NEWPARK RESOURCES INC, S-4/A, 1998-02-17

NEWPARK RESOURCES INC
S-4/A, 1998-02-17
REFUSE SYSTEMS

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<PAGE>

As filed with the Securities and Exchange Commission on February 17, 1998
Registration No. 333-45197

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

Delaware 1389 72-1123385
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(504) 838-8222
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

JAMES D. COLE, PRESIDENT
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(504) 838-8222
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:
HOWARD Z. BERMAN, ESQ.
ERVIN, COHEN & JESSUP LLP
9401 WILSHIRE BOULEVARD, 9TH FLOOR
BEVERLY HILLS, CALIFORNIA 90212
(310) 273-6333

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

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this Registration
Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
---------

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
---------

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
<PAGE>

TABLE OF ADDITIONAL REGISTRANTS

STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL
EXACT NAME OF REGISTRANT AS INCORPORATION OR CLASSIFICATION CODE I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER IDENTIFICATION NO.
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

SOLOCO, L.L.C. Louisiana 1389 72-1286785

SOLOCO Texas, L.P. Texas 1389 72-1284720

Batson-Mill, L.P. Texas 2421 72-1284721

Newpark Texas, L.L.C. Louisiana 6719 72-1286789

Newpark Holdings, Inc. Louisiana 6719 72-1286594

Newpark Environmental Louisiana 1389 72-0770718
Management Company L.L.C.

Newpark Environmental Texas 1389 72-1312748
Services of Texas L.P.

Newpark Drilling Fluids, Inc. Texas 2899 76-0294800

Supreme Contractors, Inc. Louisiana 1389 72-1089713

Excalibar Minerals, Inc. Texas 3295 93-1055876

Excalibar Minerals of LA, Louisiana 3295 72-1363543
L.L.C.

Chemical Technologies, Inc. Texas 2899 76-0476109

Newpark Texas Drilling Fluids, Texas 2899 76-0514960
L.P.

NES Permian Basin, L.P. Texas 1389 72-1397586

Newpark Environmental Delaware 1389 72-1335837
Services, Inc.

NID, L.P. Texas 1389 72-1347084

Bockmon Construction Texas 1389 74-1536217
Company, Inc.

Newpark Environmental Mississippi 1389 72-1373214
Services Mississippi, L.P.

Newpark Shipholding Texas, Texas 6719 72-1286763
L.P.
Mallard & Mallard of LA, Inc. Louisiana 6719 74-2062791

</TABLE>

(1) The address, including zip code, and telephone number, including area code,
of each of the additional Registrant's executive offices is 3850 North
Causeway, Suite 1770, Metairie, Louisiana 70002, (504) 838-8222, and the
name, address, including zip code, and telephone number, including area
code, of agent for service, is James D. Cole, c/o Newpark Resources, Inc.,
3850 North Causeway, Suite 1770, Metairie, Louisiana 70002, (504) 838-8222.
<PAGE>

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

4.1 Indenture, dated as of December 17, 1997, among Newpark Resources,
Inc., each of the Guarantors identified therein and State Street Bank
and Trust Company, as Trustee.*
4.2 Registration Rights Agreement, dated as of December 10, 1997, among
Newpark Resources, Inc., each of the Guarantors identified therein,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Morgan
Grenfell Inc., and Salomon Brothers Inc.*
4.3 Form of the Newpark Resources, Inc. 8-5/8% Senior Subordinated Notes
due 2007, Series A (contained in the Indenture filed as Exhibit 4.1).*
4.4 Form of the Newpark Resources, Inc. 8-5/8% Senior Subordinated Notes
due 2007, Series B (contained in the Indenture filed as Exhibit 4.1).*
4.5 Form of Guarantees of the Newpark Resources, Inc. 8-5/8% Senior
Subordinated Notes due 2007 (contained in the Indenture filed as
Exhibit 4.1).*
5.1 Opinion of Ervin, Cohen & Jessup LLP.*
10.1 Purchase Agreement, dated as of December 10, 1997, among Newpark
Resources, Inc., each of the Guarantors identified therein, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Morgan Grenfell
Inc., and Salomon Brothers Inc.*
12.1 Statements re computation of ratios of earnings to fixed charges.*
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Ervin, Cohen & Jessup LLP (included in Exhibit 5.1).*
24.1 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of State Street Bank and Trust Company.*
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
99.4 Form of Letter to Clients.
- ------------
* Previously filed.

II-1
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Metairie, State of Louisiana on February 13, 1998.

NEWPARK RESOURCES, INC.

By /s/ Matthew W. Hardey
----------------------------------------
Matthew W. Hardey, Vice President of
Finance and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board, February 13, 1998
- --------------------------- President and Chief
James D. Cole Executive Officer

/s/ Matthew W. Hardey Vice President of Finance February 13, 1998
- --------------------------- and Chief Financial
Matthew W. Hardey Officer

Kathleen D. Lacoste* Controller February 13, 1998
- ---------------------------
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- --------------------------- and Director
Wm. Thomas Ballantine

Dibo Attar* Director February 13, 1998
--------------------------
Dibo Attar

W.W. Goodson* Director February 13, 1998
- ---------------------------
W. W. Goodson

David P. Hunt* Director February 13, 1998
- ---------------------------
David P. Hunt

Dr. Alan J. Kaufman* Director February 13, 1998
- ---------------------------
Dr. Alan J. Kaufman

James H. Stone* Director February 13, 1998
- ---------------------------
James H. Stone

*By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact

II-2
<PAGE>

SIGNATURES

SOLOCO, L.L.C.

By /s/ Matthew W. Hardey
-------------------------------------
Matthew W. Hardy, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board and February 13, 1998
- ------------------------- Chief Executive Officer
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer)
Matthew W. Hardey

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- --------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and Director February 13, 1998
--------------------------
Wm. Thomas Ballantine

Ronald Latiolais* President and Director February 13, 1998
- ---------------------------
Ronald Latiolais

*By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact

II-3
<PAGE>

SIGNATURES

SOLOCO TEXAS, L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
-----------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- --------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ---------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- ----------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
--------------------------
Matthew W. Hardey
Attorney-in-Fact

II-4
<PAGE>

SIGNATURES

BATSON-MILL, L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- -------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- --------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- ---------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
-------------------------
Matthew W. Hardey
Attorney-in-Fact

II-5
<PAGE>

SIGNATURES

NEWPARK TEXAS, L.L.C.

By /s/ Matthew W. Hardey
-------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- -------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- -------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- --------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
----------------------------
Matthew W. Hardey
Attorney-in-Fact

II-6
<PAGE>

SIGNATURES

NEWPARK HOLDINGS, INC.

By /s/ Matthew W. Hardey
-------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- -------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- --------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- ---------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
--------------------------
Matthew W. Hardey
Attorney-in-Fact

II-7
<PAGE>

SIGNATURES

NEWPARK ENVIRONMENTAL
MANAGEMENT COMPANY, L.L.C.

By /s/ Matthew W. Hardey
----------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- ----------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ---------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ---------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
- ----------------------------- Director
Wm. Thomas Ballantine

Frank Boudreaux* President and Director February 13, 1998
- -----------------------------
Frank Boudreaux

*By: /s/ Matthew W. Hardey
---------------------------
Matthew W. Hardey
Attorney-in-Fact

II-8
<PAGE>

SIGNATURES

NEWPARK ENVIRONMENTAL SERVICES OF
TEXAS L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- --------------------------- Financial Officer)
Matthew W. Hardey and Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ---------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- ----------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
------------------------------
Matthew W. Hardey
Attorney-in-Fact

II-9
<PAGE>

SIGNATURES

NEWPARK DRILLING FLUIDS, INC.

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- -------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- --------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
- --------------------------- Director
Wm. Thomas Ballantine

James A. Sampey* President and Director February 13, 1998
- ---------------------------
James A. Sampey

*By: /s/ Matthew W. Hardey
---------------------------
Matthew W. Hardey
Attorney-in-Fact

II-10
<PAGE>

SIGNATURES

SUPREME CONTRACTORS, INC.

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- --------------------------- Financial Officer)
Matthew W. Hardey

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ---------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
--------------------------- Director
Wm. Thomas Ballantine

Mark L. Phillips* President and Director February 13, 1998
- ----------------------------
Mark L. Phillips

Ronald Latiolais* Vice President and February 13, 1998
- ---------------------------- Director
Ronald Latiolais

*By: /s/ Matthew W. Hardey
--------------------------
Matthew W. Hardey
Attorney-in-Fact

II-11
<PAGE>

SIGNATURES

EXCALIBAR MINERALS, INC.

By /s/ Matthew W. Hardey
-----------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- ---------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ----------------------------- Financial Officer)
Matthew W. Hardey and Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ----------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
- ----------------------------- Director
Wm. Thomas Ballantine

Thomas E. Eisenman* President and Director February 13, 1998
- -----------------------------
Thomas E. Eisenman

*By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact

II-12
<PAGE>

SIGNATURES

EXCALIBAR MINERALS OF LA., L.L.C.

By /s/ Matthew W. Hardey
-------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer)
Matthew W. Hardey and Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- -------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
- -------------------------- Director
Wm. Thomas Ballantine

Thomas E. Eisenman* President and Director February 13, 1998
- --------------------------
Thomas E. Eisenman

*By: /s/ Matthew W. Hardey
---------------------
Matthew W. Hardey
Attorney-in-Fact

II-13
<PAGE>

SIGNATURES

CHEMICAL TECHNOLOGIES, INC.

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer)
Matthew W. Hardey and Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- -------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
- -------------------------- Director
Wm. Thomas Ballantine

James A. Sampey* President and Director February 13, 1998
- --------------------------
James A. Sampey

*By: /s/ Matthew W. Hardey
----------------------
Matthew W. Hardey
Attorney-in-Fact

II-14
<PAGE>

SIGNATURES

NEWPARK TEXAS DRILLING FLUIDS, L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer)
Matthew W. Hardey and Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- -------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- -------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
---------------------
Matthew W. Hardey
Attorney-in-Fact

II-15
<PAGE>

SIGNATURES

NES PERMIAN BASIN, L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
-------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- ---------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ---------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ---------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- ---------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact

II-16
<PAGE>

SIGNATURES

NEWPARK ENVIRONMENTAL SERVICES, INC.

By /s/ MATTHEW W. HARDEY
-------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- -------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Vice President and February 13, 1998
- -------------------------- Director Officer
Wm. Thomas Ballantine

Frank Boudreaux* President and Director February 13, 1998
- --------------------------
Frank Boudreaux

*By: /s/ Matthew W. Hardey
-------------------------
Matthew W. Hardey
Attorney-in-Fact

II-17
<PAGE>

SIGNATURES

NID, L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- ---------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- --------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- --------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- --------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact

II-18
<PAGE>

SIGNATURES

BOCKMON CONSTRUCTION COMPANY, INC.

By /s/ Matthew W. Hardey
-----------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- -------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ------------------------- Officer
Kathleen D. Lacoste

Hill Dishman* President and Director February 13, 1998
- -------------------------
Hill Dishman

Ronald Latiolais* Vice President and February 13, 1998
- ------------------------- Director
Ronald Latiolais

*By: /s/ Matthew W. Hardey
-----------------------
Matthew W. Hardey
Attorney-in-Fact

II-19
<PAGE>

SIGNATURES

NEWPARK ENVIRONMENTAL SERVICES
MISSISSIPPI, L.P

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
-----------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- -------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- ------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
-----------------------
Matthew W. Hardey
Attorney-in-Fact

II-20
<PAGE>

SIGNATURES

NEWPARK SHIPHOLDING TEXAS, L.P.

By: Newpark Holdings, Inc., General Partner

By /s/ Matthew W. Hardey
-----------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* President and Director February 13, 1998
- --------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- -------------------------- Financial Officer) and
Matthew W. Hardey Director

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- -------------------------- Officer
Kathleen D. Lacoste

Wm. Thomas Ballantine* Executive Vice President February 13, 1998
- -------------------------- and Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact

II-21
<PAGE>

SIGNATURES

MALLARD & MALLARD OF LA, INC.

By /s/ Matthew W. Hardey
------------------------------------
Matthew W. Hardey, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

James D. Cole* Chairman of the Board February 13, 1998
- ------------------------
James D. Cole

/s/ Matthew W. Hardey Vice President (Principal February 13, 1998
- ------------------------- Financial Officer)
Matthew W. Hardey

Kathleen D. Lacoste* Principal Accounting February 13, 1998
- ------------------------- Officer
Kathleen D. Lacoste

Ronald Latiolais* President and Director February 13, 1998
- -------------------------
Ronald Latiolais

Wm. Thomas Ballantine* Vice President and February 13, 1998
- ------------------------- Director
Wm. Thomas Ballantine

*By: /s/ Matthew W. Hardey
-----------------------
Matthew W. Hardey
Attorney-in-Fact

II-22

<PAGE>

EXHIBIT 99.1

NEWPARK RESOURCES, INC.

LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES A
IN EXCHANGE FOR
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B,

THE ISSUANCE OF WHICH HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933

PURSUANT TO THE PROSPECTUS DATED FEBRUARY , 1998

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON MARCH , 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").

DELIVER TO THE EXCHANGE AGENT:

STATE STREET BANK AND TRUST COMPANY

By Mail: By Facsimile By Overnight or Hand
(registered or certified Transmission Delivery:
recommended) State Street Bank and
State Street Bank and (for Eligible Trust Company
Trust Company Institutions only) (617) Corporate Trust Department
664-5290
P.O. Box 778 Attention: Sandra Two International Place
Boston, MA 02102-0078 Szczsponik Confirm by Fourth Floor
Attention: Sandra Telephone: Boston, MA 02102-0078
Szczsponik (617) 664-5314 Attention: Sandra
Szczsponik

For information or confirmation by telephone: (617) 664-5314

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

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
<PAGE>

The undersigned hereby acknowledges receipt and review of the Prospectus
dated February , 1998 (the "Prospectus") of Newpark Resources, Inc., a
Delaware corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange its 8 5/8% Senior Subordinated Notes Due 2007,
Series B (the "Exchange Notes"), the issuance of which has been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant
to a Registration Statement of which the Prospectus is a part, for a like
principal amount of its outstanding 8 5/8% Senior Subordinated Notes Due 2007,
Series A (the "144A Notes"), upon the terms and subject to the conditions set
forth in the Prospectus. Capitalized terms used but not defined herein have
the respective meanings given to them in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended. The
Company will notify the Exchange Agent of any extension by oral or written
notice and will make a public announcement thereof, each prior to 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date.

Registered Holders of Exchange Notes on the relevant record date for the
first interest payment date following the consummation of the Exchange Offer
will receive interest accruing from the most recent date to which interest has
been paid on the 144A Notes or, if no interest has been paid, from December
17, 1997. 144A Notes accepted for exchange will cease to accrue interest from
and after the date of consummation of the Exchange Offer. Holders whose 144A
Notes are accepted for exchange will not receive any payment in respect of
accrued interest on such 144A Notes otherwise payable on any interest payment
date the record date for which occurs on or after consummation of the Exchange
Offer.

This Letter of Transmittal is to be used either if (i) certificates
representing 144A Notes are to be physically delivered to State Street Bank
and Trust Company (the "Exchange Agent") herewith by Holders, (ii) tender of
144A Notes is to be made by book-entry transfer to an account maintained by
the Exchange Agent at The Depository Trust Company (the "Depository"),
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering" in the Prospectus by any financial institution that is a
participant in the Depository and whose name appears on a security position
listing as the owner of 144A Notes, or (iii) tender of 144A Notes is to be
made according to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures." Even if
the tender of 144A Notes is made by book-entry transfer, delivery of this
Letter of Transmittal and any other required documents must be made to the
Exchange Agent.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The term "Holder" with respect to the Exchange Offer means any person in
whose name 144A Notes are registered on the books of the Company or any other
person who has obtained a properly completed assignment from the registered
holder or any participant in the Depository's system whose name appears on a
security position as the holder of such 144A Notes and who desires to deliver
144A Notes by book-entry transfer at the Depository. All Holders of 144A Notes
who wish to tender their 144A Notes must, prior to the Expiration Date: (i)
complete, sign and deliver this Letter of Transmittal, or a facsimile thereof,
to the Exchange Agent, in person or to the address set forth above, and (ii)
tender (and not withdraw) their 144A Notes or, if a tender of 144A Notes is to
be made by book-entry transfer to the account maintained by the Exchange Agent
at the Depository, confirm such book-entry transfer, in each case in
accordance with the procedures for tendering described in the Prospectus and
the Instructions to this Letter of Transmittal. Holders of 144A Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or book-entry confirmation and all other documents required by
this Letter of Transmittal to be delivered to the Exchange Agent on or prior
to the Expiration Date, may tender their 144A Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. See Instruction 2.

The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer. Holders who wish to tender their 144A Notes
must complete this Letter of Transmittal in its entirety.

2
<PAGE>

For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered 144A Notes when, as and if the Company
has given oral or written notice thereof to the Exchange Agent. Any tendered
144A Notes that are not accepted for exchange pursuant to the Exchange Offer
for any reason will be returned (except as otherwise indicated below with
respect to tenders through the Depository), without expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions", as promptly as
practicable after the Expiration Date.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.

List below the 144A Notes to which this Letter of Transmittal relates. If
the space below is inadequate, list the registered numbers and principal
amounts on a separate signed schedule and affix the list to this Letter of
Transmittal.

DESCRIPTION OF 144A NOTES TENDERED
- -------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED 144A NOTE(S) TENDERED
HOLDER(S) EXACTLY AS NAME(S)
APPEAR(S) ON 144A NOTES (PLEASE FILL
IN, IF BLANK)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
REGISTERED REPRESENTED AMOUNT
NUMBER(S)* BY NOTE(S) TENDERED**
</TABLE>
------------------------------------
------------------------------------
------------------------------------
TOTAL

* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of 144A Notes will be
deemed to have tendered the entire aggregate principal amount represented
by such 144A Notes. All tenders must be in integral multiples of $1,000.

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

[_]CHECK HERE IF TENDERED 144A NOTES ARE ENCLOSED HEREWITH.

[_]CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED 144A NOTES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH THE DEPOSITORY (FOR USE BY ELIGIBLE INSTITUTIONS (AS
HEREINAFTER DEFINED) ONLY):

Name of Tendering
Institution: __________________________________________________________________

DTC Account
Number: _______________________________________________________________________

Transaction Code
Number: _______________________________________________________________________

3
<PAGE>

Holders whose 144A Notes are not immediately available or who cannot deliver
their 144A Notes and all other documents required hereby to the Exchange Agent
on or prior to the Expiration Date may tender their 144A Notes according to
the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." See Instruction
2.

[_]CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED 144A NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered Holder(s)
of 144A Notes: ________________________________________________________________

Date of Execution of Notice of
Guaranteed Delivery: __________________________________________________________

Window Ticket Number
(if available): _______________________________________________________________

Name of Eligible Institution that
Guaranteed Delivery: __________________________________________________________

DTC Account Number (if delivered
by book-entry transfer): ______________________________________________________

Transaction Code Number (if delivered
by book-entry transfer): ______________________________________________________

Name of Tendering Institution (if
delivered by book-entry transfer): ____________________________________________

[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED 144A NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY).

[_]CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO:

Name: _________________________________________________________________________

Address: ______________________________________________________________________

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

4
<PAGE>

Ladies and Gentlemen:

Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of 144A Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of 144A Notes tendered in accordance with this Letter of
Transmittal, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the
144A Notes tendered for exchange hereby, including all rights to accrued and
unpaid interest thereon as of the Expiration Date. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact for the undersigned (with full knowledge that said
Exchange Agent also acts as the agent for the Company in connection with the
Exchange Offer) with respect to the tendered 144A Notes with full power of
substitution, subject only to the right of withdrawal described in the
Prospectus, to (i) deliver such 144A Notes, or transfer ownership of such 144A
Notes on the account books maintained by the Depository, to the Company and
deliver all accompanying evidences of transfer and authenticity, and (ii)
present such 144A Notes for transfer on the books of the Company and receive
all benefits and otherwise exercise all rights of beneficial ownership of such
144A Notes, all in accordance with the terms of the Exchange Offer. The power
of attorney granted in this paragraph shall be deemed to be irrevocable and
coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the 144A Notes
tendered hereby and to acquire the Exchange Notes issuable upon the exchange
of such tendered 144A Notes, and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim, when the same are
accepted for exchange by the Company. The undersigned hereby further
represents that (i) the Exchange Notes to be acquired pursuant to this letter
are being acquired in the ordinary course of business of the person receiving
such Exchange Notes, whether or not such person is the undersigned, (ii)
neither the undersigned nor any such other person is engaged in, intends to
engage in or has any arrangement or understanding with any person to
participate in the distribution of such Exchange Notes, and (iii) neither the
undersigned nor any such person is an "affiliate," as defined in Rule 405
under the Securities Act, of the Company. If the undersigned is a broker-
dealer, the undersigned further represents that (i) it acquired the 144A Notes
for its own account as a result of market-making activities or other trading
activities, and (ii) it has not entered into any arrangement or understanding
with the Company or any "affiliate" thereof (within the meaning of Rule 405
under the Securities Act) to distribute the Exchange Notes to be received in
the Exchange Offer.

The undersigned also acknowledges that the Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, including Exxon Capital Holdings Corporation (available May 13,
1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Sherman &
Sterling (available July 2, 1993) and similar no-action letters (the "Prior
No-Action Letters"), that the Exchange Notes issued pursuant to the Exchange
Offer in exchange for the 144A Notes may be offered for resale, resold and
otherwise transferred by Holders thereof (other than (i) a broker-dealer who
purchased such 144A Notes directly from the Company for resale pursuant to
Rule 144A or any other available exemption under the Securities Act or (ii) a
person that is an "affiliate" (within the meaning of Rule 405 of the
Securities Act) of the Company), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such Holders' business
and such Holders are not participating, and have no arrangement or
understanding with any person to participate, in a distribution of such
Exchange Notes. However, the SEC has not considered the Exchange Offer in the
context of a no-action letter, and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer
as in other circumstances. If the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned is a broker-
dealer that is receiving the Exchange Notes for its own account in exchange
for 144A Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale
of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the

5
<PAGE>

meaning of the Securities Act. The undersigned and any other person receiving
the Exchange Notes covered by this letter acknowledge that, if they are
participating in the Exchange Offer for the purpose of distributing the
Exchange Notes, (i) they cannot rely on the position of the staff of the SEC
enunciated in the Prior No-Action Letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction,
in which case the registration statement must contain the selling security
holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the SEC, and (ii) a broker-dealer that delivers such a
prospectus to purchasers in connection with such resales will be subject to
certain of the civil liability provisions of the Securities Act and will be
bound by certain provisions of the Registration Rights Agreement (including
certain indemnification rights and obligations).

The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the 144A Notes
tendered hereby, including the transfer of such 144A Notes on the account
books maintained by the Depository.

The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions." The undersigned
acknowledges that as a result of these conditions (which may be waived, in
whole or in part, by the Company), as more particularly set forth in the
Prospectus, the Company may not be required to exchange any of the 144A Notes
tendered hereby, and, in such event, the 144A Notes not exchanged will be
returned (except as noted below with respect to tenders through the
Depository) to the undersigned at the address shown below or at such different
address as may be indicated herein under "Special Delivery Instructions", as
promptly as practicable after the Expiration Date.

All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. The undersigned acknowledges that this tender
may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer--Withdrawal Rights" section of the Prospectus and in
Instruction 14.

The undersigned acknowledges that the Company's acceptance of properly
tendered 144A Notes pursuant to the procedures described under the caption
"The Exchange Offer--Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Exchange Offer. The undersigned further agrees that acceptance of any
tendered 144A Notes by the Company and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by the Company of its
obligations under the Registration Agreement and that the Company shall have
no further obligations or liabilities thereunder for the registration of the
144A Notes or the Exchange Notes.

Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Notes issued in exchange for the 144A Notes accepted for
exchange and return any 144A Notes not tendered or not exchanged, in the
name(s) of the undersigned (or, in the case of 144A Notes tendered by book-
entry transfer, by crediting the DTC account number set forth above).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail or deliver the Exchange Notes issued in exchange for the 144A
Notes accepted for exchange and any 144A Notes not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s) (unless tender is being made
through book-entry transfer). If both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the Exchange Notes
issued in exchange for the 144A Notes accepted for exchange in the name(s) of,
and return any 144A Notes not tendered or not exchanged to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any 144A Notes from the name of the registered
holder(s) thereof if the Company does not accept for exchange any of the 144A
Notes so tendered for exchange.

6
<PAGE>

SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 6) (SEE INSTRUCTION 6)
- --------------------------------------- ---------------------------------------

To be completed ONLY if 144A Notes
To be completed ONLY (i) if 144A in a principal amount not tendered,
Notes in a principal amount not or Exchange Notes issued in exchange
tendered, or Exchange Notes issued for 144A Notes accepted for
in exchange for 144A Notes accepted exchange, are to be mailed or
for exchange, are to be issued in delivered to someone other than the
the name of someone other than the undersigned, or to the undersigned
undersigned or (ii) if 144A Notes at an address other than that shown
tendered by book-entry transfer below the undersigned's signature.
which are not exchanged are to be
returned by credit to an account
maintained at the Depository other
than the DTC Account Number set
forth above.

Mail or deliver Exchange Notes
and/or 144A Notes to:

Name
Issue Exchange Notes and/or 144A --------------------------------
Notes to:
Name
--------------------------------

Address
Address
------------------------------ ------------------------------

------------------------------ ------------------------------
(Include Zip Code) (Include Zip Code)

-------------------------------------
------------------------------------- (Taxpayer Identification or Social
Security Number)

(Taxpayer Identification or Social
Security Number)

(Please Type or Print)
(Please Type or Print)

[_]CREDIT UNEXCHANGED 144A NOTES DELIVERED BY BOOK-ENTRY TRANSFER TO THE DTC
ACCOUNT NUMBER SET FORTH BELOW:

DTC Account Number:

7
<PAGE>

IMPORTANT
REGISTERED HOLDERS OF 144A NOTES
PLEASE SIGN HERE WHETHER OR NOT
144A NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(IN ADDITION, COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)

X______________________________________________________________

X______________________________________________________________
(Signature(s) of Registered Holders of 144A Notes)

Dated: , 1998

(The above lines must be signed by the registered holder(s) of
144A Notes exactly as your name(s) appear(s) on the 144A Notes
or, if tendered by a participant in the Depository, exactly as
such participant's name appears on a security position listing
as the owner of the tendered 144A Notes, or by person(s)
authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If 144A Notes to which this
Letter of Transmittal relates are held of record by two or
more joint holders, then all such holders must sign this
Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth
his or her full name and title below, and (ii) unless waived
by the Company, submit evidence satisfactory to the Company of
such person's authority so to act. See Instruction 5 regarding
the completion of this Letter of Transmittal, printed below.)

Name(s):_______________________________________________________
(Please Type or Print)

Capacity (Full Title):_________________________________________

Address:_______________________________________________________
--------------------------------------------------------
(Include Zip Code)

Area Code and Telephone Number:________________________________

Taxpayer Identification or Social Security Number:_____________

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)

Certain signatures must be guaranteed by an Eligible
Institution. See Instruction 5.

Signature(s) Guaranteed by
an Eligible Institution:_______________________________________
Authorized Signature

---------------------------------------------------------------
Name of Eligible Institution Guaranteeing Signature(s)

---------------------------------------------------------------
Name and Title of Person Signing Guarantee

---------------------------------------------------------------
Address, Including Zip Code

---------------------------------------------------------------
Area Code and Telephone Number

Dated: , 1998

8
<PAGE>

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND 144A NOTES OR BOOK-ENTRY
CONFIRMATIONS. All physically delivered 144A Notes or confirmation of any
book-entry transfer to the Exchange Agent's account of 144A Notes tendered by
book-entry transfer, as well as, in each case (including cases where tender is
effected by book-entry transfer), a properly completed and duly executed copy
of this Letter of Transmittal or facsimile hereof, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. THE METHOD OF DELIVERY OF THE TENDERED 144A NOTES, THIS
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT
IS AT THE ELECTION AND RISK OF THE HOLDER, AND, EXCEPT AS OTHERWISE PROVIDED
BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE
AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR 144A NOTES
SHOULD BE SENT TO THE COMPANY. DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH
HEREIN, OR INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE SET FORTH
HEREIN, WILL NOT CONSTITUTE A VALID DELIVERY.

2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their 144A
Notes and whose 144A Notes are not immediately available or who cannot deliver
their 144A Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date or who cannot
complete the procedures for book-entry transfer on a timely basis, must tender
their 144A Notes according to the guaranteed delivery procedures set forth in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by
or through a firm which is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or a trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Exchange Act (an "Eligible Institution"); (ii) prior to
the Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, mail or hand delivery) setting forth the
name and address of the holder of the 144A Notes, the registration number(s)
of such 144A Notes and the total principal amount of 144A Notes tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery, this Letter of Transmittal (or facsimile
hereof), together with the 144A Notes in proper form for transfer (or a
confirmation of book-entry transfer of such 144A Notes into the Exchange
Agent's account at the Depository) and any other documents required hereby,
will be deposited by the Eligible Institution with the Exchange Agent; and
(iii) the certificates for all physically tendered shares of 144A Notes, in
proper form for transfer (or book-entry confirmation, as the case may be), and
all other documents required hereby must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution
of the Notice of Guaranteed Delivery.

Any holder of 144A Notes who wishes to tender 144A Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York
City time, on the Expiration Date. Upon request of the Exchange Agent, a
Notice of Guaranteed Delivery will be sent to holders who wish to tender their
144A Notes according to the guaranteed delivery procedures set forth above.

See "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus.

3. TENDER BY HOLDER. Only a Holder of 144A Notes may tender such 144A Notes
in the Exchange Offer. Any beneficial holder of 144A Notes who is not the
registered holder and who wishes to tender should

9
<PAGE>

arrange with the registered holder to execute and deliver this Letter of
Transmittal on its behalf or must, prior to completing and executing this
Letter of Transmittal and delivering its 144A Notes, either make appropriate
arrangements to register ownership of the 144A Notes in such holder's name or
obtain a properly completed assignment from the registered holder. The
transfer of record ownership may take considerable time, and completion of
such transfer prior to the Expiration Date may not be possible.

4. PARTIAL TENDERS. Tenders of 144A Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any 144A
Notes is tendered, the tendering holder should fill in the principal amount
tendered in the last column of the box entitled "Description of 144A Notes
Tendered" above. The entire principal amount of 144A Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all 144A Notes is not tendered,
then 144A Notes for the principal amount of 144A Notes not tendered and
Exchange Notes issued in exchange for any 144A Notes accepted will be sent to
the holder at its registered address, unless a different address is provided
in the appropriate box on this Letter of Transmittal or unless tender is made
through the Depository, promptly after the 144A Notes are accepted for
exchange.

5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; ASSIGNMENTS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof)
is signed by the record holder(s) of the 144A Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the 144A
Notes without alteration, enlargement or any change whatsoever. If this Letter
of Transmittal (or facsimile hereof) is signed by a participant in the
Depository, the signature must correspond with the name as it appears on the
security position listing as the owner of the 144A Notes.

If any of the 144A Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

If a number of 144A Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of 144A Notes.

If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of 144A Notes listed and tendered hereby and the
Exchange Notes issued in exchange therefor are to be issued (or any untendered
principal amount of 144A Notes is to be reissued) to the registered holder,
the said holder need not and should not endorse any tendered 144A Notes, nor
provide a separate assignment. In any other case, such holder must either
properly endorse the 144A Notes tendered or transmit a properly completed
assignment with this Letter of Transmittal (in either case, executed exactly
as the name(s) of the registered holder(s) appear(s) on the 144A Notes), with
the signatures on the endorsement or assignment guaranteed by an Eligible
Institution (except where the 144A Notes are tendered for the account of an
Eligible Institution).

If this Letter of Transmittal (or facsimile hereof) or any 144A Notes or
assignments are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority to act must be submitted with this Letter of Transmittal.

Endorsements on 144A Notes or signatures on assignments required by this
Instruction 5 must be guaranteed by an Eligible Institution, except as noted
below.

NO SIGNATURE GUARANTEE IS REQUIRED IF (I) THIS LETTER OF TRANSMITTAL (OR
FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE 144A NOTES
TENDERED HEREIN (OR BY A PARTICIPANT IN THE DEPOSITORY WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE OWNER OF THE TENDERED 144A NOTES) AND THE
EXCHANGE NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(S) (OR, IF
SIGNED BY A PARTICIPANT IN THE DEPOSITORY, DEPOSITED TO SUCH PARTICIPANT'S
ACCOUNT AT THE DEPOSITORY) AND NEITHER THE BOX ENTITLED "SPECIAL DELIVERY
INSTRUCTIONS" NOR THE BOX ENTITLED "SPECIAL REGISTRATION INSTRUCTIONS" HAS
BEEN COMPLETED, OR (II) SUCH 144A NOTES ARE TENDERED FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF
TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION.

10
<PAGE>

6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
the Depository) to which Exchange Notes or substitute 144A Notes for principal
amounts not tendered or not accepted for exchange are to be issued or sent (or
deposited), if different from the name and address of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the
taxpayer identification or social security number of the person named must
also be indicated. Holders tendering 144A Notes by book-entry transfer may
request that 144A Notes not exchanged be credited to such account maintained
at the Depository as such holder may designate hereon. If no such instructions
are given, such 144A Notes not exchanged will be returned to the name and
address of the person signing this Letter of Transmittal.

7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of 144A Notes pursuant to the Exchange Offer. If,
however, Exchange Notes or 144A Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered holder of the 144A
Notes tendered hereby, or if tendered 144A Notes are registered in the name of
any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of 144A Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other person) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such tendering
holder.

8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder
tendering 144A Notes must provide the Company (as payor) with its correct
taxpayer identification number ("TIN"), which, in the case of a holder who is
an individual is his or her social security number. If the Company is not
provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding of 31% on
interest payments on the Exchange Notes.

To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends, or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to
backup withholding. If the Exchange Notes will be registered in more than one
name or will not be in the name of the actual owner, consult the instructions
on Internal Revenue Service Form W-9, which may be obtained from the Exchange
Agent, for information on which TIN to report.

If the tendering holder has not been issued a TIN and has applied for one,
or intends to apply for one in the near future, such holder should write
"Applied For" in the space provided for the TIN in Part 1 of the Substitute
Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of
Payee Awaiting Taxpayer Identification Number. If "Applied For" is written in
Part 1, the Company (or the Paying Agent under the Indenture governing the
Exchange Notes) will retain 31% of payments made to the tendering holder
during the sixty-day period following the date of the Substitute Form W-9. If
the holder furnishes the Exchange Agent or the Company with its TIN within
sixty days after the date of the Substitute Form W-9, the Company (or the
Paying Agent) will remit such amounts retained during the sixty-day period to
the holder, and no further amounts will be retained or withheld from payments
made to the holder thereafter. If, however, the holder has not provided the
Exchange Agent or the Company with its TIN within such sixty-day period, the
Company (or the Paying Agent) will remit such previously retained amounts to
the IRS as backup withholding.

Certain holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. Such a holder, who satisfies
one or more of the conditions set forth in Part 2 of the Substitute Form W-9,
should execute the certification following such Part 2. In order for a foreign
holder to qualify as an exempt recipient, the holder must submit to the
Exchange Agent a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that holder's exempt status. A Form
W-8 can be obtained from the Exchange Agent.

11
<PAGE>

If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the holder. Backup withholding is not
an additional tax. Rather the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

The Company reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Company's obligations regarding backup
withholding.

9. VALIDITY AND FORM. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance and withdrawal of tendered 144A
Notes will be determined by the Company in its sole discretion, which
determination shall be final and binding. The Company reserves the absolute
right to reject any and all 144A Notes not properly tendered or any 144A Notes
the Company's acceptance of which would, in the opinion of the Company or its
counsel, be unlawful. The Company also reserves the absolute right to waive
any conditions of the Exchange Offer or defects or irregularities in tenders
as to particular 144A Notes. All tendering holders, by execution of this
Letter of Transmittal (or facsimile thereof), shall waive any right to receive
notice of the acceptance of the 144A Notes for exchange. The Company's
interpretation of the terms and conditions of the Exchange Offer (including
this Letter of Transmittal and the instructions hereto) shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of 144A Notes must be cured within such time as the
Company shall determine. Neither the Company, the Exchange Agent nor any
person shall be under any duty to give notification of defects or
irregularities with regard to tenders of 144A Notes, nor shall any of them
incur any liability for failure to give such notification. Tenders of 144A
Notes will not be deemed to have been made until such defects or
irregularities have been cured to the Company's satisfaction or waived. Any
144A Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date. The Exchange Agent has no fiduciary duties to the holders
with respect to the Exchange Offer and is acting solely on the basis of
directions of the Company.

10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
Prospectus.

11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of 144A Notes will be accepted.

12. MUTILATED, LOST, STOLEN OR DESTROYED 144A NOTES. Any holder whose 144A
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions. This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, stolen or destroyed 144A Notes have been
followed.

13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this Letter of Transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.

14. WITHDRAWAL. Except as otherwise provided herein, tenders of 144A Notes
may be withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. To withdraw a tender of 144A Notes pursuant to the Exchange
Offer, a written or facsimile transmission notice of withdrawal must be
received by the Exchange Agent at the address set forth herein prior to 5:00
p.m., New York City time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having deposited the 144A
Notes to be withdrawn (the "Depositor"), (ii) identify the 144A Notes to be
withdrawn (including the certificate or registration number(s) and principal
amount of such 144A Notes, or, in the case of notes tendered by book-entry
transfer, the name and number of the account at the Depository to be
credited), (iii) be signed by the Depositor in the same manner as the original
signature on the Letter of Transmittal by which such 144A Notes were tendered
(including any required signature guarantees) or be accompanied by documents
of transfer

12
<PAGE>

sufficient to have the Trustee with respect to the 144A Notes register the
transfer of such 144A Notes in the name of the Depositor withdrawing the
tender, (iv) specify the name in which any such 144A Notes are to be
registered, if different from that of the Depositor, and (v) include a
statement that such Holder is withdrawing such Holder's election to have such
144A Notes exchanged.

All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, whose
determinations shall be final and binding on all parties. Any 144A Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer, and no Exchange Notes will be issued with respect thereto
unless the 144A Notes so withdrawn are validly retendered. Properly withdrawn
144A Notes may be retendered by following one of the procedures described in
the Prospectus under "The Exchange Offer--Procedures for Tendering" at any
time prior to the Expiration Date.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE 144A NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL
HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.

13
<PAGE>

PAYER'S NAME: NEWPARK RESOURCES, INC.
- -------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE Social security number or
YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY ---------------------------
------------------ SIGNING AND DATING BELOW Employer identification
number
Name (Please type -----------------------------------------------------------
or print) PART 2--Certification--Under penalties of perjury, I
certify that:

------------------
(1) The number shown on this form is my correct Taxpayer
Address (Number Identification Number (or I am waiting for a number
and Street) to be issued to me) and

------------------ (2) I am not subject to backup withholding because: (a)
I am exempt from backup withholding, or (b) I have
City, State and not been notified by the Internal Revenue Service
Zip Code (the "IRS") that I am subject to backup withholding
as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.

SUBSTITUTE
FORM W-9
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE Certification Instructions--You must
SERVICE cross out item (2) above if you have
been notified by the IRS that you are
currently subject to backup withholding
because of under-reporting interest or
dividends on your tax return.

PAYER'S REQUEST
FOR
TAXPAYER
IDENTIFICATION -----------------------------------------------------------

NUMBER ("TIN")
SIGNATURE _______________________________ PART 3--

Awaiting
DATE ____________________________________ TIN [_]

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
NOTES.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office,
or (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by
the time of payment, 31% of all reportable payments made to me will be
withheld, but that such amounts will be refunded to me if I then provide a
Taxpayer Identification Number within sixty (60) days.

Signature ____________________________________________________ Date , 1998

<PAGE>

EXHIBIT 99.2

NEWPARK RESOURCES, INC.

NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES A
IN EXCHANGE FOR
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B

This form, or one substantially equivalent hereto, must be used by a holder
of the 8 5/8% Senior Subordinated Notes Due 2007, Series A (the "144A Notes")
of Newpark Resources, Inc., a Delaware corporation (the "Company"), who wishes
to tender the 144A Notes pursuant to the guaranteed delivery procedures
described in the "The Exchange Offer--Guaranteed Delivery Procedures" section
of the Company's Prospectus, dated February , 1998 (the "Prospectus"),
relating to the Exchange Offer and in Instruction 2 to the related Letter of
Transmittal. Any holder who wishes to tender 144A Notes pursuant to such
guaranteed delivery procedures must ensure that State Street Bank and Trust
Company, as exchange agent (the "Exchange Agent"), receives this Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on March , 1998,
unless such expiration date is extended by the Company (such date, as it may
hereafter be extended, is referred to as the "Expiration Date"). To use the
guaranteed delivery procedures to tender 144A Notes pursuant to the Exchange
Offer, tender must be made through an Eligible Institution and a properly
completed and duly executed Notice of Guaranteed Delivery must be received by
the Exchange Agent prior to the Expiration Date. Thereafter, the certificates
for all physically tendered 144A Notes, in proper form for transfer, or
confirmation of book-entry transfer of such 144A Notes to the Exchange Agent's
account at the Depository, as the case may be, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, and any other documents required by the
Letter of Transmittal, must be deposited by the Eligible Institution with the
Exchange Agent within three New York Stock Exchange trading days after the
execution of the Notice of Guaranteed Delivery. This form, properly completed
and executed, may be delivered by facsimile transmission, mail or hand
delivery to the Exchange Agent as set forth below. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Letter of
Transmittal.

To State Street Bank and Trust Company

By Mail: By Facsimile By Overnight or Hand
(registered or certified Transmission Delivery:
recommended) (for Eligible State Street Bank and
State Street Bank and Institutions only) Trust Company
Trust Company Corporate Trust
(617) 664-5290 Department
P.O. Box 778 Attention: Sandra
Boston, MA 02102-0078 Szczsponik Two International Place
Attention: Sandra Confirm by Telephone: Fourth Floor
Szczsponik (617) 664-5314 Boston, MA 02102-0078
Attention: Sandra
Szczsponik

For information or confirmation by telephone: (617) 664-5314

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER
OTHER THAN THE ONE SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>

This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space in the box provided on
the Letter of Transmittal for guarantee of signatures.

Ladies and Gentlemen:

The undersigned hereby tenders to the Company, in accordance with the
Company's offer, upon the terms and subject to the conditions set forth in the
Prospectus and the related Letter of Transmittal, receipt and review of which
are hereby acknowledged, the principal amount of 144A Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus and in
Instruction 2 of the Letter of Transmittal.

Name(s) of registered holder(s):_______________________________________________
(Please Type or Print)

Address:_______________________________________________________________________

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

Area Code and Telephone Number:________________________________________________

Principal Amount of 144A Notes Tendered*:______________________________________

Certificate Number(s) or DTC Account
Number(s) for 144A Notes (if available):_______________________________________

Aggregate Principal Amount
Represented by 144A Note(s):___________________________________________________

*All tenders must be in integral multiples of $1,000.

The undersigned understands that no withdrawal of a tender of 144A Notes may
be made on or after the Expiration Date. The undersigned understands that for
a withdrawal of a tender of 144A Notes to be effective, a written notice of
withdrawal that complies with the requirements of the Exchange Offer must be
timely received by the Exchange Agent at one of its addresses specified on the
cover of this Notice of Guaranteed Delivery prior to the Expiration Date. The
undersigned further understands that the exchange of 144A Notes for Exchange
Notes pursuant to the Exchange Offer and the guaranteed delivery procedures
described herein will be made only after timely receipt by the Exchange Agent
of (i) such 144A Notes in proper form for transfer (or book-entry confirmation
of the transfer of such 144A Notes into the Exchange Agent's account at the
Depository), and (ii) a Letter of Transmittal (or facsimile thereof) with
respect to such 144A Notes, properly completed and duly executed, with any
required signature guarantees and any other documents required by the Letter
of Transmittal.

2
<PAGE>

All authority herein conferred or agreed to be conferred shall survive the
death, incapacity or dissolution of the undersigned, and every obligation of
the undersigned hereunder shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.

Signature of Holder(s): X______________________________________________________

X______________________________________________________________

Dated: , 1998

This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of 144A Notes exactly as the name(s) of such person(s) appear(s) on
certificates for 144A Notes or on a security position listing as the owner of
144A Notes, or by person(s) authorized to become holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person must provide the information set forth below and, unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority to so act.

Please Print Name(s) and Address(es)

Name(s):_______________________________________________________________________

Capacity:______________________________________________________________________

Address(es):___________________________________________________________________

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

[ ] Check if 144A Notes will be tendered by book-entry transfer

DTC Account Number:

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED

3
<PAGE>

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm that is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or is a
commercial bank or trust company having an office or correspondent in the
United States, or is otherwise an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the 144A Notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such 144A
Notes into the Exchange Agent's account at the Depository, pursuant to the
procedures for book-entry transfer set forth in the Prospectus and in the
Letter of Transmittal) and any other required documents, all by 5:00 p.m., New
York City time, within three New York Stock Exchange trading days after the
execution of the Notice of Guaranteed Delivery.

Name of Firm: ___________________ X _______________________________
(Authorized Signature)

Address: ________________________
Name: ___________________________

__________________________

Title: __________________________
__________________________ (Please Type or Print)
(Including Zip Code)

Area Code and Telephone Number: Dated: ____________________, 1998

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

DO NOT SEND CERTIFICATES FOR 144A NOTES WITH THIS FORM. ACTUAL SURRENDER OF
144A NOTES MUST BE MADE TO THE EXCHANGE AGENT PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.

<PAGE>

EXHIBIT 99.3

NEWPARK RESOURCES, INC.

OFFER TO EXCHANGE
UP TO $125,000,000 OF 8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
FOR ANY AND ALL OF THE OUTSTANDING
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES A

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MARCH __, 1998 UNLESS EXTENDED

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Newpark Resources, Inc., a Delaware corporation (the "Company"), is
offering upon the terms and conditions set forth in the Prospectus, dated
February __, 1998 (as the same may be amended from time to time, the
"Prospectus"), and in the related Letter of Transmittal enclosed herewith, to
exchange (the "Exchange Offer") its 8 5/8% Senior Subordinated Notes due 2007,
Series B (the "Exchange Notes"), for a like principal amount of its outstanding
8 5/8% Senior Subordinated Notes due 2007, Series A (the "144A Notes" and
together with the Exchange Notes, the "Notes"). As set forth in the Prospectus,
the terms of the Exchange Notes are identical in all material respects to the
144A Notes, except that the issuance of the Exchange Notes has been registered
under the Securities Act of 1933, as amended, and therefore the Exchange Notes
will not bear legends restricting their transfer and will not contain certain
provisions providing for an increase in the interest rate payable on the 144A
Notes under certain circumstances relating to the timing of the Exchange Offer.
144A Notes may only be tendered in integral multiples of $1,000.

Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:

1. The Prospectus, dated February __, 1998.

2. The Letter of Transmittal to exchange Notes for your use and for
the information of your clients. Facsimile copies of the Letter of
Transmittal may be used to exchange Notes.

3. A form of letter which may be sent to your clients for whose
accounts you hold 144A Notes registered in your name or in the name of your
nominee, with space provided for obtaining such client's instructions with
regard to the Exchange Offer.

4. A Notice of Guaranteed Delivery.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MARCH __, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF
THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD 144A NOTES
REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.

<PAGE>

In all cases, exchanges of 144A Notes accepted for exchange pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent of
(a) certificates representing such 144A Notes (or confirmation of book-entry
transfer to the Exchange Agent's account of 144A Notes tendered by book-entry
transfer), (b) the Letter of Transmittal (or facsimile thereof) properly
completed and duly executed with any required signature guarantees, and (c) any
other documents required by the Letter of Transmittal.

If holders of 144A Notes wish to tender, but it is impracticable for them
to forward their certificates for 144A Notes and all other required
documentation prior to the expiration of the Exchange Offer (or comply with the
book-entry transfer procedures on a timely basis), a tender may be made by
following the guaranteed delivery procedures described in the Prospectus under
"The Exchange Offer--Guaranteed Delivery Procedures" and in Instruction 2 of the
Letter of Transmittal.

The Exchange Offer is not being made to (nor will tenders be accepted from
or on behalf of) holders of 144A Notes residing in any jurisdiction in which the
making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.

The Company will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Notes pursuant to the Exchange Offer.
The Company will, however, upon request, reimburse you for customary clerical
and mailing expenses incurred by you in forwarding any of the enclosed materials
to your clients. The Company will pay or cause to be paid any transfer taxes
payable on the transfer of Notes to it, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.

THIS LETTER IS SUBJECT TO, AND IS QUALIFIED IN ITS ENTIRETY BY, THE TERMS
AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.
REFERENCE SHOULD BE MADE TO THE PROSPECTUS AND THE LETTER OF TRANSMITTAL FOR A
MORE COMPLETE DESCRIPTION OF THE MATTERS AND PROCEDURES DISCUSSED HEREIN.

Questions and requests for assistance with respect to the Exchange Offer or
for additional copies of the Prospectus and Letter of Transmittal may be
directed to the Exchange Agent at its address set forth in the Prospectus or at
(617) 664-5314.

Very truly yours,

NEWPARK RESOURCES, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, OR ANY AFFILIATE THEREOF, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

<PAGE>

EXHIBIT 99.4

NEWPARK RESOURCES, INC.

OFFER TO EXCHANGE
UP TO $125,000,000 OF 8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
FOR ANY AND ALL OF THE OUTSTANDING
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES A

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MARCH __, 1998 UNLESS EXTENDED

To Our Clients:

Enclosed for your consideration is a Prospectus, dated February __, 1998
(as the same may be amended from time to time, the "Prospectus"), and a Letter
of Transmittal (the "Letter of Transmittal") relating to the offer by Newpark
Resources, Inc. (the "Company") to exchange (the "Exchange Offer") its 8 5/8%
Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"), for a like
principal amount of its 8 5/8% Senior Subordinated Notes due 2007, Series A
(the "144A "Notes"). The Exchange Offer is subject to certain customary
conditions. See "The Exchange Offer" in the Prospectus.

The material is being forwarded to you as the beneficial owner of 144A
Notes carried by us for your account or benefit, but not registered in your
name. An exchange of such 144A Notes only may be made by us as the registered
holder and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to exchange
any or all of the 144A Notes held by us for your account or benefit pursuant to
the terms and conditions set forth in the Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to exchange your 144A Notes.

Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange 144A Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m., New
York City time, on March __, 1998 (the "Initial Expiration Date"), unless
extended. With respect to the Exchange Offer, "Expiration Date" means the
Initial Expiration Date, or if the Exchange Offer is extended, the latest time
and date to which the Exchange Offer is so extended by the Company. Tender of
144A Notes may be withdrawn at any time prior to 5:00 p.m., New York City time,
on the Expiration Date. So long as we continue to be the registered holder of
144A Notes beneficially owned by you, a withdrawal of tendered 144A Notes only
may be made by us in accordance with the procedures set forth in the Prospectus
and in Instruction 14 of the Letter of Transmittal.

Your attention is directed to the following:

1. The Exchange Offer is for the exchange of $1,000 principal amount
of Exchange Notes for each $1,000 principal amount of tendered 144A
Notes. The Exchange Notes are identical in all material respects to the
144A Notes, except that the issuance of the Exchange Notes has been
registered under the Securities Act of 1933, as amended, and therefore the
Exchange Notes will not bear legends restricting their transfer and will
not contain certain provisions providing for an increase in the interest
rate payable on the 144A Notes under certain circumstances relating to the
timing of the Exchange Offer.

<PAGE>

2. The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on March __, 1998, unless extended.

3. 144A Notes may be tendered only in integral multiples of $1,000.

4. Any transfer taxes incident to the transfer of Notes from the
tendering holder to the Company will be paid by the Company, except as
otherwise provided in the Prospectus and in Instruction 7 of the Letter of
Transmittal.

The Exchange Offer is not being made to, nor will exchanges be accepted
from or on behalf of, holders of 144A Notes residing in any jurisdiction in
which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction.

If you wish us to exchange any or all of your 144A Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below.

THIS MATTERS DISCUSSED HEREIN ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR
ENTIRETY BY, THE TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER
OF TRANSMITTAL. REFERENCE SHOULD BE MADE TO THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL FOR A MORE COMPLETE DESCRIPTION OF THE MATTERS AND PROCEDURES
DISCUSSED HEREIN.

2
<PAGE>

THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED BY YOU TO EXCHANGE 144A NOTES
HELD BY US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT. YOU SHOULD
NOT COMPLETE OR SIGN THE LETTER OF TRANSMITTAL UNLESS YOU ARE A REGISTERED
HOLDER OF 144A NOTES.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Newpark
Resources, Inc.

This will instruct you to exchange the aggregate principal amount of 144A
Notes indicated below (or, if no aggregate principal amount is indicated below,
all 144A Notes) held by you for the account or benefit of the undersigned,
pursuant to the terms of and conditions set forth in the Prospectus and the
Letter of Transmittal.

Aggregate Principal Amount of 144A Notes to Be Exchanged

$________________________

I (WE) UNDERSTAND THAT IF I (WE) SIGN THIS INSTRUCTION FORM WITHOUT
INDICATING AN AGGREGATE PRINCIPAL AMOUNT OF 144A NOTES IN THE SPACE ABOVE, ALL
144A NOTES HELD BY YOU FOR MY (OUR) ACCOUNT WILL BE EXCHANGED.

(PLEASE SIGN HERE)
_____________________________________________________

_____________________________________________________

(PLEASE PRINT NAME(S) AND ADDRESS HERE)
_____________________________________________________

_____________________________________________________

DATED: __________________________________

(AREA CODE AND TELEPHONE NUMBER):__________________________________________

(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER):_______________________