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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q/A
 (Amendment No. 1 to Form 10-Q)
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 Commission File Number: 000-51435
 SUPERIOR WELL SERVICES, INC.
  Delaware(State or other jurisdiction of 
incorporation or organization)
    
    20-2535684(I.R.S. Employer
Identification No.)
 1380 Rt. 286 East, Suite #121  Indiana, Pennsylvania 15701  (Address of principal executive offices)
(Zip Code)
 (724) 465-8904  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  SIGNATURESINDEX TO EXHIBITSEX-10.26EX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE




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SIGNATURES
  SUPERIOR WELL SERVICES, INC.
RegistrantDated: August 9, 2010
    By:
    /s/  Thomas W. StoelkThomas W. StoelkVice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial
Officer)




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INDEX TO EXHIBITS
OF
SUPERIOR WELL SERVICES, INC.
 (a) Exhibits
 3.1
    
    Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to Form 8-K (SEC
File No. 000-51435) filed on August 3, 2005).3.2
    
    Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to Form 8-K (SEC File No. 000-51435) 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 Superior Well Services, Inc. and the
stockholders signatory thereto (incorporated by reference to
Exhibit 10.1 to Form 8-K (SEC File No. 000-51435) filed on
August 3, 2005).4.3
    
    Form of Restricted Stock Agreement for Employees without
Employment Agreements (filed as Exhibit 4.1 to 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 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 Registration Statement on
Form S-8 (Registration No. 333-130615) filed on December 22,
2005).4.6
    
    Superior Well Services, Inc. Amended and Restated
Incentive Compensation Plan, effective May 4, 2010
(incorporated by reference to Exhibit 4.6 to Form 10-Q (SEC
File No. 000-51435) filed on May 6, 2010).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 Notes due 2013 (incorporated by
reference to Exhibit 4.1 to Form 8-K (SEC File No. 000-51435)
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 (SEC File No. 000-51435) 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 (SEC File No. 000-51435) 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
(SEC File No. 000-51435) 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
(SEC File No. 000-51435) filed on September 18, 2008).




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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 (SEC
File No. 000-51435) 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 (SEC
File No. 000-51435) 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 (SEC
File No. 000-51435) 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 (SEC
File No. 000-51435) 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 (SEC
File No. 000-51435) 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 (SEC
File No. 000-51435) 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 (SEC
File No. 000-51435) filed on August 3, 2005).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 (SEC
File No. 000-51435) 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 Superiors
Quarterly Report on Form 10-Q (SEC File No. 000-51435) 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 Superiors Quarterly Report on
Form 10-Q (SEC File No. 000-51435) 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 Superiors Quarterly Report on
Form 10-Q (SEC File No. 000-51435) filed on August 8, 2007).10.16
    
    Employment Agreement between Michal J. Seyman and
Superior Well Services Inc. dated December 21, 2009
(incorporated by reference to Exhibit 10.1 to Form 8-K (SEC
File No. 000-51435) filed on December 24, 2009).10.17
    
    Non-Employee Director Compensation Summary (incorporated
by reference to Exhibit 10.30 to Annual Report on Form 10-K
filed on March 11, 2008).10.18
    
    Agreement dated October 2, 2007 between U.S. Silica and
Superior Well Services, Inc. (incorporated by reference to
Exhibit 10.30 to Annual Report on Form 10-K (SEC File No.
000-51435) filed on March 11, 2008).10.19
    
    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 (SEC File No. 000-51435) filed on October 3,
2008).




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10.20
    
    First Amendment to Credit Agreement by
and among Superior Well Services, Inc., the
Lenders party thereto, Citizens Bank of
Pennsylvania, as Administrative Agent, and RBS
Securities, Inc., as Sole Lead Arranger
(incorporated by reference to Exhibit 10.1 to
Form 8-K (SEC File No. 000-51435) filed on
September 24, 2009).10.21
    
    Second Amendment to Credit Agreement by
and among Superior Well Services, Inc., the
Lenders party thereto, Citizens Bank of
Pennsylvania, as Administrative Agent, and RBS
Securities, Inc., as Sole Lead Arranger
(incorporated by reference to Exhibit 10.1 to
Form 8-K (SEC File No. 000-51435) filed on
December 24, 2009).10.22
    
    Asset Purchase Agreement among Superior
Well Services, Inc., Superior Well Services,
Ltd., Diamondback Holdings, LLC and
Diamondbacks Subsidiaries dated September 15,
2008 (incorporated by reference to Exhibit
10.1 to Form 8-K (SEC File No. 000-51435)
filed on September 18, 2008).10.23
    
    First Amendment to Asset Purchase
Agreement entered into by Superior Well
Services, Inc. and Superior Well Services,
Ltd. and Diamondback Holdings, LLC and its
Subsidiaries on November 18, 2008
(incorporated by reference to Exhibit 10.1 to
Form 8-K (SEC File No. 000-51435) filed on
November 21, 2008).10.24
    
    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 (SEC
File No. 000-51435) filed on November 21,
2008).10.25
    
    Sand Purchase Agreement dated October 10,
2008 among 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 (SEC File No. 000-51435)
filed on November 4, 2008).10.26*
    
    Amendment No. 1 to Sand Purchase Agreement
among Superior Well Services, Inc. and
Preferred Rocks USS, Inc., dated January 14,
2010.12.1
    
    Ratio of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preference
Securities Dividends (incorporated by
reference to Exhibit 12.1 to Form 10-K (SEC
File No. 000-51435) filed on March 9, 2010).21.1
    
    List of Subsidiaries (incorporated by
reference to Exhibit 21.1 to Form 10-K (SEC
File No. 000-51435) filed on March 9, 2010).23.1
    
    Consent of Independent Registered Public
Accounting Firm (incorporated by reference to
Exhibit 23.1 to Form 10-K (SEC File No.
000-51435) filed on March 9, 2010).24.1
    
    Power of Attorney (incorporated by
reference to signature page to Form 10-K (SEC
File No. 000-51435) filed on March 9, 2010).31.1*
    
    Sarbanes-Oxley Section 302 certification
of David E. Wallace for Superior Well
Services, Inc. for the March 31, 2010
Quarterly Report on Form 10-Q.31.2*
    
    Sarbanes-Oxley Section 302 certification
of. Thomas W. Stoelk for Superior Well
Services, Inc. for the March 31, 2010
Quarterly Report on Form 10-Q.32.1
    
    Sarbanes-Oxley Section 906 certification
of David E. Wallace for Superior Well
Services, Inc. for the March 31, 2010
Quarterly Report on Form 10-Q (incorporated by
reference to Exhibit 32.1 to Form 10-Q (SEC
File No. 000-51435) filed on May 6, 2010).32.2
    
    Sarbanes-Oxley Section 906 certification
of Thomas W. Stoelk for Superior Well
Services, Inc. for the March 31, 2010
Quarterly Report on Form 10-Q (incorporated by
reference to Exhibit 32.2 to Form 10-Q (SEC
File No. 000-51435) filed on May 6, 2010).
 
 *
    
    Filed herewith.
    
    Management contract or compensatory plan or arrangement.
    
    Portions of this exhibit were omitted pursuant to a request for confidential treatment. The
omitted portions were filed separately with the Securities and Exchange Commission.