As filed with the Securities and Exchange Commission on January 15,1997.
                                       Registration No. 333-15987

                SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549



                        POST-EFFECTIVE AMENDMENT NO. 1
                             ON FORM S-3
                            TO FORM SB-2
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                    Superior Energy Services, Inc.
          (Exact name of registrant as specified in its charter)


      Delaware               1503 Engineers Road             75-2379388
(State or other jurisdiction   P. O. Box 6220             (I.R.S. Employer
of incorporation or organization)New Orleans, LA  70174  Identification No.)
                              (504) 393-7774
              (Address, including zip code, and telephone
                  number, including area code, of the registrant's
                          principal executive offices)


                               Terence E. Hall
                        Superior Energy Services, Inc.
                            Chairman of the Board,
                    Chief Executive Officer and President
                             1503 Engineers Road
                                P. O. Box 6220
                         New Orleans, Louisiana 70174
                                (504) 393-7774
            (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)


                                   Copy to:

                           William B. Masters, Esq.
                     Jones, Walker, Waechter, Poitevent,
                          Carrere & Denegre, L.L.P.
                            201 St. Charles Avenue
                        New Orleans, Louisiana  70170
                              Fax:  504-582-8012


       Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.


           If  the  only  securities  being  registered  on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the following
box.  [  ]

           If  any  of the securities being registered on this Form are to  be
offered on a delayed  or  continuous  basis  pursuant  to  Rule  415 under  the
Securities  Act  of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.  [x]

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

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

           If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [  ]


        This Post-Effective  Amendment  shall  become effective in 
accordance with Section 8(c) of the Securities Act of 1933 on such 
date as the Commission, acting pursuant to said Section 8(c), may 
determine.


<PAGE>

PROSPECTUS

                         6,296,251 Shares

                  Superior Energy Services, Inc.

                           Common Stock


     This Prospectus relates to 6,296,251 shares  of  common
stock,  $0.001 par value per share (the "Common Stock"),  of
Superior   Energy   Services,   Inc.   ("Superior"   or  the
"Company"),  which  may be offered from time to time by  the
Company exclusively to  the  holders, and upon the exercise,
of certain warrants previously  issued  by  the Company (the
"Offering").

     In  July  1992,  the Company issued 1,121,251  Class  A
Redeemable  Common  Stock   Purchase   Warrants   ("Class  A
Warrants") to purchase Common Stock entitling the holder  to
purchase  one  share of Common Stock for $6.00 until July 6,
1997.  In December  1995, the Company issued 5,175,000 Class
B  Redeemable  Common  Stock  Purchase  Warrants  ("Class  B
Warrants") entitling the  holder  to  purchase  one share of
Common   Stock   for   $3.60  during  the  four-year  period
commencing December 8, 1996.   All  of  the shares of Common
Stock  offered  hereby  are  being  offered by  the  Company
exclusively to the holders of the Class A Warrants and Class
B Warrants.

     The  Common  Stock is currently traded  on  the  Nasdaq
National Market under  the  symbol  "SESI."   On January 14,
1997, the last reported sales price of the Common  Stock  as
reported by the Nasdaq National Market was $3.937.




 SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF
  CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
             AN INVESTMENT IN THE COMMON STOCK.



 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
       SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
       ADEQUACY OR THIS PROSPECTUS.  ANY REPRESENTATION 
           TO THE CONTRARY IS A CRIMINAL OFFENSE.


<TABLE>
<CAPTION>
===============================================================================================
                                   Price to     Underwriting Discounts  Proceeds to Company(2)
                                    Public        and Commissions(1)
<S>                              <C>                   <C>                   <C>        
Per share, upon exercise of:
   Class A Warrant                  $6.00              $     -                  $6.00
   Class B Warrant                  $3.60              $     -                  $3.60
_______________________________________________________________________________________________
Total                            $  6,727,506          $     -               $ 6,727,506
                                 $ 18,630,000          $     -               $18,630,000
===============================================================================================
</TABLE>

   (1) No commissions, bonuses, or other fees will be paid  to  any person in
       connection with the offer and sale of the Common Stock.
   (2) Before deducting expenses estimated at $30,000.
                                   __________________________



        This Amended Prospectus is dated January 15, 1997.


<PAGE>
                            AVAILABLE INFORMATION

      The  Company  is subject to the informational requirements of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other documents
with  the  Securities  and   Exchange   Commission  (the  "Commission").
Documents  filed  by  the Company with the Commission  pursuant  to  the
informational requirements  of  the  Exchange  Act  may be inspected and
copied at the public reference facilities maintained  by  the Commission
at  Room  1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,  DC
20549, and  at  the  regional offices of the Commission at the following
locations:  New York Regional  Office, 7 World Trade Center, 13th Floor,
New York, New York 10048 and Chicago  Regional  Office, 500 West Madison
Street,  Suite  1400,  Chicago,  Illinois 60621-2511.   Copies  of  such
material  may  be obtained from the  Public  Reference  Section  of  the
Commission  at  450   Fifth  Street,  N.W.,  Washington,  DC  20549,  at
prescribed rates.  The  Commission  maintains  a  Web site that contains
reports,   proxy  and  information  statements  and  other   information
regarding  issuers   that   file   electronically  with  the  Commission
(http://www.sec.gov).  The Company's  Common  Stock  is  traded  on  the
Nasdaq National Market.  Reports, proxy statements and other information
may  also  be  inspected  at  the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

      The Prospectus constitutes  a  part  of  a  Registration Statement
filed  by the Company with the Commission under the  Securities  Act  of
1933, as  amended (the "Securities Act").  This Prospectus omits certain
of the information contained in the Registration Statement in accordance
with the rules  and  regulations of the Commission.  Reference is hereby
made to the Registration  Statement  and  related  exhibits  for further
information   with   respect  to  the  Company  and  the  Common  Stock.
Statements contained herein  concerning  the  provisions of any document
are not necessarily complete and, in each instance, reference is made to
the  copy  of  such  document  filed as an exhibit to  the  Registration
Statement or otherwise filed with  the  Commission.  Each such statement
is qualified in its entirety by such reference.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, which have been filed by the Company with
the Commission pursuant to the Exchange Act,  are incorporated herein by
reference:   (i)  the Company's Annual Report on  Form  10-KSB  for  the
fiscal  year ended December  31,  1995;  (ii)  the  Company's  Quarterly
Reports on  Form  10-QSB  for  the fiscal quarters ended March 31, 1996,
June 30, 1996 and September 30,  1996;  (iii)  the  description  of  the
Company's Common Stock set forth in its registration statement under the
Exchange  Act dated June 12, 1992; and (iv) the Company's Current Report
on Form 8-K dated September 16, 1996.

      All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this  Prospectus  and  prior  to the termination of the offering
made hereby shall be deemed to be incorporated  by  reference herein and
to  be  made  a  part  hereof  from  their respective dates  of  filing.
Information appearing herein or in any  particular document incorporated
herein by reference is not necessarily complete  and is qualified in its
entirety by the information and financial statements appearing in all of
the  documents  incorporated  herein  by reference and  should  be  read
together therewith.  Any statements contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified
or superseded to the extent that a statement  contained herein or in any
other document subsequently filed or incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any statement so modified or
superseded shall not be deemed, except  as so modified or superseded, to
constitute a part of this Prospectus.

      The Company will provide without charge  to  each person to whom a
copy  of this Prospectus has been delivered, upon the  written  or  oral
request  of any such person, a copy of any of the documents incorporated
herein by  reference, other than exhibits to such documents, unless such
exhibits are  specifically  incorporated by reference in such documents.
Requests for such copies should be directed to Superior Energy Services,
Inc.,  1503 Engineers Road, Attention:   Investor  Relations,  P.O.  Box
6220, New Orleans, Louisiana 70174, telephone (504) 393-7774.




                              PROSPECTUS SUMMARY

      This  summary  is  qualified  in its entirety by the more detailed
information  and  the  consolidated  financial   statements   and  other
information  appearing  elsewhere in this Prospectus or incorporated  by
reference herein.

                              THE COMPANY

      Superior Energy Services,  Inc.  ("Superior"  or  the  "Company"),
through its subsidiaries, provides specialized oil field services in the
Gulf  of Mexico.  The Company's services include plugging and abandoning
oil and gas wells and providing wireline services, the manufacture, sale
and rental  of  specialized  oil  well  equipment and fishing tools, the
development,  manufacture,  sale and rental  of  oil  and  gas  drilling
instrumentation and computerized  rig  data acquisition systems, and the
development, manufacture and sale of oil  spill  containment  booms  and
ancillary equipment.
      
      The  Company's  executive  offices  are  located at 1503 Engineers
Road, Belle Chasse, Louisiana and its telephone  number  at such address
is (504) 393-7774.


The Offering

Common Stock offered                      6,296,251 shares

Nasdaq National Market symbol             SESI

Use of proceeds(1)                        The Company intends to use the
                                          net proceeds of this Offering,
                                          if any, for general  corporate
                                          purposes.     See    "Use   of
                                          Proceeds."

Risk factors                              The   Common   Stock   offered
                                          hereby  involves a high degree
                                          of risk.  See "Risk Factors."
_________________
(1)  There can be no assurance that any of the Class A Warrants or Class
B Warrants will be exercised before they expire and,  as  a result, that
the  Company  will  receive  any proceeds from this Offering.   Even  if
exercised, the Company cannot predict when the Class A Warrants or Class
B Warrants will be exercised and the proceeds received.




                                 RISK FACTORS

      Prospective  investors should  carefully  consider  the  following
factors, in addition  to  other information contained in or incorporated
by reference in this Prospectus,  regarding  an investment in the Common
Stock offered hereby.

      Industry  Volatility.   The  demand  for oil  field  services  has
traditionally  been  cyclical.   Demand for the  Company's  services  is
significantly affected by the number  and age of producing wells and the
drilling and completion of new oil and  gas  wells.   These  factors are
affected  in  turn  by the willingness of oil and gas operators to  make
capital expenditures  for the exploration, development and production of
oil  and natural gas.  The  levels  of  such  capital  expenditures  are
influenced  by  oil and gas prices, the cost of exploring for, producing
and delivering oil  and  gas, the sale and expiration dates of leases in
the United States and overseas,  the  discovery  rate of new oil and gas
reserves, local and international political and economic  conditions and
the ability of oil and gas companies to generate capital.   Although the
production  sector  of  the  oil  and  gas  industry is less immediately
affected  by changing prices, and, therefore,  less  volatile  than  the
exploration  sector,  producers  would likely react to declining oil and
gas prices by reducing expenditures,  which  could  adversely affect the
business  of the Company.  No assurance can be given as  to  the  future
price of oil  and  natural  gas  or  the  level  of oil and gas industry
activity.

         Seasonality.   The  businesses  conducted by  the  Company  are
subject to seasonal fluctuation.  The nature of the offshore oil and gas
industry  in  the Gulf of Mexico is seasonal  and  depends  in  part  on
weather conditions.   Purchases  of  the Company's products and services
are also to a substantial extent, deferrable  in  the  event oil and gas
companies reduce capital expenditures as a result of conditions existing
in the oil and gas industry or general economic downturns.  Fluctuations
in the Company's revenues and costs may have a material  adverse  effect
on  the  Company's  business and operations.  Accordingly, the Company's
operating results may  vary  from  quarter  to  quarter,  depending upon
factors outside of its control.

         Dependence on Oil and Gas Industry; Dependence Upon Significant
Customers.   The  Company's  business  depends  in  large  part  on  the
conditions  of the oil and gas industry, and specifically on the capital
expenditures  of  the  Company's  customers.  Purchases of the Company's
products and services are also, to  a  substantial extent, deferrable in
the event oil and gas companies reduce capital  expenditures as a result
of conditions existing in the oil and gas industry  or  general economic
downturns.   The  Company  derives a significant amount of its  revenues
from a small number of independent and major oil and gas companies.  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 operations.

         Technology Risks.   Sales  of certain of the Company's products
are  based  primarily  on  its proprietary  technology.   The  Company's
success in the sales of these  products  depends to a significant extent
on  the  development  and  implementation  of new  product  designs  and
technologies.    Many  of  the  Company's  competitors   and   potential
competitors have more significant resources than the Company.  While the
Company has patents  on  certain of its technologies and products, there
is no assurance that any patents  secured  by  the  Company  will not be
successfully  challenged  by  others  or  will  protect  them  from  the
development of similar products by others.

         Intense   Competition.    The   Company   competes   in  highly
competitive areas of the oil field business.  The volatility of  oil and
gas  prices  has  led  to  a  consolidation  of  the number of companies
providing  services  similar  to  the Company.  This reduced  number  of
companies  competes  intensely  for available  projects.   Many  of  the
competitors of the Company are larger  and  have  greater  financial and
other resources than the Company.  Although the Company believes that it
competes on the basis of technical expertise and reputation  of service,
there can be no assurance that the  Company will be able to maintain its
competitive position.

         Potential  Liability  and  Insurance.   The  operations of  the
Company  involve  the  use of heavy equipment and exposure  to  inherent
risks,  including  blowouts,   explosions   and   fire,  with  attendant
significant risks of liability for personal injury  and property damage,
pollution  or  other  environmental hazards or loss of production.   The
equipment that the Company sells and rents to customers are also used to
combat oil spills.  Failure  of  this equipment could result in property
damage, personal injury, environmental  pollution  and resulting damage.
Litigation arising from a catastrophic occurrence at  a  location  where
the  Company's  equipment and services are used may in the future result
in large claims.   The  frequency  and severity of such incidents affect
the  Company's  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 thereto, could affect the ability of the  Company to obtain
projects  from  oil  and  gas  operators or insurance and could  have  a
material adverse effect on the Company.   In  addition, no assurance can
be given that the Company will be able to maintain adequate insurance in
the future at rates it considers reasonable.

         Laws and Regulations.  The Company's business  is significantly
affected  by  laws  and  other regulations relating to the oil  and  gas
industry,  by  changes  in such  laws  and  by  changing  administrative
regulations.   The  Company   cannot   predict  how  existing  laws  and
regulations may be interpreted by enforcement agencies or court rulings,
whether additional laws and regulations  will  be adopted, or the effect
such  changes  may  have  on it, its businesses or 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
abandoned.   A  decrease  in  the  level of enforcement of such laws and
regulations in the future would adversely  affect  the  demand  for  the
Company's  services  and  products.  Numerous state and federal laws and
regulations affect the level  of  purchasing activity of oil containment
boom and consequently the Company's business.  There can be no assurance
that a decrease in the level of enforcement  of  laws and regulations in
the  future  would  not  adversely affect the demand for  the  Company's
products.

         Environmental  Regulation.    The  Company  believes  that  its
present  operations substantially comply  with  applicable  federal  and
state  pollution   control   and   environmental   protection  laws  and
regulations  and  that  compliance  with such laws has had  no  material
adverse effect upon its operations to  date.   No assurance can be given
that  environmental laws will not, in the future,  materially  adversely
affect the Company's operations and financial condition.

         Shares  Eligible  for  Future  Sale.   As  of  the date of this
Prospectus, the Company had approximately 18.6 million shares  of Common
Stock   outstanding,  of  which  approximately  6.2  million  have  been
registered   under   the   Securities   Act  and  generally  are  freely
transferable, (other than shares acquired by "affiliates" of the Company
as such term is defined by Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act")).  None of the remaining shares of Common
Stock  issued by the Company were acquired  in  transactions  registered
under the  Securities  Act and, accordingly, such shares may not be sold
except in transactions registered  under  the Securities Act or pursuant
to  an  exemption from registration.  Approximately  520,000  shares  of
Common Stock  are  eligible  for  sale  in reliance upon exemptions from
registration.  The Company is unable to estimate  the  number  of shares
that  will  be  sold since this will depend on the market price for  the
Common Stock, the  personal  circumstances  of  the  sellers  and  other
factors.  Any future sale of substantial amounts of Common Stock in  the
open  market  may  adversely effect the market price of the Common Stock
offered hereby.

         Concentration   of   Common  Stock  Ownership.   The  Company's
directors  and  executive  officers  and  certain  of  their  affiliates
beneficially own approximately,  55.5%  of  the  outstanding  shares  of
Common  Stock.  Accordingly, these shareholders will have the ability to
control the  election of the Company's directors and the outcome of most
other matters submitted to a vote of the Company's shareholders.

         Possible  Volatility of Securities Prices.  The market price of
the Common Stock has in the past been, and may in the future continue to
be,  volatile.   A variety  of  events,  including  quarter  to  quarter
variations in operating  results, news announcements or the introduction
of new products by the Company  or  its  competitors,  as well as market
conditions in the oil and gas industry, or changes in earnings estimates
by securities analysts may cause the market price of the Common Stock to
fluctuate significantly.  In addition, the stock market  in recent years
has  experienced  significant price and volume fluctuations  which  have
particularly affected  the  market  prices  of equity securities of many
companies that service the oil land gas industry  and  which  often have
been  unrelated  to the operating performance of such companies.   These
market fluctuations may adversely affect the price of the Common Stock.

         No Dividends.The  Company's Board of Directors has not paid any
dividends on its Common Stock.   The  Company does not expect to declare
or pay any dividends in the foreseeable future.

         Potential Adverse Effect of Issuance of Preferred Stock Without
Stockholder  Approval.   The  Company's  Certificate   of  Incorporation
authorizes the issuance of 5,000,000 shares of preferred stock, $.01 par
value per share, with such designations, rights and preferences  as  may
be determined from time to time by the Board of Directors.  Accordingly,
the  Board  of  Directors is empowered, without stockholder approval, to
issue preferred stock  with dividend, liquidation, conversion, voting or
other rights which could  adversely  affect  the  voting  power or other
rights of the holders of the Common Stock and, in certain circumstances,
depress the market price of the Common Stock.  In the event of issuance,
the preferred stock could be utilized under certain circumstances  as  a
method  of  discouraging,  delaying or preventing a change in control of
the Company.  There can be no  assurance that the Company will not issue
shares  of  preferred  stock  in  the   future.    See  "Description  of
Securities."

         Key Personnel.  The Company depends to a large  extent  on  the
abilities  and continued participation of the its executive officers and
key employees.   The  loss of the services of any of these persons would
have  a  material  adverse   effect   on   the  Company's  business  and
operations.

Forward-Looking Statements

         This Prospectus contains, or incorporates by reference, certain
forward-looking statements concerning the Company's operations, economic
performance  and  financial  condition,  including  in  particular,  the
integration of the Company's recent and pending  acquisitions  into  the
Company's  existing  operations.  Such statements are subject to various
risks and uncertainties.   Actual  results  could differ materially from
those currently anticipated due to a number of  factors, including those
identified under "Risk Factors" and elsewhere in this Prospectus.


                               USE OF PROCEEDS

      The net proceeds to the Company, if any, from the Offering will be
up  to  $25.4  million.  The Company will use the net  proceeds  of  the
Offering, if any,  for  working  capital  and  other  general  corporate
purposes.  There can be no assurance that any of the Class A or  Class B
Warrants will be exercised before such Warrants expire and, as a result,
that the Company will receive any proceeds from this Offering.  Even  if
exercised,  the  Company  cannot  predict  when  the  Class A or Class B
Warrants will be exercised and the proceeds received.


                          PLAN OF DISTRIBUTION

      The Common Stock offered hereby is being offered  by  the  Company
exclusively  to  the  holders  of  the  Company's  Class  A  and Class B
Warrants.   The Company does not have any agreement with any underwriter
or other party  for the distribution of the Common Stock offered hereby.
The  Common  Stock   is  being  offered  by  the  Company  through  this
Prospectus, and no commissions or other remuneration will be paid to any
person for soliciting  the  exercise of the Class A and Class B Warrants
and the sale of the Common Stock.

      Certain persons who acquire  Common  Stock  upon  exercise  of the
Class  A  and  Class  B Warrants may be deemed to be "issuers" under the
Securities Act of 1933,  as  amended  (the "Securities Act"), because of
their relationship with the Company ("Affiliates")  and,  therefore, may
be required to deliver a copy of this Prospectus, including a Prospectus
Supplement, to any person who purchases shares of Common Stock  acquired
by  such  Affiliate  through  exercise  of  the  Class  A and/or Class B
Warrants  ("Restricted  Shares").   In  addition, any broker  or  dealer
participating in any distribution of the Restricted Shares may be deemed
to be an underwriter within the meaning  of  the  Securities  Act and,
therefore,  may  be  required  to  deliver  a  copy  of this Prospectus,
including  a  Prospectus  Supplement,  to  any person who purchases  any
Restricted Shares from or through such broker or dealer.


                             LEGAL MATTERS

      The legality of the Common Stock offered  hereby  will  be  passed
upon  for  the Company by Jones, Walker, Waechter, Poitevent, Carrere  &
Denegre L.L.P., New Orleans, Louisiana.


                                EXPERTS

      The consolidated  financial  statements  of Superior as of and for
the two years ended December 31, 1995 incorporated  by  reference herein
have  been  audited  by KMPG Peat Marwick L.L.P., independent  certified
public accountants, as  indicated  in their report with respect thereto,
and have been incorporated by reference  herein  in  reliance  upon  the
authority  of  such  firm  as  experts  in accounting and auditing.  The
report  of  KPMG  Peat Marwick L.L.P. covering  Superior's  consolidated
financial statements  refers  to  the adoption in 1995 of the methods of
accounting for the impairment of long-lived  assets  and  for long-lived
assets to be disposed of prescribed by Statement of Financial Accounting
Standards No. 121.

      The  financial statements of Dimensional Oil Field Services,  Inc.
as of and for the year ended December 31, 1995 incorporated by reference
herein have  been  audited  by  KMPG  Peat  Marwick  L.L.P., independent
certified public accountants, as indicated in their report  with respect
thereto, and have been incorporated by reference herein in reliance upon
the authority of such firm as experts in  accounting and auditing.

      Future audited financial statements of the Company and the reports
thereon  of  the  Company's  independent  public  accounts will also  be
incorporated  by  reference  in  this  prospectus in reliance  upon  the
authority of those accountants as experts in giving those reports to the
extent set firm has audited those financial  statements and consented to
the use of their reports thereon.




        No dealer, salesperson
or any other  person  has been
authorized    to    give   any
information  or  to  make  any
representation  other than  is
contained in this  Prospectus,
and,  if  given or made,  such
information  or representation
must  not  be relied  upon  as
having  been   authorized   by
Superior.      Neither     the                6,296,251 Shares
delivery  of  this  Prospectus
nor  any  sale  made hereunder
shall  under any circumstances                Superior Energy
create  any  implication  that                 Services, Inc.
there has  been  no  change in
the affairs of Superior  since
any  of  the dates as to which
information    is    furnished
herein   or   since  the  date
hereof.  This Prospectus  does
not  constitute  an  offer  to                  Common Stock
sell  or  a solicitation of an
offer  to  buy   any   of  the
securities  offered hereby  to
any   person   or    in    any
jurisdiction   in  which  such
offer or solicitation  is  not
authorized  or  in  which  the                 ______________
person  making  the  offer  or
solicitation  is not qualified                   PROSPECTUS
to  do  so,  or to  make  such                 ______________
offer or solicitation  in such
jurisdiction.
     ____________________
                                              January 15, 1997




      TABLE OF CONTENTS
                          Page

Available Information        2
Incorporation of Certain
Documents by Reference       2
Prospectus Summary           3
Risk Factors                 4
Use of Proceeds              6
Plan of Distribution         6
Legal Matters                6
Experts                      6

       ________________


<PAGE>

                                   PART II
                INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

 The following table sets forth the various expenses in
connection with the sale and distribution of the securities
being registered.  All of the amounts shown are estimated
except the Securities and Exchange Commission registration
fee.

      SEC registration fee                                     $    100
      Blue sky fees and expenses                                  5,000
      Legal fees and expenses                                    15,000
      Miscellaneous                                               4,900
                                                              ____________
           Total                                               $ 30,000
                                                              ============
      The Company will bear all of the foregoing fees and expenses.


Item 15.  Indemnification of Directors and Officers.

      Section 145 of the General Corporation Law of Delaware, as amended
("GCL"), authorizes a Delaware corporation to indemnify its officers,
directors, employees and agents under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such
persons because of their holding or having held such positions with the
corporation and to purchase and maintain insurance for such
indemnification.  Article Tenth of the Company's Certificate of
Incorporation, a copy of which is filed as Exhibit 4.1 and incorporated
herein by reference, provides for the indemnification of directors and
officers against expenses and liabilities incurred in connection with
defending actions brought against them for negligence or misconduct in
their official capacities.

      Paragraph 7 of Section 102(b) of the GCL permits a Delaware
corporation, by so providing in its Certificate of Incorporation, to
eliminate or limit the personal liability of a director to the
corporation for damages arising out of certain alleged breaches of the
director's duties to the corporation.  The GCL, however, provides that
no such limitation of liability may affect a director's liability with
respect to any of the following: (i) for breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or
unlawful purchase or redemption of its capital stock, or (iv) for any
transaction from which the director derived an improper personal
benefit.  Article Ninth of the Company's Certificate of Incorporation
eliminates the personal liability of the directors of the Company to the
fullest extent permitted by Paragraph 7 of Section 102(b) of the GCL.

Item 16.  Exhibits.

   3.1 - Composite of the Company's Certificate of Incorporation.*

   3.2 - Composite of the Company's By-laws.*

   3.3 - Stock Certificate (filed as an exhibit to Amendment No. 6 to
         the Company's registration statement on Form SB-2 (Registration
         No. 33-94454) and incorporated herein by reference).

     5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
         Denegre, L.L.P.*

  23.1 - Consent of KPMG Peat Marwick L.L.P. regarding the Company.*

  23.2 - Consent of KMPG Peat Marwick L.L.P. regarding Dimensional Oil
         Field Services, Inc.*

  23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere &
         Denegre, L.L.P. (included in Exhibit 5).*

    24 - Power of Attorney.*

        *Previously filed.


Item 17.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1)   (a)   To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:


                  (i) To include any prospectus required by section
            10(a)(3) of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events
            arising after the effective date of this registration
            statement (or the most recent post-effective amendment
            thereof) which, individually or in the aggregate, represent
            a fundamental change in the information set forth in this
            registration statement;

                  (iii) To include any material information with respect
            to the plan of distribution not previously disclosed in this
            registration statement or any material change to such
            information in this registration statement;

      Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the small business issuer pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.

            (b)   That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

            (c)   To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

      (2)   If the small business issuer will offer the securities to
existing security holders under warrants or rights and the small
business issuer will reoffer to the public any securities not taken by
security holders, with any modifications that suit the particular case,
the small business issuer will supplement the prospectus, after the end
of the subscription period, to include the results of the subscription
offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities that the underwriter will
purchase and the terms of any later reoffering.  If the underwriters
make any public offering of the securities on terms different from those
on the cover page of the prospectus, the small business issuer will file
a post-effective amendment to state the terms of such offering.

      (3)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
provisions described under Item 15 above, or otherwise, the small
business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than
the payment by the small business issuer of expenses incurred or paid by
a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

      (4)   For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the small
business issuer pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement
as of the time it was declared effective.

      (5)   For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.



                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused
this post-effective amendment No. 1 on Form S-3 to the registration
statement on Form SB-2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Belle Chasse, State of
Louisiana, on January 15, 1997.

                                          SUPERIOR ENERGY SERVICES, INC.


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


       Signature                       Title                   Date


  /s/ Terence E. Hall          Chairman of the Board,    January 15,1997 
  ___________________   Chief Executive Officer and President
      Terence E. Hall       (Principal Executive Officer)

           *             Chief Financial Officer         January 15,1997
   ___________________   Principal Financial Officer 
   Robert S. Taylor       and Accounting Officer


           *                       Director              January 15,1997
 ______________________
 Ernest J. Yancey, Jr.


           *                       Director              January 15,1997
 ______________________  
   James E. Rayannack


           *                       Director              January 15, 1997
_______________________    
    Richard J. Lazes


           *                       Director              January 15, 1997
________________________           
    Kenneth C. Boothe


           *                       Director              January 15, 1997
__________________________     
     Bradford Small


           *                       Director              January 15, 1997
__________________________   
   Justin L. Sullivan


By:   /s/ Terence E. Hall
____________________________    
    Attorney-in-fact