SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 January 22, 2013

Via E-mail

Ms. Johnna D. Kokenge
Vice President, Chief Accounting Officer and Chief Compliance Officer
10603 W. Sam Houston Pkwy N., Suite 300
Houston , TX 77064

 Re: Flotek Industries, Inc.
  Schedule TO -I
  Filed January 11 , 201 3
  File No.  005-51879

Dear Ms . Kokenge :

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 by filing an amend ment,  providing the requested
information, or advising us when the requested respo nse will be provided .  If you do not believe
a comment  is applicable  to your facts and circumstances , or do not believe an amendment is
appropriate, please advise  us why .  After reviewing any amendment to your filing and any
information you provide in response to t hese comments, we may have additional comments.

Schedule TO -I

 Item 1 3

1. We not iced that t he issuer consider s Item 1 3 of Schedule TO -I inapplicable , but further
observed  that the subject class of notes potential could be considered a class of equity for
which a reporting obligation might exist under Section 15(d) of the Securities Exchange
Act of 1934 .  Please advise us of the  basis on which the issuer apparently believes  that
Rule 13e -3 is inap plicable to the issuer tender offer .  To the extent the issuer is subject to
reporting obligations under Section 15(d) but seeks to rely upon the exception in Rule
13e-3(g)(4), please provide us with a brief legal analysis in support of the availability of
such exception given that the note holders will be asked to make an investment decision.

Ms. Johnna D. Kokenge
Flotek Industries, Inc.
January 22 , 2013
Page 2

 Important Information

2. We noticed the disclosure that o n and after February  15, 2013, the Notes are redeemable
and that the issuer has already  delivered a notice of redemption to the Trustee with
respect to all of the outstanding Notes specifying a redemption date of February  15, 2013.
Given that the tender offer is scheduled to expire on February 13, 2013, please advise us,
with a view toward revised disclosure, what consideration has been given to the
application of Rule 13 e-4(f)(6) to the contemplated redemption.

Forward -Looking  Statements

3. The Private Securities Litigation Reform Act of 1995, by its terms, is inapplicable to any
statements made in connection with this tender offer, regardless of whether such
statements may be characterized as “forward -looking statements” or have otherwise been
incorporated by reference into the offer document from a previously -filed periodic report.
Please revise to delete the reference to the Act and make clear that forward -looking
statements have not been protected by the Act’s safe harbor provisions.

Terms of the Tender Offer

4. We noticed the disclosure that the Depositary will calculate the tender offer
consideration, and that its calculation will be considered “finding and binding. ”  The
disclosure improperly suggests that participation in the offer does not permit security
holders to privately pursue a legal claim .  Please revise  to make clear that tendering
security holders may challenge the Depositary ’s findings in a court of competent
jurisdiction.

Conditions of this Offer

5. The inclusion of offer conditions is not inconsistent with Section  14(e) when the
conditions are objectively determinable and outside the control of the offeror.  The
paragraph immediately following the text of the conditions asserts t he issuer may invoke
any of the conditions to the offer, and thereby relieve the issuer of its purchase  obligation ,
“regardless of the circumstances giving rise to” the issuer’s right  to invoke the condition.
Please revise to remove the implication that the is suer has  potentially  made an illusory
offer.   Refer to part II. B. of Exchange Act Release 43069 (July 31, 2000).

6. By indicating that the offer conditions are deemed “an ongoing right ” and may be
asserted at any time from time to time, the disclosure suggests that the offer cond itions
may be asserted after the Expiration Date .  The introductory disclosure  to this section ,
however, suggests that  offer conditions may be asserted only before the Expiration Date .
Please revise to remove this potential inconsistency and make clear that offer conditions
may be asserted only before the Expiration Date when withdrawal rights are available.

Ms. Johnna D. Kokenge
Flotek Industries, Inc.
January 22 , 2013
Page 2

 7. We noticed the representation that a failure at any time to exercise any of our rights will
not be deemed a waiver of any other right.  The decision not to exercise any rights once
an offer condition has been triggered, however, is tantamount to waiver of that con dition.
Please be advised we take the view that waiver of material offer cond itions constitutes a
material change within the meaning of Rule 13e -4(d)(2)  and (e)(3)  which  may require as
many as five business days to remain in the tender offer  following the failure to exercise
the right .  Please revise  the disclosure  to indicate  that the failure to exercise a right may
constitute  the waiver of a right under the circumstances outlined herein.

Other Matters, page 13

8. We noticed the disclosure that the issuer ’s interpretation of the terms and conditions will
be “final and binding. ”  Pleas e revise to indicate that security holders may challenge the
issuer ’s interpretations in a court of competent jurisdiction, and may any other
conforming changes in the Offer to Purchase wherever necessary.

Acceptance of Notes for Purchase; Payment for No tes, page 14

9. The disclosure indicates that the tender offer may be terminated at any time, subject to
applicable law and the provisions of the indenture.  This language also appears under the
heading  titled  “Expiration Date; Extensions; Amendments. ”  Please revise to make
expressly clear that the tender offer, if terminated, will be terminated pursuant to the
occurrence  or non -occurrence  of an event result ing in the  assertion of a n offer condition.

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the issuer is  in possession of all facts
relating to the disclosure, it is  responsible for the accuracy and  adequacy of its disclosures .

 In responding to our comments, please provide a written statement from the issuer
acknowledging that :

 the issuer  is responsible for the adequacy and accuracy of the disclosure in the filing ;

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

 the issuer  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.

Ms. Johnna D. Kokenge
Flotek Industries, Inc.
January 22 , 2013
Page 2

   Please direct any q uestions to me at 202 .551.3266 .  You may also contact me via
facsimile at 202 .772.9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc:

W. Mark Young , Esq.
Andrews Kurth  LLP
600 Travis, Suite 4200
Houston, Texas 77002