SecProbe.io

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June 29, 2005

Munawar H. Hidayatallah
Chairman and Chief Executive Officer
Allis-Chalmers Energy Inc.
5075 Westheimer Road, Suite 890
Houston, TX  77056

	Re:	Allis-Chalmers Energy Inc.
Preliminary Proxy Statement on Schedule 14A
   		File No. 1-02199
		Filed June 6, 2005

Dear Mr. Hidayatallah:

      This is to advise you that we reviewed only those portions
of
the above filing that relate to the following comments.  No
further
review of the filing has been or will be made.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      				Proxy Statement

1. Please note that if you are seeking to increase the authorized
shares of common stock in connection with two acquisitions that
you
completed in 2005, you must provide the information in Item 14 to
Schedule 14A.  See Note A to Schedule 14A.

2. We reference information set forth in your letter dated May 10,
2005 to Carol Stacey. Please provide us your analysis of whether
any
additional disclosures are required under Item 14 and Item 15 of
Schedule 14A, including the disclosures we requested in our letter
dated June 1, 2005.  In light of our letter, we note that
historical
financial statements and pro forma statements of operations under
Rule 3-05 and Rule 11-02 of Regulation S-X are not required.  See
Note A to Schedule 14A.

	As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

Please direct questions regarding accounting comments to Bret
Johnson
at (202) 551-3753, or in his absence, to Anne McConnell at (202)
551-
3709.  Please direct all other questions to Brigitte Lippmann at
(202) 551-3713. You may also call the undersigned Branch Chief at
(202) 551-3767, who supervised the review of your filing.

Sincerely,

Jennifer Hardy
Branch Chief

cc: 	Joseph P. Bartlett, Esq.
      Greenberg Glusker Fields Claman Machtinger & Kinsella LLP
      1900 Avenue of the Stars, 21st Floor
      Century City, CA 90067
Munawar H. Hidayatallah
Allis-Chalmers Energy Inc.
June 29, 2005
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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