SecProbe.io

CORRESP
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corresp

[Letterhead of Grant Prideco]

December 20, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

Attn: Mr. H. Roger Schwall, Assistant Director

Ladies and Gentlemen:

     By letter dated November 23, 2005, Grant Prideco, Inc., a Delaware corporation (the
“Company”), received comments from the Staff of the Commission relating to the Company’s
Registration Statement on Form S-4, File No. 333-129198 (the “S-4”) and Form 10-Q’s for the fiscal
periods ended March 31, June 30 and September 30, 2005, File No. 001-15423 (the “2005 10-Q’s”).
Accordingly, we are filing this letter in response.

     As discussed further below, we plan to file, subject to your approval of the attached
disclosures, amended Form 10-Q’s for the periods ended June 30 and September 30, 2005 in the next
7-10 business days to reflect revised disclosure where appropriate. For your convenience, we have
reproduced the comment contained in the Staff’s letter of November 23, 2005.

Forms 10-Q

Controls and Procedures

Update on Internal Control Over Financial Reporting

     Item 308(c) of Regulation S-K requires that you disclose any change in the registrant’s
“internal control over financial reporting” identified in connection with the evaluation
required by Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting. Provide an unqualified statement that discloses
that there were changes to internal control over financial reporting during the period covered
by the report as required by Item 308(c) of Regulation S-K. In this regard, we note that
disclosure in each of your Forms 10-Q, while providing a general reference to corrective
measures being taken, fails to specifically delineate the remedial steps taken in the
particular fiscal quarter covered by the report.

     Please amend your Forms 10-Q and revise the disclosure therein to specifically identify
the actions taken in each quarter. Further, provide updated disclosure if available, regarding
the results of the testing of such remediation steps once such testing has been completed by
your auditors. We may have further comments.

     Please ensure you file updated certifications as require by Exchange Act Rules 13a-14 and
15d-14 with your amended periodic reports.

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     Response — We believe the disclosures included in the March 31, 2005 10-Q related to the
changes to internal control over financial reporting implemented during that particular quarter
accurately delineated the remedial steps taken to remedy the identified material weakness related
to revenue recognition and therefore, no disclosure revisions are necessary to the first quarter
10-Q. Since March 31, 2005 there have been no significant internal control changes, as we believe
the corrective actions taken in the first quarter of 2005 provided sufficient controls to remedy
the identified material weakness related to revenue recognition, and improved both our disclosure
controls and procedures and internal control over financial reporting.

     We agree that the disclosures included in the June 30 and September 30, 2005 10-Q’s did not
clearly describe the specific remedial steps taken during 2005, the timing of completion (during
the first quarter of 2005) and that there were no significant changes to internal controls over
financial reporting subsequent to March 31, 2005.

     With respect to your comment on providing updated disclosure on the remedial actions taken and the
results of the testing of such remediation steps once such testing has been completed by our
auditors, we believe that the interim testing performed by our auditors to date indicates that the
remedial actions taken have sufficiently remedied the material weakness. However, our auditors are
not completed with all of their annual testing procedures for 2005 and therefore are not yet in a
position to issue their final report on the effectiveness of internal control over financial
reporting as of December 31, 2005. Due to the preliminary nature of the auditor’s testing to date,
we do not believe it would be appropriate to disclose the status of their interim testing results
in the 10-Q for the period ended September 30, 2005.

     We will file amended Form 10-Q’s for the periods ended June 30 and September 30, 2005 to
revise the disclosures to specifically identify the actions taken during the first quarter of 2005
and to disclose there have been no significant changes to internal controls over financial
reporting subsequent to March 31, 2005. See Attachment A (marked for changes). We will file
updated certifications with the amended quarterly reports.

     We trust that the forgoing information addresses your concerns. If there are any questions
with respect to the forgoing, please contact Mr. Greg Boane at 281-878-5611.

Very truly yours,

/s/ Philip A. Choyce

Philip A. Choyce

Vice President and General Counsel

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ATTACHMENT A

Below are the 10-Q disclosures included in “ITEM 4. Controls and Procedures” for the periods ended
March 31, June 30 and September 30, 2005 as originally filed. Such disclosures have been marked for
changes, if deemed necessary, pursuant to comments from the Staff of the Commission relating to the
Company’s Registration Statement on Form S-4, File No. 333-129198 (the “S-4”) and Form 10-Q’s for
the fiscal periods ended March 31, June 30 and September 30, 2005, File No. 001-15423 (the “2005
10-Q’s”).

MARCH 31, 2005 10-Q (NO CHANGES PROPOSED)

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     We have performed an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act) as of March 31, 2005. Based on that evaluation,
our management, including our Chief Executive Officer and Chief Financial Officer, concluded that,
as of the end of the period covered by this report (March 31, 2005), our disclosure controls and
procedures were effective in providing reasonable assurance that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms
and that such information is accumulated and communicated to the Company’s management, including
its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.

Update on Internal Control Over Financial Reporting

     Our management assessed the effectiveness of our internal control over financial reporting as
of December 31, 2004. In making this assessment, it used the framework entitled “Internal Control —
Integrated Framework” set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation of the COSO framework applied to Grant Prideco’s
internal control over financial reporting, and the identification of a material weakness related to
revenue recognition controls over documentation of delivery terms requested by the customer and
customer notification necessary to record revenue prior to customer possession of the product,
management concluded that Grant Prideco did not maintain effective internal control over financial
reporting as of December 31, 2004.

     In order to address the material weakness identified as of December 31, 2004, management
implemented corrective measures during the first quarter of 2005 including: 1) requiring a
checklist to be completed prior to revenue recognition to ensure that documentation of delivery
terms requested by the customer and customer notification necessary to record revenue prior to
customer possession of the product is complete and accurate, 2) initiating processes and procedures
to better document the terms of sales

3

transactions including transaction review and monitoring activities and 3) reviewing all bill
and hold sales transactions during the quarter to ensure that they meet the criteria for revenue
recognition. We believe the corrective actions described above will provide sufficient controls to
remedy the identified material weakness related to revenue recognition, and will improve both our
disclosure controls and procedures and internal control over financial reporting. However, these
controls have not been tested as extensively as required for the annual evaluation under Section
404 of the Sarbanes-Oxley Act of 2002. Additionally, there may be some additional control
procedures implemented in the future to further strengthen the controls over financial reporting.

JUNE 30, 2005 10-Q (MARKED FOR CHANGES)

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     We have performed an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act) as of June 30, 2005. Based on that evaluation,
our management, including our Chief Executive Officer and Chief Financial Officer, concluded that,
as of the end of the period covered by this report (June 30, 2005), our disclosure controls and
procedures were effective in providing reasonable assurance that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to the Company’s management, including
its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.

Update on Internal Control Over Financial Reporting

     Our management assessed the effectiveness of our internal control over financial reporting as
of December 31, 2004. In making this assessment, it used the framework entitled “Internal Control —
Integrated Framework” set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation of the COSO framework applied to Grant Prideco’s
internal control over financial reporting, and the identification of a material weakness related to
revenue recognition controls over documentation of delivery terms requested by the customer and
customer notification necessary to record revenue prior to customer possession of the product,
management concluded that Grant Prideco did not maintain effective internal control over financial
reporting as of December 31, 2004.

     In order to address the material weakness identified as of December 31, 2004, management
implemented corrective measures during the first [DELETION: half] [INSERTION: quarter] of 2005
including: 1) requiring a checklist to be completed prior to revenue recognition to ensure that
documentation of delivery terms requested by the

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customer and customer notification necessary to record revenue prior to customer possession of
the product is complete and accurate, 2) initiating processes and procedures to better document the
terms of sales transactions including transaction review and monitoring activities and 3) reviewing
all bill and hold sales transactions during the quarter to ensure that they meet the criteria for
revenue recognition. We believe the corrective actions described above will provide sufficient
controls to remedy the identified material weakness related to revenue recognition, and will
improve both our disclosure controls and procedures and internal control over financial reporting.
However, these controls have not been tested as extensively as required for the annual evaluation
under Section 404 of the Sarbanes-Oxley Act of 2002. [DELETION: Additionally, there may be some
additional control procedures implemented in the future to further strengthen the controls over
financial reporting.] [INSERTION: There were no significant changes to internal controls over
financial reporting during the quarter ended June 30, 2005.]

SEPTEMBER 30, 2005 10-Q (MARKED FOR CHANGES)

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     We have performed an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act), as of September 30, 2005. Based on that
evaluation, our management, including our Chief Executive Officer and Chief Financial Officer,
concluded that, as of the end of the period covered by this report (September 30, 2005), our
disclosure controls and procedures were effective in providing reasonable assurance that
information required to be disclosed by us in the reports filed or submitted by us under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms, and that such information is accumulated and communicated to the
Company’s management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

Update on Internal Control Over Financial Reporting

     Our management assessed the effectiveness of our internal control over financial reporting as
of December 31, 2004. In making this assessment, it used the framework entitled “Internal Control —
Integrated Framework” set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation of the COSO framework applied to Grant Prideco’s
internal control over financial reporting, and the identification of a material weakness related to
revenue recognition controls over documentation of delivery terms requested by the customer and
customer notification necessary to record revenue prior to customer possession of the product,
management concluded that Grant Prideco did not maintain effective internal control over financial
reporting as of December 31, 2004.

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     [DELETION: In order to address the material weakness identified as of December 31, 2004,
management implemented corrective measures during the first nine months of 2005. We believe the
corrective actions taken have provided sufficient controls to remedy the identified material
weakness related to revenue recognition, and have improved both our disclosure controls and
procedures and internal control over financial reporting.] [ADDITION: In order to address the
material weakness identified as of December 31, 2004, management implemented corrective measures
during the first quarter of 2005 including: 1) requiring a checklist to be completed prior to
revenue recognition to ensure that documentation of delivery terms requested by the customer and
customer notification necessary to record revenue prior to customer possession of the product is
complete and accurate, 2) initiating processes and procedures to better document the terms of sales
transactions including transaction review and monitoring activities and 3) reviewing all bill and
hold sales transactions during the quarter to ensure that they meet the criteria for revenue
recognition. We believe the corrective actions described above will provide sufficient controls to
remedy the identified material weakness related to revenue recognition, and will improve both our
disclosure controls and p