SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FIRST RESERVE CORP (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUPERIOR ENERGY SERVICES INC [ SPN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/26/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(2)	05/26/2004		A		3,261		(3)	(3)	Common	3,261	$0	6,522(4)	I(5)	See FN(6)
Restricted Stock Units(7)	(2)	05/26/2004		A		3,261		(3)	(3)	Common	3,261	$0	6,522(4)	I(5)	See FN(6)

1. Name and Address of Reporting Person* FIRST RESERVE CORP (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST RESERVE FUND VII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST RESERVE FUND VIII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST RESERVE GP VII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST RESERVE GP VIII L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* GUILL BEN A (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* EDWARDS JOSEPH R (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)

Explanation of Responses:

1. The 3,261 Restricted Stock Units ("RSU") were granted to Ben A. Guill, as a non-employee Director of the Issuer under its 2004 Directors Restricted Stock Units Plan.

2. Each RSU represents a right to receive 1 share of the Issuer's common stock.

3. Pursuant to the terms of the Issuer's 2004 Directors Restricted Stock Units Plan, the RSU's vest immediately upon grant, but the shares of common stock due upon vesting will not be delivered to the holder until he ceases to serve on the board of directors of the Issuer.

4. Consists of 3,261 RSU's held of record by Ben A. Guill, and 3,261 RSU's held of record by Joseph R. Edwards. Following the transactions reported on this Form 4, the Fund Entities beneficially own an aggregate of 6,522 shares of the derivative securities referenced herein (see FN 5 and 6). In addition, the Fund Entities beneficially own an aggregate of 70,000 stock options held of record by Ben A. Guill (40,000) and Joseph R. Edwards (30,000).

5. This Form 4 is being filed on behalf of First Reserve Corporation ("First Reserve"), First Reserve GP VII, L.P. ("GP VII"), First Reserve Fund VII, Limited Partnership ("Fund VII"), First Reserve GP VIII, L.P. ("GP VIII") and First Reserve Fund VIII, L.P. ("Fund VIII"), each as 10% beneficial owners (collectively, the "Fund Entities"), and by Ben A. Guill and Joseph R. Edwards, as directors of the Issuer. First Reserve is the general partner of GP VII, which in turn is the general partner of Fund VII. First Reserve is the general partner of GP VIII, which in turn is the general partner of Fund VIII.

6. The Fund Entities are entitled to the profits from the sale or exercise of securities granted to Messrs. Guill and Edwards, and therefore the Fund Entities share beneficial ownership of the underlying securities held of record by Messrs. Guill and Edwards. Messrs. Guill and Edwards disclaim any beneficial ownership of securites of the Issuer held by the Fund Entities.

7. The 3,261 Restricted Stock Units ("RSU") were granted to Joseph R. Edwards, as a non-employee Director of the Issuer under its 2004 Directors Restricted Stock Units Plan.

Remarks:

First Reserve Corporation is signing for itself and in the capacity of general partner of GP VII and GP VIII, which are the general partners of Fund VII and Fund VIII, respectively. Thomas R. Denison is signing for Ben A. Guill and Joseph R. Edwards as Attorney-in-Fact (see previously filed Powers of Attorney)

	By Thomas R. Denison, Managing Director of First Reserve Corporation and Attorney-in-Fact for Ben A. Guill and Joseph R. Edwards	05/28/2004
	First Reserve GP VII, L.P.	05/28/2004
	First Reserve GP VIII, L.P.	05/28/2004
	First Reserve Corporation	05/28/2004
	First Reserve Corporation	05/28/2004
	By Thomas R. Denison, Attorney-in-Fact	05/28/2004
	By Thomas R. Denison, Attorney-in-Fact	05/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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