SecProbe.io

December 9, 2014

Via Fac simile
Mr. H. Richard Walton
Executive Vice President
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N. #300
Houston, Texas 77064

Re: Flotek  Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed February 10, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 18, 2014
File No. 1 -13270

Dear Mr. Walton :

We have reviewed your filing s 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 s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Definitive Proxy Statement on Schedule 14A

Summary Compensation Table, page 22

1. Note (a) to the suppleme ntal table detailing all other compensation states that the
company paid a total of $700,000 in bonus to Mr. Chisholm’s companies and that this
amount is reflected in the “Bonus” column in the summary compensation table.
However, the bonus reflected in th at column is only $450,000.  Please tell us the basis for
this discrepancy, and ensure that future filings clearly and accurately reflect the amounts
required in the columns.

H. Richard Walton
Flotek Industries, Inc.
December 9, 2014
Page 2

 We note that all of the executive officers elected to receive 50% of their targ et bonus
award in equity for 2013.  In future filings, please ensure that the amount of any bonus
foregone at the election of an officer for which they instead received equity -based
compensation is included in a footnote to the “Bonus” column as required b y Instruction
2 to Item 402(c)(ii)(iv) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
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 c omments, please provide a written 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 fore close
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.

You m ay contact Tracie Towner , Staff Accountant , at (202) 551 -3744 , or Alfred Pavot ,
Staff Accountant, at (202) 551 -3738  if you have questions regarding comments on the financial
statements and related matters. You may contact  Edward Kelly , Staff Attorney , at (202) 551 -
3728, Pamela Long, Assistant Director, at (202) 551 -3765,  or me at (2 02) 551 -3355  with any
other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief