EXHIBIT 99.5

                             NEWPARK RESOURCES, INC.

              CODE OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES

PURPOSE

         The purpose of the Code of Ethics (this "Code") of Newpark Resources,
Inc. ("Newpark" or the "Company") is to deter wrongdoing and to promote:

         o        honest and ethical conduct, including the ethical handling of
                  actual and apparent conflicts of interest between personal and
                  professional relationships;

         o        full, fair, accurate, timely and understandable disclosure in
                  reports and documents that Newpark files with or submits to
                  the Securities and Exchange Commission (the "Commission") and
                  in other public communications made by Newpark;

         o        compliance with applicable governmental laws, rules and
                  regulations;

         o        accountability for adherence to the Code; and

         o        the prompt internal reporting to an appropriate person or
                  persons of violations of the Code.

         Unless the context clearly indicates otherwise, references to Newpark
and the Company include its subsidiaries.

ETHICS

         Newpark and its directors, officers and employees are expected to
conduct their affairs with each other and with clients, vendors and other third
parties with honesty and integrity and without taking unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation or any other unfair practice. They must respect the rights of
others, and their actions must be free from discrimination, defamation and
harassment. Each person with whom Newpark has dealings must be accorded equal
opportunity, regardless of age, race, color, gender, sexual preference,
religion, national origin, marital status, veteran status and disability.

         The following paragraphs concern frequently raised ethical questions.
It is important that anyone having knowledge of a violation of this Code follow
the steps outlined in the paragraph on "Reporting Violations," so that
corrective action, including possible dismissal, may be taken.

CONFLICTS OF INTEREST

         Newpark's directors, officers and employees and members of their
immediate families must avoid activities, associations and personal or family
interests that could conflict or appear to conflict with the interests of the
Company as a whole. Examples of such activities, associations and personal or
family interests include the following:





         o        exploiting their positions with Newpark for inappropriate
                  personal gain, including taking advantage of non-public
                  information about Newpark, clients or vendors;

         o        causing Newpark to engage in business transactions with family
                  members or friends;

         o        acquiring or having a financial interest in Newpark's
                  customers, vendors or competitors;

         o        taking for themselves or their family members opportunities
                  that arise through the use of corporate property, information
                  or position;

         o        competing with the Company; and

         o        receiving from the Company or any of its customers or
                  suppliers loans or guarantees of obligations.

GIFTS, BRIBES AND KICKBACKS

         Other than for gifts given or received in the normal course of business
and having only nominal or modest value, within guidelines set by Newpark,
directors, officers and employees and members of their immediate families should
not give gifts to or receive gifts from Newpark's customers or suppliers.

ACCURATE PERIODIC REPORTS

         Newpark is required to make full, fair, accurate, timely and
understandable disclosure in reports that it files with the Commission and in
other public communications. Adherence to the following guidelines will ensure
compliance by the Company with these requirements:

         o        Company accounting records must fairly and accurately reflect,
                  in reasonable detail, the transactions and occurrences to
                  which they relate and the Company's assets, liabilities,
                  revenues and expenses.

         o        Company accounting records must not contain any false or
                  intentionally misleading entries.

         o        All transactions must be supported by accurate documentation
                  in reasonable detail and entered in the proper account and the
                  proper accounting period.

         o        The Company must have in place and adhere to effective
                  internal accounting controls and disclosure controls and
                  procedures.

         o        No information should be concealed from the independent
                  auditor or from those responsible for the internal control
                  function.

CONFIDENTIALITY

         Company directors, officers and employees shall take reasonable care to
maintain the confidentiality of non-public information that is entrusted to them
by the Company or its customers or vendors or otherwise comes to their attention
in connection with or as a result of



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their services to the Company, except when disclosure is authorized or mandated.
Such persons should take appropriate steps to prevent unauthorized access to
such information.

PROTECTION OF COMPANY ASSETS

         All directors, officers and employees to whom assets of the Company are
entrusted are expected to use the Company's assets only for legitimate Company
purposes and not for personal advantage. They must take reasonable care to
secure from loss or theft all Company assets that come under their control or of
which they have possession.

COMPLIANCE WITH LAW AND CODE

         Newpark and its directors, officers and employees are expected to
comply with both the letter and spirit of all governmental laws, rules and
regulations, including insider trading laws, which are the subject of separate
policy statements previously adopted by the Board of Directors (the "Board").
Any such person who fails to comply with this Code or knowingly fails to comply
with applicable laws will be subject to disciplinary measures, including
dismissal or, for directors, exclusion from the Board's nominees for
re-election.

REPORTING VIOLATIONS

         Employees who become aware of actual or threatened violations of law or
of this Code, or who suspect that such violations have occurred or are about to
occur are encouraged to report the applicable facts and circumstances to
management at their location. Directors and officers who become so aware or have
such suspicions should report such facts and circumstances to the Audit
Committee at the address (the "Address") designated from time to time by the
Audit Committee. If an employee remains concerned after reporting to his or her
local management or feels uncomfortable speaking with local management for any
reason, he or she must send a detailed description to the Office of the
Corporate Secretary at Corporate Headquarters in Metairie, Louisiana, or, if the
employee is uncomfortable reporting to that Office, to the Audit Committee at
the Address. Such reports may be made anonymously and shall remain confidential,
if so requested by the employee. The Company will not allow retaliation for
reports of violations made in good faith.

Adopted by the Board or Directors - June 11, 2003


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