210,000 and to provide for the automatic grant at    
five year intervals of additional stock options to purchase 10,500 shares of    
Common Stock to each non-employee director who continues to serve on the        
Board. At December 31, 1995, 15,750 options had been exercised under the 1993   
Non-Employee Directors' Plan.                                                   

On November 2, 1995, the Board of Directors adopted, subject to stockholder 
approval, the Newpark Resources, Inc. 1995 Incentive Stock Option Plan (the     
"1995 Plan"), pursuant to which the Compensation                                

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Committee may grant incentive stock options and nonstatutory stock options to   
designated employees of Newpark. Initially, a maximum of 525,000 shares of      
Common Stock may be issued under the 1995 Plan, with such maximum number        
increasing on the last business day of each fiscal year of Newpark, commencing  
with the last business day of the fiscal year ending December 31, 1996, by a    
number equal to 1.25% of the number of shares of Common Stock issued and        
outstanding on the close of business on such date, with a maximum number of     
shares of Common Stock that may be issued upon exercise of options granted      
under the 1995 Plan being limited to 1,312,500.                                 

I. SUPPLEMENTAL CASH FLOW INFORMATION                                           

During 1994, the Company's noncash transactions included the consummation of
the sale of the operations of the Company's marine repair business for          
$661,000 in cash and a $400,000 note receivable.                                

During 1993, the Company's noncash transactions included the issuance of    
735,000 shares of the Company's common stock for extinguishment of certain      
notes payable issued in connection with the assets purchased from Quality       
Mill, Inc. and accrued liabilities incurred with the purchase of other fixed    
assets. Additionally, the Company sold property with a book value of $250,000   
in exchange for $100,000 in cash and a $400,000 note receivable.                

Included in accounts payable and accrued liabilities at December 31, 1995,  
1994 and 1993 were equipment purchases of $4,141,000, $774,000 and $933,000,    
respectively. Also included are notes payable for equipment purchases in the    
amount of $257,000 and $635,000 for 1995 and 1993, respectively. Included in    
accounts payable and accrued liabilities at March 31, 1996 and 1995             
(unaudited) were equipment purchases of $1,040,000 and $419,000, respectively.  
Also included are notes payable for equipment purchases in the amount of        
$351,000 at March 31, 1996 (unaudited).                                         

Interest of $4,235,000, $2,713,000 and $1,912,000 was paid in 1995, 1994 and
1993, respectively, and interest of $986,000 and $892,000 was paid during the   
three months ended March 31, 1996 and 1995 (unaudited), respectively. Income    
taxes of $51,000, $90,200 and $82,000 were paid in 1995, 1994 and 1993,         
respectively, and income taxes of $1,218,000 were paid during the three months  
ended March 31, 1996 (unaudited). No income taxes were paid during the three    
months ended March 31, 1995.                                                    

J. COMMITMENTS AND CONTINGENCIES                                                

Newpark and its subsidiaries are involved in litigation and other claims or 
assessments on matters arising in the normal course of business. In the         
opinion of management, any recovery or liability in these matters will not      
have a material adverse effect on Newpark's consolidated financial statements.  

During 1992, the State of Texas assessed additional sales taxes for the     
years 1988-1991. The Company has filed a petition for redetermination with the  
Comptroller of Public Accounts. The Company believes that the ultimate          
resolution of this matter will not have a material adverse effect on the        
consolidated financial statements.                                              

In the normal course of business, in conjunction with its insurance         
programs, the Company has established letters of credit in favor of certain     
insurance companies in the amount of $2,000,000 at March 31, 1996 (unaudited),  
and $2,825,000 at December 31, 1995 and December 31, 1994. At December 31,      
1995 and March 31, 1996 (unaudited), the Company had outstanding guaranty       
obligations totaling $469,000 and $453,000, respectively, in connection with    
facility closure bonds issued by an insurance company.                          

Since May 1988, the Company has held the exclusive right to use a patented  
prefabricated mat system with respect to the oil and gas exploration and        
production industry within the State of Louisiana. On June 20, 1994, the        
Company entered into a new license agreement by which it obtained the           
exclusive right to use the same patented prefabricated mat system, without      
industry restriction, throughout the continental United States. The license     
agreement requires, among other things, that the company purchase a minimum of  
20,000 mats annually                                                            

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through 2003. The Company has met this annual mat purchase requirement since    
the inception of the agreement. Any purchases in excess of that level may be    
applied to future annual requirements. The Company's annual commitment to       
maintain the agreement in force is currently estimated to be $4,600,000.        

At December 31, 1995 and March 31, 1996 (unaudited), the Company had        
outstanding a letter of credit in the amount of $3,816,000 issued to a state    
regulatory agency to assure funding for future site closure obligations at its  
NORM processing facility.                                                       

The Company leases various manufacturing facilities, warehouses, office     
space, machinery and equipment and transportation equipment under operating     
leases with remaining terms ranging from one to ten years with various renewal  
options. Substantially all leases require payment of taxes, insurance and       
maintenance costs in addition to rental payments. Total rental expenses of      
continuing operations for all operating leases were $5,210,000, $4,049,000 and  
$4,226,000, in 1995, 1994 and 1993, respectively.                               

Future minimum payments under noncancelable operating leases, with initial  
or remaining terms in excess of one year are: $1,683,000 in 1996; $1,192,000    
in 1997; $924,000 in 1998; $859,000 in 1999; $781,000 in 2000; and $562,000     
thereafter.                                                                     

Capital lease commitments are not significant.                              

K. BUSINESS AND CREDIT CONCENTRATION                                            

During 1995, one customer accounted for approximately 16% of total revenue  
($15,890,000). In 1993 and 1994, the Company did not derive ten percent or      
more of its revenues from sales to any single customer.                         

Export sales are not significant.                                           

L. CONCENTRATIONS OF CREDIT RISK                                                

Financial instruments which potentially subject the Company to significant  
concentrations of credit risk consist principally of cash investments and       
trade accounts and notes receivable.                                            

The Company maintains cash and cash equivalents with various financial      
institutions. These financial institutions are located throughout the           
Company's trade area and company policy is designed to limit exposure to any    
one institution. The Company performs periodic evaluations of the relative      
credit standing of these financial institutions which are considered in the     
Company's investment strategy.                                                  

Concentrations of credit risk with respect to trade accounts and notes      
receivable are limited due to the large number of entities comprising the       
Company's customer base and, for notes receivable, the required collateral.     
The Company maintains an allowance for losses based upon the expected           
collectibility of accounts and notes receivable.                                

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M. SUPPLEMENTAL SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)                   

                                                                [Download Table]

                                                     QUARTER ENDED              
                                       -----------------------------------------
                                       MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
                                       -------- ------- ------------ -----------
                                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 
                                                                                
1996:                                                                           
Revenues.............................. $26,767                                  
Operating income......................   6,092                                  
Net income............................   3,316                                  
Net income per share..................     .31                                  
1995:                                                                           
Revenues.............................. $22,209  $22,454   $24,793      $28,526  
Operating income......................   3,711    4,789     5,529        6,951  
Net income............................   2,490    3,206     2,700        3,840  
Net income per share..................     .24      .30       .26          .36  
1994:                                                                           
Revenues.............................. $17,146  $19,396   $21,169      $21,921  
Operating income......................   2,288    2,843     3,165        3,595  
Net income............................   1,740    2,273     2,436        2,945  
Net income per share..................     .17      .22       .23          .28  

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INDEPENDENT AUDITORS REPORT 

To the Board of Directors                                                       
Sanifill, Inc.                                                                  

We have audited the accompanying statements of net assets of the marine NOW 
service business of Campbell Wells, Ltd. (the "Acquired Business") as of        
December 31, 1995 and 1994, and the related statements of operations for each   
of the three years in the period ended December 31, 1995. These financial       
statements are the responsibility of the management of Campbell Wells, Ltd.     
Our responsibility is to express an opinion on these financial statements       
based on our audits.                                                            

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, such financial statements present fairly, in all material   
respects, the statements of net assets of the Acquired Business, as of          
December 31, 1995 and 1994, and the results of operations of the Acquired       
Business for each of the three years in the period ended December 31, 1995 in   
conformity with generally accepted accounting principles.                       

DELOITTE & TOUCHE LLP                                                           

New Orleans, Louisiana                                                          
June 6, 1996                                                                    

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CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS 

STATEMENTS OF NET ASSETS

                                                                [Download Table]

                                                   DECEMBER 31,                
                                               --------------------  MARCH 31, 
                                                  1995      1994       1996    
                                               ---------- --------- -----------
                                                                    (UNAUDITED)
                                                                               
PROPERTY AND EQUIPMENT                                                         
  Buildings and facilities.................... $  300,029 $ 105,258 $  327,949 
  Equipment...................................  2,260,588   556,428  2,331,666 
  Furniture and fixtures......................    289,997   241,155    358,948 
  Vehicles....................................    539,130    74,799    626,850 
  Leasehold improvements......................    226,867   194,699    289,152 
                                               ---------- --------- ---------- 
                                                3,616,611 1,172,339  3,934,565 
Less accumulated depreciation and                                              
 amortization.................................  1,383,535   503,992  1,403,219 
                                               ---------- --------- ---------- 
                                                2,233,076   668,347  2,531,346 
CAPITAL LEASE OBLIGATION......................    468,311        --    444,439 
                                               ---------- --------- ---------- 
NET ASSETS.................................... $1,764,765 $ 668,347 $2,086,907 
                                               ========== ========= ========== 

See accompanying notes to financial statements

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CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS 

STATEMENTS OF OPERATIONS

                                                                [Download Table]

                                                                  THREE MONTHS     
                               YEARS ENDED DECEMBER 31          ENDED MARCH 31,    
                         ----------------------------------- ----------------------
                            1995        1994        1993        1996        1995   
                         ----------- ----------- ----------- ----------- ----------
                                                                  (UNAUDITED)      
                                                                                   
Revenues................ $18,837,073 $15,368,935 $10,966,968 $ 5,591,672 $3,609,391
Costs of operations.....  12,007,350   9,745,841   7,371,250   3,539,372  2,636,321
                         ----------- ----------- ----------- ----------- ----------
Gross profit............   6,829,723   5,623,094   3,595,718   2,052,300    973,070
Selling, general and                                                               
 administrative.........   1,945,619   1,627,348   1,393,359     488,806    412,618
                         ----------- ----------- ----------- ----------- ----------
Operating income........   4,884,104   3,995,746   2,202,359   1,563,494    560,452
Income taxes............   1,660,595   1,358,553     748,802     531,588    190,554
                         ----------- ----------- ----------- ----------- ----------
Net income.............. $ 3,223,509 $ 2,637,193 $ 1,453,557 $ 1,031,906 $  369,898
                         =========== =========== =========== =========== ==========

See accompanying notes to financial statements

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CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS 

NOTES TO FINANCIAL STATEMENTS 

A. BASIS OF PRESENTATION                                                        

On June 5, 1996, Newpark Resources, Inc. ("Newpark") entered into an Asset  
Purchase and Lease Agreement with Sanifill, Inc. ("Sanifill") and Campbell      
Wells Ltd. ("Campbell Wells"), a wholly owned subsidiary of Sanifill, for the   
purchase and lease of certain marine related assets of the nonhazardous         
oilfield waste ("NOW") service business of Campbell Wells (the "Acquired        
Business"). If the transaction is consummated, Newpark will purchase            
substantially all of Campbell Wells non-landfarm assets and will assume leases  
associated with five transfer stations located along the Gulf Coast and three   
receiving docks at the landfarm facilities operated by Campbell Wells. The      
accompanying financial statements have been prepared from the historical books  
and records of Campbell Wells and present (1) the assets of the Acquired        
Business as of December 31, 1995 and 1994 and (2) the results of operations of  
the Acquired Business for the years ended December 31, 1995, 1994, and 1993.    
Since only certain net assets are being acquired, statements of financial       
position and cash flows of the marine related NOW service business are not      
applicable.                                                                     

The statements of operations may not necessarily be indicative of the       
results of operations that would have been realized had the Acquired Business   
been operated as a stand-alone entity or as an unaffiliated entity. The         
statements of operations include an allocation of selling, general and          
administrative expense based on a percentage of revenues. Campbell Wells        
believes this allocation is reasonable.                                         

As a wholly owned subsidiary of Sanifill, Campbell Wells maintained a       
noninterest-bearing intercompany account with Sanifill for recording the        
parent company's investment, intercompany charges for costs and expenses, and   
intercompany transfers of cash, among other transactions. It is not feasible    
to ascertain the portion of the intercompany account related solely to the      
Acquired Business, and, consequently, the amount of related interest expense    
or interest income which would have been recorded in the accompanying           
statements of operations had the intercompany account been interest-bearing.    

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities,     
the disclosure of contingent assets and liabilities at the date of the          
financial statements and the reported amounts of revenues and expenses during   
the reporting period. Actual results could differ from those estimates.         

Property and Equipment--Property and equipment are stated at cost, less     
accumulated depreciation. Expenditures for property and equipment and items     
which substantially increase the useful lives of existing assets are            
capitalized at cost and depreciated. Depreciation is provided using the         
straight-line method in amounts considered sufficient to amortize the cost of   
the depreciable assets to operations over their estimated services lives.       
Leasehold improvements are amortized over the lives of the respective leases    
or their estimated service lives, whichever is shorter. Equipment leased under  
capital leases is amortized over the normal depreciation policy for owned       
assets. Depreciation expense for each of the three years in the period ended    
December 31, 1995 was approximately $194,000, $150,000 and $116,000,            
respectively. The periods used in determining depreciation and amortization     
follow:                                                                         

                                                                [Download Table]

                                        PERIOD   
                                      -----------
                                                 
Buildings and leasehold improvements  10-30 years
Vehicles and equipment                  3-7 years
Furniture and fixtures                  3-7 years

Differences in useful lives are due to differences in lease terms or        
estimated lives for the different locations.                                    

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Revenue Recognition--Revenues in the Acquired Business are primarily        
comprised of disposal and barge cleaning fees. Disposal revenue is recognized   
once the waste is unloaded at the disposal or transfer facility.                

Income Taxes--The operations of Campbell Wells and the Acquired Business    
were included in the consolidated U.S. federal income tax return of Sanifill,   
Inc. Campbell Wells, Ltd. assumed a federal tax rate of 34% of taxable income.  
The allocation did not distinguish between current and deferred income taxes.   
State income taxes were not material.                                           

C. LEASE COMMITMENTS                                                            

In the operation of the Acquired Business, Campbell Wells leases various    
barges and tug boats, machinery and equipment, and transfer facilities under    
operating leases with remaining terms ranging from one to five years with       
various renewal options. Substantially all leases require payment of taxes,     
insurance and maintenance costs in addition to rental payments. Total rental    
expenses for all operating leases were approximately $1,862,000, $2,245,000     
and $2,011,000 for the years ended December 31, 1995, 1994 and 1993,            
respectively.                                                                   

Future minimum payments under noncancelable operating leases with initial or
remaining terms in excess of one year are $895,000 in 1996, $419,000 in 1994,   
$346,000 in 1998, $347,000 in 1999 and $237,000 in 2000.                        

Property plant and equipment at December 31 includes the following amounts  
related to capital leases:                                                      

                                                                [Download Table]

                                                               DECEMBER 31,     
                                                             ------------------ 
                                                               1995      1994   
                                                             --------  -------- 
                                                                                
Equipment leased under capital leases....................... $545,730  $118,658 
Less accumulated depreciation...............................  (89,658)   (3,956)
                                                             --------  -------- 
                                                             $456,072  $114,702 
                                                             ========  ======== 

Depreciation expense provided on these assets was $85,702 and $3,956 during 
1995 and 1994, respectively.                                                    

The following is a schedule by years of future minimum lease payments under 
these capital leases together with the present value of the net minimum lease   
payments.                                                                       

                                                                [Download Table]

YEARS ENDED DECEMBER 31:                                                        
------------------------                                                        
                                                                                
   1996............................................................... $133,451 
   1997...............................................................  133,451 
   1998...............................................................  133,451 
   1999...............................................................  128,604 
   2000...............................................................   28,104 
                                                                       -------- 
   Total minimum lease payments.......................................  557,061 
   Less interest portion..............................................  (88,750)
                                                                       -------- 
   Present value of net minimum lease payments........................ $468,311 
                                                                       ======== 

The carrying value of the capital lease obligation approximates the fair    
value.                                                                          

D. CONTINGENCIES                                                                

Campbell Wells is involved in certain claims and litigation arising in the  
normal course of Acquired Business. In the opinion of Campbell Wells, the       
ultimate resolution of these matters will not have a material adverse effect    
on the financial statements of the Acquired Business.                           

F-21  

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E. MAJOR CUSTOMERS                                                              

Revenue from various customers of the Acquired Business for the years ended 
December 31, 1995, 1994 and 1993, which amounted to 10% or more of total        
revenues were as follows:                                                       

                                                                [Download Table]

                                         1995           1994           1993     
                                    -------------- -------------- --------------
                                    AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
                                    ------ ------- ------ ------- ------ -------
                                                   (IN THOUSANDS)               
                                                                                
Customer A......................... $3,384  18.0%      --    --       --    --  
Customer B.........................  2,170  11.5%  $1,625  10.5%      --    --  
Customer C.........................  1,345   7.0%   1,618  10.5%  $1,731  15.0% 

F-22

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Aerial view, looking south towards the Gulf of Mexico (about six miles          
distant), of the Port Arthur NOW and NORM transfer facilities. The location     
was chosen for its proximity to the Intracoastal Waterway connecting the        
transfer stations and ready truck access to the injection disposal facilities   
about thirty miles to the west.                                                 

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-  
FORMATION 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 ANY UNDERWRITER. 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 SUBSE-    
QUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF     
NEWPARK SINCE SUCH DATE.                                                        

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

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Available Information.....................................................    3 
Incorporation of Certain Documents by Reference...........................    3 
Prospectus Summary........................................................    4 
Risk Factors..............................................................    9 
The Acquisition...........................................................   11 
Price Range of Common Stock and Dividends.................................   13 
Use of Proceeds...........................................................   14 
Capitalization............................................................   14 
Pro Forma Financial Information...........................................   15 
Selected Historical Financial Data........................................   19 
Management's Discussion and Analysis of Financial Condition and Results of      
 Operations...............................................................   21 
Business..................................................................   27 
Management................................................................   42 
Principal Stockholders....................................................   43 
Description of Capital Stock..............................................   44 
Underwriting..............................................................   46 
Notice to Canadian Residents..............................................   47 
Legal Matters.............................................................   48 
Experts...................................................................   48 
Index to Consolidated Financial Statements................................  F-1 

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

Newpark Resources, Inc. 

3,000,000 Shares  

Common Stock  
($.01 par value)  

PROSPECTUS  

CS First Boston 

Deutsche Morgan Grenfell  

The Robinson-Humphrey 
Company, Inc. 

Jefferies & Company, Inc. 

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B4’ Filing		Date		First		Last			Other Filings
		6/29/00		25
		12/31/98		14		58			10-K405
		1/1/97		39
		12/31/96		55		62			10-K,  10-K405/A
		9/10/96		12
		8/12/96		1					8-K
Filed on:		8/7/96
		8/6/96		1		46			S-3/A
		7/31/96		43		44
		7/12/96		43
		6/30/96		4		57			10-Q
		6/10/96		4		28
		6/6/96		65
		6/5/96		6		68			8-K
		5/21/96		4		32
		4/24/96		26					DEF 14A
		3/31/96		7		63			10-Q
		3/1/96		50
		1/1/96		56
		12/31/95		3		70			10-K
		12/30/95		13
		12/6/95		13
		12/5/95		13
		12/1/95		58
		11/30/95		13
		11/2/95		61
		6/30/95		4					10-Q
		6/29/95		22
		3/31/95		7		62			10-Q
		2/1/95		31
		1/20/95		31
		1/9/95		39
		1/1/95		15
		12/31/94		23		70
		10/21/94		32
		6/20/94		62
		12/31/93		24		70
		12/30/93		56
		11/1/93		40
		9/1/93		61
		3/3/93		39
		1/1/93		53
		10/21/92		61
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