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) May 31, 1997


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


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

     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 an Agreement and Plan of Merger dated as of May
31,  1997,  by  and  among  Superior  Energy  Services, Inc.
("Superior"),  Tong  Rentals  and  Supply Acquisition,  Inc.
("Tong Acquisition"), Tong Rentals and  Supply Company, Inc.
("Tong") and Rufus L. Patin, the sole shareholder  of  Tong,
Superior  acquired  Tong  effective as of May 31, 1997.  The
acquisition was accomplished  by the merger of Tong with and
into   Tong  Acquisition,  a  wholly-owned   subsidiary   of
Superior,  formed  for this purpose, (the "Merger") with the
effect that Tong has  become  a  wholly-owned  subsidiary of
Superior.  Upon consummation of the Merger, the  outstanding
shares  of  common stock of Tong  were converted  into
rights to receive  an  aggregate of (i) 1,100,000 restricted
shares of Superior's authorized  and  unissued common stock,
and (ii) $5,500,000 cash.

 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. Patin.

 Tong  is  and  following  the  Merger  will  continue to be
engaged  in  the  business  of renting power swivels,  power
tongs, and related oilfield rental tools.


Item 7.  Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

 It is impracticable to provide  the financial statements of
Tong Rentals and Supply Company, Inc.  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 date this
Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

 It  is  impracticable  to provide the pro  forma  financial
information  of  Tong  Rentals   and  Supply  Company,  Inc.
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  date  this  Current Report on
Form 8-K must be filed.

(c)  Exhibits.

 2.1.Agreement and Plan of Merger dated as of  May 31, 1997,
     by  and  among  Superior  Energy  Services, Inc.,  Tong
     Rentals and Supply Acquisition, Inc.,  Tong Rentals and
     Supply Company, Inc. and Rufus L. Patin.  The following
     attachments  are  omitted  from  herein  and   will  be
     provided  to  the  Commission  upon  request:  Form  of
     Certificate  of  Merger,  Form of Employment Agreement,
     and Form of 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:  June 13, 1997


                                                EXHIBIT 2.1




                   AGREEMENT AND PLAN OF MERGER

                              Among

                 SUPERIOR ENERGY SERVICES, INC.,
            TONG RENTALS AND SUPPLY ACQUISITION, INC.,
              TONG RENTALS AND SUPPLY COMPANY, INC.

                               and

                          RUFUS L. PATIN




                     Dated as of May 31, 1997



                        TABLE OF CONTENTS



ARTICLE 1  THE MERGER 1
     Section 1.1 Merger................................................ 1
     Section 1.2 The Closing ...........................................1
     Section 1.3 Filing of Certificate of Merger. ......................2
     Section 1.4 The Effective Time; Effect of Merger. .................2
     Section   1.5   Directors   and   Officers;   Articles  of
          Incorporation.................................................2

ARTICLE 2  CONVERSION OF STOCK; PAYMENT ................................2
     Section 2.1 Conversion of Shares of Tong; Payment .................2
     Section 2.2 Delivery and Exchange of Certificates. ................3

ARTICLE   3    REPRESENTATIONS   AND   WARRANTIES OF   TONG  AND
     SHAREHOLDER........................................................3
     Section 3.1 Ownership. ............................................3
     Section 3.2 Authority .............................................3
     Section 3.3 Noncontravention ......................................3
     Section 3.4 Legal Proceedings. ....................................4
     Section 3.5 Investment Representation. ............................4
     Section 3.6 Organization; Qualification; Subsidiaries............. 5
     Section 3.7 Capital Stock. ........................................5
     Section 3.8 Corporate Authorization; Enforceability ...............5
     Section 3.9 Consent . .............................................6
     Section 3.10 No Conflict.......................................... 6
     Section 3.11 Charter ..............................................6
     Section 3.12 Tong's Financial Statements ..........................6
     Section 3.13 Accounts Receivable ..................................7
     Section 3.14 Absence of Certain Changes ...........................7
     Section 3.15 Suppliers and Customers ..............................8
     Section 3.16 Properties ...........................................9
     Section 3.17 Permits; Compliance with Laws. .......................9
     Section 3.18 Material Contracts. ..................................9 
     Section 3.19 Litigation. ..........................................9
     Section 3.20 Environmental Matters ................................9
     Section 3.21 ERISA and Related Matters. ..........................10
     Section 3.22 Taxes. ..............................................11
     Section 3.23 Transactions with Certain Persons ...................14
     Section 3.24 Intellectual Property. ..............................15
     Section 3.25 Insurance........................................... 15
     Section 3.26 Safety and Health................................... 15
     Section 3.27 Bank Accounts; Powers of Attorney ...................15
     Section 3.28 Compensation Agreements .............................15
     Section 3.29 Director and Officer Indemnification................ 15
     Section 3.30 Documents and Written Materials..................... 16
     Section 3.31 Effectiveness of Representations and Warranties......16

ARTICLE 4  REPRESENTATIONS AND WARRANTIES
     OF SESI AND TONG ACQUISITION......................................16
     Section 4.1 Organization......................................... 16
     Section 4.2 Capitalization....................................... 16
     Section 4.3 Authority; Enforceability............................ 16
     Section 4.4 Consents and Approvals; Conflicts.................... 16
     Section 4.5 SESI Common Stock.................................... 17
     Section 4.6 SESI Disclosure...................................... 17
     Section 4.7 Effectiveness of Representations and Warranties.......17

ARTICLE 5  PRE-CLOSING COVENANTS ......................................17
     Section 5.1 Legal Requirements ...................................17
     Section 5.2 Access to Properties and Records......................18
     Section 5.3 Conduct of Business.................................. 18
     Section 5.4 Public Statements.................................... 18
     Section 5.5 No Solicitation...................................... 18
     Section 5.6 Update Information................................... 18

ARTICLE 6  CLOSING CONDITIONS......................................... 19
     Section 6.1 Conditions Applicable to all Parties................. 19
     Section 6.2 Conditions to Obligations  of  SESI  and  Tong
          Acquisition..................................................19
     Section   6.3   Conditions  to  Obligations  of  Tong  and
          Shareholder..................................................20

ARTICLE 7  POST-CLOSING COVENANTS..................................... 20
     Section 7.1 Registration Rights.................................. 20

ARTICLE 8  TERMINATION AND AMENDMENT.................................. 22
     Section 8.1 Termination.......................................... 22
     Section 8.2 Effect of Termination................................ 23
     Section 8.3 Amendment............................................ 23
     Section 8.4 Extension; Waiver.................................... 23

ARTICLE 9  INDEMNIFICATION; REMEDIES.................................. 23
     Section 9.1 Indemnification by Shareholder....................... 23
     Section 9.2 Indemnification by SESI.............................. 24
     Section 9.3 Notice and Defense of Third Party Claims............. 24
     Section 9.4 Survival of Representations and Warranties........... 25

ARTICLE 10  DEFINED TERMS............................................. 26
     Section 10.1 Definitions......................................... 26

ARTICLE 11  MISCELLANEOUS............................................. 29
     Section 11.1 Confidentiality..................................... 29
     Section 11.2 Notices............................................. 29
     Section 11.3 Headings; Gender.................................... 29
     Section   11.4   Entire    Agreement;   No   Third   Party
          Beneficiaries............................................... 29
     Section 11.5 Governing Law....................................... 30
     Section 11.6 Assignment.......................................... 30
     Section 11.7 Severability........................................ 30
     Section 11.8 Counterparts........................................ 30

Exhibits

A   -Form of Certificate of Merger
B   - Form of Employment Agreement
C   - Form of Disclosure Schedule


                   AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER,  dated  as  of  May 31,
1997  (this  "Agreement"),  is  by  and  among  Superior Energy
Services, Inc., a Delaware corporation ("SESI" or  "Superior"),
its   wholly-owned   subsidiary,   Tong   Rentals   and  Supply
Acquisition,    Inc.,    a    Louisiana    corporation   ("Tong
Acquisition"),  Tong  Rentals  and  Supply  Company,   Inc.,  a
Louisiana  corporation  ("Tong"), and Rufus L. Patin, the  sole
shareholder of Tong ("Shareholder").

                       W I T N E S S E T H:

     WHEREAS, the Board of  Directors of Tong and the Boards of
Directors of SESI and Tong Acquisition have determined it to be
desirable and mutually advantageous  to  enter  into a business
combination to be effected by the merger of Tong  with and into
Tong Acquisition on the terms and subject to the conditions set
forth herein; and

     WHEREAS,  the  parties  hereto  intend  that,  for federal
income   tax   purposes,   the   merger   will   constitute   a
reorganization  within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(D) of the  Internal Revenue Code of 1986, as amended,
and that this Agreement constitute a plan of reorganization.

     NOW, THEREFORE, in  consideration  of the representations,
warranties,  covenants  and  agreements herein  contained,  the
parties hereto agree as follows:


                            ARTICLE 1
                            THE MERGER

     Section  1.1  Merger.    At  the  Effective  Time,  in
accordance with the terms and subject  to  conditions  of  this
Agreement  and  the  Louisiana  Business  Corporation Law, Tong
shall  merge  with  and  into  Tong Acquisition,  the  separate
existence  of  Tong  shall cease, and  Tong  Acquisition  shall
continue as the surviving corporation.

     Section 1.2 The  Closing.  Unless this Agreement shall
have been terminated pursuant  to  the  provisions  hereof, and
subject  to  satisfaction or waiver of the conditions specified
in Section 6 hereof,  the  Closing  shall  take  place  at  the
offices  of  Jones,  Walker,  Waechter,  Poitevent,  Carrere  &
Denegre, L.L.P. in New Orleans, Louisiana, or such place as the
parties  may  agree upon, commencing at 10:00 a.m., local time,
on or before June  15,  1997.   If  all conditions set forth in
Section 6 hereof are satisfied or duly  waived,  at the Closing
(a)  the certificates, agreements and instruments specified  in
Section  6  shall  be delivered, (b) the appropriate officer of
Tong Acquisition shall  execute,  deliver  and  acknowledge the
Certificate of Merger and the appropriate officers  of Tong and
Tong   Acquisition   shall   execute   the  certifications  and
acknowledgments  of this Agreement required  by  the  Louisiana
Business Corporation  Law  and  (c) the parties shall take such
further action as is required to  consummate  the  transactions
contemplated by this Agreement.

     Section   1.3   Filing   of   Certificate  of  Merger.
Immediately  following  its execution and  acknowledgment,  the
Certificate of Merger shall  be  delivered  to the Secretary of
State  of Louisiana for filing, and the Certificate  of  Merger
shall thereafter  be  recorded  in  the  manner required by the
Louisiana Business Corporation Law.

     Section 1.4 The Effective Time; Effect of Merger.  The
Merger shall be effective at such time and  date as is provided
in the Certificate of Merger pursuant to the  mutual  agreement
of  Tong  and  SESI (the "Effective Time").  Upon the Effective
Time  and by virtue  of  the  Merger,  Tong  Acquisition  shall
possess  all the rights, privileges and franchises possessed by
Tong and Tong  Acquisition  shall be responsible for all of the
liabilities and obligations of  Tong  in  the same manner as if
Tong  Acquisition  had  itself  incurred  such  liabilities  or
obligations,  and the Merger shall have such other  effects  as
are provided in the Louisiana Business Corporation Law.

     Section  1.5   Directors  and  Officers;  Articles  of
Incorporation.

          (a)  After  the   Effective   Time  and  until  their
successors  shall  have  been  duly elected or  appointed,  the
directors of Tong Acquisition will  be  the  directors  of  the
surviving corporation and the officers of Tong Acquisition will
be the officers of Tong.

          (b)  The    Articles   of   Incorporation   of   Tong
Acquisition, as in effect  immediately  prior  to the Effective
Time, shall be amended as provided in the Certificate of Merger
to change its name to "Tong Rentals and Supply Company, Inc."

          (c)  The  Bylaws  of  Tong Acquisition as  in  effect
immediately prior to the Effective  Time shall be the Bylaws of
the  surviving  corporation  after  the  Effective  Time  until
thereafter duly amended.


                            ARTICLE 2
                   CONVERSION OF STOCK; PAYMENT

     Section 2.1 Conversion of Shares of Tong; Payment.

          (a)  At the Effective Time, by reason  of the Merger,
each of the issued and outstanding shares of Tong  Common Stock
immediately prior to the Effective Time shall, by virtue of the
Merger,  be  converted  into the right to receive (i) 152.46279
shares of SESI Common Stock  (i.e., that number of full shares,
rounded to the nearest whole share,  as  shall be determined by
dividing  $5,500,000 by the closing price of  the  SESI  Common
Stock on the  Nasdaq  National  Market  on the day prior to the
Closing  Date), and (ii) $762.31397 cash (i.e.,  $5,500,000  in
the aggregate).   Each  share  of  Tong  Common  Stock  held in
treasury shall be canceled.

          (b)  At  the Effective Time, by reason of the Merger,
each share of Tong Common  Stock  outstanding immediately prior
to the Merger shall be canceled.

     Section  2.2  Delivery  and  Exchange   of   Certificates.
Following the Effective Time, Shareholder shall deliver to Tong
Acquisition  all certificates formerly representing  shares  of
Tong Common Stock.   Upon  such delivery, SESI shall deliver to
Shareholder  a  certificate or  certificates  representing  the
shares of SESI Common  Stock  into  which  such  shares of Tong
Common Stock have been converted together with the cash payment
specified   in  Section  2.1(a).   Until  so  delivered,   each
certificate  which,  before  the  Effective  Time,  represented
shares of Tong  Common  Stock, shall be deemed for all purposes
to represent the number of  whole  shares  of SESI Common Stock
into   which  the  shares  of  Tong  Common  Stock  theretofore
represented thereby shall have been converted.


                            ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES
                     OF TONG AND SHAREHOLDER

     Except  as  set  forth  in  the  Disclosure  Schedule, (a)
Shareholder,  with  respect  to  matters  relating  to himself,
represents and warrants to and agrees with SESI as set forth as
follows   in   Sections  3.1  through  3.5  and  (b)  Tong  and
Shareholder, jointly,  severally  and  in solido, represent and
warrant to and agree with SESI as follows  with  respect to the
matters set forth in Sections 3.6 through 3.31:

     Section 3.1 Ownership. Shareholder is, and at  the Closing
Date will be, the record and beneficial owner of the  number of
shares  of  Tong  Common  Stock,  which  are represented by the
certificates bearing the numbers, shown opposite  his  name  in
the  Disclosure  Schedule.   Shareholder has and at the Closing
Date will have good and marketable title to all such shares and
the absolute right to deliver  such  shares  in accordance with
the terms hereof, free and clear of all Liens.

     Section 3.2 Authority. Shareholder 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
Shareholder   and   constitutes,   and  each  other  agreement,
instrument  or  documents  executed  or   to   be  executed  by
Shareholder  in  connection with the transactions  contemplated
hereby has been, or  when  executed  will be, duly executed and
delivered by Shareholder and constitutes,  or when executed and
delivered   will  constitute,  a  valid  and  legally   binding
obligation of  Shareholder,  enforceable against Shareholder 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 3.3 Noncontravention.  The execution, delivery and
performance   by  Shareholder  of  this   Agreement   and   the
consummation by  Shareholder  of  the transactions contemplated
hereby  do  not  and will not (a) result  in  the  creation  or
imposition of any  Lien  upon  the  Tong  Common  Stock held by
Shareholder  or  (b)  violate  any Applicable Law binding  upon
Shareholder.

     Section 3.4 Legal Proceedings.   There  are no Proceedings
pending or, to the knowledge of Shareholder threatened  seeking
to  restrain,  prohibit  or  obtain  damages or other relief in
connection with this Agreement or the transactions contemplated
hereby.

     Section 3.5 Investment Representation.

          (a)  Shareholder 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 Shareholder  or  (ii)  pursuant  to  an  applicable
exemption  under the Securities Act.  In receiving SESI  Common
Stock, Shareholder  is  not  offering  or selling, and will not
offer and sell, for SESI in connection with any distribution of
such  SESI  Common Stock, and Shareholder  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.

          (b)  Shareholder represents that he is an "accredited
investor" as that  term  is  defined  in Regulation D under the
Securities Act and that he is able to fend  for himself and can
bear  the  economic risk of his investment in the  SESI  Common
Stock.

          (c)  Shareholder 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.

          (d)  Shareholder  has  received  from  SESI  and  has
reviewed  with  his  representatives a copy of each of the SESI
Disclosure Documents. Shareholder 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 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.

          (e)  Shareholder  understands that  the  SESI  Common
Stock acquired pursuant hereto  has  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 Shareholder's representations set forth herein.

          (f)  Shareholder  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
Shareholder   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.   Shareholder   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. Shareholder
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  one  year)  and other
requirements of Rule 144 have been satisfied.

          (g)  Shareholder  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  3.6  Organization;  Qualification;  Subsidiaries.
Tong 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 Tong are pending.  Tong 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.    Tong  has  no
subsidiaries or equity interests in any other Person.

     Section  3.7 Capital Stock.  The authorized capital  stock
of Tong consists  of  10,000  shares  of  Tong Common Stock, of
which 7,214.875 shares are issued and outstanding  and  430.125
are  held  in its treasury.  Following the consummation of  the
transactions  contemplated by this Agreement, SESI will own all
of the issued and  outstanding  capital  stock  of  Tong.   All
issued  and  outstanding  shares of Tong Common Stock have been
duly authorized and are validly  issued,  fully  paid  and non-
assessable.   There  are  no outstanding stock options or other
rights to acquire any shares  of  the  capital stock of Tong or
any security convertible into Tong Common Stock and Tong has no
obligation or other commitment to issue, sell or deliver any of
the foregoing or any shares of its capital  stock.   All shares
of  Tong  Common Stock have been issued in compliance with  all
legal requirements  and without violation of any pre-emptive or
similar rights.

     Section 3.8 Corporate  Authorization; Enforceability.  The
execution, delivery and performance  of this Agreement has been
duly authorized by the Board of Directors of Tong.  Shareholder
is  the sole holder of all of the outstanding  shares  of  Tong
Common  Stock.   The execution of this Agreement by Shareholder
constitutes  his  written   unanimous   consent   as  the  sole
shareholder  of  Tong  to  the  Merger  and  to  the execution,
delivery and performance by Tong of this Agreement.  No further
vote  or  consent of shareholders or directors of Tong  and  no
further corporate  acts  or  other  corporate  proceedings  are
required   of   Tong  for  the  due  and  valid  authorization,
execution, delivery  and  performance  of this Agreement or the
consummation of the Merger.  Subject to  such  filings  as  are
required  by Applicable Law, this Agreement is the legal, valid
and binding  obligation of Tong and is enforceable against Tong
in accordance  with  its  terms, except that enforcement may be
limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium  and other similar laws affecting creditors'  rights
generally  and   equitable   principles  which  may  limit  the
availability   of  certain  equitable   remedies   in   certain
instances.

     Section  3.9  Consent.   Except  for  the  filing  of  the
Certificate of Merger with the Louisiana Secretary of State, 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 Tong in connection
with the execution, delivery or performance  by  Tong  of  this
Agreement  or  the  consummation  by  it  of  the  transactions
contemplated hereby.

     Section 3.10 No Conflict.  Neither the execution  and  the
delivery  of  this  Agreement  by  Tong or Shareholder, 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 any of Tong's properties or assets under any of  the
terms,   conditions   or   provisions   of   its   Articles  of
Incorporation or any note, bond, mortgage, indenture,  deed  of
trust,  lease,  license,  loan agreement or other instrument or
obligation to or by which it  or any of its assets is bound, or
(e) violate any order, writ, injunction,  decree, statute, rule
or regulation of any Governmental Entity applicable  to  it  or
any of its assets.

     Section  3.11  Charter.  Shareholder has made available to
SESI  accurate  and complete copies  of  (a)  the  Articles  of
Incorporation of  Tong,  (b)  the stock records of Tong and (c)
the minutes of all meetings of  the Board of Directors of Tong,
any committees of such board and  the stockholders of Tong (and
all consents in lieu of such meetings).   Such records, minutes
and consents accurately reflect the stock ownership of Tong and
all  actions  taken by the Board of Directors,  committees  and
stockholders.  Tong is not in violation of any provision of its
Articles of Incorporation.

     Section 3.12  Tong's Financial Statements.  The Disclosure
Schedule  contains  true   and  complete  copies  of  the  Tong
Financial Statements.  The Tong  Financial  Statements (a) have
been  prepared  from  the  books  and records of Tong  and  are
complete, correct and in accordance  with  the books of account
and  records  of  Tong  and  (b) accurately and fairly  present
Tong's financial position as of  the  respective  dates thereof
and  results of operations and cash flows for the periods  then
ended.   Tong  has  not  since  the  date  of  the Tong Interim
Financial  Statements  incurred  any  liability  or  obligation
(whether   accrued,   absolute,   contingent,  unliquidated  or
otherwise),  except  (i)  liabilities  reflected  in  the  Tong
Interim Financial Statements, (ii) liabilities described in the
notes accompanying the Tong  Annual Financial Statements, (iii)
current liabilities which have  arisen  since  the  date of the
Tong  Interim  Financial  Statements in the ordinary course  of
business (none of which is  a  material liability for breach of
contract, tort or infringement)  and  (iv)  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 3.13  Accounts  Receivable.   All  of the accounts
receivable  reflected on the Tong Interim Financial  Statements
or  created  thereafter   have   arisen  only  from  bona  fide
transactions  in  the ordinary course  of  business,  represent
valid obligations owing  to  Tong  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   when   due,   without   any
counterclaims,  setoffs or other defenses and without provision
for any allowance  for  uncollectible  accounts other than such
allowance as appears in the Tong Interim Financial Statements.

     Section 3.14 Absence of Certain Changes.   Since April 30,
1997 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 Tong.  Tong has
not since April 30, 1997:

          (a)  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;

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

          (c)  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;

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

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

          (f)  subjected any of its assets to  any  Lien  other
than Permitted Liens;

          (g)  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, directors or employees;

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

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

          (j)  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;

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

          (l)  except  for the execution and delivery  of  this
Agreement, issued any stock  or merged or consolidated with any
other business or agreed to do so;

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

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

          (o)  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 $25,000  or
more;

          (p)  loaned any money to any Person;

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

          (r)  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 Tong that may reasonably
be expected to give rise to any such  notification,  warning or
inquiry;

          (s)  transferred any asset, right or interest  to, or
entered  into  any  transaction  with any Shareholder or any of
their Affiliates;

          (t)  amended its Articles of Incorporation;

          (u)  received notice or  had  knowledge  or reason to
believe that any substantial customer of Tong has terminated or
intends to terminate its relationship with Tong;

          (v)  waived  any right in connection with any  aspect
of  its business that could  have  a  material  effect  on  the
business of Tong; or

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

     Section 3.15 Suppliers and Customers.  To the knowledge of
Shareholder, (a) no supplier providing  products,  materials or
services  to  Tong  intends  to  cease  selling  such products,
materials or services to Tong or to limit or reduce  such sales
to  Tong  or  materially alter the terms or conditions of  such
sales and (b) no  customer  of Tong intends to terminate, limit
or reduce its or their business relations with Tong.

     Section 3.16 Properties.

          (a)  Tong does not own, and has never owned, any real
property other than as described  in  the  Disclosure Schedule.
Tong  has  good  title  to all material properties  and  assets
reflected in the Disclosure  Schedule,  free  and  clear of any
Liens.

          (b)  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.  Tong is
in  full  compliance  with  and  has  not  received a notice of
default under any Lease and Tong is not 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 Tong.

          (c)  Except as described  in the Disclosure Schedule,
there  are no developments affecting any  of  Tong'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 3.17 Permits; Compliance  with Laws.  Tong (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 3.18 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.   Tong  and  each  other  party  to  each  Material
Contract are in compliance in all material  respects  with  the
provisions of such Material Contract.

     Section 3.19 Litigation.  There are no Proceedings pending
or   threatened   against   Tong   and,  to  the  knowledge  of
Shareholder, there have been no events  and  there are no facts
or circumstances that could result in any Proceedings.

     Section  3.20  Environmental  Matters.   Tong  is  not  in
violation of any Applicable Law relating to the environment and
Tong  is not a party to any proposed removal, response,  remedy
or remedial  action.  Tong has not received any notice that 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 with respect
to any of Tong's  leased  or  owned properties.  The properties
currently and previously leased  or  owned  by Tong 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.  Tong has made available to SESI all internal
and  external  environmental  audits  and  studies   in  Tong's
possession relating to the leased  or  owned properties of Tong
and  all  correspondence  on substantial environmental  matters
relating to the leased or owned properties of Tong.


     Section 3.21 ERISA and Related Matters.

          (a)  The Disclosure Schedule lists each Employee Plan
that Tong maintains, administers,  contributes  to,  or has any
contingent liability with respect thereto.  Tong 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.

          (b)  Tong  does  not  maintain  or administer and has
never maintained or administered an Employee  Plan  which is or
was  (i) a  plan  subject  to  Title  IV  of  ERISA  or  (ii) a
Multiemployer Plan.

          (c)  The  Disclosure Schedule identifies each Benefit
Arrangement that Tong maintains, or administers.  Except as set
forth  in  the  Disclosure   Schedule,   Tong   has   made  all
contributions  to  and has no contingent liability with respect
to any of its Benefit Arrangements.  Tong has furnished to SESI
copies or descriptions  of  each  Benefit  Arrangement.  To the
knowledge  of  Shareholder,  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.

          (d)  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.   Tong  has  not
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.

          (e)  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  Shareholder,  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
Shareholder,  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.

          (f)  To  the  knowledge  of Shareholder, full payment
has been made of all amounts which Tong 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.

          (g)  To  the  knowledge of Shareholder, neither  Tong
nor any of its shareholders,  directors,  officers or employers
has engaged in any transaction with respect to an Employee Plan
that could subject Tong to a tax, penalty or  liability  for  a
prohibited  transaction,  as defined in Section 406 of ERISA or
Section 4975 of the Code.

          (h)  To the knowledge  of  Shareholder,  Tong  has no
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 Tong or a dependent
thereof.

          (i)  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 Tong,
any  employees or directors  of  Tong,  or  any  fiduciary  (as
defined  in  ERISA  Section  3(21))  of  such  Employee Plan or
Benefit Arrangement.

          (j)  No  employee  or  former employee of  Tong  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.

          (k)  Tong is not 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 3.22 Taxes.

          (a)  All Returns required to be filed by or on behalf
of Tong have been duly filed on a timely basis and such Returns
(including  all  attached  statements  and schedules) are true,
complete and correct.  All Taxes have been  paid  in  full on a
timely  basis,  and  no  other  Taxes  are payable by Tong 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.

          (b)  Tong  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.

          (c)  There  are no Liens on any of the assets of Tong
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.

          (d)  Tong has  furnished  or  made  available to SESI
true and complete copies of:  (i) all federal and  state income
and franchise tax returns of Tong 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 Tong or on its behalf relating to Taxes.

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

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

               (ii) No deficiencies exist or have been asserted
(either formally or informally)  or are expected to be asserted
with respect to Taxes of Tong, and  no  notice (either formally
or informally) has been received by Tong  that it has not filed
a Return or paid Taxes required to be filed or paid by it.

               (iii) Tong is not 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 it or any of its assets.

               (iv) 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 Tong.

               (v)  There   are   no   requests   for  rulings,
subpoenas or requests for information pending with  respect  to
Tong.

               (vi) No  power  of  attorney has been granted by
Tong, with respect to any matter relating to Taxes.

               (vii) The amount of liability  for  unpaid Taxes
of Tong for all periods ending on or before the Effective  Time
will  not,  in  the aggregate, exceed the amount of the current
liability accruals  for  Taxes (excluding reserves for deferred
Taxes), as such accruals are  reflected on the balance sheet of
Tong as of the Closing Date.

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

               (i)  Tong has not made an  election,  and is not
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.

               (ii) Tong   has   not  issued  or  assumed   any
indebtedness that is subject to section 279(b) of the Code.

               (iii) Tong has not 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.

               (iv) No election has been made under Section 338
of the Code with respect  to  Tong and no action has been taken
that would result in any income  tax  liability  to  Tong  as a
result of deemed election within the meaning of Section 338  of
the Code.

               (v)  No consent under Section 341(f) of the Code
has been filed with respect to Tong.

               (vi) Tong  has not agreed, nor is it required to
make, any adjustment under  Code  Section  481(a)  by reason of
change in accounting method or otherwise.

               (vii) Tong has not disposed of any property that
has been accounted for under the installment method.

               (viii) Tong is not a party to any interest  rate
swap, currency swap or similar transaction.

               (ix) Tong  is  not 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 Tong.

               (x)  Tong    has   not   participated   in   any
international boycott as defined in Code Section 999.

               (xi) Tong is not  subject  to any joint venture,
partnership or other arrangement or contract that is treated as
a partnership for federal income tax purposes.

               (xii)  Tong has not made any  of  the  foregoing
elections and is not required  to  apply  any  of the foregoing
rules   under   any  comparable  state  or  local  income   tax
provisions.

               (xiii)  Tong  does  not have and has never 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.

               (xiv) 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.

          (g)  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 January 1, 1994:

               (i)  All material  tax  elections in effect with
                    respect to Tong;

               (ii) The net operating losses of Tong by taxable
                    year;

               (iii)The net capital losses of Tong; and

               (iv) The tax credit carry overs of Tong.

          (h)  (i)  Neither Shareholder  nor  Tong has taken or
agreed  to take any action that would prevent the  Merger  from
constituting  a  reorganization qualifying under the provisions
of section 368(a) of the Code.

               (ii) There   is   no   plan   or   intention  by
Shareholder to sell, exchange or otherwise dispose  of a number
of  shares  of  SESI Common Stock to be received in the  Merger
that would reduce  the  Shareholder's  ownership of SESI Common
Stock to a number of shares having a value, as of the Effective
Time, of less than 50 percent of the value  of  all of the Tong
Common  Stock  outstanding  immediately prior to the  Effective
Time.

               (iii) Immediately  following the Effective Time,
Tong Acquisition will hold at least  90  percent  of  the  fair
market  value of the net assets of Tong and at least 70 percent
of the fair  market  value  of  the  gross  assets of Tong held
immediately    prior    thereto.     For   purposes   of   this
representation, amounts used by Tong to pay Merger expenses and
all redemptions and distributions made by Tong will be included
as assets of Tong immediately prior to the Merger.

               (iv) Shareholder and Tong  will  each  pay their
respective  expenses,  if any, incurred in connection with  the
Merger.

               (v)  There  is  no  intercorporate  indebtedness
existing  between  Tong  and  SESI  or  between  Tong  and Tong
Acquisition that was issued, acquired or will be settled  at  a
discount.

               (vi) Tong   is  not  an  investment  company  as
defined in Section 368(a)(3)(A) of the Code.

     Section 3.23 Transactions  with  Certain  Persons.  Except
for   employment  relationships  in  the  ordinary  course   of
business,  no  employee  of  Tong or any of their Affiliates is
presently  a  party  to any transaction  with  Tong,  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 3.24 Intellectual Property.  Tong either  owns  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 Tong.  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.  Tong is in compliance  with all
such  licenses  and agreements and there are no pending or,  to
the   knowledge   of    Shareholder,   threatened   Proceedings
challenging or questioning the validity or effectiveness of any
license or agreement relating  to such property or the right of
Tong to use, copy, modify or distribute the same.

     Section 3.25 Insurance.  SESI  has been provided access to
all  insurance  policies  or  binders which  relate  to  Tong's
business.  All premiums due under  such  policies  and  binders
have  been paid or accrued for on the Tong 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  Tong  and  no  notice  of
disallowance of any claim under any insurance policy or binder,
whether or not currently  in effect, has been received by Tong.
Tong has no liability for or  exposure  to  any premium expense
for expired policies and there are no current  claims  by  Tong
under  any  such  policy  or  binder  nor are there any insured
losses for which claims have not been made.

     Section 3.26 Safety and Health.  The  property  and assets
of Tong 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.
Tong has not 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 Shareholder, no such investigation  or  inquiry is
planned or threatened.

     Section  3.27  Bank  Accounts;  Powers  of Attorney.   The
Disclosure  Schedule  sets  forth  with  respect to  each  bank
account  or  cash  account  maintained  by Tong  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  3.28  Compensation  Agreements.   The  Disclosure
Schedule  lists  all  written employment, commission, bonus  or
other compensation and consulting agreements to which Tong is a
party.  Except as set forth on the Disclosure Schedule, Tong is
not  a party to any written  or  oral  employment,  commission,
bonus  or other compensation or consulting agreement which Tong
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  3.29  Director  and Officer Indemnification.  The
directors   and  officers  of  Tong   are   not   entitled   to
indemnification   by   Tong,   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 Tong.

     Section 3.30  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  3.31   Effectiveness   of  Representations   and
Warranties.  All of the representations  and warranties of Tong
and Shareholder in this Agreement shall be true in all material
respects on the Closing Date and shall be  deemed  to have been
made  again  by  Tong and Shareholder on and as of the  Closing
Date.


                            ARTICLE 4
              REPRESENTATIONS AND WARRANTIES OF SESI
                       AND TONG ACQUISITION

     SESI and Tong  Acquisition  represent  and  warrant to and
agree with Tong and Shareholder as follows:

     Section  4.1 Organization.  SESI and Tong Acquisition  are
corporations duly  organized,  validly  existing  and  in  good
standing   under   the   laws   of   Delaware   and  Louisiana,
respectively,  and  have  all  requisite  corporate  power  and
authority to own their properties and carry on their businesses
as now being conducted.

     Section  4.2  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,
19,027,867  of  which  are validly issued and outstanding,  and
5,000,000 of preferred stock, $.01 par value, none of which are
outstanding.  SESI owns  all  of  the  issued  and  outstanding
shares of Tong Acquisition's capital stock.

     Section 4.3 Authority; Enforceability.  Each of  SESI  and
Tong   Acquisition   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 each of SESI and
Tong Acquisition and no other corporate proceedings on the part
of either  SESI  or Tong Acquisition are necessary to authorize
this  Agreement  or   to   consummate   the   transactions   so
contemplated.   This  Agreement  has  been  duly  executed  and
delivered  by each of SESI and Tong Acquisition and constitutes
a valid and  binding  obligation  of  each  of  SESI  and  Tong
Acquisition,  enforceable  against  each  of them 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 4.4 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 either SESI or Tong Acquisition  of
this Agreement or  the  consummation  by  either  SESI  or Tong
Acquisition  of  the transactions contemplated hereby.  Neither
the execution and  delivery of this Agreement by either SESI or
Tong Acquisition, nor  the  consummation  of  the  transactions
contemplated hereby, will violate any of the provisions  of the
Articles  of  Incorporation  or  Bylaws  of either SESI or Tong
Acquisition 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 either SESI or Tong Acquisition
or to which either  SESI  or  Tong  Acquisition is subject or a
party, or constitute a default thereunder,  or  result  in  the
creation  of  any  Lien upon any of the assets or result in the
creation of any Lien  upon  any of the assets of either SESI or
Tong  Acquisition,  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 either SESI  or  Tong Acquisition or (b)
either SESI's or Tong Acquisition's ability  to  consummate any
of the transactions contemplated hereby.

     Section 4.5 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  4.6   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  4.7   Effectiveness   of   Representations   and
Warranties.   All of the representations and warranties of SESI
and Tong Acquisition  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 and Tong Acquisition on and as of
the Closing Date.


                            ARTICLE 5
                      PRE-CLOSING COVENANTS

     Section 5.1 Legal Requirements.  Subject to the conditions
set forth in Section 6 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,  Tong Acquisition, Tong and
Shareholder  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 5.2 Access to Properties  and  Records.  Until the
Closing  Date, Tong and Shareholder shall allow  SESI  and  its
authorized  representatives full access, during normal business
hours and on  reasonable  notice,  to all of Tong'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 Tong's business and assets.  Tong and Shareholder
shall  further  use  their best efforts to cause the employees,
counsel and regular independent certified public accountants of
Tong to be available upon reasonable notice to answer questions
of SESI's representatives  concerning  the business and affairs
of Tong, 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 Tong.

     Section  5.3 Conduct of Business.  From and after the date
of this Agreement  and  until  the  Closing Date, SESI and Tong
shall each conduct their respective businesses  in the ordinary
course and consistently with past practice, except as expressly
required or otherwise permitted by this Agreement  or disclosed
in  the  Disclosure Schedule, 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 5.4 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 parties, 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 5.5 No Solicitation.  Shareholder and  Tong  will
not to prior to  the  Closing  Date  or the termination of this
Agreement pursuant to Section 8.1, (nor will they permit any of
their affiliates or any of Tong'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
Tong's business and properties or any Tong Common Stock whether
by merger, purchase of assets,  purchase of stock or otherwise.
Shareholder and Tong will notify  SESI promptly upon receipt of
any inquiry, offer or other communication  from any third party
regarding any such activities.

     Section 5.6 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 6
                        CLOSING CONDITIONS

     Section 6.1 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:

          (a)  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.

          (b)  SESI  and Tong shall have received an opinion of
Jones, Walker, Waechter,  Poitevent,  Carrere & Denegre, L.L.P.
to  the  effect  that the Merger constitutes  a  reorganization
within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of
the Code, that Shareholder  will  recognize no gain or loss for
federal income tax purposes with respect  to  SESI Common Stock
received by him in connection with the Merger, and that no gain
or loss for federal income tax purposes will be  recognized  by
SESI, Tong Acquisition or Tong as a result of the Merger.

          (c)  Shareholder   shall   have   entered   into  the
Employment Agreement.

     Section 6.2  Conditions  to Obligations of SESI and  Tong
Acquisition.  The obligations of  SESI  and Tong Acquisition to
consummate the transactions contemplated  by this Agreement are
subject to the satisfaction of the following  conditions unless
waived by SESI and Tong Acquisition:

          (a)  The representations and warranties  of  Tong and
Shareholder  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 Tong and Shareholder 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.
          (b)  All consents  and  approvals  of  third  parties
necessary for consummation of the transactions contemplated  by
this  Agreement shall have been obtained.  Tong and Shareholder
shall have  used  their  best  efforts  to obtain all necessary
permits,  authorizations,  consents and approvals  required  by
such Governmental Entities prior to the Closing Date.

          (c)  SESI  shall  have  had  a  full  opportunity  to
conduct  inspections  of the operating  assets  and  books  and
records  of Tong.  Tong  shall  have  provided  SESI  certified
copies of  its  Articles  of  Incorporation 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.

          (d)  SESI shall have received a certificate of a duly
authorized officer of Tong, 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 as to such other matters as SESI
shall reasonably request.

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

     Section  6.3   Conditions  to  Obligations  of  Tong  and
Shareholder.   The  obligations  of  Tong  and  Shareholder  to
consummate the transactions  contemplated by this Agreement are
subject  to  the  satisfaction for  the  following  conditions,
unless waived by Shareholder:

          (a)  The  representations  and warranties of SESI and
Tong Acquisition 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 and Tong Acquisition 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.

          (b)  Tong  and  Shareholder  shall  have  received  a
certificate  of  a  duly  authorized  officer  of SESI and Tong
Acquisition, dated the Closing Date, and 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  Tong  and
Shareholder shall reasonably request.


                            ARTICLE 7
                      POST-CLOSING COVENANTS

     Section 7.1 Registration Rights.

          (a)  Shareholder  may  request  in  writing that SESI
effect the registration under the Securities Act  of all or any
part   of   the   Registrable   Shares  owned  by  Shareholder.
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 7.1(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  Shareholder  to  resell
Registrable  Shares pursuant to such registration statement  if
SESI reasonably concludes, after consultation with Shareholder,
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.

          (b)  Whenever  SESI  proposes  to file a registration
statement (other than pursuant to Section  7.1(a))  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 Shareholder of its intention to do  so  and,
upon the written  request  of  Shareholder 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 Shareholder 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
Shareholder;  provided  that  SESI  shall  have  the  right  to
postpone or withdraw any registration effected pursuant to this
Section   7.1(b)   without   obligation   to  Shareholder.   In
connection   with  any  offering  under  this  Section   7.1(b)
involving  an underwriting,  SESI  shall  not  be  required  to
include any  Registrable  Shares  in  such  offering unless the
holders thereof accept 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 Shareholder 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.

          (c)  SESI  will pay all the expenses incurred by SESI
in  complying  with  this   Section   7.1,  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 Shareholder's
own counsel.

          (d)  Shareholder agrees not to effect any public sale
or distribution (including  sales  pursuant  to  Rule  144)  of
Registrable Shares during the seven (7) days prior to (provided
that  Shareholder receives a notice from SESI of a commencement
of such  7-day  period) and up to a 180-day period beginning on
the effective date  of  any  underwritten registration effected
pursuant  to  Section  7.1(a)  or   any  registration  effected
pursuant  to  Section  7.1(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.

          (e)  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.

          (f)  Each 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 7.1.

          (g)  SESI agrees to:

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

               (ii) 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

                (iii) furnish  to  any  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.


                            ARTICLE 8
                    TERMINATION AND AMENDMENT

     Section 8.1 Termination.  This Agreement may be terminated
and may be abandoned at any time prior to the Closing Date:

          (a)  by mutual consent of SESI and Tong;

          (b)  by SESI or Tong, 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  Tong  or
Shareholder  or on the part of SESI or Tong Acquisition, 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

          (c)  by SESI or Tong if the transactions contemplated
by this Agreement shall not have  been consummated on or before
June 15,  1997;  provided,  that the right  to  terminate  this
Agreement under this Section  8.1(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 8.2 Effect of Termination.  In  the  event  of  a
termination of  this Agreement as provided in Section 8.1, this
Agreement shall forthwith  become  void  and  there shall be no
liability or obligation under any provisions hereof on the part
of  SESI  or  Tong  or their respective officers, directors  or
stockholders,  except   (a)   pursuant  to  the  covenants  and
agreements contained in Section  11.1  and this Section 8.2 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 8.3 Amendment.   This Agreement may not be amended
except  by  an instrument in writing  signed  by  each  of  the
parties hereto.

     Section  8.4  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 9
                    INDEMNIFICATION; REMEDIES

     Section 9.1  Indemnification by Shareholder.   Except  as
otherwise expressly  provided  in  this  Article 9, Shareholder
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 Shareholder 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  Shareholder  under   this
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 Shareholder in this Agreement
(as to which  there  shall  be  no Minimum Amount), Shareholder
shall have no liability under Section  9.1(a)  unless and until
the aggregate of all Losses resulting therefrom exceeds $25,000
(the   "Shareholder's   Minimum   Amount"),   in   which  event
Shareholder  shall  be  liable  for  all  Losses  in excess  of
Shareholder's Minimum Amount.

     Section 9.2 Indemnification by SESI.  Except as  otherwise
expressly  provided  in  this  Article  9,  SESI  shall defend,
indemnify  and  hold  harmless to Shareholder and each  of  the
Shareholder's successors  and  assigns  (Shareholder  and  such
persons,  collectively,  "Shareholder's  Indemnified Persons"),
and shall reimburse Shareholder's Indemnified Persons for, from
and against all Losses imposed on or incurred  by Shareholder'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
Shareholder'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 except  for  a  knowing and intentional breach of
any representation or warranty of SESI in this Agreement (as to
which there shall be no Minimum  Amount),  SESI  shall  have no
liability  under  this  Section  9.2(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 9.3 Notice  and Defense of Third Party Claims.  If
any third party demand, claim,  action  or  proceeding shall be
brought or asserted under this Article 9 against an indemnified
party  or any successor thereto (the "Indemnified  Person")  in
respect  of  which indemnity may be sought under this Article 9
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 9
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  Personal 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  9 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.

     Section 9.4 Survival of Representations and Warranties.

          (a)    The  obligation  of Shareholder  to  indemnify
SESI's  Indemnified  Persons  pursuant  to  Section  9.1  shall
survive the consummation of the  transactions  contemplated  by
this Agreement, as follows:

               (i)  with  respect  to  the  representations and
warranties in Sections 3.1 and 3.7, indefinitely;

               (ii) with  respect  to  the representations  and
warranties in Sections 3.20 and 3.22, until  the  expiration of
the applicable statute of limitations period; and

               (iii)  with respect to all other representations
and  warranties of Tong  and  the  Shareholder  and  any  other
matters covered by Section 9.1, until the second anniversary of
the Closing Date.

          (b)     The   obligation   of   SESI   to   indemnify
Shareholder's Indemnified Persons pursuant to Section 9.2 shall
survive  the  consummation of the transactions contemplated  by
this Agreement, as follows:

               (i)  with  respect  to  the  representations and
warranties in Section 4.2, indefinitely; and

               (ii) with  respect to all other  representations
and warranties of SESI and any other matters covered by Section
9.2, until the second anniversary of the Closing Date.

          (c)     The   obligations    of   the   parties   for
indemnification under this Article 9 shall  terminate after the
expiration of the periods indicated in subsections  (a) and (b)
of this Section 9.4, except with respect to any Loss  which has
been  the  subject of written notice to the party against  whom
such claim of  Loss is asserted prior to the expiration of such
period, which notice  will  preserve  such  claim  until  it is
liquidated  or  otherwise  finally  resolved  pursuant  to  the
procedures set forth in Sections 9.3 and 9.4 of this Agreement.

          (d)   The provisions of this Article 9 shall apply to
any  claim  of  Loss  resulting  or arising from any untruth or
inaccuracy of any representation or  warranty  of  any party to
this  Agreement  which gives rise to an indemnity to one  party
from another party  or  parties,  with the intent that all such
claims  shall  be  subject to the procedures,  limitations  and
other   provisions  contained   in   this   Article   9.    The
indemnification  provided by Sections 9.1 and Section 9.2 shall
be  the sole and exclusive  remedy  available  to  the  parties
hereto   for   any   breach   or   inaccuracy  of  any  of  the
representations  or warranties by a party  set  forth  in  this
Agreement.  Notwithstanding  the  foregoing,  the provisions of
this Article 9 shall not be deemed to preclude an action by any
party  for,  or  a recovery pursuant to a final decision  of  a
court of competent  jurisdiction against any party for, actual,
and not negligent or unintentional, fraud.


                            ARTICLE 10
                          DEFINED TERMS

     Section 10.1 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.

     "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 Agreement  and Plan of Merger,
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  (a) is  maintained, administered or contributed to
by the employer and (b) 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.

     "Certificate  of  Merger" shall mean  the  Certificate  of
Merger in the form attached hereto as Exhibit "A".

     "Closing"  means the  consummation  of  the Merger 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
Tong  and  Shareholder  in  accordance  with   the   applicable
provisions of this Agreement.

     "Effective Time" shall have the meaning ascribed  to it in
Section 1.4 hereof.

     "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  Tong  is
subject  having  future rental payments of more than $25,000 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, to  which  Tong  or  its  property  is  subject, which
provides  for future payments by Tong of more than  $25,000  in
the aggregate.

     "Merger"  means  the  merger  of  Tong  with and into Tong
Acquisition pursuant to this Agreement and the  Certificate  of
Merger.

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

     "Permitted  Liens"  shall  mean  any mechanic's, worker's,
materialmen's, operator's, maritime or other liens arising as a
matter of law in the ordinary course of business.

     "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.

     "Registrable Shares"  means  SESI  Common  Stock issued to
Shareholder  pursuant  to  this Agreement that cannot  be  sold
without restriction under Rule 145(d) under the Securities Act.

     "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, 1996, as
amended by a Form 10-KSB/A, SESI's Quarterly Report on Form 10-
QSB for the quarter ended March 31, 1997 and any other document
filed  by  SESI with the Securities and Exchange Commission  in
accordance with the Exchange Act prior to the Closing Date.

     "Taxes"  shall  mean any federal, state, local, foreign 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).

     "Tong  Annual  Financial   Statements"   shall   mean  the
unaudited  balance  sheet  and related unaudited statements  of
income, stockholders' equity  and  cash  flows, and the related
notes thereto of Tong as of and for the fiscal  year ended June
30, 1996.

     "Tong Common Stock" shall mean the issued and  outstanding
common stock, par value $5.00 per share, of Tong and  owned  by
Shareholder.

     "Tong  Financial  Statements"  shall  mean the Tong Annual
Financial Statements and the Tong Interim Financial Statements,
collectively.

     "Tong  Interim  Financial  Statements"  shall   mean   the
unaudited balance sheet and the related unaudited statements of
income  and  cash  flows  of  Tong  as of and for the ten-month
period ended April 30, 1997.


                                1

                            ARTICLE 11
                          MISCELLANEOUS

     Section 11.1  Confidentiality.  Until  the  Closing Date and
subsequent  to  the termination of this Agreement  pursuant  to
Section 8.1, SESI  will keep confidential and will not disclose
to any third party any  information obtained by it from Tong or
Shareholder's representatives 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 11.2  Notices.  All  notices  hereunder  must  be in
writing  and  shall  be  deemed  to  have 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 or Tong Acquisition, to:

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

     if to Tong or Shareholder:

     101 W. Saul Drive
     Scott, LA 70583
     Facsimile transmission No.:  318-232-3835

     Section 11.3 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 11.4   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 11.5  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 11.6 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 11.7 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 11.8 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 Hall
                                --------------------------------
                                      Terence Hall,  President


                             TONG RENTALS AND SUPPLY ACQUISITION, INC.


                             By:  /s/ Terence Hall
                                --------------------------------
                                      Terence Hall,  President


                             TONG  RENTALS  AND SUPPLY COMPANY, INC.


                             By:  /s/ Rufus L. Patin
                                --------------------------------
                                      Rufus L. Patin, President


                             SHAREHOLDER:

                                   /s/  Rufus L. Patin
                             ------------------------------------
                                           Rufus L. Patin