<PAGE>
 
     As filed with the Securities and Exchange Commission on June 28, 1996
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                                   FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933


                            NEWPARK RESOURCES, INC.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                         72-1123385
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
     METAIRIE, LOUISIANA                                70002
(Address of principal executive offices)              (Zip Code)


           NEWPARK RESOURCES, INC. 1995 INCENTIVE STOCK OPTION PLAN

    NEWPARK RESOURCES, INC. 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the Plans)


                           JAMES D. COLE, PRESIDENT
                            NEWPARK RESOURCES, INC.
                   3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
                           METAIRIE, LOUISIANA 70002
                    (Name and address of agent for service)

                                (504) 838-8222
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                             HOWARD Z. BERMAN, ESQ.
                             ERVIN, COHEN & JESSUP
                       9401 WILSHIRE BOULEVARD, 9TH FLOOR
                            BEVERLY HILLS, CA  90212
                                 (310) 273-6333

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 ====================================================================================================
<S>                 <C>           <C>                <C>                <C>  
                                             PROPOSED             PROPOSED
   TITLE OF                                  MAXIMUM              MAXIMUM
SECURITIES TO BE         AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF 
  REGISTERED              REGISTERED        PER UNIT(*)       OFFERING PRICE(*)    REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Common Stock           1,312,500 shares      $35.00             $45,937,500           $15,840.52
issuable under the
1995 Incentive Stock
Option Plan
- -----------------------------------------------------------------------------------------------------
Common Stock            52,500 shares**      $35.00              $1,837,500              $633.62
issuable under the
1993 Non-Employee
Directors' Stock
Option Plan             
=====================================================================================================
(*)  Calculated pursuant to Rule 457(h)(1).

(**)  Represents the additional shares of Common Stock issuable as a result of the amendment of the 1993 
      Non-Employee Directors' Stock Option Plan (the "1993 Plan") approved at the annual meeting of 
      stockholders on June 12, 1996.  The 157,500 shares originally authorized under the 1993 Plan (after
      taking into account a five percent stock dividend paid by the registrant effective December 1995) 
      have been previously registered on Form S-8 (Registration No. 33-83680).

</TABLE> 
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
          ---------------------------------------

     Newpark Resources, Inc. ("Newpark") hereby incorporates by reference into
this Registration Statement the following documents:

     (a)  Newpark's Annual Report on Form 10-K for the year ended December 31,
          1995;

     (b)  Newpark's Quarterly Report on Form 10-Q for the quarter ended March
          31, 1996; and

     (c)  The description of the Common Stock of Newpark contained in its
          Registration Statement filed pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), as such
          description may be amended from time to time.

     All reports and other documents filed by Newpark subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be considered a part hereof
from the date of filing of such documents.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

     Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") permits a corporation to, and the registrant's bylaws require that it,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     As permitted under Section 145 of the GCL, the registrant's bylaws also
provide that it shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to 

                                     II-1
<PAGE>
 
be in or not opposed to the best interests of the corporation. However, in such
an action by or on behalf of a corporation, no indemnification may be made in
respect of any claim, issue or matter as to which the person is adjudged liable
for negligence or misconduct in the performance of his duty to the corporation
unless, and only to the extent that the court determines that, despite the
adjudication of liability but in view of all the circumstances, the person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

     In addition, the indemnification provided by section 145 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     The registrant's Certificate of Incorporation (the "Certificate") provides
that the registrant shall indemnify, to the fullest extent permitted by law,
each of its officers, directors, employees and agents who was or is a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the registrant.  The Certificate also provides
that, to the fullest extent permitted by law, no director of the registrant
shall be liable to the registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director.

     The Certificate also provides that the registrant may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the registrant, or is serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
incurred by such person in any such capacity, or arising out of his status as
such, regardless of whether the registrant is empowered to indemnify such person
under the provisions of law.  Newpark does not currently maintain any such
insurance.

ITEM 8.   EXHIBITS
          --------

4.1  Newpark Resources, Inc. 1995 Incentive Stock Option Plan (the "1995
     Plan").(1)
4.2  Form of Incentive Stock Option Agreement used in connection with the 1995
     Plan.
4.3  Form of Nonstatutory Stock Option Agreement used in connection with the
     1995 Plan.
4.4  Newpark Resources, Inc. 1993 Non-Employee Directors' Stock Option Plan (the
     "1993 Plan").(2)
4.5  Form of Stock Option Agreement used in connection with the 1993 Plan.(2)
5.1  Opinion of Ervin, Cohen & Jessup.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1)
24.1 Powers of Attorney (set forth on Pages II-5 and II-6).
________________________
(1)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the year ended December 31, 1995 and incorporated by reference
     herein.
(2)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-8 (File No. 33-83680) and incorporated by reference herein.


                                     II-2
<PAGE>
 
ITEM 9.   UNDERTAKINGS
          ------------

A.   The 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:

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

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more that a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.

          (iii)  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;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the 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 

                                     II-3
<PAGE>
 
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 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.


                                     II-4
<PAGE>
 
                                  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 Metairie, State of Louisiana, on June 28, 1996.

                              NEWPARK RESOURCES, INC.

                                 /s/ JAMES D. COLE
                              By__________________________________________
                                James D. Cole, Chairman of the Board
                                President and Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James D. Cole and Matthew W. Hardey, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all 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 attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE> 

<S>                                         <C>                                        <C>   


     SIGNATURES                             TITLE                                           DATE
     ----------                             -----                                           ----

 /s/ James D. Cole
_____________________________               Chairman of the Board, President           June 28, 1996
     James D. Cole                          and Chief Executive Officer        

 /s/  Matthew W. Hardey
_____________________________               Vice President of Finance                  June 28, 1996
     Matthew W. Hardey                      and Chief Financial Officer

 /s/ Wm. Thomas Ballantine
_____________________________               Executive Vice President                   June 28, 1996
     Wm. Thomas Ballantine                  and Director              

 /s/ Philip S. Sassower
_____________________________               Director                                   June 28, 1996        
     Philip S. Sassower                                                                                      


</TABLE> 

                                     II-5
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                         <C>                                        <C>  

 /s/ Dibo Attar
_____________________________               Director                                   June 28, 1996        
     Dibo Attar                                                                                              

 /s/ W. W. Goodson
_____________________________               Director                                   June 28, 1996        
     W. W. Goodson  

 /s/ David P. Hunt
_____________________________               Director                                   June 28, 1996        
     David P. Hunt                                                                                           

 /s/ Dr. Alan J. Kaufman
_____________________________               Director                                   June 28, 1996        
     Dr. Alan J. Kaufman                                                                                     

 /s/ James H. Stone
_____________________________               Director                                   June 28, 1996        
     James H. Stone                                                                                          


</TABLE> 

                                     II-6
<PAGE>
 
<TABLE>
<CAPTION>


EXHIBIT                                                                      SEQUENTIALLY
NUMBER                         DESCRIPTION                                   NUMBERED PAGE
- ------                         -----------                                   -------------
<S>                            <C>                                           <C>             
 
 4.1  Newpark Resources, Inc. 1995 Incentive Stock Option Plan 
      (the "1995 Plan").(1)

 4.2  Form of Incentive Stock Option Agreement used in 
      connection with the 1995 Plan.

 4.3  Form of Nonstatutory Stock Option Agreement used in 
      connection with the 1995 Plan.
 
 4.4  Newpark Resources, Inc. 1993 Non-Employee Directors' 
      Stock Option Plan (the "1993 Plan").(2)

 4.5  Form of Stock Option Agreement used in connection with 
      the 1993 Plan.(2)

 5.1  Opinion of Ervin, Cohen & Jessup.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1).

24.1  Powers of Attorney (included on pages II-5 and II-6 hereof).                    

</TABLE>
____________
(1)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the year ended December 31, 1995 and incorporated by reference
     herein.
(2)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-8 (File No. 33-83680) and incorporated by reference herein.

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20462}]
{"company-data": {"conformed-name": "NEWPARK RESOURCES INC", "cik": "0000071829", "assigned-sic": "1389", "irs-number": "721123385", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07225", "film-number": "96588708"}, "business-address": {"street1": "3850 N. CAUSEWAY BLVD", "street2": "SUITE 1770", "city": "METAIRIE", "state": "LA", "zip": "70002", "phone": "5048388222"}, "mail-address": {"street1": "P O BOX 6411", "street2": "II LAKEWAY CENTER STE 1770"}, "former-company": {"former-conformed-name": "NEW PARK MINING CO", "date-changed": "19720828"}}
As filed with the Securities and Exchange Commission on June 28, 1996
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                                   FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            NEWPARK RESOURCES, INC.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                         72-1123385
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
     METAIRIE, LOUISIANA                                70002
(Address of principal executive offices)              (Zip Code)

           NEWPARK RESOURCES, INC. 1995 INCENTIVE STOCK OPTION PLAN

    NEWPARK RESOURCES, INC. 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the Plans)

                           JAMES D. COLE, PRESIDENT
                            NEWPARK RESOURCES, INC.
                   3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
                           METAIRIE, LOUISIANA 70002
                    (Name and address of agent for service)

                                (504) 838-8222
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                             HOWARD Z. BERMAN, ESQ.
                             ERVIN, COHEN & JESSUP
                       9401 WILSHIRE BOULEVARD, 9TH FLOOR
                            BEVERLY HILLS, CA  90212
                                 (310) 273-6333

                        CALCULATION OF REGISTRATION FEE
====================================================================================================
PROPOSED             PROPOSED
   TITLE OF                                  MAXIMUM              MAXIMUM
SECURITIES TO BE         AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF 
  REGISTERED              REGISTERED        PER UNIT(*)       OFFERING PRICE(*)    REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Common Stock           1,312,500 shares      $35.00             $45,937,500           $15,840.52
issuable under the
1995 Incentive Stock
Option Plan
- -----------------------------------------------------------------------------------------------------
Common Stock            52,500 shares**      $35.00              $1,837,500              $633.62
issuable under the
1993 Non-Employee
Directors' Stock
Option Plan             
=====================================================================================================
(*)  Calculated pursuant to Rule 457(h)(1).

(**)  Represents the additional shares of Common Stock issuable as a result of the amendment of the 1993 
      Non-Employee Directors' Stock Option Plan (the "1993 Plan") approved at the annual meeting of 
      stockholders on June 12, 1996.  The 157,500 shares originally authorized under the 1993 Plan (after
      taking into account a five percent stock dividend paid by the registrant effective December 1995) 
      have been previously registered on Form S-8 (Registration No. 33-83680).
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
          ---------------------------------------

     Newpark Resources, Inc. ("Newpark") hereby incorporates by reference into
this Registration Statement the following documents:

     (a)  Newpark's Annual Report on Form 10-K for the year ended December 31,
          1995;

     (b)  Newpark's Quarterly Report on Form 10-Q for the quarter ended March
          31, 1996; and

     (c)  The description of the Common Stock of Newpark contained in its
          Registration Statement filed pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), as such
          description may be amended from time to time.

     All reports and other documents filed by Newpark subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be considered a part hereof
from the date of filing of such documents.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

     Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") permits a corporation to, and the registrant's bylaws require that it,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     As permitted under Section 145 of the GCL, the registrant's bylaws also
provide that it shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to 

                                     II-1
be in or not opposed to the best interests of the corporation. However, in such
an action by or on behalf of a corporation, no indemnification may be made in
respect of any claim, issue or matter as to which the person is adjudged liable
for negligence or misconduct in the performance of his duty to the corporation
unless, and only to the extent that the court determines that, despite the
adjudication of liability but in view of all the circumstances, the person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

     In addition, the indemnification provided by section 145 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     The registrant's Certificate of Incorporation (the "Certificate") provides
that the registrant shall indemnify, to the fullest extent permitted by law,
each of its officers, directors, employees and agents who was or is a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the registrant.  The Certificate also provides
that, to the fullest extent permitted by law, no director of the registrant
shall be liable to the registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director.

     The Certificate also provides that the registrant may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the registrant, or is serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
incurred by such person in any such capacity, or arising out of his status as
such, regardless of whether the registrant is empowered to indemnify such person
under the provisions of law.  Newpark does not currently maintain any such
insurance.

ITEM 8.   EXHIBITS
          --------

4.1  Newpark Resources, Inc. 1995 Incentive Stock Option Plan (the "1995
     Plan").(1)
4.2  Form of Incentive Stock Option Agreement used in connection with the 1995
     Plan.
4.3  Form of Nonstatutory Stock Option Agreement used in connection with the
     1995 Plan.
4.4  Newpark Resources, Inc. 1993 Non-Employee Directors' Stock Option Plan (the
     "1993 Plan").(2)
4.5  Form of Stock Option Agreement used in connection with the 1993 Plan.(2)
5.1  Opinion of Ervin, Cohen & Jessup.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1)
24.1 Powers of Attorney (set forth on Pages II-5 and II-6).
________________________
(1)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the year ended December 31, 1995 and incorporated by reference
     herein.
(2)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-8 (File No. 33-83680) and incorporated by reference herein.

                                     II-2
ITEM 9.   UNDERTAKINGS
          ------------

A.   The 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:

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

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more that a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.

          (iii)  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;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the 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 

                                     II-3
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 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.

                                     II-4
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 Metairie, State of Louisiana, on June 28, 1996.

                              NEWPARK RESOURCES, INC.

                                 /s/ JAMES D. COLE
                              By__________________________________________
                                James D. Cole, Chairman of the Board
                                President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James D. Cole and Matthew W. Hardey, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all 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 attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                             TITLE                                           DATE
     ----------                             -----                                           ----

 /s/ James D. Cole
_____________________________               Chairman of the Board, President           June 28, 1996
     James D. Cole                          and Chief Executive Officer        

 /s/  Matthew W. Hardey
_____________________________               Vice President of Finance                  June 28, 1996
     Matthew W. Hardey                      and Chief Financial Officer

 /s/ Wm. Thomas Ballantine
_____________________________               Executive Vice President                   June 28, 1996
     Wm. Thomas Ballantine                  and Director              

 /s/ Philip S. Sassower
_____________________________               Director                                   June 28, 1996        
     Philip S. Sassower
II-5
/s/ Dibo Attar
_____________________________               Director                                   June 28, 1996        
     Dibo Attar                                                                                              

 /s/ W. W. Goodson
_____________________________               Director                                   June 28, 1996        
     W. W. Goodson  

 /s/ David P. Hunt
_____________________________               Director                                   June 28, 1996        
     David P. Hunt                                                                                           

 /s/ Dr. Alan J. Kaufman
_____________________________               Director                                   June 28, 1996        
     Dr. Alan J. Kaufman                                                                                     

 /s/ James H. Stone
_____________________________               Director                                   June 28, 1996        
     James H. Stone
II-6
EXHIBIT                                                                      SEQUENTIALLY
NUMBER                         DESCRIPTION                                   NUMBERED PAGE
- ------                         -----------                                   -------------
4.1  Newpark Resources, Inc. 1995 Incentive Stock Option Plan 
      (the "1995 Plan").(1)

 4.2  Form of Incentive Stock Option Agreement used in 
      connection with the 1995 Plan.

 4.3  Form of Nonstatutory Stock Option Agreement used in 
      connection with the 1995 Plan.
 
 4.4  Newpark Resources, Inc. 1993 Non-Employee Directors' 
      Stock Option Plan (the "1993 Plan").(2)

 4.5  Form of Stock Option Agreement used in connection with 
      the 1993 Plan.(2)

 5.1  Opinion of Ervin, Cohen & Jessup.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1).

24.1  Powers of Attorney (included on pages II-5 and II-6 hereof).
____________
(1)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the year ended December 31, 1995 and incorporated by reference
     herein.
(2)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-8 (File No. 33-83680) and incorporated by reference herein.

                                     II-7