<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>d97092b5e424b5.txt
<DESCRIPTION>PROSPECTUS - FILE NO. 333-87840
<TEXT>
<PAGE>

                                                Filed pursuant to Rule 424(b)(5)
                                                              File No: 333-87840

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 15, 2002)

                                2,000,000 SHARES

                             NEWPARK RESOURCES, INC.
[NEWPARK RESOURCES LOGO]          COMMON STOCK
                                ($.01 par value)

                                   ----------

         We are offering and selling 2,000,000 shares of our common stock with
this prospectus supplement and accompanying prospectus. Our common stock is
listed on The New York Stock Exchange under the symbol "NR". On May 15, 2002,
the last reported sale price of our common stock on The New York Stock Exchange
was $8.75 per share.

<Table>
<Caption>
                                                           Per Share          Total
                                                          ------------     ------------
<S>                                                       <C>              <C>
         Public offering price                            $       8.50     $ 17,000,000

         Underwriting discounts and commissions           $       0.30     $    600,000

         Proceeds, before expenses, to us                 $       8.20     $ 16,400,000
</Table>

         INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD REVIEW AND
CONSIDER CAREFULLY THE INFORMATION UNDER THE HEADING "RISK FACTORS" BEGINNING ON
PAGE 6 OF THE ACCOMPANYING PROSPECTUS BEFORE IN INVESTING IN OUR SECURITIES.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         Delivery of the shares is expected in New York, New York on or about
May 21, 2002

                                   ----------

                                  RAYMOND JAMES



            The date of this prospectus supplement is May 16, 2002.



<PAGE>

                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

<Table>
<Caption>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>

Summary................................................................................................... S-3
     The Company.......................................................................................... S-3
     The Offering......................................................................................... S-3
Use of Proceeds........................................................................................... S-4
Underwriting.............................................................................................. S-4
Legal Matters............................................................................................. S-5
Other Matters............................................................................................. S-5
</Table>

                                   PROSPECTUS

<Table>
<Caption>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>

Prospectus Summary........................................................................................  3
     The Company..........................................................................................  3
     The Offering.........................................................................................  5
Risk Factors..............................................................................................  6
Forward-Looking Statements................................................................................ 17
Use of Proceeds........................................................................................... 18
Plan of Distribution...................................................................................... 18
About This Prospectus..................................................................................... 19
Where You Can Find More Information....................................................................... 19
Legal Matters............................................................................................. 20
Experts................................................................................................... 20
Other Matters............................................................................................. 21
</Table>

                                   ----------

         We provide you with information about this offering in two separate
documents: (a) the accompanying prospectus, which provides general information,
some of which may not apply to this offering, and (b) this prospectus
supplement, which describes the specific details regarding this offering.
Generally, when we refer to this prospectus, we are referring to both documents
together.

         If information in this prospectus supplement is inconsistent with the
accompanying prospectus, you should rely on this prospectus supplement.

         You should read carefully this prospectus supplement and the
accompanying prospectus, including the information incorporated by reference in
the prospectus, before you invest. These documents contain information you
should consider when making your investment decision.

         If we use a capitalized term in this prospectus supplement and do not
define the term in this document, the capitalized term is defined in the
accompanying prospectus.



                                      S-2
<PAGE>

                                     SUMMARY

         The following summary should be read by you together with the more
detailed information included in other sections of this prospectus supplement or
the accompanying prospectus or incorporated by reference into this prospectus
supplement or the accompanying prospectus. In addition, you should carefully
consider the factors described under "Risk Factors" beginning at page 6 of the
accompanying prospectus.

         Throughout this prospectus supplement, we refer to Newpark Resources,
Inc. and its subsidiaries as "us", "we", "our" or "Newpark".

                                   THE COMPANY

         Newpark Resources, Inc. is a service company that provides drilling
fluids, site access and environmental products and services to the oil and gas
exploration and production industry. We operate primarily in the U.S. Gulf Coast
market, west Texas, the U.S. Mid-continent, the U.S. Rockies and western Canada.
We provide, either individually or as part of a comprehensive package, the
following services:

         o        drilling fluids, associated engineering and technical
                  services;

         o        installing, renting and selling patented hardwood and
                  composite interlocking mats used for temporary access roads
                  and work sites in oilfield and other construction
                  applications;

         o        lumber, timber and wood by-products sales;

         o        processing and disposing oilfield exploration and production,
                  or "E&P", waste;

         o        on-site environmental and oilfield construction services; and

         o        processing and disposing non-hazardous wastes for the
                  refining, petrochemical and manufacturing industry in the U.S.
                  Gulf Coast market.

                                  THE OFFERING

<Table>
<S>                                                          <C>
Securities offered......................................     2,000,000 shares of our common stock.

Common Stock to be outstanding
  after this offering...................................     72,853,365 shares.

Use of Proceeds.........................................     To purchase the outstanding shares of our
                                                             Series A Cumulative Perpetual Preferred
                                                             Stock, to pay the expenses of this offering
                                                             and for general corporate purposes.

Risk Factors............................................     The shares of common stock offered under this
                                                             prospectus supplement involve a high degree of
                                                             risk. See "Risk Factors" beginning on page 6 of
                                                             the accompanying prospectus.

New York Stock Exchange Symbol..........................     NR
</Table>



                                      S-3
<PAGE>

                                 USE OF PROCEEDS

         We estimate that we will receive net proceeds of approximately $16.4
million from the sale of the common stock offered by this prospectus supplement
and the accompanying prospectus. Approximately $15.11 million of the net
proceeds will be used to purchase the 150,000 shares of Series A Cumulative
Perpetual Preferred Stock currently outstanding and pay all unpaid dividends
accrued on the Series A stock until the date of purchase. Approximately $50,000
of the net proceeds will be used to pay the expenses of this offering, while the
remaining net proceeds of approximately $1.24 million will be used for general
corporate purposes.

                                  UNDERWRITING

         Raymond James & Associates, Inc., as underwriter, has agreed, subject
to the terms and conditions of an underwriting agreement entered into with us,
to purchase from us, and we have agreed to sell, all of the shares of common
stock being sold in this offering. The underwriting agreement provides that the
obligation of the underwriter to purchase the shares is subject to certain
conditions, including the delivery of legal opinions. Subject to the terms and
conditions of the underwriting agreement, the underwriter is obligated to
purchase all the shares if it purchases any of the shares.

         We have been advised by the underwriter that it proposes to offer the
common stock directly to the public at the public offering price set forth on
the cover page of this prospectus supplement. After the offering, the
underwriter may change the offering price and other selling terms.

        We, our executive officers and all but one of our directors have agreed
that, for a period of 90 days from the date of this prospectus supplement, we
and they will not, directly or indirectly, without the prior written consent of
the underwriter, offer, sell, offer to sell, contract to sell, pledge, grant
any option to purchase or otherwise sell or dispose (or announce any offer,
sale, offer of sale, contract of sale, pledge, grant of any option to purchase
or other sale or disposition) of any shares of our common stock or any
securities convertible into, or exchangeable or exercisable for, shares of our
common stock, except for issuances pursuant to the exercise of employee stock
options, the terms of any of our convertible or exchange securities and up to
200,000 shares of our common stock pursuant to one or more acquisition
transactions. One of our directors did not enter into a lock-up letter, as he
has advised us that substantially all of his approximately 730,000 shares are
currently held as collateral by third party financial institutions under pledge
arrangements.

         Our common stock is listed on The New York Stock Exchange under the
symbol "NR".

         The securities included in this offering may not be offered or sold,
directly or indirectly, nor may this prospectus supplement, the accompanying
prospectus or any other offering material or advertisement in connection with
the offer and sale of any shares of our common stock be distributed or published
in any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of that jurisdiction. Persons who
receive this prospectus supplement and accompanying prospectus are advised to
inform themselves about and to observe any restrictions relating to this
offering and the distribution of this prospectus supplement and accompanying
prospectus. This prospectus supplement and



                                      S-4
<PAGE>

accompanying prospectus are not an offer to sell or a solicitation of an offer
to buy any securities included in this offering in any jurisdiction where that
would not be permitted or legal.

         In connection with this offering, the underwriter may engage in
transactions that stabilize, maintain or otherwise affect the price of our
common stock. Specifically, the underwriter may make short sales. Short sales
involve sales by the underwriter of a greater number of shares than it acquires.
A short position may be created if the underwriter is concerned that there may
be downward pressure on the trading price of shares in the open market that
could affect investors who purchase shares in the offering. The underwriter may
reduce or close out its short position by purchasing shares in the open market.
In determining whether to create a short position, the underwriter will
consider, among other things, the price at which shares are available for
purchase in the open market. Purchases to cover a short position may have the
effect of preventing or retarding a decline in the market price of the stock
following this offering. As a result, the price of the stock may be higher than
the price that might otherwise exist in the open market. The underwriter may
also bid for and purchase shares of common stock in the open market to stabilize
the price of the common stock. These activities may stabilize or maintain the
market price of the common stock above independent market levels. The
underwriter is not required to engage in these activities and may end any of
these activities at any time.

         We have agreed to indemnify the underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the underwriter may be required to make for those
liabilities.

         We estimate that our total expenses of this offering, excluding
underwriting discounts and commissions, will be approximately $50,000.

         The underwriter and its affiliates, from time to time, may provide
investment banking, financial advisory and other services to us for which we
intend to pay customary fees.

                                  LEGAL MATTERS

         Certain legal matters in connection with this offering will be passed
upon for us by Ervin, Cohen & Jessup LLP, Beverly Hills, California. Certain
legal matters in connection with this offering will be passed upon for the
underwriter by Vinson & Elkins L.L.P., Houston, Texas.

                                  OTHER MATTERS

         We have discovered two typographical errors in Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operation, in our
Form 10-K for the year ended December 31, 2001, which is incorporated by
reference into the accompanying prospectus. On page 32 of the Form 10-K, where
we compared our interest income and interest expense for the years ended
December 31, 2001 and 2000, we stated that during the fourth quarter of 2001 we
paid down $19 million on our credit facility. We actually paid down $17 million
on our credit facility during that quarter. In addition, on page 33 of the Form
10-K, where we compared operating income (or loss) in our fluid sales and
engineering segment for the years ended December 31, 2000 and 1999, we stated
that, excluding the effects of solids control operations and certain other
charges, operating income in this segment increased $15.9 million, representing



                                      S-5
<PAGE>

an incremental margin of 58%. The $15.9 million increase actually represented an
incremental margin of 40%.

         On April 15, 2002 we entered into an agreement with the holder of our
Series C Convertible Preferred Stock, whereby the holder elected to convert the
Series C stock into common stock as of April 15, 2002, at the conversion price
as of that date, $6.3049, if certain conditions (relating to agreements to be
negotiated and entered into) were satisfied or waived on or before May 15, 2002.
On May 8, 2002, we entered into an amendment that changed the May 15, 2002, date
to June 30, 2002. If the specified conditions are not satisfied or waived on or
before June 30, 2002, the holder's election to convert is automatically
rescinded.


                                      S-6

<PAGE>
PROSPECTUS

                                      2,000,000 SHARES

[NEWPARK RESOURCES, INC. LOGO]      NEWPARK RESOURCES, INC.
                                         COMMON STOCK
                                       ($.01 par value)

                                   ----------

         We may offer and sell from time to time up to 2,000,000 shares of our
common stock with this prospectus. We will provide the specific terms and public
offering prices of these sales in supplements to this prospectus.

         You should read this prospectus and any supplement carefully before you
invest. We will not use this prospectus to confirm sales of any securities
unless it is attached to a prospectus supplement.

         We may sell the common stock to or through underwriters and also to
other purchasers or through agents. The names of any underwriters or agents will
be stated in an accompanying prospectus supplement.

         Our common stock is listed on The New York Stock Exchange under the
symbol "NR". On May 7, 2002, the last reported sale price of our common stock on
The New York Stock Exchange was $8.55 per share.

         INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD REVIEW AND
CONSIDER CAREFULLY THE INFORMATION UNDER THE HEADING "RISK FACTORS" BEGINNING ON
PAGE 6 OF THIS PROSPECTUS BEFORE IN INVESTING IN OUR SECURITIES.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

                  The date of this Prospectus is May 15, 2002.

<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>


                                                                                                           Page
                                                                                                           ----

<S>                                                                                                        <C>
Prospectus Summary........................................................................................  3
     The Company..........................................................................................  3
     The Offering.........................................................................................  5
Risk Factors..............................................................................................  6
Forward-Looking Statements................................................................................ 17
Use of Proceeds........................................................................................... 18
Plan of Distribution...................................................................................... 18
About This Prospectus..................................................................................... 19
Where You Can Find More Information....................................................................... 19
Legal Matters............................................................................................. 20
Experts................................................................................................... 20
Other Matters............................................................................................. 21
</Table>

                                   ----------

         YOU SHOULD RELY ONLY ON INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

         WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE
OFFER IS NOT PERMITTED.

         YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT COVER OF THOSE DOCUMENTS.




                                       2
<PAGE>




                               PROSPECTUS SUMMARY

         The following summary should be read by you together with the more
detailed information included in other sections of this prospectus or
incorporated by reference into this prospectus. In addition, you should
carefully consider the factors described under "Risk Factors" beginning at page
6 of this prospectus.

         Throughout this prospectus, we refer to Newpark Resources, Inc. and its
subsidiaries as "us", "we", "our" or "Newpark".

                                   THE COMPANY

         Newpark Resources, Inc. is a service company that provides drilling
fluids, site access and environmental products and services to the oil and gas
exploration and production industry. We operate primarily in the U.S. Gulf Coast
market, west Texas, the U.S. Mid-continent, the U.S. Rockies and western Canada.
We provide, either individually or as part of a comprehensive package, the
following services:

            o   drilling fluids, associated engineering and technical services;

            o   installing, renting and selling patented hardwood and composite
                interlocking mats used for temporary access roads and work sites
                in oilfield and other construction applications;

            o   lumber, timber and wood by-products sales;

            o   processing and disposing oilfield exploration and production, or
                "E&P", waste;

            o   on-site environmental and oilfield construction services; and

            o   processing and disposing non-hazardous wastes for the refining,
                petrochemical and manufacturing industry in the U.S. Gulf Coast
                market.

         We offer our drilling fluids, fluids processing and management and
waste disposal services in an integrated package we call "Performance Services".
This allows our customers to consolidate their outsourced services and reduce
the number of vendors used. It can also accelerate the drilling process while
reducing the amount of fluids consumed and the amount of waste created in the
process. We believe our Performance Services program differentiates us from our
competitors and increases the efficiency of our customers' drilling operations.

         In our drilling fluids business, we offer unique solutions to highly
technical drilling projects involving complex conditions. These projects require
critical engineering support of the fluids system during the drilling process to
ensure optimal performance at the lowest total well cost. We have developed and
market several proprietary and patented drilling fluids products and systems
that replace environmentally harmful substances, principally salts and oils,
commonly used in drilling fluids. These elements are typically of the greatest
concern in the waste stream created by drilling fluids.

         We have introduced and are continuing to develop the market for the
DeepDrill(TM) system of high-performance, water-based drilling fluids and
related specialty products. We have recently introduced an oil-based drilling
fluid system that incorporates a product from the DeepDrill(TM) family that
substitutes for salt, which we believe solves some of the environmental



                                       3
<PAGE>

problems associated with oil-based fluids while improving drilling performance.
We believe that these new products will make it easier for our customers to
comply with increasingly strict environmental regulations affecting their
drilling operations and improve the economics of the drilling process.

         In addition to the U.S. Gulf Coast market, in 1998, we expanded our
drilling fluids operations into west Texas, the U.S. Mid-continent, the U.S.
Rockies and western Canada by acquiring several companies. We have the service
infrastructure necessary to participate in the drilling fluids market in these
regions. We also have our own barite grinding capacity to provide critical raw
materials for our drilling fluids operations, primarily in the U.S. Gulf Coast
market.

         In our mat and integrated services business, we use both a patented
interlocking wooden mat system and our composite mat systems to provide
temporary access roads and worksites in unstable soil conditions. These mats are
used primarily to support oil and gas exploration operations along the U.S. Gulf
Coast and are typically rented to the customer. Occasionally, however, we sell
the mats to the customer for permanent access to a site or facility.

         We use our DuraBase(TM) composite plastic mat primarily in our U.S.
Gulf Coast rental market, and have recently begun selling the composite mats,
both within and outside the oilfield market. During 2001, the majority of our
sales of composite mats were for oilfield applications in the western Canadian
market. We believe that, in time, the DuraBase(TM) mat will replace our
traditional wooden mats in many applications and provide significant economic
benefits to us because they are lighter, stronger, require fewer repairs and
last longer than our wooden mats. We have dedicated significant time and
resources to developing DuraBase(TM) markets in industrial and construction
applications, international oilfields and military and governmental
applications. The first delivery of composite mats to the U.S. military was made
in the first quarter of 2001. Our first shipment of composite mats to the
oilfield market outside North America occurred in the fourth quarter of 2001.

         We receive E&P waste generated by our customers that we then process
and inject into environmentally secure geologic formations deep underground.
Some waste is delivered to surface disposal facilities. We also can process E&P
waste into a reuse product that meets all EPA specifications for reuse and that
is used as daily cover material or cell liner and construction material at two
municipal waste landfills. For the last several years, approximately 10% to 15%
of the total waste that we receive has been processed for reuse.

         Since 1994, we have been licensed to process E&P waste contaminated
with naturally occurring radioactive material, or NORM. We currently operate
under a license that authorizes us to directly inject NORM into disposal wells
at our Big Hill, Texas facility. This is the only offsite facility in the U.S.
Gulf Coast licensed for this purpose. Since July 1999, we also have been
operating a facility to dispose of non-hazardous industrial waste. This facility
uses the same waste disposal technology as we use for E&P waste and NORM waste
disposal.



                                       4
<PAGE>

         We also provide other services for our customers' oil and gas
exploration and production activities that are principally included within our
"Mat and Integrated Services" segment. These services include the following:

            o   site assessment;

            o   waste pit design;

            o   construction and installation;

            o   regulatory compliance assistance;

            o   site remediation and closure; and

            o   oilfield construction services, including well hook-ups and
                connections, production equipment installation and lease
                maintenance.

         We were originally organized in 1932 as a Nevada corporation. In April
1991, we changed our state of incorporation to Delaware. Our principal executive
offices are located at 3850 North Causeway Boulevard, Suite 1770, Metairie,
Louisiana 70002. Our telephone number is (504) 838-8222.

                                  THE OFFERING

<Table>
<S>                                          <C>
Securities offered by this prospectus.....   2,000,000 shares of our common
                                             stock.(1)

Use of Proceeds...........................   To purchase the outstanding shares
                                             of our Series A Cumulative
                                             Perpetual Preferred Stock or to
                                             repay funds borrowed under our
                                             credit facility that were used to
                                             fund the purchase.(1)

Risk Factors..............................   The shares of common stock offered
                                             under this prospectus involve a
                                             high degree of risk. See "Risk
                                             Factors" beginning on page 5.

New York Stock Exchange Symbol............   NR
</Table>

----------

(1)      We intend to sell under this prospectus only the number of shares of
         our common stock that will be required for us to purchase all of the
         outstanding shares of Series A Cumulative Perpetual Preferred Stock, or
         to repay the amounts borrowed under our credit facility to fund the
         purchase, and to pay the expenses of this offering. As a result, we
         believe our using the proceeds of this offering to purchase these
         shares of preferred stock, or to repay amounts borrowed under our
         credit facility to fund the purchase, will have substantially the same
         effect on us as if the preferred stock had been converted into common
         stock by the holders of the preferred stock.




                                       5
<PAGE>

                                  RISK FACTORS

         In addition to the other information in this prospectus, including the
information which we have incorporated by reference into this prospectus, you
should consider carefully the risk factors described below relating to our
business before you decide to buy any of the shares offered by this prospectus.

OUTSTANDING PREFERRED STOCK AND WARRANTS COULD RESULT IN POTENTIAL DILUTION AND
IMPAIR THE PRICE OF OUR COMMON STOCK.

         To the extent that our outstanding shares of preferred stock are
converted into common stock or outstanding warrants to purchase common stock are
exercised, our existing common stockholders will experience dilution in their
percentage ownership interests. The following table provides certain information
regarding the number of shares of our common stock issuable upon conversion of
our outstanding shares of preferred stock and our outstanding warrants to
purchase common stock, after giving effect to the shares to be issued under this
prospectus. The table does not include any shares issuable upon conversion of
our Series A Cumulative Perpetual Preferred Stock, as these shares are being
purchased by us with the proceeds of this offering.

<Table>
<Caption>
                                NUMBER OF SHARES OF
                                COMMON STOCK ISSUABLE          PERCENTAGE OF       DILUTION OR ACCRETION IN
                                 UPON CONVERSION OR         OUTSTANDING COMMON     BOOK VALUE PER SHARE UPON
CONVERTIBLE SECURITY                  EXERCISE                  STOCK (1)          CONVERSION OR EXERCISE(2)
-------------------------       ---------------------       ------------------     -------------------------
<S>                               <C>                       <C>                    <C>
Series B Convertible
Preferred Stock (3) .......            4,564,200                   5.90%                     $ 0.24

Series C Convertible
Preferred Stock (4) .......            4,785,589                   6.17%                     $ 0.25

Series A Warrants (5) .....            2,573,801                   3.41%                     $(0.15)

Series B Warrants (6) .....            1,900,000                   2.54%                     $(0.15)
                                       ---------

   Total ................             13,823,590                  15.96%                     $ 0.18
</Table>

----------

(1)      Based on a total of 70,797,796 shares of our common stock outstanding
         as of May 1, 2002 plus the 2,000,000 shares to be issued under this
         prospectus, and in each case after giving effect to the issuance of the
         shares issuable upon the conversion or exercise of those securities.

(2)      Assumes conversion or exercise as of March 31, 2002, based on a total
         of 70,691,019 shares or our common stock outstanding and total
         stockholders' equity of $296,460,000 as of that date.

(3)      Based on a conversion price of $6.6238 as of May 1, 2002, determined in
         accordance with the conversion formula contained in the certificate
         relating to the Series B Convertible Preferred Stock, and includes
         35,101 shares of common stock issuable with respect to accrued but
         unpaid dividends.

(4)      On April 15, 2002, we entered into an agreement under which the holder
         elected, subject to certain conditions, to convert the Series C
         Convertible Preferred Stock into common stock as of April 15, 2002, at
         the applicable conversion price as of that date of $6.3049. The number
         of shares indicated includes 27,360 shares of common stock issuable
         with respect to accrued but unpaid dividends through April 15, 2002.

                                       6
<PAGE>

(5)      The Series A Warrants are presently exercisable and have an exercise
         price of $8.50 per share. The number of shares of common stock issuable
         under the Series A Warrants is subject to adjustment under certain
         circumstances, including if we sell any of the shares of common stock
         offered by this prospectus at a price less than $8.50 per share, or if
         the Series B Convertible Preferred Stock or the Series C Convertible
         Preferred Stock are converted into common stock at a conversion price
         less than $8.50 per share. The number of shares indicated in the table
         assumes that the C Convertible Preferred Stock will be converted into
         common stock at a conversion price of $6.3049.

(6)      The Series B Warrants are presently exercisable and have an exercise
         price of $10.075 per share. The number of shares of common stock
         issuable and the exercise price under the Series B Warrants are subject
         to adjustment under certain circumstances, including if we sell any of
         the shares of common stock offered by this prospectus at a price of
         less than $10.075 per share.

         Because of the conversion features in our outstanding shares of
preferred stock, the preferred stockholders will receive a greater number of
shares of common stock upon conversion if our common stock price declines. In
addition, we are required to make quarterly dividend payments with respect to
the Series B Convertible Preferred Stock and the Series C Convertible Preferred
Stock, which may be paid in shares of our common stock if we satisfy certain
conditions. The number of shares to be issued in payment of these dividends will
depend on the market value of those shares when they are issued. As a result,
the preferred stockholders will receive a greater number of shares of common
stock in payment of these dividends if our common stock price decreases.

         If the preferred stockholders convert their preferred stock or exercise
their warrants and then sell our common stock, the market price of our common
stock may decline due to the additional shares in the market. This could
encourage the preferred stockholders to convert their remaining preferred stock,
if any, into greater amounts of common stock, the sales of which may further
depress the stock price. This potential downward pressure on the price of our
common stock could encourage short sales and consequently place further downward
pressure on the market price of our common stock.

         The additional shares of common stock available for sale upon
conversion of the preferred stock, as dividends on the preferred stock or upon
exercise of the warrants may have a negative impact on the price of the
outstanding common stock. In addition, sales by the preferred stockholders or
others of substantial amounts of our common stock in the public market, or the
perception that these sales might occur, could depress the price of our common
stock. The preferred stockholders have the sole discretion to determine the
timing, structure and all terms of any disposition of our common stock, all of
which could affect the market price of our common stock.

         We currently do not have any commitments to sell any additional
convertible securities or warrants to purchase any shares of our common stock.



                                       7
<PAGE>

WE MAY BE REQUIRED TO OBTAIN THE CONSENT OF OUR STOCKHOLDERS IF (i) THE TOTAL
NUMBER OF SHARES OF OUR COMMON STOCK ISSUABLE WITH RESPECT TO OUR SERIES C
CONVERTIBLE PREFERRED STOCK EXCEEDS 13,905,718 SHARES OR (ii) THE TOTAL NUMBER
OF SHARES ISSUABLE WITH RESPECT TO OUR SERIES B CONVERTIBLE PREFERRED STOCK AND
THE WARRANT ISSUED BY US ON JUNE 1, 2000 EXCEEDS 13,825,034 SHARES, AND WE WILL
INCUR PENALTIES IF WE DO NOT TIMELY OBTAIN THIS CONSENT.

         The rules of the New York Stock Exchange require us to obtain
stockholder approval if the total number of shares of common stock issuable with
respect to our Series C Convertible Preferred Stock is more than 13,905,718.
This number is 19.99% of the number of shares of common stock we had outstanding
on December 27, 2000. We also will be required to obtain stockholder approval if
the total number of shares of common stock issuable with respect to our Series B
Convertible Preferred Stock and the Series B warrant issued by us on June 1,
2000 is more than 13,825,034. This number is 19.99% of the number of shares of
common stock we had outstanding on May 30, 2000. If we fail to comply with this
rule, the New York Stock Exchange may delist our common stock, which could
negatively affect the price of our common stock and your ability to sell our
common stock.

         Because the conversion features of both the Series B Convertible
Preferred Stock and the Series C Preferred Stock are tied to the market price of
our common stock, and because the number of shares we are to issue as dividends
with respect to the Series B Convertible Preferred Stock and the Series C
Convertible Preferred Stock also depends on the market price of our common
stock, we could be required to obtain this stockholder consent if the market
price of our common stock were to drop significantly. As described below, if we
fail to obtain this stockholder consent on a timely basis, we could be required
to issue to the holder of the Series B Convertible Preferred Stock additional
shares of Series B Convertible Preferred Stock or shares of common stock upon
exercise of the warrant without receiving any cash consideration for those
securities. We also could be required to issue to the holder of the Series C
Convertible Preferred Stock additional shares of Series C Convertible Preferred
Stock without receiving any cash consideration for those shares.

         If we are required to obtain stockholder consent with respect to the
issuance of the Series B Convertible Preferred Stock and warrant, and this
consent is not received within 60 days after notice is sent to us by the holder
of those securities, the holder may elect to do either or a combination of the
following:

            o  a cashless exercise of the warrant for up to that number of
               shares of our common stock that would require stockholder
               consent;

            o  convert the number of shares exceeding 13,825,034 into a right
               with a value equal to the market price of our common stock on the
               notice date, in the case of Series B Convertible Preferred Stock,
               and the spread between the market price of our common stock over
               the exercise price of the warrant on the notice date, in the case
               of the warrant, times the number of shares of our common stock
               converted into this right.

         For one year after the right is issued, the holder of the Series B
Convertible Preferred Stock and the warrant may apply this right, on a
dollar-for-dollar basis, in lieu of payment of the



                                       8
<PAGE>

exercise price under the warrant. The holder also may convert this right during
that one-year period into shares with substantially the same rights and
obligations as the Series B Convertible Preferred Stock at the ratio of one
share for each $250 in stated value of the right.

         In addition, if we are required to obtain stockholder consent with
respect to the issuance of the Series C Convertible Preferred Stock, and this
consent is not received within 60 days after notice is sent to us by the holder
of those securities, the holder may elect to convert the number of shares
exceeding 13,905,718 into a right with a value equal to the market price of our
common stock on the notice date times the number of shares of our common stock
converted into this right. For one year after it is issued, this right may be
converted into shares with substantially the same rights and obligations as the
Series C Convertible Preferred Stock at the ratio of one share for each $250 in
stated value of the right.

A MATERIAL DECLINE IN THE LEVEL OF OIL AND GAS EXPLORATION AND PRODUCTION AND
ANY REDUCTION IN THE INDUSTRY'S WILLINGNESS TO SPEND CAPITAL ON ENVIRONMENTAL
AND OILFIELD SERVICES COULD ADVERSELY AFFECT THE DEMAND FOR OUR SERVICES.

         Prices for oil and natural gas are volatile, and this volatility
affects the demand for our services. A material decline in oil or natural gas
prices or activities, as occurred during 1998, could materially affect the
demand for our services and, therefore, our consolidated financial statements.
We will continue to be impacted by changes in oil and gas supply and demand,
which are generally affected by the following factors:

            o  Oil and gas prices;

            o  Expectations about future prices;

            o  The cost to explore for, produce and deliver oil and gas;

            o  The discovery rate for new oil and gas reserves;

            o  The ability of oil and gas companies to raise capital;

            o  Domestic and international political, military, regulatory and
               economic conditions; and

            o  Government regulations regarding, among other things,
               environmental protection, taxation, price controls and product
               allocation.

         The potential fluctuations in the level of future oil and gas industry
activity or demand for our services and products are difficult, if not
impossible, to predict. There may be times when oil and gas industry activity or
demand for our services may be less than expected.

OUR OPERATING RESULTS HAVE FLUCTUATED DURING RECENT YEARS, AND THESE
FLUCTUATIONS MAY CONTINUE, WHICH MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE
OF OUR COMMON STOCK.

         We have experienced in the past, and may continue to experience in the
future, fluctuations in our yearly and quarterly operating results. It is
possible that we will not realize expected earnings growth and that earnings in
any particular year or quarter will fall short of either a prior fiscal year or
quarter or investors' expectations. If this were to occur, the market price of
our common stock would likely be adversely affected. The following factors, in
addition to others not listed, may affect our operating results in the future:



                                       9
<PAGE>

            o  fluctuations in the oil and gas industry;

            o  competition;

            o  the ability to manage and control our operating costs;

            o  the rate and extent of acceptance of our new drilling fluids
               products and our new composite mats;

            o  our ability to efficiently integrate and operate businesses that
               we have recently acquired; and

            o  the ability to identify strategic acquisitions at reasonable
               prices.

WE ARE HIGHLY LEVERAGED AND MAY NOT HAVE SUFFICIENT CASH FLOW FROM OPERATIONS TO
MEET OUR DEBT SERVICE REQUIREMENTS.

         Our balance sheet is highly leveraged given our present operating
level. There is a risk that we may be unable to obtain sufficient cash flow from
operations or obtain other financing in the future to repay this debt. As of
March 31, 2002, we had approximately $162 million of long-term debt, and the
current portion of our long-term debt was $3.2 million. For the year ended
December 31, 2001, we had total interest expense of approximately $15.4 million,
and the current portion of our long-term debt was $3.4 million at December 31,
2001. For the year ended December 31, 2000, we had total interest expense of
approximately $19.1 million, and the current portion of our long-term debt was
$329,000 at December 31, 2000. Our ability to meet our debt service requirements
and comply with the covenants in our various debt agreements, including the
indenture governing our senior subordinated notes, will depend on our future
performance. This, in turn, is subject to the volatile nature of the oil and gas
industry, and to competitive, economic, financial and other factors that are
beyond our control. If we are unable to obtain sufficient cash flow from
operations or obtain other financing in the future to service our debt, we may
be required to sell assets, reduce capital expenditures or refinance all or a
portion of our existing debt in order to continue to operate. We may not be able
to obtain any additional debt or equity financing if and when needed, and the
terms we may be required to offer for this additional debt or equity financing
may not be as favorable as the terms we have been able to obtain in the past.

         Substantially all of our assets are pledged to secure our credit
facility, and the indenture governing our senior subordinated notes restricts
our ability to incur additional debt. In particular, we may not incur additional
debt unless the ratio of our net income before income taxes, interest expense
and certain non-cash charges for the four preceding fiscal quarters, to our
interest expense for the same four quarters, would be at least 2:1. In
calculating this "fixed charge coverage ratio", the additional debt is treated
as if it had been incurred on the first day of the four quarter period, and
several other adjustments required by the indenture are made. The principal
exceptions to this restriction include our ability to:

         o        refinance existing debt without increasing the amount of that
                  debt;

         o        incur up to $100,000,000 of debt under our credit facility or
                  a replacement or refinancing of our credit facility;

         o        issue bonds, letters of credit and similar items in the
                  ordinary course of our business;



                                       10
<PAGE>

         o        incur capitalized leases and obligations for the purchase of
                  property not exceeding a total of $20,000,000; and

         o        have outstanding at any time up to $25,000,000 of additional
                  debt.

         As of March 31, 2002, not including amounts available under our credit
facility, the refinance of existing debt and the issuance of bonds, letters of
credit and similar items in the ordinary course of business, we could incur up
to $30 million of additional debt within the indenture restrictions.

WE MAY NOT BE ABLE TO COMPLY WITH ALL OF THE RESTRICTIONS IMPOSED BY THE TERMS
OF OUR INDEBTEDNESS AND COULD BE PLACED IN DEFAULT BY OUR LENDERS.

         Both the indenture governing the terms of our senior subordinated notes
and our credit facility contain restrictive covenants with which we may not be
able to comply. Our credit facility also requires us to satisfy certain
financial tests. If we were to breach these covenants or fail to satisfy these
financial tests, all amounts owing, including accrued interest, under both our
senior subordinated notes and our credit facility could be declared immediately
due and payable. The lenders under the credit facility also could terminate all
commitments under the credit facility and enforce their rights to their security
interests on substantially all of our assets. In addition, a default under our
credit facility could constitute a cross-default under the indenture, and a
default under the indenture could constitute a cross-default under our credit
facility.

         Our ability to comply with these restrictive covenants and satisfy
these financial tests may be affected by events beyond our control. These events
include changes in oil and gas exploration and production levels and industry
conditions that affect our financing and capital needs. The indenture includes
covenants limiting our ability to:

            o  incur additional debt;

            o  pay dividends and redeem capital stock;

            o  make certain investments;

            o  issue any capital stock of our subsidiaries;

            o  create any liens or other restrictions affecting our
               subsidiaries;

            o  issue any guarantees;

            o  enter into transactions with any of our affiliates; and

            o  sell assets, merge or consolidate.

WE HAVE HIGH LEVELS OF FIXED COSTS THAT MAY NOT BE COVERED IF THERE ARE ANY
DOWNTURNS IN OUR BUSINESS.

         Our business has high fixed costs, and downtime or low productivity due
to reduced demand, weather interruptions, equipment failures or other causes can
result in significant operating losses.



                                       11
<PAGE>

WE HAVE HIGH LEVELS OF GOODWILL IN RELATION TO OUR TOTAL ASSETS AND
STOCKHOLDERS' EQUITY AS A RESULT OF ACQUISITIONS. THIS COULD HAVE A SIGNIFICANT
IMPACT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

         As of March 31, 2002, we had recorded over $105.7 million in
unamortized costs in excess of net assets of businesses we acquired and
identifiable intangible assets. Our estimates of the values of these assets
could be reduced in the future as a result of various factors beyond our
control. Any reduction in the value of these assets would reduce our reported
income or increase our reported loss and reduce our total assets and
stockholders' equity in the year in which the reduction is recognized. The
$105.7 million balance of unamortized costs represents 20.8% of our total assets
and 35.7% of our total stockholders' equity as of March 31, 2002.

WE MAY NOT BE ABLE TO KEEP PACE WITH THE CONTINUAL AND RAPID TECHNOLOGICAL
DEVELOPMENTS THAT CHARACTERIZE THE MARKET FOR OUR PRODUCTS AND SERVICES, AND OUR
FAILURE TO DO SO MAY RESULT IN OUR LOSS OF MARKET SHARE.

         The market for our products and services is characterized by continual
and rapid technological developments that have resulted in, and will likely
continue to result in, substantial improvements in product functions and
performance. If we are not successful in developing and marketing, on a timely
and cost-effective basis, product enhancements or new products that respond to
technological developments that are accepted in the marketplace or that comply
with industry standards, we could lose market share. In addition, current
competitors or new market entrants may develop new technologies, products or
standards that could render some of our products or services obsolete, which
could have a material adverse effect on our consolidated financial statements.

         Our future success and profitability are dependent upon our ability to:

            o  improve our existing product lines;

            o  address the increasingly sophisticated needs of our customers;

            o  maintain a reputation for technological leadership;

            o  maintain market acceptance of our products and services; and

            o  anticipate changes in technology and industry standards and
               respond to technological developments on a timely basis, either
               internally or through strategic alliances.

THE DEMAND FOR OUR SERVICES MAY BE ADVERSELY AFFECTED BY SHORTAGES OF CRITICAL
EQUIPMENT IN THE OIL AND GAS INDUSTRY AND PERSONNEL TRAINED TO OPERATE THIS
EQUIPMENT.

         Shortages of critical equipment necessary to explore for, produce or
deliver oil and gas have on occasion limited the amount of drilling activity in
our primary markets. There also have been shortages of qualified personnel
necessary to operate this equipment. Shortages in either of these areas could
limit the amount of drilling activity and, accordingly, the demand for our
services. There is a risk that these shortages may occur again in the future and
reduce the demand for our services. These shortages also may limit our ability
to expand our services or geographic presence.



                                       12
<PAGE>

IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL,
WE MAY NOT BE SUCCESSFUL.

         Our future success depends on our ability to retain our highly-skilled
engineers and technical sales and service personnel. The market for these
employees is very competitive, and if we cannot continue to attract and retain
quality personnel, our ability to compete effectively and to grow our business
will be severely limited. We expect that as conditions improve in the oil and
gas market generally, the supply of qualified personnel in the oilfield service
industry could tighten substantially. Furthermore, attracting and retaining
qualified personnel in our industry typically requires attractive compensation
packages. A significant increase in the wages paid by competing employers could
result in a reduction in our skilled labor force, increases in the rates of
wages we must pay, or both. Our success also depends upon the continuing
contributions of our key executive officers, many of whom would be difficult to
replace, including James D. Cole, our Chairman and Chief Executive Officer and
Wm. Thomas Ballantine, our President. None of our executive officers is covered
by a long-term employment contract, and we do not know how long they will remain
with our organization. We do not have key man life insurance policies on any of
our personnel.

A RESCISSION OR RELAXATION OF GOVERNMENT REGULATIONS COULD REDUCE THE DEMAND FOR
OUR SERVICES AND REDUCE OUR REVENUES AND INCOME. CHANGES IN EXISTING REGULATIONS
ALSO COULD REQUIRE US TO CHANGE THE WAY WE DO BUSINESS, WHICH MAY HAVE A
MATERIAL ADVERSE AFFECT ON OUR CONSOLIDATED FINANCIAL STATEMENTS.

         We believe that the demand for our principal environmental services is
directly related to regulation of E&P waste. If these regulations were rescinded
or relaxed, or governmental authorities failed to enforce these regulations, we
could see a decrease in the demand for our services. This decrease in demand
could materially affect our consolidated financial statements. We may also be
affected adversely by new regulations or changes in other applicable
regulations.

         E&P waste that is not contaminated with NORM is currently exempt from
the principal Federal statute governing the handling of hazardous waste. In
recent years, proposals have been made to rescind this exemption. If the
exemption covering this type of E&P waste is repealed or modified, we could be
required to alter significantly our method of doing business. We also could be
required to change the way we do business if the regulations interpreting the
rules regarding the treatment or disposal of E&P waste or NORM waste were
changed. If we are required to change the way we do business, it could have a
material adverse effect on our consolidated financial statements.

OUR PATENTS OR OTHER PROPRIETARY TECHNOLOGY MAY NOT PREVENT OUR COMPETITORS FROM
DEVELOPING SUBSTANTIALLY SIMILAR TECHNOLOGY, WHICH WOULD REDUCE ANY COMPETITIVE
ADVANTAGES WE MAY HAVE FROM THESE PATENTS AND PROPRIETARY TECHNOLOGY.

         We hold U.S. and foreign patents for certain of our drilling fluids
systems and mat systems. We also hold U.S. patents on certain aspects of our
system to process and dispose of E&P waste, including E&P waste that is
contaminated with NORM. However, these patents are not a guarantee that we will
have a meaningful advantage over our competitors, and there is a



                                       13
<PAGE>

risk that others may develop systems that are substantially equivalent to those
covered by our patents. If that were to happen, we would face increased
competition from both a service and a pricing standpoint. In addition, costly
and time-consuming litigation could be necessary to enforce and determine the
scope of our patents and proprietary rights. Our business could be negatively
impacted by future technological change and innovation. It is possible that
future innovation could change the way companies drill for oil and gas, reduce
the amount of waste that is generated from drilling activities or create new
methods of disposal or new types of drilling fluids. This could reduce the
competitive advantages we may derive from our patents and other proprietary
technology.

WE FACE INTENSE COMPETITION IN OUR EXISTING MARKETS AND EXPECT TO FACE TOUGH
COMPETITION IN ANY MARKETS INTO WHICH WE SEEK TO EXPAND. THIS WILL PUT PRESSURE
ON OUR ABILITY TO MAINTAIN OUR CURRENT MARKET SHARE AND MAY LIMIT OUR ABILITY TO
EXPAND OUR MARKET SHARE OR ENTER INTO NEW MARKETS.

         E&P waste processing is a relatively new industry. We expect that
competition in this market will increase as the industry develops, which could
put downward pressure on our margins or make it more difficult for us to
maintain or expand our market share. In the meantime, we would expect to
encounter significant competition if we try to expand into new geographic areas
or if we introduce new services. Barriers to entry by competitors in the
environmental and oilfield services industries are low. Therefore, competitive
products and services have been and may be developed and marketed successfully
by others. We also face competition from efforts by oil and gas producing
customers to improve their own methods of disposal. By doing so, they can reduce
or eliminate the need to use third party E&P waste disposal companies like us.
Our ability to expand our business or increase prices will also be affected by
future technological change and innovation, which could affect our customers'
decisions to use their own methods of disposal. We also face competition in the
drilling fluids market, where there are several companies larger than us that
may have both lower capital costs and greater geographic coverage. There also
are numerous smaller companies competing against us in the drilling fluids
market. These companies may have a lower total cost structure.

WE MAY FAIL TO COMPLY WITH ANY OF THE NUMEROUS FEDERAL, STATE AND LOCAL LAWS,
REGULATIONS AND POLICIES THAT GOVERN ENVIRONMENTAL PROTECTION, ZONING AND OTHER
MATTERS APPLICABLE TO OUR BUSINESS, OR THESE REGULATIONS AND POLICIES MAY
CHANGE. IF THAT WERE TO HAPPEN, WE MAY FACE FINES OR OTHER PENALTIES FOR OUR
FAILURE TO COMPLY OR BE FORCED TO MAKE SIGNIFICANT CAPITAL EXPENDITURES OR
CHANGES TO OUR OPERATIONS TO COMPLY WITH THESE NEW REGULATIONS.

         These laws and regulations have changed frequently in the past, and it
is reasonable to expect additional changes in the future. If existing regulatory
requirements change, we may be required to make significant unanticipated
capital and operating expenditures. There is a risk that our operations may not
comply with future laws and regulations. In that event, governmental authorities
may seek to impose fines and penalties on us or to revoke or deny the issuance
or renewal of operating permits for failure to comply with applicable laws and
regulations. Under these circumstances, we might be required to reduce or cease
operations or conduct site remediation or other corrective action. Any of these
results could have a material adverse effect on our consolidated financial
statements.



                                       14
<PAGE>

OUR BUSINESS EXPOSES US TO POTENTIAL ENVIRONMENTAL OR REGULATORY LIABILITY, AND
WE COULD BE REQUIRED TO PAY SUBSTANTIAL AMOUNTS WITH RESPECT TO THESE
LIABILITIES, INCLUDING THE COSTS TO CLEAN UP AND CLOSE CONTAMINATED SITES.

         Our business exposes us to the risk that harmful substances may escape
into the environment, which could result in:

            o  personal injury or loss of life;

            o  severe damage to or destruction of property; and

            o  environmental damage and suspension of operations.

         Our current and past activities, as well as the activities of our
former divisions and subsidiaries, could result in our facing substantial
environmental, regulatory and other liabilities. This could include the costs of
cleanup of contaminated sites and site closure obligations. These liabilities
could also be imposed on the basis of one or more of the following theories:

            o  negligence;

            o  strict liability;

            o  breach of contract with customers; and

            o  our contractual agreements to indemnify our customers in the
               normal course of our business.

         Certain aspects of the technology we use in our injection wells have
not been used before by others. The future performance of this technology is
uncertain.

WE MAY NOT HAVE ADEQUATE INSURANCE FOR POTENTIAL LIABILITIES, AND ANY
SIGNIFICANT LIABILITY NOT COVERED BY INSURANCE OR IN EXCESS OF OUR COVERAGE
LIMITS COULD HAVE A MATERIAL ADVERSE AFFECT ON OUR FINANCIAL CONDITION.

         While we maintain liability insurance, this insurance is subject to
coverage limits. In addition, certain policies do not provide coverage for
damages resulting from environmental contamination. We face the following risks
with respect to our insurance coverage:

            o  we may not be able to continue to obtain insurance on
               commercially reasonable terms or at all;

            o  we may be faced with types of liabilities that will not be
               covered by our insurance;

            o  our insurance carriers may not be able to meet their obligations
               under the policies; and

            o  the dollar amount of any liabilities may exceed our policy
               limits.

         Even a partially uninsured claim, if successful and of significant
size, could have a material adverse effect on our consolidated financial
statements.



                                       15
<PAGE>

WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS WHICH COULD
LIMIT OUR ABILITY TO EXPAND INTERNATIONALLY OR REDUCE THE REVENUES AND
PROFITABILITY OF THESE OPERATIONS.

         We have significant operations in Canada and may seek to expand to
other areas outside the United States in the future. International operations
are subject to a number of risks and uncertainties, including:

            o  difficulties and cost associated with complying with a wide
               variety of complex foreign laws, treaties and regulations;

            o  unexpected changes in regulatory environments;

            o  inadequate protection of intellectual property in foreign
               countries;

            o  legal uncertainties, timing delays and expenses associated with
               tariffs, export licenses and other trade barriers;

            o  difficulties enforcing agreements and collecting receivables
               through foreign legal systems;

            o  tax rates in foreign countries that may exceed those of the
               United States and foreign earnings that may be subject to
               withholding requirements, tariffs or other restrictions;

            o  exchange controls or other limitations on international currency
               movements;

            o  fluctuations in foreign currency exchange rates; and

            o  political and economic instability.

         Our success will be dependent, in part, on our ability to anticipate
and effectively manage these and other risks. Any of these factors could impair
our ability to expand into international markets and could prevent us from
increasing our revenue and our profitability and meeting our growth objectives.

THE HOLDERS OF OUR OUTSTANDING SHARES OF PREFERRED STOCK HAVE RIGHTS, AND THE
HOLDERS OF ANY ADDITIONAL SHARES OF PREFERRED STOCK THAT MAY BE ISSUED BY US MAY
BE GRANTED RIGHTS, THAT ARE SUPERIOR TO THE RIGHTS OF HOLDERS OF OUR COMMON
STOCK.

         After giving effect to the purchase of the 150,000 shares of Series A
Cumulative Perpetual Preferred Stock, we will have outstanding 120,000 shares of
Series B Convertible Preferred Stock and 120,000 shares of Series C Convertible
Preferred Stock. These shares of preferred stock have dividend and liquidation
preferences superior to those of the common stock, as well as specified rights
in connection with mergers and other business combination transactions in which
we may be involved.

         The holders of the Series B Convertible Preferred Stock and the Series
C Convertible Preferred Stock will have the right in any business combination to
elect to receive either or a combination of the following:

         o        the stock and other securities, cash and property which the
                  holder would have received had the holder converted the
                  holder's preferred stock into shares of our common stock
                  immediately before the transaction;



                                       16
<PAGE>

         o        shares of common stock of the acquiring person or its parent
                  company, as elected by the holders, according to formulas
                  which take into account various factors, including the
                  acquisition price for our common stock, the conversion price
                  for the holder's preferred stock, the market price of the
                  common stock of the acquiring person or its parent and the
                  stated value of the holder's preferred stock; or

         o        cash in an amount equal to 133% of the stated value of the
                  holder's preferred stock, to be paid by the acquiring party or
                  its parent.

         In addition, after giving effect to the purchase of the 150,000 shares
of Series A Cumulative Perpetual Preferred Stock, our Board of Directors may
issue up to 760,000 additional shares of preferred stock without further
stockholder approval and with voting, dividend or liquidation rights that could
adversely affect your rights as common stockholders. These shares of preferred
stock could delay, deter or prevent a change in control of Newpark or other
corporate action. This could discourage premium bids for our common stock.

THE MARKET PRICE OF OUR COMMON STOCK IS SUBJECT TO FLUCTUATION, AND INVESTORS
MAY NOT BE ABLE TO PREDICT THE TIMING OR EXTENT OF THESE FLUCTUATIONS.

         The market price of our common stock may fluctuate depending on a
number of factors. These include the general economy, stock market conditions,
general trends in the oilfield service industry, announcements made by us or our
competitors and variations in our operating results. Investors may not be able
to predict the timing or extent of these fluctuations.

WE DO NOT PLAN TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, AND INVESTORS SHOULD
NOT BUY OUR COMMON STOCK EXPECTING TO RECEIVE DIVIDENDS.

         We have paid no dividends on our common stock, and we may not achieve
sufficient earnings to pay cash dividends on our common stock in the future.
Further, we intend to retain earnings to fund our operations. The indenture
governing our senior subordinated notes and our credit facility restrict our
ability to pay dividends and make other distributions. In addition, so long as
shares of our Series B Convertible Preferred Stock or our Series C Convertible
Preferred Stock are outstanding, we may not pay any dividends on our common
stock, except for dividends payable solely in shares of our common stock.
Therefore, we do not anticipate paying any cash dividends on our common stock
for the foreseeable future.

                           FORWARD-LOOKING STATEMENTS

         Some of the statements contained in or incorporated by reference in
this prospectus discuss our plans and strategies for our business or state other
forward-looking statements, as this term is defined in the Private Securities
Litigation Reform Act. The words "anticipates", "believes", "estimates",
"expects", "plans", "intends" and similar expressions are intended to identify
these forward-looking statements but are not the exclusive means of identifying
them. These forward-looking statements reflect the current views of our
management; however, various risks, uncertainties and contingencies, including
the risk factors discussed above, could cause our actual results, performance or
achievements to differ materially from those expressed in, or implied by, these
statements, including the success or failure of our efforts to implement our
business strategy.



                                       17
<PAGE>

         We assume no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in or incorporated by reference in this prospectus might not
occur. In addition to the disclosure contained in this prospectus, you should
carefully review any disclosure of risks and uncertainties contained in other
documents we file or have filed from time to time with the Securities and
Exchange Commission according to the Securities Exchange Act of 1934.

                                 USE OF PROCEEDS

         Unless we specify otherwise in the applicable prospectus supplement,
the net proceeds from the sale of the common stock offered by this prospectus
will be used to purchase the 150,000 shares of Series A Cumulative Perpetual
Preferred Stock currently outstanding or to repay amounts borrowed under our
credit facility to fund the purchase. We have agreed to purchase the Series A
preferred stock for a price of $15 million, plus all unpaid dividends accrued
until the date of purchase. We intend to sell under this prospectus only the
number of shares of our common stock that will be required for us to pay for the
purchase price for this preferred stock, or to repay the amounts borrowed to pay
this purchase price, and to pay the expenses of this offering. As a result, we
believe this offering will have substantially the same effect on us as if the
preferred stock had been converted into common stock by the holder of the
preferred stock.

                              PLAN OF DISTRIBUTION

         We may sell the securities offered by this prospectus directly to one
or more purchasers or to or through agents, underwriters or dealers.

         In the accompanying prospectus supplement we will identify or describe:

         o        any underwriters, dealers or agents;

         o        their compensation;

         o        the public offering price of the securities; and

         o        the net proceeds to be received by us.

         We may designate agents who agree to use their reasonable efforts to
sell securities on a continuing basis during the period of their appointment.

         If we use underwriters for a sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or re-allowed
or paid to dealers may be changed from time to time.

         We may also sell securities directly to one or more purchasers without
using underwriters or agents.

                                       18
<PAGE>

         Underwriters, dealers, and agents that participate in the distribution
of the securities may be underwriters as defined in the Securities Act of 1933,
and any discounts or commissions they receive from us may be treated as
underwriting discounts and commissions under the Securities Act. We may have
agreements with the underwriters, dealers and agents to indemnify them against
certain civil liabilities, including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with or perform
services for us in the ordinary course of their businesses.

                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with
the U.S. Securities and Exchange Commission using a "shelf" registration
process. This means:


         o        we may issue shares of common stock covered by this prospectus
                  from time to time;

         o        we will provide a prospectus supplement each time we issue
                  shares of common stock covered by this prospectus; and

         o        the prospectus supplement will provide specific information
                  about the terms of that offering and also may add, update or
                  change information contained in this prospectus.

         You should read both this prospectus and the accompanying prospectus
supplement together with additional information described below under the
heading "Where You Can Find More Information."

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy that information at the
public reference rooms of the SEC at its offices located at 450 Fifth Street,
NW, Washington, D.C. 20549, and at its regional offices located at 233 Broadway,
New York, New York 10279 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You can call the SEC at 1-800-SEC-0330 for more information
about the public reference rooms. The SEC also maintains an Internet site that
contains reports, proxy and information statements and other information
regarding registrants, like us, that file reports with the SEC electronically.
The SEC's Internet address is http://www.sec.gov.

         We maintain an Internet site at http://www.newpark.com that contains
information about our business. The information contained at our Internet site
is not part of this prospectus.

         We have filed a registration statement and related exhibits with the
SEC to register the securities offered by this prospectus. The registration
statement contains additional information about us and our securities. You may
inspect the registration statement and exhibits without charge at the SEC's
public reference rooms, and you may obtain copies from the SEC at prescribed
rates.



                                       19
<PAGE>

         The SEC allows us to "incorporate by reference" the information we file
with it, which means:

         o        incorporated documents are considered part of the prospectus;

         o        we can disclose important information to you by referring you
                  to those documents; and

         o        information that we file with the SEC will automatically
                  update and supersede this incorporated information.

         We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities offered by
this prospectus:

         o        Our annual report on Form 10-K for the year ended December 31,
                  2001;

         o        Our quarterly report on Form 10-Q for the quarter ended March
                  31, 2002;

         o        The description of our common stock set forth in our
                  registration statement pursuant to Section 12 of the
                  Securities Exchange Act, as amended from time to time; and

         o        All documents filed by us with the SEC pursuant to Sections
                  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
                  the date of this prospectus and prior to the termination of
                  this offering.

         At your request, we will provide you with a free copy of any of these
filings (except for exhibits, unless the exhibits are specifically incorporated
by reference into the filing). You may request copies by writing or telephoning
us at:

                             Newpark Resources, Inc.
                         3850 North Causeway, Suite 1770
                            Metairie, Louisiana 70002
                   Attn: Ms. Edah Keating, Corporate Secretary
                                 (504) 838-8222

                                  LEGAL MATTERS

         The validity of the securities being offered by this prospectus will be
passed upon for us by Ervin, Cohen & Jessup LLP, Beverly Hills, California, and
for any underwriters, dealers or agents by counsel which we will name in the
applicable prospectus supplement.

                                     EXPERTS

         Our consolidated financial statements as of December 31, 2001 and 2000
and for each of the three years in the period ended December 31, 2001
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are included in this prospectus in reliance upon the
authority of Arthur Andersen LLP as experts in accounting and auditing in giving
these reports. Reference is made to this report, which includes an explanatory
paragraph with respect




                                       20
<PAGE>

to a change in the method of computing depreciation in 1999, as discussed in
Note A to the financial statements.

                                  OTHER MATTERS

         On March 14, 2002, our independent public accountant, Arthur Andersen
LLP, was indicted on federal obstruction of justice charges arising from the
federal government's investigation of Enron Corp. Arthur Andersen LLP has pled
not guilty and indicated that it intends to contest the indictment. Given the
uncertainty surrounding the indictment, it may become difficult for you to seek
remedies against Arthur Andersen LLP. Our Audit Committee and the Board will
continue to monitor the situation closely and take appropriate action, including
engaging independent public accountants other than Arthur Andersen LLP, if and
when conditions warrant.

         As a public company, we are required to file with the Securities and
Exchange Commission periodic financial statements audited or reviewed by an
independent public accountant. The Securities and Exchange Commission has said
that it will continue accepting financial statements audited by Arthur Andersen
LLP, and interim financial statements reviewed by it, so long as Arthur Andersen
LLP is able to make certain representations to its clients concerning audit
quality controls. Arthur Andersen LLP has made these representations to us. Our
access to capital markets could be temporarily impaired if for any reason Arthur
Andersen LLP is unable to perform required audit-related services for us. In
such event, we would promptly seek to engage a new independent public accounting
firm or take other necessary actions in order to maintain our access to capital
markets.



                                       21
<PAGE>


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



NO ONE (INCLUDING ANY SALESMAN OR BROKER) IS AUTHORIZED TO PROVIDE ORAL OR
WRITTEN INFORMATION ABOUT THIS OFFERING THAT IS NOT INCLUDED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION.

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


                                TABLE OF CONTENTS

<Table>
<Caption>

                                                  PAGE
                                                  ----
<S>                                               <C>
Prospectus Summary............................      3
     The Company..............................      3
     The Offering.............................      5
Risk Factors..................................      6
Forward-Looking Statements....................     17
Use of Proceeds...............................     18
Plan of Distribution..........................     18
About This Prospectus.........................     19
Where You Can Find
  More Information............................     19
Legal Matters.................................     20
Experts.......................................     20
Other Matters.................................     21
</Table>

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


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


                         [NEWPARK RESOURCES, INC. LOGO]

                             NEWPARK RESOURCES, INC.


                                2,000,000 SHARES






                                  COMMON STOCK
                                ($.01 PAR VALUE)




                                   PROSPECTUS






                                  MAY 15, 2002




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

</TEXT>
</DOCUMENT>
