SecProbe.io

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Joseph P. Bartlett

Direct Dial: 310.201.7481
Direct Fax: 310.201.2380
E-Mail: jbartlett@ggfirm.com                            [GREENBURG GLUSKER LOGO]
File Number: 03471-00003                         GREENBERG GLUSKER FIELDS CLAMAN
Document Number: 1482695                               MACHTINGER & KINSELLA LLP

                                  July 13, 2005

United States Securities
and Exchange Commission
Washington, D.C. 20549-0404
Attn:  Jennifer Hardy, Branch Chief

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

Ladies and Gentlemen:

         This is in response to the letter of Jennifer Hardy dated July 12,
2005. We have the following responses to the comments set forth in the letter.

Proxy Statement

1.       We note your response to prior comment 2 that the acquisition that was
         the subject of your letter dated May 10, 2005, "is currently being
         discussed" and "therefore, it is not probable." We do not necessarily
         believe that because an acquisition is still being discussed and the
         purchase price and the nature of the consideration have not been
         finalized, it is not probable" as contemplated by Rule 3-05 of
         Regulation S-X. Tell us, in reasonable detail, what specific events
         have transpired regarding this potential acquisition, including:

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GREENBERG GLUSKER FIELDS CLAMAN
MACHTINGER & KINSELLA LLP

United States Securities and Exchange Commission
Attention: Jennifer Hardy, Branch Chief
July 13, 2005
Page 2

         o        Whether a letter of intent has been signed

         o        What specific items are being negotiated

         Provide us a detailed analysis of whether the acquisition is probable
         as discussed in FRC 506.02(c)(ii). If the acquisition is determined to
         be probable, provide all required disclosures, including the
         disclosures we requested in our letter dated June 1, 2005 in the proxy
         statement and in the current registration statement on Form S-1.

RESPONSE:
---------

The factual background of the proposed acquistion is as follows:

         a.       No letter of intent has been prepared or signed.

         b.       The Company first met with the potential seller approximately
                  three years ago to discuss acquiring casing and tubing assets.
                  The Company did not pursue the acquisition because it
                  determined that it could acquire equipment from other sources
                  on better terms. The Company has invested approximately
                  $5,200,000 in casing and tubing equipment in the last three
                  years which it has acquired from manufacturers, at auction, or
                  from other sources (not involving a bulk sale of assets such
                  as would be purchased from the potential seller).

         c.       Beginning about six months ago, delivery times for casing and
                  tubing equipment extended to nine to twelve months, and
                  equipment became unavailable at auction. At that point, the
                  Company approached the potential seller, to discuss acquiring
                  the equipment. However, as discussed in our letter to the
                  Securities and Exchange Commission of May 1, 2005, the seller
                  advised that financial statements were not available, and were
                  unwilling to discuss a transaction with the Company for so
                  long as the Company could not commit to acquire the assets
                  (without obtaining audited financial statements). Discussions
                  were discontinued.

         d.       In April 2005 the Company requested the undersigned to prepare
                  the no action request letter dated May 1, 1005.

         e.       Following the receipt of the no action response, the Company
                  had a conversation with the seller in which the Company
                  requested, and the seller agreed, to allow the Company to
                  conduct an appraisal of the assets to determine whether it
                  would pay the $15 million being requested by seller for the
                  assets. The appraisal is expected to take two to three weeks.

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GREENBERG GLUSKER FIELDS CLAMAN
MACHTINGER & KINSELLA LLP

United States Securities and Exchange Commission
Attention: Jennifer Hardy, Branch Chief
July 13, 2005
Page 3

         f.       Any acquisition of the assets would require the Company to
                  amend its current credit agreements because the Company does
                  not have adequate financing to acquire the assets at the price
                  being requested by seller ($15 million) under its current
                  credit facility.

         g.       The Chairman of the Company has stated that there is no
                  possibility whatsoever of any of the consideration being paid
                  in the form of stock. The seller is a public company which has
                  insisted on an all cash transaction.

         h.       The Company and the seller have not agreed to any of the terms
                  of the transaction. No further discussions or negotiations are
                  expected until the appraisal has been completed. No other
                  terms of the transaction have been discussed or are
                  contemplated at present.

         The Company believes that the proposed acquisition is not probable
         because it has not completed an evaluation of the assets, made a
         determination to offer any certain price for the assets, or obtained
         the financing to acquire the assets. The Company has disclosed
         in its Registration Statements on Form S-1 that it reviews potential
         acquisitions from time to time. Because the potential acquisition of
         the casing and tubing assets is still being investigated by the
         Company, and is subject to the uncertainties described above, the
         Company does not believe that specific disclosure regarding the assets
         would be material to investors making an investment decision with
         respect to a purchase of common stock, or that omission of such
         disclosure from the prospectuses included in the Registration
         Statements would be misleading to investors within the meaning of
         FRC 506.02(c)(ii) or Regulation S-X Rule 3-05.

         The Company will reconsider the issue of probability upon receiving
         the appraisal of the assets.

         Even if the potential acquisition of assets were deemed to be probable,
         the Company does not believe that disclosure would be required in the
         Proxy Statement. Because no stock will be issued in connection with
         the transaction, the Company believes disclosure would not be material
         to investors making a determination how to vote with respect to the
         proposed amendment to the Certificate of Incorporation to increase the
         Company's authorized shares, or with respect to any of the other
         matters to be presented to stockholders at the annual meeting.

                             Very truly yours,

                             /s/ Joseph P. Bartlett
                             ----------------------
                             Joseph P. Bartlett

JPB:ss

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