SecProbe.io

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September 14, 2005

Christopher D. Strong
President and Chief Executive Officer
Union Drilling, Inc.
South Pittsburg Technology Park
3117 Washington Pike
Bridgeville, PA 15017

Re:	Union Drilling, Inc.
		Registration Statement on Form S-1
      Filed August 15, 2005
	File No. 333-127525

Dear Mr. Strong:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

   	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

   General

1. Where comments on a section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
2. Update the document to provide the latest available
information.
For example, please update the information regarding the status of
your application for quotation on the Nasdaq National Market.
3. Please provide information required by Regulation S-K that is
currently omitted.  For example, fill in blanks that appear on
pages
7, 18, 21, 21, 22, 23, 78, and 79.  Refer to Rules 430 and 430A of
Regulation C and Items 501 (b) (2) and (3) of Regulation S-K.
4. We will need time to review all new disclosure, including the
proposed price range and number of shares to be offered, proposed
artwork and all omitted exhibits such as the opinion of counsel.
You
can expedite the review process by providing all this information
and
all these documents promptly.  We may have additional comments.
5. The suggestion that the disclosure "is accurate only as of the
date on the front of this prospectus" is inappropriate.  Please
revise to remove this suggestion.

6. Monitor your need to update your financial statements, as
required
by Regulation S-X, Rule 3-12.  In this regard, please ensure you
revise your discussion of financial results for the updated
periods
presented in the prospectus.

   Summary, page 1

7. Provide us with objective support for subjective and
comparative
statements you make throughout your disclosure.  This is not a
complete list, but examples of assertions that require support or
further clarification include the following:
* "[w]e have successfully acquired equipment at little or no
premium
to fair market valuations, as determined by specialized
independent
appraisal firms...";
* "[w]e have the largest rig fleet capable of providing horizontal
and underbalanced drilling services in the Appalachian Basin...";
and,
* "[o]ur leading presence in the Appalachian Basin permits us to
dedicate greater resources than our regional competitors..."
Unless you can provide objective supplemental support for
statements,
this type of language and terminology generally is not
appropriate.
Additional examples of subjective language or statements
attributed
to the Energy Information Administration that should be supported
by
objective evidence include the following:
* "[a]ccording to the Energy Information Administration,
unconventional natural gas production has recently become the
largest
source of onshore U.S. natural gas supply and...unconventional
production will continue to increase through 2005;substantially
all
our rigs operate in unconventional natural gas"; and,
* "[t]he EIA projects that onshore unconventional natural gas
production will continue to increase growing from 6.6 TcF in 2003
to
8.6 TcF in 2025 and from 53% total onshore production in the lower
48
states in 2003 to 63% in 2025."

8. Please revise your disclosure to provide a balanced overview of
your business.  In this regard, we note that you make numerous
statements about the potential growth of unconventional natural
gas
production and your operation`s position to take advantage of such
growth yet, you do not reference the significant competition you
face
within the industry or your significant dependence on three
principal
customers that accounted for more than 43% of your revenues in the
year ended December 31, 2004.   Further, you state that you
currently
have an inventory of underutilized assets that you believe can be
transferred into more attractive , less seasonal drilling markets,
yet you do not indicate the obstacles you may encounter in
executing
your plans.  Please revise your Summary to include reference to
the
more material risks that may impact your operations and future
plans.
The reference on page 7 to risk factors is not sufficient.
9. A significant amount of disclosure found in the Business
section
is repeated verbatim in the Summary.  Please avoid repetition and
revise the Summary accordingly.

New Credit Facility, page 5

10. Either here or in a more appropriate location, discuss how
often
and by whom the liquidation value of the "eligible rig fleet
equipment" will be determined.

   Our Equity Sponsors, page 6

11. Tell us whether Thornton Drilling Company and SPA Drilling,
L.P.
were stand alone entities prior to the acquisition.  Identify the
prior owners of the two entities, as well as any other entities
that
were held under common control prior to your acquisitions.
Describe
any affiliation or relationship that existed between either of
these
entities and any of the following:  Morgan Stanley Capital
Partners,
Somerset Capital Partners, Metalmark Capital LLC, any affiliates
of
these entities.
  Risk Factors, page 11

  Risks related to our business, page 11
12. It appears that the first two risk factors address the same
risk
or, at least, significantly overlap.  Combine them into one and
eliminate redundancies.  Expand that disclosure to address the
company`s actual contract drilling activity as reflected in the
table
at the top of page 33.  We note, for instance, that Revenue Days
were
as high as 8,614 and as low as 4,870 the following year.  We note
similar changes in Total Fleet Utilization Rate.

  "The majority of our drilling rigs are more than 20 years
old...,"
page 12

13. Please revise to disclose the percentage of rigs that are
older
than 20 years old and clarify the problems you have experienced,
if
any, on such rigs.  Delineate the average cost associated with
upgrading and refurbishing your older rigs and stacked rigs and
the
timeline you have established to accomplish the refurbishment of
affected rigs in your fleet.  Further to the extent that rigs are
placed out of productive use during refurbishment periods, please
inform us of the typical amount of time such rigs would be non-
productive and provide an estimate of the financial impact to your
operations during such periods of lost use. We may have further
comments.
  "Increased demand among drilling contractors...,"  page 12
14. We note the reference here and on page 57 under "Raw
Materials"
to your exposure to the risk associated with supplies needed for
your
operations.  Please revise the risk factor to specifically
reference,
as done on page 57,  your exposure to fuel supply decreases and
fuel
price increases.  Indicate, by way of example, the impact, if any,
to
your financial condition caused by sudden shortages in the  supply
of
fuel such as the shortage caused by Hurricane Katrina.
  "Increased competition in our drilling markets...," page 14
15. Revise the risk factor to indicate, more specifically, the
extent
of competition you face vis-a-vis more established and
significantly
larger competitors in various regional markets.
Use of proceeds, page 21
16. For each identified use, indicate the amount of proceeds you
anticipate that you will need.  See Instruction 5 to Item 504 of
Regulation S-K.  If additional funds will be needed, provide the
disclosure required by Instruction 3 to Item 504.

17. With regards to repayment of your revolving credit facility,
if
upon such repayment you intend to soon thereafter draw down on
that
facility, desribe the purposes of that drawdown.

   Unaudited Pro Forma Combined Consolidated Statement of
Operations,
page 26
18. We note your disclosure under point (c) that you have included
an
adjustment for the elimination of employee bonuses related to the
acquisition of Thornton Drilling Company.  Generally, nonrecurring
charges already reflected in the historical financial statements
are
not appropriately eliminated in arriving at pro forma results.

19. We note your disclosure under point (d) indicating that the
pro
forma adjustment for interest expense on the term loan was
calculated
using a rate of 6.25%.  Please expand your disclosure to explain
the
basis for using this rate.  It should be clear how it compares to
the
prevailing rate in the historical periods and the terms of your
loan
agreement.  If the actual interest rates you must pay are not
fixed,
also disclose the effect that a 1/8 percent variance in the
interest
rate would have on earnings for each period presented.

   Unaudited Pro Forma Combined Consolidated Balance Sheet, page
29
20. Please expand your disclosure in point (b) to explain the
method
of valuing the common stock issued in completing the acquisitions
of
Thornton Drilling Company and SPA Drilling, L.P., including the
per
share results, and all pertinent assumptions; and to show your
allocation of purchase price for each transaction individually.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 35
   Company Overview, page 35
21. We note that you present measures of operating margin under
this
heading, as well as the related measures of margin per revenue day
in
this section and in your "summary financial and operating data" on
pages 9 and 10.  Although you define operating margin as revenues
less drilling operations expenses, we understand that your
drilling
operations expenses do not include charges for depreciation,
depletion, or amortization.
	Given the non-GAAP nature of your metrics, it appears you
will
need to revise your disclosures to comply with the guidance in
Item
10(e) of Regulation S-K.  It should be clear how you are able to
support the adjustments that are necessary to reconcile gross
margin
under GAAP with the measure that you present, under paragraph
(e)(1)(ii).  Further, the operating margin label should be
reserved
for GAAP-based measures.
   Market conditions in our industry, page 36
22. Please provide us with the source of the Baker Hughes` data
reflected in the table and for the statements attributed to the
Energy Information Administration`s forecasts regarding U.S
consumption of natural gas in 2004 and 2010.
Results of Operations, page 39
23. We note your disclosure on page 54 explaining that although
risks
under footage contracts are "substantially greater" than under
daywork contracts, margins under footage contracts are also
larger.
Please expand your disclosures under this heading to separately
discuss and quantify the impact of your daywork and footage
contracts
on your revenues, results of operations, and operating margins, so
that the relative significance of these different contractual
arrangements and risks are clear.
24. Where appropriate, revise the disclosure in this section to
provide more meaningful insight into the factors that caused
differences in results of operations from period to period.  For
example, rather than only stating that drilling expenses increased
for the year ended December 31, 2004 as compared to December 31,
2003
because of an increase in drilling activity, indicate what caused
the
increased in drilling activity and whether the type of drilling or
areas being drilled resulted in significant changes to your costs
and
expenses.
   Liquidity and Capital Resources, page 40
25. We note that you attribute the change in operating cash flow
from
the first quarter of 2005 compared to the first quarter of 2004 to
an
"increase in customer receivables" and for the fiscal year 2004
compared to the fiscal year 2003, to "increased earnings."  It
seems
that you could expand your discussion and analysis in a meaningful
way by addressing changes in the underlying drivers of the
fluctuations observed (e.g. those factors that have impacted cash
receipts and cash payments), as would ordinarily be required under
FRC Sections 501.13.b.1. and 13.b.2.  Please revise your
disclosure
accordingly.
   Capital resources, page 42
26. We note your discussion of possible future acquisitions.
Revise
your disclosure to include a reference to the limitations on
investments you may make pursuant to the terms of your revolving
credit agreement.
   Our  markets, page 49
27. You indicate that a portion of the rig fleet operating in the
Appalachian basin consists of "specialty" rigs.  Please clarify
how
these "specialty" rigs factor into your operations and any risks
and
costs that are unique to the drilling performed by specialty rigs.
"Specialty rigs" are not defined in your Glossary.
28. Please provide objective support for the graphical
presentation
on page 51 in the disclosure. Also, provide support for the basis
of
your belief that the "increased level of acquisition activity
should
produce an acceleration of drilling activity...that will inure to
[y]our benefit."

Competition, page 56
29. Inform us of your relative position, in terms of market-share,
in
the regional areas in which you operate.  We may have further
comments.

   Executive compensation, page 64

30. Consistent with the requirements of Item 402 (b) of Regulation
S-
K, please supplement the disclosure and revise to present in
tabular
form, disclosure regarding executive compensation for each of the
company`s executive officers over the past three fiscal years.

Stock option plans, page 65

31. You are responsible for the accuracy and completeness of the
disclosure that appears in your filings with the Commission.  The
reader is entitled to rely on your disclosure.  Eliminate any
disclosure that suggests otherwise, including the suggestion that
the
disclosure might not be complete.

32. Much of the disclosure in this section contains a boilerplate
discussion of the terms of the option agreements. Revise the
disclosure to specifically reference the material terms of option
agreements entered into between the officers and directors of the
company and the company. For example, specify, as done on page 70
in
the footnotes, the current amount of options exercisable into
shares
of common stock and the exercise price of such options granted to
Messrs. Strong, Steigerwald, and Poole.

33. Clarify for us the terms of the options granted to Mr. Strong.
It
would appear based on the exhibit 10.3, that the exercise price
per
option was $330,000.  Inform us of whether this agreement was
amended. If yes, please file the amended version of the agreement
as
an exhibit with your next amendment.  Also, please file as
exhibits
to the registration statement, the option agreements entered into
with Messrs. Poole and Steigerwald.

Principal and Selling Stockholders, page 69

34. Consistent with the requirements of Item 507 of Regulation S-
K,
please provide disclosure regarding the relationship to the
company
of Wolf Marine S.A. and specify, as done on page 5, when and how
this
entity acquired its shares.

35. Please identify any selling stockholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determi