8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)     January 14, 1999
                                                -------------------------------



Commission   Registrant, State of Incorporation,       I.R.S. Employer
File Number  Address and Telephone Number              Identification No.

33-92776     Mobile Energy Services Company, L.L.C.    63-1148953
             (An Alabama Limited Liability Company)
             900 Ashwood Parkway, Suite 300
             Atlanta, Georgia 30338
             (770) 379-7781

33-92776     Mobile Energy Services Holdings, Inc.     58-2133689
             (An Alabama Corporation)
             900 Ashwood Parkway, Suite 300
             Atlanta, Georgia 30338
             (770) 379-7730




                                       N/A
          (Former Name or Former Address, if changed since last Report)






         Item 3.  Bankruptcy or Receivership.

         On January 14, 1999, Mobile Energy Services Company, L.L.C. and Mobile
Energy Services Holdings, Inc. (the "Registrants") filed voluntary petitions in
the United States Bankruptcy Court for the Southern District of Alabama, seeking
protection under Chapter 11 of the United States Bankruptcy Code. The
Registrants will continue to operate as debtors-in-possession, with their
existing directors and officers, subject to the supervision and orders of the
bankruptcy court. As of the date of this report, no plan of reorganization has
been filed by the Registrants and no trustee has been appointed. A copy of the
press release issued by the Registrants on January 14, 1999, reporting the
filing is filed as an exhibit hereto.

         Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99.1     Press Release of the Registrants dated January 14,
                           1999.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.

         MOBILE ENERGY SERVICES COMPANY, L.L.C.


         By:      /s/ Thomas G. Boren
                  Thomas G. Boren
                  President and Chief Executive Officer
                  (Principal Executive Officer)


                                                       Date:  January 14, 1999

- -------------------------------------------------------------------------------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.


         MOBILE ENERGY SERVICES HOLDINGS, INC.


         By:      /s/ Gale E. Klappa
                  Gale E. Klappa
                  President and Chief Executive Officer
                  (Principal Executive Officer)


                                                       Date:  January 14, 1999






                                  EXHIBIT INDEX


             EXHIBIT NUMBER             DESCRIPTION

                  99.1     Press Release of the Registrants dated January 14,
                           1999.

EX-99.1

                                                                   Exhibit 99.1

Mobile Energy Services seeks bankruptcy protection

Jan. 14, 1999

Mobile Energy Services Co. LLC today filed a petition for Chapter 11 bankruptcy
relief in an effort to protect its creditors, the interests of its customers and
suppliers and to prevent the loss of jobs in Mobile, Ala.

As part of its filing in U.S. Bankruptcy Court for the Southern District of
Alabama, Mobile Energy Services also is seeking payment for damages from
Kimberly-Clark Tissue Co. The damages result from the paper manufacturer's
surprise announcement in May 1998 of plans to shut down its Mobile, Ala., pulp
mill, which is an integral part of an industrial complex that includes Mobile
Energy Services.

"It is unfortunate we have been forced to take this legal action, but we believe
Kimberly-Clark has left us little choice," said David Gallaspy, leader of Mobile
Energy Services' recovery team, which has been seeking solutions to the
situation. "We've been in negotiations with Kimberly-Clark since May with little
progress, and Mobile Energy now feels it must take this action."

Mobile Energy Services is the owner and operator of a facility that generates
electricity, produces steam and processes black liquor as part of a pulp and
paper complex in Mobile, Ala. Mobile Energy Services last week paid its regular
semi-annual payment of $17 million to its bondholders.

A Chapter 11 process is a vehicle that allows a company intending to continue
business to reorganize and restructure its obligations to creditors. Mobile
Energy Services hopes to file its plan of reorganization in the near future.
Generally, the plan is expected to involve keeping the energy complex intact and
the pulp mill operating at some level, allowing Mobile Energy to continue
serving its remaining customers while adding new business. Mobile Energy would
also like to retool the complex to sell energy into the marketplace as well as
to sell additional services to customers.

 Mobile Energy Services' direct parent company, Mobile Energy Services Holdings
Inc., also filed today for Chapter 11 bankruptcy protection.

Today's court filing comes after protracted negotiations with Kimberly-Clark
that began with the sudden announcement on May 5, 1998, by Kimberly-Clark of its
intention to shut down the pulp mill facility.

"Mobile Energy Services expects to propose a plan intended to help preserve as
much of the operation of the Mobile facilities as possible and save many of the
associated jobs," Gallaspy said.

News media contacts: David Mould at 770-821-7531 or Chuck Griffin at
770-821-7814 Investor contact: Tim Perrott at 212-269-8842