Item 1.01     Entry into a Material Definitive Agreement.

          On September 12, 2006, the Compensation Committee of the Board of Directors of Newpark Resources, Inc. approved an amendment to the Newpark Resources, Inc. 2004 Non-Employee Directors’ Stock Option Plan, which we refer to as the 2004 Plan.  As amended, the 2004 Plan provides that the purchase price of shares of Newpark’s Common Stock subject to each stock option granted under the 2004 Plan will be equal to the fair market value of those shares on the date of grant, which will be equal to the closing price of the Common Stock for the day on which the option is granted.  On September 15, 2006, the Compensation Committee approved another amendment to the 2004 Plan to clarify the provision set forth in the last sentence of Section 4.2 of the 2004 Plan.  As amended, this provision requires that, if no annual meeting of stockholders (or stockholder action in lieu of a meeting) occurs in any calendar year, and a non-employee director eligible to receive a stock option grant under the 2004 Plan remains a non-employee director as of the end of that calendar year, then that non-employee director will receive a stock option grant pursuant to Section 4.2 of the 2004 Plan on the last business day of the same calendar year, subject to the terms and conditions of the 2004 Plan.

          Each member of the Board who is not an employee or executive officer of Newpark or any of its subsidiaries or of any parent corporation of Newpark is eligible to be granted stock options under the 2004 Plan.  A summary of the 2004 Plan is available in, and a copy of the 2004 Plan is attached to, the Proxy Statement filed by Newpark with the Securities and Exchange Commission on April 16, 2004.

Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

          Effective September 13, 2006, the Board of Directors of Newpark Resources, Inc. appointed David C. Anderson to the Board.  Since 2003, Mr. Anderson has been the founder and Chief Executive Officer of Anderson Partners, a firm that provides senior-level executive search and related management consulting services to corporations and private equity, venture capital and professional services firms.  Prior to this, from 1992 to 2003, he served in various positions for Heidrick & Struggles, Inc., also an executive search firm, including President and Chief Operating Officer from 2001 to 2003.  Mr. Anderson also served as a member of the Board of Directors of Heidrick & Struggles from 1996 through 1999, at which time the company completed a successful initial public offering, and he continued as a director after the public offering through 2002.