=====================================================================
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                 FORM 10-K
(MARK ONE)
 [ X ]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
                                    OR
 [   ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM.........TO........
                        COMMISSION FILE NO. 0-20310
                      SUPERIOR ENERGY SERVICES, INC.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

           1105 Peters Road
              Harvey, LA                            70058
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

               Registrant's telephone number: (504) 362-4321


        Securities registered pursuant to Section 12(b) of the Act:

                                   NONE

        Securities registered pursuant to Section 12(g) of the Act:

                               Common Stock

Indicate  by  check  mark  whether the registrant (1) has filed all reports
required to be filed by Section  13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such  reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  X       No___

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


The  aggregate  market  value of the voting stock held by non-affiliates of
the Registrant at March 15,  2000  based  on  the  closing  price on Nasdaq
National Market on that date was $308,300,000.

The number of shares of the Registrant's common stock outstanding  on March
15, 2000 was 59,926,289.

                    DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2000 Annual
Meeting of Stockholders have been incorporated by reference into Part IV of
this Form 10-K.



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

<PAGE>
                      SUPERIOR ENERGY SERVICES, INC.
                      ANNUAL REPORT ON FORM 10-K FOR
                  THE FISCAL YEAR ENDED DECEMBER 31, 1999

                             TABLE OF CONTENTS

                                                                           PAGE


PART I


   Items 1. & 2.  Business and Properties                                      1

   Item 3.        Legal Proceedings                                            9

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

   Item 4A.       Executive Officers of Registrant                             9


PART II


   Item  5.       Market for Registrant's Common Equity and Related
                  Stockholder Matters                                         10

   Item 6.        Selected Financial Data                                     11

   Item 7.        Management's  Discussion and Analysis of Financial
                  Condition and Results of Operations                         12

   Item 7A.       Quantitative and Qualitative Disclosures about Market
                  Risk                                                        15

   Item 8.        Financial Statements and Supplementary Data                 16

   Item 9.        Changes in and disagreements with Accountants on
                  Accounting and Financial Disclosure                         35


PART III


   Item 10.       Directors and Executive Officers of the Registrant          35

   Item 11.       Executive Compensation                                      35

   Item 12.       Security Ownership  of Certain Beneficial Owners and
                  Management                                                  35

   Item 13.       Certain Relationships and Related Transactions              35


PART IV


   Item 14.       Exhibits, Financial Statement Schedules, and Reports on
                  Form 8-K                                                    36

EXPLANATORY NOTE

On July 15, 1999, we acquired Cardinal  Holding  Corp.  through  its merger
with  one  of  our  wholly-owned subsidiaries.  The merger was treated  for
accounting purposes as  if  Superior was acquired by Cardinal in a purchase
business transaction.  The purchase  method  of accounting required that we
carry  forward  Cardinal's net assets at their historical  book  value  and
reflect Superior's  net assets at their estimated fair value at the date of
the merger.  Accordingly, all historical financial results presented in the
consolidated financial  statements  included  in  this  Annual  Report  for
periods  prior to July 15, 1999 reflect Cardinal's results on a stand-alone
basis.   Cardinal's   historical   operating   results  were  substantially
different than ours for the same period and reflected  substantial non-cash
and   extraordinary   charges   associated  with  a  recapitalization   and
refinancing.  The results for the  year  ended  December  31,  1999 reflect
twelve  months  of Cardinal's operations, five and one-half months  of  our
operations after  the  merger  and  two  months of operations of Production
Management Companies, Inc., which we acquired  effective  November 1, 1999.
Consequently, analyzing prior period results to determine or  estimate  our
future operating potential will be difficult given the accounting treatment
of the Cardinal merger, our subsequent acquisition of Production Management
and  the  substantial  non-cash and extraordinary charges Cardinal incurred
prior to the merger.


<PAGE>


PART I


ITEMS 1. & 2.  BUSINESS AND PROPERTIES

GENERAL

We provide a broad range  of specialized oilfield services and equipment to
oil and gas companies in the  Gulf  of Mexico and throughout the Gulf Coast
region. These services and equipment include:

 *  well services including plug and abandonment ("P&A") services, coiled
    tubing services, well pumping and stimulation services, data
    acquisition services, gas lift services and electric wireline services,
 *  mechanical wireline services,
 *  the rental of liftboats
 *  the rental of specialized oilfield equipment,
 *  environmental cleaning services,
 *  field management services, and
 *  the  manufacture  and sale of drilling instrumentation  and  oil  spill
    containment equipment.

Over the past few years,  we  have  significantly  expanded  our geographic
scope of operations and the range of production related services we provide
through both internal growth and strategic acquisitions.  In July  1999, we
completed  the  acquisition  by  merger  of  Cardinal Holding Corp., and in
November  1999,  we  completed  the  acquisition of  Production  Management
Companies, Inc., thereby making these  companies  two  of  our wholly-owned
subsidiaries.  These acquisitions firmly established us as a  market leader
in  providing most offshore production related services using liftboats  as
work  platforms and allowed us to expand our scope of operations to include
offshore platform and property management services.

The decline  in  drilling  and  workover  activity  in  the  Gulf of Mexico
triggered  by  low  oil  prices  that began in 1998 adversely affected  our
results of operations for the fiscal  year  ended  December  31, 1999.  Our
operating  results  are directly tied to industry demand for our  services,
most of which are performed in the Gulf of Mexico. While we have focused on
providing  production  related  services where,  historically,  demand  has
not  been  as  volatile  as for exploration related services, we expect our
operating results to be highly leveraged to industry activity levels in the
Gulf of Mexico.   For  additional industry segment information for the year
ended December 31, 1999, see note 13 to consolidated financial statements.

OPERATIONS

WELL SERVICES.  We are the leading provider of P&A services in  the Gulf of
Mexico.   These services involve the acts of "plugging" and "abandoning"  a
well that is no longer productive.  We perform both permanent and temporary
P&A services.   If  a  well is permanently plugged, the well will no longer
produce, and we will remove  all  evidence  of  the well's existence on the
surface or on the bottom of the sea.  We can also  plug  a well temporarily
to enable the operator to come back at a later date and use the well again.

We construct all of our P&A equipment providing us the flexibility to build
equipment  to  satisfy  market demand.  Our custom-built, skid-mounted  P&A
equipment is generally smaller  than those used by many of our competitors.
This equipment allows us to complete  the  P&A process from the platform or
from liftboats rather than using a drilling rig ("rig-less P&A").  Rig-less
P&A offers a cost advantage over P&A methods  that  require a drilling rig,
and management believes that the large majority of the wells in the Gulf of
Mexico  can  be plugged and abandoned using the rig-less  P&A  method.   In
delivering P&A  services,  we  have  combined  both  wireline  and  pumping
expertise,  which  traditionally have been provided separately.  We believe
that this combined expertise  gives  us  an  advantage  over  many  of  our
competitors.  The addition of our liftboat fleet through our acquisition of
Cardinal  has further solidified this competitive advantage by providing us
with greater  access  to  the  liftboats  used  in  the delivery of our P&A
services.

To  a  more  limited  extent,  we also provide coiled tubing services, well
pumping  and  stimulation  services,  data  acquisition  services, gas lift
services and electric wireline services.

WIRELINE  SERVICES.   We  are  the leading provider of mechanical  wireline
services in the Gulf of Mexico with  approximately  200  offshore  wireline
units, 20 land wireline units and 18 liftboats configured specifically  for
wireline  services.   A wireline unit is a spooled wire that can be unwound
and lowered into a well carrying various types of tools.  Wireline services
are used for a variety of purposes, such as:

 *    accessing a well to assist in data acquisition or logging activities,
 *    fishing tool operations to retrieve lost or broken equipment,
 *    pipe recovery, and
 *    remedial activities.

In addition, wireline services  are  an  integral  part of the P&A services
that we provide.

MARINE SERVICES.  We have the largest and most diverse  liftboat  fleet  in
the  Gulf  of Mexico.  With our liftboat fleet, we are the leading provider
of liftboat rental services in the Gulf of Mexico.   Our fleet contains  42
liftboats, 24  of  which  have  leg  lengths  of  100 feet or more.  We are
currently refurbishing a liftboat with 200 foot legs  that  was  damaged in
September  1999  and also have another 200 foot liftboat under construction
that we expect to add to our fleet in the third quarter of 2000.

A liftboat is a self-propelled,  self-elevating  work  platform  with legs,
cranes  and  living accommodations.  Upon arriving at its destination,  the
liftboat hydraulically  lowers  its  legs  until they are positioned on the
ocean  floor,  and then jacks up until the work  platform  is  sufficiently
above the water  level.   Once  positioned,  the stability, open deck area,
crane capacity, and relatively low cost of operation  make  liftboats ideal
work  platforms  for  a  wide  range  of  offshore  activity  from platform
construction to P&A services.  Each of our liftboats also have  either  one
or  two  cranes  with  lift  capacity  of up to 100 tons.  In addition, the
capability to reposition at a work site  or  to  move  to  another location
within  a  short  time  adds  to their versatility.  Liftboat services  are
highly complementary to both wireline and P&A operations, as both require a
work platform.  Liftboats are also  frequently used when removing platforms
or performing workovers on wells.

RENTAL TOOLS.  As a leading provider  of  rental  tools  in  the Gulf Coast
region,  we manufacture, sell and rent specialized equipment for  use  with
onshore and  offshore oil and gas well drilling, completion, production and
workover activities.   The  drilling  and  operation  of  oil and gas wells
generally  requires  a  variety of equipment.  The equipment needed  for  a
particular well is in large  part  determined by the geological features of
the well area and the size of the well  itself.  As a result, operators and
drilling  contractors  often find it more economical  to  supplement  their
inventories with rental  tools  instead of maintaining a complete inventory
of tools.

Through internal growth and acquisitions, we have increased the size of our
rental tool inventory and now have  16  locations  that  are located in all
major  staging  points  for  offshore oil and gas activities in  Texas  and
Louisiana.   We also have a rental  tool  operation  in  Venezuela  with  a
limited inventory of rental tools for this market area.

ENVIRONMENTAL  SERVICES.  We provide a full range of environmental cleaning
services, including  vessel  pressure  cleaning  and safe vessel entry.  In
addition  to conventional tank and vessel pressure  cleaning,  we  use  our
patented technology  for  on-line/remote cleaning to pressure clean vessels
while under normal operation  and  flow.   This  patented technology offers
numerous benefits, including no confined space entry,  the  elimination  of
production  shut-in  and  the  reduction  of  waste  disposal costs.  Other
environmental cleaning services we provide include:

 *  glycol system rehabilitation,
 *  naturally occurring radioactive material remediation and
    decontamination at offsite locations,
 *  emergency site cleanup,
 *  bulk storage tank cleaning and demolition, and
 *  the rental of containers used in the disposal of waste products.

FIELD MANAGEMENT SERVICES.   We  also  provide  a  comprehensive  range  of
platform  and field management services to the onshore and offshore oil and
gas industry, including:

 *  property management,
 *  maintenance,
 *  supplemental personnel, and
 *  logistics services.

We provide,  on  a monthly contracting basis, all services required for the
daily mechanical operation  and  maintenance  of offshore producing oil and
gas  properties  and platforms, including engineering  services,  operating
labor, transportation,  tools  and supplies, and technical supervision.  We
currently provide such property  management  services  to  approximately 75
offshore facilities  in  the  Gulf  of  Mexico.   In  addition,  we provide
supplemental labor on both a short and long term basis to our customers.

OTHER  SERVICES.  We also provide other services, including the manufacture
and sale of drilling instrumentation and oil spill containment equipment.

We design,  manufacture  and  sell specialized drilling rig instrumentation
and computerized electronic torque  and  pressure  control  equipment.  Our
torque  and  pressure  control  equipment is used in drilling and  workover
operations, as well as the manufacture  of  oilfield  tubular  goods.   The
torque  control  equipment  monitors the relationship between size, weight,
grade, rate of makeup, torque  and penetration of tubular goods to ensure a
leak-free connection within the  pipe  manufacturer's  specification.   The
electronic  pressure  control equipment monitors and documents internal and
external pressure testing of tubular connections.

We  also  sell  oil  spill   containment   inflatable  boom  and  ancillary
storage/deployment/retrieval  equipment.   Our   inflatable  boom  utilizes
continuous single-point inflation technology with  air  feeder  sleeves  in
combination  with mechanical check valves to permit continuous inflation of
the boom material.   We  sell,  rent  and  license  oil  spill  containment
technology  to  domestic  and  foreign  oil  companies,  oil spill response
companies and cooperatives, the United States Coast Guard  and  to  foreign
governments and their agencies.

CUSTOMERS

We derive a significant amount of revenue from a small number of major  and
independent  oil  and gas companies.  No single customer represented 10% or
more of our total revenue in 1999 or 1998.  In 1997, one customer accounted
for approximately 11.2%  of  our total revenue, primarily in the marine and
wireline segments.  Our inability  to  continue  to  perform services for a
number of our large existing customers, if not offset  by  sales  to new or
existing  customers,  could  have a material adverse effect on our business
and financial condition.

COMPETITION

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

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

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

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

POTENTIAL LIABILITIES AND INSURANCE

Our operations involve a high degree of operational  risk,  particularly of
personal injury and damage or loss of equipment.  Failure or  loss  of  our
equipment  could result in property damages, personal injury, environmental
pollution and  other  damage  for  which  we  could  be liable.  Litigation
arising from the sinking of a liftboat or a catastrophic  occurrence  at  a
location where our equipment and services are used may in the future result
in  large  claims for damages.  We maintain insurance against risks that we
believe  is  consistent   with  industry  standards  and  required  by  our
customers.  Although we believe  that our insurance protection is adequate,
and that we have not experienced a  loss  in  excess  of policy limits, you
cannot be sure that we will be able to maintain adequate insurance at rates
which we consider commercially reasonable, nor that such  coverage  will be
adequate to cover all claims that may arise.

GOVERNMENTAL REGULATION

Our business is significantly affected by the following:

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

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

Federal  and  state  laws require owners of non-producing wells to plug the
well  and  remove  all exposed  piping  and  rigging  before  the  well  is
permanently abandoned.   The  timing  and  need  for P&A services for wells
situated  on  the  federal  outer continental shelf are  regulated  by  the
Minerals Management Service (United  States  Department  of  the Interior).
The Minerals Management Service generally requires wells to be  permanently
plugged   and  abandoned  within  one  year  of  lease  expiration.   State
regulatory  agencies  similarly  regulate P&A services within state coastal
waters.  State regulatory timeframes for P&A can be as long as one year for
wells in Texas coastal waters or as  short as 90 days after the drilling or
production  operations cease in Louisiana  coastal  waters.   The  Minerals
Management Service and state regulatory agencies routinely grant extensions
of time for P&A  requirements when a well has future leasehold potential or
when  it  is  consistent   with   prudent   operating  practices,  economic
considerations or other special circumstances.  You  cannot  be sure that a
decrease in the  level  of  industry  compliance  with  or  enforcement  of
such  laws  and  regulations in the future would not adversely  affect  the
demand  for our services  and products.  In  addition, the  demand for  our
services  from the oil and gas industry is affected by changes in pertinent
laws and regulations.   The adoption of new laws and regulations curtailing
drilling  for  oil  and  gas  in  our  areas  of  operations  for economic,
environmental  or  other  policy  reasons  could also adversely affect  our
operations by limiting demand for our services.

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

Our operations also subject us to compliance with certain federal and state
pollution  control  and environmental protection laws and regulations.   We
believe that our present  operations  substantially  comply with these laws
and regulations and that such compliance has had no material adverse effect
upon our operations to date.  Sanctions for noncompliance  may  include the
following:

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

Certain environmental laws provide for joint and several strict liabilities
for  remediation of spills and other releases of hazardous substances.   In
addition,  companies  may  be subject to claims alleging personal injury or
property damage as a result  of  alleged  exposure to hazardous substances.
Finally, some environmental statutes impose  strict  liability, which could
render us liable for environmental damage without regard  to our negligence
or  fault.   You cannot be sure that environmental laws will  not,  in  the
future, materially adversely affect our operations and financial condition.

EMPLOYEES

As of March 15,  2000,  we  had approximately 1,730 employees.  None of our
employees are represented by  a union or covered by a collective bargaining
agreement.  We believe that our relations with our employees are good.

FACILITIES

Our principal operating facilities are located in Harvey, Louisiana on a 14
acre tract.  We support the operations  conducted  by  our liftboats from a
3.5 acre maintenance and office facility in New Iberia,  Louisiana  located
on the intracoastal waterway that provides access to the Gulf.  We also own
certain  facilities and lease other office, service and assembly facilities
under various  operating  leases,  including 16 facilities located in Texas
and Louisiana to support our rental  tool  operations.  We believe that all
of our leases are at competitive or market rates  and do not anticipate any
difficulty  in  leasing suitable additional space upon  expiration  of  our
current lease terms.

INTELLECTUAL PROPERTY

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

CAUTIONARY STATEMENTS

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

 *        statements regarding our business strategy, plans and objectives;

 *        statements  expressing  our  beliefs and  expectations  regarding
          future demand for our products  and services and other events and
          conditions that may influence the  oilfield  services  market and
          our performance in the future; and

 *        statements  concerning our future expansion plans, including  our
          anticipated level of capital expenditures for, and the nature and
          scheduling of, purchases or manufacture of rental tool equipment,
          wireline or P&A equipment, and liftboats.

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

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

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

Our business depends in large part on the level of oilfield activity in the
Gulf of Mexico  and  along the Gulf Coast.  The level of oil field activity
is affected in turn by  the  willingness  of  oil and gas companies to make
expenditures for the exploration, production and  development  of  oil  and
natural gas.  The purchases of the products and services we provide are, to
a  substantial extent, deferrable in the event oil and gas companies reduce
capital  expenditures.  Therefore, the willingness of our customers to make
expenditures  is  critical  to  our operations.  The levels of such capital
expenditures are influenced by:

 * oil and gas prices and industry perceptions of future prices,

 * the cost of exploring for, producing and delivering oil and gas,

 * the ability of oil and gas companies to generate capital,

 * the sale and expiration dates of leases in the United States,

 * the discovery rate of new oil and gas reserves, and

 * local and international political and economic conditions.

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

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

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

 * the lack of sufficient executive-level personnel;

 * the increased administrative burdens; and

 * the increased logistical problems common with large, expansive
   operations.

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

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

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

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

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

WE DEPEND ON SIGNIFICANT CUSTOMERS.

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

OUR INDUSTRY IS HIGHLY COMPETITIVE.

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

 * changes in competitive prices;

 * fluctuations in the level of activity and major markets;

 * an increased number of liftboats in the Gulf of Mexico;

 * general economic conditions; and

 * governmental regulation.

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

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

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

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

Any  litigation  arising  from  a  catastrophic  occurrence  involving  our
services  or  equipment  could  result  in  large  claims for damages.  The
frequency  and  severity  of  such  incidents affect our  operating  costs,
insurability and relationships with customers,  employees  and  regulators.
Any increase in the frequency or severity of such incidents, or the general
level  of compensation awards with respect to such incidents, could  affect
our ability  to  obtain  projects  from oil and gas companies or insurance.
This could have a material adverse effect  on  us.   We  maintain  what  we
believe is prudent insurance protection. You cannot be sure that we will be
able  to  maintain  adequate  insurance  in the future at rates we consider
reasonable or that our insurance coverage  will be adequate to cover future
claims that may arise.

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

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

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

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


ITEM 3.  LEGAL PROCEEDINGS

We  are  a  party  to various routine legal proceedings primarily involving
commercial claims, workers'  compensation  claims  and  claims for personal
injury under the General Maritime Laws of the United States  and  the Jones
Act.   We  insure  against these risks to the extent deemed prudent by  our
management, but no assurance  can  be  given  that the nature and amount of
such insurance will in every case fully indemnify  us  against  liabilities
arising out of pending and future legal proceedings related to our business
activities.   While  the  outcome of these lawsuits, legal proceedings  and
claims cannot be predicted with certainty, our management believes that the
outcome of all such proceedings,  even  if  determined adversely, would not
have a material adverse effect on our business or financial condition.


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

None


ITEM 4A.  EXECUTIVE OFFICERS OF REGISTRANT

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


<TABLE>
<CAPTION>

 NAME AND AGE                   POSITION
 ------------                   --------
<S>                             <C>   
 Terence E. Hall, 54..........  Chairman of the Board, Chief Executive Officer, President
 Kenneth Blanchard, 50........  Vice President
 Charles Funderburg, 45.......  Vice President
 Robert S. Taylor, 45.........  Chief Financial Officer
 James A. Holleman, 42........  Vice President
 Dale L. Mitchell, 37.........  Vice President
</TABLE>


TERENCE  E.  HALL  has served as our Chairman of the Board, Chief Executive
Officer, President and  Director  since  December 1995.  Since 1989 he also
served as President and Chief Executive Officer  of  the  following wholly-
owned subsidiaries of Superior: Superior Well Service, Inc.  and Connection
Technology, Ltd.

KENNETH  BLANCHARD has served as one of our Vice Presidents since  December
1995.  Prior to this, he served as Vice President of Connection Technology,
Ltd.

CHARLES FUNDERBURG  has served as one of our Vice Presidents since December
1995.  Prior to this, he served as Vice President of Superior Well Service,
Inc.

ROBERT S. TAYLOR has  served  as  our Chief Financial Officer since January
1996.  From May 1994 to January 1996,  he served as Chief Financial Officer
of  Kenneth  Gordon  (New Orleans), Ltd., an  apparel  manufacturer.   From
November 1989 to May 1994,  he served as Chief Financial Officer of Plywood
Panels, Inc.  Prior thereto,  Mr.  Taylor  served as controller for Plywood
Panels, Inc. and Corporate Accounting Manager of D.H. Holmes Company, Ltd.,
a department store chain.

JAMES A. HOLLEMAN has served as a Vice President  since  July  1999.   From
1994  until July 1999, he served as Chief Operating Officer of Cardinal and
has been  active  in Cardinal's business since 1981.  Prior thereto, he was
employed by Reading and Bates in Houston, Texas and Industrial Lift Trucks,
Inc. in Lafayette, Louisiana.

DALE L. MITCHELL has served as a Vice President since July 1999.  From 1998
until  July 1999, he  served  as  Vice  President  of  Marine  Services  of
Cardinal.   Prior to 1998, he served in numerous operational and managerial
roles within Cardinal's Marine Services division.


<PAGE>

PART II


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

Our common stock  is  traded on the Nasdaq National Market under the symbol
"SESI."  The following  table  sets  forth  the high and low bid prices per
share of the Common Stock as reported by the  Nasdaq  National  Market  for
each fiscal quarter during the past two fiscal years.


<TABLE>
<CAPTION>
                                              HIGH        LOW
                                             -------    -------
<S>                                          <C>        <C>
1998
     First Quarter                           $ 10.50    $  7.00
     Second Quarter                            12.00       4.78
     Third Quarter                              5.75       2.88
     Fourth Quarter                             4.56       2.44
1999
     First Quarter                           $  3.97    $  2.00
     Second Quarter                             5.75       2.75
     Third Quarter                              7.50       4.88
     Fourth Quarter                             7.06       5.25
2000
     First Quarter (through March 15, 2000)  $  8.98    $  6.00
</TABLE>


As  of  March  15,  2000,  there  were  59,926,289  shares  of Common Stock
outstanding, which were held by approximately 165 record holders.

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

<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

The  selected  financial  data  presented  below for each of the past  five
fiscal  years  should  be  read together with Management's  Discussion  and
Analysis  of  Financial  Condition   and  Results  of  Operations  and  the
Consolidated  Financial  Statements and  Notes  to  Consolidated  Financial
Statements included elsewhere  in  this  Annual Report.  All amounts in the
table below are in thousands, except per share data.

<TABLE>
<CAPTION>
                                          1999           1998           1997           1996           1995
                                        ---------      ---------      ---------      ---------      ---------
<S>                                     <C>            <C>            <C>            <C>            <C>

Revenues                                $ 113,076 (1)  $  82,223 (2)  $  63,412      $  48,128      $  28,798
Income from operations                     10,016         15,558         15,285          8,348          2,717
Income (loss) before extraordinary
  losses                                   (2,034)         1,203          4,321          2,894            333
Extraordinary losses, net                  (4,514)(3)    (10,885)(4)          -              -         (1,335)(5)
Net income (loss)                          (6,548)        (9,682)         4,321          2,894         (1,002)
Net income (loss) before                        
  extraordinary losses per share:
    Basic                                   (0.11)          0.06           0.21           0.14           0.02
    Diluted                                 (0.11)          0.06           0.20           0.13           0.02
Net income (loss) per share:
    Basic                                   (0.25)         (1.27)          0.21           0.14          (0.05)
    Diluted                                 (0.25)         (1.27)          0.20           0.13          (0.05)
Total assets                              282,255        107,961         62,387         43,928         40,402
Long-term debt, less current portion      117,459        120,210         31,297         26,200         28,002
</TABLE>



(1) On July 15, 1999, we acquired Cardinal  through  a  merger  by  issuing
   30,239,568  shares of our common stock.  Because Cardinal's shareholders
   held 51% of our  outstanding  common stock immediately after the merger,
   among other factors, the merger  has  been  accounted  for  as a reverse
   acquisition  which  has  resulted  in  the  adjustment of our net assets
   existing  at  the time of the merger to their estimated  fair  value  as
   required by the  rules  of  purchase  accounting.  Our operating results
   have been included from July 15, 1999.

   Effective November 1, 1999, we acquired Production Management Companies,
   Inc. for  $3.0 million in cash and 610,000  shares  of our common stock.
   Additional payments, if any, of up to $11 million will  be  based upon a
   multiple  of  Production  Management's  future earnings before interest,
   taxes, depreciation and amortization.  The acquisition was accounted for
   as a purchase, and Production Management's  operating  results have been
   included from November 1, 1999.

(2)  In  1998,  Cardinal  acquired  all of the outstanding stock  of  three
   companies  for an aggregate purchase  price  of  $24.1  million  with  a
   combination  of  cash  and  stock as consideration for the acquisitions.
   Each of these acquisitions was  accounted  for using the purchase method
   and  the  results  of  operations of the acquired  companies  have  been
   included from their respective acquisition dates.

(3) The repayment of our combined  indebtedness  in July 1999 in connection
   with the Cardinal acquisition resulted in an extraordinary  loss of $4.5
   million,  net  of a $2.1 million income tax benefit, which included  the
   premium  on Cardinal's  subordinated  debt  and  the  write-off  of  all
   unamortized debt acquisition costs.

(4)  In  February,   1998,   Cardinal   completed  a  recapitalization  and
   refinancing which was funded through senior  secured  debt, subordinated
   debt  and  equity  investments.   As  a  result of the recapitalization,
   Cardinal  recorded  an  increase in equity of  $57.5  million  from  the
   issuance of Class A common  stock  and Class C preferred stock; incurred
   $7.1 million of costs associated with the debt acquisition and reduction
   to net proceeds from the issuance of  stock;  recorded  a  reduction  in
   equity of $114.8 million from the redemption of Class A common stock and
   Class  C  preferred  stock;  and recorded an extraordinary loss of $10.9
   million  for  the estimated value  of  warrants  of  $10.5  million  and
   unamortized debt  acquisition  costs of $379,000 (net of $214,000 income
   tax benefit).

(5)  In  October 1995, Cardinal refinanced  various  debt  instruments  and
   recorded  an  extraordinary  loss of $1.3 million, net of a $0.8 million
   income tax benefit, which included  a  prepayment premium and the write-
   off of debt acquisition costs and interest rate cap agreement costs.


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

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

ACQUISITION OF CARDINAL HOLDING CORP.

On July 15, 1999, we  acquired  Cardinal  Holding  Corp. through its merger
with  one  of our wholly-owned subsidiaries.  The merger  was  treated  for
accounting purposes  as  if  we  were  acquired  by  Cardinal in a purchase
business transaction.  The purchase method of accounting  required  that we
carry  forward  Cardinal's  net  assets  at their historical book value and
reflect our net assets at their estimated  fair  value  at  the date of the
merger.  Accordingly, all historical financial information presented in the
consolidated  financial  statements  included  in  this  Annual Report  for
periods prior to July 15, 1999 reflect Cardinal's results  on a stand-alone
basis.    Cardinal's   historical   operating  results  were  substantially
different than ours for the same periods and reflected substantial non-cash
and  extraordinary  charges  associated   with   a   recapitalization   and
refinancing.    Our  1999  results  reflect  twelve  months  of  Cardinal's
operations, five and one-half months of our operations after the merger and
two months of operations of Production Management Companies, Inc., which we
acquired effective  November 1, 1999.  Consequently, analyzing prior period
results to determine  or  estimate  our  future operating potential will be
difficult  given  the  accounting treatment of  the  Cardinal  merger,  our
subsequent acquisition of  Production  Management  and the substantial non-
cash and extraordinary charges Cardinal incurred prior to the merger.

OVERVIEW

We provide a broad range of specialized oilfield services  and equipment to
oil and gas companies in the Gulf of Mexico and throughout the  Gulf  Coast
region. These services and equipment include:

 * well services including P&A services, coiled tubing services, well
   pumping and stimulation services, data acquisition services, gas lift
   services and electric wireline services,
 * mechanical wireline services,
 * the rental of liftboats
 * the rental of specialized oilfield equipment,
 * environmental cleaning services,
 * field management services, and
 * the  manufacture  and  sale  of  drilling  instrumentation and oil spill
   containment equipment.

Over  the  past few years, we have significantly  expanded  the  geographic
scope of our  operations  and the range of production related services that
we provide through both internal  growth  and  strategic  acquisitions.  In
July 1999, we completed the Cardinal acquisition, and in November  1999, we
completed  the  Production  Management  acquisition  thereby  making  these
companies  two of our wholly-owned subsidiaries.  These acquisitions firmly
established  us  as  a  market leader in providing most offshore production
related services using liftboats as work platforms and allowed us to expand
our  scope  of  operations  to   include  offshore  platform  and  property
management services.

The  decline  in drilling and workover  activity  in  the  Gulf  of  Mexico
triggered by low  oil prices that began in 1998 adversely affected our 1999
results of operations.  Our operating results are directly tied to industry
demand  for  our services,  most  of  which  are  performed in  the Gulf of
Mexico.   While  we  have  focused on providing production related services
where, historically, demand  has not been as volatile  as  for  exploration
related services, we expect our operating results to be highly leveraged to
industry  activity  levels  in the Gulf of Mexico.  For additional industry
segment information  for  1999,  see  note 13 to our consolidated financial
statements.

COMPARISON  OF  THE RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998.

Our 1999 revenues  were $113.1 million compared to $82.2 million for 1998.
Due to the accounting treatment required for the Cardinal acquisition, our
1999 operating results  reflected  twelve months of Cardinal's operations,
five and one-half months of our operations after the merger and two months
of operations of Production Management.   1998  reflects  only  Cardinal's
operations on a stand-alone basis.  Even though we had increased  revenues
in  1999,  we experienced decreased demand in 1999 in all of our operating
segments as a result of low industry activity levels.

As demand for  our  services  decreased in 1999 compared to 1998, our gross
margins decreased to 40.4% in 1999 from 46.6% in 1998.  Our decreased gross
margin percentage is primarily  due  to  our marine segment acquired in the
Cardinal  acquisition.  Since our marine segment's  cost  of  services  are
primarily  fixed   in   nature,   our  gross  margin  percentage  may  vary
substantially due to changes in day rates and utilization of our liftboats.
Our rental tool segment contributed  our highest gross margin percentage in
1999  and  partially  offset the decrease  on  a  comparative  basis  since
Cardinal did not have a  rental  tool  segment.   Our wireline segment also
experienced a decline in gross margin percentage in  1999 compared to 1998.
Our  field  management  segment,  which  was  acquired  in  the  Production
Management acquisition, contributed our lowest gross margin percentage.  Of
all  of  our production related services, the field management  segment  is
expected to  produce  the  lowest gross margin percentage since its largest
cost of sales component is providing contract labor.

Depreciation and amortization  increased to $12.6 million in 1999 from $6.5
million in 1998.  Most of the increase  resulted from the larger asset base
following   the   merger   and   the  Production  Management   acquisition.
Depreciation also increased as a result  of  our  $9.2  million  of capital
expenditures in 1999 and Cardinal's 1998 acquisitions.

General and administrative expenses increased to $23.1 million in 1999 from
$16.2  million  in 1998.  The increase is the result of Cardinal's expenses
for twelve months, our expenses for five and one-half months and Production
Management for two months.

In July 1999, in  connection  with  the Cardinal acquisition, we refinanced
our  combined  debt, which resulted in  an  extraordinary  charge  of  $4.5
million, net of  income  taxes  of  $2.1  million.   The  majority  of  the
extraordinary  charge  was  non-cash  in  nature.   During  1998,  Cardinal
incurred  extraordinary  charges  of $10.9 million, net of income taxes  of
$0.2 million, in connection with a recapitalization and refinancing.  These
charges were also mostly of a non-cash nature.

We recorded a 1999 net loss before  extraordinary  charges of $2.0 million,
or $0.11 loss per diluted share.  After extraordinary  charges, we recorded
a net loss of $6.5 million, or $0.25 loss per diluted share, as compared to
a net loss of $9.7 million, or $1.27 loss per diluted share, for 1998.

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED  DECEMBER  31, 1998
AND 1997

The  results  of operations for the years ended December 31, 1998 and  1997
were  prior  to our  acquisition  of  Cardinal  and,  accordingly,  reflect
Cardinal's results  on  a  stand-alone basis.  We do not believe Cardinal's
historical operating results  under different management are relevant other
than  to demonstrate the operating  leverage  associated  with  our  marine
segment.

In 1998,  Cardinal's  operating results began to be impacted by the decline
in industry activity levels  in  the Gulf as a result of the decline in oil
and gas prices.  The 1998 third quarter was impacted by a nearly continuous
series of storms and hurricanes that  significantly  curtailed  activity in
September 1998.

Revenues for 1998 were $82.2 million as compared to $63.4 million for 1997.
Approximately  60%  of the increase was due to the additional products  and
services  Cardinal  began   providing  in  1998,  including  coiled  tubing
services, pumping and stimulation  services  and  two  additional  200 foot
liftboats.   The  remaining  40% was the result of acquisitions made during
1998.

The 1998 gross margin was 46.6%  compared  to  47.2% for 1997.  Most of the
decrease  in  gross  margin  was  related to slightly  higher  labor  costs
associated with Cardinal's acquisitions and new services.

Depreciation and amortization expenses  increased  to  $6.5 million in 1998
from $4.2 million in 1997.  Most of the increase resulted  from  the larger
asset base that resulted from Cardinal's 1998 acquisitions as well  as from
1998 capital expenditures of $19.0 million, primarily for marine vessels.

General and administrative expenses were $16.2 million for 1998 as compared
to  $10.4  million  for  1997.   This  increase was due to the acquisitions
Cardinal  made  in  1998,  additional sales  expenses  associated  with  an
expanded marketing program, an increase in employee benefits and a one time
stock award to management which was recorded as compensation expense.

Interest expense increased 142%  to $13.2 million for 1998 compared to $5.5
million  for  1997.  This increase resulted  from  Cardinal's  higher  debt
levels following a recapitalization and refinancing.

Other expenses  for  1997  represent  consulting  fees  that  were  paid to
Cardinal's previous owner prior to the recapitalization.

In  1998,  Cardinal  completed  a  recapitalization  and  refinancing which
resulted in an extraordinary charge of $10.9 million, net of  income  taxes
of  $0.2  million,  which included the unamortized estimated value of stock
warrants that were redeemed  for  $10.5  million  and unamortized financing
costs of $0.4 million.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are for working capital,  acquisitions, capital
expenditures and debt service.  Our primary sources of  liquidity  are cash
flow  from  operations  and borrowings under our revolving credit facility.
Our 1999 net cash provided  by  operating  activities  was $14.5 million as
compared to $3.6 million for 1998.  The increase was due principally to the
merger  with  Cardinal  and acquisition of Production Management Companies,
Inc.

Our working capital at December 31, 1999 was $25.2 million.   We  had  cash
and  cash  equivalents  of  $8.0 million at December 31, 1999.  In December
1999, we received a $6.6 million  insurance  settlement that we will use to
refurbish our liftboat that was damaged in September 1999.

We have a term loan and revolving credit facility  that  was implemented in
July  1999  to  provide  $110 million term loan to  refinance our long-term
debt after the Cardinal acquisition, provide a $20 million revolving credit
facility  and  $22  million  that  we  can use to pay additional contingent
consideration from our prior acquisitions.   We amended the credit facility
in  November  1999  to  increase the term loan by $10  million to refinance
Production  Management's  existing indebtedness and to pay the cash portion
of the acquisition price. Under the credit facility, the term loan requires
quarterly  principal  installments  that commenced December 31, 1999 in the
amount of $519,000 and then increasing  up to an aggregate of approximately
$1.6 million a quarter until 2006 when $92 million will be due and payable.
The credit facility bears interest at a LIBOR rate plus margins that depend
on  our  leverage ratio.  As of March 1, 2000, the amount outstanding under
the  term  loan was $119.5 million and there were no borrowings outstanding
under  the  revolving  credit facility.  At December 31, 1999, the weighted
average interest rate on the credit facility was 9.28%.  Indebtedness under
the  credit  facility  is  secured  by  substantially  all  of  our assets,
including the pledge of the stock of our subsidiaries.  The credit facility
contains  customary  events  of  default and requires that we maintain debt
coverage and leverage ratios.   It also limits our ability to make  capital
expenditures, pay dividends or make other distributions, make acquisitions,
make  changes  to  our capital  structure, create liens or incur additional
indebtedness.

In  November  1999,  we acquired Production Management Companies, Inc.  for
$3.0 million in cash and  610,000  shares of our common stock.  Up to $11.0
million will be potentially payable  in the future based upon a multiple of
four times Production Management's average earnings before interest, taxes,
depreciation, amortization less certain  other adjustments.  If the overall
current  industry activity levels continue,  the  additional  consideration
actually paid will be materially less than the maximum consideration.

In 1999, we  made capital expenditures of $9.2 million primarily to further
expand our rental  tool  equipment.   Other  capital  expenditures included
electric  wireline  skids,  plug  and  abandonment  equipment  and  capital
improvements to our liftboats.

In  September  of  1999,  one of our two hundred foot class  liftboats  was
damaged in the Gulf of Mexico.   In  late December 1999, we received a $6.6
million insurance settlement for the damage,  which  is expected to pay for
the vessel's refurbishment.

We  have  identified capital projects that will require  approximately  $25
million for  2000.  We  believe that cash generated from our operations and
availability under our revolving  credit  facility  will provide sufficient
funds for our identified capital projects and working capital requirements.

We expect to pay approximately $21.4 million in the fourth  quarter of 2000
for  additional  consideration  related  to  our  1997  acquisitions.   The
consideration  will  be  capitalized as additional purchase  price  of  the
acquired companies, and we  expect  to  use  the $22 million portion of the
credit facility, which was designed to fund these payments.

We significantly increased our financial leverage in 1999 with the Cardinal
and  Production  Management  acquisitions. In 2000,  if  market  conditions
improve, we will consider issuing  equity to reduce our financial leverage.
We intend to continue implementing our acquisition strategy to increase our
scope of services.  Depending on the  size  of  any future acquisitions, we
may also require additional equity or debt financing  in  excess of amounts
available under our revolving credit facility.

In June 1998, the Financial Accounting Standards Board issued  Statement of
Financial  Accounting  Standards  (FAS)  No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES.  FAS No.  133, as amended, is effective
for all fiscal quarters of fiscal years beginning  after  June 15, 2000 and
establishes accounting and reporting standards for derivative  instruments,
including  certain derivative instruments embedded in other contracts,  and
for  hedging   activities.   FAS  No.  133  requires  that  all  derivative
instruments be recorded  on the balance sheet at their fair value.  Changes
in the fair value of derivatives  are to be recorded each period in current
earnings or other comprehensive income,  depending  on whether a derivative
is designated as part of a hedge transaction and, if  it  is,  the  type of
hedge  transaction.  Earlier application of the provisions of the Statement
is encouraged  and  is  permitted as of the beginning of any fiscal quarter
that begins after the issuance  of the Statement.  We have not yet assessed
the financial impact of adopting this statement.


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

We are exposed to market risk associated  with  interest  rates.   We  make
limited  use of derivative financial instruments to manage risks associated
with existing  or anticipated transactions.  We do not hold derivatives for
trading purposes  or  use  derivatives  with leveraged or complex features.
Derivative  instruments  are  traded  with  creditworthy   major  financial
institutions.

At December 31, 1999, we were a party to interest rate swaps  with notional
amounts  totaling  $46.2  million  that were designed to convert a  similar
amount of variable-rate debt to fixed  rates.    The  swaps mature in March
2001  and  October  2002, and the weighted average fixed interest  rate  is
5.81%.  At December 31,  1999,  the  interest  rate  to  be  received by us
averaged  5.2%.  We consider these swaps to be a hedge against  potentially
higher future  interest rates.  As described in Note 10 to the consolidated
financial statements,  we  would  have  recognized  a  gain of an estimated
$350,000 had we terminated these agreements at December 31, 1999.

At  December  31,  1999, $73.3 million of our long-term debt  had  variable
interest rates.  Based  on  debt  outstanding  at  December 31, 1999, a 10%
increase  or  (decrease)  in  variable  interest  rates would  increase  or
(decrease) our interest expense inclusive of swaps  in  the  year  2000  by
approximately $0.9 million or $(0.8) million.

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                       INDEPENDENT AUDITORS' REPORT


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

We have audited the consolidated balance sheet of Superior Energy Services,
Inc. and subsidiaries as of December 31, 1999, and the related consolidated
statements  of  operations,  changes  in stockholders' equity (deficit) and
cash flows for the year then ended.  In  connection  with  our audit of the
consolidated  financial  statements, we also have audited the  accompanying
financial statement schedule,  "Valuation and Qualifying Accounts," for the
year ended December 31, 1999.  These  consolidated financial statements and
financial  statement  schedule  are  the responsibility  of  the  Company's
management.   Our  responsibility  is  to   express  an  opinion  on  these
consolidated financial statements and financial statement schedule based on
our audit.

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

In  our opinion, the consolidated financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  financial  position of
Superior  Energy  Services, Inc. and subsidiaries as of December 31,  1999,
and the results of their operations and their cash flows for  the year then
ended in conformity with generally accepted accounting  principles.   Also,
in  our  opinion, the related financial statement schedule, when considered
in relation  to  the  basic  consolidated  financial  statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.





                                                   KPMG LLP

New Orleans, Louisiana
February 25, 2000

<PAGE>

                       INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  accompanying consolidated balance sheet of Superior
Energy Services, Inc. and subsidiaries (formerly Cardinal Holding Corp.) as
of  December  31,  1998,  and  the  related  consolidated   statements   of
operations, changes in stockholders' equity  (deficit)  and  cash flows for
each  of  the  two years in the period ended December 31, 1998.  Our audits
also  included  the financial statement schedule listed in the Index 14(a).
These financial statements and  schedule  are  the  responsibility  of  the
Company's management.    Our responsibility is to  express  an  opinion  on
these financial statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above present  fairly,
in   all   material  respects,   the  consolidated  financial  position  of
Superior  Energy  Services, Inc.  and  subsidiaries  at December 31,  1998,
and the consolidated results of  their  operations and their cash flows for
each of the two  years in the period ended December 31, 1998, in conformity
with accounting principles generally accepted  in the United States.  Also,
in  our  opinion, the related financial statement schedule, when considered
in  relation  to  the  basic financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.





                                          Ernst & Young LLP

New Orleans, Louisiana
March 2, 1999

<PAGE>
              SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                        Consolidated Balance Sheets
                        December 31, 1999 and 1998
                     (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                    1999          1998
                                                                 ----------    ----------
<S>                                                              <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                                      $    8,018    $      421
  Accounts receivable - net of allowance for doubtful
    accounts of $2,892 in 1999 and $868 in 1998                      41,878        21,591
  Income tax receivable                                                 224           151
  Deferred tax asset                                                  1,437           481
  Prepaid insurance and other                                         4,565         3,383
                                                                 ----------    ----------

        Total current assets                                         56,122        26,027
                                                                 ----------    ---------- 

Property, plant and equipment - net                                 134,723        60,328
Goodwill - net of accumulated amortization of
  $1,706 in 1999 and $226 in 1998                                    78,641        17,163
Note receivable                                                       8,898             -
Other assets - net of accumulated amortization of
  $675 in 1999 and $774 in 1998                                       3,871         4,443
                                                                 ----------    ----------

        Total assets                                             $  282,255    $  107,961
                                                                 ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                               $    9,196    $    6,069
  Accrued expenses                                                   15,473         5,089
  Current maturities of long-term debt                                2,579         7,096
  Notes payable                                                       3,669         4,440

                                                                 ----------    ----------

        Total current liabilities                                    30,917        22,694
                                                                 ----------    ----------

Deferred income taxes                                                12,392         4,997
Long-term debt                                                      117,459       102,280
Subordinated debt                                                         -        17,930

Stockholders' equity (deficit):
  Preferred stock of $.01 par value. Authorized,
    5,000,000 shares; none issued                                         -             -
  Preferred stock, Class C                                                -             2
  Common stock of $.001 par value. Authorized,
    125,000,000 shares; issued and outstanding 59,810,789
    at December 31, 1999                                                 60             5
  Additional paid-in capital                                        248,934        79,682
  Accumulated deficit                                              (127,507)     (119,629)
                                                                 ----------    ----------

        Total stockholders' equity (deficit)                        121,487       (39,940)
                                                                 ----------    ----------

        Total liabilities and stockholders' equity (deficit)     $  282,255    $  107,961
                                                                 ==========    ==========
</TABLE>


See accompanying notes to consolidated financial statements



<PAGE>
              SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                   Consolidated Statements of Operations
               Years Ended December 31, 1999, 1998 and 1997
                   (in thousands, except per share data)

<TABLE>
<CAPTION>

                                                    1999          1998          1997
                                                 ----------    ----------    ----------
<S>                                              <C>           <C>           <C>

Revenues                                         $  113,076    $   82,223    $   63,412
                                                 ----------    ----------    ----------

Costs and expenses:
  Cost of services                                   67,364        43,938        33,482
  Depreciation and amortization                      12,625         6,522         4,207
  General and administrative                         23,071        16,205        10,438
                                                 ----------    ----------    ----------

     Total costs and expenses                       103,060        66,665        48,127
                                                 ----------    ----------    ----------

Income from operations                               10,016        15,558        15,285

Other income (expense):
  Interest expense                                  (12,969)      (13,206)       (5,464)
  Interest income                                       308             -             -
  Other                                                   -             -        (1,150)
                                                 ----------    ----------    ----------

Income (loss) before income taxes and
  extraordinary losses                               (2,645)        2,352         8,671

Income taxes                                           (611)        1,149         4,350
                                                 ----------    ----------    ----------

Income (loss) before extraordinary losses            (2,034)        1,203         4,321

Extraordinary losses, net of income tax benefit
  of $2,124 in 1999 and $214 in 1998                 (4,514)      (10,885)            -
                                                 ----------    ----------    ----------

Net income (loss)                                $   (6,548)   $   (9,682)   $    4,321
                                                 ==========    ==========    ==========

Basic  earnings (loss) per share:
  Earnings (loss) before extraordinary losses    $    (0.11)   $     0.06    $     0.21
  Extraordinary losses                                (0.14)        (1.33)            -
                                                 ----------    ----------    ----------
  Earnings (loss) per share                      $    (0.25)   $    (1.27)   $     0.21
                                                 ==========    ==========    ==========

Diluted earnings (loss) per share:
  Earnings (loss) before extraordinary losses    $    (0.11)   $     0.06    $     0.20
  Extraordinary losses                                (0.14)        (1.33)            -
                                                 ----------    ----------    ----------
  Earnings (loss) per share                      $    (0.25)   $    (1.27)   $     0.20
                                                 ==========    ==========    ==========


Weighted average common shares used
  in computing earnings (loss) per share:
    Basic                                            31,131         8,190        20,395
                                                 ==========    ==========    ==========
    Diluted                                          31,131         8,190        21,639
                                                 ==========    ==========    ==========
</TABLE>


See accompanying notes to consolidated financial statements


<PAGE>
              SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
   Consolidated Statements of Changes in Stockholders' Equity (Deficit)
                     December 31, 1999, 1998 and 1997
                     (in thousands, except share data)

<TABLE>
<CAPTION>
                                        Preferred                 Common                  Additional    Retained
                                          stock      Preferred    stock         Common     paid-in      earnings
                                          shares       stock      shares         stock     capital      (deficit)      Total
                                        --------------------------------------------------------------------------------------
<S>                                     <C>          <C>          <C>           <C>       <C>           <C>          <C>
Balances, December 31, 1996                25,917    $     250    20,394,983    $   20    $    1,580    $   2,347    $   4,197

Net income                                      -            -             -         -             -        4,321        4,321
Cash dividends on preferred stock               -            -             -         -             -          (30)         (30)
Cash dividends on common stock                  -            -             -         -             -       (2,843)      (2,843)
                                        --------------------------------------------------------------------------------------
Balances, December 31, 1997                25,917          250    20,394,983        20         1,580        3,795        5,645

Net loss                                        -            -             -         -             -       (9,682)      (9,682)
Recapitalization                          (12,250)        (249)  (15,053,318)      (15)       55,767     (113,004)     (57,501)
Stock issued under subordinated
   debt agreement                             404            -       146,771         -         2,300            -        2,300
Stock awarded to management                   137            -        49,895         -           800            -          800
Stock issued subsequent to
   recapitalization                         5,484            1       441,770         -        17,099            -       17,100
Stock issued to sellers of acquired
   businesses                                 308            -        92,505         -         1,398            -        1,398
Dividends on preferred stock                  252            -             -         -           738         (738)           -
                                        --------------------------------------------------------------------------------------
Balances, December 31, 1998                20,252            2     6,072,606         5        79,682     (119,629)     (39,940)

Net loss                                        -            -             -         -             -       (6,548)      (6,548)
Stock issued for cash                       2,312            -    15,515,437        16        54,984            -       55,000
Dividends on preferred stock                1,084            -             -         -         1,330       (1,330)           -
Stock issued under subordinated
   debt agreement                              54            -        19,167         -           130            -          130
Merger with Superior Energy
  Services, Inc.                                -            -    28,849,523        29       109,052                   109,081
Preferred stock conversion - Merger
  with Superior Energy Services, Inc.     (23,702)          (2)    8,632,356         9            (9)           -           (2)
Acquisition of Production
  Management Companies, Inc.                    -            -       610,000         1         3,452            -        3,453
Exercise of stock options                       -            -       111,700         -           313            -          313
                                        --------------------------------------------------------------------------------------
Balances, December 31, 1999                     -    $       -    59,810,789    $   60    $  248,934    $(127,507)   $ 121,487
                                        ======================================================================================
</TABLE>


See accompanying notes to consolidated financial statements



<PAGE>
              SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
               Years Ended December 31, 1999, 1998 and 1997
                              (in thousands)

<TABLE>
<CAPTION>
                                                                           1999          1998          1997
                                                                        ----------    ----------    ----------
<S>                                                                     <C>           <C>           <C>
Cash flows from operating activities:
  Net income (loss)                                                     $   (6,548)   $   (9,682)   $    4,321
  Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
      Extraordinary losses                                                   4,514        10,885             -
      Loss (gain) on disposal of assets                                          -          (732)           22
      Stock compensation awards                                                  -           800             -
      Deferred income taxes                                                 (1,868)          (44)        1,930
      Depreciation and amortization                                         12,625         6,522         4,207
      Amortization of debt acquisition costs                                   593           565           266
      Changes in operating assets and  liabilities,
         net of acquisitions:
          Accounts receivable                                                3,312        (3,913)       (6,187)
          Other - net                                                        1,628        (1,090)           55
          Accounts payable                                                  (4,620)        3,871           785
          Accrued expenses                                                   4,009        (2,178)        2,640
          Income taxes                                                         820        (1,410)        1,229
                                                                        ----------    ----------    ----------

          Net cash provided by operating activities                         14,465         3,594         9,268
                                                                        ----------    ----------    ----------

Cash flows from investing activities:
  Payments for purchases of property and equipment                          (9,179)      (19,039)      (18,980)
  Proceeds from sales of assets                                                  -         2,700             -
  Intangible assets acquired                                                     -             -          (250)
  Businesses acquired, net of cash acquired                                 (4,114)      (22,373)            -
  Advances to related parties                                                    -             -         2,658
                                                                        ----------    ----------    ----------

          Net cash used in investing activities                            (13,293)      (38,712)      (16,572)
                                                                        ----------    ----------    ----------

Cash flows from financing activities:
  Net borrowings (payments) on notes payable                                (4,440)        2,117         1,517
  Net increase (decrease) in bank overdraft                                      -        (1,370)        1,370
  Proceeds from long-term debt                                             125,000       133,500        10,829
  Principal payments on long-term debt                                    (165,786)      (40,615)       (3,722)
  Debt acquisition costs                                                    (2,827)       (4,371)            -
  Payment of premium on subordinated debt                                     (835)            -             -
  Redemption of stock warrants                                                   -       (13,320)            -
  Proceeds from issuance of common and preferred stock                      55,000        74,353             -
  Proceeds from exercise of stock options                                      313             -             -
  Payments to redeem stock                                                       -      (114,755)            -
  Dividends paid                                                                 -             -        (2,843)
                                                                        ----------    ----------    ----------
                                                                                          
          Net cash provided by financing activities                          6,425        35,539         7,151
                                                                        ----------    ----------    ----------

          Net increase (decrease) in cash and cash equivalents               7,597           421          (153)

Cash and cash equivalents at beginning of year                                 421             -           153
                                                                        ----------    ----------    ----------

Cash and cash equivalents at end of year                                $    8,018    $      421    $        -
                                                                        ==========    ==========    ==========
</TABLE>


See accompanying notes to consolidated financial statements


<PAGE>
              SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                       December 31, 1999, 1998 and 1997


(1) MERGER

On July 15, 1999, Superior consummated  a  subsidiary  merger  (the  "Merger")
whereby  it  acquired all of the outstanding capital stock of Cardinal Holding
Corp. ("Cardinal")  from  the  stockholders  of  Cardinal  in  exchange for an
aggregate of 30,239,568 shares of Superior's common stock (or 51%  of the then
outstanding common stock).  The acquisition was effected through the merger of
a wholly-owned subsidiary of Superior, formed for this purpose, with  and into
Cardinal,  with  the effect that Cardinal became a wholly-owned subsidiary  of
Superior.

As used in the consolidated financial statements for Superior Energy Services,
Inc., the term "Superior"  refers to the Company as of dates and periods prior
to the Merger and the term "Company"  refers  to  the  combined  operations of
Superior and Cardinal after the consummation of the Merger.

Due  to  the  fact that the former Cardinal shareholders received 51%  of  the
outstanding common  stock  at the date of the Merger, among other factors, the
Merger has been accounted for  as  a  reverse acquisition (i.e., a purchase of
Superior by Cardinal) under the purchase  method  of accounting.  As such, the
Company's  consolidated financial statements and other  financial  information
reflect the  historical  operations of Cardinal for periods and dates prior to
the Merger.  The net assets  of Superior, at the time of the Merger, have been
reflected at their estimated fair  value  pursuant  to  the purchase method of
accounting at the date of the Merger.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a) BASIS OF PRESENTATION

      The  consolidated  financial statements include the accounts  of  the
      Company.  All significant  intercompany accounts and transactions are
      eliminated in consolidation.   Certain  previously  reported  amounts
      have been reclassified to conform to the 1999 presentation.

    (b) BUSINESS

      The  Company  provides a broad range of specialized oilfield services
      and  equipment  primarily  to  major  and  independent  oil  and  gas
      companies engaged  in  the exploration, production and development of
      oil and gas properties offshore  in the Gulf of Mexico and throughout
      the Gulf Coast region.  These services  and equipment include oil and
      gas  well  plug  and  abandonment services, coiled  tubing  services,
      engineering services, electric  line  services,  mechanical  wireline
      services,  the  rental  of  liftboats  and  the rental of specialized
      oilfield  equipment.  Additional services provided  include  offshore
      and dockside  environmental cleaning services, contract operating and
      supplemental labor,  offshore  maintenance  services, the manufacture
      and sale of drilling instrumentation and the  manufacture and sale of
      oil  spill  containment  equipment.   A  majority  of  the  Company's
      business  is  conducted  with  major  and  independent  oil  and  gas
      exploration   companies.   The  Company  continually  evaluates   the
      financial strength of their customers but does not require collateral
      to support the customer receivables.

      The Company's P&A,  wireline,  marine  and tank cleaning services are
      contracted for specific projects on either  a  day  rate  or  turnkey
      basis.  Rental tools are leased to customers on an as-needed basis on
      a  day  rate basis.  The Company derives a significant amount of  its
      revenue from  a  small  number  of  major and independent oil and gas
      companies.   No  single  customer represented  10%  or  more  of  the
      Company's total revenue in  1999  or  1998.   In  1997,  one customer
      accounted  for  approximately  11.2%  of the Company's total revenue,
      primarily in the marine and wireline segments.   The inability of the
      Company  to continue to perform services for a number  of  its  large
      existing customers,  if  not  offset  by  sales  to  new  or existing
      customers,  could  have  a  material  adverse effect on the Company's
      business and financial condition.

    (c) USE OF ESTIMATES

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

    (d) PROPERTY, PLANT AND EQUIPMENT

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

         Buildings and improvements                     15 to 30 years
         Marine vessels and equipment                   5 to 18 years
         Machinery and equipment                        5 to 15 years
         Automobiles, trucks, tractors and trailers     2 to 5 years
         Furniture and fixtures                         3 to 7 years

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

      CHANGE IN ACCOUNTING ESTIMATE
      Effective October 1, 1999, the  Company  changed the estimated useful
      lives  on its marine vessels from fifteen years  to  eighteen  years.
      The Company  believes  the  revised  estimated useful lives will more
      appropriately reflect its financial results  by better matching costs
      over the estimated useful lives of these assets.   The effect of this
      change on net income for the three months ended December 31, 1999 was
      a reduction in depreciation expense of approximately $350,000.

    (e) GOODWILL

      The Company amortizes costs in excess of fair value of the net assets
      of businesses acquired using the straight-line method  over  a period
      not to exceed 30 years.  Recoverability is reviewed by comparing  the
      undiscounted  fair  value  of  cash flows of the assets, to which the
      goodwill  applies,  to the net book  value,  including  goodwill,  of
      assets.  Goodwill amortization  expense  recorded for the years ended
      December 31, 1999, 1998 and 1997 was $1,480,000,  $226,000  and none,
      respectively.

    (f) OTHER ASSETS

      Other   assets  consist  primarily  of  debt  acquisition  costs  and
      covenants not to compete.  Debt acquisition costs are being amortized
      over the  term  of  the  related  debt,  which is approximately seven
      years.   The  amortization  of  debt  acquisition   costs,  which  is
      classified as interest expense, was $593,000, $565,000  and  $266,000
      for  the  years ended December 31, 1999, 1998 and 1997, respectively.
      The covenants  not  to  compete are being amortized over the terms of
      the agreements, which is  four  years.  Amortization expense recorded
      on the covenants not to compete for  the  years  ended  December  31,
      1999, 1998 and 1997 was $265,000, $163,000 and $68,000, respectively.

    (g) CASH EQUIVALENTS

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

    (h) REVENUE RECOGNITION

      For  the  Company's  marine,  well  services, wireline,  rental  tool
      operations and environmental cleaning services, revenue is recognized
      when services or equipment are provided.   The  Company contracts for
      marine, well services, wireline and environmental  projects either on
      a  day  rate  or  turnkey  basis,  with  a  majority of its  projects
      conducted on a day rate basis.  The Company's rental tools are leased
      on  a  day  rate  basis, and revenue from the sale  of  equipment  is
      recognized  when  the  equipment  is  shipped.   Reimbursements  from
      customers for the cost  of  rental  tools  that  are  damaged or lost
      downhole are reflected as revenue at the time of the incident.

    (i) INCOME TAXES

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

    (j) EARNINGS PER SHARE

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

      On July 15, 1999, the Company effected an approximate 364 to 1  stock
      issuance  as  a result of the Merger.  All earnings per common  share
      amounts, references to common stock, and stockholders' equity amounts
      have  been  restated  as  if  the stock issuance had occurred  as  of
      the   earliest   period   presented.  The  effect  of  the  preferred
      dividends  on arriving at the income available to common stockholders
      was  $1,330,000  in  1999,  $738,000  in  1998  and  $30,000 in 1997.
      The  number  of  dilutive  stock options, convertible preferred stock
      shares and warrants used  in  computing  diluted  earnings  per share
      were  1,244,000 in 1997, and these securities were  anti-dilutive  in
      1998 and 1999.

    (k) FINANCIAL INSTRUMENTS

      The Company uses interest rate swap agreements to manage its interest
      rate exposure.  The Company  specifically designates these agreements
      as hedges of debt instruments  and  recognizes interest differentials
      as adjustments to interest expense in  the  period  the differentials
      occur.  Under interest rate swap agreements, the Company  agrees with
      other  parties  to  exchange,  at  specific intervals, the difference
      between fixed-rate and variable-rate  interest  amounts calculated by
      reference  to  an  agreed-upon notional principal amount.   The  fair
      value of the interest  rate swap agreements is estimated using quotes
      from counterparties and  represents  the cash receipt if the existing
      agreements had been settled at year-end.

    (l) COMPREHENSIVE INCOME

      In  June  1997,  the  Financial  Accounting  Standards  Board  issued
      Statement of Financial Accounting  Standards (FAS) No. 130, REPORTING
      COMPREHENSIVE  INCOME.   FAS  No.  130  establishes   standards   for
      reporting and display of comprehensive income and its components in a
      full  set  of  general  purpose  financial  statements.   The Company
      adopted  this standard in 1998.  Such adoption had no effect  on  the
      Company's  financial  statement  presentation  as  the Company has no
      items of other comprehensive income.

(3) SUPPLEMENTAL CASH FLOW INFORMATION (IN THOUSANDS)

<TABLE>
<CAPTION>
                                        1999          1998          1997
                                     ----------    ----------    ----------
<S>                                  <C>           <C>           <C>
Cash paid for:
  Interest                           $   12,019    $   10,329    $    3,428
                                     ==========    ==========    ==========

  Income taxes                       $      251    $    2,846    $    1,559
                                     ==========    ==========    ==========

Details of acquisitions:
  Fair value of assets               $  173,737    $   25,626    $        -
  Fair value of liabilities              55,679         1,541             -
  Common stock issued                   112,531         1,398             -
                                     ----------    ----------    ----------
  Cash paid                               5,527        22,687             -
  Less cash acquired                      1,413           314             -
                                     ----------    ----------    ----------
    Net cash paid for acquisitions   $    4,114    $   22,373    $        -
                                     ==========    ==========    ==========

Non-cash investing activity:
  Amounts due under covenant
    not-to-compete                   $      893    $        -    $      402
                                     ==========    ==========    ==========

Non-cash financing activity:
  Stock dividends issued on
    preferred stock                  $    1,330    $      738    $        -
                                     ==========    ==========    ==========
  Stock issued under subordinated
    debt agreement                   $      130    $    2,300    $        -
                                     ==========    ==========    ==========
</TABLE>



(4) BUSINESS COMBINATIONS

On July 15, 1999, the Company acquired Cardinal through a merger by issuing
30,239,568  shares  of  the Company's common stock.  Because  the  Cardinal
shareholders received 51%  of  the  outstanding common stock at the date of
the Merger, among other factors, the  transaction has been accounted for as
a reverse acquisition which has resulted  in  the  adjustment  of  the  net
assets  of Superior to its estimated fair value as required by the rules of
purchase  accounting.  The valuation of Superior's net assets is based upon
the 28,849,523  common  shares  outstanding  prior  to  the  Merger  at the
approximate  trading  price  of $3.78 at the time of the negotiation of the
Merger on April 21, 1999.  The  purchase  price allocated to net assets was
$54.2 million.  The revaluation reflected excess  purchase  price  of $54.8
million  over the fair value of net assets, which was recorded as goodwill.
The results  of  operations  of  Superior  have been included from July 15,
1999.

Effective  November  1,  1999, the Company acquired  Production  Management
Companies,  Inc. ("PMI") for  aggregate consideration  consisting  of  $3.0
million in cash and  610,000  shares  of  the  Company's common stock at an
approximate trading price of $5.66.  Additional consideration, if any, will
be  based  upon  a  multiple  of four times PMI's EBITDA  (earnings  before
interest, income taxes, depreciation and amortization expense) less certain
adjustments.  The additional consideration  will  be  paid on the first and
third  anniversary  of  the  acquisition,  and in no event will  the  total
additional  payments exceed $11 million. If the  overall  current  industry
activity levels  continue,  the additional consideration actually paid will
be materially less than the maximum  consideration.   The  acquisition  was
accounted  for  as  a  purchase, and PMI's assets and liabilities have been
revalued  at  their  estimated  fair  market  value.   The  purchase  price
allocated to net assets  was $3.5 million, and the excess purchase price of
$3.0 million over the fair  value  of  net assets was recorded as goodwill.
The results of operations of PMI have been included from November 1, 1999.

Effective July 1, 1999, Superior sold two  subsidiaries  for  a  promissory
note  having  an  aggregate  principal  amount of $8.9 million, which bears
interest  of  7.5%  per  annum.   These  two subsidiaries  were  originally
acquired  in  the  second  quarter  of 1998.  As  part  of  the  sale,  the
purchasers were granted the right to  resell  the  capital stock of the two
companies to the Company in 2002 subject to certain  terms  and conditions.
No gain or loss was recorded on this sale.

In 1998, Cardinal acquired all of the outstanding stock of three  companies
for an aggregate purchase price of $24.1 million with a combination of cash
and   stock   as   consideration  for  the  acquisitions.   Each  of  these
acquisitions was accounted for using the purchase method and the results of
operations  of  the  acquired  companies  have  been  included  from  their
respective acquisition dates.

The following unaudited  pro forma information for the years ended December
31, 1999 and 1998, presents a summary of consolidated results of operations
of Superior and Cardinal as  if the Merger, the acquisitions, and the sales
of  subsidiaries,  had  occurred   on  January  1,  1998,  with  pro  forma
adjustments to give effect to amortization  of  goodwill,  depreciation and
certain  other  adjustments, together with related income tax  effects  (in
thousands, except per share amounts).

<TABLE>
<CAPTION>
                                                           1999          1998
                                                        ----------    ----------
<S>                                                     <C>           <C>
Revenues                                                $  191,312    $  230,744
                                                        ==========    ==========

Income before extraordinary losses                      $      509    $    2,869
                                                        ==========    ==========

Basic earnings per share before extraordinary losses    $     0.01    $     0.05
                                                        ==========    ==========

Diluted earnings per share before extraordinary losses  $     0.01    $     0.05
                                                        ==========    ==========
</TABLE>



The above pro forma  financial information is not necessarily indicative of
the results of operations as they would have been had the acquisitions been
effected on January 1, 1998.

Most  of  Superior's  acquisitions   have  involved  additional  contingent
consideration based upon a multiple of  the  acquired companies' respective
average  EBITDA  over  a  three  year period from the  respective  date  of
acquisition.  In no event will the  maximum  aggregate consideration exceed
$49.3 million  for all acquisitions inclusive  of  the PMI acquisition.  If
the  overall  current  industry  activity levels continue,  the  additional
consideration  actually  paid will be  materially  less  than  the  maximum
consideration.  The additional  consideration is not currently reflected in
the respective companies' purchase price.  The additional consideration, if
any, will be capitalized as additional purchase price.

(5) PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment at December 31, 1999 and 1998
(in thousands) is as follows:


<TABLE>
<CAPTION>
                                                   1999          1998
                                                ----------    ----------
<S>                                             <C>           <C>

Buildings and improvements                      $   57,416    $   56,300
Marine vessels and equipment                        10,076         2,684
Machinery and equipment                             87,982        18,881
Automobiles, trucks, tractors and trailers           5,427         2,604
Furniture and fixtures                               3,088         1,703
Construction-in-progress                               881             -
Land                                                 2,730           313
                                                ----------    ----------
                                                   167,600        82,485
Accumulated depreciation                           (32,877)      (22,157)
                                                ----------    ----------

Property, plant and equipment, net              $  134,723    $   60,328
                                                ==========    ==========
</TABLE>




The  cost of property, plant and equipment  leased  to  third  parties  was
$7,065,000 at December 31, 1999 and 1998.

(6) NOTES PAYABLE, LONG-TERM DEBT AND SUBORDINATED DEBT

NOTES PAYABLE

The Company's notes payable as of December 31, 1999 and 1998 consist of the
following (in thousands):

<TABLE>
<CAPTION>
                                                                    1999        1998
                                                                 ----------  ----------
<S>                                                              <C>         <C>
Notes payable - bear interest at 7.25%, due March 15, 2000       $    3,669  $        -
Revolving Credit Facility - paid in July 1999                             -       4,440
                                                                 ----------  ----------
                                                                 $    3,669  $    4,440
                                                                 ==========  ==========
</TABLE>



The notes payable outstanding at December 31, 1999 represent the additional
contingent  consideration  that  was  earned  by  two  of  Superior's  1997
acquisitions and were paid according to their terms subsequent to year end.

LONG-TERM DEBT

The  Company's  long-term  debt as of December 31, 1999 and 1998 consist of
the following (in thousands):

<TABLE>
<CAPTION>
                                                                   1999         1998
                                                                ----------   ----------
<S>                                                             <C>          <C>
Term Loan A - interest payable monthly at floating rate
  (8.87% at December 31, 1999), due in quarterly
  installments from December 1999 through September 2005        $   21,551   $        -
Term Loan B - interest payable monthly at floating rate
  (9.37% at December 31, 1999), due in quarterly
  installments from December 1999 through September 2005
  with two lump sum payments due in 2006                            97,930            -
Previous Term Loan A - paid in July 1999                                 -       51,250
Previous Term Loan B - paid in July 1999                                 -       58,126
Other installment notes payable (interest rates ranging
  from 5.9% to 11.25%), due in 2001                                    557            -
                                                                ----------   ----------
                                                                   120,038      109,376
Less current portion                                                 2,579        7,096
                                                                ----------   ----------
Long-term debt                                                  $  117,459   $  102,280
                                                                ==========   ==========
</TABLE>




On July 15, 1999, the Company  entered  into  a  $152 million term loan and
revolving  credit facility.  The credit facility was implemented to provide
$110  million  term  loan  to  refinance  the combined debt of Superior and
Cardinal, provide  a  $20 million working  capital facility and $22 million
of borrowings that may be used to fund the  additional  consideration  that
may be payable as a result of Superior's prior  acquisitions.  The  Company
executed  an  amendment  to  the  credit  facility  on  November 3, 1999 to
increase the maximum borrowings under the credit facility by $10 million to
refinance PMI's existing indebtedness and  to  pay  the cash portion of the
acquisition  price  for  PMI.   Under  the  amended  credit  facility,  the
term loans require  quarterly  principal installments  commencing  December
31,  1999  in  the  aggregate amount of $519,000  and  then  increasing  up
to an aggregate of approximately $1.6 million a quarter until 2006 when $92
million will be due and payable.   As  amended, the term loan and revolving
credit facility bears interest at a LIBOR  rate  plus margins  that  depend
on the Company's leverage ratio.  Indebtedness under the credit facility is
secured  by  substantially  all  of  the  assets  of  the  Company  and its
subsidiaries  and  a pledge  of  all  the  common  stock of  the  Company's
subsidiaries.   Pursuant  to  the  credit  facility, the  Company  has also
agreed to maintain certain debt coverage and leverage  ratios.   The credit
facility also imposes certain limitations on the  ability  of  the  Company
and its subsidiaries to  make  capital expenditures, pay dividends or other
distributions, make acquisitions, make changes  to the  capital  structure,
create  liens  or incur additional indebtedness.  At December 31, 1999, the
Company was in compliance with all such covenants.

Annual maturities of long-term debt for  each  of  the  five  fiscal  years
following  December  31,  1999  and  in total thereafter are as follows (in
thousands):

<TABLE>
<CAPTION>
<S>                                                <C>
2000                                               $   2,579
2001                                                   3,767
2002                                                   4,529
2003                                                   5,621
2004                                                   6,440
Thereafter                                            97,102
                                                   ---------

    Total                                          $ 120,038
                                                   =========
</TABLE>


SUBORDINATED DEBT

In connection with the recapitalization (see note 8), Cardinal borrowed $20
million under the terms of a Senior Subordinated Notes Agreement, which was
repaid in July 1999.

The early extinguishment of the Cardinal  and Superior indebtedness in July
1999  resulted in an extraordinary loss of $4.5  million,  net  of  a  $2.1
million  income tax benefit, which included the premium on the subordinated
debt and the write-off of unamortized debt acquisition costs.

(7) INCOME TAXES

The components of income tax expense (benefit) before the income tax effect
of the extraordinary losses for the years ended December 31, 1999, 1998 and
1997 are as follows (in thousands):

<TABLE>
<CAPTION>

                                    1999         1998         1997
                                 ----------   ----------   ----------
<S>                              <C>          <C>          <C>
Current
  Federal                        $   (3,101)  $    1,127   $    2,286
  State                                (150)          66          134
                                 ----------   ----------   ----------
                                     (3,251)       1,193        2,420
                                 ----------   ----------   ----------

Deferred
  Federal                             2,354          (42)       1,823
  State                                 286           (2)         107
                                 ----------   ----------   ----------
                                      2,640          (44)       1,930
                                 ----------   ----------   ----------
                                 $     (611)  $    1,149   $    4,350
                                 ==========   ==========   ==========
</TABLE>



Income tax  expense (benefit) differs from the amounts computed by applying
the US. Federal  income  tax  rate  of 34% to income before income taxes as
follows (in thousands):

<TABLE>
<CAPTION>
                                              1999         1998         1997
                                           ----------   ----------   ----------
<S>                                        <C>          <C>          <C>

Computed expected tax expense (benefit)    $     (899)  $      800   $    2,949
Increase (decrease) resulting from:
  Goodwill amortization                           502           89            -
  Interest related to warrants                      -          130          739
  State income taxes                              136           75          277
  Prior year overaccrual                         (167)        (183)           -
  Other                                          (183)         238          385
                                           ----------   ----------   ----------

Income tax expense (benefit)               $     (611)  $    1,149   $    4,350
                                           ==========   ==========   ==========
</TABLE>



The significant components of deferred income taxes at December 31, 1999
and 1998 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                          1999         1998
                                                       ----------   ----------
<S>                                                    <C>          <C>
Deferred tax assets:
  Allowance for doubtful accounts                      $    1,187   $      315
  Alternative minimum tax credit and net
    operating loss carryforward                             7,777          776
  Other                                                       854          548
                                                       ----------   ----------
                                                            9,818        1,639
  Valuation allowance                                      (1,198)           -
                                                       ----------   ----------
      Net deferred tax asset                                8,620        1,639
                                                       ----------   ----------

Deferred tax liabilities:
  Property, plant and equipment                            18,647        5,795
  Other                                                       928          360
                                                       ----------   ----------
                                                           19,575        6,155
                                                       ----------   ----------
                                                       $   10,955   $    4,516
                                                       ==========   ==========
</TABLE>



The net change in the valuation allowance  for  the year ended December 31,
1999 was an increase of  $1.2 million.  There was no valuation allowance at
December  31,  1998  or  1997.   The  net  deferred  tax   assets   reflect
management's  estimate  of  the  amount  that  will be realized from future
profitability and the reversal of taxable temporary differences that can be
predicted with reasonable certainty.

As of December 31, 1999, the Company had a net operating  loss carryforward
of an estimated $15.6 million, which is available to reduce  future Federal
taxable income through 2014.

(8) STOCKHOLDERS' EQUITY

In July 1999, the Company's stockholders approved the 1999 Stock  Incentive
Plan ("1999 Incentive  Plan")  to  provide  long-term incentives to its key
employees, including officers and directors,  consultants  and  advisers to
the Company ("Eligible Participants").  Under the 1999 Incentive Plan,  the
Company may grant  incentive  stock  options,  non-qualified stock options,
restricted  stock,  stock  awards or any combination  thereof  to  Eligible
Participants for up to 5,929,327 shares of the Company's common stock.  The
Compensation  Committee  of  the  Board  of  Directors establishes the term 
and  the  exercise  price  of  any  stock  options  granted  under the 1999
Incentive Plan, provided the exercise price may not be less than  the  fair
market value of the common share on the date of grant.

In addition  to  the 1999 Incentive Plan, Superior maintains its 1995 Stock
Incentive  Plan  ("1995  Incentive  Plan"),  as  amended.   Under  the 1995
Incentive  Plan,  as  amended,   the  Company  may  grant  incentive  stock
options, non-qualified stock options, restricted stock, stock awards or any
combination thereof  to  Eligible  Employees  which  consists  of  its  key
employees,  including  officers  and  directors  who  are  employees of the
Company  for  up to 1,900,000 shares of the Company's common stock.  All of
the Company's  1995  Stock Incentive Plan's options which have been granted
are vested.

Prior to the Merger, Cardinal had no stock option plan.

A  summary  of stock options granted under the incentive plans for the year
ended December 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                         1999
                                                       --------
                                                  Number        Weighted
                                                    of           Average
                                                  Shares         Price
                                                ------------------------
<S>                                             <C>             <C>
Outstanding at beginning of year                 1,696,500      $   4.49
Granted                                          2,612,617      $   5.74
Exercised                                         (148,700)     $   2.87
Forfeited                                          (25,500)     $   6.19
                                                ----------      --------

Outstanding at end of year                       4,134,917      $   5.56
                                                ==========      ========

Exercisable at end of year                       1,522,300      $   5.26
                                                ==========      ========

Available for future grants                      3,406,210
                                                ==========
</TABLE>


A summary of  information  regarding  stock options outstanding at December 31,
1999 is as follows:

<TABLE>
<CAPTION>
                                    Options Outstanding         Options Exercisable
                                   ------------------------    ----------------------
 Range of                           Remaining      Weighted                Weighted
 Exercise                          Contractual     Average                 Average
  Prices             Shares            Life         Price       Shares      Price
-------------------------------------------------------------------------------------
<S>                <C>             <C>             <C>          <C>        <C>
$2.50 - $3.43        594,800       5 - 7 years     $  3.02      594,800    $   3.02
$4.75 - $9.25      3,540,117       7 - 10 years    $  5.99      927,500    $   6.69
</TABLE>



The Company accounts for its stock based  compensation under the principles
prescribed by the Accounting Principles Board's  Opinion No. 25, ACCOUNTING
FOR  STOCK  ISSUED  TO  EMPLOYEES (Opinion No. 25). However,  Statement  of
Financial Accounting Standards  (FAS)  No.  123, ACCOUNTING FOR STOCK-BASED
COMPENSATION permits the continued use of the value based method prescribed
by Opinion No. 25 but requires additional disclosures,  including pro forma
calculations of earnings and net earnings per share as if  the  fair  value
method  of  accounting prescribed by FAS No. 123 had been applied.  The pro
forma data presented below is not representative of the effects on reported
amounts for future years (in thousands, except per share amounts).

<TABLE>
<CAPTION>
                                                        As Reported     Pro forma
                                                        -----------    -----------
                                                           1999            1999
                                                           ----            ----
<S>                                                     <C>            <C>
Net loss                                                $    (6,548)   $    (9,552)
Basic  loss per share                                   $     (0.25)   $     (0.35)
Diluted loss per share                                  $     (0.25)   $     (0.35)
Average fair value of grants during the year            $         -    $      3.64

Black-Scholes option pricing model assumptions:
    Risk free interest rate                                                   5.8%
    Expected life (years)                                                       2
    Volatility                                                              125.7%
    Dividend yield                                                              -
</TABLE>



In 1999 and 1998,  pursuant  to  the stock awards plan adopted by Cardinal,
shares of Class A common stock and  Class C preferred stock were awarded to
certain members of management.  Compensation  expense was recorded for fair
value of these awards, as estimated based on sales  of  similar stock.  The
stock awards plan was eliminated as a result of the Merger.

In  February  1998,  Cardinal completed a recapitalization and  refinancing
which was funded through a combination of senior secured debt, subordinated
debt and equity investments.  As a result of the recapitalization, Cardinal
recorded an increase in  equity of $57.5 million from the issuance of Class
A common stock and Class C  preferred stock; incurred $7.1 million of costs
associated with the debt acquisition and reduction to net proceeds from the
issuance of stock; recorded a  reduction  in  equity of $114.8 million from
the redemption of Class A common stock and Class  C  preferred  stock;  and
recorded  an extraordinary loss of $10.9 million for the estimated value of
warrants of  $10.5  million  and  unamortized  debt  acquisition  costs  of
$379,000 (net of $214,000 income tax benefit).

(9) PROFIT-SHARING PLAN

The Company maintains various defined contribution profit-sharing plans for
employees   who  have  satisfied  minimum  service  and  age  requirements.
Employees may  contribute  up  to  15% of their earnings to the plans.  The
Company  matches employees' contributions  up  to  2.5%  of  an  employee's
salary.  The  Company made contributions of $142,000, $299,000 and $209,000
in 1999, 1998 and 1997, respectively.

(10) FINANCIAL INSTRUMENTS

The Company utilizes  derivative  instruments  on a limited basis to manage
risks related to interest rates.  The Company designates  these  agreements
as  hedges  of  debt  instruments and recognizes interest differentials  as
adjustments to interest  expense in the period the differential occurs.  At
December 31, 1999, 1998 and  1997,  the  Company  had  interest  rate  swap
agreements  with notional amounts totaling $46.2 million, $48.4 million and
$10.6 million,  respectively,  to  convert an equal amount of variable rate
long-term debt to fixed rates.  The  swaps  mature  in  March  of  2001 and
October  of  2002.  The swaps require the Company to pay a weighted-average
interest rate  of  5.81% in 1999 and 1998 and 5.8% in 1997 and to receive a
variable rate, which  averaged  5.2%, 5.5% and 5.6% in 1999, 1998 and 1997,
respectively.  As a result of these  swap  agreements, interest expense was
increased by $299,000 in 1999, $107,000 in 1998  and  $6,000  in 1997.  The
effect  to  the Company to terminate these swap agreements at December  31,
1999 is estimated to be a gain of approximately $350,000.

With  the  exception  of  derivative  instruments,  the Company's financial
instruments  of  cash  and  cash equivalents, accounts receivable, accounts
payable  and  long-term  debt have carrying values, which approximate their
fair market value.

(11) COMMITMENTS AND CONTINGENCIES

The Company leases  certain  office,  service and assembly facilities under
operating leases.  The leases expire at various dates over the next several
years.  Total rent expense was $683,000  in  1999,  $749,000  in  1998  and
$948,000  in  1997.   Future  minimum  lease  payments under non-cancelable
leases  for  the  five  years  ending December 31, 2000  through  2004  and
thereafter  are  as  follows:  $1,264,000,  $774,000,  $683,000,  $597,000,
$455,000 and $331,000, respectively.

In September 1999, one  of  the  Company's two hundred-foot class liftboats
was  damaged in the Gulf of Mexico.   The  vessel  was  fully  insured  and
management  does  not  believe  any  related  unasserted claims will have a
material  effect  on  the  financial  position, results  of  operations  or
liquidity  of  the  Company.  In late December,  the  Company  received  an
insurance settlement  of  $6.6  million  which  is  expected to pay for the
refurbishment of the vessel, replace lost equipment and pay for the loss of
hire during the period the vessel will be out of commission.

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

(12) RELATED PARTY TRANSACTIONS

Cardinal  paid consulting fees, which is reported in other expenses,  to  a
related party  of  $1,150,000  in  1997.  No such fees were paid in 1999 or
1998.

(13) SEGMENT INFORMATION

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

The accounting policies of the reportable  segments  are  the same as those
described in Note 2 of the Notes to the Consolidated Financial  Statements.
The  Company  evaluates the performance of its operating segments based  on
operating profits  or  losses.   Segment  revenues  reflect direct sales of
products  and  services for that segment, and each segment  records  direct
expenses related  to its employees and its operations.  Identifiable assets
are primarily those assets directly used in the operations of each segment.

Summarized financial information concerning the Company's segments as of
December 31, 1999, 1998 and 1997 and for the years then ended is shown in
the following tables (in thousands):

<TABLE>
<CAPTION>
                               Well                           Rental                  Field               Unallocated  Consolidated
1999                         Service    Wireline   Marine     Tools      Environ.     Mgmt.      Other      Amount        Total
----                         ------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>          <C>
Identifiable assets          $  39,878  $  30,961  $  48,655  $ 134,287  $   8,525  $  12,768  $   4,533  $   2,648    $ 282,255
Capital expenditures             2,297        652      1,417      4,209        579         13         12          -        9,179

Revenues                     $  29,862  $  28,264  $  23,822  $  21,302  $   3,480  $   4,340  $   2,006  $       -    $ 113,076
Costs of services               19,394     19,692     14,649      6,518      2,241      3,848      1,022          -       67,364
Depreciation and amortization    2,474      2,465      3,605      3,688        180        150         63          -       12,625
General and administrative       5,690      5,490      4,366      5,194      1,171        584        576          -       23,071
Operating income                 2,304        617      1,202      5,902       (112)      (242)       345          -       10,016
Interest expense                     -          -          -          -          -          -          -    (12,969)     (12,969)
Interest income                      -          -          -          -          -          -          -        308          308
                             ------------------------------------------------------------------------------------------------------
Income before income taxes
 and extraordinary loss      $   2,304  $     617  $   1,202  $   5,902  $    (112) $    (242) $     345  $ (12,661)   $  (2,645)
                             ======================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                          Well                              Unallocated   Consolidated
1998                                    Services    Wireline    Marine         Amount        Total
----                                    --------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>           <C>

Identifiable assets                     $  21,175   $  28,920   $  53,844   $    4,022    $ 107,961  
Capital expenditures                        5,925       1,104      12,010            -       19,039

Revenues                                   18,794      26,315      37,114            -       82,223
Cost of services                           12,777      16,470      14,691            -       43,938
Depreciation and amortization               1,794       1,296       3,432            -        6,522
General and administrative                  4,592       5,803       5,810            -       16,205
Operating income                             (369)      2,746      13,181            -       15,558
Interest expense                                -           -           -      (13,206)     (13,206)
                                        --------------------------------------------------------------
Income before income taxes
 and extraordinary loss                 $    (369)  $   2,746   $  13,181   $  (13,206)   $   2,352
                                        ==============================================================
</TABLE>


<TABLE>
<CAPTION>
                                          Well                              Unallocated   Consolidated
1997                                    Services    Wireline    Marine         Amount        Total
----                                    --------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>           <C>
Identifiable assets                     $   8,826   $   7,305   $  45,641   $      615    $  62,387
Capital expenditures                        5,140         786      13,054            -       18,980

Revenues                                $  10,317   $  20,209   $  32,886   $        -    $  63,412
Cost of services                            7,804      13,035      12,643            -       33,482
Depreciation and amortization               1,278         570       2,359            -        4,207
General and administrative                  1,984       3,734       4,720            -       10,438
Operating income                             (749)      2,870      13,164            -       15,285
Interest expense                                -           -           -       (5,464)      (5,464)
Other                                           -           -           -       (1,150)      (1,150)
                                        --------------------------------------------------------------
Income before income taxes
  and extraordinary loss                $    (749)  $   2,870   $  13,164   $   (6,614)   $   8,671
                                        ==============================================================
</TABLE>


(14) INTERIM FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of consolidated interim financial information
for the years ended December 31, 1999 and 1998 (amounts in thousands,
except per share data):

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                         ---------------------------------------------------------
                                          March 31       June 30         Sept. 30        Dec. 31
                                         ----------     ----------      ----------      ----------
<S>                                      <C>            <C>             <C>             <C>
1999
----
Revenues                                 $   18,978     $   16,267      $   33,729      $   44,102
Gross profit                                  8,472          2,838          15,037          19,365
Income (loss) before extraordinary
  loss                                         (453)        (4,361)            978           1,802
Net income (loss)                              (453)        (4,361)         (3,536)          1,802
Earnings (loss) before extraordinary
  loss per share:
    Basic                                $    (0.18)    $    (0.75)     $     0.02      $     0.03
    Diluted                                   (0.18)         (0.75)           0.02            0.03
Earnings (loss) per share:
    Basic                                $    (0.18)    $    (0.75)     $    (0.07)     $     0.03
    Diluted                                   (0.18)         (0.75)          (0.07)           0.03
</TABLE>


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                         ---------------------------------------------------------
                                          March 31       June 30         Sept. 30        Dec. 31
                                         ----------     ----------      ----------      ----------
<S>                                      <C>            <C>             <C>             <C>
1998
----
Revenues                                 $   18,982     $   20,909      $   17,765      $   24,567
Gross profit                                  9,851          9,668           6,196          12,570
Income (loss) before extraordinary
  loss                                          984           (384)           (761)          1,364
Net income (loss)                            (9,901)          (384)           (761)          1,364
Earnings (loss) before extraordinary
  loss per share:
    Basic                                $     0.07     $    (0.19)     $    (0.13)     $     0.22
    Diluted                                    0.07          (0.19)          (0.13)           0.10
Earnings (loss) per share:
    Basic                                $    (0.66)    $    (0.19)     $    (0.13)     $     0.22
    Diluted                                   (0.66)         (0.19)          (0.13)           0.10
</TABLE>


(15) ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards  (FAS)  No.  133,  ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES.  FAS No. 133, as  amended, is effective
for all fiscal quarters of fiscal years beginning after  June  15, 2000 and
establishes  accounting and reporting standards for derivative instruments,
including certain  derivative  instruments embedded in other contracts, and
for  hedging  activities.   FAS  No.   133  requires  that  all  derivative
instruments be recorded on the balance sheet  at their fair value.  Changes
in the fair value of derivatives are to be recorded  each period in current
earnings or other comprehensive income, depending on whether  a  derivative
is  designated  as  part of a hedge transaction and, if it is, the type  of
hedge transaction.  Earlier  application of the provisions of the Statement
is encouraged and is permitted  as  of  the beginning of any fiscal quarter
that begins after the issuance of the Statement.   The  Company has not yet
assessed the financial impact of adopting this statement.


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

None


PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  required  by this item  will  be  included  in  the  Company's
definitive proxy statement  in  connection  with its 2000 Annual Meeting of
Stockholders and is incorporated herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION

Information  required  by  this  item  will be included  in  the  Company's
definitive proxy statement in connection  with  its  2000 Annual Meeting of
Stockholders and is incorporated herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information  required  by  this  item  will  be included in  the  Company's
definitive proxy statement in connection with  its  2000  Annual Meeting of
Stockholders and is incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  required  by  this  item  will  be  included  in the Company's
definitive  proxy statement in connection with its 2000 Annual  Meeting  of
Stockholders and is incorporated herein by reference.


PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

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


   Independent Auditors' Reports
   Consolidated Balance Sheets - December 31, 1999 and 1998
   Consolidated Statements of Operations for the years ended  December  31,
   1999, 1998 and 1997
   Consolidated Statements of Changes in Stockholders' Equity (Deficit) for
   the years ended December 31, 1999, 1998 and 1997
   Consolidated  Statements  of Cash Flows for the years ended December 31,
   1999, 1998 and 1997

   Notes to Consolidated Financial Statements

    (2)  Financial Statement Schedules

 
  Schedule II - Valuation and  Qualifying  accounts  for  the  years ended
   December 31, 1999, 1998 and 1997.


    (3)  Exhibits

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

(b) Reports on Form 8-K

   On  November 12, 1999, the Company filed a current report  on  Form  8-K
   reporting,  under  Items  5  and 7, the results for the third quarter of
   1999 and the consummation of the  acquisition  of  Production Management
   Companies, Inc.

<PAGE>

                                SIGNATURES

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


                                        SUPERIOR ENERGY SERVICES, INC.


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

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

<TABLE>
<CAPTION>

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

/S/  TERENCE E. HALL          Chairman of the Board,                    March 30, 2000
      TERENCE E. HALL         Chief Executive Officer and President
                              (Principal Executive Officer)

/S/  ROBERT S. TAYLOR         Chief Financial Officer (Principal        March 30, 2000
      ROBERT S. TAYLOR        Financial and Accounting Officer)


/S/  JUSTIN L. SULLIVAN       Director                                  March 30, 2000
     JUSTIN L. SULLIVAN


/S/  ROBERT E. ROSE           Director                                  March 30, 2000
     ROBERT E. ROSE


 /S/  WILLIAM MACAULAY        Director                                  March 30, 2000
      WILLIAM MACAULAY


/S/  BEN GUILL                Director                                  March 30, 2000
     BEN GUILL


/S/  Richard Bachmann         Director                                  March 30, 2000
     RICHARD BACHMANN

<PAGE>
              SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
               Schedule II Valuation and Qualifying Accounts
                     December 31, 1999, 1998 and 1997
                              (in thousands)

</TABLE>


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

Year ended December 31, 1999:           $      868       $     518    $     1,790     $      284   $    2,892
   Allowance for doubtful accounts

Year ended December 31, 1998:           $      569       $     291    $         8     $        -   $      868
   Allowance for doubtful accounts

Year ended December 31, 1997:           $      569       $       -    $         -     $        -   $      569
   Allowance for doubtful accounts
</TABLE>



<PAGE>

INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION                                            SEQ. NO.
                                                           
<S>         <C>                                                        <C>
2.1         Agreement and Plan of Merger (incorporated herein by
            reference to Exhibit 2.1 to the Company's Current Report
            on Form 8-K dated April 20, 1999).

2.2         Amendment No. 1 to Agreement and Plan of Merger
            (incorporated herein by reference to Exhibit 2.1 to the
            Company's Current Report on Form 8-K dated June 30, 1999).

3.1         Certificate of Incorporation of the Company (incorporated
            herein by reference to the Company's Quarterly Report on
            Form 10-QSB for the quarter ended March 31, 1996).

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

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

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

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

4.3         Registration Rights Agreement dated as of July 15, 1999 by
            and among the Company and certain stockholders named
            therein (incorporated herein by reference to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June
            30, 1999).

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

10.1        Credit Agreement dated as of July 15, 1999 by and among
            the Company, General Electric Capital Corporation and
            others (incorporated herein by reference to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June
            30, 1999).

10.2*       Superior Energy Services, Inc. 1999 Stock Incentive Plan
            as amended.

10.3        Amendment and Assumption Agreement dated as of November 3,
            1999 by and among the Company, General Electric Capital
            Corporation and others (incorporated herein by reference
            to the Company's Quarterly Report on Form 10-Q for the
            quarter ended September 30, 1999).

10.4        Form of Consultant Option, as amended (incorporated herein
            by reference to the Company's Annual Report on Form 10-KSB
            for the fiscal year ended December 31, 1995).

10.5*       Employment Agreement between the Company and Terence Hall.

10.6*       Employment Agreement between the Company and Kenneth
            Blanchard.

10.7*       Employment Agreement between the Company and Charles
            Funderburg.

10.8*       Employment Agreement between the Company and Robert
            Taylor.

10.9*       Employment Agreement between the Company and James
            Holleman.

10.10*      Employment Agreement between the Company and Dale
            Mitchell.

21.1*       Subsidiaries of the Company.

23.1*       Consent of KPMG LLP.

23.2*       Consent of Ernst & Young LLP.

27.1*       Financial Data Schedule.
</TABLE>


_______________

* Filed herein










         SUPERIOR ENERGY SERVICES, INC. 1999 STOCK INCENTIVE PLAN


     1.   PURPOSE.   The  purpose  of  the  1999  Stock Incentive Plan (the
"Plan")  of  Superior  Energy Services, Inc. ("Superior")  is  to  increase
stockholder  value  and to  advance  the  interests  of  Superior  and  its
subsidiaries (collectively,  the  "Company")  by  furnishing  a  variety of
equity  incentives  (the  "Incentives")  designed  to  attract,  retain and
motivate  officers, directors, key employees, consultants and advisers  and
to strengthen  the mutuality of interests between such persons and Superior
stockholders.  Incentives  may  consist  of  opportunities  to  purchase or
receive shares of common stock, $.001 par value per share, of Superior (the
"Common Stock"), on terms determined under the Plan.

     2.   ADMINISTRATION.

          2.1.   COMPOSITION.   The  Plan  shall  be  administered  by  the
     compensation  committee of the Board of Directors of Superior, or by a
     subcommittee  of   the   compensation  committee.   The  committee  or
     subcommittee that administers  the  Plan shall hereinafter be referred
     to as the "Committee".  The Committee  shall consist of not fewer than
     two members of the Board of Directors, each  of whom shall (a) qualify
     as  a  "disinterested  person" under Rule 16b-3 under  the  Securities
     Exchange Act of 1934
 (the  "1934  Act"), as currently in effect or any
     successor rule, and (b) qualify as an "outside director" under Section
     162(m) of the Internal Revenue Code  (the  "Code"),  as  currently  in
     effect or any successor provision.

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

     3.   ELIGIBLE PARTICIPANTS.

          3.1. OFFICERS, KEY EMPLOYEES, CONSULTANTS AND ADVISERS.  Officers
     (including officers  who  also serve as directors of the Company), key
     employees,  consultants and  advisers  to  the  Company  shall  become
     eligible to receive  Incentives  under the Plan when designated by the
     Committee.  Participants may be designated  individually  or by groups
     or  categories,  as the Committee deems appropriate.  With respect  to
     participants not subject  to  Section  16  of  the 1934 Act or Section
     162(m)  of  the  Code,  the  Committee  may  delegate  to  appropriate
     personnel  of the Company its authority to designate participants,  to
     determine the  size  and  type  of  Incentives to be received by those
     participants  and to determine or modify  performance  objectives  for
     those participants.

     3.2. OUTSIDE DIRECTORS.  Members of the Board of Directors of Superior
     who  are  not  also  full-time  employees  of  the  Company  ("Outside
     Directors") may  receive  awards  under  the Plan only as specifically
     provided in Section 9 hereof.

     4.   SHARES SUBJECT TO THE PLAN.

          4.1. NUMBER OF SHARES.

               (A) Subject to adjustment as provided  in  Section  10.6,  a
          total  of   5,929,327 shares of Common Stock are authorized to be
          issued under  the  Plan.   Awards that by their terms may be paid
          only in cash shall not be counted against such share limit.

               (B)  Subject to adjustment  as  provided  in  Section  10.6,
          Incentives  with  respect  to  no  more  than 1,000,000 shares of
          Common  Stock  may  be  granted  through  the Plan  to  a  single
          participant in one calendar year.

               (C) In the event that a stock option or  other award granted
          hereunder expires or is terminated or cancelled prior to exercise
          or  issuance  of  shares,  any shares of Common Stock  that  were
          issuable thereunder may again be issued under the Plan.

               (D) In the event that shares  of  Common Stock are issued as
          Incentives   under  the  Plan  and thereafter  are  forfeited  or
          reacquired  by  the  Company pursuant  to  rights  reserved  upon
          issuance thereof, such  forfeited and reacquired shares may again
          be issued under the Plan.

               (E) The number of shares  of Common Stock that may be issued
          pursuant to incentive stock options under Section 422 of the Code
          may not exceed 250,000 shares.

               (F) Subject to the other provisions of this Section 4.1, the
          maximum number of shares of Common  Stock  with  respect to which
          awards  may be issued in the form of restricted stock  and  Other
          Stock-Based  Awards  (as  defined  herein)  payable  in shares of
          Common Stock shall be 250,000 shares.

               (G)  If  the  exercise  price of any option is satisfied  by
          tendering shares of Common Stock  to the Company, only the number
          of  shares  issued net of the shares  tendered  shall  be  deemed
          issued for purposes  of  determining the maximum number of shares
          available for issuance under  Section 4.1.A.  However, all of the
          shares issued upon exercise shall  be  deemed issued for purposes
          of determining the maximum number of shares  that  may  be issued
          pursuant to incentive stock options under Section 4.1.E.

               (H) Additional  rules  for  determining the number of shares
          granted under the Plan may be made by the Committee,  as it deems
          necessary or appropriate.

          4.2.  TYPE  OF COMMON STOCK.  Common Stock issued under the  Plan
     may be authorized  and  unissued  shares  or  issued  shares  held  as
     treasury  shares,  including  shares  acquired  in  the open market or
     otherwise obtained by the Company.

     5.   TYPES OF INCENTIVES.  Incentives may be granted under the Plan to
eligible participants in any of the following forms, either individually or
in  combination,  (a)  incentive  stock  options  and  non-qualified  stock
options; (b) restricted stock; and (c) other stock-based awards.

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

          6.1. PRICE.  The exercise price  per share shall be determined by
     the Committee, subject to adjustment under Section 10.6; provided that
     in no event shall the exercise price be  less  than  the  Fair  Market
     Value of a share of Common Stock on the date of grant.

          6.2. NUMBER.  The number of shares of Common Stock subject to the
     option  shall  be  determined by the Committee, subject to Section 4.1
     and subject to adjustment as provided in Section 10.6.

          6.3. DURATION AND  TIME  FOR  EXERCISE.   The  term of each stock
     option shall be determined by the Committee.  Subject to the automatic
     acceleration of exercisability under Section 10.12, each  stock option
     shall  become  exercisable  at  such time or times during its term  as
     shall be determined by the Committee.   Notwithstanding the foregoing,
     the Committee may accelerate the exercisability of any stock option at
     any time.

          6.4. REPURCHASE.  Upon approval of the Committee, the Company may
     repurchase a previously granted stock option  from  a  participant  by
     mutual  agreement  before such option has been exercised by payment to
     the participant of the amount per share by which:  (i) the Fair Market
     Value (as defined in Section 10.13) of the Common Stock subject to the
     option on the business  day immediately preceding the date of purchase
     exceeds (ii) the exercise price.

          6.5. MANNER OF EXERCISE.   A  stock  option  may be exercised, in
     whole or in part, by giving written notice to the Company,  specifying
     the  number  of  shares of Common Stock to be purchased.  The exercise
     notice  shall  be  accompanied  by  the  full  purchase price for such
     shares.   The  option  price shall be payable in United States dollars
     and may be paid by (a) cash;  (b) uncertified or certified check;  (c)
     unless otherwise determined by the  Committee,  by delivery  of shares
     of  Common  Stock held by the optionee for at least six months,  which
     shares  shall be  valued  for this purpose at the Fair Market Value on
     the  business  day  immediately  preceding  the  date  such  option is
     exercised;  (d)  delivering  a  properly  executed   exercise   notice
     together with irrevocable instructions to a broker approved in advance
     by  Superior (with a copy to Superior) to promptly deliver to Superior
     the amount  of sale or  loan  proceeds  to  pay the exercise price; or
     (e) in such other manner as may be authorized from time to time by the
     Committee.  In  the  case  of  delivery  of  an uncertified check upon
     exercise of a stock  option, no shares shall be issued until the check
     has been paid  in full.   Prior  to  the  issuance of shares of Common
     Stock upon the exercise of a stock option,  a  participant  shall have
     no rights as a stockholder.

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

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

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

               (C) Unless sooner exercised,  all  incentive  stock  options
          shall expire no later than ten years after the date of grant.

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

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

     7.   RESTRICTED STOCK

          7.1.  GRANT OF RESTRICTED STOCK.   The Committee may award shares
     of restricted stock to such persons as the Committee determines to  be
     eligible pursuant  to  the terms of Section 3.  An award of restricted
     stock may be subject to  the attainment of specified performance goals
     or targets, restrictions on  transfer,  forfeitability  provisions and
     such  other  terms  and  conditions  as  the  Committee may determine,
     subject to the provisions of the Plan.  To the extent restricted stock
     is intended to qualify as performance based compensation under Section
     162(m) of the Code, it must meet the additional  requirements  imposed
     thereby.

          7.2.  THE  RESTRICTED  PERIOD.   The Committee shall establish  a
     period of time during which the transfer  of  the shares of restricted
     stock shall be restricted (the "Restricted Period").   Each  award  of
     restricted   stock  may  have  a  different  Restricted  Period.   The
     expiration of  the  Restricted  Period  shall  also  occur  under  the
     conditions described in Section 10.12 hereof and may occur upon death,
     disability  or  retirement,  if  so  determined  by  the Committee.  A
     Restricted Period of at least three years is required,  except that if
     vesting  of  the  shares  is  subject  to  the attainment of specified
     performance  goals,  a  Restricted  Period  of one  year  or  more  is
     permitted.  The expiration of the Restricted  Period  shall also occur
     as provided under Section 10.12.

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

          The transferability  of  this  certificate and the shares of
          Common Stock represented by it are  subject to the terms and
          conditions (including conditions of forfeiture) contained in
          the Superior Energy Services, Inc. 1999 Stock Incentive Plan
          (the  "Plan"),  and an agreement entered  into  between  the
          registered  owner   and   Superior   Energy  Services,  Inc.
          thereunder.   Copies of the Plan and the  agreement  are  on
          file at the principal office of the Company.

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

          7.5. FORFEITURE.  In the event of the forfeiture of any shares of
     restricted  stock under the terms provided in the Incentive  Agreement
     (including any  additional  shares of restricted stock that may result
     from the reinvestment of cash  and  stock dividends, if so provided in
     the Incentive Agreement), such forfeited  shares  shall be surrendered
     and the certificates cancelled.  The participants shall  have the same
     rights   and  privileges,  and  be  subject  to  the  same  forfeiture
     provisions, with respect to any additional shares received pursuant to
     Section 10.6  due  to  a  recapitalization,  merger or other change in
     capitalization.

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

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

          7.8.  PERFORMANCE-BASED  RESTRICTED  STOCK.  The Committee  shall
     determine  at  the  time of grant if a grant of  restricted  stock  is
     intended to qualify as  "performance-based  compensation" as that term
     is  used  in  Section  162(m) of the Code.  Any such  grant  shall  be
     conditioned on the achievement  of  one  or more performance measures.
     The performance measures pursuant to which  the restricted stock shall
     vest  shall  be any or a combination of the following:   earnings  per
     share, return  on assets, an economic value added measure, stockholder
     return,  earnings,  return  on  equity,  return  on  investment,  cash
     provided by  operating  activities,  increase  in cash flow, or safety
     performance of the Company, a division of the Company or a Subsidiary.
     For  any  performance  period,  such  performance  objectives  may  be
     measured on an absolute basis or relative to a group of peer companies
     selected by the Committee, relative to internal goals  or  relative to
     levels  attained  in  prior  years.   For  grants  of restricted stock
     intended to qualify as "performance-based compensation," the grants of
     restricted stock and the establishment of performance  measures  shall
     be made during the period required under Section 162(m).

     8.   OTHER STOCK-BASED AWARDS.

          8.1.  GRANT  OF OTHER  STOCK-BASED  AWARDS.    The  Committee  is
     authorized to grant "Other Stock-Based Awards," which shall consist of
     awards the value of which is based in whole or in part on the value of
     shares  of  Common Stock, that is not an instrument or award specified
     in Sections 6 of 7 of the Plan. Other Stock-Based Awards may be awards
     of shares of Common Stock or may  be denominated or payable in, valued
     in whole or in part by reference to, or  otherwise based on or related
     to, shares of Common Stock (including,  without limitation, restricted
     stock  units  or  securities  convertible  or   exchangeable  into  or
     exercisable for shares of Common Stock ), as deemed  by  the Committee
     consistent  with  the  purposes  of  the  Plan.   The  Committee shall
     determine the terms and conditions of any such Other Stock-Based Award
     and may provide that such awards would be payable in whole  or in part
     in  cash.  An Other Stock-Based Award may be subject to the attainment
     of such  specified  performance  goals or targets as the Committee may
     determine, subject to the provisions  of the Plan.  To the extent that
     an Other Stock-Based Award is intended  to  qualify  as  "performance-
     based compensation" under Section 162(m) of the Code, it must meet the
     additional  requirements  imposed  thereby. Except in the case  of  an
     Other Stock-Based Award granted in assumption  of  or  in substitution
     for an outstanding award of a company acquired by the Company  or with
     which  the  Company  combines,  the  price  at which securities may be
     purchased pursuant to any Other Stock-Based Award  granted  under this
     Plan, or the provision, if any, of any such Award that is analogous to
     the  purchase  or  exercise price, shall not be less than 100% of  the
     fair market value of the securities to which such Award relates on the
     date of grant.  An Other-Stock  Based  Award,  including  an  outright
     grant of shares of Common Stock, may be made in lieu of the payment of
     cash compensation otherwise due to a participant.

          8.2.  PERFORMANCE-BASED  OTHER STOCK-BASED AWARDS.  The Committee
     shall determine at the time of  grant  if the grant of an Other Stock-
     Based Award is intended to qualify as "performance-based compensation"
     as that term is used in Section 162(m) of  the  Code.   Any such grant
     shall  be  conditioned  on  the achievement of one or more performance
     measures.  The performance measures pursuant to which the Other Stock-
     Based Award shall vest shall be any or a combination of the following:
     earnings per share, return on assets, an economic value added measure,
     stockholder return, earnings,  return on equity, return on investment,
     cash provided by operating activities,  increase  in cash flow, or the
     safety of the Company, a division of the Company or a Subsidiary.  For
     any performance period, such performance objectives may be measured on
     an absolute basis or relative to a group of peer companies selected by
     the  Committee,  relative  to  internal  goals or relative  to  levels
     attained  in  prior  years.   For grants of Other  Stock-Based  Awards
     intended to qualify as "performance-based compensation," the grants of
     Other Stock-Based Awards and the establishment of performance measures
     shall be made during the period  required  under Section 162(m) of the
     Code.

     9.   STOCK OPTIONS FOR OUTSIDE DIRECTORS

          9.1  ELIGIBILITY.   Each  person who serves  as  an  Outside
     Director  shall  be  entitled  to participate  and  automatically
     granted (a) a non-qualified stock option to acquire 20,000 shares
     of Common Stock as of the day that  the   Plan is approved by the
     stockholders of the Company and (b) a non-qualified  stock option
     to acquire 5,000 shares of Common Stock on the day following  the
     2000  annual  meeting  of  stockholders and thereafter on the day
     following each subsequent annual  meeting of stockholders, for as
     long as the Plan remains in effect  and  shares  of  Common Stock
     remain available for grant under Section 4.1 hereof.

          9.2  EXERCISABILITY  OF  STOCK  OPTIONS.   The stock options
     granted  to  Outside  Directors  under  this Section 9  shall  be
     exercisable immediately.  No stock option  granted  to an Outside
     Director under the terms of this Section 9 may be exercised  more
     than ten years after the date of grant.

          9.3  EXERCISE  PRICE.  The per share exercise price of stock
     options granted to Outside  Directors  shall  be equal to 100% of
     the  Fair Market Value, as defined in the Plan,  of  a  share  of
     Common Stock on the date of grant.

          9.4  EXERCISE  AFTER  TERMINATION  OF BOARD SERVICE.  In the
     event that an Outside Director ceases to  serve  on  the Board of
     Directors  for  any  reason,  the stock options granted hereunder
     must be exercised within one year from the date of termination of
     Board service, but in no event  later  than  ten  years after the
     date of grant.


     10.  GENERAL.

          10.1. DURATION.  Subject to Section 10.11, the  Plan shall remain
     in effect until all Incentives granted under the Plan have either been
     satisfied  by  the  issuance  of shares of Common Stock or  terminated
     under the terms of the Plan and  all restrictions imposed on shares of
     Common Stock in connection with their  issuance  under  the  Plan have
     lapsed.

          10.2.  TRANSFERABILITY OF INCENTIVES.  Options granted under  the
     Plan shall not be transferable except:

               (A)  by will;

               (B)  by the laws of descent and distribution; or

               (C) in the  case  of stock options only, if permitted by the
          Committee  and  so  provided  in  the Incentive Agreement  or  an
          amendment thereto, (i) pursuant to a domestic relations order, as
          defined in the Code, (ii) to Immediate Family Members, (iii) to a
          partnership in which Immediate Family  Members,  or  entities  in
          which  Immediate  Family  Members are the sole owners, members or
          beneficiaries, as appropriate,  are  the only partners, (iv) to a
          limited liability company in which Immediate  Family  Members, or
          entities  in which Immediate Family Members are the sole  owners,
          members or  beneficiaries,  as appropriate, are the only members,
          or  (v)  to  a trust for the sole  benefit  of  Immediate  Family
          Members.  "Immediate  Family  Members"  shall  be  defined as the
          spouse  and natural or adopted children or grandchildren  of  the
          participant  and  their spouses.  To the extent that an incentive
          stock option is permitted  to  be transferred during the lifetime
          of the participant, it shall be  treated  thereafter  as  a  non-
          qualified stock option.

     Any  attempted  assignment,  transfer,  pledge, hypothecation or other
     disposition of an Incentive, or levy of attachment  or similar process
     upon the Incentive not specifically permitted herein,  shall  be  null
     and void and without effect.

          10.3.  DIVIDEND EQUIVALENTS.  In the sole and complete discretion
     of the Committee,  an  Incentive  may  provide the holder thereof with
     dividends  or dividend equivalents, payable  in  cash,  shares,  other
     securities or other property on a current or deferred basis.

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

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

          10.6. ADJUSTMENT.   In  the  event of any recapitalization, stock
     dividend, stock split, combination  of  shares  or other change in the
     Common Stock, the number of shares of Common Stock then subject to the
     Plan,  including  shares subject to outstanding Incentives,  shall  be
     adjusted in proportion  to  the change in outstanding shares of Common
     Stock.  In the event of any such  adjustments,  the  purchase price of
     any option shall be adjusted as and to the extent appropriate,  in the
     reasonable  discretion  of the Committee, to provide participants with
     the same relative rights before and after such adjustment.

          10.7. INCENTIVE AGREEMENTS.  The terms of each Incentive shall be
     stated in an agreement or  notice  approved  by  the  Committee.   The
     Committee  may also determine to enter into agreements with holders of
     options to reclassify  or  convert certain outstanding options, within
     the terms of the Plan, as incentive  stock options or as non-qualified
     stock options.

          10.8. WITHHOLDING.  At any time that a participant is required to
     pay  to  the  Company an amount required  to  be  withheld  under  the
     applicable tax  laws  in  connection  with  the  issuance of shares of
     Common  Stock  under  the  Plan  or upon the lapse of restrictions  on
     shares  of  restricted  stock, the participant  may,  subject  to  the
     Committee's right of disapproval,  satisfy this obligation in whole or
     in part by electing (the AElection@) to have the Company withhold from
     the distribution shares of Common Stock  having  a  value equal to the
     amount  required  to  be  withheld.  The value of the shares  withheld
     shall be based on the Fair  Market  Value  of  the Common Stock on the
     date that the amount of tax to be withheld shall  be  determined  (the
     "Tax Date").

          Each  Election must be made prior to the Tax Date.  The Committee
     may disapprove  of  any Election or may suspend or terminate the right
     to make Elections.  If  a  participant makes an election under Section
     83(b) of the Code with respect  to  shares  of  restricted stock or an
     Other Stock-Based Award, an Election is not permitted to be made.

          A  participant  may also satisfy his or her total  tax  liability
     related to the Incentive  by  delivering  shares  of Common Stock that
     have been owned by the participant for at least six months.  The value
     of the shares delivered shall be based on the Fair Market Value of the
     Common Stock on the Tax Date.

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

          10.10. DEFERRAL  PERMITTED.   Distribution  of  shares  of Common
     Stock  or  cash to which a participant is entitled under any Incentive
     shall be made  as provided in the Incentive Agreement.  Payment may be
     deferred at the option of the participant if provided in the Incentive
     Agreement.

          10.11. AMENDMENT  OF THE PLAN. The Board may amend or discontinue
     the Plan at any time;  provided,  however, that no such amendment  may

               (A)  without  the approval  of  the  stockholders,  (i)
          increase, subject to  adjustments  permitted  under  Section
          10.6, the maximum number of shares of Common Stock that  may
          be  issued  through  the  Plan, (ii) materially increase the
          benefits accruing to participants  under  the  Plan or (iii)
          materially  expand  the  classes  of  persons  eligible   to
          participate in the Plan, or

               (B) materially impair, without the consent of the recipient,
     an  Incentive previously granted, except that the Company retains  the
     right  to (i) convert any outstanding incentive stock option to a non-
     qualified  stock  option,  or  (ii)  exercise all rights under Section
     10.12.

          10.12. CHANGE OF CONTROL.

               (A) A Change of Control shall mean:

                     (i) the acquisition by any individual, entity or group
          (within the meaning of Section 13(d)(3)  or  14(d)(2) of the 1934
          Act) of beneficial ownership (within the meaning  of  Rule  13d-3
          promulgated  under  the  1934  Act)  of  more  than  30%  of  the
          outstanding  shares  of the Common Stock; provided, however, that
          for purposes of this subsection  (i),  the following acquisitions
          shall not constitute a Change of Control:

                         a) any acquisition of Common  Stock  directly from
               the Company,

                         b) any acquisition of Common Stock by the Company,

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

                         d)   any   acquisition  of  Common  Stock  by  any
               corporation pursuant to  a  transaction  that  complies with
               clauses  a),  b) and c) of subsection (iii) of this  Section
               10.12(A); or

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

                    (iii) consummation  of  a  reorganization,  merger   or
          consolidation,   or   sale   or   other  disposition  of  all  or
          substantially  all  of the  assets  of  the Company (a  "Business
          Combination"),  in  each  case,  unless,  following such Business
          Combination,

                         a) all or substantially all of the individuals and
               entities  who  were the beneficial owners of the outstanding
               Common  Stock and  the  voting  securities  of  the  Company
               entitled  to  vote  generally  in  the election of directors
               immediately prior to such Business Combination  have  direct
               or indirect beneficial ownership, respectively, of more than
               50% of the then outstanding shares of common stock, and more
               than   50%   of  the  combined  voting  power  of  the  then
               outstanding voting  securities entitled to vote generally in
               the election of directors, of the corporation resulting from
               such  Business Combination  (which,  for  purposes  of  this
               clause a) and clauses b) and c), shall include a corporation
               that as a result of such transaction owns the Company or all
               or substantially  all  of  the  assets of the Company either
               directly or through one or more subsidiaries), and

                         b)  except  to  the  extent  that  such  ownership
               existed  prior  to  the  Business  Combination,   no  person
               (excluding  any  corporation  resulting  from  such Business
               Combination or any employee benefit plan or related trust of
               the Company or such corporation resulting from such Business
               Combination) beneficially owns, directly or indirectly,  20%
               or  more  of  the then outstanding shares of common stock of
               the corporation  resulting from such Business Combination or
               20%  or  more of the  combined  voting  power  of  the  then
               outstanding voting securities of such corporation, and

                         c) at least a majority of the members of the board
               of directors of the corporation resulting from such Business
               Combination  were members of the Incumbent Board at the time
               of the execution  of the initial agreement, or of the action
               of the Board, providing for such Business Combination; or

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

               (B) Upon a Change of Control,  or  immediately  prior to the
          closing of a transaction that will result in a Change  of Control
          if consummated, all outstanding options granted pursuant  to  the
          Plan   shall   automatically   become   fully   exercisable,  all
          restrictions or limitations on any Incentives shall lapse and all
          performance criteria and other conditions relating to the payment
          of Incentives shall be deemed to be achieved and  waived  by  the
          Company, without the necessity of action by any person.

               (C) No later than 30 days after the approval by the Board of
          a  Change  of Control of the types described in subsections (iii)
          or  (iv)  of  Section  10.12(A) and no later than 30 days after a
          Change  of Control of the type  described  in subsections (i) and
          (ii)  of Section 10.12(A), the Committee (as  the  Committee  was
          composed   immediately  prior  to  such  Change  of  Control  and
          notwithstanding any removal or attempted removal  of  some or all
          of the members thereof as directors or Committee members), acting
          in  its sole discretion  without  the  consent or approval of any
          participant, may act to effect one or more  of  the  alternatives
          listed below and such act by the Committee may not be  revoked or
          rescinded  by  persons  not  members of the Committee immediately
          prior  to  the Change of Control:

                    (i)  require  that all outstanding options be exercised
               on or before a specified  date  (before or after such Change
               of Control) fixed by the Committee,  after  which  specified
               date all unexercised options shall terminate,

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

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

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

<PAGE>

                    (v) For the purposes of paragraph (iii) of this Section
               10.12(C)  the  "Change  of  Control  Value"  shall equal the
               amount  determined  by whichever of the following  items  is
               applicable:

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

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

                         c) in all other events, the  Fair Market Value per
                    share  of  Common Stock into which such  options  being
                    converted  are   exercisable,   as  determined  by  the
                    Committee as of the date determined by the Committee to
                    be the date of conversion of such options.

                         d) in the event that the consideration  offered to
                    stockholders  of  Superior in any transaction described
                    in this Section 10.12  consists  of anything other than
                    cash,  the  Committee  shall determine  the  fair  cash
                    equivalent of the portion  of the consideration offered
                    that is other than cash.

          10.13. DEFINITION OF FAIR MARKET VALUE.   Whenever  "Fair  Market
     Value"  of Common Stock shall be determined for purposes of this Plan,
     it shall  be  determined as follows: (i) if the Common Stock is listed
     on an established  stock  exchange  or  any automated quotation system
     that provides sale quotations, the closing  sale  price for a share of
     the  Common  Stock  on  such  exchange  or  quotation  system  on  the
     applicable  date;  (ii)  if  the  Common  Stock is not listed  on  any
     exchange or quotation system, but bid and asked  prices are quoted and
     published,  the mean between the quoted bid and asked  prices  on  the
     applicable date, and if bid and asked prices are not available on such
     day, on the next  preceding  day  on which such prices were available;
     and (iii) if the Common Stock is not regularly quoted, the fair market
     value of a share of Common Stock on the applicable date as established
     by the Committee in good faith.

     11.  STOCKHOLDER APPROVAL. Adoption  of  this  plan  by  the  Board of
Directors is subject to approval by the holders of a majority of the Common
Stock  present  and  voting at a meeting of the stockholders to be held  no
later than the date of  the  first  annual  meeting  after  the date of the
adoption hereof by the Board of Directors.











                           AMENDED AND RESTATED

                           EMPLOYMENT AGREEMENT

                                  BETWEEN

                      SUPERIOR ENERGY SERVICES, INC.

                                    AND

                              TERENCE E. HALL



<PAGE>


                 AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     This  Employment  Agreement  (this  "Agreement")  is  entered  in  and
effective  as  of  July  15,  1999, (the "Effective Date") between Superior
Energy Services, Inc., a Delaware  corporation (the "Company"), and Terence
E. Hall (the "Executive").

                                WITNESSETH:

     WHEREAS, Executive is serving as  the  President  and  Chief Executive
Officer of the Company pursuant to that certain Employment Agreement  dated
December 13, 1995; and

     WHEREAS,  the  Company  and  the Executive desire to amend and restate
such  Employment  Agreement as of the  Effective  Date  on  the  terms  and
conditions contained herein.

         1.    EMPLOYMENT.   The Company hereby agrees to employ Executive,
and  Executive  hereby agrees to  serve  the  Company,  on  the  terms  and
conditions set forth herein.

         2.    TERM.    Subject   to  earlier  termination  as  hereinafter
provided, the employment of Executive by the Company as provided in Section
1 shall  have an initial term of three  years;  provided,  however, that on
each anniversary of the Effective Date, the term of Executive's  employment
under  this  Agreement  shall  be automatically extended for one additional

year, unless either party hereto  gives  written notice of its election not
to so extend the term at least 90 days prior  to the applicable anniversary
date.

         3.    POSITION AND DUTIES.

               (a)  The Company agrees to employ  Executive,  and Executive
agrees  to  be  so  employed,  in  the  capacity  of Chairman of the Board,
President and Chief Executive Officer of the Company.   The Executive shall
be  nominated  for  re-election  as  a  member  of the Company's  Board  of
Directors (the "Board") annually, commencing  with  the annual stockholders
meeting in 2000, and shall serve as Chairman of the Board  so  long as this
Agreement  is  in  effect.   In  addition, for so long as the Executive  is
employed by the Company and without  further  compensation,  the  Executive
shall   serve  as  a  director  and  officer  of  the  Company's  principal
subsidiaries to which he may be elected or appointed from time to time.

               (b)  The  Executive shall be subject to the direction of the
Board and shall have such  powers,  duties  and responsibilities consistent
with the Executive's position as President and  Chief  Executive Officer of
the Company as may from time to time be prescribed by the  Board including,
but not limited to, full authority for all operating, personnel  (including
officer  positions  of  the Company, subject to approval by the Board)  and
capital expenditure decisions (subject to the supervision of the Board).

               (c)  Executive  shall   devote  his  full  business time and
attention to the business and affairs of the Company and shall use his best
efforts  in  performing faithfully his duties under this Agreement  as  the
Company's President  and  Chief  Executive  Officer.   Notwithstanding  the
foregoing,  Executive  shall  be  free to pursue and attend to on a regular
basis other business matters in accordance with the terms of this Agreement
that do not involve competition with  the  business  of the Company and the
performance  of which do not detract from or impair the  discharge  of  his
duties on behalf of the Company.

         4.    PLACE   OF  PERFORMANCE.   In  connection  with  Executive's
employment by the Company,  Executive  shall  be  based  at  the  principal
executive  offices  of  the  Company  in the greater New Orleans Louisiana,
metropolitan  area  and  shall not be transferred  to  any  other  location
without his consent.

         5.    COMPENSATION AND RELATED MATTERS.

               (a)  SALARY.   The  Company  shall  pay  to Executive a base
salary of $375,000 or such greater amount as may be approved  from  time to
time by the Board, payable in equal semi-monthly installments in accordance
with  the Company's regular payroll practices for its principal executives.
The Executive's base salary will be reviewed annually by the Board.

               (b)  INCENTIVE BONUS.  During the term hereof, the Executive
shall be  eligible  to  earn  an  annual  bonus  pursuant  to the Company's
Management Incentive Plan (the "bonus"), in an amount of up  to 125% of his
then current base salary, the exact amount of which shall be determined  by
the  Board  based  on the Executive's achievement of performance objectives
for each year, as established  by  the  Board following its review with the
Executive  of  the  Company's  operating  budget,  financial  position  and
business prospects for such fiscal year.  The Bonus shall be payable within
30 days after final determination of the amount  payable,  but  in no event
later than three months after the close of each fiscal year of the Company,
commencing  with  the fiscal year ending December 31, 1999. It is expressly
agreed by the parties  that  with  respect  to  the  1999  fiscal year, the
Executive's annual bonus shall not be less than $160,000.

               (c)  STOCK  OPTIONS.   On  the  Effective Date, the  Company
shall  grant  to  the  Executive,  pursuant  to  the Company's  1998  Stock
Incentive  Plan,  options  to  purchase a total of 488,617  shares  of  the
Company's common stock, $0.001 par  value  per  share, at an exercise price
equal to the closing sales price of the common stock on the Nasdaq National
Market on the Effective Date. The stock option will  be granted pursuant to
the form of Stock Option Agreement in the form attached  hereto  as Exhibit
"A."

               (d)  EXPENSES.   During  the  term of Executive's employment
hereunder, Executive  shall  be  entitled  to  receive prompt reimbursement
for  all  reasonable  and  necessary  expenses  incurred  by   Executive in
performing services hereunder, including all expenses of travel and  living
expenses while away  from  home on business or at the request of and in the
service  of  the  Company;  provided  that  such expenses are incurred  and
accounted  for  in  accordance with the policies and procedures established
by the Company.

               (e)  OTHER  BENEFITS.   During  the  term  hereof, Executive
shall  be  entitled  to participate in any medical/dental, life  insurance,
accidental death, long-term  disability  insurance plan and 401(k) or other
insurance and retirement plans which have  been  or  may  be adopted by the
Company for the general and overall benefit of executive employees  of  the
Company, according to the participation or eligibility requirements of each
such plan.

               (f)  VACATIONS.   Executive  shall be excused from rendering
his services during reasonable vacation periods  for  not more than 15 days
per year and during other reasonable temporary absences.   Executive  shall
also  be  entitled  to  all  paid  holidays  and personal days given by the
Company to its executives.

               (g)  VEHICLE.  The Company shall make available to Executive
a Company vehicle selected by the Executive for his use in the discharge of
his  duties.   The Company shall reimburse the Executive  for  all  related
expenses such as  repair,  insurance  and  gasoline  in accordance with the
policies and practices of the Company in effect from time to time.

         6.    TERMINATION.   Executive's  employment  hereunder   may   be
terminated  effective  as  of  the  Date  of Termination (as defined below)
without   any   breach   of  this  Agreement  only  under   the   following
circumstances:

               (a)  DEATH.     Executive's   employment   hereunder   shall
terminate upon his death.

               (b)  DISABILITY.   If, as a result of Executive's incapacity
due to physical or mental illness,  Executive  shall  have been absent from
his duties hereunder on a full-time basis for a period  of  120 consecutive
days,  or 180 non-consecutive days within any 365 day period,  the  Company
may terminate Executive's employment.

               (c)  CAUSE.    The   Company   may   terminate   Executive's
employment  hereunder  for  Cause.   For  purposes  of this Agreement,  the
Company  shall  have "Cause" to terminate Executive's employment  hereunder
upon: (i) substantial  and  continued  willful  failure by the Executive to
perform his duties hereunder which results, or could reasonably be expected
to result, in material harm to the business or reputation  of  the Company,
which  failure is not cured (if curable) by Executive within 15 days  after
written  notice  of  such  failure  is  delivered  to  the Executive by the
Company; and (ii) the commission by Executive of any criminal act involving
moral  turpitude or a felony which results in an arrest or  indictment,  or
the commission by Executive, based on reasonable proof, of any act of fraud
or embezzlement  involving  the Company or its customers or suppliers.  For
purposes of this Section 6(c),  no  act,  or failure to act, on Executive's
part shall be considered "willful" unless done,  or  omitted to be done, by
him  not  in good faith and without reasonable belief that  his  action  or
omission was  in  the  best  interest  of the Company.  Notwithstanding the
foregoing, Executive shall not be deemed  to have been terminated for Cause
without (A) reasonable notice to Executive  setting  forth  the reasons for
the  Company's  intention  to  terminate for Cause, (B) an opportunity  for
Executive, together with his counsel, to be heard before the Board, and (C)
delivery to Executive of a Notice  of  Termination (as hereinafter defined)
from the Board, finding that, in good faith opinion of the Board, Executive
was  guilty  of  conduct set forth above, and  specifying  the  particulars
thereof in detail.

               (d)  TERMINATION BY EXECUTIVE.

                         (i)  The  Executive may terminate his status as an
     employee for Good Reason.  The  termination  by  the  Executive of his
     status  as  an  employee  for  Good  Reason  shall be deemed to  be  a
     justifiable  termination  and  shall  excuse  the Executive  from  the
     obligation to render services under or relating to this Agreement.  As
     used herein, the term "Good Reason" shall mean:

                         (A)  The occurrence of any of the following:

                              (1)  the  assignment  by  the  Board  to  the
Executive of any duties or responsibilities that are  inconsistent with the
Executive's  status,  title and position as President and  Chief  Executive
Officer of the Company;

                              (2) any removal of the Executive from, or any
failure to reappoint or  reelect the Employee to, the position of President
and Chief Executive Officer  of  the  Company,  except in connection with a
termination by the Company of the Executive's employment  for  Cause  or on
account of disability or death of the Executive;

                              (3) the failure by the Company to obtain  the
assumption  of  its  obligations  under  this Agreement by any successor or
assign as contemplated in Section 10;

                              (4) the Company's  requiring the Executive to
be based anywhere other than in greater New Orleans, Louisiana metropolitan
area, except for required travel in the ordinary course  of  the  Company's
business;

                              (5) a reduction in the Employee's base salary
or a failure by the Company to pay to the Employee any installment  of  the
base  salary  or  to  pay  any other amounts required to be paid under this
Agreement, which failure continues  for  a period of ten days after written
notice thereof is given by the Executive to the Company;

                              (6) any purported  termination by the Company
of the Employee's status as an employee which is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 6(e), or which
is not justified as a termination based on Cause; or

                              (7)  any  breach  of this  Agreement  by  the
Company.

               (e)  Any  termination  of  Executive's   employment  by  the
Company or by Executive (other than termination pursuant  to  Section 6(a))
shall  be communicated by written Notice of Termination to the other  party
hereto in  accordance  with  Section 11.  For purposes of this Agreement, a
"Notice of Termination" shall  mean  a  notice  which  shall  indicate  the
specific  termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination  of  Executive's  employment  under  the provision so
indicated.

               (f)  "Date  of  Termination"  shall mean (i) if  Executive's
employment  is terminated by his death, the date  of  his  death,  (ii)  if
Executive's employment  is  terminated  pursuant  to  Section 6(b), 30 days
after  Notice  of Termination is given (provided that Executive  shall  not
have returned to  the performance of his duties on a full-time basis during
such 30 day period), (iii) if Executive's employment is terminated pursuant
to Section 6(c), the  date specified in the Notice of Termination, and (iv)
if  Executive's  employment   is   terminated  pursuant  to  Section  6(d),
immediately  upon  the  Executive's giving  to  the  Company  a  Notice  of
Termination; provided, however, that, if within 30 days after any Notice of
Termination  is  given the  party  receiving  such  Notice  of  Termination
notifies the other  party that a dispute exists concerning the termination,
the Date of Termination  shall  be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by a binding
and final arbitration award or by  a  final  judgment, order or decree of a
court  of  competent  jurisdiction (the time for  appeal  therefrom  having
expired and no appeal having been perfected).

         7.    COMPENSATION UPON TERMINATION OR DURING DISABILITY.

               (a)  If  Executive's  employment  is  terminated pursuant to
Section 6(a) or 6(b), the Company shall pay the Executive,  in  a  lump sum
within  30  days following the Date of Termination, an amount equal to  the
Executive's then current annual base salary.

               (b)  If  Executive's employment is terminated by the Company
for Cause or by Executive for other than Good Reason, the Company shall pay
Executive his then current  base salary through the Date of Termination and
the  Company shall have no further  obligations  to  Executive  under  this
Agreement.

               (c)  If  (i)  in breach of this Agreement, the Company shall
terminate Executive's employment;  or  (ii)  Executive  shall terminate his
employment for Good Reason, then
in lieu of any further salary payments to Executive for periods  subsequent
to the Date of Termination, the Company shall pay as liquidated damages  to
Executive an amount equal to the product of (A) the sum of Executive's then
current  annual  base salary and the bonus paid or payable to the Executive
for the preceding  fiscal  year, and (B) the greater of the number of years
(including partial years) remaining  in the term of employment hereunder or
the  number  2  in  one lump sum  within 30  days  following  the  Date  of
Termination.

               (d)  If  Executive terminates this Agreement for Good Reason
and such termination occurs  within two years of the occurrence of a Change
in Control (as defined below),  then,  in addition to any amounts otherwise
due under this Agreement, the Company shall: (i) pay to Executive an amount
equal to two times his then current annual  base salary plus the bonus paid
or  payable  to  Executive  for the preceding fiscal  year;  (ii)  continue
Executive's participation in  the  Company's  medical,  dental,  accidental
death,  and life insurance plans, as provided in Section 5, for two  years,
subject to COBRA required benefits thereafter; and (iii) cause Executive to
be fully  vested  in  any  stock options or stock grants held by Executive.
The Company shall make the payment  due  in  one  lump  sum  within 30 days
following  the Date of Termination.  A "Change in Control" shall  mean  the
occurrence at  any  time  after  the  date  of this Agreement of any of the
following events: (A) any sale, lease, exchange  or  other transfer (in one
transaction  or a series of related transactions) of all  or  substantially
all of the assets  of  the  Company,  to  any  person  or  group of related
persons,  together  with  any affiliates thereof; (B) any person  or  group
shall become the owner, directly  or indirectly, beneficially or of record,
of shares representing more than 50%  of  the aggregate voting power of the
issued and outstanding common stock of the  Company;  or  (C)  a  merger or
consolidation  of  the Company with another person in which the holders  of
the Company's common  stock  immediately  prior  to the consummation of the
transaction  hold,  directly  or  indirectly,  immediately   following  the
consummation of the transaction, 50% or less of the common equity  interest
in  the surviving person in such transaction.  Notwithstanding anything  to
the contrary  in  this  Agreement,   in no event shall the aggregate amount
payable to the Executive pursuant to Section  7(c)  and  7(d)(i)  exceed an
amount equal to three times the Executive's current base annual salary plus
the bonus paid or payable to Executive for the preceding fiscal year.

               (e)  If Executive's employment is terminated hereunder other
than  by  the  Company for Cause, the Company shall provide following  such
termination to the  extent  required  by  the  Consolidated  Omnibus Budget
Reconciliation  Act  of  1985  ("COBRA"), COBRA continuation coverage  with
respect to the employee benefit  plans  to  which  Executive  was  entitled
immediately prior to the Notice of Termination.

               (f)  If Executive is subjected to an excise tax as a  result
of  the  "golden  parachute"  provisions  of  Section  4999 of the Internal
Revenue Code of 1986, as amended, the Company shall pay  to  Executive such
amounts as are necessary to place Executive in the same after-tax  position
as  he  would  have  been  had  such  golden  parachute provisions not been
applicable to him.  This gross-up provision shall  take  into  account  any
such applicable excise tax, any state or federal interest and penalties and
any  state or federal income tax and excise tax payable with respect to the
additional payment provided by this Section 6(f).

         8.    MITIGATION.    If   Executive's  employment  is  terminated,
Executive shall not be required to make  efforts  to  mitigate  damages  by
seeking  other employment; provided, however, that, to the extent Executive
shall receive  compensation  from such other employment, the payments to be
made by the Company under the  provisions  of  Sections 7(c) and 7(d) shall
(provided (i) that the term "employment" as used  herein  shall not include
any independent financial ventures undertaken by executive or employment of
Executive by any proprietorship owned by Executive or any entity  in  which
Executive  has  a  majority  equity  interest  or  in which he is a general
partner and (ii) such independent financial ventures  are  undertaken after
leaving  the  employ of the Company and are not in conflict with  any  non-
compete  obligations  of  the  executive)  be  correspondingly  reduced  or
correspondingly repaid by Executive to the Company.

         9.    NONDISCLOSURE AND NONCOMPETITION

               (a)  CERTAIN  DEFINITIONS.   For purposes of this Agreement,
the following terms shall have the following meanings:

                         (i)  "Confidential    Information"    means    any
     information,  knowledge  or  data  of  any  nature  and  in  any  form
     (including information that is electronically transmitted or stored on
     any form of  magnetic or electronic  storage  media)  relating  to the
     past,  current  or prospective   business   or   operations   of   the
     Company  and its subsidiaries,  that at the time or times concerned is
     not  generally known to persons engaged in businesses similar to those
     conducted  or contemplated  by  the  Company   and   its  subsidiaries
     (other  than  information known by such persons through a violation of
     an obligation of confidentiality to the Company), whether  produced by
     the Company and   its   subsidiaries  or  any  of  their  consultants,
     agents  or independent contractors  or  by  Executive,  and whether or
     not  marked  confidential,  including  without  limitation information
     relating  to the Company's or its subsidiaries' products and services,
     business plans, business acquisitions, processes,  product  or service
     research  and development  methods  or  techniques,  training  methods
     and   other  operational  methods  or  techniques,  quality  assurance
     procedures   or   standards,   operating  procedures,  files,   plans,
     specifications, proposals, drawings,  charts,  graphs,  support  data,
     trade  secrets,  supplier  lists,  supplier  information,   purchasing
     methods   or   practices,   distribution   and   selling   activities,
     consultants' reports,  marketing and engineering  or  other  technical
     studies,  maintenance records, employment or personnel data, marketing
     data,   strategies   or   techniques,  financial   reports,   budgets,
     projections,  cost  analyses,  price  lists  and   analyses,  employee
     lists,  customer  lists,  customer  source lists, proprietary computer
     software,  and  internal  notes  and  memoranda relating to any of the
     foregoing.

                         (ii) "Company's   Business"   includes   providing
     services in connection with the plugging and abandonment  of  oil  and
     gas  wells, providing wireline services, chartering and operating lift
     boats  and other marine service vessels, renting specialized tools and
     equipment  used  in  oil  and  gas  drilling and production, providing
     workover  services  on  oil  and  gas  wells,   providing   oil  spill
     containment  services,  and  renting  equipment  and/or tools used  in
     fishing operations.

               (b)  NONDISCLOSURE  OF CONFIDENTIAL INFORMATION.   Executive
shall hold in a fiduciary capacity for  the  benefit  of  the  Company  all
Confidential Information which shall have been obtained by Executive during
Executive's  employment  (whether  prior  to  or  after  the effective date
hereof) and shall use such Confidential Information solely within the scope
of  his employment with and for the exclusive benefit of the  Company.   At
the end  of  the  employment term, Executive agrees (i) not to communicate,
divulge or make available  to any person or entity (other than the Company)
any  such  Confidential  Information,   except   upon   the  prior  written
authorization of the Company or as may be required by law or legal process,
and (ii) to deliver promptly to the Company any Confidential Information in
his  possession, including any duplicates thereof and any  notes  or  other
records Executive has prepared with respect thereto.  In the event that the
provisions  of  any  applicable law or the order of any court would require
Executive  to  disclose   or  otherwise  make  available  any  Confidential
Information then Executive  shall  give  the  Company  prompt prior written
notice  of  such  required  disclosure  and an opportunity to  contest  the
requirement of such disclosure or apply for a protective order with respect
to such Confidential Information by appropriate proceedings.

               (c)  LIMITED COVENANT NOT  TO  COMPETE.   During the term of
this  Agreement  and for a period of two years thereafter, commencing  with
the Date of Termination, Executive agrees that:

                    (i) Executive  shall  not,  directly or indirectly, for
     himself  or  others, own, manage, operate, control,  be  employed  by,
     engage or participate  in,  allow  his skill, knowledge, experience or
     reputation to be used by, or otherwise be connected in any manner with
     the ownership, management, operation  or  control  of,  any company or
     other  business  enterprise  engaged  in  any  aspect of the Company's
     Business, within any parish (or any adjacent offshore  areas)  of  the
     State of Louisiana, (as set forth in Appendix A), or within the States
     of  Florida,  Alabama,  Mississippi  or  Texas (including any adjacent
     offshore  areas), and any other state or other  jurisdiction  (or  any
     adjacent  offshore  areas)  (whether  within  or  outside  the  United
     States), in  which the Company or any of its subsidiaries carries on a
     like line of business  on  the Date of Termination; provided, however,
     that nothing contained herein  shall  prohibit  Executive  from making
     passive investments in any publicly held company that do not exceed in
     the aggregate 1% of the equity interest of such company;

                    (ii) Executive shall not call upon any customer of  the
     Company or its subsidiaries  or any potential customer of the Company,
     for the purpose of soliciting, diverting or enticing away the business
     of  such  person  or entity, or otherwise  disrupting  any  previously
     established relationship  existing  between  such person or entity and
     the Company or its subsidiaries;

                    (iii) Executive shall not solicit, induce, influence or
     attempt  to  influence  any  supplier,  lessor, licensor, or any other
     person  who  has  a  business relationship with  the  Company  or  its
     subsidiaries,  or  who on  the  Date  of  Termination  is  engaged  in
     discussions or negotiations to enter into a business relationship with
     the Company or its subsidiaries,  to  discontinue or reduce the extent
     of such relationship with the Company or its subsidiaries; and

                    (iv) Executive shall not make  contact with any  of the
     employees  of the Company or its subsidiaries with whom he had contact
     during the course  of  his employment with the Company for the purpose
     of soliciting such employee  for  hire,  whether  as  an  employee  or
     independent   contractor,  or  otherwise  disrupting  such  employee's
     relationship with the Company or its subsidiaries.

Executive further agrees  that, for a period of one year from and after the
Date of Termination, Executive  shall  not hire any employee of the Company
as an employee or independent contractor, whether or not such engagement is
solicited by Executive.

     Notwithstanding the foregoing, the  parties  agree that this paragraph
(c)  shall  not be binding upon Executive in the event  that  Executive  is
discharged by the Company for other than death, disability or Cause, or the
Executive terminates his employment for Good Reason.

               (d)   PROTECTION OF INFORMATION.

                         (i) The  Company  shall  disclose to Executive, or
     place  Executive  in a position to have access to  or  develop,  trade
     secrets or confidential  information  of  the  Company;  and/or  shall
     entrust  Executive  with business opportunities of the Company; and/or
     shall place Executive  in  a position to develop business good will on
     behalf of the Company.

                         (ii) Executive  agrees not to disclose or utilize,
     for Executive's personal benefit or for the direct or indirect benefit
     of any other person or entity, or for any other  reason,  whether  for
     consideration   or  otherwise,  during  the  term  of  his  employment
     hereunder or at any time thereafter, any information, ideas, concepts,
     improvements, discoveries  or  inventions,  whether patentable or not,
     which  are  conceived,  made,  developed,  or acquired  by  Executive,
     individually  or  in  conjunction  with  others,   during  Executive's
     employment by the Company (whether during business hours  or otherwise
     and  whether  on the Company's premises or otherwise) which relate  to
     the business, products, or services of the Company (including, without
     limitation, all  such  business  ideas,  prospects, proposals or other
     opportunities which are developed by Executive  during  his employment
     hereunder,  or  originated  by  any  third  party  and brought to  the
     attention of Executive during his employment hereunder,  together with
     information  relating  thereto  (including, without limitation,  data,
     memoranda, opinions or other written,  electronic or charted means, or
     any  other  trade  secrets  or  other  confidential   or   proprietary
     information  of  or  concerning the Company)) (collectively, "Business
     Information").  Moreover, all documents, drawings, notes, files, data,
     records, correspondence,  manuals,  models,  specifications,  computer
     programs,  E-mail,  voice  mail,  electronic  databases, maps, and all
     other writings or materials of any type embodying  any  such  Business
     Information  are  and shall be the sole and exclusive property of  the
     Company.  Upon termination  of  Executive's employment by the Company,
     for  any  reason,  Executive  promptly   shall  deliver  all  Business
     Information, and all copies thereof, to the  Company.   As a result of
     knowledge of confidential Business Information of third parties,  such
     as  customers,  suppliers,  partners, joint ventures, and the like, of
     the  Company,  Executive  also agrees  to  preserve  and  protect  the
     confidentiality of such third  party  Business Information to the same
     extent, and on the same basis, as the Company's Business Information.

                         (iii)Executive agrees that, during his employment,
     any   inventions   (whether  or  not  patentable),  concepts,   ideas,
     expressions,  discoveries,   or   improvements,   including,   without
     limitation,  products,  processes,  methods,  publications,  works  of
     authorship,  software  programs,  designs,  trade  secrets,  technical
     specifications, algorithms, technical data, know-how, internal reports
     and  memoranda,  marketing  plans  and any other patent or proprietary
     rights conceived, devised, developed, or reduced to practice, in whole
     or in part, by the Executive during  the term of his employment by the
     Company (the "Developments") are the sole  and  exclusive  property of
     the  Company on a worldwide basis as works made for hire or otherwise,
     and further  that any revenue or other consideration obtained from the
     sale, license or other transfer or conveyance of any such Development,
     or a product or  service incorporating such Development, is solely for
     the benefit of and becomes the property of the Company.  To the extent
     a Development may  not  be  considered  work made by the Executive for
     hire   for  the  Company,  the  Executive  agrees   to   assign,   and
     automatically  assigns  at  the  time  of creation of the Development,
     without any requirement of further consideration,  any  and all right,
     title  and interest he may have in such Development.  Executive  shall
     preserve   each  such  Development  as  confidential  and  proprietary
     information  of  the  Company.  Executive shall promptly disclose each
     such Development and shall,  upon  demand,  at  the Company's expense,
     execute and deliver to the Company such documents, instruments, deeds,
     acts and things as the Company may request to evidence or maintain the
     Company's ownership of the Development, in any and  all  countries  of
     the world, or to effect enforcement thereof, and to assign all rights,
     if  any,  of  the  Executive  in and to each of such Developments.  In
     addition, Executive agrees not  to  publish  or  seek  to  publish any
     information  whatsoever  concerning any Development without the  prior
     written consent of the Company,  which may be withheld in its sole and
     absolute discretion.

                         (iv) Any inventions  relating  to  the business of
     the  Company  conceived  or  reduced  to  practice after the Executive
     leaves the employ of the Company shall be conclusively  deemed to have
     been  conceived  and/or reduced to practice during the period  of  the
     employment if conceived  and/or  reduced to practice within six months
     from termination of employment, and  shall  be subject to the terms of
     this Section 9.

               (e)  INJUNCTIVE  RELIEF.   Executive   acknowledges  that  a
breach by Executive of paragraph (b),  (c) or (d) of this  Section  9 would
cause  immediate  and irreparable harm to the Company for which an adequate
monetary remedy does  not exist; hence, Executive agrees that, in the event
of  a  breach or threatened  breach  by  Executive  of  the  provisions  of
paragraph (b), (c) or (d) of this Section 10 during or after the employment
term, the  Company  shall  be  entitled  to  injunctive  relief restraining
Executive  from  violation of any such paragraph without the  necessity  of
proof of actual damage  or  the  posting of any bond, except as required by
non-waivable,  applicable  law.   Nothing  herein  shall  be  construed  as
prohibiting the Company from pursuing  any other remedy at law or in equity
to which the Company may be entitled under applicable law in the event of a
breach or threatened breach of this Agreement  by  Executive including, but
not  limited  to,  recovery  of  costs  and  expenses  such  as  reasonable
attorney's  fees  incurred  by  reason  of any such breach, actual  damages
sustained by the Company as a result of any  such  breach, and cancellation
of  any  unpaid  salary,  bonus,  commissions  or reimbursements  otherwise
outstanding at the Date of Termination.

               (f)  GOVERNING   LAW   OF  THIS  SECTION   9;   CONSENT   TO
JURISDICTION.  Any dispute regarding the  reasonableness  of  the covenants
and  agreements  set forth in this Section 9, or the territorial  scope  or
duration thereof,  or the remedies available to the Company upon any breach
of such covenants and  agreements,  shall be governed by and interpreted in
accordance with the laws of the state  in  which  the  prohibited competing
activity or disclosure occurs, and, with respect to each  such dispute, the
Company  and  Executive  each  hereby irrevocably consent to the  exclusive
jurisdiction of the state and federal  courts sitting in the relevant state
for resolution of such dispute, and agree  to  be  irrevocably bound by any
judgment  rendered  thereby  in connection with such dispute,  and  further
agree that service of process  may be made upon him in any legal proceeding
relating to this Section 9 by any  means  allowed  under  the  laws of such
state.  Each party irrevocably waives any objection he, she or it  may have
as  to  the venue of any such suit, action or proceeding brought in such  a
court or that such a court is an inconvenient forum.

               (g)  EXECUTIVE'S  UNDERSTANDING  OF THIS SECTION.  Executive
hereby  represents  to the Company that he has read  and  understands,  and
agrees to be bound by,  the  terms of this Section.  Executive acknowledges
that  the geographic scope and  duration  of  the  covenants  contained  in
paragraph  (c)  are  the result of arm's-length bargaining and are fair and
reasonable in light of  (i)  the  importance  of the functions performed by
Executive and the length of time it would take  the  Company  to  find  and
train  a suitable replacement, (ii) the nature and wide geographic scope of
the operations  of the Company, (iii) Executive's level of control over and
contact with the  Company's  business  and  operations in all jurisdictions
where same are conducted and (iv) the fact that  the  Company's Business is
conducted throughout the geographic area where competition is restricted by
this  Agreement.   It  is  the  desire and intent of the parties  that  the
provisions of this Agreement be enforced  to  the  fullest extent permitted
under applicable law, whether now or hereafter in effect  and therefore, to
the  extent  permitted  by  applicable  law, the parties hereto  waive  any
provision of applicable law that would render any provision of this Section
9 invalid or unenforceable.

        10.    SUCCESSORS; BINDING AGREEMENT

               (a)  The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation  or  otherwise)  to  all or
substantially  all  of  the  business  and/or  assets  of  the  Company, by
agreement  in  form  and  substance satisfactory to Executive, to expressly
assume and agree to perform  this  Agreement  in the same manner and to the
same extent that the Company would be required  to  perform  it  if no such
succession  had  taken  place.   Failure  of  the  Company  to  obtain such
assumption  and agreement prior to the effectiveness of any such succession
shall  be a breach  of  this  Agreement  and  shall  entitle  Executive  to
compensation  from  the Company in the same amount and on the same terms as
he would be entitled  to hereunder if he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession  becomes  effective  shall  be deemed the Date of
Termination.  As used in this Agreement, "Company" shall  mean  the Company
as hereinbefore defined and any successor to its business and/or  assets as
aforesaid  which  executes and delivers the agreement provided for in  this
Section 10 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.

               (b)  This  Agreement  and  all rights of Executive hereunder
shall inure to the benefit of and be enforceable by Executive's personal or
legal  representatives,  executors,  administrators,   successors,   heirs,
distributees,  devisees  and  legatees.   If Executive should die while any
amounts would still be payable to him hereunder  if  he  had  continued  to
live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of  this  Agreement  to  Executive's devisee,
legatee, or other designee or, if there be no such designee, to Executive's
estate.

        11.    NOTICE.  For the purpose of this Agreement, notices, demands
and  all other communications provided for in this Agreement  shall  be  in
writing  and  shall  be  deemed  to  have been duly given when delivered or
(unless  otherwise  specified)  mailed  by   United   States  certified  or
registered mail, return receipt requested, postage prepared,  addressed  as
follows:

If to Executive:
1105 Peters Road
Harvey, Louisiana 70058

If to the Company:
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058

or  to  such other address as any party may have furnished to the others in
writing in  accordance  herewith,  except that notices of change of address
shall be effective only upon receipt.

        12.    MISCELLANEOUS.   No provisions  of  this  Agreement  may  be
modified,  waived  or  discharged  unless   such  waiver,  modification  or
discharge is agreed to in writing signed by Executive  and  such officer of
the Company as may be specifically designated by the Board.   No  waiver by
either party hereto at any time of any breach by the other party hereto of,
or  compliance  with,  any  condition or provision of this Agreement to  be
performed by such other party  shall  be  deemed  a  waiver  of  similar or
dissimilar  provisions  or  conditions  at  the  same  or  at  any prior or
subsequent  time.   No  agreements  or  representations,  oral or otherwise
express  or  implied, with respect to the subject matter hereof  have  been
made by either party which are not set forth expressly in this Agreement.

        13.    VALIDITY.    The   invalidity  or  unenforceability  of  any
provision or provisions of this Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

        14.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed  to  be  an original but all of
which together shall constitute one and the same instrument.

        15.    RIGHTS AND REMEDIES.  In the event that Executive institutes
proceedings to enforce this Agreement; he shall be entitled  to recover all
reasonable attorneys' fees and costs incurred, in addition to  any  damages
or other relief awarded.

        16.    ENTIRE  AGREEMENT.   This  Agreement  sets  forth the entire
agreement of the parties hereto in respect of the subject matter  contained
herein   and   supersedes   all   prior  agreements,  promises,  covenants,
arrangements, communications, representations  or  warranties, whether oral
or written, by any officer, employee or representative of any party hereto;
and  any prior agreement of the parties hereto in respect  of  the  subject
matter contained herein is hereby terminated and cancelled.

        17.    GOVERNING  LAW.   This  Agreement  shall  be  construed  and
enforced  in accordance with and governed by the internal laws of the State
of Louisiana  without  regard  to principles of conflict of laws, except as
expressly  provided in Section 9(f)  with  respect  to  the  resolution  of
disputes arising  under, or the Company's enforcement of, Section 9 of this
Agreement.

          IN WITNESS  WHEREOF,  the parties have executed this Agreement on
the date and year first above written.

                                   SUPERIOR ENERGY SERVICES, INC.


                                    By: _____________________
                                          Kenneth Blanchard
                                          Vice President

                                        _____________________
                                           Terence E. Hall

                                                                 APPENDIX A

Acadia                                      Madison
Allen                                       Morehouse
Ascension                                   Natchitoches
Assumption                                  Orleans
Avoyelles                                   Ouachita
Beauregard                                  Plaquemines
Bienville                                   Pointe Coupee
Bossier                                     Rapides
Caddo                                       Red River
Calcasieu                                   Richland
Caldwell                                    Sabine
Cameron                                     St. Bernard
Catahoula                                   St. Charles
Claiborne                                   St. Helena
Concordia                                   St. James
DeSoto                                      St. John the Baptist
East Baton Rouge                            St. Landry
East Carroll                                St. Martin
East Feliciana                              St. Mary
Evangeline                                  St. Tammany
Franklin                                    Tangipahoa
Grant                                       Tensas
Iberia                                      Terrebonne
Iberville                                   Union
Jackson                                     Vermillion
Jefferson                                   Vernon
Jefferson Davis                             Washington
Lafayette                                   Webster
Lafourche                                   West Baton Rouge
LaSalle                                     West Carroll
Lincoln                                     West Feliciana
Livingston                                  Winn









                 EMPLOYMENT AND NON-COMPETITION AGREEMENT

                                  Between

                      SUPERIOR ENERGY SERVICES, INC.

                                    and

                             KENNETH BLANCHARD



                 EMPLOYMENT AND NON-COMPETITION AGREEMENT


     This  Employment  and  Non-Competition Agreement (this "Agreement") is
entered into and effective as  of   July  15,  1999  (the "Effective Date")
between  Superior  Energy  Services,  Inc.,  a  Delaware  corporation  (the
"Company"), and Kenneth Blanchard (the "Executive").

                           W I T N E S S E T H:

     WHEREAS,   the  Board  of  Directors  (the  "Board")  of  the  Company
recognizes that Executive's  contribution  to the growth and success of the
Company  has  been substantial and desires to  provide  for  the  continued
employment of Executive  by  the Company, and Executive desires to continue
to serve the Company on a full-time  basis  upon  the  terms and conditions
herein provided; and

     WHEREAS, Executive has performed valuable services in connection with,
and  made  significant contributions of time, energy and expertise  toward,
the consummation  of  the transactions that are the subject of that certain
Agreement and Plan of Merger Agreement (the "Merger Agreement") dated as of
April 20, 1999  by and  among, INTER ALIA, the Company and Cardinal Holding
Corp.

     NOW, THEREFORE, in consideration of the premises and of the respective

representations and warranties  hereinafter  set  forth  and  of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

         1.    EMPLOYMENT.  The Company hereby agrees to continue to employ
Executive, and Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth herein.

         2.    TERM.

               (a)  Commencing  on  the  Effective  Date  hereof, Executive
shall  be  employed  by  the  Company  as  provided  in Section 1 and  such
employment  shall continue until the second anniversary  of  the  Effective
Date unless sooner terminated as hereinafter provided.

               (b)  If  Executive  continues to serve as an employee of the
Company after the second anniversary  of  the Effective Date, his continued
employment shall be subject to the terms of  this  Agreement  but  shall be
terminable at will by either the Company or Executive.

               (c)  Following Executive ceasing for whatever reason  to  be
an  employee of the Company, each party shall have the right to enforce all
its rights,  and  shall  be  bound  by all obligations, that are continuing
rights and obligations under the terms of this Agreement.

         3.    POSITION  AND DUTIES.   The  Executive  shall  perform  such
duties, consistent with the Executive's status as an officer of the Company
elected by the Board, as may  be  prescribed  from  time  to  time  by  the
Company's  President  and Chief Executive Officer or other officers to whom
authority has been delegated  by the President and Chief Executive Officer.
The  Executive also agrees to serve  without  additional  compensation,  if
elected  or  appointed  thereto,  as  an  officer  of  any of the Company's
subsidiaries.

         4.    COMPENSATION AND RELATED MATTERS.

               (a)  SALARY.  The Company shall pay to Executive  a  minimum
annual base  salary of $135,000, payable in equal semi-monthly installments
in  accordance  with  the  Company's  regular  payroll  practices  for  its
principal  executives.   The  Executive's  base  salary  will  be  reviewed
annually.

               (b)  INCENTIVE BONUS.  During the term hereof, the Executive
shall  be  eligible  to  earn  an  annual  bonus  pursuant to the Company's
Management  Incentive  Plan  based  on  the  Executive's   achievement   of
performance objectives for each year.

               (c)  STOCK  OPTIONS.   On  the  Effective  Date, the Company
shall  grant  to  the  Executive,  pursuant  to  the  Company's 1998  Stock
Incentive  Plan  (the  "Incentive Plan"), options to purchase  a  total  of
372,000 shares of the Company's  common  stock,  $0.001 par value per share
(the "Common Stock"), at an exercise price equal to the closing sales price
of the Common Stock on the Nasdaq National Market  on  the  Effective Date.
Options to acquire 107,000 shares of Common Stock  shall have  a  five year
term  and  shall  vest  on the first anniversary of the Effective Date  and
shall be exercisable for  four  years  thereafter regardless of whether the
Executive  continues to be employed by the  Company.   Options  to  acquire
265,000 shares of Common Stock shall have a ten year term and shall vest in
equal increments  on  each  of the first two anniversaries of the Effective
Date and shall otherwise have  the  same  terms  and  conditions  as  other
options generally granted to the Company's officers and employees under the
Incentive  Plan.   On  the  first  anniversary  of  the Effective Date, the
Company  shall  grant  to  the Executive, pursuant to the  Incentive  Plan,
options having a five year term  to  purchase a number of additional shares
of the Company's Common Stock at an exercise  price  equal  to  the closing
sales price of the Common Stock on the Nasdaq National Market on  such date
having  a  present  value  equal to $250,000 using the Black-Scholes option
pricing model.  The assumptions to be used in calculating the Black-Scholes
present value for the additional options shall be:  (i) the options will be
assumed to be exercised at the end of their five year term; (ii) volatility
will be based on the closing  prices of the Common Stock from the Effective
Date to the first anniversary of  the  Effective Date;  (iii) the risk free
rate of return will be based on the five  year zero coupon treasury average
yield  for the month immediately preceding the  first  anniversary  of  the
Effective  Date;  and  (iv)  the  dividend  yield  will  be 0%.  No further
discount to the option value calculated will be taken to give effect to the
fact  that the options are not freely transferrable or to the  exercise  of
the options  after  the  vesting  period but prior to the end of the option
term.

               (d)  PAYMENT FOR PAST  SERVICES.   In  consideration  of the
services  performed  by Executive in connection with Executive's management
of  the Company's operations  so  as  to  facilitate  the  closing  of  the
transactions  contemplated  by the  Merger Agreement, the Company shall pay
to Executive a one-time payment  in the amount of $500,000, payable in cash
on the Effective Date.

               (e)  CONSIDERATION   FOR   COVENANT   NOT  TO  COMPETE.   In
consideration  of  the  Executive's covenants and agreements  contained  in
Section 7(c) hereof, the  Company  shall  pay  to Executive an aggregate of
$500,000, payable in equal installments of $250,000,  in  cash,  on each of
the first and second anniversaries of the Effective Date.

               (f)  COMPANY AUTOMOBILE.  The Company shall either provide a
car  allowance  to  the  Executive or make available to Executive a Company
automobile for the Executive's  use  in  the  discharge of his duties.  The
automobile so obtained by the Executive shall be  maintained at the expense
of the Company in accordance with the policies and practices of the Company
in effect from time to time.

               (g)  EXPENSES.   During  the term of Executive's  employment
hereunder, Executive shall be entitled to  receive prompt reimbursement for
all reasonable and necessary expenses incurred  by  Executive in performing
services hereunder, including all expenses of travel  and  living  expenses
while away from home on business or at the request of and in the service of
the Company, provided that such expenses are incurred and accounted  for in
accordance with the policies and procedures established by the Company.

               (h)  OTHER   BENEFITS.    Executive  shall  be  entitled  to
participate  in  or receive benefits under any  employee  benefit  plan  or
arrangement made available  by  the  Company  to  its  executives  and  key
management  employees, subject to and on a basis consistent with the terms,
conditions and  overall  administration  of  such  plans  and arrangements.
Nothing paid to Executive under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary
and bonuses payable to Executive pursuant to this Section 4.

               (i)  VACATIONS.  Executive shall be excused  from  rendering
his  services during reasonable vacation periods for not more than 15  days
per year  and  during other reasonable temporary absences.  Executive shall
also be entitled  to  all  paid  holidays  and  personal  days given by the
Company to its executives.

         5.    TERMINATION.   Executive's  employment  hereunder   may   be
terminated  without  any  breach of this Agreement only under the following
circumstances:

               (a)  DEATH.     Executive's   employment   hereunder   shall
terminate upon his death.

               (b)  DISABILITY.   If, as a result of Executive's incapacity
due to physical or mental illness,  Executive  shall  have been absent from
his duties hereunder on a full-time basis for a period  of  60  consecutive
days,  or  120 non-consecutive days within any 365 day period, the  Company
may terminate Executive's employment.

               (c)  CAUSE.    The   Company   may   terminate   Executive's
employment  hereunder  for  Cause.   For  purposes  of this Agreement,  the
Company  shall  have "Cause" to terminate Executive's employment  hereunder
upon: (i) substantial  and  continued  willful  failure by the Executive to
perform his duties hereunder which results, or could reasonably be expected
to result, in material harm to the business or reputation  of  the Company,
which  failure is not cured (if curable) by Executive within 15 days  after
written  notice  of  such  failure  is  delivered  to  the Executive by the
Company; and (ii) the commission by Executive of any criminal act involving
moral  turpitude or a felony which results in an arrest or  indictment,  or
the commission by Executive, based on reasonable proof, of any act of fraud
or embezzlement  involving  the Company or its customers or suppliers.  For
purposes of this Section 5(c),  no  act,  or failure to act, on Executive's
part shall be considered "willful" unless done,  or  omitted to be done, by
him  not  in good faith and without reasonable belief that  his  action  or
omission was in the best interest of the Company.

               (d)  NOTICE  OF TERMINATION.  Any termination of Executive's
employment by the Company or  by Executive (other than termination pursuant
to Section 5(a)) shall be communicated  by written Notice of Termination to
the other party hereto in accordance with  Section 9.  For purposes of this
Agreement,  a  "Notice  of  Termination" shall mean  a  notice  that  shall
indicate the specific termination  provision  in this Agreement relied upon
and  shall  set  forth  in  reasonable detail the facts  and  circumstances
claimed to provide a basis for  termination of Executive's employment under
the provision so indicated.

                (e) DATE OF TERMINATION.   "Date of Termination" shall mean
(i) if Executive's employment is terminated  by  his death, the date of his
death,  (ii) if Executive's employment is terminated  pursuant  to  Section
5(b), 30 days after Notice of Termination is given (provided that Executive
shall not  have  returned  to  the performance of his duties on a full-time
basis during such 30 day period)  and  (iii)  if  Executive's employment is
terminated pursuant to Section 5(c), the date specified  in  the  Notice of
Termination.

Notwithstanding  anything  to  the  contrary in this Section 5, during  the
period  commencing  on  the  Effective  Date   and  ending  on  the  second
anniversary of the Effective Date, the Company shall  not  be  entitled  to
terminate  Executive's employment "without cause" or for any reason that is
not expressly specified in this Section 5.

         6.    COMPENSATION UPON TERMINATION.

               (a)  If  Executive's  employment  is  terminated pursuant to
Section  5,  the Company shall pay Executive his then current  base  salary
through the Date  of  Termination  and  the  Company  shall have no further
obligations to Executive under this Agreement.

               (b)  In addition to compensation otherwise  provided in this
Section  6,  in  the  event  Executive's employment is terminated  for  any
reason, he shall be entitled to  receive any amounts that are due or become
due under Section 4(e).

               (c)  If Executive's  employment  is  terminated  pursuant to
Section  5(a) or 5(b), the Company shall provide following such termination
to the extent  required  by  the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("COBRA"), COBRA continuation  coverage  with  respect  to  the
relevant group medical and dental insurance benefits to which Executive was
entitled immediately prior to the Notice of Termination.

         7.    NONDISCLOSURE AND NONCOMPETITION

               (a)  CERTAIN  DEFINITIONS.   For purposes of this Agreement,
the following terms shall have the following meanings:

                    (i)"Confidential Information"  means  any  information,
     knowledge or data of any nature and in any form (including information
     that  is electronically transmitted or stored on any form of  magnetic
     or  electronic  storage  media)  relating  to  the  past,  current  or
     prospective   business   or   operations   of   the  Company  and  its
     subsidiaries,  that at the time or times concerned  is  not  generally
     known to persons  engaged  in businesses similar to those conducted or
     contemplated  by  the  Company   and   its  subsidiaries  (other  than
     information known by such persons through a violation of an obligation
     of confidentiality to the Company), whether  produced  by  the Company
     and   its   subsidiaries  or  any  of  their  consultants,  agents  or
     independent contractors  or  by  Executive,  and whether or not marked
     confidential, including without limitation information relating to the
     Company's or its subsidiaries' products and services,  business plans,
     business  acquisitions,  processes,  product  or service research  and
     development  methods  or  techniques,  training  methods   and   other
     operational  methods  or  techniques,  quality assurance procedures or
     standards,   operating  procedures,  files,   plans,   specifications,
     proposals, drawings,  charts,  graphs,  support  data,  trade secrets,
     supplier lists, supplier information, purchasing methods or practices,
     distribution  and selling activities, consultants' reports,  marketing
     and engineering  or  other  technical  studies,  maintenance  records,
     employment   or   personnel   data,   marketing  data,  strategies  or
     techniques, financial reports, budgets,  projections,  cost  analyses,
     price  lists  and  analyses,  employee lists, customer lists, customer
     source lists, proprietary computer  software,  and  internal notes and
     memoranda relating to any of the foregoing.

                    (ii)"Company's Business" includes providing services in
     connection  with  the  plugging and abandonment of oil and gas  wells,
     providing wireline services,  chartering  and operating lift boats and
     other marine service vessels, renting specialized  tools and equipment
     used  in  oil  and  gas  drilling  and production, providing  workover
     services  on  oil  and  gas  wells, providing  oil  spill  containment
     services,  and  renting  equipment   and/or   tools  used  in  fishing
     operations.

               (b)   NONDISCLOSURE  OF CONFIDENTIAL INFORMATION.  Executive
shall  hold  in  a  fiduciary  capacity  for the benefit of the Company all
Confidential Information which shall have been obtained by Executive during
Executive's  employment  (whether  prior  to  or  after  the effective date
hereof) and shall use such Confidential Information solely within the scope
of his employment with and for the exclusive benefit of  the  Company.   At
the  end  of  the employment term, Executive agrees (i) not to communicate,
divulge  or  make available  to  any  person  or  entity  (other  than  the
Company) any such  Confidential  Information, except upon the prior written
authorization of the Company or as may be required by law or legal process,
and (ii) to deliver  promptly  to  the Company any Confidential Information
in  his possession, including any duplicates thereof and any notes or other
records Executive  has  prepared  with respect thereto.   In the event that
the  provisions  of  any applicable  law  or  the  order of any court would
require Executive to disclose or otherwise make available any  Confidential
Information  then  Executive shall give the Company  prompt  prior  written
notice of such required  disclosure  and  an  opportunity  to  contest  the
requirement of such disclosure or apply for a protective order with respect
to such Confidential Information by appropriate proceedings.

               (c)  LIMITED  COVENANT  NOT  TO COMPETE.  During the term of
Executive's employment under this Agreement and  for  a period of two years
thereafter, Executive agrees that:

                    (i) Executive  shall not, directly or  indirectly,  for
     himself or others, own, manage,  operate,  control,  be  employed  by,
     engage  or  participate  in, allow his skill, knowledge, experience or
     reputation to be used by, or otherwise be connected in any manner with
     the ownership, management,  operation  or  control  of, any company or
     other  business  enterprise  engaged  in  any aspect of the  Company's
     Business, within any parish (or any adjacent  offshore  areas)  of the
     State of Louisiana, (as set forth in Appendix A), or within the States
     of  Florida,  Alabama,  Mississippi  or  Texas (including any adjacent
     offshore  areas), and any other state or other  jurisdiction  (or  any
     adjacent  offshore  areas)  (whether  within  or  outside  the  United
     States), in  which the Company or any of its subsidiaries carries on a
     like line of business  on  the Date of Termination; provided, however,
     that nothing contained herein  shall  prohibit  Executive  from making
     passive investments in any publicly held company that do not exceed in
     the aggregate 1% of the equity interest of such company;

                    (ii) Executive shall not call upon any customer of  the
     Company or its subsidiaries  or any potential customer of the Company,
     for the purpose of soliciting, diverting or enticing away the business
     of  such  person  or entity, or otherwise  disrupting  any  previously
     established relationship  existing  between  such person or entity and
     the Company or its subsidiaries;

                    (iii) Executive shall not solicit, induce, influence or
     attempt  to  influence  any  supplier,  lessor, licensor, or any other
     person  who  has  a  business relationship with  the  Company  or  its
     subsidiaries,  or  who on  the  Date  of  Termination  is  engaged  in
     discussions or negotiations to enter into a business relationship with
     the Company or its subsidiaries,  to  discontinue or reduce the extent
     of such relationship with the Company or its subsidiaries; and

                    (iv) Executive shall not make  contact  with any of the
     employees  of the Company or its subsidiaries with whom he had contact
     during the course  of  his employment with the Company for the purpose
     of soliciting such employee  for  hire,  whether  as  an  employee  or
     independent   contractor,  or  otherwise  disrupting  such  employee's
     relationship with the Company or its subsidiaries.




Executive further agrees  that  during the term of this Agreement and for a
period of two years thereafter, Executive  shall  not  hire any employee of
the Company as an employee or independent contractor, whether  or  not such
engagement is solicited by Executive.

Notwithstanding  the  foregoing,  the  parties agree that this Section 7(c)
shall not be binding upon the Executive  in  the  event  that  Executive is
discharged by the Company for other than theft, disability or Cause.

               (d)   PROTECTION OF INFORMATION.

                    (i) The Company shall disclose to Executive,  or  place
     Executive in a position to have access to or develop, trade secrets or
     confidential  information   of   the  Company;  and/or  shall  entrust
     Executive with business opportunities  of  the  Company;  and/or shall
     place Executive in a position to develop business good will  on behalf
     of the Company.

                    (ii)  Executive  agrees not to disclose or utilize, for
     Executive's personal benefit or for the  direct or indirect benefit of
     any  other  person  or entity, or for any other  reason,  whether  for
     consideration  or  otherwise,   during  the  term  of  his  employment
     hereunder or at any time thereafter, any information, ideas, concepts,
     improvements, discoveries or inventions,  whether  patentable  or not,
     which  are  conceived,  made,  developed,  or  acquired  by Executive,
     individually   or  in  conjunction  with  others,  during  Executive's
     employment by the  Company (whether during business hours or otherwise
     and whether on the Company's  premises  or  otherwise) which relate to
     the business, products, or services of the Company (including, without
     limitation,  all such business ideas, prospects,  proposals  or  other
     opportunities  which  are developed by Executive during his employment
     hereunder, or originated  by  any  third  party  and  brought  to  the
     attention  of Executive during his employment hereunder, together with
     information  relating  thereto  (including,  without limitation, data,
     memoranda, opinions or other written, electronic  or charted means, or
     any   other   trade  secrets  or  other  confidential  or  proprietary
     information of  or  concerning  the Company)) (collectively, "Business
     Information").  Moreover, all documents, drawings, notes, files, data,
     records,  correspondence, manuals,  models,  specifications,  computer
     programs, E-mail,  voice  mail,  electronic  databases,  maps, and all
     other  writings  or materials of any type embodying any such  Business
     Information are and  shall  be  the sole and exclusive property of the
     Company.  Upon termination of Executive's  employment  by the Company,
     for   any  reason,  Executive  promptly  shall  deliver  all  Business
     Information,  and  all copies thereof, to the Company.  As a result of
     knowledge of confidential  Business Information of third parties, such
     as customers, suppliers, partners,  joint  ventures,  and the like, of
     the  Company,  Executive  also  agrees  to  preserve  and protect  the
     confidentiality of such third party Business Information  to  the same
     extent, and on the same basis, as the Company's Business Information.

                    (iii)  Executive agrees that,  during  his  employment,
     any inventions (whether   or   not   patentable),   concepts,   ideas,
     expressions,   discoveries,   or  improvements,  including,    without
     limitation, products, processes,   methods,  publications,   works  of
     authorship,  software programs, designs, trade   secrets,    technical
     specifications, algorithms, technical data, know-how, internal reports
     and  memoranda,  marketing  plans and any other  patent or proprietary
     rights  conceived,  devised,  developed,  or reduced to  practice,  in
     whole  or  in part, by the Executive during the term of his employment
     by  the  Company  (the  "Developments")  are  the  sole  and exclusive
     property of the Company  on a  worldwide  basis as works made for hire
     or  otherwise,  and further that  any  revenue or other  consideration
     obtained  from  the  sale, license or other  transfer or conveyance of
     any  such  Development,  or  a  product or service incorporating  such
     Development, is solely for the benefit of and becomes the property  of
     the  Company.   To the extent a Development may not be considered work
     made  by the Executive for hire for  the Company, the Executive agrees
     to assign,  and  automatically assigns at  the  time  of  creation  of
     the Development, without any requirement of further consideration, any
     and all  right, title  and interest he may have  in  such Development.
     Executive shall preserve each such  Development  as  confidential  and
     proprietary  information  of  the  Company.   Executive shall promptly
     disclose  each  such  Development  and  shall,  upon  demand,  at  the
     Company's expense,  execute and deliver to the Company such documents,
     instruments, deeds, acts  and things as the  Company  may  request  to
     evidence  or  maintain the Company's ownership  of the Development, in
     any and all countries of the  world, or to effect enforcement thereof,
     and to assign all rights, if any, of  the Executive  in  and  to  each
     of such Developments.  In addition, Executive agrees not to publish or
     seek to publish any information whatsoever  concerning any Development
     without  the  prior  written  consent  of  the  Company,  which may be
     withheld in its sole and absolute discretion.

                    (iv)  Any  inventions  relating  to the business of the
     Company  conceived or reduced to practice after the  Executive  leaves
     the employ  of  the  Company shall be conclusively deemed to have been
     conceived  and/or  reduced  to  practice  during  the  period  of  the
     employment if conceived  and/or  reduced to practice within six months
     from termination of employment, and  shall  be subject to the terms of
     this Section 7.

               (e)  INJUNCTIVE  RELIEF.   Executive   acknowledges  that  a
breach by Executive of paragraph (b), (c) and (d) of this  Section  7 would
cause  immediate  and irreparable harm to the Company for which an adequate
monetary remedy does  not exist; hence, Executive agrees that, in the event
of  a  breach or threatened  breach  by  Executive  of  the  provisions  of
paragraph  (b), (c) or (d) of this Section 7 during or after the employment
term, the Company  shall  be  entitled  to  injunctive  relief  restraining
Executive  from  violation  of any such paragraph without the necessity  of
proof of actual damage or the  posting  of  any bond, except as required by
non-waivable,  applicable  law.   Nothing  herein  shall  be  construed  as
prohibiting the Company from pursuing any other  remedy at law or in equity
to which the Company may be entitled under applicable law in the event of a
breach or threatened breach of this Agreement by Executive  including,  but
not  limited  to,  recovery  of  costs  and  expenses  such  as  reasonable
attorney's  fees  incurred  by  reason  of  any such breach, actual damages
sustained by the Company as a result of any such  breach,  and cancellation
of  any  unpaid  salary,  bonus,  commissions  or  reimbursements otherwise
outstanding at the Date of Termination.

               (f)     GOVERNING   LAW   OF  THIS  SECTION  7;  CONSENT  TO
JURISDICTION. Any dispute regarding the reasonableness of the covenants and
agreements  set  forth in his  Section  7,  or  the  territorial  scope  or
duration thereof, or the  remedies available to the Company upon any breach
of  such covenants  and agreements, shall be governed by and interpreted in
accordance  with  the  laws of the state in which the prohibited  competing
activity or disclosure occurs, and, with respect to each such dispute,  the
Company  and  Executive  each  hereby  irrevocably consent to the exclusive
jurisdiction  of the state and federal courts sitting in the relevant state
for resolution  of  such  dispute, and agree to be irrevocably bound by any
judgment  rendered  thereby  in  connection  with such dispute, and further
agree that service of process may be made upon him  in any legal proceeding
relating to this Section 7 by  any means allowed under  the  laws  of  such
state.  Each party irrevocably  waives any objection he, she or it may have
as  to  the  venue of any such suit, action or proceeding brought in such a
court or that  such a court is an inconvenient forum.

               (g)  EXECUTIVE'S  UNDERSTANDING OF THIS SECTION.   Executive
hereby represents to the Company that  he  has  read  and  understands, and
agrees  to be bound by, the terms of this Section.  Executive  acknowledges
that the  geographic  scope  and  duration  of  the  covenants contained in
paragraph (c) are the result of arm's-length bargaining  and  are  fair and
reasonable  in  light  of (i) the importance of the functions performed  by
Executive and the length  of  time  it  would  take the Company to find and
train a suitable replacement, (ii) the nature and  wide geographic scope of
the operations of the Company, (iii) Executive's level  of control over and
contact  with  the  Company's business and operations in all  jurisdictions
where same are conducted  and  (iv) the fact that the Company's Business is
conducted throughout the geographic area where competition is restricted by
this Agreement.  It is the desire  and  intent  of  the  parties  that  the
provisions  of  this  Agreement be enforced to the fullest extent permitted
under applicable law, whether  now or hereafter in effect and therefore, to
the  extent permitted by applicable  law,  the  parties  hereto  waive  any
provision of applicable law that would render any provision of this Section
7 invalid or unenforceable.

         8.    SUCCESSORS; BINDING AGREEMENT

               (a)  The Company shall require any successor (whether direct
or indirect,  by  purchase,  merger,  consolidation or otherwise) to all or
substantially  all  of  the  business and/or  assets  of  the  Company,  by
agreement in form and substance  satisfactory  to  Executive,  to expressly
assume  and agree to perform this Agreement in the same manner and  to  the
same extent  that  the  Company  would be required to perform it if no such
succession  had  taken  place.  Failure  of  the  Company  to  obtain  such
assumption and agreement  prior to the effectiveness of any such succession
shall  be  a  breach  of this Agreement  and  shall  entitle  Executive  to
compensation from the Company  in  the same amount and on the same terms as
he would be entitled to hereunder if  he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective  shall  be  deemed  the Date of
Termination.   As used in this Agreement, "Company" shall mean the  Company
as hereinbefore  defined and any successor to its business and/or assets as
aforesaid which executes  and  delivers  the agreement provided for in this
Section 8 or which otherwise becomes bound  by all the terms and provisions
of this Agreement by operation of law.

               (b)  This  Agreement  and  all rights of Executive hereunder
shall  inure to the benefit of and be enforceable by  Executive's  personal
or legal representatives, executors, administrators,  successors,    heirs,
distributees, devisees  and  legatees.   If  Executive should die while any
amounts would still be payable to him hereunder  if  he  had  continued  to
live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of  this  Agreement  to  Executive's devisee,
legatee, or other designee or, if there be no such designee, to Executive's
estate.

         9.    NOTICE.  For the purpose of this Agreement, notices, demands
and  all other communications provided for in this Agreement  shall  be  in
writing  and  shall  be  deemed  to  have been duly given when delivered or
(unless  otherwise  specified)  mailed  by   United   States  certified  or
registered mail, return receipt requested, postage prepared,  addressed  as
follows:

     If to Executive:
          1105 Peters Road
          Harvey, Louisiana 70058

     If to the Company:
          Superior Energy Services, Inc.
          1105 Peters Road
          Harvey, Louisiana 70058

or  to  such other address as any party may have furnished to the others in
writing in  accordance  herewith,  except that notices of change of address
shall be effective only upon receipt.

        10.    MISCELLANEOUS.   No provisions  of  this  Agreement  may  be
modified,  waived  or  discharged  unless   such  waiver,  modification  or
discharge is agreed to in writing signed by Executive  and  such officer of
the Company as may be specifically designated by the Board.   No  waiver by
either party hereto at any time of any breach by the other party hereto of,
or  compliance  with,  any  condition or provision of this Agreement to  be
performed by such other party  shall  be  deemed  a  waiver  of  similar or
dissimilar  provisions  or  conditions  at  the  same  or  at  any prior or
subsequent  time.   No  agreements  or  representations,  oral or otherwise
express  or  implied, with respect to the subject matter hereof  have  been
made by either party which are not set forth expressly in this Agreement.

        11.    VALIDITY.    The   invalidity  or  unenforceability  of  any
provision or provisions of this Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

        12.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed  to  be  an original but all of
which together shall constitute one and the same instrument.

        13.    RIGHTS AND REMEDIES.  In the event that Executive institutes
proceedings to enforce this Agreement; he shall be entitled  to recover all
reasonable attorneys' fees and costs incurred, in addition to  any  damages
or other relief awarded.

        14.    ENTIRE  AGREEMENT.   This  Agreement  sets  forth the entire
agreement of the parties hereto in respect  of the subject matter contained
herein   and   supersedes   all  prior  agreements,  promises,   covenants,
arrangements,  communications,  representations or warranties, whether oral
or written, by any officer, employee or representative of any party hereto;
and  any  prior  agreement  of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled.

        15.    GOVERNING  LAW.   This  Agreement  shall  be  construed  and
enforced  in accordance with and governed by the internal laws of the State
of Louisiana  without  regard  to principles of conflict of laws, except as
expressly provided in Section 7(f)  above with respect to the resolution of
disputes arising under, or the Company's  enforcement of, Section 7 of this
Agreement.

          IN WITNESS WHEREOF, the parties have  executed  this Agreement on
the date and year first above written.

                                   SUPERIOR ENERGY SERVICES, INC.


                                   By:___________________________

                                           Terence E. Hall
                                        Chairman of the Board



                                      ___________________________
                                           Kenneth Blanchard

<PAGE>

                                APPENDIX A

Acadia                                      Madison
Allen                                       Morehouse
Ascension                                   Natchitoches
Assumption                                  Orleans
Avoyelles                                   Ouachita
Beauregard                                  Plaquemines
Bienville                                   Pointe Coupee
Bossier                                     Rapides
Caddo                                       Red River
Calcasieu                                   Richland
Caldwell                                    Sabine
Cameron                                     St. Bernard
Catahoula                                   St. Charles
Claiborne                                   St. Helena
Concordia                                   St. James
DeSoto                                      St. John the Baptist
East Baton Rouge                            St. Landry
East Carroll                                St. Martin
East Feliciana                              St. Mary
Evangeline                                  St. Tammany
Franklin                                    Tangipahoa
Grant                                       Tensas
Iberia                                      Terrebonne
Iberville                                   Union
Jackson                                     Vermillion
Jefferson                                   Vernon
Jefferson Davis                             Washington
Lafayette                                   Webster
Lafourche                                   West Baton Rouge
LaSalle                                     West Carroll
Lincoln                                     West Feliciana
Livingston                                  Winn










                 EMPLOYMENT AND NON-COMPETITION AGREEMENT

                                  Between

                      SUPERIOR ENERGY SERVICES, INC.

                                    and

                            CHARLES FUNDERBURG



                  
                 EMPLOYMENT AND NON-COMPETITION AGREEMENT


     This  Employment  and  Non-Competition Agreement (this "Agreement") is
entered into and effective as  of   July  15,  1999  (the "Effective Date")
between  Superior  Energy  Services,  Inc.,  a  Delaware  corporation  (the
"Company"), and Charles Funderburg (the "Executive").

                           W I T N E S S E T H:

     WHEREAS,   the  Board  of  Directors  (the  "Board")  of  the  Company
recognizes that Executive's  contribution  to the growth and success of the
Company  has  been substantial and desires to  provide  for  the  continued
employment of Executive  by  the Company, and Executive desires to continue
to serve the Company on a full-time  basis  upon  the  terms and conditions
herein provided; and

     WHEREAS, Executive has performed valuable services in connection with,
and  made  significant contributions of time, energy and expertise  toward,
the consummation  of  the transactions that are the subject of that certain
Agreement and Plan of Merger Agreement (the "Merger Agreement") dated as of
April 20, 1999  by and  among, INTER ALIA, the Company and Cardinal Holding
Corp.

     NOW, THEREFORE, in consideration of the premises and of the respective

representations and warranties  hereinafter  set  forth  and  of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

         1.    EMPLOYMENT.  The Company hereby agrees to continue to employ
Executive, and Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth herein.

         2.    TERM.

               (a)  Commencing  on  the  Effective  Date  hereof, Executive
shall  be  employed  by  the  Company  as  provided  in Section 1 and  such
employment  shall continue until the second anniversary  of  the  Effective
Date unless sooner terminated as hereinafter provided.

               (b)  If  Executive  continues to serve as an employee of the
Company after the second anniversary  of  the Effective Date, his continued
employment shall be subject to the terms of  this  Agreement  but  shall be
terminable at will by either the Company or Executive.

               (c)  Following Executive ceasing for whatever reason  to  be
an  employee of the Company, each party shall have the right to enforce all
its rights,  and  shall  be  bound  by all obligations, that are continuing
rights and obligations under the terms of this Agreement.

         3.   POSITION AND DUTIES. The Executive shall perform such duties,
consistent with the Executive's status as an officer of the Company elected
by the Board, as may be prescribed from  time  to  time  by  the  Company's
President  and  Chief Executive Officer or other officers to whom authority
has been delegated  by  the  President  and  Chief  Executive Officer.  The
Executive also agrees to serve without additional compensation,  if elected
or appointed thereto, as an officer of any of the Company's subsidiaries.

         4.    COMPENSATION AND RELATED MATTERS.

               (a)  SALARY.   The Company shall pay to Executive a  minimum
annual base  salary of $135,000, payable in equal semi-monthly installments
in  accordance  with  the  Company's  regular  payroll  practices  for  its
principal  executives.   The  Executive's  base  salary  will  be  reviewed
annually.

               (b)  INCENTIVE BONUS.  During the term hereof, the Executive
shall  be  eligible  to earn an annual  bonus  pursuant  to  the  Company's
Management  Incentive  Plan   based   on  the  Executive's  achievement  of
performance objectives for each year.

               (c)  STOCK OPTIONS.  On  the  Effective  Date,  the  Company
shall  grant  to  the  Executive,  pursuant  to  the  Company's  1998 Stock
Incentive  Plan  (the  "Incentive  Plan"),  options to purchase a total  of
372,000 shares of the Company's common stock,  $0.001  par  value per share
(the "Common Stock"), at an exercise price equal to the closing sales price
of  the  Common Stock on the Nasdaq National Market on the Effective  Date.
Options to  acquire  107,000 shares of Common Stock  shall have a five year
term and shall vest on  the  first  anniversary  of  the Effective Date and
shall be exercisable for four years thereafter regardless  of  whether  the
Executive  continues  to  be  employed  by the Company.  Options to acquire
265,000 shares of Common Stock shall have a ten year term and shall vest in
equal increments on each of the first two  anniversaries  of  the Effective
Date  and  shall  otherwise  have  the  same terms and conditions as  other
options generally granted to the Company's officers and employees under the
Incentive  Plan.   On the first anniversary  of  the  Effective  Date,  the
Company shall grant  to  the  Executive,  pursuant  to  the Incentive Plan,
options  having a five year term to purchase a number of additional  shares
of the Company's  Common  Stock  at  an exercise price equal to the closing
sales price of the Common Stock on the  Nasdaq National Market on such date
having a present value equal to $250,000  using  the  Black-Scholes  option
pricing model.  The assumptions to be used in calculating the Black-Scholes
present value for the additional options shall be:  (i) the options will be
assumed to be exercised at the end of their five year term; (ii) volatility
will  be based on the closing prices of the Common Stock from the Effective
Date to  the  first anniversary of the Effective Date;  (iii) the risk free
rate of return  will be based on the five year zero coupon treasury average
yield for the month  immediately  preceding  the  first  anniversary of the
Effective  Date;  and  (iv)  the  dividend  yield  will be 0%.  No  further
discount to the option value calculated will be taken to give effect to the
fact that the options are not freely transferrable or  to  the  exercise of
the  options  after  the vesting period but prior to the end of the  option
term.

               (d)  PAYMENT  FOR  PAST  SERVICES.   In consideration of the
services performed by Executive in connection with  Executive's  management
of  the  Company's  operations  so  as  to  facilitate  the  closing of the
transactions contemplated by the Merger Agreement, the Company shall pay to
Executive in cash a one-time payment  in  the amount of $500,000 payable in
cash on the  Effective Date.

               (e)  CONSIDERATION   FOR   COVENANT   NOT  TO  COMPETE.   In
consideration  of  the  Executive's covenants and agreements  contained  in
Section 7(c) hereof and subject  to Executive's continued employment by the
Company,  the Company shall pay to  Executive  an  aggregate  of  $500,000,
payable in  equal  installments  of $250,000, in cash, on each of the first
and second anniversaries of the Effective Date.

               (f)  COMPANY AUTOMOBILE.  The Company shall either provide a
car allowance to the Executive or  make  available  to  Executive a Company
automobile  for  the Executive's use in the discharge of his  duties.   The
automobile so obtained  by the Executive shall be maintained at the expense
of the Company in accordance with the policies and practices of the Company
in effect from time to time.

               (g)  EXPENSES.   During  the  term of Executive's employment
hereunder, Executive shall be entitled to receive  prompt reimbursement for
all reasonable and necessary expenses incurred by Executive  in  performing
services  hereunder,  including  all expenses of travel and living expenses
while away from home on business or at the request of and in the service of
the Company, provided that such expenses  are incurred and accounted for in
accordance with the policies and procedures established by the Company.

               (h)  OTHER  BENEFITS.   Executive   shall   be  entitled  to
participate  in  or  receive  benefits under any employee benefit  plan  or
arrangement  made  available by the  Company  to  its  executives  and  key
management employees,  subject to and on a basis consistent with the terms,
conditions  and overall administration  of  such  plans  and  arrangements.
Nothing paid to Executive under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary
and bonuses payable to Executive pursuant to this Section 4.

               (i)  VACATIONS.   Executive  shall be excused from rendering
his services during reasonable vacation periods  for  not more than 15 days
per year and during other reasonable temporary absences.   Executive  shall
also  be  entitled  to  all  paid  holidays  and personal days given by the
Company to its executives.

         5.    TERMINATION.   Executive's  employment   hereunder   may  be
terminated  without  any  breach of this Agreement only under the following
circumstances:

               (a)  DEATH.     Executive's   employment   hereunder   shall
terminate upon his death.

               (b)   DISABILITY.  If, as a result of Executive's incapacity
due to physical or mental illness, Executive shall have  been  absent  from
his  duties  hereunder on  a full-time basis for a period of 60 consecutive
days, or 120  non-consecutive  days  within any 365 day period, the Company
may terminate Executive's employment.

               (c)  CAUSE.    The   Company   may   terminate   Executive's
employment  hereunder  for  Cause.   For  purposes  of this Agreement,  the
Company  shall  have "Cause" to terminate Executive's employment  hereunder
upon: (i) substantial  and  continued  willful  failure by the Executive to
perform his duties hereunder which results, or could reasonably be expected
to result, in material harm to the business or reputation  of  the Company,
which  failure is not cured (if curable) by Executive within 15 days  after
written  notice  of  such  failure  is  delivered  to  the Executive by the
Company; and (ii) the commission by Executive of any criminal act involving
moral  turpitude or a felony which results in an arrest or  indictment,  or
the commission by Executive, based on reasonable proof, of any act of fraud
or embezzlement  involving  the  Company  or its customers or suppliers; or
(iii) chronic alcohol or drug abuse by the Executive.  For purposes of this
Section  5(c),  no act, or failure to act, on  Executive's  part  shall  be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without  reasonable belief that his action or omission was in the
best interest of the Company.

               (d)  NOTICE  OF TERMINATION.  Any termination of Executive's
employment by the Company or  by Executive (other than termination pursuant
to Section 5(a)) shall be communicated  by written Notice of Termination to
the other party hereto in accordance with  Section 9.  For purposes of this
Agreement,  a  "Notice  of  Termination" shall mean  a  notice  that  shall
indicate the specific termination  provision  in this Agreement relied upon
and  shall  set  forth  in  reasonable detail the facts  and  circumstances
claimed to provide a basis for  termination of Executive's employment under
the provision so indicated.

               (e)  DATE OF TERMINATION.   "Date of Termination" shall mean
(i) if Executive's employment is terminated  by  his death, the date of his
death,  (ii) if Executive's employment is terminated  pursuant  to  Section
5(b), 30 days after Notice of Termination is given (provided that Executive
shall not  have  returned  to  the performance of his duties on a full-time
basis during such 30 day period)  and  (iii)  if  Executive's employment is
terminated pursuant to Section 5(c), the date specified  in  the  Notice of
Termination.

Notwithstanding  anything  to  the  contrary in this Section 5, during  the
period  commencing  on  the  Effective  Date   and  ending  on  the  second
anniversary of the Effective Date, the Company shall  not  be  entitled  to
terminate  Executive's employment "without cause" or for any reason that is
not expressly specified in this Section 5.

         6.    COMPENSATION UPON TERMINATION.

               (a)  If  Executive's  employment  is  terminated pursuant to
Section  5,  the Company shall pay Executive his then current  base  salary
through the Date  of  Termination  and  the  Company  shall have no further
obligations to Executive under this Agreement.

               (b)  If  Executive's  employment  is  terminated pursuant to
Section 5(a) or 5(b), the Company  shall provide following such termination
to the extent required  by the Consolidated Omnibus  Budget  Reconciliation
Act  of  1985  ("COBRA"),  COBRA  continuation coverage with respect to the
relevant group medical and dental insurance benefits to which Executive was
entitled immediately prior to the Notice of Termination.

          7.   NONDISCLOSURE AND NONCOMPETITION

               (a)  CERTAIN  DEFINITIONS.  For purposes of this  Agreement,
the following terms shall have the following meanings:

                    (i)"Confidential  Information"  means  any information,
     knowledge or data of any nature and in any form (including information
     that is electronically transmitted or stored on any form  of  magnetic
     or  electronic  storage  media)  relating  to  the  past,  current  or
     prospective   business   or   operations   of   the  Company  and  its
     subsidiaries,  that at the time or times concerned  is  not  generally
     known to persons  engaged  in businesses similar to those conducted or
     contemplated  by  the  Company   and   its  subsidiaries  (other  than
     information known by such persons through a violation of an obligation
     of confidentiality to the Company), whether  produced  by  the Company
     and   its   subsidiaries  or  any  of  their  consultants,  agents  or
     independent contractors  or  by  Executive,  and whether or not marked
     confidential, including without limitation information relating to the
     Company's or its subsidiaries' products and services,  business plans,
     business  acquisitions,  processes,  product  or service research  and
     development  methods  or  techniques,  training  methods   and   other
     operational  methods  or  techniques,  quality assurance procedures or
     standards,   operating  procedures,  files,   plans,   specifications,
     proposals, drawings,  charts,  graphs,  support  data,  trade secrets,
     supplier lists, supplier information, purchasing methods or practices,
     distribution  and selling activities, consultants' reports,  marketing
     and engineering  or  other  technical  studies,  maintenance  records,
     employment   or   personnel   data,   marketing  data,  strategies  or
     techniques, financial reports, budgets,  projections,  cost  analyses,
     price  lists  and  analyses,  employee lists, customer lists, customer
     source lists, proprietary computer  software,  and  internal notes and
     memoranda relating to any of the foregoing.

                    (ii)"Company's Business" includes providing services in
     connection  with  the  plugging and abandonment of oil and gas  wells,
     providing wireline services,  chartering  and operating lift boats and
     other marine service vessels, renting specialized  tools and equipment
     used  in  oil  and  gas  drilling  and production, providing  workover
     services  on  oil  and  gas  wells, providing  oil  spill  containment
     services,  and  renting  equipment   and/or   tools  used  in  fishing
     operations.

               (b)  NONDISCLOSURE  OF  CONFIDENTIAL INFORMATION.  Executive
shall hold in a fiduciary capacity for  the  benefit  of  the  Company  all
Confidential Information which shall have been obtained by Executive during
Executive's  employment  (whether  prior  to  or  after  the effective date
hereof) and shall use such Confidential Information solely within the scope
of his employment with and for the exclusive benefit of the Company. At the
end  of  the  employment  term,  Executive  agrees  (i) not to communicate,
divulge  or  make available  to  any  person  or  entity  (other  than  the
Company) any such  Confidential  Information, except upon the prior written
authorization of the Company or as may be required by law or legal process,
and (ii) to deliver promptly to the Company any Confidential Information in
his possession,  including  any  duplicates  thereof and any notes or other
records Executive has prepared with  respect thereto.   In  the event  that
the  provisions  of  any  applicable  law  or  the order of any court would
require Executive to disclose or otherwise make available any  Confidential
Information  then Executive  shall  give  the Company  prompt prior written
notice of such  required  disclosure  and  an opportunity  to  contest  the
requirement of such disclosure or apply for a protective order with respect
to   such  Confidential  Information  by appropriate proceedings.

               (c)  LIMITED COVENANT NOT  TO  COMPETE.   During the term of
Executive's employment under this Agreement and for a period  of  two years
thereafter, Executive agrees that:

                    (i) Executive  shall  not, directly or indirectly,  for
     himself  or others, own, manage, operate,  control,  be  employed  by,
     engage or  participate  in,  allow his skill, knowledge, experience or
     reputation to be used by, or otherwise be connected in any manner with
     the ownership, management, operation  or  control  of,  any company or
     other  business  enterprise  engaged  in  any  aspect of the Company's
     Business, within any parish (or any adjacent offshore  areas)  of  the
     State of Louisiana, (as set forth in Appendix A), or within the States
     of  Florida,  Alabama,  Mississippi  or  Texas (including any adjacent
     offshore  areas), and any other state or other  jurisdiction  (or  any
     adjacent  offshore  areas)  (whether  within  or  outside  the  United
     States), in  which the Company or any of its subsidiaries carries on a
     like line of business  on  the Date of Termination; provided, however,
     that nothing contained herein  shall  prohibit  Executive  from making
     passive investments in any publicly held company that do not exceed in
     the aggregate 1% of the equity interest of such company;

                    (ii) Executive shall not call upon any customer of  the
     Company or its subsidiaries  or any potential customer of the Company,
     for the purpose of soliciting, diverting or enticing away the business
     of  such  person  or entity, or otherwise  disrupting  any  previously
     established relationship  existing  between  such person or entity and
     the Company or its subsidiaries;

                    (iii) Executive shall not solicit, induce, influence or
     attempt  to  influence  any  supplier,  lessor, licensor, or any other
     person  who  has  a  business relationship with  the  Company  or  its
     subsidiaries,  or  who on  the  Date  of  Termination  is  engaged  in
     discussions or negotiations to enter into a business relationship with
     the Company or its subsidiaries,  to  discontinue or reduce the extent
     of such relationship with the Company or its subsidiaries; and

                    (iv) Executive shall not make  contact  with any of the
     employees  of the Company or its subsidiaries with whom he had contact
     during the course  of  his employment with the Company for the purpose
     of soliciting such employee  for  hire,  whether  as  an  employee  or
     independent   contractor,  or  otherwise  disrupting  such  employee's
     relationship with the Company or its subsidiaries.


Executive further agrees  that  during the term of this Agreement and for a
period of two years thereafter, Executive  shall  not  hire any employee of
the Company as an employee or independent contractor, whether  or  not such
engagement is solicited by Executive.

Notwithstanding  the  foregoing,  the  parties agree that this Section 7(c)
shall not be binding upon the Executive  in  the  event  that  Executive is
discharged by the Company for other than theft, disability or Cause.

               (d)   PROTECTION OF INFORMATION.

                    (i) The Company shall disclose to Executive,  or  place
     Executive in a position to have access to or develop, trade secrets or
     confidential  information   of   the  Company;  and/or  shall  entrust
     Executive with business opportunities  of  the  Company;  and/or shall
     place Executive in a position to develop business good will  on behalf
     of the Company.

                    (ii)  Executive agrees not to disclose or utilize,  for
     Executive's personal benefit or for the  direct or indirect benefit of
     any  other  person  or entity, or for any other  reason,  whether  for
     consideration  or  otherwise,   during  the  term  of  his  employment
     hereunder or at any time thereafter, any information, ideas, concepts,
     improvements, discoveries or inventions,  whether  patentable  or not,
     which  are  conceived,  made,  developed,  or  acquired  by Executive,
     individually   or  in  conjunction  with  others,  during  Executive's
     employment by the  Company (whether during business hours or otherwise
     and whether on the Company's  premises  or  otherwise) which relate to
     the business, products, or services of the Company (including, without
     limitation,  all such business ideas, prospects,  proposals  or  other
     opportunities  which  are developed by Executive during his employment
     hereunder, or originated  by  any  third  party  and  brought  to  the
     attention  of Executive during his employment hereunder, together with
     information  relating  thereto  (including,  without limitation, data,
     memoranda, opinions or other written, electronic  or charted means, or
     any   other   trade  secrets  or  other  confidential  or  proprietary
     information of  or  concerning  the Company)) (collectively, "Business
     Information").  Moreover, all documents, drawings, notes, files, data,
     records,  correspondence, manuals,  models,  specifications,  computer
     programs, E-mail,  voice  mail,  electronic  databases,  maps, and all
     other  writings  or materials of any type embodying any such  Business
     Information are and  shall  be  the sole and exclusive property of the
     Company.  Upon termination of Executive's  employment  by the Company,
     for   any  reason,  Executive  promptly  shall  deliver  all  Business
     Information,  and  all copies thereof, to the Company.  As a result of
     knowledge of confidential  Business Information of third parties, such
     as customers, suppliers, partners,  joint  ventures,  and the like, of
     the  Company,  Executive  also  agrees  to  preserve  and protect  the
     confidentiality of such third party Business Information  to  the same
     extent, and on the same basis, as the Company's Business Information.

                    (iii)  Executive  agrees  that,  during his employment,
     any   inventions   (whether   or  not  patentable),  concepts,  ideas,
     expressions,   discoveries,   or   improvements,   including,  without
     limitation, products, processes,   methods,  publications,  works   of
     authorship,  software programs, designs,  trade   secrets,   technical
     specifications, algorithms, technical data, know-how, internal reports
     and  memoranda,  marketing  plans  and any other patent or proprietary
     rights  conceived,  devised,  developed,  or reduced to  practice,  in
     whole  or  in part, by the Executive during the term of his employment
     by  the  Company  (the  "Developments")  are  the  sole  and exclusive
     property of the Company on a worldwide  basis  as  works made for hire
     or  otherwise, and further  that  any  revenue or other  consideration
     obtained  from  the  sale, license or other  transfer or conveyance of
     any  such  Development,  or  a product or service  incorporating  such
     Development, is solely for the benefit of and becomes the property  of
     the  Company.   To the extent a Development may not be considered work
     made  by the Executive for hire for  the Company, the Executive agrees
     to assign,  and  automatically assigns at  the  time  of  creation  of
     the Development, without any requirement of further consideration, any
     and all  right,  title  and interest he may have in  such Development.
     Executive  shall  preserve  each such Development as confidential  and
     proprietary  information  of  the  Company.  Executive  shall promptly
     disclose  each  such  Development  and  shall,  upon  demand,  at  the
     Company's expense,  execute and deliver to the Company such documents,
     instruments, deeds, acts  and things as the  Company  may  request  to
     evidence  or  maintain the Company's ownership  of the Development, in
     any and all countries of the  world, or to effect enforcement thereof,
     and to assign all rights, if any, of  the Executive  in  and  to  each
     of such Developments.  In addition, Executive agrees not to publish or
     seek to publish any information whatsoever concerning any  Development
     without  the  prior  written  consent  of  the  Company,  which may be
     withheld in its sole and absolute discretion.

                    (iv)  Any  inventions  relating  to the business of the
     Company  conceived or reduced to practice after the  Executive  leaves
     the employ  of  the  Company shall be conclusively deemed to have been
     conceived  and/or  reduced  to  practice  during  the  period  of  the
     employment if conceived  and/or  reduced to practice within six months
     from termination of employment, and  shall  be subject to the terms of
     this Section 7.

               (e)  INJUNCTIVE  RELIEF.   Executive   acknowledges  that  a
breach by Executive of paragraph (b), (c) or (d) of this  Section  7  would
cause  immediate  and irreparable harm to the Company for which an adequate
monetary remedy does  not exist; hence, Executive agrees that, in the event
of  a  breach or threatened  breach  by  Executive  of  the  provisions  of
paragraph  (b), (c) or (d) of this Section 7 during or after the employment
term, the Company  shall  be  entitled  to  injunctive  relief  restraining
Executive  from  violation  of any such paragraph without the necessity  of
proof of actual damage or the  posting  of  any bond, except as required by
non-waivable,  applicable  law.   Nothing  herein  shall  be  construed  as
prohibiting the Company from pursuing any other  remedy at law or in equity
to which the Company may be entitled under applicable law in the event of a
breach or threatened breach of this Agreement by Executive  including,  but
not  limited  to,  recovery  of  costs  and  expenses  such  as  reasonable
attorney's  fees  incurred  by  reason  of  any such breach, actual damages
sustained by the Company as a result of any such  breach,  and cancellation
of  any  unpaid  salary,  bonus,  commissions  or  reimbursements otherwise
outstanding at the Date of Termination.

               (f)    GOVERNING   LAW   OF   THIS   SECTION  7;  CONSENT TO
JURISDICTION.  Any dispute egarding the reasonableness of the covenants and
agreements  set  forth in this Section  7,  or  the  territorial  scope  or
duration thereof, or the  remedies available to the Company upon any breach
of such covenants and agreements, shall be  governed  by and interpreted in
accordance  with  the  laws of the state in which the prohibited  competing
activity or disclosure occurs, and, with respect to each such dispute,  the
Company  and  Executive  each  hereby  irrevocably consent to the exclusive
jurisdiction of the state and federal  courts sitting in the relevant state
for resolution  of  such  dispute, and agree to be irrevocably bound by any
judgment  rendered  thereby  in  connection with  such dispute, and further
agree that service of process may be made upon him  in any legal proceeding
relating to this Section 7 by  any means allowed under  the  laws  of  such
state.  Each party irrevocably  waives any objection he, she or it may have
as  to  the  venue of any such suit, action or proceeding brought in such a
court or that  such a court is an inconvenient forum.

               (g)  EXECUTIVE'S  UNDERSTANDING OF THIS SECTION.   Executive
hereby represents to the Company that  he  has  read  and  understands, and
agrees  to be bound by, the terms of this Section.  Executive  acknowledges
that the  geographic  scope  and  duration  of  the  covenants contained in
paragraph (c) are the result of arm's-length bargaining  and  are  fair and
reasonable  in  light  of (i) the importance of the functions performed  by
Executive and the length  of  time  it  would  take the Company to find and
train a suitable replacement, (ii) the nature and  wide geographic scope of
the operations of the Company, (iii) Executive's level  of control over and
contact  with  the  Company's business and operations in all  jurisdictions
where same are conducted  and  (iv) the fact that the Company's Business is
conducted throughout the geographic area where competition is restricted by
this Agreement.  It is the desire  and  intent  of  the  parties  that  the
provisions  of  this  Agreement be enforced to the fullest extent permitted
under applicable law, whether  now or hereafter in effect and therefore, to
the  extent permitted by applicable  law,  the  parties  hereto  waive  any
provision of applicable law that would render any provision of this Section
7 invalid or unenforceable.

         8.    SUCCESSORS; BINDING AGREEMENT

               (a)  The Company shall require any successor (whether direct
or indirect,  by  purchase,  merger,  consolidation or otherwise) to all or
substantially  all  of  the  business and/or  assets  of  the  Company,  by
agreement in form and substance  satisfactory  to  Executive,  to expressly
assume  and agree to perform this Agreement in the same manner and  to  the
same extent  that  the  Company  would be required to perform it if no such
succession  had  taken  place.  Failure  of  the  Company  to  obtain  such
assumption and agreement  prior to the effectiveness of any such succession
shall  be  a  breach  of this Agreement  and  shall  entitle  Executive  to
compensation from the Company  in  the same amount and on the same terms as
he would be entitled to hereunder if  he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective  shall  be  deemed  the Date of
Termination.   As used in this Agreement, "Company" shall mean the  Company
as hereinbefore  defined and any successor to its business and/or assets as
aforesaid which executes  and  delivers  the agreement provided for in this
Section 8 or which otherwise becomes bound  by all the terms and provisions
of this Agreement by operation of law.

               (b)    This Agreement and all rights of Executive  hereunder
shall inure to the benefit of and be enforceable  by  Executive's  personal
or legal representatives, executors, administrators,  successors,    heirs,
distributees, devisees  and  legatees.   If  Executive should die while any
amounts would still be payable to him hereunder  if  he  had  continued  to
live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of  this  Agreement  to  Executive's devisee,
legatee, or other designee or, if there be no such designee, to Executive's
estate.

         9.    NOTICE.  For the purpose of this Agreement, notices, demands
and  all other communications provided for in this Agreement  shall  be  in
writing  and  shall  be  deemed  to  have been duly given when delivered or
(unless  otherwise  specified)  mailed  by   United   States  certified  or
registered mail, return receipt requested, postage prepared,  addressed  as
follows:

     If to Executive:
          1105 Peters Road
          Harvey, Louisiana 70058

     If to the Company:

          Superior Energy Services, Inc.
          1105 Peters Road
          Harvey, Louisiana 70058

or  to  such other address as any party may have furnished to the others in
writing in  accordance  herewith,  except that notices of change of address
shall be effective only upon receipt.

        10.    MISCELLANEOUS.   No provisions  of  this  Agreement  may  be
modified,  waived  or  discharged  unless   such  waiver,  modification  or
discharge is agreed to in writing signed by Executive  and  such officer of
the Company as may be specifically designated by the Board.   No  waiver by
either party hereto at any time of any breach by the other party hereto of,
or  compliance  with,  any  condition or provision of this Agreement to  be
performed by such other party  shall  be  deemed  a  waiver  of  similar or
dissimilar  provisions  or  conditions  at  the  same  or  at  any prior or
subsequent  time.   No  agreements  or  representations,  oral or otherwise
express  or  implied, with respect to the subject matter hereof  have  been
made by either party which are not set forth expressly in this Agreement.

        11.    VALIDITY.    The   invalidity  or  unenforceability  of  any
provision or provisions of this Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

        12.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed  to  be  an original but all of
which together shall constitute one and the same instrument.

        13.    RIGHTS AND REMEDIES.  In the event that Executive institutes
proceedings to enforce this Agreement; he shall be entitled  to recover all
reasonable attorneys' fees and costs incurred, in addition to  any  damages
or other relief awarded.

        14.    ENTIRE  AGREEMENT.   This  Agreement  sets  forth the entire
agreement  of the parties hereto in respect of the subject matter contained
herein   and   supersedes   all  prior  agreements,   promises,  covenants,
arrangements,   communications,  representations   or  warranties,  whether
oral  or  written,  by   any   officer,  employee  or representative of any
party hereto; and any prior agreement of the parties hereto in  respect  of
the  subject  matter contained  herein  is hereby terminated and cancelled.

        15.    GOVERNING  LAW.   This  Agreement  shall  be  construed  and
enforced  in accordance with and governed by the internal laws of the State
of Louisiana  without  regard  to principles of conflict of laws, except as
expressly provided in Section 7(f)  above with respect to the resolution of
disputes arising under, or the Company's  enforcement of, Section 7 of this
Agreement.

          IN WITNESS WHEREOF, the parties have  executed  this Agreement on
the date and year first above written.

                                   SUPERIOR ENERGY SERVICES, INC.


                                   By: ___________________________

                                           Terence E. Hall
                                          Chairman of the Board



                                        ___________________________
                                            Charles Funderburg

<PAGE>

                                APPENDIX A

Acadia                                      Madison
Allen                                       Morehouse
Ascension                                   Natchitoches
Assumption                                  Orleans
Avoyelles                                   Ouachita
Beauregard                                  Plaquemines
Bienville                                   Pointe Coupee
Bossier                                     Rapides
Caddo                                       Red River
Calcasieu                                   Richland
Caldwell                                    Sabine
Cameron                                     St. Bernard
Catahoula                                   St. Charles
Claiborne                                   St. Helena
Concordia                                   St. James
DeSoto                                      St. John the Baptist
East Baton Rouge                            St. Landry
East Carroll                                St. Martin
East Feliciana                              St. Mary
Evangeline                                  St. Tammany
Franklin                                    Tangipahoa
Grant                                       Tensas
Iberia                                      Terrebonne
Iberville                                   Union
Jackson                                     Vermillion
Jefferson                                   Vernon
Jefferson Davis                             Washington
Lafayette                                   Webster
Lafourche                                   West Baton Rouge
LaSalle                                     West Carroll
Lincoln                                     West Feliciana
Livingston                                  Winn








                 EMPLOYMENT AND NON-COMPETITION AGREEMENT

                                  Between

                      SUPERIOR ENERGY SERVICES, INC.

                                    and

                               ROBERT TAYLOR

                 EMPLOYMENT AND NON-COMPETITION AGREEMENT


     This  Employment  and  Non-Competition Agreement (this "Agreement") is
entered into and effective as  of  July  15,  1999  (the  "Effective Date")
between  Superior  Energy  Services,  Inc.,  a  Delaware  corporation  (the
"Company"), and Robert Taylor (the "Executive").

                           W I T N E S S E T H:

     WHEREAS,  the Board of Directors (the "Board") of the Company  desires
to provide for the  employment  of  Executive by the Company, and Executive
desires to continue to serve the Company  on  a  full-time  basis  upon the
terms and conditions herein provided.

     NOW, THEREFORE, in consideration of the premises and of the respective
representations  and  warranties  hereinafter  set  forth and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

         1.    EMPLOYMENT.  The Company hereby agrees  to employ Executive,
and Executive hereby agrees to continue to serve the Company,  on the terms
and conditions set forth herein.

         2.    TERM.

               (a)  Commencing  on  the  Effective  Date  hereof, Executive
shall  be  employed  by  the  Company  as  provided  in Section 1 and  such
employment  shall continue until the second anniversary  of  the
  Effective
Date unless sooner terminated as hereinafter provided.

               (b)  If  Executive  continues to serve as an employee of the
Company after the second anniversary  of  the Effective Date, his continued
employment shall be subject to the terms of  this  Agreement  but  shall be
terminable at will by either the Company or Executive.

               (c)  Following Executive ceasing for whatever reason  to  be
an  employee of the Company, each party shall have the right to enforce all
its rights,  and  shall  be  bound  by all obligations, that are continuing
rights and obligations under the terms of this Agreement.

         3.    POSITION  AND DUTIES.   The  Executive  shall  perform  such
duties, consistent with the Executive's status as an officer of the Company
elected by the Board, as may  be  prescribed  from  time  to  time  by  the
Company's  President  and Chief Executive Officer or other officers to whom
authority has been delegated  by the President and Chief Executive Officer.
The  Executive also agrees to serve  without  additional  compensation,  if
elected  or  appointed  thereto,  as  an  officer  of  any of the Company's
subsidiaries.


<PAGE>
         4.    COMPENSATION AND RELATED MATTERS.

               (a)  SALARY.  The Company shall pay to Executive  a  minimum
annual base  salary of $125,000, payable in equal semi-monthly installments
in  accordance  with  the  Company's  regular  payroll  practices  for  its
principal  executives.   The  Executive's  base  salary  will  be  reviewed
annually.

               (b)  INCENTIVE BONUS.  During the term hereof, the Executive
shall  be  eligible  to  earn  an  annual  bonus  pursuant to the Company's
Management  Incentive  Plan  based  on  the  Executive's   achievement   of
performance objectives for each year.

               (c)  STOCK  OPTIONS.   On  the  Effective  Date, the Company
shall  grant  to  the  Executive,  pursuant  to  the  Company's 1998  Stock
Incentive  Plan,  options  to  purchase a total of 240,000  shares  of  the
Company's common stock, at an exercise  price  equal  to  the closing sales
price  of the Common Stock on the Nasdaq National Market on  the  Effective
Date pursuant  to  the  form  of  option  agreement attached as Exhibit "A"
hereto.

               (d)  COMPANY AUTOMOBILE.  The Company shall either provide a
car allowance to the Executive or make available  to  Executive  a  Company
automobile  for  the  Executive's  use in the discharge of his duties.  The
automobile so obtained by the Executive  shall be maintained at the expense
of the Company in accordance with the policies and practices of the Company
in effect from time to time.

               (e)  EXPENSES.  During the  term  of  Executive's employment
hereunder, Executive shall be entitled to receive prompt  reimbursement for
all reasonable and necessary expenses incurred by Executive  in  performing
services  hereunder,  including  all expenses of travel and living expenses
while away from home on business or at the request of and in the service of
the Company, provided that such expenses  are incurred and accounted for in
accordance with the policies and procedures established by the Company.

               (f)  OTHER  BENEFITS.   Executive   shall   be  entitled  to
participate  in  or  receive  benefits under any employee benefit  plan  or
arrangement  made  available by the  Company  to  its  executives  and  key
management employees,  subject to and on a basis consistent with the terms,
conditions  and overall administration  of  such  plans  and  arrangements.
Nothing paid to Executive under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary
and bonuses payable to Executive pursuant to this Section 4.

               (g)  VACATIONS.   Executive  shall be excused from rendering
his services during reasonable vacation periods  for  not more than 15 days
per year and during other reasonable temporary absences.   Executive  shall
also  be  entitled  to  all  paid  holidays  and personal days given by the
Company to its executives.

         5.    TERMINATION.   Executive's  employment   hereunder   may  be
terminated  without  any  breach of this Agreement only under the following
circumstances:

               (a)  DEATH. Executive's employment hereunder shall terminate
upon  his death.

               (b)   DISABILITY.  If, as a result of Executive's incapacity
due to physical or mental illness,  Executive  shall  have been absent from
his duties hereunder on a full-time basis for a period  of  60  consecutive
days,  or  120 non-consecutive days within any 365 day period, the  Company
may terminate Executive's employment.

               (c)  CAUSE.    The   Company   may   terminate   Executive's
employment  hereunder  for  Cause.   For  purposes  of this Agreement,  the
Company  shall  have "Cause" to terminate Executive's employment  hereunder
upon: (i) substantial  and  continued  willful  failure by the Executive to
perform his duties hereunder which results, or could reasonably be expected
to result, in material harm to the business or reputation  of  the Company,
which  failure is not cured (if curable) by Executive within 15 days  after
written  notice  of  such  failure  is  delivered  to  the Executive by the
Company; and (ii) the commission by Executive of any criminal act involving
moral  turpitude or a felony which results in an arrest or  indictment,  or
the commission by Executive, based on reasonable proof, of any act of fraud
or embezzlement  involving  the Company or its customers or suppliers.  For
purposes of this Section 5(c),  no  act,  or failure to act, on Executive's
part shall be considered "willful" unless done,  or  omitted to be done, by
him  not  in good faith and without reasonable belief that  his  action  or
omission was in the best interest of the Company.

               (d)  NOTICE  OF TERMINATION.  Any termination of Executive's
employment by the Company or  by Executive (other than termination pursuant
to Section 5(a)) shall be communicated  by written Notice of Termination to
the other party hereto in accordance with  Section 9.  For purposes of this
Agreement,  a  "Notice  of  Termination" shall mean  a  notice  that  shall
indicate the specific termination  provision  in this Agreement relied upon
and  shall  set  forth  in  reasonable detail the facts  and  circumstances
claimed to provide a basis for  termination of Executive's employment under
the provision so indicated.

               (e)  DATE OF TERMINATION.   "Date of Termination" shall mean
(i) if Executive's employment is terminated  by  his death, the date of his
death,  (ii) if Executive's employment is terminated  pursuant  to  Section
5(b), 30 days after Notice of Termination is given (provided that Executive
shall not  have  returned  to  the performance of his duties on a full-time
basis during such 30 day period)  and  (iii)  if  Executive's employment is
terminated pursuant to Section 5(c), the date specified  in  the  Notice of
Termination.

Notwithstanding  anything  to  the  contrary in this Section 5, during  the
period  commencing  on  the  Effective  Date   and  ending  on  the  second
anniversary of the Effective Date, the Company shall  not  be  entitled  to
terminate  Executive's employment "without cause" or for any reason that is
not expressly specified in this Section 5.


         6.    COMPENSATION UPON TERMINATION.

               (a)  If  Executive's  employment  is  terminated pursuant to
Section  5,  the Company shall pay Executive his then current  base  salary
through the Date  of  Termination  and  the  Company  shall have no further
obligations to Executive under this Agreement.

               (b)  If  Executive's  employment is terminated  pursuant  to
Section 5(a) or 5(b), the Company shall  provide following such termination
to the extent required by the Consolidated  Omnibus  Budget  Reconciliation
Act  of  1985  ("COBRA"), COBRA continuation coverage with respect  to  the
relevant group medical and dental insurance benefits to which Executive was
entitled immediately prior to the Notice of Termination.

          7.    NONDISCLOSURE AND NONCOMPETITION

               (a)  CERTAIN  DEFINITIONS.   For purposes of this Agreement,
the following terms shall have the following meanings:

                    (i)"Confidential Information"  means  any  information,
     knowledge or data of any nature and in any form (including information
     that  is electronically transmitted or stored on any form of  magnetic
     or  electronic  storage  media)  relating  to  the  past,  current  or
     prospective   business   or   operations   of   the  Company  and  its
     subsidiaries,  that at the time or times concerned  is  not  generally
     known to persons  engaged  in businesses similar to those conducted or
     contemplated  by  the  Company   and   its  subsidiaries  (other  than
     information known by such persons through a violation of an obligation
     of confidentiality to the Company), whether  produced  by  the Company
     and   its   subsidiaries  or  any  of  their  consultants,  agents  or
     independent contractors  or  by  Executive,  and whether or not marked
     confidential, including without limitation information relating to the
     Company's or its subsidiaries' products and services,  business plans,
     business  acquisitions,  processes,  product  or service research  and
     development  methods  or  techniques,  training  methods   and   other
     operational  methods  or  techniques,  quality assurance procedures or
     standards,   operating  procedures,  files,   plans,   specifications,
     proposals, drawings,  charts,  graphs,  support  data,  trade secrets,
     supplier lists, supplier information, purchasing methods or practices,
     distribution  and selling activities, consultants' reports,  marketing
     and engineering  or  other  technical  studies,  maintenance  records,
     employment   or   personnel   data,   marketing  data,  strategies  or
     techniques, financial reports, budgets,  projections,  cost  analyses,
     price  lists  and  analyses,  employee lists, customer lists, customer
     source lists, proprietary computer  software,  and  internal notes and
     memoranda relating to any of the foregoing.

                    (ii)"Company's Business" includes providing services in
     connection  with  the  plugging and abandonment of oil and gas  wells,
     providing wireline services,  chartering  and operating lift boats and
     other marine service vessels, renting specialized  tools and equipment
     used  in  oil  and  gas  drilling  and production, providing  workover
     services  on  oil  and  gas  wells, providing  oil  spill  containment
     services,  and  renting  equipment   and/or   tools  used  in  fishing
     operations.

               (b)  NONDISCLOSURE  OF  CONFIDENTIAL INFORMATION.  Executive
shall hold in a fiduciary capacity for  the  benefit  of  the  Company  all
Confidential Information which shall have been obtained by Executive during
Executive's  employment  (whether  prior  to  or  after  the effective date
hereof) and shall use such Confidential Information solely within the scope
of his employment with and for the exclusive  benefit  of the Company.   At
the  end  of  the employment term, Executive agrees (i) not to communicate,
divulge  or  make available  to  any  person  or  entity  (other  than  the
Company) any such  Confidential  Information, except upon the prior written
authorization of the Company or as may be required by law or legal process,
and (ii) to deliver promptly to the  Company  any Confidential  Information
in  his possession, including any duplicates thereof and any notes or other
records Executive  has  prepared with respect thereto.   In the event  that
the  provisions  of  any  applicable  law   or the order of any court would
require Executive to disclose or otherwise make available any  Confidential
Information  then  Executive shall give the Company  prompt  prior  written
notice of such required  disclosure  and  an  opportunity  to  contest  the
requirement of such disclosure or apply for a protective order with respect
to such Confidential Information by appropriate proceedings.

               (c)  LIMITED  COVENANT  NOT  TO COMPETE.  During the term of
Executive's employment under this Agreement and  for  a period of two years
thereafter, Executive agrees that:

                    (i) Executive  shall not, directly or  indirectly,  for
     himself or others, own, manage,  operate,  control,  be  employed  by,
     engage  or  participate  in, allow his skill, knowledge, experience or
     reputation to be used by, or otherwise be connected in any manner with
     the ownership, management,  operation  or  control  of, any company or
     other  business  enterprise  engaged  in  any aspect of the  Company's
     Business, within any parish (or any adjacent  offshore  areas)  of the
     State of Louisiana, (as set forth in Appendix A), or within the States
     of  Florida,  Alabama,  Mississippi  or  Texas (including any adjacent
     offshore  areas), and any other state or other  jurisdiction  (or  any
     adjacent  offshore  areas)  (whether  within  or  outside  the  United
     States), in  which the Company or any of its subsidiaries carries on a
     like line of business  on  the Date of Termination; provided, however,
     that nothing contained herein  shall  prohibit  Executive  from making
     passive investments in any publicly held company that do not exceed in
     the aggregate 1% of the equity interest of such company;

                    (ii) Executive shall not call upon any customer of  the
     Company or its subsidiaries  or any potential customer of the Company,
     for the purpose of soliciting, diverting or enticing away the business
     of  such  person  or entity, or otherwise  disrupting  any  previously
     established relationship  existing  between  such person or entity and
     the Company or its subsidiaries;

                    (iii) Executive shall not solicit, induce, influence or
     attempt  to  influence  any  supplier,  lessor, licensor, or any other
     person  who  has  a  business relationship with  the  Company  or  its
     subsidiaries,  or  who on  the  Date  of  Termination  is  engaged  in
     discussions or negotiations to enter into a business relationship with
     the Company or its subsidiaries,  to  discontinue or reduce the extent
     of such relationship with the Company or its subsidiaries; and

                    (iv) Executive shall not make contact with  any  of the
     employees of the  Company or its subsidiaries with whom he had contact
     during the course  of his employment  with the Company for the purpose
     of  soliciting  such  employee  for  hire,  whether  as an employee or
     independent   contractor,  or  otherwise  disrupting  such  employee's
     relationship with the Company or its subsidiaries.

Executive further agrees  that  during the term of this Agreement and for a
period of two years thereafter, Executive  shall  not  hire any employee of
the Company as an employee or independent contractor, whether  or  not such
engagement is solicited by Executive.

Notwithstanding  the  foregoing,  the  parties agree that this Section 7(c)
shall not be binding upon the Executive  in  the  event  that  Executive is
discharged by the Company for other than theft, disability or Cause.

               (d)   PROTECTION OF INFORMATION.

                    (i) The Company shall disclose to Executive,  or  place
     Executive in a position to have access to or develop, trade secrets or
     confidential  information   of   the  Company;  and/or  shall  entrust
     Executive with business opportunities  of  the  Company;  and/or shall
     place Executive in a position to develop business good will  on behalf
     of the Company.

                    (ii)  Executive agrees not to disclose or utilize,  for
     Executive's personal benefit or for the  direct or indirect benefit of
     any  other  person  or entity, or for any other  reason,  whether  for
     consideration  or  otherwise,   during  the  term  of  his  employment
     hereunder or at any time thereafter, any information, ideas, concepts,
     improvements, discoveries or inventions,  whether  patentable  or not,
     which  are  conceived,  made,  developed,  or  acquired  by Executive,
     individually   or  in  conjunction  with  others,  during  Executive's
     employment by the  Company (whether during business hours or otherwise
     and whether on the Company's  premises  or  otherwise) which relate to
     the business, products, or services of the Company (including, without
     limitation,  all such business ideas, prospects,  proposals  or  other
     opportunities  which  are developed by Executive during his employment
     hereunder, or originated  by  any  third  party  and  brought  to  the
     attention  of Executive during his employment hereunder, together with
     information  relating  thereto  (including,  without limitation, data,
     memoranda, opinions or other written, electronic  or charted means, or
     any   other   trade  secrets  or  other  confidential  or  proprietary
     information of  or  concerning  the Company)) (collectively, "Business
     Information").  Moreover, all documents, drawings, notes, files, data,
     records,  correspondence, manuals,  models,  specifications,  computer
     programs, E-mail,  voice  mail,  electronic  databases,  maps, and all
     other  writings  or materials of any type embodying any such  Business
     Information are and  shall  be  the sole and exclusive property of the
     Company.  Upon termination of Executive's  employment  by the Company,
     for   any  reason,  Executive  promptly  shall  deliver  all  Business
     Information,  and  all copies thereof, to the Company.  As a result of
     knowledge of confidential  Business Information of third parties, such
     as customers, suppliers, partners,  joint  ventures,  and the like, of
     the  Company,  Executive  also  agrees  to  preserve  and protect  the
     confidentiality of such third party Business Information  to  the same
     extent, and on the same basis, as the Company's Business Information.

                    (iii) Executive agrees that, during his employment, any
     inventions (whether or not patentable),  concepts, ideas, expressions,
     discoveries, or improvements, including, without limitation, products,
     processes,  methods,  publications,  works  of   authorship,  software
     programs,    designs,   trade   secrets,   technical   specifications,
     algorithms, technical  data, know-how, internal reports and memoranda,
     marketing plans and any  other patent or proprietary rights conceived,
     devised, developed, or reduced  to  practice,  in whole or in part, by
     the Executive during the term of his employment  by  the  Company (the
     "Developments") are the sole and exclusive property of the  Company on
     a  worldwide  basis  as  works made for hire or otherwise, and further
     that  any  revenue or other  consideration  obtained  from  the  sale,
     license or other  transfer or conveyance of any such Development, or a
     product or service  incorporating  such Development, is solely for the
     benefit of and becomes the property  of  the Company.  To the extent a
     Development may not be considered work made  by the Executive for hire
     for  the  Company, the Executive agrees to assign,  and  automatically
     assigns at  the  time  of  creation  of  the  Development, without any
     requirement  of further consideration, any and all  right,  title  and
     interest he may  have  in  such Development.  Executive shall preserve
     each such Development as confidential  and  proprietary information of
     the Company.  Executive shall promptly disclose  each such Development
     and shall, upon demand, at the Company's expense,  execute and deliver
     to the Company such documents, instruments, deeds, acts  and things as
     the  Company  may  request  to  evidence  or  maintain  the  Company's
     ownership  of the Development, in any and all countries of the  world,
     or to effect enforcement thereof, and to assign all rights, if any, of
     the Executive  in  and  to  each  of  such Developments.  In addition,
     Executive agrees not to publish or seek  to  publish  any  information
     whatsoever  concerning  any  Development  without  the  prior  written
     consent of the Company, which may be withheld in its sole and absolute
     discretion.

                    (iv)  Any  inventions  relating  to the business of the
     Company  conceived or reduced to practice after the  Executive  leaves
     the employ  of  the  Company shall be conclusively deemed to have been
     conceived  and/or  reduced  to  practice  during  the  period  of  the
     employment if conceived  and/or  reduced to practice within six months
     from termination of employment, and  shall  be subject to the terms of
     this Section 7.

               (e)  INJUNCTIVE  RELIEF.   Executive   acknowledges  that  a
breach by Executive of paragraph (b),  (c) or (d) of this  Section  7 would
cause  immediate  and irreparable harm to the Company for which an adequate
monetary remedy does  not exist; hence, Executive agrees that, in the event
of  a  breach or threatened  breach  by  Executive  of  the  provisions  of
paragraph  (b), (c) or (d) of this Section 7 during or after the employment
term, the Company  shall  be  entitled  to  injunctive  relief  restraining
Executive  from  violation  of any such paragraph without the necessity  of
proof of actual damage or the  posting  of  any bond, except as required by
non-waivable,  applicable  law.   Nothing  herein  shall  be  construed  as
prohibiting the Company from pursuing any other  remedy at law or in equity
to which the Company may be entitled under applicable law in the event of a
breach or threatened breach of this Agreement by Executive  including,  but
not  limited  to,  recovery  of  costs  and  expenses  such  as  reasonable
attorney's  fees  incurred  by  reason  of  any such breach, actual damages
sustained by the Company as a result of any such  breach,  and cancellation
of  any  unpaid  salary,  bonus,  commissions  or  reimbursements otherwise
outstanding at the Date of Termination.

               (f)    GOVERNING   LAW   OF   THIS  SECTION  7;  CONSENT  TO
JURISDICTION. Any dispute regarding the reasonableness of the covenants and
agreements  set  forth in this  Section  7,  or  the  territorial  scope or
duration thereof, or the remedies available to the Company upon any  breach
of  such  covenants  and agreements, shall be  governed  by and interpreted
in accordance with the laws of the state in which the prohibited  competing
activity or disclosure occurs, and, with respect to each such dispute,  the
Company  and  Executive  each  hereby  irrevocably consent to the exclusive
jurisdiction  of the state and federal courts sitting in the relevant state
for resolution  of  such  dispute, and agree to be irrevocably bound by any
judgment  rendered  thereby  in  connection with  such dispute, and further
agree that service of process may be made upon him  in any legal proceeding
relating to this Section 7 by  any means allowed under  the  laws  of  such
state.  Each party irrevocably  waives any objection he, she or it may have
as  to  the  venue of any such suit, action or proceeding brought in such a
court or that  such a court is an inconvenient forum.

               (g)  EXECUTIVE'S  UNDERSTANDING OF THIS SECTION.   Executive
hereby represents to the Company that  he  has  read  and  understands, and
agrees  to be bound by, the terms of this Section.  Executive  acknowledges
that the  geographic  scope  and  duration  of  the  covenants contained in
paragraph (c) are the result of arm's-length bargaining  and  are  fair and
reasonable  in  light  of (i) the importance of the functions performed  by
Executive and the length  of  time  it  would  take the Company to find and
train a suitable replacement, (ii) the nature and  wide geographic scope of
the operations of the Company, (iii) Executive's level  of control over and
contact  with  the  Company's business and operations in all  jurisdictions
where same are conducted  and  (iv) the fact that the Company's Business is
conducted throughout the geographic area where competition is restricted by
this Agreement.  It is the desire  and  intent  of  the  parties  that  the
provisions  of  this  Agreement be enforced to the fullest extent permitted
under applicable law, whether  now or hereafter in effect and therefore, to
the  extent permitted by applicable  law,  the  parties  hereto  waive  any
provision of applicable law that would render any provision of this Section
7 invalid or unenforceable.

         8.    SUCCESSORS; BINDING AGREEMENT

               (a)  The Company shall require any successor (whether direct
or indirect,  by  purchase,  merger,  consolidation or otherwise) to all or
substantially  all  of  the  business and/or  assets  of  the  Company,  by
agreement in form and substance  satisfactory  to  Executive,  to expressly
assume  and agree to perform this Agreement in the same manner and  to  the
same extent  that  the  Company  would be required to perform it if no such
succession  had  taken  place.  Failure  of  the  Company  to  obtain  such
assumption and agreement  prior to the effectiveness of any such succession
shall  be  a  breach  of this Agreement  and  shall  entitle  Executive  to
compensation from the Company  in  the same amount and on the same terms as
he would be entitled to hereunder if  he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective  shall  be  deemed  the Date of
Termination.   As used in this Agreement, "Company" shall mean the  Company
as hereinbefore  defined and any successor to its business and/or assets as
aforesaid which executes  and  delivers  the agreement provided for in this
Section 8 or which otherwise becomes bound  by all the terms and provisions
of this Agreement by operation of law.

               (b)  This  Agreement  and all rights of Executive  hereunder
shall inure to the benefit of and be enforceable by Executive's personal or
legal representatives,  executors,  administrators,   successors,    heirs,
distributees, devisees  and  legatees.   If  Executive should die while any
amounts would still be payable to him hereunder  if  he  had  continued  to
live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of  this  Agreement  to  Executive's devisee,
legatee, or other designee or, if there be no such designee, to Executive's
estate.

         9.    NOTICE.  For the purpose of this Agreement, notices, demands
and  all other communications provided for in this Agreement  shall  be  in
writing  and  shall  be  deemed  to  have been duly given when delivered or
(unless  otherwise  specified)  mailed  by   United   States  certified  or
registered mail, return receipt requested, postage prepared,  addressed  as
follows:

     If to Executive:
          1105 Peters Road
          Harvey, Louisiana 70058

     If to the Company:
          Superior Energy Services, Inc.
          1105 Peters Road
          Harvey, Louisiana 70058


or  to  such other address as any party may have furnished to the others in
writing in  accordance  herewith,  except that notices of change of address
shall be effective only upon receipt.

        10.    MISCELLANEOUS.   No provisions  of  this  Agreement  may  be
modified,  waived  or  discharged  unless   such  waiver,  modification  or
discharge is agreed to in writing signed by Executive  and  such officer of
the Company as may be specifically designated by the Board.   No  waiver by
either party hereto at any time of any breach by the other party hereto of,
or  compliance  with,  any  condition or provision of this Agreement to  be
performed by such other party  shall  be  deemed  a  waiver  of  similar or
dissimilar  provisions  or  conditions  at  the  same  or  at  any prior or
subsequent  time.   No  agreements  or  representations,  oral or otherwise
express  or  implied, with respect to the subject matter hereof  have  been
made by either party which are not set forth expressly in this Agreement.

        11.    VALIDITY.    The   invalidity  or  unenforceability  of  any
provision or provisions of this Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

        12.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed  to  be  an original but all of
which together shall constitute one and the same instrument.


        13.    RIGHTS AND REMEDIES. In the event that Executive  institutes
proceedings to  enforce this Agreement; he shall be entitled to recover all
reasonable attorneys'  fees  and costs incurred, in addition to any damages
or other relief awarded.

        14.    ENTIRE AGREEMENT.   This  Agreement  sets  forth  the entire
agreement  of the parties hereto in respect of the subject matter contained
herein  and  supersedes   all   prior   agreements,   promises,  covenants,
arrangements, communications, representations or warranties,  whether  oral
or written, by any officer, employee or representative of any party hereto;
and  any  prior  agreement  of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled.

        15.    GOVERNING  LAW.   This  Agreement  shall  be  construed  and
enforced in accordance with  and governed by the internal laws of the State
of Louisiana without regard to  principles  of  conflict of laws, except as
expressly provided in Section 7(f) above with respect  to the resolution of
disputes arising under, or the Company's enforcement of,  Section 7 of this
Agreement.

          IN WITNESS WHEREOF, the parties have executed this  Agreement  on
the date and year first above written.

                                   SUPERIOR ENERGY SERVICES, INC.


                                   By: ___________________________

                                           Terence E. Hall
                                       Chairman of the Board




                                        ___________________________
                                                Executive


<PAGE>
                                                                 APPENDIX A

Acadia                                      Madison
Allen                                       Morehouse
Ascension                                   Natchitoches
Assumption                                  Orleans
Avoyelles                                   Ouachita
Beauregard                                  Plaquemines
Bienville                                   Pointe Coupee
Bossier                                     Rapides
Caddo                                       Red River
Calcasieu                                   Richland
Caldwell                                    Sabine
Cameron                                     St. Bernard
Catahoula                                   St. Charles
Claiborne                                   St. Helena
Concordia                                   St. James
DeSoto                                      St. John the Baptist
East Baton Rouge                            St. Landry
East Carroll                                St. Martin
East Feliciana                              St. Mary
Evangeline                                  St. Tammany
Franklin                                    Tangipahoa
Grant                                       Tensas
Iberia                                      Terrebonne
Iberville                                   Union
Jackson                                     Vermillion
Jefferson                                   Vernon
Jefferson Davis                             Washington
Lafayette                                   Webster
Lafourche                                   West Baton Rouge
LaSalle                                     West Carroll
Lincoln                                     West Feliciana
Livingston                                  Winn









                 EMPLOYMENT AND NON-COMPETITION AGREEMENT

                                  Between

                      SUPERIOR ENERGY SERVICES, INC.

                                    and

                              JAMES HOLLEMAN


<PAGE>

                 EMPLOYMENT AND NON-COMPETITION AGREEMENT


     This  Employment  and  Non-Competition Agreement (this "Agreement") is
entered into and effective as  of   July  15,  1999  (the "Effective Date")
between  Superior  Energy  Services,  Inc.,  a  Delaware  corporation  (the
"Company"), and James Holleman (the "Executive").

                           W I T N E S S E T H:

     WHEREAS,  the Board of Directors (the "Board") of the Company  desires
to provide for the  employment  of  Executive by the Company, and Executive
desires to continue to serve the Company  on  a  full-time  basis  upon the
terms and conditions herein provided.

     NOW, THEREFORE, in consideration of the premises and of the respective
representations  and  warranties  hereinafter  set  forth and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

         1.    EMPLOYMENT.  The Company hereby agrees  to employ Executive,
and Executive hereby agrees to continue to serve the Company,  on the terms
and conditions set forth herein.

         2.    TERM.

               (a)  Commencing  on  the  Effective  Date  hereof, Executive
shall  be  employed  by  the  Company  as  provided  in Section 1 and  such
employment  shall continue until the second anniversary
  of  the  Effective
Date unless sooner terminated as hereinafter provided.

               b(   If  Employee  continues  to serve as an employee of the
Company after the second anniversary of the Effective  Date,  his continued
employment  shall  be subject to the terms of this Agreement but  shall  be
terminable at will by either the Company or Executive.

               (c)  Following  Executive  ceasing for whatever reason to be
an employee of the Company, each party shall  have the right to enforce all
its  rights,  and shall be bound by all obligations,  that  are  continuing
rights and obligations under the terms of this Agreement.

         3.    POSITION  AND  DUTIES.   The  Executive  shall  perform such
duties, consistent with the Executive's status as an officer of the Company
elected  by  the  Board,  as  may  be  prescribed from time to time by  the
Company's President and Chief Executive  Officer  or other officers to whom
authority has been delegated by the President and Chief  Executive Officer.
The  Executive  also  agrees  to serve without additional compensation,  if
elected  or appointed thereto, as  an  officer  of  any  of  the  Company's
subsidiaries.



         4.    COMPENSATION AND RELATED MATTERS.

               (a)  SALARY.   The  Company shall pay to Executive a minimum
annual base  salary of $135,000, payable in equal semi-monthly installments
in  accordance  with  the  Company's  regular  payroll  practices  for  its
principal  executives.   The  Executive's  base  salary  will  be  reviewed
annually.

               (b)  INCENTIVE BONUS.  During the term hereof, the Executive
shall  be  eligible  to earn an annual  bonus  pursuant  to  the  Company's
Management  Incentive  Plan   based   on  the  Executive's  achievement  of
performance objectives for each year.

               (c)  STOCK OPTIONS.  On  the  Effective  Date,  the  Company
shall  grant  to  the  Executive,  pursuant  to  the  Company's  1998 Stock
Incentive  Plan,  options  to  purchase  a  total  of 265,000 shares of the
Company's  common stock, at an exercise price equal to  the  closing  sales
price of the  Common  Stock  on the Nasdaq National Market on the Effective
Date  pursuant to the form of option  agreement  attached  as  Exhibit  "A"
hereto.

               (d)  COMPANY AUTOMOBILE.  The Company shall either provide a
car allowance  to  the  Executive  or make available to Executive a Company
automobile for the Executive's use in  the  discharge  of  his duties.  The
automobile so obtained by the Executive shall be maintained  at the expense
of the Company in accordance with the policies and practices of the Company
in effect from time to time.

               (e)  EXPENSES.   During  the term of Executive's  employment
hereunder, Executive shall be entitled to  receive prompt reimbursement for
all reasonable and necessary expenses incurred  by  Executive in performing
services hereunder, including all expenses of travel  and  living  expenses
while away from home on business or at the request of and in the service of
the Company, provided that such expenses are incurred and accounted  for in
accordance with the policies and procedures established by the Company.

               (f)  OTHER   BENEFITS.    Executive  shall  be  entitled  to
participate  in  or receive benefits under any  employee  benefit  plan  or
arrangement made available  by  the  Company  to  its  executives  and  key
management  employees, subject to and on a basis consistent with the terms,
conditions and  overall  administration  of  such  plans  and arrangements.
Nothing paid to Executive under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary
and bonuses payable to Executive pursuant to this Section 4.

               (g)  VACATIONS.  Executive shall be excused  from  rendering
his  services during reasonable vacation periods for not more than 15  days
per year  and  during other reasonable temporary absences.  Executive shall
also be entitled  to  all  paid  holidays  and  personal  days given by the
Company to its executives.

          5.   TERMINATION.   Executive's  employment  hereunder   may   be
terminated  without  any  breach of this Agreement only under the following
circumstances:

               (a)  DEATH.     Executive's   employment   hereunder   shall
terminate upon his death.

               (b)  DISABILITY.   If, as a result of Executive's incapacity
due to physical or mental illness,  Executive  shall  have been absent from
his duties hereunder on a full-time basis for a period  of  60  consecutive
days,  or  120 non-consecutive days within any 365 day period, the  Company
may terminate Executive's employment.

               (c)  CAUSE.    The   Company   may   terminate   Executive's
employment  hereunder  for  Cause.   For  purposes  of this Agreement,  the
Company  shall  have "Cause" to terminate Executive's employment  hereunder
upon: (i) substantial  and  continued  willful  failure by the Executive to
perform his duties hereunder which results, or could reasonably be expected
to result, in material harm to the business or reputation  of  the Company,
which  failure is not cured (if curable) by Executive within 15 days  after
written  notice  of  such  failure  is  delivered  to  the Executive by the
Company; and (ii) the commission by Executive of any criminal act involving
moral  turpitude or a felony which results in an arrest or  indictment,  or
the commission by Executive, based on reasonable proof, of any act of fraud
or embezzlement  involving  the Company or its customers or suppliers.  For
purposes of this Section 5(c),  no  act,  or failure to act, on Executive's
part shall be considered "willful" unless done,  or  omitted to be done, by
him  not  in good faith and without reasonable belief that  his  action  or
omission was in the best interest of the Company.

               (d)  NOTICE  OF TERMINATION.  Any termination of Executive's
employment by the Company or  by Executive (other than termination pursuant
to Section 5(a)) shall be communicated  by written Notice of Termination to
the other party hereto in accordance with  Section 9.  For purposes of this
Agreement,  a  "Notice  of  Termination" shall mean  a  notice  that  shall
indicate the specific termination  provision  in this Agreement relied upon
and  shall  set  forth  in  reasonable detail the facts  and  circumstances
claimed to provide a basis for  termination of Executive's employment under
the provision so indicated.

               (e)  DATE OF TERMINATION.   "Date of Termination" shall mean
(i) if Executive's employment is terminated  by  his death, the date of his
death,  (ii) if Executive's employment is terminated  pursuant  to  Section
5(b), 30 days after Notice of Termination is given (provided that Executive
shall not  have  returned  to  the performance of his duties on a full-time
basis during such 30 day period)  and  (iii)  if  Executive's employment is
terminated pursuant to Section 5(c), the date specified  in  the  Notice of
Termination.

Notwithstanding  anything  to  the  contrary in this Section 5, during  the
period  commencing  on  the  Effective  Date   and  ending  on  the  second
anniversary of the Effective Date, the Company shall  not  be  entitled  to
terminate  Executive's employment "without cause" or for any reason that is
not expressly specified in this Section 5.

         6.    COMPENSATION UPON TERMINATION.

               (a)  If  Executive's  employment  is  terminated pursuant to
Section  5,  the Company shall pay Executive his then current  base  salary
through the Date  of  Termination  and  the  Company  shall have no further
obligations to Executive under this Agreement.

               (b)  If  Executive's  employment is terminated  pursuant  to
Section 5(a) or 5(b), the Company shall  provide following such termination
to the extent required by the Consolidated  Omnibus  Budget  Reconciliation
Act  of  1985  ("COBRA"), COBRA continuation coverage with respect  to  the
relevant group medical and dental insurance benefits to which Executive was
entitled immediately prior to the Notice of Termination.

         7.    NONDISCLOSURE AND NONCOMPETITION

               (a)  CERTAIN  DEFINITIONS.   For purposes of this Agreement,
the following terms shall have the following meanings:

                    (i)"Confidential Information"  means  any  information,
     knowledge or data of any nature and in any form (including information
     that  is electronically transmitted or stored on any form of  magnetic
     or  electronic  storage  media)  relating  to  the  past,  current  or
     prospective   business   or   operations   of   the  Company  and  its
     subsidiaries,  that at the time or times concerned  is  not  generally
     known to persons  engaged  in businesses similar to those conducted or
     contemplated  by  the  Company   and   its  subsidiaries  (other  than
     information known by such persons through a violation of an obligation
     of confidentiality to the Company), whether  produced  by  the Company
     and   its   subsidiaries  or  any  of  their  consultants,  agents  or
     independent contractors  or  by  Executive,  and whether or not marked
     confidential, including without limitation information relating to the
     Company's or its subsidiaries' products and services,  business plans,
     business  acquisitions,  processes,  product  or service research  and
     development  methods  or  techniques,  training  methods   and   other
     operational  methods  or  techniques,  quality assurance procedures or
     standards,   operating  procedures,  files,   plans,   specifications,
     proposals, drawings,  charts,  graphs,  support  data,  trade secrets,
     supplier lists, supplier information, purchasing methods or practices,
     distribution  and selling activities, consultants' reports,  marketing
     and engineering  or  other  technical  studies,  maintenance  records,
     employment   or   personnel   data,   marketing  data,  strategies  or
     techniques, financial reports, budgets,  projections,  cost  analyses,
     price  lists  and  analyses,  employee lists, customer lists, customer
     source lists, proprietary computer  software,  and  internal notes and
     memoranda relating to any of the foregoing.

                    (ii)"Company's Business" includes providing services in
     connection  with  the  plugging and abandonment of oil and gas  wells,
     providing wireline services,  chartering  and operating lift boats and
     other marine service vessels, renting specialized  tools and equipment
     used  in  oil  and  gas  drilling  and production, providing  workover
     services  on  oil  and  gas  wells, providing  oil  spill  containment
     services,  and  renting  equipment   and/or   tools  used  in  fishing
     operations.

               (b)  NONDISCLOSURE  OF CONFIDENTIAL INFORMATION.   Executive
shall hold in a fiduciary capacity for  the  benefit  of  the  Company  all
Confidential Information which shall have been obtained by Executive during
Executive's  employment  (whether  prior  to  or  after  the effective date
hereof) and shall use such Confidential Information solely within the scope
of  his employment with and for the exclusive benefit of the  Company.   At
the end  of  the  employment term, Executive agrees (i) not to communicate,
divulge or make available  to any person or entity (other than the Company)
any  such  Confidential  Information,   except   upon   the  prior  written
authorization of the Company or as may be required by law or legal process,
and (ii) to deliver promptly to the Company any Confidential Information in
his  possession, including any duplicates thereof and any  notes  or  other
records Executive has prepared with respect thereto.  In the event that the
provisions  of  any  applicable law or the order of any court would require
Executive  to  disclose   or  otherwise  make  available  any  Confidential
Information then Executive  shall  give  the  Company  prompt prior written
notice  of  such  required  disclosure  and an opportunity to  contest  the
requirement of such disclosure or apply for a protective order with respect
to such Confidential Information by appropriate proceedings.

               (c)  LIMITED COVENANT NOT  TO  COMPETE.   During the term of
Executive's employment under this Agreement and for a period  of  two years
thereafter, Executive agrees that:

                    (i) Executive  shall  not, directly or indirectly,  for
     himself  or others, own, manage, operate,  control,  be  employed  by,
     engage or  participate  in,  allow his skill, knowledge, experience or
     reputation to be used by, or otherwise be connected in any manner with
     the ownership, management, operation  or  control  of,  any company or
     other  business  enterprise  engaged  in  any  aspect of the Company's
     Business, within any parish (or any adjacent offshore  areas)  of  the
     State of Louisiana, (as set forth in Appendix A), or within the States
     of  Florida,  Alabama,  Mississippi  or  Texas (including any adjacent
     offshore  areas), and any other state or other  jurisdiction  (or  any
     adjacent  offshore  areas)  (whether  within  or  outside  the  United
     States), in  which the Company or any of its subsidiaries carries on a
     like line of business  on  the Date of Termination; provided, however,
     that nothing contained herein  shall  prohibit  Executive  from making
     passive investments in any publicly held company that do not exceed in
     the aggregate 1% of the equity interest of such company;

                    (ii)  Executive shall not call upon any customer of the
     Company or its subsidiaries  or any potential customer of the Company,
     for the purpose of soliciting, diverting or enticing away the business
     of  such  person  or entity, or otherwise  disrupting  any  previously
     established relationship  existing  between  such person or entity and
     the Company or its subsidiaries;

                    (iii) Executive shall not solicit, induce, influence or
     attempt  to  influence  any  supplier,  lessor, licensor, or any other
     person  who  has  a  business relationship with  the  Company  or  its
     subsidiaries,  or  who on  the  Date  of  Termination  is  engaged  in
     discussions or negotiations to enter into a business relationship with
     the Company or its subsidiaries,  to  discontinue or reduce the extent
     of such relationship with the Company or its subsidiaries; and

                    (iv) Executive shall not make  contact  with any of the
     employees  of the Company or its subsidiaries with whom he had contact
     during the course  of  his employment with the Company for the purpose
     of soliciting such employee  for  hire,  whether  as  an  employee  or
     independent   contractor,  or  otherwise  disrupting  such  employee's
     relationship with the Company or its subsidiaries.

Executive further agrees  that  during the term of this Agreement and for a
period of two years thereafter, Executive  shall  not  hire any employee of
the Company as an employee or independent contractor, whether  or  not such
engagement is solicited by Executive.

Notwithstanding  the  foregoing,  the  parties agree that this Section 7(c)
shall not be binding upon the Executive  in  the  event  that  Executive is
discharged by the Company for other than theft, disability or Cause.

               (d)   PROTECTION OF INFORMATION.

                    (i)  The Company shall disclose to Executive, or  place
     Executive in a position to have access to or develop, trade secrets or
     confidential  information   of   the  Company;  and/or  shall  entrust
     Executive with business opportunities  of  the  Company;  and/or shall
     place Executive in a position to develop business good will  on behalf
     of the Company.

                    (ii)  Executive  agrees not to disclose or utilize, for
     Executive's personal benefit or for the  direct or indirect benefit of
     any  other  person  or entity, or for any other  reason,  whether  for
     consideration  or  otherwise,   during  the  term  of  his  employment
     hereunder or at any time thereafter, any information, ideas, concepts,
     improvements, discoveries or inventions,  whether  patentable  or not,
     which  are  conceived,  made,  developed,  or  acquired  by Executive,
     individually   or  in  conjunction  with  others,  during  Executive's
     employment by the  Company (whether during business hours or otherwise
     and whether on the Company's  premises  or  otherwise) which relate to
     the business, products, or services of the Company (including, without
     limitation,  all such business ideas, prospects,  proposals  or  other
     opportunities  which  are developed by Executive during his employment
     hereunder, or originated  by  any  third  party  and  brought  to  the
     attention  of Executive during his employment hereunder, together with
     information  relating  thereto  (including,  without limitation, data,
     memoranda, opinions or other written, electronic  or charted means, or
     any   other   trade  secrets  or  other  confidential  or  proprietary
     information of  or  concerning  the Company)) (collectively, "Business
     Information").  Moreover, all documents, drawings, notes, files, data,
     records,  correspondence, manuals,  models,  specifications,  computer
     programs, E-mail,  voice  mail,  electronic  databases,  maps, and all
     other  writings  or materials of any type embodying any such  Business
     Information are and  shall  be  the sole and exclusive property of the
     Company.  Upon termination of Executive's  employment  by the Company,
     for   any  reason,  Executive  promptly  shall  deliver  all  Business
     Information,  and  all copies thereof, to the Company.  As a result of
     knowledge of confidential  Business Information of third parties, such
     as customers, suppliers, partners,  joint  ventures,  and the like, of
     the  Company,  Executive  also  agrees  to  preserve  and protect  the
     confidentiality of such third party Business Information  to  the same
     extent, and on the same basis, as the Company's Business Information.

                    (iii) Executive agrees that, during his employment, any
     inventions (whether or not patentable),  concepts, ideas, expressions,
     discoveries, or improvements, including, without limitation, products,
     processes,  methods,  publications,  works  of   authorship,  software
     programs,    designs,   trade   secrets,   technical   specifications,
     algorithms, technical  data, know-how, internal reports and memoranda,
     marketing plans and any  other patent or proprietary rights conceived,
     devised, developed, or reduced  to  practice,  in whole or in part, by
     the Executive during the term of his employment  by  the  Company (the
     "Developments") are the sole and exclusive property of the  Company on
     a  worldwide  basis  as  works made for hire or otherwise, and further
     that  any  revenue or other  consideration  obtained  from  the  sale,
     license or other  transfer or conveyance of any such Development, or a
     product or service  incorporating  such Development, is solely for the
     benefit of and becomes the property  of  the Company.  To the extent a
     Development may not be considered work made  by the Executive for hire
     for  the  Company, the Executive agrees to assign,  and  automatically
     assigns at  the  time  of  creation  of  the  Development, without any
     requirement  of further consideration, any and all  right,  title  and
     interest he may  have  in  such Development.  Executive shall preserve
     each such Development as confidential  and  proprietary information of
     the Company.  Executive shall promptly disclose  each such Development
     and shall, upon demand, at the Company's expense,  execute and deliver
     to the Company such documents, instruments, deeds, acts  and things as
     the  Company  may  request  to  evidence  or  maintain  the  Company's
     ownership  of the Development, in any and all countries of the  world,
     or to effect enforcement thereof, and to assign all rights, if any, of
     the Executive  in  and  to  each  of  such Developments.  In addition,
     Executive agrees not to publish or seek  to  publish  any  information
     whatsoever  concerning  any  Development  without  the  prior  written
     consent of the Company, which may be withheld in its sole and absolute
     discretion.

                    (iv)  Any  inventions  relating  to the business of the
     Company  conceived or reduced to practice after the  Executive  leaves
     the employ  of  the  Company shall be conclusively deemed to have been
     conceived  and/or  reduced  to  practice  during  the  period  of  the
     employment if conceived  and/or  reduced to practice within six months
     from termination of employment, and  shall  be subject to the terms of
     this Section 7.

               (e)  INJUNCTIVE  RELIEF.   Executive   acknowledges  that  a
breach by Executive of paragraph (b),  (c) or (d) of this  Section  7 would
cause  immediate  and irreparable harm to the Company for which an adequate
monetary remedy does  not exist; hence, Executive agrees that, in the event
of  a  breach or threatened  breach  by  Executive  of  the  provisions  of
paragraph  (b), (c) or (d) of this Section 7 during or after the employment
term, the Company  shall  be  entitled  to  injunctive  relief  restraining
Executive  from  violation  of any such paragraph without the necessity  of
proof of actual damage or the  posting  of  any bond, except as required by
non-waivable,  applicable  law.   Nothing  herein  shall  be  construed  as
prohibiting the Company from pursuing any other  remedy at law or in equity
to which the Company may be entitled under applicable law in the event of a
breach or threatened breach of this Agreement by Executive  including,  but
not  limited  to,  recovery  of  costs  and  expenses  such  as  reasonable
attorney's  fees  incurred  by  reason  of  any such breach, actual damages
sustained by the Company as a result of any such  breach,  and cancellation
of  any  unpaid  salary,  bonus,  commissions  or  reimbursements otherwise
outstanding at the Date of Termination.

               (f)  GOVERNING   LAW   OF   THIS  SECTION  7;   CONSENT   TO
JURISDICTION.  Any dispute regarding the reasonableness  of  the  covenants
and  agreements  set  forth in this Section 7, or the territorial scope  or
duration thereof, or the  remedies available to the Company upon any breach
of such covenants and agreements,  shall  be governed by and interpreted in
accordance  with the laws of the state in which  the  prohibited  competing
activity or disclosure  occurs, and, with respect to each such dispute, the
Company and Executive each  hereby  irrevocably  consent  to  the exclusive
jurisdiction of the state and federal courts sitting in the relevant  state
for  resolution  of  such dispute, and agree to be irrevocably bound by any
judgment rendered thereby  in  connection  with  such  dispute, and further
agree that service of process may be made upon him in any  legal proceeding
relating  to  this  Section 7 by any means allowed under the laws  of  such
state.  Each party irrevocably  waives any objection he, she or it may have
as to the venue of any such suit,  action  or  proceeding brought in such a
court or that such a court is an inconvenient forum.

               (g)   EXECUTIVE'S UNDERSTANDING OF THIS  SECTION.  Executive
hereby  represents  to  the  Company that he has read and understands,  and
agrees to be bound by, the terms  of  this Section.  Executive acknowledges
that  the  geographic scope and duration  of  the  covenants  contained  in
paragraph (c)  are  the  result of arm's-length bargaining and are fair and
reasonable in light of (i)  the  importance  of  the functions performed by
Executive  and the length of time it would take the  Company  to  find  and
train a suitable  replacement, (ii) the nature and wide geographic scope of
the operations of the  Company, (iii) Executive's level of control over and
contact with the Company's  business  and  operations  in all jurisdictions
where same are conducted and (iv) the fact that the Company's  Business  is
conducted throughout the geographic area where competition is restricted by
this  Agreement.   It  is  the  desire  and  intent of the parties that the
provisions of this Agreement be enforced to the  fullest  extent  permitted
under applicable law, whether now or hereafter in effect and therefore,  to
the  extent  permitted  by  applicable  law,  the  parties hereto waive any
provision of applicable law that would render any provision of this Section
7 invalid or unenforceable.

         8.    SUCCESSORS; BINDING AGREEMENT

               (a)  The Company shall require any successor (whether direct
or  indirect, by purchase, merger, consolidation or otherwise)  to  all  or
substantially  all  of  the  business  and/or  assets  of  the  Company, by
agreement  in  form  and  substance satisfactory to Executive, to expressly
assume and agree to perform  this  Agreement  in the same manner and to the
same extent that the Company would be required  to  perform  it  if no such
succession  had  taken  place.   Failure  of  the  Company  to  obtain such
assumption  and agreement prior to the effectiveness of any such succession
shall  be a breach  of  this  Agreement  and  shall  entitle  Executive  to
compensation  from  the Company in the same amount and on the same terms as
he would be entitled  to hereunder if he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession  becomes  effective  shall  be deemed the Date of
Termination.  As used in this Agreement, "Company" shall  mean  the Company
as hereinbefore defined and any successor to its business and/or  assets as
aforesaid  which  executes and delivers the agreement provided for in  this
Section 8 or which  otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.

               (b)  This  Agreement  and  all rights of Executive hereunder
shall inure to the benefit of and be enforceable by Executive's personal or
legal  representatives,  executors,  administrators,   successors,   heirs,
distributees,  devisees  and  legatees.   If Executive should die while any
amounts would still be payable to him hereunder  if  he  had  continued  to
live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of  this  Agreement  to  Executive's devisee,
legatee, or other designee or, if there be no such designee, to Executive's
estate.

         9.    NOTICE.  For the purpose of this Agreement, notices, demands
and  all other communications provided for in this Agreement  shall  be  in
writing  and  shall  be  deemed  to  have been duly given when delivered or
(unless  otherwise  specified)  mailed  by   United   States  certified  or
registered mail, return receipt requested, postage prepared,  addressed  as
follows:

     If to Executive:
          1105 Peters Road
          Harvey, Louisiana 70058

     If to the Company:
          Superior Energy Services, Inc.
          1105 Peters Road
          Harvey, Louisiana 70058


or  to  such other address as any party may have furnished to the others in
writing in  accordance  herewith,  except that notices of change of address
shall be effective only upon receipt.

        10.    MISCELLANEOUS.   No provisions  of  this  Agreement  may  be
modified,  waived  or  discharged  unless   such  waiver,  modification  or
discharge is agreed to in writing signed by Executive  and  such officer of
the Company as may be specifically designated by the Board.   No  waiver by
either party hereto at any time of any breach by the other party hereto of,
or  compliance  with,  any  condition or provision of this Agreement to  be
performed by such other party  shall  be  deemed  a  waiver  of  similar or
dissimilar  provisions  or  conditions  at  the  same  or  at  any prior or
subsequent  time.   No  agreements  or  representations,  oral or otherwise
express  or  implied, with respect to the subject matter hereof  have  been
made by either party which are not set forth expressly in this Agreement.

        11.    VALIDITY.    The   invalidity  or  unenforceability  of  any
provision or provisions of this Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

        12.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed  to  be  an original but all of
which together shall constitute one and the same instrument.

        13.    RIGHTS AND REMEDIES.  In the event that Executive institutes
proceedings to enforce this Agreement; he shall be entitled  to recover all
reasonable attorneys' fees and costs incurred, in addition to  any  damages
or other relief awarded.

        14.    ENTIRE  AGREEMENT.   This  Agreement  sets  forth the entire
agreement of the parties hereto in respect of the subject matter  contained
herein   and   supersedes   all   prior  agreements,  promises,  covenants,
arrangements, communications, representations  or  warranties, whether oral
or written, by any officer, employee or representative of any party hereto;
and  any prior agreement of the parties hereto in respect  of  the  subject
matter contained herein is hereby terminated and cancelled.

        15.    GOVERNING  LAW.   This  Agreement  shall  be  construed  and
enforced  in accordance with and governed by the internal laws of the State
of Louisiana  without  regard  to principles of conflict of laws, except as
expressly provided in Section 7(f)  above with respect to the resolution of
disputes arising under, or the Company's  enforcement of, Section 7 of this
Agreement.

          IN WITNESS WHEREOF, the parties have  executed  this Agreement on
the date and year first above written.

                                   SUPERIOR ENERGY SERVICES, INC.


                                   By: ___________________________

                                           Terence E. Hall
                                        Chairman of  the Board



                                        ___________________________
                                                 Executive


<PAGE>
                                                                 APPENDIX A

Acadia                                      Madison
Allen                                       Morehouse
Ascension                                   Natchitoches
Assumption                                  Orleans
Avoyelles                                   Ouachita
Beauregard                                  Plaquemines
Bienville                                   Pointe Coupee
Bossier                                     Rapides
Caddo                                       Red River
Calcasieu                                   Richland
Caldwell                                    Sabine
Cameron                                     St. Bernard
Catahoula                                   St. Charles
Claiborne                                   St. Helena
Concordia                                   St. James
DeSoto                                      St. John the Baptist
East Baton Rouge                            St. Landry
East Carroll                                St. Martin
East Feliciana                              St. Mary
Evangeline                                  St. Tammany
Franklin                                    Tangipahoa
Grant                                       Tensas
Iberia                                      Terrebonne
Iberville                                   Union
Jackson                                     Vermillion
Jefferson                                   Vernon
Jefferson Davis                             Washington
Lafayette                                   Webster
Lafourche                                   West Baton Rouge
LaSalle                                     West Carroll
Lincoln                                     West Feliciana
Livingston                                  Winn









                 EMPLOYMENT AND NON-COMPETITION AGREEMENT

                                  Between

                      SUPERIOR ENERGY SERVICES, INC.

                                    and

                               DALE MITCHELL



<PAGE>

                 EMPLOYMENT AND NON-COMPETITION AGREEMENT


     This  Employment  and  Non-Competition Agreement (this "Agreement") is
entered into and effective as  of   July  15,  1999  (the "Effective Date")
between  Superior  Energy  Services,  Inc.,  a  Delaware  corporation  (the
"Company"), and Dale Mitchell (the "Executive").

                           W I T N E S S E T H:

     WHEREAS,  the Board of Directors (the "Board") of the Company  desires
to provide for the  employment  of  Executive by the Company, and Executive
desires to continue to serve the Company  on  a  full-time  basis  upon the
terms and conditions herein provided.

     NOW, THEREFORE, in consideration of the premises and of the respective
representations  and  warranties  hereinafter  set  forth and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

         1.    EMPLOYMENT.  The Company hereby agrees  to employ Executive,
and Executive hereby agrees to continue to serve the Company,  on the terms
and conditions set forth herein.

         2.    TERM.

               (a)  Commencing  on  the  Effective  Date  hereof, Executive
shall  be  employed  by  the  Company  as  provided  in Section 1 and  such
employment  shall continue until the second anniversary
  of  the  Effective
Date unless sooner terminated as hereinafter provided.

               (b)  If  Executive  continues to serve as an employee of the
Company after the second anniversary  of  the Effective Date, his continued
employment shall be subject to the terms of  this  Agreement  but  shall be
terminable at will by either the Company or Executive.

               (c)  Following Employee ceasing for whatever reason to be an
Executive  of  the Company, each party shall have the right to enforce  all
its rights, and  shall  be  bound  by  all obligations, that are continuing
rights and obligations under the terms of this Agreement.

         3.    POSITION  AND  DUTIES.   The  Employee  shall  perform  such
duties, consistent with the Employee's status  as an officer of the Company
elected  by  the  Board, as may be prescribed from  time  to  time  by  the
Company's President  and  Chief Executive Officer or other officers to whom
authority has been delegated  by the President and Chief Executive Officer.
The  Executive also agrees to serve  without  additional  compensation,  if
elected  or  appointed  thereto,  as  an  officer  of  any of the Company's
subsidiaries.

         4.    COMPENSATION AND RELATED MATTERS.

               (a)  SALARY.  The Company shall pay to Executive  a  minimum
annual base  salary of $125,000, payable in equal semi-monthly installments
in  accordance  with  the  Company's  regular  payroll  practices  for  its
principal  executives.   The  Executive's  base  salary  will  be  reviewed
annually.

               (b)  INCENTIVE BONUS.  During the term hereof, the Executive
shall  be  eligible  to  earn  an  annual  bonus  pursuant to the Company's
Management  Incentive  Plan  based  on  the  Executive's   achievement   of
performance objectives for each year.

               (c)  STOCK  OPTIONS.   On  the  Effective  Date, the Company
shall  grant  to  the  Executive,  pursuant  to  the  Company's 1998  Stock
Incentive  Plan,  options  to  purchase a total of 240,000  shares  of  the
Company's common stock, at an exercise  price  equal  to  the closing sales
price  of the Common Stock on the Nasdaq National Market on  the  Effective
Date pursuant  to  the  form  of  option  agreement attached as Exhibit "A"
hereto.

               (d)  COMPANY AUTOMOBILE.  The Company shall either provide a
car allowance to the Executive or make available  to  Executive  a  Company
automobile  for  the  Executive's  use in the discharge of his duties.  The
automobile so obtained by the Executive  shall be maintained at the expense
of the Company in accordance with the policies and practices of the Company
in effect from time to time.

               (e)  EXPENSES.  During the  term  of  Executive's employment
hereunder, Executive shall be entitled to receive prompt  reimbursement for
all reasonable and necessary expenses incurred by Executive  in  performing
services  hereunder,  including  all expenses of travel and living expenses
while away from home on business or at the request of and in the service of
the Company, provided that such expenses  are incurred and accounted for in
accordance with the policies and procedures established by the Company.

               (f)  OTHER  BENEFITS.   Executive   shall   be  entitled  to
participate  in  or  receive benefits under any Executive benefit  plan  or
arrangement made available  by  the  Company  to  its  executives  and  key
management Executives, subject to and on a basis consistent with the terms,
conditions  and  overall  administration  of  such  plans and arrangements.
Nothing paid to Executive under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the salary
and bonuses payable to Executive pursuant to this Section 4.

               (g)  VACATIONS.  Executive shall be excused  from  rendering
his  services during reasonable vacation periods for not more than 15  days
per year  and  during other reasonable temporary absences.  Executive shall
also be entitled  to  all  paid  holidays  and  personal  days given by the
Company to its executives.

         5.    TERMINATION.   Executive's  employment  hereunder   may   be
terminated  without  any  breach of this Agreement only under the following
circumstances:

               (a)  DEATH.     Executive's   employment   hereunder   shall
terminate upon his death.

               (b)  DISABILITY.   If, as a result of Executive's incapacity
due to physical or mental illness,  Executive  shall  have been absent from
his duties hereunder on a full-time basis for a period  of  60  consecutive
days,  or  120 non-consecutive days within any 365 day period, the  Company
may terminate Executive's employment.

               (c)  CAUSE.    The   Company   may   terminate   Executive's
employment  hereunder  for  Cause.   For  purposes  of this Agreement,  the
Company  shall  have "Cause" to terminate Executive's employment  hereunder
upon: (i) substantial  and  continued  willful  failure by the Executive to
perform his duties hereunder which results, or could reasonably be expected
to result, in material harm to the business or reputation  of  the Company,
which  failure is not cured (if curable) by Executive within 15 days  after
written  notice  of  such  failure  is  delivered  to  the Executive by the
Company; and (ii) the commission by Executive of any criminal act involving
moral  turpitude or a felony which results in an arrest or  indictment,  or
the commission by Executive, based on reasonable proof, of any act of fraud
or embezzlement  involving  the Company or its customers or suppliers.  For
purposes of this Section 5(c),  no  act,  or failure to act, on Executive's
part shall be considered "willful" unless done,  or  omitted to be done, by
him  not  in good faith and without reasonable belief that  his  action  or
omission was in the best interest of the Company.

               (d)  NOTICE  OF TERMINATION.  Any termination of Executive's
employment by the Company or  by Executive (other than termination pursuant
to Section 5(a)) shall be communicated  by written Notice of Termination to
the other party hereto in accordance with  Section 9.  For purposes of this
Agreement,  a  "Notice  of  Termination" shall mean  a  notice  that  shall
indicate the specific termination  provision  in this Agreement relied upon
and  shall  set  forth  in  reasonable detail the facts  and  circumstances
claimed to provide a basis for  termination of Executive's employment under
the provision so indicated.

               (e)  DATE OF TERMINATION.   "Date of Termination" shall mean
(i) if Executive's employment is terminated  by  his death, the date of his
death,  (ii) if Executive's employment is terminated  pursuant  to  Section
5(b), 30 days after Notice of Termination is given (provided that Executive
shall not  have  returned  to  the performance of his duties on a full-time
basis during such 30 day period)  and  (iii)  if  Executive's employment is
terminated pursuant to Section 5(c), the date specified  in  the  Notice of
Termination.

Notwithstanding  anything  to  the  contrary in this Section 5, during  the
period  commencing  on  the  Effective  Date   and  ending  on  the  second
anniversary of the Effective Date, the Company shall  not  be  entitled  to
terminate  Executive's employment "without cause" or for any reason that is
not expressly specified in this Section 5.

         6.    COMPENSATION UPON TERMINATION.

               (a)  If  Executive's  employment  is  terminated pursuant to
Section  5,  the Company shall pay Executive his then current  base  salary
through the Date  of  Termination  and  the  Company  shall have no further
obligations to Executive under this Agreement.

               (b)  If  Executive's  employment is terminated  pursuant  to
Section 5(a) or 5(b), the Company shall  provide following such termination
to the extent required by the Consolidated  Omnibus  Budget  Reconciliation
Act  of  1985  ("COBRA"), COBRA continuation coverage with respect  to  the
relevant group medical and dental insurance benefits to which Executive was
entitled immediately prior to the Notice of Termination.

         7.    NONDISCLOSURE AND NONCOMPETITION

               (a)  CERTAIN  DEFINITIONS.   For purposes of this Agreement,
the following terms shall have the following meanings:

                    (i) "Confidential Information" means  any  information,
     knowledge or data of any nature and in any form (including information
     that  is electronically transmitted or stored on any form of  magnetic
     or  electronic  storage  media)  relating  to  the  past,  current  or
     prospective   business   or   operations   of   the  Company  and  its
     subsidiaries,  that at the time or times concerned  is  not  generally
     known to persons  engaged  in businesses similar to those conducted or
     contemplated  by  the  Company   and   its  subsidiaries  (other  than
     information known by such persons through a violation of an obligation
     of confidentiality to the Company), whether  produced  by  the Company
     and   its   subsidiaries  or  any  of  their  consultants,  agents  or
     independent contractors  or  by  Executive,  and whether or not marked
     confidential, including without limitation information relating to the
     Company's or its subsidiaries' products and services,  business plans,
     business  acquisitions,  processes,  product  or service research  and
     development  methods  or  techniques,  training  methods   and   other
     operational  methods  or  techniques,  quality assurance procedures or
     standards,   operating  procedures,  files,   plans,   specifications,
     proposals, drawings,  charts,  graphs,  support  data,  trade secrets,
     supplier lists, supplier information, purchasing methods or practices,
     distribution  and selling activities, consultants' reports,  marketing
     and engineering  or  other  technical  studies,  maintenance  records,
     employment   or   personnel   data,   marketing  data,  strategies  or
     techniques, financial reports, budgets,  projections,  cost  analyses,
     price  lists  and  analyses, Executive lists, customer lists, customer
     source lists, proprietary  computer  software,  and internal notes and
     memoranda relating to any of the foregoing.

                    (ii)"Company's Business" includes providing services in
     connection  with  the  plugging and abandonment of oil and gas  wells,
     providing wireline services,  chartering  and operating lift boats and
     other marine service vessels, renting specialized  tools and equipment
     used  in  oil  and  gas  drilling  and production, providing  workover
     services  on  oil  and  gas  wells, providing  oil  spill  containment
     services,  and  renting  equipment   and/or   tools  used  in  fishing
     operations.

               (b)  NONDISCLOSURE  OF CONFIDENTIAL INFORMATION.   Executive
shall hold in a fiduciary capacity for  the  benefit  of  the  Company  all
Confidential Information which shall have been obtained by Executive during
Executive's  employment  (whether  prior  to  or  after  the effective date
hereof) and shall use such Confidential Information solely within the scope
of  his employment with and for the exclusive benefit of the  Company.   At
the end  of  the  employment term, Executive agrees (i) not to communicate,
divulge or make available  to any person or entity (other than the Company)
any  such  Confidential  Information,   except   upon   the  prior  written
authorization of the Company or as may be required by law or legal process,
and (ii) to deliver promptly to the Company any Confidential Information in
his  possession, including any duplicates thereof and any  notes  or  other
records Executive has prepared with respect thereto.  In the event that the
provisions  of  any  applicable law or the order of any court would require
Executive  to  disclose   or  otherwise  make  available  any  Confidential
Information then Executive  shall  give  the  Company  prompt prior written
notice  of  such  required  disclosure  and an opportunity to  contest  the
requirement of such disclosure or apply for a protective order with respect
to such Confidential Information by appropriate proceedings.

               (c)  LIMITED COVENANT NOT  TO  COMPETE.   During the term of
Executive's employment under this Agreement and for a period  of  two years
thereafter, Executive agrees that:

                    (i) Executive  shall  not, directly or indirectly,  for
     himself  or others, own, manage, operate,  control,  be  employed  by,
     engage or  participate  in,  allow his skill, knowledge, experience or
     reputation to be used by, or otherwise be connected in any manner with
     the ownership, management, operation  or  control  of,  any company or
     other  business  enterprise  engaged  in  any  aspect of the Company's
     Business, within any parish (or any adjacent offshore  areas)  of  the
     State of Louisiana, (as set forth in Appendix A), or within the States
     of  Florida,  Alabama,  Mississippi  or  Texas (including any adjacent
     offshore  areas), and any other state or other  jurisdiction  (or  any
     adjacent  offshore  areas)  (whether  within  or  outside  the  United
     States), in  which the Company or any of its subsidiaries carries on a
     like line of business  on  the Date of Termination; provided, however,
     that nothing contained herein  shall  prohibit  Executive  from making
     passive investments in any publicly held company that do not exceed in
     the aggregate 1% of the equity interest of such company;

                    (ii) Executive shall not call upon any customer of  the
     Company or its subsidiaries  or any potential customer of the Company,
     for the purpose of soliciting, diverting or enticing away the business
     of  such  person  or entity, or otherwise  disrupting  any  previously
     established relationship  existing  between  such person or entity and
     the Company or its subsidiaries;

                    (iii) Executive shall not solicit, induce, influence or
     attempt  to  influence  any  supplier,  lessor, licensor, or any other
     person  who  has  a  business relationship with  the  Company  or  its
     subsidiaries,  or  who on  the  Date  of  Termination  is  engaged  in
     discussions or negotiations to enter into a business relationship with
     the Company or its subsidiaries,  to  discontinue or reduce the extent
     of such relationship with the Company or its subsidiaries; and

                    (iv) Executive shall not make  contact  with any of the
     Executives of the Company or its subsidiaries with whom he had contact
     during  the  course of his employment with the Company for the purpose
     of soliciting  such  Executive  for  hire,  whether as an Executive or
     independent  contractor,  or  otherwise  disrupting  such  Executive's
     relationship with the Company or its subsidiaries.

Executive further agrees that during the term of  this  Agreement and for a
period of two years thereafter, Executive shall not hire  any  Executive of
the Company as an Executive or independent contractor, whether or  not such
engagement is solicited by Executive.

Notwithstanding  the  foregoing,  the  parties agree that this Section 7(c)
shall not be binding upon the Executive  in  the  event  that  Executive is
discharged by the Company for other than theft, disability or Cause.

               (d)  PROTECTION OF INFORMATION.

                    (i) The Company shall disclose to Executive,  or  place
     Executive in a position to have access to or develop, trade secrets or
     confidential  information   of   the  Company;  and/or  shall  entrust
     Executive with business opportunities  of  the  Company;  and/or shall
     place Executive in a position to develop business good will  on behalf
     of the Company.

                    (ii)  Executive agrees not to disclose or utilize,  for
     Executive's personal benefit or for the  direct or indirect benefit of
     any  other  person  or entity, or for any other  reason,  whether  for
     consideration  or  otherwise,   during  the  term  of  his  employment
     hereunder or at any time thereafter, any information, ideas, concepts,
     improvements, discoveries or inventions,  whether  patentable  or not,
     which  are  conceived,  made,  developed,  or  acquired  by Executive,
     individually   or  in  conjunction  with  others,  during  Executive's
     employment by the  Company (whether during business hours or otherwise
     and whether on the Company's  premises  or  otherwise) which relate to
     the business, products, or services of the Company (including, without
     limitation,  all such business ideas, prospects,  proposals  or  other
     opportunities  which  are developed by Executive during his employment
     hereunder, or originated  by  any  third  party  and  brought  to  the
     attention  of Executive during his employment hereunder, together with
     information  relating  thereto  (including,  without limitation, data,
     memoranda, opinions or other written, electronic  or charted means, or
     any   other   trade  secrets  or  other  confidential  or  proprietary
     information of  or  concerning  the Company)) (collectively, "Business
     Information").  Moreover, all documents, drawings, notes, files, data,
     records,  correspondence, manuals,  models,  specifications,  computer
     programs, E-mail,  voice  mail,  electronic  databases,  maps, and all
     other  writings  or materials of any type embodying any such  Business
     Information are and  shall  be  the sole and exclusive property of the
     Company.  Upon termination of Executive's  employment  by the Company,
     for   any  reason,  Executive  promptly  shall  deliver  all  Business
     Information,  and  all copies thereof, to the Company.  As a result of
     knowledge of confidential  Business Information of third parties, such
     as customers, suppliers, partners,  joint  ventures,  and the like, of
     the  Company,  Executive  also  agrees  to  preserve  and protect  the
     confidentiality of such third party Business Information  to  the same
     extent, and on the same basis, as the Company's Business Information.

                    (iii) Executive agrees that, during his employment, any
     inventions (whether or not patentable),  concepts, ideas, expressions,
     discoveries, or improvements, including, without limitation, products,
     processes,  methods,  publications,  works  of   authorship,  software
     programs,    designs,   trade   secrets,   technical   specifications,
     algorithms, technical  data, know-how, internal reports and memoranda,
     marketing plans and any  other patent or proprietary rights conceived,
     devised, developed, or reduced  to  practice,  in whole or in part, by
     the Executive during the term of his employment  by  the  Company (the
     "Developments") are the sole and exclusive property of the  Company on
     a  worldwide  basis  as  works made for hire or otherwise, and further
     that  any  revenue or other  consideration  obtained  from  the  sale,
     license or other  transfer or conveyance of any such Development, or a
     product or service  incorporating  such Development, is solely for the
     benefit of and becomes the property  of  the Company.  To the extent a
     Development may not be considered work made  by the Executive for hire
     for  the  Company, the Executive agrees to assign,  and  automatically
     assigns at  the  time  of  creation  of  the  Development, without any
     requirement  of further consideration, any and all  right,  title  and
     interest he may  have  in  such Development.  Executive shall preserve
     each such Development as confidential  and  proprietary information of
     the Company.  Executive shall promptly disclose  each such Development
     and shall, upon demand, at the Company's expense,  execute and deliver
     to the Company such documents, instruments, deeds, acts  and things as
     the  Company  may  request  to  evidence  or  maintain  the  Company's
     ownership  of the Development, in any and all countries of the  world,
     or to effect enforcement thereof, and to assign all rights, if any, of
     the Executive  in  and  to  each  of  such Developments.  In addition,
     Executive agrees not to publish or seek  to  publish  any  information
     whatsoever  concerning  any  Development  without  the  prior  written
     consent of the Company, which may be withheld in its sole and absolute
     discretion.

                    (iv)  Any  inventions  relating  to the business of the
     Company  conceived or reduced to practice after the  Executive  leaves
     the employ  of  the  Company shall be conclusively deemed to have been
     conceived  and/or  reduced  to  practice  during  the  period  of  the
     employment if conceived  and/or  reduced to practice within six months
     from termination of employment, and  shall  be subject to the terms of
     this Section 7.

               (e)  INJUNCTIVE  RELIEF.   Executive   acknowledges  that  a
breach by Executive of paragraph (b),  (c) or (d) of this  Section  7 would
cause  immediate  and irreparable harm to the Company for which an adequate
monetary remedy does  not exist; hence, Executive agrees that, in the event
of  a  breach or threatened  breach  by  Executive  of  the  provisions  of
paragraph  (b), (c) or (d) of this Section 7 during or after the employment
term, the Company  shall  be  entitled  to  injunctive  relief  restraining
Executive  from  violation  of any such paragraph without the necessity  of
proof of actual damage or the  posting  of  any bond, except as required by
non-waivable,  applicable  law.   Nothing  herein  shall  be  construed  as
prohibiting the Company from pursuing any other  remedy at law or in equity
to which the Company may be entitled under applicable law in the event of a
breach or threatened breach of this Agreement by Executive  including,  but
not  limited  to,  recovery  of  costs  and  expenses  such  as  reasonable
attorney's  fees  incurred  by  reason  of  any such breach, actual damages
sustained by the Company as a result of any such  breach,  and cancellation
of  any  unpaid  salary,  bonus,  commissions  or  reimbursements otherwise
outstanding at the Date of Termination.

               (f)  GOVERNING   LAW   OF   THIS  SECTION  7;   CONSENT   TO
JURISDICTION.  Any dispute regarding the reasonableness  of  the  covenants
and  agreements  set  forth in this Section 7, or the territorial scope  or
duration thereof, or the  remedies available to the Company upon any breach
of such covenants and agreements,  shall  be governed by and interpreted in
accordance  with the laws of the state in which  the  prohibited  competing
activity or disclosure  occurs, and, with respect to each such dispute, the
Company and Executive each  hereby  irrevocably  consent  to  the exclusive
jurisdiction of the state and federal courts sitting in the relevant  state
for  resolution  of  such dispute, and agree to be irrevocably bound by any
judgment rendered thereby  in  connection  with  such  dispute, and further
agree that service of process may be made upon him in any  legal proceeding
relating  to  this  Section 7 by any means allowed under the laws  of  such
state.  Each party irrevocably  waives any objection he, she or it may have
as to the venue of any such suit,  action  or  proceeding brought in such a
court or that such a court is an inconvenient forum.

               (g)  EXECUTIVE'S UNDERSTANDING OF  THIS  SECTION.  Executive
hereby  represents  to  the  Company that he has read and understands,  and
agrees to be bound by, the terms  of  this Section.  Executive acknowledges
that  the  geographic scope and duration  of  the  covenants  contained  in
paragraph (c)  are  the  result of arm's-length bargaining and are fair and
reasonable in light of (i)  the  importance  of  the functions performed by
Executive  and the length of time it would take the  Company  to  find  and
train a suitable  replacement, (ii) the nature and wide geographic scope of
the operations of the  Company, (iii) Executive's level of control over and
contact with the Company's  business  and  operations  in all jurisdictions
where same are conducted and (iv) the fact that the Company's  Business  is
conducted throughout the geographic area where competition is restricted by
this  Agreement.   It  is  the  desire  and  intent of the parties that the
provisions of this Agreement be enforced to the  fullest  extent  permitted
under applicable law, whether now or hereafter in effect and therefore,  to
the  extent  permitted  by  applicable  law,  the  parties hereto waive any
provision of applicable law that would render any provision of this Section
7 invalid or unenforceable.

         8.    SUCCESSORS; BINDING AGREEMENT

               (a)  The Company shall require any successor (whether direct
or  indirect, by purchase, merger, consolidation or otherwise)  to  all  or
substantially  all  of  the  business  and/or  assets  of  the  Company, by
agreement  in  form  and  substance satisfactory to Executive, to expressly
assume and agree to perform  this  Agreement  in the same manner and to the
same extent that the Company would be required  to  perform  it  if no such
succession  had  taken  place.   Failure  of  the  Company  to  obtain such
assumption  and agreement prior to the effectiveness of any such succession
shall  be a breach  of  this  Agreement  and  shall  entitle  Executive  to
compensation  from  the Company in the same amount and on the same terms as
he would be entitled  to hereunder if he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession  becomes  effective  shall  be deemed the Date of
Termination.  As used in this Agreement, "Company" shall  mean  the Company
as hereinbefore defined and any successor to its business and/or  assets as
aforesaid  which  executes and delivers the agreement provided for in  this
Section 8 or which  otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.

               (b)  This  Agreement  and  all rights of Executive hereunder
shall inure to the benefit of and be enforceable by Executive's personal or
legal  representatives,  executors,  administrators,   successors,   heirs,
distributees,  devisees  and  legatees.   If Executive should die while any
amounts would still be payable to him hereunder  if  he  had  continued  to
live,  all such amounts, unless otherwise provided herein, shall be paid in
accordance  with  the  terms  of  this  Agreement  to  Executive's devisee,
legatee, or other designee or, if there be no such designee, to Executive's
estate.

         9.    NOTICE.  For the purpose of this Agreement, notices, demands
and  all other communications provided for in this Agreement  shall  be  in
writing  and  shall  be  deemed  to  have been duly given when delivered or
(unless  otherwise  specified)  mailed  by   United   States  certified  or
registered mail, return receipt requested, postage prepared,  addressed  as
follows:

     If to Executive:
          1105 Peters Road
          Harvey, Louisiana 70058

     If to the Company:
          Superior Energy Services, Inc.
          1105 Peters Road
          Harvey, Louisiana 70058


or  to  such other address as any party may have furnished to the others in
writing in  accordance  herewith,  except that notices of change of address
shall be effective only upon receipt.

        10.    MISCELLANEOUS.   No provisions  of  this  Agreement  may  be
modified,  waived  or  discharged  unless   such  waiver,  modification  or
discharge is agreed to in writing signed by Executive  and  such officer of
the Company as may be specifically designated by the Board.   No  waiver by
either party hereto at any time of any breach by the other party hereto of,
or  compliance  with,  any  condition or provision of this Agreement to  be
performed by such other party  shall  be  deemed  a  waiver  of  similar or
dissimilar  provisions  or  conditions  at  the  same  or  at  any prior or
subsequent  time.   No  agreements  or  representations,  oral or otherwise
express  or  implied, with respect to the subject matter hereof  have  been
made by either party which are not set forth expressly in this Agreement.

        11.    VALIDITY.    The   invalidity  or  unenforceability  of  any
provision or provisions of this Agreement  shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

        12.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed  to  be  an original but all of
which together shall constitute one and the same instrument.

        13.    RIGHTS AND REMEDIES.  In the event that Executive institutes
proceedings to enforce this Agreement; he shall be entitled  to recover all
reasonable attorneys' fees and costs incurred, in addition to  any  damages
or other relief awarded.

        14.    ENTIRE  AGREEMENT.   This  Agreement  sets  forth the entire
agreement of the parties hereto in respect of the subject matter  contained
herein   and   supersedes   all   prior  agreements,  promises,  covenants,
arrangements, communications, representations  or  warranties, whether oral
or  written,  by  any  officer, Executive or representative  of  any  party
hereto; and any prior agreement  of  the  parties  hereto in respect of the
subject matter contained herein is hereby terminated and cancelled.

        15.    GOVERNING  LAW.   This  Agreement  shall  be  construed  and
enforced in accordance with and governed by the internal  laws of the State
of  Louisiana without regard to principles of conflict of laws,  except  as
expressly  provided in Section 7(f) above with respect to the resolution of
disputes arising  under, or the Company's enforcement of, Section 7 of this
Agreement.

          IN WITNESS  WHEREOF,  the parties have executed this Agreement on
the date and year first above written.

                                   SUPERIOR ENERGY SERVICES, INC.


                                   By: ___________________________

                                           Terence E. Hall
                                        Chairman of the Board



                                        ___________________________
                                                 Executive


<PAGE>
                                                                 APPENDIX A

Acadia                                      Madison
Allen                                       Morehouse
Ascension                                   Natchitoches
Assumption                                  Orleans
Avoyelles                                   Ouachita
Beauregard                                  Plaquemines
Bienville                                   Pointe Coupee
Bossier                                     Rapides
Caddo                                       Red River
Calcasieu                                   Richland
Caldwell                                    Sabine
Cameron                                     St. Bernard
Catahoula                                   St. Charles
Claiborne                                   St. Helena
Concordia                                   St. James
DeSoto                                      St. John the Baptist
East Baton Rouge                            St. Landry
East Carroll                                St. Martin
East Feliciana                              St. Mary
Evangeline                                  St. Tammany
Franklin                                    Tangipahoa
Grant                                       Tensas
Iberia                                      Terrebonne
Iberville                                   Union
Jackson                                     Vermillion
Jefferson                                   Vernon
Jefferson Davis                             Washington
Lafayette                                   Webster
Lafourche                                   West Baton Rouge
LaSalle                                     West Carroll
Lincoln                                     West Feliciana
Livingston                                  Winn







                                                               EXHIBIT 21.1

                        SUBSIDIARIES OF THE COMPANY


<TABLE>
<CAPTION>
                                        
                                            STATE OR JURISDICTION OF
        SUBSIDIARY                       INCORPORATION OR ORGANIZATION
<S>                                             <C>
Connection Technology, Ltd.                     Louisiana
Ace Rental Tools, Inc.                          Louisiana
Superior Well Service, Inc.                     Louisiana
Oil Stop, Inc.                                  Louisiana
Nautilus Pipe & Tool Rental, Inc.               Louisiana
Concentric Rentals, S.A.                        Caracas, Venezuela
F & F Wireline Service, Inc.                    Louisiana
Fastorq, Inc.                                   Louisiana
Stabil-Drill Specialties, Inc.                  Louisiana
Tong Rentals and Supply Company, Inc.           Louisiana
Hydro-Dynamics Oilfield Contractors, Inc.       Louisiana
Superior Bareboat Charters, Inc.                Louisiana
1105 Peters Road, Inc.                          Louisiana
1209 Peters Road, Inc.                          Louisiana
Dimensional Oil Field Services, Inc.            Louisiana
Steerable Rotary Tools, L.L.C.                  Louisiana
Cardinal Services, Inc.                         Louisiana
Production Management Companies, Inc.           Louisiana
Production Management Industries, Inc.          Louisiana
Production Management Equities, Inc.            Louisiana
Production Management Control Systems, Inc.     Louisiana
</TABLE>




N0488763.1






The Board of Directors
Superior Energy Services, Inc.:


We  consent  to incorporation by reference in registration statements No. 333-
22603 and No.  333-86579  on  Form  S-3 and No. 333-12175 and No. 333-43421 on
Form S-8 of Superior Energy Services,  Inc.  of  our report dated February 25,
2000, relating to the consolidated balance sheet of  Superior Energy Services,
Inc.  and subsidiaries as of December 31, 1999, and the  related  consolidated
statements  of  operations, changes in stockholders' equity and cash flows for
the year then ended,  and  the  related  financial  statement  schedule, which
report  appears  in  the  December  31,  1999,  annual report on Form 10-K  of
Superior Energy Services, Inc.



                                                 KPMG LLP

New Orleans, Louisiana
March 28, 2000





                     Consent of Independent Auditors

We  consent  to  the  incorporation  by  reference  in  the  Registration
Statements  (Form  S-3  Nos. 333-22603 and 333-86579) of Superior  Energy
Services, Inc. and in the  related Prospectuses, and the incorporation by
reference in the Registration  Statements  (Form  S-8  Nos. 333-12175 and
333-43421) of Superior Energy Services, Inc. of our report dated March 2,
1999, with respect to the consolidated financial statements  and schedule
of  Superior  Energy  Services,  Inc. and subsidiaries (formerly Cardinal
Holding Corp.) included in this Annual  Report  (Form  10-K) for the year
ended December 31, 1999.


                                   Ernst & Young LLP

New Orleans, Louisiana
March 27, 2000







<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                       8,018,000
<SECURITIES>                                         0
<RECEIVABLES>                               44,770,000
<ALLOWANCES>                               (2,892,000)
<INVENTORY>                                    967,000
<CURRENT-ASSETS>                            56,122,000
<PP&E>                                     167,600,000
<DEPRECIATION>                            (32,877,000)
<TOTAL-ASSETS>                             282,255,000
<CURRENT-LIABILITIES>                       30,917,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        60,000
<OTHER-SE>                                 121,427,000
<TOTAL-LIABILITY-AND-EQUITY>               282,255,000
<SALES>                                    113,076,000
<TOTAL-REVENUES>                           113,076,000
<CGS>                                       67,364,000
<TOTAL-COSTS>                              103,060,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                          12,969,000
<INCOME-PRETAX>                            (2,645,000)
<INCOME-TAX>                                 (611,000)
<INCOME-CONTINUING>                        (2,034,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                            (4,514,000)
<CHANGES>                                            0
<NET-INCOME>                               (6,548,000)
<EPS-BASIC>                                     (0.25)
<EPS-DILUTED>                                   (0.25)
        

</TABLE>