SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 19, 2007

via U.S. mail and facsimile

Ms. Lisa G. Meier
Chief Financial Officer
Flotek Industries, Inc.
7030 Empire Central Drive
Houston, TX  77040

RE: Flotek Industries, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 16, 2007
  File No. 001-13270

Dear Ms. Meier:

  We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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 re view 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.

Results of Operations, page 20

1. In consideration that your effective ta x rate was 36.7%, 17.6%, and 9.0% in the
years 2006, 2005, and 2004, respectively, please  revise your income tax expense
discussion in future filings to specifically disclose and quantify the reasons for the fluctuations in your income tax expense y ear over year.  Your current disclosure
that the significant increase in taxes is a result of an increase in your projected
federal statutory rate based on estimated income levels, and an increase in your
estimated state income tax liability appear s general in nature and may not provide

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 2
investors with a complete understanding of  the specific factors that impacted your
income tax fluctuations.

Contractual Obligations, page 27

2. Please include your interest commitments under your interest-bearing debt in this
table, or provide textual discussion of this obligation below the table.  If you
provide a textual discussion, the discussion should quantify the interest payments
using the same time frames stipulated in the table.  Refer to footnote 46 to Release
33-8350 “Interpretation:  Commission Guidance Regarding Management’s
Discussion and Analysis of Financial C ondition and Results of Operations.”

Consolidated Statements of Income  and Comprehensive Income, page 34

3. We note the following about your operations:
• Within your chemicals and logistics se gment, as disclosed on page 2, your
specialty chemical division offers a full spectrum of oilfield specialty
chemicals and your logistics division designs, project manages and operates automated bulk material handli ng and loading facilities.
• Further on page 2, you disclose that  your drilling products segment
manufacturers, sells, rents, and inspects specialized equipment.
• As disclosed on page 56, you have imple mented a new software package to
better monitor your drilling t ool rental activities.
• In your Form 8-K that was filed on March 20, 2007 that contained the
financial statements of Triumph Drilli ng Tools, you disclose on page 5 that
Triumph is a leading regional provider of down-hole rental equipment.
In future filings, please revise your consolidated statements of income to separately present your revenue by net sa les of tangible produ cts, income from
rentals, and revenues from services, and separately present th e corresponding cost
of tangible goods sold, expenses  applicable to rental inco me, and cost of services.
Refer to Rule 5-03(1)&(2) of Regulation S-X.

Note 3 – Acquisitions, page 41

4. We note your acquisitions of  Can-Ok, Total Well Solutions, LLC, and LifTech,
LLC during 2006.  Please provide to us w ith your significance tests of Rules 1-
02(w) and 3-05 of Regulation S-X in determining the need for providing financial statements related to these acquisitions.  We may have additional comments after
reviewing your response.

5. In addition, in light of your three ac quisitions in 2006, please tell us your
considerations of providing pro forma fina ncial information pursuant to paragraph
54 of SFAS 141.

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 3
6. Based on your disclosures on page 43, we note that you have allocated 2.7%, 3.3%, and 2.8% of total assets acquired to intangible and other assets, respectively, for your acquisitions of Can-Ok, Total Well Solutions, LLC, and LifTech, LLC.  We further note the following:
• Your discussion of the significance of  your intellectual property on page 3.
• In your asset purchase agreement of Ca n-Ok Field Services, Inc. filed as
Exhibit 10.1 to your Form 10-Q fo r the quarter ended March 31, 2006,
specifically Section 1.1, the agreement states that you have acquired, among
other assets, the rights of the Compan y under the operating agreements, all of
the customer lists and customer files, and all of the rights to use the trade name Can-Ok.
• Similarly, in the asset purchase agreem ent of Stabilizer Technology, Inc. filed
as Exhibit 10.2 of your Form 10-Q fo r the quarter ended March 31, 2006, the
agreement states you have acquired, am ong other assets, the rights of the
Company under the operating agreemen ts, all of the customer lists and
customer files, and all of the rights to use the trade name Stabilizer Technology.
• You disclose on page 43 that in additi on to acquiring tangible assets in the
Total Well Solutions acquisition, you licensed the rights to exercise the exclusive worldwide rights to a patent ed gas separator used in coal bed
methane production.
• Based on the asset purchase agreement contained at Exhibit 10.1 to your Form
10-Q for the quarter ended June 30, 2006, it appears you also acquired various
intellectual property rights, that in cludes among other items, trademarks,
service marks, trade names, and copyri ghts.  You further obtained leasehold
rights and all of the customer lists and customer files.
• The asset purchase agreement containe d at Exhibit 10.3 to your Form 10-Q
for the quarter ended June 30, 2006, related to the acquisition of LifTech, LLC
also appears to provide you with similar intangible assets, including leasehold
rights, all of the customer lists and customer files and all of the rights to use
the trade name.
In light of the above, it is unclear to us why you have not allocated more of the
total assets acquired to intangible assets .  Pursuant to paragraphs 39 and A10
through A28 of SFAS 141, pleas e explain to us your analysis to allocate
significant amounts of your assets acquire d to goodwill as opposed to allocating
amounts to intangible assets.

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 4
Note 13 – Commitments and Contingencies, page 52

7. We note your disclosure that the compa ny is involved, on occasion, in routine
litigation incidental to your busines s.  Please expand your discussion of
contingent liabilities to provide the di sclosure required by SFAS 5.  Clarify
whether you believe it is probable, reasona bly possible or remote that losses could
be material from your exposure to litiga tion, potential enviro nmental liabilities
and other matters.  If reasonably possible,  we would expect more detailed and
specific disclosures concerning specific c ontingencies, rather than generalized
risk disclosures.

Note 14 – Segment Information, page 53

8. We note that you currently disclose three reportable segments; Chemicals and Logistics, Drilling Products, and Artificial Li ft.  In consideration that sales in your
Chemicals and Logistics segment represen ted 50% of your total consolidated net
revenue for the year ended December 31, 2006, we note the following:
• You disclose on page 2 that your spec ialty chemical division offers a full
spectrum of oilfield specialty chem icals used for drilling, cementing,
stimulation, and production.
• Also on page 2, you disclose that your logistics division designs, project
manages and operates automated bulk mate rial handling and loading facilities
for oilfield service companies.
• Revenue in your chemicals and logistic s segment has grown from $18 million
in 2004 to $50.5 million in 2006.
• In your discussion of results by segm ent on page 23, you disclose that $17.8
million of the total $20.9 million reve nue increase in your chemicals and
logistics segment is from sales of your proprietary biodegradable
environmentally benign green chemicals.  You further disclose that margins
continue to increase as you focus on shifting more of your sales mix to higher
margin patented and proprietary products.
• We further note on your webs ite that you continue to  separately present 4
companies under your Companies section, including CESI Chemical and MTI.

  In light of these disclosures, it is unclear to us how you have determined to
aggregate your specialty chemicals and l ogistics operations into one reportable
segment.  Please identify for us your ope rating segments pursuant to paragraph 10
of SFAS 131.  As part of your respon se, please identify your chief operating
decision maker and provide us with copi es of the relevant financial reports
reviewed by your chief operating de cision maker covering the years ended
12/31/06 and 12/31/05.

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 5
 Please also tell us in detail how you dete rmined that your operating segments met
each of the criteria in paragraph 17 of SFAS 131 for aggregation.  To the extent
you are aggregating operating segments because you believe your segments are economically similar, please provide us with  an analysis that includes historical
revenues, gross profits, gross profit ma rgins, operating profits, and operating
profit margins, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also addre ss any differences in the trends these
financial indicators depict (e.g. if operating income is decreasing for one operation and increasing for another).

9. We note your disclosure on page 2 that all three of your segments market products domestically and internati onally and your disclosure on page 3 that you have been
expanding your international sales efforts and you expect international sales to
continue to increase.  In future filings, please expand your disclosures to include information about your geographic areas.  Refer to paragraph 38 of SFAS 131.

Item 9A. Controls and Procedures, page 56

10. We note that you identified two material weaknesses as a part of management’s
assessment of your internal controls ove r financial reporting.  We note your
disclosure that as a result of these material weak nesses, you recorded adjustments
to your financial statements for the y ear ended December 31, 2006 that affected
several financial statement line items.  Please provide us with a schedule of these
adjustments.  Clearly explain the r eason for each adjustment.  For each
adjustment, show us the impact on pre-tax net loss.  Quantify the net effect of all adjustments on pre-tax net income (lo ss).  Also, tell us why none of the
adjustments relate to prio r periods.  Explain in detail why you believe the timing
of each adjustment is appropriate and how you determined that the amounts presented in your previously f iled 10-Q’s are appropriate.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly f acilitate our review.  Please submit your
supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your 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 info rmed decision.  Since the company and its

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 6
management are in possession of all facts re lating 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
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his abse nce, to Al Pavot, Staff
Accountant, at (202) 551-3738, or to the undersigne d at (202) 551-3355.

       S i n c e r e l y ,

       T e r e n c e  O ’ B r i e n
       Accounting Branch Chief