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 Document June 12, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E.     Washington, D.C. 20549 Attention: Timothy S. Levenberg Re:      Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-287774) of KLX Energy Services Holdings, Inc. Ladies and Gentlemen: On behalf of KLX Energy Services Holdings, Inc., and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on June 16, 2025, or as soon as practicable thereafter. Thank you for your assistance in this matter. If you need any additional information, please contact Sarah K. Morgan of Vinson & Elkins L.L.P. at (713) 758-2977 or Katherine Terrell Frank of Vinson & Elkins L.L.P. at (214) 220-7869. [Signature Page Follows] Very truly yours, KLX Energy Services Holdings, Inc. By:     /s/ Max L. Bouthillette     Name:    Max L. Bouthillette Title:    Executive Vice President, General Counsel,     Chief Compliance Officer and Corporate Secretary Cc:    Sarah K. Morgan, Vinson & Elkins L.L.P.     Katherine Terrell Frank, Vinson & Elkins L.L.P.      Signature Page to Acceleration Request

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 11, 2025

Christopher J. Baker
President, Chief Executive Officer and Director
KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard, 15th Floor
Houston, Texas 77056

 Re: KLX Energy Services Holdings, Inc.
 Registration Statement on Form S-3
 Filed June 4, 2025
 File No. 333-287774
Dear Christopher J. Baker:

 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 Timothy S. Levenberg at 202-551-3707 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Katherine T. Frank, Esq., of Vinson & Elkins
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 April 17, 2023

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Claudia Rios

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3 (File No. 333-271182) of KLX Energy Services Holdings, Inc.

Ladies and Gentlemen:

 On behalf of KLX Energy
Services Holdings, Inc., and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at
4:00 p.m., Washington, D.C. time, on April 19, 2023, or as soon as practicable thereafter.

 Thank you for your assistance in this
matter. If you need any additional information, please contact Sarah K. Morgan of Vinson & Elkins L.L.P. at (713) 758-2977 or Katherine Terrell Frank of Vinson & Elkins L.L.P. at (214) 220-7869.

 [Signature Page Follows]

Very truly yours,

KLX Energy Services Holdings, Inc.

By:

 /s/ Max L. Bouthillette

Name:

Max L. Bouthillette

Title:

Executive Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary

Cc:
 Sarah K. Morgan, Vinson & Elkins L.L.P.

Katherine Terrell Frank, Vinson & Elkins L.L.P.

 SIGNATURE
PAGE TO

 ACCELERATION REQUEST

United States securities and exchange commission logo
April 14, 2023
Christopher Baker
President & Chief Executive Officer
KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard, 15th Floor
Houston, Texas 77056
Re:KLX Energy Services Holdings, Inc.
Registration Statement on Form S-3
Filed April 7, 2023
File No. 333-271182
Dear Christopher Baker:
            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 Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Katherine Terrell Frank, Esq.

United States securities and exchange commission logo
December 15, 2022
Keefer M. Lehner
Chief Financial Officer
KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard
15th Floor
Houston, TX 77056
Re:KLX Energy Services Holdings, Inc.
Form 10-KT for the Year Ended December 31, 2021
Filed March 14, 2022
File No. 001-38609
Dear Keefer M. Lehner:
            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 their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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CORRESP

 December 14, 2022

 Myra
Moosariparambil, Staff Accountant

 Craig Arakawa, Branch Chief

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 KLX Energy Services Holdings, Inc.

Form 10-KT for the Year Ended December 31, 2021

Filed March 14, 2022

 Form 8-K filed November 9, 2022

 File No. 001-38609

Ladies and Gentlemen:

 Set forth below are the
responses of KLX Energy Services Holdings, Inc. (the “Company”, “we”, “us” or “our”) 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 1, 2022, with respect to Form 10-KT for the Year Ended December 31, 2021, filed with the Commission on March 14, 2022,
and Form 8-K filed November 9, 2022, File No. 001-38609, (the “Disclosure Documents”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the 10-KT or the 8-K unless otherwise specified.

Form 10-K for the Year Ended December 31, 2021

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 55

1.
 Please expand your discussion to include an analysis of your operating results for each of your
reportable segments. When describing the changes in your results of operations on both a consolidated and segment basis, specifically identify and quantify the key drivers contributing the material changes in each period. Refer to Item 303 of
Regulation S-K and SEC Release No. 33-8350.

RESPONSE:

 Securities and Exchange Commission

December 14, 2022

  Page
 2

 In response to the Staff’s comment, in future filings, the Company will include additional disclosure in
our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to specifically identify and quantify the key drivers contributing to the material changes in the Company’s operating results
on both a consolidated and segment basis.

 The following are pro forma presentations, for your supplemental information, of how the proposed additional
disclosures would have appeared in our 2021 Form 10-KT MD&A, with the new disclosures underlined. The Company respectfully advises the Staff that certain of the new drivers identified in the proposed
disclosure below were not tracked in 2020 in a manner that would allow us to provide quantitative information regarding those changes for the eleven months ended December 31, 2021 and 2020. Furthermore, certain quantitative data included in the
proposed disclosure was not adjusted to account for the Company’s merger with Quintana Energy Services Inc. that closed on July 28, 2020 or for the Company’s change in fiscal year, effective beginning with the eleven-month period
ended December 31, 2021, and thus is unavailable for those periods without unreasonable effort. Since the Company is a Smaller Reporting Company, it will not be required to, and does not intend to, present financial information from the fiscal
year ended January 31, 2021 in its annual report on Form 10-K for the year ended December 31, 2022. As a result, the challenges related to the merger and transition accounting will not be applicable
to that presentation.

 Despite these challenges, to demonstrate to the Staff how we intend to present this information in future filings, we have included
the following information in our pro forma presentation below: (i) quantitative data regarding certain drivers that we expect to be able to provide in our annual report on Form 10-K for the year ended
December 31, 2022, but is unavailable for the prior periods, is presented with blank and underscored spaces; and (ii) certain quantitative segment information is presented in brackets to indicate that such data is presented based on a
comparison of the eleven-month period ended December 31, 2021 with the twelve-month period ended January 31, 2021 rather than the eleven-month periods ended December 31, 2021 and 2020; this information and presentation is consistent
with the corresponding information presented in Note 16 to our audited financial statements for the year ended December 31, 2021, but is not presented on a consistent basis with the other data presented in the MD&A, which compares the
relevant eleven-month periods.

 Results of Operations

Eleven Months Ended December 31, 2021 Compared to Eleven Months Ended December 31, 2020

Revenue. The following table provides revenues by segment and product line for the periods indicated:

Eleven Months Ended

December 31, 2021

December 31, 2020

% Change

Revenue:

 Rocky Mountains

$
118.2

$
88.8

33.1
%

 Southwest

160.9

72.7

121.3
%

 Northeast/Mid-Con

157.0

85.9

82.8
%

 Total revenue

$
436.1

$
247.4

76.3
%

Eleven Months Ended

December 31, 2021

December 31, 2020

% Change

Revenue:

 Drilling

$
123.2

$
 39.1

215.1
%

 Completion

210.3

128.9

63.1
%

 Production

59.7

41.6

43.5
%

 Intervention services

42.9

37.8

13.5
%

 Total revenue

$
436.1

$
247.4

76.3
%

 Securities and Exchange Commission

December 14, 2022

  Page
 3

 For the eleven months ended December 31, 2021, revenues of $436.1 increased by $188.7, or 76.3%, as
compared with the same period of the prior year. The overall increase in revenues reflects the recovery in economic activity and increase in WTI prices during the transition period, leading to increased demand for our services and a positive
pricing environment. These factors supported a        % increase in pricing and a        % increase in utilization in 2021, driving increased revenues across our
segments and product lines. Our Southwest segment revenue increased by $88.2, or 121.3%, driven primarily by [238]% and [154]% increases in drilling and production revenues, respectively, in that segment during the transition period. Our
Rocky Mountains segment revenue increased by $29.4, or 33.1%, and driven primarily by a $[6.3], or [197]%, increase in drilling revenues and [13-14]% increases in completion,
production and intervention in that segment. Our Northeast/Mid-Con segment revenue increased by $71.1, or 82.8%, driven by $[23] or [97]% and $[45.1] or [106]% increases in drilling and completion,
respectively, in that segment partially offset by $[1.4] or [12]% and $[3.6] or [22]% decreases in our production and intervention product lines, respectively, during the transition period. On a product line basis, drilling, completion,
production and intervention services contributed approximately $123.2, $210.3, $59.7, and $42.9, respectively, to the revenues for the eleven months ended December 31, 2021 and $39.1, $128.9, $41.6 and $37.8, respectively, for the same period
of the prior year. The overall increase in revenues reflects the recovery in economic activity and increase in WTI prices during the transition period.

Cost of sales. For the eleven months ended December 31, 2021, cost of sales was $389.9, or 89.4% of sales, as compared to the same period in the
prior year of $230.5, or 93.2% of sales. The decrease in cost of sales was generally consistent across our segments. Cost of sales as a percentage of revenues decreased primarily due to increased pricing, which offset
a        % increase in labor

 Securities and Exchange Commission

December 14, 2022

  Page
 4

costs, as well as a decrease in costs for repairs and consumables during the period. the increase in revenues from an increase in activity which was larger than the corresponding
increase in costs.

 Selling, general and administrative expenses (“SG&A”). SG&A expenses during the eleven months ended
December 31, 2021, were $54.6, or 13% of revenues, as compared with $78.2, or 31.6% of revenues, in the same period of the prior year. SG&A decreased primarily due to merger and integration costs being included in the prior period. R&D
costs during the eleven months ended December 31, 2021 were $0.6, as compared to the same period of the prior year of $0.7, reflecting our continued focus on maintaining an in-house R&D function while
scaling costs to adjust to current levels of customer demand. Eleven months ended December 31, 2020 SG&A expenses include six months of incremental activity related to the Merger, that wasn’t included in prior fiscal year results.

Operating loss. The following is a summary of operating loss by segment:

Eleven Months Ended

December 31, 2021

December 31, 2020

% Change

 Operating loss:

 Rocky Mountains

$
(13.4
)

$
(44.2
)

69.7
%

 Southwest

(15.4
)

(118.8
)

87.0
%

 Northeast/Mid-Con

(8.7
)

(109.2
)

92.0
%

 Corporate and other

(26.6
)

(20.2
)

(31.7
)%

 Total operating loss(1)

$
(64.1
)

$
(292.4
)

78.1
%

 (1) Includes bargain purchase gain of $38.8 during the eleven months
ended December 31, 2020.

 For the eleven months ended December 31, 2021, operating loss was $64.1, as compared to operating loss of $292.4 in
the same period of the prior year, largely driven by an improvement in revenues due to increased activity during the transition period and a favorable comparison with the eleven months ended December 31, 2020, due to this period including the
initial economic contraction caused by the COVID-19 pandemic as well as non-recurring items related to the Merger and impairment charges. For the eleven months ended
December 31, 2021 and December 31, 2020, there were $0.8 and $213.5 in impairments of long-lived assets.

 For the eleven months ended
December 31, 2021, and December 31, 2020, the Company recorded goodwill impairment charges of $0.0 and $28.3, respectively. For the eleven months ended December 31, 2021, each of our segments demonstrated
significant improvement in operating income (loss) compared to the same period of the prior year, driven by the increase in pricing and utilization outpacing increases in operating costs and labor in 2021, offsetting the impact of impairment charges
of $213.5 and the initial economic contraction caused by COVID-19 in the eleven months ended December 31, 2020. The Rocky Mountains segment operating loss improved by $30.8 or 69.7% from
$(44.2) in the eleven months ended December 31, 2020 to $(13.4) in the same period in 2021. Of the $30.8 improvement, $28.3 relates to an impairment charge in the eleven months ended December 31, 2020. Our
Southwest segment operating loss improved by $103.4 or 87.0% from $(118.8) in 2020 to $(15.4) in 2021. Of the $103.4 improvement, $92.5

 Securities and Exchange Commission

December 14, 2022

  Page
 5

relates to an impairment charge in the eleven months ended December 31, 2020. Our Northeast/Mid-Con segment operating loss improved
by $100.5 or 92.0% from $(109.2) in 2020 to $(8.7) in 2021. Of the $100.5 improvement, $90.4 relates to an impairment charge in the eleven months ended December 31, 2020. The 31.7% increase in operating loss in our corporate and
other segments in the eleven months ended December 31, 2020 was primarily driven by a change in the Company’s corporate overhead allocation methodology in the third quarter of 2020. See Note 1 to our audited financial
statements for the eleven months ended December 31, 2021 for more information. For the eleven months ended December 31, 2021, Rocky Mountains segment operating loss was $(13.4), Northeast/Mid-Con segment operating loss was $(8.7) and Southwest segment operating loss was $(15.4), in each case primarily driven by increasing revenues being outpaced by increasing costs to provide the
Company’s products and services.

 Income tax expense. Income tax expense was $0.3 for the eleven months ended December 31, 2021,
as compared to income tax expense of $0.3 in the prior eleven-month period, and was comprised primarily of state and local taxes. The Company did not recognize a tax benefit on its
year-to-date losses because it has a valuation allowance against its deferred tax balances.

Net loss. Net loss for the eleven months ended December 31, 2021 was $93.8, as compared to $320.5 in the prior eleven-month period, primarily due
to increased demand and one-off items in prior period related to the Merger and Integration, including a $213.5 impairment charge, partially offset by a $38.8 bargain purchase gain in the eleven months
ended December 31, 2020.

 Form 8-K filed November 9, 2022

Exhibit 99.1

Non-GAAP Financial Measures, page 10

2.
 We note you present Adjusted EBITDA margin on a consolidated and segment basis. Please present the most
directly comparable GAAP margin with equal or greater prominence to comply with Item 10(e)(1)(i)(A) of Regulation S-K. Refer to Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Measures.

 RESPONSE:

We acknowledge the Staff’s comment and the Company will revise its presentation in future filings to present the most directly comparable GAAP margin with
equal or greater prominence to the Adjusted EBITDA margin on a consolidated and segment basis. We will add a new table to show the consolidated net income (loss) margin percentage as presented below:

KLX Energy Services Holdings, Inc.

Consolidated Net Income (Loss) Margin(1)

(In millions of U.S. dollars)

(Unaudited)

Pro Forma

Three Months Ended

Three Months
Ended

September 30,
2022

June 30, 2022

October 31, 2021

September 30,
2021

 Consolidated net income (loss)

$
11.1

$
(7.5
)

$
(18.8
)

$
(20.3
)

 Revenue

221.6

184.4

139.0

128.3

 Consolidated net income (loss) margin percentage

5.0
%

(4.1
)%

(13.5
)%

(15.8
)%

(1)
 Consolidated Net Income (Loss) Margin is defined as the quotient of consolidated net income (loss) and total
revenue.

 Securities and Exchange Commission

December 14, 2022

  Page
 6

 We respectfully submit that operating income (loss) is the most directly comparable GAAP measure to Adjusted
EBITDA margin for each of our segments as we do not allocate interest expense and income taxes to our reportable segments, and therefore, operating earnings is the GAAP measure of segment profit and loss disclosed in the financial statements. We
will add a new table to show the segment operating income (loss) margin percentage as presented below:

 KLX Energy Services Holdings,
Inc.

 Segment Operating Income (Loss) Margin (1)

(In millions of U.S. dollars)

(Unaudited)

Pro Forma

Three Months Ended

Three Months
Ended

September 30,
2022

June 30, 2022

October 31, 2021

September 30,
2021

 Rocky Mountains

 Operating income (loss)

$
11.7

$
4.0

$
(1.7
)

$
(0.4
)

 Revenue

66.5

53.1

36.5

37.4

 Segment operating income (loss) margin percentage

17.6
%

7.5
%

(4.7
)%

(1.1
)%

 Southwest

 Operating income (loss)

5.2

2.0

(4.1
)

(4.2
)

 Revenue

68.5

60.0

45.8

43.7

 Segment operating income (loss) margin percentage

7.6
%

3.3
%

(9.0
)%

(9.6
)%

 Northeast/Mid-Con

 Operating income (loss)

17.2

7.3

1.7

(0.6
)

 Revenue

86.6

71.3

56.7

47.2

 Segment operating income (loss) margin percentage

19.9
%

10.2
%

3.0
%

(1.3
)%

(1)
 Segment Operating Income (Loss) Margin is defined as the quotient of segment operating income (loss) and
segment revenue.

*        *        *
 *        *

 Securities and Exchange Commission

December 14, 2022

  Page
 7

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Sarah Morgan of Vinson & Elkins L.L.P. at (713) 758-2977.

Very truly yours,

KLX ENERGY SERVICES HOLDINGS, INC.

By:

 /s/ Keefer M. Lehner

Name:

Keefer M. Lehner

Title:

Executive Vice President and Chief Financial Officer

 Enclosures

cc:
 Sarah Morgan, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
December 1, 2022
Keefer M. Lehner
Chief Financial Officer
KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard
15th Floor
Houston, TX 77056
Re:KLX Energy Services Holdings, Inc.
Form 10-KT for the Year Ended December 31, 2021
Filed March 14, 2022
Form 8-K filed November 9, 2022
File No. 001-38609
Dear Keefer M. Lehner:
            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 business days by providing the requested
information or advise 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, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 55
1.Please expand your discussion to include an analysis of your operating results for each of
your reportable segments.  When describing the changes in your results of operations on
both a consolidated and segment basis, specifically identify and quantify the key drivers
contributing the material changes in each period.  Refer to Item 303 of Regulation S-K
and SEC Release No. 33-8350.

 FirstName LastNameKeefer M. Lehner
 Comapany NameKLX Energy Services Holdings, Inc.
 December 1, 2022 Page 2
 FirstName LastName
Keefer M. Lehner
KLX Energy Services Holdings, Inc.
December 1, 2022
Page 2
Form 8-K filed November 9, 2022
Exhibit 99.1
Non-GAAP Financial Measures, page 10
2.We note you present Adjusted EBITDA margin on a consolidated and segment basis.
Please present the most directly comparable GAAP margin with equal or greater
prominence to comply with Item 10(e)(1)(i)(A) of Regulation S-K.  Refer to Question
102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Measures.

            In closing, 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.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Branch Chief, at (202) 551-3650 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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CORRESP

June 8, 2021

 Via EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3 (File No. 333-256149) of KLX Energy Services Holdings, Inc.

Ladies and Gentlemen:

 On behalf of KLX Energy
Services Holdings, Inc. (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m.,
Washington, D.C. time, on June 11, 2021, or as soon as practicable thereafter.

 Thank you for your assistance
in this matter. If you need any additional information, please contact Sarah K. Morgan of Vinson & Elkins L.L.P. at (713) 758-2977 or Katherine Terrell Frank at (214)
220-7869.

 Very truly yours,

 KLX Energy Services Holdings,
Inc.

By:

 /s/ Christopher J. Baker

Name:

Christopher J. Baker

Title:

President and Chief Executive Officer

United States securities and exchange commission logo
May 20, 2021
Christopher J. Baker
President & Chief Executive Officer
KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard, 15th Floor
Houston, TX 77056
Re:KLX Energy Services Holdings, Inc.
Registration Statement on Form S-3
Filed May 14, 2021
File No. 333-256149
Dear Mr. Baker:
            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 Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Katherine Terrell Frank

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KLX ENERGY SERVICES HOLDINGS, INC.

1300 Corporate Center Way

Wellington, Florida 33414

June 25, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: KLX Energy Services Holdings, Inc.
Registration Statement No. 333-238870

Ladies and Gentlemen:

Pursuant to Rule 461(a) under
the Securities Act of 1933, as amended, KLX Energy Services Holdings, Inc. (the “Registrant”) hereby respectfully
requests that the effective date for the above-referenced Registration Statement on Form S-4 filed with the Securities
and Exchange Commission (the “Commission”) on June 2, 2020 (Commission File No. 333-238870) (the
 “Registration Statement”), as amended to date, be accelerated so that the Registration Statement will be declared effective
at 4:00 p.m., Washington, D.C. time, on June 29, 2020, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

 • should the Commission or the staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement;

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

 • the Registrant 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.

Please notify Valerie Ford Jacob at (212)
284-4926, of Freshfields Bruckhaus Deringer US LLP, counsel to the Registrant, as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

Please direct any questions or comments
regarding this acceleration request to Valerie Ford Jacob at (212) 284-4926.

(Signature Page Follows)

Sincerely,

KLX ENERGY SERVICES HOLDINGS, INC.

By:
/s/ Thomas P. McCaffrey

Name: Thomas P. McCaffrey

Title:   President, Chief Executive Officer and Chief Financial Officer

[Signature Page to Acceleration
Request]

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    NEW YORK

    601 Lexington Avenue

    31st Floor

    New York, NY 10022

    T
    + 1 212 284 4926

    M
    + 1 917 294 1043

    W
    www.freshfields.com

June 25, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Timothy S. Levenberg, Special
Counsel

    Re:

    KLX Energy Services Holdings, Inc.

    Amendment No. 2 to Registration Statement on Form S-4

    File No. 333-238870

Ladies and Gentlemen:

On behalf of our client, KLX Energy Services
Holdings, Inc. (KLXE), we hereby file with the Securities and Exchange Commission Amendment No. 2 to KLXE’s
registration statement on Form S-4 (the Amendment) and the related acceleration request. The Amendment includes no
material changes to the changed pages submitted to the Staff via correspondence on June 25, 2020.

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact the undersigned at (212) 284 4926, (917)
294 1043 or Valerie.Jacob@freshfields.com.

    Sincerely,

    /s/ Valerie Ford Jacob

    Valerie Ford Jacob

    cc:
    Jonathan L. Mann, KLX Energy Services Holdings, Inc.

Max L. Bouthillette, Quintana Energy Services
Inc.

Paul K. Humphreys, Esq., Freshfields Bruckhaus
Deringer US LLP

Frank Bayouth, Esq., Skadden, Arps, Slate,
Meagher & Flom LLP

Eric C. Otness, Esq., Skadden, Arps, Slate,
Meagher & Flom LLP

The Freshfields Bruckhaus Deringer US LLP partners include members
of the Bars of the State of New York and the District of Columbia, Solicitors of the Supreme Court of England and Wales and Rechtsanwälte
of Germany

CORRESP
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    NEW YORK

    601 Lexington Avenue

    31st Floor

    New York, NY 10022

    T
    + 1 212 284 4926

    M
    + 1 917 294 1043

    W
    www.freshfields.com

June 25, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Timothy S. Levenberg, Special
Counsel

    Re:

    KLX Energy Services Holdings, Inc.

    Amendment No. 2 to Registration Statement on Form S-4

    File No. 333-238870

Ladies and Gentlemen:

As discussed with the Staff of the Securities
and Exchange Commission (the SEC) via telephone, our client, KLX Energy Services Holdings, Inc. (KLXE),
intends to file pre-effective amendment No. 2 (the Amendment) to its registration statement on Form S-4 (the S-4),
on June 25, 2020. Our client intends on June 25, 2020 to request acceleration of the effectiveness of the S-4 for June 29, 2020.
In order to facilitate the Staff’s review of the Amendment, please find below a summary of the primary changes to the disclosure
from pre-effective amendment No. 1 to the S-4, filed with the SEC on June 18, 2020. Please also find enclosed herewith a pdf file
containing a printer’s proof of the changed pages in the Amendment.

The primary changes from pre-effective amendment
No. 2 to the S-4 are as follows:

 · Inclusion of the share amounts to be reserved in connection with the
KLXE LTIP Amendment Proposal and the KLXE ESPP Amendment Proposal.

 · Inclusion in the KLXE LTIP Amendment Proposal of a $500,000 annual
limit on the aggregate grant date fair value of awards to non-employee directors.

 · Inclusion of the text of the amendments to the KLXE LTIP and ESPP.

 · Disclosure of three shareholder litigations filed (two against
                                                                                                               KLXE and the KLXE Board, one against QES and the QES Board) following the filing of pre-effective amendment No. 1 to the S-4.

In addition to the above, the Amendment
includes information related to the dates and times of the KLXE Annual Meeting and the QES Special Meeting, and updates information
in the S-4 related to share amounts, beneficial ownership and merger related compensation as of a more recent date.

Terms used herein but not defined have the
meanings set forth in the Amendment.

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact the undersigned at (212) 284 4926 or (917)
294 1043, or at Valerie.Jacob@freshfields.com.

    Sincerely,

    /s/ Valerie Ford Jacob

    Valerie Ford Jacob

cc:          Jonathan
L. Mann, KLX Energy Services Holdings, Inc.

Max L. Bouthillette, Quintana Energy Services
Inc.

Paul K. Humphreys, Esq., Freshfields Bruckhaus
Deringer US LLP

Frank Bayouth, Esq., Skadden, Arps, Slate,
Meagher & Flom LLP

Eric C. Otness, Esq., Skadden, Arps, Slate,
Meagher & Flom LLP

The Freshfields Bruckhaus Deringer US LLP partners include members
of the Bars of the State of New York and the District of Columbia, Solicitors of the Supreme Court of England and Wales and Rechtsanwälte
of Germany

United States securities and exchange commission logo
June 9, 2020
Thomas P. McCaffrey
President, Chief Executive Officer, and Chief Financial Officer
KLX Energy Services Holdings, Inc.
1300 Corporate Center Way
Wellington, Florida 33414
Re:KLX Energy Services Holdings, Inc.
Registration Statement on Form S-4
Filed June 2, 2020
File No. 333-238870
Dear Mr. McCaffrey:
            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 Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Valerie Ford Jacob, Esq.

CORRESP
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    NEW YORK

    601 Lexington Avenue

    31st Floor

    New York, NY 10022

    T
    + 1 212 284 4926

    M
    + 1 917 294 1043

    W
    www.freshfields.com

June 2, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    KLX Energy Services Holdings, Inc.

    Registration Statement on Form S-4

    Filed on June 2, 2020

Ladies and Gentlemen:

On behalf of our client, KLX Energy Services
Holdings, Inc. (KLXE), we hereby file with the Securities and Exchange Commission KLXE’s registration statement
on Form S-4 which includes a prospectus of KLXE under Section 5 of the Securities Act of 1933 with respect to the shares of common
stock of KLXE to be issued to Quintana Energy Service Inc. (QES) stockholders pursuant to their previously announced
merger agreement. The registration statement also includes a joint proxy statement of KLXE and QES under Section 14(a) of the Securities
Exchange Act of 1934.

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact the undersigned at (212) 284 4926 or (917)
294 1043, or at Valerie.Jacob@freshfields.com.

    Sincerely,

    /s/ Valerie Ford Jacob

    Valerie Ford Jacob

cc:          Jonathan
L. Mann, KLX Energy Services Holdings, Inc.

Max L. Bouthillette, Quintana Energy Services
Inc.

Paul K. Humphreys, Esq., Freshfields Bruckhaus
Deringer US LLP

Frank Bayouth, Esq., Skadden, Arps, Slate,
Meagher & Flom LLP

Eric C. Otness, Esq., Skadden, Arps, Slate,
Meagher & Flom LLP

The Freshfields Bruckhaus Deringer US LLP partners include members
of the Bars of the State of New York and the District of Columbia, Solicitors of the Supreme Court of England and Wales and Rechtsanwälte
of Germany

February 14, 2020
Thomas P. McCaffrey
Senior Vice President & Chief Financial Officer
KLX Energy Services Holdings, Inc.
3040 Post Oak Blvd
15th Floor
Houston, TX 77056
Re:KLX Energy Services Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 31, 2019
File No. 001-38609
Dear Mr. McCaffrey:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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VIA EDGAR AND FEDEX

Brian McAllister

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

KLX Energy   Services Holdings, Inc.

Form 10-K   for the Fiscal Year Ended January 31, 2019

Form 10-Q   for the Fiscal Quarter Ended October 31, 2019

Form 8-K   filed December 5, 2019

File   No. 001-38609

Dear Mr. McAllister:

On behalf of KLX Energy Services Holdings, Inc. (the “Company”), set forth below is the response of the Company to the comments of the staff of the Office of Energy & Transportation of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 30, 2020, regarding the Form 10-K for the Fiscal Year Ended January 31, 2019 (the “Form 10-K”), the Form 10-Q for the Fiscal Quarter Ended October 31, 2019 (the “Form 10-Q”), and the Earnings Release on Form 8-K (the “Form 8-K”) of KLX Energy Services Holdings, Inc. filed by the Company on December 5, 2019. Your comments are set forth below, followed by our corresponding response.

The numbered paragraphs and headings in this response letter correspond to the original numbered paragraphs and headings in the Staff’s letter. For ease of reference, we have repeated the Staff’s comments in bold text preceding each of the responses. Defined terms used but not defined herein have the meanings set forth in the Form 10-K, Form 10-Q and/or Form 8-K.

Form 10-Q for the Fiscal Quarter Ended October 31, 2019

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Note 5. Goodwill and Intangible Assets, Net, page 11

1.              We note you did not record an impairment to long-lived assets based on your assessment as of October 15, 2019 because the sum of undiscounted cash flows of the Southwest, Rocky Mountains and Northeast/Mid-Con long-lived assets exceeded their carrying value by approximately 20.7%, 64.4% and 32.9%, respectively. Please tell us the extent to which assets were grouped and the basis for any such grouping in your impairment assessment. Please refer to ASC paragraph 360-10-35-23.

The Company acknowledges the Staff’s comment and respectfully submits that, in accordance with ASC paragraph 360-10-35-23, we first determined the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities.  In completing this assessment, we determined that each of the Company’s reportable segments, the Rocky Mountains, Northeast/Mid-Continent and Southwest regions, represent the lowest level for which there are identifiable cash flows which are independent of the cash flows

of other groups of assets and liabilities and therefore also represent the Company’s asset groups.   This conclusion is based upon the fact that we are organized, operate and manage our business on a geographic basis at the reportable segment level, and we do not manage the business or have identifiable cash flows available at a lower level than our reportable segments. In addition, we market the assets within each reportable segment on a portfolio basis to our customers within the segment. While there are multiple service facilities within each segment, those facilities exist to provide geographic proximity of field technicians to serve and support specific customer needs near those facilities.  These facilities rely on various support functions which are shared across the segment, such as operations and product line management, sales force, purchasing, human resources, IT, R&D and accounting personnel, the costs of which are not allocated to each individual facility.  In addition, the tools, equipment and other assets included within each asset group are shared across the segment and work in conjunction with each other to generate revenues, and thus cash flows, and are considered dependent on each other.

Form 8-K filed December 5, 2019

Exhibit 99.1, page 1

2.              We note you reconcile the non-GAAP measure Adjusted EBITDA to operating earnings (loss) on a consolidated basis and for each of your segments. Please revise your presentation to reconcile to net earnings (loss), the most directly comparable GAAP measure. Refer to Item 10(e) of Regulation S-K and Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

We acknowledge the Staff’s comment and the Company will revise its presentation in future filings to reconcile Adjusted EBITDA to net earnings (loss) on a consolidated basis.  An example of the proposed presentation is included below for your reference.

KLX ENERGY SERVICES HOLDINGS, INC.

RECONCILIATION OF CONSOLIDATED NET (LOSS) EARNINGS

TO ADJUSTED EBITDA

(In Millions)

THREE MONTHS ENDED

October 31, 2019

July 31, 2019

Net (loss)   earnings

$

(69.8

)

$

3.5

Interest   expense, net

7.2

7.4

Income tax   (benefit) expense

(0.5

)

0.1

Operating (loss)   earnings

(63.1

)

11.0

Costs as   Defined(1)

59.1

0.9

Adjusted   operating (loss) earnings

(4.0

)

11.9

Depreciation and   amortization

16.7

16.5

Non-cash   compensation

4.7

4.6

Adjusted EBITDA

$

17.4

$

33.0

(1) Costs as Defined in Q2 2019 include costs associated with Red Bone Services and Tecton Energy Services acquisitions, costs associated with regional launches of the coiled tubing and filtration, testing and flow back product service lines, and in Q3 2019 costs related to the goodwill impairment charge of $45.8 million and business realignment costs of approximately $13 million.

2

We respectfully submit that operating earnings is the most directly comparable GAAP measure to Adjusted EBITDA for each of our segments as we do not allocate interest expense and income taxes to our reportable segments, and therefore, operating earnings is the GAAP measure of segment profit and loss disclosed in the financial statements.

If you should have any questions or further comments with respect to the Form 10-K, the Form 10-Q or the Form 8-K, please direct them to the undersigned by phone at (561) 273-7144 or by email transmissions sent to Tom.McCaffrey@klxenergy.com.

Sincerely,

/s/ Thomas P. McCaffrey

Thomas P. McCaffrey

Chief Financial Officer

cc:

Valerie Ford   Jacob, Esq.

Freshfields Bruckhaus   Deringer US LLP

3

January 30, 2020
Thomas P. McCaffrey
Senior Vice President & Chief Financial Officer
KLX Energy Services Holdings, Inc.
3040 Post Oak Blvd
15th Floor
Houston, TX 77056
Re:KLX Energy Services Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 31, 2019
Form 10-Q for the Fiscal Quarter Ended October 31, 2019
Form 8-K filed December 5, 2019
File No. 001-38609
Dear Mr. McCaffrey:
            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 business days by providing the requested
information or advise 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 Fiscal Quarter Ended October 31, 2019
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Note 5. Goodwill and Intangible Assets, Net, page 11
1.We note you did not record an impairment to long-lived assets based on your assessment
as of October 15, 2019 because the sum of undiscounted cash flows of the Southwest,
Rocky Mountains and Northeast/Mid-Con long-lived assets exceeded their carrying value
by approximately 20.7%, 64.4% and 32.9%, respectively.  Please tell us the extent to
which assets were grouped and the basis for any such grouping in your impairment
assessment.  Please refer to ASC paragraph 360-10-35-23.

 FirstName LastNameThomas P. McCaffrey
 Comapany NameKLX Energy Services Holdings, Inc.
 January 30, 2020 Page 2
 FirstName LastName
Thomas P. McCaffrey
KLX Energy Services Holdings, Inc.
January 30, 2020
Page 2
Form 8-K filed December 5, 2019
Exhibit 99.1, page 1
2.We note you reconcile the non-GAAP measure Adjusted EBITDA to operating earnings
(loss) on a consolidated basis and for each of your segments. Please revise your
presentation to reconcile to net earnings (loss), the most directly comparable GAAP
measure.  Refer to Item 10(e) of Regulation S-K and Question 103.02 of the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures.
            In closing, 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.
            You may contact Brian McAllister at (202) 551-3341 or Myra Moosariparambil at (202)
551-3796 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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August 22, 2018

VIA EDGAR

Irene Barberena-Meissner
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, DC 20549

Re:

KLX   Energy Services Holdings, Inc.

Registration   Statement on Form 10-12B

File   No. 001-38609

Dear Ms. Barberena-Meissner:

Reference is made to the Registration Statement on Form 10-12B (as amended to date, the “Registration Statement”) filed by KLX Energy Services Holdings, Inc. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”).

In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, the Company hereby respectfully requests that the effective date of the Registration Statement be accelerated to August 24, 2018 at 4:30 p.m.

If you should have any questions or further comments with respect to the Registration Statement, please direct them to Valerie Ford Jacob of Freshfields Bruckhaus Deringer US LLP at (212) 284-4926. The Company requests that notification of the effectiveness of the Registration Statement be made by a telephone call to Ms. Jacob and that such effectiveness also be confirmed in writing.

Sincerely,

/s/ Thomas P. McCaffrey

Thomas P. McCaffrey

Vice President

cc:

Valerie Ford   Jacob, Esq.

Freshfields Bruckhaus   Deringer US LLP

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EDGAR AND HAND DELIVERY
   United States Securities and Exchange Commission
   Division of Corporate Finance
   100 F. Street, N.E.
   Washington D.C. 20549

New York

601 Lexington Avenue
   31st Floor
   New York, NY  10022

T  +1   212 284 4926

F   +1   646 521 5726

www.freshfields.com

Doc ID

US3036647/2

Our Ref

VFJ

August 22, 2018

Re:                             KLX Energy Services Holdings, Inc.
 Registration Statement on Form 10
 File No. 001-38609

On behalf of our client, KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and in connection with its registration statement on Form 10 (the Registration Statement), the Company is submitting changed pages to Amendment No. 1 to the Registration Statement, which reflect information related to the distribution ratio, the record date, the distribution date, and the date the Company’s parent is expected to approve the distribution of the shares of the Company’s common stock.  The Company intends to file Amendment No. 2 to the Registration Statement on Friday, August 24, 2018, reflecting these changed pages.

If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact the undersigned at (212) 284-4926 or Valerie.Jacob@freshfields.com.

Sincerely,

/s/   Valerie Ford Jacob

Valerie   Ford Jacob

cc:                                Roger Franks

(KLX Inc.)

The Freshfields Bruckhaus Deringer US LLP partners include members of the Bars of the State of New York and the District of Columbia, Solicitors of the Supreme Court of England and Wales and Rechtsanwälte of Germany.

Abu Dhabi   Amsterdam   Bahrain   Beijing   Berlin   Brussels   Cologne   Dubai   Düsseldorf   Frankfurt   am   Main   Hamburg   Hanoi   Ho Chi Minh City   Hong Kong   London   Madrid   Milan   Moscow   Munich   New York   Paris   Rome   Shanghai   Singapore   Tokyo   Vienna   Washington

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[Freshfields Bruckhaus Deringer US LLP]

August 15, 2018

VIA EDGAR AND HAND DELIVERY

Loan Lauren P. Nguyen

Legal Branch Chief

U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549

Re:                             KLX Energy Services Holdings, Inc.

Registration Statement on Form 10-12B

Filed July 25, 2018

File No. 001-38609

Dear Ms. Nguyen:

On behalf of KLX Energy Services Holdings, Inc. (the “Company”), set forth below is the response of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), contained in the letter dated August 7, 2018, regarding the Company’s registration statement on Form 10-12B, filed on July 25, 2018 (the “Form 10”).  The Company has publicly filed an amendment to the registration statement on Form 10-12B (the “Amendment”), including an Information Statement as Exhibit 99.1 (the “Information Statement”), today by electronic submission.  The Staff’s comments are set forth below, followed by the Company’s corresponding response.

The numbered paragraph and headings in this response letter correspond to the original numbered paragraph and headings in the Staff’s letter.  For ease of reference, we have repeated the Staff’s comment in bold text preceding the response.  Defined terms used but not defined herein have the meanings set forth in the Form 10.

Information Statement Filed as Exhibit 99.1

Risk Factors, page 28

The spin-off and/or the merger may not be completed on the terms or timeline currently contemplated, page 48

1.              We note your response to our prior comment 3 and the disclosure that you will be required to pay significant costs and expenses relating to the spin-off and merger. Please disclose the total estimated amount of costs and expenses relating to the spin-off, including the estimated amount of expenses for which the Company will be required to reimburse KLX, subject to the consummation of the merger.

In response to the Staff’s comment, the Company has revised the disclosure on pages 49 and 131 of the Amendment to disclose that the Company does not expect the total costs and expenses relating to

the spin-off to exceed $10 million.

Exhibit 3.2

2.              We note that your form of amended and restated bylaws includes an exclusive forum provision in Section 9.01. Please revise your information statement to include disclosure regarding this provision, including its impact on your stockholders.

In response to the Staff’s comment, the Company has added a risk factor on page 52 of the Amendment and revised the disclosure on page 141 of the Amendment.

* * *

If you should have any questions or further comments with respect to the Form 10, please direct them to the undersigned at (212) 284-4926 or by email transmissions sent to Valerie.Jacob@freshfields.com.

Sincerely,

/s/ Valerie Ford Jacob

Valerie Ford Jacob

cc:                                Roger Franks, General Counsel, Vice President—Law and Human Resources

Mail Stop 4628
August  7, 2018

Amin J. Khoury
Chief Executive Officer  and Chairman of the Board
KLX Energy Services Holdings, Inc.
1300 Corporate Center Way
Wellington, FL 33414

Re: KLX Energy Services Holdings, Inc.
Registration Statement on Form 10 -12B
Filed July 25 , 2018
File No. 001 -38609

Dear Mr. Khoury :

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 these comments within ten business days by providing the requested
information  or advise u s 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 and any amendment you may file  in response to these
comments , we may have  additional comments.   Unless we note otherwise, our references to prior
comments are to comments in our July 18, 2018 letter.

Risk Factors, page 28

The spin -off and/or the merger may not be completed on the terms or timeline currently
contem plated, page 48

1. We note your response to our prior comment 3  and the disclosure that you will be
required to pay significant costs and expenses relating to the spin -off and merger .  Please
disclose the total estimated amount of costs and expenses relatin g to the spin -off,
including the estimated amount of expenses for which the Company will be required to
reimburse KLX, subject to the consummation of the merger.

Amin J. Khoury
KLX Energy Services Holdings, Inc.
August  7, 2018
Page 2

 Exhibit 3.2

2. We note that your form of amended and restated bylaws includes an exclusive fo rum
provision in Section 9.01.  Please revise your information statement to include disclosure
regarding this provision, including its impact  on your stockholders.

You may contact  John Cannarella , Staff Accountant, at (202) 551 -3337  or Jennifer
Gallagher, Staff Accountant , at 202 -551-3706  if you have questions regarding comments on the
financial s tatements and related matters.  Please contact Irene Barberena -Meissner, Staff
Attorney , at (202) 551 -6548 or Loan Lauren P. Nguyen , Legal Branch Chief , at (202) 551-3642
with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen  for

 John Reynolds
Assistant Director
Office of Natural Resources

cc: Valerie F. Jacob, Esq.
 Freshfields Bruckhaus Deringer US LLP

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[Freshfields Bruckhaus Deringer US LLP]

EDGAR AND HAND DELIVERY
 United States Securities and Exchange Commission
 Division of Corporate Finance
 100 F. Street, N.E.
 Washington D.C. 20549

July 25, 2018

Re:                             KLX Energy Services Holdings, Inc.
 Registration Statement on Form 10
 Filed on July 25, 2018
 File No. 001-[•]

On behalf of our client, KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and in connection with the initial public filing of its registration statement on Form 10 (the Registration Statement) and its prior non-public draft submission on the date hereof, which the Company initially confidentially submitted on June 21, 2018 pursuant to the Division of Corporate Finance (the Division) procedures for draft registration statement processing announced on June 29, 2017, as supplemented on August 17, 2017, for non-public review by the staff (the Staff) of the Securities and Exchange Commission (the Commission).  The Registration Statement relates to the initial registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, of the Company’s common stock.

The Company confirms its agreement with the public filing guidelines in the Division’s June 29, 2017 announcement, as supplemented on August 17, 2017, and undertakes that the

requested effective date of the Registration Statement shall be no sooner than 15 days following the initial public filing of its Registration Statement and its prior non-public draft submission on the date hereof.

If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact the undersigned at (212) 284-4926 or Valerie.Jacob@freshfields.com.

Sincerely,

/s/   Valerie Ford Jacob

Valerie   Ford Jacob

cc:                                Roger Franks

(KLX Inc.)

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[Freshfields Bruckhaus Deringer US LLP]

July 25, 2018

VIA EDGAR AND HAND DELIVERY

Loan Lauren P. Nguyen

Legal Branch Chief

U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549

Re:

KLX   Energy Services Holdings, Inc.

Draft   Registration Statement on Form 10-12B

Submitted   June 21, 2018

CIK   No. 0001738827

Dear Ms. Nguyen:

On behalf of KLX Energy Services Holdings, Inc. (the “Company”), set forth below is the response of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), contained in the letter dated July 18, 2018, regarding the Company’s draft registration statement on Form 10-12B, confidentially submitted on June 21, 2018 (the “Form 10”).  The Company has publicly filed a registration statement on Form 10-12B (the “Amendment”), including an Information Statement as Exhibit 99.1 (the “Information Statement”), today by electronic submission.

The numbered paragraph and headings in this response letter correspond to the original numbered paragraph and headings in the Staff’s letter.  For ease of reference, we have reproduced the Staff’s comment in bold text preceding the Company’s response.  Defined terms used but not defined herein have the meanings set forth in the Form 10.

Information Statement Filed as Exhibit 99.1

General

1.              We note that no vote or action of KLX stockholders is required in connection with the spin-off. However, we note that KLX shareholders will be required to approve the related merger transaction. Please provide us a legal analysis regarding the basis for this statement.

The Company respectfully advises the Staff that approval by the stockholders of KLX Inc. is not required to effect the spin-off.  The spin-off will be effected by way of a pro rata dividend of shares of the Company’s common stock owned by KLX Inc. to the stockholders of KLX Inc. entitled to receive the dividend. Under the General Corporation Law of the State of Delaware (the “DGCL”), the declaration of a dividend by a Delaware corporation, like KLX Inc., is ordinarily the sole prerogative of its board of directors. See Edward P. Welch et al., Folk on the Delaware General Corporation Law §170.06 (2016 ed.). Pursuant to Section 170 of the DGCL, “[t]he directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends” out of assets legally available therefor. 8 Del. C. § 170.  Section 173 of the DGCL provides that dividends may be paid in “cash, in property, or in shares of the corporation’s capital stock.” 8 Del. C. § 173.  Under Section 159 of the DGCL, shares of stock of a Delaware corporation, like the shares of common stock of the Company owned by KLX Inc. that will be distributed as a dividend to effect the spin-off, “shall be deemed personal property.”  8 Del. C. § 159. Thus, a dividend in the form of shares of common stock of a subsidiary constitutes a dividend of property, the declaration and payment of which is expressly authorized by Section 173 of the DGCL.

As indicated above, under Section 170 of the DGCL, the directors’ power to declare and pay dividends may be made subject to restrictions contained in its certificate of incorporation. KLX Inc.’s certificate of incorporation does not require a stockholder vote prior to the declaration and payment by KLX Inc.’s board of a dividend. The property dividend that effects the spin-off will be approved by the KLX Inc. board of directors in advance thereof. No further vote of the stockholders will be required for its completion.

Moreover, under Delaware law, “action taken under one section of [the DGCL] is legally independent, and its validity is not dependent upon, nor to be tested by the requirements of other unrelated sections under which the same final result might be attained by different means.” Orzeck v. Englehart, 195 A.2d 375, 378 (Del. 1963). Thus, the declaration and payment of a dividend pursuant to Section 170 of the DGCL would be reviewed as an act with its own legal significance, independent of other provisions of the DGCL that could otherwise give rise to a vote of stockholders. Accordingly, the spin-off would not, for example, constitute a sale, lease or exchange of all or substantially all of the property and assets of KLX Inc. under Section 271 of the DGCL, and a vote of KLX Inc.’s stockholders is not required under Section 271 or any other provision of the DGCL.  8 Del. C. § 271.  Accordingly, the dividend by KLX Inc. to its stockholders of the shares of the Company’s common stock will not require a stockholder vote under Delaware law.

Summary, page 1

The Spin-off, page 11

2.              Please revise to briefly identify the assets as well as liabilities and obligations to be allocated pursuant to the Distribution Agreement and other ancillary agreements.

In response to the Staff’s comment, the Company has added disclosure on pages 11 and 55 of the Amendment to identify the assets as well as liabilities and obligations to be allocated pursuant to the Distribution Agreement and other ancillary agreements.

Risk Factors, page 29

The spin-off and/or the merger may not be completed on the terms or timeline currently contemplated, page 49

3.              We note your disclosure that you and KLX will be required to pay significant costs and expenses relating to the spin-off and the merger. Please describe the estimated costs and termination rights in connection with the distribution and spin-off.

In response to the Staff’s comment, the Company has added disclosure on pages 48 – 49 of the Amendment to describe the estimated costs and termination rights in connection with the distribution and spin-off.

The Spin-Off, page 56

Background, page 56

4.              Please expand your disclosure to discuss the reasons that the board of directors of KLX determined that the separation of KLX’s energy services business from KLX, as an

2

independent, publicly-traded company presented the best available alternative for maximizing stockholder value with respect to KLX’s energy services business.

In response to the Staff’s comment, the Company has added disclosure on page 55 of the Amendment to discuss the reasons that the board of directors of KLX determined that the separation of KLX’s energy services business from KLX, as an independent, publicly-traded company presented the best available alternative for maximizing stockholder value with respect to KLX’s energy services business.

5.              Please expand your disclosure to explain how the material terms of the spin-off were determined, including, but not limited to, KLX’s contribution of $50 million to the Company. In this regard, we note your disclosure on page 48 that the terms of the spin-off agreements, including the Distribution Agreement, the Employee Matters Agreement, Transition Services Agreement, and the IP Matters Agreement, may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third-parties.

In response to the Staff’s comment, the Company has added disclosure on page 56 of the Amendment to explain how the material terms of the spin-off were determined.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 77

Company Overview, page 77

6.              Please revise your overview to discuss the material trends, opportunities, challenges and uncertainties you face as after spin-off you will be a standalone energy services company. As part of this discussion, please identify material demands, commitments, events or uncertainties that will have, or are reasonably likely to have, a material impact on your financial condition, operating performance, revenues and/or income, or result in liquidity decreasing or increasing in any material way and provide additional information about the quality and variability of your earnings and cash flows so that shareholders can ascertain the likelihood of the extent that past performance is indicative of future performance.

In response to the Staff’s comment, the Company has revised the disclosure on page 78 of the Amendment to discuss the material trends, opportunities, challenges and uncertainties the Company will face as a standalone energy services company.

Year Ended January 31, 2017 Compared to Year Ended January 31, 2016, page 84

7.              Please discuss the origin of the goodwill and long-lived impairment charges recorded during the fiscal year ended January 31, 2016 as these charges materially impacted your operating results. Refer to Item 303(a)(3)(i) of Regulation S-K for additional guidance.

In response to the Staff’s comment, the Company has added disclosure on page 84 of the Amendment explaining the origin of the goodwill and long-lived impairment charges recorded during the fiscal year ended January 31, 2016.

Business, page 90

Legal Proceedings, page 111

8.              We note there has been a lawsuit filed challenging the proposed merger between KLX and Boeing. As the spin-off is expected to occur prior to or contemporaneously with the merger, please revise your disclosure to describe any litigation relating to the merger or the spin-

3

off, including the complaint filed on July 6, 2018 against KLX and the members of KLX’s board by The Vladimir Gusinsky Rev. Trust.

In response to the Staff’s comment, the Company has revised the disclosure on pages 111 – 112 of the Amendment.

Certain Relationships and Related Party Transactions, page 123

Related Party Transactions, page 127

Certain Relationships, page 128

9.              You disclose that you are leasing real estate for some of your facilities in Texas and Wyoming from a limited liability company controlled by Gary J. Roberts, who is expected to serve as your Vice President and General Manager following the spin-off. Please expand your disclosure to provide the material terms of these leases.

In response to the Staff’s comment, the Company has revised the disclosure on page 134 of the Amendment.

Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies, page F-19

10.       We note your revenue recognition policy for sales of products and services. Please separately disclose your i) product revenues and related cost of goods sold and ii) your service revenues and related cost of services in accordance with Rule 5-03(b)(1) and (2) of Regulation S-X. In addition, tell us what consideration was given to disclosing the accounting principles, judgments, nature and types of cost associated with cost of goods sold and cost of services as an accounting policy disclosure pursuant to FASB ASC 235-10-50-3.

The Company acknowledges the Staff’s comment, but respectfully submits that the Company believes it is  appropriate to continue to present revenue as a single line item in its income statement. The primary business of the Company is to provide completion, intervention and production services to energy industry customers in the major onshore oil and gas producing regions of the United States.  The  Company utilizes certain tools and equipment in the performance of these services and, in certain cases,  sells tangible products to its customers. Over 90% of the Company’s revenues are derived from services,  which include internal and third-party service charges to customers, as well as charges for the use of  related tools, equipment and consumables in the performance of these services.  Less than 10% of the  Company’s revenues are derived from the sale of other ancillary products, as well as an insignificant  amount of revenues from chargebacks to customers for damaged or lost equipment.

4

Based on the guidance in Section 5-03(b) of Regulation S-X and the nature of the Company’s revenue  being derived primarily from services, the Company believes that it is appropriate to continue to present  revenue as a single line item in its income statement. Additionally, the Company notes that  the Company’s financial statements include disclosure of revenue disaggregated by revenue type  (completion, intervention and production services), as well as by reportable segment (Southwest Region,  Rocky Mountains Region and Northeast Region).

The Company also notes that its cost of sales principally consists of payroll costs for  employees performing the services offered, depreciation expense on the assets utilized in the  performance of those services, transportation, fuel and vehicle related expenses and the cost of inventory  sold to customers.  In accordance with ASC 235-10-50, the Company discloses its depreciation and  inventory costing methods in Note 1 of its financial statements.  As a result, the Company believes  sufficient disclosure has been made to comply with ASC 235-10-50 and will continue to evaluate the  accounting principles, judgments, nature and types of cost associated with cost of goods sold and cost of  services and make necessary disclosures to comply with ASC 235-10-50.

* * *

If you should have any questions or further comments with respect to the Form 10, please direct them to the undersigned at (212) 284-4926 or by email transmissions sent to Valerie.Jacob@freshfields.com.

Sincerely,

/s/ Valerie Ford Jacob

Valerie Ford Jacob

cc:                                Roger Franks

(KLX Inc.)

5

Mail Stop 4628
July 18, 2018

Amin J. Khoury
Chief Executive Officer  and Chairman of the Board
KLX Energy Services Holdings, Inc.
330 Clematis Street, Suite 217
West Palm Beach, FL 33401

Re: KLX Energy Services Holdings, Inc.
Draft Registration Statement on Form 10 -12B
Submitted June 21, 2018
CIK No. 0001738827

Dear Mr. Khoury :

We have reviewed your draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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  the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Information Statement Filed as Exhibit 99.1

General

1. We note th at no vote or acti on of KLX  stockholders is required in connection  with the
spin-off.  However, we note that KLX shareholders will be required to approve the
related merger transaction.  Please provide us a legal analysis regarding the basis for this
statement.

Amin J. Khoury
KLX Energy Services Holdings, Inc.
July 18, 2018
Page 2

 Summary, page 1

The Spin -off, page 11

2. Please revise to briefly identify the assets as well as liabilities and obligations  to be
allocated pursuant to the Distribution Agreement and other ancillary agreements.

Risk Factors, page 29

The spin -off and/or the merger may not be completed on the terms or timeline currently
contemplated , page 49

3. We note your discl osure that you and KLX will be required to pay significant costs and
expenses relating to the spin -off and the merger .  Please describe  the estimated costs and
termination rights in connection with the distribution and spin -off.

The Spin -Off, page 56

Background, page 56

4. Please expand your disclosure to discuss the reasons that the board of directors of KLX
determined that the separation of KLX’ s energy services business from KLX, as an
independent, publicly -traded company presented the best available alternative for
maximizing stockh older value with respect to KLX’ s energy services business .

5. Please expand your disclosure to explain how the material terms of the spin -off were
determined , including, but not limited to, KLX’s contribution of $50 million to the
Company.  In this regard, we note your disclosure on page 48 that the terms of the spin -
off agreements, including the Distribution  Agreement, the Employee Matters Agreement,
Transition Services Agreement, and the IP Matters Agreement, may not reflec t terms th at
would have resulted from arm’ s-length negotiations among unaffiliated third -parties.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
77

Company Overview, page 77

6. Please revise your overview to discuss the material trends, opportunities, challenges and
uncertainties  you face  as after spin -off you will be a standalone energy services company .
As part of this discussion, please identify material demands, commitments, events or
uncertainties that will have, or are reasonably likely to have, a material impact on your
financial condition, operating performance, revenues and/or income, or result in liquidity
decreasing or increasing in any material way and provide additional information about
the qual ity and variability of your earnings and cash flows so that shareholders can

Amin J. Khoury
KLX Energy Services Holdings, Inc.
July 18, 2018
Page 3

 ascertain the likelihood of the extent that past performance is indicative of future
performance.

Year Ended January 31, 2017 Compared to Year Ended January 31, 2016 , page 84

7. Please discuss the origin of the goodwill and long -lived impairment charges recorded
during the fiscal year ended January 31, 2016 as these charges materially impacted your
operating results.   Refer to Item 303(a)(3)(i) of Regulation S -K for additional guida nce.

Business, page 90

Legal Proceedings, page 111

8. We note there has been a lawsuit filed challenging the proposed merger between KLX
and Boeing.  As the spin -off is expected to occur prior to or contemporaneously with the
merger , please revise your dis closure to describe any litigation relating to the merger or
the spin -off, including the complaint filed on July 6, 2018 against KLX and the members
of KLX’s board by The Vladimir Gusinsky Rev. Trust.

Certain Relationships and Related Party Transactions, page 123

Related Party Transactions, page 127

Certain Relationships, page 128

9. You disclose that you are leasing real estate for some of your facilities in Texas and
Wyoming from a limited liability company controlled by Gary J. Roberts,  who is
expected to serve as your Vice President and General Manager following the spin -off.
Please expand your disclosure to provide the material terms of these leases.

Financial Statements

Note 1 - Description of Business and Summary of Significant Acc ounting Policies, page F -19

10. We note your revenue recognition policy for sales of products and services.   Please
separately disclose your i) product revenues and related cost of goods sold and ii) your
service revenues and related cost of services in accor dance with Rule 5 -03(b)(1) and (2)
of Regulation S -X.  In addition, tell us what consideration was given to disclosing the
accounting principles, judgments, nature and types of cost associated with cost of goods
sold and cost of services as an accounting p olicy disclosure pursuant to FASB ASC 235 -
10-50-3.

Amin J. Khoury
KLX Energy Services Holdings, Inc.
July 18, 2018
Page 4

 You may contact  John Cannarella , Staff Accountant, at (202) 551 -3337  or Jenifer
Gallagher , Staff Accountant , at 202-551-3706 if you have questions regarding comments on the
financial s tatements and rel ated matters.  Please contact Irene Barberena -Meissner, Staff
Attorney , at (202) 551 -6548 or Loan Lauren P. Nguyen , Legal Branch Chief , at (202) 551 -3642
with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen  for

John Reynolds
Assistant Director
Office of Natural Resources

cc: Valerie F. Jacob, Esq.
 Freshfields Bruckhaus Deringer US LLP