NEWPARK RESOURCES INC
10-Q/A, 1997-12-05
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  FORM 10-Q/A
                                AMENDMENT NO. 1

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


  For the quarterly period ended June 30, 1997     Commission File No. 1-2960


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


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


   3850 N. CAUSEWAY, SUITE 1770                 
      METAIRIE, LOUISIANA                                70002
(Address of principal executive offices)               (Zip Code)


                                 (504) 838-8222
                        (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes        X          No   
                          -----------            ----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

Common Stock, $0.01 par value: 31,829,269 shares at August 12, 1997

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PART II

ITEM 4       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  (a)    Newpark Resources, Inc. held an Annual Meeting of Stockholders on May
         14, 1997.

  (b)    The following seven directors were elected at that meeting to serve
         until the next Annual Stockholders' Meeting, with the following votes
         cast:

<TABLE>
<S>                                             <C>
                                                   For
                                                   ---
Dibo Attar                                      11,400,988
William Thomas Ballantine                       11,401,008
James D. Cole                                   11,400,643
W. W. Goodson                                   11,400,860
David P. Hunt                                   11,401,041
Alan Kaufman                                    11,401,041
James H. Stone                                  11,401,024
</TABLE>

         There were 13,835 votes withheld from voting on the directors.

  (c)    The shareholders approved the amendment to Newpark's Certificate of
         Incorporation to effect a two-for-one stock split and increase the
         authorized number of shares of Common Stock from 20,000,000 to
         80,000,000.  There were 8,432,527 votes cast in favor of the
         amendment, 3,086,512 votes cast against the amendment, and 18,804
         votes abstained from voting on the amendment.


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                            NEWPARK RESOURCES, INC.

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




Date:    December 4, 1997


                                 NEWPARK RESOURCES, INC.
                                 
                                 
                                 
                                 
                                 By:  /s/Matthew W. Hardey                    
                                      ----------------------------------------
                                      Matthew W. Hardey, Vice President
                                           and Chief Financial Officer





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