SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM 8-K

                       CURRENT REPORT
           Pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934

Date  of  Report  (Date of earliest event reported) February 28, 1997


               SUPERIOR ENERGY SERVICES, INC.
   (Exact name of registrant as specified in its charter)


       Delaware                      0-20310               75-2379388
(State or other jurisdiction (Commission File Number)   (IRS Employer
       of incorporation)                               Identification No.)


        1503 Engineers Road, Belle Chasse, Louisiana  70037
         (Address of principal  executive  offices)   (Zip Code)

                       (504) 393-7774
    (Registrant's telephone number, including area code)


                            N/A
   (Former name or former address, if changed since last report.)


Item 2:  Acquisition or Disposition of Assets

 Pursuant to a Stock Purchase Agreement dated as of February
28,  1997,  by  and  between  Superior Energy Services, Inc.
("Superior") and John C. Gordon,  Superior  acquired  all of
the outstanding common stock of Nautilus Pipe & Tool Rental,
Inc. (the "Company") effective as of February 28, 1997.  The
Company, which  conducts business under the name "Concentric
Pipe  & Tool Rentals," is engaged in the business of renting
specialized  equipment  used in the exploration, development
and production of oil and  gas  and has operating facilities
in Houma and Lafayette, Louisiana.   The purchase price paid
by Superior for all of the outstanding  common  stock of the
Company  was (i) $4.0 million cash, (ii) 420,000  restricted
shares of Superior common stock and (iii) a promissory  note
in  the  principal  amount  of  $2.15  million with payments
thereunder  dependent  upon  the  Company meeting  specified
earnings levels.

 Superior is not aware of any material relationships between
itself,  its  affiliates,  directors  or   officers  or  any
associates of its directors or officers with Mr. Gordon.


Item 7.  Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

 It is impracticable to provide the financial  statements of
the  Company required by this item at the time this  current
report  on  Form  8-K  is  filed.   The  required  financial
statements  will  be  filed as soon as practicable, but  not
later than 60 days after  the  report  on  Form  8-K must be
filed.


(b) Pro Forma Financial Information.

 It  is  impracticable  to  provide  the pro forma financial
information of the Company required by this item at the time
this current report on Form 8-K is filed.   The required pro
forma  financial  information  will  be  filed  as  soon  as
practicable, but not later than 60 days after the  report on
Form 8-K must be filed.


(c)   Exhibits.

 2.1. Stock  Purchase Agreement dated February 28, 1997,  by
      and between Superior Energy Services, Inc. and John C.
      Gordon.   The  following  attachments  are omitted and
      will be provided to the Commission upon  request: Form
      of Employment Agreement, Form of Promissory  Note  and
      Disclosure Schedule.


                            SIGNATURES

 Pursuant  to  the  requirements of  the Securities Exchange
Act of 1934, the Registrant  has  duly caused this report to
be  signed  on its behalf by the undersigned  hereunto  duly
authorized.

                              SUPERIOR ENERGY SERVICES, INC.



                              By:  /s/ Robert S. Taylor
                                  _____________________________
                                       Robert S. Taylor
                                      Chief Financial Officer
                                    and duly authorized officer

Dated: March 14, 1997



                     STOCK PURCHASE AGREEMENT

                             Between

                  SUPERIOR ENERGY SERVICES, INC.

                               and

                          JOHN C. GORDON

                  Dated as of February 28, 1997



                        TABLE OF CONTENTS


ARTICLE 1   SALE AND PURCHASE OF SHARES; CLOSING................... 1
     Section 1.1 Sale of Shares.................................... 1
     Section 1.2 Purchase Price.................................... 1
     Section 1.3 Closing........................................... 2
     Section 1.4 Deliveries at Closing............................. 2

ARTICLE 2   REPRESENTATIONS AND WARRANTIES OF SELLER............... 2
     Section 2.1 Ownership......................................... 2
     Section 2.2 Authority; Enforceability......................... 2
     Section 2.3 Organization; Qualification; Subsidiaries......... 3
     Section 2.4 Capital Stock..................................... 3
     Section 2.5 No Conflict....................................... 3
     Section 2.6 Consent........................................... 4
     Section 2.7 Legal Proceedings................................. 4
     Section 2.8 Investment Representation......................... 4
     Section 2.9 Charter and By-laws............................... 5
     Section 2.10 Annual Financial Statements...................... 5
     Section 2.11 Accounts Receivable.............................. 6
     Section 2.12 Absence of Certain Changes....................... 6
     Section 2.13 Suppliers and Customers.......................... 8
     Section 2.14 Properties....................................... 8
     Section 2.15 Permits; Compliance with Laws.................... 8
     Section 2.16 Material Contracts............................... 8
     Section 2.17 Litigation....................................... 9
     Section 2.18 Environmental Matters............................ 9
     Section 2.19 ERISA and Related Matters........................ 9
     Section 2.20 Taxes............................................ 11
     Section 2.21 Transactions with Certain Persons................ 14
     Section 2.22 Intellectual Property............................ 14
     Section 2.23 Insurance........................................ 14
     Section 2.24 Safety and Health................................ 15
     Section 2.25 Bank Accounts; Powers of Attorney................ 15
     Section 2.26 Compensation Agreements.......................... 15
     Section 2.27 Director and Officer Indemnification............. 15
     Section 2.28 Documents and Written Materials.................. 15
     Section   2.29  Effectiveness  of  Representations  and
          Warranties............................................... 15


ARTICLE 3   REPRESENTATIONS AND WARRANTIES OF SESI................. 16
     Section 3.1 Organization...................................... 16
     Section 3.2 Capitalization.................................... 16
     Section 3.3 Authority; Enforceability......................... 16
     Section 3.4 Consents and Approvals; Conflicts................. 16
     Section 3.5 SESI Common Stock................................. 16
     Section 3.6 SESI Disclosure................................... 17
     Section  3.7   Effectiveness   of  Representations  and
          Warranties........................................... ... 17

ARTICLE 4   PRE-CLOSING COVENANTS.................................. 17
     Section 4.1 Legal Requirements................................ 17
     Section 4.2 Access to Properties and Records.................. 17
     Section 4.3 Conduct of Business............................... 17
     Section 4.4 Public Statements................................. 18
     Section 4.5 No Solicitation................................... 18
     Section 4.6 Update Information................................ 18

ARTICLE 5   CLOSING CONDITIONS..................................... 18
     Section 5.1 Conditions Applicable to all Parties.............. 18
     Section 5.2 Conditions to Obligations of SESI................. 19
     Section 5.3 Conditions to Obligations of Seller............... 19

ARTICLE 6   POST CLOSING COVENANTS................................. 20
     Section 6.1 Section 338 Elections............................. 20
     Section 6.2 Registration Rights............................... 20
     Section 6.3 Stock Incentive Plan.............................. 22
     Section 6.4 Replacement of Note............................... 22

ARTICLE 7  TERMINATION AND AMENDMENT............................... 23
     Section 7.1 Termination....................................... 23
     Section 7.2 Effect of Termination............................. 23
     Section 7.3 Amendment......................................... 23
     Section 7.4 Extension; Waiver................................. 23

ARTICLE 8   INDEMNIFICATION; REMEDIES.............................. 24
     Section 8.1 Indemnification by Seller......................... 24
     Section 8.2 Indemnification by SESI........................... 24
     Section 8.3 Notice and Defense of Third Party Claims.......... 24

ARTICLE 9   DEFINED TERMS.......................................... 25
     Section 9.1 Definitions....................................... 25

ARTICLE 10   MISCELLANEOUS......................................... 28
     Section 10.1 Confidentiality.................................. 28
     Section  10.2  Survival of Representations,  Warranties
          and Agreements........................................... 28
     Section 10.3 Notices.......................................... 28
     Section 10.4 Headings; Gender................................. 29
     Section  10.5  Entire   Agreement;   No   Third   Party
          Beneficiaries............................................ 29
     Section 10.6 Governing Law.................................... 29
     Section 10.7 Assignment....................................... 29
     Section 10.8 Severability..................................... 29
     Section 10.9 Counterparts..................................... 30

Exhibits

A   - Form of Employment Agreement
B   - Form of Promissory Note
C   - Form of Disclosure Schedule



                     STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE AGREEMENT, dated as of February 28,
1997   (this   "Agreement"),   is  between  Superior  Energy
Services, Inc., a Delaware corporation  ("SESI" or "Buyer"),
and John C. Gordon ("Seller").

                       W I T N E S S E T H:

     WHEREAS, Seller is the owner of all  of  the issued and
outstanding  shares  of  common  stock,  no  par  value,  of
Nautilus  Pipe  & Tool Rental, Inc., a Louisiana corporation
("Nautilus"); and

     WHEREAS, Seller  is  the owner of all of the issued and
outstanding  shares  of  common  stock,  no  par  value,  of
Superior  Bearing  &  Machine   Works,   Inc.,  a  Louisiana
corporation ("Superior Bearing");

     WHEREAS,  Seller  desires to sell to Buyer,  and  Buyer
desires to buy from Seller,  all  of  the  shares  of common
stock  of  Nautilus  and Superior Bearing that are owned  by
Seller for the purchase  price  and subject to the terms and
conditions set forth in this Agreement; and

     WHEREAS, in addition to the  other  defined  terms used
herein, as used in this Agreement, certain terms are defined
in Article 9;

     NOW,   THEREFORE,   in   consideration  of  the  mutual
promises, covenants and agreements  set  forth herein and in
reliance upon the undertakings, representations,  warranties
and indemnities contained herein, Seller and Buyer  agree as
follows:


                            ARTICLE 1
               SALE AND PURCHASE OF SHARES; CLOSING

     Section  1.1 Sale of Shares.  Subject to the  terms
and conditions  herein  stated, at the Closing Seller agrees
to  sell  with full title guarantee,  transfer,  assign  and
deliver to  Buyer, and Buyer agrees to purchase from Seller,
the Shares, free and clear of all Liens.

     Section  1.2  Purchase  Price.  In consideration of
its  purchase  of  the Nautilus Common  Stock  and  Superior
Bearing Common Stock,  Buyer shall pay to Seller (a) the sum
of $4,000,000 by wire transfer  to  an  account specified by
Seller to Buyer, (b) 420,000 shares of SESI Common Stock and
(c) the Note in the form attached hereto as Exhibit "B".

     Section  1.3 Closing.  Subject to  satisfaction  or
waiver of the conditions  specified in Article 5 hereof, the
Closing shall take place on  or before  February 28, 1997 at
such place and time as Buyer and Seller may agree.

     Section 1.4 Deliveries  at Closing.  At the Closing
(a) Buyer shall pay or deliver to  Seller  the cash payment,
one or more certificates representing the 420,000  shares of
SESI  Common  Stock, and the Note specified in Section  1.2,
(b) Seller shall  deliver to Buyer certificates representing
the Shares duly endorsed  to  SESI,  which shall transfer to
SESI good title to the Shares free and  clear of any adverse
claim and (c) Seller and Buyer shall each (i) provide to the
other such certificates, agreements and instruments  as  are
required  to  be  delivered under Article 5, (ii) provide to
the other proof or  indication of the satisfaction or waiver
of the conditions set  forth  in  Article  5, and (iii) take
such   other  action  as  is  required  to  consummate   the
transactions contemplated by this Agreement.


                            ARTICLE 2
             REPRESENTATIONS AND WARRANTIES OF SELLER

     Each  of  the  representations and warranties set forth
herein shall be separate  and  independent,  and,  except as
expressly provided herein, shall not be limited by reference
to any other representation or warranty or anything  else in
this  Agreement.   Except  as  set  forth  in the Disclosure
Schedule  that  is attached hereto and that is  numbered  to
correspond to the  applicable  representation  or  warranty,
Seller represents and warrants to Buyer as follows:

     Section  2.1  Ownership.   Seller  is,  and  at the
Closing  Date  will be, the sole record and beneficial owner
of the number of shares of the Shares, which are represented
by the certificates  bearing the numbers, shown opposite his
name in the Disclosure  Schedule.   Seller  has  and  at the
Closing  Date  will  have  good  and marketable title to the
Shares  and  the  absolute right to deliver  the  Shares  in
accordance with the  terms of this Agreement, free and clear
of  all  Liens.  The transfer  of  the  Shares  to  SESI  in
accordance  with  the  terms of this Agreement will transfer
good and marketable title  to  the  Shares  to SESI free and
clear of all Liens, restrictions, and claims of every kind.

     Section 2.2 Authority; Enforceability.   Seller has
full  legal  right,  power and authority to execute, deliver
and   perform  this  Agreement   and   to   consummate   the
transactions  contemplated  hereby.  This Agreement has been
duly executed and delivered by  Seller  and constitutes, and
each other agreement, instrument or documents executed or to
be  executed by Seller in connection with  the  transactions
contemplated hereby has been, or when executed will be, duly
executed  and  delivered  by Seller and constitutes, or when
executed and delivered will  constitute, a valid and legally
binding obligation of Seller,  enforceable against Seller in
accordance with their respective  terms,  except  that  such
enforceability  may  be  limited  by  applicable bankruptcy,
insolvency,  reorganization,  moratorium  and  similar  laws
affecting   creditors'   rights  generally   and   equitable
principles  which  may limit  the  availability  of  certain
equitable remedies in certain instances.


     Section    2.3     Organization;     Qualification;
Subsidiaries.   Each of Nautilus and Superior Bearing  is  a
corporation duly  organized,  validly  existing  and in good
standing  under  the laws of the State of Louisiana,  having
all requisite corporate  power  and  authority  to  own  its
property  and  to  carry  on its business as it is now being
conducted.   No actions or proceedings  to  dissolve  either
Nautilus or Superior  Bearing are pending.  Each of Nautilus
and Superior Bearing  is  duly  qualified  or licensed to do
business  and  is  in good standing in each jurisdiction  in
which the property owned,  leased  or  operated by it or the
conduct  of  its  business  requires  such qualification  or
licensing.  Neither Nautilus nor Superior  Bearing  has  any
subsidiaries  or  owns  any  equity  interests  in any other
Person.

     Section 2.4 Capital Stock.

          (1)  The  authorized  capital  stock  of  Nautilus
consists  exclusively  of  1,000 shares of common stock,  of
which 100 shares are issued.  All of such issued shares, the
Nautilus Common Stock, have  been  validly  issued  and  are
fully paid.  There are no existing options, warrants, calls,
commitments  or  other  agreements or rights with respect to
the capital stock of Nautilus,  and there are no convertible
or  exchangeable securities of Nautilus  outstanding  which,
upon  conversion  or exchange, would require the issuance of
any shares of capital stock or other securities of Nautilus.

          (2)  The  authorized  capital  stock  of  Superior
Bearing  consists  exclusively  of  10,000  shares of common
stock, of which 100 shares are issued.  All of  such  issued
shares, the Superior Bearing Common Stock, have been validly
issued  and  are  fully paid. There are no existing options,
warrants, calls, commitments  or  other agreements or rights
with respect to the capital stock of  Superior  Bearing, and
there  are  no  convertible  or  exchangeable securities  of
Superior  Bearing  outstanding  which,  upon  conversion  or
exchange,  would  require  the issuance  of  any  shares  of
capital stock or other securities of Superior Bearing.

     Section 2.5 No Conflict.  Neither the execution and the
delivery of this Agreement by  Seller,  nor the consummation
of  the  transactions  contemplated hereby do  or  will  (a)
violate,  conflict with,  or  result  in  a  breach  of  any
provisions  of, (b) constitute a default (or an event which,
with notice or  lapse  of  time  or both, would constitute a
default)  under,  (c)  result  in  the   termination  of  or
accelerate the performance required by, (d)  result  in  the
creation  of  any  Lien, upon the Nautilus Common Stock, the
Superior  Bearing  Common  Stock  or  any  of  Nautilus'  or
Superior Bearing's properties  or  assets  under  any of the
terms,  conditions  or  provisions  of Nautilus' or Superior
Bearing's Articles of Incorporation or  By-laws or any note,
bond,  mortgage, indenture, deed of trust,  lease,  license,
loan agreement  or  other  instrument or obligation to or by
which  Nautilus  or  Superior  Bearing   or   any  of  their
respective  assets are bound, or (e) violate any  Applicable
Law binding upon  Seller  or Nautilus or Superior Bearing or
any of their respective assets.

     Section 2.6 Consent.   No  consent,  approval, order or
authorization  of,  or  declaration, filing or  registration
with, any Governmental Entity or other Person is required to
be obtained or made by Seller,  Nautilus or Superior Bearing
in connection with the execution, delivery or performance by
Seller of this Agreement or the consummation  by  it  of the
transactions contemplated hereby.

     Section   2.7   Legal   Proceedings.    There   are  no
Proceedings   pending   or,  to  the  knowledge  of  Seller,
threatened seeking to restrain,  prohibit  or obtain damages
or  other relief in connection with the execution,  delivery
or  performance   of  this  Agreement  or  the  transactions
contemplated hereby.

     Section 2.8 Investment Representation.

          (1)  Seller  is  acquiring  SESI  Common Stock for
investment for his own account and not with a  view  to,  or
for  sale  or  other  disposition  in  connection  with, any
distribution  of  all  or any part thereof except (i) in  an
offering covered by a registration  statement filed with the
Securities and Exchange Commission under  the Securities Act
covering  SESI  Common  Stock  acquired  by Seller  or  (ii)
pursuant  to  an applicable exemption under  the  Securities
Act.  In receiving SESI Common Stock, Seller is not offering
or selling, and  will  not  offer  and  sale,  for  SESI  in
connection  with any distribution of such SESI Common Stock,
and  Seller  does   not   have  any  contract,  undertaking,
agreement   or  arrangement  with   any   person   for   the
distribution  of  SESI Common Stock and will not participate
in  any undertaking  or  in  any  underwriting  of  such  an
undertaking except in compliance with Applicable Law.

          (2)  Seller  has  such knowledge and experience in
financial  and  business  matters  that  he  is  capable  of
evaluating the merits and risks  of  an  investment  in SESI
Common Stock.

          (3)  Seller   has   received  from  SESI  and  has
reviewed with his representatives  a  copy  of  each of SESI
Disclosure Documents.  Seller has also been afforded  access
to  information  about  SESI  and SESI's financial position,
results  of  operation, business,  property  and  management
sufficient to enable him or her to evaluate an investment in
SESI Common Stock,  and  has  had  the  opportunity  to  ask
questions of and has received satisfactory answers from SESI
concerning the foregoing matters.

          (4)  Seller  understands  that  the shares of SESI
Common  Stock  acquired  pursuant  hereto  have   not   been
registered  under  the  Securities Act on the basis that the
sale provided for in this  Agreement  and  the  issuance  of
SESI's  Common  Stock  hereunder is exempt from registration
under the Securities Act,  and  that SESI's reliance on such
exemption is based, in part, upon  Seller's  representations
set forth herein.

          (5)  Seller  understands that the shares  of  SESI
Common Stock will not be  registered  under  the  Securities
Act,  that  such  shares will be "restricted securities"  as
that  term  is  defined  in  Rule  144  promulgated  by  the
Securities and Exchange Commission under the Securities Act,
and that Seller cannot  transfer such shares unless they are
subsequently registered under  the  Securities Act and under
any applicable state securities law or  are transferred in a
transfer  that,  in the opinion of counsel  satisfactory  to
SESI,  is exempt from  such  registration.   Seller  further
understands  that  SESI will, as a condition to the transfer
of any such shares, require that the request for transfer be
accompanied by an opinion  of counsel, in form and substance
satisfactory  to  SESI,  to the  effect  that  the  proposed
transfer does not result in  a  violation  of the Securities
Act  or  any  applicable state securities law,  unless  such
transfer is covered  by an effective registration statement.
Seller understands that such shares of SESI Common Stock may
not  be sold publicly in  reliance  on  the  exemption  from
registration  under  the Securities Act afforded by Rule 144
unless and until the minimum  holding  period (currently two
years)  and  other  requirements  of  Rule  144   have  been
satisfied.

          (6)  Seller   understands   and  agrees  that  all
certificates  evidencing  the  shares of SESI  Common  Stock
issued   hereunder   will   bear  restrictive   legends   in
substantially the following form:

               The securities  represented by
               this certificate have not been
               registered      under      the
               Securities  Act  of  1933,  as
               amended  (the "Act"),  or  any
               applicable  state law, and may
               not  be  transferred   without
               registration under the Act and
               any   such  state  law  or  an
               opinion       of       counsel
               satisfactory       to      the
               corporation  that registration
               is not required.

     Section  2.9  Charter and  By-laws.   Seller  has  made
available to SESI accurate  and  complete  copies of (a) the
Articles  of Incorporation and By-laws of each  of  Nautilus
and Superior  Bearing,  (b)  the  stock  records  of each of
Nautilus  and  Superior  Bearing and (c) the minutes of  all
meetings of the Boards of  Directors of each of Nautilus and
Superior Bearing, any committees  of  such  boards  and  the
shareholders  of  each of Nautilus and Superior Bearing (and
all  consents in lieu  of  such  meetings).   Such  records,
minutes  and consents accurately reflect the stock ownership
of each of  Nautilus  and  Superior  Bearing and all actions
taken   by   the   Boards   of  Directors,  committees   and
shareholders.  Neither Nautilus  nor  Superior Bearing is in
violation of any provision of its Articles  of Incorporation
or By-laws.

     Section   2.10   Annual   Financial  Statements.    The
Disclosure Schedule contains true and complete copies of the
Annual   Financial   Statements.    The   Annual   Financial
Statements have been prepared from the  respective books and
records of Nautilus and Superior Bearing  and  are complete,
correct  and  in  accordance  with the books of account  and
records of Nautilus and Superior  Bearing.  Neither Nautilus
nor  Superior  Bearing  has  since  the  date of the  Annual
Financial  Statements incurred any liability  or  obligation
(whether  accrued,  absolute,  contingent,  unliquidated  or
otherwise),  except  (i) liabilities reflected in the Annual
Financial Statements,  (ii)  current  liabilities which have
arisen since the date of the Annual Financial  Statements in
the ordinary course of business (none of which is a material
liability for breach of contract, tort or infringement)  and
(iii)  liabilities arising under executory contracts entered
into in  the ordinary course of business (none of which is a
material liability for breach of contract).

     Section  2.11 Accounts Receivable.  All of the accounts
receivable reflected  on  the Annual Financial Statements or
created  thereafter  have  arisen   only   from   bona  fide
transactions  in  the ordinary course of business, represent
valid  obligations  owing   respectively   to  Nautilus  and
Superior  Bearing  and have been accrued in accordance  with
generally accepted accounting principles.  All such accounts
receivable either have  been  collected  in  full or will be
collectible in full within 120 days of when due, without any
counterclaims,   setoffs   or  other  defenses  and  without
provision for any allowance  for  uncollectible  accounts in
excess  of  any reserve provided for in the Annual Financial
Statements.

     Section   2.12   Absence  of  Certain  Changes.   Since
December 31, 1996 there  has  been  no event or condition of
any character that has had, or can reasonably be expected to
have, a material adverse effect on the  financial condition,
results of operations, cash flow, business  or  prospects of
either  Nautilus or Superior Bearing.  Neither Nautilus  nor
Superior Bearing has since December 31, 1996:

          (1)  made  any  material  change in the conduct of
its  business  and  operations  or  failed  to  operate  its
business so as to preserve its business  organization intact
and  to  preserve the good will of its customers,  suppliers
and others with whom it has significant business relations;

          (2)  entered into any agreement or transaction not
in the ordinary course of business;

          (3)  incurred   any   obligation   or   liability,
absolute or contingent, except trade or business obligations
incurred  in  the  ordinary  course  of  business  or sales,
income,  franchise, or ad valorem taxes accruing or becoming
payable in the ordinary course of business;

          (4)  declared   or  paid  any  dividend  or  other
distribution with respect to  any  of  its  capital stock or
purchased any of its capital stock;

          (5)  acquired  or disposed of any assets  material
to its business or operations;

          (6)  subjected any of its assets to any Lien;

          (7)  increased the rate of compensation (including
bonuses, contingent severance  payments,  retirement, profit
sharing, benefit or similar payments) payable  or  to become
payable to any of its officers or directors;

          (8)  adopted   any   employee   welfare,  pension,
retirement,  profit  sharing  or similar plan  or  made  any
material addition to or modification of existing plans;

          (9)  experienced  any   labor   trouble   or   any
controversy or unsettled grievance involving any personnel;

          (10) terminated   or   received   notice   of  the
termination of any contract, commitment or transaction  that
is material to it, or waived any right of material value  to
it;

          (11) made  any  material  change in any accounting
principle, procedure or practice followed by it;

          (12) issued  any stock or merged  or  consolidated
with any other business or agreed to do so;

          (13) made any  capital expenditure or entered into
any Lease;

          (14) borrowed any  money  or guaranteed or assumed
any indebtedness of others;

          (15) suffered  any  extraordinary  losses  or  any
material damage, destruction or casualty with respect to its
assets,  or experienced any events,  conditions,  losses  or
casualties  which have resulted in or might result in claims
under its insurance  policies  of  an aggregate of $5,000 or
more;

          (16) loaned any money to any Person;

          (17) defaulted  under  any note,  loan,  mortgage,
guarantee  or  other  instrument  of  indebtedness   or  any
Material Contract;

          (18) received any notification, warning or inquiry
from  or  given any notification to or had any communication
with any Governmental  Entity,  with respect to any proposed
remedial  action or any violation  or  alleged  or  possible
violation of  any law, rule, regulation or order relating to
or affecting its business, nor are any facts known to either
Nautilus or Superior Bearing that may reasonably be expected
to give rise to any such notification, warning or inquiry;

          (19) transferred  any asset, right or interest to,
or entered into any transaction  with  Seller  or any of his
Affiliates;

          (20) amended its Articles of Incorporation  or By-
laws;

          (21) received notice or had knowledge or reason to
believe that any substantial customer of either Nautilus  or
Superior  Bearing has terminated or intends to terminate its
relationship with Nautilus or Superior Bearing;

          (22) waived  any  right  in  connection  with  any
aspect  of its business that could have a material effect on
the business of either Nautilus or Superior Bearing; or

          (23) made any agreement or commitment to do any of
the foregoing.

     Section   2.13   Suppliers   and  Customers.   To  the
knowledge  of Seller, (a) no supplier  providing  oil  field
pipe, equipment  or  tools  to  either  Nautilus or Superior
Bearing  intends  to  cease  selling  such oil  field  pipe,
equipment  or tools to Nautilus or Superior  Bearing  or  to
limit or reduce  such  sales to Nautilus or Superior Bearing
or materially alter the  terms  or  conditions of such sales
and (b) no customer of either Nautilus  or  Superior Bearing
intends to terminate, limit or reduce its or  their business
relations with Nautilus or Superior Bearing.

     Section 2.14 Properties.

          (1)  Neither  Nautilus nor Superior Bearing  owns,
or has ever owned, any real property other than as described
in the Disclosure Schedule.   Either  Nautilus  or  Superior
Bearing has good title to all material properties and assets
reflected in the Disclosure Schedule, free and clear  of any
Liens.

          (2)  The Disclosure Schedule sets forth a complete
and  correct list of all Leases, all of which are valid  and
enforceable  and  in  full  force  and effect.  Complete and
correct  copies of each Lease have been  made  available  to
SESI.  Each  of  Nautilus  and  Superior  Bearing is in full
compliance  with  and has not received a notice  of  default
under any Lease and neither Nautilus nor Superior Bearing is
involved in any dispute under any Lease, the effect of which
would have a material adverse effect on the business, assets
or  financial  condition  of  either  Nautilus  or  Superior
Bearing.

          (3)  Except   as   described   in  the  Disclosure
Schedule,  there  are  no  developments  affecting   any  of
Nautilus'  or  Superior Bearing's owned or leased properties
or  assets pending  or  threatened  which  could  materially
detract   from   the  value  of  such  property  or  assets,
materially interfere with any present or intended use of any
such property or assets  or  materially adversely affect the
marketability of such properties or assets.

     Section 2.15 Permits; Compliance  with  Laws.   Each of
Nautilus and Superior Bearing (a) has all necessary permits,
licenses  and  governmental authorizations required for  the
lease, ownership,  occupancy  or operation of its properties
and assets and the carrying on  of its business, and (b) has
conducted its business in substantial compliance with and is
in   substantial  compliance  with  all   applicable   laws,
regulations,   orders,  permits,  judgments,  ordinances  or
decrees of any Governmental Entity.

     Section  2.16   Material   Contracts.   The  Disclosure
Schedule  lists  and describes all  Material  Contracts.   A
complete and correct copy of each Material Contract has been
furnished  to or made  available  to  SESI.   Each  Material
Contract is  valid,  binding  and enforceable, except to the
extent  that  enforcement  may  be  limited  by  bankruptcy,
reorganization, insolvency and other  similar laws and court
decisions  relating  to  or  affecting  the  enforcement  of
creditors'  rights  generally  and by equitable  principles.
Each of Nautilus and Superior Bearing  and  each other party
to each Material Contract are in compliance in  all material
respects with the provisions of such Material Contract.

     Section  2.17  Litigation.   There  are  no Proceedings
pending  or  threatened against either Nautilus or  Superior
Bearing and, to  the knowledge of Seller, there have been no
events and there are  no  facts  or circumstances that could
result in any Proceedings.

     Section 2.18 Environmental Matters.   Neither  Nautilus
nor  Superior Bearing is in violation of any Applicable  Law
relating   to  the  environment  and  neither  Nautilus  nor
Superior  Bearing  is  a  party  to  any  proposed  removal,
response or  remedial  action. Neither Nautilus nor Superior
Bearing  has  received  any   notice  with  respect  to  the
business,  the leased or owned properties,  or  the  use  by
third parties  of  the assets of either Nautilus or Superior
Bearing that (i) any  investigation,  administrative  order,
consent  order  and  agreement,  removal or remedial action,
litigation or settlement with respect  to  any environmental
permit,   law   or   regulation   is  proposed,  threatened,
anticipated  or  in  existence,  (ii)  any  release  of  any
hazardous  substances,  pollutant  or contaminant  into  the
environment  by  either  Nautilus  or Superior  Bearing  has
occurred or (iii) any exposure of any  person or property to
any  hazardous  substance,  pollutant  or  contaminant   has
occurred.  The properties currently and previously leased or
owned  by  either  Nautilus  or Superior Bearing are not and
have  never  been  on  or  associated   with  any  "national
priorities" list or any equivalent state list or any federal
or  state "superlien" list.  Each of Nautilus  and  Superior
Bearing has made available to SESI all internal and external
environmental  audits  and studies relating to the leased or
owned properties of either  Nautilus or Superior Bearing and
all  correspondence  on  substantial  environmental  matters
relating  to  the  leased  or  owned  properties  of  either
Nautilus or Superior Bearing  in  the  possession  of either
Nautilus or Superior Bearing.

     Section 2.19 ERISA and Related Matters.

          (1)  The  Disclosure  Schedule lists each Employee
Plan that each of Nautilus and Superior  Bearing  maintains,
administers, contributes to, or has any contingent liability
with  respect  thereto.   Seller  has  provided  a  true and
complete  copy  of  each  such  Plan,  current  summary plan
description,  (and,  if applicable, related trust documents)
and  all  amendments  thereto  and  written  interpretations
thereof together with (i) all  annual  reports, if any, that
have  been  prepared in connection with each  such  Employee
Plan; (ii)  all  material  communications  received  from or
sent  to  the Internal Revenue Service or the Department  of
Labor  within  the  last  two  years  (including  a  written
description  of any oral communications); and (iii) the most
recent Internal  Revenue  Services determination letter with
respect  to  each  Employee  Plan   and   the   most  recent
application for a determination letter.

          (2)  The   Disclosure  Schedule  identifies   each
Benefit  Arrangement that  each  of  Nautilus  and  Superior
Bearing maintains,  or  administers.  Except as set forth in
the  Disclosure Schedule,  each  of  Nautilus  and  Superior
Bearing  has made all contributions to and has no contingent
liability  with  respect to any of its Benefit Arrangements.
Seller has furnished  to SESI copies or descriptions of each
Benefit  Arrangement.  To  the  knowledge  of  Seller,  each
Benefit  Arrangement  has  been  maintained  in  substantial
compliance  with  its  terms   and   with  the  requirements
prescribed  by  any  and  all  statutes, orders,  rules  and
regulations   which   are   applicable   to   such   Benefit
Arrangement.

          (3)  Benefits under  any  Employee Plan or Benefit
Arrangement are as represented in said  documents  and  have
not  been  increased  or  modified  (whether  written or not
written) subsequent to the dates of such documents.  Neither
Nautilus  nor  Superior  Bearing  has  communicated  to  any
employee  or  former employee any intention or commitment to
modify  any Employee  Plan  or  Benefit  Arrangement  or  to
establish or implement any other employee or retiree benefit
or compensation arrangement.

          (4)  Each  Employee  Plan  which is intended to be
qualified under Section 401(a) of the  Code  is so qualified
and  has  been  so  qualified  during  the  period from  its
adoption to date, and, to the knowledge of Seller,  no event
has occurred since such adoption that would adversely affect
such qualification and each trust created in connection with
each  such  Employee  Plan  forming a part thereof is exempt
from tax pursuant to Section  501(a)  of  the  Code.  To the
knowledge  of Seller, each Employee Plan has been maintained
and administered  in  compliance with its terms and with the
requirements prescribed  by any and all applicable statutes,
orders, rules and regulations,  including but not limited to
ERISA and the Code.

          (5)  To the  knowledge of Seller, full payment has
been made of all amounts which either  Nautilus  or Superior
Bearing   is   or   has   been  required  to  have  paid  as
contributions to any Employee  Plan  or  Benefit Arrangement
under applicable law or under the terms of  any such plan or
any arrangement.

          (6)  To the knowledge of Seller, neither  Nautilus
nor  Superior  Bearing  nor  any  of   their   shareholders,
directors,   officers  or  employers  has  engaged  in   any
transaction with  respect  to  an  Employee  Plan that could
subject  either  Nautilus  or  Superior  Bearing to  a  tax,
penalty  or  liability  for  a  prohibited  transaction,  as
defined in Section 406 of ERISA or Section 4975 of the Code.

          (7)  To the knowledge of Seller, neither  Nautilus
nor  Superior Bearing has any current or projected liability
in respect  of  post-retirement  or  post-employment welfare
benefits  for  retired,  current  or former  employees.   No
health,  medical,  death  or  survivor  benefits  have  been
provided under any Benefit Arrangement  to any person who is
not  an  employee or former employee of either  Nautilus  or
Superior Bearing or a dependent thereof.

          (8)  There  is  no  litigation,  administrative or
arbitration   proceeding   or   other  dispute  pending   or
threatened  that  involves  any  Employee  Plan  or  Benefit
Arrangement which could reasonably  be expected to result in
a  liability  to  either Nautilus or Superior  Bearing,  any
employees  or  directors  of  either  Nautilus  or  Superior
Bearing, or any  fiduciary  (as  defined  in  ERISA  Section
3(21)) of such Employee Plan or Benefit Arrangement.

          (9)  No  employee  or  former  employee  of either
Nautilus  or  Superior  Bearing will become entitled to  any
bonus,  retirement,  severance,   job  security  or  similar
benefit  or  enhanced  benefit  (including  acceleration  of
compensation, an award, vesting or  exercise of an incentive
award) or any fee or payment of any kind  solely as a result
of any of the transactions contemplated hereby.

          (10) Neither Nautilus nor Superior  Bearing  is  a
party  to  any agreement, contract, arrangement or plan that
has  resulted   or   would  result,  separately  or  in  the
aggregate, in the payment of any "excess parachute payments"
within the meaning of  Section  280G  of  the  Code (i.e., a
golden parachute).

     Section 2.20 Taxes.

          (1)  Superior  Bearing  and  Seller have  made  an
election  under Code Section 1362 to have  Superior  Bearing
treated as  an  S  Corporation  for  federal  tax  purposes.
Superior Bearing has continuously satisfied the requirements
necessary to be taxed as an S Corporation since the  date of
the  election  described in the preceding sentence.  Neither
Superior Bearing nor Seller has taken, or will take prior to
the Effective Time,  any action that will terminate Superior
Bearing's treatment as an S Corporation.

          (2)  All Returns  required  to  be  filed by or on
behalf of either Nautilus or Superior Bearing have been duly
filed  on  a  timely  basis and such Returns (including  all
attached statements and  schedules)  are  true, complete and
correct.  All Taxes shown to be payable on the Returns or on
subsequent assessments with respect thereto  have  been paid
in full on a timely basis, and no other Taxes are payable by
either Nautilus or Superior Bearing with respect to items or
periods covered by such Returns (whether or not shown  on or
reportable  on  such  Returns) or with respect to any period
prior to the Closing Date.

          (3)  Each of  Nautilus  and  Superior  Bearing has
withheld  and  paid  over  all  Taxes required to have  been
withheld and paid over (including  any estimated taxes), and
has  complied  with  all  information reporting  and  backup
withholding requirements, including  maintenance of required
records  with  respect thereto, in connection  with  amounts
paid  or  owing  to   any  employee,  creditor,  independent
contractor, or other third party.

          (4)  There are  no  Liens  on any of the assets of
either Nautilus or Superior Bearing with  respect  to Taxes,
other  than  Liens for Taxes not yet due and payable or  for
Taxes  that  are  being  contested  in  good  faith  through
appropriate proceedings  and  for which appropriate reserves
have been established.

          (5)  Seller has furnished  or  made  available  to
SESI true and complete copies of:  (i) all federal and state
income  and  franchise  tax  returns of each of Nautilus and
Superior  Bearing  for all periods  beginning  on  or  after
January 1, 1994, and (ii) all tax audit reports, work papers
statements  of deficiencies,  closing  or  other  agreements
received  by either  Nautilus  or  Superior  Bearing  or  on
Nautilus' or Superior Bearing's behalf relating to Taxes.

          (6)  Except   as   disclosed   on  the  Disclosure
Schedule  or in documents provided to or made  available  to
SESI:

               (1)  The  Returns  of  Nautilus  and Superior
Bearing have never been audited by a governmental  or taxing
authority,  nor  is  any  such audit in process, pending  or
threatened (formally or informally).

               (2)  No  deficiencies   exist  or  have  been
asserted (either formally or informally)  or are expected to
be  asserted  with  respect to Taxes of either  Nautilus  or
Superior Bearing, and there is no basis for the assertion of
any  deficiency of Taxes  of  either  Nautilus  or  Superior
Bearing.  No notice (either formally or informally) has been
received  by either Nautilus or Superior Bearing that it has
not filed a  Return  or  paid  Taxes required to be filed or
paid by it.

               (3)  Neither Nautilus nor Superior Bearing is
a party to any pending action or  proceeding  for assessment
or  collection  of Taxes, nor has such action or  proceeding
been asserted or  threatened (either formally or informally)
against either Nautilus or Superior Bearing or any of either
Nautilus' or Superior Bearing's assets.

               (4)  Except as reflected in the Returns or as
disclosed on the Disclosure Schedule, no waiver or extension
of any statute of limitations  is  in effect with respect to
Taxes or Returns of either Nautilus or Superior Bearing.

               (5)  There  are  no  requests   for  rulings,
subpoenas  or requests for information pending with  respect
to either Nautilus or Superior Bearing.

               (6)  No power of attorney has been granted by
either Nautilus  or  Superior  Bearing,  with respect to any
matter relating to Taxes.

               (7)  The amount of liability for unpaid Taxes
of  each  of Nautilus and Superior Bearing for  all  periods
ending on or  before  the  Effective  Date  will not, in the
aggregate,  exceed  the  amount  of  the  current  liability
accruals  for  Taxes, as such accruals are reflected on  the
respective balance  sheets  of Nautilus and Superior Bearing
as of the Closing Date.

          (7)  Except  as  disclosed   on   the   Disclosure
Schedule, or as described in documents furnished to  or made
available to SESI:

               (1)  Neither  Nautilus  nor  Superior Bearing
has made an election, or is required to treat  any  asset as
owned  by another person for federal income tax purposes  or
as tax-exempt  bond  financed  property  or  tax-exempt  use
property within the meaning of section 168 of the Code.

               (2)  Neither  Nautilus  nor  Superior Bearing
has  issued or assumed any indebtedness that is  subject  to
section 279(b) of the Code.

               (3)  Neither  Nautilus  nor  Superior Bearing
has entered into any compensatory agreements with respect to
the  performance of services which payment thereunder  would
result  in  a  nondeductible  expense to Section 280G of the
Code  or  an  excise tax to the recipient  of  such  payment
pursuant to Section 4999 of the Code.

               (4)  No  consent  under Section 341(f) of the
Code  has  been  filed with respect to  either  Nautilus  or
Superior Bearing.

               (5)  Neither  Nautilus  nor  Superior Bearing
has  agreed,  nor  is  either  Nautilus or Superior  Bearing
required to make, any adjustment  under  Code Section 481(a)
by reason of change in accounting method or otherwise.

               (6)  Neither  Nautilus  nor Superior  Bearing
has  disposed  of any property that has been  accounted  for
under the installment method.

               (7)  Neither  Nautilus  nor  Superior Bearing
is  a  party  to  any interest rate swap, currency  swap  or
similar transaction.

               (8)  Neither Nautilus nor Bearing is a United
States real property holding corporation within  the meaning
of Section 897(c)(2) of the Code and SESI is not required to
withhold tax on the  acquisition  of  the  stock  of  either
Nautilus or Superior Bearing.

               (9)  Neither  Nautilus  nor  Superior Bearing
has participated in any international boycott  as defined in
Code Section 999.

               (10) Neither Nautilus nor Superior Bearing is
subject   to   any   joint  venture,  partnership  or  other
arrangement or contract that is treated as a partnership for
federal income tax purposes.

               (11) Neither  Nautilus  nor  Superior Bearing
has  made any of the foregoing elections or is  required  to
apply  any of the foregoing rules under any comparable state
or local income tax provisions.

               (12) Neither  Nautilus  nor  Superior Bearing
has or has ever had a permanent establishment in any foreign
country,  as  defined  in  any  applicable  tax  treaty   or
convention  between  the  United  States  and  such  foreign
country.

               (13) The transactions contemplated herein are
not  subject  to  the  tax withholding provisions of Section
3406 of the Code, or of  Subchapter  A  of  Chapter 3 of the
Code, or of any other provision of law.

          (8)  Set  forth in the Disclosure Schedule  or  in
documents furnished or  made  available  to SESI is accurate
and  complete  information  with  respect  to  each  of  the
following for all tax periods beginning on or after  January
1, 1994:

               (1)  Any tax elections in effect with respect
                    to   each   of   Nautilus  and  Superior
                    Bearing; and

               (2)  Any tax credit carry  overs  of  each of
                    Nautilus and Superior Bearing.

     Section 2.21 Transactions with Certain Persons.  Except
for  employment  relationships  in  the  ordinary  course of
business, no employee of either Nautilus or Superior Bearing
or any of the employees' Affiliates is presently a party  to
any  transaction  with  either Nautilus or Superior Bearing,
including  without limitation  any  contract,  agreement  or
other arrangement  providing  for the furnishing of services
by or the rental of real or personal  property from any such
person or from any of their Affiliates.

     Section 2.22 Intellectual Property.   Each  of Nautilus
and Superior Bearing either own or has valid licenses to use
all  patents,  copyrights,  trademarks, software, databases,
and other technical information  used  in  its  business  as
presently conducted, subject to limitations contained in the
agreements  governing the use of same, which limitations are
customary for  companies  engaged  in  businesses similar to
each  of  Nautilus  and  Superior  Bearing.   There  are  no
limitations  contained  in  any such agreements  which  will
alter any such rights, breach  any  such  agreement  or  any
third-party  vendor,  or require payments of additional sums
thereunder.  Each of Nautilus  and  Superior  Bearing  is in
compliance  with  all such licenses and agreements and there
are no pending or,  to  the  knowledge of Seller, threatened
Proceedings  challenging  or  questioning  the  validity  or
effectiveness of any license  or  agreement relating to such
property or the right of either Nautilus or Superior Bearing
to use, copy, modify or distribute the same.

     Section 2.23 Insurance.  SESI  has been provided copies
of  or  access to all insurance policies  or  binders  which
relate to each of Nautilus' and Superior Bearing's business.
All premiums  due  under such policies and binders have been
paid or accrued for  on  the Annual Financial Statements and
all such policies and binders  are  in full force and effect
and  no  notice of cancellation or nonrenewal  of  any  such
policy or  binder  has  been  received by either Nautilus or
Superior Bearing and no notice  of disallowance of any claim
under  any  insurance  policy  or  binder,  whether  or  not
currently in effect, has been received by either Nautilus or
Bearing.  Neither  Nautilus  nor Superior  Bearing  has  any
liability for or exposure to any premium expense for expired
policies and there are no current  claims by either Nautilus
or Superior Bearing under any such policy  or  binder  as to
which  coverage  has  been questioned, denied or disputed by
the underwriters of such policies, nor are there any insured
losses for which claims have not been made.

     Section  2.24 Safety  and  Health.   The  property  and
assets of each  of  Nautilus  and Superior Bearing have been
and  are being operated in compliance  with  all  Applicable
Laws  designed   to  protect  safety  or  health,  or  both,
including without  limitation,  the  Occupational Safety and
Health Act and the regulations promulgated pursuant thereto.
Neither  Nautilus  nor  Superior Bearing  has  received  any
written notice of any violations,  deficiency, investigation
or inquiry from any Governmental Entity,  employer  or third
party  under  any such law and, to the  knowledge of Seller,
no such investigation or inquiry is planned or threatened.

     Section 2.25  Bank  Accounts;  Powers of Attorney.  The
Disclosure  Schedule sets forth with respect  to  each  bank
account or cash  account  maintained  by  either Nautilus or
Superior Bearing at any bank, brokerage or  other  financial
firm,  the name of the institution at which such account  is
maintained,  the number of the account, and the names of the
individuals having  authority  to  withdraw  funds from such
account.

     Section  2.26 Compensation Agreements.  The  Disclosure
Schedule lists  all written employment, commission, bonus or
other  compensation   and  consulting  agreements  to  which
either Nautilus or Superior  Bearing  is a party.  Except as
set forth on the Disclosure Schedule, neither  Nautilus  nor
Bearing  is  a  party  to  any  written  or oral employment,
commission,  bonus  or  other  compensation  or   consulting
agreement   which  Nautilus  or  Superior  Bearing  may  not
terminate without  any  payment or penalty, at will, with or
without cause, except to  the extent that employment at will
may be limited by Applicable Law.

     Section 2.27 Director and Officer Indemnification.  The
directors and officers of   each  of  Nautilus  and Superior
Bearing  are  not  entitled  to  indemnification  by  either
Nautilus  or  Superior  Bearing,  except  to the extent that
indemnification   rights  are  provided  for  generally   in
Louisiana   and   there   are   no    pending   claims   for
indemnification  by   any  director  or  officer  of  either
Nautilus or Superior Bearing.

     Section   2.28   Documents   and   Written   Materials.
Originals or true and complete  copies  of  all documents or
other  written  materials  underlying  items listed  in  the
Disclosure Schedule have been furnished or made available to
SESI  in  the  form  in which each of such documents  is  in
effect, and will not be  modified  in  any  material respect
prior  to  the  Closing  Date  without SESI's prior  written
consent.

     Section  2.29  Effectiveness   of  Representations  and
Warranties.  All of the representations  and  warranties  of
Seller  in  this  Agreement  shall  be  true in all material
respects  on the Closing Date and shall be  deemed  to  have
been made again by Seller on and as of the Closing Date.


                            ARTICLE 3
              REPRESENTATIONS AND WARRANTIES OF SESI

     SESI  represents and warrants to and agrees with Seller
as follows:

     Section  3.1  Organization.  SESI is a corporation duly
organized, validly existing  and  in good standing under the
laws of Louisiana and has all requisite  corporate power and
authority to own its properties and carry on its business as
now being conducted.

     Section  3.2 Capitalization.  As of the  date  of  this
Agreement, the  authorized capital stock of SESI consists of
40,000,000 shares  of  common  stock,  $.001  par  value per
share,   18,597,045   of   which   are  validly  issued  and
outstanding, and 5,000,000 shares of  preferred  stock, $.01
par value, none of which are outstanding.

     Section  3.3 Authority; Enforceability.  SESI  has  the
requisite corporate  power  and  authority  to  execute  and
deliver  this  Agreement  and  to  carry out its obligations
hereunder.  The execution, delivery  and performance of this
Agreement   and   the   consummation  of  the   transactions
contemplated  hereby  have   been  duly  authorized  by  all
necessary corporate action on  the part of SESI and no other
corporate proceedings on the part  of  SESI are necessary to
authorize this Agreement or to consummate  the  transactions
so contemplated.  This Agreement has been duly executed  and
delivered  by  SESI  and  constitutes  a  valid  and binding
obligation  of  SESI, enforceable against SESI in accordance
with its terms, except  as  may  be  limited  by  applicable
bankruptcy,   insolvency,  reorganization,  moratorium   and
similar laws affecting  the enforcement of creditors' rights
generally  and  equitable principles  which  may  limit  the
availability  of  certain   equitable  remedies  in  certain
instances.

     Section  3.4  Consents and  Approvals;  Conflicts.   No
filing with or notice  to,  and  no  permit,  authorization,
consent or approval of, any Governmental Entity is necessary
for the execution and delivery by SESI of this  Agreement or
the  consummation  by  SESI of the transactions contemplated
hereby.   Neither  the  execution   and   delivery  of  this
Agreement by SESI, nor the consummation of  the transactions
contemplated hereby, will violate any of the  provisions  of
the  Articles  of  Incorporation  or  By-laws  of  SESI;  or
conflict  with  or  result in a breach of, or give rise to a
right  of termination  of,  or  accelerate  the  performance
required  by,  any terms of any court order, consent decree,
note, bond, mortgage,  indenture,  deed  of  trust,  or  any
license  or  agreement  binding  on SESI or to which SESI is
subject or a party, or constitute  a  default thereunder, or
result in the creation of any Lien upon any of the assets of
SESI,  except  for  any such conflict, breach,  termination,
acceleration,  default  or  Lien  which  would  not  have  a
material adverse  effect  on  (a)  the  business,  assets or
financial  condition  of  SESI  or  (b)  SESI's  ability  to
consummate any of the transactions contemplated hereby.

     Section  3.5  SESI  Common  Stock.   All shares of SESI
Common  Stock to be issued pursuant to this  Agreement  will
be, when issued, duly authorized, validly issued, fully paid
and non-assessable.

     Section 3.6  SESI  Disclosure.   The  SESI  Disclosure
Documents  do  not  include  any  misstatement  of  any fact
material  to  the  assets,  business,  operations, financial
condition and prospects of SESI, taken as  a  whole, or omit
to state such a material fact necessary in order to make the
statements,  in  the light of the circumstances under  which
they are made, not misleading.

     Section  3.7  Effectiveness   of   Representations  and
Warranties.   All of the representations and  warranties  of
SESI  in  this Agreement  shall  be  true  in  all  material
respects on  the  Closing  Date  and shall be deemed to have
been made again by SESI on and as of the Closing Date.


                            ARTICLE 4
                      PRE-CLOSING COVENANTS

     Section  4.1  Legal  Requirements.    Subject   to  the
conditions set forth in Article 5 and to the other terms and
provisions  of  this  Agreement, each of the parties to this
Agreement  agrees  to  take,  or  cause  to  be  taken,  all
reasonable actions necessary  to  comply  promptly  with all
legal  requirements  applicable  to  it  with respect to the
transactions  contemplated  by  this  Agreement   and   will
promptly  cooperate  with  and  furnish  information to each
other in connection with any such requirements  imposed upon
any  of  them.   Each  of  SESI  and  Seller  will  take all
reasonable  actions  necessary to obtain, and will cooperate
with each other in obtaining,  any  consent,  authorization,
order or approval of, or any exemption by, any  Governmental
Entity  or  other  public or private party, required  to  be
obtained  or  made  by  it  or  the  taking  or  any  action
contemplated by this Agreement.

     Section 4.2 Access  to  Properties  and Records.  Until
the Closing Date, Seller shall cause Nautilus  and  Superior
Bearing  to  allow  SESI  and its authorized representatives
full access, during normal  business hours and on reasonable
notice, to all of each of Nautilus'  and  Superior Bearing's
properties,  offices,  vehicles,  equipment,  inventory  and
other assets, documents, files, books and records,  in order
to  allow SESI a full opportunity to make such investigation
and inspection  as   it  desires  of  Nautilus' and Superior
Bearing's business and assets. Seller  shall  further  cause
Nautilus  and Superior Bearing to use their best efforts  to
cause  the  employees,   counsel   and  regular  independent
certified  public  accountants  of  each   of  Nautilus  and
Superior Bearing to be available upon reasonable  notice  to
answer  questions  of  SESI's representatives concerning the
business  and  affairs of  each  of  Nautilus  and  Superior
Bearing, and shall  further  use their best efforts to cause
them to make available all relevant  books  and  records  in
connection  with  such inspection and examination, including
without limitation work papers for all audits and reviews of
financial  statements  of  each  of  Nautilus  and  Superior
Bearing.

     Section  4.3  Conduct  of Business.  From and after the
date  of this Agreement and until  the  Closing  Date,  SESI
shall conduct  its business, and Seller shall cause Nautilus
and Superior Bearing  to  each conduct their businesses,  in
the  ordinary course and consistently  with  past  practice,
except  as expressly required or otherwise permitted by this
Agreement,  and  shall  not  take or permit any action which
would  cause  any  of  their representations  made  in  this
Agreement not to be true and correct on the Closing Date.

     Section 4.4 Public  Statements.   Prior  to the Closing
Date, none of the parties to this Agreement shall,  and each
party  shall  use  its  best  efforts  so  that  none of its
advisors,  officers,  directors  or employees shall,  except
with  the  prior  written  consent  of   the   other  party,
publicize, announce or describe to any third person,  except
their  respective  advisors and employees, the execution  or
terms  of  this  Agreement,   the   parties  hereto  or  the
transactions contemplated hereby, except  as required by law
or  as  required  pursuant to this Agreement to  obtain  the
consent of such third  person;  provided,  in any case, that
SESI may make such disclosures and announcements  as  may be
necessary or advisable under applicable securities laws.

     Section 4.5 No Solicitation.  Seller will not prior  to
the  Closing  Date  or  the  termination  of  this Agreement
pursuant  to  Section  7.1, (nor will he permit any  of  his
affiliates or any of either  Nautilus' or Superior Bearing's
officers, directors or agents  to)  directly  or  indirectly
solicit   or  participate  or  engage  in  or  initiate  any
negotiations  or discussions, or enter into or authorize any
agreement  or  agreements  in  principle,  or  announce  any
intention to do  any  of  the foregoing, with respect to any
offer or proposal to acquire  all or any significant part of
either   Nautilus'  or  Superior  Bearing's   business   and
properties  or any Nautilus Common Stock or Superior Bearing
Common Stock whether by merger, purchase of assets, purchase
of stock or otherwise.   Seller   will  notify SESI promptly
upon  receipt  of any inquiry, offer or other  communication
from any third party regarding any such activities.

     Section 4.6 Update Information.  Each party hereto will
promptly disclose  to the other any information contained in
its representations  and warranties that because of an event
occurring after the date  hereof  is incomplete or no longer
correct; provided, however, that none  of  such  disclosures
will   be   deemed  to  modify,  amend,  or  supplement  the
representations  and  warranties  of  such party, unless the
other  party  consents to such modification,  amendment,  or
supplement in writing.


                            ARTICLE 5
                        CLOSING CONDITIONS

     Section 5.1  Conditions Applicable to all Parties.  The
respective obligations  of  each  party  to  consummate  the
transactions contemplated by this Agreement shall be subject
to  the  satisfaction  or, where permissible, waiver by such
party of the following conditions at or prior to the Closing
Date:

          (1)  No  statute,   rule,   regulation,  executive
order,  decree,  preliminary  or  permanent   injunction  or
restraining   order   shall   have  been  enacted,  entered,
promulgated   or  enforced  by  any   court   of   competent
jurisdiction or other Governmental Entity which prohibits or
restricts the consummation  of the transactions contemplated
by this Agreement, and no action,  suit, claim or proceeding
by a state or federal Governmental Entity  before  any court
or  other Governmental Entity shall have been commenced  and
be  pending   which   seeks  to  prohibit  or  restrict  the
consummation  of  the  transactions   contemplated  by  this
Agreement.

          (2)  Seller shall have entered into the Employment
Agreement.

     Section 5.2  Conditions to Obligations  of  SESI.   The
obligations  of   SESI   to   consummate   the  transactions
contemplated   by   this   Agreement  are  subject  to   the
satisfaction of the following  conditions  unless  waived by
SESI:

          (1)  The representations and warranties of  Seller
set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of
the  Closing  Date  as  though made on and as of the Closing
Date, except as otherwise  contemplated  by  this Agreement,
and Seller shall have performed in all material respects all
obligations  required  to  be  performed  by him under  this
Agreement at or prior to the Closing Date.

          (2)  All consents and approvals of  third  parties
necessary  for consummation of the transactions contemplated
by this Agreement  shall  have  been obtained.  Seller shall
have used his best efforts to obtain  all necessary permits,
authorizations,  consents  and approvals  required  by  such
Governmental Entities prior to the Closing Date.

          (3)  SESI shall have  had  a  full  opportunity to
conduct  inspections of the operating assets and  books  and
records of  each  of  Nautilus and Superior Bearing.  Seller
shall have provided SESI  certified  copies of Nautilus' and
Superior Bearing's Articles of Incorporation and By-laws and
certificates of existence, good standing  and  qualification
to  do business as a foreign corporation, certified  by  the
Secretary of State of the State of Louisiana.

          (4)  Any  and  all  changes made to the Disclosure
Schedule or to the representations  and warranties of Seller
shall be satisfactory in all respects to SESI.

     Section 5.3 Conditions to Obligations  of  Seller.  The
obligations   of   Seller  to  consummate  the  transactions
contemplated  by   this   Agreement   are   subject  to  the
satisfaction of the following conditions, unless  waived  by
Seller:

          (1)  The  representations  and  warranties of SESI
set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of
the  Closing  Date as though made on and as of  the  Closing
Date, except as  otherwise  contemplated  by this Agreement,
and SESI shall have performed in all material  respects  all
obligations  required  to  be  performed  by them under this
Agreement at or prior to the Closing Date.

          (2)  Seller shall have received a certificate of a
duly  authorized  officer of SESI, dated the  Closing  Date,
certifying as to the incumbency of any person executing this
Agreement or any certificate  or other document delivered in
connection with this Agreement  and  certifying  such  other
matters as Seller shall reasonably request.


                            ARTICLE 6
                      POST CLOSING COVENANTS

     Section  6.1  Section  338  Elections.  If requested by
SESI,  Seller  shall  join  in  an  election   to  have  the
provisions  of  Section  338(h)(10) of the Code and  similar
provisions  of  state law (collectively,  the  "Section  338
Elections") apply  to  the  acquisition of the Shares.  SESI
shall be responsible for, and  control,  the preparation and
filing of such election.  The allocation of  purchase  price
among  the assets of the Nautilus and Superior Bearing shall
be made  in  accordance  with Code Sections 338 and 1060 and
any comparable provisions of state, local or foreign law, as
appropriate.  Seller shall,  unless it would be unreasonable
to do so, accept SESI's determination of such purchase price
allocations and shall report,  act, file in all respects and
for all purposes consistent with such determination of SESI.
SESI shall execute and deliver to  Seller  such documents or
forms  (including  Section 338 Forms, as defined  below)  as
Seller shall request  or  as  are required by applicable law
for an effective 338(h)(10) Election.   "Section  338 Forms"
shall  mean  all  returns, documents, statements, and  other
forms that are required  to  be  submitted  to  any federal,
state,  county,  parish  or other local taxing authority  in
connection with a 338(h)(10)  Election,  including,  without
limitation, any "statement of Section 338 election" and  IRS
Form  8023  (together  with  any  schedules  or  attachments
thereto)  that are required pursuant to applicable  Treasury
Regulations.

     Section 6.2 Registration Rights.

          (1)  Seller  may  request  in  writing  that  SESI
effect  the  registration under the Securities Act of all or
any  part  of  the   Registrable  Shares  owned  by  Seller.
Thereupon, SESI shall,  as  expeditiously  as possible, take
such  steps  as are necessary to effect the registration  of
all Registrable  Shares  that  SESI has been requested to so
register.  SESI shall be obligated  to  prepare  and file at
its  expense one registration statement under the Securities
Act pursuant to this Section 6.2(a); provided, however, that
SESI  may  for  up  to  a  90  day  period  defer  filing  a
registration  statement  and  from  time to time suspend the
ability of Seller to resell Registrable  Shares  pursuant to
such  registration  statement  if SESI reasonably concludes,
after consultation with Seller,  that  filing a registration
statement or updating the prospectus contained therein would
(i)  interfere with or adversely affect the  negotiation  or
completion  of any transaction that is being contemplated by
SESI at the time  the  right  to  delay is exercised or (ii)
involve an initial or continuing disclosure  obligation that
would  not  be  in the best interest of SESI's stockholders.
If at any time SESI  defers  filing a registration statement
or  suspends  the  ability to sell  the  Registrable  Shares
pursuant to such registration  statement, SESI shall use its
best efforts to file such registration  statement  or permit
resales  of Registrable Shares pursuant to such registration
statement  as  soon  as thereafter as practicable; provided,
however, that the foregoing  shall not require SESI to alter
its   actions   with  respect  to  any   pending   corporate
developments  or  business   transactions   of   the  nature
described in clauses (i) and (ii) above.

          (2)  Whenever SESI proposes to file a registration
statement (other than pursuant to Section 6.2(a) or  on Form
S-4  or  Form  S-8, or any successor forms) relating to SESI
Common Stock proposed  to  be sold for SESI's account at any
time and from time to time,  it  will, prior to such filing,
give written notice to Seller of its intention to do so and,
upon  the written request of Seller  given  within  30  days
after SESI  provides  such notice (which request shall state
the  intended  method of  disposition  of  such  Registrable
Shares), SESI shall  use  its  best  efforts  to  cause  all
Registrable Shares that SESI has been requested by Seller to
register  to  be  registered under the Securities Act to the
extent necessary to  permit  their sale or other disposition
in  accordance  with the intended  methods  of  distribution
specified in the request of Seller; provided that SESI shall
have the right to  postpone  or  withdraw  any  registration
effected pursuant to this Section 6.2(b) without  obligation
to  Seller.   In  connection  with  any  offering under this
Section 6.2(b) involving an underwriting,  SESI shall not be
required to include any Registrable Shares in  such offering
unless   the   holder  thereof  accepts  the  terms  of  the
underwriting  as   agreed   upon   between   SESI   and  the
underwriters  selected by it (provided that such terms  must
be consistent with  this  Agreement),  and then only in such
quantity  as will not, in the opinion of  the  underwriters,
jeopardize  the  success of the offering by SESI.  If in the
opinion of the managing underwriter the registration of all,
or part of, the Registrable Shares that Seller has requested
to be included would  materially  and  adversely affect such
public offering, then SESI shall be required  to  include in
the underwriting only that number of Registrable Shares,  if
any,  that  the  managing  underwriter  believes may be sold
without causing such adverse effect.

          (3)  SESI  will pay all the expenses  incurred  by
SESI in complying with  this Section 6.2, including, without
limitation,  all  registration  and  filing  fees,  exchange
listing  fees, printing  expenses,  fees,  and  expenses  of
counsel for  SESI,  state  "blue sky" fees and expenses, and
the expense of any special audits incident to or required by
any such registration, but excluding underwriting discounts,
selling commissions, and the  fees  and  expenses of selling
Seller's own counsel.

          (4)  Seller agrees not to effect  any  public sale
or  distribution (including sales pursuant to Rule  144)  of
Registrable  Shares  during  the  five  (5)  days  prior  to
(provided  that  Seller  receives  a  notice  from SESI of a
commencement  of  such  5-day  period)  and up to a  180-day
period beginning on the effective date of  any  underwritten
registration  effected  pursuant  to Section 6.2(a)  or  any
registration effected pursuant to Section  6.2(b)  in  which
Registrable  Shares  are  included  (except  as part of such
underwritten  registration),  that may be requested  by  the
underwriters managing the public offering.

          (5)  If  and whenever  SESI  is  required  by  the
provisions of this Agreement  to  use  its  best  efforts to
effect  the  registration  of  any of the Registrable Shares
under  the  Securities  Act,  SESI  shall   file   with  the
Securities  and Exchange Commission a registration statement
with respect  to  such  Registrable  Shares and use its best
efforts to cause that registration statement  to  become and
remain effective and any amendments and supplements  to  the
registration  statement  and  the prospectus included in the
registration  statement  as may be  necessary  to  keep  the
registration statement effective,  in  the  case  of  a firm
commitment   underwritten   public   offering,   until  each
underwriter has completed the distribution of all securities
purchased  by  it  and,  in  the case of any other offering,
until  the earlier of the sale  of  all  Registrable  Shares
covered thereby or 90 days after the effective date thereof.

          (6)  The  holder of Registrable Shares included in
any registration shall  furnish  to  SESI  such  information
regarding such holder and the distribution proposed  by such
holder  as  SESI  may  request  in  writing  and as shall be
required in connection with any registration,  qualification
or compliance referred to in this Section 6.2.

          (7)  SESI agrees to:

               (1)  comply  with  the requirements  of  Rule
144(c)  under  the Securities Act with  respect  to  current
public information about SESI;

               (2)  use  its  best  efforts to file with the
Securities and Exchange Commission in  a  timely  manner all
reports  and  other  documents  required  of SESI under  the
Securities Act and the Exchange Act; and

                (3) furnish  to  the  holder of  Registrable
Shares upon request (i) a written statement  by  SESI  as to
its compliance with the requirements of Rule 144(c) and  the
reporting   requirements  of  the  Securities  Act  and  the
Exchange Act,  (ii)  a  copy  of  the  most recent annual or
quarterly report of SESI, and (iii) such  other  reports and
documents  of SESI as such holder may reasonably request  to
avail itself  of  any  similar  rule  or  regulation  of the
Securities  and Exchange Commission allowing it to sell  any
such securities without registration.

     Section  6.3  Stock Incentive Plan.   SESI will propose
to its stockholders  in  connection  with  its  1997  annual
meeting  of  stockholders  to amend its stock incentive plan
to, among such other amendments as may be proposed, increase
by  500,000  the  number  of shares  of  SESI  Common  Stock
eligible under the stock incentive  plan  with  those shares
reserved  for  grant  to  employees of Nautilus and Superior
Bearing.

     Section 6.4 Replacement  of Note.    Promptly after the
Closing Date, the Buyer and Seller  shall  attempt to obtain
term  insurance  on  the  life  of   Seller  in  an   amount
sufficient  to fund Buyer's obligations under the Note.   If
insurance can  be  obtained,  then when the policy is issued
(with Buyer as owner and being  responsible  for the payment
of  all  related  premiums),  the  Note shall be amended  to
provide that if Seller dies prior to  the Payment Date, then
the Seller's successors shall be entitled  to the prepayment
of  the  Note  by Buyer from the proceeds of such  insurance
policy  in  an amount  equal  to  $2,150,000  plus  interest
thereon.


                            ARTICLE 7
                    TERMINATION AND AMENDMENT

     Section   7.1   Termination.   This  Agreement  may  be
terminated and may be  abandoned  at  any  time prior to the
Closing Date:

          (1)  by mutual consent of SESI and Seller;

          (2)  by SESI or Seller, as the case may be, if (a)
there   shall   have   been   a   material   breach  of  any
representation, warranty, covenant or agreement  on the part
of either the Seller or on the part of SESI, as the case may
be,  which  breach  shall  not have been cured prior to  the
earlier of (i) 10 days following  notice  of such breach and
(ii)  the Closing Date; or (b) any permanent  injunction  or
other order  of  a  court  or  other  competent Governmental
Entity  preventing  the  transactions contemplated  by  this
agreement shall have become final and nonappealable; or

          (3)  by  SESI  or   Seller   if  the  transactions
contemplated   by  this  Agreement  shall  not   have   been
consummated on or  before  February 28, 1997; provided, that
the right to terminate this  Agreement  under  this  Section
7.1(c)  shall not be available to any party whose breach  of
its representations  and  warranties  in  this  Agreement or
whose failure to perform any of its covenants and agreements
under  this  Agreement  has resulted in the failure  of  the
transactions contemplated  by  this agreement to occur on or
before such date.

     Section 7.2 Effect of Termination.   In  the event of a
termination  of  this Agreement as provided in Section  7.1,
this Agreement shall  forthwith  become void and there shall
be no liability or obligation under any provisions hereof on
the  part  of SESI or Seller, except  (a)  pursuant  to  the
covenants and  agreements contained in Section 10.1 and this
Section 7.2 and  (b)  to  the  extent  that such termination
results from the willful material breach  by  a party hereto
of  any  of  its  representations, warranties, covenants  or
agreements set forth  in  this  Agreement, in which case the
non-breaching  party  shall  have a  right  to  recover  its
damages caused thereby.

     Section  7.3  Amendment.  This  Agreement  may  not  be
amended except by an instrument in writing signed by each of
the parties hereto.

     Section 7.4 Extension;  Waiver.   At  any time prior to
the   Closing  Date,  the  parties  hereto  may,  in   their
respective   sole  discretion  and  to  the  extent  legally
allowed, (a) extend  the  time for the performance of any of
the obligations or other acts  of  the other parties hereto;
(b)  waive  any  inaccuracies  in  the  representations  and
warranties  contained  herein  or in any document  delivered
pursuant thereto; and (c) waive  compliance  with any of the
agreements or conditions contained herein.  Any agreement on
the part of a party hereto to any such extension  or  waiver
shall  be  valid  only  if set forth in a written instrument
signed by or on behalf of such party.


                            ARTICLE 8
                    INDEMNIFICATION; REMEDIES

     Section  8.1  Indemnification  by  Seller.   Except  as
otherwise expressly provided in this Article 8, Seller shall
defend, indemnify and  hold harmless SESI and each of SESI's
officers, directors, employees,  Affiliates,  successors and
assigns   (SESI  and  such  persons,  collectively,  "SESI's
Indemnified    Persons"),   and   shall   reimburse   SESI's
Indemnified Persons,  for,  from  and against each and every
demand,  claim,  action,  loss  (which   shall  include  any
diminution in value), liability, judgment,  damage, cost and
expense (including, without limitation, interest, penalties,
costs  of preparation and investigation, and the  reasonable
fees, disbursements  and  expenses of attorneys, accountants
and  other professional advisors)  (collectively,  "Losses")
imposed  on  or  incurred  by  SESI's  Indemnified  Persons,
directly  or  indirectly,  relating  to,  resulting  from or
arising out of:  (a) any inaccuracy in any representation or
warranty  of  Seller  in  this Agreement or any certificate,
document or other instrument  delivered  or  to be delivered
pursuant  hereto  in  any  respect  whether  or  not  SESI's
Indemnified Persons relied thereon or had knowledge  thereof
or  (b)  any  breach  or  nonperformance  of  any  covenant,
agreement  or  other  obligation of Seller Agreement or  any
certificate, document or other instrument delivered or to be
delivered pursuant hereto;  provided,  however, that, except
for a knowing and intentional breach of  any  representation
or warranty of Seller in this Agreement (as to  which  there
shall  be no Minimum Amount), Seller shall have no liability
under Section  8.1(a)  unless and until the aggregate of all
Losses resulting therefrom  exceeds  $25,000  (the "Seller's
Minimum Amount"), in which event Seller shall be  liable for
all Losses in excess of Seller's Minimum Amount.

     Section   8.2   Indemnification  by  SESI.   Except  as
otherwise expressly provided  in  this Article 8, SESI shall
defend,  indemnify  and hold harmless  Seller  and  each  of
Seller's successors and  assigns  (Seller  and such persons,
collectively,  "Seller's  Indemnified Persons"),  and  shall
reimburse Seller's Indemnified Persons for, from and against
all Losses imposed on or incurred  by  Seller's  Indemnified
Persons, directly or indirectly, relating to, resulting from
or arising out of:  (a) any inaccuracy in any representation
or  warranty  of  SESI in this Agreement or any certificate,
document or other instrument  delivered  or  to be delivered
pursuant  hereto  in  any  respect, whether or not  Seller's
Indemnified Persons relied thereon or had knowledge thereof,
or  (b)  any  breach  or  nonperformance  of  any  covenant,
agreement or other obligation  of  SESI under this Agreement
or any certificate, document or other  instrument  delivered
or to be delivered pursuant hereto; provided, however,  that
SESI  shall  have  no  liability  under  this Section 8.2(b)
unless and until the aggregate of all Losses exceeds $25,000
("SESI Minimum Amount"), in which event SESI shall be liable
for all Losses in excess of SESI's Minimum Amount.

     Section 8.3 Notice and Defense of Third  Party  Claims.
If any third party demand, claim, action or proceeding shall
be  brought  or  asserted  under  this  Article 8 against an
indemnified party or any successor thereto (the "Indemnified
Person") in respect of which indemnity may  be  sought under
this Article 8 from an indemnifying person or any  successor
thereto (the "Indemnifying Person"), the Indemnified  Person
shall give prompt written notice thereof to the Indemnifying
Person  who  shall  have  the  right  to assume its defense,
including the hiring of counsel reasonably  satisfactory  to
the  Indemnified  Person  and  the  payment of all expenses;
except  that  any  delay  or  failure  to  so   notify   the
Indemnifying Person shall relieve the Indemnifying Person of
its  obligations under this Article 8 only to the extent, if
at all,  that  it  is  prejudiced by reason of such delay or
failure.  The Indemnified  Person  shall  have  the right to
employ  separate  counsel  in  any of the foregoing actions,
claims  or  proceedings and to participate  in  the  defense
thereof, but  the fees and expenses of such counsel shall be
at the expense  of  the  Indemnified  Person unless both the
Indemnified Person and the Indemnifying  Person are named as
parties  and  the  Indemnified  Person shall in  good  faith
determine  that  representation  by   the  same  counsel  is
inappropriate.   In the event that the Indemnifying  Person,
within ten days after  notice  of  any such action or claim,
does not assume the defense thereof,  the Indemnified Person
shall have the right to undertake the defense, compromise or
settlement  of  such  action,  claim or proceeding  for  the
account of the Indemnifying Person,  subject to the right of
the  Indemnifying  Person  to  assume the  defense  of  such
action,   claim  or  proceeding  with   counsel   reasonably
satisfactory  to the Indemnified Person at any time prior to
the settlement,  compromise  or final determination thereof.
Anything in this Article 8 to  the contrary notwithstanding,
the Indemnifying Person shall not,  without  the Indemnified
Person's prior consent, settle or compromise any  action  or
claim  or  consent to the entry of any judgment with respect
to any action,  claim  or proceeding for anything other than
money  damages  paid  by  the   Indemnifying   Person.   The
Indemnifying  Person  may, without the Indemnified  Person's
prior consent, settle or  compromise  any such action, claim
or  proceeding  or  consent  to entry of any  judgment  with
respect to any such action or claim that requires solely the
payment of money damages by the Indemnifying Person and that
includes as an unconditional term thereof the release by the
claimant or the plaintiff of the Indemnified Person from all
liability in respect of such action, claim or proceeding.


                            ARTICLE 9
                          DEFINED TERMS

     Section 9.1 Definitions.   In  addition  to  the  other
defined  terms  used  herein, as used in this Agreement, the
following   terms  when  capitalized   have   the   meanings
indicated.

     "Affiliate"  shall  have  the  meaning ascribed by Rule
12b-2 promulgated under the Exchange Act.

     "Annual  Financial  Statements"  shall   mean,  as  the
context  may  require, (a) the unaudited balance  sheet  and
related unaudited statements of income, stockholders' equity
and cash flows  and the related notes thereto of Nautilus as
of and for the fiscal  year  ended  December 31, 1996 or (b)
the unaudited balance sheet and related unaudited statements
of  income,  stockholders'  equity and cash  flows  and  the
related notes thereto of Superior  Bearing as of and for the
fiscal year ended December 31, 1996.

     "Applicable Law" shall mean any  statute,  law, rule or
regulation  or  any  judgement,  order, writ, injunction  or
decree  of  any Governmental Entity  to  which  a  specified
Person or its property is subject.

     "Agreement"  shall  mean this Stock Purchase Agreement,
including the Exhibits hereto,  all  as amended or otherwise
modified from time to time.

     "Benefit  Arrangement"  shall  mean   any   employment,
severance or similar contract, or any other contract,  plan,
policy or arrangement (whether or not written) providing for
compensation,  bonus,  profit-sharing, stock option or other
stock related rights or other forms of incentive or deferred
compensation,   vacation   benefits,    insurance   coverage
(including any self-insured arrangement),  health or medical
benefits, disability benefits, severance benefits  and post-
employment  or  retirement benefits (including compensation,
pension, health,  medical or life insurance benefits), other
than the Employee Plans,  that   is maintained, administered
or contributed to by the employer and covers any employee or
former employee of the employer.

     "Business Day" shall mean a  day other than a Saturday,
a Sunday or a day on which national banks are closed.

     "Closing"  means the consummation  of  the Purchase and
the other transactions contemplated by this Agreement.

     "Closing Date" shall mean the date on which the Closing
occurs.

     "Code" shall mean the Internal Revenue Code of 1986, as
amended.

     "Disclosure   Schedule"   shall   mean  the  disclosure
schedules and other documents attached hereto as Exhibit "C"
prepared  by  Seller  in  accordance  with  the   applicable
provisions of this Agreement.

     "Employee Plan" means a plan or arrangement as  defined
in  Section  3(3)  of  ERISA,  that  (a)  is  subject to any
provision  of  ERISA,  (b)  is  maintained, administered  or
contributed to by the employer and  (c)  covers any employee
or former employee of the employer.

     "ERISA" means the Employee Retirement  Income  Security
Act  of  1974,  as  amended,  and  the rules and regulations
promulgated thereunder.

     "Exchange Act" shall mean the Securities  Exchange  Act
of 1934, as amended.

     "Governmental  Entity" shall mean any court or tribunal
in  any  jurisdiction  or   any   public,   governmental  or
regulatory  body,  agency,  department,  commission,  board,
bureau or other authority or instrumentality.

     "Leases" shall mean any executory lease to which either
Nautilus or Superior Bearing is subject having future rental
payments of more than $5,000 in the aggregate.

     "Liens"  shall  mean  pledges, liens, defects,  leases,
licenses, equities, conditional  sales  contracts,  charges,
claims,   encumbrances,   security   interests,   easements,
restrictions,  chattel  mortgages,  mortgages  or  deeds  of
trust, of any kind or nature whatsoever.

     "Material   Contract"  means  any  executory  contract,
agreement or other  understanding, whether or not reduced to
writing, that is not  cancellable  within  30 days, to which
either  Nautilus  or  Superior  Bearing  or its property  is
subject,  which  provides  for  future payments  to  another
Person by either Nautilus or Superior  Bearing  of more than
$5,000 in the aggregate.

     "Multiemployer  Plan"  means  a plan or arrangement  as
defined in Section 4001(a)(3) and 3(37) of ERISA.

     "Nautilus Common Stock" shall mean  all  of  the issued
and  outstanding shares of common stock, without par  value,
of Nautilus.

     "Note"  shall  mean a Non-Negotiable Promissory Note in
the form attached hereto as Exhibit "B".

     "Person" shall mean  an  individual, firm, corporation,
general or limited partnership,  limited  liability company,
limited   liability   partnership,  joint  venture,   trust,
governmental authority  or body, association, unincorporated
organization or other entity.

     "Pre-Closing Periods" shall mean all Tax periods ending
at or before the Closing  Date  and, with respect to any Tax
period that includes but does not  end  at the Closing Date,
the  portion  of such period that ends at and  includes  the
Closing Date.

     "Proceedings"   means  any  suit,  action,  proceeding,
dispute or claim before or investigation by any Governmental
Entity.

     "Purchase"  shall  mean  the  purchase  by SESI of  the
Nautilus Common Stock and Superior Bearing Common  Stock for
the   consideration   specified   in  Section  2.2  of  this
Agreement.

     "Registrable Shares" means, at  any  time,  SESI Common
Stock  issued  to  Seller  pursuant  to this Agreement  that
cannot  be  sold  without  satisfying  the   holding  period
required of Rule 144(d) under the Securities Act  (presently
two years from the date of issuance of the SESI Common Stock
or  such  shorter  period  as  the  Securities  and Exchange
Commission may adopt).

     "Returns"   means   all  returns,  reports,  estimates,
declarations and statements  of  any  nature regarding Taxes
for  any  Pre-Closing Period required to  be  filed  by  the
taxpayer relating to its income, properties or operations.

     "Securities Act" shall mean the Securities Act of 1933,
as amended.

     "SESI  Common  Stock" means the shares of common stock,
$.001 par value per share, of SESI.

     "SESI Disclosure  Documents"  shall  mean SESI's Annual
Report on Form 10-KSB for the year ended December  31, 1995,
SESI's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996 and any other document filed by SESI with
the  Securities  and Exchange Commission in accordance  with
the Exchange Act prior to the Closing Date.

     "Shares" shall  mean, collectively, the Nautilus Common
Stock and the Superior Bearing Common Stock.

     "Superior Bearing  Common Stock" shall mean all of  the
issued and outstanding shares  of  common stock, without par
value, of Superior Bearing.

     "Taxes" shall mean any federal,  state,  local or other
taxes  (including,  without  limitation, income, alternative
minimum, franchise, property,  sales,  use,  lease,  excise,
premium,  payroll,  wage,  employment or withholding taxes),
fees,  duties,  assessments,  withholdings  or  governmental
charges   of  any  kind  whatsoever   (including   interest,
penalties and additions to tax).


                            ARTICLE 10
                          MISCELLANEOUS

     Section  10.1  Confidentiality.   Until the Closing Date
and subsequent to the termination of this Agreement pursuant
to  Section 7.1, SESI will keep confidential  and  will  not
disclose  to  any third party any information obtained by it
from Seller in  connection  with  this  Agreement except (a)
that information may be disclosed by SESI to its advisors in
connection  with  the  negotiation  of  and  the  activities
conducted pursuant to this Agreement, or (b) to  the  extent
that  such information is or becomes generally available  to
the public  through  no act or omission of SESI in violation
of this Agreement.

     Section 10.2 Survival of Representations, Warranties and
Agreements. The representations,  warranties,  covenants and
agreements in this Agreement (or in any Exhibit  hereto)  or
in any instrument delivered pursuant to this Agreement shall
survive  the Closing and shall not be limited or affected by
any investigation by or on behalf of any party hereto.

     Section  10.3 Notices.  All notices hereunder must be in
writing and shall  be deemed to have been given upon receipt
of delivery by: (a)  personal  delivery  to  the  designated
individual,   (b)  certified  or  registered  mail,  postage
prepaid,  return   receipt   requested,   (c)  a  nationally
recognized  overnight  courier  service (against  a  receipt
therefor) or (d) facsimile transmission with confirmation of
receipt.  All such notices must be  addressed  as follows or
such  other  address as to which any party hereto  may  have
notified the other in writing:

     If to SESI, to:

          1503 Engineers Road
          Belle Chasse, LA  70037
          Attention: Terence Hall
          Facsimile transmission No.:  504-393-0003

     If to Seller, to:

          4516 Sheridan Avenue
          Metairie, LA 70002

     Section 10.4 Headings; Gender.  When a reference is made
in this Agreement  to  a  section, exhibit or schedule, such
reference shall be to a section, exhibit or schedule of this
Agreement unless otherwise indicated.  The table of contents
and headings contained in this  Agreement  are for reference
purposes only and shall not affect in any way the meaning or
interpretation  of  this  Agreement.  All personal  pronouns
used  in this Agreement shall  include  the  other  genders,
whether  used  in  the masculine, feminine or neuter gender,
and the singular shall  include  the  plural and vice versa,
whenever and as often as may be appropriate.

     Section   10.5   Entire   Agreement;   No  Third   Party
Beneficiaries.   This  Agreement  (including the  documents,
exhibits and instruments referred to herein) (a) constitutes
the entire agreement and supersedes  all  prior  agreements,
and  understandings  and  communications,  both written  and
oral, among the parties with respect to the  subject  matter
hereof,  and  (b)  is not intended to confer upon any person
other  than  the  parties  hereto  any  rights  or  remedies
hereunder.

     Section 10.6 Governing  Law.   This  Agreement  shall be
governed  and  construed in accordance with the laws of  the
State  of  Louisiana   without   regard  to  any  applicable
principles of conflicts of law.

     Section 10.7 Assignment.  Neither this Agreement nor any
of the rights, interests or obligations  hereunder  shall be
assigned  by any of the parties hereto (whether by operation
of law or otherwise)  without  the  prior written consent of
the other parties.

     Section  10.8  Severability.   If  any   term  or  other
provision of this Agreement is invalid, illegal or incapable
of  being  enforced by reason of any rule of law  or  public
policy,  all   other   conditions  and  provisions  of  this
Agreement shall nevertheless remain in full force and effect
so  long  as  the  economic   or   legal  substance  of  the
transactions  contemplated hereby is  not  affected  in  any
adverse manner  to  either  party.   Upon such determination
that  any  term  or other provision is invalid,  illegal  or
incapable  of  being  enforced,  the  parties  hereto  shall
negotiate in good  faith  to  modify this Agreement so as to
effect  the original intent of the  parties  as  closely  as
possible  in  an  acceptable  manner  to  the  end  that the
transactions contemplated hereby are fulfilled to the extent
possible,  and  in any case such term or provision shall  be
deemed amended to  the extent necessary to make it no longer
invalid, illegal or unenforceable.

     Section  10.9  Counterparts.    This  Agreement  may  be
executed in multiple counterparts, each  of  which  shall be
deemed  an  original  and  all of which taken together shall
constitute one and the same document.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed themselves  or  by  their  respective
duly authorized officers as of the date first written above.

                              SUPERIOR ENERGY SERVICES, INC.


                              By:    /s/ Terence E. Hall
                                  __________________________
                                         Terence E. Hall,
                                           President


                              SELLER:

                                      /s/ John C. Gordon
                                  ____________________________
                                      John C. Gordon