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HOUSTON, Texas, March 28, 2003 -- Boots & Coots International Well Control, Inc. (AMEX: WEL - News) announced today that its Subordinated Lender, The Prudential Insurance Company of America (“Prudential”), has converted 83,231 shares of 97,240 total shares of Boots & Coots Series G Cumulative Convertible Preferred Stock ("Series G") into 12,062,462 shares of the Company’s Common Stock. The converted Series G consisted of the original 80,000 shares issued at a $100 face value, along with dividends which were paid in kind of 3,231 shares. Prudential is the only holder of Series G.

Prudential originally received the Series G as a component of the restructuring in December 2000 of its aggregate debt of approximately $41 million. In connection with the restructuring, Boots & Coots issued $8 million of the Series G which carried a dividend rate of ten percent per annum, compounded semi-annually. Under the terms of the Series G, the dividend payments were paid in kind through December 1, 2002. Since that time, Boots & Coots has been accruing a cash dividend on the Series G.

Boots & Coots Chairman Kirk Krist said, "Although we did not take part in Prudential's decision making process, the conversion of this preferred stock is a significant step in our financial restructuring initiatives. We continue to make efforts to restructure our balance sheet and focus on the opportunities inherent in an increasingly active market sector. The net effect of this conversion will result in a savings of cash dividends of approximately $665,466 for the year ending 2003 and approximately $832,310 for subsequent years. While management progresses forward in its restructuring initiatives, the Company continues to focus on its ability to deliver critical services to customers globally.”

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