SecProbe.io

CORRESP
 1
 filename1.htm

 August
12, 2025

 Via
EDGAR

 Mr.
Juan Grana

 Ms.
Margaret Sawicki

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Flotek Industries, Inc.

 Registration Statement on Form S-3

 Filed July 10, 2025

 File No. 333-288606

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Flotek Industries, Inc., the registrant under the registration statement on
Form S-3, File No. 333-288606 (the "Registration Statement"), respectfully requests that the Registration Statement be declared
effective at 3:30 p.m., Washington, D.C. time, on August 14, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 FLOTEK
 INDUSTRIES, INC.

 /s/
 J. Bond Clement

 J.
 Bond Clement

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 August
4, 2025

 Via
EDGAR

 Mr.
Juan Grana

 Ms.
Margaret Sawicki

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Flotek Industries, Inc.

 Registration Statement
 on Form S-3

 Filed July 10, 2025

 File No. 333-288606

 Ladies
and Gentlemen:

 Set
forth below is the response of Flotek Industries, Inc., a Delaware corporation (the " Company "), to comments received
from the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission (the
" Commission ") by letter dated July 21, 2025 (the " Comment Letter "), with respect to the above-referenced
filing. For your convenience, we have repeated in bold face type the comment exactly as set forth in the Comment Letter. The Company's
response to the comment is set forth immediately below the text of the comment.

 Registration
Statement on Form S-3

 General

 1. We
 note your disclosure in your Form 8-K/A filed May 1, 2025, that a subsidiary of Flotek Industries,
 PWRTEK, LLC, acquired certain mobile power generation assets and related intellectual property
 from ProFrac GDM, LLC, an indirect subsidiary of ProFrac Holding Corp. pursuant to an asset
 purchase agreement entered into on April 28, 2025, and that PWRTEK also entered into an agreement
 for a six-year dry lease of certain of the acquired assets with ProFrac GDM. We also note
 your disclosure that the total consideration for all of the transactions entered into with
 ProFrac and its subsidiaries was $105 million. It appears that financial statements and pro
 forma financial statements reflecting the acquisitions may be required pursuant to Rule 8-04
 and 8-05 of Regulation S-X and Item 11(b) of Form S-3. Please provide the appropriate financial
 statements or provide a detailed analysis explaining why you are not required to do so.

 Response

 The
Company acknowledges the Staff's comment and respectfully advises the Staff that the acquisition of the mobile power generation
assets and related intellectual property from ProFrac GDM, LLC (" ProFrac ") was an acquisition of a collection of assets
and not the acquisition of a "business" for purposes of Rule 8-04 of Regulation S-X (" Rule 8-04 "), Rule
8-05 of Regulation S-X and Item 11(b) of Form S-3. Accordingly, no audited financial statements or pro-forma information relating to
the acquisition were required to be filed.

 Background

 As
reported in the Company's Form 8-K filed on April 28, 2025 (the " Form 8-K "), PWRTEK, LLC, a wholly-owned subsidiary
of the Company (" PWRTEK "), acquired a collection of assets from ProFrac, which included 14 digitally enhanced mobile
natural gas power generation filtration units, 8 gas distribution units and 8 additional units under construction or to be constructed,
inventory related to the units, and supporting intellectual property (collectively, the " Acquired Assets "). The Acquired
Assets did not include any other assets held by ProFrac. Also as reported in the Form 8-K and in the Company's Form 8-K/A filed
on May 1, 2025 (the " Form 8-K/A "), the purchase price for the Acquired Assets was $17.6 million, which equaled the
order shortfall payments (" OSP ") that ProFrac Services, LLC, an affiliate of ProFrac, owed to the Company under its
previously disclosed Chemical Products Supply Agreement (" Supply Agreement "). Due to ProFrac's greater than
50% ownership of the Company, the acquisition is deemed a purchase of assets under common control in accordance with FASB Accounting
Standards Codification 805, Business Combinations (" ASC 805 ") resulting in the Company recording ProFrac's historical
book value of $15.1 million on the Company's balance sheet on April 28, 2025.

 Separate
and distinct from the acquisition of the Acquired Assets, PWRTEK entered into a six-year lease under (the " Lease Agreement ")
which ProFrac agreed to lease the Acquired Assets in combination with existing Company-owned technology (referred to by the Company as
its Verax device, which ProFrac rented from the Company prior to the transaction) for set day-rates, and in exchange PWRTEK will receive
a stream of lease payments beginning on the closing date of the transaction through the expiration of the six-year lease period, regardless
of whether the leased assets are in use by ProFrac at any point in time. In connection therewith, the Company agreed to pay ProFrac $87.4
million ($89.9 million for GAAP purposes) for the lease, which was financed through the issuance of a warrant to purchase shares of the
Company's common stock, the issuance of a promissory note and future offset rights against OSP amounts that may become due under
the Supply Agreement.

 Applicable
Rules

 Rule
8-04 and Items 2.01 and 9.01 of Form 8-K require audited financial statements to be filed for a significant business that has been acquired.
In deciding whether the provisions of Rule 8-04 apply, the Company must first determine, in accordance with guidance set forth in Rule
11-01 of Regulation S-X (" Rule 11-01 "), whether the Acquired Assets are a "business" rather than just
a collection of assets. Rule 11-01(d)(2) also considers whether certain attributes remain with the component after the transaction, such
as the physical facilities, employee base, market distribution system, sales force, customer base, operating rights, production techniques
or trade names.

 2

 Pre
Transaction Revenue Analysis

 In
consideration of Rule 8-04 and Rule 11-01, ProFrac is one of the largest providers of well stimulation services in the United States.
It uses its hydraulic fracturing fleets, along with assorted support equipment, to execute well completions in high pressure/high volume
environments. Under ProFrac's ownership, the Acquired Assets were an embedded sub-set of equipment supporting the broader service
offering ProFrac provides its customers known as "fracking", and the Acquired Assets were used solely in support of that
service offering. The Acquired Assets represented only a fraction of the numerous pieces of equipment utilized by ProFrac in fracking
a well, and as such, were considered part of an internal cost center and not an operating asset that specifically generated revenue on
a standalone basis. ProFrac's customers were not separately billed for and did not specifically pay for the services provided by
the Acquired Assets. ProFrac generates revenue by completing the stimulation of a well utilizing a large assortment of equipment, which
included the Acquired Assets. Further, ProFrac had not leased the Acquired Assets to any external parties as the Acquired Assets were
solely utilized as a component of ProFrac's fracking service offering.

 Post
Transaction Revenue Analysis

 In
contrast, under PWRTEK's ownership the Acquired Assets are being coupled with its Verax device (collectively the " New
Asset Package "), and the New Asset Package will generate revenue for PWRTEK under a rental model. Under this rental model,
revenue is generated through customers (including ProFrac) renting the New Asset Package for the specific services the assets provide,
facilitating the use of natural gas to generate remote power. The Acquired Assets will not support equipment within a broader collection
of assets providing a service by PWRTEK but are now the sole assets responsible for revenue generation for PWRTEK through the rental
model. While the Acquired Assets will initially continue to support well stimulation through the term of the Lease Agreement with ProFrac,
the Company plans to expand the deployment of the Acquired Assets at the expiration of the Lease Agreement (based on a 10 year economic
life) outside of oilfield services (such as electric grid support and data center power), as those opportunities are expected to provide
a more meaningful impact to the Company as its revenue stream is diversified away from the volatility in upstream oil and gas activities.
In addition, as noted in the Company's Form 8-K, seven gas distribution units and one mobile natural gas power generation filtration
unit included in the Acquired Assets (27% of the total assets acquired) were under construction at the date of acquisition and therefore
had no historical operating activities.

 The
Company has considered the definition of a "business" as contemplated by Article 11 of Regulation S-X. In particular, Rule
11-01(d) states that a "business should be evaluated in light of the facts and circumstances involved and whether there is sufficient
continuity of the acquired entity's operations prior to and after the transactions so that disclosure of prior financial information
is material to an understanding of future operations." More specifically, Rule 11-01(d)(1) considers "whether the nature
of the revenue producing activity of the component will remain generally the same as before the transaction." As described above,
the Acquired Assets had no separate or identifiable revenue-producing activity on their own pre-acquisition when held by ProFrac, versus
the post-acquisition rental revenue attributable to the Acquired Assets under the Company's ownership. As the nature of the revenue
producing activity of the Acquired Assets was fundamentally different before and after closing, the Company determined that there was
no acquisition of a "business" for purposes Article 11 of Regulation S-X.

 3

 For
purposes of Rule 11-01(d)(2), none of the physical facilities, employee base, market distribution system, sales force, customer base,
operating rights or production techniques were acquired in the asset acquisition. The transaction also excluded any cash and cash equivalents,
working capital, deferred tax assets, and goodwill. Further, the Acquired Assets did not represent any one separate entity, subsidiary,
or division within ProFrac prior to the transaction. Accordingly, the Company concluded that acquisition of the Acquired Assets did not
constitute the acquisition of a "business" under Rule 11-01(d) of Regulation S-X.

 Conclusion

 Based
on the foregoing, the Company determined that there was no acquisition of a "business" under Rule 11-01(d) of Regulation
S-X, and as such, no audited financial statements or pro-forma information relating to the acquisition were required to be filed pursuant
to Rules 8-04 and 8-05 of Regulation S-X and Item 11(b) of Form S-3.

 Please
do not hesitate to contact the undersigned if you have any questions regarding the foregoing, or if we may provide additional information.

 Very truly yours,

 FLOTEK INDUSTRIES, INC.

 /s/
 Bond Clement

 Bond Clement

 Chief Financial Officer

 cc: Ryan
 G. Ezell, Flotek Industries, Inc.
 Amy
 Blakeway, Flotek Industries, Inc.

 E.
 James Cowen, Esq., Porter Hedges LLP

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 21, 2025

Ryan G. Ezell
Chief Executive Officer
Flotek Industries, Inc.
5775 N. Sam Houston Parkway W., Suite 400
Houston, TX 77086

 Re: Flotek Industries, Inc.
 Registration Statement on Form S-3
 Filed July 10, 2025
 File No. 333-288606
Dear Ryan G. Ezell:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.
 July 21, 2025
Page 2
Registration Statement on Form S-3
General

1. We note your disclosure in your Form 8-K/A filed May 1, 2025, that a
subsidiary of
 Flotek Industries, PWRTEK, LLC, acquired certain mobile power generation
assets
 and related intellectual property from ProFrac GDM, LLC, an indirect
subsidiary of
 ProFrac Holding Corp. pursuant to an asset purchase agreement entered
into on April
 28, 2025, and that PWRTEK also entered into an agreement for a six-year
dry lease of
 certain of the acquired assets with ProFrac GDM. We also note your
disclosure that
 the total consideration for all of the transactions entered into with
ProFrac and its
 subsidiaries was $105 million. It appears that financial statements and
pro forma
 financial statements reflecting the acquisitions may be required
pursuant to Rule 8-04
 and 8-05 of Regulation S-X and Item 11(b) of Form S-3. Please provide
the
 appropriate financial statements or provide a detailed analysis
explaining why you are
 not required to do so.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at
202-551-7153
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: E. James Cowen, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 24, 2022
John W. Gibson, Jr.
Chief Executive Officer
Flotek Industries, Inc.
8846 N. Sam Houston Parkway W.
Houston, Texas 77064
Re:Flotek Industries, Inc.
Registration Statement on Form S-3
Filed October 18, 2022
File No. 333-267916
Dear John W. Gibson, Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sean Healy at (202) 551-5586 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brandon T. Byrne, Esq.

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October 24, 2022

VIA EDGAR

United States Securities & Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re:    Flotek Industries, Inc.

Registration Statement on Form S-3

Filed October 18, 2022

File No. 333-267916

Ladies and Gentlemen:

On behalf of Flotek Industries, Inc., a Delaware corporation (the “Company”), the undersigned hereby respectfully submits its request for acceleration of effectiveness.  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 (the “Registration Statement”), be accelerated so that the same will become effective at 4:00 p.m., Washington, D.C. time, on Thursday, October 27, 2022, or as soon as practicable thereafter.

Please notify Brandon T. Byrne of Norton Rose Fulbright US LLP, counsel to the Company at (214) 855-7437 or at brandon.byrne@nortonrosefulbright.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Flotek Industries, Inc.

 By: /s/ Nicholas J. Bigney

 Name: Nicholas J. Bigney

 Title: Senior Vice President, General Counsel & Chief Compliance Officer

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May 18, 2022

VIA EDGAR

United States Securities & Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re:    Flotek Industries, Inc.

Registration Statement on Form S-3

Filed May 11, 2022

File No. 333-264875

Ladies and Gentlemen:

On behalf of Flotek Industries, Inc., a Delaware corporation (the “Company”), the undersigned hereby respectfully submits its request for acceleration of effectiveness.  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 (the “Registration Statement”), be accelerated so that the same will become effective at 4:00 p.m., Washington, D.C. time, on Friday, May 20, 2022, or as soon as practicable thereafter.

Please notify Brandon T. Byrne of Norton Rose Fulbright US LLP, counsel to the Company at (214) 855-7437 or at brandon.byrne@nortonrosefulbright.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Flotek Industries, Inc.

 By: /s/ Nicholas J. Bigney

 Name: Nicholas J. Bigney

 Title: Senior Vice President, General Counsel & Chief Compliance Officer

United States securities and exchange commission logo
May 17, 2022
John Gibson
Chief Executive Officer
Flotek Industries, Inc.
8846 N. Sam Houston Parkway W.
Houston, Texas 77064
Re:Flotek Industries, Inc.
Registration Statement on Form S-3
Filed May 11, 2022
File No. 333-264875
Dear Mr. Gibson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brandon T. Byrne

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December 7, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: Flotek Industries, Inc.

Registration Statement on Form S-3

Filed December 1, 2020

File No. 333-251043

Ladies and Gentlemen:

On behalf of Flotek Industries, Inc., a Delaware corporation (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 (the “Registration Statement”), be accelerated so that the same will become effective at 4:00 p.m., Washington, D.C. time, on Wednesday, December 9, 2020, or as soon as practicable thereafter.

Please notify Brandon Byrne of Norton Rose Fulbright US LLP, counsel to the Company, at (214) 855-7437, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Flotek Industries, Inc.

 By: /s/ Nicholas J. Bigney

 Name: Nicholas J. Bigney

 Title: Senior Vice President, General Counsel & Corporate Secretary

United States securities and exchange commission logo
December 4, 2020
Nicholas J. Bigney
Senior Vice President, General Counsel & Corporate Secretary
Flotek Industries, Inc.
8846 N. Sam Houston Parkway W.
Houston, Texas 77064
Re:Flotek Industries, Inc.
Registration Statement on Form S-3
Filed December 1, 2020
File No. 333-251043
Dear Mr. Bigney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brandon Byrne, Esq.

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Flotek Industries, Inc.

10603 W. Sam Houston Parkway N., Suite 300

Houston, Texas  77064

(713) 849-9911

October 5, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention: Pamela Long

Re:

 Registration Statement on Form S-3 (File No. 333-219618) of Flotek Industries, Inc.

Dear Ms. Long:

On behalf of Flotek Industries, Inc. (the “Company”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-219618) be accelerated to 4:00 p.m., Washington, D.C. time, on Wednesday, October 11, 2017, or as soon thereafter as practicable.

Sincerely,

FLOTEK INDUSTRIES, INC.

By:

 /s/ H. RICHARD WALTON

Name:

 H. Richard Walton

Title:

 Executive Vice President and Chief Financial Officer

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10603 W. Sam Houston Pkwy N.

Suite 300

Houston, Texas 77064

(713)-849-9911

September 21, 2017

Ms. Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Stop 4631

Washington, D.C. 20549

RE:     Flotek Industries, Inc.

Registration Statement on Form S-3

Filed August 1, 2017

File No. 333-219618

Dear Ms. Long:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 14, 2017 (the “Comment Letter”), with respect to the above-referenced filing (the “Filing”). For your convenience, we have repeated in bold face type the comment exactly as set forth in the Comment Letter. The Company’s response to the comment is set forth immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

Concurrently with the submission of this response letter, we are filing, through EDGAR, Amendment No. 1 to the Registration Statement (the “Amendment”).

General

1.

 We note that Flotek Industries ULC has separately filed your Form S-3 on EDGAR under its own CIK number, but is neither listed as a co-registrant in your Form S-3 nor in your Form S-3 legal opinions. Please revise to include Flotek Industries ULC as a co-registrant in the Form S-3 and in your legal opinion or advise.

Response: The Company acknowledges the Staff’s comment and will not include Flotek Technologies ULC as a co-registrant in the EDGAR filing system upon filing the Amendment. Flotek Technologies ULC was not intended to be included as a co-registrant in the Registration Statement, but was erroneously included due to an inadvertent filing error.

2.

 We note your disclosure that the debt securities offered and sold pursuant to this prospectus may be guaranteed by one or more subsidiary guarantors. Rule 3-10 of Regulation S-X requires every guarantor of a registered security to file the financial statements required for a registrant by Regulation S-X, unless an appropriate exemption applies.

Ms. Pamela Long

U.S. Securities and Exchange Commission

September 21, 2017

Page 2

Please revise your prospectus to include either the financial statements of your subsidiary guarantors or the footnote presenting condensed consolidating financial information for your guarantors in your financial statements allowed by Rule 3-10(f) of Regulation S-X.

Response: The Company has 19 subsidiaries that are co-registrants under the Registration Statement (collectively, the “Co-Registrants”), each of which are included as potential subsidiary guarantors of future senior and subordinated debt securities issued by the Company. Rule 3-10(f) provides that a parent company need not present separate financial statements of the subsidiary guarantors if (1) each of the subsidiary guarantors is 100% owned by the parent company issuer; (2) the guarantees are full and unconditional; (3) the guarantees are joint and several; and (4) the parent company’s financial statements include a footnote with condensed consolidating financial information as set forth under Rule 3-10(f)(4). Further, Note 1 to Rule 3-10(f) provides that any financial information required for subsidiary guarantors under Rule 3-10(f)(4) may be excluded if instead the parent company’s financial statements include a footnote stating, if true, that the parent company has no independent assets or operations, the guarantees of its subsidiaries are full and unconditional and joint and several, and any subsidiaries of the parent company other than the guarantors are minor.

If the Company were currently issuing guaranteed debt securities, all requirements under Rule 3-10(f) would be met to include a footnote of condensed consolidating financial information instead of financial statements. Two subsidiaries other than the Co-Registrants would currently not be considered “minor,” so the requirements of Note 1 would not be met and condensed consolidating financial information would be required. In the future, when and if the Company issues guaranteed debt securities under the Registration Statement, the Company undertakes to make an evaluation of its subsidiaries at that time and include as required either (1) a Rule 3-10(f) condensed consolidating footnote; or (2) a footnote under Note 1 to Rule 3-10(f) if available at that time.

Subsidiary Guarantees, page 5

3.

 We note your disclosure that the senior and subordinated debt security guarantees are unconditional. Please disclose whether the guarantees will be full and unconditional. Further, please disclose whether the guarantees will be joint and several.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure regarding the senior and subordinated debt security guarantees in the Amendment to specify that the guarantees will be full and unconditional and will be joint and several.

                                                      *    *   *   *   *   *   *   *

Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

/s/ H. Richard Walton

H. Richard Walton

Executive Vice President and Chief Financial Officer

cc:

 Sherry Haywood

W. Mark Young (Andrews Kurth Kenyon LLP)

Mail Stop 4631
August 14, 2017

Via E -Mail
H. Richard Walton
Executive Vice President and Chief Financial Officer
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N., Suite 300
Houston, TX  77064

Re: Flotek Industries, Inc.
  Registration Statement on Form S-3
Filed  August 1, 2017
  File No.  333-219618

Dear Mr. Walton :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. We note that Flotek Industries ULC has separately filed your Form S -3 on EDGAR under
its own CIK number, but is neither listed as a co -registrant in your Form S -3 nor in your
Form S -3 legal opinions.  Please r evise to include Flotek Industries ULC as a co -
registrant in the Form S -3 and in your legal opinion or advise.

2. We note your disclosure that the debt securities offered and sold pursuant to this
prospectus may be guaranteed by one or more subsidiary guaran tors.  Rule 3 -10 of
Regulation S -X requires every guarantor of a registered security to file the financial
statements required for a registrant by Regulation S -X, unless an appropriate exemption
applies.  Please revise your prospectus to include either the  financial statements of your
subsidiary guarantors or the footnote presenting condensed consolidating financial

H. Richard Walton
Flotek Industries, Inc.
August 14, 2017
Page 2

 information for your guarantors in your financial statements allowed by Rule 3 -10(f) of
Regulation S -X.

Subsidiary Guarantees, page 5

3. We no te your disclosure that that the senior and subordinated debt security guarantees are
unconditional.  Please disclose whether the guarantees will be full and unconditional.
Further, please disclose whether the guarantees will be joint and several.

We rem ind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleratio n.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3345  with any  questions.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assistant Director
Office of Manufacturing and
Construction

Cc: Via E -Mail
 W. Mark Young, Esq.

Mail Stop 4631

July 5 , 2017

Via E -mail
Mr. H. Richard Walton
Chief Financial  Officer
Flotek Industries , Inc.
10603 W. Sam Houston Parkway N., Suite 300
Houston, Texas 77064

Re: Flotek Industries , Inc.
 Form 10-K for the Year Ended December 31, 2016
Filed February 8, 2017
File No. 1 -13270

Dear Mr. Walton :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

 Sincerely,

/s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

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10603 W. Sam Houston Pkwy N.

Suite 300

Houston, Texas 77064

(713)-849-9911

June 30, 2017

Mr. Terence O’Brien

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Stop 4631

Washington, D.C. 20549

RE:     Flotek Industries, Inc.

Form 10-K for the Year Ended December 31, 2016

Filed February 8, 2017

Form 10-Q for the Period Ended March 31, 2017

Filed May 3, 2017

File No. 1-13270

Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 16, 2017 (the “Comment Letter”), with respect to the above-referenced filings (the “Filings”). For your convenience, we have repeated in bold face type the comment exactly as set forth in the Comment Letter. The Company’s response to the comment is set forth immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

Form 10-K for the Year Ended December 31, 2016

Critical Accounting Policies

Long-Lived Assets Other than Goodwill, page 36

1.

 Please help us better understand why the same factors that resulted in you testing the long-lived assets of the Drilling Technologies and Production Technologies segments for impairment, including declines in drilling rig count, would not also result in you testing the Energy Chemistry Technologies and Consumer and Industrial Chemistry Technologies segments for impairment given that they also serve the oil and gas industry. We also note that you recorded a loss from operations in both 2016 and the three months ended March 31, 2017 after presenting the Drilling Technologies and Production Technologies segments as discontinued and that there was a significant decrease in the cash generated from continuing operations from $25.4 million in 2015 to $2 million in 2016 and a further decrease resulting in cash used in operations during the 3 months ended March 31, 2017.

Response: The Company tested long-lived assets other than goodwill of the Drilling Technologies and Production Technologies segments for impairment during 2016. Operations of these segments closely align with oil and gas production as measured by the drilling rig count. Impairments were recorded for the Drilling Technologies segment

Mr. Terence O’Brien

U.S. Securities and Exchange Commission

June 30, 2017

Page 2

during the three months ended March 31, 2016. Each of these segments experienced declining revenue, flat or decreasing margins, and an increase in loss from operations, excluding the recorded impairment, during 2016 as compared to 2015.

The Energy Chemistry Technologies segment experienced quarterly revenue increases during the second half of 2016, including an increase of 22.5% during the quarter ended December 31, 2016. The Company was successful in promoting the benefits of its CnF® chemistries, and CnF® sales volumes increased 14.7% during 2016 compared to 2015. The gross margin of the segment increased during 2016 compared to 2015. Although the drilling rig count was lower during 2016 than in 2015, the segment’s results were improving to a point where the lower rig count was not an event or circumstance that indicated a possible impairment for this segment.

The Consumer and Industrial Chemistry Technologies segment experienced revenue growth of 32.3% during 2016 compared to 2015 and maintained strong margins and operating results. This segment is not impacted by the drilling rig count as it designs, develops and manufactures products that are sold to companies in the flavor and fragrance industries and specialty chemical industry. The decreased rig count during 2016 was not an event or circumstance that indicated a possible impairment for this segment.

Form 10-Q for the Period Ended March 31, 2017

Capital Resources and Liquidity, page 30

2.

 Please expand your disclosures to better address how you determined that your current sources of cash will be sufficient to meet your cash requirements over the next 12 months in light of the following:

•

 You refer to your total liquidity as available borrowing capacity under the revolving line of credit and available cash. It appears that both of these amounts decreased from December 31, 2016 to March 31, 2017. Specifically, cash and cash equivalents decreased from $4.8 million at December 31, 2016 to $1.8 million at March 31, 2017 and the available borrowing capacity decreased from $16.5 million at December 31, 2016 to $15.2 million at March 31, 2017; and

•

 Your net cash generated from operating activities decreased significantly from $25.5 million during the year ended December 31, 2015 to $2.1 million during the year ended December 31, 2016. You also reported net cash used in operations during the period ended March 31, 2017 of $3 million.

Refer to Item 303(a)(1) and (2) of Regulation S-K.

Response: During the first three months of 2017, the Company funded capital requirements primarily with cash on hand and debt financing. Net cash used in operations during the quarter ended March 31, 2017 was $2.6 million. One factor causing this was a temporary spike in accounts receivable, which has subsequently been reduced to normal levels. The current ratio remained strong at 1.94 to 1.00 at March 31, 2017. The Company has disclosed a reduction in planned capital expenditures for 2017 of approximately $5 million.

Available borrowing capacity under the Company’s revolving line of credit decreased to $15.2 million at March 31, 2017 from $16.5 million at December 31, 2016. The available borrowing capacity has subsequently increased to $31.4 million at May 31, 2017, primarily by reducing debt with cash received from the sales of assets in discontinued operations.

In future filings, the Company will expand disclosures regarding its determination that current sources of cash will be sufficient to meet cash requirements over the next 12 months.

3.

 We note that your amended credit facility entered into in February 2017 among other things modified certain covenants and restrictions. It is not clear if the covenant modifications were made because of your inability to meet the prior covenant terms in place. In this regard, please disclose the actual ratios/amounts as of each reporting date for any material debt covenants for which it is reasonably likely that you will not be able to meet or which could impact your ability to obtain additional debt or equity financing to a material extent. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350.

Response: Although the comment refers to a February 2017 credit facility amendment, the Company assumes the comment is referring to the Seventh Amendment entered into on April 28, 2017, and effective as of March 31, 2017.

Mr. Terence O’Brien

U.S. Securities and Exchange Commission

June 30, 2017

Page 3

As described in the Company’s Form 8-K filed on May 1, 2017, this amendment (i) revised the definition of Adjusted EBITDA to include the loss from discontinued operations of the Company’s Drilling Technologies and Production Technologies businesses, (ii) revised the definition of CapEx Trigger Period to reduce to $10 million from $15 million the threshold for undrawn availability for the month-end of April, May and June 2017, and (iii) reduced the threshold for undrawn availability to $10 million from $15 million for the month-end of April, May and June 2017, needed to continue the maximum annual capital expenditures permitted under the credit facility at $20 million rather than reduce it to $15 million.

There were no covenants requiring a calculation involving the definition of Adjusted EBITDA until the quarter ended March 31, 2017. The definition was modified effective March 31, 2017 to specifically include the loss from discontinued operations. Discussions the Company had with the lender indicated the lender intended to include this loss as an add-back to Adjusted EBITDA following the new definition of Permitted Business-Line Disposition added effective September 30, 2016, but only after the approximate amount of the loss was known.

This amount of undrawn availability exceeded $15 million each month-end through March 2017. The Company expected sales proceeds from the sales of its Drilling Technologies and Production Technologies businesses to occur before the end of May 2017, but unexpected delays in closings could have temporarily caused undrawn availability at the end of April, May or June 2017 to dip below $15 million.

The Company closely monitors its compliance with debt covenants and was in compliance with all material covenants as of the quarter ended March 31, 2017. The fixed charge coverage ratio, which includes a calculation using Adjusted EBITDA, was 2.96 to 1.00 compared to its covenant of not less than 1.00 to 1.00. In addition, the minimum undrawn availability at all month-ends during the quarter ended March 31, 2017 exceeded $15 million. The undrawn availability at April 30, 2017 and May 31, 2017 was $11.5 million and $31.4 million, respectively. Sales of substantially all of the Company’s Drilling Technologies and Production Technologies businesses closed in May 2017.

The Company has been able to meet all of its material debt covenants and expects to remain in compliance with its material debt covenants. In the event the Company determines it is reasonably likely that it will not be able to meet its material debt covenants or that compliance with such material debt covenants is reasonably likely to impact its ability to obtain necessary debt or equity financing to a material extent, the Company will disclose these circumstances in its periodic filings with the Commission.

                                                      *    *   *   *   *   *   *   *

Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

/s/ H. Richard Walton

H. Richard Walton

Executive Vice President and Chief Financial Officer

cc:

 Nudrat Salik

W. Mark Young (Andrews Kurth Kenyon LLP)

Mail Stop 4631
June 16 , 2017

Via E -mail
Mr. H. Richard Walton
Chief Financial  Officer
Flotek Industries , Inc.
10603 W. Sam Houston Parkway N., Suite 300
Houston, Texas 77064

Re: Flotek Industries , Inc.
 Form 10-K for the Year Ended December 31, 2016
Filed February 8, 2017
Form 10 -Q for the Period Ended March 31, 2017
Filed May 3, 2017
File No. 1 -13270

Dear Mr. Walton :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.  After
reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2016

Critical Accounting Policies

Long -Lived Assets Other than Goodwill, page 36

1. Please help us better understand why the same factors that resulted in you testing the
long-lived assets of the Drilling Technologies and Production Technologies segments for
impairment, including declines in drilling rig count , would not also result in yo u testing
the Energy Chemistry Technologies and Consumer and Industrial Chemistry
Technologies segments for impairment given that they also serve the oil and gas industry.
We also note that you recorded a loss from operation s in both 2016 and the three mo nths
ended March 31, 2017 after presenting the Drilling Technologies and Production
Technologies segments as discontinued  and that there was a significant decrease in the
cash generated from  continuing operations from $25.4 million in 2015 to $2 million  in

Mr. H. Richard Walton
Flotek Industries, Inc.
June 16 , 2017
Page 2

 2016 and a further decrease resulting in cash used in operations during the 3 months
ended March 31, 2017.

Form 10 -Q for the Period Ended March 31, 2017

Capital Resources and Liquidity, page 30

2. Please expand your disclosures to better address how you determined that your current
sources of cash will be sufficient to meet your cash requirements over the next 12 months
in light of the following:
 You refer to your total liquidity as available borrowing capacity under the revolving
line of credit and a vailable cash.  It appears that both of these amounts decreased
from December 31, 2016 to March 31, 2017.  Specifically, cash and cash equivalents
decreased from $ 4.8 million at December 31, 2016 to $1.8 million at March 31, 2017
and the available borrowin g capacity decreased from $16.5 million at December 31,
2016 to $15.2 million at March 31, 2017 ; and
 Your net cash generated from operating activities decreased significantly  from $25.5
milli on during the year ended December 31, 2015 to $ 2.1 million during  the year
ended December 31, 2016.  You also reported net cash used in operations during the
period ended March 31, 2017 of $3 million.
Refer to Item 303(a)(1) and (2) of Regulation S -K.

3. We note that your amended credit facility entered into in February 2017 among other
things modified certain covenants and restrictions.  It is not clear if the covenant
modifications were made because of your inability to meet the prior covenant terms in
place.  In this regard, please disclose the actual ratios/am ounts as of each reporting date
for any material debt covenants for which it is reasonably likely that you will not be able
to meet or which could impact your ability to obtain additional debt or e quity financing to
a material extent.  See Sections I.D and IV.C of the SEC Interpretive Release No. 33 -
8350.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any revie w, comments, action or absence of
action by the staff.  If you have any questions regarding these comments, please direct them to
Nudrat Salik , Staff Accountant, at (202) 551 -3692 or, in her absence , Al Pavot, Staff Accountant,
at (202) 551 -3738 .

 Sincerely,

/s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

Mail Stop 4631

January 21, 2016

Via E -mail
Mr. Robert M. Schmitz
Chief Financial Officer
Flotek Industries, Inc.
10603 West Sam Houston Parkway North, Suite 300
Houston , Texas 7 7064

RE: Flotek Industries, Inc.
Form 10 -K for the Year E nded December 31, 2014
Filed January 27 , 2015
File No. 1 -13270

Dear Mr. Schmitz :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securiti es laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules requir e.

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

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10603 W. Sam Houston Pkwy N.

Suite 300

Houston, Texas 77064

(713)-849-9911

January 15, 2016

Mr. Terence O’Brien

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Stop 4631

Washington, D.C. 20549

RE:     Flotek Industries, Inc.

Form 10-K for the Year Ended December 31, 2014

Filed January 27, 2015

Form 10-Q for the Period Ended September 30, 2015

Filed October 21, 2015

Response dated December 17, 2015

File No. 1-13270

Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 23, 2015 (the “Comment Letter”), with respect to the above-referenced filings (the “Filings”). For your convenience, we have repeated in bold face type the comment as set forth in the Comment Letter. The Company’s response to the comment is set forth immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

Form 10-Q for the Period Ended September 30, 2015

Management’s Discussion and Analysis

1.

 We note your response to comment 4 of our letter dated December 3, 2015. Your response to comment 3 indicates that the drop off in business resulting from declines in oil prices and the active drilling rig count was an event or circumstance that caused you to consider whether goodwill should be tested for impairment and led to you to test the goodwill of the Teledrift reporting unit for impairment. It is not clear what considerations were given to these same factors in determining whether assets or asset groups related to your Drilling Technologies and Production Technologies segments should be tested for impairment. In this regard, please help us better understand the nature of the preliminary analyses that you performed which did not indicate that the carrying amount of property and equipment within these segments would not be recoverable. Please also clarify whether there are specific assets or asset groups associated with the business of repairing motors in the South region which you have now decided to exit or other assets that would be impacted by your reduction in motor fleet in the North region.

Mr. Terence O’Brien

U.S. Securities and Exchange Commission

January 15, 2016

Page 2

Response:   Following impairment charges for inventory ($18.0 million) and rental equipment ($2.3 million) recorded in the second quarter of 2015, an assessment was made regarding possible impairment of property and equipment for (a) the Drilling Technologies asset group and (b) the Production Technologies asset group.

An analysis of the Drilling Technologies asset group showed that discounted future cash flows exceeded the carrying amount of this asset group.  In addition, projected future cash flows considering only rental tools would exceed the carrying amount of this asset group in approximately six years.  These preliminary analyses clearly indicated that the carrying amount of property and equipment would be recoverable and therefore, the Company did not perform an undiscounted future cash flow analysis for this asset group.

An analysis of the Production Technologies asset group showed that projected future cash flows from two recently introduced products significantly exceeded the carrying amount of this asset group.  This preliminary analysis clearly indicated that the carrying amount of property and equipment would be recoverable and therefore, the Company did not perform a more complete analysis of undiscounted future cash flows for this asset group.

Parts inventories and motor rental equipment in both the North and South regions were reviewed during the second quarter of 2015 following the decision to exit the business of repairing motors in the South region (domestic) and reduce the motor fleet in the North region (domestic).  Inventory and rental equipment considered to be impaired were included in the impairment charge recorded in the second quarter of 2015.  There are no additional specific assets or asset groups that are impacted by the exit of the motor repair business in the South region or other assets that are impacted by the reduction in the motor fleet in the North region.

                                                      *    *   *   *   *   *   *   *

The Company acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

/s/ Robert M. Schmitz

Robert M. Schmitz

Executive Vice President and Chief Financial Officer

cc:

 Nudrat Salik

W. Mark Young (Andrews Kurth LLP)

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10603 W. Sam Houston Pkwy N.

Suite 300

Houston, Texas 77064

(713)-849-9911

January 6, 2016

Mr. Terence O’Brien

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Stop 4631

Washington, D.C. 20549

RE:     Flotek Industries, Inc.

Form 10-K for the Year Ended December 31, 2014

Filed January 27, 2015

Form 10-Q for the Period Ended September 30, 2015

Filed October 21, 2015

Response dated December 17, 2015

File No. 1-13270

Dear Mr. O’Brien:

We have received the comment from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated December 23, 2015, with respect to the above-referenced filings.  We respectfully request an additional five business days, until January 15, 2016, to respond to your comment.

A copy of this letter has been furnished on EDGAR as correspondence.

Very truly yours,

/s/ Robert M. Schmitz

Robert M. Schmitz

Executive Vice President and Chief Financial Officer

cc:

 Nudrat Salik

W. Mark Young (Andrews Kurth LLP)

Mail Stop 4631

December 23, 2015

Via E -mail
Mr. Robert M. Schmitz
Chief Financial Officer
Flotek Industries, Inc.
10603 West Sam Houston Parkway North, Suite 300
Houston , Texas 7 7064

RE: Flotek Industries, Inc.
Form 10 -K for the Year E nded December 31, 2014
Filed January 27 , 2015
Form 10 -Q for the Period Ended September 30, 2015
Filed October 21 , 2015
Response dated December 17, 2015
File No. 1 -13270

Dear Mr. Schmitz :

We have reviewed your response letter dated December 17, 2015 and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -Q for the Period Ended September 30, 2015

Management’s Discussion and Analysis

1. We note your response to com ment 4 of our letter dated June 24 , 2015.   Your response to
comment 3 indicates that the drop off in business resulting from declines in oil prices and
the active drilling rig count was an event or circumstance that caused you to consider
whether goodwill should be tested for impairment and led t o you to test the goodwill of
the Teledrift reporting unit for impairment.  It is not clear what considerations were given
to these same factors in determining whether assets or asset groups related to your

Mr. Robert M. Schmitz
Flotek Industries, Inc.
December 23, 2015
Page 2

 Drilling Technologies and Production Technologies  segments should be tested for
impairment.  In this regard, please help us better understand the nature of the preliminary
analyses that you performed which did not indicate that the carrying amount of property
and equipment within these segments would not  be recoverable.  Please also clarify
whether there are specific assets or asset groups associated with the business of repairing
motors in the South region which you have now decided to exit or other assets that would
be impacted by your reduction in moto r fleet in the North region.

If you have any questions regarding these comments, please direct them to Nudrat Salik,
Staff Accountant, at (202) 551 -3692 or, in her absence, to me at (202) 551 -3355.

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

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		CORRESP

10603 W. Sam Houston Pkwy N.

Suite 300

Houston, Texas 77064

(713)-849-9911

December 17, 2015

Mr. Terence O’Brien

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Stop 4631

Washington, D.C. 20549

RE:     Flotek Industries, Inc.

Form 10-K for the Year Ended December 31, 2014

Filed January 27, 2015

Form 10-Q for the Period Ended September 30, 2015

Filed October 21, 2015

File No. 1-13270

Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 3, 2015 (the “Comment Letter”), with respect to the above-referenced filings (the “Filings”). For your convenience, we have repeated in bold face type the comment exactly as set forth in the Comment Letter. The Company’s response to the comment is set forth immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

Form 10-Q for the Period Ended September 30, 2015

Management’s Discussion and Analysis

1.

 During the three months ended June 30, 2015, as a result of decreased rig activity and its impact on management’s expectations for future market activity, you shifted the focus of your Drilling Technologies and Production Technologies segments.  As a result of these changes and projected declines in asset utilization, you recorded a pre-tax impairment charge of $20.4 million, which compares to a loss before income taxes of $18.6 million recorded for the nine months ended September 30, 2015.  Please expand your disclosures to address the businesses and markets that you have shifted your focus to in regards to the Drilling Technologies segment.

Response:   As a result of changes in the oil, gas and mining industries that have primarily occurred since the beginning of 2015, the Company took a close look at possible impairments and the focus of its future operations during the second quarter of 2015.  With deterioration in the operating environment evident through decreased rig activity and with management’s changing expectations for future market activity, operating changes were identified within the Drilling Technologies and Production Technologies segments.

Mr. Terence O’Brien

U.S. Securities and Exchange Commission

December 17, 2015

Page 2

Because the Company’s outlook for an industry recovery extended well into the future, the Company decided to exit its business of repairing motors in its South region (domestic).  The Company also reduced the motor fleet in its North region (domestic).  The industry has moved from vertical drilling to horizontal drilling, and is now moving to a dominance of pad drilling.  As a result of these changes in drilling, the Company has shifted its focus to international markets, actuated tool rentals, and the Teledrift® and Stemulator® product lines of the Drilling Technologies segment.

The Company will expand its disclosure in future filings to discuss its shift in focus and significant results from this change in market focus.

2.

 You discuss the impact of decreased rig activity on your revenues in your results of operations discussion.  Please also discuss the expected impact of this trend as well as the change in focus of the Drilling Technologies and Production Technologies segments on your future revenues and income from continuing operations.  Refer to Item 303(a)(3)(ii) of Regulation S-K.

Response:   The Company has increased its focus on international sales and its Teledrift® and Stemulator® product lines in the Drilling Technologies segment.

Trends and uncertainties are discussed in the “Market Conditions” and “Company Outlook” sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  With respect to the identified decrease in rig activity and the changed focus in the Drilling Technologies and Production Technologies segments, further decreases in rig activity could cause further reductions in revenue and income from operations.

In future filings, the Company will expand disclosures related to expected significant changes in revenue and income from continuing operations resulting from changes in rig activity, international sales and acceptance of the Teledrift® and Stemulator® product lines.

3.

 As you note in your critical accounting policy for goodwill in your Form 10-K for the year ended December 31, 2014, goodwill is tested if an event occurs or circumstances change that would indicate a potential impairment.  Please tell us whether the same factors that led to the recording of these impairment charges also resulted in you testing goodwill for impairment.  To the extent that any of your reporting units had estimated fair values that were not substantially in excess of the carrying value if a test was performed and to the extent that goodwill for these reporting units, in the aggregate or individually, if impaired, could materially impact your operating results, please provide the following disclosures for each of these reporting units:

•

 Identify the reporting unit;

•

 The percentage by which fair value exceeds the carrying value as of the most-recent step-one test;

•

 The amount of goodwill;

•

 A description of the methods and key assumptions used and how the key assumptions were determined;

•

 A discussion of the degree of uncertainty associated with the key assumptions.  The discussion regarding uncertainty should provide specifics to the extent possible; and

•

 A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting Policies for guidance.

Response:   The Company’s business remained strong through 2014.  This is demonstrated through record revenue, record earnings and record earnings per share for each successive quarter during 2014.  Revenue declines related to falling crude oil prices were experienced during the first quarter of 2015 and, compared to the fourth quarter of 2014, declined 33.8%.  Significant revenue and margin declines, primarily resulting from the 45% decline in the U.S. drilling rig count during the quarter, were experienced by the Drilling Technologies segment.

The business of the Drilling Technologies segment is closely aligned with the drilling rig count.  The rig count continued to decline during the second quarter of 2015.  Also during the quarter, revenue of the Drilling Technologies segment continued to decline at over 30% compared to the previous quarter, although the segment’s gross margin was rising moderately.  The drop off in business resulting from declines in oil prices and the active drilling rig count was an event or circumstance that caused the Company to test its recorded goodwill within the

Mr. Terence O’Brien

U.S. Securities and Exchange Commission

December 17, 2015

Page 3

Teledrift® reporting unit within the Drilling Technologies segment (deterioration in the operating environment and overall financial performance of the reporting unit).  In addition, the Company took a look at its business to ascertain whether there were operating changes that needed to be made.

Impairment of goodwill was not tested for other reporting units.  Revenue and margins in the Energy Chemistry Technologies and the Consumer and Industrial Chemistry Technologies reporting units were increasing during the second quarter of 2015.  Goodwill of $1.7 million in the Production Technologies reporting unit resulted from a 2015 acquisition which provided an avenue for new products and additional revenue.

Goodwill of $15.3 million in the Teledrift® reporting unit was tested for impairment during the second quarter of 2015.  The primary technique utilized in estimating the fair value of the Teledrift® reporting unit was a discounted cash flow analysis.  Discounted cash flow analysis requires us to make various judgments, estimates and assumptions about future revenue, margins, growth rates, capital expenditures, working capital and discount rates.

The first step in the impairment testing process compared the estimated fair value of the reporting unit to its carrying amount, including goodwill.  The analysis produced a fair value in excess of the carrying amount by approximately 97% for the Teledrift® reporting unit.  Because the fair value of the reporting unit exceeded its carrying amount, the second step of the goodwill impairment test was not necessary.

Key assumptions and estimates were based on experience of the Company’s management, experience with past recessions within the oil and gas industry (specifically the 2008/2009 recession), and published external perspectives of recovery timing.  Key assumptions used in the discounted cash flow analysis included:

•

 North America rig count bottoms around 850 in 2015 and returns to 1,050 rigs by year end to average 1,060 rigs for 2015.  Rig count climbs to 1,400 in 2016 to average 1,275 rigs for 2016, grows 5% annually for 2017 through 2021, and then grows 2.5% annually through 2024;

•

 International revenue grows 5% annually;

•

 Domestic rental revenue per rig and total domestic revenue per rig stay within the previous three year range;

•

 International indirect expenses remain 2.5% of total international revenue;

•

 Domestic indirect expense percentages slowly return to historical levels;

•

 Margins stay in historical ranges;

•

 Working capital ratios remain consistent; and

•

 Risk premium related to foreign country security and government stability.

There are significant inherent uncertainties and judgments involved in estimating fair value.  An extension or deepening of the industry downturn could have a negative impact on the cash flow analysis.  While we believe we have used reasonable estimates and assumptions to estimate the fair value of the Teledrift® reporting unit, it is possible that material changes could occur due to factors impacting our industry.  If actual results are not consistent with our estimates and assumptions during the second quarter testing, such as future revenue, operating margins, growth rates and discount rates, we may be required to reassess our goodwill for impairment in future quarters.

In our Form 10-K for the year ending December 31, 2015, we will include a description of all impairment testing performed during 2015 (including testing during the fourth quarter) in the “Critical Accounting Policies and Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  This disclosure will include a description of the valuation method used to determine fair value of the reporting units, the material assumptions used in the valuation method, and the sensitivity of those assumptions.

Mr. Terence O’Brien

U.S. Securities and Exchange Commission

December 17, 2015

Page 4

4.

 As you note in your critical accounting policy for goodwill in your Form 10-K for the year ended December 31, 2014, property and equipment is tested for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable.  Please tell us whether the same factors that led to the recording of these impairment charges also resulted in you testing assets or asset groups related to these impacted segments for impairment.  To the extent that any of these assets or asset groups had expected undiscounted future cash flows that were not substantially in excess of the carrying values and to the extent that an impairment of these asset amounts, in the aggregate or individually, could materially impact your operating results or total equity, please provide the following disclosures related to those assets or asset groups:

•

 The percentage by which the undiscounted cash flows exceed the carrying value;

•

 The carrying value of these assets;

•

 A description of the methods and key assumptions used and how the key assumptions were determined;

•

 A discussion of the degree of uncertainty associated with the key assumptions.  The discussion regarding uncertainty should provide specifics to the extent possible; and

•

 A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial     Reporting Policies for guidance.

Response:  Before assessing a possible impairment of property and equipment, the carrying amount of other assets and liabilities included in the Drilling Technologies and Production Technologies asset groups were reviewed.  Because there were changes in our focus of business within these segments and projected declines in asset utilization, specific impairment charges for inventory ($18.0 million) and rental equipment ($2.3 million) were recorded in the second quarter of 2015.

Preliminary analyses following recognition of these impairment charges did not indicate that the carrying amount of property and equipment within the Drilling Technologies and Production Technologies asset groups would not be recoverable.  As a result, the Company did not perform an undiscounted future cash flow analysis for  property and equipment in either segment in the second quarter of 2015.

                                                      *    *   *   *   *   *   *   *

The Company acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

/s/ Robert M. Schmitz

Robert M. Schmitz

Executive Vice President and Chief Financial Officer

cc:

 Nudrat Salik

W. Mark Young (Andrews Kurth LLP)

Mail Stop 4631

December 3, 2015

Via E -mail
Mr. Robert M. Schmitz
Chief Financial Officer
Flotek Industries, Inc.
10603 West Sam Houston Parkway North, Suite 300
Houston , Texas 7 7064

RE: Flotek Industries, Inc.
Form 10 -K for the Year E nded December 31, 2014
Filed January 27 , 2015
Form 10 -Q for the Period Ended September 30, 2015
Filed October 21 , 2015
File No. 1 -13270

Dear Mr. Schmitz :

We have reviewed your filing s and have the following comment s.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comment  appli es to your facts and circumstances, please tell us why in your
response.

After reviewing the information yo u provide in response to these  comment s, we may
have  additional comments.

Form 10 -Q for the Period Ended September 30, 2015

Management’s Discussion and Analysis

1. During the three months ended June  30, 2015, as a result of decreased rig activity and its
impact on management’s expectations for future market activity, you shifted the focus of
your Drilling Technologies and Production Technologies segments.  As a resul t of these
changes and projected declines in asset utilization, you recorded a pre -tax impairment
charge of $20.4 million, which compares to a loss before income taxes of $18.6 million

Mr. Robert M. Schmitz
Flotek Industries, Inc.
December 3 , 2015
Page 2

 recorded for the nine months ended September 30, 2015.  Please expand y our disclosures
to address the businesses and markets that you have shifted your focus to in regards to the
Drilling Technologies segment .

2. You discuss the impact of decreased rig activity on your revenues in your results of
operations discussion.  Please also discuss the expected impact of this trend as well as the
change in focus of the Drilling Technologies and Production Technologies segme nts on
your future revenues and  income from continuing operations.  Refer to Item 303(a)(3)(ii)
of Regulation S -K.

3. As you note in your critical accounting policy for goodwill in your Form 10 -K for the
year ended December 31, 2014, goodwill is tested if an  event occurs or circumstances
change that would indicate a potential impairment.  Please tell us whether the same
factors that led to the recording of these impairment charges also resulted in you testing
goodwill for impairment.  T o the extent that any o f your reporting units had estimated fair
values that were  not substantially in excess of the carrying value if a test was performed
and to the extent that goodwill for these reporting units, i n the aggregate or individually,
if impaired, could materially impact your operating results, please provide the following
disclosures for each of these reporting units:
 Identify the reporting unit;
 The percentage by which fair value exceeds the carrying value as of the most -
recent step -one test;
 The amount of good will;
 A description of the methods and key assumptions used and how the key
assumptions were determined ;
 A discussion of the degree of uncertainty associated with the key assumptions.
The discussion regarding uncertainty should provide specifics to the ex tent
possible; and
 A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303 of Regulation S -K and Sections 216 and 501.14 of the SEC´s
Codificatio n of Financial Reporting Policies for guidance .

4. As you note in your critical accounting policy for goodwill in your Form 10 -K for the
year ended December 31, 2014, property and equipment is tested for impairment
whenever events or changes in circumstan ces indicate the carrying value of the asset may
not be recoverable.   Please tell us whether the same factors that led to the recording of
these impairment charges also resulted in you testing assets or asset groups related to
these impacted segments for i mpairment.  To the extent that any of these assets or asset
groups had expected undiscounted future cash flows that were not substantially in excess
of the carrying values and to the extent that an impairment of these asset amounts, in the
aggregate or ind ividually, could materially impact your operating results or total equity,
please provide the following disclosures related to those assets or asset groups:

Mr. Robert M. Schmitz
Flotek Industries, Inc.
December 3 , 2015
Page 3

  The percentage by which the undiscounted cash flows exceed the carrying value;
 The carrying value of these assets;
 A description of the methods and key assumptions used and how the key
assumptions were determined ;
 A discussion of the degree of uncertainty associated with the key assumptions.
The discussion regarding uncertainty should provide specific s to the extent
possible; and
 A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303 of Regulation S -K and Sections 216 and 501.14 of the SEC´s
Codification of Financial Reporting Policies fo r guidance.

We urge all persons who are responsible for the accuracy and adequacy 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 compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide a written statement from the co mpany
acknowledging that:

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

If you have any questions regarding these comments, please direc t them to Nudrat Salik,
Staff Accountant, at (202) 551 -3692 or, in her absence, to me at (202) 551 -3355.

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

December 29, 2014

Via Fac simile
Mr. H. Richard Walton
Executive Vice President
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N. #300
Houston, Texas  77064

Re: Flotek  Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed February 10, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 18, 2014
File No. 1 -13270

Dear Mr. Walton:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Secu rities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash, for

 Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 10603 W. Sam Houston Pkwy N.

Suite 300

 Houston, Texas 77064

 (713)-849-9911

December 22, 2014

 Mr. Terrence
O’Brien

 Accounting Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E. Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 10, 2014

Definitive Proxy Statement on Schedule 14A

Filed April 18, 2014

File No. 1-13270

 Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to a comment received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 9, 2014 (the “Comment Letter”), with
respect to the above-referenced filings (the “Filings”). For your convenience, we have repeated in bold face type the comment exactly as set forth in the Comment Letter. The Company’s response to the comment is set forth
immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

 Definitive Proxy Statement on Schedule
14A

 Summary Compensation Table, page 22

1.
Note (a) to the supplemental table detailing all other compensation states that the company paid a total of $700,000 to Mr. Chisholm’s companies and that this amount is reflected in the
“Bonus” column in the summary compensation table. However, the bonus reflected in that column is only $450,000. Please tell us the basis for this discrepancy, and ensure that future filings clearly and accurately reflect the amounts
required in the columns.

 We note that all of the executive officers elected to receive 50% of their target bonus
award in equity for 2013. In future filings, please ensure that the amount of any bonus foregone at the election of an officer for which they instead received equity-based compensation is included in a footnote to the “Bonus” column as
required by Instruction 2 to Item 402 (c)(ii)(iv) of Regulation S-K.

 Mr. Terrence O’Brien

U.S. Securities and Exchange Commission

 December 22, 2014

 Page
 2

 Response: Information in the supplemental table detailing all other compensation and
the information in the summary compensation table is correct; however, note (a) to the table detailing all other compensation erroneously includes $550,000 paid to Protechnics that was earned in 2014, not in 2013. This payment was not part of
Mr. Chisholm’s 2013 bonus compensation, and will be included in his compensation disclosure for 2014.

 Note (a) should have
read as follows: “Mr. Chisholm received $836,750 in 2013 related to his services contract with the Company, including $150,000 paid to CMI as bonus, which is included in the “Bonus” column on the Summary Compensation table.”

All executive officers elected to receive 50% of their target bonus award in equity for 2013. The actual bonus earned, including cash to be
paid and shares to be issued, is included in the “Bonus” column on the Summary Compensation table. The Annual Bonus Compensation section on page 15 of the Definitive Proxy Statement includes a table with a footnote detailing the shares
awarded to each executive officer under his equity election.

 In future filings, we will include a footnote to the “Bonus”
column on the summary compensation table to specifically disclose the amount of cash foregone and the number of shares awarded based on any equity election made by the executive officer as required by Instruction 2 to Item 402(c)(2)(iv) of
Regulation S-K.

 Mr. Terrence O’Brien

U.S. Securities and Exchange Commission

 December 22, 2014

 Page
 3

 The Company acknowledges the following: (i) the Company is responsible for the adequacy
and accuracy of the disclosure in the Filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and (iii) the Company may not
assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the
review process.

Very truly yours,

/s/ H. Richard Walton

 H. Richard Walton

 Executive Vice President and
Chief Financial Officer

cc:
Tracie Towner (SEC)

Edward Kelly (SEC)

W. Mark Young (Andrews Kurth LLP)

December 9, 2014

Via Fac simile
Mr. H. Richard Walton
Executive Vice President
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N. #300
Houston, Texas 77064

Re: Flotek  Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed February 10, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 18, 2014
File No. 1 -13270

Dear Mr. Walton :

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 understand your
disclosure.

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

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

Definitive Proxy Statement on Schedule 14A

Summary Compensation Table, page 22

1. Note (a) to the suppleme ntal table detailing all other compensation states that the
company paid a total of $700,000 in bonus to Mr. Chisholm’s companies and that this
amount is reflected in the “Bonus” column in the summary compensation table.
However, the bonus reflected in th at column is only $450,000.  Please tell us the basis for
this discrepancy, and ensure that future filings clearly and accurately reflect the amounts
required in the columns.

H. Richard Walton
Flotek Industries, Inc.
December 9, 2014
Page 2

 We note that all of the executive officers elected to receive 50% of their targ et bonus
award in equity for 2013.  In future filings, please ensure that the amount of any bonus
foregone at the election of an officer for which they instead received equity -based
compensation is included in a footnote to the “Bonus” column as required b y Instruction
2 to Item 402(c)(ii)(iv) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy 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 to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not fore close
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You m ay contact Tracie Towner , Staff Accountant , at (202) 551 -3744 , or Alfred Pavot ,
Staff Accountant, at (202) 551 -3738  if you have questions regarding comments on the financial
statements and related matters. You may contact  Edward Kelly , Staff Attorney , at (202) 551 -
3728, Pamela Long, Assistant Director, at (202) 551 -3765,  or me at (2 02) 551 -3355  with any
other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief

January 2 7, 2014

Via Fac simile
Mr. H. Richard Walton
Executive Vice President
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N. #300
Houston, Texas 77064

Re: Flotek  Industries, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed March 13, 2013
File No. 1 -13270

Dear Mr. Walton :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 10603 W. Sam Houston Pkwy N., Suite 300

Houston, Texas 77064

 (713)
849-9911

 January 10, 2014

Mr. Terence O’Brien

 Accounting Branch Chief

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E. Stop 4631

Washington, D.C. 20549

RE:
Flotek Industries, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 13, 2013

 File
No. 1-13270

 Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to a comment received from
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 23, 2013 (the “Comment Letter”), with
respect to the above-referenced filing (the “Filing”). For your convenience, we have repeated in bold face type the comment exactly as set forth in the Comment Letter. The Company’s response to the comment is set forth
immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

 Form 10-K for the Fiscal Year Ended
December 31, 2012

 Critical Accounting Policies and Estimates, Page 31

Income Taxes, page 34

1.
We note you reversed $18.6 million of your deferred tax asset valuation allowance in fiscal year 2012. Your disclosure in Note 12 indicates this determination was based on consideration of the objectively verifiable
positive evidence for projecting future income, which included primarily determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Given the impact of the
reversal of the valuation allowance on your 2012 net income, please expand your disclosure in future filings to quantify and discuss the material positive and negative evidence you considered, along with how it was weighed, in determining that it is
more likely than not that your deferred tax assets will be realized. Refer to the guidance in ASC 740-10-30-16 through 30-25.

 Mr. Terence O’Brien

U.S. Securities and Exchange Commission

 January 10, 2014

 Page
 2

 Response: A valuation allowance is recorded to reduce previously recorded tax assets
when it becomes more-likely-than-not such assets will not be realized. The Company evaluates, at least annually, net operating loss carry forwards and other

deferred tax assets and considers all available evidence, both positive and negative, to determine whether a valuation allowance is necessary
relative to net operating loss carry forwards and other deferred tax assets. In making this determination, the Company considers cumulative losses in recent years as significant negative evidence. The Company considers recent years to mean the
current year plus the two preceding years. The Company considers the recent cumulative income or loss position of its filing groups as objectively verifiable evidence for the projection of future income, which consists primarily of determining the
average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on this analysis, the Company determines whether a valuation allowance is necessary.

In 2009, general economic deterioration and, in particular, a downturn in the oil and gas industry had a negative impact on earnings. The
Company incurred losses and, during the three months ended September 30, 2009, it violated certain debt covenants. As a result, the Company disclosed that it might not be able to continue as a going concern if it was unable to secure additional
financing and successfully implement corrective actions to remain listed on the NYSE. The Company was unable to project income from future events or the consideration of tax planning strategies. Accordingly, at September 30, 2009, management
determined it was appropriate to record a full valuation allowance against its deferred tax assets.

 The Company’s tax filing group
with net operating loss carryforwards continued to have operating losses during each quarter of 2010. Beginning with the first quarter of 2011, this tax filing group returned to profitability. Profits continued during each subsequent quarter of 2011
and during each quarter of 2012. As of December 31, 2012, this tax filing group was no longer in a cumulative loss position for the most recent 12-quarter period. The calculated average annual income for this 12-quarter period, adjusted for a
nonrecurring impairment of fixed assets in 2010, was $3,047. The calculated average annual income was projected for future years in the loss carryforward period. This projection of income and reversing temporary differences demonstrated that the net
operating loss would be fully utilized during the carryforward period.

 The Company weighed the negative evidence of the existence of a
recent cumulative loss more heavily than the positive evidence of a return to profitability during 2011 and 2012. Not being in a cumulative loss position as of December 31, 2012 removed the significant negative evidence. In addition, the tax
filing group now had eight consecutive quarters of profitability, and projections of income based on objectively verifiable positive evidence provided additional positive evidence. The Company also considered other factors, including a determination

 Mr. Terence O’Brien

U.S. Securities and Exchange Commission

 January 10, 2014

 Page
 3

that there were no unsettled circumstances that, if unfavorably resolved, would adversely affect future operations or profit levels in future years and the fact that the Company does not operate
in a traditionally cyclical business. Based on the weight of the above positive evidence and a lack of negative evidence, the Company removed the valuation allowance for deferred tax assets of $16.5 million at December 31, 2012 and recognized a
reduction of deferred federal income tax expense.

 The tax filing group was in a cumulative loss position for the most recent 12-quarter
periods ended on March 31, June 30 and September 30, 2012.

 The Company will expand its disclosure in future filings
to quantify and discuss the material positive and negative evidence considered, along with how it was weighed, in determining that it is more likely than not that its deferred tax assets will be realized.

The Company acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filing;
(ii) 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 (iii) the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please let us know if you
have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

 /s/ H. Richard Walton

H. Richard Walton

Executive Vice President and Chief Financial Officer

cc:
Tracie Towner (SEC)

 W. Mark Young (Andrews Kurth LLP)

December 23, 2013

Via Facsimile
Mr. H. Richard Walton
Executive Vice President
Flotek Industries, Inc.
10603 W. Sam Houston Parkway N. #300
Houston, Texas 77064

Re: Flotek Industries , Inc.
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed March 13, 2013
File No. 1 -13270

Dear Mr. Walton :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand 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 comme nts apply to your 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 and the information you provide in
response to these  comments, we may have  additio nal comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Critical Accounting Policies and Estimates, page 31

Income Taxes, page 34

We note you reversed $18.6 million of your deferred tax asset valuation allowance in fiscal year
2012.  Your dis closure in Note 12 indicates this determination was based on consideration of the
objectively verifiable positive evidence for projecting future income, which included primarily
determining the average of the pre -tax income of the current and prior two yea rs after adjusting
for certain items not indicative of future performance.  Given the impact of the reversal of the
valuation allowance on your 2012 net income, please expand your disclosure in future filings to
quantify and discuss the material positive a nd negative evidence you considered, along with how
it was weighed, in determining that it is more likely than not that your deferred tax assets will be
realized.  Refer to the guidance in ASC 740 -10-30-16 through 30 -25.

Mr. H. Richard Walton
Flotek Industries, Inc.
December 23, 2013
Page 2

 Closing Comments

We urge all perso ns who are responsible for the accuracy and adequacy 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 manage ment are
in possession of all facts relating to 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
acknowledgi ng that:

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

You may contact  Tracie Towner at (202) 551 -3744  if you have questions regarding
comments on the financial  statements and related matters.  Please contact me at (202) 551 -3355
with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

SEC Comment Response

 600 Travis, Suite 4200

Houston, Texas 77002

 713.220.4200
Phone

 713.220.4285 Fax

andrewskurth.com

January 28, 2012

 VIA
EDGAR AND EMAIL

 Mr. Nicholas P. Panos

Senior Special Counsel—Office of Mergers & Acquisitions

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C.
20549-3628

Re:
Flotek Industries, Inc.

Schedule TO-I

 Filed January 11, 2013

 File No. 005-51879

Dear Mr. Panos:

 Set forth
below are the responses of Flotek Industries, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), to the comments received from the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 22, 2013, with respect to the Company’s Issuer Tender
Offer Statement on Schedule TO-I, filed with the Commission on January 11, 2013, File No. 005-51879 (the “Schedule TO-I”) with respect to its Offer to Purchase, dated January 11, 2013 (the “Offer to
Purchase”), all of its outstanding 5.25% Senior Convertible Notes due 2028 (the “Notes’). Each response below has been prepared and is being provided by the Company, which has authorized Andrews Kurth LLP to
respond to the Staff’s comments on its behalf.

 Concurrently with the submission of this response letter, we are filing,
through EDGAR, Amendment No. 1 to the Schedule TO-I (“Amendment No. 1”), which includes as an exhibit the First Supplement (the “Supplement”) to the Offer to Purchase.

For the Staff’s convenience, each of our responses is preceded by the exact text of the Staff’s corresponding comment in bold,
italicized text.

 Austin Beijing Dallas Houston London New York The Woodlands Washington, DC

 Mr. Nicholas P. Panos

 January 28, 2013

  Page
 2

 Schedule TO-I

 Item 13

 1. We noticed that the issuer considers Item 13 of Schedule
TO-I inapplicable, but further observed that the subject class of notes potential could be considered a class of equity for which a reporting obligation might exist under Section 15(d) of the Securities Exchange Act of 1934. Please advise us of
the basis on which the issuer apparently believes that Rule 13e-3 is inapplicable to the issuer tender offer. To the extent the issuer is subject to reporting obligations under Section 15(d) but seeks to rely upon the exception in Rule
13e-3(g)(4), please provide us with a brief legal analysis in support of the availability of such exception given that the note holders will be asked to make an investment decision.

Response:

 We acknowledge the Staff’s comment and respectfully submit that Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) does not apply to
the Notes. Section 15(d) of the Exchange Act is automatically suspended with respect to a class of securities “as to any fiscal year, other than a fiscal year within which such registration statement became effective if, at the beginning
of such fiscal year, the securities of each class…to which the registration statement relates are held of record by less than 300 persons….” The registration statement under which the Notes were offered and issued became automatically
effective on December 28, 2007, and the Notes were offered and issued pursuant to a prospectus supplement, dated February 11, 2008, which, pursuant to Commission rules is deemed part of the registration statement and which is greater than
one year prior to the commencement of the tender offer. In addition, based on information obtained from the trustee for the Notes, there have been fewer than 300 holders of record of the Notes at all times since the issuance of the Notes.

 Important Information

 2.
We noticed the disclosure that on and after February 15, 2013, the Notes are redeemable and that the issuer has already delivered a notice of redemption to the Trustee with respect to all of the outstanding Notes specifying a
redemption date of February 15, 2013. Given that the tender offer is scheduled to expire on February 13, 2013, please advise us, with a view toward revised disclosure, what consideration has been given to the application of Rule
13e-4(f)(6) to the contemplated redemption.

 Response:

As disclosed in the Offer to Purchase, we issued the notice of redemption of the Notes (the “Redemption
Notice”) on January 11, 2012, prior to issuance of the Offer to Purchase or public announcement of the offer to purchase. Because the Redemption Notice is irrevocable and mandatory for security holders, no further investment
decision will be made by the Company or the security holder with respect to the redemption during or following the offer to purchase. Based upon this sequence of timing, we respectively submit that the purchase of the Notes pursuant to the
Redemption Notice chronologically precedes the Offer to Purchase and, therefore, does not violate Rule 13e-4(f)(6).

 Mr. Nicholas P. Panos

 January 28, 2013

  Page
 3

 In the event that the Staff does not concur with the belief that the
purchase precedes the offer to purchase, we submit that the redemption of all outstanding Notes on February 14, 2013, does not involve any of the abuses intended to be addressed by Rule 13e-4(f)(6) and should be permitted to proceed in the
manner contemplated by the Schedule TO-I. We note that the Commission has previously granted such relief from application of the tender offer rules, and Rule 13e-4(f)(6) in particular, under similar facts and circumstances. See, e.g., the
following no-action letters: Boston Properties Limited Partnership (December 29, 2011); CenterPoint Energy, Inc. (December 21, 2006).

 In addressing the restrictions imposed by Rule 13e-4(f)(6) (and, in particular, the restrictions applicable for the ten business days after termination of an issuer tender offer), the Adopting Release for
Rule 13e-4 notes that the “provision is essentially an antimanipulation restriction” and that “[a] tender offer tends to peg the market price of the security which is the subject of the tender offer at or near the offering price, and
the purpose of the prohibition . . . is to prevent the issuer from supporting the market at that artificial price after termination of the tender offer.” (Securities Act Release No. 6108; Exchange Act Release No. 16112 (Aug. 16,
1979)). According to the Proposing Release relating to Rule 13e-4, the “Commission believes that a period of ten business days after a tender offer is sufficient to permit the impact of the offer on the market to subside before subsequent
purchases are made.” (Exchange Act Release No. 14234 (Dec. 8, 1977)). Similarly, the Adopting Release for Rule 13e-4 noted that “[t]he Commission continues to believe that this short ‘cooling-off’ period constitutes a
reasonable means to ensure that the market impact of the tender offer on the issuer’s securities is dissipated by market activity unaffected by additional purchases by the issuer.”

We believe the Offer to Purchase, as required by the Indenture governing the Notes, will not have a significant effect on
the trading price of the Notes, and therefore no “cooling off” period is necessary between the expiration of the put option and the redemption.

 Specifically:

•

 The repurchase and the redemption of the Notes are both being effected pursuant to the Indenture governing the Notes, which fully determines the
repurchase price and the redemption price. The repurchase price and the redemption price are both equal to the aggregate principal amount of the Notes, plus any accrued and unpaid interest.

•

 The redemption of the Notes is mandatory and does not involve an investment decision by the security holder.

 Mr. Nicholas P. Panos

 January 28, 2013

  Page
 4

•

 The trading price of the Notes is based on various factors, including the Conversion Price (as such term is defined in the Indenture) of the Notes in
relation to the trading price of the Company’s common stock and general market conditions. Neither the repurchase nor the redemption will affect the Conversion Price of the Notes, which is determined pursuant to the Indenture. Further, since
the terms of the repurchase and redemption are provided in the Indenture, neither the repurchase nor the redemption is expected to have an impact on the trading price of the Company’s common stock or any other factor which could have a
foreseeable impact on the trading price of the Notes.

•

 The redemption of the Notes will not have the effect of artificially supporting the market for the Notes in the manner contemplated by the Adopting
Release for Rule 13e-4. As noted above, the repurchase price and the redemption price are identical and are specified by the Indenture.

 Accordingly, neither the repurchase nor the redemption will have the effect of pegging or manipulating the trading price of the Notes such that there is a need for a cooling-off period between the
repurchase offer and the redemption.

 Finally, we note that, except for the redemption of the Notes within ten
business days after expiration of the repurchase offer, the transactions will be made and completed in compliance with Rule 13e-4.

Forward-Looking Statements

 3.
The Private Securities Litigation Reform Act of 1995, by its terms, is inapplicable to any statements made in connection with this tender offer, regardless of whether such statements may be characterized as “forward-looking
statements” or have otherwise been incorporated by reference into the offer document from a previously-filed periodic report. Please revise to delete the reference to the Act and make clear that forward-looking statements have not been
protected by the Act’s safe harbor provisions.

 Response:

We acknowledge the Staff’s comment and have revised the section titled “Forward-Looking Statements” to
delete all references to the Private Securities Litigation Reform Act of 1995. Please see page 1 of the Supplement.

 Terms of the Tender
Offer

 4. We noticed the disclosure that the Depositary will calculate the tender offer consideration, and that its
calculation will be considered “finding and binding.” The disclosure improperly suggests that participation in the offer does not permit security holders to privately pursue a legal claim. Please revise to make clear that tendering
security holders may challenge the Depositary’s findings in a court of competent jurisdiction.

 Mr. Nicholas P. Panos

 January 28, 2013

  Page
 5

 Response:

We acknowledge the Staff’s comment and have added a statement in the Supplement to clarify that tendering security
holders may challenge the Depositary’s findings in a court of competent jurisdiction. Please see page 1 of the Supplement.

 Conditions
of this Offer

 5. The inclusion of offer conditions is not inconsistent with Section 14(e) when the conditions are
objectively determinable and outside the control of the offeror. The paragraph immediately following the text of the conditions asserts the issuer may invoke any of the conditions to the offer, and thereby relieve the issuer of its purchase
obligation, “regardless of the circumstances giving rise to” the issuer’s right to invoke the condition. Please revise to remove the implication that the issuer has potentially made an illusory offer. Refer to part II. B. of Exchange
Act Release 43069 (July 31, 2000).

 Response:

We acknowledge the Staff’s comment and have added a statement in the Supplement to clarify that the Company may only
invoke conditions to its purchase obligation as outlined in the Offer to Purchase and subject to applicable law. Please see page 1 of the Supplement.

 6. By indicating that the offer conditions are deemed “an ongoing right” and may be asserted at any time from time to time, the disclosure suggests that the offer conditions may be
asserted after the Expiration Date. The introductory disclosure to this section, however, suggests that offer conditions may be asserted only before the Expiration Date. Please revise to remove this potential inconsistency and make clear that offer
conditions may be asserted only before the Expiration Date when withdrawal rights are available.

Response:

 We acknowledge the Staff’s comment and have added a statement in the Supplement clarifying that conditions may only be asserted prior to the Expiration Date. Please see page 1 of the Supplement.

 7. We noticed the representation that a failure at any time to exercise any of our rights will not be deemed a waiver of any
other right. The decision not to exercise any rights once an offer condition has been triggered, however, is tantamount to waiver of that condition. Please be advised we take the view that waiver of material offer conditions constitutes a material
change within the meaning of Rule 13e-4(d)(2) and (e)(3) which may require as many as five business days to remain in the tender offer following the failure to exercise the right. Please revise the disclosure to indicate that the failure to exercise
a right may constitute the waiver of a right under the circumstances outlined herein.

 Mr. Nicholas P. Panos

 January 28, 2013

  Page
 6

 Response:

We acknowledge the Staff’s comment and have added a statement in the Supplement to clarify that, subject to
applicable law, waivers of certain rights may constitute a material change in the tender offer and therefore result in an extension of the Expiration Date. Please see page 1 of the Supplement.

Other Matters, page 13

 8.
We noticed the disclosure that the issuer’s interpretation of the terms and conditions will be “final and binding.” Please revise to indicate that security holders may challenge the issuer’s interpretations in a court
of competent jurisdiction, and may any other conforming changes in the Offer to Purchase wherever necessary.

Response:

 We acknowledge the Staff’s comment and have added a statement in the Supplement to clarify that tendering security holders may challenge the Company’s interpretations in a court of competent
jurisdiction. Please see page 1 of the Supplement.

 Acceptance of Notes for Purchase; Payment for Notes, page 14

9. The disclosure indicates that the tender offer may be terminated at any time, subject to applicable law and the provisions of the
indenture. This language also appears under the heading titled “Expiration Date; Extensions; Amendments.” Please revise to make expressly clear that the tender offer, if terminated, will be terminated pursuant to the occurrence or
non-occurrence of an event resulting in the assertion of an offer condition.

 Response:

We acknowledge the Staff’s comment and have added a statement in the Supplement to clarify that the tender offer, if
terminated, will be terminated pursuant to the occurrence or non-occurrence of an event resulting the assertion of an offer condition. Please see page 1 of the Supplement.

 Closing Comments

 We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the issuer is in possession of all facts relating
to the disclosure, it is responsible for the accuracy and adequacy of its disclosures.

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

 Mr. Nicholas P. Panos

 January 28, 2013

  Page
 7

•

 the issuer is responsible for the adequacy 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 issuer may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Response:

On behalf of the Company, the Company acknowledges that:

•

 it is responsible for the

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

       DIVISION OF
CORPORATION FINANCE

 January 22, 2013

Via E-mail

Ms. Johnna D. Kokenge
Vice President, Chief Accounting Officer and Chief Compliance Officer
10603 W. Sam Houston Pkwy N., Suite 300
Houston , TX 77064

 Re: Flotek Industries, Inc.
  Schedule TO -I
  Filed January 11 , 201 3
  File No.  005-51879

Dear Ms . Kokenge :

We have reviewed your filing , and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.  Please respond to this letter by filing an amend ment,  providing the requested
information, or advising us when the requested respo nse will be provided .  If you do not believe
a comment  is applicable  to your facts and circumstances , or do not believe an amendment is
appropriate, please advise  us why .  After reviewing any amendment to your filing and any
information you provide in response to t hese comments, we may have additional comments.

Schedule TO -I

 Item 1 3

1. We not iced that t he issuer consider s Item 1 3 of Schedule TO -I inapplicable , but further
observed  that the subject class of notes potential could be considered a class of equity for
which a reporting obligation might exist under Section 15(d) of the Securities Exchange
Act of 1934 .  Please advise us of the  basis on which the issuer apparently believes  that
Rule 13e -3 is inap plicable to the issuer tender offer .  To the extent the issuer is subject to
reporting obligations under Section 15(d) but seeks to rely upon the exception in Rule
13e-3(g)(4), please provide us with a brief legal analysis in support of the availability of
such exception given that the note holders will be asked to make an investment decision.

Ms. Johnna D. Kokenge
Flotek Industries, Inc.
January 22 , 2013
Page 2

 Important Information

2. We noticed the disclosure that o n and after February  15, 2013, the Notes are redeemable
and that the issuer has already  delivered a notice of redemption to the Trustee with
respect to all of the outstanding Notes specifying a redemption date of February  15, 2013.
Given that the tender offer is scheduled to expire on February 13, 2013, please advise us,
with a view toward revised disclosure, what consideration has been given to the
application of Rule 13 e-4(f)(6) to the contemplated redemption.

Forward -Looking  Statements

3. The Private Securities Litigation Reform Act of 1995, by its terms, is inapplicable to any
statements made in connection with this tender offer, regardless of whether such
statements may be characterized as “forward -looking statements” or have otherwise been
incorporated by reference into the offer document from a previously -filed periodic report.
Please revise to delete the reference to the Act and make clear that forward -looking
statements have not been protected by the Act’s safe harbor provisions.

Terms of the Tender Offer

4. We noticed the disclosure that the Depositary will calculate the tender offer
consideration, and that its calculation will be considered “finding and binding. ”  The
disclosure improperly suggests that participation in the offer does not permit security
holders to privately pursue a legal claim .  Please revise  to make clear that tendering
security holders may challenge the Depositary ’s findings in a court of competent
jurisdiction.

Conditions of this Offer

5. The inclusion of offer conditions is not inconsistent with Section  14(e) when the
conditions are objectively determinable and outside the control of the offeror.  The
paragraph immediately following the text of the conditions asserts t he issuer may invoke
any of the conditions to the offer, and thereby relieve the issuer of its purchase  obligation ,
“regardless of the circumstances giving rise to” the issuer’s right  to invoke the condition.
Please revise to remove the implication that the is suer has  potentially  made an illusory
offer.   Refer to part II. B. of Exchange Act Release 43069 (July 31, 2000).

6. By indicating that the offer conditions are deemed “an ongoing right ” and may be
asserted at any time from time to time, the disclosure suggests that the offer cond itions
may be asserted after the Expiration Date .  The introductory disclosure  to this section ,
however, suggests that  offer conditions may be asserted only before the Expiration Date .
Please revise to remove this potential inconsistency and make clear that offer conditions
may be asserted only before the Expiration Date when withdrawal rights are available.

Ms. Johnna D. Kokenge
Flotek Industries, Inc.
January 22 , 2013
Page 2

 7. We noticed the representation that a failure at any time to exercise any of our rights will
not be deemed a waiver of any other right.  The decision not to exercise any rights once
an offer condition has been triggered, however, is tantamount to waiver of that con dition.
Please be advised we take the view that waiver of material offer cond itions constitutes a
material change within the meaning of Rule 13e -4(d)(2)  and (e)(3)  which  may require as
many as five business days to remain in the tender offer  following the failure to exercise
the right .  Please revise  the disclosure  to indicate  that the failure to exercise a right may
constitute  the waiver of a right under the circumstances outlined herein.

Other Matters, page 13

8. We noticed the disclosure that the issuer ’s interpretation of the terms and conditions will
be “final and binding. ”  Pleas e revise to indicate that security holders may challenge the
issuer ’s interpretations in a court of competent jurisdiction, and may any other
conforming changes in the Offer to Purchase wherever necessary.

Acceptance of Notes for Purchase; Payment for No tes, page 14

9. The disclosure indicates that the tender offer may be terminated at any time, subject to
applicable law and the provisions of the indenture.  This language also appears under the
heading  titled  “Expiration Date; Extensions; Amendments. ”  Please revise to make
expressly clear that the tender offer, if terminated, will be terminated pursuant to the
occurrence  or non -occurrence  of an event result ing in the  assertion of a n offer condition.

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the issuer is  in possession of all facts
relating to the disclosure, it is  responsible for the accuracy and  adequacy of its disclosures .

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

 the issuer  is responsible for the adequacy and accuracy of the disclosure in the filing ;

 staff comments or changes to disclosure in response to staff co mments do not foreclose
the Commission from taking any action with respect to the filing; and

 the issuer  may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United  States.

Ms. Johnna D. Kokenge
Flotek Industries, Inc.
January 22 , 2013
Page 2

   Please direct any q uestions to me at 202 .551.3266 .  You may also contact me via
facsimile at 202 .772.9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc:

W. Mark Young , Esq.
Andrews Kurth  LLP
600 Travis, Suite 4200
Houston, Texas 77002

CORRESP
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Acceleration Request

 2930 W. Sam Houston Pkwy N., Suite 300

Houston, Texas 77043

(713) 849-9911

August 11, 2010

 VIA
EDGAR

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jay Ingram

Re:
Registration Statement on Form S-3 (No. 333-166443) of Flotek Industries, Inc.

Ladies and Gentlemen:

 On
behalf of Flotek Industries, Inc. (the “Company”) and each of the undersigned subsidiary guarantors (the “Guarantors”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the
undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 3:00 p.m., Washington, D.C. time, on Friday, August 13, 2010, or as soon thereafter as practicable. The Company and
each of the Guarantors hereby acknowledge that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company or
the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company and the Guarantors may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Very truly yours,

FLOTEK INDUSTRIES, INC.

FLOTEK INTERNATIONAL, INC.

PETROVALVE, INC.

TELEDRIFT COMPANY

FLOTEK INDUSTRIES FZE

CESI CHEMICAL, INC.

CESI MANUFACTURING, LLC

PADKO INTERNATIONAL INCORPORATED

SOONER ENERGY SERVICES, LLC

FLOTEK ECUADOR INVESTMENTS, LLC

FLOTEK ECUADOR MANAGEMENT, LLC

FLOTEK PAYMASTER, INC.

MATERIAL TRANSLOGISTICS, INC.

TURBECO, INC.

USA PETROVALVE, INC.

By:

/S/    JESSE E.
NEYMAN

Name:

Jesse E. Neyman

Title:

Authorized Officer

CORRESP
1
filename1.htm

SEC Response Letter

 600 Travis, Suite 4200

Houston, Texas 77002

 713.220.4200
Phone

 713.220.4285 Fax

andrewskurth.com

William Mark Young

 713.220.4323 Phone

713.238.7111 Fax

markyoung@andrewskurth.com

August 9, 2010

Mr. Jay Ingram

 Legal Branch Chief

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E. Mail Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries

Form S-3 initially filed April 30, 2010

File No. 333-166443

 Dear
Mr. Ingram:

 Set forth below is the supplemental response of Flotek Industries, Inc., a Delaware corporation (the
“Company”), to comment number 2 received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated May 25, 2010 (the “Comment Letter”), with respect to the
above-referenced filing. For your convenience, the comment exactly as set forth in the Comment Letter has been repeated in bold face type.

2.
At the time of its effectiveness, your registration statement must comply with the financial statement requirements for subsidiary guarantors set forth in Rule 3-10
of Regulation S-X. Please advise us of your compliance with these requirements.

 Response: All of the
Company’s subsidiaries, other than Petrovalve International, Inc., an Alberta corporation (“Petrovalve”), are guarantors of its public debt. Each of the subsidiary guarantors is 100% owned by the Company, the guarantees are
full and unconditional and the guarantees are joint and several. In addition, the Company has confirmed that Petrovalve is a “minor” subsidiary as such term is defined by subparagraph (h)(6) of Rule 3-10 of Regulation S-X. Pursuant to
subparagraph (f) of Rule 3-10 of Regulation S-X, financial statements of the subsidiary guarantors are not required so long as the Company’s financial statements are filed for the periods specified in Rule 3-10 of Regulation
S-X. Additionally, because the Company is a holding company with no independent assets or operations, the guarantees are full and unconditional and joint and several, and Petrovalve is a “minor” subsidiary as such term is defined by
subparagraph (h)(6) of Rule 3-10 of Regulation S-X, the consolidating footnote that would otherwise be required by Rule 3-10 of Regulation S-X is not required pursuant to instructions 1 and 2 to subparagraph (f) of Rule 3-10 of Regulation S-X.

 The Company undertakes that it will provide substantially the following disclosure in its financial statements in future
filings:

 The 2008 Notes and the 2010 Notes are guaranteed by most of the Company’s wholly-owned
subsidiaries. The Company is a holding company with no independent assets or operations, the guarantees are full and unconditional and joint and several, and any subsidiaries of the Company that are not subsidiary guarantors are “minor”
subsidiaries as such term is defined under the rules and regulations of the SEC.

 A copy of this letter has been furnished on
EDGAR as correspondence. Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

/s/ W. Mark Young

W. Mark Young

cc:
Hagen Ganem (SEC)

Jesse Neyman (Company)

CORRESP
1
filename1.htm

Response letter to the SEC

600 Travis, Suite 4200
 Houston, Texas 77002

713.220.4200 Phone

 713.220.4285 Fax

andrewskurth.com

William Mark Young

 713.220.4323
Phone

 713.238.7111 Fax

markyoung@andrewskurth.com

July 22, 2010

Mr. Jay Ingram

 Legal Branch Chief

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E. Mail Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries

Form S-3 filed April 30, 2010

File No. 333-166443

Dear Mr. Ingram:

 On
behalf of Flotek Industries, Inc., a Delaware corporation (the “Company”), we have filed through EDGAR and separately forwarded courtesy copies of Amendment No. 1 to the above-referenced registration statement on Form S-3 (the
“Registration Statement”), each of which has been marked to show changes from the original filing.

 In this
letter, we respectfully submit the following responses to the comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated May 25, 2010 (the “Comment
Letter”), with respect to the above-referenced filing. For your convenience, we have repeated in bold face type the comments exactly as set forth in the Comment Letter. The Company’s response to each comment is set forth immediately
below the text of the applicable comment. A copy of this letter has been furnished on EDGAR as correspondence.

 We understand
that you will be reviewing the Company’s responses and may have additional comments. We welcome any questions you may have concerning the Company’s responses and thank you for your attention devoted to the filing. Please feel free to call
us at the telephone number listed at the end of this letter.

 General

1.
In addition to File Nos. 333-166442 and 333-166443, we note that you currently have another outstanding effective registration statement (333-16 1552). In the
interest of simplified disclosure, please consider the application of Securities Act Rule 429. You may wish to rely upon this rule by filing an amendment that contains a single prospectus relating to the shares in these offerings and in your other
outstanding offering. Absent the use of Rule 429, please revise the cover page of the registration statement to reference concisely your concurrent offerings.

Response: The Company does not wish to combine prospectuses under Rule 429 of the Securities Act at this time and will make
appropriate disclosure in the Registration Statement.

2.
At the time of its effectiveness, your registration statement must comply with the financial statement requirements for subsidiary guarantors set forth in Rule 3-10
of Regulation S-X. Please advise us of your compliance with these requirements.

 Response: The
Company’s financial statements comply with the financial statement requirements for subsidiary guarantors set forth in Rule 3-10 of Regulation S-X. All of the Company’s subsidiaries are guarantors of its public debt. Each of the
subsidiary guarantors is 100% owned by the Company, the guarantees are full and unconditional and the guarantees are joint and several. Therefore, pursuant to paragraph (f) of Rule 3-10 of Regulation S-X, financial statements of the
subsidiary guarantors are not required so long as the Company’s financial statements are provided for the periods specified in Rule 3-10 of Regulation S-X. Additionally, because all of the Company’s subsidiaries are guarantors and the
Company is a holding company with no independent assets or operations, the consolidating footnote that would otherwise be required by Rule 3-10 of Regulation S-X is not required pursuant to instructions 1 and 2 to paragraph (f) of Rule 3-10 of
Regulation S-X.

 Please see “Financial Statements — Note 9 — Convertible Notes and Long-Term
Debt” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, where the following disclosure has been provided:

“Because the Company is a holding company with no independent assets or operations, the 2008 Notes and the 2010 Notes are guaranteed
by the Company and each of its wholly-owned subsidiaries. The guarantees are full and unconditional, and joint and several, on a senior, unsecured basis. The agreements governing the Company’s long-term indebtedness do not contain any
significant restrictions on the ability of the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan .”

Prospectus Cover Page

3.
 We note that the registration statement covers the resale by certain selling security holders of 5.25% Convertible Senior Secured Notes due 2028 and
related guarantees. You state on the cover that the “selling securityholders and their permitted transferees may offer and sell the securities from time to time at market prices. . .” Given that there is currently no public market for the
convertible notes, revise the prospectus cover page and plan of distribution section to provide that

selling security holders will sell at a stated, fixed price until the securities are listed on a national securities exchange or quoted on an automated quotation system. Only thereafter may
the selling security holders sell at prevailing market prices or privately negotiated prices. See Item 16 of Schedule A to the Securities Act of 1933. Recalculate your registration fee, if necessary, based upon this offering price.

 Response: The Company acknowledges Comment No. 3 and has revised the Registration Statement
accordingly.

 United States Federal Income Tax Considerations, page 36

Stated Interest and OID on the Notes, page 37

4.
Please disclose the original issue discount percentage omitted from the second paragraph under this heading.

Response: The Company acknowledges Comment No. 4 and has revised the Registration Statement accordingly.

Plan of Distribution, page 47

5.
Please clearly state that the selling security holders may be deemed to be underwriters.

Response: The Company acknowledges Comment No. 5 and has revised the Registration Statement accordingly.

Item 17. Undertakings, page II-3

6.
Please provide the undertaking required by Item 512(a)(5)(ii) of Regulation S-K. In addition, please delete as inapplicable the undertakings set forth in
paragraphs (4) and (5).

 Response: The Company acknowledges Comment No. 6 and has revised
the Registration Statement accordingly.

 Signatures

7.
Please indicate who signed the registration statement in the capacity of principal accounting officer for each of your guarantor subsidiaries. See Instruction 1 to
Signatures on Form S-3.

 Response: The Company acknowledges Comment No. 7 and has revised the
Registration Statement accordingly.

 Exhibit 5.1

8.
Counsel may not assume the matters contained in subparagraph (iv) on page 2. Either provide counsel’s basis for assuming such readily ascertainable matters
or delete the reference.

 Response: Counsel to the Company acknowledges Comments No. 8 and has
revised its opinion accordingly.

9.
Please provide us counsel’s basis for including the last clause of the penultimate paragraph on page two, which states “and we express no opinion herein
with respect to provisions relating to severability and separability.”

 Response: Counsel to the
Company acknowledges Comment No. 9 and has revised its opinion accordingly.

10.
Please have counsel revise its opinion to reflect, or supplementally confirm to us in correspondence uploaded on EDGAR, that it concurs with our understanding that
its reference to the Delaware General Corporation Law includes all reported judicial decisions interpreting the DGCL.

Response: Counsel to the Company acknowledges Comment No. 10 and has revised its opinion accordingly.

Please direct any questions that you have with respect to the foregoing to the undersigned of Andrews Kurth LLP at
(713) 220-4323.

Sincerely,

 /s/ W. Mark Young

W. Mark Young

 cc: Jesse Neyman (Company)

cc: Hagen Ganem (SEC)

CORRESP
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Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

Houston, Texas 77043

(713) 849-9911

June 29, 2010

 VIA
EDGAR AND VIA FACSIMILE (703) 813-6968

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jay Ingram

Re:
Registration Statement on Form S-3 (No. 333-166442) of Flotek Industries, Inc.

Ladies and Gentlemen:

 On behalf
of Flotek Industries, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on
Form S-3 be accelerated to 3:00 p.m., Washington, D.C. time, on Thursday, July 1, 2010, or as soon thereafter as practicable. The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 This request has also been transmitted via EDGAR.

Very truly yours,

FLOTEK INDUSTRIES, INC.

By:

 /s/ Jesse E. Neyman

Name:

Jesse E. Neyman

Title:

Executive Vice President,

Finance and Strategic Planning

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

June 28, 2010
 Jesse E. Neyman Executive Vice President, Finance and Strategic Planning Flotek Industries, Inc. 2930 W. Sam Houston Pkwy N., Suite 300 Houston, Texas 77043
 Re: Item 4.02 Form 8-K
 Filed: May 21, 2010  File No. 1-13270
Dear Mr. Neyman:
  We have completed our review of your filing and do not have any further
comments at this time.          S i n c e r e l y ,             T e r e n c e  O ’ B r i e n
       Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

Houston, Texas 77043

(713) 849-9911

June 23, 2010

Mr. Terence O’Brien

 Accounting
Branch Chief

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E., Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries, Inc.

Item 4.02 Form 8-K

Filed: May 21, 2010

File No. 1-13270

Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to the comment
received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated June 17, 2010 (the “Comment Letter”), with respect to the above-referenced filing. For your convenience,
the comment exactly as set forth in the Comment Letter has been repeated in bold face type.

1.
Please note a report on Form 8-K is required to be filed within four business days after management’s conclusion that previously issued financial statements
should no longer be relied upon because of an error in such financial statements. Refer to Instruction B and Item 4.02 of Form 8-K.

Response: The Company acknowledges that it is required to file a Current Report on Form 8-K within four business days after
management concludes that previously issued financial statements should no longer be relied upon because of an error in such financial statements.

A copy of this letter has been furnished on EDGAR as correspondence. Please let us know if you have any questions or if we can provide
additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

 /s/ Jesse E. Neyman

Jesse E. Neyman

Executive Vice President, Finance and Strategic Planning

cc:
Ernest Greene (SEC)

 W. Mark
Young (Andrews Kurth LLP)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

June 17, 2010

via U.S. mail and facsimile

Jesse E. Neyman Executive Vice President, Finance and Strategic Planning Flotek Industries, Inc. 2930 W. Sam Houston Pkwy N., Suite 300 Houston, Texas 77043
 Re: Item 4.02 Form 8-K
 Filed: May 21, 2010
 File No. 1-13270

Dear Mr. Neyman:

We have reviewed your response letter dated June 7, 2010 and have the following
comment.  Please respond to this  letter within five busine ss days.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
After reviewing the information you provide in  response to this comment, we may have
additional comments.
Item 4.02 Form 8-K filed on May 21, 2010

1. Please note a report on Form 8-K is required to be filed within four business days
after management’s conclusion that previ ously issued financial statements should
no longer be relied upon because of an error in such financial statements.  Refer to
Instruction B and Item 4.02 of Form 8-K.

 If you have any questions regarding this comment, please direct them to Ernest
Greene, Staff Accountant, at (202) 551-3733 or , in his absence, to  the undersigned at
(202) 551-3355.           S i n c e r e l y ,             T e r e n c e  O ’ B r i e n
       Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Comment Response

600 Travis, Suite 4200
 Houston, Texas 77002

713.220.4200 Phone

 713.220.4285 Fax

andrewskurth.com

William Mark Young

 713.220.4323 Phone

713.238.7111 Fax

markyoung@andrewskurth.com

June 18, 2010

Mr. Jay Ingram

 Legal Branch Chief

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E. Mail Stop 4631

 Washington, D.C. 20549

RE:

Flotek Industries

Form S-3 filed April 30, 2010

File No. 333-166442

 Dear Mr. Ingram:

 On behalf of Flotek Industries, Inc., a Delaware corporation (the “Company”), we have filed through EDGAR and
separately forwarded courtesy copies of Amendment No. 1 to the above-referenced registration statement on Form S-3 (the “Registration Statement”), each of which has been marked to show changes from the original filing.

 In this letter, we respectfully submit the following responses to the comments received from the staff of the Division of
Corporation Finance of the Securities and Exchange Commission by letter dated May 25, 2010 (the “Comment Letter”), with respect to the above-referenced filing. For your convenience, we have repeated in bold face type the
comments exactly as set forth in the Comment Letter. The Company’s response to each comment is set forth immediately below the text of the applicable comment. A copy of this letter has been furnished on EDGAR as correspondence.

We understand that you will be reviewing the Company’s responses and may have additional comments. We welcome any questions you may
have concerning the Company’s responses and thank you for your attention devoted to the filing. Please feel free to call us at the telephone number listed at the end of this letter.

 General

1.
In addition to File Nos. 333-166442 and 333-166443, we note that you currently have another outstanding effective registration statement (333-161552). In the
interest of simplified disclosure, please consider the application of Securities Act Rule 429. You may wish to rely upon this rule by filing an amendment that contains a single prospectus relating to the shares in these offerings and in your other
outstanding offering. Absent the use of Rule 429, please revise the cover page of the registration statement to reference concisely your concurrent offerings.

Response: The Company does not wish to combine prospectuses under Rule 429 of the Securities Act at this time and will make
appropriate disclosure in the Registration Statement.

 Selling Stockholders, page 5

2.
We note your disclosure that “Northwestern Mutual Life Insurance Company and OTA LLC are broker-dealers or affiliates of a broker-dealer.” Please be
advised that all selling stockholders who are registered broker-dealers who did not receive their securities as compensation for investment banking or similar services should be identified as underwriters. If any of the selling stockholders are
affiliates of broker-dealers, confirm that at the time of the purchase of the securities to be resold, the seller purchased in the ordinary course of business and did not have any agreements or understandings, directly or indirectly, with any person
to distribute the securities. If you cannot make these representations on behalf of the selling stockholders, please identify them as underwriters.

Response: The Company acknowledges Comment No. 2 and has revised the Registration Statement accordingly.

The Northwestern Mutual Life Insurance Company is an affiliate of a broker-dealer and the Company has confirmed that at the time of the
purchase of the securities to be resold pursuant to the Registration Statement, The Northwestern Mutual Life Insurance Company purchased the securities to be offered for resale in the ordinary course of business and did not have any agreement or
understanding, directly or indirectly, with any person to distribute such securities.

 OTA LLC, as a registered broker-dealer,
has been identified as an underwriter in the Registration Statement.

 Plan of Distribution, page 10

3.
Please clearly state that the selling security holders that are not broker-dealers or affiliates of broker-dealers may be deemed to be underwriters.

 Response: The Company acknowledges Comment No. 3 and has revised the Registration Statement
accordingly.

 Item 17. Undertakings, page II-3

4.
Please provide the undertaking required by Item 512(a)(5)(ii) of Regulation S-K. In addition, please delete as inapplicable the undertakings set forth in
paragraphs (4) and (5).

 Response: The Company acknowledges Comment No. 4 and has revised
the Registration Statement accordingly.

 Exhibit 5.1

5.
Please have counsel revise its opinion to provide consent to the reference of its name under the heading “Legal Matters” in the prospectus.

 Response: Counsel to the Company acknowledges Comment No. 5 and has revised its opinion
accordingly.

6.
We note that the legal opinion is limited by date and does not speak through the date of effectiveness. Counsel should revise the opinion to remove the date
qualification or be advised that, if circumstances require, we may request that counsel file an opinion dated in closer proximity to the date and time of effectiveness.

Response: Counsel to the Company acknowledges Comment No. 6 and understands that, if circumstances require, it may be
required to file an opinion dated in closer proximity to the date and time of effectiveness of the Registration Statement.

Please direct any questions that you have with respect to the foregoing to the undersigned of Andrews Kurth LLP at

(713) 220-4323.

 Sincerely,

/S/    W. MARK YOUNG

W. Mark Young

 cc: Jesse Neyman
(Company)

 cc: Hagen Ganem (SEC)

CORRESP
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Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

Houston, Texas 77043

(713) 849-9911

June 7, 2010

Mr. Terence O’Brien

 Accounting
Branch Chief

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E., Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries, Inc.

Item 4.02 Form 8-K

Filed: May 21, 2010

File No. 1-13270

Dear Mr. O’Brien:

Set forth below is the response of Flotek Industries, Inc., a Delaware corporation (the “Company”), to the comment
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 26, 2010 (the “Comment Letter”),
with respect to the above-referenced filing (the “Filing”). For your convenience, the comment exactly as set forth in the Comment Letter has been repeated in bold face type. The Company’s response to the comment is set forth
immediately below the text of the comment. A copy of this letter has been furnished on EDGAR as correspondence.

 The Company
acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) 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 (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the
review process.

Very truly yours,

 /s/ Jesse E. Neyman

Jesse E. Neyman

Executive Vice President, Finance and Strategic Planning

cc:

Ernest Greene (SEC)

W. Mark Young (Andrews Kurth LLP)

 Mr. Terence O’Brien

U.S. Securities and Exchange Commission

 June 7,
2010

  Page
 2

1.
Please give us a comprehensive, detailed description of how you identified the error discussed in Item 4.02 of your Form 8-K. Provide us with a timeline
detailing the important dates and events that transpired, including when the error was identified, significant communications about the error with your auditors, board of directors, audit committee and others, when the decision was made to revise
the affected financial statements, the date you engaged UHY LLP specifically to perform audit procedures relating to the revision, and other relevant events.

Response:

Background

On August 12, 2009, the Company sold 16,000 units (the “Units”), consisting of Series A cumulative convertible preferred
stock and warrants, for $1,000 per Unit, yielding aggregate gross proceeds of $16.0 million. At the date of the transaction, the Company allocated the gross proceeds from the issuance of the Units to the preferred stock and the warrants based on
their relative fair values. Approximately $5.2 million was allocated to the detachable warrants and was originally recorded as additional paid-in capital. Each Unit was comprised of one share of cumulative convertible preferred stock, warrants to
purchase up to 155 shares of the Company’s common stock at an exercise price of $2.31 per share (“Exercisable Warrants”) and contingent warrants to purchase up to 500 shares of the Company’s common stock at an exercise price of
$2.45 per share (“Contingent Warrants,” and collectively with the Exercisable Warrants, the “Warrants”). The Exercisable Warrants were immediately exercisable and expire if not exercised by August 12, 2014. The Contingent
Warrants became exercisable on November 9, 2009 and expire if not exercised by November 9, 2014.

 The Warrants
contain anti-dilution price protection features that reset the exercise price of the Warrants upon future issuances of common stock or securities exercisable for or convertible into common stock at a price per share less than their exercise price,
commonly referred to as “down-round” protection. The Company issued shares of its common stock at an effective price of $1.2748 per share in connection with its entry into an Amended and Restated Credit Agreement effective March 31,
2010. This issuance triggered the anti-dilution price protections contained in the Warrants, resulting in a decrease of the exercise price under all the Warrants to $1.2748 per share.

Summary Response to Comment

In early May 2010 during the course of preparation of the Company’s financial statements for inclusion in its first quarter 2010 Form
10-Q, management identified accounting guidance requiring that the Warrants be accounted for as a liability rather than as equity. Management, in consultation with UHY LLP, the Company’s independent registered accounting firm, reviewed whether
the prior accounting treatment of the Warrants in the Company’s third quarter 2009 Form 10-Q and 2009 Form 10-K was immaterial and could be corrected in the Company’s first quarter 2010 Form 10-Q, and whether restatement of its prior
financial statements was required. Management concluded that, even though it believed that such restatement was not required, restatement would most likely be considered more comparable to other similarly situated reporting companies and, therefore,
would be the preferred accounting presentation. However,

 Mr. Terence O’Brien

U.S. Securities and Exchange Commission

 June 7,
2010

  Page
 3

such restatement would likely have triggered an event of default under the Company’s Amended and Restated Credit Agreement, and therefore management concluded that, absent waivers of such
potential default from its lenders, it would not restate its prior financial statements. The Company then worked on parallel paths for preparation of its first quarter 2010 Form 10-Q assuming on one hand that waivers would not be obtained and that
the corrections of the prior accounting errors would be contained in the first quarter 2010 Form 10-Q and, on the other hand, that waivers would be obtained and that the Company would restate the financial statements in its third quarter 2009 Form
10-Q and 2009 Form 10-K. The Company obtained waivers from its lenders on May 20, 2010, and an audit committee meeting was scheduled for the following morning. At the meeting management recommended that the Company’s prior financial
statements be restated, which recommendation was accepted by the Company’s audit committee. The Company then filed its Current Report on Form 8-K that is the subject of the Staff’s comment, along with its first quarter 2010 Form 10-Q and
amendments to its third quarter 2009 Form 10-Q and 2009 Form 10-K to restate the financial statements.

 Identification of
Discrepancy

 As a result of research conducted to determine the appropriate accounting treatment of the repricing of the
Warrants during preparation of the Company’s first quarter 2010 Form 10-Q, management identified accounting guidance on or about May 4, 2010, requiring that the Warrants be accounted for as a liability rather than as equity. Specifically,
management identified FASB ASC 815-10-15-74 and 815-40-15-5 (formerly EITF 07-5), “Determining Whether an Instrument (Or Embedded Feature) Is Indexed to an Entity’s Own Stock,” which became effective as of January 1, 2009, as
authoritative guidance applicable to the determination of how to account for the Warrants. Management initially discussed this potential accounting error with UHY LLP on or about May 7, 2010.

Management’s interpretation of this guidance was that the Warrants should not be considered as indexed to the Company’s common
stock because of the anti-dilution price protection feature of the Warrants. Accordingly, the fair value of the Warrants should have been recorded as a warrant liability rather than equity when issued and should have been adjusted to estimated fair
value through the statement of operations at the end of each reporting period over the life of the Warrants. Management ultimately concluded that a reasonable user would recognize that there is no future cash obligation and the potential fair value
adjustments have no effect on EBITDA, cash flows, or other key qualitative metrics, and therefore, the impact of a reclassification would be immaterial to a reasonable user.

Timeline of Significant Events

Tuesday - May 4, 2010

Management identified a potential error in the prior accounting treatment of the Warrants.

Friday - May 7, 2010

Management communicated with UHY LLP concerning the potential error in the prior accounting treatment of the Warrants.

 Mr. Terence O’Brien

U.S. Securities and Exchange Commission

 June 7,
2010

  Page
 4

 Monday - May 10, 2010

The Company’s audit committee met to discuss the status of the Company’s first quarter 2010 Form 10-Q and the appropriate
accounting treatment for the Warrants and the proper presentation within the associated financial statements. Representatives of UHY LLP were present and discussed with the audit committee the status of the financial statements to be included in the
first quarter 2010 Form 10-Q.

 Friday - May 14, 2010

The audit committee met to discuss with management the status of the Company’s first quarter 2010 Form 10-Q and the impact to the
financial statements that could result from a potential reclassification of the Warrants as debt instead of equity. Management advised the audit committee that, in consultation with UHY LLP, it had not yet reached a conclusion regarding whether
potential adjustments should be addressed as a cumulative adjustment in the first quarter 2010 Form 10-Q or through restatements to the financial statements of the Company for the quarter ended September 30, 2009 and the year ended
December 31, 2009. Management informed the audit committee that the Company would be unable to file the first quarter 2010 Form 10-Q on May 17, 2010, and the audit committee approved the filing of a Form 12b-25 with the SEC to extend the
deadline for filing the first quarter 2010 Form 10-Q until May 24, 2010. Although no decision was made regarding whether the Company would restate its financial statements for the year ended December 31, 2009, management had at this point
begun working on parallel paths so that the Company would either file its first quarter 2010 Form 10-Q correcting the prior accounting disclosure of the Warrants or would file amended Forms 10-Q and 10-K for the third quarter 2009 and for the year
ended December 31, 2009 to correct the prior accounting disclosure of the Warrants. Management and UHY LLP worked over the following weekend on these parallel paths.

Monday - May 17, 2010

Management provided the audit committee with a memorandum detailing management’s assessment of potential codification non-compliance
and associated financial statement impact regarding the Warrants. The memorandum stated that warrant reclassification should be considered; however, management’s interpretation was that the impact of reclassification was immaterial, both
quantitatively and qualitatively, to the consolidated financial statements taken as a whole with respect to the financial statements of the Company for the quarter ended September 30, 2009 and the year ended December 31, 2009.

Tuesday - May 18, 2010

The audit committee met to discuss with UHY LLP and management the classification of the Warrants on the financial statements of the
Company. Management advised the audit committee that management had concluded that under generally accepted accounting principles the treatment of the Warrants as equity instead of debt on the financial statements for the quarter ended
September 30, 2009 and the year ended December 31, 2009 of the Company was potentially incorrect. Management advised that the restatement of the impacted 2009 financial statements would be the most conservative course of action. Barring
restatement, management proposed a “catch-up” adjustment alternative regarding recognition of impact of reclassification in the first

 Mr. Terence O’Brien

U.S. Securities and Exchange Commission

 June 7,
2010

  Page
 5

quarter 2010 Form 10-Q. Upon the recommendation of management, the audit committee determined to defer any decision regarding whether the Company should restate its financial statements for the
quarter ended September 30, 2009 and the year ended December 31, 2009, pending discussions with the Company’s lenders regarding obtaining the waiver of potential events of default under the Company’s Amended and Restated Credit
Agreement.

 Wednesday - May 19, 2010

The audit committee met to discuss with UHY LLP and management the classification of the Warrants on the financial statements of the
Company. The audit committee discussed with management and the Company’s advisors the status of the discussions between management and the lenders under the Company’s Amended and Restated Credit Agreement. Management reported that these
lenders had (i) discussed with management the proposal that the Company restate its financial statements for the quarter ended September 30, 2009, and the year ended December 31, 2009, and (ii) not objected to the approach of
correcting the codification discrepancy by restating the 2009 financial statements rather than adjusting the quarterly financial statements of the Company filed with its first quarter 2010 Form 10-Q. Counsel discussed with the audit committee their
view that a restatement of the 2009 financial statements could trigger an event of default under the Company’s Amended and Restated Credit Agreement. Accordingly, the audit committee deferred any decision relating to the treatment of the
accounting error pending receipt of waivers from the Company’s lenders under the Amended and Restated Credit Agreement.

Friday - May 21, 2010

The audit committee met to discuss with UHY LLP and management the classification of the Warrants on the financial statements of the
Company. The audit committee was informed that the lenders under the Company’s Amended and Restated Credit Agreement had delivered waivers of the potential defaults under the Amended and Restated Credit Agreement that might arise from
restatement of the Company’s financial statements in its third quarter 2009 Form 10-Q and 2009 Form 10-K. Management presented information to the audit committee regarding the desirability of restating the financials for the quarter ended
September 30, 2009, and the year ended December 31, 2009, rather than reflecting the requisite adjustments in the first quarter 2010 Form 10-Q. Based on the information presented by and recommendations of management and concurrence of UHY
LLP, the audit committee determined to restate the financial statements included in the third quarter 2009 Form 10-Q and the 2009 Form 10-K. Later that day, the Company filed with the SEC its Current Report on Form 8-K that is the subject of the
Staff’s comment, along with its first quarter 2010 Form 10-Q and amendments to its third quarter 2009 Form 10-Q and 2009 Form 10-K to restate the financial statements.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

May 26, 2010

via U.S. mail and facsimile

Jesse E. Neyman Executive Vice President, Finance and Strategic Planning Flotek Industries, Inc. 2930 W. Sam Houston Pkwy N., Suite 300 Houston, Texas 77043
 Re: Item 4.02 Form 8-K
 Filed: May 21, 2010
 File No. 1-13270

Dear Mr. Neyman:
  We have reviewed your Item 4.02 Form  8-K for compliance with the form
requirements and have the following comment.

1. Please give us a comprehensive, detaile d description of how you identified the
error discussed in Item 4.02 of your Form 8-K.  Provide us with a timeline detailing the important dates and events th at transpired, including when the error
was identified, significant communications  about the error w ith your auditors,
board of directors, audit committee and others, when the decision was made to
revise the affected financial stat ements, the date you engaged UHY LLP
specifically to perform audit procedures re lating to the revision, and other relevant
events.
*    *    *    *

Please respond to this comment within 5 business days, or tell us when you will
provide us with a response.  Please provide us with a supplementa l response letter that
keys your response to our comment and provides any requested supplemental information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Jesse E. Neyman
May 26, 2010 Page 2
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   If you have any questions regarding this comment, please direct them to Ernest
Greene, Staff Accountant, at (202) 551-3733 or , in his absence, to  the undersigned at
(202) 551-3355.           S i n c e r e l y ,             T e r e n c e  O ’ B r i e n
       Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
May 25, 2010

Via U.S. Mail

Jesse E. Neyman
Executive Vice President,
Finance and Strategic Planning Flotek Industries, Inc. 2930 W. Sam Houston Pkwy N., Suite 300 Houston, TX 77043

 RE: Flotek Industries
Form S-3 filed April 30, 2010
  File No. 333-166443

Dear Mr. Neyman:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill 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 comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. In addition to File Nos. 333-166442 a nd 333-166443, we note that you currently
have another outstanding effective regi stration statement (333-161552).  In the
interest of simplified disclosure, please consider the application of Securities Act Rule 429.  You may wish to rely upon this rule by filing an amendment that contains a single prospectus relating to th e shares in these offerings and in your
other outstanding offering.  Absent the us e of Rule 429, please revise the cover

Mr. Jesse E. Neyman
Flotek Industries, Inc.
May 25, 2010 Page 2
page of the registration statement to  reference concisely your concurrent
offerings.

2. At the time of its effectiveness, your regi stration statement must comply with the
financial statement requirements for subsid iary guarantors set forth in Rule 3-10
of Regulation S-X.  Please a dvise us of your compliance wi th these requirements.
 Prospectus Cover Page

3. We note that the registration statement cove rs the resale by cert ain selling security
holders of 5.25% Convertible Senior  Secured Notes due 2028 and related
guarantees.  You state on th e cover that the “selling securityholders and their
permitted transferees may offer and sell the securities from time to time at market prices….”  Given that ther e is currently no public market for the convertible
notes, revise the prospectus cover page a nd plan of distributio n section to provide
that selling security holders will sell at a stated, fixed price until the securities are
listed on a national securities exchange or quoted on an automated quotation
system.  Only thereafter may the selling secu rity holders sell at  prevailing market
prices or privately negotiate d prices.  See Item 16 of Schedule A to the Securities
Act of 1933.  Recalculate your registrati on fee, if necessary, based upon this
offering price.
 United States Federal Income Tax Considerations, page 36

 Stated Interest and OID on the Notes, page 37

4. Please disclose the original issue discount percentage omitted from the second paragraph under this heading.
 Plan of Distribution, page 47

5. Please clearly state that the selling security holders may be deemed to be underwriters
 Item 17. Undertakings, page II-3

6. Please provide the undertaking required by It em 512(a)(5)(ii) of Regulation S-K.
In addition, please delete as inapplicable the undertakings  set forth in paragraphs
(4) and (5).

Mr. Jesse E. Neyman
Flotek Industries, Inc.
May 25, 2010 Page 3    Signatures

7. Please indicate who signed the registration statement in the capacity of principal accounting officer for each of your guarantor  subsidiaries.  See Instruction 1 to
Signatures on Form S-3.
 Exhibit 5.1

8. Counsel may not assume the matters cont ained in subparagraph (iv) on page 2.
Either provide counsel’s basis for assumi ng such readily ascertainable matters or
delete the reference.
9. Please provide us counsel’s basis for includ ing the last clause of the penultimate
paragraph on page two, which states “and we express no opinion herein with
respect to provisions relating to severability and separability.”

10. Please have counsel revise its opinion to reflect, or supplementally confirm to us
in correspondence uploaded on EDGAR, that it concurs with our understanding
that its reference to the Delaware Gene ral Corporation Law includes all reported
judicial decisions in terpreting the DGCL.

*     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested 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 that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Mr. Jesse E. Neyman
Flotek Industries, Inc. May 25, 2010 Page 4   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Hagen Ganem, Staff Attorney, at (202) 551-3330 or me at (202)
551-3397 if you have any questions.

       S i n c e r e l y ,
 Jay Ingram  Legal Branch Chief
cc: W. Mark Young (via facsimile)
Andrews Kurth LLP

CORRESP
1
filename1.htm

Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

 Houston, Texas 77043

 (713) 849-9911

 January 8, 2010

 VIA EDGAR AND VIA FACSIMILE (202) 772-9204

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jay Ingram

Re:
Registration Statement on Form S-3 (No. 333-161552) of Flotek Industries, Inc.

 Ladies and Gentlemen:

 On behalf
of Flotek Industries, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on
Form S-3 be accelerated to 11:00 a.m., Washington, D.C. time, on Tuesday, January 12, 2010, or as soon thereafter as practicable. The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 This request has also been transmitted via EDGAR.

Very truly yours,

FLOTEK INDUSTRIES, INC.

By:

 /s/ Jesse E. Neyman

Name:

Jesse E. Neyman

Title:

Executive Vice President, Finance and Strategic Planning

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 7, 2010

via U.S. mail and facsimile

Jerry Dumas, Chief Executive Officer  Flotek Industries, Inc.  2930 W. Sam Houston Pkwy N. Houston, Texas   77043   RE: Flotek Industries, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Form 10-Q for the Fiscal  Quarter Ended June 30, 2009
  Proxy Statement    Filed April 29, 2008   File No. 000-52423

Dear Mr. Dumas:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 600 Travis, Suite 4200

 Houston, Texas 77002

 713.220.4200 Phone

 713.220.4285 Fax

 andrewskurth.com

 William Mark Young

 713.220.4323 Phone

 713.238.7111 Fax

 markyoung@andrewskurth.com

 December 21, 2009

 Mr. Jay Ingram

 Legal Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E. Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries, Inc.

 Registration Statement on Form S-3

 Filed August 26, 2009

 File No. 333-161552

 Dear
Mr. Ingram:

 On behalf of Flotek Industries, Inc., a Delaware corporation (the “Company”), we have filed
through EDGAR and separately forwarded courtesy copies of Amendment No. 1 to the above-referenced registration statement on Form S-3 (the “Registration Statement”), each of which has been marked to show changes from the
original filing.

 In this letter, we respectfully submit the following responses to the comments received from the staff of
the Division of Corporation Finance of the Securities and Exchange Commission by letter dated September 15, 2009 (the “Comment Letter”), with respect to the above-referenced filing. For your convenience, we have repeated in
bold face type the comments exactly as set forth in the Comment Letter. The Company’s response to each comment is set forth immediately below the text of the applicable comment. A copy of this letter has been furnished on EDGAR as
correspondence.

 We understand that you will be reviewing the Company’s responses and may have additional comments. We
welcome any questions you may have concerning the Company’s responses and thank you for your attention devoted to our filing. Please feel free to call us at the telephone number listed at the end of this letter.

 Selling Stockholders, page 4

1.
With respect to the shares to be offered for resale by legal entities, please disclose the individual or individuals who exercise the voting and dispositive powers.
See Regulation S-K Compliance and Disclosure Interpretation No. 140.02.

 Response: The Company
acknowledges Comment No. 1 and has revised the Registration Statement accordingly.

2.
Please be advised that all selling stockholders who are registered broker-dealers who did not receive their securities as compensation for investment banking or
similar services should be identified as underwriters. If any of the selling stockholders are affiliates of broker-dealers, confirm that at the time of the purchase of the securities to be resold, the seller purchased in the ordinary course of
business and did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. If you cannot make these representations on behalf of the selling stockholders, please identify them as
underwriters.

 Response: None of the selling stockholders are registered broker-dealers. Two of the
selling stockholders are affiliates of broker-dealers and the Company has confirmed that at the time of the purchase of the securities to be resold pursuant to the Registration Statement, each such selling stockholder purchased the securities to be
offered for resale in the ordinary course of business and did not have any agreement or understanding, directly or indirectly, with any person to distribute such securities.

3.
Please ensure the calculations are appropriate for the information provided for Peter & Jaquelyn Barbara, JTWROS.

 Response: The selling stockholders table contained a typographical error regarding certain information for Peter & Jaquelyn
Barbara, JTWROS. The Company has revised the Registration Statement to correct such typographical error.

 Please direct any
questions that you have with respect to the foregoing to the undersigned of Andrews Kurth LLP at (713) 220-4323.

Sincerely,

 /s/ W. Mark Young

W. Mark Young

 cc: Jesse Neyman (Company)

 cc: Sherry Haywood (SEC)

CORRESP
1
filename1.htm

Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

 Houston, Texas 77043

 (713) 849-9911

 December 21, 2009

 Mr. Terence O’Brien

 Accounting Branch Chief

 United States Securities
and Exchange Commission

 1 Station Place, N.E., Stop 4631

 Washington, D.C. 20549

Re:
Flotek Industries, Inc.

 Form
10-K for the Fiscal Year Ended December 31, 2008

 Form 10-Q for the Fiscal Quarter Ended June 30, 2009

 Proxy Statement Filed April 29, 2009

 File No. 000-52423

 Dear Mr. O’Brien:

 Set forth below are the responses of Flotek Industries, Inc., a Delaware corporation (the “Company”), to comments received
from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated December 7, 2009 (the “Comment Letter”), with respect to the above-referenced filings. For your convenience, we
have repeated in bold face type the comments exactly as set forth in the Comment Letter. The Company’s response to each comment is set forth immediately below the text of the applicable comment. A copy of this letter has been furnished on EDGAR
as correspondence.

 Please let us know if you have any questions or if we can provide additional information or otherwise be
of assistance in expediting the review process.

Very truly yours,

 /s/ Jesse E. Neyman

 Jesse E. Neyman

 Executive Vice President,

 Finance and Strategic Planning

cc:

Tracey McKoy (SEC)

Sherry Haywood (SEC)

W. Mark Young (Andrews Kurth LLP)

 United States Securities and Exchange Commission

 December 21, 2009

  Page
 2

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Amendment No. 1 to Form 10-K

 Signatures

1.
Please refer to comment 15 of our letter dated September 14, 2009. Because the Section 906 certifications contained in your Form 10-K filed on
March 16, 2009 were not dated, you must file a full amendment to your annual report that includes the proper certifications required by Items 601(b)(32) of Regulation S-K. Please ensure that you refer appropriately to the amended Form
10-K in your Section 302 and 906 certifications that are filed in connection with your amendment.

 Response: The Company acknowledges Comment No. 1 and has filed a full amendment to its Annual Report on Form 10-K that includes the proper certifications required by Item 601(b)(32) of Regulation S-K.

2.
Please ensure that your next amendment includes signatures that conform to the requirements of the Form. See Instruction D to Form 10-K.

 Response: Exchange Act Rule 12b-15 provides that amendments may be signed on behalf of the
registrant by a duly authorized representative of the registrant. In accordance with Exchange Act Rule 12b-15, John W. Chisholm, Interim President and a duly authorized representative of the Company, has signed the Annual Report on Form 10-K/A
(Amendment No. 2).

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
December 7, 2009

via U.S. mail and facsimile

Jerry Dumas, Chief Executive Officer  Flotek Industries, Inc.  2930 W. Sam Houston Pkwy N. Houston, Texas   77043   RE: Flotek Industries, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Form 10-Q for the Fiscal  Quarter Ended June 30, 2009
  Proxy Statement    Filed April 29, 2008   File No. 000-52423

Dear Mr. Dumas:

We have reviewed your response letter  dated November 18, 2009 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.    Form 10-K for the Fiscal Year Ended December 31, 2008

 Amendment No.1 to Form 10-K

Signatures

1. Please refer to comment 15 of our letter dated September 14, 2009.  Because the
Section 906 certifications contained in  your Form 10-K filed on March 16, 2009
were not dated, you must file a full  amendment to your annual  report that includes
the proper certifications required by Item s 601(b)(32) of Regulation S-K.  Please
ensure that you refer appropriately to  the amended Form 10-K in your Section
302 and 906 certifications that are filed in connection with your amendment.

2. Please ensure that your next amendment includes signatures th at conform to the
requirements of the Form. See Instruction D to Form 10-K.

*    *    *    *

Mr. Dumas
Flotek Industries, Inc.   December 7, 2009 Page 2
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters. Please
contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any legal related
questions.
Sincerely,
           T e r e n c e  O ’ B r i e n
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

 Houston, Texas 77043

 (713) 849-9911

 November 18, 2009

 Mr. Terence O’Brien

 Accounting Branch Chief

 United States Securities
and Exchange Commission

 1 Station Place, N.E., Stop 4631

 Washington, D.C. 20549

Re:
Flotek Industries, Inc.

 Form
10-K for the Fiscal Year Ended December 31, 2008

 Form 10-Q for the Fiscal Quarter Ended June 30, 2009

 Proxy Statement Filed April 29, 2009

 File No. 000-52423

 Dear Mr. O’Brien:

 Set forth below are the responses of Flotek Industries, Inc., a Delaware corporation (the “Company”), to comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 21, 2009 (the “Comment Letter”), with
respect to the above-referenced filings (the “Filings”). For your convenience, we have repeated in bold face type the comments exactly as set forth in the Comment Letter. The Company’s response to each comment is set forth
immediately below the text of the applicable comment. A copy of this letter has been furnished on EDGAR as correspondence.

 Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Very truly yours,

 /s/ Jesse E. Neyman

Jesse E. Neyman

Executive Vice President,

Finance and Strategic Planning

cc:
Tracey McKoy (SEC)

 Sherry
Haywood (SEC)

 W. Mark Young (Andrews Kurth LLP)

 United States Securities and Exchange Commission

 November 18, 2009

  Page
 2

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, Page 28

 Results of Operations, page 34

1.
We have read your response to prior comment 3 from our letter dated September 14, 2009. Your proposed disclosure states “we utilize the financial
measure of income from operations to track our segment performance.” If the measure you are referring to above is actually adjusted income from operations (a non-GAAP measure), as presented in your filing, we remind you that titles of non-GAAP
measures should not be confusingly similar to GAAP measures. Please revise to clearly and distinctly refer to your non-GAAP measure.

 Response: In future filings, management will refrain from using non-GAAP measures such as the one disclosed on page 34 of the referenced Form 10-K. Should we provide a non-GAAP disclosure in a
future filing, we will include the disclosures discussed in Question 8 of Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

2.
You state your non-GAAP measure is used to track your segment performance. We note you adjust your non-GAAP performance measure to eliminate impairment charges of
$67.7 million incurred in 2008 because you believe the impairment will become immaterial to users of your financial statements in the near-term period. We further note from your proposed disclosure that you state “large non-cash impacts to
operating income that do not recur are not considered by Management when reviewing segment performance…” However, we note you incurred additional impairment charges of $18.5 million for the six months ended June 30, 2009. Please
eliminate any reference to items as non-recurring when they are reasonably likely to recur within two years or there was a similar charge or gain within the prior two years. Given this and your proposed disclosure, it does not appear you have fully
demonstrated the usefulness of the non-GAAP measure. Please tell us and disclose in future filings the reasons why you believe that presentation of the non-GAAP financial measure provides useful information to investors regarding your financial
condition and results of operations. If you continue to present this measure in future filings, please include the disclosures discussed in Question 8 of Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures, available on our website. Provide us with an example of your intended future disclosure.

 Response: In future filings, management will refrain from using non-GAAP measures such as the one disclosed on page 34 of the referenced Form 10-K. Should we provide a non-GAAP disclosure in a future filing, we will include the
disclosures discussed in Question 8 of Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

 United States Securities and Exchange Commission

 November 18, 2009

  Page
 3

 Capital Resources and Liquidity, page 41

3.
We have read your response to prior comment 4 from our letter dated September 14, 2009. We note you have chosen to no longer disclose capital expenditure
by segment because you believe it is not useful to investors. We further note your statement that you believe an investor would be most interested in understanding capital expenditures for a total Company. It is unclear to us how aggregated
information would be more useful to an investor, given the fact that it appears capital expenditures are more material to the Drilling Products segment, given your disclosure in the 2008 Form 10-K. At a minimum, in future filings please include a
discussion of your short and long-term capital expenditures. This discussion should describe the capital expenditures, quantify the cash needs and the sources of funds to meet such needs. Refer to Section 501.03(a) of the Financial Reporting
Codification.

 Response: In future filings, management agrees to provide the requested disclosure
related to related to capital expenditures by segment and a discussion describing the capital expenditures, quantifying cash needs and the sources of funds to meet those needs. Please see “Financial Statements – Note 17 –
Segment Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Investing Activities” in the recently filed Form 10-Q
for the quarter ended September 30, 2009, where this disclosure has been provided.

4.
In response to prior comment 25, you state you will provide disclosure of actual and required ratios, “provided that the Company believes there is a
possibility that a ratio or covenant will be breached within the next reporting period.” Please provide this disclosure in future filings whenever future non-compliance is reasonably likely, regardless of when the covenant would be breached
(i.e. whether it is likely to occur within the next reporting period or in a subsequent reporting period).

 Response: In future filings, management will provide disclosure related to actual and required ratios. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Liquidity and Capital Resources – Financing Activities” in the recently filed Form 10-Q for the quarter ended September 30, 2009, where this disclosure has been provided.

 Critical Accounting Policies and Estimates, page 47

5.
 We note your response to prior comment 7. Based on an evaluation of “qualitative factors,” you have “determined that
misstatements of relatively small amounts of sales from services outside the logistics division would not have a material effect on the financial statements.” The basis for your analysis or its focus on hypothetical “misstatements of
relatively small amounts” is not clear. Paragraph 12 of APB Opinion No. 22 requires disclosure of accounting policies “that materially affect the determination of financial position or results of operations.” Since sales
from

 United States Securities and Exchange Commission

 November 18, 2009

  Page
 4

services outside of the logistics division represented 6% and 7% of total revenue in 2008 and 2007, it appears these disclosures would be material and useful. Please clarify, if true, exactly
how your analysis determined that your revenue recognition policies for these services do not materially affect your results. Also, please supplementally describe your revenue recognition policies for these services. Refer to SAB Topic 13B.

 Response: For the nine months ended September 30, 2009, $3.9 million of the consolidated
$9.1 million of service revenue was contributed by the logistics division. The remaining $5.7 million consolidated service revenue was comprised of the following: $2.0 million – inspection services; $1.3 million – technician fees; $1.0
million – machine shop service; $0.8 million – mileage (related to inspections and technician fees); and $0.1 million – other services. Based on this analysis management believes that no additional disclosure is necessary.

Note 9 – Long-term Debt, page 78

6.
We have read your response to prior comment 11 from our letter dated September 14, 2009. You state you are not required to provide condensed consolidating
financial information for your subsidiaries that guarantee your debt pursuant to paragraph (f) of Rule 3-10 of Regulation S-X. If condensed consolidating financial information is not required under paragraph (f)(4), your
financial statements should include a footnote stating, if true, that the parent company has no independent assets or operations, the guarantees are full and unconditional and joint and several, and any subsidiaries other than the subsidiary
guarantors are minor. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section. Please revise future filings accordingly.

 Response: In future filings, management agrees to provide the requested disclosure which states that the condensed consolidating
financial information is not required under paragraph (f)(4). Please see “Financial Statements – Note 9 – Long-term Debt” subheading “Convertible Senior Notes” in the recently filed Form 10-Q
for the quarter ended September 30, 2009, where the following disclosure has been provided:

 “Because the Company is
a holding company with no independent assets or operations, the Convertible Senior Notes are guaranteed by each of our 100% owned subsidiaries. The guarantees are full and unconditional, and joint and several.”

 In future annual filings, management will also include the following additional disclosure in the Long-term Debt note:

 “The agreements governing the Company’s long-term indebtedness do not contain any significant restrictions on the ability of the
Company or any guarantor to obtain funds from its subsidiaries by dividend or loan so long as there is no default under those agreements.”

 United States Securities and Exchange Commission

 November 18, 2009

  Page
 5

 Exhibit 12 – Ratio of Earnings To Fixed Charges

7.
We have read your response to prior comment 14 from out letter dated September 14, 2009. Your proposed disclosure does not disclose the dollar amount of
the deficiency. Please revise proposed disclosure to comply with Item 503 of Regulation S-K.

 Response: In future annual filings, management will disclose the dollar amount of the deficiency to comply with Item 503 of Regulation S-K. The following is an example of the disclosure we will use to comply with Item 503
of Regulation S-K:

For the Year Ended December 31,

2004

2005

2006

2007

2008

 Computation of earnings:

 Income from continuing operations before income taxes and fixed charges

$
2,367

$
9,373

$
17,933

$
27,141

$
(41,080
)

 Add:

 Fixed charges

753

881

1,121

3,738

10,716

 Subtract:

 Minority interest in pretax income of subsidiaries that have not incurred fixed charges

-

-

-

916

-

$
3,120

$
10,254

$
19,054

$
29,963

$
(30,364
)

 Computation of fixed charges and combined fixed charges and preferred stock dividends:

 Interest expensed and capitalized

$
691

$
827

$
1,005

$
3,501

$
10,233

 Estimate of interest within rental expense (1)

62

54

116

237

483

 Fixed charges

753

881

1,121

3,738

10,716

 Dividends on preferred stock and losses on purchases of preferred stock

-

-

-

-

-

 Combined fixed charges and preferred stock dividends

$
753

$
881

$
1,121

$
3,738

$
10,716

 Ratio of earnings to fixed charges

4.14

11.64

17.00

8.02

-

 Deficiency of earnings to cover fixed charges

$
-

$
-

$
-

$
-

$
(41,080
)

 Ratio of earnings to fixed charges and preferred stock dividends

4.14

11.64

17.00

8.02

-

 Deficiency of earnings to cover combined fixed charges and preferred stock dividends

$
-

$
-

$
-

$
-

$
(41,080
)

(1)
One third of rental expense is deemed to be representative of interest.

 United States Securities and Exchange Commission

 November 18, 2009

  Page
 6

 Definitive Proxy Statement

 General

8.
We note your response to comment 16 in our letter dated September 14, 2009. Please provide information pursuant to 404(b) of regulation S-K, even if there
are no related person transactions to disclose pursuant to Item 404(a) of Regulation S-K. Also, consider providing the information pursuant to Item 407(e)(4), Compensation Committee Interlocks and Insider Participation, in the governance
section of the Schedule 14A instead of the Compensation Discussion and Analysis section.

 Response: In future filings, the Company will enhance its disclosure regarding its review, approval or ratification of transactions with related persons. An example of this future disclosure follows:

 “Transactions With Related Persons

 The Company recognizes that related person transactions can present potential or actual conflicts of interest and it is the Company’s preference that related person transactions are avoided as a
general matter. However, the Company also recognizes that there are situations, including certain transactions negotiated on an arm’s length basis, where related person transactions may be in, or may not be inconsistent with, the best interests
of the Company and its stockholders. Therefore, the Nominating and Governance Committee of the Board will review, ratify or approve, as necessary, any related person transaction prior to the transaction being entered into, or ratify any related
person transaction that has not been previously approved, in which a director, executive officer, five percent owner or immediate family member of any such person has a material interest, and which the transaction is in an amount in excess of
$120,000, either individually or in the aggregate of several transactions during any calendar year.”

 The Company will
provide the information pursuant to Item 407(e)(4) of Regulation S-K in the governance section of the proxy statement rather than the Compensation, Discussion and Analysis section.

 Compensation Discussion and Analysis, page 11

9.
We note your response to comment 17 in our letter dated September 14, 2009. We note disclosure: (a) on revised page 3 that you benchmark each
element of compensation and you benchmark total compensation for each named executive officer at a level below the 75th percentile of the peer group, (b) on revised page 4 that Mr. Dumas’ annual salary was “in line”
with the salaries being paid to chief executive officers in your peer group and (c) on revised page 7 that equity compensation is established consistent with a 50% benchmark or below of the peer group. For each named executive officer,
please disclose where you target base salaries and where actual payments fall for each element of compensation within the targeted parameters.

 United States Securities and Exchange Commission

 November 18, 2009

  Page
 7

 Response: In future filings, the Company will provide additional disclosure with
respect to executive officer compensation. An example of the revised disclosure follows (with the new disclosure presented in italics for your reference).

 Executive Officer Compensation

 Principal Elements of Compensation of Our Named
Executive Officers

 Historically, the principal elements of the compensation package offered to our executive officers has
consisted of:

•

 Base salary;

•

 Cash bonus incentive compensation under

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
October 21, 2009

via U.S. mail and facsimile

Jerry Dumas, Chief Executive Officer  Flotek Industries, Inc.  2930 W. Sam Houston Pkwy N. Houston, Texas   77043   RE: Flotek Industries, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Form 10-Q for the Fiscal  Quarter Ended June 30, 2009
  Proxy Statement    Filed April 29, 2008   File No. 000-52423

Dear Mr. Dumas:

We have reviewed your response letter  dated October 5, 2009 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.    Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Page 28

Results of Operations, page 34

1. We have read your response to prior co mment 3 from our letter dated September
14, 2009.  Your proposed disclosure states  “we utilize the financial measure of
income from operations to track our se gment performance.”  If the measure you
are referring to above is actually adju sted income from operations (a non-GAAP
measure), as presented in your filing, we remind you that titles of non-GAAP
measures should not be confusingly similar to GAAP measures.  Please revise to
clearly and distinctly refe r to your non-GAAP measure.

2. You state your non-GAAP measure is used to track your segment performance.
We note you adjust your non-GAAP perf ormance measure to eliminate

Mr. Dumas
Flotek Industries, Inc.   October 21, 2009 Page 2
impairment charges of $67.7 million in curred in 2008 because you believe the
impairment will become immaterial to us ers of your financial statements in the
near-term period.  We further note from your proposed disclosure that you state
“large non-cash impacts to operating income  that do not recur are not considered
by Management when reviewing segment performance…”   However, we note you incurred additional impairment charges of $18.5 million for the six months ended June 30, 2009.  Please eliminate any reference to items as non-recurring
when they are reasonably likely to recur within two years or there was a similar
charge or gain within the prior two years.  Given this and your proposed
disclosure, it does not app ear you have fully demonstrat ed the usefulness of the
non-GAAP measure.   Please tell us and disc lose in future filings the reasons why
you believe that presentation of the non-GAAP financial measure provides useful
information to investors regarding yo ur financial condition and results of
operations.  If you continue to present th is measure in future filings, please
include the disclosures discussed in Question 8 of Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures , available on our website.
Provide us with an example of your intended future disclosure.
 Capital Resources and Liquidity, page 41

3. We have read your response to prior co mment 4 from our letter dated September
14, 2009.  We note you have chosen to no l onger disclose capital expenditure by
segment because you believe it is not useful to investors.  We further note your statement that you believe an investor w ould be most interested in understanding
capital expenditures for a total Company.  It is unclear to us how aggregated
information would be more useful to an investor, given the fact that it appears
capital expenditures are more material to the Drilling Products segment, given
your disclosure in the 2008 Form 10-K.  At a minimum, in future filings please include a discussion of your short and l ong-term capital expenditures.  This
discussion should describe the capital e xpenditures, quantify the cash needs and
the sources of funds to meet such need s.  Refer to Section 501.03(a) of the
Financial Reporting Codification.

4. In response to prior comment 25, you stat e you will provide disclosure of actual
and required ratios, “provided that the Comp any believes there is a possibility that
a ratio or covenant will be breached with in the next reporting period.”  Please
provide this disclosure in future f ilings whenever future non-compliance is
reasonably likely, regardless of when th e covenant would be  breached (i.e.
whether it is likely to occur within the next reporting period or in a subsequent
reporting period).

Mr. Dumas
Flotek Industries, Inc.   October 21, 2009 Page 3  Critical Accounting Policies and Estimates, page 47

5. We note your response to prior comme nt 7.  Based on an evaluation of
“qualitative factors,” you have “determine d that misstatements of relatively small
amounts of sales from services outside the logistics division would not have a
material effect on the financial statements .”  The basis for your analysis or its
focus on hypothetical “misstatem ents of relatively small amounts” is not clear.
Paragraph 12 of APB Opinion No. 22 re quires disclosure of accounting policies
“that materially affect the determinati on of financial posit ion or results of
operations.”  Since sales from servic es outside of the logistics division
represented 6% and 7% of total re venue in 2008 and 2007, it appears these
disclosures would be material  and useful.  Please clarif y, if true, exactly how your
analysis determined that your revenue recognition policies for these services do
not materially affect your results.  Al so, please supplementally describe your
revenue recognition policies for these services.  Refer to SAB Topic 13B.
 Note 9 – Long-term Debt, page 78

6. We have read your response to prior co mment 11 from our letter dated September
14, 2009.  You state you are not required to  provide condensed consolidating
financial information for your subsidiaries  that guarantee your debt pursuant to
paragraph (f) of Rule 3-10 of Regula tion S-X.  If condensed consolidating
financial information is not required under paragraph (f)(4), your financial
statements should include a footnote stati ng, if true, that the parent company has
no independent assets or operations, the guarantees are full and unconditional and
joint and several, and any subsidiaries other than the subsidiary guarantors are
minor.  The footnote also must include the narrative disclosures specified in
paragraphs (i)(9) and (i)(10) of this s ection.  Please revise future filings
accordingly.
 Exhibit 12 – Ratio of Earnings To Fixed Charges

7. We have read your response to prior co mment 14 from our letter dated September
14, 2009.  Your proposed disclosure does not  disclose the dollar amount of the
deficiency.  Please revise  proposed disclosure to comply with Item 503 of
Regulation S-K.
 Definitive Proxy Statement

 General

8. We note your response to comment 16 in our letter dated September 14, 2009.
Please provide information pursuant to 404( b) of Regulation S-K, even if there
are no related person transactions to disclose pursuant to Item 404(a) of

Mr. Dumas
Flotek Industries, Inc.   October 21, 2009 Page 4
Regulation S-K.  Also, consider provid ing the information pursuant to Item
407(e)(4), Compensation Committee Interloc ks and Insider Part icipation, in the
governance section of the Schedule 14A in stead of the Compensation Discussion
and Analysis section.

Compensation Discussion and Analysis, page 11

9. We note your response to comment 17 in our letter dated September 14, 2009.
We note disclosure:  (a) on revised page 3 that you benchmark each element of
compensation and you benchmark total compensation for each named executive officer at a level below the 75
th percentile of the peer group, (b) on revised page 4
that Mr. Dumas’ annual salary was “in line” with the salaries being paid to chief
executive officers in your peer group a nd (c) on revised page 7 that equity
compensation is established consistent with a 50% benchmark or below of the
peer group.  For each named executive officer, please disclose where you target base salaries and where actual payments fall for each element of compensation within the targeted parameters.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters. Please
contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any legal related
questions.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 2930 W. Sam Houston Pkwy N., Suite 300

 Houston, Texas 77043

 (713) 849-9911

 October 5, 2009

 Mr. Terence O’Brien

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E. Stop 4631

 Washington, D.C. 20549

RE:
Flotek Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Proxy Statement Filed April 29, 2009

File No. 000-52423

 Dear Mr. O’Brien:

 Set forth below are the responses of Flotek Industries, Inc., a Delaware corporation (the “Company”), to
comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 14, 2009 (the “Comment
Letter”), with respect to the above-referenced filings (the “Filings”). For your convenience, we have repeated in bold face type the comments exactly as set forth in the Comment Letter. The Company’s response to each
comment is set forth immediately below the text of the applicable comment. A copy of this letter has been furnished on EDGAR as correspondence. Additionally, the Company will file through EDGAR and separately forward courtesy copies of Amendment
No. 1 to Form 10-K (the “Amendment”) to address certain comments of the Staff contained in the Comment Letter.

 The Company acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the Filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in
expediting the review process.

Very truly yours,

 /s/ Jesse E. Neyman

Jesse E. Neyman

Chief Financial Officer

cc:

Tracey McKoy (SEC)

Sherry Haywood (SEC)

W. Mark Young (Andrews Kurth LLP)

 Mr. Terence O’Brien

 U.S. Securities and Exchange Commission

 October 5, 2009

  Page
 2

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, Page 28

 Results of Operations, page 34

1.
In future annual and quarterly filings please ensure the discussion of results and operations quantifies the impact of the various underlying factors mentioned in
your analysis and discusses the underlying causes. For example:

•

 On page 35 you list several factors contributing to the 51% increase in selling, general and administrative costs but do not quantify their
impacts.

•

 In your discussion of the operations of Chemicals and Logistics on page 37, you do not quantify the impact on revenue from the increase in
sales of proprietary specialty chemicals, the effect of price increases instituted in the first quarter, the impact of the Sooner Energy Services, Inc. acquisition, or the offsetting impact of the decrease in sales of other chemical business. Given
the importance of the rising cost of raw materials during the first part of 2008, quantification of the effect of price increases appears particularly important to an understanding of your operations.

•

 The underlying reasons for the significant fluctuations in sales volume of “green” chemicals is not discussed. The decline in the quarter
ended June 30 is not quantified.

•

 You do not discuss the underlying causes of the increase in Drilling Products revenue from the organic growth discussed on page 38.

•

 While gross margin was stable in calendar years 2008 and 2007, there was a significant decline in gross margin during the first two quarters
of 2009. However the discussion of gross margin in the Forms 10-Q is very brief, does not provide detailed analysis, and does not quantify the impact of the underlying reasons.

 These are examples and are not intended to be a comprehensive list. For additional guidance, please refer to Section 501.04 of the
Financial Reporting Codification and SEC Release 33-8350.

 Response: In future filings, the Company will enhance
Management’s Discussion and Analysis to include more quantification of various material factors affecting changes in its financial results to provide investors with a better understanding of its operations.

 Mr. Terence O’Brien

 U.S. Securities and Exchange Commission

 October 5, 2009

  Page
 3

2.
We note your discussion of raw materials on pages 5 and 8 and throughout MD&A. In future filings please provide additional analysis of how the fluctuations in
oil and gas prices affect your business. Discuss the impact of rising prices on your margins, your ability to recover these costs through corresponding price increases, the impact during the periods presented, and the anticipated impact in future
periods. Regarding the recent significant decline in oil and gas prices, provide a more detailed analysis that clarifies and to the extent possible, quantifies the link between a decline in oil and gas prices and specific effects on your business.
Provide quantified information to the extent available. We note you began presenting rig count in your March 31, 2009, Form 10-Q. To the extent management is aware of intermediate metrics indicative of the strength of markets, such as rig
count, well completions, or industry exploration and production expenditures, disclosure and analysis of such quantified information may assist investors in viewing the business through the eyes of management. Disclose and analyze any specific
events or trends that may impact future operations, such as significant customer project delays or modifications and adverse competitive pressures in significant markets. Refer to Item 303(a)(3)(ii) of Regulation S-K.

 Response: In future filings, the Company will enhance its disclosure related to discussion of raw
materials to include specific events and industry metrics that could impact its business operations or industry as a whole.

3.
We note you present a non-GAAP reconciliation on page 34. Please tell us and disclose in future filings the reasons why you believe that presentation of the non-GAAP
financial measure provides useful information to investors regarding your financial condition and results of operations. If you continue to present this measure in future filings, please include the disclosures discussed in Question 8 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures, available on our website. Provide us with an example of your intended future disclosure.

 Response: Management believes that the presentation of the non-GAAP disclosure is appropriate as the impact of the Impairment will
become immaterial to the users of the Company’s financial statements within a near-term period. Accordingly the Company will provide the following additional disclosure in its future filings:

 “We utilize the financial measure of income from operations to track our segment performance. This measure reflects operating margins
less direct expense associated with the generation of segment revenue. Management further uses this measure to analyze cash flow generated by each segment. Large non-cash impacts to operating income that do not recur are not considered by Management
when reviewing segment performance or predicting future earnings or cash flows.”

 Mr. Terence O’Brien

 U.S. Securities and Exchange Commission

 October 5, 2009

  Page
 4

 Additionally, Management will utilize net income and earnings per share to assess
overall Company performance. Infrequent non-cash adjustments are not considered when comparing current period results to prior operating performance nor are they considered when predicting future results.

 Capital Resources and Liquidity, page 41

4.
You state on page 39 the Drilling Products segment requires higher levels of capital expenditures than your other segments. We note capital expenditures for this
segment amounted to $19.8 million for 2008 and you plan to reduce capital spending in this segment by more than 50% in 2009 from 2008 levels. We further note from your cash flow statement as of June 30, 2009 you’ve spent $4.9 million for
capital expenditures. In future filings please disclose your estimate for capital expenditures for the remaining 2009 fiscal year for this segment and the source of funds. Please also address whether a significant decrease in capital expenditures
will impact your results of operations and liquidity for this segment.

 Response: Management does not
consider capital expenditures by segment to be information that is material to investors. Management views segment operating profit as the key segment performance indicator. Working capital and liquidity for all segments are managed on a
consolidated basis. Any capital expenditures are reviewed and approved centrally based upon business need and return on investment metrics. Therefore we will no longer disclose this information on a segment basis in future filings as we do not
believe it is useful to the investor. We do believe, that like Management, an investor would be most interested in understanding capital expenditures for a total Company perspective similar to the manner in which we disclose and manage borrowings
under our debt agreements.

5.
You state on page 41 that during the year ended December 31, 2008, changes in working capital used approximately $3.4 million in cash, principally due to an
increase of $14.5 million in inventory, an increase of $8.5 million in accounts receivable partially offset by an increase of $12.4 million in accounts payable and an increase of $7.5 million in accrued liabilities, including interest. In future
filings please provide a more robust liquidity discussion of the material changes in your operating accounts. Specifically, please discuss key drivers contributing to material increases or decreases in working capital. Furthermore, given that you
have cash obligations related to your long-term debt and your history of covenant violations, in future filings please discuss your ability to satisfy your debt obligations and fund capital expenditures and operations. Refer to Sections 501.03 and
04 of the Financial Reporting Codification for guidance.

 Mr. Terence O’Brien

 U.S. Securities and Exchange Commission

 October 5, 2009

  Page
 5

 Response: In future filings, the Company will provide more robust disclosure
related to its liquidity by providing greater discussion of key drivers contributing to changes in working capital. Within the liquidity section of Management’s Discussion and Analysis in the final paragraph of the Capital Resources and
Liquidity section, the Company provided disclosure to the effect that Management believes the Company has adequate resources through a combination of cash flows and available credit to meet its current obligations and debt payment requirements. In
future filings, the Company will expand this disclosure to include a reference to capital expenditures.

 Critical Accounting Policies and
Estimates, page 47

 Revenue, page 47

6.
In future filings please expand your revenue recognition policy to disclose the amount of revenue attributable to claims and unapproved change orders, if material,
for each period presented. Refer to SOP 81-1 and the AICPA Audit and Accounting Guide for Construction Contractors for guidance.

 Response: In future filings, the Company will enhance its disclosure related to discussion of change orders, if material, for each period presented.

7.
Please clarify whether there are material sales from services outside of your logistics division and, if so, revise your revenue recognition policy to disclose your
policy for recognizing revenue from providing these services.

 Response: Sales from services outside
of the Company’s logistics division represented approximately 6% of total consolidated revenue in 2008 and approximately 7% of total consolidated revenue in 2007. The Company has evaluated the qualitative factors of the materiality of the sales
of services outside the logistics division. Qualitative factors considered included (i) does not affect analyst expectations; (ii) incentive compensation is not tied to this disclosure and (iii) this disclosure is not tied to precise
measurement. Based on this qualitative evaluation, the Company determined that misstatements of relatively small amounts of sales from services outside the logistics division would not have a material effect on the financial statements. The Company
will continue to monitor future sales from services outside the logistics division and will revise its revenue recognition policy when the sales reach a material level.

 Goodwill, page 48

8.
Please expand your discussion of goodwill and impairment testing to include the following disclosure about impairment testing of goodwill:

•

 Revise your disclosure to provide a description of your reporting units. Refer to paragraphs 30-31 of SFAS 142 for guidance.

 Mr. Terence O’Brien

 U.S. Securities and Exchange Commission

 October 5, 2009

  Page
 6

•

 Provide a description of the valuation method used to determine the fair value of your reporting units, the material assumptions used in the
valuation method, and the sensitivity of those assumptions. For example, disclosure of the assumptions under the discounted cash flow method should include the discount rate used, projected revenue growth rates, and the operating profit margin, at a
minimum.

•

 Include a sensitivity analysis of the material assumptions using other reasonably likely inputs.

•

 Clarify whether the fair value of each of your reporting units is or is not materially in excess of the carrying value and discuss the implications
on the sensitivity of your assumptions or the possibility of future impairment. For any reporting units with a carrying value that is not materially different from the estimated fair value, please disclose the amount of goodwill for the reporting
unit and the amount of headroom.

 Please provide us with an example of your intended future
disclosure.

8.
Response: In future filings, the Company will enhance its disclosure to expand the discussion of goodwill and impairment testing. An example of this future
disclosure follows:

 “Impairment Valuation

 We disclosed our critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2008. No significant
changes have occurred to those policies except our adoption of SFAS No. 141R effective January 1, 2009. SFAS No. 141R provides enhanced guidance related to the measurement of identifiable assets acquired, liabilities assumed and
disclosure of information related to business combinations and their effect on the Company. We have not acquired any companies since adopting SFAS No. 141R on January 1, 2009, and accordingly the companies we acquired prior to
December 15, 2008 have been accounted for under SFAS 141. See Note 3 of the Notes to the Consolidated Condensed Financial Statements.

 Flotek records goodwill related to business acquisitions when the purchase price exceeds the fair value of identified assets and liabilities acquired. Under Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), goodwill is subject to an annual impairment test. Flotek normally performs its annual goodwill impairment testing in the fourth quarter. If an event occurs,
or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying value; an interim impairment

 Mr. Terence O’Brien

 U.S. Securities and Exchange Commission

 October 5, 2009

  Page
 7

test would be performed between annual tests. In the sec

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
September 14, 2009

via U.S. mail and facsimile

Jerry Dumas, Chief Executive Officer  Flotek Industries, Inc.  2930 W. Sam Houston Pkwy N. Houston, Texas   77043   RE: Flotek Industries, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Form 10-Q for the Fiscal  Quarter Ended June 30, 2009
  Proxy Statement    Filed April 29, 2008   File No. 000-52423

Dear Mr. Dumas:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

Mr. Dumas
Flotek Industries, Inc.   September 14, 2009 Page 2   Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Page 28
 Results of Operations, page 34

1. In future annual and quarterly filings pl ease ensure the discussion of results and
operations quantifies the impact of the various underlying factors mentioned in
your analysis and discusses the underlying causes.  For example:

• On page 35 you list several factors contri buting to the 51% in crease in selling,
general and administrative costs bu t do not quantify their impacts.
• In your discussion of the operations of  Chemicals and Logistics on page 37,
you do not quantify the impact on revenue  from the increase in sales of
proprietary specialty chemicals, the effect of price increases instituted in the first quarter, the impact of the Sooner Energy Services, Inc. acquisition, or the
offsetting impact of the decrease in sale s of other chemical business.  Given
the importance of the rising cost of ra w materials during th e first part of 2008,
quantification of the effect of price increases appears particularly important to
an understanding of your operations.
• The underlying reasons for the significan t fluctuations in sales volume of
“green” chemicals is not discussed.  Th e decline in the quarter ended June 30
is not quantified.
• You do not discuss the underlying causes  of the increase in Drilling Products
revenue from the organic growth discussed on page 38.
• While gross margin was stable in calendar years 2008 and 2007, there was a
significant decline in gr oss margin during the first two quarters of 2009.
However the discussion of gross margin in the Forms 10-Q is very brief, does not provide detailed analysis, and do es not quantify the impact of the
underlying reasons.

These are examples and are not intended to be a comprehensive list.  For additional guidance, please refer to Section 501.04 of the Financial Reporting
Codification and SEC Release 33-8350.
2. We note your discussion of raw mate rials on pages 5 and 8 and throughout
MD&A.  In future filings please prov ide additional analysis of how the
fluctuations in oil and gas prices affect  your business.  Discuss the impact of
rising prices on your margins, your ab ility to recover these costs through
corresponding price increases , the impact during the pe riods presented, and the
anticipated impact in future periods.  Re garding the recent significant decline in
oil and gas prices, provide a more detailed an alysis that clarifies and to the extent

Mr. Dumas
Flotek Industries, Inc.   September 14, 2009 Page 3
possible, quantifies the link between a decl ine in oil and gas prices and specific
effects on your business.  Provide quantified information to the extent available.
We note you began presenting rig count in your March 31, 2009, Form 10-Q.  To the extent management is aware of interm ediate metrics indicative of the strength
of markets, such as rig count, well co mpletions, or industry exploration and
production expenditures, disclo sure and analysis of su ch quantified information
may assist investors in viewing the bu siness through the eyes of management.
Disclose and analyze any specific events  or trends that may impact future
operations, such as significant customer  project delays or  modifications and
adverse competitive pressures in significant markets.  Refer to Item 303(a)(3)(ii)
of Regulation S-K.
3. We note you present a non-GAAP reconcilia tion on page 34.  Please tell us and
disclose in future filings the reasons why you believe that presentation of the non-
GAAP financial measure provides useful in formation to investors regarding the
your financial condition and results of opera tions.  If you continue to present this
measure in future filings, please include th e disclosures discussed in Question 8 of
Frequently Asked Questions Regar ding the Use of Non-GAAP Financial
Measures , available on our website.  Provide us with an example of your intended
future disclosure.

Capital Resources and Liquidity, page 41

4. You state on page 39 the Dr illing Products segment re quires higher levels of
capital expenditures than your other segments.  We note capital expenditures for this segment amounted to $19.8 million for 2008 and you plan to reduce capital spending in this segment by more than 50% in 2009 from 2008 levels.   We
further note from your cash flow statement as of June 30, 2009 you’ve spent $4.9 million for capital expenditures.  In future filings please disclose your estimate for
capital expenditures for the remaining 2009 fiscal year for this segment and the
source of funds.   Please also address whether a significant decrease in capital
expenditures will impact your results of opera tions and liquidity for this segment.

5. You state on page 41 that during the year ended December 31, 2008, changes in
working capital used approximately $3.4 million in cash, principally due to an increase of $14.5 million in inventory, an increase of $8.5 million in accounts
receivable partially offset by an increa se of $12.4 million in accounts payable and
an increase of $7.5 million in accrued liabilities, includi ng interest.  In future
filings please provide a more robust liquidity discussion of  the material changes in
your operating accounts. Specifically, please discuss key drivers contributing to material increases or decreases in work ing capital.  Furthermore, given that you
have cash obligations related to your long- term debt and your history of covenant
violations; in future filings please di scuss your ability to satisfy your debt

Mr. Dumas
Flotek Industries, Inc.   September 14, 2009 Page 4
obligations and fund capital expenditures and operations.  Refer to Sections
501.03 and 04 of the Financial Reporting Codification for guidance.
 Critical Accounting Policies and Estimates, page 47

 Revenue, page 47

6. In future filings please expand your reve nue recognition policy to disclose the
amount of revenue attributable to cl aims and unapproved change orders, if
material, for each period presented.  Re fer to SOP 81-1 and the AICPA Audit and
Accounting Guide for Constructi on Contractors for guidance.
7. Please clarify whether there are material sales from services outside of your
logistics division and, if s o, revise your revenue rec ognition policy to disclose
your policy for recognizing revenue from providing these services.

Goodwill, page 48
8. Please expand your discussion of goodwill a nd impairment testing to include the
following disclosure about impairment testing of goodwill:

• Revise your disclosure to provide a description of your reporting units.  Refer
to paragraphs 30-31 of SFAS 142 for guidance.
• Provide a description of the valuation me thod used to determine the fair value
of your reporting units, the material assumptions used in the valuation
method, and the sensitivity of those assu mptions.  For example, disclosure of
the assumptions under the discounted cash flow method should include the discount rate used, projecte d revenue growth rates, and the operating profit
margin, at a minimum.
• Include a sensitivity analysis of the material assumptions using other
reasonably likely inputs.
• Clarify whether the fair value of each of your reporting units is or is not
materially in excess of the carrying value and discuss the implications on the sensitivity of your assumptions or the po ssibility of future impairment.  For
any reporting units with a carrying value th at is not materially different from
the estimated fair value, please di sclose the amount of goodwill for the
reporting unit and the amount of headroom.
 Please provide us with an example of your intended future disclosure.
Intangible and Other Assets, page 48

9. Please expand your discussion of other inta ngible assets to discuss the valuation
method used in your impairment testing a nd to disclose the significant underlying

Mr. Dumas
Flotek Industries, Inc.   September 14, 2009 Page 5
assumptions.  Include a sensitivity analys is of the material assumptions using
other reasonably likely inputs.

Note 9 – Long-term Debt, page 78

10. Please clarify the specific terms of conversion and clearly disclose other
significant terms of the notes.  The discus sion should include c oncise but specific
disclosure of the terms with significant  accounting ramifications and sufficient to
an understanding of implications of fu ture cash flows and future financial
statement impacts.
11. We note you issued 5.25% Convertible Seni or Notes on in February 2008.  You
state on page 42 the notes are guaranteed on a senior, unsecured basis by the Guarantors.  Based on the Form 8-A12B filed on February 7, 2008, it appears that
certain of your subsidiaries are guarantors of your public debt.  If so, please tell us
your consideration of providing financial statements pursuant to Rule 3-10 of
Regulation S-X

Item 9A.  Controls a nd Procedures, page 95

12. We note your statement that “There are inhe rent limitations to the effectiveness of
any system of disclosure controls and procedures, including the possibility of
human error and the circumvention or ove rriding of controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their contro l objectives.”  Please revise to state
clearly, if true, that your disclosu re controls and procedures are designed to
provide reasonable assurance of achieving th eir objectives and that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective at th at reasonable assurance level.  In the
alternative, remove the reference to th e level of assurance of your disclosure
controls and procedures.  Please refer to  Section II.F.4 of Management’s Reports
on Internal Control Over Financial Reporti ng and Certification of Disclosure in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our
website at http://www.sec .gov/rules/final/33-8238.htm.

Item 15. Exhibits and Financia l Statement Schedules, page 97
13. We note that it appears you have not filed on EDGAR certain exhibits and
schedules to the credit agreements you have filed as Exhibits 10.1, 10.16 and
10.21 to your Form 10-K.  Please file comple te copies of your credit agreements.
See Item 601(b)(10) of Regulation S-K.

Exhibit 12 – Ratio of Earnings To Fixed Charges

Mr. Dumas
Flotek Industries, Inc.   September 14, 2009 Page 6
14. We note your ratio of earnings to fixed charges indicates less than a one-to-one
coverage for the year ended December 31, 2008.   In future filings where your ratio of earnings to fixed ch arges indicates less than a one-to-one coverage, please
disclose the dollar amount of the defici ency.  Refer to Item 503 of Regulation S-
K.
 Exhibit 32.1 and 32.2

15. The certifications provided under section 906 of the Sarbanes-Oxley Act are not
dated.  Please file a full amendment to the Form 10-K for the fiscal year ended December 31, 2008 that includes the prope r certifications required by Items
601(b)(32) of Regulation S-K.

Definitive Proxy Statement

 General

16. Please provide information pursuant to Item 404(a) and (b ) and 407(e)(4) of
Regulation S-K.

Compensation Discussion and Analysis, page 11
17. Please clarify the extent of your benchm arking practices.  Al though it appears that
you engage in some benchmarking of ba se salaries, explai n whether you apply
these practices to other elements of y our compensation program.  To the extent
you do benchmark other forms of compensa tion, please disclose where you target
each element of compensation and where actu al payments fall within the targeted
parameters.  Provide appropriate analysis and insight into spec ific payouts to the
extent they fall outside the targeted parameters.

Base Salary, page 14
18. We note that the base salaries of each of  the named executive officers increased in
2008.  For each named executive officer, please describe and quantify the individual performance objectiv es that served as the basis for the increases in base
compensation.

Annual Bonus Compensation, page 15

19. Please revise to describe your annual bonus compensation including, for each of
your named executive officers, the to tal amount of compensation the named
executive officers were targeted to recei ve in 2008, the factors the compensation
committee used to determine the to tal targeted amount of annual bonus
compensation and why no payouts were made in 2008.   We note disclosure that

Mr. Dumas
Flotek Industries, Inc.   September 14, 2009 Page 7
Mr. Jowett received a 2008 bonus.  Please di sclose the specific reasons why Mr.
Jowett was awarded this form and level of compensation and discuss and analyze
the reasons why the compensation comm ittee determined that the bonus was
appropriate in light of the factors it considered.

Equity Compensation, page 16

20. For each named executive officer please expand the disclosure in the last
paragraph on page 16 to include substant ive analysis and insight into how the
restricted stock and stock option awards we re determined and pr ovide insight into
why the compensation committee determined  that the levels of compensation
were appropriate in light of the fact ors considered.  Also, for each named
executive officer, please describe an d quantify the individual performance
objectives that cont ributed to awards made under this compensation program.

Summary Compensation Table, page 20
21. Please provide disclosure pursuant to the Instruction to Item 402(c)(2)(v) and (vi)
for footnotes 1 and 2 in the summary compensation table.

Option Exercises and Stock Vested, page 24
22. We note that Mr. Dumas had a significant vesting event in 2008.  Please disclose
whether this had any impact on the decisions made by the compensation
committee with respect to the 2008 compensation of Mr. Dumas.

Director Compensati on Table, page 26
23. Please provide disclosure pursuant to th e Instruction to It em 402(k)(2)(iii) and
(iv) for footnotes 2, 3, 4 and 5 in the director compensation table.
Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Page 17

24. As a result of recent net losses and decr eased sales, it appears the evaluation of
deferred tax

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

 Mail Stop 4631
September 15, 2009
 Jesse E. Neyman Chief Financial Officer Flotek Industries, Inc. 2930 W. Sam Houston Pkwy. N, Suite 300 Houston, Texas  77043
Re: Flotek Industries, Inc.
  Registration Statement on Form S-3
Filed August 26, 2009
  File No. 333-161552

Dear Mr. Neyman:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Selling Stockholders, page 4

1. With respect to the shares to be offered fo r resale by legal entiti es, please disclose
the individual or individuals who exercise the voting and dispositive powers.  See Regulation S-K Compliance and Disclosure Interpretation No. 140.02.

Jesse E. Neyman
Flotek Industries, Inc.
September 15, 2009 Page 2
2. Please be advised that all selling stockholders who ar e registered broker-dealers
who did not receive their securities as  compensation for investment banking or
similar services should be identified as  underwriters.  If any of the selling
stockholders are affiliates of broker-deal ers, confirm that at the time of the
purchase of the securities to be resold, the selle r purchased in the ordinary course
of business and did not have any agreem ents or understandings, directly or
indirectly, with any person to distribute the securities.  If you cannot make these
representations on behalf of  the selling stockholders, please identify them as
underwriters.
3. Please ensure the calculations are appr opriate for the information provided for
Peter & Jaquelyn Barbara, JTWROS.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t 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 that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Jesse E. Neyman
Flotek Industries, Inc. September 15, 2009 Page 3     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3397 with any other questions.

     S i n c e r e l y ,

       Jay Ingram
Legal Branch Chief
cc: W. Mark Young (Via facsimile 713/238-7111)
 Andrews Kurth LLP  600 Travis, Suite 4200  Houston, Texas 77002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

October 15, 2007

via U.S. mail and facsimile

Ms. Lisa G. Meier   Chief Financial Officer
Flotek Industries, Inc.
7030 Empire Central Drive
Houston, TX  77040
RE: Flotek Industries, Inc.
Form 10-K for the Fiscal Year ended December 31, 2006
  Filed March 16, 2007   Form 10-Q for the Quarterly Period ended June 30, 2007
Filed August 9, 2007 File No. 001-13270

Dear Ms. Meier:

We have completed our review of these filings and have no further comments at
this time.

If you have any further questions regard ing our review of your filings, please
direct them to Ryan Rohn, Staff Accountant, at (202) 551-3739 or, in his absence, to Al
Pavot, Staff Accountant, at  (202) 551-3738, or to the undersigned at (202) 551-3355.
        S i n c e r e l y ,            T e r e n c e  O ’ B r i e n         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 Flotek Industries, Inc.

 7030
Empire Central Drive

 Houston, Texas 77040

 September 10,
2007

 Mr. Terence O’Brien

 Accounting Branch Chief

 Division of Corporate Finance

 Securities and Exchange
Commission

 Washington, D.C. 20549-7010

RE:
Flotek Industries, Inc.

 Form 10-K for the
Fiscal Year ended December 31, 2006

 Filed March 16, 2007

 Form 10-Q for the Quarterly Period ended June 30, 2007

 Filed August 9, 2007

 File No. 001-13270

 Dear Mr. O’Brien,

 We have received your comment letter dated August 16, 2007. Your comments are presented below followed by Flotek’s response to each comment.

 Form 10-K for the Fiscal Year ended December 31, 2006

 General

1.
As requested on page 6 in our comment letter dated July 19, 2007, please provide the three acknowledgements in your next response to us. These are:

•

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

 Flotek Response:

 Please see our Statement of Acknowledgement at the end of this letter.

 1

 Note 3 – Acquisitions, page 41

2.
We have reviewed your response to our prior comment 5. It is unclear to us how you determined a threshold of 50% is the materiality threshold to disclose pro forma financial
information when you have acquired a series of individually immaterial business combinations pursuant to paragraph 54 of SFAS 141. We also note that it appears that you have determined that these 3 acquisitions are material in the aggregate as you
have provided the appropriate disclosures pursuant to paragraphs 51 through 53 of SFAS 154. As such, in future filings, please ensure that you provide appropriate pro forma financial information pursuant to paragraph 54 of SFAS 141.

 Flotek Response:

We will revise future filings to include appropriate pro forma financial information pursuant to paragraph 54 of SFAS 141.

3.
We have reviewed your response to our prior comment 6 and have the following comments:

•

 You have responded that you have been working with a third party valuation consultant to estimate the value of intangible assets acquired and that you have revised
the estimated fair value of intangible assets acquired as of June 30, 2007. We note that you reclassed $1.3 million from goodwill to intangible assets. Please tell us how far along you are in the process and if you anticipate additional
adjustments. We note that the allocation period should usually not exceed one year from the consummation of a business combination.

•

 Notwithstanding the above, and in light of the facts that were included in our prior comment 6, we repeat our comment to explain to us your analysis to allocate
significant amounts of your assets acquired to goodwill as opposed to allocating amounts to intangible assets pursuant to paragraphs 39 and A10 through A28 of SFAS 141.

•

 If you continue to determine that your goodwill allocations are appropriate, please explain to us, for each of your acquisitions in 2006 and 2007, the specific
factors that contributed to a purchase price that resulted in goodwill recognition and provide these disclosures in your future filings. We note that goodwill is 32% of your total assets as of June 30, 2007.

 Flotek Response:

We have completed our assessment of the value of intangible assets acquired in conjunction with business acquisitions as of June 30, 2007 and do not anticipate additional
adjustments.

In assessing the purchase price allocation for each acquisition, the Company compiles a comprehensive list of potential identifiable intangible assets including trade names,
customer lists and technology-based intangible assets. Our acquisitions in 2006 and 2007 related to our Drilling Product and Artificial Lift segments. These segments serve fragmented markets and sales activity is driven by availability of inventory
and tools, local service capability and relationships with key individuals, rather than technological differentiation or trade/brand names. As a result, the intangible assets acquired primarily consist of customer relationships and non-compete
agreements. The ability to improve utilization of existing assets, an established assembled workforce, economies of scale and operational synergies support the amount of goodwill recognized.

 2

The Company made acquisitions in the Drilling Products segment primarily to expand geographically, expand our rental tool fleet and improve the utilization of the combined rental
tool fleet. We estimate that it would take the Company 18 to 24 months to build the equivalent tool fleet and service capability internally. In addition, significant ongoing capital expenditures are required to sustain existing sales levels because
tools wear out and are lost-in-hole. The Company would suffer high customer attrition if the ongoing capital expenditures were not made since tool availability is the key driver to sales and rentals. As a result, the high capital expenditures reduce
the fair value assigned to the customer relationships.

The Company made acquisitions in the Artificial Lift segment primarily to expand its production driven revenue base and provide a complementary product line to increase sales of our
existing product line, Petrovalve. The capital expenditures required in this segment are much lower than in the Drilling Products segment and therefore the fair value of customer relationships are higher.

 Form 10-Q for the Quarterly Period ended June 30, 2007

 Note 6 – Goodwill, page 7

4.
We note that you disclose that you received a third party valuation to determine adjustments to goodwill. While you are not required to make reference to this independent valuation,
when you do you must also disclose the name of the independent valuation firm. If you include or incorporate by reference this disclosure into a 1933 Securities Act filing, you will also need to include the consent of the independent valuation firm.
Refer to Section 436(b) of Regulation C.

 Flotek Response:

We will revise future filings to remove reference to the use of a third party valuation in determining the value of intangible assets acquired.

 Note 14 – Segment Information, page 10

5.
We note your revised disclosures regarding your international revenue in response to our prior comment 9. In future filings, please disclose how you attribute revenues to
international sales and disclose your long-lived assets located outside of the United State. Refer to paragraph 38 of SFAS 131.

 Flotek Response:

We will revise future filings to disclose our method to attribute revenues to international sales and disclose our long-lived assets located outside of the United States.

 3

 Statement of Acknowledgement from the Company

 We understand and acknowledge that Flotek Industries, Inc. is responsible for the adequacy and accuracy of the disclosure in the filing;

 We understand and acknowledge that Securities and Exchange Commission 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

 We understand and acknowledge that Flotek Industries, Inc. may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 Please let us know if there is anything else you require.

 Sincerely,

 /s/ Jerry D. Dumas, Sr.

 Jerry D. Dumas, Sr.

 Chief Executive Officer

 Flotek Industries, Inc.

 /s/ Lisa G. Meier

 Lisa G. Meier

 Chief Financial Officer

 Flotek Industries, Inc.

 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

August 16, 2007

via U.S. mail and facsimile

Ms. Lisa G. Meier
Chief Financial Officer
Flotek Industries, Inc.
7030 Empire Central Drive
Houston, TX  77040

RE: Flotek Industries, Inc.
Form 10-K for the Fiscal Year ended December 31, 2006
  Filed March 16, 2007
  Form 10-Q for the Quarterly Period ended June 30, 2007
Filed August 9, 2007
File No. 001-13270

Dear Ms. Meier:

  We have reviewed your response letter dated August 3, 2007, to our letter dated
July 19, 2007, and have the following comment s.  If you disagree with a comment, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.

 Please understand that the purpose of our re view 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 10-K for the Fiscal Year ended December 31, 2006

General

1. As requested on page 6 in our comment letter dated July 19, 2007, please provide
the three acknowledgements in your next  response to us.  These are:

Ms. Lisa G. Meier
Flotek Industries, Inc.
August 16, 2007 Page 2
• the company is responsible for the adequacy 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 a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Note 3 – Acquisitions, page 41

2. We have reviewed your response to our prior comment 5.  It is unclear to us how
you determined a threshold of 50% is the materiality threshol d to disclose pro
forma financial information when you ha ve acquired a series of individually
immaterial business combinations pursuant to paragraph 54 of SFAS 141.  We also note that it appears that you have de termined that these 3 acquisitions are
material in the aggregate as you have  provided the appropr iate disclosures
pursuant to paragraphs 51 through 53 of SFAS 154.  As such, in future filings,
please ensure that you provide appropri ate pro forma financial information
pursuant to paragraph 54  of SFAS 141.

3. We have reviewed your response to our prior comment 6 and have the following
comments:
• You have responded that you have been working with a thir d party valuation
consultant to estimate the value of in tangible assets acquired and that you
have revised the estimated fair value of  intangible assets acquired as of June
30, 2007.  We note that you reclassed $1.3 million from goodwill to intangible
assets.  Please tell us how far along you are in this process and if you
anticipate additional adjustments.  We note that the allocation period should
usually not exceed one year from the consummation of a business combination.
• Notwithstanding the above, and in light of  the facts that we re included in our
prior comment 6, we repeat our comment to explain to us your analysis to
allocate significant amounts of your a ssets acquired to goodwill as opposed to
allocating amounts to intangible assets  pursuant to paragraphs 39 and A10
through A28 of SFAS 141.
• If you continue to determine that your  goodwill allocations are appropriate,
please explain to us, for each of your acquisitions in 2006 and 2007, the specific factors that contributed to a purchase price that resulted in goodwill
recognition and provide these disclosures in your future filings.  We note that
goodwill is 32% of your total a ssets as of June 30, 2007.

Ms. Lisa G. Meier
Flotek Industries, Inc.
August 16, 2007 Page 3
Form 10-Q for the Quarterly Period ended June 30, 2007

Note 6 – Goodwill, page 7

4. We note that you disclose that you received a third party valu ation to determine
adjustments to goodwill.  While you are not required to make reference to this
independent valuation, when you do you must  also disclose the name of the
independent valuation firm.  If you incl ude or incorporate by reference this
disclosure into a 1933 Secu rities Act filing, you will also  need to include the
consent of the independent valuation firm.  Refer to Section 436(b) of Regulation
C.

Note 14 – Segment Information, page 10

5. We note your revised disclosures regardi ng your international revenue in response
to our prior comment 9.  In future fi lings, please disclo se how you attribute
revenues to international sales and disclo se your long-lived asse ts located outside
of the United States.  Refer to paragraph 38 of SFAS 131.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly f acilitate our review.  Please submit your
supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy 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 a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Ms. Lisa G. Meier
Flotek Industries, Inc.
August 16, 2007 Page 4
If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his abse nce, to Al Pavot, Staff
Accountant, at (202) 551-3738, or to the undersigne d at (202) 551-3355.

       S i n c e r e l y ,

       T e r e n c e  O ’ B r i e n
       Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Correpondence

 Mr. Terence O’Brien

 Accounting Branch Chief

 Division of Corporate Finance

 Securities and Exchange Commission

 Washington, D.C. 20549-7010

RE:
Flotek Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed March 16, 2007

File No. 001-13270

 Dear Mr. O’Brien,

 We have received your comment letter dated July 19, 2007. Your comments are presented below followed by Flotek’s response to each comment.

 Results of Operations, page 20

1.
In consideration that your effective tax rate was 36.7%, 17.6%, and 9.0% in the years 2006, 2005, and 2004, respectively, please revise your income tax expense discussion in future
filings to specifically disclose and quantify the reasons for the fluctuations in your income tax expense year over year. Your current disclosure that the significant increase in taxes is a result of an increase in your projected federal statutory
rate based on estimated income levels, and an increase in your estimated state income tax liability appears general in nature and may not provide investors with a complete understanding of the specific factors that impacted your income tax
fluctuations.

 Flotek Response:

 We will revise our income tax expense discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings beginning June 30, 2007 to specifically disclose and
quantify the reasons for the fluctuations in our income tax expense and effective tax rate period over period.

 Contractual Obligations, page 27

2.
 Please include your interest commitments under your interest-bearing debt in this table, or provide textual discussion of this obligation below the table. If you
provide a textual discussion, the discussion should quantify the interest payments using the same time frames stipulated in the table. Refer to footnote 46 to Release 33-8350

“Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 Flotek Response:

 We will revise our Contractual Obligations table in future filings to include interest commitments under our interest-bearing. As of December 31, 2006 the Company had the following contractual obligations:

Payments Due by Period

Total

Less than
1 year

1-3 years

4-5 years

More than
5 years

(in thousands)

 Long-term debt obligations

$
10,066

$
2,308

$
6,259

$
1,499

$
 —

 Interest obligations related to long-term debt

1,896

779

980

137

—

 Capital lease obligations

708

281

421

6

—

 Interest obligations related to capital leases

95

57

38

—

—

 Operating lease obligations

1,381

475

569

316

21

 Royalty obligation

6,300

400

800

800

4,300

 Total

$
20,446

$
4,300

$
9,067

$
2,758

$
4,321

 Consolidated Statements of Income and Comprehensive Income, page 34

3.
We note the following about your operations:

•

 Within your chemicals and logistics segment, as disclosed on page 2, your specialty chemical division offers a full spectrum of oilfield specialty chemicals and
your logistics division designs, project manages and operates automated bulk material handling and loading facilities.

•

 Further on page 2, you disclose that your drilling products segment manufacturers, sells, rents, and inspects specialized equipment.

•

 As disclosed on page 56, you have implemented a new software package to better monitor your drilling tool rental activities.

•

 In your Form 8-K that was filed on March 20, 2007 that contained the financial statements of Triumph Drilling Tools, you disclose on page 5 that Triumph is a
leading regional provider of down-hole rental equipment.

 In future filings, please revise
your consolidated statements of income to separately present your revenue by net sales of tangible products, income from rentals, and revenues from services, and separately present the corresponding cost of tangible goods sold, expenses applicable
to rental income, and cost of services. Refer to Rule 5-03(1)&(2) of Regulation
 S-X.

 Flotek Response:

 We will revise our consolidated statements of income beginning June 30, 2007 to separately present our revenue by net sales of tangible products, income
from rentals, and revenues from services, and separately present the corresponding cost of tangible goods sold, expenses applicable to rental income, and cost of services.

 Note 3 – Acquisitions, page 41

4.
We note your acquisitions of Can-Ok, Total Well Solutions, LLC, and LifTech, LLC during 2006. Please provide to us with your significance tests of Rules 1-02(w) and 3-05 of
Regulation S-X in determining the need for providing financial statements related to these acquisitions. We may have additional comments after reviewing your response.

 Flotek Response:

 For all acquisitions a
determination of significance is made by comparing the most recent financial statements of the business acquired to Flotek’s most recent annual consolidated financial statements filed with the SEC at or prior to the date of the acquisition. For
each acquisition three tests are performed:

 Investment Test = total cost of acquisition / total assets of Flotek

 Asset Test = total assets of acquisition / total assets of Flotek

 Income Test = pretax income of acquisition / pretax income of Flotek

 The results of the significance
tests for the three acquisitions completed in 2006 are summarized:

Significance Tests on an Individual Basis

 Business Acquired

Investment
Test

Asset
Test

Income
Test

 Can-Ok

14.0
%

5.3
%

5.9
%

 TWS

9.3
%

3.7
%

2.6
%

 LifTech

9.9
%

4.9
%

9.7
%

Significance Tests for Individually Immaterial Acquisitions on a Combined Basis

 Business Acquired

Investment
Test

Asset
Test

Income
Test

 Can-Ok

14.0
%

5.3
%

5.9
%

 TWS

9.3
%

3.7
%

2.6
%

 LifTech

9.9
%

4.9
%

9.7
%

33.3
%

14.0
%

18.2
%

5.
In addition, in light of your three acquisitions in 2006, please tell us your considerations of providing pro forma financial information pursuant to paragraph 54 of SFAS141.

 Flotek Response:

 Based on our evaluation, pro forma financial information is not required for the three acquisitions on an individual basis because no significance test exceeded 20%. In addition, we evaluated the significance of the three acquisitions in
aggregate and determined pro forma financial information is not required for the acquisitions because on an aggregate basis no significance test exceeded 50%.

6.
Based on your disclosures on page 43, we note that you have allocated 2.7%, 3.3%, and 2.8% of total assets acquired to intangible and other assets, respectively, for your
acquisitions of Can-Ok, Total Well Solutions, LLC, and LifTech, LLC. We further note the following:

•

 Your discussion of the significance of your intellectual property on page 3.

•

 In your asset purchase agreement of Can-Ok Field Services, Inc. filed as Exhibit 10.1 to your Form 10-Q for the quarter ended March 31, 2006, specifically
Section 1.1, the agreement states that you have acquired, among other assets, the rights of the Company under the operating agreements, all of the customer lists and customer files, and all of the rights to use the trade name Can-Ok.

•

 Similarly, in the asset purchase agreement of Stabilizer Technology, Inc. filed as Exhibit 10.2 of your Form 10-Q for the quarter ended March 31, 2006, the
agreement states you have acquired, among other assets, the rights of the Company under the operating agreements, all of the customer lists and customer files, and all of the rights to use the trade name Stabilizer Technology.

•

 You disclose on page 43 that in addition to acquiring tangible assets in the Total Well Solutions acquisition, you licensed the rights to exercise the exclusive
worldwide rights to a patented gas separator used in coal bed methane production.

•

 Based on the asset purchase agreement contained at Exhibit 10.1 to your Form 10-Q for the quarter ended June 30, 2006, it appears you also acquired various
intellectual property rights, that includes among other items, trademarks, service marks, trade names, and copyrights. You further obtained leasehold rights and all of the customer lists and customer files.

•

 The asset purchase agreement contained at Exhibit 10.3 to your Form 10-Q for the quarter ended June 30, 2006, related to the acquisition of LifTech, LLC also
appears to provide you with similar intangible assets, including leasehold rights, all of the customer lists and customer files and all of the rights to use the trade name.

 In light of the above, it is unclear to us why you have not allocated more of the total assets acquired to intangible assets. Pursuant to paragraphs 39
and A10 through A28 of SFAS 141, please explain to us your analysis to allocate significant amounts of your assets acquired to goodwill as opposed to allocating amounts to intangible assets.

 Flotek Response:

 For acquisitions we
evaluate the initial purchase price allocation and adjust the allocations as additional information relative to the fair market values of the assets and liabilities of the business becomes known. As part of this process we have been working with a
third party valuation consultant to estimate the value of intangible assets acquired. We have revised the estimated fair value of intangible assets acquired as of June 30, 2007.

 Note 13 – Commitments and Contingencies, page 52

7.
 We note your disclosure that the company is involved, on occasion, in routine litigation incidental to your business. Please expand your discussion of contingent
liabilities to provide the disclosure required by SFAS 5. Clarify whether you believe it is probable, reasonably possible or remote that losses could be material from your

exposure to litigation, potential environmental liabilities and other matters. If reasonably possible, we would expect more detailed and specific disclosures
concerning specific contingencies, rather than generalized risk disclosures.

 Flotek Response:

 The company was not involved in any litigation as of December 31, 2006 through the date of our 10-K filing on March 16, 2007. In future filings
we will expand our disclosure for specific contingencies as necessary. We will expand our disclosure beginning June 30, 2007 to clarify our potential contingent liabilities as follows:

 “The Company is involved, on occasion, in routine litigation incidental to our business. The Company believes that the ultimate resolution of those
routine litigations that may develop will not have a material adverse impact on the Company’s financial position, results of operation or cash flows.”

 Note 14 – Segment Information, page 53

8.
We note that you currently disclose three reportable segments; Chemicals and Logistics, Drilling Products, and Artificial Lift. In consideration that sales in your Chemicals and
Logistics segment represented 50% of your total consolidated net revenue for the year ended December 31, 2006, we note the following:

•

 You disclose on page 2 that your specialty chemical division offers a full spectrum of oilfield specialty chemicals used for drilling, cementing, stimulation, and
production.

•

 Also on page 2, you disclose that your logistics division designs, project manages and operates automated bulk material handling and loading facilities for oilfield
service companies.

•

 Revenue in your chemicals and logistics segment has grown from $18 million in 2004 to $50.5 million in 2006.

•

 In your discussion of results by segment on page 23, you disclose that $17.8 million of the total $20.9 million revenue increase in your chemicals and logistics
segment is from sales of your proprietary biodegradable environmentally benign green chemicals. You further disclose that margins continue to increase as you focus on shifting more of your sales mix to higher margin patented and proprietary
products.

•

 We further note on your website that you continue to separately present 4 companies under your Companies section, including CESI Chemical and MTI.

 In light of these disclosures, it is unclear to us how you have determined to aggregate your specialty chemicals and
logistics operations into one reportable segment. Please identify for us your operating segments pursuant to paragraph 10 of SFAS 131. As part

of your response, please identify your chief operating decision maker and provide us with copies of the relevant financial reports reviewed by your chief
operating decision maker covering the years ended 12/31/06 and 12/31/05.

 Please also tell us in detail how you determined that your
operating segments met each of the criteria in paragraph 17 of SFAS 131 for aggregation. To the extent you are aggregating operating segments because you believe your segments are economically similar, please provide us with an analysis that
includes historical revenues, gross profits, gross profit margins, operating profits, and operating profit margins, along with any other information you believe would be useful for each of your operating segments to help us understand how these
operations are economically similar. Please also address any differences in the trends these financial indicators depict (e.g. if operating income is decreasing for one operation and increasing for another).

 Flotek Response:

 In accordance with SFAS
No. 131, Disclosures about Segments of an Enterprise and Related Information, we determine segmentation based on our internal organization and reporting of discrete financial information based upon generally accepted accounting methods.

 Please see the attached organizational chart below, which shows how our division presidents and vice presidents are aligned to the CEO.
The four group presidents/vice presidents and the CEO constitute our chief operating decision makers.

 We aggregate our specialty
chemicals and logistics operations into one division because they are related businesses operationally, managed by the same chief operating decision maker and market to the same type of customer. Both the specialty chemical division and our
logistics division blend products used by oilfield service companies when drilling and cementing a well. The chemical operations develop, blend and market specialty chemicals used in oil and gas well cementing, stimulation, acidizing, drilling, and
production treatment. The logistics operations provide bulk blending and transload services used in oil and gas well cementing. The logistics operations also provide transload facility management services.

 On a monthly basis the following discrete financial information is reported and reviewed with each chief operating decision maker. Please see the
relevant financial reports reviewed by your chief operating decision maker covering the years ended 12/31/06 and 12/31/05 (Attachment A):

•

 Flotek Chemical and Logistics Operating Results by Quarter and YTD

•

 CESI Consolidated Operating Results by Quarter and YTD

•

 CESI Consolidate Detailed Trend Report by Month

•

 MTI Consolidated Operating Results by Quarter and YTD

•

 MTI Consolidated Detailed Trend Report by Month

9.
We note your disclosure on page 2 that all three of your segments market products domestically and internationally and your disclosure on page 3 that you have been expanding your
international sales efforts and you expect international sales to continue to increase. In future filings, please expand your disclosures to include information about your geographic areas. Refer to paragraph 38 of SFAS 131.

 Flotek Response:

 We will expand our disclosures to included information about our geographic areas beginning June 30, 2007.

 Item 9A. Controls and
Procedures, page 56

10.
We note that you identified two material weaknesses as a part of management’s assessment of your internal controls over financial reporting. We note your disclosure that as a
result of these material weaknesses, you recorded adjustments to your financial statements fo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 19, 2007

via U.S. mail and facsimile

Ms. Lisa G. Meier
Chief Financial Officer
Flotek Industries, Inc.
7030 Empire Central Drive
Houston, TX  77040

RE: Flotek Industries, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 16, 2007
  File No. 001-13270

Dear Ms. Meier:

  We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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 re view 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.

Results of Operations, page 20

1. In consideration that your effective ta x rate was 36.7%, 17.6%, and 9.0% in the
years 2006, 2005, and 2004, respectively, please  revise your income tax expense
discussion in future filings to specifically disclose and quantify the reasons for the fluctuations in your income tax expense y ear over year.  Your current disclosure
that the significant increase in taxes is a result of an increase in your projected
federal statutory rate based on estimated income levels, and an increase in your
estimated state income tax liability appear s general in nature and may not provide

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 2
investors with a complete understanding of  the specific factors that impacted your
income tax fluctuations.

Contractual Obligations, page 27

2. Please include your interest commitments under your interest-bearing debt in this
table, or provide textual discussion of this obligation below the table.  If you
provide a textual discussion, the discussion should quantify the interest payments
using the same time frames stipulated in the table.  Refer to footnote 46 to Release
33-8350 “Interpretation:  Commission Guidance Regarding Management’s
Discussion and Analysis of Financial C ondition and Results of Operations.”

Consolidated Statements of Income  and Comprehensive Income, page 34

3. We note the following about your operations:
• Within your chemicals and logistics se gment, as disclosed on page 2, your
specialty chemical division offers a full spectrum of oilfield specialty
chemicals and your logistics division designs, project manages and operates automated bulk material handli ng and loading facilities.
• Further on page 2, you disclose that  your drilling products segment
manufacturers, sells, rents, and inspects specialized equipment.
• As disclosed on page 56, you have imple mented a new software package to
better monitor your drilling t ool rental activities.
• In your Form 8-K that was filed on March 20, 2007 that contained the
financial statements of Triumph Drilli ng Tools, you disclose on page 5 that
Triumph is a leading regional provider of down-hole rental equipment.
In future filings, please revise your consolidated statements of income to separately present your revenue by net sa les of tangible produ cts, income from
rentals, and revenues from services, and separately present th e corresponding cost
of tangible goods sold, expenses  applicable to rental inco me, and cost of services.
Refer to Rule 5-03(1)&(2) of Regulation S-X.

Note 3 – Acquisitions, page 41

4. We note your acquisitions of  Can-Ok, Total Well Solutions, LLC, and LifTech,
LLC during 2006.  Please provide to us w ith your significance tests of Rules 1-
02(w) and 3-05 of Regulation S-X in determining the need for providing financial statements related to these acquisitions.  We may have additional comments after
reviewing your response.

5. In addition, in light of your three ac quisitions in 2006, please tell us your
considerations of providing pro forma fina ncial information pursuant to paragraph
54 of SFAS 141.

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 3
6. Based on your disclosures on page 43, we note that you have allocated 2.7%, 3.3%, and 2.8% of total assets acquired to intangible and other assets, respectively, for your acquisitions of Can-Ok, Total Well Solutions, LLC, and LifTech, LLC.  We further note the following:
• Your discussion of the significance of  your intellectual property on page 3.
• In your asset purchase agreement of Ca n-Ok Field Services, Inc. filed as
Exhibit 10.1 to your Form 10-Q fo r the quarter ended March 31, 2006,
specifically Section 1.1, the agreement states that you have acquired, among
other assets, the rights of the Compan y under the operating agreements, all of
the customer lists and customer files, and all of the rights to use the trade name Can-Ok.
• Similarly, in the asset purchase agreem ent of Stabilizer Technology, Inc. filed
as Exhibit 10.2 of your Form 10-Q fo r the quarter ended March 31, 2006, the
agreement states you have acquired, am ong other assets, the rights of the
Company under the operating agreemen ts, all of the customer lists and
customer files, and all of the rights to use the trade name Stabilizer Technology.
• You disclose on page 43 that in additi on to acquiring tangible assets in the
Total Well Solutions acquisition, you licensed the rights to exercise the exclusive worldwide rights to a patent ed gas separator used in coal bed
methane production.
• Based on the asset purchase agreement contained at Exhibit 10.1 to your Form
10-Q for the quarter ended June 30, 2006, it appears you also acquired various
intellectual property rights, that in cludes among other items, trademarks,
service marks, trade names, and copyri ghts.  You further obtained leasehold
rights and all of the customer lists and customer files.
• The asset purchase agreement containe d at Exhibit 10.3 to your Form 10-Q
for the quarter ended June 30, 2006, related to the acquisition of LifTech, LLC
also appears to provide you with similar intangible assets, including leasehold
rights, all of the customer lists and customer files and all of the rights to use
the trade name.
In light of the above, it is unclear to us why you have not allocated more of the
total assets acquired to intangible assets .  Pursuant to paragraphs 39 and A10
through A28 of SFAS 141, pleas e explain to us your analysis to allocate
significant amounts of your assets acquire d to goodwill as opposed to allocating
amounts to intangible assets.

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 4
Note 13 – Commitments and Contingencies, page 52

7. We note your disclosure that the compa ny is involved, on occasion, in routine
litigation incidental to your busines s.  Please expand your discussion of
contingent liabilities to provide the di sclosure required by SFAS 5.  Clarify
whether you believe it is probable, reasona bly possible or remote that losses could
be material from your exposure to litiga tion, potential enviro nmental liabilities
and other matters.  If reasonably possible,  we would expect more detailed and
specific disclosures concerning specific c ontingencies, rather than generalized
risk disclosures.

Note 14 – Segment Information, page 53

8. We note that you currently disclose three reportable segments; Chemicals and Logistics, Drilling Products, and Artificial Li ft.  In consideration that sales in your
Chemicals and Logistics segment represen ted 50% of your total consolidated net
revenue for the year ended December 31, 2006, we note the following:
• You disclose on page 2 that your spec ialty chemical division offers a full
spectrum of oilfield specialty chem icals used for drilling, cementing,
stimulation, and production.
• Also on page 2, you disclose that your logistics division designs, project
manages and operates automated bulk mate rial handling and loading facilities
for oilfield service companies.
• Revenue in your chemicals and logistic s segment has grown from $18 million
in 2004 to $50.5 million in 2006.
• In your discussion of results by segm ent on page 23, you disclose that $17.8
million of the total $20.9 million reve nue increase in your chemicals and
logistics segment is from sales of your proprietary biodegradable
environmentally benign green chemicals.  You further disclose that margins
continue to increase as you focus on shifting more of your sales mix to higher
margin patented and proprietary products.
• We further note on your webs ite that you continue to  separately present 4
companies under your Companies section, including CESI Chemical and MTI.

  In light of these disclosures, it is unclear to us how you have determined to
aggregate your specialty chemicals and l ogistics operations into one reportable
segment.  Please identify for us your ope rating segments pursuant to paragraph 10
of SFAS 131.  As part of your respon se, please identify your chief operating
decision maker and provide us with copi es of the relevant financial reports
reviewed by your chief operating de cision maker covering the years ended
12/31/06 and 12/31/05.

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 5
 Please also tell us in detail how you dete rmined that your operating segments met
each of the criteria in paragraph 17 of SFAS 131 for aggregation.  To the extent
you are aggregating operating segments because you believe your segments are economically similar, please provide us with  an analysis that includes historical
revenues, gross profits, gross profit ma rgins, operating profits, and operating
profit margins, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also addre ss any differences in the trends these
financial indicators depict (e.g. if operating income is decreasing for one operation and increasing for another).

9. We note your disclosure on page 2 that all three of your segments market products domestically and internati onally and your disclosure on page 3 that you have been
expanding your international sales efforts and you expect international sales to
continue to increase.  In future filings, please expand your disclosures to include information about your geographic areas.  Refer to paragraph 38 of SFAS 131.

Item 9A. Controls and Procedures, page 56

10. We note that you identified two material weaknesses as a part of management’s
assessment of your internal controls ove r financial reporting.  We note your
disclosure that as a result of these material weak nesses, you recorded adjustments
to your financial statements for the y ear ended December 31, 2006 that affected
several financial statement line items.  Please provide us with a schedule of these
adjustments.  Clearly explain the r eason for each adjustment.  For each
adjustment, show us the impact on pre-tax net loss.  Quantify the net effect of all adjustments on pre-tax net income (lo ss).  Also, tell us why none of the
adjustments relate to prio r periods.  Explain in detail why you believe the timing
of each adjustment is appropriate and how you determined that the amounts presented in your previously f iled 10-Q’s are appropriate.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly f acilitate our review.  Please submit your
supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its

Ms. Lisa G. Meier
Flotek Industries, Inc.
July 19, 2007 Page 6
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy  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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his abse nce, to Al Pavot, Staff
Accountant, at (202) 551-3738, or to the undersigne d at (202) 551-3355.

       S i n c e r e l y ,

       T e r e n c e  O ’ B r i e n
       Accounting Branch Chief

CORRESP
1
filename1.htm

      Unassociated Document

    December
      29, 2005

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    Washington
      D.C. 20549-0404

            Attention:
            Jennifer Hardy, Branch Chief

            Craig Slivka, Staff
              Examiner

    Re:
      Acceleration Request of Flotek Industries, Inc.

    Ladies
      and Gentlemen:

    Flotek
      Industries, Inc. (the “Company”), hereby requests acceleration of the effective
      date of Amendment No 2 to the Registration Statement on Form SB-2 (the “Filing”)
      of the Company (file no.333-129308) filed under the Securities Act of 1933,
      as
      amended (the “Securities Act”), to December 30, 2005 at 2: p.m. Eastern Time. In
      connection with such request, the Company hereby furnishes to the Securities
      and
      Exchange Commission (the “Commission”) its written acknowledgement
      that:

    1.
      should
      the Commission or the staff, acting pursuant to delegated authority, declare
      the
      Filing effective, it does not foreclose the Commission from taking any action
      with respect to the filing;

    2.
      the
      action of the Commission or the staff, acting pursuant to delegated authority,
      in declaring the Filing effective, does not relieve the Company from its full
      responsibility for the adequacy and accuracy of the disclosure in the Filing;
      and

    3.
      the
      Company may not assert staff comments and the declaration of effectiveness
      as a
      defense in any proceeding initiated by the Commission or any person under the
      federal securities laws of the United States.

    The
      Company further acknowledges its awareness of its responsibilities under the
      Securities Act and the Securities Exchange Act of 1934 as they relate to the
      proposed public offering of the securities covered in the filing.

    Any
      comments on this request, and notice of acceleration of effectiveness of the
      Filing, may be directed to the
      Company’s counsel, Rita J. Leader, at (713) 871-2025, or to the undersigned.

            Very truly yours,

            /s/ Lisa Bromiley Meier

            Lisa Bromiley Meier, Vice President
              and Chief
              Financial Officer

CORRESP
1
filename1.htm

                Rita
                  J. Leader

                  BOYER
                    &KETCHAND

                  A
                    Professional Corporation

                  Attorneys
                    At Law

                  Nine
                    Greenway Plaza, Suite 3100

                  Houston,
                    Texas 77046-0904

                  (713)
                    871-2025

                  TELEFAX
                    (713) 871-2024

www.boyerketchand.com

                rleader@boyerketchand.com

      December
        27, 2005

      Securities
        and Exchange Commission

      Division
        of Corporation Finance

      Washington
        D.C. 20549-0404

                Attention:

                Jennifer
                  Hardy, Branch Chief

                Craig
                  Slivka, Staff Examiner

        Re:
          Amendment No. 2 to Registration Statement on Form SB-2 of Flotek Industries,
          Inc.

        Ladies
          and Gentlemen:

      On
        behalf
        of our client, Flotek Industries, Inc. (the “Company”), we have filed
        contemporaneously herewith under the Securities Act of 1933, as amended (the
        “Securities Act”), Amendment No 2 to the Registration Statement on Form SB-2 of
        the Company. This Amendment responds to the comment we received from Mr.
        Slivka
        of the Securities and Exchange Commission on December 22, 2005 to identify
        the
        Selling Shareholders who are affiliates of broker-dealers.

      In
        response to that comment, we have changed the second sentence in the second
        paragraph under Selling Shareholders on page 8 of the prospectus to read
        as
        follows:

      “One
        of
        the selling shareholders, Oberweis Micro-Cap Fund, has represented to us
        that it
        is an affiliate of a broker-dealer, that it purchased the shares in the ordinary
        course of business and that at the time of purchase of the shares it had
        no
        agreements or understandings, directly or indirectly, with any person to
        distribute the shares.”

      Any
        additional comments that the Staff may have after reviewing this Amendment
        No. 2
        and the Company’s response to the Staff’s comment should be directed to
the
        undersigned or to John Boyer at (713) 871-2025. The Company will submit a
        request for acceleration of the effective date of this registration statement
        only after receiving word that the Staff has no further comments on this
        filing.

                  Very
        truly yours,

                  /s/
        Rita J.
        Leader

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
      November 17, 2005
Jerry D. Dumas, Sr.
Chief Executive Officer
Flotek Industries, Inc.
7030 Empire Central Drive
Houston, TX 77040

      Re:	Flotek Industries, Inc.
		Registration Statement on Form SB-2
      Filed October 28, 2005
		File No. 333-129308

Dear Mr. Dumas:

      We have limited our review of your filing to those issues we
have addressed in our 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 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Cover Page of Prospectus

1. It appears that you are attempting to register the issuance of
76,029 shares of common stock underlying warrants.  Because the
warrants are immediately exercisable, the purchasers of the
warrants
are deemed to own the underlying shares of common stock.
Therefore,
you must make clear that you are not registering the issuance of
these common shares underlying the warrants but rather that you
are
registering the resale by the shareholders.

Selling Shareholders, page 8

2. If any selling shareholder is a broker-dealer, please identify
it
as such.  Please note that selling shareholders who are broker-
dealers must be identified as underwriters in the prospectus.  For
selling shareholder that are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute the securities.  If you are unable to make these
statements in the prospectus, the disclosure must state that the
sellers are also underwriters.

Plan of Distribution, page 9

3. We note the disclosure in the second sentence of the opening
paragraph.  To the extent that any successor(s) to the named
selling
shareholders wish to sell under this prospectus, please be advised
that you must file a prospectus supplement identifying such
successors as selling shareholders.  Please revise your disclosure
to
state that a prospectus supplement will be filed in these
circumstances.

4. Please disclose that the selling shareholders may be deemed to
be
underwriters.

Signatures

5. Please have your controller or principal accounting officer
sign
in that capacity.  Please refer to the instructions to the
signature
page on Form SB-2.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested 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 that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Craig Slivka at (202) 555-3729 or the
undersigned Branch Chief who supervised review of your filings at
(202) 551-3767, with any questions.

      Sincerely,

      Jennifer Hardy
      Branch Chief

cc:	Rita J. Leader, Esq.
	(713) 871-2024
??

??

??

??

Jerry D. Dumas, Sr.
Flotek Industries, Inc.
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>