As  filed  with the Securities and Exchange Commission on December 30,
1997.

                                                    Registration  No. 333-




                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

                               __________

                                FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933



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

          Delaware                                            75-2379388
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)
                                   
                             1503 Engineers Road
                        Belle Chasse, Louisiana  70037
                       (Address, including zip code, of
                   registrant's principal executive offices)

Amended and Restated Superior Energy Services, Inc. 1995 Stock Incentive Plan
                           (Full title of the plan)

                                __________
                   
                               Robert Taylor
                          Chief Financial Officer
                            1503 Engineers Road
                       Belle Chasse, Louisiana  70037
                              (504) 393-7774
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copy to:

                            William B. Masters
         Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                          201 St. Charles Avenue
                      New Orleans, Louisiana 70170-5100

                       CALCULATION OF REGISTRATION FEE


                     Amount         Proposed maximum   Proposed     Amount of
Title of securities  to be          offering price     maximum      registration
to be registered     registered(1)     per unit        aggregate    fee
                                                     offering price
Common Stock
($.001 par value     800,000 shares   $9.50(2)       $7,600,000(2)  $2,242.00(2)
per share)



(1)  600,000  shares  were  previously  registered  on  Form  S-8 Registration
     Statement  No.  333-12175  for  issuance  through  the  Superior   Energy
     Services,  Inc.  1995  Stock  Incentive  Plan.  Upon a stock split, stock
     dividend   or  similar  transaction  in  the  future   and   during   the
     effectiveness  of  this  Registration Statement involving Common Stock of
     the  Company, the number of  shares  registered  shall  be  automatically
     increased  to  cover the additional shares in accordance with Rule 416(a)
     under the Securities Act of 1933.

(2)  Estimated solely  for  the  purpose  of  calculating the registration fee
     pursuant to Rule 457(c) under the Securities  Act  of  1933, based on the
     average of the high and low price per share of the Common  Stock  on  The
     Nasdaq Stock Market on December 26, 1997.





                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents,  which  have  been  filed  by  Superior Energy
Services,  Inc.  (the  "Company") with the Securities and Exchange  Commission
(the "Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, as amended,  filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");

     (b)  The Company's Quarterly  Reports  on  Form  10-QSB  for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c)  The  Company's  Current  Reports on Form 8-K February 28,  1997  (as
amended on Form 8K/A filed March 14,  1997),  May 31, 1997 (as amended on Form
8K/A dated June 13, 1997), October 3, 1997, October 31, 1997, November 5, 1997
and November 12, 1997;

     (d)  All other reports filed by the Company  with the Commission pursuant
to Section 13 of the 1934 Act since December 31, 1996; and

     (e)  The  description  of the Company's Common Stock  set  forth  in  its
registration statement under  the  1934 Act on  Form  8-AK/A dated October 29,
1997.

     All  documents  filed  by  the  Company with the Commission  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of  the 1934 Act subsequent to the date of
this  Registration  Statement and prior to  the  filing  of  a  post-effective
amendment that indicates  that  all  securities offered have been sold or that
deregisters all securities then remaining  unsold  shall, except to the extent
otherwise  provided  by Regulation S-K or any other rule  promulgated  by  the
Commission, be deemed  to  be  incorporated  by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

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

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

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

     23.1 Consent of KPMG Peat Marwick LLP.

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

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan  of  distribution not previously
disclosed  in  the  registration  statement  or any material  change  to  such
information in the registration statement.

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

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

     (b)  The undersigned registrant hereby undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section  15(d)  of the
Securities  Exchange  Act  of  1934  (and, where applicable, each filing of an
employee  benefit  plan's annual report  pursuant  to  section  15(d)  of  the
Securities Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement shall be deemed to be  a  new  registration  statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities at that  time  shall be deemed to be the initial bona fide offering
thereof.

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



                                  SIGNATURES

      Pursuant to the requirements of the  Securities  Act  of  1933, the 
Registrant certifies that  it has reasonable grounds to believe that it meets
all the requirements  for filing  on Form S-8  and  has  duly  caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly  authorized,  in  the City of Belle Chasse, State of 
Louisiana, on December 30, 1997.

                                          SUPERIOR ENERGY SERVICES, INC.


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

                              POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose signature 
appears immediately below constitutes and appoints  Terence  E. Hall and 
Robert S. Taylor, and each of them acting individually, his true and lawful 
attorney-in-fact and agent, with full power of substitution, for him and in 
his name, place and stead,  in  any  and  all  capacities,  to sign any and 
all amendments (including post-effective amendments) to this Registration 
Statement,  and  to file the  same  with  all  exhibits  thereto, and other 
documents in connection therewith, with the Securities and Exchange Commission,
granting  unto said attorney-in-fact and agent full power and authority to do 
and perform each and every act  and  thing  requisite  and necessary to be
done, as fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or 
his substitute or  substitutes  may lawfully do or cause to be done by virtue 
hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  
as  amended,  this Registration  Statement  has been signed by the following 
persons in the capacities and on the dates indicated.

        Signature                      Title                     Date
/s/ Terence E. Hall       Director, Chairman of the Board,   December 30, 1997
Terence E. Hall           President, and Chief Executive        
                                      Officer
                           (Principal Executive Officer)

/s/Kenneth C. Boothe                  Director               December 30, 1997
Kenneth C. Boothe                                                  

/s/ Richard J. Lazes                  Director               December 30, 1997
Richard J. Lazes                                                

/s/James E. Ravannack                 Director               December 30, 1997
James E. Ravannack                                                 

/s/Bradford Small                     Director               December 30, 1997
Bradford Small                                                    

/s/Justin L. Sullivan                 Director               December 30, 1997
Justin L. Sullivan                                                 

/s/Ernest J. Yancey, Jr.              Director               December 30, 1997
Ernest J. Yancey, Jr.                                              

/s/Robert S. Taylor             Chief Financial Officer      December 30, 1997
Robert S. Taylor          (Principal Financial Officer and       
                            Principal Accounting Officer)


                          EXHIBIT INDEX
                  
                                                        Sequentially
Exhibit                                                 Numbered
Number                                                  Page                 

                     Description of Exhibits



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

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Jones,  Walker,  Waechter, Poitevent, Carrere &
          Denegre, L.L.P. (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14585}]
{"company-data": {"conformed-name": "SUPERIOR ENERGY SERVICES INC", "cik": "0000886835", "assigned-sic": "1389", "irs-number": "752379388", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43421", "film-number": "97746218"}, "business-address": {"street1": "1503 ENGINEERS RD", "city": "BELLE CHASSE", "state": "LA", "zip": "70037", "phone": "5043937774"}, "mail-address": {"street1": "PO BOX 6220", "city": "NEW ORLEANS", "state": "LA", "zip": "70174"}, "former-company": {"former-conformed-name": "SMALLS OILFIELD SERVICES CORP", "date-changed": "19930328"}}
As  filed  with the Securities and Exchange Commission on December 30,
1997.

                                                    Registration  No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

                               __________

                                FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933

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

          Delaware                                            75-2379388
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)
                                   
                             1503 Engineers Road
                        Belle Chasse, Louisiana  70037
                       (Address, including zip code, of
                   registrant's principal executive offices)

Amended and Restated Superior Energy Services, Inc. 1995 Stock Incentive Plan
                           (Full title of the plan)

                                __________
                   
                               Robert Taylor
                          Chief Financial Officer
                            1503 Engineers Road
                       Belle Chasse, Louisiana  70037
                              (504) 393-7774
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copy to:

                            William B. Masters
         Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                          201 St. Charles Avenue
                      New Orleans, Louisiana 70170-5100

                       CALCULATION OF REGISTRATION FEE

                     Amount         Proposed maximum   Proposed     Amount of
Title of securities  to be          offering price     maximum      registration
to be registered     registered(1)     per unit        aggregate    fee
                                                     offering price
Common Stock
($.001 par value     800,000 shares   $9.50(2)       $7,600,000(2)  $2,242.00(2)
per share)

(1)  600,000  shares  were  previously  registered  on  Form  S-8 Registration
     Statement  No.  333-12175  for  issuance  through  the  Superior   Energy
     Services,  Inc.  1995  Stock  Incentive  Plan.  Upon a stock split, stock
     dividend   or  similar  transaction  in  the  future   and   during   the
     effectiveness  of  this  Registration Statement involving Common Stock of
     the  Company, the number of  shares  registered  shall  be  automatically
     increased  to  cover the additional shares in accordance with Rule 416(a)
     under the Securities Act of 1933.

(2)  Estimated solely  for  the  purpose  of  calculating the registration fee
     pursuant to Rule 457(c) under the Securities  Act  of  1933, based on the
     average of the high and low price per share of the Common  Stock  on  The
     Nasdaq Stock Market on December 26, 1997.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents,  which  have  been  filed  by  Superior Energy
Services,  Inc.  (the  "Company") with the Securities and Exchange  Commission
(the "Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, as amended,  filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");

     (b)  The Company's Quarterly  Reports  on  Form  10-QSB  for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c)  The  Company's  Current  Reports on Form 8-K February 28,  1997  (as
amended on Form 8K/A filed March 14,  1997),  May 31, 1997 (as amended on Form
8K/A dated June 13, 1997), October 3, 1997, October 31, 1997, November 5, 1997
and November 12, 1997;

     (d)  All other reports filed by the Company  with the Commission pursuant
to Section 13 of the 1934 Act since December 31, 1996; and

     (e)  The  description  of the Company's Common Stock  set  forth  in  its
registration statement under  the  1934 Act on  Form  8-AK/A dated October 29,
1997.

     All  documents  filed  by  the  Company with the Commission  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of  the 1934 Act subsequent to the date of
this  Registration  Statement and prior to  the  filing  of  a  post-effective
amendment that indicates  that  all  securities offered have been sold or that
deregisters all securities then remaining  unsold  shall, except to the extent
otherwise  provided  by Regulation S-K or any other rule  promulgated  by  the
Commission, be deemed  to  be  incorporated  by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

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

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

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

     23.1 Consent of KPMG Peat Marwick LLP.

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

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan  of  distribution not previously
disclosed  in  the  registration  statement  or any material  change  to  such
information in the registration statement.

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

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

     (b)  The undersigned registrant hereby undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section  15(d)  of the
Securities  Exchange  Act  of  1934  (and, where applicable, each filing of an
employee  benefit  plan's annual report  pursuant  to  section  15(d)  of  the
Securities Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement shall be deemed to be  a  new  registration  statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities at that  time  shall be deemed to be the initial bona fide offering
thereof.

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

                                  SIGNATURES

      Pursuant to the requirements of the  Securities  Act  of  1933, the 
Registrant certifies that  it has reasonable grounds to believe that it meets
all the requirements  for filing  on Form S-8  and  has  duly  caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly  authorized,  in  the City of Belle Chasse, State of 
Louisiana, on December 30, 1997.

                                          SUPERIOR ENERGY SERVICES, INC.

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

                              POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose signature 
appears immediately below constitutes and appoints  Terence  E. Hall and 
Robert S. Taylor, and each of them acting individually, his true and lawful 
attorney-in-fact and agent, with full power of substitution, for him and in 
his name, place and stead,  in  any  and  all  capacities,  to sign any and 
all amendments (including post-effective amendments) to this Registration 
Statement,  and  to file the  same  with  all  exhibits  thereto, and other 
documents in connection therewith, with the Securities and Exchange Commission,
granting  unto said attorney-in-fact and agent full power and authority to do 
and perform each and every act  and  thing  requisite  and necessary to be
done, as fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or 
his substitute or  substitutes  may lawfully do or cause to be done by virtue 
hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  
as  amended,  this Registration  Statement  has been signed by the following 
persons in the capacities and on the dates indicated.

        Signature                      Title                     Date
/s/ Terence E. Hall       Director, Chairman of the Board,   December 30, 1997
Terence E. Hall           President, and Chief Executive        
                                      Officer
                           (Principal Executive Officer)

/s/Kenneth C. Boothe                  Director               December 30, 1997
Kenneth C. Boothe                                                  

/s/ Richard J. Lazes                  Director               December 30, 1997
Richard J. Lazes                                                

/s/James E. Ravannack                 Director               December 30, 1997
James E. Ravannack                                                 

/s/Bradford Small                     Director               December 30, 1997
Bradford Small                                                    

/s/Justin L. Sullivan                 Director               December 30, 1997
Justin L. Sullivan                                                 

/s/Ernest J. Yancey, Jr.              Director               December 30, 1997
Ernest J. Yancey, Jr.                                              

/s/Robert S. Taylor             Chief Financial Officer      December 30, 1997
Robert S. Taylor          (Principal Financial Officer and       
                            Principal Accounting Officer)

                          EXHIBIT INDEX
                  
                                                        Sequentially
Exhibit                                                 Numbered
Number                                                  Page                 

                     Description of Exhibits

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

23.1      Consent of KPMG Peat Marwick LLP.

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