SecProbe.io

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 ​ RPC, INC. 2801 BUFORD HIGHWAY NE, SUITE 300 ATLANTA, GEORGIA 30329 ​ April 30, 2025 ​ VIA EDGAR TRANSMISSION ​ United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Karina Dorin ​ Re: RPC, Inc. Registration Statement on Form S-3 File No. 333-286706 ​ Acceleration Request Requested Date: May 5, 2025 Requested Time: 5:00 p.m. Eastern Time ​ Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, RPC, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-286706) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Joe Alley of Arnall Golden Gregory LLP, counsel for the Company, to make such request on the Company’s behalf. ​ The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Joe Alley of Arnall Golden Gregory LLP at (404) 873-8688 or via email at joe.alley@agg.com. ​ Please direct any questions or comments regarding this acceleration request to Joe Alley at (404) 873-8688. ​ Sincerely, ​ ​ ​ ​ RPC, Inc. ​ ​ ​ By: /s/ Michael L. Schmit ​ ​ Michael L. Schmit ​ ​ Vice President, Chief Financial Officer, Treasurer and Corporate Secretary ​ ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Ben M. Palmer
President and Chief Executive Officer
RPC, Inc.
2801 Buford Highway NE, Suite 300
Atlanta, GA 30329

 Re: RPC, Inc.
 Registration Statement on Form S-3
 Filed April 23, 2025
 File No. 333-286706
Dear Ben M. Palmer:

 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 Karina Dorin at 202-551-3763 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joe Alley
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 15, 2023
Ben Palmer
Chief Executive Officer
RPC Inc.
2801 Buford Highway, Suite 300
Atlanta, Georgia 30329
Re:RPC Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 27, 2023
File No. 001-08726
Dear Ben Palmer:
            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

CORRESP
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​

RPC Incorporated, 2801 Buford Highway NE., Suite 300, Atlanta, GA 30329. Telephone: (404) 321-2140 Facsimile: (404) 321-5483

​

VIA EDGAR

November 2, 2023

Ms. Sondra Snyder

Staff Accountant

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

​

RE:RPC, Inc.

Form 10-K for the Fiscal Year ended December 31, 2022

Response Dated October 6, 2023

File No.:  001-08726

​

Your comment letter dated October 23, 2023

Dear Ms. Snyder:

With reference to your correspondence dated October 23, 2023, with a comment on the above referenced filing, the responses of RPC, Inc. (“RPC” or the “Company”) are set forth in this letter.  To facilitate the Staff’s review, we have repeated the question in bold prior to setting forth our response thereto in the same order that they appeared in your letter.

Form 10-K for Fiscal Year Ended December 31, 2022

Financial Statements

Consolidated Statements of Operations, page 31

Ø

 We note that in response to prior comment 1, you indicate that you will present the cost of revenues in the consolidated statements of operations in accordance with the parenthetical labeling accommodation in SAB Topic 11.B, and include a note to the financial statements showing your allocation of depreciation and amortization to cost of revenues and selling, general and administrative expenses for all periods presented.

Please also explain how you propose to modify or balance disclosures of percentages described as reflecting the relationship between cost of revenues and revenues, as appears on page 20 and 22 of the annual report, pages 21 and 23 of the recent interim report, and earnings releases you have filed on Form 8-K.

While the guidance in SAB Topic 11:B provides an accommodation when presenting the components separately, this does not generally extend to other measures that would ordinarily reflect all components, such as the percentages referenced above.

​

Ms. Sondra Snyder

Securities and Exchange Commission

Page 2

​

RESPONSE:

As indicated in your letter, we have relied on the accommodation provided in SAB Topic 11.B to present the components separately in the Consolidated Statements of Operations.  We acknowledge that the accommodation provided by SAB Topic 11.B does not extend to other measures that would ordinarily reflect all components, such as the percentages referenced above, that are presented in other sections of our periodic and current filings. Summarized below are the modifications we intend to adopt in future filings for annual reports, interim reports and earnings releases furnished on Form 8-K.

ANNUAL & INTERIM REPORTS:

Please note in the most recently filed interim report on Form 10-Q for the quarter ended September 30, 2023, we modified the table and discussion on pages 25 to 27, as appropriate, to disclose that the cost of revenues as reported did not include depreciation and amortization and quantified the exclusion.

We will further modify the discussion in future filings as explained below:

Beginning with the annual report on Form 10-K for the fiscal year ending December 31, 2023, and quarterly report on 10-Q for the quarter ending March 31, 2024, we will modify our disclosures in Item 2. Management’s Discussion and Analysis of Financial Condition, Results of Operations as follows:

 ·

 We will no longer include the following items that were disclosed previously on annual reports on Form 10-K and interim reports on Form 10-Q:

 Ø

 Percentage cost of revenues to revenues

 Ø

 Percentage selling, general and administrative expenses to revenues

 Ø

 Percentage depreciation and amortization expense to revenues

 ·

 A proposed proforma discussion regarding cost of revenues follows:

Cost of revenues, which excludes depreciation and amortization, (inc./dec)reased XX percent to $XX million for the year/months ended 20XX, compared to $XX million for the year/months ended 20XX. These costs (inc./dec)reased primarily due to (inc./dec)reases in expenses consistent with activity levels, such as materials and supplies expenses, maintenance and repairs expenses and fuel costs, offset by/coupled with the relatively fixed nature of direct employment costs.  In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $XX million for the year/months ended 20XX compared to $XX million for the year/months ended 20XX.

​

Ms. Sondra Snyder

Securities and Exchange Commission

Page 3

​

EARNINGS RELEASES FURNISHED ON FORM 8-K:

Please note in the most recently furnished earnings release on Form 8-K for the quarter ended September 30, 2023, we modified the discussion related to cost of revenues partially to include the phrase “which excludes depreciation and amortization”.

We will further modify the cost of revenues discussion in future earnings releases furnished on Form 8-K as follows:

● We will no longer have a discussion of costs of revenues as a percentage of revenues.

● Proposed proforma discussion regarding cost of revenues follows:

 Ø as it relates to the discussion on cost of revenues for the current quarter compared to the prior quarter of the same year:

Cost of revenues, which excludes depreciation and amortization, during the fourth quarter of 2023 was $XX million compared to $239.1 million in the third quarter. These costs (inc./dec.)reased XX percent in the fourth quarter because of (inc./dec)rease in revenues and the relatively fixed nature of direct employment costs. Cost of revenues excludes depreciation and amortization totaling $XX for the three months ended December 31, 2023, and $25.6 million for the three months ended September 30, 2023. Selling, general and administrative expenses were $XX million in the fourth quarter of 2023 compared to $42.0 million in the third quarter of 2023.

 Ø as it relates to the discussion on cost of revenues for the current quarter compared to the same quarter of the prior year:

RPC’s revenues for the quarter ended December 31, 2023, (inc./dec.)reased by $XX million, or XX percent, compared to the fourth quarter of the prior year due to XX. Cost of revenues, which excludes depreciation and amortization, during the fourth quarter of 2023 (inc./dec.)reased by $XX million compared to the fourth quarter of 2022. Cost of revenues excludes depreciation and amortization of $20.4 million for the fourth quarter of 2022.

We value your feedback and trust that we have provided a comprehensive response to address all of your comments. Please do not hesitate to contact Michael Schmit, our Chief Financial Officer at (470) 388-4304, or me at (404) 321-2149 if you need further information.

​

Sincerely,

​

/s/ Ben M. Palmer

Ben M. Palmer

President and Chief Executive Officer

​

cc:Mr. John Cannarella

United States securities and exchange commission logo
October 23, 2023
Ben Palmer
Chief Executive Officer
RPC Inc.
2801 Buford Highway, Suite 300
Atlanta, Georgia 30329
Re:RPC Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Response Dated October 6, 2023
File No, 001-08726
Dear Ben Palmer:
            We have reviewed your October 6, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 25,
2023 letter.
Form 10-K for the Fiscal Year ended December 31, 2022
Financial Statements
Consolidated Statements of Operations, page 31
1.We note that in response to prior comment 1, you indicate that you will present the cost of
revenues in the consolidated statements of operations in accordance with the parenthetical
labeling accommodation in SAB Topic 11.B, and include a note to the financial
statements showing your allocation of depreciation and amortization to cost of revenues
and selling, general and administrative expenses for all periods presented.

Please also explain to us how you propose to modify or balance disclosures of percentages
described as reflecting the relationship between cost of revenues and revenues, as appear
on pages 20 and 22 of the annual report, pages 21 and 23 of the recent interim report, and
earnings releases you have filed on Form 8-K.

 FirstName LastNameBen Palmer
 Comapany NameRPC Inc.
 October 23, 2023 Page 2
 FirstName LastName
Ben Palmer
RPC Inc.
October 23, 2023
Page 2

While the guidance in SAB Topic 11:B provides an accommodation when presenting the
components separately, this does not generally extend to other measures that would
ordinarily reflect all components, such as the percentages referenced above.

            Please contact Sondra Snyder, Staff Accountant at 202-551-3332 or John Cannarella,
Staff Accountant at 202-551-3337 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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RPC Incorporated, 2801 Buford Highway NE., Suite 300, Atlanta, GA  30329.    Telephone: (404) 321-2140    Facsimile: (404) 321-5483

​

VIA EDGAR

October 6, 2023

​

Ms. Sondra Snyder

Staff Accountant

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

RE:RPC, Inc.

Form 10-K for the Fiscal Year ended December 31, 2022

Filed:  February 27, 2023

File No.:  001-08726

​

Your comment letter dated September 25, 2023

Dear Ms. Snyder:

Thank you for your correspondence dated September 25, 2023, with a comment on the above referenced filing. This letter sets forth the responses of RPC, Inc. (“RPC” or the “Company”) to your questions. In an effort to facilitate the Staff’s review, we have repeated each of the questions in bold prior to setting forth our response thereto in the same order that they appeared in your letter.

Form 10-K for Fiscal Year Ended December 31, 2023

Financial Statements

Consolidated Statements of Operations, page 31

1. We note that you appear to report an incomplete cost of revenues measure that excludes depreciation and amortization, although in the disclosures on page 55 you allocate substantially all depreciation and amortization to the Technical Services and Support Services segments. Given the nature of your business, we expect that you would need to allocate depreciation and amortization of equipment used in your revenue generating activities to cost of revenues under GAAP.

If you wish to report cost of revenues components separately you should adhere to the parenthetical labeling accommodation in SAB Topic 11:B, although under this convention it should be clear which particular line items and amounts have been excluded. Any disclosures pertaining to an incomplete cost of revenues measure should include comparable discussion of the excluded amounts.

Ms. Sondra Snyder

Securities and Exchange Commission

Page 2

​

Please revise as necessary to adhere to this guidance or to include the allocable portion of depreciation and amortization in your cost of revenues measure.

RESPONSE:

In response to your comments, in future filings beginning with the quarterly report for the period ended September 30, 2023 (Q3 23 10Q) and in the annual report in Form 10-K for the fiscal year ended December 31, 2023 (2023 10-K), we will enhance our disclosure as follows:

 ● Present the cost of revenues in the Consolidated Statements of Operations in accordance with the parenthetical labeling accommodation in SAB Topic 11.B as follows:

Cost of revenues (exclusive of depreciation and amortization shown separately below)

 ● Include the following information in the Notes to Consolidated Financial Statements:

Q3 23 10Q:

Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:

​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

(in thousands)

 ​

 Three months ended
September 30,

 ​

 Nine months ended
 September 30,

 ​

​

 ​

 2023 (1)

 ​

 2022

 ​

 2023 (1)

 ​

 2022

 ​

Cost of revenues

 $

 XXX

 $

 18,795

 $

 XXX

 $

 53,942

Selling, general and administrative expenses

 ​

 ​

 XXX

 ​

 ​

 2,146

 ​

 ​

 XXX

 ​

 ​

 6,559

 ​

Total

 ​

 $

 XXX

 ​

 $

 20,941

 ​

 $

 XXX

 ​

 $

 60,501

 ​

 (1)

 Currently not available​

2023 10-K:

Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:

​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

(in thousands)

Years Ended December 31,

 ​

 ​

 2023 (1)

 ​

 ​

 2022

 ​

 ​

 2021

 ​

Cost of revenues

 ​

 $

 XXX

 ​

 $

 74,294

 ​

 $

 63,068

 ​

Selling, general and administrative expenses

 ​

 ​

 XXX

 ​

 ​

 8,723

 ​

 ​

 9,619

 ​

Total

 ​

 $

 XXX

 ​

 $

 83,017

 ​

 $

 72,686

 ​

 (1)

 Currently not available​

​

Ms. Sondra Snyder

Securities and Exchange Commission

Page 3

​

 ● Change the caption in the Results of Operations in the Management’s Discussion and Analysis of Financial Condition and Results of Operations to

Cost of revenues (exclusive of depreciation and amortization shown separately below)

We are currently following the other guidance on SAB Topic 11.B and do not position depreciation and amortization in a manner which results in reporting a figure for income before depreciation. In addition, we have a separate discussion in the Results of Operations section for Depreciation and Amortization changes.

I trust that we have responded in sufficient detail to address all your comments. Please do not hesitate to contact Michael Schmit, our Chief Financial Officer at (470) 388-4304, or me at (404) 321-2149 if you need further information.

Sincerely,

​

Ben M. Palmer

President and Chief Executive Officer

cc:Mr. John Cannarella

United States securities and exchange commission logo
September 25, 2023
Ben Palmer
Chief Executive Officer
RPC Inc.
2801 Buford Highway, Suite 300
Atlanta, Georgia 30329
Re:RPC Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 27, 2023
File No, 001-08726
Dear Ben Palmer:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Financial Statements
Consolidated Statements of Operations, page 31
1.We note that you appear to report an incomplete cost of revenues measure
that excludes depreciation and amortization, although in the disclosures on page 55 you
allocate substantially all depreciation and amortization to the Technical Services and
Support Services segments.  Given the nature of your business, we expect that you would
need to allocate depreciation and amortization of equipment used in your revenue
generating activities to cost of revenues under GAAP.

If you wish to report cost of revenues components separately you should adhere to the
parenthetical labeling accommodation in SAB Topic 11:B, although under this
convention it should be clear which particular line items and amounts have been excluded.
Any disclosures pertaining to an incomplete cost of revenues measure should include

 FirstName LastNameBen Palmer
 Comapany NameRPC Inc.
 September 25, 2023 Page 2
 FirstName LastName
Ben Palmer
RPC Inc.
September 25, 2023
Page 2
comparable discussion of the excluded amounts.

Please revise as necessary to adhere to this guidance or to include the allocable portion of
depreciation and amortization in your cost of revenues measure.

            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 Sondra Snyder, Staff Accountant at (202) 551-3332 or John Cannarella,
Staff Accountant at (202) 551-3337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 4628

October 18 , 201 7

Via E -mail
Ben M. Palmer
Chief Financial Officer
RPC, Inc.
2801 Buford Highway, Suite 520
Atlanta, Georgia 30329

Re: RPC, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 29, 2016
Form 10 -K for Fiscal Year Ended  December 31, 201 6
Filed February 2 8, 201 7
File No. 1 -08726

Dear Mr. Palmer :

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/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

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RPC Incorporated,
2801 Buford Highway NE., Suite 520, Atlanta, GA 30329. Telephone: (404) 321-2140 Facsimile: (404) 321-5483

 VIA EDGAR

April 19, 2017

Mr. Ethan Horowitz

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

    RE:
    RPC, Inc.

    Form 10-K for
the Fiscal Year ended December 31, 2015

    Filed: February
29, 2016

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

    Filed February
28, 2017

    Supplemental
Response dated February 15, 2017

    File No. 1-08726

    Your comment
letter dated April 7, 2017

 Dear Mr. Horowitz:

This letter sets forth the responses
of RPC, Inc. (“RPC” or the “Company”) to your comments in the above referenced letter. In an effort to
facilitate the Staff’s review, we have repeated each of the questions in bold prior to setting forth our response thereto
in the same order that they appeared in your letter.

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

Financial Statements and Supplementary
Data

Notes to Consolidated Financial
Statements, page 41

Mr. Ethan Horowitz

Accounting Branch Chief

Page 2

Note 5: Income Taxes, page 50

 1. You have identified “basis differences in variable interest entities”
as a component of your deferred tax assets and liabilities as of December 31, 2016 and 2015. However, it does not appear that disclosure
in other sections of your filing identifies or addresses this variable interest entity. Tell us about this entity, describe the
nature of your interest, and explain your application of the guidance per FASB ASC 810.

Response:

The caption should have stated
“Basis differences in consolidated limited liability company” and not referred to variable interest entities. The
entity is a limited liability company consolidated in accordance with ASC 810. We will update to correct the component description
in the tax footnote in future filings.

Note 12: Business Segment
Information, page 62

 2. We note your response to prior comment 1. Please provide additional
detail regarding each legal entity grouping (“LEG”) to address the following:

 · Clarify whether
the chief operating decision maker (“CODM”) is provided with or reviews financial data that includes any sub-categories
within each LEG. For example, describe how your Technical Services and Support Services segments within each LEG are addressed
as part of discussions between the general managers and the CODM regarding variances of budget to actual results;

 · Describe the extent
to which general managers have decision making authority considering that, although the CODM has the authority to make final decisions,
he relies on the general managers to execute his strategic directives; and

 · Tell us about
the structure of your process for entering into service contracts (e.g., whether customers typically enter into contracts with
each LEG separately).

Response:

 · No sub-categories of financial data within each LEG are presented on the monthly report provided to the CODM. As described
in the February 15, 2017 response, operating results, inclusive of budget to actual variances, are provided at the consolidated,
LEG and operating segment level. The management discussion and analysis provided to the CODM as part of his monthly reporting package
only reflects discussion for Technical Services and Support Services.

 · The CODM makes all decisions regarding direction, strategy and resource allocation of the Company. The general managers do
not have authority to make these decisions; their authority is limited to implementing those decisions made by the CODM.

 · Service contracts are entered into by individual legal entity and not by LEGs.

Mr. Ethan Horowitz

Accounting Branch Chief

Page 3

 3. Your letter dated January 12, 2017 states that the CODM does not make
resource allocation decisions on any individual service line without considering all of the services offered in the specific operating
segment since the service lines are closely aligned and managed. Clarify the manner in which your individual service lines and
operating segments are considered by the CODM and the general managers when resource allocation decisions are made considering
that your organizational and management structure appears to be based on LEGs.

Response:

Resource allocation decisions
made by the CODM are based on an analysis of either Technical Services or Support Services, not an analysis by LEG or individual
service line. The CODM asks each general manager individually to make recommendations about how to allocate resources within each
operating segment. Based on the overall direction by the CODM, the general managers, with assistance from their operational team,
prepare requests for resource allocations. The requests are approved (or denied) based on the expected return that will be generated
at the operating segment level. Factors considered by the general managers and their teams include the effect these investments
within an operating segment will have on the results of service lines within the same operating segment such as the operational
benefits one service line achieves from the growth of another. The CODM makes the final decisions on all resource allocations.
The Company’s structure is a matrix form of organization, as discussed in our response dated February 15, 2017.

 4. The response to comment 1 in your letter dated January 12, 2017 states
that the CODM relies on the general managers to execute his strategic directives based on his review at the Technical Services
and Support Services level. This response also states that the general managers are responsible for both the Technical Services
and Support Service operating activities within their LEGs. Tell us how directives are made from the CODM to the general managers,
the level at which these directives are made (e.g., at the Technical Services or Support Services level within the respective LEG),
and how the general managers consider the Technical Services and Support Services operating activities in executing these directives.
In addition, tell us more about the manner in which the general managers discuss the various growth opportunities, risks, and operational
issues facing each operating segment with the CODM considering that their areas of responsibility are based on the LEGs.

Response:

The decisions, directives,
and strategy are established at the Technical Services and Support Services level, not at the LEG level. Growth opportunities,
risks and operational issues are discussed as they pertain to Technical Services or Support Services. As discussed in our response
dated January 12, 2017, LEGs are a result of legacy acquisitions; the CODM manages at the operating segment level. The matrix form
of organization facilitates accountability across the consolidated entity – the areas of responsibility for the general managers
are based on both operating segments and LEGs.

Mr. Ethan Horowitz

Accounting Branch Chief

Page 4

 5. We note that the CODM makes resource allocation decisions based on your
operating segments. Explain the request and approval process within each LEG for the allocation of capital between Technical Services
and Support Services and tell us whether the CODM ever further allocates resources to a specific LEG.

Response:

Allocation of capital decisions
are not made by specific LEG and the CODM does not make supplemental or other allocation decisions by LEG.
Capital requests are initiated based on either the Technical Services or Support Services operating segment and approval is
granted based on the overall resource requirements and investment opportunities for each of these operating segments. See
Response 3 above for additional details.

 6. You describe the service line financial information included in the monthly
reporting package provided to the CODM as secondary in your letter dated January 12, 2017. Tell us more about how the CODM uses
service line revenue and gross profit information along with budget to actual data. In addition, clarify whether the monthly discussions
of budget to actual variances include discussions at the service line level.

Response:

Monthly discussions of budget to
actual variances are held primarily at the operating segment level. The CODM reviews individual service line financial information,
that includes only revenue and gross profit, as needed to evaluate further details such as variances between actual and budgeted
results.

In addition, management believes
that information disclosed by the Company to capital markets on earnings calls, management’s discussion and analysis and
the segment reporting footnote which includes reporting of operating results by Technical Services and Support Services provides
the users of financial  information an accurate window into how the CODM manages the business and allocates resources.

If you have any questions or desire
any further clarification with respect to the foregoing, we would be happy to arrange a conference call for further discussion.
To do so, you may contact Steve Fox at (404) 873-8528.

Sincerely,

/s/
Ben M. Palmer

Ben M. Palmer

Vice President and Chief Financial Officer

cc:	Ms. Wei Lu

Mail Stop 4628

April 7 , 201 7

Via E -mail
Ben M. Palmer
Chief Financial Officer
RPC, Inc.
2801 Buford Highway, Suite 520
Atlanta, Georgia 30329

Re: RPC, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 29, 2016
Form 10 -K for Fiscal Year Ended  December 31, 201 6
Filed February 2 8, 201 7
Supplemental Response dated February 15 , 2017
File No. 1 -08726

Dear Mr. Palmer :

We have reviewed  your February 15 , 2017 response to our comment letter 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.
Unless we note otherwise, our references to prior comments are to comments in our February 3 ,
2017 letter .

Ben M. Palmer
RPC, Inc.
April 7 , 2017
Page 2

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

Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements, page 41

Note 5: Income Taxes, page 50

1. You have identified “basis differences in variable interest entities” as a component of
your deferred tax assets and liabilities as of December 31, 2016 and 2015.  However, it
does not appear that disclosure in other sections of your filing identifies or addresses this
variable interest entity.  Tell us about this entity, describe the nature of your interest, and
explain your application of the guidance per FASB ASC 810.

Note 12: Business Segment Information, page 62

2. We note your response to prior comment 1.  Please provide additional detail regarding
each legal entity grouping (“LEG”) to address the following:

 Clarify whether the chief operating decision maker (“CODM”) is provided  with or
reviews financial data that includes any sub -categories within each LEG.  For
example, describe how your Technical Services and Support Services segments
within each LEG are addressed as part of discussions between the general managers
and the COD M regarding variances of budget to actual results ;

 Describe the extent to which general managers have decision making authority
considering that, although the CODM has the authority to make final decisions, he
relies on the general managers to execute h is strategic directives; and

 Tell us about the structure of your process for entering into service contracts (e.g.,
whether customers typically enter into contracts with each LEG separately).

3. Your letter dated January 12, 2017 states that the CODM does n ot make resource
allocation decisions on any individual service line without considering all of the services
offered in the specific operating segment since the service lines are closely aligned and
managed.   Clarify the manner in which your individual ser vice lines and operating
segments are considered by the CODM and the general managers when resource
allocation decisions are made considering that your organizational and management
structure appears to be based on LEGs.

4. The response to comment 1 in your letter dated January 12, 2017 states that the CODM
relies on the general managers to execute his strategic directives based on his review at
the Technical Services and Support Services level.  This response also states that the
general managers are respons ible for both the Technical Services and Support Services

Ben M. Palmer
RPC, Inc.
April 7 , 2017
Page 3

 operating activities within their LEGs.  Tell us how directives are made from the CODM
to the general managers, the level at which these directives are made (e.g., at the
Technical Services or Suppo rt Services level within the respective LEG) , and how the
general managers consider the Technical Services and Support Services operating
activities in executing these directives .  In addition, tell us more about the manner in
which the general managers di scuss the various growth opportunities, risks, and
operational issues facing each operating segment with the CODM considering that their
areas of responsibility are based on the LEGs.

5. We note that t he CODM makes resource allocation decisions based on your operating
segments.  Explain the request and approval process within each LEG for the allocation
of capital between Technical Services and Support Services and tell us whether the
CODM ever further allocates resources to a specific LEG.

6. You describe the service line financial information included in the monthly reporting
package provided to the CODM as secondary in your letter dated January 12, 2017 .  Tell
us more about how the CODM uses service lin e revenue and gross profit information
along with budget to actual data.  In addition, clarify whether the monthly discussions of
budget to actual variances include discussions at the service line level.

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or me at (202) 551 -3311
with any questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

RPC Incorporated,
2801 Buford Highway NE., Suite 520, Atlanta, GA 30329. Telephone: (404) 321-2140 Facsimile: (404) 321-5483

VIA EDGAR

February 15, 2017

Mr. Ethan Horowitz

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

    RE:
    RPC, Inc.

    Form 10-K for the Fiscal Year ended December 31, 2015

    Filed:  February 29, 2016

    Supplemental Response dated January 12, 2017

    File No.: 1-08726

    Your comment letter dated February 3, 2017

Dear Mr. Horowitz:

This letter sets forth the responses of RPC, Inc. ("RPC" or the "Company") to your comments in the above referenced letter.  In an effort to facilitate the Staff's review, we have repeated each of the questions in bold prior to setting forth our response thereto in the same order that they appeared in your letter.

Form 10-K for Fiscal Year Ended December
31, 2015

Financial Statements and Supplementary
Data, page 33

Notes to Consolidated Financial Statements,
page 38

Note 12: Business Segment Information,
page 57

Mr. Ethan Horowitz

Accounting Branch Chief

Page 2

 1. We note your response to prior comment 1 which states that you have two operating segments. Please address
the following to further clarify your response:

 I. Address whether you have established a segment manager for each of the operating segments. As part
of your response, include information further describing the responsibilities of both general managers and service line managers;

Response:

We have not established
a segment manager for each of our operating segments because RPC’s approach to managing the business is based on its operating
segments as well as its organizational structure. As discussed in our response dated January 12, 2017, RPC is organized by Legal
Entity Groupings (“LEGs”), which were established primarily as a result of acquisitions and for legal and tax purposes
with a general manager responsible for each of them.

RPC manages its
business as either services offered on the well-site with equipment and personnel (Technical Services) or services and equipment
offered off the well site (Support Services). The businesses under Technical Services generate revenue based on equipment, personnel
operating the equipment and the materials utilized to provide the service. They are all managed, analyzed and reported based on
the similarities of the operational characteristics and costs associated with providing the service. The businesses under Support
Services are primarily able to generate revenue through one source or personnel resource, which is either a hard asset or a personnel
resource. Please refer to the section titled Operating Environment in our response dated January 12, 2017. The general managers
are directly accountable to and maintain regular contact with the Chief Operating Decision Maker (“CODM”) and therefore
fulfill the role of segment managers for each of the operating segments as outlined in ASC 280-10-50-7.

The CODM receives
and reviews reports containing discrete financial information that can be used for resource allocation decisions presented by both
LEGs and by Technical Services and Support Services. Both forms of presentation reflect business components that could be considered
operating segments under the Company’s management approach. As such, LEGs and Technical Services and Support Services are
two overlapping sets of components for which each of the general managers are responsible. Therefore, in accordance with ASC 280-10-50-9,
RPC would be considered a matrix form of organization. ASC 280-10-50-9 further states that when the CODM reviews financial information
for two overlapping sets of components one of which includes products and services, the set of components based on products and
services would constitute the operating segments. Accordingly, RPC has identified its services based segments as its operating segments.
Further, concluding that our operating segments (and reportable segments) are Technical Services and Support Services provides
disclosures that are more meaningful and informative to investors, as this presentation more accurately reflects the operational
characteristics and economics of our business. Presenting the information by LEGs does not provide adequate insight into the resource
allocation decision process used by the CODM to manage the business as a whole.

General managers
are in charge of the day to day activities and the overall direction of the operations of the services within their areas of responsibility
and maintain regular contact with the CODM. Service line managers report directly to their respective general managers and serve
as additional support for the general managers. They manage the day to day activities of the service line that they are responsible
for and work with their counterparts in other service lines as required. They do not regularly communicate with the CODM and are
not an integral part of the overall decision making process for resource allocation. The CODM makes resource allocation decisions
at the operating segment level and relies on his general managers to implement his strategic directives.

 Mr. Ethan Horowitz

Accounting Branch Chief

Page 3

 II. Identify individuals other than the general managers who report directly to the chief operating
decision maker (“CODM”) and describe their roles;

Response:

In addition to
the general managers, the Chief Financial Officer (“CFO”) reports to the CODM. The CFO is responsible for the finance
functions and is the principal accounting officer and treasurer of the Company. He manages the enterprise shared services functions,
reports accurate and timely historical financial information of the Company, conducts treasury duties such as overseeing the
capital structure of the Company, and directs financial strategic planning and forecasting.

 III. Tell us more about the reporting package reviewed by the CODM on a monthly basis, including the
nature of service line level financial information included in the reporting package. Also tell us whether your board of directors
reviews similar information;

Response:

As indicated
in our response dated January 12, 2017, the CODM reviews operating results of the overall consolidated entity and the two operating
segments as well as the LEGs. The only service line financial information included in the reporting package provided to the CODM
is revenues and gross profit. However, as discussed in response to VIII below, the CODM does not make resource allocation decisions
based on this service line financial information. The monthly reporting package also includes a balance sheet for the consolidated
entity. For management reporting purposes, the Company does not track all service line assets and liabilities and does not generate
balance sheets by individual service line.

The reporting
package presented to the board of directors on a quarterly basis does not include financial information at the service line level.
Their package includes the following:

 Ø Operating results at a consolidated level consistent with financial
data reported externally to the investors and Securities and Exchange Commission

 Ø Operating results for the two operating segments – Technical
Services and Support Services

 Ø Operating results for each of the LEGs that constitute the consolidated
results

 Ø Consolidated balance sheet

 Ø Consolidated statements of cash flow

Mr. Ethan Horowitz

Accounting Branch Chief

Page 4

 IV. Explain your annual budgeting process in greater detail. Your response should describe how budgets
are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, and the level at
which the CODM makes changes to the budget;

Response:

The budget process
is managed and directed by the financial, planning and analysis (“FP&A”) group, which reports to the CFO. FP&A
provides the general managers and finance directors that report to them guidance, instructions and budget driver assumptions such
as commodity prices, drilling rig counts, industry trends and capital expenditures. The general managers and their finance directors
use this guidance to develop more detailed instructions that are provided to the service line managers, finance and other operating
personnel. The budget process is based on a bottom up approach and is developed and populated at the general ledger account level
detail by location, service line and department. The budget is reviewed by multiple levels of management throughout the process.
The general managers and directors of finance review the budget at the service line level, operating segment level and at the LEG
level. The CFO and FP&A are engaged throughout the entire process reviewing interim budgeted financial data, assumptions and
providing feedback to each general manager and their team. FP&A periodically provides the CODM with interim budget data and
observations. The CODM reviews the interim data for the overall consolidated entity, the operating segments and the LEGs, consistent
with the analysis and review of actual operating results stated in our response to III above. During the process, the CODM periodically
discusses the budget with the respective general managers. The budget is not final until it has been approved by the CODM.

 V. Describe the level of detail communicated to the CODM when actual results differ from budgets and
who is involved in meetings with the CODM to discuss budget-to- actual variances;

Response:

The monthly reporting
package provided to the CODM includes variance analysis showing budget to actual for each of the reports as detailed below:

 Ø Consolidated Income Statement consistent with financial data reported
externally to the investors and Securities and Exchange Commission - budget to actual for each of the line items down to net income

 Ø Operating results for each of the LEGs that constitute the consolidated
results - budget to actual for the following categories: Revenues, Gross Profit, Income before tax, and Earnings Before Income
Taxes, Depreciation and Amortization (“EBITDA”)

 Ø Operating results for the two operating segments – budget to
actual for the following categories: Revenues, Operating Profit, and EBITDA

 Ø Each of the service lines that comprise Technical Services and Support
Services – budget to actual for revenues and gross profit

The CODM
receives feedback from the general managers on a monthly basis after the reporting package is published. The CODM discusses
actual results with each general manager to get explanations for not only variances to budget, but also how budget and actual
results compare to industry developments and trends such as oil and gas prices, rig counts, and customer investments in new
projects. The explanations provided and discussions with each general manager provide the CODM with a near term outlook on
the direction of future results, growth prospects, cost containment activity, and potential impact on capital needs and
resources.

 Mr. Ethan Horowitz

Accounting Branch Chief

Page 5

 VI. Explain the degree to which the CODM relies on input from general managers
and service line managers in making decisions with regard to operations and resource allocation. In addition, tell us how often
your CODM meets with these individuals and describe topics typically discussed at these meetings;

Response:

The CODM communicates
with the general managers on at least a weekly basis regarding business trends impacting their financial results, resource requirements
and overall health of the operating segments under their responsibility. In addition, the general managers discuss with the CODM
the various growth opportunities, risks and operational issues facing each operating segment. The CODM relies primarily on direct
input and recommendation from the general managers with regard to various services that comprise their respective areas of responsibility
to make resource allocation decisions. Resource allocation prospects are reviewed on a per project basis which are identified as
either Technical Services or Support Services; these decisions cannot be made at the level of a single service line due to the
complimentary nature and interconnectivity of the service lines within a segment. Please refer to the Resource Allocation and Performance
Assessment section of our response dated January 12, 2017.

 VII. Clarify the process through which resources are allocated to individual service lines, including
the manner in which the services offered in each operating segment are considered; and,

Response:

Please
see our responses to I and VI above. The CODM makes resource allocation decisions including, among others, staffing, growth and
maintenance capital expenditures and key initiatives based on operating segments. To illustrate how the resource allocation process
is determined, see the following example:

During the
2015-2016 oil and gas industry downturn, management was forced to make a difficult decision regarding staffing levels. The CODM
made an assessment of performance and resource allocation decision at the operating segment level because the services offered
under each segment are complimentary in nature and there are cross training opportunities as discussed in our response dated January
12, 2017. As a result, RPC reduced its operational headcount by approximately 40 percent during this period, with the reduction
being concentrated in the Technical Services segment. The decision made by the CODM at the operating segment level was implemented
by the general managers at the appropriate individual service lines. This action helped reduce operating losses
during this period.

 Mr. Ethan Horowitz

Accounting Branch Chief

Page 6

 VIII. Describe the basis for determining the compensation of the individuals that report to the CODM.

Response:

The total annual
compensation of the individuals that report to the CODM is primarily comprised of the following components:

Base salary:
Base salary is established at competitive levels and increases are determined based on the recent financial performance of the
Company, the magnitude of responsibilities, the scope of the position and individual performance.

Performance-based
incentive cash compensation: Performance goals for each of the general managers and the CFO are based on the results of
their areas of responsibility, corporate, or individual performance, or a combination of one or more such measures. The
Company has established return on invested capital as the performance goal – on a consolidated basis for the CFO and by
LEG for each of its general managers. Return on invested capital (“ROIC”) is a widely used financial performance
measure that typically correlates with long term change in stockholder value. ROIC is computed as the ratio of EBITDA to
invested capital. Invested capital is generally equal to the aggregate of stockholders’ equity, accumulated
depreciation and long-term liabilities

Stock-based
incentive compensation: The Company awards restricted stock to these individuals on an annual basis. The amount awarded is
determined on a purely discretionary basis.

I trust that we have responded in sufficient
detail to address all of your comments. Please do not hesitate to contact me at (404) 321-2149 if you need further information.

Sincerely,

/s/ Ben M. Palmer

Ben M. Palmer

Vice President and Chief Financial
Officer

cc:	Ms. Wei Lu

Mail Stop 4628

February 3 , 201 7

Via E -mail
Ben M. Palmer
Chief Financial Officer
RPC, Inc.
2801 Buford Highway, Suite 520
Atlanta, Georgia 30329

Re: RPC, Inc.
Form 10 -K for Fiscal Year Ended  December 31, 201 5
Filed February 2 9, 201 6
Supplemental Response dated January 12, 2017
File No. 1 -08726

Dear Mr. Palmer :

We have reviewed  your January 12, 201 7 response to our comment letter 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 respon d.  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.
Unless we note otherwise, our references to prior comme nts are to comments in our December
15, 2016 letter .

Form 10 -K for Fiscal Year Ended December 31, 2015

Financial Statements and Supplementary Data, page 33

Notes to Consolidated Financial Statements, page 38

Note 12: Business Segment Information, page 57

1. We note your response to prior comment 1  which states that you have two operating
segments .  Please address the following in order to further clarify your response:

Ben M. Palmer
RPC, Inc.
February 3, 2017
Page 2

  Address whether you have established a segment manager for each of the operating
segments.  As part of your response, include information further describing the
responsibilities of both general managers and service line managers;

 Identify individuals other than the general managers who report directly to the chief
operat ing decision maker (“ CODM”) and describe their roles;

 Tell us more about the reporting package reviewed by the CODM on a monthly basis,
including the nature of service line level financial information included in the
reporting package.  Also tell us wheth er your board of directors reviews similar
information;

 Explain your annual budgeting process in greater detail.  Your response should
describe how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at  each step, and the level at which the CODM
makes changes to the budget;

 Describe the level of detail communicated to the CODM when actual results differ
from budgets and who is involved in meetings with the CODM to discuss budget -to-
actual variances;

 Explain the degree to which the CODM relies on input from general managers and
service line managers in making decisions with regard to operations and resource
allocation.  In addition, tell us how often your CODM meets with these individuals
and describe topics typically discussed at these meetings;

 Clarify the process through which resources are allocated to individual service lines,
including the manner in which the services offered in each operating segment are
considered; and,

 Describe the basis for determining the compensation  of the individuals that report to
the CODM.

 Refer to FASB ASC 280 -10-50-1, 50 -6, and 50 -7.

Ben M. Palmer
RPC, Inc.
February 3, 2017
Page 3

 You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or me at (202) 551 -3311
with any questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

RPC Incorporated,
2801 Buford Highway NE., Suite 520, Atlanta, GA 30329. Telephone: (404) 321-2140 Facsimile: (404) 321-5483

VIA EDGAR

January 12, 2017

Mr. Ethan Horowitz

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

    RE:
    RPC, Inc.

    Form 10-K for the Fiscal Year ended December 31, 2015

    Filed:  February 29, 2016

    Form 8-K

    Filed:  October 26, 2016

    File No.:  001-08726

    Your comment letter dated December 15, 2016

Dear Mr. Horowitz:

Thank you for your correspondence dated
December 15, 2016, consisting of comments and questions about the above referenced filings. This letter sets forth the responses
of RPC, Inc. (“RPC” or the “Company”) to your questions. In an effort to facilitate the Staff’s review,
we have repeated each of the questions in bold prior to setting forth our response thereto in the same order that they appeared
in your letter.

Form 10-K for Fiscal Year Ended December
31, 2015

Financial Statements and Supplementary
Data, page 33

Notes to Consolidated Financial Statements,
page 38

Note 12: Business Segment Information,
page 57

 1. We note that your service lines have been aggregated into two reportable segments. Describe
your application of FASB ASC 280-10-50-11 in evaluating the similarities between the financial performance of and approach to managing
the service lines within each reportable segment along with the economic and business conditions impacting their business activity
levels. As part of your response, tell us whether each of the service lines identified in your Form 10-K is deemed to be an operating
segment pursuant to FASB ASC 280-10-50-1 and describe your basis of organization.

Mr. Ethan Horowitz

Accounting Branch Chief

Page 2

RESPONSE

The Company has evaluated
the relevant provisions of FASB ASC 280-10-50 and concluded the Company has the following two operating segments:

 · Technical Services

 · Support Services

While each of the
service lines engages in business activities from which it earns revenues and incurs expenses, all performance assessments and
resource allocation decisions are made at the Technical Services and Support Services level and not at the service line level.
Therefore, service lines are not operating segments in accordance with FASB ASC 280-10-50-1 and the provisions of FASB ASC 280-10-50-11
regarding aggregation do not apply.

These conclusions
are based on the following factors:

Organization and reporting structure:

RPC is a Delaware corporation
organized as a holding company for several oilfield services companies. RPC provides a broad range of specialized oilfield services
and equipment primarily to independent and major oil and gas companies engaged in the exploration, production and development of
oil and gas properties throughout the United States, including the southwest, mid-continent, Gulf of Mexico, Rocky Mountain and
Appalachian regions, and in selected international markets.

RPC operates the following
legal entity groupings: Cudd Energy Services (“Cudd”), ThruTubing Solutions (“TTS”) and Patterson Services
(“Patterson”) (collectively, the “Legal Entity Groupings”). Selected overhead including centralized support
services and regulatory compliance are classified under Corporate. Cudd and Patterson contain multiple legal entities, primarily
as a result of acquisitions established individually for legal and tax purposes. RPC is further organized into Technical Services
and Support Services within each of the Legal Entity Groupings. Technical Services include service lines that utilize people and
equipment to perform value-added completion, production and maintenance services directly to a customer’s well. Support Services
include service lines that primarily provide equipment for customer use or services to assist customer operations. Cudd and Patterson
provide both Technical Services and Support Services and TTS provides only Technical Services. The table below depicts the significant
legal entities and service lines in each of the Legal Entity Groupings:

Mr. Ethan Horowitz

Accounting Branch Chief

Page 3

    Legal Entity Grouping
    Significant Legal Entities
    Service Lines

    Cudd Energy Services

        Cudd Pumping Services Inc.

        Cudd Pressure Control, Inc.

        International Training Services, Inc.

        Pressure Pumping

        Coiled Tubing

        Snubbing

        Nitrogen

        Wireline

        Well Control

        Integrated Water Solutions

        Tubular Services

        Consulting

        Instructor Training

        Interactive Training

    Thru Tubing Solutions
    Thru Tubing Solutions, Inc.
    Downhole Tool Services

    Patterson Services

        Patterson Services, Inc.

        Bronco Oilfield Services, Inc.

        Fishing Tools

        Fluid Pump

        Production Rental Tools

        Rental Tools

    Corporate
    RPC, Inc.
    N/A

The following depicts the service lines
within each operating segment:

    Operating Segment
    Service Lines

    Technical Services

        Pressure Pumping

        Coiled Tubing

        Snubbing

        Nitrogen

        Wireline

        Well Control

        Integrated Water Solutions

        Fishing Tools

        Fluid Pump

        Production Rental Tools

        Downhole Tool Services

    Support Services

        Rental Tools

        Tubular Services

        Consulting

        Instructor Training

        Interactive Training

Mr. Ethan Horowitz

Accounting Branch Chief

Page 4

Chief Operating Decision Maker (“CODM”):

The Company’s
CODM is its President and Chief Executive Officer (“CEO”). Each of the Legal Entity Groupings is led by a General Manager
who reports directly to the CEO (collectively the “General Managers”). The General Managers are in charge of the daily
operations for their respective Legal Entity Groupings, and maintain regular contact with the CEO to discuss operating activities,
financial results and evaluate overall performance. The General Managers are responsible for both the Technical Services and Support
Services operating activities within their Legal Entity Groupings and have service line managers reporting to them. The CEO makes
all major decisions with regard to operations and allocation of resources to Technical Services and Support Services. The CEO has
the authority to make final decisions and no employee reporting to him has the ability to override such decisions.

Operating Environment:

Technical Services:

All of the service
lines under Technical Services are high capital and personnel intensive businesses. The common drivers of operational and financial
success of these service lines include diligent equipment maintenance, strong logistical processes, and appropriately trained personnel
who function well in a team environment. In general, these service lines are subject to relevant governmental and industry regulations
and practices regarding safety, human resource management, materials handling and transportation. Technical Services has been a
high growth area for the Company with more resources allocated towards this segment. All of the service lines in this operating
segment have comparable work intensity and are performed at the customer well site with services and equipment which are priced
on a per day, per unit of measure, per man hour or similar basis. The Company considers all of these service lines to be closely
integrated oil and gas well servicing businesses, and makes resource allocation and performance assessment decisions based on this
operating segment as a whole across these various service lines. Due to the fact that many of these service lines are provided
at the same point in the well completion cycle and there are employee cross-training possibilities, the Company has from time to
time actively offered this group of services to customers as an integrated package.

Support Services:

Support Services include
all of the service lines that provide (i) equipment for customers’ use on the well site without RPC personnel and (ii) services
that are provided in support of customer operations off the well-site such as class room and computer training, and other consulting
services. The primary drivers of operational success for equipment provided for customers’ use on the well site without RPC
personnel are offering safe, high quality and in-demand equipment appropriate for the well design characteristics. The drivers
of operational success for the other Support Services relate to meeting customer needs off the well-site and competitive marketing
of such services.

Mr. Ethan Horowitz

Accounting Branch Chief

Page 5

Information Used by CODM:

The CODM reviews operating
results of the overall consolidated entity, the two operating segments as well as the Legal Entity Groupings. The reporting package
reviewed by the CODM on a monthly basis includes the following:

 · Operating results at a consolidated level consistent with financial
data reported externally to the investors and Securities and Exchange Commission

 · Operating results for the two operating segments

 · Operating results for each of the Legal Entity Groupings that constitute
the consolidated results

The monthly reporting
package provided to the CODM includes certain financial information at the service line level; however, the CODM primarily uses
and relies upon the operating segment and Legal Entity Grouping financial information. The service line financial information is
secondary because the CODM relies on the General Managers to execute his strategic directives based on his review at the Technical
Services and Support Services level. The CODM does not make resource allocation decisions based on information at the service line
level. Resource allocations cannot be made at the level of a single service line because of the ripple effects such an allocation
may cause at the other service lines.

The reporting package presented to the
board of directors on a quarterly basis contains schedules similar to the CODM monthly reporting package.

Resource allocation and performance
assessment:

The Company conducts
an extensive annual budgeting process which is used to allocate available resources to its operating segments based on return on
invested capital criteria and alignment with strategic objectives. Decisions regarding capital allocation are made based on the
operating environment and industry dynamics specific to Technical and Support Services. Operationally, the service lines within
Technical Services have a high variable cost and low fixed cost structure while the service lines within Support Services have
high fixed costs and low variable costs. Historically, the revenues across the major service lines within Technical Services have
been highly correlated. The CODM assesses performance and allocates resources based on (i) equipment, services and personnel provided
on the well-site (Technical Services) or (ii) equipment without RPC personnel on the well-site (Support Services) or (iii) services
offered off the well-site (Support Services). The CODM does not make resource allocation decisions on any individual service line
without considering all of the services offered in the specific operating segment since the service lines are closely aligned and
managed. The CODM makes all strategic resource allocation decisions at the operating segment level and relies on General Managers
to implement at the appropriate service line within the Legal Entity Grouping.

In conclusion, the operating segments of
the Company are Technical Services and Support Services and the individual service lines are not operating segments.

Mr. Ethan Horowitz

Accounting Branch Chief

Page 6

Form 8-K filed October 26, 2016

 2. The non-GAAP financial measures provided in your Form 8-K include a presentation of EBITDA per
share. Please revise as the presentation of EBITDA per share is not consistent with the guidance in question 103.02 of the Compliance
and Disclosure Interpretation regarding Non-GAAP Financial Measures.

RESPONSE

In future filings the Company will not
include EBITDA per share data.

I trust that we have responded in sufficient
detail to address all of your comments. Please do not hesitate to contact me at (404) 321-2149 if you need further information.

Sincerely,

/s/ Ben M. Palmer

Ben M. Palmer

Vice President and Chief Financial Officer

 cc: Ms. Wei Lu

CORRESP
1
filename1.htm

Atlanta Office

171 17th Street NW, Suite 2100

Atlanta, GA  30363-1031

Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

December 21, 2016

VIA EDGAR

Ms. Wei Lu

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

RE:          RPC, Inc.

Form 10-K for the Fiscal Year ended December 31, 2015

Filed:  February 29, 2016

Form 8-K

Filed:  October 26, 2016

File No.:  001-08726

Your comment letter dated December 15, 2016

Dear Ms. Lu:

With reference to your office's correspondence dated December 15, 2016, consisting of some questions about the above-referenced filing, this confirms our conversations occurring on December 20, 2016 in which I indicated that RPC, Inc. expects to file its response to those comments during the latter portion of the week of January 9, 2017.

Please contact me with any questions or comments you may have.

                                                            Very truly yours,

                                                            /s/ Stephen D. Fox

                                                            Stephen D. Fox

SDF:imlg

cc:          Mr. Ben M. Palmer (via email)

Mail Stop 4628

December 1 5, 201 6

Via E -mail
Ben M. Palmer
Chief Financial Officer
RPC, Inc.
2801 Buford Highway, Suite 520
Atlanta, Georgia 30329

Re: RPC, Inc.
Form 10 -K for Fiscal Year Ended  December 31, 201 5
Filed  February 2 9, 201 6
Form 8 -K filed October 26 , 2016
File No. 1 -08726

Dear Mr. Palmer :

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 Fiscal Year Ended  December 31, 2015

Financial Statements and Supplementary Data, page 33

Notes to Consolidated Financial Statements, page 38

Note 12: Business Segment Information, page 57

1. We note that your service lines have been aggregated into two reportable segments.
Describe your application of FASB ASC 280 -10-50-11 in evaluating the similarities
between the financial performance of and approach to managing the service lines within
each r eportable segment along with the economic and business conditions impacting their
business activity levels.  As part of your response, tell us whether each of the service

Ben M. Palmer
RPC, Inc.
December 1 5, 2016
Page 2

 lines identified in your Form 10 -K is deemed to be an operating segment pursuant to
FASB ASC 280 -10-50-1 and describe your basis of organization.

Form 8 -K filed October 26, 2016

2. The non -GAAP financial measures provided in your Form 8 -K include a presentation of
EBITDA per share.  Please revise as the presentation of EBITDA per share is n ot
consistent with the guidance in question 103.02 of the Compliance and Disclosure
Interpretation regarding Non -GAAP Financial Measures.

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 Wei Lu, Staff Accountant, at (202) 551 -3725 or me at (202) 551 -3311
with any questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

April 23 , 2013

Via E -mail
Mr. Richard A. Hubbell
President and Chief Executive Officer
RPC, Inc.
2801 Buford Highway, Suite 520
Atlanta, Georgia 30329

 Re: RPC, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 29, 2012
  File No.  1-8726

Dear Mr.  Hubbell:

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 resp ect 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 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 includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Please contact Kevin Doughe rty at (202) 551 -3271 or in his absence, Timothy S.
Levenberg  at (202) 551 -3707  with any questions.

        Sincerely,

/s/ A.N. Parker for

        H. Roger Schwall
        Assistant Director

CORRESP
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[RPC Letterhead]

VIA EDGAR

December 21, 2012

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:

RPC, Inc.

Form 10-K for Fiscal Year ended December 31, 2011

File No. 1-8726

Your comment letter dated December 12, 2012

Dear Mr. Schwall:

Below are our responses to the comments raised in the above referenced letter.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth our response thereto.

Form 10-K

Risk Factors, Page 9

Our Operations may be adversely affected if we are unable to comply with regulatory and environmental laws, page 10

1.

You disclose on page 3 that pressure pumping accounted for 55% of 2011 revenues, and that pressure pumping services included hydraulic fracturing to stimulate production.  We also note the risks you identify under the risk factor captions “Our business has potential liability. . . .”  In this risk factor, you disclose that regulations curtailing exploration and development of oil and gas fields would adversely affect your operations by limiting demand for your services, and also that you have the potential for environment liabilities.  Please add a new risk factor to disclose in necessary detail the regulatory, financial and/or operational risks posed to you by your provision of hydraulic fracturing services, including the risks posed to you by regulations that have been adopted by states in which you operate and/or by the federal government.

We will add in our 2012 10-K a new risk factor to disclose in appropriate detail the risks posed by providing hydraulic fracturing services, including the risks posed by regulations that have been adopted by federal and state regulators.  We will include the following new risk factor in our 2012 10-K subject to updated information regarding the future of such regulations:

Mr. H. Roger Schwall

December 21, 2012

Page 2

Compliance with federal and state regulations relating to hydraulic fracturing could increase our operating costs, cause operational delays, and could reduce or eliminate the demand for our pressure pumping services.

RPC’s pressure pumping services are the subject of increasing federal, state and local regulatory oversight.  This scrutiny is prompted in part by public concern regarding the potential impact on drinking and ground water and other environmental issues arising from the growing use of hydraulic fracturing.  Among these regulatory entities is the White House Council on Environmental Quality, which is coordinating a review of hydraulic fracturing practices.  In addition, a committee of the United States House of Representatives has investigated hydraulic fracturing practices and publicized information regarding the materials used in hydraulic fracturing.  The U.S. Environmental Protection Agency has also undertaken a study of the environmental impact of hydraulic fracturing practices, and is expected to issue its findings by 2014.  One of the results of this scrutiny has been to require disclosure of materials used in hydraulic fracturing on certain public lands.  We are unable to predict whether this scrutiny and any resulting regulatory change will impact our business through increased operational costs, operational delays, or a reduction in demand for hydraulic fracturing services.

The company confirms the following:

·

The company is responsible for the adequacy and accuracy of the disclosure of 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.

Mr. H. Roger Schwall

December 21, 2012

Page 3

Please direct any further comments or questions to me at (404) 321-2149.

Sincerely,

/s/ Ben M. Palmer

Ben M. Palmer

RPC, Inc.

Chief Financial Officer

cc:

Mr. Richard A. Hubbell

Mr. Stephen D. Fox

December 12, 2012

Via E -mail
Mr. Richard A. Hubbell
President and Chief Executive Officer
RPC, Inc.
2801 Buford Highway, Suite 520
Atlanta, Georgia 30329

 Re: RPC, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 29, 2012
  File No.  1-8726

Dear Mr.  Hubbell:

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 comments apply to your facts and circumstances or do not
believe an amendment is appr opriate, 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 additional comments.

Form 10 -K

Risk Factors, page 9

Our Operations may be adversely affected if we are unable to comply with regulatory and
environmental laws, page 10

1. You disclose on page 3 that pressure pumping accounted for 55% of 2011 revenues, and
that pressure pumping services include hydraulic fracturing to stimulate pro duction.  We
also note the risks you identify under the risk factor captioned “Our business has potential
liability….”  In this risk factor, you disclose that regulations curtailing exploration and
development of oil and gas fields would adversely affect y our operations by limiting
demand for your services, and also that you have the potential for environmental
liabilities.  Please add a new risk factor to disclose in necessary detail the regulatory,
financial, and/or operational risks posed to you by your provision of hydraulic fracturing

Mr. Richard A. Hubbell
RPC, Inc.
December 12, 2012
Page 2

 services, including the risks posed to you by regulations that have been adopted by states
in which you operate and/or by the federal government.

Closing 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 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 rel ating 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
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 comm ents as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 Please contact Kevin Dougherty  at (202) 551 -3271 or in his absence, Timothy S.
Levenberg  at (202) 551 -3237 with any questions.

        Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

December 22, 2011
 Via E-mail

Ben M. Palmer Vice President and CFO RPC, Inc. 2801 Buford Highway Suite 520 Atlanta, Georgia 30329
Re: RPC, Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2010 Filed March 4, 2011 File No. 1-08726

Dear Mr. Palmer:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Ethan Horowitz
Ethan Horowitz Branch Chief

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RPC Incorporated, 2801 Buford Highway NE, Ste. 520, Atlanta, GA  30329.  Telephone:  (404) 321-2140   Facsimile:  (404) 321-5483

VIA EDGAR

December  21, 2011

Mr. Ethan Horowitz

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:           RPC, Inc.

Form 10-K for Fiscal Year ended December 31, 2010

File No. 001-08726

Your comment letter dated December 6, 2011

Dear Mr. Horowitz:

Below are our responses to the comments raised in the above referenced letter.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth our response thereto.

Form 10-K for Fiscal Year Ended December 31, 2010

Exhibit 31 – Section 302 Certification

1.

We note that Section 302 certifications filed with your Form 10-K are dated March 4, 2010.  Please revise to provide currently dated Section 302 certifications.  Refer to Rule 13a-14 or Rule 15d-14(a) of the Exchange Act.

We have filed an amended Form 10-K responsive to your comment.

Exhibit 32 – Section 906 Certifications

2.

We note that the certifications furnished pursuant to Section 906 of the Sarbanes – Oxley Act make reference to your Form 10-K for the period ended December 31, 2009 (i.e., rather than the period ended December 31, 2010).  In addition, the signatures provided by your officers are dated March 4, 2010.  Please file a full amendment to your Form 10-K to address the deficiencies in these certifications.

We have filed an amended Form 10-K responsive to your comment.

The company confirms the following:

·

The company is responsible for the adequacy and accuracy of the disclosure of 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.

Please direct any further comments or questions to me at (404) 321-2149.

Sincerely,

/s/ Ben M. Palmer

Ben M. Palmer

RPC, Inc.

Chief Financial Officer

cc:       Mr. Richard A Hubbell

    Mr. Stephen D. Fox

2

December 6, 2011
 Via E-mail

Ben M. Palmer, Vice President and CFO RPC, Inc. 2801 Buford Highway Suite 520 Atlanta, Georgia 30329
Re: RPC, Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2010 Filed March 4, 2011 File No. 1-08726

Dear Mr. Palmer:
 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 Exhibit 31 – Section 302 Certifications

 1. We note that the Section 302 certifications fi led with your Form 10-K are dated March 4,
2010.  Please revise to provide currently dated Section 302 certifications.  Refer to Rule
13a-14 or Rule 15d-14(a) of the Exchange Act.
 Exhibit 32 – Section 906 Certifications

 2. We note that the certifications furnished pur suant to Section 906 of  the Sarbanes-Oxley
Act make reference to your Form 10-K for the period ended December 31, 2009 (i.e.,
rather than the period ended December 31, 2010).  In addition, the signatures provided by

Ben M. Palmer
RPC, Inc. December 6, 2011 Page 2

 your officers are dated March 4, 2010.  Please f ile a full amendment to your Form 10-K
to address the deficiencies in these certifications.  We urge all persons who are responsible for th e 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 Exchange Act rules requir e.  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 comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Sandy Eisen at  (202) 551-3864 or me at (202) 551-3311 if you have any
questions.
Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz Branch Chief

February 4, 2011

Mr. Richard A. Hubbell
President and Chief Executive Officer  RPC, Inc.  2801 Buford Highway, Suite 520  Atlanta, Georgia 30329

Re:  RPC, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 3, 2010
File No. 1-08726

Dear Mr. Hubbell:    We have completed our review of your Form  10-K and related filings and have no further
comments at this time.           S i n c e r e l y ,

Anne Nguyen Parker  Legal Branch Chief

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RPC Incorporated, 2170 Piedmont Road NE., Atlanta, GA  30324    Telephone:  (404) 321-2140    Facsimile:  (404) 321-5483

VIA EDGAR

January 11, 2011

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:          RPC, Inc.

Form 10-K for Fiscal Year ended December 31, 2009

File No. 001-08726

Your comment letter dated December 23, 2010

Dear Mr. Schwall:

Below are our responses to the comments raised in the above referenced letter.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth our response thereto.

Form 10-K for the year ended December 31, 2009

Business, page 2

1.

We note your response to comment two in our letter dated September 1, 2010.  Please disclose the information you provided us in your response, regarding the allocation of liability and related indemnification obligations set forth in your customer contracts, in your future filings.  With respect to your insurance coverage, please disclose the applicable policy limits and deductibles.  Alternatively, tell us why you believe such information need not be disclosed.

We confirm that we will disclose the information provided in our response dated September 16, 2010 regarding the allocation of liability and related indemnification obligations set forth in our customer contracts in our future filings. We believe that disclosure of information about the policy limits and deductibles for our insurance coverage in place for accidental environmental claims is not required.  Our current disclosure provides our qualitative evaluation of the scope and amount of our insurance and associated risks in maintaining that coverage and in evaluating the adequacy of such coverage.  Specific disclosure of policy limits and deductibles for that insurance coverage will not, we believe, materially aid investors in their investment decisions and is not material information.  Specifically, we do not believe there is a substantial likelihood that a reasonable investor would view this additional information as important in making an investment decision.  In that regard, we note that we have not disclosed and are not required to disclose any legal proceedings the evaluation of which is impacted by additional specific disclosures on our insurance coverage.  In addition, we are not aware of any event that creates a reasonable likelihood of a material effect on our results of operations or financial condition.  There is no independent legal requirement under Form 10-K for disclosure of this specific information.

Executive Compensation, page 60 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on March 24, 2010

2.

We note your response to comment eight in our letter dated September 1, 2010.  In particular, we note that you provided us with the company’s definition of the target corporate performance goal, return on invested capital, by a letter which was faxed to us on a supplemental basis.  You did not address why public disclosure would result in competitive harm such that the ROIC definition could be excluded from your future filings under Instruction 4 to Item 402(b) of Regulation S-K.  Please disclose the company’s ROIC definition in future filings, in addition to the related information which you agreed to disclose.

We confirm that we will disclose RPC’s ROIC definition in future filings, in addition to the related information which we agreed to disclose.

3.

We note your response to comment nine in our letter dated September 1, 2010.  Please provide us with a sample of the disclosure you intend to use, as we requested in comment five.  Your sample disclosure should discuss, for each of the four named executive officers who received restricted stock awards under your Stock Incentive Plan, the specific aspects of the individual’s performance considered by the compensation committee in its evaluation and determination of the award amount.

In future proxy filings, we will include the following disclosure under the Stock Base Incentive Plans section of the CD&A:

The amount of the aggregate stock based awards to our executive officers in any given year is influenced by the Company’s overall performance.  The amount of each grant to our executive officers is influenced in part by the Committee’s subjective assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives.  In evaluating individual performance for these purposes, the Committee considers the overall contributions of executive management as a group and the Committee’s subjective assessment of each individual’s relative contribution to that performance rather than specific aspects of each individual’s performance over a short-term period.

Please direct any further comments or questions to me at (404) 321-2149.

Sincerely,

/s/ Ben M. Palmer

Ben M. Palmer

RPC, Inc.

Chief Financial Officer

(Principal Financial and Accounting Officer).

cc:            Mr. Richard A Hubbell

     Mr. Stephen D. Fox, ARNALL GOLDEN GREGORY LLP

December 23, 2010

Mr. Richard A. Hubbell
President and Chief Executive Officer  RPC, Inc.  2801 Buford Highway, Suite 520  Atlanta, Georgia 30329

Re:  RPC, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 3, 2010
File No. 1-08726

Dear Mr. Hubbell:
We have reviewed your response letter dated September 16, 2010, and we 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2009

 Business, page 2

 1. We note your response to comment two in our  letter dated September 1, 2010.  Please
disclose the information you provided us in your response, regarding the allocation of
liability and related indemnification obligations  set forth in your customer contracts, in
your future filings.  With respect to your  insurance coverage, please disclose the
applicable policy limits and deductibles.  Alternatively, tell us why you believe such
information need not be disclosed.

Mr. Richard A. Hubbell
RPC, Inc.  December 23, 2010 Page 2  Executive Compensation, page 60 (incorporated by  reference to the Definitive Proxy Statement
on Schedule 14A filed on March 24, 2010)
 Compensation Discussion and Analysis, page 14

 2. We note your response to comment eight in  our letter dated September 1, 2010.  In
particular, we note that you provided us with the company’ s definition of the target
corporate performance goal, return on invested  capital, by a letter which was faxed to us
on a supplemental basis.  You did not addr ess why public disclosu re would result in
competitive harm such that the ROIC defi nition could be excluded from your future
filings under Instruction 4 to Item 402(b) of Regulation S-K.  Please disclose the
company’s ROIC definition in future filings, in addition to the related information which
you agreed to disclose.
 3. We note your response to comment nine in  our letter dated September 1, 2010.  Please
provide us with a sample of the disclosure you intend to use, as we  requested in comment
five.  Your sample disclosure should disc uss, for each of the four named executive
officers who received restricted stock aw ards under your Stock Incentive Plan, the
specific aspects of the i ndividual’s performance considered by the compensation
committee in its evaluation and de termination of the award amount.

We urge all persons who are responsible for th e 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 Exchange Act rules requir e.  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.
Please contact Tracey L. McNeil at (202) 551-3392, Alexandra M. Ledbetter at (202)
551-3317, or me at (202) 551-3740 with any questions.
Sincerely,    H. Roger Schwall Assistant Director

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RPC Incorporated, 2170 Piedmont Road NE., Atlanta, GA  30324    Telephone:  (404) 321-2140    Facsimile:  (404) 321-5483

VIA EDGAR

September 16, 2010

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:           RPC, Inc.

Form 10-K for Fiscal Year ended December 31, 2009

File No. 001-08726

Your comment letter dated September 1, 2010

Dear Mr. Schwall:

Below are our responses to the comments raised in the above referenced letter.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth our response thereto.

Form 10-K for the year ended December 31, 2009

Business, page 2

1.

Please clarify the extent to which your revenues derive from land-based versus offshore operations, and oil versus natural gas producing activities.

During 2009, approximately four percent of RPC’s consolidated revenues were generated from offshore operations in the U.S. Gulf of Mexico.  In addition, approximately three percent of RPC’s consolidated revenues were generated from offshore operations in the offshore territory of other countries, principally in New Zealand.   We also estimate that 33 percent of our 2009 revenues was related to drilling and production activities for oil, and 67 percent was related to drilling and production activities for natural gas.  In future filings of our Form 10-Ks, we will include this information, as appropriate.

2.

We note your risk factor disclosure on page 10 beneath the caption, “Our business has potential liability for litigation, personal injury and property damage claims assessments.”  With a view towards possible disclosure, please advise of any provisions in your contracts that might subject you to environment-related penalties or damages or that would indemnify you for such amounts.  Address both your offshore and your onshore operations.  We note that you provide services offshore of the Gulf of Mexico and that you provide hydraulic fracturing and acid treatment services.  Also, tell us whether you carry any insurance against such events and, if so, the amounts of the coverage.

RPC’s subsidiaries have a number of agreements of various types in place with our customers.  In general, these agreements indemnify RPC and its subsidiaries against damage or other liabilities caused by the actions of customers.  Also, these agreements indemnify our customers against damages or liabilities that arise from the actions of our employees or the operation of our equipment.  The provisions in these agreements do not make a distinction among the types of services that RPC provides or the location of the work.  These agreements also require that RPC maintain a certain level and type of insurance coverage against any claims that are determined to be our responsibility.  RPC has insurance coverage in place with several well-capitalized insurance companies for accidental environmental claims which provide coverage in an amount that we will supplementally provide to the staff.

We believe our disclosure in our Form 10-K appropriately summarized the risks to our business after considering the foregoing information and currently do not intend to include this additional information in our future filings.

3.

Please disclose what effect, if any the moratorium on Gulf of Mexico activities is expected to have on your strategic plans, business and results of operations.

We expect that the moratorium on drilling in the Gulf of Mexico will not have a material impact on our operations including current and future financial results.  Revenues generated from offshore operations in the Gulf of Mexico contributed approximately four percent of RPC’s consolidated revenues in 2009, and only a small percentage of those revenues are generated in the deep water in the Gulf of Mexico, which is the geographical region affected by the moratorium.  We therefore do not currently intend to include this additional information in our future Form 10-K filings.

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

4.

Please discuss more fully the expense reduction measures you undertook in 2009.

In response to the industry downturn that RPC experienced in the third and fourth quarters of 2008 and most of 2009, the Company undertook several measures which it believes reduced its operating and net losses for the 12 months ended December 31, 2009.  Primary among these measures was a reduction in employments costs, which we accomplished by headcount reductions among both field and administrative employees.  RPC also implemented salary reductions for the remainder of our employees, and reduced variable compensation where possible.  During 2009 RPC reduced its headcount by 22 percent.  This headcount reduction, along with other compensation reductions, resulted in a 22 percent decrease in total employment costs in 2009 as compared to 2008.

During 2009 RPC also reduced its capital expenditures due to the industry downturn.  While we reduced capital expenditures in order to strengthen our balance sheet and preserve cash, and because we did not believe that potential capital expenditures met our financial return criteria, this action also had the effect of reducing depreciation and interest expense.

We will revise future filings of our Form 10-K to more fully discuss these expense reduction measures implemented during 2009.

  Executive Compensation, page 60 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on March 24, 2010

5.

Please confirm in writing that you will comply with the following comments relating to your proxy in all future filings, and provide us with an example of the disclosure you intend to use in each case.  After our review of your responses, we may raise additional comments.

We will comply with the following comments relating to our proxy in all future filings beginning with the document that will be filed in 2011.  We have provided examples of the disclosures that we plan to use in response to each of the comments below, as appropriate.

  Risk Oversight by Board, page 8

6.

We note that you have not included any disclosure in response to Item 402(s) of Regulation S-K.  Please advise us of the basis for your conclusion that disclosure in response to this item is unnecessary and describe the process you undertook to reach that conclusion.

A link between excessive risk-taking and employee compensation can be created when a company adopts compensation policies that reward employees for achievement of short-term gains.  This concern arose in the wake of the collapse of the nation's financial institutions, and is reflected in the White House's 2008 Declaration of the Summit on Financial Markets and the World Economy: “Financial institutions should have clear internal incentives to promote stability, and action needs to be taken, through voluntary effort or regulatory action, to avoid compensation schemes which reward excessive short-term returns or risk-taking.”

The Company has from its inception focused its compensation policies solely on long-term gains.  The Company is a controlled company.  It was spun off from Rollins, Inc. (“Rollins”) in 1984, but remains majority owned by the same family that founded Rollins over 60 years ago.  Stability is a crucial element of all of the Company’s compensation programs.  The Company has always structured its employee compensation in a way that promotes stability.  The Company does not reward employees for short-term gains.

The Company’s proxy statement demonstrates this characteristic.  Pay for Company executives has only three components:

o

Salary,

o

Management Incentive Plan (“MIP”), and

o

Stock-based incentive plans.

For several years now, the sole criterion under the MIP has been return on invested capital (“ROIC”).  This is a widely used financial performance measure that, as stated in the proxy statement, typically correlates with long-term changes in stockholder value.

The Compensation Committee also grants restricted stock to its employees.  These shares vest over a six year period.  They are clearly designed to align the recipients’ interests with the long-term interests of shareholders.

The material risks to the Company are set forth in the risk factors disclosed in the 10-K.  As an oil service company, the Company does face a certain amount of risk.  None of these risks is materially affected one way or another by the Company's compensation policies.

The Company's Compensation Committee has always had as two of its major compensation goals stability and focusing its employees on long-term gain.

Similar to the executive officers, compensation of business unit managers is based on ROIC and they are awarded restricted stock that vest over six years.

Given the Company’s understanding of these compensation practices and policies, the Company concluded that there are no risks arising from the registrant's compensation policies and practices that are reasonably likely to have a material adverse effect on the registrant.  Accordingly, the Company concluded that no disclosure is required under Item 402(s).

  Compensation Discussion and Analysis, page 14

7.

We note your disclosure on page 14 that your compensation committee, composed of three non-management directors, held primary responsibility for determining executive compensation levels.  Please clarify whether any of your executive officers made recommendations to the committee or otherwise contributed input on their own compensation.  Refer to Item 402(b)(2)(xv) of Regulation S-K.

Under the Base Salary section of the Compensation Discussion and Analysis (CD&A), we state that “During 2009, in light of the difficult operating environment faced by the Company, the executive officers voluntarily reduced their base salary by 15 percent.”  This reduction in base salary was instituted on the recommendation of the executive officers.  In prior two years, no specific recommendation was made by the executive officers regarding their own compensation. However, the Compensation Committee may from time to time solicit input from the Chairman regarding compensation for the executive officers other than him.

In future proxy filings, we will include the following disclosure under the General Compensation Objectives and Guidelines section of the CD&A:

During the year, none of the executive officers made recommendations or otherwise contributed input on their own compensation.  However, the Compensation Committee may from time to time solicit input from the Chairman when reviewing executive compensation.

8.

We note your disclosure on page 16 that your compensation committee established corporate performance goals for 2009 under the Management Incentive Plan based on cash flow return on invested capital.  We further note you disclosure that “[f]or 2009, the target performance goal established by the Company is in excess of the comparable historical average ROIC of our peers, is in excess of the Company’s weighted average cost of capital, and is an amount which the Company believes represents outstanding financial performance.”  Please disclose this goal.  To the extent you believe that disclosure of this entity-wide goal, on an historical basis, would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation supporting your conclusion.  Refer to Item 402(b)(1)(v) and Instruction 4 to Item 402(b) of Regulation S-K.  Refer also to Question 118.04 of the Regulation S-K Compliance and Disclosure Interpretations, available on our website at:

http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm

As disclosed in the Performance-Based Incentive Cash Compensation section of the CD&A, the measure used to award cash to the executive officers is the cash flow Return on Invested Capital (ROIC).  We will supplementally provide to the staff the Company’s definition of ROIC. We further disclosed in the proxy that “the Company must achieve at least 80 percent of the target performance goal for executive officers to be eligible for any bonus award.  Bonus awards … are determined on a sliding scale between the threshold performance level and a superior performance level, which corresponds to 175 percent of the target performance goal.”  To be eligible for any cash award, ROIC to be achieved should be in the range of 16 percent to 35 percent.  For 2009, the officers did not earn a cash bonus.

In future proxy filings, we will include the following disclosure under the Performance-Based Incentive Cash Compensation section of the CD&A:

For XX year, the target performance goal established by the Company is in excess of the comparable historical average ROIC of our peers, is in excess of the Company’s weighted average cost of capital, and is an amount which the Company believes represents outstanding financial performance.  Under the Management Incentive Plan, the Company must achieve at least 80 percent of the target performance goal for executive officers to be eligible for any bonus award.  Bonus awards under the Management Incentive Plan are determined on a sliding scale between the threshold performance level and a superior performance level, which corresponds to 175 percent of the target performance goal.  To be eligible for the bonus award under the Management Incentive Plan, the ROIC must be in the range of 16 percent to 35 percent.

9.

We note your disclosure on page 17 that “[w]hen considering the grant of stock based awards, the Committee gives consideration to [your] overall performance and the performance of individual employees.”  We further note your disclosure elsewhere that the committee’s award determinations were discretionary and subjective.  For each of the four named executive officers who received restricted stock awards, please disclose the specific aspects of the individual’s performance considered by the committee in its evaluation and determination of the award amount.  Refer to Item 402(b)(2)(vii) of Regulation S-K.

As disclosed in the Stock Based Incentive Plans section of the CD&A, the Committee’s awards are purely discretionary and not based upon any specific formula. While the individual performance of the employees is considered when awarding the stock, it is not based on any specific metric or other mathematical formula.  The primary factor influencing the Committee’s discretion in determining the amount of each individual’s award was the Committee’s assessment of their respective contribution to the management of the Company’s operations and strategic plans.  We will include appropriate disclosure of the foregoing in future proxy filings.

We acknowledge 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.

Please direct any further comments or questions to me at (404) 321-2149.

Sincerely,

        /s/ Ben M. Palmer

        Ben M. Palmer

        RPC, Inc.

        Chief Financial Officer

        (Principal Financial and Accounting Officer).

        cc:    Mr. Richard A Hubbell

                 Mr. Stephen D. Fox, ARNALL GOLDEN GREGORY LLP

September 1, 2010
 Mr. Richard A. Hubbell President and Chief Executive Officer RPC, Inc. 2801 Buford Highway, Suite 520
Atlanta, Georgia  30329

Re: RPC, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 3, 2010 File No. 1-08726
 Dear Mr. Hubbell:
 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2009

Business, page 2

1. Please clarify the extent to which your reve nues derive from land- based versus offshore
operations, and oil versus na tural gas producing activities.
 2. We note your risk factor disc losure on page 10 beneath th e caption, “Our business has
potential liability for litigati on, personal injury and property damage claims assessments.”
With a view towards possible disclosure, please advise of any provisions in your
contracts that might subject you to environment-related pena lties or damages or that
would indemnify you for such amounts.  Address both your offshore and your onshore
operations.  We note that you provide services offshore of the Gulf of Mexico and that
you provide hydraulic fracturing and acid treatment services.  Also, tell us whether you
carry any insurance against such events and, if so, the amounts of the coverage.

Mr. Richard A. Hubbell RPC, Inc.
September 1, 2010 Page 2

3. Please disclose what effect, if any, the mo ratorium on Gulf of Mexico activities is
expected have on your strategic plans,  business and results of operations.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,

page 17
 4. Please discuss more fully the expens e reduction measures you undertook in 2009.
 Executive Compensation, page 60 (incorporated by reference to the Definitive Proxy Statement
on Schedule 14A filed on March 24, 2010)
 General

 5. Please confirm in writing that you will comply  with the following comments relating to
your proxy in all future filings, and provide us with an example of the disclosure you intend to use in each case.  After our review  of your responses, we  may raise additional
comments.
 Risk Oversight by Board, page 8

6. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the ba sis for your conclusion that disclosure in
response to this item is unnecessary and desc ribe the process you undertook to reach that
conclusion.

Compensation Discussion and Analysis, page 14
 7. We note your disclosure on page 14 that your compensation committee, composed of three non-management directors, held prim ary responsibility for determining executive
compensation levels.  Please clarify whether any of your executive officers made recommendations to the committee or ot herwise contributed input on their own
compensation.  Refer to Item 402(b)(2)(xv) of Regulation S-K.
8. We note your disclosure on page 16 that  your compensation committee established
corporate performance goals for 2009 under the Management Incentive Plan based on
cash flow return on invested cap ital.  We further note your di sclosure that “[f]or 2009, the
target performance goal established by the Company is in excess of the comparable
historical average ROIC of our  peers, is in excess of the Company’s weighted average
cost of capital, and is an amount which th e Company believes represents outstanding
financial performance.”  Please disclose this  goal.  To the extent you believe that
disclosure of this entity-wide goal, on an historical basis, would result in competitive
harm such that the information could be ex cluded under Instruction 4 to Item 402(b) of
Regulation S-K, please provide us with  a detailed explanation supporting your
conclusion.  Refer to Item 402(b)(1)(v) and Instruction 4 to Item 402(b) of Regulation S-

Mr. Richard A. Hubbell RPC, Inc.
September 1, 2010 Page 3

K.  Refer also to Question 118.04 of the Regulation S-K Compliance and Disclosure
Interpretations, available on our website at:
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

9. We note your disclosure on page 17 that “[w] hen considering the grant of stock based
awards, the Committee gives consideration to [your] overall performance and the
performance of individual employees.”  We further note your disclo sure elsewhere that
the committee’s award determinations were disc retionary and subjective.  For each of the
four named executive officers who received re stricted stock awards, please disclose the
specific aspects of the individual’s perfor mance considered by the committee in its
evaluation and determination of the award amount.  Refe r to Item 402(b)(2)(vii) of
Regulation S-K.

Closing Comments

We urge all persons who are responsible for th e 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 Exchange Act rules requir e.  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 comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Tracey L. McNeil at (202) 551-3392, Alexandra M. Ledbetter at (202)
551-3317, or me at (202) 551-3740 with any questions.

Sincerely,

H. Roger Schwall Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
September 8, 2008

Via U.S. Mail and Fax (404)321-5483

Mr. Ben M. Palmer
Chief Financial Officer RPC, Inc. 2801 Buford Highway, Suite 520 Atlanta, GA 30329
 Re: RPC, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 4, 2008  Form 10-Q for the Quarterly Period Ended June 30, 2008 Filed August 4, 2008
  File No. 1-08726

 Dear Mr. Palmer:    We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                      / s /  B r a d  S k i n n e r                   B r a d  S k i n n e r          Senior Assistant Chief Accountant

CORRESP
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    rpccorr90508.htm

RPC
Incorporated, 2170 Piedmont Road NE., Atlanta,
GA  30324    Telephone:  (404)
321-2140    Facsimile:  (404)
321-5483

    VIA
EDGAR

    September
5, 2008

    Mr. Brad
Skinner

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC 20549-7010

              RE:

              RPC,
      Inc.

              Form
      10-K for the Fiscal Year ended December 31, 2007

              Filed
      March 4, 2008

              Form
      10-Q for the Quarterly Period ended March 31, 2008

              Filed
      May 1, 2008

              Response
      letter Dated August 4, 2008

              File
      No. 001-08726

              Your
      comment letter dated August 22, 2008

    Dear Mr.
Skinner:

    Below is
our response to your comment raised in the above referenced letter.

    Form 10-K for the fiscal
year ended December 31, 2007

    Note 1. Significant
Accounting Policies

    Revenue, page
38

              1.

              We
      note your response to our prior comment 1.  Tell us if your
      specialized equipment rental comprises 10% or more of your
      revenue.  If so, explain why you believe your current
      presentation complies with Rule 5-03(b)(1)(c) of Regulation S-X which
      requires separate disclosure of income from rentals if income derived from
      that category is more than 10% of total
income.

    RESPONSE

    Our
specialized equipment rental service can be segregated into two
components:  (1) charges for customer usage, without our direct
involvement, of our owned equipment and (2) ancillary services including but not
limited to pipe inspection, cleaning, preparing, transporting, repairs and
maintenance in accordance with the rigorous safety and performance standards
mandated by the industry.  Total revenues from specialized equipment
rental service have ranged from 10% to 13% of our consolidated revenues in each
of the three years ended December 31, 2007.  However, revenues from
component (1) have never been greater than 10% of our consolidated
revenues.  Consistent with our peers in the industry, we consider
ourselves to be in the oilfield services business and believe that substantially
all of our revenues are derived from services.  For that reason, after
considering Rule 5-03 of Regulation S-X, we concluded that presentation of
single line items for “Revenues” and “Cost of revenues” is
appropriate.

    Please do
not hesitate to contact me at (404) 321-2149 if you need further
information.

    Sincerely,

    /s/ Ben M.
Palmer

    Ben M.
Palmer

    Vice
President and Chief Financial Officer

    cc:   Mr.
Bob Carroll

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
       August 22, 2008

Mr. Ben M. Palmer
Chief Financial Officer RPC, Inc. 2801 Buford Highway, Suite 520 Atlanta, GA  30329
 Re: RPC, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed March 14, 2008
  Form 10-Q for Fiscal Quarter Ended March 31, 2008
Filed May 1, 2008 Response Letter Dated August 4, 2008 File No. 1-08726

 Dear Mr. Palmer:
We have reviewed your response letter and have the following comments.  We
have limited our review of your filing to those issues we have addressed in our comments.  Please provide a written response to our comments.  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.
Form 10-K for the fiscal year ended December 31, 2007

Note 1. Significant Accounting Policies

Revenue, page 38

1. We note your response to our prior comment 1.  Tell us if your specialized
equipment rental service comprises 10% or more of your revenue.  If so, explain why you believe your current presentation complies with Rule 5-03(b)(1)(c) of Regulation S-X, which requires separate disclosure of income from rentals if income derived from that category is more than 10% of total income.

Mr. Ben M. Palmer
RPC, Inc. August 22, 2008 Page 2

Closing Comments

Please respond to these comments 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 information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   You may contact Bob Carroll at (202) 551-3362 or me at (202) 551-3489 if you have questions regarding comments on the financial statements and related matters.           S i n c e r e l y ,            B r a d  S k i n n e r         Senior Associate Chief Accountant

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    rpcrespltr80108.htm

    RPC
Incorporated, 2170 Piedmont Road NE., Atlanta,
GA  30324    Telephone:  (404)
321-2140    Facsimile:  (404)
321-5483

    VIA
EDGAR

    August 4,
2008

    Mr. Brad
Skinner

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC 20549-7010

              RE:

              RPC,
      Inc.

              Form
      10-K for the Fiscal Year ended December 31, 2007

              Filed
      March 4, 2008

              Form
      10-Q for the Quarterly Period ended March 31, 2008

              Filed
      May 1, 2008

              File
      No. 001-08726

              Your
      comment letter dated July 22, 2008

    Dear Mr.
Skinner:

    Below is
our response to your comment raised in the above referenced letter.

    Form 10-K for the fiscal
year ended December 31, 2007

    Note 1. Significant
Accounting Policies

    Revenue, page
38

              1.

              We
      note disclosure indicating that your revenues are generated from services,
      equipment rentals and product sales.  We also note Revenues and
      Costs of services rendered and good sold are presented as single line
      items on your Consolidated Statement of Operations.  Tell us how
      you considered Rule 5-03 of Regulation S-X and how you concluded the
      current presentation on your Consolidated Statement of Operations is
      appropriate.

    RESPONSE

    We
primarily provide services and equipment to customers for various oilfield
related applications.

    Equipment
rental is a standard oilfield industry term and is highly service intensive and
for a short duration.  Equipment rental is comprised of the
following:

              ·

              equipment
      that we own and that we use as required to perform our services directly
      to a customer’s oil and gas well.  We bill the customer for the
      equipment usage required to perform our
service.

             Page
    2

               August 4,
      2008

              ·

              equipment
      that we own and make available for a customer’s use based on the
      customer’s needs.  This is a specialized equipment rental
      service that requires adherence to rigorous industry specific and customer
      standards related to the equipment including inspection, cleaning,
      preparing, transporting and maintenance. The industry standards are
      promulgated by the American Petroleum Institute and the customer standards
      vary based on their job specifications.  In addition, we provide
      customers with engineering consultation services related to the equipment
      regarding appropriate pressure rating, length, diameter, capacity and
      other critical configurations to meet their operational
      requirements.  Sometimes we obtain equipment from third parties
      to supplement customer needs and service requirements to complete the
      array of equipment needed on the particular job.  We provide
      this service to our customers allowing them to reliably use a variety of
      specialized equipment that are compliant and enable them to safely and
      effectively drill, complete and maintain their oil and gas
      wells.

    The
Company generates a minimal amount of revenue from product sales that are
assembled and sold to customers.   Revenues from these product
sales have always been less than 10 percent of our consolidated revenues and
have been steadily declining in recent years, primarily because of the high
growth rates in our service business.  Therefore we have concluded
that the current presentation of a single “Revenues” line in our Consolidated
Statement of Operations is appropriate and consistent with current industry
practices.

    In future
filings beginning with the quarterly report for the third quarter of 2008, we
will make the following changes.   We will alter the consolidated
Statements of Operations as follows:

              ·

              “Cost of services rendered and
      goods  sold” to “Cost of
      revenues”

    We will
also modify the disclosure on our revenue recognition policy footnote to read as
follows:

    “Revenues

    RPC’s
revenues are generated principally from providing services and the related
equipment.  Revenues are recognized when the services are rendered and
collectibility is reasonably assured.  Revenues from services and
equipment are based on fixed or determinable priced purchase orders or contracts
with the customer and do not include the right of return.  Rates for
services and equipment are priced on a per day, per unit of measure, per man
hour or similar basis.  Sales tax charged to customers is presented on
a net basis within the consolidated statement of operations and excluded from
revenues.”

    The
Company acknowledges the following:

              ·

              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.

    I trust
that we have responded in sufficient detail to all of your
comments.  Please do not hesitate to contact me at (404) 321 2149 if
you need further information.

    Sincerely,

    /s/ Ben M. Palmer

    Ben M.
Palmer

    Vice
President and Chief Financial Officer

    cc:   Mr.
Bob Carroll

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 22, 2008

Via U.S. Mail and Fax (404)321-5483

Mr. Ben M. Palmer
Chief Financial Officer RPC, Inc. 2801 Buford Highway, Suite 520 Atlanta, GA 30329
 Re: RPC, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 4, 2008  Form 10-Q for the Quarterly Period Ended March 31, 2008 Filed May 1, 2008
  File No. 1-08726

 Dear Mr. Palmer:
We have reviewed your Form 10-K for the Fiscal Year Ended December 31, 2007
and have the following comment. We have limited our review of your filing to those issues we have addressed in our comment. Where indicated, we think you should revise
your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.     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.

Mr. Ben M. Palmer
RPC, Inc.
July 22, 2008 Page 2

Form 10-K for the fiscal year ended December 31, 2007
 Note 1. Significant Accounting Policies

 Revenue, page 38

 1. We note disclosure indicating that your revenues are generated from services,
equipment rentals and product sales.  We also note Revenues and Costs of services rendered and goods sold are presented as single line items on your Consolidated Statement of Operations.  Tell us how you considered Rule 5-03 of Regulation S-X and how you concluded the current presentation on your Consolidated Statement of Operations is appropriate.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  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 Exchange Act of 1934 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.     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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Mr. Ben M. Palmer
RPC, Inc.
July 22, 2008 Page 3

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Bob Carroll at (202) 551-3362, or me at (202) 551-3489 if you have questions regarding comments on the financial statements and related matters.              S i n c e r e l y ,                   / s /  B r a d  S k i n n e r             B r a d  S k i n n e r         Senior Assistant Chief Accountant

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        October 30, 2006

Mr. Ben M. Palmer
Vice President and Chief Financial Officer
RPC, Inc.
2170 Piedmont Road, NE
Atlanta, GA  30324

 Re: RPC, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 113, 2006
  File No. 001-08726

Dear Mr. Palmer:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

cc:  Mr. Ryan Milne

CORRESP
1
filename1.htm

      Response Letter

RPC
      Incorporated, 2170 Piedmont Road NE., Atlanta, GA
      30324       Telephone: (404)
      321-2140         Facsimile: (404)
      321-5483

    VIA
      EDGAR

    October
      5, 2006

    Ms.
      April
      Sifford

    Branch
      Chief

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549-7010

              RE:

              RPC,
                Inc.

              Form
                10-K for the Fiscal Year ended December 31, 2005

              Filed
                March 13, 2006

              File
                No. 001-08726

              Your
                comment letter dated September 21, 2006

    Dear
      Ms.
      Sifford:

    Below
      is our
      response to your comments raised in the above referenced letter.

    Form
      10-K for the year ended December 31, 2005

    Management’s
      Discussion and Analysis ……, page 16

    Results
      of operations, page 18

            1.

              We
                note that you did not report your gains on disposition of assets
                within
                your reportable segments. Please expand your discussion and analysis
                and
                your financial statements footnotes to explain why you have not allocated
                the gains on disposition of assets, net, to your business segments.
                Refer
                to SFAS 131 paragraph 31.

    RESPONSE

    The
      gains
      or losses on disposition of assets are considered non-recurring and do not
      exhibit the same patterns or variances as other factors affecting segment
      results. Therefore, our chief decision maker reviews segment results primarily
      without the effect of disposition activities and considers the gains or losses
      on disposition of assets on a consolidated basis instead of at the segment
      level.

    In
      future
      filings beginning with the quarterly report for the third quarter of 2006,
      we
      will include, where appropriate, the disclosure that the net gains or losses
      on
      disposition of assets are reviewed by our chief decision maker on a consolidated
      basis. We will also more clearly identify, as appropriate, the segment affected
      by the gains or losses on disposition of assets in the “Results of Operations”
portion of Management’s Discussion and Analysis.

      l
        Page 2                                                              October
        5, 2006

    Consolidated
      Financial Statements

    Note
      1: Significant Accounting Policies, page 34

    Revenues,
      page 34

            2.

              Please
                expand your revenue recognition policy footnote to more fully describe
                when and how you recognize service revenue. In this regard, describe
                whether you recognize service revenue upon completion of service
                or over a
                service period. If you recognize revenue over a service period, then
                disclose how you measure revenue during a period (e.g., progress
                toward
                completion, proportional performance, or separate milestones). Disclose
                whether your contracts have multiple elements, and if so, explain
                how you
                allocate revenue among the elements, as appropriate. Refer to Section
                II.F.3. of our “Current Accounting and Disclosure Issues in the Division
                of Corporation Finance,” which may be found at http://www.sec.gov/divisions/corpfin/acctdis120105.pdf
                for
                additional guidance.

    RESPONSE

    Our
      equipment rental and service revenues are recognized daily based on
      pre-determined rates and therefore do not require allocation among multiple
      elements for revenue recognition purposes. In future filings beginning with
      the
      quarterly report for the third quarter of 2006, we will expand our revenue
      recognition policy footnote to read as follows, in accordance with Section
      II.F.3 of the Commission’s “Current Accounting and Disclosure Issues in the
      Division of Corporation Finance” referenced in your letter.

    “Revenues

    RPC’s
      revenues are generated from product sales, equipment rentals and services.
      Revenues from product sales, equipment rentals and services are based on fixed
      or determinable priced purchase orders or contracts with the customer and do
      not
      include the right of return. The Company recognizes revenue from product sales
      when title passes to the customer, the customer assumes risks and rewards of
      ownership, and collectibility is reasonably assured. Equipment rental and
      service revenues are recognized when the services are rendered and
      collectibility is reasonably assured. Rates for rentals and services are priced
      on a per day, per unit of measure, per man hour or similar
      basis.”

            3.

              We
                note that you sold certain assets of your hammer, casing, laydown
                and
                casing torque-turn service lines that were previously reported in
                the
                Technical Services segment and were closely integrated with the operations
                of other service lines. Please clarify whether you have transactions
                between reportable segments, and if so, disclose the basis of accounting
                for any such transactions and any inter-segment revenues that you
                have
                recorded.

    RESPONSE

    The
      inter-segment revenues are generally recorded in segment operating results
      at
      prices that management believes approximate arm’s length transactions and are
      not material to operating results. In future filings starting with the quarterly
      report for the third quarter of 2006, we will include the following disclosure
      regarding inter-segment revenues:

    “Inter-segment
      revenues are generally recorded in segment operating results at prices that
      management believes approximate prices for arm’s length transactions and are not
      material to operating results.”

      l
        Page 3                                                              October
        5, 2006

    Certifications,
      Exhibit 31

            4.

              Please
                conform the language in your certification to that found in Item
                601(B)(31) of Regulation S-K. In this regard, remove the titles from
                the
                first line.

    RESPONSE

    We
      note
      that Item 601(b)(31) of Regulation S-K instructs registrants to complete the
      space in question of the Section 302 certification to “identify the certifying
      individual.” We believe that the inclusion of the title of the certifying
      individual in addition to the name of the certifying individual is responsive
      to
      the instructions. In addition, deletion of the title does not constitute a
      material modification of the filing. In
      future
      filings beginning with quarterly
      report for the
      third
      quarter of 2006, we will
      revise
      the
      language in our certification to remove
      the titles from the first line.

    The
      Company acknowledges the following:

            ·

              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.

    I
      trust
      that we have responded in sufficient detail to all of your comments. Please
      do
      not hesitate to contact me at (404) 321 2149 if you need further
      information.

    Sincerely,

    /s/
      Ben
      M. Palmer

    Ben
      M.
      Palmer

    Vice
      President and Chief Financial Officer

    cc:
      Mr. Ryan Milne

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        September 21, 2006

Mr. Ben M. Palmer
Vice President, Chief Financial Officer, and Treasurer
RPC, Inc.
2170 Piedmont Road, NE
Atlanta, GA  30324

 Re: RPC, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 113, 2006
  File No. 001-08726

Dear Mr. Palmer:

We have reviewed your Form 10-K for the Fiscal Year Ended December 31, 2005
and have the following comments.  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.

Mr. Ben M. Palmer
RPC, Inc.
September 21, 2006 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2005

Management’s Discussion and Analysis…, page 16

Results of Operations, page 18

1. We note that you did not report your gains on disposition of assets within your reportable segments.  Please expand your discussion and analysis and your financial statements footnotes to explain why you have not allocated the gains on disposition of assets, net, to your business segments.  Refer to SFAS 131 paragraph 31.

Consolidated Financial Statements

Note 1:  Significant Accounting Policies, page 34

Revenues, page 34

2. Please expand your revenue recognition policy footnote to more fully describe when and how you recognize service revenue.  In this regard, describe whether you recognize service revenue upon completion of service or over a service period.  If you recognize revenue over a service period, then disclose how you measure revenue during a period (e.g., progress toward completion, proportional performance, or separate milestones).  Disclose whether your contracts have multiple elements, and if so, explain how you allocate revenue among the elements, as appropriate.  Refer to Section II.F.3. of our “Current Accounting and Disclosure Issues in the Division of Corporation Finance,” which may be found at http://www.sec.gov/divisions/corpfin/acct dis120105.pdf for additional guidance.

3. We note that you sold certain assets of your hammer, casing, laydown and casing torque-turn service lines that were previously reported in the Technical Services segment and were closely integrated with the operations of other service lines.  Please clarify whether you have transactions between reportable segments, and if so, disclose the basis of accounting for any such transactions and any inter-segment revenues that you have recorded.

Certifications, Exhibit 31

4. Please conform the language in your certification to that found in Item 601(B)(31) of Regulation S-K.  In this regard, remove the titles from the first line.

Mr. Ben M. Palmer
RPC, Inc.
September 21, 2006 Page 3

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  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 Exchange Act of 1934 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.

 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 comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Ben M. Palmer
RPC, Inc.
September 21, 2006 Page 4

 You may contact Ryan Milne at (202) 551-3688, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.”

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

cc:  Mr. Ryan Milne