SecProbe.io

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                                  June 14, 2005

H.  Roger  Schwall
Assistant  Director
United  States  Securities  and  Exchange  Commission
450  Fifth  Street  NW
Washington,  D.C.  20549

     Re:  Boots  &  Coots  International  Well  Control,  Inc.
          Form  10-K  for  the  year  ended  December  31,  2004.
          File  No.  1-13817

Dear  Mr.  Schwall:

     Thank  you for the comments included in your letter dated May 11, 2005.  We
have  reproduced  each  of  your  comments  below,  and  have  included specific
responses  in  boldface  print  following  each  comment.

GENERAL
-------

  1. WE NOTE FROM THE RECENT DEVELOPMENTS AND MD&A SECTIONS OF THE 10-K THAT THE
     COMPANY BEGAN WORKING ON THE RESTORE IRAQI OIL PROJECT IN IRAQ BEGINNING IN
     FEBRUARY 2003, WHICH WAS PRIOR TO THE LIFTING OF U.S. ECONOMIC SANCTIONS
     AGAINST IRAQ WE ALSO NOTE THAT THE COMPANY CONTINUED BUSINESS OPERATIONS IN
     IRAQ AFTER THE LIFTING OF U.S. SANCTIONS, BUT PRIOR TO THE TIME THE U.S.
     STATE DEPARTMENT TERMINATED ITS DESIGNATION OF IRAQ AS A STATE SPONSOR OF
     TERRORISM. IN VIEW OF THE FACT THAT THE COMPANY OPERATED IN IRAQ BEFORE
     U.S. SANCTIONS WERE REMOVED, AND DURING THE PERIOD AFTER SANCTIONS WERE
     REMOVED, BUT PRIOR TO THE TIME THAT IRAQ WAS NO LONGER DESIGNATED AS A
     STATE SPONSOR OF TERRORISM BY THE U.S. STATE DEPARTMENT, PLEASE ADVISE US
     OF THE MATERIALITY TO THE COMPANY OF ITS OPERATIONS IN IRAQ, AND GIVE US
     YOUR VIEW AS TO WHETHER THOSE OPERATIONS CONSTITUTE A MATERIAL INVESTMENT
     RISK FOR YOUR SECURITY HOLDERS. IN PREPARING YOUR RESPONSE, PLEASE CONSIDER
     THAT EVALUATIONS OF MATERIALITY SHOULD NOT BE BASED SOLELY ON QUANTITATIVE
     FACTORS, BUT SHOULD INCLUDE CONSIDERATION OF ALL FACTORS, INCLUDING THE
     POTENTIAL IMPACT OF CORPORATE ACTIVITIES UPON A COMPANY'S REPUTATION AND
     SHARE VALUE, THAT A REASONABLE INVESTOR WOULD DEEM IMPORTANT IN MAKING AN
     INVESTMENT DECISION.

          In  the first quarter of 2003, Boots & Coots was engaged by KBR to act
     as  a  subcontractor  to  the  U.S.  Army  Corps  of  Engineers  under  the
     Restore  Iraqi Oil project. All work performed in Iraq prior to the lifting
     of  U.S.  economic  sanctions  against  Iraq  was  performed  as  a
     sub-subcontractor  under this agreement. After sanctions were lifted, Boots
     & Coots also performed emergency well

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     control  services  at  the  request  of  North  Oil  Company (NOC) of Iraq.
     The  U.S. Army Corps of Engineers, KBR and the U.S. authorities controlling
     Iraq  were  aware  of  our activities. As a consequence, we believe that we
     were  both  authorized  by  appropriate governmental authorities to perform
     work  in  Iraq and serving the interests of the U.S. Government and interim
     Iraqi  authority  operating  under  the direction of the U.S. Government in
     protecting  and  restoring Iraqi oil wells and reserves. Accordingly, we do
     not  believe  that  the Company's operations in Iraq present any investment
     risk for its stock holders.

DESCRIPTION OF BUSINESS
-----------------------

     PREVENTION AND RESPONSE, PAGES 6 & 7
     ------------------------------------

  2. WITH RESPECT TO YOUR ALLIANCE WITH GLOBAL SPECIAL RISKS, INC., PLEASE
     CLARIFY YOUR ACCOUNTING OF THE BUSINESS STRUCTURE. EXPAND YOUR DISCLOSURE
     TO INCLUDE A DESCRIPTION OF THE FEES, IF APPLICABLE, PAID TO GLOBAL SPECIAL
     RISKS, INC. IN CONNECTION WITH THE AGREEMENT. CONFIRM THAT NO ADDITIONAL
     FEES ARE GENERATED FROM CLIENTS CARRYING INSURANCE UNDER THE WELLSURE
     PROGRAM OTHER THAN SERVICE FEES AND THAT FEES EARNED REPRESENT LESS THAN
     10% OF YOUR TOTAL REVENUES.

          Boots & Coots' alliance with Global Special Risks, Inc. ("GSR") is not
     a  separate  business  entity.  GSR  sells  an insurance package to oil and
     gas  exploration  and production companies that includes blowout prevention
     services  and  blowout  response  services to be provided by Boots & Coots.
     Boots  & Coots provides specific blowout prevention services as part of the
     insurance  package  at  no  additional  cost to the customer. Boots & Coots
     receives  service  fees  paid  to  it  from  credits issued by underwriters
     through  GSR.  Boots  &  Coots  pays no fees to GSR, no additional fees are
     generated  from clients carrying insurance under the Wellsure Program other
     than  service  fees,  and the fees represent less than 10% of the Company's
     total revenues.

     HALLIBURTON ALLIANCE, PAGE 8
     ----------------------------

  3. WITH RESPECT TO YOUR ALLIANCE WITH HALLIBURTON ENERGY SERVICES, PLEASE
     CLARIFY YOUR ACCOUNTING OF THE BUSINESS STRUCTURE. EXPAND YOUR DISCLOSURE
     TO INCLUDE A DESCRIPTION OF THE FEES, IF APPLICABLE, PAID TO HALLIBURTON IN
     CONNECTION WITH THE AGREEMENT. CONFIRM THAT REVENUES EARNED AS A RESULT OF
     THE ALLIANCE REPRESENT LESS THAN 10% OF YOUR TOTAL REVENUES.

          Boots  &  Coots'  alliance  with  Halliburton Energy Services is not a
     separate  business.  It  is  an  agreement  between  two  independent
     contractors  to  call  upon the services of the other in the first instance
     when the work to be performed calls for the services provided by the other.
     There  are  no fees paid by one company to the other in connection with the
     Agreement. Both companies charge the customer for

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     its  services  to  the  customer,  and  both  companies  receive and retain
     the  fees  that  they  earn from the customer. Where one company works as a
     subcontractor  to  the other, the subcontractor invoices the contractor for
     the  subcontractor's  work,  the  contractor  sends its own invoice and the
     subcontractor's invoice to the customer, the customer pays both invoices to
     the contractor, and the contractor pays the subcontractor's invoiced amount
     to the subcontractor. Revenues earned as a result of the alliance represent
     less than 10% of our total revenues.

MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------

RESULTS OF OPERATIONS
---------------------

     INTEREST EXPENSE AND OTHER EXPENSES (INCOME) INCLUDING FINANCE COSTS, PAGE
     --------------------------------------------------------------------------
     15 & 16
     -------

  4. WE NOTE THAT YOU HAVE CLASSIFIED RESERVES FOR CONTINGENT LIABILITIES,
     RESTRUCTURING CHARGES, SETTLEMENTS, AND LOSS ON SALE OF FIXED ASSETS AS
     INTEREST EXPENSE AND OTHER EXPENSES (INCOME). IT APPEARS THAT THESE AMOUNTS
     SHOULD BE INCLUDED IN THE CALCULATION OF OPERATING INCOME/ (LOSS). WE
     SUGGEST THAT YOU REVISE THE PRESENTATION ACCORDINGLY FOR ALL YEARS
     PRESENTED. PLEASE SUBMIT DRAFT AMENDMENTS TO YOUR FILINGS.

     We  believe  the  captions  for  some  of these items could be improved but
     believe  the  majority  of  these  items  are  appropriately  classified as
     nonoperating.  The  items included in "Restructuring charges" are financing
     charges  incurred  on  debt  related  matters  (i.e.,  waiver  fees,  etc),
     which  are  more  akin  to  interest  expense  and  thus  believe  they are
     nonoperating  in  nature.  The  "Reserve  for  contingent  liabilities" and
     "Settlements"  are  costs associated with legal settlements that we believe
     are outside of operations. We agree that upon the issuance of SFAS no. 145,
     which  was indeed effective in 2002, we should have classified the "Loss on
     sale  of  fixed  assets"  in  2002  as  operating. However, given that this
     relates  to  2002,  and  the  fact  that  we  believe  that  this  is  not
     qualitatively  material  to  the 2002 consolidated financial statements, we
     would  request  that  no  reclass  to  operating  be  required.  We  also
     request that we be allowed to revise these captions prospectively.

          CONTROLS  AND  PROCEDURES,  PAGE  20
          ------------------------------------

  5. WE NOTE THAT YOUR AUDITORS IDENTIFIED "MATERIAL WEAKNESSES" IN CONJUNCTION
     WITH THEIR AUDITS OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
     DECEMBER 2004. YOU STATE THAT YOU ARE "CURRENTLY ENACTING CHANGES IN
     POLICIES AND PROCEDURES TO IMPROVE AND ENHANCE INTERNAL CONTROLS WITH
     REGARD TO DEFICIENCIES IDENTIFIED BY THE AUDITORS." IT APPEARS FROM THIS

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     STATEMENT THAT THE PROCESS OF PUTTING NEW INTERNAL CONTROL OBJECTIVES INTO
     PLACE WAS ONGOING AS OF THE BALANCE SHEET DATE. IF TRUE, IT IS UNCLEAR HOW
     YOU WERE ABLE TO CERTIFY THAT DISCLOSURE CONTROLS AND PROCEDURES WERE
     EFFECTIVE AS OF THE BALANCE SHEET DATE.

     UNDER RULE 13A-13(C) OF REGULATION 13A, DISCLOSURE CONTROLS AND PROCEDURES
     ARE DEFINED AS "CONTROLS AND OTHER PROCEDURES OF AN ISSUER THAT ARE
     DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE ISSUER
     IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE ACTIS RECORDED,
     PROCESSED, SUMMARIZED AND REPORTED, WITHIN THE TIME PERIODS SPECIFIED IN
     THE COMMISSION'S RULES AND FORMS." SECTION 11.E OF RELEASE NO. 34-47986
     CLARIFIES THAT DISCLOSURE CONTROLS AND PROCEDURES INCLUDE SOME ELEMENTS OF
     INTERNAL CONTROL; WITH THE REFERENCE STATING THAT THE "EVALUATION AND
     DISCLOSURE REQUIREMENTS WILL CONTINUE TO APPLY TO DISCLOSURE CONTROLS AND
     PROCEDURES, INCLUDING THE ELEMENTS OF INTERNAL CONTROL OVER FINANCIAL
     REPORTING THAT ARE SUBSUMED WITHIN DISCLOSURE CONTROLS AND PROCEDURES."

     GIVEN THE MATERIAL WEAKNESSES IDENTIFIED BY YOUR AUDITOR, THERE APPEAR TO
     BE SOME INTERNAL CONTROL ISSUES THAT WOULD FALL WITHIN DISCLOSURE CONTROLS
     AND PROCEDURES, AS DEFINED. IF AFTER GIVING FURTHER CONSIDERATION TO THIS
     MATTER, YOU BELIEVE THAT SOME INTERNAL CONTROLS SUBSUMED WITHIN DISCLOSURE
     CONTROLS AND PROCEDURES ARE IMPACTED BY THE MATERIAL WEAKNESSES THAT WERE
     IDENTIFIED, OR ARE OTHERWISE UNABLE TO DEMONSTRATE THAT THIS IS NOT THE
     CASE, IT WILL BE NECESSARY TO AMEND YOUR CERTIFICATIONS AND DISCLOSURES
     ACCORDINGLY.

     During  the  2004  audit,  UHY  Mann Frankfort Stein & Lipp CPA's LLP., the
     Company's  auditor,  found certain material weaknesses in internal controls
     affecting  our  Venezuelan  subsidiary  and  brought  them to the Company's
     attention.  These  weaknesses  related  to  documentation  and  procedures
     associated with expense reporting and certain procedures required by United
     States  generally  accepted  accounting principles that are not required by
     Venezuelan  accounting  principles  and were not followed by our Venezuelan
     subsidiary.

     After  reviewing  the  auditor's  documentation,  the  Company undertook an
     investigation of the issues, including holding a meeting between management
     and  the  controller  of  the  Venezuelan subsidiary in the presence of the
     auditors  at which these issues were reviewed and resolved. Ultimately, the
     Company  enacted  additional  procedures  to  address  these  weaknesses,
     including hiring a contract internal auditor, as disclosed in the 10-K, who
     has  reviewed the subsidiary's expense statements and cash transactions for
     the  first  quarter  of 2005. The Company's analysis and certain mitigating
     actions  were  completed prior to the Company's release of earnings and the
     filing  of  its  Form 10-K for the period ending December 31, 2004, and the
     Company  continues to improve the control environment and the monitoring of
     such controls in Venezuela.

     The  Company's  review  after  December  31,  2004,  indicated  that  the
     weaknesses  identified  by  the  Company's auditors did not have a material
     impact on the

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     information  recorded,  processed,  summarized  and  reported  by  the
     Venezuelan  subsidiary  for  the  period  ended  December  31,  2004.  As a
     consequence,  management  concluded  that,  while  certain internal control
     weaknesses  existed  during  2004,  the  disclosure controls and procedures
     in place at such date were sufficient to provide management with a basis to
     certify as to the disclosure controls as of the end of such period.

FINANCIAL STATEMENTS
--------------------

     STATEMENT OF OPERATIONS PAGE F-3
     --------------------------------

6.   WE NOTE THAT YOU HAVE REPORTED A SEPARATE LINE ITEM FOR DEPRECIATION AND
     AMORTIZATION ON THE FACE OF YOUR STATEMENT OF OPERATIONS. IF THE AMOUNT
     REPORTED AS COST OF GOODS SOLD IS EXCLUSIVE OF DEPRECIATION AND
     AMORTIZATION, PLEASE EXPAND YOUR DISCLOSURE UNDER THE COST OF GOODS SOLD
     CAPTION AND ELSEWHERE IN THE DOCUMENT WHERE YOU PRESENT COST OF SALES TO
     COMPLY WITH THE GUIDANCE IN SAB TOPIC 11:B.

          Depreciation is excluded from Costs of Goods Sold.  We request that we
     be allowed to revise this disclosure prospectively.

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), PAGE F-4
-----------------------------------------------------

7.   GIVEN THE SIGNIFICANCE OF THE BALANCE IN FISCAL YEAR 2003 OF THE SHORT
     SWING PROFIT CONTRIBUTION IN APIC, PLEASE EXPAND YOUR DISCLOSURES TO
     INCLUDE THE NATURE AND TERMS OF THE TRANSACTION AS WELL AS CLARIFICATION AS
     TO ITS PRESENTATION IN APIC. PLEASE SUBMIT DRAFT AMENDMENTS TO YOUR
     FILINGS.

          The  Company  received short swing profit contribution proceeds in the
     amount  of  approximately  $3.9  million  during  the  year  ended December
     31,  2003.  This  transaction  was  a  result  of  sales  of  the Company's
     securities  by  the Prudential Insurance Company of America that Prudential
     believed  were  in  violation  of  certain  securities laws and voluntarily
     reported by Prudential. The Company recorded this transaction in the equity
     statement as additional paid in capital at December 31, 2003.

          This  payment  represents  a  contribution  by Prudential, an existing
     shareholder,  of  the  profits  realized  from the early sale of securities
     violating  a securities law. Given the proceeds are from a shareholder, the
     Company and its auditors considered the treatment of this payment similarly
     to  contributed  capital  in  the  equity  section  more  conservative than
     treating them as other income.

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          To  support  our  position,  the  Company  and its auditors researched
     historical  10K  filings  and  determined  that  substantially  all  were
     reported as a change in equity via Additional Paid in Capital.

          Since  the  Company  has  disclosed the details of this transaction as
     filed  in  its  Form  10-K  for  the period ending December 31, 2003 and we
     concluded that it is appropriate to classify this transaction as Additional
     Paid  in  Capital,  we  request  that  no  amendment  to this disclosure be
     required.

CLOSING  COMMENTS  RESPONSE

          The  Company  acknowledges that it is responsible for the adequacy and
     accuracy  of  the  disclosure  in  our filings with the U.S. Securities and
     Exchange Commission; 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 federal securities laws of the United States.

     Please  do  not  hesitate  to  contact the undersigned with any comments or
     questions.

                              /s/Dewitt H. Edwards
                              -------------------------
                              Dewitt H. Edwards
                              Senior Vice President - Finance and Administration

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