SecProbe.io

September 28, 2010

Via U.S. mail and facs imile (281) 364-4398
 Mr. Stuart M. Brightman President & Chief Executive Officer
TETRA Technologies, Inc.
24955 Interstate 45 North The Woodlands, Texas 77380
 Re: TETRA Technologies, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 1, 2010 Forms 10-Q for Fiscal Quart ers Ended March 31, 2010
and June 30, 2010 Filed May 10, 2010 a nd August 9, 2010
File No. 1-13455

Dear Mr. Brightman:
We have reviewed your filings 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 may have additional comments.  Form 10-K for Fiscal Year Ended December 31, 2009

 Properties, page 24

 Oil and Gas Reserves, page 25

 1. You appear to have grouped together your proved reserves related to crude oil, condensate and NGLs.  Please explain why you do not believe it is necessary to disclose

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 2
separately these three products.  Also tell us if in your primary economic assumptions
you used the same price for oil, condensate and NGLs.
 2. Please expand your disclosure to provide info rmation about your delivery commitments.
Refer to Item 1207 of Regulation S-K.
 3. We note your disclosure at page 27 that in 2009 Maritech did not expend any of its development costs to convert proved undeveloped reserves to proved developed reserves.
While you disclose that all of the proved undeve loped reserves have been classified as
such for less than five years, the Ryder Scott report (at page 4) indi cates that 9 percent of
the present value of the prope rties audited by Ryde r Scott as estimated by Maritech are
scheduled to start produc ing after January 1, 2015 .  Please tell us:

• The portion of your total proved reserves
 scheduled to start producing after
January 1, 2015, and provide a schedule of when these reserves will start producing; and

• Explain how you determined that the P UDs scheduled to start producing after
January 1, 2015 qualify as proved reserves  considering the length of time to
develop these reserves.

Refer to Questions 131.03 to 131.05 of the Oil and Gas Rules Compliance and Disclosure Interpretations, available on our website at: http://www.sec.gov/divisions/corpf in/guidance/oila ndgas-interp.htm
.
 4. We note your disclosure at pages 25-26 that the reserve audits performed by Ryder Scott
and DeGolyer and MacNaughton included certain properties sele cted by Maritech
representing 80.2% of your prove d oil and gas reserves, with Ryder Scott’s reserve audit
including 64% and DeGolyer and MacNaughton’s 16.2%, respectively, of your total proved reserves.  Please tell us how you se lected the properties to be reviewed.
 5. We note your disclosure that the independent petroleum engineers represent that they
believe Maritech’s estimates of future re serves were prepared in accordance with
generally accepted petroleum engineering and evaluation principles.  While we
understand that there are fundamentals of phys ics, mathematics and economics that are
applied in the estimation of reserves, we are not aware of an official industry compilation
of “generally accepted petroleum engineering and evaluation principles.”  With a view
toward possible disclosure, pl ease explain to us the basis for concluding that such
principles have been sufficiently established so as to judge that the reserve information
has been prepared in conform ity with such principles.

This comment is also applicable to the conclusion in Ryder Scott’s reserve audit report that in its opinion, Maritech’s  estimates of future reserves for the reviewed properties
were prepared in accordance with genera lly accepted petroleum engineering and

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 3
evaluation principles for the estimation of futu re reserves as set forth in the Society of
Petroleum Engineers’ Standards Pertaining to  the Estimating and Auditing of Oil and Gas
Reserves Information.  Within this document,  we are not aware of an official industry
compilation of “generally accepted petroleum engineering and evaluation principles.”
Please refer us to a compila tion of these principles.
 Production Information, page 27

 6. Please revise the production table to also present the information by each field that contains 15% or more of your total proved rese rves, or tell us why su ch disclosure is not
required.  Refer to Item 1204(a) of Regulation S-K.
 Acreage and Productive Wells, page 28

 7. It appears that you have not  disclosed the minimum remaining terms of leases and
concessions related to any of  your acreage.  Please tell us the amount of developed and
undeveloped acres that you ha ve as of December 31, 2009 related to leases that will
expire in 2010 and how you considered the need  to disclose such information.  Refer to
Item 1208(b) of Regulation S-K.
 Management’s Discussion and Analysis of Fina ncial Condition and Results of Operation, page
32

Critical Accounting Policies and Estimates, page 35

Decommissioning Liabilities, page 37

8. We note your disclosure about decommissi on work, explaining that your Maritech
subsidiary utilizes the serv ices of affiliated companies to perform well abandonment and
decommissioning work; and that when this oc curs intercompany reve nues are eliminated
in the consolidated financial statements.  Howe ver, your disclosure also states that profit
earned in performing such abandonment a nd decommissioning operations on Maritech’s
properties is recorded as the work is performed.  Please clar ify whether your reference to
affiliates pertains only to other consolidated subsidiaries; and explain how profit is being generated from inter-company transactions  at the consolidat ed level if you are
eliminating revenues and expenses as your di sclosure suggests.  If profit is being
recognized in connection with the derecognitio n of asset retirement obligations please
submit the disclosure revisions that you propose to clarify.  Please disclose the extent of profit and the manner of presenta tion in your consolidated financial statements that is
associated with transactions between your Offshore Services segment and Maritech, or the derecognition of asset retirement obligations, as appropriate.

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 4  Executive Compensation, page 61 (as incorporated by reference to the Definitive Proxy
Statement filed on May 5, 2010)
 Compensation Discussion and Analysis, page 37

 Compensation Elements, page 40

 Salary, page 41

 9. We note your disclosure that the compensa tion committee aims to set compensation and
incentive levels that reflect competitive mark et practices and that the committee generally
targets a median range for base salaries relative to data from a survey.  In light of this
objective, please disclose how your base salari es actually compared to  those in the peer
group to which you benchmarked.
 Discretionary Performance-Based Cash Incentive (Bonus), page 42

 10. We note your disclosure that for 2009, perf ormance objectives for Messrs. Brightman,
Abell, Hartel and Wallace included the at tainment of budgeted per-share earnings, and
that performance objectives for Messrs . Goldman and Longorio included, for the
operations within their respective scopes of  responsibility, the attainment of budgeted
levels of pre-tax profitabilit y, among other goals.  Please disc lose the actual targets for
2009 and the company’s achievement relative to the targets.  Refer to Item 402(b)(2)(vi)
and –(vii) of Regulation S-K.

To the extent that you believe that disclosu re of the targets would result in competitive
harm such that they could be excluded pr operly under Instruction 4 to Item 402(b) of
Regulation S-K, please provide on a supplemental basis a detailed explanation supporting
your conclusion.  Please also note that to the extent disclo sure of the qualitative or
quantitative performance-related factors w ould cause competitive harm, you are required
to discuss how difficult it was or will be to ac hieve the targets.  Refer to Instruction 4 to
Item 402(b) of Regulation S-K.
 Equity Incentive Awards, page 44

 11. We note your disclosure that the committee considers peer group compensation practices
in establishing equity incentive opportunities.  Please clarify whether the committee
considered peer group compensation practices in this regard in 2009.  Assuming that the committee targeted a median range with respect to your peer group, as the committee did for base salaries, please disclo se how your equity awards actu ally compared to those in
the peer group.

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 5  Financial Statements

Note R – Supplemental Oil and Gas Disclosures (Unaudited), page F-40

Estimated Quantities of Proved Oil and Gas Reserves (Unaudited), page F-44

12. We note that for the year ended Decemb er 31, 2009, your oil reserves were revised
upwards 1,971 MBbls (33%).  Based on the data in the Reserve Quantity Information table on page F-43, it appears th at this revision was to the proved developed category.
Please comply with the guidance in FASB ASC 932-235-50-5, which requires that you
disclose an explanation of significant revisions.
 Exhibits

 13. Ensure that you have filed all ma terial contracts.  For exampl e, please file or tell us why
you are not required to file your  contracts with Chemtura Corporation, such as your long-
term supply agreements to provide raw materi al bromine, or tail brine to your new El
Dorado calcium chloride plant.  Refer to  Item 601(b)(10) of Regulation S-K.
 Exhibits 99.1 and 99.2

14. The closing paragraph of the Ryder Scott repor t states that their re port was prepared for
the exclusive use of Maritech Resources Inco rporated and may not be put to other use
without prior written consent.  As Item  1202(a)(8) of Regulation S-K requires these
reports, please obtain and file a revised ve rsion which retains no language that could
suggest either a limited audience or a limit on potential investor reliance.

15. Item 1202(a)(8) of Regulation S-K specifies di sclosure items pertaining to third party
engineering reports.  Please obtain modification of these re ports so that they present:

• A statement that all such assumptions, da ta, methods, and procedures used were
appropriate for the purpose served by the report; and

• The 12-month average benchmark product pri ces and the average adjusted prices
used to determine reserves.  At present, Ryder Scott does not disc lose either price,
while DeGolyer and MacNaughton appears to  disclose only the reference product
prices, but not the actual prices utilized to determine reserves.

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 6  Form 10-Q for Fiscal Quarter Ended June 30, 2010

 General

 16. In light of recent events invol ving the Gulf of Mexico, please  review your disclosure to
ensure that you have disclosed all material  information regarding your potential liability
in the event that one of your rigs is involved in an explosi on or similar event in any of
your offshore locations.  For example, and without limitation, please address the
following:
• Disclose the applicable policy limits related to your insurance coverage;
• Disclose your related indemnification oblig ations and those of your customers, if
applicable;
• Disclose whether your existi ng insurance would cover a ny claims made against you
by or on behalf of individuals who are not  your employees in the event of personal
injury or death, and whether your customers would be obligated to indemnify you
against any such claims;
• Clarify your insurance coverage  with respect to any liabil ity related to any resulting
negative environmental effects; and
• Provide further detail on the risks for which you are insured for your offshore
operations.

17. In this regard, discuss what remediation plan s or procedures you have  in place to deal
with the environmental impact that would occur in the event of an oil spill or leak from
your offshore operations.
 18. On July 12, 2010, the Bureau of Energy Management, Regulation, and Enforcement, issued a moratorium that applies to all drilling operations that use subsea blowout
preventers (BOP) or surface BOPs on floati ng facilities.  We note your disclosure at
various points in management’s discussion a nd analysis, liquidity discussion and updated
risk factor concerning the imp act of this moratorium.  Spec ifically, you disclose that the
moratorium significantly reduced the deepwate r completion fluids market and slowed the
permitting of new drilling activity and plug and abandonment work in the Gulf of Mexico. With a view towards possible disclosu re, please quantify for us the impact that
the moratorium and increased safety inspec tion and certification re quirements have had
or will have on your results of operations  for the remainder of fiscal 2010.
 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

Mr. Stuart M. Brightman
TETRA Technologies, Inc. September 28, 2010 Page 7  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.
 You may contact Paul Monsour  at (202) 551-3360 or Karl Hiller, Accounting Branch
Chief, at (202) 551-3686 if you have any que stions regarding comments on the financial
statements and related matters.  Please contac t Kevin Dougherty at (202)  551-3271 or Alexandra
M. Ledbetter at (202) 551-3317 w ith any other questions.  If you require further assistance, you
may contact the undersigned at (202) 551-3740.          S i n c e r e l y ,
 H. Roger Schwall
Assistant Director