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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

(MARK ONE)
   [X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                                       OR
   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE TRANSITION PERIOD FROM.........TO........
                           COMMISSION FILE NO. 0-20310
                         SUPERIOR ENERGY SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                     75-2379388
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)


            1105 PETERS ROAD
              HARVEY, LA                                   70058
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


                  REGISTRANT'S TELEPHONE NUMBER: (504) 362-4321

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class:                Name of each exchange on which registered:
Common Stock, $.001                      Par Value New York Stock Exchange


           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at June 30, 2003 based on the closing price on the New York Stock
Exchange on that date was $525,743,000.

The number of shares of the Registrant's common stock outstanding on March 1,
2004 was 74,218,201.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain information called for by Items 10, 11, 12, 13 and 14 of Part III will
be included in an amendment to this Form 10-K or incorporated by reference from
the Registrant's definitive proxy statement to be filed pursuant to Regulation
14A.

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


<PAGE>


                         SUPERIOR ENERGY SERVICES, INC.
                         ANNUAL REPORT ON FORM 10-K FOR
                     THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                TABLE OF CONTENTS


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PART I


     Items 1. & 2.Business and Properties                                                                  1

     Item 3.      Legal Proceedings                                                                        9

     Item 4.      Submission of Matters to a Vote of Security Holders                                      9

     Item 4A.     Executive Officers of Registrant                                                        10


PART II


     Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters                   11

     Item 6.      Selected Financial Data                                                                 12

     Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations   13

     Item 7A.     Quantitative and Qualitative Disclosures about Market Risk                              21

     Item 8.      Financial Statements and Supplementary Data                                             23

     Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    44

     Item 9A.     Controls and Procedures                                                                 44


PART III


     Item 10.     Directors and Executive Officers of the Registrant                                      45

     Item 11.     Executive Compensation                                                                  45

     Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
                  Matters                                                                                 45

     Item 13.     Certain Relationships and Related Transactions                                          45

     Item 14.     Principal Accountant Fees and Services                                                  45


PART IV


     Item 15.     Exhibits, Financial Statement Schedules and Reports on Form 8-K                         46
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                                       (i)


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PART I


ITEMS 1. & 2. BUSINESS AND PROPERTIES

GENERAL

We are a leading provider of specialized oilfield services and equipment focused
on serving the production-related needs of oil and gas companies in the Gulf of
Mexico. We believe that we are one of the few companies in the Gulf of Mexico
capable of providing most of the post wellhead products and services necessary
to maintain offshore producing wells, as well as plug and abandonment services
at the end of their life cycle. We believe that our ability to provide our
customers with multiple services and to coordinate and integrate their delivery
allows us to maximize efficiency, reduce lead-time and provide cost-effective
solutions for our customers.

Over the past several years, we have significantly expanded the geographic scope
of our operations and the range of production-related services we provide
through both internal growth and strategic acquisitions. We have expanded our
geographic focus to select international market areas and added complementary
product and service offerings. Currently, we provide a full range of products
and services for our customers, including well intervention services, marine
services, rental tools and other oilfield services.

OPERATIONS

Well Intervention Services. We provide well intervention services that stimulate
oil and gas production using platforms or liftboats rather than through the use
of a drilling rig, which we believe provides a cost advantage to our customers.
These services include coiled tubing, electric wireline, mechanical wireline,
pumping and stimulation, artificial lift, well control, snubbing, recompletion,
engineering and well evaluation services. We are the leading provider of
mechanical wireline services in the Gulf of Mexico with approximately 180
offshore wireline units, 20 land wireline units and 11 dedicated liftboats
configured specifically for wireline services. We also perform both permanent
and temporary plug and abandonment services.

In 2003, we expanded our well intervention services to include acquiring mature,
shallow water oil and gas properties in the Gulf of Mexico to provide our
customers a cost-effective alternative to the decommissioning process. Once
properties are acquired, we will develop and produce the remaining reserves and
then plug and abandon the wells and decommission and abandon all well
facilities. Our goal is to provide additional opportunities for our well
intervention group and to expand our well intervention services from our
traditional emphasis on plugging and abandoning wells to facility salvaging and
decommissioning activities by using our liftboat fleet when possible. We hope to
achieve our goals in this area by efficiently developing acquired reserves and
performing decommissioning and abandonment work, lowering lease operating
expenses and adding new reserves through well work. The intent is to partially
offset the seasonal and cyclical nature of our business by scheduling work
during slower periods. In December 2003, we acquired our first offshore
properties, most of which are in water-depths accessible by our liftboat fleet.

Marine Services. We own and operate the largest and most diverse liftboat fleet
in the world. A liftboat is a self-propelled, self-elevating work platform with
legs, cranes and living accommodations. We believe that our liftboat fleet is
highly complementary to our well intervention services. Our fleet consists of 53
liftboats, including 11 liftboats configured specifically for wireline services
and 42 in our rental fleet with leg-lengths from 65 feet through 250 feet. All
but one of our liftboats are currently operating in the Gulf of Mexico and
represent approximately 24% of the liftboats located in the Gulf of Mexico. We
currently have a 200-foot class liftboat and under contract in Venezuela. We
intend to reposition some of our larger liftboats to international market areas
under long-term contracts as opportunities arise.

Rental Tools. We are a leading provider of rental tools in the Gulf of Mexico.
We manufacture, sell and rent specialized equipment for use with offshore and
onshore oil and gas well drilling, completion, production and workover
activities. Through internal growth and acquisitions, we have increased the size
and breadth of our rental tool inventory and now have 36 locations in all major
staging points for offshore oil and gas activities in the Gulf of Mexico. We
also have rental tool operations in Venezuela, Trinidad, Canada, the United
Kingdom, the Netherlands and the Middle East with a limited inventory of rental
tools for these market areas. Our rental tools include pressure


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control equipment, specialty tubular goods, connecting iron, handling tools,
drill pipe, bolting equipment, tongs, power swivels and stabilizers. We also
provide both land and offshore on-site accommodations through our rental tools
segment.

Other Oilfield Services. We provide a broad range of platform and field
management services to the offshore and onshore oil and gas industry, including
property management, engineering services, operating labor, transportation,
tools and supplies, technical supervision, maintenance, supplemental personnel,
and logistics services. We currently provide property management services to
approximately 120 offshore facilities in the Gulf of Mexico. We also provide
non-hazardous oilfield waste management and environmental cleaning services,
including tank and vessel cleaning and safe vessel entry. We sell oil spill
containment inflatable boom and ancillary storage, deployment and retrieval
equipment. We also provide other services, including the manufacture and sale of
specialized drilling rig instrumentation, electronic torque and pressure control
equipment.

For additional industry segment financial information, see note 15 to our
consolidated financial statements.

CUSTOMERS

Our customers have primarily been the major and independent oil and gas
companies operating on the U.S. continental shelf. In 2003, 2002 and 2001, sales
to ChevronTexaco accounted for approximately 11%, 12% and 12% of our total
revenue, respectively, primarily in the well intervention and other oilfield
services segments. We do not believe that the loss of any one customer would
have a material adverse effect on our revenues. However, our inability to
continue to perform services for a number of our large existing customers, if
not offset by sales to new or other existing customers could have a material
adverse effect on our business and operations.

COMPETITION

We operate in highly competitive areas of the oilfield services industry. The
products and services of each of our principal operating segments are sold in
highly competitive markets, and our revenues and earnings can be affected by the
following factors:

         o    changes in competitive prices,
         o    oil and gas prices and industry perceptions of future prices, 
         o    fluctuations in the level of activity by oil and gas producers, 
         o    changes in the number of liftboats operating in the Gulf of 
              Mexico,
         o    the ability of oil and gas producers to generate capital, 
         o    general economic conditions and
         o    governmental regulation.

We compete with the oil and gas industry's largest integrated oilfield service
providers in the production-related services segments in which we operate,
including well intervention and other oilfield services. The rental tools
divisions of such companies, as well as several smaller companies that are
single source providers of rental tools, are our competitors in the rental tools
market. In the marine services segment, we compete with smaller companies that
provide liftboat services. We believe that the principal competitive factors in
the market areas that we serve are price, product and service quality, safety
record, equipment availability and technical proficiency.

Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Further, if our competitors construct additional liftboats for the Gulf of
Mexico market area, it will increase the competition for that service.
Competitive pressures or other factors also may result in significant price
competition that could reduce our operating cash flow and earnings. In addition,
competition among oilfield service and equipment providers is affected by each
provider's reputation for safety and quality. Although we believe that our
reputation for safety and quality service is a key advantage, we cannot assure
that we will be able to maintain our competitive position.


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HEALTH, SAFETY AND ENVIRONMENTAL ASSURANCE

We have established health, safety and environmental performance as a corporate
priority. Our goal is to be an industry leader, by focusing on the belief that
all safety and environmental incidents are preventable and an injury-free
workplace is achievable by creating a culture that emphasizes correct behavior.
We have introduced a company-wide effort to enhance a behavioral safety process
and training program that makes safety a constant focus of awareness through
open communication with all offshore and yard employees. In addition, we
investigate all incidents with a priority of identifying and implementing the
corrective measures necessary to reduce the chance of reoccurrence. Results from
this program were evident as our safety performance improved significantly in
2003.

POTENTIAL LIABILITIES AND INSURANCE

Our operations involve a high degree of operational risk, particularly of
personal injury and damage or loss of equipment. Failure or loss of our
equipment could result in property damages, personal injury, environmental
pollution and other damage for which we could be liable. Litigation arising from
the sinking of a liftboat or a catastrophic occurrence at a location where our
equipment and services are used may result in large claims for damages in the
future. We maintain insurance against risks that we believe is consistent with
industry standards and required by our customers. In addition, changes in the
insurance industry have generally led to higher insurance costs and decreased
availability of coverage. The availability of insurance covering risks we and
our competitors typically insure against may decrease, and the insurance that we
are able to obtain may have higher deductibles, higher premiums and more
restrictive policy terms.

GOVERNMENTAL REGULATION

Our business is significantly affected by the following:

         o    state and federal laws and other regulations relating to the oil
              and gas industry,
         o    changes in such laws and regulations and
         o    the level of enforcement thereof.

We cannot predict the level of enforcement of existing laws and regulations or
how such laws and regulations may be interpreted by enforcement agencies or
court rulings in the future. We also cannot predict whether additional laws and
regulations will be adopted, or the effect such changes may have on us, our
businesses or our financial condition.

Federal and state laws require owners of non-producing wells to plug the well
and remove all exposed piping and rigging before the well is permanently
abandoned. The timing and need for plug and abandonment services for wells
situated on the U.S. continental shelf are regulated by the Minerals Management
Service (MMS) of the United States Department of the Interior. State regulatory
agencies similarly regulate plug and abandonment services within state coastal
waters.

A decrease in the level of industry compliance with or enforcement of these laws
and regulations in the future may adversely affect the demand for our services.
In addition, the demand for our services from the oil and gas industry is
affected by changes in applicable laws and regulations. The adoption of new laws
and regulations curtailing drilling for oil and gas in our operating areas for
economic, environmental or other policy reasons could also adversely affect our
operations by limiting demand for our services.

Certain of our employees who perform services on offshore platforms and
liftboats are covered by the provisions of the Jones Act, the Death on the High
Seas Act and general maritime law. These laws operate to make the liability
limits established under state workers' compensation laws inapplicable to these
employees. Instead, these employees or their representatives are permitted to
pursue actions against us for damages for job related injuries, with generally
no limitations on our potential liability.

Our operations also subject us to compliance with certain federal and state
pollution control and environmental protection laws and regulations. The
technical requirements of these laws and regulations are becoming increasingly
complex and stringent, and compliance is becoming increasingly difficult and
expensive. We believe


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that our present operations substantially comply with these laws and regulations
and that such compliance has had no material adverse effect upon our operations.
Sanctions for noncompliance may include the following:

         o    revocation of permits,
         o    corrective action orders,
         o    administrative or civil penalties and
         o    criminal prosecution.

The MMS requires holders of offshore oil and gas leases to post bonds in
connection with the plugging and abandonment of wells located offshore and the
removal of all production facilities. We currently have bonded our offshore
leases as required by the MMS, consisting of a $3.0 million Area-Wide Bond plus
a $300,000 Pipeline Right-of-Way Bond. Our leases contain standardized terms and
require compliance with detailed MMS regulations and orders. These MMS
directives are subject to change. The MMS has promulgated regulations requiring
offshore production facilities located on the U.S. continental shelf to meet
stringent engineering and construction specifications. The MMS has also
promulgated other regulations governing the plugging and abandonment of wells
located offshore and the removal of all production facilities. Finally, under
certain circumstances, the MMS may require any operations on federal leases to
be suspended or terminated.

Certain environmental laws provide for joint and several strict liabilities for
remediation of spills and other releases of hazardous substances. In addition,
companies may be subject to claims alleging personal injury or property damage
as a result of alleged exposure to hazardous substances. Finally, some
environmental statutes impose strict liability, which could render us liable for
environmental damage without regard to our negligence or fault. It is possible
that changes in environmental laws and enforcement policies, or claims for
damages to people, property, natural resources or the environment could result
in substantial costs and liabilities to us. Our insurance policies provide
liability coverage for sudden and accidental occurrences of pollution or
clean-up and containment in amounts that we believe are comparable to policy
limits carried by others in our industry.

EMPLOYEES

As of March 1, 2004, we had approximately 3,150 employees. None of our employees
is represented by a union or covered by a collective bargaining agreement. We
believe that our relationship with our employees is good.

FACILITIES

Our corporate headquarters are located on a 17-acre tract in Harvey, Louisiana.
Our other principal operating facility is located on a 32-acre tract in
Broussard, Louisiana, which we use to support our rental tools and well
intervention group operations. We support the operations conducted by our
liftboats from a 3.5-acre maintenance and office facility in New Iberia,
Louisiana located on the Intracoastal Waterway that provides access to the Gulf
of Mexico. We also own certain facilities and lease other office, service and
assembly facilities under various operating leases. We have a total of 77
facilities located in Louisiana, Texas, Alabama, Oklahoma, Venezuela, Australia,
Trinidad, the United Kingdom, Canada, the Netherlands, and the Middle East to
support our operations. We believe that all of our leases are at competitive or
market rates and do not anticipate any difficulty in leasing suitable additional
space as may be needed or extending terms when our current leases expire.

INTELLECTUAL PROPERTY

We use several patented items in our operations that we believe are important
but are not indispensable to our operations. Although we anticipate seeking
patent protection when possible, we rely to a greater extent on the technical
expertise and know-how of our personnel to maintain our competitive position.

OTHER INFORMATION

We have our principal executive offices at 1105 Peters Road, Harvey, Louisiana.
Our telephone number is (504) 362-4321. We also have a web site at
http://www.superiorenergy.com. Copies of the annual, quarterly and current
reports we file with the SEC, and any amendments to those reports, are available
on our web site. The information posted on our web site is not incorporated into
this Annual Report.


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CAUTIONARY STATEMENTS

Certain statements made in this Annual Report that are not historical facts are
"forward-looking statements." Such forward-looking statements may include,
without limitation, statements that relate to:

         o    our business strategy, plans and objectives,
         o    our beliefs and expectations regarding future demand for our
              products and services and other events and conditions that may
              influence the oilfield services market and our performance in the
              future and
         o    our future expansion plans, including our anticipated level of
              capital expenditures for, and the nature and scheduling of,
              purchases or manufacture of rental tools, equipment and liftboats.

Also, you can generally identify forward-looking statements by such terminology
as "may," "will," "expect," "believe," "anticipate," "project," "estimate" or
similar expressions. Such statements are based on certain assumptions and
analyses made by our management in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes to be appropriate. We caution you that such statements are
only predictions and not guarantees of future performance and that actual
results, developments and business decisions may differ from those envisioned by
the forward-looking statements.

RISK FACTORS

All phases of our operations are subject to a number of uncertainties, risks and
other influences, many of which are beyond our control. Any one of such
influences, or a combination, could materially affect the accuracy of the
forward-looking statements and the projections on which the statements are
based. Some important factors that could cause actual results to differ
materially from the anticipated results or other expectations expressed in our
forward-looking statements include the following:

WE ARE SUBJECT TO THE CYCLICAL NATURE OF THE OIL AND GAS INDUSTRY.

Our business depends primarily on the level of activity by the oil and gas
companies in the Gulf of Mexico and along the Gulf Coast. This level of activity
has traditionally been volatile as a result of fluctuations in oil and gas
prices and their uncertainty in the future. The purchases of the products and
services we provide are, to a substantial extent, deferrable in the event oil
and gas companies reduce capital expenditures. Therefore, the willingness of our
customers to make expenditures is critical to our operations. The levels of such
capital expenditures are influenced by:

         o    oil and gas prices and industry perceptions of future prices, 
         o    the cost of exploring for, producing and delivering oil and gas, 
         o    the ability of oil and gas companies to generate capital, 
         o    the sale and expiration dates of offshore leases, 
         o    the discovery rate of new oil and gas reserves and 
         o    local and international political and economic conditions.

Although activity levels in production and development sectors of the oil and
gas industry are less immediately affected by changing prices and as a result,
less volatile than the exploration sector, producers generally react to
declining oil and gas prices by reducing expenditures. This has in the past and
may in the future, adversely affect our business. We are unable to predict
future oil and gas prices or the level of oil and gas industry activity. A
prolonged low level of activity in the oil and gas industry will adversely
affect the demand for our products and services and our financial condition and
results of operations.

OUR INDUSTRY IS HIGHLY COMPETITIVE.

We compete in highly competitive areas of the oilfield services industry. The
products and services of each of our principal industry segments are sold in
highly competitive markets, and our revenues and earnings may be affected by the
following factors:


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         o    changes in competitive prices,
         o    fluctuations in the level of activity in major markets,
         o    an increased number of liftboats in the Gulf of Mexico,
         o    general economic conditions and
         o    governmental regulation.

We compete with the oil and gas industry's largest integrated and independent
oilfield service providers. We believe that the principal competitive factors in
the market areas that we serve are price, product and service quality,
availability and technical proficiency.

Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Further, additional liftboat capacity in the Gulf of Mexico would increase
competition for that service. Competitive pressures or other factors also may
result in significant price competition that could have a material adverse
effect on our results of operations and financial condition. Finally,
competition among oilfield service and equipment providers is also affected by
each provider's reputation for safety and quality. Although we believe that our
reputation for safety and quality service is good, we cannot guarantee that we
will be able to maintain our competitive position.

OUR OIL AND GAS OPERATIONS WILL INVOLVE SIGNIFICANT RISKS.

Any acquisitions of mature oil and gas properties will require an assessment of
a number of factors beyond our control. These factors include estimates of
recoverable reserves, future oil and gas prices, operating costs and potential
environmental and plugging and abandonment liabilities. These assessments,
especially estimates of oil and gas reserves, are inexact and their accuracy is
inherently uncertain. In connection with these assessments, we will perform a
review that we believe is generally consistent with industry practices. However,
our reviews will not reveal all existing or potential problems. In addition, our
reviews may not permit us to become sufficiently familiar with the properties to
fully assess their deficiencies and capabilities. We may not always discover
structural, subsurface or environmental problems that may exist or arise. In
connection with our acquisitions, we expect to acquire properties on an "as is"
basis and assume all plugging, abandonment and environmental liability with
limited remedies for breaches of representations and warranties. Therefore, the
risk is that we may overestimate the value of economically recoverable reserves
and underestimate the cost of plugging wells and abandoning production
facilities. Our oil and gas operations will also be subject to risks incident to
the operation of producing wells, including, but not limited to, uncontrollable
flows of oil, gas, brine or well fluids into the environment, blowouts,
cratering, mechanical difficulties, fires, explosions, pollution and other
risks, any of which could result in substantial losses to us.

WE ARE SUSCEPTIBLE TO ADVERSE WEATHER CONDITIONS IN THE GULF OF MEXICO.

Our operations are directly affected by the seasonal differences in weather
patterns in the Gulf of Mexico. These differences may result in increased
operations in the spring, summer and fall periods and a decrease in the winter
months. The seasonality of oil and gas industry activity as a whole in the Gulf
Coast region also affects our operations and sales of equipment. Weather
conditions generally result in higher drilling activity in the spring, summer
and fall months with the lowest activity in winter months. The rainy weather,
hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf
Coast throughout the year may also affect our operations. Accordingly, our
operating results may vary from quarter to quarter, depending on factors outside
of our control. As a result, full year results are not likely to be a direct
multiple of any particular quarter or combination of quarters.

WE DEPEND ON KEY PERSONNEL.

Our success depends to a great degree on the abilities of our key management
personnel, particularly our Chief Executive Officer and other high-ranking
executives. The loss of the services of one or more of these key employees could
adversely affect us.


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WE DEPEND ON SIGNIFICANT CUSTOMERS.

We derive a significant amount of our revenue from a small number of major and
independent oil and gas companies. Our inability to continue to perform services
for a number of our large existing customers, if not offset by sales to new or
other existing customers, could have a material adverse effect on our business
and operations.

WE ARE VULNERABLE TO THE POTENTIAL DIFFICULTIES ASSOCIATED WITH RAPID EXPANSION.

We have grown rapidly over the last several years through internal growth and
acquisitions of other companies. We believe that our future success depends on
our ability to manage the rapid growth that we have experienced and the demands
from increased responsibility on our management personnel. The following factors
could present difficulties to us:

          o    lack of sufficient executive-level personnel,
          o    increased administrative burden and
          o    increased logistical problems common to large,
               expansive operations.

If we do not manage these potential difficulties successfully, our operating
results could be adversely affected. The historical financial information herein
is not necessarily indicative of the results that would have been achieved had
we been operated on a fully integrated basis or the results that may be realized
in the future.

OUR INABILITY TO CONTROL THE INHERENT RISKS OF ACQUIRING BUSINESSES COULD
ADVERSELY AFFECT OUR OPERATIONS.

Acquisitions have been and we believe will continue to be a key element of our
business strategy. We cannot assure you that we will be able to identify and
acquire acceptable acquisition candidates on terms favorable to us in the
future. We may be required to incur substantial indebtedness to finance future
acquisitions and also may issue equity securities in connection with such
acquisitions. Such additional debt service requirements may impose a significant
burden on our results of operations and financial condition. The issuance of
additional equity securities could result in significant dilution to our
stockholders. We cannot assure you that we will be able to successfully
consolidate the operations and assets of any acquired business with our own
business. Acquisitions may not perform as expected when the acquisition was made
and may be dilutive to our overall operating results. In addition, our
management may not be able to effectively manage our increased size or operate a
new line of business.

THE DANGERS INHERENT IN OUR OPERATIONS AND THE LIMITS ON INSURANCE COVERAGE
COULD EXPOSE US TO POTENTIALLY SIGNIFICANT LIABILITY COSTS.

Our operations involve the use of liftboats, heavy equipment and exposure to
inherent risks, including equipment failure, blowouts, explosions and fire. In
addition, our liftboats are subject to operating risks such as catastrophic
marine disaster, adverse weather conditions, mechanical failure, collisions, oil
and hazardous substance spills and navigation errors. The occurrence of any of
these events could result in our liability for personal injury and property
damage, pollution or other environmental hazards, loss of production or loss of
equipment. In addition, certain of our employees who perform services on
offshore platforms and vessels are covered by provisions of the Jones Act, the
Death on the High Seas Act and general maritime law. These laws make the
liability limits established by state workers' compensation laws inapplicable to
these employees and instead permit them or their representatives to pursue
actions against us for damages for job-related injuries. In such actions, there
is generally no limitation on our potential liability.

Any litigation arising from a catastrophic occurrence involving our services or
equipment could result in large claims for damages. The frequency and severity
of such incidents affect our operating costs, insurability and relationships
with customers, employees and regulators. Any increase in the frequency or
severity of such incidents, or the general level of compensation awards with
respect to such incidents, could affect our ability to obtain projects from oil
and gas companies or insurance. We maintain what we believe is prudent insurance
protection. However, we cannot guarantee that we will be able to maintain
adequate insurance in the future at rates we consider reasonable or that our
insurance coverage will be adequate to cover future claims that may arise.
Successful claims for which we are not fully insured may adversely affect our
working capital and profitability. In addition, changes in the


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insurance industry have generally led to higher insurance costs and decreased
availability of coverage. The availability of insurance covering risks we and
our competitors typically insure against may decrease, and the insurance that we
are able to obtain may have higher deductibles, higher premiums and more
restrictive policy terms.

A TERRORIST ATTACK OR ARMED CONFLICT COULD HARM OUR BUSINESS.

Terrorist activities, anti-terrorist efforts and other armed conflict involving
the U.S. may adversely affect the U.S. and global economies and could prevent us
from meeting our financial and other obligations. If any of these events occur,
the resulting political instability and societal disruption could reduce overall
demand for oil and natural gas, potentially putting downward pressure on demand
for our services and causing a reduction in our revenues. Oil and gas related
facilities could be direct targets of terrorist attacks, and our operations
could be adversely impacted if infrastructure integral to customers' operations
is destroyed or damaged. Costs for insurance and other security may increase as
a result of these threats, and some insurance coverage may become more difficult
to obtain, if available at all.

THE NATURE OF OUR INDUSTRY SUBJECTS US TO COMPLIANCE WITH REGULATORY AND
ENVIRONMENTAL LAWS.

Our business is significantly affected by state and federal laws and other
regulations relating to the oil and gas industry and by changes in such laws and
the level of enforcement of such laws. We are unable to predict the level of
enforcement of existing laws and regulations, how such laws and regulations may
be interpreted by enforcement agencies or court rulings, or whether additional
laws and regulations will be adopted. We are also unable to predict the effect
that any such events may have on us, our business, or our financial condition.

Federal and state laws that require owners of non-producing wells to plug the
well and remove all exposed piping and rigging before the well is permanently
abandoned significantly affect the demand for our plug and abandonment services.
A decrease in the level of enforcement of such laws and regulations in the
future would adversely affect the demand for our services and products. In
addition, demand for our services is affected by changing taxes, price controls
and other laws and regulations relating to the oil and gas industry generally.
The adoption of laws and regulations curtailing exploration and development
drilling for oil and gas in our areas of operations for economic, environmental
or other policy reasons could also adversely affect our operations by limiting
demand for our services.

We also have potential environmental liabilities with respect to our offshore
and onshore operations, including our environmental cleaning services. Certain
environmental laws provide for joint and several liabilities for remediation of
spills and releases of hazardous substances. These environmental statutes may
impose liability without regard to negligence or fault. In addition, we may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. We believe that our present operations
substantially comply with applicable federal and state pollution control and
environmental protection laws and regulations. We also believe that compliance
with such laws has had no material adverse effect on our operations. However,
such environmental laws are changed frequently. Sanctions for noncompliance may
include revocation of permits, corrective action orders, administrative or civil
penalties and criminal prosecution. We are unable to predict whether
environmental laws will materially adversely affect our future operations and
financial results.

AS WE EXPAND OUR INTERNATIONAL OPERATIONS, WE WILL BE SUBJECT TO ADDITIONAL
POLITICAL, ECONOMIC AND OTHER UNCERTAINTIES.

A key element of our business strategy is to expand our operations into
international oil and gas producing areas. These international operations are
subject to a number of risks inherent in any business operating in foreign
countries including, but not limited to:

          o    political, social and economic instability,
          o    potential seizure or nationalization of assets,
          o    increased operating costs,
          o    modification or renegotiating of contracts,
          o    import-export quotas,



                                        8


<PAGE>

          o    currency fluctuations and
          o    other forms of government regulation which are beyond our 
               control.

Our operations have not yet been affected materially by such conditions or
events, but as our international operations expand, the exposure to these risks
will increase. We could, at any one time, have a significant amount of our
revenues generated by operating activity in a particular country. Therefore, our
results of operations could be susceptible to adverse events beyond our control
that could occur in the particular country in which we are conducting such
operations. We anticipate that our contracts to provide services internationally
will generally provide for payment in U. S. dollars and that we will not make
significant investments in foreign assets. To the extent we make investments in
foreign assets or receive revenues in currencies other than U. S. dollars, the
value of our assets and our income could be adversely affected by fluctuations
in the value of local currencies.

Additionally, our competitiveness in international market areas may be adversely
affected by regulations, including, but not limited to, regulations requiring:

          o    the awarding of contracts to local contractors,
          o    the employment of local citizens and
          o    the establishment of foreign subsidiaries with significant
               ownership positions reserved by the foreign government for local
               citizens.

We cannot predict what types of the above events may occur.

OUR PRINCIPAL STOCKHOLDERS HAVE SUBSTANTIAL CONTROL.

Certain investment funds managed by First Reserve Corporation beneficially own
approximately 24% of our outstanding common stock. As a result, they exercise
substantial influence over the outcome of most matters requiring a stockholder
vote. In addition, pursuant to a stockholders' agreement, the First Reserve
funds are entitled to designate two directors to serve on the board. The First
Reserve funds will continue to be entitled to designate these directors until
the stockholders' agreement terminates on July 15, 2009 or in the event of
certain substantial reductions of their ownership interest.

WE MIGHT BE UNABLE TO EMPLOY A SUFFICIENT NUMBER OF SKILLED WORKERS.

The delivery of our products and services require personnel with specialized
skills and experience. As a result, our ability to remain productive and
profitable will depend upon our ability to employ and retain skilled workers. In
addition, our ability to expand our operations depends in part on our ability to
increase the size of our skilled labor force. The demand for skilled workers in
the Gulf Coast region is high, and the supply is limited. A significant increase
in the wages paid by competing employers could result in a reduction of our
skilled labor force, increases in the wage rates that we must pay or both. If
either of these events were to occur, our capacity and profitability could be
diminished and our growth potential could be impaired.


ITEM 3.  LEGAL PROCEEDINGS

We are involved in various legal and other proceedings that are incidental to
the conduct of our business. We do not believe that any of these proceedings, if
adversely determined, would have a material adverse affect on our financial
condition, results of operations or cash flows.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


                                        9


<PAGE>


ITEM 4A.  EXECUTIVE OFFICERS OF REGISTRANT

The following table sets forth certain information about our executive officers.

     Name and Age                                     Position
     ------------                                     --------
     Terence E. Hall, 58...................  Chairman of the Board, Chief
                                               Executive Officer and President
     Kenneth L. Blanchard, 54..............  Chief Operating Officer and
                                               Executive Vice President
     Robert S. Taylor, 49..................  Chief Financial Officer, Vice
                                               President and Treasurer

Terence E. Hall has served as our Chairman of the Board, Chief Executive
Officer, President and Director since December 1995.

Kenneth L. Blanchard has served as our Chief Operating Officer since June 2002
and as one of our Vice Presidents since December 1995.

Robert S. Taylor has served as our Chief Financial Officer since January 1996
and as one of our Vice Presidents since July 1999.


                                       10


<PAGE>


PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the New York Stock Exchange under the symbol "SPN."
The following table sets forth the high and low sales prices per share of common
stock as reported for each fiscal quarter during the periods indicated.

                                                          HIGH          LOW
    2002
             First Quarter                         $     10.88      $   7.88
             Second Quarter                              11.65          9.07
             Third Quarter                               10.10          5.95
             Fourth Quarter                               9.03          5.97

    2003
             First Quarter                         $      9.80      $   6.80
             Second Quarter                              11.65          8.30
             Third Quarter                               10.97          8.40
             Fourth Quarter                              10.25          8.27

    2004
             First Quarter (through March 1, 2004) $     10.28      $   8.98

As of March 1, 2004, there were 74,218,201 shares of Common Stock outstanding,
which were held by 122 record holders.

We do not plan to pay cash dividends on our common stock. We intend to retain
all of the cash our business generates to meet our working capital requirements
and fund future growth. In addition, our bank credit facility prevents us from
paying dividends or making other distributions to our stockholders.

We have four stock incentive plans to provide long-term incentives to our key
employees, including officers and directors, consultants and advisers. The
following table provides information about these incentive plans as of December
31, 2003:


<TABLE>
<CAPTION>
                                 Equity Compensation Plan Information
                                 ------------------------------------
                                                             Weighted-         Number of Securities
                                  Number of Securities        Average          Remaining Available
                                   to be issued upon      Exercise Price of   for Future Issuance
                                     Exercise of            Outstanding           under Equity
Plan Category                     Outstanding Options         Options          Compensation Plans
-------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                  <C>
Equity compensation Plans
Approved by Stockholders                5,628,000           $     7.53           1,401,101(1)

Equity Compensation Plans Not
Approved by Stockholders                        -           $        -               8,885(2)
</TABLE>


(1)      Of the shares remaining available for issuance under the Company's 1999
         Stock Incentive Plan and 2002 Stock Incentive Plan, no more than
         250,000 shares may be issued as restricted stock or "other stock-based
         awards" (which awards are valued in whole or in part on the value of
         the shares of Common Stock) under each plan. Of the shares remaining
         for issuance under the Company's 1995 Stock Incentive Plan, there is no
         limit to how many of the shares may be issued as restricted stock or
         "other stock-based awards."


                                       11


<PAGE>

(2)      Under our Director's Stock Plan, our non-employee directors may elect
         to receive up to 100%, in 25% increments, of any fees paid by the
         Company in common stock. The fees are converted into shares of common
         stock in an amount equal to the director's compensation divided by the
         average price of the stock for the calendar quarter in which the
         election is made.


ITEM 6. SELECTED FINANCIAL DATA

We present below our selected consolidated financial data for the periods
indicated. We derived the historical data from our audited consolidated
financial statements.

The data presented below should be read together with, and are qualified in
their entirety by reference to, "Management's Discussion and Analysis of
Financial Condition and Results of Operation" and our consolidated financial
statements included elsewhere in this Annual Report. The financial data is in
thousands, except per share amounts.


<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                          --------------------------------------------------------------------------
                                                2003           2002           2001            2000            1999
                                                ----           ----           ----            ----            ----
<S>                                          <C>            <C>            <C>             <C>             <C>
Revenues                                     $500,625       $443,147       $449,042(1)     $257,502(2)     $113,076(3)
Income from operations                         67,343         57,021        104,953          43,359          10,016
Income (loss) before cumulative
  effect of change in accounting
  principle                                    30,514         21,886         51,187          18,324(4)       (6,548)(4)
Cumulative effect of change in
  accounting principle, net                         -              -          2,589(5)            -               -
Net income (loss)                              30,514         21,886         53,776          18,324          (6,548)
Net income (loss) before
  cumulative effect of change in
  accounting principle per share:
     Basic                                       0.41           0.30           0.74            0.28           (0.25)
     Diluted                                     0.41           0.30           0.73            0.28           (0.25)
Net income (loss) per share:
     Basic                                       0.41           0.30           0.78            0.28           (0.25)
     Diluted                                     0.41           0.30           0.77            0.28           (0.25)
Total assets                                  832,863        727,620        665,520         430,676         282,255
Long-term debt, less current portion          255,516        256,334        269,633         146,393         117,459
Stockholders' equity                          368,129        335,342        269,576         206,247         121,487
</TABLE>


(1)  In the year ended December 31, 2001, we made five acquisitions for $108
     million in initial aggregate consideration, of which $2 million was paid
     with common stock. These acquisitions have been accounted for as purchases,
     and the results of operations have been included from the respective
     company's acquisition date.

(2)  In the year ended December 31, 2000, we made six acquisitions for $42.5
     million in initial aggregate cash consideration. These acquisitions have
     been accounted for as purchases, and the results of operations have been
     included from the respective company's acquisition date.

(3)  On July 15, 1999, we acquired Cardinal through a stock for stock merger.
     The merger was accounted for as a reverse acquisition, which resulted in
     the adjustment of our net assets existing at the time of the merger to
     their estimated fair value as required by the rules of purchase accounting.
     Our operating results have been included from July 15, 1999. We made
     another acquisition in November 1999 for approximately $2.9 million in cash
     and 597,000 shares of our common stock that was accounted for as a
     purchase, and the results of operations have been included from the
     acquisition date.


                                       12


<PAGE>

(4)  Income (loss) before cumulative effect of change in accounting principle
     has been restated for 2000 and 1999 to include losses due to a refinance of
     our indebtedness of $1.6 million (net of a $1.0 million income tax benefit)
     and $4.5 million (net of a $2.1 million income tax benefit), respectively.
     In accordance with Statement of Financial Accounting Standards No. 145 (FAS
     No. 145), "Rescission of FASB Statements No. 4, 44 and 64, Amendment of
     FASB Statement No. 13 and Technical Corrections," we have reclassified
     these losses, as they are no longer considered extraordinary items.

(5)  In 2001, we changed depreciation methods from the straight-line method to
     the units of production method on our liftboat fleet. The cumulative effect
     of this change in accounting principle on prior years resulted in an
     increase in net income of $2.6 million, net of income taxes of $1.7
     million.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements included elsewhere in this Annual Report. The
following information contains forward-looking statements, which are subject to
risks and uncertainties. Should one or more of these risks or uncertainties
materialize, our actual results may differ from those expressed or implied by
the forward-looking statements. See "Cautionary Statements."

EXECUTIVE SUMMARY

We are a leading provider of specialized oilfield services and equipment focused
on serving the production-related needs of oil and gas companies primarily
operating in the Gulf of Mexico. We operate our businesses through four segments
- well intervention, marine, rental tools and other oilfield services. Although
most of our revenue is derived from enhancing production from existing wells, a
significant portion of our revenue from our rental tool businesses are derived
from drilling-related activity.

We operate in highly competitive markets where revenue and earnings are driven
by competitive pricing, changes in the level of customer spending on drilling
and production-related projects, general economic conditions and governmental
regulations. Most of our work is on a call-out basis, meaning projects are
secured within days before commencing, and completed within a month. As a
result, predicting revenue and earnings is difficult because backlog, or
guaranteed future work, is not typical for the products and services we offer in
the markets we compete. We believe the key differentiating factors in our
industry are product and service quality; project management and coordination;
availability and reliability of assets and personnel; health, safety and
environmental standards; and price. Key business drivers include the Gulf of
Mexico drilling rig count, oil and natural gas production levels; current and
expected future energy prices, particularly natural gas prices; and customers'
capital spending allocated for Gulf of Mexico drilling and production.

In 2003, we experienced revenue growth in three of our four business segments as
compared to 2002. Revenue was a record $500.6 million and net income was $30.5
million, or $0.41 per share. Despite our record revenue, our core Gulf of Mexico
market area experienced only a modest upturn in activity in 2003 over 2002.
Although production-related activity slightly increased, the average number of
drilling rigs working offshore in the Gulf of Mexico was 108 in 2003, down from
an average of 113 rigs in 2002, further indicating that overall demand for
oilfield services did not meaningfully recover during the year.

Energy producers continue to deploy the cash flows they reaped from high
commodity prices to strengthen their balance sheets and improve their returns on
capital. Although energy producers have historically reinvested the vast
majority of their cash flows in further exploration and production
opportunities, they now seem to be cutting back on these expenditures. They also
seem to be reinvesting more of their cash flows into international opportunities
rather than in the Gulf of Mexico market area.

We believe the shallow water Gulf of Mexico still has economically viable
prospects, and much is being done to stimulate additional exploration and
production, such as royalty relief for deep drilling on the U.S. continental
shelf. We believe the Gulf of Mexico will see activity levels increase on a
long-term basis as properties change owners from major integrated producers to
independents, and as producers drill several deep water prospects. However,


                                       13


<PAGE>

while activity levels remain relatively low, we have implemented two strategies
to increase the utilization of our assets and enhance our earnings potential.

One of the strategies to enhance our financial performance is to acquire, manage
and decommission mature properties in the shallow waters of the Gulf of Mexico.
Our main objective in this new venture is to provide additional opportunities
for our other well intervention services, as well as our platform management
businesses. We will use our production-related services to enhance production
and, at the end of a property's economic life, use our assets to plug wells and
decommission properties. We will acquire older, more mature properties since
they need many of the production-enhancement services we provide. By owning the
properties, we can choose when we perform much of the work, helping to increase
the utilization of our assets and services during seasonal downtime. We made our
first acquisition of oil and gas properties in December 2003 and intend to
acquire other mature properties.

Our second strategy is to grow our international business. We intend to
accomplish this by seeking international expansion opportunities through both
internal growth and possible strategic acquisitions. We have identified other
markets that are similar to the Gulf of Mexico with many production-enhancement
opportunities. Those markets include Mexico, the Middle East, West Africa and
the North Sea, in addition to our locations in Australia, Eastern Canada,
Trinidad and Venezuela.

In August 2003, we increased our international business by acquiring Premier
Oilfield Services, a provider of rental tools based in Aberdeen, Scotland.
Premier Oilfield Services has operations in various rental markets such as the
North Sea, continental Europe, the Middle East and West Africa and will serve as
a gateway to provide our other rental tools and production-related services to
these markets.

We are also focusing on additional expansion within Mexico, Venezuela and
Trinidad since we believe they offer the best opportunity to deploy most of our
assets including liftboats, production-related services and rental tools. These
markets are close to our core Gulf of Mexico market and are forecasted to have
significant customer spending.

The discussion below gives a description of some of the drivers affecting the
performance of each segment and highlights some of the main factors that
impacted our performance in 2003. For additional industry segment financial
information, see note 15 to our consolidated financial statements.

Well Intervention Segment

The well intervention segment consists of specialized down-hole services, which
are both labor and equipment intensive. While our gross margin percentage tends
to be fairly consistent, special projects such as well control can directly
increase the gross margin percentage.

During 2003, we expanded our well intervention segment by forming a new
subsidiary, SPN Resources, LLC, to acquire, manage and decommission mature
properties in the shallow waters of the Gulf of Mexico. As previously mentioned,
the main objective of this new venture is to provide additional opportunities
for our other well intervention services, as well as our platform management
businesses. We intend to increase the utilization of our well intervention
services by deploying these services to our own properties during periods of
downtime. Since our first acquisition did not occur until December, this
expansion did not have a material financial impact on our 2003 operating
results.

Marine Segment

Liftboats have relatively high operating leverage, meaning that costs are fairly
fixed and, therefore, gross margins can change significantly from
quarter-to-quarter and year-to-year based on dayrates and utilization levels.

In 2003, it was difficult for us to maintain steady liftboat utilization due to
fluctuating customer demand and multiple weather disruptions in the Gulf of
Mexico. The average utilization of our liftboat fleet did not exceed 70% for any
quarter. Also, as the result of a tropical storm, one of our 200-foot class
liftboats sank in the Gulf of Mexico


                                       14


<PAGE>

on June 30, 2003. The vessel was declared a total loss, and we received $8
million of insurance proceeds for the vessel. We recorded a gain from the
insurance proceeds of $2.8 million.

Rental Tools Segment

Over time, our rental tools segment has shown consistent gross margin
percentages despite changing levels of industry demand. This has occurred
because many of their costs of services vary directly with revenue. In addition,
there tends to be little variation in pricing. As a result, changes in revenue
are primarily a function of utilization. The rental of drill pipe in the deep
water Gulf of Mexico is another factor driving the steady performance of this
segment. Drilling-related projects in the deep water Gulf of Mexico market area
typically last longer and are less impacted by changes in commodity prices and
other factors impacting drilling activity in the shallow water Gulf of Mexico.

Despite a small decline in the Gulf of Mexico rig count, our rental tools
revenue increased in 2003. This segment continued to expand internationally,
primarily in Eastern Canada and Trinidad. The acquisition of Premier Oilfield
Services, in Aberdeen, Scotland is serving to expand our rental tool operations
in the North Sea, continental Europe, the Middle East and West Africa.

Other Oilfield Services Segment

Demand for our dockside vessel and tank cleaning and non-hazardous waste
treatment businesses are primarily driven by drilling activity in the shallow
water Gulf of Mexico, as reflected by the drilling rig count. Much of the
cleaning and waste treatment is from residual waste created during the drilling
process. Our platform and field management businesses are highly competitive and
labor-intensive resulting in relatively low gross margins. Historically, the
field management business has contributed the largest percentage of revenue to
this segment, yielding gross margin percentages that have been lower than our
other segments.

The other oilfield services segment benefited from sales of oil spill
containment equipment early in 2003 as a result of a large oil spill off the
coast of Spain. However, the decline in drilling in the Gulf of Mexico
negatively impacted our environmental services, especially our non-hazardous
oilfield waste treatment business.

In August 2003, we sold our construction and fabrication assets. While this sale
has greatly reduced this segment's revenue, it has not had a material impact on
the segment's earnings because, historically, it was a business with low gross
margins.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based on our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
assumptions that affect the amounts reported in our consolidated financial
statements and accompanying notes. Note 1 to our consolidated financial
statements contains a description of the accounting policies used in the
preparation of our financial statements. We evaluate our estimates on an ongoing
basis, including those related to long-lived assets and goodwill, income taxes,
allowance for doubtful accounts, self-insurance and oil and gas properties. We
base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances. Actual amounts could
differ significantly from these estimates under different assumptions and
conditions.

We believe the following critical accounting policies are most important to the
presentation of our financial statements and require the most difficult,
subjective and complex judgments.

Long-Lived Assets. We review long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of any such asset may
not be recoverable. We record impairment losses on long-lived assets, including
oil and gas properties, used in operations when the estimated cash flows to be
generated by those assets are less than the carrying amount of those items. Our
cash flow estimates are based upon, among other things, historical results
adjusted to reflect our best estimate of future market rates, utilization
levels, operating


                                       15


<PAGE>

performance, future oil and natural gas sales prices, an estimate of the
ultimate amount of recoverable oil and natural gas reserves that will be
produced from a field, the timing of this future production, future costs to
produce the oil and natural gas and other factors. Our estimates of cash flows
may differ from actual cash flows due to, among other things, changes in
economic conditions or changes in an asset's operating performance. If the sum
of the cash flows is less than the carrying value, we recognize an impairment
loss, measured as the amount by which the carrying value exceeds the fair value
of the asset. The net carrying value of assets not fully recoverable is reduced
to fair value. Our estimate of fair value represents our best estimate based on
industry trends and reference to market transactions and is subject to
variability. The oil and gas industry is cyclical and our estimates of the
period over which future cash flows will be generated, as well as the
predictability of these cash flows, can have significant impact on the carrying
value of these assets and, in periods of prolonged down cycles, may result in
impairment charges. During the year ended December 31, 2003, we did not record
any impairment losses related to long-lived assets.

Goodwill. In assessing the recoverability of goodwill, we must make assumptions
regarding estimated future cash flows and other factors to determine the fair
value of the respective assets. If these estimates or their related assumptions
adversely change in the future, we may be required to record material impairment
charges for these assets not previously recorded. We adopted Statement of
Financial Accounting Standards No. 142 (FAS No. 142), "Goodwill and Other
Intangible Assets," effective January 1, 2002. FAS No. 142 requires that
goodwill as well as other intangible assets with indefinite lives no longer be
amortized, but instead tested annually for impairment. We estimated the fair
value of each of our reporting units (which are consistent with our reportable
segments) using various cash flow and earnings projections. We then compared
these fair value estimates to the determined carrying value of our reporting
units. Based on this test, the fair value of the reporting units exceeded the
carrying amount, and no impairment loss has been recognized. Our estimates of
the fair value of these reporting units represent our best estimates based on
industry trends and reference to market transactions. A significant amount of
judgment is involved in performing these evaluations since the results are based
on estimated future events.

Income Taxes. We provide for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (FAS No. 109), "Accounting for Income
Taxes." This standard takes into account the differences between financial
statement treatment and tax treatment of certain transactions. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Our deferred tax calculation requires us to make
certain estimates about our future operations. Changes in state, federal and
foreign tax laws, as well as changes in our financial condition or the carrying
value of existing assets and liabilities, could affect these estimates. The
effect of a change in tax rates is recognized as income or expense in the period
that includes the enactment date.

Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. These estimated allowances are periodically reviewed, on a
case by case basis, analyzing the customer's payment history and information
regarding customer's creditworthiness known to us. In addition, we record a
reserve based on the size and age of all receivable balances against which we do
not have specific reserves. If the financial condition of our customers was to
deteriorate, resulting in their inability to make payments, additional
allowances may be required.

Self-Insurance. We self-insure up to certain levels for losses related to
workers' compensation, protection and indemnity, general liability, property
damage, and group medical. With the recent tightening in the insurance markets,
we have elected to retain more risk by increasing our self-insurance. We accrue
for these liabilities based on estimates of the ultimate cost of claims incurred
as of the balance sheet date. We regularly review our estimates of reported and
unreported claims and provide for losses through reserves. While we believe
these estimates are reasonable based on the information available, our financial
results could be impacted if litigation trends, claims settlement patterns,
health care costs and future inflation rates are different from our estimates.
Although we believe adequate reserves have been provided for expected
liabilities arising from our self-insured obligations, and we believe that we
maintain adequate excess insurance coverage, we cannot assure that such coverage
will adequately protect us against liability from all potential consequences.


                                       16


<PAGE>

Oil and Gas Properties. Our subsidiary, SPN Resources, LLC, acquires mature oil
and gas properties and assumes the related well abandonment and decommissioning
liabilities. We estimate the third party market value (including an estimated
profit) to plug and abandon wells, abandon the pipelines, decommission and
remove the platforms and clear the sites, and use that estimate to record our
proportionate share of the decommissioning liability. In estimating the
decommissioning liabilities, we perform detailed estimating procedures, analysis
and engineering studies. Whenever practical, we will utilize the services of our
subsidiaries to perform well abandonment and decommissioning work. When these
services are performed by our subsidiaries, all recorded intercompany revenues
and expenses are eliminated in the consolidated financial statements. The
recorded decommissioning liability associated with a specific property is fully
extinguished when the property is completely abandoned. The liability is first
reduced by all cash expenses incurred to abandon and decommission the property.
If the liability exceeds (or is less than) our out-of-pocket costs then the
difference is reported as income (or loss) in the period in which the work is
performed. We review the adequacy of our decommissioning liability whenever
indicators suggest that the estimated cash flows underlying the liability have
changed materially. The timing and amounts of these cash flows are subject to
changes in the energy industry environment and may result in additional
liabilities recorded, which in turn would increase the carrying values of the
related properties. At December 31, 2003, the balance of our oil and gas
properties was not significant at an estimated $5.5 million.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003
AND 2002

For the year ended December 31, 2003, our revenues were $500.6 million resulting
in net income of $30.5 million or $0.41 diluted earnings per share. For the year
ended December 31, 2002, our revenues were $443.1 million and our net income was
$21.9 million or $0.30 diluted earnings per share. Our increase in revenue and
net income is the result of an overall increased demand for most of our services
due to increased activity by our customers. The following discussion analyzes
our operating results on a segment basis.

WELL INTERVENTION SEGMENT

Revenue for our well intervention segment was $188.0 million for the year ended
December 31, 2003, as compared to $148.7 million for 2002. This segment's gross
margin percentage increased slightly to 41% in the year ended December 31, 2003
from 37% in 2002. The increase in revenue and gross margin percentage is the
result of increased demand for almost all of our services as production-related
activity in the Gulf of Mexico increased. Our pumping and stimulation services
benefited the most from the increased activity levels in the Gulf of Mexico
while our hydraulic workover and well control services benefited from
international activity.

MARINE SEGMENT

Our marine revenue for the year ended December 31, 2003 increased 4% over 2002
to $70.4 million. The fleet's average dayrate increased to approximately $6,300
in the year ended December 31, 2003 from approximately $5,850 in 2002, and the
average utilization decreased to 66% for 2003 from 69% in 2002. The gross margin
percentage for the year ended December 31, 2003 decreased to 29% from 34% in
2002. While revenues and the average dayrate increased because of additions of
three larger liftboats to the fleet during 2002, a drop-off in utilization and
the increased costs of the new liftboats resulted in a lower gross margin
percentage. Increased costs, including maintenance and insurance, also
contributed to the decline in gross margin percentage.

RENTAL TOOLS SEGMENT

Revenue for our rental tools segment for the year ended December 31, 2003 was
$141.4 million, a 14% increase over 2002. The increase in this segment's revenue
was primarily due to an increased demand for our expanded inventory of rental
tool equipment and our geographic expansion. During 2003, revenue from
international markets grew as we continue to diversify outside of the Gulf of
Mexico market area. We acquired Premier Oilfield Services, an Aberdeen,
Scotland-based provider of oilfield equipment rentals, in August 2003 to further
this diversification. The gross margin percentage decreased slightly to 67% in
2003 from 69% in 2002 due primarily to a change in the mix of the demand for our
rental tools.


                                       17


<PAGE>
OTHER OILFIELD SERVICES SEGMENT

Other oilfield services revenue for the year ended December 31, 2003 was $100.9
million, a 2% decrease over the $102.5 million in revenue in 2002. The gross
margin percentage decreased slightly to 19% in 2003 from 20% in 2002. The lower
revenue is attributable to a decrease in construction and fabrication revenue as
the result of the sale of those assets in August 2003, which was partially
offset by increases in revenue from our field management services, growth in our
oilfield waste treatment business and higher sales of oil spill containment
equipment. This segment's slightly lower gross margin percentage was due to
additional costs associated with the sale of our construction and fabrication
assets and the growth and expansion of our oilfield waste treatment business,
which were partially offset by the increased sales of higher margin oil spill
containment equipment.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased to $48.9 million in the year ended
December 31, 2003 from $41.6 million in 2002. The increase resulted mostly from
our larger asset base as a result of our capital expenditures during 2002 and
2003.

GENERAL AND ADMINISTRATIVE

General and administrative expenses increased to $94.8 million for the year
ended December 31, 2003 from $86.2 million in 2002. The increase is primarily
the result of our internal growth and the acquisition of Premier Oilfield
Services. However, general and administrative expenses as a percentage of
revenue remained relatively unchanged at approximately 19% for both periods.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002
AND 2001

For the year ended December 31, 2002, our revenues were $443.1 million resulting
in net income of $21.9 million or $0.30 diluted earnings per share, as compared
to revenue of $449.0 million and income before cumulative effect of change in
accounting principle of $51.2 million or $0.73 diluted earnings per share for
2001. The decrease in revenue and operating income is a result of reduced
activity by our customers, resulting in lower utilization of the Company's
expanded asset base. In 2002, we significantly expanded our capacity to serve
our customers by adding three large liftboats, expanding our rental tool
inventory, and expanding and enhancing several of our operating facilities. The
following discussion analyzes our operating results on a segment basis.

WELL INTERVENTION SEGMENT

Revenue for our well intervention segment was $148.7 million for the year ended
December 31, 2002, 13% lower than the same period in 2001. This segment's gross
margin decreased to 37% in the year ended December 31, 2002 from 44% in the year
ended December 31, 2001. Demand and pricing decreased for almost all of our
services as production-related activity decreased significantly.

MARINE SEGMENT

Our marine revenue for the year ended December 31, 2002 decreased 5% over the
same period in 2001 to $67.9 million. The gross margin percentage decreased to
34% from 52% as utilization for most liftboat classes declined in 2002 to 69%
from 78% in 2001. We added two 245-foot class liftboats and one 250-foot class
liftboat to our fleet during 2002. Although these larger liftboats earn higher
average dayrates, the fleet's average dayrate remained relatively unchanged from
2001.

RENTAL TOOLS SEGMENT

Revenue for our rental tools segment for the year ended December 31, 2002 was
$124.1 million, a 2% increase over the same period in 2001, and the rental tools
gross margin percentage increased to 69% from 66% in 2001. These increases
resulted from our acquisition of a drill pipe and handling tool rental company
near the end of the third quarter of 2001 and our larger asset base as a result
of our acquisitions and capital expenditures during 2001 and 2002.


                                       18


<PAGE>

OTHER OILFIELD SERVICES SEGMENT

Other oilfield services revenue for the year ended December 31, 2002 was $102.5
million, a 21% increase over the same period in 2001. The gross margin increased
slightly to $20.7 million in the year ended December 31, 2002 from $18.3 million
in the same period in 2001. This segment generated higher revenue and gross
margin primarily from the acquisition of an environmental services company in
January 2002.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased to $41.6 million in the year ended
December 31, 2002 from $33.4 million in 2001. The increase mostly resulted from
our larger asset base as a result of our acquisitions and capital expenditures
during 2001 and 2002. As of January 1, 2002, we ceased amortizing our goodwill,
while approximately $4.4 million of goodwill amortization expense was recorded
in the year ended December 31, 2001.

GENERAL AND ADMINISTRATIVE

General and administrative expenses increased to $86.2 million in the year ended
December 31, 2002 from $73.3 million in 2001. The increase is primarily the
result of our 2001 and 2002 acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2003, we generated net cash from operating
activities of $100.2 million. Our primary liquidity needs are for working
capital, capital expenditures, debt service and acquisitions. Our primary
sources of liquidity are cash flows from operations and borrowings under our
revolving credit facility. We had cash and cash equivalents of $19.8 million at
December 31, 2003 compared to $3.5 million at December 31, 2002.

We made $50.2 million of capital expenditures during the year ended December 31,
2003, of which approximately $29.1 million was used to expand and maintain our
rental tool equipment inventory, approximately $8.8 million was used on
facilities construction (including our facility in Broussard, Louisiana) and
approximately $1.9 million was made in our marine segment. We also made $10.4
million of capital expenditures to expand and maintain the asset base of our
well intervention group and other oilfield services group.

In August 2003, we acquired Premier Oilfield Services, an Aberdeen,
Scotland-based provider of oilfield equipment rentals, in order to
geographically expand our operations and the rental tools segment. We paid $3.4
million in cash consideration for Premier Oilfield Services, including
transaction costs, and paid an additional $29.0 million to repay its existing
debt, concurrently with the acquisition.

We have outstanding $200 million of 8 7/8% senior notes due 2011. The indenture
governing the senior notes requires semi-annual interest payments, which
commenced November 15, 2001 and continue through the maturity date of May 15,
2011. The indenture governing the senior notes contains certain covenants that,
among other things, prevent us from incurring additional debt, paying dividends
or making other distributions, unless our ratio of cash flow to interest expense
is at least 2.25 to 1, except that we may incur debt in addition to the senior
notes in an amount equal to 30% of our net tangible assets, which was
approximately $147 million at December 31, 2003. The indenture also contains
covenants that restrict our ability to create certain liens, sell assets or
enter into certain mergers or acquisitions.

We also have a bank credit facility, which was amended in August 2003. The
amendment increased the balance of the term loans by $23 million to finance the
acquisition of Premier Oilfield Services and extended the maturity date of the
facility. At December 31, 2003, we had term loans in an aggregate amount of
$50.7 million outstanding and a revolving credit facility of $75 million, none
of which was outstanding. As of March 1, 2004, these balances were unchanged and
the weighted average interest rate on amounts outstanding under the credit
facility was 3.5% per annum. Indebtedness under the credit facility is secured
by substantially all of our assets, including the pledge of the stock of our
principal subsidiaries. The credit facility contains customary events of default
and requires that we


                                       19


<PAGE>

satisfy various financial covenants. It also limits our capital expenditures,
our ability to pay dividends or make other distributions, make acquisitions,
make changes to our capital structure, create liens or incur additional
indebtedness.

We have $19.0 million outstanding at December 31, 2003 in U. S. Government
guaranteed long-term financing under Title XI of the Merchant Marine Act of
1936, which is administered by the Maritime Administration (MARAD) for two
245-foot class liftboats. This debt bears an interest rate of 6.45% per annum
and is payable in equal semi-annual installments of $405,000, which began
December 3, 2002, and matures on June 3, 2027. Our obligations are secured by
mortgages on the two liftboats. In accordance with the agreement, we are
required to comply with certain covenants and restrictions, including the
maintenance of minimum net worth and debt-to-equity requirements.

The following table summarizes our contractual cash obligations and commercial
commitments at December 31, 2003 (amounts in thousands) for our long-term debt
and operating leases. We do not have any other material obligations or
commitments.


<TABLE>
<CAPTION>

Description                      2004         2005         2006         2007         2008      Thereafter
-----------                      ----         ----         ----         ----         ----      ----------
<S>                            <C>          <C>           <C>          <C>          <C>        <C>
Long-term debt                 $ 14,210     $ 20,610      $ 7,810      $ 7,810      $ 4,310    $ 214,976
Operating leases                  4,275        2,796        1,879        1,359          641       12,423
                           ------------------------------------------------------------------------------
  Total                        $ 18,485     $ 23,406      $ 9,689      $ 9,169      $ 4,951    $ 227,399
                           ==============================================================================
</TABLE>


We have no off-balance sheet arrangements other than our guarantee of the Lamb
Energy Services credit facility (consisting of a $9 million term loan at
December 31, 2003 and a $3 million revolving credit facility, $500,000 of which
was outstanding as of December 31, 2003) and potential additional consideration
that may be payable as a result of our acquisitions. Additional consideration is
generally based on the acquired company's operating performance after the
acquisition as measured by earnings before interest, income taxes, depreciation
and amortization (EBITDA) and other adjustments intended to exclude
extraordinary items. While the amounts of additional consideration payable
depend upon the acquired company's operating performance and are difficult to
predict accurately, as of December 31, 2003, the maximum additional
consideration payable for the Company's remaining acquisitions will be
approximately $16.1 million, which will be determined in the second quarter of
2004 and payable during the second half of 2004. These amounts are not
classified as liabilities under generally accepted accounting principles and are
not reflected in our financial statements until the amounts are fixed and
determinable. We do not have any other financing arrangements that are not
required under generally accepted accounting principles to be reflected in our
financial statements. When amounts are determined, they are capitalized as part
of the purchase price of the related acquisition. In the year ended December 31,
2003, we capitalized additional consideration of $22.7 million related to five
of our acquisitions, of which $11.5 million was paid during 2003 and $11.2
million is expected to be paid in the first half of 2004.

We have identified capital expenditure projects that will require up to $50
million in 2004, exclusive of any acquisitions. We believe that our current
working capital, cash generated from our operations and availability under our
revolving credit facility will provide sufficient funds for our identified
capital projects.

We intend to continue implementing our growth strategy of increasing our scope
of services through both internal growth and strategic acquisitions. We expect
to continue to make the capital expenditures required to implement our growth
strategy in amounts consistent with the amount of cash generated from operating
activities, the availability of additional financing and our credit facility.
Depending on the size of any future acquisitions, we may require additional
equity or debt financing in excess of our current working capital and amounts
available under our revolving credit facility.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities."
FIN 46 clarifies the application of Accounting Research Bulletin Number 51,
"Consolidated Financial Statements," to certain entities in which equity
investors do not have the


                                       20


<PAGE>

characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. In December 2003, the
Financial Accounting Standards Board issued modifications to FIN 46 (FIN 46R),
resulting in multiple effective dates based on the nature as well as the
creation date of a Variable Interest Entity. We do not expect the adoption of
FIN 46 or FIN 46R to have a significant effect on our financial position or
results of operations.

In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149 (FAS No. 149), "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." FAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
Statement of Financial Accounting Standards No. 133 (FAS No. 133), "Accounting
for Derivative Instruments and Hedging Activities." FAS No. 149 is effective for
contracts entered into or modified after September 30, 2003. The adoption of FAS
No. 149 did not have a significant effect on our financial position or results
of operations.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150 (FAS No. 150), "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." FAS
No. 150 establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. FAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003. The adoption of FAS No. 150 did not have a significant effect on
our financial position or results of operations. In July 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 143 (FAS No. 143), "Accounting for Asset Retirement Obligations." This
standard requires us to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related long-lived asset. FAS No. 143 is
effective for fiscal years beginning after June 15, 2002. The transition
adjustment resulting from the adoption of this statement will be reported as a
cumulative effect of change in accounting principle. We do not believe the
implementation of FAS No. 143 will have a significant impact on our financial
condition and results of operations.


I
TEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks associated with foreign currency fluctuations and
changes in interest rates. A discussion of our market risk exposure in financial
instruments follows.

Foreign Currency Exchange Rates

Because we operate in a number of countries throughout the world, we conduct a
portion of our business in currencies other than the U.S. dollar. The functional
currency for most of our international operations is the U.S. dollar, but a
portion of the revenues from our foreign operations is paid in foreign
currencies. The effects of foreign currency fluctuations are partly mitigated
because local expenses of such foreign operations are also generally denominated
in the same currency. The Company continually monitors the currency exchange
risks associated with all contracts not denominated in the U.S. dollar. Any
gains or losses associated with such fluctuations have not been material.

We do not hold any foreign currency exchange forward contracts and/or currency
options. We make limited use of derivative financial instruments to manage risks
associated with existing or anticipated transactions. We do not hold derivatives
for trading purposes or use derivatives with leveraged or complex features.
Derivative instruments are traded with creditworthy major financial
institutions. Assets and liabilities of our foreign subsidiaries are translated
at current exchange rates, while income and expense are translated at average
rates for the period. Translation gains and losses are reported as the foreign
currency translation component of accumulated other comprehensive income in
stockholders' equity.

Interest Rates

On occasion, we use interest rate swap agreements to manage our interest rate
exposure. Under interest rate swap agreements, we agree with other parties to
exchange, at specific intervals, the difference between fixed-rate and
variable-rate interest amounts calculated by reference to an agreed-upon
notional principal amount. At December 31, 2001, we were party to an interest
rate swap with an approximate notional amount of $1.8 million designed to


                                       21


<PAGE>

convert a similar amount of variable-rate debt to fixed rates. The interest rate
was 5.675%, and the swap matured in October 2002.

At December 31, 2003, $50.7 million of our long-term debt had variable interest
rates. Based on debt outstanding at December 31, 2003, a 10% increase in
variable interest rates would increase our interest expense in the year 2003 by
approximately $178,000, while a 10% decrease would decrease our interest expense
by approximately $178,000.


                                       22


<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                          Independent Auditors' Report


The Board of Directors and Stockholders
Superior Energy Services, Inc.:

We have audited the consolidated balance sheets of Superior Energy Services,
Inc. and subsidiaries as of December 31, 2003 and 2002, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three year period ended December 31, 2003. In
connection with our audit of the consolidated financial statements, we also have
audited the accompanying financial statement schedule, "Valuation and Qualifying
Accounts," for the years ended December 31, 2003, 2002 and 2001. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Superior Energy
Services, Inc. and subsidiaries as of December 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the years in the
three year period ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion the related financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of depreciation on its liftboat fleet in 2001.

As discussed in Note 1 to the consolidated financial statements, effective July
1, 2001, the Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations", and certain provisions of
SFAS No. 142, "Goodwill and Other Intangible Assets" as required for goodwill
and intangible assets resulting from business combinations initiated after June
30, 2001. On January 1, 2002, the Company adopted the remaining provisions of
SFAS No. 142.

                                                       KPMG LLP

New Orleans, Louisiana
March 4, 2004



                                       23


<PAGE>

                 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                           December 31, 2003 and 2002
                        (in thousands, except share data)


<TABLE>
<CAPTION>
                                                                                          2003              2002
                                                                                          ----              ----
<S>                                                                                <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                        $      19,794     $       3,480
  Accounts receivable - net of allowance for doubtful
    accounts of $6,280 in 2003 and $4,617 in 2002                                        112,775           108,352
  Income taxes receivable                                                                      -             6,087
  Current portion of notes receivable                                                     19,212                 -
  Prepaid insurance and other                                                             14,059            11,663
                                                                                   -------------     -------------

        Total current assets                                                             165,840           129,582
                                                                                   -------------     -------------

Property, plant and equipment - net                                                      427,360           418,047
Goodwill - net                                                                           204,727           160,366
Notes receivable                                                                          15,145                 -

Investments in affiliates                                                                 13,224            12,343
Other assets - net                                                                         6,567             7,282
                                                                                   -------------     -------------

        Total assets                                                               $     832,863     $     727,620
                                                                                   =============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                 $      20,817     $      21,010
  Accrued expenses                                                                        48,949            33,871
  Income taxes payable                                                                       138                 -
  Current portion of decommissioning liabilities                                          20,097                 -
  Current maturities of long-term debt                                                    14,210            13,730
                                                                                   -------------     -------------

        Total current liabilities                                                        104,211            68,611
                                                                                   -------------     -------------

Deferred income taxes                                                                     86,251            67,333
Decommissioning liabilities                                                               18,756                 -
Long-term debt                                                                           255,516           256,334

Stockholders' equity:
  Preferred stock of $.01 par value. Authorized,
    5,000,000 shares; none issued                                                              -                 -
  Common stock of $.001 par value. Authorized, 125,000,000
    shares; issued and outstanding 74,099,081 and 73,819,341
    at December 31, 2003 and 2002, respectively                                               74                74
  Additional paid-in capital                                                             370,798           368,746
  Accumulated other comprehensive income                                                     264                43
  Accumulated deficit                                                                     (3,007)          (33,521)
                                                                                   -------------     -------------

        Total stockholders' equity                                                       368,129           335,342
                                                                                   -------------     -------------

        Total liabilities and stockholders' equity                                 $     832,863     $     727,620
                                                                                   =============     =============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       24


<PAGE>

                 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                  Years Ended December 31, 2003, 2002 and 2001
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                     2003              2002              2001
                                                                     ----              ----              ----
<S>                                                            <C>               <C>               <C>

Revenues                                                       $     500,625     $     443,147     $     449,042
                                                               -------------     -------------     -------------

Costs and expenses:
  Cost of services                                                   289,607           258,334           237,355
  Depreciation and amortization                                       48,853            41,595            33,446
  General and administrative                                          94,822            86,197            73,288
                                                               -------------     -------------     -------------
     Total costs and expenses                                        433,282           386,126           344,089
                                                               -------------     -------------     -------------
Income from operations                                                67,343            57,021           104,953

Other income (expense):
  Interest expense, net of amounts capitalized                       (22,477)          (21,884)          (20,087)
  Interest income                                                        209               530             1,892
  Other income                                                         2,762                 -                 -
  Equity in earnings (loss) of affiliates                                985               (80)                -
                                                               -------------     -------------     -------------
Income before income taxes and cumulative effect of
  change in accounting principle                                      48,822            35,587            86,758

Income taxes                                                          18,308            13,701            35,571
                                                               -------------     -------------     -------------
Income before cumulative effect of change in
  accounting principle                                         $      30,514     $      21,886     $      51,187

Cumulative effect of change in accounting principle,
  net of income tax expense of $1,655                                      -                 -             2,589
                                                               -------------     -------------     -------------
Net income                                                     $      30,514     $      21,886     $      53,776
                                                               =============     =============     =============
Basic earnings per share:
  Earnings before cumulative effect of change in
    accounting principle                                       $        0.41     $        0.30     $        0.74
  Cumulative effect of change in accounting principle                      -                 -              0.04
                                                               -------------     -------------     -------------
  Earnings  per share                                          $        0.41     $        0.30     $        0.78
                                                               =============     =============     =============
Diluted earnings  per share:
  Earnings before cumulative effect of change in
    accounting principle                                       $        0.41     $        0.30     $        0.73
  Cumulative effect of change in accounting principle                      -                 -              0.04
                                                               -------------     -------------     -------------
  Earnings per share                                           $        0.41     $        0.30     $        0.77
                                                               =============     =============     =============

Weighted average common shares used in computing earnings per share:
    Basic                                                             73,970            72,912            68,545
    Incremental common shares from stock options                         678               960             1,047
                                                               -------------     -------------     -------------
    Diluted                                                           74,648            73,872            69,592
                                                               =============     =============     =============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       25


<PAGE>

                 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
           Consolidated Statements of Changes in Stockholders' Equity
                  Years Ended December 31, 2003, 2002 and 2001
                        (in thousands, except share data)


<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                        Preferred                   Common                   Additional        other
                                          stock        Preferred    stock         Common      paid-in      comprehensive
                                          shares         stock      shares        stock       capital      income (loss)
                                       -----------------------------------------------------------------------------------
<S>                                     <C>                <C>                  <C>          <C>             <C>
Balances, December 31, 2000                      -         $ -    67,803,304        $ 68     $ 315,304              $ 58

Comprehensive income:
  Net income                                     -           -             -           -             -                 -
  Other comprehensive loss -
    Foreign currency translation
      adjustment                                 -           -             -           -             -               (24)
    Unrealized loss on derivatives               -           -             -           -             -               (18)
                                       -----------------------------------------------------------------------------------
Total comprehensive income (loss)                -           -             -           -             -               (42)
Stock issued for acquisitions                    -           -       825,612           1         6,217                 -
Exercise of stock options and
  related tax benefit, net                       -           -       693,970           -         3,377                 -
                                       -----------------------------------------------------------------------------------
Balances, December 31, 2001                      -           -    69,322,886          69       324,898                16

Comprehensive income:
  Net income                                     -           -             -           -             -                 -
  Other comprehensive income -
    Foreign currency translation
      adjustment                                 -           -             -           -             -                 9
    Unrealized gain on derivatives               -           -             -           -             -                18
                                       -----------------------------------------------------------------------------------
Total comprehensive income                       -           -             -           -             -                27
Stock issued for cash                            -           -     4,197,500           4        38,832                 -
Exercise of stock options and
  related tax benefit, net                       -           -       298,955           1         5,016                 -
                                       -----------------------------------------------------------------------------------
Balances, December 31, 2002                      -           -    73,819,341          74       368,746                43

Comprehensive income:
  Net income                                     -           -             -           -             -                 -
  Other comprehensive income -
    Foreign currency translation
      adjustment                                 -           -             -           -             -               221
                                       -----------------------------------------------------------------------------------
Total comprehensive income                       -           -             -           -             -               221
Exercise of stock options and
  related tax benefit, net                       -           -       279,740           -         2,052                 -

                                       -----------------------------------------------------------------------------------
Balances, December 31, 2003                      -         $ -    74,099,081        $ 74     $ 370,798             $ 264
                                       ===================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                                     Accumulated
                                                                       deficit       Total
                                                                ---------------------------
<S>                                                             <C>               <C>

Balances, December 31, 2000                                           $ (109,183) $ 206,247

Comprehensive income:
  Net income                                                              53,776     53,776
  Other comprehensive loss -
    Foreign currency translation
      adjustment                                                               -        (24)
    Unrealized loss on derivatives                                             -        (18)
                                                                ---------------------------
Total comprehensive income (loss)                                         53,776     53,734
Stock issued for acquisitions                                                  -      6,218
Exercise of stock options and
  related tax benefit, net                                                     -      3,377
                                                                ---------------------------
Balances, December 31, 2001                                              (55,407)   269,576

Comprehensive income:
  Net income                                                              21,886     21,886
  Other comprehensive income -
    Foreign currency translation
      adjustment                                                               -          9
    Unrealized gain on derivatives                                             -         18
                                                                ---------------------------
Total comprehensive income                                                21,886     21,913
Stock issued for cash                                                          -     38,836
Exercise of stock options and
  related tax benefit, net                                                     -      5,017
                                                                ---------------------------

Balances, December 31, 2002                                              (33,521)   335,342

Comprehensive income:
  Net income                                                              30,514     30,514
  Other comprehensive income -
    Foreign currency translation
      adjustment                                                               -        221
                                                                ---------------------------

Total comprehensive income                                                30,514     30,735
Exercise of stock options and
  related tax benefit, net                                                     -      2,052

                                                                ---------------------------
Balances, December 31, 2003                                             $ (3,007) $ 368,129
                                                                ===========================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       26

<PAGE>

                 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Years Ended December 31, 2003, 2002, and 2001
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                       2003             2002            2001
                                                                       ----             ----            ----
<S>                                                                  <C>              <C>             <C>
Cash flows from operating activities:
  Net income                                                     $     30,514     $     21,886    $     53,776
  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Depreciation and amortization                                    48,853           41,595          33,446
      Deferred income taxes                                            15,183           17,669          25,865
      Equity in (earnings) loss of affiliates                            (985)              80               -
      Other income                                                     (2,762)               -               -
      Amortization of debt acquisition costs                            1,026            1,031           1,269
      Cumulative effect of change in accounting principle                   -                -          (2,589)
      Changes in operating assets and  liabilities,
         net of acquisitions:
          Accounts receivable                                             104            4,629         (22,248)
          Other - net                                                   1,773            2,467            (462)
          Accounts payable                                             (1,932)          (1,660)         (6,816)
          Accrued expenses                                              2,561           (7,466)         18,764
          Income taxes                                                  5,905            7,052         (11,656)
                                                                 ------------     ------------    ------------
          Net cash provided by operating activities                   100,240           87,283          89,349
                                                                 ------------     ------------    ------------
Cash flows from investing activities:
   Payments for purchases of property and equipment                   (50,175)        (104,452)        (83,863)
   Acquisitions of businesses, net of cash acquired                   (14,298)          (7,653)       (104,999)
   Cash proceeds from insurance settlement                              8,000                -               -
   Cash proceeds from asset disposition                                   313                -               -
   Increase in notes receivable                                             -                -          (3,849)
   Other                                                                    -                -           1,415
                                                                 ------------     ------------    ------------
          Net cash used in investing activities                       (56,160)        (112,105)       (191,296)
                                                                 ------------     ------------    ------------
Cash flows from financing activities:
  Net borrowings (payments) on revolving credit facility               (9,250)           1,550          (8,800)
  Proceeds from long-term debt                                         23,000           20,241         232,000
  Principal payments on long-term debt                                (43,089)         (39,582)       (118,345)
  Payment of debt acquisition costs                                      (479)          (1,529)         (6,770)
  Proceeds from exercise of stock options                               2,052            5,017           3,377
  Proceeds from issuance of  stock                                          -           38,836               -
                                                                 ------------     ------------    ------------
          Net cash provided by (used in) financing activities         (27,766)          24,533         101,462
                                                                 ------------     ------------    ------------
          Net increase (decrease) in cash and cash equivalents         16,314             (289)           (485)

Cash and cash equivalents at beginning of year                          3,480            3,769           4,254
                                                                 ------------     ------------    ------------
Cash and cash equivalents at end of year                         $     19,794     $      3,480    $      3,769
                                                                 ============     ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       27


<PAGE>

                 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2003, 2002, and 2001


(1)      Summary of Significant Accounting Policies

(a)      Basis of Presentation

         The consolidated financial statements include the accounts of the
         Company. All significant intercompany accounts and transactions are
         eliminated in consolidation. Certain previously reported amounts have
         been reclassified to conform to the 2003 presentation.

(b)      Business

         The Company is a leading provider of specialized oilfield services and
         equipment focusing primarily on serving the production-related needs of
         oil and gas companies in the Gulf of Mexico. The Company provides most
         of the post wellhead products and services necessary to maintain
         offshore producing wells, as well as plug and abandonment services at
         the end of their life cycle. In recent years, the Company has expanded
         its geographic focus to include serving the production-related needs of
         oil and gas companies in select international market areas.

         In December 2003, the Company acquired oil and gas properties in order
         to provide additional opportunities for our well intervention and
         platform management businesses in the Gulf of Mexico. The Company
         intends to continue to acquire mature properties from its customers
         with modest amounts of estimated remaining productive life, to provide
         all of its services to the properties to produce any remaining proven
         oil and gas reserves and to decommission and abandon the properties.
         The Company does not intend to risk any capital by participating in
         exploratory drilling activities.

         A majority of the Company's business is conducted with major and
         independent oil and gas exploration companies. The Company continually
         evaluates the financial strength of its customers but does not require
         collateral to support the customer receivables.

         The Company's well intervention and marine services segments are
         contracted for specific projects on either a day rate or turnkey basis.
         Rental tools are leased to customers on an as-needed basis on a day
         rate basis. The Company derives a significant amount of its revenue
         from a small number of major and independent oil and gas companies. In
         2003, 2002 and 2001, one customer accounted for approximately 11%, 12%
         and 12% of the Company's total revenue, respectively, primarily in the
         well intervention and other oilfield services segments. The inability
         of the Company to continue to perform services for a number of its
         large existing customers, if not offset by sales to new or existing
         customers, could have a material adverse effect on the Company's
         business and financial condition.

(c)      Use of Estimates

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

(d)      Cash Equivalents

         The Company considers all short-term deposits with a maturity of ninety
         days or less to be cash equivalents.


                                       28


<PAGE>
(e)      Property, Plant and Equipment

         Property, plant and equipment are stated at cost. Most of our
         depreciation is computed using the straight-line method over the
         estimated useful lives of the related assets as follows:

         Buildings and improvements              15 to 30 years 
         Marine vessels and equipment             5 to 25 years 
         Machinery and equipment                  5 to 15 years 
         Automobiles, trucks, 
           tractors and trailers                  2 to 5 years 
         Furniture and fixtures                   3 to 7 years

         Marine vessels and oil and gas producing assets are depreciated or
         depleted based on utilization or units of production, subject to a
         minimum amount, because depreciation and depletion occur primarily
         through use rather than through elapsed time.

         The Company capitalizes interest on borrowings used to finance the cost
         of major capital projects during the active construction period.
         Capitalized interest is added to the cost of the underlying assets and
         is amortized over the useful lives of the assets. For 2003, 2002 and
         2001, the Company capitalized approximately $87,000, $1,066,000 and
         $839,000, respectively, of interest for various capital expansion
         projects.

         Long-lived assets and certain identifiable intangibles are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. Recoverability
         of assets to be held and used is measured by a comparison of the
         carrying amount of an asset to future net cash flows expected to be
         generated by the asset. If such assets are considered to be impaired,
         the impairment to be recognized is measured by the amount by which the
         carrying amount of the asset exceeds its fair value. Assets to be
         disposed of are reported at the lower of the carrying amount or fair
         value less costs to sell.

         The Company's subsidiary, SPN Resources, LLC acquires oil and natural
         gas properties and assumes the related well abandonment and
         decommissioning liabilities. The Company follows the successful efforts
         method of accounting for its investment in oil and natural gas
         properties. Under the successful efforts method, the costs of
         successful exploratory wells and leases are capitalized. Costs incurred
         to drill and equip developmental wells, including unsuccessful
         development wells are capitalized. Other costs such as geological and
         geophysical costs and the drilling costs of unsuccessful exploratory
         wells are expensed. SPN Resources' property purchases are recorded at
         the value exchanged at closing, combined with an estimate of its
         proportionate share of the decommissioning liability assumed in the
         purchase. All capitalized costs are accumulated and recorded separately
         for each field and allocated to leasehold costs and well costs.
         Leasehold costs are depleted on a unit of production basis based on the
         estimated remaining equivalent proved oil and gas reserves of each
         field. Well costs are depleted on a unit of production basis based on
         the estimated remaining equivalent proved producing oil and gas
         reserves of each field. Properties are assessed for impairment in
         value, with any impairment charged to expense, whenever indicators
         become evident.

(f)      Goodwill

         The Company adopted Statement of Financial Accounting Standards No. 142
         (FAS No. 142), "Goodwill and Other Intangible Assets," effective
         January 1, 2002. FAS No. 142 requires that goodwill as well as other
         intangible assets with indefinite lives no longer be amortized, but
         instead tested annually for impairment. In conjunction with the
         adoption of Financial Accounting Standards No. 141 (FAS No. 141),
         "Business Combinations," goodwill was no longer amortized for any
         business combinations initiated or completed after June 30, 2001. In
         connection with FAS No. 142, the transitional goodwill impairment
         evaluation required the Company to perform an assessment of whether
         there was an indication that goodwill was impaired as of the date of
         adoption. To accomplish this, the Company identified its reporting
         units (which are consistent with the Company's reportable segments) and
         determined the carrying value of each reporting unit by assigning the
         assets and liabilities, including the existing goodwill and intangible
         assets, to those reporting units as of the date of adoption. The
         Company then estimated the fair value of each reporting unit and
         compared it to the reporting unit's carrying value.


                                       29


<PAGE>

         Based on this test, the fair value of the reporting units exceeded the
         carrying amount, and the second step of the impairment test was not
         required. No impairment loss was recognized as the result of the
         adoption of FAS No. 142 or in the years ended December 31, 2003 or
         2002.

         Prior to the adoption of FAS No. 142, the Company amortized goodwill
         using the straight-line method over a period not to exceed 30 years,
         and evaluated the recoverability of goodwill based on undiscounted
         estimates for cash flows in accordance with Statement of Financial
         Accounting Standards No. 121 (FAS No. 121), "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed Of." Accumulated amortization of goodwill is $9,151,000 at
         December 31, 2003 and 2002.

         The following table presents net income for each period exclusive of
         amortization expense recognized in such periods related to goodwill,
         which is no longer amortized as a result of the adoption of FAS No.
         142. Amounts are in thousands except per share information:


<TABLE>
<CAPTION>
                                                                             Year Ended
                                                                            December 31,
                                                              -----------------------------------------
                                                                 2003           2002           2001
                                                              ------------   -----------    -----------
<S>                                                           <C>            <C>            <C>
Income before cumulative effect of change
   in accounting principle, as reported                       $    30,514    $   21,886     $   51,187
Cumulative effect of change in accounting
  principle, net of income tax expense, as reported                     -             -          2,589
Goodwill amortization, net of income tax expense                        -             -          4,172
                                                              -----------    ----------     ----------
Net income, as adjusted                                           $30,514       $21,886        $57,948
                                                              ===========    ==========     ==========
Basic earnings per share:
  Earnings before cumulative effect of change
    in accounting principle, as reported                      $      0.41    $     0.30     $     0.74
  Cumulative effect of change in accounting principle,
    as reported                                                         -             -           0.04
  Goodwill amortization, net of income tax expense                      -             -           0.06
                                                              -----------    ----------     ----------
  Earnings per share, as adjusted                             $      0.41    $     0.30     $     0.84
                                                              ===========    ==========     ==========

Diluted earnings per share:
  Earnings before cumulative effect of change
    in accounting principle, as reported                      $      0.41    $     0.30     $     0.73
  Cumulative effect of change in accounting principle,
    as reported                                                         -             -           0.04
  Goodwill amortization, net of income tax expense                      -             -           0.06
                                                              -----------    ----------     ----------
  Earnings per share, as adjusted                             $      0.41    $     0.30     $     0.83
                                                              ===========    ==========     ==========
Weighted average common shares used in computing earnings per share:
    Basic                                                          73,970        72,912         68,545
                                                              ===========    ==========     ==========
    Diluted                                                        74,648        73,872         69,592
                                                              ===========    ==========     ==========
</TABLE>


(g)      Other Assets

         Other assets consist primarily of debt acquisition costs. Debt
         acquisition costs are being amortized over the term of the related
         debt, which is from four to twenty years. The amortization of debt
         acquisition costs, which is classified as interest expense, was
         $1,026,000, $1,031,000, and $1,269,000 for the years ended December 31,
         2003, 2002 and 2001, respectively. Accumulated amortization of other
         assets is $3,074,000 and $2,756,000 at December 31, 2003 and 2002,
         respectively.


                                       30


<PAGE>
(h)      Decommissioning Liability

         The Company estimates the cost that would be incurred if it contracted
         an unaffiliated third party to plug and abandon wells, abandon the
         pipelines, decommission and remove the platforms and clear the sites,
         and uses that estimate to record its proportionate share of the
         decommissioning liability. In estimating the decommissioning liability,
         the Company performs detailed estimating procedures, analysis and
         engineering studies. Whenever practical, the Company utilizes its own
         equipment and labor services to perform well abandonment and
         decommissioning work. When the Company performs these services, all
         recorded intercompany revenues are eliminated in the consolidated
         financial statements. The recorded decommissioning liability associated
         with a specific property is fully extinguished when the property is
         completely abandoned. The recorded liability is first reduced by all
         cash expenses incurred to abandon and decommission the property. If the
         recorded liability exceeds (or is less than) the Company's
         out-of-pocket costs, then the difference is reported as income (or
         loss) in the period in which the work is performed. The Company reviews
         the adequacy of its decommissioning liability whenever indicators
         suggest that the estimated cash flows needed to satisfy the liability
         have changed materially. The timing and amounts of these cash flows are
         estimates, and changes to these estimates may result in additional
         liabilities recorded, which in turn would increase the carrying values
         of the related oil and gas properties.

(i)      Revenue Recognition

         Revenue is recognized when services or equipment are provided. The
         Company contracts for marine, well intervention and environmental
         projects either on a day rate or turnkey basis, with a majority of its
         projects conducted on a day rate basis. The Company's rental tools are
         leased on a day rate basis, and revenue from the sale of equipment is
         recognized when the equipment is shipped. Reimbursements from customers
         for the cost of rental tools that are damaged or lost down hole are
         reflected as revenue at the time of the incident. The Company
         recognizes oil and gas revenue from its interests in producing wells as
         oil and natural gas is produced and sold from those wells.

(j)      Income Taxes

         The Company provides for income taxes in accordance with Statement of
         Financial Accounting Standards No. 109 (FAS No. 109), "Accounting for
         Income Taxes." FAS No. 109 requires an asset and liability approach for
         financial accounting and reporting for income taxes. Deferred income
         taxes reflect the impact of temporary differences between amounts of
         assets for financial reporting purposes and such amounts as measured by
         tax laws.

(k)      Earnings per Share

         Basic earnings per share is computed by dividing income available to
         common stockholders by the weighted average number of common shares
         outstanding during the period. Diluted earnings per share is computed
         in the same manner as basic earnings per share except that the
         denominator is increased to include the number of additional common
         shares that could have been outstanding assuming the exercise of stock
         options and the potential shares that would have a dilutive effect on
         earnings per share.

(l)      Financial Instruments

         The fair value of the Company's financial instruments of cash, accounts
         receivable and current maturities of long-term debt approximates their
         carrying amounts. The fair value of the Company's long-term debt is
         approximately $270.5 million at December 31, 2003.

         On occasion, the Company uses interest rate swap agreements to manage
         its interest rate exposure. The Company specifically designates these
         agreements as cash flow hedges of debt instruments and recognizes
         interest differentials as adjustments to interest expense in the period
         the differentials occur. Under interest rate swap agreements, the
         Company agrees with other parties to exchange at specific intervals,
         the difference between fixed-rate and variable-rate interest amounts
         calculated by reference to an agreed-upon notional principal amount. No
         such agreements were outstanding at December 31, 2003.


                                       31


<PAGE>

(m)      Foreign Currency Translation

         Assets and liabilities of the Company's foreign subsidiaries are
         translated at current exchange rates, while income and expenses are
         translated at average rates for the period. Translation gains and
         losses are reported as the foreign currency translation component of
         accumulated other comprehensive income in stockholders' equity.

(n)      Stock Based Compensation

         The Company accounts for its stock based compensation under the
         principles prescribed by the Accounting Principles Board's Opinion No.
         25, "Accounting for Stock Issued to Employees" (Opinion No. 25).
         However, Statement of Financial Accounting Standards No. 123 (FAS No.
         123), "Accounting for Stock-Based Compensation" permits the continued
         use of the intrinsic-value based method prescribed by Opinion No. 25
         but requires additional disclosures, including pro forma calculations
         of earnings and net earnings per share as if the fair value method of
         accounting prescribed by FAS No. 123 had been applied. No stock based
         compensation costs are reflected in net income, as all options granted
         under those plans had an exercise price equal to the market value of
         the underlying common stock on the date of grant. As required by
         Statement of Financial Accounting Standards No. 148 (FAS No. 148),
         "Accounting for Stock Based Compensation - Transition and Disclosure",
         which amended FAS No. 123, the following table illustrates the effect
         on net income and earnings per share if the Company had applied the
         fair value recognition provisions of FAS No. 123 to a stock based
         employee compensation. The pro forma data presented below is not
         representative of the effects on reported amounts for future years
         (amounts are in thousands, except per share amounts).


<TABLE>
<CAPTION>
                                                                 2003           2002           2001
                                                             ------------   ------------  -------------
<S>                                                          <C>            <C>           <C>

Net income, as reported                                      $    30,514    $    21,886   $     53,776
Stock-based employee compensation                                 (2,671)        (3,262)        (2,582)
  expense, net of tax
                                                             -----------    -----------   ------------
Pro forma net income                                         $    27,843    $    18,624   $     51,194
                                                             ===========    ===========   ============
Basic earnings per share:
  Earnings, as reported                                      $      0.41    $      0.30   $       0.78
  Stock-based employee compensation
    expense, net of tax                                            (0.04)         (0.04)         (0.03)
                                                             -----------    -----------   ------------
  Pro forma earnings per share                               $      0.37    $      0.26   $       0.75
                                                             ===========    ===========   ============
Diluted earnings per share:
  Earnings, as reported                                      $      0.41    $      0.30   $       0.77
  Stock-based employee compensation                                (0.04)         (0.05)         (0.03)
    expense, net of tax
                                                             -----------    -----------   ------------
  Pro forma earnings per share                               $      0.37    $      0.25   $       0.74
                                                             ===========    ===========   ============
Black-Scholes option pricing model assumptions:
  Risk free interest rate                                          2.65%          2.94%          4.50%
  Expected life (years)                                                3              3              3
  Volatility                                                      58.61%         85.48%         79.11%
  Dividend yield                                                       -              -              -
</TABLE>



                                       32


<PAGE>
(2)      Change in Accounting Principle

On January 1, 2001, the Company changed depreciation methods from the
straight-line method to the units-of-production method on its liftboat fleet to
more accurately reflect the wear and tear of normal use. Management believes
that the units-of-production method is best suited to reflect the actual
depreciation of the liftboat fleet. Depreciation expense calculated under the
units-of-production method may be different than depreciation expense calculated
under the straight-line method in any period. The annual depreciation based on
utilization of each liftboat will not be less than 25% of annual straight-line
depreciation, and the cumulative depreciation based on utilization of each
liftboat will not be less than 50% of cumulative straight-line depreciation. The
cumulative effect of this change in accounting principle on prior years resulted
in an increase in net income for the year ended December 31, 2001 of $2.6
million, net of taxes of $1.7 million, or $0.04 per share.

(3)      Supplemental Cash Flow Information (in thousands)



<Table>
<Caption>
                                                   2003                2002                2001
                                               ------------        ------------        ------------

<S>                                            <C>                 <C>                 <C>         
Cash paid for interest                         $     23,633        $     22,006        $     17,329
                                               ============        ============        ============
Cash paid (received) for income taxes          $     (4,125)       $    (15,224)       $     20,304
                                               ============        ============        ============

Details of acquisitions:
  Fair value of assets                         $     90,612        $     29,985        $    141,946
  Fair value of liabilities                         (74,779)            (22,093)            (26,957)
  Common stock issued                                    --                  --              (6,218)
                                               ------------        ------------        ------------
  Cash paid                                          15,833               7,892             108,771
  Less cash acquired                                 (1,535)               (239)             (3,772)
                                               ------------        ------------        ------------
    Net cash paid for acquisitions             $     14,298        $      7,653        $    104,999
                                               ============        ============        ============

Non-cash investing activity:
  Additional consideration payable
    on acquisitions                            $     11,263        $        660        $      3,750
                                               ============        ============        ============

  Note receivable from asset disposition       $        938        $         --        $         --
                                               ============        ============        ============
</Table>



(4)      Other Income

As the result of a tropical storm, one of the Company's 200-foot class liftboats
sank in the Gulf of Mexico on June 30, 2003. During the third quarter of 2003,
the vessel was declared a total loss and the Company received $8 million of
insurance proceeds for the vessel. As a result, the Company recorded a gain from
the insurance proceeds of $2.8 million, which is included in other income in the
year ended December 31, 2003.

(5)      Acquisitions and Dispositions

On August 15, 2003, the Company acquired Premier Oilfield Services, Ltd.
(Premier), an Aberdeen, Scotland-based provider of oilfield equipment rentals,
in order to geographically expand the Company's operations and the rental tool
segment. The Company paid $3.4 million in cash consideration, including
transaction costs, and an additional $29.0 million to repay its existing debt,
concurrently with the acquisition. The acquisition has been accounted for as a
purchase and the acquired assets and liabilities have been valued at their fair
values. The Company has recorded approximately $21.6 million in goodwill related
to this transaction. The results of operations of Premier have been included
from the acquisition date. The pro forma effect of operations of the acquisition
when included as of the beginning of the periods presented was not material to
the Consolidated Statements of Operations of the Company.


                                       33


<PAGE>

On August 28, 2003, the Company sold its construction-related assets that were
included in the other oilfield services segment for $1.25 million. The Company
received $312,500 in cash for the sale and a note receivable for the remaining
$937,500. There was no gain or loss recorded on the sale. These assets generated
approximately $19.0 million, $25.8 million and $24.9 million of the Company's
revenues in the years ended December 31, 2003, 2002 and 2001, respectively.

In December 2003, the Company acquired oil and gas properties in order to
provide additional opportunities for its well intervention and platform
management businesses. Under the terms of the transaction, the Company acquired
the properties and assumed the decommissioning liability. The Company received a
commitment from the seller towards the abandonment of the properties and will
invoice the seller at agreed upon prices as the decommissionings (abandonment
and structure removal) are completed. The Company recorded notes receivable of
$33.4 million and a decommissioning liability of $38.9 million. Oil and gas
producing assets were recorded at their estimated fair value of $5.5 million,
approximating the value of the decommissioning liabilities assumed less amounts
receivable.

In the year ended December 31, 2002, the Company made two acquisitions. In
January, the Company acquired an environmental services company by converting
$18.6 million of notes and other receivables into ownership of the company. In
December, the Company acquired a rental tool business for $5.6 million in cash
consideration. The Company paid an additional $928,000 for this acquisition in
the second quarter of 2003 in conjunction with the receipt of the title to a
facility for this business. Both of these acquisitions have been accounted for
as purchases and the results of operations have been included from the
respective acquisition dates.

Most of the Company's business acquisitions have involved additional contingent
consideration based upon a multiple of the acquired companies' respective
average earnings before interest, income taxes, depreciation and amortization
expense (EBITDA) over a three-year period from the respective date of
acquisition. While the amounts of additional consideration payable depend upon
the acquired company's operating performance and are difficult to predict
accurately, the maximum additional consideration payable for the Company's
remaining acquisitions will be approximately $16.1 million, which will be
determined in the second quarter of 2004 and payable during the second half of
2004. These amounts are not classified as liabilities under generally accepted
accounting principles and are not reflected in the Company's financial
statements until the amounts are fixed and determinable. With the exception of
the Company's guarantee of the Lamb Energy Services, L.L.C. (Lamb Energy) credit
facility (see note 7 to the consolidated financial statements), the Company does
not have any other financing arrangements that are not required under generally
accepted accounting principles to be reflected in its financial statements. When
amounts are determined, they are capitalized as part of the purchase price of
the related acquisition. In the year ended December 31, 2003, the Company
capitalized additional consideration of $22.7 million related to five of its
acquisitions, of which $11.5 million was paid during 2003 and $11.2 million is
expected to be paid in the first half of 2004.


                                       34


<PAGE>

(6)      Property, Plant and Equipment

A summary of property, plant and equipment at December 31, 2003 and 2002 (in
thousands) is as follows:


<TABLE>
<CAPTION>
                                                                  2003             2002
                                                                  ----             ----
<S>                                                         <C>               <C>

Buildings and improvements                                  $     49,964     $     30,135
Marine vessels and equipment                                     188,056          191,848
Machinery and equipment                                          297,601          261,521
Oil and gas producing assets                                       5,468                -
Automobiles, trucks, tractors and trailers                        10,482           11,808
Furniture and fixtures                                             9,948            7,461
Construction-in-progress                                           2,594           14,116
Land                                                               6,148            4,778
                                                            ------------     ------------
                                                                 570,261          521,667
Accumulated depreciation                                        (142,901)        (103,620)
                                                            ------------     ------------

Property, plant and equipment, net                          $    427,360     $    418,047
                                                            ============     ============
</TABLE>


Amounts of property, plant and equipment leased to third parties at December 31,
2003 and 2002 were not material.

(7)      Investments in Affiliates

In June 2002, the Company contributed a note receivable of $8.9 million and
fixed assets with an approximate $2.6 million net book value to obtain a 54.3%
equity ownership interest in Lamb Energy, a rental tool company. The Company is
accounting for its investment under the equity method of accounting, as it does
not have voting or operational control of Lamb Energy. Investments in affiliates
also include a 50% ownership interest in a company that owns an airplane. The
equity in income from these investments was approximately $985,000 for the year
ended December 31, 2003 and a loss of approximately $80,000 for the year ended
December 31, 2002. The summarized financial information of the aggregate of
these entities is not material to the financial position or results of
operations of the Company.


                                       35


<PAGE>

(8)      Debt

Long-Term Debt

The Company's long-term debt as of December 31, 2003 and 2002 consisted of the
following (in thousands):


<TABLE>
<CAPTION>
                                                                                 2003               2002
                                                                                 ----               ----
<S>                                                                           <C>                <C>
Senior Notes - interest payable semiannually
  at 8.875%,  due May 2011                                                    $ 200,000          $ 200,000
Term Loans - interest payable monthly at floating rate
  (3.51% at December 31, 2003), due in quarterly installments of $3.35 million
   through March 2005 then $1.75 million
   through June 2008 with $11.2 million due May 2005                             50,700             40,800
Revolver - interest payable monthly at floating rate,
  due in August 2006                                                                  -              9,250
U.S. Government guaranteed long-term financing - interest
  payable semianually at 6.45%, due in semiannual
  installments through June 2027                                                 19,026             19,836
Other installment notes payable                                                       -                178
                                                                              ---------          ---------
                                                                                269,726            270,064
Less current portion                                                             14,210             13,730
                                                                              ---------          ---------
Long-term debt                                                                $ 255,516          $ 256,334
                                                                              =========          =========
</TABLE>


The Company has outstanding $200 million of 8 7/8% senior notes due 2011. The
indenture governing the notes requires semi-annual interest payments, on every
November 15th and May 15th through the maturity date of May 15, 2011. The
indenture governing the senior notes contains certain covenants that, among
other things, prevents the Company from incurring additional debt, paying
dividends or making other distributions, unless its ratio of cash flow to
interest expense is at least 2.25 to 1, except that the Company may incur debt
in addition to the senior notes in an amount equal to 30% of its net tangible
assets as defined, which was approximately $147 million at December 31, 2003.
The indenture also contains covenants that restrict the Company's ability to
create certain liens, sell assets, or enter into certain mergers or
acquisitions.

The Company also has a bank credit facility. In August 2003, the Company amended
the facility to, among other things, increase the amount of the term loans by
$23 million to finance the acquisition of Premier and extend the maturity date
of the facility. At December 31, 2003, the Company has term loans in an
aggregate amount of $50.7 million outstanding and a revolving credit facility of
$75 million, none of which was outstanding. The term loans require principal
payments of $3.4 million each quarter through March 31, 2005 and $1.8 million
each quarter from June 30, 2005 through June 30, 2008. A lump sum payment of
$11.2 million is due on May 2, 2005 and any balance outstanding on the revolving
credit facility is due on August 13, 2006. The credit facility bears interest at
a LIBOR rate plus margins that depend on the Company's leverage ratio.
Indebtedness under the credit facility is secured by substantially all of the
Company's assets, including the pledge of the stock of the Company's principal
subsidiaries. The credit facility contains customary events of default and
requires that the Company satisfy various financial covenants. It also limits
the Company's capital expenditures, its ability to pay dividends or make other
distributions, make acquisitions, make changes to the Company's capital
structure, create liens or incur additional indebtedness.

The Company has $19.0 million outstanding in U. S. Government guaranteed
long-term financing under Title XI of the Merchant Marine Act of 1936, which is
administered by the Maritime Administration (MARAD) for two 245-foot class
liftboats. The debt bears an interest rate of 6.45% per annum and is payable in
equal semi-annual installments of $405,000, which began December 3, 2002, and
matures on June 3, 2027. The Company's obligations are secured by mortgages on
the two liftboats. In accordance with the agreement, the Company is required to
comply with certain covenants and restrictions, including the maintenance of
minimum net worth and debt-to-equity requirements.


                                       36


<PAGE>
The Company owns a 54.3% interest in Lamb Energy, which has a credit facility
with a syndicate of banks that matures in 2005 consisting of a term loan in the
amount of $9 million outstanding at December 31, 2003, and a revolving credit
facility of $3 million, $500,000 of which was outstanding at December 31, 2003.
The Company fully guarantees amounts due under the credit facility. The Company
does not expect to incur any losses as a result of the guarantee.

Annual maturities of long-term debt for each of the five fiscal years following
December 31, 2003 are as follows (in thousands):

        2004                                $  14,210
        2005                                   20,610
        2006                                    7,810
        2007                                    7,810
        2008                                    4,310
        Thereafter                            214,976
                                            ---------
    Total                                   $ 269,726
                                            =========

(9)      Income Taxes

The components of income tax expense, before the income tax effect of the
extraordinary loss and cumulative effect of change in accounting principle, for
the years ended December 31, 2003, 2001 and 2000 are as follows (in thousands):


<TABLE>
<CAPTION>

                                                         2003               2002               2001
                                                         ----               ----               ----
<S>                                                  <C>                 <C>
Current
  Federal                                            $    515            $ (5,042)          $  9,706
  State                                                   245                 199                  -
  Foreign                                               2,365                 875                  -
                                                     --------            --------           --------
                                                        3,125              (3,968)             9,706
                                                     --------            --------           --------

Deferred
  Federal                                              14,561              16,801             22,991
  State                                                 1,220                 868              2,874
  Foreign                                                (598)                  -                  -
                                                     --------            --------           --------
                                                       15,183              17,669             25,865
                                                     --------            --------           --------
                                                     $ 18,308            $ 13,701           $ 35,571
                                                     ========            ========           ========
</TABLE>


Income tax expense differs from the amounts computed by applying the U.S.
Federal income tax rate of 35% to income before income taxes as follows (in
thousands):


<TABLE>
<CAPTION>
                                                         2003               2002               2001
                                                         ----               ----               ----
<S>                                                  <C>                 <C>                <C>
Computed expected tax expense                        $ 17,088            $ 12,456           $ 30,366
Increase resulting from:
      Goodwill amortization                               -                     -              1,306
      State and foreign income taxes                      478               1,068              1,808
      Other                                               742                 177              2,091
                                                     --------            --------           ---------
Income tax expense                                   $ 18,308            $ 13,701           $ 35,571
                                                     ========            ========           ========
</TABLE>



                                       37


<PAGE>

The significant components of deferred income taxes at December 31, 2003 and
2002 are as follows (in thousands):


<TABLE>
<CAPTION>
                                                                            2003               2002
                                                                            ----               ----
<S>                                                                   <C>                <C>
Deferred tax assets:
  Allowance for doubtful accounts                                     $           951    $         1,069
  Alternative minimum tax credit and net
    operating loss carryforward                                                15,481              7,696
  Other                                                                         2,184              1,096
                                                                      ---------------    ---------------
      Net deferred tax assets                                                  18,616              9,861
                                                                      ---------------    ---------------

Deferred tax liabilities:
  Property, plant and equipment                                                93,218             69,322
  Other                                                                        11,649              7,872
                                                                      ---------------    ---------------
     Deferred tax liabilities                                                 104,867             77,194
                                                                      ---------------    ---------------
     Net deferred tax liability                                       $        86,251    $        67,333
                                                                      ===============    ===============
</TABLE>


There was no net change in the valuation allowance for the year ended December
31, 2003 and there was a decrease of $279,000 for the year ended December 31,
2002. The net deferred tax assets reflect management's estimate of the amount
that will be realized from future profitability and the reversal of taxable
temporary differences that can be predicted with reasonable certainty.

As of December 31, 2003, the Company had an estimated $17.2 million net
operating loss to carryforward, which is available to reduce future Federal
taxable income with expiration dates from 2008 through 2023, an estimated $2.8
million alternative minimum tax credit carryforward, and an estimated $1.9
million foreign tax credit carryforward with expiration dates from 2006 through
2008. The Company also had various state net operating loss carryforwards of an
estimated $58 million with expiration dates through 2013.

(10)     Stockholders' Equity

In March 2002, the Company sold 4.2 million shares of common stock. The offering
generated net proceeds to the Company of approximately $38.8 million.

The Company maintains various stock incentive plans, including the 2002 Stock
Incentive Plan (2002 Incentive Plan), the 1999 Stock Incentive Plan (1999
Incentive Plan) and the 1995 Stock Incentive Plan (1995 Incentive Plan), as
amended. These plans provide long-term incentives to the Company's key
employees, including officers and directors, consultants and advisers to the
Company (Eligible Participants). Under the 2002 Incentive Plan, the 1999
Incentive Plan and the 1995 Incentive Plan, the Company may grant incentive
stock options, non-qualified stock options, restricted stock, stock awards or
any combination thereof to Eligible Participants for up to 1,400,000 shares,
5,929,327 shares and 1,900,000 shares, respectively, of the Company's common
stock. The Compensation Committee of the Board of Directors establishes the term
and the exercise price of any stock options granted under the 2002 Incentive
Plan, provided the exercise price may not be less than the fair value of the
common share on the date of grant. All of the Company's 1995 Stock Incentive
Plan's options which have been granted are vested.


                                       38


<PAGE>

A summary of stock options granted under the incentive plans for the years ended
December 31, 2003 and 2002 is as follows:


<TABLE>
<CAPTION>
                                           2003                           2002                          2001
                                ---------------------------    ---------------------------   --------------------------
                                                 Weighted                       Weighted                      Weighted 
                                  Number         Average         Number         Average          Number       Average  
                                 of Share         Price         of Share         Price          of Share       Price   
                                ------------   ------------    ------------  -------------   -------------  -----------
<S>                             <C>            <C>             <C>           <C>             <C>            <C>
Outstanding at beginning
  of year                         5,518,516         $ 7.33       5,308,215         $ 7.05       4,334,363        $ 6.10
Granted                             538,000         $ 8.94         655,841         $ 9.39       1,917,500        $ 8.48
Exercised                          (271,913)        $ 6.72        (290,665)        $ 5.96        (690,648)       $ 5.38
Forfeited                          (156,603)        $ 7.00        (154,875)        $ 8.89        (253,000)       $ 6.18
                                ------------                   ------------                  -------------

Outstanding at end of year        5,628,000         $ 7.53       5,518,516         $ 7.33       5,308,215        $ 7.05
                                ============   ============    ============  =============   =============  ============

Exercisable at end of year        4,248,244         $ 7.08       3,509,008         $ 6.61       2,968,689        $ 6.15
                                ============   ============    ============  =============   =============  ============

Available for future grants       1,401,101                      1,782,498                        883,464
                                ============                   ============                  =============

Average fair value of grants
  during the year                                   $ 3.59                         $ 5.33                        $ 4.44
                                               ============                  =============                  ============
</TABLE>


A summary of information regarding stock options outstanding at December 31,
2003 is as follows:


<TABLE>
<CAPTION>
                          Options Outstanding                                   Options Exercisable
                    --------------------------------------------------    --------------------------------
   Range of                             Remaining         Weighted                            Weighted
   Exercise                            Contractual         Average                             Average
    Prices             Shares             Life              Price            Shares             Price
----------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>                  <C>                <C>               <C>
$2.50 - $3.43             125,500         2-3 years        $ 2.91               125,500         $ 2.91
$4.75 - $5.75           1,827,517     0.5-5.5 years        $ 5.68             1,827,517         $ 5.68
$7.06 - $9.00           2,086,354       4-9.5 years        $ 7.91             1,371,803         $ 7.64
$9.25-$12.45            1,588,629     1.5-9.5 years        $ 9.51               923,424         $ 9.59
</TABLE>


(11)     Profit-Sharing Plan

The Company maintains a defined contribution profit-sharing plan for employees
who have satisfied minimum service and age requirements. Employees may
contribute up to 50% of their earnings to the plans. The Company provides a
discretionary match, not to exceed 5% of an employee's salary. The Company made
contributions of approximately $1.6 million, $1.7 million, and $1.1 million in
2003, 2002 and 2001, respectively.

(12)     Financial Instruments

The Company adopted Statement of Financial Accounting Standards No. 133 (FAS No.
133), "Accounting for Derivative Instruments and Hedging Activities," effective
January 1, 2001. The Company uses interest rate swap agreements to manage its
interest rate exposure. Under interest rate swap agreements, the Company agrees
with other parties to exchange at specific intervals, the difference between
fixed-rate and variable-rate interest amounts calculated by reference to an
agreed-upon notional principal amount. As of December 31, 2001, the Company was
party to an interest rate swap with an approximate notional amount of $1.8
million designed to convert a similar amount of variable-rate debt to fixed
rates. The interest rate was 5.675%, and the swap matured in October 2002.

The Company's interest rate swap qualified for cash flow hedge accounting
treatment under FAS No. 133, whereby changes in fair value have been recognized
in accumulated other comprehensive income (a component of stockholders' equity)
until settled, when the resulting gains and losses will be recorded in earnings.
The effect on the Company's earnings and other comprehensive income vary from
period to period and will be dependent upon


                                       39


<PAGE>

prevailing interest rates. During 2002 and 2001, losses of approximately $32,000
and $25,000, respectively, were transferred from accumulated other comprehensive
income. At December 31, 2001, the Company recorded a payable of approximately
$30,000 and a corresponding charge to accumulated other comprehensive loss of
approximately $18,000, net of income tax. No such agreements were outstanding at
December 31, 2003 or 2002.

(13)     Commitments and Contingencies

The Company leases certain office, service and assembly facilities under
operating leases. The leases expire at various dates over the next several
years. Total rent expense was approximately $2.3 million in 2003, $3.0 million
in 2002, and $2.2 million in 2001. Future minimum lease payments under
non-cancelable leases for the five years ending December 31, 2004 through 2008
and thereafter are as follows: $4,275,000, $2,796,000, $1,879,000, $1,359,000,
$641,000 and $12,423,000, respectively. Future minimum lease payments receivable
under non-cancelable sub-leases for the five years ending December 31, 2004
through 2008 are as follows: $581,000, $576,000, $535,000, $472,000, and
$39,000, respectively.

From time to time, the Company is involved in litigation arising out of
operations in the normal course of business. In management's opinion, the
Company is not involved in any litigation, the outcome of which would have a
material effect on the financial position, results of operations or liquidity of
the Company.

(14)     Related Party Transactions

The Company provides field management and other services to an independent oil
and gas exploration and production company, of which a member of the Company's
Board of Directors is Chief Executive Officer. The Company billed this customer
approximately $4 million in each of 2003, 2002 and 2001 on terms that the
Company believes are customary in the industry. The Company expects to continue
providing services to this customer.

The Company leased a plane acquired in November 2001 for business travel from a
company in which the President and Chief Executive Officer then owned a 50%
interest. The lease provided that the Company would make monthly lease payments
of $14,250 and pay all of the plane's operating and maintenance costs. The
Company expensed $16,625 for the use of the plane during the 2001 fiscal year,
and $15,600 in operating and maintenance costs. Effective December 31, 2001, the
Company bought the Chief Executive Officer's interest in the company that owns
the plane for $900,000, the same price that he paid for his interest in November
2001.

(15)     Segment Information

Business Segments

The Company's reportable segments are as follows: well intervention, marine,
rental tools, and other oilfield services. Each segment offers products and
services within the oilfield services industry. The well intervention segment
provides plug and abandonment services, coiled tubing services, well pumping and
stimulation services, data acquisition services, gas lift services, electric
wireline services, hydraulic drilling and workover services, well control
services and mechanical wireline services that perform a variety of ongoing
maintenance and repairs to producing wells, as well as modifications to enhance
the production capacity and life span of the well. The well intervention segment
also includes sales of oil and gas. The marine segment operates liftboats for
oil and gas production facility maintenance, construction operations and
platform removals, as well as production service activities. The rental tools
segment rents and sells specialized equipment for use with onshore and offshore
oil and gas well drilling, completion, production and workover activities. The
other oilfield services segment provides contract operations and maintenance
services, interconnect piping services, sandblasting and painting maintenance
services, transportation and logistics services, offshore oil and gas cleaning
services, oilfield waste treatment services, dockside cleaning of items,
including supply boats, cutting boxes, and process equipment, and manufactures
and sells drilling instrumentation and oil spill containment equipment. All the
segments operate primarily in the Gulf of Mexico.

The accounting policies of the reportable segments are the same as those
described in Note 1 of the Notes to the Consolidated Financial Statements. The
Company evaluates the performance of its operating segments based on operating
profits or losses. Segment revenues reflect direct sales of products and
services for that segment, and each


                                       40


<PAGE>

segment records direct expenses related to its employees and its operations.
Identifiable assets are primarily those assets directly used in the operations
of each segment.

Summarized financial information concerning the Company's segments as of
December 31, 2003, 2002 and 2001 and for the years then ended is shown in the
following tables (in thousands):


<TABLE>
<CAPTION>
                                           Well                          Rental    Other Oilfield   Unallocated   Consolidated
2003                                   Intervention      Marine          Tools        Services         Amount          Total
----                                   ---------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>            <C>           <C>
Identifiable assets                      $ 265,337      $ 181,752      $ 314,122      $  64,421      $ 7,231       $ 832,863
Capital expenditures                        15,248          2,043         30,192          2,692             -          50,175

Revenues                                 $ 188,012      $  70,370      $ 141,362      $ 100,881      $      -       $ 500,625
Costs of services                          111,661         50,314         46,119         81,513             -         289,607
Depreciation and amortization               12,362          6,665         25,696          4,130             -          48,853
General and administrative                  39,600          7,122         33,457         14,643             -          94,822
Operating income                            24,389          6,269         36,090            595             -          67,343
Interest expense                                 -              -              -              -       (22,477)        (22,477)
Interest income                                  -              -              -              -           209             209
Other income                                     -          2,762              -              -                         2,762
Equity in earnings of affiliates                 -              -            985              -             -             985
                                       ---------------------------------------------------------------------------------------
Income (loss) before income
  taxes                                  $  24,389      $   9,031      $  37,075      $     595      $ (22,268)       $ 48,822
                                       =======================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                           Well                          Rental    Other Oilfield   Unallocated   Consolidated
2002                                   Intervention      Marine          Tools        Services         Amount          Total
----                                   ---------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>            <C>           <C>

Identifiable assets                      $ 199,084      $ 195,832      $ 261,341      $  63,491      $  7,872       $ 727,620
Capital expenditures                        18,058         38,833         41,931          5,630             -         104,452

Revenues                                 $ 148,670      $  67,884      $ 124,085      $ 102,508           $ -       $ 443,147
Costs of services                           93,474         44,648         38,375         81,837             -         258,334
Depreciation and amortization               10,625          6,764         19,822          4,384             -          41,595
General and administrative                  34,520          7,463         29,846         14,368             -          86,197
Operating income                            10,051          9,009         36,042          1,919             -          57,021
Interest expense                                 -              -              -              -       (21,884)        (21,884)
Interest income                                                                                           530             530
Equity in loss of affiliates                     -              -            (80)             -             -             (80)
                                       ---------------------------------------------------------------------------------------
Income (loss) before income
  taxes                                  $  10,051      $   9,009      $  35,962      $   1,919      $(21,354)       $ 35,587
                                       =======================================================================================
</TABLE>



                                       41


<PAGE>


<TABLE>
<CAPTION>
                                           Well                          Rental    Other Oilfield   Unallocated   Consolidated
2001                                   Intervention      Marine          Tools        Services         Amount          Total
----                                   ---------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>            <C>           <C>

Identifiable assets                      $ 200,512      $ 165,057      $ 233,733       $ 58,775       $ 7,443       $ 665,520
Capital expenditures                        22,300         22,091         36,274          3,198             -          83,863

Revenues                                 $ 171,223      $  71,406      $ 121,742       $ 84,671           $ -       $ 449,042
Costs of services                           95,549         34,473         40,929         66,404             -         237,355
Depreciation and amortization                9,449          4,729         16,382          2,886             -          33,446
General and administrative                  29,521          6,134         26,883         10,750             -          73,288
Operating income                            36,704         26,070         37,548          4,631             -         104,953
Interest expense                                 -              -              -              -       (20,087)        (20,087)
Interest income                                  -              -              -              -         1,892           1,892
                                       ---------------------------------------------------------------------------------------
Income (loss) before income
  taxes and cumulative effect of
  change in accounting principle         $ 36,704       $ 26,070       $ 37,548        $ 4,631        $(18,195)       $ 86,758
                                       =======================================================================================
</TABLE>


Geographic Segments

The Company attributes revenue to various countries based on the location of the
where services are performed or the destination of the sale of products.
Long-lived assets consist primarily of property, plant, and equipment and are
attributed to various countries based on the physical location of the asset at a
given fiscal year-end. The Company's information by geographic area is as
follows (amounts in thousands):



<Table>
<Caption>
                                   Revenues                        Long-Lived Assets
                     ------------------------------------        ----------------------
                           Years Ended December 31,                  December 31,
                      2003          2002         2001             2003         2002
                      ----          ----         ----             ----         ----

<S>                   <C>          <C>          <C>              <C>          <C>
United States         $ 443,936    $ 404,295    $ 425,443        $ 400,600    $ 407,798
Other Countries          56,689       38,852       23,599           26,760       10,249
                      -----------------------------------        ----------------------
Total                 $ 500,625    $ 443,147    $ 449,042        $ 427,360    $ 418,047
                      ===================================        ======================
</Table>


                                       42


<PAGE>
(16)     Interim Financial Information (Unaudited)

The following is a summary of consolidated interim financial information for the
years ended December 31, 2003 and 2002 (amounts in thousands, except per share
data):


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                       -----------------------------------------------
                                                       March 31     June 30      Sept. 30      Dec. 31
                                                       --------     -------      --------      -------
<S>                                                    <C>          <C>          <C>           <C>
2003
----
Revenues                                                $ 123,195    $ 128,857     $ 128,316    $ 120,257
Gross profit                                               53,038       54,566        52,867       50,547
Net income                                                  7,507        8,328         8,826        5,853

Earnings per share:
    Basic                                               $    0.10    $    0.11     $    0.12    $    0.08
    Diluted                                                  0.10         0.11          0.12         0.08


                                                                      Three Months Ended
                                                       -----------------------------------------------
                                                       March 31     June 30      Sept. 30      Dec. 31
                                                       --------     -------      --------      -------
2002
----
Revenues                                                $ 104,826    $ 112,730     $ 107,213    $ 118,378
Gross profit                                               45,588       50,590        40,077       48,558
Net income                                                  5,825        8,505         1,946        5,610

Earnings per share:
    Basic                                               $    0.08    $    0.12     $    0.03    $    0.08
    Diluted                                                  0.08         0.11          0.03         0.08
</TABLE>


(17)     Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities."
FIN 46 clarifies the application of Accounting Research Bulletin Number 51,
"Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. In
December 2003, the Financial Accounting Standards Board issued modifications to
FIN 46 (FIN 46R), resulting in multiple effective dates based on the nature as
well as the creation date of a Variable Interest Entity. The Company does not
expect the adoption of FIN 46 or FIN 46R to have a significant effect on its
financial position or results of operations.

In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149 (FAS No. 149), "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." FAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
Statement of Financial Accounting Standards No. 133 (FAS No. 133), "Accounting
for Derivative Instruments and Hedging Activities." FAS No. 149 is effective for
contracts entered into or modified after September 30, 2003. The adoption of FAS
No. 149 did not have a significant effect on the Company's financial position or
results of operations.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150 (FAS No. 150), "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." FAS
No. 150 establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. FAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003. The adoption of FAS No. 150 did not have a significant effect on
the Company's financial position or results of operations.


                                       43


<PAGE>


I
TEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

None


ITEM 9A.  CONTROLS AND PROCEDURES

As of the end of the period covered by this annual report, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13(a)-15(e) of the Securities Exchange Act of 1934.
This evaluation was carried out under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer. Based on this evaluation, these officers have concluded that,
as of December 31, 2003, our disclosure controls and procedures are functioning
effectively to provide reasonable assurance that the information required to be
disclosed by us in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. There has been no change in our internal controls
over financial reporting during the quarter ended December 31, 2003 that has
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, such
as this annual report, is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Securities Exchange Act of 1934 is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.


                                       44


<PAGE>


PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item will be included in an amendment to this Form
10-K or incorporated by reference from the registrant's definitive proxy
statement to be filed pursuant to Regulation 14A and is incorporated herein by
reference.


ITEM 11.  EXECUTIVE COMPENSATION

Information required by this item will be included in an amendment to this Form
10-K or incorporated by reference from the registrant's definitive proxy
statement to be filed pursuant to Regulation 14A and is incorporated herein by
reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

Information required by this item will be included in an amendment to this Form
10-K or incorporated by reference from the registrant's definitive proxy
statement to be filed pursuant to Regulation 14A and is incorporated herein by
reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item will be included in an amendment to this Form
10-K or incorporated by reference from the registrant's definitive proxy
statement to be filed pursuant to Regulation 14A and is incorporated herein by
reference.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item will be included in an amendment to this Form
10-K or incorporated by reference from the registrant's definitive proxy
statement to be filed pursuant to Regulation 14A and is incorporated herein by
reference.


                                       45


<PAGE>


PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      (1)      Financial Statements

     The following financial statements are Included in Part II of this Report:


     Independent Auditors' Report
     Consolidated Balance Sheets - December 31, 2003 and 2002
     Consolidated Statements of Operations for the years ended December 31, 
     2003, 2002 and 2001
     Consolidated Statements of Changes in Stockholders' Equity for the years
     ended December 31, 2003, 2002 and 2001
     Consolidated Statements of Cash Flows for the years ended December 31, 
     2003, 2002 and 2001

     Notes to Consolidated Financial Statements

(2)      Financial Statement Schedules

 
    Schedule II - Valuation and Qualifying accounts for the years ended
     December 31, 2003, 2002 and 2001


(3)      Exhibits

     The exhibits filed as part of this Form 10-K are listed on the Index to
     Exhibits immediately preceding such exhibits, which index is incorporated
     herein by reference.

(b)      Reports on Form 8-K

     On November 4, 2003, the Company filed a current report on Form 8-K
     reporting, under Item 5, the results for the third quarter ended September
     30, 2003.

     On December 18, 2003, the Company filed a current report on Form 8-K
     reporting, under Item 5, that its subsidiary SPN Resources, LLC acquired
     oil and gas properties.


                                       46


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                            SUPERIOR ENERGY SERVICES, INC.


                                            By:  /s/ Terence E. Hall
                                                -------------------------------
                                                Terence E. Hall
                                                Chairman of the Board,
                                                Chief Executive Officer and

President

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

SIGNATURE                                            TITLE                                   DATE
---------                                            -----                                   ----
<S>                                      <C>                                             <C>

/s/ Terence E. Hall                      Chairman of the Board,                           March 12, 2004
----------------------------------       Chief Executive Officer and President
     TERENCE E. HALL                     (Principal Executive Officer)

/s/ Robert S. Taylor                      Vice President and                              March 12, 2004
----------------------------------        Chief Financial Officer
     ROBERT S. TAYLOR                     (Principal Financial and Accounting Officer)


/s/ Richard A. Bachmann                              Director                             March 12, 2004
----------------------------------
     RICHARD A. BACHMANN


/s/ Enoch L. Dawkins                                 Director                             March 12, 2004
----------------------------------
     ENOCH L. DAWKINS


/s/ Joseph R. Edwards                                Director                             March 12, 2004
----------------------------------
     JOSEPH R. EDWARDS


/s/ Ben A. Guill                                     Director                             March 12, 2004
----------------------------------
     BEN A. GUILL


/s/ Richard A. Pattarozzi                            Director                             March 12, 2004
----------------------------------
     RICHARD A. PATTAROZZI


/s/ Justin L. Sullivan                               Director                             March 12, 2004
----------------------------------
     JUSTIN L. SULLIVAN
</TABLE>




                                       47


<PAGE>

                 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
            Schedule II Valuation and Qualifying Accounts Years Ended
                        December 31, 2003, 2002 and 2001
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                         Additions
                                                                ----------------------------
                                             Balance at the     Charged to                                        Balance
                                              beginning of      costs and     Balances from                    at the end
Description                                     the year        expenses      acquisitions     Deductions      of the year
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>              <C>           <C>

Year ended December 31, 2003:
   Allowance for doubtful accounts               $ 4,617         $ 2,359          $    -        $    696         $ 6,280

Year ended December 31, 2002:
   Allowance for doubtful accounts               $ 4,057         $ 2,073           $ 133         $ 1,646         $ 4,617

Year ended December 31, 2001:
   Allowance for doubtful accounts               $ 2,292         $ 2,854             $ 3         $ 1,092         $ 4,057
</TABLE>



                                       48


<PAGE>


INDEX TO EXHIBITS


<TABLE>
<CAPTION>

Exhibit No.        DESCRIPTION                                                                   Seq. No.
----------         -----------                                                                   -------
<S>                <C>                                                                           <C>
3.1                Certificate of Incorporation of the Company (incorporated herein by
                   reference to the Company's Quarterly Report on Form 10-QSB for the quarter
                   ended March 31, 1996).

3.2                Certificate of Amendment to the Company's Certificate of Incorporation
                   (incorporated herein by reference to the Company's Quarterly Report on Form
                   10-Q for the quarter ended June 30, 1999).

3.3                Amended and Restated Bylaws (incorporated herein by reference to the
                   Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
                   1999).

4.1                Specimen Stock Certificate (incorporated herein by reference to Amendment
                   No. 1 to the Company's Form S-4 on Form SB-2 (Registration Statement No.
                   33-94454)).

4.2                Registration Rights Agreement dated as of July 15, 1999 by and among the
                   Company, First Reserve Fund VII, Limited Partnership and First Reserve Fund
                   VIII, Limited Partnership (incorporated herein by reference to the
                   Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
                   1999).

4.3                Stockholders' Agreement dated as of July 15, 1999 by and
                   among the Company, First Reserve Fund VII, Limited
                   Partnership and First Reserve Fund VIII, Limited Partnership
                   (incorporated herein by reference to the Company's Quarterly
                   Report on Form 10-Q for the quarter ended June 30, 1999).

4.4                Indenture dated May 2, 2001, by and among SESI, L.L.C., the Company, the
                   Subsidiary Guarantors named therein and the Bank of New York as trustee
                   (incorporated herein by reference to the Company's Quarterly Report on Form
                   10-Q for the quarter ended March 31, 2001), as amended by First
                   Supplemental Indenture, dated as of July 9, 2001, by and among SESI,
                   L.L.C., Wild Well Control, Inc., Blowout Tools, Inc. and the Bank of New
                   York, as trustee (incorporated herein by reference to the Company's
                   Registration Statement on Form S-4 (Registration No. 333-64946)) as amended
                   by Second Supplemental Indenture, dated as of September 1, 2001 by and
                   among SESI, L.L.C., Workstrings, L.L.C., Technical Limit Drillstrings, Inc.
                   and the Bank of New York, as trustee (incorporated herein by reference to
                   the Company's Quarterly Report on Form 10-Q for the quarter ended September
                   30, 2001).

10.1               Superior Energy Services, Inc. 1995 Stock Incentive Plan (incorporated
                   herein by reference to Exhibit A to the Company's Definitive Proxy
                   Statement dated June 25, 1997).

10.2               Superior Energy Services, Inc. 1999 Stock Incentive Plan as amended
                   (incorporated herein by reference to the Company's Annual Report on Form
                   10-K for the year ended December 31, 1999).
</TABLE>



                                       49


<PAGE>


<TABLE>
<CAPTION>

Exhibit No.        DESCRIPTION                                                                   Seq. No.
----------         -----------                                                                   -------
<S>                <C>                                                                           <C>
10.3               Amended and Restated Credit Agreement dated as of August 13,
                   2003 among SESI, L.L.C., as borrower, Superior Energy
                   Services, Inc., as parent, Bank One, NA as agent, Wells Fargo
                   Bank Texas, N.A. as syndication agent, Whitney National Bank
                   as documentation agent, and the lenders party thereto
                   (incorporated herein by reference to the Company's Quarterly
                   Report on Form 10-Q for the quarter ended September 30,
                   2003).

10.4               Employment Agreement between the Company and Terence Hall
                   (incorporated herein by reference to the Company's Annual
                   Report on Form 10-K for the year ended December 31, 1999).

10.5               Amended and Restated Employment and Non-Competition Agreement
                   between the Company and Robert Taylor dated July 15, 2001
                   (incorporated herein by reference to the Company's Annual
                   Report on Form 10-K for the year ended December 31, 2001).

10.6               Amended and Restated Employment and Non-Competition Agreement
                   between the Company and Kenneth Blanchard dated July 15, 2001
                   (incorporated herein by reference to the Company's Annual
                   Report on Form 10-K for the year ended December 31, 2001).

10.7               Purchase Agreement, dated December 31, 2001 between SESI, L.L.C. and
                   Terence E. Hall (incorporated herein by reference to the Company's Annual
                   Report on Form 10-K for the year ended December 31, 2001).

10.8               Superior Energy Services, Inc. Directors' Stock Plan dated April 30, 2000
                   (incorporated herein by reference to the Company's Annual Report on Form
                   10-K for the year ended December 31, 2002).

10.9*              Amended and Restated Superior Energy Services, Inc. 2002 Stock Incentive
                   Plan.

10.10              First Amendment to Stockholders' Agreement dated March 31,
                   2003 by and among Superior Energy Services, Inc., First
                   Reserve Fund VII, Limited Partnership, and First Reserve Fund
                   VIII, Limited Partnership (incorporated herein by reference
                   to the Company's Quarterly Report on Form 10-Q for the
                   quarter ended March 31, 2003).

14.1               Code of business ethics and conduct.

21.1*              Subsidiaries of the Company.

23.1*              Consent of KPMG LLP.

31.1*              Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act
                   of 2002.

31.2*              Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act
                   of 2002.

32.1*              Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act
                   of 2002.
</TABLE>



                                       50


<PAGE>


<TABLE>
<CAPTION>

Exhibit No.        DESCRIPTION                                                                   Seq. No.
----------         -----------                                                                   -------
<S>                <C>                                                                           <C>
32.2*              Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act
                   of 2002.
</TABLE>


*Filed herein


                                       51




<PAGE>

                                                                    EXHIBIT 10.9

                              AMENDED AND RESTATED
                         SUPERIOR ENERGY SERVICES, INC.
                            2002 STOCK INCENTIVE PLAN

         1. PURPOSE. The purpose of the 2002 Stock Incentive Plan (the "Plan")
of Superior Energy Services, Inc. ("Superior") is to increase stockholder value
and to advance the interests of Superior and its subsidiaries (collectively, the
"Company") by furnishing stock-based economic incentives (the "Incentives")
designed to attract, retain, reward and motivate key employees, officers,
directors and consultants or advisors to the Company and to strengthen the
mutuality of interests between such employees, officers and directors and
Superior's stockholders. Incentives consist of opportunities to purchase or
receive shares of common stock, $.001 par value per share, of Superior (the
"Common Stock"), on terms determined under the Plan. As used in the Plan, the
term "subsidiary" means any corporation, limited liability company or other
entity, of which Superior owns (directly or indirectly) within the meaning of
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"),
50% or more of the total combined voting power of all classes of stock,
membership interests or other equity interests issued thereby.

         2. ADMINISTRATION.

                  2.1 COMPOSITION.
 The Plan shall be administered by the
Compensation Committee of the Board of Directors of Superior (the "Board") or by
a subcommittee thereof (the "Committee"). The Committee shall consist of not
fewer than two members of the Board of Directors, each of whom shall (a) qualify
as a "non-employee director" under Rule 16b-3 under the Securities Exchange Act
of 1934 (the "1934 Act") or any successor rule, and (b) qualify as an "outside
director" under Section 162(m) of the Code ("Section 162(m)").

                  2.2 AUTHORITY. The Committee shall have plenary authority to
award Incentives under the Plan, to interpret the Plan, to establish any rules
or regulations relating to the Plan that it determines to be appropriate, to
enter into agreements with or provide notices to participants as to the terms of
the Incentives (the "Incentive Agreements") and to make any other determination
that it believes necessary or advisable for the proper administration of the
Plan. Its decisions in matters relating to the Plan shall be final and
conclusive on the Company and participants. The Committee may delegate its
authority hereunder to the extent provided in Section 3 hereof.

         3. ELIGIBLE PARTICIPANTS. Key employees and officers of the Company and
persons providing services as consultants or advisors to the Company shall
become eligible to receive Incentives under the Plan when designated by the
Committee. Employees may be designated individually or by groups or categories,
as the Committee deems appropriate. With respect to participants not subject to
Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may
delegate to appropriate officers of the Company its authority to designate
participants, to determine the size and type of Incentives to be received by
those participants and to set and modify the terms of the Incentives; provided,
however, that the per share exercise price of any options granted by an officer,
rather than by the Committee, shall be equal to the Fair Market Value (as


<PAGE>

defined in Section 11.11) of a share of Common Stock on the date of grant.
Directors who are not also employees of the Company ("Outside Directors") may
participate in the Plan only as specifically provided in Section 10 hereof.

         4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to
eligible participants in the forms of (a) incentive stock options; (b)
non-qualified stock options; (c) restricted stock and (d) Other Stock-Based
Awards (as defined in Section 8 hereof).

         5. SHARES SUBJECT TO THE PLAN.

                  5.1 NUMBER OF SHARES. Subject to adjustment as provided in
Section 11.5, the maximum number of shares of Common Stock that may be delivered
to participants and their permitted transferrees under the Plan shall be
1,400,000 shares.

                  5.2 SHARE COUNTING. To the extent any shares of Common Stock
covered by a stock option are not delivered to a participant or permitted
transferee because the Option is forfeited or canceled, or shares of Common
Stock are not delivered because an Incentive is paid or settled in cash or used
to satisfy the applicable tax withholding obligation, such shares shall not be
deemed to have been delivered for purposes of determining the maximum number of
shares of Common Stock available for delivery under this Plan. In the event that
shares of Common Stock are issued as an Incentive and thereafter are forfeited
or reacquired by the Company pursuant to rights reserved upon issuance thereof,
such forfeited and reacquired Shares may again be issued under the Plan. If the
exercise price of any stock option granted under the Plan or the applicable
withholding tax obligation is satisfied by tendering shares of Common Stock to
the Company (by either actual delivery or by attestation), only the number of
shares of Common Stock issued net of the shares of Common Stock tendered shall
be deemed delivered for purposes of determining the maximum number of shares of
Common Stock available for delivery under the Plan.

                  5.3 LIMITATIONS ON AWARDS. Subject to Section 11.5, the
following additional limitations are imposed under the Plan:

                           A. The maximum number of shares of Common Stock that
         may be issued upon exercise of stock options intended to qualify as
         incentive stock options under Section 422 of the Code shall be
         1,000,000 shares. Notwithstanding any other provision herein to the
         contrary, (i) all shares issuable under incentive stock options shall
         be counted against this limit and (ii) shares that are issued and are
         later forfeited, cancelled or reacquired by the Company, shares
         withheld to satisfy withholding tax obligations and shares delivered in
         payment of the option exercise price or withholding taxes shall have no
         effect on this limitation.

                           B. The maximum number of shares of Common Stock that
         may be covered by Incentives granted under the Plan to any one
         individual during any one calendar-year period shall be 1,000,000.

                                       2

<PAGE>

                           C. The maximum number of shares of Common Stock that
         may be issued as restricted stock and Other Stock-Based Awards (as
         defined in Section 8) shall be 250,000 shares.

                  5.4 TYPE OF COMMON STOCK. Common Stock issued under the Plan
may be authorized and unissued shares or issued shares held as treasury shares.

         6. STOCK OPTIONS. A stock option is a right to purchase shares of
Common Stock from Superior. Stock options granted under the Plan may be
incentive stock options (as such term is defined in Section 422 of the Code) or
non-qualified stock options. Any option that is designated as a non-qualified
stock option shall not be treated as an incentive stock option. Each stock
option granted by the Committee under this Plan shall be subject to the
following terms and conditions:

                  6.1 PRICE. The exercise price per share shall be determined by
the Committee, subject to adjustment under Section 11.5; provided that in no
event shall the exercise price be less than the Fair Market Value of a share of
Common Stock on the date of grant, except in case of a stock option granted in
assumption of or substitution for an outstanding award of a company acquired by
the Company or with which the Company combines.

                  6.2 NUMBER. The number of shares of Common Stock subject to
the option shall be determined by the Committee, subject to Section 5 and
subject to adjustment as provided in Section 11.5.

                  6.3 DURATION AND TIME FOR EXERCISE. The term of each stock
option shall be determined by the Committee, but shall not exceed a maximum term
of 10 years. Each stock option shall become exercisable at such time or times
during its term as shall be determined by the Committee. Notwithstanding the
foregoing, the Committee may accelerate the exercisability of any stock option
at any time, in addition to the automatic acceleration of stock options under
Section 11.10.

                  6.4 REPURCHASE. Upon approval of the Committee, the Company
may repurchase a previously granted stock option from a participant by mutual
agreement before such option has been exercised by payment to the participant of
the amount per share by which: (i) the Fair Market Value (as defined in Section
11.11) of the Common Stock subject to the option on the business day immediately
preceding the date of purchase exceeds (ii) the exercise price.

                  6.5 MANNER OF EXERCISE. A stock option may be exercised, in
whole or in part, by giving written notice to the Company, specifying the number
of shares of Common Stock to be purchased. The exercise notice shall be
accompanied by the full purchase price for such shares. The option price shall
be payable in United States dollars and may be paid (a) in cash; (b) by check;
(c) by delivery of shares of Common Stock which, unless otherwise determined by
the Committee, shall have been held by the optionee for at least six months, and
which shares shall be valued for this purpose at the Fair Market Value on the
business day immediately preceding the date such option is

                                       3

<PAGE>

exercised; (d) by delivery of irrevocable written instructions to a broker
approved by the Company (with a copy to the Company) to immediately sell a
portion of the shares issuable under the option and to deliver promptly to the
Company the amount of sale proceeds (or loan proceeds if the broker lends funds
to the participant for delivery to the Company) to pay the exercise price; or
(e) in such other manner as may be authorized from time to time by the
Committee.

                  6.6 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the
Plan to the contrary, the following additional provisions shall apply to the
grant of stock options that are intended to qualify as incentive stock options
(as such term is defined in Section 422 of the Code):

                           A. Any incentive stock option agreement authorized
         under the Plan shall contain such other provisions as the Committee
         shall deem advisable, but shall in all events be consistent with and
         contain or be deemed to contain all provisions required in order to
         qualify the options as incentive stock options.

                           B. All incentive stock options must be granted within
         ten years from the date on which this Plan is adopted by the Board of
         Directors.

                           C. No incentive stock options shall be granted to any
         participant who, at the time such option is granted, would own (within
         the meaning of Section 422 of the Code) stock possessing more than 10%
         of the total combined voting power of all classes of stock of the
         employer corporation or of its parent or subsidiary corporation.

                           D. The aggregate Fair Market Value (determined with
         respect to each incentive stock option as of the time such incentive
         stock option is granted) of the Common Stock with respect to which
         incentive stock options are exercisable for the first time by a
         participant during any calendar year (under the Plan or any other plan
         of Superior or any of its subsidiaries) shall not exceed $100,000. To
         the extent that such limitation is exceeded, such options shall not be
         treated, for federal income tax purposes, as incentive stock options.

                  6.7 REPRICING. Except for adjustments pursuant to Section 11.5
or actions permitted to be taken by the Committee under Section 11.10C in the
event of a Change of Control, unless approved by the stockholders of the
Company, (a) the exercise price for any outstanding stock option granted under
this Plan may not be decreased after the date of grant and (b) an outstanding
stock option that has been granted under this Plan may not, as of any date that
such option has a per share exercise price that is less than the then current
Fair Market Value of a share of Common Stock, be surrendered to the Company as
consideration for the grant of a new option with a lower exercise price, shares
of restricted stock, an Other Stock-Based Award (as defined in Section 8.1), a
cash payment or Common Stock.

                                       4

<PAGE>

         7. RESTRICTED STOCK.

                  7.1 GRANT OF RESTRICTED STOCK. The Committee may award shares
of restricted stock to such eligible participants as the Committee determines
pursuant to the terms of Section 3. An award of restricted stock shall be
subject to such restrictions on transfer and forfeitability provisions and such
other terms and conditions, including the attainment of specified performance
goals, as the Committee may determine, subject to the provisions of the Plan. To
the extent restricted stock is intended to qualify as "performance-based
compensation" under Section 162(m), it must be granted subject to the attainment
of performance goals as described in Section 9 below and meet the additional
requirements imposed by Section 162(m).

                  7.2 THE RESTRICTED PERIOD. At the time an award of restricted
stock is made, the Committee shall establish a period of time during which the
transfer of the shares of restricted stock shall be restricted and after which
the shares of restricted stock shall be vested (the "Restricted Period"). Except
for shares of restricted stock that vest based on the attainment of performance
goals, the Restricted Period shall be a minimum of three years, with incremental
vesting of portions of the award over the three-year period permitted. If the
vesting of the shares of restricted stock is based upon the attainment of
performance goals, a minimum Restricted Period of one year is allowed, with
incremental vesting of portions of the award over the one-year period permitted.
Each award of restricted stock may have a different Restricted Period. The
expiration of the Restricted Period shall also occur as provided under Section
11.3 and under the conditions described in Section 11.10 hereof.

                  7.3 ESCROW. The participant receiving restricted stock shall
enter into an Incentive Agreement with the Company setting forth the conditions
of the grant. Certificates representing shares of restricted stock shall be
registered in the name of the participant and deposited with the Company,
together with a stock power endorsed in blank by the participant. Each such
certificate shall bear a legend in substantially the following form:

         The transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions (including conditions
of forfeiture) contained in the Superior Energy Services, Inc. 2002 Stock
Incentive Plan (the "Plan"), and an agreement entered into between the
registered owner and Superior Energy Services, Inc. thereunder. Copies of the
Plan and the agreement are on file at the principal office of the Company.

                  7.4 DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be subject
to any restrictions on transfer, forfeitability provisions or reinvestment
requirements as the Committee may, in its discretion, prescribe in the Incentive
Agreement.

                  7.5 FORFEITURE. In the event of the forfeiture of any shares
of restricted stock under the terms provided in the Incentive Agreement
(including any additional shares of restricted stock that may result from the
reinvestment of cash and stock

                                       5

<PAGE>

dividends, if so provided in the Incentive Agreement), such forfeited shares
shall be surrendered and the certificates cancelled. The participants shall have
the same rights and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares received pursuant to Section
11.5 due to a recapitalization or other change in capitalization.

                  7.6 EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee, the restrictions applicable to the
restricted stock shall lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions and legends, except any that may be
imposed by law, to the participant or the participant's estate, as the case may
be.

                  7.7 RIGHTS AS A STOCKHOLDER. Subject to the terms and
conditions of the Plan and subject to any restrictions on the receipt of
dividends that may be imposed in the Incentive Agreement, each participant
receiving restricted stock shall have all the rights of a stockholder with
respect to shares of stock during the Restricted Period, including without
limitation, the right to vote any shares of Common Stock.

         8. OTHER STOCK-BASED AWARDS.

                  8.1 GRANT OF OTHER STOCK-BASED AWARDS. Subject to the
limitations described in Section 8.2 hereof, the Committee may grant to eligible
participants "Other Stock-Based Awards," which shall consist of awards (other
than options or restricted stock in Sections 6 and 7) the value of which is
based in whole or in part on the value of shares of Common Stock. Other
Stock-Based Awards may be awards of shares of Common Stock or may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, shares of, or appreciation in the value of, Common Stock
(including, without limitation, securities convertible or exchangeable into or
exercisable for shares of Common Stock), as deemed by the Committee consistent
with the purposes of this Plan. The Committee shall determine the terms and
conditions of any Other Stock-Based Award (including which rights of a
stockholder, if any, the recipient shall have with respect to Common Stock
associated with any such award) and may provide that such award is payable in
whole or in part in cash. An Other Stock-Based Award may be subject to the
attainment of such specified performance goals or targets as the Committee may
determine, subject to the provisions of this Plan. To the extent that an Other
Stock-Based Award is intended to qualify as "performance-based compensation"
under Section 162(m), it must be granted subject to the attainment of
performance goals as described in Section 9 below and meet the additional
requirements imposed by Section 162(m).

                  8.2 LIMITATIONS. Other Stock-Based Awards granted under this
Section 8 shall be subject to a vesting period of at least three years, with
incremental vesting of portions of the award over the three-year period
permitted; provided, however, that if the vesting of the award is based upon the
attainment of performance goals, a minimum vesting period of one year is
allowed, with incremental vesting of portions of the award

                                       6

<PAGE>

over the one-year period permitted, and further provided that the Committee may
make special awards under this Section 8 with respect to an aggregate of no more
than 140,000 shares of Common Stock, as adjusted under Section 11.5, which
special awards shall not be subject to any minimum vesting requirements.

         9. PERFORMANCE GOALS FOR SECTION 162(m) AWARDS. To the extent that
shares of restricted stock or Other Stock-Based Awards granted under the Plan
are intended to qualify as "performance-based compensation" under Section
162(m), the vesting, grant or payment of such awards shall be conditioned on the
achievement of one or more performance goals and must satisfy the other
requirements of Section 162(m). The performance goals pursuant to which such
awards shall vest, be granted or be paid out shall be any or a combination of
the following performance measures applied to the Company, Superior, a division
or a subsidiary: earnings per share, return on assets, an economic value added
measure, stockholder return, earnings, stock price, return on equity, return on
total capital, safety performance, reduction of expenses or increase in cash
flow. For any performance period, such performance objectives may be measured on
an absolute basis or relative to a group of peer companies selected by the
Committee, relative to internal goals or relative to levels attained in prior
years. The performance goals may be subject to such adjustments as are specified
in advance by the Committee.

         10. STOCK OPTIONS FOR OUTSIDE DIRECTORS.

                  10.1 GRANT OF OPTIONS. Beginning at such time as a sufficient
number of shares of Common Stock no longer remain available for the grant of
stock options to Outside Directors under the Superior Energy Services, Inc. 1999
Stock Incentive Plan and continuing for as long as the Plan remains in effect
and shares of Common Stock remain available for issuance hereunder, the
following grants shall be made to Outside Directors:

                           A. On the date a person first joins the Board of
         Directors as an Outside Director, such Outside Director shall be
         automatically granted non-qualified stock options to purchase up to
         30,000 shares of Common Stock, the exact number of which shall be set
         by the Committee; and

                           B. On the day following the annual meeting of
         stockholders of Superior, each Outside Director shall be automatically
         granted non-qualified stock options to purchase up to 10,000 shares of
         Common Stock, the exact number of which shall be set by the Committee.

                  10.2 EXERCISABILITY OF STOCK OPTIONS. The stock options
granted to Outside Directors under this Section 10 shall be exercisable
immediately and, subject to Section 10.4 and 11.10 C, shall expire ten years
following the date of grant.

                  10.3 EXERCISE PRICE. The exercise price of the stock options
granted to Outside Directors shall be equal to the Fair Market Value, as defined
in the Plan, of a share of Common Stock on the date of grant. The Exercise Price
may be paid as provided in Section 6.5 hereof.

                                       7

<PAGE>

                  10.4 EXERCISE AFTER TERMINATION OF BOARD SERVICE. In the event
an Outside Director ceases to serve on the Board, the stock options granted
hereunder must be exercised within one year from termination of Board service;
provided, however, that in the event of termination of Board service as a result
of retirement (at age 65 or later or after having completed five or more years
of service on the Board), the stock options may be exercised within five years
from the date of termination of Board service. Notwithstanding the foregoing, no
stock options may be exercised later than ten years after the date of grant.

         11. GENERAL.

                  11.1 DURATION. Subject to Section 11.9, the Plan shall remain
in effect until all Incentives granted under the Plan have either been satisfied
by the issuance of shares of Common Stock or otherwise been terminated under the
terms of the Plan and all restrictions imposed on shares of Common Stock in
connection with their issuance under the Plan have lapsed.

                  11.2 TRANSFERABILITY. No Incentives granted hereunder may be
transferred, pledged, assigned or otherwise encumbered by a participant except:
(a) by will; (b) by the laws of descent and distribution; (c) pursuant to a
domestic relations order, as defined in the Code; or (d) as to options only, if
permitted by the Committee and so provided in the Incentive Agreement or an
amendment thereto, (i) to Immediate Family Members, (ii) to a partnership in
which the participant and/or Immediate Family Members, or entities in which the
participant and/or Immediate Family Members are the sole owners, members or
beneficiaries, as appropriate, are the sole partners, (iii) to a limited
liability company in which the participant and/or Immediate Family Members, or
entities in which the participant and/or Immediate Family Members are the sole
owners, members or beneficiaries, as appropriate, are the sole members, or (iv)
to a trust for the sole benefit of the participant and/or Immediate Family
Members. "Immediate Family Members" shall be defined as the spouse and natural
or adopted children or grandchildren of the participant and their spouses. To
the extent that an incentive stock option is permitted to be transferred during
the lifetime of the participant, it shall be treated thereafter as a
nonqualified stock option. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of Incentives, or levy of attachment or
similar process upon Incentives not specifically permitted herein, shall be null
and void and without effect.

                  11.3 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. Except as
provided in Section 10.4 with respect to Outside Directors, in the event that a
participant ceases to be an employee of the Company or to provide services to
the Company for any reason, including death, disability, early retirement or
normal retirement, any Incentives may be exercised, shall vest or shall expire
at such times as may be determined by the Committee and provided in the
Incentive Agreement.

                  11.4 ADDITIONAL CONDITIONS. Anything in this Plan to the
contrary notwithstanding: (a) the Company may, if it shall determine it
necessary or desirable for any reason, at the time of award of any Incentive or
the issuance of any shares of

                                       8

<PAGE>

Common Stock pursuant to any Incentive, require the recipient of the Incentive,
as a condition to the receipt thereof or to the receipt of shares of Common
Stock issued pursuant thereto, to deliver to the Company a written
representation of present intention to acquire the Incentive or the shares of
Common Stock issued pursuant thereto for his own account for investment and not
for distribution; and (b) if at any time the Company further determines, in its
sole discretion, that the listing, registration or qualification (or any
updating of any such document) of any Incentive or the shares of Common Stock
issuable pursuant thereto is necessary on any securities exchange or under any
federal or state securities or blue sky law, or that the consent or approval of
any governmental regulatory body is necessary or desirable as a condition of, or
in connection with the award of any Incentive, the issuance of shares of Common
Stock pursuant thereto, or the removal of any restrictions imposed on such
shares, such Incentive shall not be awarded or such shares of Common Stock shall
not be issued or such restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.

                  11.5 ADJUSTMENT. In the event of any recapitalization, stock
dividend, stock split, combination of shares or other similar change in the
Common Stock, the number of shares of Common Stock then subject to the Plan,
including shares subject to outstanding Incentives, and all limitations on the
number of shares that may be issued hereunder shall be adjusted in proportion to
the change in outstanding shares of Common Stock. In the event of any such
adjustments, the purchase price of any option and the performance objectives of
any Incentive, shall also be adjusted as and to the extent appropriate, in the
reasonable discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment. No substitution or adjustment
shall require the Company to issue a fractional share under the Plan and the
substitution or adjustment shall be limited by deleting any fractional share.

                  11.6 WITHHOLDING.

                           A. The Company shall have the right to withhold from
         any payments made or stock issued under the Plan or to collect as a
         condition of payment, issuance or vesting, any taxes required by law to
         be withheld. At any time that a participant is required to pay to the
         Company an amount required to be withheld under applicable income tax
         laws in connection with the lapse of restrictions on Common Stock or
         the exercise of an option, the participant may, subject to disapproval
         by the Committee, satisfy this obligation in whole or in part by
         electing (the "Election") to deliver currently owned shares of Common
         Stock or to have the Company withhold shares of Common Stock, in each
         case having a value equal to the minimum statutory amount required to
         be withheld under federal, state and local law. The value of the shares
         to be delivered or withheld shall be based on the Fair Market Value of
         the Common Stock on the date that the amount of tax to be withheld
         shall be determined ("Tax Date").

                           B. Each Election must be made prior to the Tax Date.
         The Committee may disapprove of any Election, may suspend or terminate
         the right to

                                       9

<PAGE>


         make Elections, or may provide with respect to any Incentive that the
         right to make Elections shall not apply to such Incentive. If a
         participant makes an election under Section 83(b) of the Code with
         respect to shares of restricted stock, an Election to have shares
         withheld to satisfy withholding taxes is not permitted to be made.

                  11.7 NO CONTINUED EMPLOYMENT. No participant under the Plan
shall have any right, because of his or her participation, to continue in the
employ of the Company for any period of time or to any right to continue his or
her present or any other rate of compensation.

                  11.8 DEFERRAL PERMITTED. Payment of an Incentive may be
deferred at the option of the participant if permitted in the Incentive
Agreement.

                  11.9 AMENDMENTS TO OR TERMINATION OF THE PLAN. The Board may
amend or discontinue this Plan at any time; provided, however, that no such
amendment may:

                           A. without the approval of the stockholders, (i)
         except for adjustments permitted herein, increase the maximum number of
         shares of Common Stock that may be issued through the Plan, (ii)
         materially increase the benefits accruing to participants under the
         Plan, (iii) materially expand the classes of persons eligible to
         participate in the Plan, or (iv) amend Section 6.7 to permit the
         repricing of stock options as prohibited therein, or

                           B. materially impair, without the consent of the
         recipient, an Incentive previously granted, except that the Company
         retains all of its rights under Section 11.10.

                  11.10 CHANGE OF CONTROL.

                           A. A Change of Control shall mean:

                                    (i)      the acquisition by any person of
                  beneficial ownership of 50% or more of the outstanding shares
                  of the Common Stock or 50% or more of the combined voting
                  power of Superior's then outstanding securities entitled to
                  vote generally in the election of directors; provided,
                  however, that for purposes of this subsection (i), the
                  following acquisitions shall not constitute a Change of
                  Control:

                                             (a) any acquisition (other than a
                           Business Combination (as defined below) which
                           constitutes a Change of Control under Section
                           11.10(A)(iii) hereof) of Common Stock directly from
                           the Company,

                                             (b) any acquisition of Common Stock
                           by the Company,

                                       10

<PAGE>


                                             (c) any acquisition of Common Stock
                           by any employee benefit plan (or related trust)
                           sponsored or maintained by the Company or any
                           corporation controlled by the Company, or

                                             (d) any acquisition of Common Stock
                           by any corporation or other entity pursuant to a
                           Business Combination that does not constitute a
                           Change of Control under Section 11.10(A)(iii) hereof;
                           or

                                    (ii)     individuals who, as of January 1,
                  2002, constituted the Board of Directors of Superior (the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of the Board of Directors; provided, however, that
                  any individual becoming a director subsequent to such date
                  whose election, or nomination for election by Superior's
                  stockholders, was approved by a vote of at least two-thirds of
                  the directors then comprising the Incumbent Board shall be
                  considered a member of the Incumbent Board, unless such
                  individual's initial assumption of office occurs as a result
                  of an actual or threatened election contest with respect to
                  the election or removal of directors or other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of a person other than the Incumbent Board; or

                                    (iii)    consummation of a reorganization,
                  share exchange, merger or consolidation (including any such
                  transaction involving any direct or indirect subsidiary of
                  Superior) or sale or other disposition of all or substantially
                  all of the assets of the Company (a "Business Combination");
                  provided, however, that in no such case shall any such
                  transaction constitute a Change of Control if immediately
                  following such Business Combination:

                                             (a) the individuals and entities
                           who were the beneficial owners of Superior's
                           outstanding Common Stock and Superior's voting
                           securities entitled to vote generally in the election
                           of directors immediately prior to such Business
                           Combination have direct or indirect beneficial
                           ownership, respectively, of more than 50% of the then
                           outstanding shares of common stock, and more than 50%
                           of the combined voting power of the then outstanding
                           voting securities entitled to vote generally in the
                           election of directors of the surviving or successor
                           corporation, or, if applicable, the ultimate parent
                           company thereof (the "Post-Transaction Corporation"),
                           and

                                             (b) except to the extent that such
                           ownership existed prior to the Business Combination,
                           no person (excluding the Post-Transaction Corporation
                           and any employee benefit plan or related trust of
                           either Superior, the Post-Transaction Corporation or
                           any subsidiary of either corporation) beneficially
                           owns, directly or

                                       11

<PAGE>



                           indirectly, 25% or more of the then outstanding
                           shares of common stock of the corporation resulting
                           from such Business Combination or 25% or more of the
                           combined voting power of the then outstanding voting
                           securities of such corporation, and

                                             (c) at least a majority of the
                           members of the board of directors of the
                           Post-Transaction Corporation were members of the
                           Incumbent Board at the time of the execution of the
                           initial agreement, or of the action of the Board of
                           Directors, providing for such Business Combination;
                           or

                                    (iv) approval by the stockholders of
                  Superior of a complete liquidation or dissolution of Superior.

For purposes of this Section 11.10, the term "person" shall mean a natural
person or entity, and shall also mean the group or syndicate created when two or
more persons act as a syndicate or other group (including, without limitation, a
partnership or limited partnership) for the purpose of acquiring, holding, or
disposing of a security, except that "person" shall not include an underwriter
temporarily holding a security pursuant to an offering of the security.

                  B. Upon a Change of Control of the type described in clause
(A)(i) or (A)(ii) of this Section 11.10 or immediately prior to any Change of
Control of the type described in clause (A)(iii) or (A)(iv) of this Section
11.10, all outstanding Incentives granted pursuant to this Plan shall
automatically become fully vested and exercisable, all restrictions or
limitations on any Incentives shall automatically lapse and, unless otherwise
provided in the applicable Incentive Agreement, all performance criteria and
other conditions relating to the payment of Incentives shall be deemed to be
achieved or waived by Superior without the necessity of action by any person. As
used in the immediately preceding sentence, 'immediately prior' to the Change of
Control shall mean sufficiently in advance of the Change of Control to permit
the grantee to take all steps reasonably necessary (i) if an optionee, to
exercise any such option fully and (ii) to deal with the shares purchased or
acquired under any such option or any Other Stock-Based Award and any formerly
restricted shares on which restrictions have lapsed so that all types of shares
may be treated in the same manner in connection with the Change of Control as
the shares of Common Stock of other stockholders.

                  C. No later than 30 days after a Change of Control of the type
described in subsections (A)(i) or (A)(ii) of this Section 11.10 and no later
than 30 days after the approval by the Board of a Change of Control of the type
described in subsections (A)(iii) or (A)(iv) of this Section 11.10, the
Committee, acting in its sole discretion without the consent or approval of any
participant (and notwithstanding any removal or attempted removal of some or all
of the members thereof as directors or Committee members), may act to effect one
or more of the alternatives listed below, which may vary among individual
participants and which may vary among Incentives held by any individual
participant:

                                       12

<PAGE>

                           (i)      require that all outstanding options or
         Other Stock-Based Awards be exercised on or before a specified date
         (before or after such Change of Control) fixed by the Committee, after
         which specified date all unexercised options and Other Stock-Based
         Awards and all rights of participants thereunder shall terminate,

                           (ii)     make such equitable adjustments to
         Incentives then outstanding as the Committee deems appropriate to
         reflect such Change of Control (provided, however, that the Committee
         may determine in its sole discretion that no adjustment is necessary),

                           (iii)    provide for mandatory conversion of some or
         all of the outstanding options or Other Stock-Based Awards held by some
         or all participants as of a date, before or after such Change of
         Control, specified by the Committee, in which event such options and
         Other Stock-Based Awards shall be deemed automatically cancelled and
         the Company shall pay, or cause to be paid, to each such participant an
         amount of cash per share equal to the excess, if any, of the Change of
         Control Value of the shares subject to such option or Other Stock-Based
         Award, as defined and calculated below, over the exercise price of such
         options or the exercise or base price of such Other Stock-Based Awards
         or, in lieu of such cash payment, the issuance of Common Stock or
         securities of an acquiring entity having a Fair Market Value equal to
         such excess, or

                           (iv)     provide that thereafter, upon any exercise
         of an option or Other Stock-Based Award that entitles the holder to
         receive Common Stock, the holder shall be entitled to purchase or
         receive under such option or Other Stock-Based Award, in lieu of the
         number of shares of Common Stock then covered by such option or Other
         Stock-Based Award, the number and class of shares of stock or other
         securities or property (including, without limitation, cash) to which
         the holder would have been entitled pursuant to the terms of the
         agreement providing for the reorganization, share exchange, merger,
         consolidation or asset sale, if, immediately prior to such Change of
         Control, the holder had been the record owner of the number of shares
         of Common Stock then covered by such option or Other Stock-Based Award.

                  D. For the purposes of paragraph (iii) of Section 11.10(C),
the "Change of Control Value" shall equal the amount determined by whichever of
the following items is applicable:

                           (i)      the per share price to be paid to
         stockholders of Superior in any such merger, consolidation or other
         reorganization,

                           (ii)     the price per share offered to stockholders
         of Superior in any tender offer or exchange offer whereby a Change of
         Control takes place,

                                       13

<PAGE>

                           (iii)    in all other events, the fair market value
                  per share of Common Stock into which such options being
                  converted are exercisable, as determined by the Committee as
                  of the date determined by the Committee to be the date of
                  conversion of such options, or

                           (iv)     in the event that the consideration offered
                  to stockholders of Superior in any transaction described in
                  this Section 11.10 consists of anything other than cash, the
                  Committee shall determine the fair cash equivalent of the
                  portion of the consideration offered that is other than cash.

                  11.11 DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market
Value" of Common Stock shall be determined for purposes of this Plan, it shall
be determined as follows: (i) if the Common Stock is listed on an established
stock exchange or any automated quotation system that provides sale quotations,
the closing sale price for a share of the Common Stock on such exchange or
quotation system on the applicable date, or if no sale of the Common Stock shall
have been made on that day, on the next preceding day on which there was a sale
of the Common Stock; (ii) if the Common Stock is not listed on any exchange or
quotation system, but bid and asked prices are quoted and published, the mean
between the quoted bid and asked prices on the applicable date, and if bid and
asked prices are not available on such day, on the next preceding day on which
such prices were available; and (iii) if the Common Stock is not regularly
quoted, the fair market value of a share of Common Stock on the applicable date
as established by the Committee in good faith.

                  11.12 PROHIBITION OF LOANS. The Company shall not extend
credit to a participant for the purpose of assisting the participant in
acquiring shares of Common Stock pursuant to an Incentive granted under the
Plan.

                                       14


<PAGE>
                                                                   EXHIBIT 14.1
            
                         SUPERIOR ENERGY SERVICES, INC.

                      CODE OF BUSINESS ETHICS AND CONDUCT


INTRODUCTION

         Honesty, fair dealing and ethical business practices are key elements
to the success of Superior Energy Services, Inc. and its subsidiaries
(collectively, the "Company"). In order to continue our traditions, and to make
clear our commitment to the highest ethical standards, the Company has adopted
this Code of Business Ethics and Conduct to serve as a guide to all of its
employees, officers and directors.

         The Company's reputation, as well as its future success, is in the
hands of its employees, officers and directors. This Code is intended to assist
all of us to continue to act ethically in all aspects of the Company's
business.

         The Company will operate in the best interests of its stockholders,
customers and employees. All Company personnel are required to act ethically
and with honesty and integrity in every aspect of our business.

         Due to the high importance placed on this Code by the Company and the
serious effects which could result from the violation of its standards,
individuals who violate this Code will be subject to immediate discipline,
which may include discharge. Accordingly, all Company personnel must
 be
familiar with and abide by the standards set forth in the Code. It is the
responsibility of each management-level employee to ensure compliance with the
Code by those employees under his or her supervision. To this end, each
management-level employee will be required to provide an annual certification
of compliance with this Code by his or her business unit.

         The Company's Chief Operating Officer has been delegated the
responsibility for monitoring compliance by all of our personnel who are not
also executive officers or directors. Any employee with questions about the
policies contained in this Code or whether certain actions will violate any of
these policies should consult with his or her supervisor or the Chief Operating
Officer.

COMPLIANCE WITH LAWS AND BUSINESS ETHICS

         All Company personnel must comply with all laws, rules and regulations
of any governmental agencies and authorities applicable to the Company or the
conduct of its business. It is the personal responsibility of each employee,
officer and director to adhere to and comply with those laws, rules and
regulations applicable to his or her duties. Any employee who does not adhere
to all of these laws, rules and regulations is acting outside the scope of his
or her employment.

         Beyond compliance with laws, all Company personnel are expected to
observe high standards of business and personal ethics in the discharge of
their assigned duties and responsibilities. This requires the practice of
honesty and integrity in every aspect of 

<PAGE>
dealing with other Company employees, the public, the business community,
stockholders, customers, suppliers and governmental and regulatory authorities.

CONFLICTS OF INTEREST

         Company personnel must avoid any interest that conflicts with, or even
appears to conflict with, an interest of the Company. The Company prohibits all
conflicts of interest unless specifically approved by the Company's Chief
Operating Officer (unless the conflict involves an executive officer or
director of the Company, in which case the Audit Committee of the Board of
Directors must approve the conflict).

         A complete definition of what constitutes a conflict of interest is
difficult to put into words since it is impossible to predict all types of
circumstances that may arise. In most instances, Company personnel will know
when a conflict between his or her interest and the interest of the Company
exists. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it more difficult to perform his
or her work objectively and effectively. Conflicts of interest also arise when
an employee, officer or director or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
In those situations, Company personnel should put the interests of the Company
first. However, there are certain situations that will always constitute a
conflict of interest and must be avoided. These situations occur when an
employee, officer or director or any person having a personal relationship with
them:

         o        obtains a financial or other beneficial interest in one of
                  the Company's customers, suppliers or competitors;

         o        engages in a personal business transaction involving the
                  Company for profit or gain;

         o        accepts money, gifts (excluding gifts of nominal value),
                  excessive hospitality, loans (excluding loans from financial
                  institutions at prevailing market rates) or other special
                  treatment from any customer, supplier or competitor of the
                  Company;

         o        participates in any sale, loan or gift of Company property;
                  or

         o        learns of a business opportunity through association with the
                  Company and discloses such opportunity to a third party or
                  invests in such opportunity without first offering it to the
                  Company.

         When an employee is uncertain whether a situation constitutes a
conflict of interest, he or she must reasonably assess whether that situation
is in fact a conflict of interest. If the employee is unable to reasonably
satisfy himself or herself that a conflict of interest does not exist, they
should immediately check with their supervisor. The 

                                       2

<PAGE>
Company's executive officers and directors must immediately report any
circumstances involving a conflict of interest to the Chairman of the Audit
Committee.

IRREGULAR ACTIVITIES

         Consistent with the Company's pursuit of the highest ethical
standards, misappropriation, fraud and other similar irregularities by
employees are strictly prohibited. Examples of these types of activities
include, but are not limited to:

         o        any dishonest or fraudulent act;

         o        embezzlement;

         o        forgery or alteration of checks or other negotiable
                  instruments of the Company;

         o        receiving or paying any bribes or kickbacks;

         o        misappropriation of Company property, services or employees;

         o        personal use of cash, supplies or other property of the
                  Company;

         o        disclosure of confidential or proprietary Company
                  information;

         o        failing to accurately and completely maintain the Company's
                  books and records; and

         o        falsification of Company records.

         If an employee is uncertain whether his or her conduct may constitute
fraud, or if an employee is directed to take any action that he or she
reasonably believes will constitute fraud, they should immediately contact
their supervisor (unless their supervisor is the person instructing them to
take such action, in which case they may contact the Chief Operating Officer
directly).

GIFTS, GRATUITIES AND ENTERTAINMENT

         Company employees, and persons having a personal relationship with
them, are prohibited from accepting or offering kickbacks or bribes (which
constitute an irregular activity prohibited by "Irregular Activities" above) or
gifts of substantial value (which shall be determined in accordance with the
recipient's position with the Company and gifts that are customarily given to
similarly situated persons in the Company's lines of business) from or to
actual or potential customers or suppliers, and any of their employees, agents
or consultants. The giving or receiving of cash in any amount to induce the
purchase or sale of goods and services is strictly prohibited. Moreover, an
employee should not offer anything if he or she knows that the intended
recipient is 

                                       3

<PAGE>
prohibited from accepting it by the intended recipient's own business code of
conduct or similar policy.

         Nothing in this Code is intended to prohibit employees from spending
reasonable amounts for meals and other entertainment on customers and
suppliers, which are ordinary and customary in the Company's line of business.
However, employees must be aware that the purpose of entertainment and gifts
must be to create goodwill and good working relationships.

IMPROPER PAYMENTS

         Company employees, and persons or entities acting on behalf of the
Company, are prohibited from making payments for the benefit of any individual
(including any government official), company or organization and which is
designed to secure, or is an award for gaining influence or any improper
advantage that is prohibited under U.S. law. To this end, no employee shall
make or offer, directly or indirectly, any payment or its equivalent to any
government official, agent or employee anywhere in the world in consideration
for such official's, agent's or employee's assistance or influence (including
the failure by such individual to perform his or her official duty) or to
secure an improper advantage in order to help the Company obtain or retain
business. Employees of government owned or controlled industries and companies,
such as national oil companies, are considered government employees. This
policy applies regardless of whether the payment or use is lawful under the
laws of a particular country.

         It is the Company's policy that no payment, transfer, offer or promise
of the Company's funds, assets or anything of value shall be made that is not
properly authorized, properly accounted for and clearly identified on the
Company's books. Furthermore, no payment or transfer of the Company's funds or
assets shall be made or approved with the intention or understanding that any
part of such payment or transfers is to be used except as specified in the
supporting documents. Except as approved by authorized management, payments to
third parties (other than petty cash) may not be made in cash, nor may they be
paid to any account in a country otherwise unrelated to the payee's business,
or to any person other than the authorized payee.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

         The honesty, integrity and sound judgment of the Company's Chief
Executive Officer, Chief Financial Officer, Controller and persons performing
similar functions, is fundamental to the reputation and success of the Company.
To the best of their knowledge and ability, the chief executive officer and
those officers of the Company performing accounting, financial management or
similar functions must:

         o        act with honesty and integrity, avoid actual or apparent
                  conflicts of interest in personal and professional
                  relationships, and disclose to the Audit Committee any
                  material transaction or other relationship that reasonably
                  could be expected to give rise to such a conflict;

                                       4

<PAGE>
         o        provide colleagues with information that is accurate,
                  complete, objective, relevant, timely and understandable;

         o        provide full, fair, accurate, timely, and understandable
                  disclosure in reports and documents that the Company files
                  with, or submits to, the Securities and Exchange Commission
                  and other public communications made by the Company;

         o        comply with applicable laws, rules and regulations of
                  federal, state, and local governments (both foreign and
                  domestic) and other appropriate private and public regulatory
                  agencies;

         o        act in good faith, with due care, competence and diligence,
                  without misrepresenting material facts;

         o        proactively promote ethical and honest behavior within the
                  Company; and

         o        assure responsible use of and control of all assets,
                  resources and information of the Company.

         Any senior financial officer that the Audit Committee determines has
failed to comply fully with the points listed above will be deemed to have
willfully failed to perform his or her duties, and shall be subject to
termination for cause or other disciplinary action.

POLITICAL CONTRIBUTIONS AND ACTIVITIES

         The Company does not make contributions of any kind (including the use
of Company property, equipment or other assets) or lend its name to political
candidates or parties, except as may be permitted under applicable law and
approved in accordance with procedures approved by the Chief Executive Officer.

         The foregoing prohibition applies only to the Company, and is not
intended to prevent or discourage employees from making political contributions
or engaging in personal political activities on their own time.

CONFIDENTIALITY

         All information about the Company's business and its plans that has
not been disclosed to the public is a valuable asset that belongs to the
Company. All Company personnel should maintain the confidentiality of
information entrusted to them by the Company, its business partners, suppliers,
customers or others related to the Company's business. Such information must
not be disclosed to anyone, including friends and family members, except when
disclosure is authorized by the Company or legally mandated.

                                       5

<PAGE>
PROTECTION AND PROPER USE OF COMPANY'S ASSETS

         All Company personnel should protect the Company's property and assets
and ensure their efficient and proper use. Theft, carelessness and waste can
directly impact the Company's profitability, reputation and success. All
Company property and assets should be used for legitimate business purposes,
and personal use of such property and assets without permission is strictly
prohibited.

REPORTING AND INVESTIGATION OF SUSPECTED VIOLATIONS

         If an employee has a good faith reason to believe that any violation
of the Code has occurred, he or she is required to report the alleged violation
to the Chief Operating Officer of the Company (unless the alleged violator is
an executive officer or director of the Company, in which case they may report
the violation directly to the Chairman of the Audit Committee). All matters
will be treated as strictly confidential, and may also be reported on an
anonymous basis. It shall be a violation of the Code to intimidate or punish
anyone as a result of any reporting of suspected violations.

         The Company's policy is to comply with all applicable financial
reporting and accounting regulations applicable to the Company. If any employee
has any concerns or complaints regarding any questionable accounting or
auditing matters of the Company, then he or she should submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Chairman of the
Audit Committee.

         If the Company receives information regarding an alleged violation of
the Code, the Chief Operating Officer (or, if the alleged violator is an
executive officer or director of the Company, the Audit Committee will appoint
someone else) will:

         o        evaluate such information as to gravity and credibility;

         o        initiate an informal inquiry or a formal investigation;

         o        prepare a report of such inquiry or investigation, including
                  its disposition or recommendations as to its disposition if
                  it involves an executive officer or director;

         o        make the results of its inquiry or investigation available to
                  the Board of Directors for any appropriate Board action; and

         o        recommend changes in this Code necessary or desirable to
                  prevent further similar violations.

DISCIPLINARY ACTIONS FOR VIOLATIONS

         The Company shall consistently enforce its values and principles
reflected in this Code through appropriate means of discipline. If the Chief
Operating Officer determines that a violation of this Code has occurred, he
shall determine the disciplinary measures to 

                                       6

<PAGE>
be taken against the violating employee. If the violator is an executive
officer or director of the Company, the matter will be presented to the Audit
Committee of the Board of Directors which will determine and recommend to the
Board of Directors the appropriate disciplinary measures to be taken.

         The disciplinary measures, which may be invoked at the discretion of
the Chief Operating Officer or Board of Directors, include, but are not limited
to, counseling, oral or written reprimands, warnings, probation or suspension
without pay, demotions, reductions in salary, termination of employment and
restitution.

         Persons subject to disciplinary measures shall include, in addition to
the violator, others involved in the wrongdoing such as (i) persons who fail to
use reasonable care to detect a violation, (ii) persons who refuse to divulge
information which may be material to the investigation of a violation and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.

QUESTIONS ABOUT THIS CODE

         Employees who are uncertain whether particular conduct will violate
any provision of this Code should immediately consult with their supervisor
prior to committing such conduct. Employees who are executive officers of the
Company should contact the Chairman of the Audit Committee of the Board of
Directors.

ANNUAL CERTIFICATION

         Each management-level employee will conduct an annual review of the
operations and business affairs of his or her business unit and the employees
under his or her supervision for compliance with this Code. Any violations
found or suspected as a result of this review should be forwarded immediately
to the Chief Operating Officer. If no violations are found or reasonably
believed to exist, the manager shall sign and date a Certification form, and
send to the Chief Operating Officer to be placed in his or her personnel file.

                                       7


<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 21.1

                         SUPERIOR ENERGY SERVICES, INC.
                              LIST OF SUBSIDIARIES*


<Table>
<Caption>
                                                                                                          STATE OF JURISDICTION OF
NAME                                                                                                   INCORPORATION OR ORGANIZATION
----                                                                                                   -----------------------------
<S>                                                                                                    <C>
1105 Peters Road, L.L.C.                                                                                         Louisiana
Ace Rental Tools, L.L.C.                                                                                         Louisiana
Blowout Tools, Inc.                                                                                                Texas
Concentric Pipe and Tool Rentals, L.L.C.                                                                         Louisiana
Connection Technology, L.L.C.                                                                                    Louisiana
Drilling Logistics, L.L.C.                                                                                       Louisiana
Environmental Treatment Team, L.L.C.                                                                             Louisiana
F & F Wireline Services, L.L.C.                                                                                  Louisiana
Fastorq, L.L.C.                                                                                                  Louisiana
H.B Rentals, L.C.                                                                                                Louisiana
Imperial Snubbing Services, Ltd.                                                                              Trinidad/Tobago
International Snubbing Services, L.L.C.                                                                          Louisiana
Lamb Energy Services, L.L.C.                                                                                      Delaware
Non-Magnetic Rental Tools, L.L.C.                                                                                Louisiana
Oil Stop, L.L.C.                                                                                                 Louisiana
Premier Oilfield Services Limited                                                                                 Scotland
Production Management Industries, L.L.C.                                                                         Louisiana
SPN Resources, LLC                                                                                               Louisiana
Southeast Australian Services Pty., Ltd.                                                                         Australia
Stabil Drill Specialties, L.L.C.                                                                                 Louisiana
Stabil Drill (UK) Limited                                                                                         Scotland
Sub-Surface Tools, L.L.C.                                                                                        Louisiana
Superior Energy Services, L.L.C.                                                                                 Louisiana
</Table>



<PAGE>


<Table>
<Caption>
<S>                                                                                                              <C>    
Tong Specialty, L.L.C.                                                                                           Louisiana
Wild Well Control, Inc.                                                                                            Texas
Workstrings, L.L.C.                                                                                              Louisiana
</Table>


         ----------

         * Names of particular subsidiaries have been omitted from the above
         list because,
 considered in the aggregate, they would not constitute,
         as of the end of the year covered by this report, a "significant
         subsidiary" as that term is defined in Rule 1.02(w) of Regulation S-X
         under the Securities Exchange Act of 1934.







<PAGE>
                                                                    EXHIBIT 23.1

The Board of Directors
Superior Energy Services, Inc.:

We consent to incorporation by reference in registration statements No.
333-22603, No. 333-35286 and No. 333-107749 on Form S-3 and No. 333-12175, No.
333-43421, No. 333-33758 and No. 333-101211 on Form S-8 of Superior Energy
Services, Inc. of our report dated March 4, 2004, with respect to the
consolidated balance sheets of Superior Energy Services, Inc. and subsidiaries
as of December 31, 2003 and 2002, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 2003, and the related financial
statement schedule, which report appears in the December 31,2003, annual report
on Form 10-K of Superior Energy Services, Inc.

Our report refers to a change in the method of accounting for depreciation on
liftboats and the adoption of the provisions of Statement of Financial
Accounting Standards (SFAS) No. 141 and certain provisions of SFAS No. 142 as of
December 31, 2001.

/s/ KPMG LLP

New Orleans, Louisiana
March 12, 2004




<PAGE>

                                                                    EXHIBIT 31.1


                       OFFICER'S CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Terence E. Hall, certify that:

1.       I have reviewed this annual report on Form 10-K of Superior Energy
         Services, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material
 information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         c)       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

                            SUPERIOR ENERGY SERVICES, INC.

Date: March 12, 2004               By: /s/ Terence E. Hall
                                   ---------------------------------------------
                                   Terence E. Hall
                                   Chairman of the Board,
                                   Chief Executive Officer and President



<PAGE>

                                                                    EXHIBIT 31.2


                       OFFICER'S CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert S. Taylor, certify that:

1.       I have reviewed this annual report on Form 10-K of Superior Energy
         Services, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material
 information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         c)       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

                             SUPERIOR ENERGY SERVICES, INC.

Date: March 12, 2004               By: /s/ Robert S. Taylor              
                                   ---------------------------------------------
                                   Robert S. Taylor
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



<PAGE>

                                                                    EXHIBIT 32.1

                             CERTIFICATE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Terence E. Hall, the Chairman of the Board, Chief Executive Officer and
President of Superior Energy Services, Inc. (the "Company"), certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.       the Annual Report on Form 10-K for the annual period ended December 31,
2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2.       the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company for the period covered by such Report.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

Date: March 12, 2003                By: /s/ Terence E. Hall                
                                    --------------------------------------------
                                    Terence E. Hall
                                    Chairman of the Board,
                                    Chief Executive Officer and President




<PAGE>

                                                                    EXHIBIT 32.2

                             CERTIFICATE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert S. Taylor, Chief Financial Officer, Principal Financial and Accounting
Officer of Superior Energy Services, Inc. (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.       the Annual Report on Form 10-K for the annual period ended December 31,
2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2.       the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company for the period covered by such Report.

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

Date: March 12, 2003              By: /s/ Robert S. Taylor              
                                  --------------------------------------------
                                  Robert S. Taylor
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)