SecProbe.io

September 1, 2010
 Mr. Richard A. Hubbell President and Chief Executive Officer RPC, Inc. 2801 Buford Highway, Suite 520
Atlanta, Georgia  30329

Re: RPC, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 3, 2010 File No. 1-08726
 Dear Mr. Hubbell:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2009

Business, page 2

1. Please clarify the extent to which your reve nues derive from land- based versus offshore
operations, and oil versus na tural gas producing activities.
 2. We note your risk factor disc losure on page 10 beneath th e caption, “Our business has
potential liability for litigati on, personal injury and property damage claims assessments.”
With a view towards possible disclosure, please advise of any provisions in your
contracts that might subject you to environment-related pena lties or damages or that
would indemnify you for such amounts.  Address both your offshore and your onshore
operations.  We note that you provide services offshore of the Gulf of Mexico and that
you provide hydraulic fracturing and acid treatment services.  Also, tell us whether you
carry any insurance against such events and, if so, the amounts of the coverage.

Mr. Richard A. Hubbell RPC, Inc.
September 1, 2010 Page 2

3. Please disclose what effect, if any, the mo ratorium on Gulf of Mexico activities is
expected have on your strategic plans,  business and results of operations.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,

page 17
 4. Please discuss more fully the expens e reduction measures you undertook in 2009.
 Executive Compensation, page 60 (incorporated by reference to the Definitive Proxy Statement
on Schedule 14A filed on March 24, 2010)
 General

 5. Please confirm in writing that you will comply  with the following comments relating to
your proxy in all future filings, and provide us with an example of the disclosure you intend to use in each case.  After our review  of your responses, we  may raise additional
comments.
 Risk Oversight by Board, page 8

6. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the ba sis for your conclusion that disclosure in
response to this item is unnecessary and desc ribe the process you undertook to reach that
conclusion.

Compensation Discussion and Analysis, page 14
 7. We note your disclosure on page 14 that your compensation committee, composed of three non-management directors, held prim ary responsibility for determining executive
compensation levels.  Please clarify whether any of your executive officers made recommendations to the committee or ot herwise contributed input on their own
compensation.  Refer to Item 402(b)(2)(xv) of Regulation S-K.
8. We note your disclosure on page 16 that  your compensation committee established
corporate performance goals for 2009 under the Management Incentive Plan based on
cash flow return on invested cap ital.  We further note your di sclosure that “[f]or 2009, the
target performance goal established by the Company is in excess of the comparable
historical average ROIC of our  peers, is in excess of the Company’s weighted average
cost of capital, and is an amount which th e Company believes represents outstanding
financial performance.”  Please disclose this  goal.  To the extent you believe that
disclosure of this entity-wide goal, on an historical basis, would result in competitive
harm such that the information could be ex cluded under Instruction 4 to Item 402(b) of
Regulation S-K, please provide us with  a detailed explanation supporting your
conclusion.  Refer to Item 402(b)(1)(v) and Instruction 4 to Item 402(b) of Regulation S-

Mr. Richard A. Hubbell RPC, Inc.
September 1, 2010 Page 3

K.  Refer also to Question 118.04 of the Regulation S-K Compliance and Disclosure
Interpretations, available on our website at:
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

9. We note your disclosure on page 17 that “[w] hen considering the grant of stock based
awards, the Committee gives consideration to [your] overall performance and the
performance of individual employees.”  We further note your disclo sure elsewhere that
the committee’s award determinations were disc retionary and subjective.  For each of the
four named executive officers who received re stricted stock awards, please disclose the
specific aspects of the individual’s perfor mance considered by the committee in its
evaluation and determination of the award amount.  Refe r to Item 402(b)(2)(vii) of
Regulation S-K.

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

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

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

Please contact Tracey L. McNeil at (202) 551-3392, Alexandra M. Ledbetter at (202)
551-3317, or me at (202) 551-3740 with any questions.

Sincerely,

H. Roger Schwall Assistant Director