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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  
 Form l0-K/A
 (Amendment No. 1)
 
  (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF
    1934.   Commission File
    No. 000-51435
  SUPERIOR WELL SERVICES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2535684(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification
    No.)   1380 Rt. 286 East, Suite #121
 Indiana, Pennsylvania 15701
 (Address of principal executive
    offices)
 (Zip Code)
  (Registrants telephone number, including area code)
    (724) 465-8904
  SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  Common Stock, $.01 par value(Title of class)

The NASDAQ Stock Market LLC(Exchange)   SECURITIES
    REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
    None
  o þ
  o þ
  þ o
  
 o o
 
  Regulation S-K Form 10-K form 10-K. o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
       EXPLANATORY NOTE
   The
only changes to our Annual Report are in Item 9A Controls and Procedures. In Item 9A  we have revised our
disclosure to more clearly present the conclusions of our principal
executive and principal financial officers regarding the
effectiveness of our disclosure controls and procedures as of
December 31, 2008, based on their evaluation of those controls
and procedures.







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SUPERIOR
    WELL SERVICES, INC.
    ANNUAL REPORT ON
    FORM 10-K
  TABLE OF
    CONTENTS
 PART
II
   
 
 Item 9A.


Controls and Procedures


1PART IVItem 15.


Exhibits and Financial Statement
    Schedules.


2EX-31.1EX-31.2EX-32.1EX-32.2




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Item 9A.
    Controls
    and Procedures  
  
  
  
  
  
  
  
  
  
  
  
 1




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PART IV Item 15.  Exhibits
    and Financial Statement Schedules.  (a)
    Exhibits  3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 to
    Form 8-K
    filed on August 3, 2005).3
.2

Amended and Restated Bylaws (incorporated by reference to
    Exhibit 3.2 to
    Form 8-K
    filed on August 3, 2005).3
.3

Certificate of Designations for Series A
    4% Convertible Preferred Stock (incorporated by reference
    to Exhibit 3.1 to
    Form 8-K
    filed on November 21, 2008).4
.1

Specimen Stock Certificate representing our common stock
    (incorporated by reference to Exhibit 4.1 to Registration
    Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on June 24, 2005).4
.2

Registration Rights Agreement dated as of July 28, 2005 by
    and among the Company and the stockholders signatory thereto
    (incorporated by reference to Exhibit 10.1 to
    Form 8-K
    filed on August 3, 2005).4
.3

Form of Restricted Stock Agreement for Employees without
    Employment Agreements (filed as Exhibit 4.1 to the
    Companys Registration Statement on
    Form S-8(Registration
    No. 333-130615)
    filed on December 22, 2005).4
.4

Form of Restricted Stock Agreement for Executives with
    Employment Agreements (filed as Exhibit 4.2 to the
    Companys Registration Statement on
    Form S-8(Registration
    No. 333-130615)
    filed on December 22, 2005).4
.5

Form of Restricted Stock Agreement for Non-Employee Directors
    (filed as Exhibit 4.3 to the Companys Registration
    Statement on
    Form S-8(Registration
    No. 333-130615)
    filed on December 22, 2005).4
.6

2005 stock Incentive Plan (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    filed on September 1, 2005).4
.7

Indenture, dated as of November 18, 2008, between Superior
    Well Services Inc. and its Subsidiaries and Wilmington
    Trust FSB (as Trustee and Collateral Agent), relating to
    the Second Lien due 2013 (incorporated by reference to
    Exhibit 4.1 to
    Form 8-K
    filed on November 21, 2008).10
.1

Amended and Restated Employment Agreement between David E.
    Wallace and Superior Well Services Inc. dated September 15,
    2008 (incorporated by reference to Exhibit 10.1 to
    Form 8-K
    filed on September 18, 2008).10
.2

Amended and Restated Employment Agreement between Jacob
    Linaberger and Superior Well Services Inc. dated
    September 15, 2008 (incorporated by reference to
    Exhibit 10.2 to
    Form 8-K
    filed on September 18, 2008).10
.3

Amended and Restated Employment Agreement between Thomas W.
    Stoelk and Superior Well Services Inc. dated September 15,
    2008 (incorporated by reference to Exhibit 10.4 to
    Form 8-K
    filed on September 18, 2008).10
.4

Amended and Restated Employment Agreement between Rhys R. Reese
    and Superior Well Services Inc. dated September 15, 2008
    (incorporated by reference to Exhibit 10.3 to
    Form 8-K
    filed on September 18, 2008).10
.5

Indemnification Agreement between David E. Wallace and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.7 to
    Form 8-K
    filed on August 3, 2005).10
.6

Indemnification Agreement between Jacob B. Linaberger and
    Superior Well Services, Inc., dated August 3, 2005
    (incorporated by reference to Exhibit 10.8 to
    Form 8-K
    filed on August 3, 2005).10
.7

Indemnification Agreement between Thomas W. Stoelk and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.9 to
    Form 8-K
    filed on August 3, 2005).10
.8

Indemnification Agreement between Rhys R. Reese and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.10 to
    Form 8-K
    filed on August 3, 2005).10
.9

Indemnification Agreement between Mark A. Snyder and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.12 to
    Form 8-K
    filed on August 3, 2005).10
.10

Indemnification Agreement between David E. Snyder and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.13 to
    Form 8-K
    filed on August 3, 2005).10
.11

Indemnification Agreement between Charles C. Neal and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.14 to
    Form 8-K
    filed on August 3, 2005). 2




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10
.12

Indemnification Agreement between John A. Staley, IV and
    Superior Well Services, Inc., dated August 3, 2005
    (incorporated by reference to Exhibit 10.15 to
    Form 8-K
    filed on August 3, 2005).10
.13

Indemnification Agreement between Anthony J. Mendicino and
    Superior Well Services, Inc. dated August 30, 2005
    (incorporated by reference to Exhibit 10.16 to the
    Companys Quarterly Report on
    Form 10-Q
    filed on September 1, 2005).10
.14

Employment Agreement between Daniel Arnold and Superior Well
    Services, Inc., dated May 14, 2007 (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on August 8, 2007).10
.15

Indemnification Agreement between Daniel Arnold and Superior
    Well Services, Inc. dated May 14, 2007 (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on August 8, 2007).10
.16

Employment Agreement between Arty Straehla and Superior Well
    Services Inc. dated November 18, 2008. (incorporated by
    reference to Exhibit 10.1 to
    Form 8-K
    filed on March 4, 2009).10
.17

Indemnification Agreement between Arty Straehla and Superior
    Well Services Inc. dated November 18, 2008. (incorporated
    by reference to Exhibit 10.2 to
    Form 8-K
    filed on March 4, 2009).10
.18

Non-Employee Director Compensation Summary (incorporated by
    reference to Exhibit 10.30 to the Companys Annual
    Report on
    Form 10-K
    filed on March 11, 2008).10
.19

Agreement dated October 2, 2007 between U.S. Silica and
    Superior Well Services, Inc. (incorporated by reference to
    Exhibit 10.30 to the Companys Annual Report on
    Form 10-K
    filed on March 11, 2008).10
.20

Revolving Credit Agreement among Superior Well Services Inc.,
    Lenders Party, Citizens Bank of Pennsylvania (as Administrative
    Agent) and RBS Securities Corporation dated as of
    September 30, 2008 (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on October 3, 2008).10
.21

Asset Purchase Agreement among Superior Well Services Inc.,
    Superior Well Services, Limited, Diamondback Holdings, LLC and
    Diamondbacks Subsidiaries dated September 15, 2008
    (incorporated by reference to Exhibit 10.1 to
    Form 8-K
    filed on September 18, 2008).10
.22

First Amendment to Asset Purchase Agreement entered into by
    Superior Well Services Inc. and Superior Well Services, Limited
    and Diamondback Holdings, LLC and its Subsidiaries on
    November 18, 2008 (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on November 21, 2008).10
.23

Registration Rights Agreement dated November 18, 2008 among
    Superior Well Services Inc., Designated Holders and Diamondback
    Holdings, LLC (incorporated by reference to Exhibit 10.2 to
    Form 8-K
    filed on November 21, 2008).10
.24

Sand Purchase Agreement dated October 10, 2008 between
    Superior Well Services Inc. and Preferred Rocks USS, Inc. and
    U.S. Silica Company (incorporated by reference to
    Exhibit 10.1 to
    Form 10-Q
    filed on November 4, 2008).12
.1***

Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges
    and Preference Securities Dividends23
.1***

Consent of Independent Registered Public Accounting Firm24
.1***

Power of Attorney (included on signature page).31
.1*

Sarbanes-Oxley Section 302 certification of David E.
    Wallace for Superior Well Services, Inc. for the Annual Report
    on
    Form 10-K
    for the year ended December 31, 2008.31
.2*

Sarbanes-Oxley Section 302 certification of. Thomas W.
    Stoelk for Superior Well Services, Inc. for the Annual Report on
    Form 10-K
    for the year ended December 31, 2008.32
.1**

Sarbanes-Oxley Section 906 certification of David E.
    Wallace for Superior Well Services, Inc. for the Annual Report
    on
    Form 10-K
    for the year ended December 31, 2008.32
.2**

Sarbanes-Oxley Section 906 certification of Thomas W.
    Stoelk for Superior Well Services, Inc. for the Annual Report on
    Form 10-K
    for the year ended December 31, 2008.    *
    
    Filed herewith.**
    
    Furnished herewith.***
    
    Filed with our Annual Report on Form 10-K for the year ended
December 31, 2008, as originally filed on March 13, 2009.
    
    Management contract or compensatory plan or arrangement. 3




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SIGNATURES
  st
 
    By:
    /s/  Thomas
    W. Stoelk   Vice President and Chief Financial Officer
 (principal financial officer)
 4