SecProbe.io

Mail Stop 4631

December 3, 2015

Via E -mail
Mr. Robert M. Schmitz
Chief Financial Officer
Flotek Industries, Inc.
10603 West Sam Houston Parkway North, Suite 300
Houston , Texas 7 7064

RE: Flotek Industries, Inc.
Form 10 -K for the Year E nded December 31, 2014
Filed January 27 , 2015
Form 10 -Q for the Period Ended September 30, 2015
Filed October 21 , 2015
File No. 1 -13270

Dear Mr. Schmitz :

We have reviewed your filing s and have the following comment s.  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 providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comment  appli es to your facts and circumstances, please tell us why in your
response.

After reviewing the information yo u provide in response to these  comment s, we may
have  additional comments.

Form 10 -Q for the Period Ended September 30, 2015

Management’s Discussion and Analysis

1. During the three months ended June  30, 2015, as a result of decreased rig activity and its
impact on management’s expectations for future market activity, you shifted the focus of
your Drilling Technologies and Production Technologies segments.  As a resul t of these
changes and projected declines in asset utilization, you recorded a pre -tax impairment
charge of $20.4 million, which compares to a loss before income taxes of $18.6 million

Mr. Robert M. Schmitz
Flotek Industries, Inc.
December 3 , 2015
Page 2

 recorded for the nine months ended September 30, 2015.  Please expand y our disclosures
to address the businesses and markets that you have shifted your focus to in regards to the
Drilling Technologies segment .

2. You discuss the impact of decreased rig activity on your revenues in your results of
operations discussion.  Please also discuss the expected impact of this trend as well as the
change in focus of the Drilling Technologies and Production Technologies segme nts on
your future revenues and  income from continuing operations.  Refer to Item 303(a)(3)(ii)
of Regulation S -K.

3. As you note in your critical accounting policy for goodwill in your Form 10 -K for the
year ended December 31, 2014, goodwill is tested if an  event occurs or circumstances
change that would indicate a potential impairment.  Please tell us whether the same
factors that led to the recording of these impairment charges also resulted in you testing
goodwill for impairment.  T o the extent that any o f your reporting units had estimated fair
values that were  not substantially in excess of the carrying value if a test was performed
and to the extent that goodwill for these reporting units, i n the aggregate or individually,
if impaired, could materially impact your operating results, please provide the following
disclosures for each of these reporting units:
 Identify the reporting unit;
 The percentage by which fair value exceeds the carrying value as of the most -
recent step -one test;
 The amount of good will;
 A description of the methods and key assumptions used and how the key
assumptions were determined ;
 A discussion of the degree of uncertainty associated with the key assumptions.
The discussion regarding uncertainty should provide specifics to the ex tent
possible; and
 A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303 of Regulation S -K and Sections 216 and 501.14 of the SEC´s
Codificatio n of Financial Reporting Policies for guidance .

4. As you note in your critical accounting policy for goodwill in your Form 10 -K for the
year ended December 31, 2014, property and equipment is tested for impairment
whenever events or changes in circumstan ces indicate the carrying value of the asset may
not be recoverable.   Please tell us whether the same factors that led to the recording of
these impairment charges also resulted in you testing assets or asset groups related to
these impacted segments for i mpairment.  To the extent that any of these assets or asset
groups had expected undiscounted future cash flows that were not substantially in excess
of the carrying values and to the extent that an impairment of these asset amounts, in the
aggregate or ind ividually, could materially impact your operating results or total equity,
please provide the following disclosures related to those assets or asset groups:

Mr. Robert M. Schmitz
Flotek Industries, Inc.
December 3 , 2015
Page 3

  The percentage by which the undiscounted cash flows exceed the carrying value;
 The carrying value of these assets;
 A description of the methods and key assumptions used and how the key
assumptions were determined ;
 A discussion of the degree of uncertainty associated with the key assumptions.
The discussion regarding uncertainty should provide specific s to the extent
possible; and
 A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303 of Regulation S -K and Sections 216 and 501.14 of the SEC´s
Codification of Financial Reporting Policies fo r guidance.

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 compa ny 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 comment s, please provide a written statement from the co mpany
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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding these comments, please direc t them to Nudrat Salik,
Staff Accountant, at (202) 551 -3692 or, in her absence, to me at (202) 551 -3355.

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction