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SEC Correpondence

 Mr. Terence O’Brien

 Accounting Branch Chief

 Division of Corporate Finance

 Securities and Exchange Commission

 Washington, D.C. 20549-7010

RE:
Flotek Industries, Inc.

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

Filed March 16, 2007

File No. 001-13270

 Dear Mr. O’Brien,

 We have received your comment letter dated July 19, 2007. Your comments are presented below followed by Flotek’s response to each comment.

 Results of Operations, page 20

1.
In consideration that your effective tax 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 year 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 appears general in nature and may not provide investors with a complete understanding of the specific factors that impacted your income tax
fluctuations.

 Flotek Response:

 We will revise our income tax expense discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings beginning June 30, 2007 to specifically disclose and
quantify the reasons for the fluctuations in our income tax expense and effective tax rate period over period.

 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 Condition and Results of Operations.”

 Flotek Response:

 We will revise our Contractual Obligations table in future filings to include interest commitments under our interest-bearing. As of December 31, 2006 the Company had the following contractual obligations:

Payments Due by Period

Total

Less than
1 year

1-3 years

4-5 years

More than
5 years

(in thousands)

 Long-term debt obligations

$
10,066

$
2,308

$
6,259

$
1,499

$
 —

 Interest obligations related to long-term debt

1,896

779

980

137

—

 Capital lease obligations

708

281

421

6

—

 Interest obligations related to capital leases

95

57

38

—

—

 Operating lease obligations

1,381

475

569

316

21

 Royalty obligation

6,300

400

800

800

4,300

 Total

$
20,446

$
4,300

$
9,067

$
2,758

$
4,321

 Consolidated Statements of Income and Comprehensive Income, page 34

3.
We note the following about your operations:

•

 Within your chemicals and logistics segment, 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 handling 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 implemented a new software package to better monitor your drilling tool rental activities.

•

 In your Form 8-K that was filed on March 20, 2007 that contained the financial statements of Triumph Drilling 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 sales of tangible products, income from rentals, and revenues from services, and separately present the corresponding cost of tangible goods sold, expenses applicable
to rental income, and cost of services. Refer to Rule 5-03(1)&(2) of Regulation
 S-X.

 Flotek Response:

 We will revise our consolidated statements of income beginning June 30, 2007 to separately present our revenue by net sales of tangible products, income
from rentals, and revenues from services, and separately present the corresponding cost of tangible goods sold, expenses applicable to rental income, and cost of services.

 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 with 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.

 Flotek Response:

 For all acquisitions a
determination of significance is made by comparing the most recent financial statements of the business acquired to Flotek’s most recent annual consolidated financial statements filed with the SEC at or prior to the date of the acquisition. For
each acquisition three tests are performed:

 Investment Test = total cost of acquisition / total assets of Flotek

 Asset Test = total assets of acquisition / total assets of Flotek

 Income Test = pretax income of acquisition / pretax income of Flotek

 The results of the significance
tests for the three acquisitions completed in 2006 are summarized:

Significance Tests on an Individual Basis

 Business Acquired

Investment
Test

Asset
Test

Income
Test

 Can-Ok

14.0
%

5.3
%

5.9
%

 TWS

9.3
%

3.7
%

2.6
%

 LifTech

9.9
%

4.9
%

9.7
%

Significance Tests for Individually Immaterial Acquisitions on a Combined Basis

 Business Acquired

Investment
Test

Asset
Test

Income
Test

 Can-Ok

14.0
%

5.3
%

5.9
%

 TWS

9.3
%

3.7
%

2.6
%

 LifTech

9.9
%

4.9
%

9.7
%

33.3
%

14.0
%

18.2
%

5.
In addition, in light of your three acquisitions in 2006, please tell us your considerations of providing pro forma financial information pursuant to paragraph 54 of SFAS141.

 Flotek Response:

 Based on our evaluation, pro forma financial information is not required for the three acquisitions on an individual basis because no significance test exceeded 20%. In addition, we evaluated the significance of the three acquisitions in
aggregate and determined pro forma financial information is not required for the acquisitions because on an aggregate basis no significance test exceeded 50%.

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 Can-Ok Field Services, Inc. filed as Exhibit 10.1 to your Form 10-Q for the quarter ended March 31, 2006, specifically
Section 1.1, the agreement states that you have acquired, among other assets, the rights of the Company 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 agreement of Stabilizer Technology, Inc. filed as Exhibit 10.2 of your Form 10-Q for the quarter ended March 31, 2006, the
agreement states you have acquired, among other assets, the rights of the Company under the operating agreements, 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 addition to acquiring tangible assets in the Total Well Solutions acquisition, you licensed the rights to exercise the exclusive
worldwide rights to a patented 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 includes among other items, trademarks, service marks, trade names, and copyrights. You further obtained leasehold rights and all of the customer lists and customer files.

•

 The asset purchase agreement contained 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, please explain to us your analysis to allocate significant amounts of your assets acquired to goodwill as opposed to allocating amounts to intangible assets.

 Flotek Response:

 For acquisitions we
evaluate the initial purchase price allocation and adjust the allocations as additional information relative to the fair market values of the assets and liabilities of the business becomes known. As part of this process we have been working with a
third party valuation consultant to estimate the value of intangible assets acquired. We have revised the estimated fair value of intangible assets acquired as of June 30, 2007.

 Note 13 – Commitments and Contingencies, page 52

7.
 We note your disclosure that the company is involved, on occasion, in routine litigation incidental to your business. Please expand your discussion of contingent
liabilities to provide the disclosure required by SFAS 5. Clarify whether you believe it is probable, reasonably possible or remote that losses could be material from your

exposure to litigation, potential environmental liabilities and other matters. If reasonably possible, we would expect more detailed and specific disclosures
concerning specific contingencies, rather than generalized risk disclosures.

 Flotek Response:

 The company was not involved in any litigation as of December 31, 2006 through the date of our 10-K filing on March 16, 2007. In future filings
we will expand our disclosure for specific contingencies as necessary. We will expand our disclosure beginning June 30, 2007 to clarify our potential contingent liabilities as follows:

 “The Company is involved, on occasion, in routine litigation incidental to our business. The Company believes that the ultimate resolution of those
routine litigations that may develop will not have a material adverse impact on the Company’s financial position, results of operation or cash flows.”

 Note 14 – Segment Information, page 53

8.
We note that you currently disclose three reportable segments; Chemicals and Logistics, Drilling Products, and Artificial Lift. In consideration that sales in your Chemicals and
Logistics segment represented 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 specialty chemical division offers a full spectrum of oilfield specialty chemicals used for drilling, cementing, stimulation, and
production.

•

 Also on page 2, you disclose that your logistics division designs, project manages and operates automated bulk material handling and loading facilities for oilfield
service companies.

•

 Revenue in your chemicals and logistics segment has grown from $18 million in 2004 to $50.5 million in 2006.

•

 In your discussion of results by segment on page 23, you disclose that $17.8 million of the total $20.9 million revenue 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 website 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
logistics operations into one reportable segment. Please identify for us your operating segments pursuant to paragraph 10 of SFAS 131. As part

of your response, please identify your chief operating decision maker and provide us with copies of the relevant financial reports reviewed by your chief
operating decision maker covering the years ended 12/31/06 and 12/31/05.

 Please also tell us in detail how you determined 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 margins, 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 address any differences in the trends these financial indicators depict (e.g. if operating income is decreasing for one operation and increasing for another).

 Flotek Response:

 In accordance with SFAS
No. 131, Disclosures about Segments of an Enterprise and Related Information, we determine segmentation based on our internal organization and reporting of discrete financial information based upon generally accepted accounting methods.

 Please see the attached organizational chart below, which shows how our division presidents and vice presidents are aligned to the CEO.
The four group presidents/vice presidents and the CEO constitute our chief operating decision makers.

 We aggregate our specialty
chemicals and logistics operations into one division because they are related businesses operationally, managed by the same chief operating decision maker and market to the same type of customer. Both the specialty chemical division and our
logistics division blend products used by oilfield service companies when drilling and cementing a well. The chemical operations develop, blend and market specialty chemicals used in oil and gas well cementing, stimulation, acidizing, drilling, and
production treatment. The logistics operations provide bulk blending and transload services used in oil and gas well cementing. The logistics operations also provide transload facility management services.

 On a monthly basis the following discrete financial information is reported and reviewed with each chief operating decision maker. Please see the
relevant financial reports reviewed by your chief operating decision maker covering the years ended 12/31/06 and 12/31/05 (Attachment A):

•

 Flotek Chemical and Logistics Operating Results by Quarter and YTD

•

 CESI Consolidated Operating Results by Quarter and YTD

•

 CESI Consolidate Detailed Trend Report by Month

•

 MTI Consolidated Operating Results by Quarter and YTD

•

 MTI Consolidated Detailed Trend Report by Month

9.
We note your disclosure on page 2 that all three of your segments market products domestically and internationally 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.

 Flotek Response:

 We will expand our disclosures to included information about our geographic areas beginning June 30, 2007.

 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 over financial reporting. We note your disclosure that as a
result of these material weaknesses, you recorded adjustments to your financial statements fo