SecProbe.io

September 11 , 2012

Via Email
Mr. Jerry M. Brooks
Chief Financial Officer
Dril-Quip, Inc.
6401 N. Eldridge Parkway
Houston, Texas  77041

Re: Dril-Quip, Inc.
  Form 10-K for the Fiscal Year ended December 31, 2011
Filed February 27, 2012
File No. 1-13439

Dear Mr. Brooks :

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 und erstand your
disclosure.

Please respond to this letter within ten business days by amending your filing, 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 y our facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 10 -K for the Fiscal Year ended December 31, 2011

Management’s Discussion and Analysis

Results of Operations, page 35

1. We note you disclose, under Special Items on page 36, that in 2010 you settled and paid
total assessments of over $1 6 million related primarily to 2007 state tax on importation of
goods to the State of Rio de Janeiro, Brazil. You further disclose that out of this total you
recognized $7.8 million as an expense in your 2010 statement of income  and considered
the remainin g $8.6 million as a prepaid tax that will be utilized to offset future liabilities

Jerry M. Brooks
Dril-Quip, Inc.
September 11 , 2012
Page  2

 for state taxes on the importation of goods, and that you are in the process of having these
tax credits certified by the State of Rio de Janeiro.

However we note you discl ose o n page 64 that in December 2010 and January 2011 you
were served with additional assessments collectively valued at $13 million (as of
December 2011 ) from the State of Rio de Jan eiro to cancel credits resulting from the
importation of goods .  You furt her disclose that you are vigorously contesting the se
assessments , that it is not possible to estimate a reasonably possible loss  or range of loss
that might result from an adverse judgment or settlement of these assessments , and
accordingly, no liability has been accrued in conjunction with this matte r.

Tell us whether the tax credits corresponding to the $8.6 million that you recorded as a
prepaid tax are of the same nature as the credits that the State of Rio de Janeiro cancelled
as disclosed on page 64 .  If they are , tell us why you do not believe that it would be more
appropriate to recognize the $8.6 million payment you made as an expense, instead of
prepaid tax, until recovery  is deemed probable in accordance with FASB ASC 450 -30.

Additionall y, if you have already agreed to settle and pay the $16 million assessments,
please explain why you do not believe there is a probable loss associated with the $13
million in additional assessments.

We urge all persons who are responsible for the accuracy and ad equacy 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 t o a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

 the company is responsible for the a dequacy 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 a s a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Jerry M. Brooks
Dril-Quip, Inc.
September 11 , 2012
Page  3

 You may contact Lily Dang at (202) 551 -3867  or Kimberly Calder at (202) 551 -3701 if
you have questions regarding comments on  the financial statements and related matters.  Please
contact me at (202) 551 - 3686 with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief