SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

August 16, 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
  Form 10-Q for the Quarterly Period ended June 30, 2007
Filed August 9, 2007
File No. 001-13270

Dear Ms. Meier:

  We have reviewed your response letter dated August 3, 2007, to our letter dated
July 19, 2007, and have the following comment s.  If you disagree with a comment, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing 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 filings.  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.

Form 10-K for the Fiscal Year ended December 31, 2006

General

1. As requested on page 6 in our comment letter dated July 19, 2007, please provide
the three acknowledgements in your next  response to us.  These are:

Ms. Lisa G. Meier
Flotek Industries, Inc.
August 16, 2007 Page 2
• 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 a ny 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 pers on under the federal s ecurities laws of
the United States.

Note 3 – Acquisitions, page 41

2. We have reviewed your response to our prior comment 5.  It is unclear to us how
you determined a threshold of 50% is the materiality threshol d to disclose pro
forma financial information when you ha ve acquired a series of individually
immaterial business combinations pursuant to paragraph 54 of SFAS 141.  We also note that it appears that you have de termined that these 3 acquisitions are
material in the aggregate as you have  provided the appropr iate disclosures
pursuant to paragraphs 51 through 53 of SFAS 154.  As such, in future filings,
please ensure that you provide appropri ate pro forma financial information
pursuant to paragraph 54  of SFAS 141.

3. We have reviewed your response to our prior comment 6 and have the following
comments:
• You have responded that you have been working with a thir d party valuation
consultant to estimate the value of in tangible assets acquired and that you
have revised the estimated fair value of  intangible assets acquired as of June
30, 2007.  We note that you reclassed $1.3 million from goodwill to intangible
assets.  Please tell us how far along you are in this process and if you
anticipate additional adjustments.  We note that the allocation period should
usually not exceed one year from the consummation of a business combination.
• Notwithstanding the above, and in light of  the facts that we re included in our
prior comment 6, we repeat our comment to explain to us your analysis to
allocate significant amounts of your a ssets acquired to goodwill as opposed to
allocating amounts to intangible assets  pursuant to paragraphs 39 and A10
through A28 of SFAS 141.
• If you continue to determine that your  goodwill allocations are appropriate,
please explain to us, for each of your acquisitions in 2006 and 2007, the specific factors that contributed to a purchase price that resulted in goodwill
recognition and provide these disclosures in your future filings.  We note that
goodwill is 32% of your total a ssets as of June 30, 2007.

Ms. Lisa G. Meier
Flotek Industries, Inc.
August 16, 2007 Page 3
Form 10-Q for the Quarterly Period ended June 30, 2007

Note 6 – Goodwill, page 7

4. We note that you disclose that you received a third party valu ation to determine
adjustments to goodwill.  While you are not required to make reference to this
independent valuation, when you do you must  also disclose the name of the
independent valuation firm.  If you incl ude or incorporate by reference this
disclosure into a 1933 Secu rities Act filing, you will also  need to include the
consent of the independent valuation firm.  Refer to Section 436(b) of Regulation
C.

Note 14 – Segment Information, page 10

5. We note your revised disclosures regardi ng your international revenue in response
to our prior comment 9.  In future fi lings, please disclo se how you attribute
revenues to international sales and disclo se your long-lived asse ts located outside
of the United States.  Refer to paragraph 38 of SFAS 131.

*    *    *    *

  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.

 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 a ny 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 pers on under the federal s ecurities laws of
the United States.

Ms. Lisa G. Meier
Flotek Industries, Inc.
August 16, 2007 Page 4
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