SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE
Mail Stop 04-05
      					June 3, 2005

via facsimile and U.S. Mail

Mr. David E. Wallace
Chief Executive Officer
Superior Well Services, Inc.
1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania  15701

Re:  	Superior Well Services, Inc.
	Form S-1 filed May 5, 2005
	File No. 333-124674

Dear Mr. Wallace:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 or may not 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 filing.
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-1
General
1. To eliminate the need for repetitive comments, please make
appropriate corresponding changes to all disclosure to which a
comment relates.  If parallel information appears at more than one
place in the document, provide in your response letter page
references to all responsive disclosure.
2. To expedite the review process, we suggest that you promptly
file
all exhibits, including the opinion of counsel regarding legality
and
any employment agreements.  Similarly, we note that you omit a
large
amount of information from your prospectus.  In your amended
registration statement, include all material not properly omitted
under Rule 430A.  If the information you provide may change prior
to
effectiveness of the Form S-1, include brackets to indicate this.
We
may have additional comments upon review of the omitted exhibits
and
the new and updated disclosure.
3. You are responsible for providing current, accurate and
complete
information.  In that regard, the statements that appear in the
fifth
and ninth sentences on page i are inappropriate.  Eliminate all
similar statements, and instead make clear that you have provided
disclosure that is reliable, current, accurate and complete.   In
that regard, we also would expect updated disclosure when
available
regarding the following, among other items and without limitation:
* Nasdaq NMS quotation,
* intended use of proceeds,
* the identity of your new CFO and new directors, and information
as
to when each listed director began service as a director,
* the composition of your committees,
* the terms of employment agreements and other compensation
issues,
including director compensation,
* the terms of the 2005 Stock Incentive Plan,
* disclosure that you omit from pages 57 to 65 and
* the details of the agreements that you have with each of the
various entities, including the management structure and
operational
arrangements amongst you and the various partnerships.

Prospectus Summary, page 1
4. Provide us with support for all assertions you make regarding
the
following and similar areas of disclosure:
(a) your "leading" market positions and your status as a "leading
oilfield services provider," making clear in context what that
leadership status entails
(b) the view that others have of your providing "higher value
alternatives"
(c) your "established reputation for safety, reliability and
highly
responsive customer service"
(d) your provision of services "comparable to the major oilfield
services companies at lower prices"
(e) your cost structure is "lower than our competitors" and your
"relatively low cost structure (page 29)."
In that regard, we note also the disclosure that appears at page
11,
suggesting that your larger competitors are capable of competing
more
effectively on the basis of price.

Competitive Strengths, page 4

5. We note your discussion of the competitive strengths of the
company.  To provide more balanced disclosure, also include a
brief
discussion of your weaknesses.

Risk Factors, page 9
6. Revise your risk factor captions and discussions to state
plainly
the specific and immediate effects on your operations or your
company
and the potential harm to investors.  For example, the first and
second risk factor captions on page 10 do not identify the
resulting
harm of the risk.  See also the second risk factor discussion on
page
14.
7. Rather than including language like "there can be no assurance
that" or you "cannot be certain that," revise to state the risk
plainly and directly.  Also remove language that tends to mitigate
the risk you present, including clauses that begin "Although" and
the
first sentence of the third paragraph under "Our operations are
subject to inherent risk."

Capitalization, page 21

8. Please include a statement indicating the table presented sets
forth your cash and cash equivalents and capitalization as of
December 31, 2004.  As cash and cash equivalents do not represent
capitalization of a company, please revise the summation of your
capitalization within your table to exclude the amount of cash and
cash equivalents as of December 31, 2004.

Management`s Discussion and Analysis of Financial Condition...,
page
25

9. Please explain to us why you believe disclosure of quarterly
results of operations is not necessary considering the seasonality
of
your business.

Our Results of Operations, page 29
10. Where two or more business reasons contributed to a material
change in a financial statement line item, quantify the extent to
which each item contributed to the overall change.  For example,
you
identify four reasons for an increase in cost of revenue in
comparing
2004 against 2003 and an offsetting reduction in the costs of
revenue
but you do not quantify the effects to promote the reader`s
understanding.  Please refer to the guidance in FRC Section
501.04.
11. You identify four measures that you use to analyze the
performance of your services on page 26.  However, you do not
analyze
these measures within MD&A.  Please revise your disclosure to give
readers a view of your company through the eyes of management by
providing analyses of those key variables and other qualitative
and
quantitative factors which are necessary for an understanding and
evaluation of your company.  Refer to FRC Section 501.12 for
further
guidance.

General Trends and Outlook, page 32

12. The disclaimer that appears in the last paragraph requires
additional clarifying disclosure.  To the extent that you retain
it,
you will need to discuss in necessary detail the material
assumptions
you made in order to place it in proper context.

Our Results of Operations, page 29

13. Where two or more business reasons contributed to a material
change in a financial statement line item, quantify the extent to
which each item contributed to the overall change.  For example,
you
identify four reasons for an increase in cost of revenue in
comparing
2004 against 2003 and an offsetting reduction in the costs of
revenue
but you do not quantify the effects to promote the reader`s
understanding.  Please refer to the guidance in FRC Section
501.04.

14. You identify four measures that you use to analyze the
performance of your services on page 26.  However, you do not
analyze
these measures within MD&A.  Please revise your disclosure to give
readers a view of your company through the eyes of management by
providing analyses of those key variables and other qualitative
and
quantitative factors which are necessary for an understanding and
evaluation of your company.  Refer to FRC Section 501.12 for
further
guidance.

Liquidity and Capital Resources, page 34

15. We note your disclosure that you believe your funds are
sufficient to "meet both [your] short-term working capital
requirements and [your] long-term capital expenditure
requirements."
Revise to clarify whether you believe such amounts will be
adequate
to fund your operations for at least the next 12 months.

Critical Accounting Policies, page 36
16. We note that you identified and disclosed several critical
accounting policies.  Your disclosures appear to lack association
with specific accounting estimates that may be necessary to an
understanding of your liquidity, capital resources, and results of
operations.  Your disclosures should provide information about the
quality and variability of your earnings and cash flow so that
investors may ascertain the indicative value of your reported
financial information.  We generally find that disclosures
including
both a sensitivity analysis and discussion of historical
experience
in making the critical estimate are effective in conveying this
information.  Please refer to FRC Section 501.14 for further
guidance.

Business, page 39

Properties, page 45

17. For each material lease, disclose the expiration date and
specify
whether it`s renewable at your option.

Operating Risks and Insurance, page 45
18. Ensure that your disclosure is tailored to your particular
circumstances.  For example, based on the disclosure that appears
at
page 39 and elsewhere, it appears that the reference to damage to
"marine life" would not necessary apply to your operations.  In
that
connection, ensure that your discussion of the applicable
environmental regulations and any compliance issues is
sufficiently
precise and complete.  Disclose that with regard to CERCLA, you
are
subject to strict liability and that your liability could extend
to
situations in which you previously owned or operated a property

Management, page 48

19. Revise the biographical sketches to clarify the familial
relationship between the Snyders; we note the disclosure at page
54
in that regard.  Also for both Snyders and for Mr. Kistner,
disclose
their business experience for the past five years, with no gaps or
ambiguities.  Identify with specificity each particular position
held
by each individual during that time.

Compensation of Executive Officers, page 51

20. We note your disclosure in footnote (2) regarding the
aggregate
holdings of restricted stock by Messrs. Wallace, Reese, and
Linaberger and your cross-reference to the Employment Agreements.
However, the information in that section does not provide any
meaningful additional disclosure.  Provide all necessary detail in
that regard.

Underwriting, page 65

21. We note your disclosure that the underwriters may, in their
sole
discretion, release the lock-ups early.  Disclose the factors to
be
considered in making any such determination.  Advise us whether
there
are any agreements or understandings, tacit, explicit or otherwise
with regard to the release of any locked-up shares.  Also,
disclose
how many outstanding shares are subject to the restrictions and
how
many are not covered by the restrictions, and quantify or identify
the "substantially all of [your] stockholders" to whom you refer
in
the third paragraph on page 65.

Financial Statements and Related Disclosure

General
22. Please explain to us what consideration you have given to the
pro
forma financial statement requirements included in Article 11 of
Regulation S-X in light of the change in the form of your business
organization and the application of proceeds from the proposed
sale
of securities.

Combined Financial Statements of Superior Well Services, Ltd. and
Bradford Resources, Ltd., page F-1

Note 2. Summary of Significant Accounting Policies, page F-10
23. Support your conclusion that you operate in one segment.  We
note
the discussion of your four operating regions.  Specifically
address
paragraphs 10 - 24 of SFAS 131 in your response.

Trade Accounts Receivable, page F-10
24. Please disclose that no bad debt expense has been recorded to
date.  Please refer to Regulation S-X, Rule 5-02.4.

Property, Plant and Equipment, page F-11

25. Please disclose the basis for determining the amounts of
property, plant and equipment reported (e.g., cost).
26. We note that you depreciate leasehold improvements over their
estimated useful lives.  We believe that leasehold improvements in
an
operating lease should be amortized by the lessee over the shorter
of
their economic lives or the lease term, as defined in paragraph
5(f)
of SFAS 13.  Please tell us whether the impact of amortizing
leasehold improvements over the shorter of their economic lives or
the lease term has a material impact on your financial statements,
and revise your disclosure to reflect the appropriate policy.
27. Please revise your descriptions of "machinery and equipment"
on
page F-11 and "equipment and vehicles" on the face of the balance
sheet on page F-6 to be consistent.
28. Please disclose the amount of depreciation expense for each
year
an income statement is presented.
29. Please disclose your policy for recording and measuring
impairments of long-lived assets.

Revenue Recognition, page F-11

30. Expand your revenue recognition policy to address all the
criteria detailed in SAB Topic 13:1.  Specifically address how you
determine that a service has been rendered or a product has been
provided.

Interest Rate Risk Management, page F-11
31. Please disclose the following related to your derivative
instruments to the extent applicable:

* whether your interest rate swap agreements are fair value hedges
or
cash flow hedges;
* a description of the events that will result in the
reclassification into earnings of gains and losses that are
reported
in accumulated other comprehensive income;
* the estimated amount of existing gains and losses at the
reporting
date that is expected to be reclassified into earnings over the
next
12 months;
* the criteria required to be met for each accounting method used,
including a discussion of the criteria required to be met for
hedge
or deferral accounting and accrual or settlement accounting;
* the accounting method used if the criteria are not met; and
* where and when the gains and losses are reported in the
statements
of cash flows and results of operations.

Please refer to SFAS 133 and Regulation S-X, Rule 4-08(n) for
additional guidance.

Long-Term Debt, page F-13
32. We note that you have classified your $4.0 million outstanding
borrowings as "Note payable" on the face of the balance sheet but
have referred to the borrowings as a line of credit in the
footnote
entitled "Long-Term Debt".  Revise your disclosures for the
outstanding borrowings to be consistent throughout the financial
statements.
33. Please disclose the following for your long-term debt:
* weighted-average interest rate on short-term borrowings
outstanding
as of the date of each balance sheet presented;
* the amount of the margin in the description of the interest
rate,
"LIBOR plus a margin";
* the name of the affiliated company that guarantees the line of
credit;
* the amount of commitment fee for your credit facilities, if any;
and
* a brief indication of priority.
Please refer to Regulation S-X, Rule 5-02.19 and Rule 5-02.22 for
additional guidance.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain