SecProbe.io

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October 28, 2005

Joseph C. Winkler
Chief Executive Officer and President
Complete Production Services, Inc.
14450 JFK Blvd. Suite 400
Houston, Texas
77032

Re:	Complete Production Services, Inc.
		Registration Statement on Form S-1
      Filed September 30, 2005
	File No. 333-128750

Dear Mr. Winkler:

      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.

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 listing on the New York Stock Exchange, as
well
as the information to which you refer in both footnotes 1 at pages
74
and 81.
3. Please provide information required by Regulation S-K that is
currently omitted.  For example, fill in blanks that appear on
pages
6, 18, 21, 22, 72 and 92.  Refer to Rules 430 and 430A of
Regulation
C and Items 501 (b) (2) and (3) of Regulation S-K.  We may have
additional comments once we review new disclosure, including the
artwork you reference following the cover page.
4. Provide the information required by Item 501(b)(2) and 501
(b)(3)
of Regulation S-K regarding the amount of shares offered and
proposed
price range.  Please note that we will need time to review all new
disclosure and all omitted exhibits including the opinion of
counsel.
You will expedite the review process by providing all this
information and all these documents promptly.  We may have
additional
comments.
5. 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.

Inside Front Cover Page

6. You are responsible for the accuracy and completeness of the
disclosure that appears in your filings with the Commission.
Expand
the disclosure under "Cautionary Note" to make this explicitly
clear.
However, the suggestion at page 97 that the reader "should not
rely"
on other information appears inappropriate.  Please revise the
second
paragraph under "Where you can find more information" accordingly.

   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 are a "leading provider of specialized services and
products...";
* "[we] differentiate ourselves ...through our local
leadership...";
* "[w]e have an excellent position in markets such as ...";
* "[we] have a strong presence in most of the key North American
resource plays we believe have the potential for long term
growth";
and
* [w]e are ...deploying technical services, equipment and
expertise
that reduce our customers` capital requirements, lower their
operating costs and increase their production in a safe and
environmentally friendly manner. We believe these solutions
distinguish us from our competitors..."
Unless you can provide objective supplemental support for
statements,
this type of language and terminology generally is not
appropriate.
Also provide support for the basis of the beliefs regarding how
your
business is differentiated from that of your competitors.   We may
have further comments.

8. Revise to provide a balanced overview of your business.  In
this
regard, we note that you make numerous statements about your
business
strategy and competitive strengths but you do not reference the
challenges and material risks you face such as your operations`
reliance principally on supporting gas drilling versus oil
drilling
or the risk you face due to exposure to competition from new
entrants
and established companies in your field.  Briefly discuss in this
section the more significant risks that may impact your operations
and future plans.
9. You repeat much of this section in the Business section.
Revise
this section to summarize and highlight the principal aspects of
your
business and eliminate repetitive disclosure.

   Summary Combined Financial Data, page 7

10. We note your disclosure of "gross profit", which does not
include
depreciation and amortization.  Although the guidance in SAB Topic
11:B accommodates the separate presentation of multiple components
attributable to cost of sales, it is not permissible to report a
measure of gross profit excluding such amounts.  Please revise
your
disclosure accordingly.

   Risk Factors, page 10
11. Many of your risk factors could apply to any company in your
industry.  To assist investors` understanding of the unique risks
to
which your business is exposed, please review your risk factor
discussion and revise where necessary to tailor your discussion.
Make clear how each identified risk impacts you specifically.

12. Provide captions that concisely identify the risk.  Examples
of
captions for which the underlying risk is unclear include the last
on
page 11, the third on page 13 and the third and fourth on page 16.
Also eliminate references such as "no guarantee," "no assurance"
and
"not certain," instead stating the risk plainly and directly.

  Risks Related to our Business and our Industry, page 10

  "Our business depends on the oil and gas industry...", page 10
13. We note the disclosure in the last paragraph of the risk
factor
disclosure in which you indicate that your operations principally
support gas versus oil drilling activities.  If this constitutes a
separate material risk, move it so that it appears under a new
caption.  In the new risk factor, state what percentage of your
overall services and products relate to service of the gas versus
the
oil industry and the risk associated with such dependence, if
material.

  "Our indebtedness could restrict..." page 13
14. Provide quantification if it helps put this risk in context.
For
example, we note that all of your bank debt is structured under
floating rate terms. As you did on page 49, provide an example of
how
an increase in interest rates would impact your interest expense
and
reduce your operating cash flows.

  "We are subject to extensive and costly environmental laws...",
page 14
15. We note the disclosure on pages 66-68 with respect to your
exposure to environmental regulation.  Expand your risk factor
discussion to provide greater detail regarding such regulation.
For
example, identify the particular regulations that relate to the
fluid
handling aspect of your business, and make clear how you are
potentially exposed to risk as a result of your operations in that
segment.  Further, provide a cross reference to the more detailed
discussion of such regulations as disclosed in the business
section
of the prospectus.

  "Our U.S. operations in the Gulf of Mexico...," page 16
16. Please tailor the risk factor discussion to address the impact
to
your operations, if material, during the most recent hurricane
season.  If material, delineate the days your operations were
affected and the dollar amount associated with the damage or loss
caused by the hurricanes.

Use of Proceeds, page 21

17. We may have additional comments once you provide details
regarding the intended uses and the amount of the proceeds to be
used
to repay affiliates.

Unaudited Pro Forma Combined Financial Data, page 24

Pro Forma Combined Statement of Operations, page 26

18. Expand your disclosure to address the nature of the $5,800
adjustment to selling, general and administrative expenses and
explain why a corresponding adjustment has not been reflected in
the
pro forma combined statement of operations for the year ended
December 31, 2004 on page 27.

19. We note the "(b)" label identifying the adjustments to
minority
interest expense in the column labeled "MI Acq.  Note 2" on pages
26
and 27.  However, the purpose of the "(b)" label is unclear as
these
amounts appear to be disclosed in Note 2.  Please remove the
labels
or clarify your disclosure.

   Notes to Unaudited Pro Forma Combined Financial Statements,
page
28

   Acquisitions of Minority Interest, page 28

20. Please expand your disclosure to clearly identify how the
amounts
included in the table at the bottom of page 28 reconcile to the
amounts recorded as adjustments to the pro forma combined balance
sheet in the column labeled "MI Acq. Note 2" on page 25.

21. Under paragraph 14 of SFAS 141, the acquisition of a minority
interest should be accounted for under the purchase method.  Based
on
your disclosure, it is unclear where you have allocated the
purchase
price among the interest acquired in the underlying assets and
liabilities.  Please expand your disclosure to clearly identify
how
you accounted for this acquisition of minority interests.

22. We note you have treated CES as the accounting acquirer of the
minority interests as a result of the Combination.  However,
consistent with the guidance of SFAS 141, paragraph 14, we believe
the acquisition of minority interest pro forma adjustments should
also include the minority interests held in CES, as these minority
shareholders participated in the exchange of shares as a result of
the Combination.  Please amend your pro forma combined financial
statements and related notes to include the effect of the
acquisition
of the minority interest of CES under the purchase method.

Financing, page 29

23. Expand your disclosures in parts (a) through (e) to clearly
identify the adjustments recorded in the pro forma combined
statements of operations presented on pages 26 and 27 and how they
reconcile to the amounts currently disclosed in Note 3.  It may be
helpful to provide information in tabular format to facilitate the
presentation and underlying calculation of the amounts.

24. Part (b) of Note 3 appears to relate to the payment of the
Dividend, as defined within the filing and discussed in the
introduction to the pro forma combined financial statements on
page
24.  Please expand your disclosure in part (b) to identify this
adjustment as the payment of the Dividend, if true.

25. Your disclosure in part (c) of Note 3 states the adjustment
relates to interest expense for the senior secured financing and
stockholder distribution.  Please expand your disclosure and
explain
why a pro forma adjustment to interest expense relating to a
stockholder distribution is necessary and appropriate.

26. We note you have recorded adjustments to tax expense, which
appear to relate to part (c) of Note 3.  Please expand your
disclosure in part (c) to address the nature of these amounts and
how
they were determined.

27. We note you have recorded a pro forma adjustment to deferred
income taxes, which appears to relate to part (d) of Note 3.
Please
expand your current disclosure to address the nature of this
amount
and how it was determined.

28. We also note adjustments to cash and retained earnings that
appear to relate to part (d) of Note 3.  It remains unclear why
these
line items would be affected based on the disclosure in part (d).
Please expand your disclosure to address the nature of these
amounts
and how they were determined.

29. Please expand your disclosure in part (e) to clarify that
adjustments to record transaction costs have been included in the
pro
forma combined balance sheet only.  Adjustment to the pro forma
combined statements of operations is not appropriate as the
transaction costs are non-recurring.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 33
Overview, page 33
30. If material, discuss here and in the Risk Factors sections
risks
associated with your practice of charging for services on a
dayrate
basis.  Include in this section details regarding the other types
of
contracts you enter into with customers and the percentage
breakdown
of each type of contract, or explain why this information is not
material.

   Critical Accounting Policies and Estimates, page 36

31. The disclosures of your critical accounting policies and
estimates appear to be more descriptive of the accounting policies
utilized, rather than any specific uncertainties underlying your
estimates. Please revise your disclosures to address the material
implications of the uncertainties that are associated with the
methods, assumptions and estimates underlying your critical
accounting estimates.  Specifically, you should provide the
following:

(a)	An analysis of the uncertainties involved in applying the
principle and the variability that is reasonably likely to result
from its application.

(b)	An analysis of how you arrived at the measure and how
accurate
the estimate or underlying assumptions have been in the past.

(c)	An analysis of your specific sensitivity to change based on
outcomes that are reasonably likely to occur and have a material
effect.

      Please refer to FRC Section 501.14 for further guidance

   Liquidity and Capital Resources, page 44

32. We note that you explain your cash flows from operations by
describing the items identified on the face of your statement of
cash
flows.  Please enhance your discussion and analysis to address the
material changes in the underlying drivers (e.g. cash receipts
from
service contracts and cash payments for increased labor costs to
perform the services under these contracts).  In addition, please
discuss and analyze any known trends in your cash used from
operations.  Also identify and explain the impact of expected
changes
in service contract performance and product sales on the amount
and
timing of future cash flows.  Refer to FRC 501.13.b.1 for further
guidance.

33. You have not disclosed the existence and timing of commitments
for future capital expenditures and other known reasonably likely
cash requirements in future periods.  For example, on page 47, you
describe the construction of two drilling rigs to meet provide
future
drilling services under two new customer agreements but have not
quantified or discussed the timing of these expenditures.  Please
expand your disclosure as appropriate.  Refer to FRC Section
501.13
for further guidance.
34. Please revise your disclosure to clarify whether you will have
sufficient capital to fund your operations for the next 12 months.
35. We note that the underwriters have granted an exception to the
180- day lock-up period referenced in the Underwriting section of
the
prospectus for, among other things, the issuance of shares in
future
acquisitions.  Please inform us of the specific plans, if any,
that
you have to acquire future businesses within the 180 day period
following the date of the prospectus.  We may have further
comments.
   Description of Our Indebtedness, page 45
36. On page 46, you disclose that the Credit Agreement contains
"certain provisions requiring us to prepay certain amounts
outstanding thereunder as a result of certain actions."  Revise
the
disclosure to delineat