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 Document TETRA TECHNOLOGIES, INC. 24955 Interstate 45 North The Woodlands, TX 77380 (281) 367-1983 May 20, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TETRA Technologies, Inc. Registration Statement on Form S-3 (File No. 333-287210) Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, TETRA Technologies, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-287210) (the “ Registration Statement ”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on May 22, 2025, or as soon as practicable thereafter. Very truly yours TETRA Technologies, Inc. By: /s/ Alicia P. Boston Alicia P. Boston General Counsel and Chief Compliance Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Alicia P. Boston
General Counsel and Chief Compliance Officer
TETRA TECHNOLOGIES INC
24955 Interstate 45 North
The Woodlands, Texas 77380

 Re: TETRA TECHNOLOGIES INC
 Registration Statement on Form S-3
 Filed May 12, 2025
 File No. 333-287210
Dear Alicia P. Boston:

 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 Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Alexandra M. Lewis
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 22, 2023
Elijio V. Serrano
Chief Financial Officer
TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas 77380
Re:TETRA Technologies, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 27, 2023
File No. 001-13455
Dear Elijio V. Serrano:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, TX 77380

281.367.1983

May 25, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:    Kim Yong Robert Babula

Re:       TETRA Technologies, Inc.

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

Filed February 27, 2023

File No. 001-13455

Ladies and Gentlemen:

TETRA Technologies, Inc. (“TETRA,” the “Company,” “we,” “us” or “our”) submits this response to comments from the Securities and Exchange Commission (the “Commission”) dated May 11, 2023 relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) filed on February 27, 2023 (File No. 001-13455).

We have recited the comments from the Commission in italicized, bold type and have followed each comment with the Company’s response. All references to page numbers and captions correspond to the Form 10-K unless otherwise specified.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 32

1. We note that you proposed disclosure in response to prior comment 3 stating that you exclude exploration and development costs and long-term incentive expense from Adjusted EBITDA because such costs “do not relate” to your current business operations or are considered to be “outside of normal operations,” although you do not explain how the associated costs, which appear related to pursuing business strategy and compensating employees, would be properly characterized in this manner.

As described, and noting corresponding additional charges in your recent interim report, the costs appear to be normal and recurring. As such, adjustments to exclude these costs appear to be inconsistent with your description of the measure and stated rationale for presenting the measure. Under these circumstances, it appears that you should revise to remove the adjustments in computing your non-GAAP measure.

However, if you are able to address the concerns outlined in the answer to Question 100.01 of our Non-GAAP C&DI’s with substantive details, and clarify how the costs are isolated from your

Securities and Exchange Commission

May 25, 2023

Page 2

principal business operations and unrelated to your business strategy and revenue generating activities, we will further consider your position. For example, describe the intent and purpose of the incentive awards, the criteria governing vesting over the three-year period in which they are earned, and explain how you determined that the awards do not incentivize employees to remain with or advance the interests of the company, if this is your view.

RESPONSE:

Exploration and Development Costs

We respectfully advise the Staff that we currently produce chemical products and provide services. We are not a mineral development or production company. We procure all our key raw materials from third parties to manufacture the products that we sell to our customers. As noted in our Form 10-K “we are an industrial and oil and gas products and services company operating on six continents, focused on bromine-based completion fluids, calcium chloride, water management solutions, frac flowback and production well testing services. Calcium chloride is used in the oil and gas industry, and also has broad industrial applications to the agricultural, road, food and beverage and lithium production markets. We are composed of two segments – Completion Fluids & Products Division and Water & Flowback Services Division.”  We are currently in the process of evaluating whether to also become a mineral development and production company. To that end, we have invested time, resources and capital over an approximately 12-month period to perform an exploration and development assessment to determine if our business model should be expanded to potentially include the exploration and development of bromine for end uses such as long-duration battery storage and of lithium for electric vehicles (“EV”) batteries.  In the 41+ year history of the Company, TETRA has not expended any material efforts or funds to determine if we should develop minerals to expand our business model to supply the long-duration battery storage market or to supply the EV market.

The costs that we are incurring that are outside our normal course of business include exploratory drilling and associated engineering studies. The concern outlined in the answer to Question 100.01 of the Commission’s Non-GAAP C&DI’s is that “presenting a non-GAAP performance measure that excludes normal, recurring cash operating expenses necessary to operate a registrant’s business is one example of a measure that could be misleading. When evaluating what is a normal, operating expense, the staff considers the nature and effect of the non-GAAP adjustment and how it relates to the company’s operations, revenue generating activities, business strategy, industry, and regulatory environment.”

The Company does not consider this concern to be applicable to its exclusion of “Exploration and pre-development costs” from Adjusted EBITDA because the Company is not a mineral development company and has no mineral production or related revenue. Therefore, these are not normal, recurring cash operating expenses necessary to run our current business for our two existing business segments. In addition, mineral development and production is not a current strategy; rather, these expenditures are being made to explore whether this will be a strategy that the Company will pursue in the future. Although these expenditures are ongoing across several quarters, they are isolated from existing principal business operations and revenue generating activities. Please note that in our press releases we clearly note the magnitude of such costs that are being incurred and are being excluded from Adjusted EBITDA so the readers of our press releases and financial statements are fully aware of such costs and can take them into consideration when evaluating the Company. Please further note that when computing Cash Flow from Operations and Free Cash Flow, such amounts are not excluded.

After our evaluation is complete, if the Company adopts a new strategy and moves forward with a bromine and/or lithium development, it would result in significant new operations and revenue generating activity for the Company. From that time forward, associated expenditures would no longer be excluded from Adjusted EBITDA. However, at present, it would be misleading to include these expenditures in Adjusted EBITDA as this could incorrectly skew the reader’s interpretation of operational results for existing principal business operations, strategy, and revenue-generating activities.

Securities and Exchange Commission

May 25, 2023

Page 3

Long-Term Incentive Expense

As noted in the Company’s April 12, 2023 response, “Adjustments to long-term incentives” represent cumulative adjustments to valuation of long-term cash incentive compensation awards that are related to prior years. Our long-term incentives are earned over a three-year period and the costs are recorded in each of the respective years during the three-year period they are earned. The cumulative accrued liability for each award at the end of every reporting period is driven by the Company’s stock price performance (either absolute or relative to a peer group). The intent and purpose of the long-term cash incentive awards is to encourage employees to create long-term value for stockholders. The long-term cash incentive awards either vest on a three-year cliff vest basis or a ratable annual basis over three years, but in either case the ultimate payout amounts are calculated relative to criteria that were established in the year of award (including stock price performance and other performance targets). While some normal variability in the costs recognized for this type of long-term incentive is expected in any given reporting period, the first quarter of 2021 was a highly anomalous period during which the Company’s volume-weighted average stock price (“VWAP”) for the previous 20 days increased from $0.85 on December 31, 2020 to $2.74 by March 31, 2021. A portion of this significant variability in our stock price was caused by the COVID-19 pandemic in 2020 and its impact on our and other companies’ stock prices in 2020, 2021 and 2022. This period and the resultant significant impact on our stock price and our stock price relative to our peers is an anomaly we have not experienced at any other time.  This in turn resulted in recognition of an abnormally large revaluation of the liability for the 2019 and 2020 cash incentive compensation awards in the first quarter of 2021 and further resulted in an abnormally large revaluation of the 2021 cash incentive compensation award during 2022. Revaluation of prior year awards had an ongoing impact from the first quarter of 2021, but the impact will cease after the 2021 awards fully vest in the first quarter of 2024. The Company does not plan to exclude amounts related to the revaluation of prior year long-term cash incentive awards in future periods.

Because the magnitude of the effect was caused by a period of unprecedented volatility, the Company determined this impact to be outside of normal operations, not reflective of our current year operating results, and accordingly we excluded the impact from Adjusted EBITDA only for the amounts that applied to awards from prior years. Regarding the concern outlined in the answer to Question 100.01 of the Commission’s Non-GAAP C&DI’s, it should be noted that the cost of long-term incentives was not excluded from Adjusted EBITDA – only the effect of the cumulative revaluation of prior year awards was excluded in order to highlight the unusual nature and help investors to better understand current operational results.

*          *          *          *

Should you have any questions or comments, please do not hesitate to contact me at (281) 367-1983.

Very truly yours,

 /s/ Elijio V. Serrano

 Elijio V. Serrano

 Senior Vice President and Chief Financial Officer

CC:    Alicia Boston, General Counsel TETRA Technologies, Inc.

Jeff Deatsman, Grant Thornton LLP

David Oelman, Vinson & Elkins LLP

United States securities and exchange commission logo
May 11, 2023
Elijio V. Serrano
Chief Financial Officer
TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas 77380
Re:TETRA Technologies, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 27, 2023
File No. 001-13455
Dear Elijio V. Serrano:
            We have reviewed your April 12, 2023 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 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 29, 2023 letter.
Form 10-K for the Fiscal Year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 32
1.We note that you proposed disclosure in response to prior comment 3 stating that you
exclude exploration and development costs and long-term incentive expense from
Adjusted EBITDA because such costs “do not relate” to your current business
operations or are considered to be “outside of normal operations,” although you do not
explain how the associated costs, which appear related to pursuing business strategy and
compensating employees, would be properly characterized in this manner.

As described, and noting corresponding additional charges in your recent interim report,
the costs appear to be normal and recurring.  As such, adjustments to exclude these costs

 FirstName LastNameElijio V. Serrano
 Comapany NameTETRA Technologies, Inc.
 May 11, 2023 Page 2
 FirstName LastName
Elijio V. Serrano
TETRA Technologies, Inc.
May 11, 2023
Page 2
appear to be inconsistent with your description of the measure and stated rationale for
presenting the measure. Under these circumstances, it appears that you should revise to
remove the adjustments in computing your non-GAAP measure.

However, if you are able to address the concerns outlined in the answer to Question
100.01 of our Non-GAAP C&DI's with substantive details, and clarify how the costs are
isolated from your principal business operations and unrelated to your business strategy
and revenue generating activities, we will further consider your position.

For example, describe the intent and purpose of the incentive awards, the criteria
governing vesting over the three-year period in which they are earned, and explain how
you determined that the awards do not incentivize employees to remain with or advance
the interests of the company, if this is your view.
            You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Robert Babula, Staff
Accountant, at 202-551-3339 with any questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, TX 77380

281.367.1983

April 12, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C.  20549-3561

Attention:    Kim Yong and Robert Babula

Re:           TETRA Technologies, Inc.

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

Filed February 27, 2023

File No. 001-13455

Ladies and Gentlemen:

TETRA Technologies, Inc. (“TETRA” or the “Company”) submits this response to comments from the Securities and Exchange Commission (the “Commission”) dated March 29, 2023 relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) filed on February 27, 2023 (File No.001-13455).

We have recited the comments from the Commission in italicized, bold type and have followed each comment with the Company’s response. All references to page numbers and captions correspond to the Form 10-K unless otherwise specified.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 28

1.We note that you have presented segment activity in three tabulations on pages 30 and 31 which include segment measures "Income before taxes," "Income (loss) before taxes," and "Loss before taxes." However, the amounts corresponding to these captions appear to be identified as "Income (loss) before taxes and discontinued operations" on page F-35. Please revise to resolve or address this apparent inconsistency.

RESPONSE: The Company notes the discrepancy in including “and discontinued operations” in the captions for segment income (loss) before taxes and discontinued operations when this information is presented in consolidated financial disclosures compared to how it is identified in the individual segment

Securities and Exchange Commission

April 12, 2023

Page 2

comparisons. The corresponding caption on our Consolidated Statements of Operations presented according to GAAP on page F-5 is “Income (loss) before taxes and discontinued operations”, which is consistent with our presentation of segment information in Note 17 on page F-35. Please note our Completion Fluids & Products Division had income before taxes and discontinued operations for both periods presented, our Water & Flowback Services Division had income for the year ended December 31, 2022 and a loss for the year ended December 31, 2021 and our Corporate Overhead had a loss for both periods presented. In each case, the caption should have contained “and discontinued operations” at the end. In future segment results of operations discussion, we will use the captions “Income (loss) before taxes and discontinued operations,” “Income before taxes and discontinued operations” or “Loss before taxes and discontinued operations,” depending on whether income or losses are presented for each segment and period. We did not have income (loss) from discontinued operations within our Completion Fluids & Products Division or Water & Flowback Services Division for any of the periods presented. Accordingly, we will make these caption changes to the results of operations discussion prospectively in future filings.

Non-GAAP Financial Measures, page 32

2.We note that you provide two tabulations on page 33 having compound reconciliations that include the non-GAAP measure “Adjusted income (loss) before taxes and discontinued operations” as an intermediate measure from which you then reconcile to the non-GAAP measure Adjusted EBITDA. However, you do not identify the intermediate measure in your descriptions of non-GAAP measures or provide the disclosure prescribed by Item 10(e)(1)(i)(C) of Regulation S-K. If you wish to retain the measure, please address this requirement in your periodic filings and provide similar clarification in your earnings releases. Please also address the inconsistency in compiling the intermediate annual measure in comparing Schedule F and Schedule I of your earnings release covering the last quarter of 2022.

RESPONSE: The Company’s reconciliation of the non-GAAP measure “Adjusted EBITDA” on page 33 of the Form 10-K and Schedule F to our earnings release has historically included an intermediate measure of “Adjusted income (loss) before taxes and discontinued operations”. This intermediate measure is not necessary and will not be presented in future filings and earnings releases. Instead, the tables will reconcile directly from “Net Income (loss) before taxes and discontinued operations” to “Adjusted EBITDA.” In future earnings releases, we will also remove the intermediate measure “Adjusted income (loss) before taxes and discontinued operations” from Schedule I and replace it with Adjusted EBITDA from Schedule F, then present the incremental adjustments to “Debt covenant Adjusted EBITDA.”

Regarding the inconsistency in compiling the intermediate annual measure, this was due to the intermediate measure having been erroneously adjusted on Schedule I by $213,000 for the Three Months Ended September 30, 2022 related to “Provision for (recovery) of doubtful accounts”. This amount was offset within the item captioned “Other debt covenant adjustments”, which appears lower down in the reconciliation such that the total “Debt covenant adjusted EBITDA” amount was correct. In addition, whereas both Schedule F and the table on page 33 of the Form 10-K condense the line item “Former CEO stock appreciation right expense” into the caption “Adjustment to long term incentives” for the year ended December 31, 2022, Schedule I shows two separate line items for “Former CEO stock appreciation right expense” and “Adjustment to long term incentives”, with the total intermediate measure being the same (other than as noted above). The Company has further considered the character and cash flow implications of each item and in future filings and press releases plans to present them separately given that “Adjustments to long term incentives” relates to a cash expense, while “Former CEO stock appreciation right expense” is a non-cash item.

3.We note that you provide a description of the non-GAAP measure "Adjusted income (loss) from continuing operations" in your earnings release for the last quarter of 2022, which

Securities and Exchange Commission

April 12, 2023

Page 3

includes some of the same adjustments as reflected in your compilation of "Adjusted income (loss) before taxes and discontinued operations," and is accompanied by disclosure stating that the measure is used "...to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations." With regard to Adjusted EBITDA, we also note disclosure stating that this measure is used to assess the financial performance of your assets, "...without regard to financing methods, capital structure or historical cost basis" and to assess your "...ability to incur and service debt and fund capital expenditures." Please expand your disclosures to clarify how your statements describing the utility of these measures would encompass the adjustments for "Exploration and pre-development costs," "Adjustments to long-term incentives," and "Equity-based compensation expense," which are all depicted in compiling the non-GAAP measures in your annual report, and to more clearly explain your rationale for each adjustment. We believe that your disclosures should convey the nature of each adjustment sufficiently to understand its character and cash flow implications, including how it relates to your operations or deemed to be unrelated to your operations, to address the concerns outlined in the answer to Question 100.01 of our Non-GAAP C&DIs.

RESPONSE: In the Company’s earnings releases, several non-GAAP measures are presented, defined, and reconciled, however “Adjusted EBITDA” is viewed as one of our primary management tools and it is therefore also included within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s quarterly and annual reports to help investors see the Company’s results through the eyes of management and also as presented to our Board of Directors.

As noted in the Commission’s comment, the definition of “Adjusted EBITDA” in the earnings release essentially follows on from the definition of “Adjusted income (loss) from continuing operations” with the reconciling items between the two measures being interest, depreciation and amortization, and equity-based compensation expense. To ensure that the definition of “Adjusted EBITDA” is clear and can operate on a standalone basis without reference to other non-GAAP measures that are not included in quarterly or annual reports, we propose to expand the definition of “Adjusted EBITDA” in the Company’s future earnings releases and quarterly and annual reports as follows:

“Adjusted EBITDA is defined as the Company’s Net income (loss) before taxes and discontinued operations, excluding impairments, exploration and pre-development costs, certain special, non-recurring or other charges (or credits), interest, depreciation and amortization and certain non-cash items such as equity-based compensation expense. “Adjusted EBITDA” is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations and without regard to financing methods, capital structure or historical cost basis, and to assess the Company’s ability to incur and service debt and fund capital expenditures.”

With regard to more clearly explaining the rationale for each adjustment, and to more clearly convey the character and cash flow implications of each item, the Company will expand its disclosures by adding the following comments immediately below the definition of “Adjusted EBITDA” in future earnings releases and quarterly and annual reports:

a.“Exploration and pre-development costs” represent expenditures incurred to evaluate potential future development of TETRA’s lithium and bromine properties in Arkansas. Such costs include exploratory drilling and associated engineering studies and are excluded from Adjusted EBITDA because they do not relate to the Company’s current business operations.

b.“Adjustments to long-term incentives” represent cumulative adjustments to valuation of long-term cash incentive compensation awards that are related to prior years. These costs are excluded from Adjusted EBITDA because they do not relate to the current year and are considered to be

Securities and Exchange Commission

April 12, 2023

Page 4

outside of normal operations.  Long-term incentives are earned over a three-year period and the costs are recorded over the three-year period they are earned.  The amounts accrued or incurred are based on a cumulative of the three-year period.

c.“Equity-based compensation expense” represents compensation that has been or will be paid in equity and is excluded from Adjusted EBITDA because it is a non-cash item.

*          *          *          *

Should you have any questions or comments, please do not hesitate to contact me at (281) 367-1983.

Very truly yours,

 /s/ Elijio V. Serrano

 Elijio V. Serrano

 Senior Vice President and Chief Financial Officer

CC:    Alicia Boston, General Counsel TETRA Technologies, Inc.

Jeff Deatsman, Grant Thornton LLP

David Oelman, Vinson & Elkins LLP

United States securities and exchange commission logo
March 29, 2023
Elijio V. Serrano
Chief Financial Officer
TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas 77380
Re:TETRA Technologies, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 27, 2023
File No. 001-13455
Dear Elijio V. Serrano:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 28
1.We note that you have presented segment activity in three tabulations on pages 30 and 31
which include segment measures "Income before taxes," "Income (loss) before taxes," and
"Loss before taxes."  However, the amounts corresponding to these captions appear to be
identified as "Income (loss) before taxes and discontinued operations" on page F-35.
Please revise to resolve or address this apparent inconsistency.
Non-GAAP Financial Measures, page 32
2.We note that you provide two tabulations on page 33 having compound reconciliations
that include the non-GAAP measure “Adjusted income (loss) before taxes and
discontinued operations” as an intermediate measure from which you then reconcile to the
non-GAAP measure Adjusted EBITDA. However, you do not identify the intermediate

 FirstName LastNameElijio V. Serrano
 Comapany NameTETRA Technologies, Inc.
 March 29, 2023 Page 2
 FirstName LastName
Elijio V. Serrano
TETRA Technologies, Inc.
March 29, 2023
Page 2
measure in your descriptions of non-GAAP measures or provide the disclosure prescribed
by Item 10(e)(1)(i)(C) of Regulation S-K.

If you wish to retain the measure, please address this requirement in your periodic filings
and provide similar clarification in your earnings releases.  Please also address the
inconsistency in compiling the intermediate annual measure in comparing Schedule F and
Schedule I of your earnings release covering the last quarter of 2022.
3.We note that you provide a description of the non-GAAP measure "Adjusted income
(loss) from continuing operations" in your earnings release for the last quarter of 2022,
which includes some of the same adjustments as reflected in your compilation of
"Adjusted income (loss) before taxes and discontinued operations," and is accompanied
by disclosure stating that the measure is used "...to assess financial performance, without
regard to charges or credits that are considered by management to be outside of its normal
operations."  With regard to Adjusted EBITDA, we also note disclosure stating that this
measure is used to assess the financial performance of the your assets, "...without regard
to financing methods, capital structure or historical cost basis" and to assess
your "...ability to incur and service debt and fund capital expenditures."

Please expand your disclosures to clarify how your statements describing the utility of
these measures would encompass the adjustments for "Exploration and pre-development
costs," "Adjustments to long-term incentives," and "Equity-based compensation expense,"
which are all depicted in compiling the non-GAAP measures in your annual report, and to
more clearly explain your rationale for each adjustment.

We believe that your disclosures should convey the nature of each adjustment sufficiently
to understand its character and cash flow implications, including how it relates to your
operations or deemed to be unrelated to your operations, to address the concerns outlined
in the answer to Question 100.01 of our Non-GAAP C&DIs.

            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 Yong Kim, Staff Accountant, at 202-551-3323 or Robert Babula, Staff
Accountant, at 202-551-3339 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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TETRA TECHNOLOGIES, INC.
24955 Interstate 45 North
The Woodlands, TX 77380
(281) 367-1983

May 13, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

TETRA Technologies, Inc.

Registration Statement on Form S-3 (File No. 333-264709

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, TETRA Technologies, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-264709) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on May 17, 2022, or as soon as practicable thereafter.

Very truly yours

TETRA Technologies, Inc.

By:

/s/ Alicia P. Boston

Alicia P. Boston

General Counsel and

Chief Compliance Officer

United States securities and exchange commission logo
May 11, 2022
Brady Murphy
President and Chief Executive Officer
Tetra Technologies Inc.
24955 Interstate 45 North
The Woodlands, TX 77380
Re:Tetra Technologies Inc.
Registration Statement on Form S-3
Filed May 5, 2022
File No. 333-264709
Dear Mr. Murphy:
            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 Arthur Tornabene-Zalas at (202) 551-3162 or Irene Barberena-Meissner,
Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Raleigh J. Wolfe, Esq.

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TETRA TECHNOLOGIES, INC.

24955 Interstate 45 North

The Woodlands, TX 77380

(281) 367-1983

April 29, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Barberena-Meissner

Re:TETRA Technologies, Inc.

Registration Statement on Form S-3 (File No. 333-230818)

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, TETRA Technologies, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-230818) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on May 1, 2019, or as soon as practicable thereafter.

Very truly yours,

TETRA TECHNOLOGIES, INC.

By: /s/Bass C. Wallace, Jr.

Name: Bass C. Wallace, Jr.

Title: Senior Vice President and General Counsel

April 18, 2019
Stuart M. Brightman
Chief Executive Officer and Director
TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, TX 77380
Re:TETRA Technologies, Inc.
Registration Statement on Form S-3
Filed April 12, 2019
File No. 333-230818
Dear Mr. Brightman:
            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 Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
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		CORRESP

TETRA TECHNOLOGIES, INC.

24955 Interstate 45 North

The Woodlands, TX 77380

(281) 367-1983

April 12, 2016

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Timothy S. Levenberg

Re:

 TETRA Technologies, Inc.

Registration Statement on Form S-3 (File No. 333-210335)

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, TETRA Technologies, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-210335) (the “Registration Statement”).  We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on April 13, 2016, or as soon as practicable thereafter.

The Company hereby acknowledges that:

•

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

•

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

•

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

By this request, the Company hereby withdraws its previous request, dated April 4, 2016, to have the Registration Statement declared effective, with this request superseding the previous request in all respects.

Very truly yours,

TETRA TECHNOLOGIES, INC.

By:  /s/Bass C. Wallace, Jr.

Name: Bass C. Wallace, Jr.

Title:  Senior Vice President and General Counsel

1

Mail Stop 4628
April 1, 2016

Stuart M. Brightman
President and Chief Executive Officer
TETRA  Technologies, Inc.
24955 Interstate 45 North
The Woodlands, TX 77 380

Re: TETRA Technologies, Inc.
  Registration Statement on Form S-3
Filed  March 23, 2016
  File No.  333-210335

Dear  Mr. Brightman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Stuart M. Brightman
TETRA Technologies, Inc.
April 1, 2016
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Jason Langford  at (202) 551 -3193  with any questions.

Sincerely,

 /s/ Timothy S. Levenberg

      for H. Roger Schwall
Assistant Director
Office of Natural Resources

cc:  Bass C. Wallace,  Jr., Esq.
General Counsel

CORRESP
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		CORRESP

TETRA TECHNOLOGIES, INC.

24955 Interstate 45 North

The Woodlands, TX 77380

(281) 367-1983

April 4, 2016

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Timothy S. Levenberg

Re:

 TETRA Technologies, Inc.

Registration Statement on Form S-3 (File No. 333-210335)

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, TETRA Technologies, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-210335) (the “Registration Statement”).  We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on April 6, 2016, or as soon as practicable thereafter.

The Company hereby acknowledges that:

•

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

•

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

•

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

Very truly yours,

TETRA TECHNOLOGIES, INC.

By:  /s/Bass C. Wallace, Jr.

Name: Bass C. Wallace, Jr.

Title: Sr. Vice President and General Counsel

February 20, 2015

Via E -Mail
Mr. Elijio V. Serrano
Chief Financial Officer
Tetra Technologies, Inc.
24955 Interstate  45 N orth
The Woodlands , Texas 77380

Re: Tetra Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2013
Filed March 3, 2014
File No. 001-13455

Dear Mr. Serrano :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with  respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible fo r 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.

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

CORRESP
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		tticorresp-20150126

January 26, 2015

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Karl Hiller, Branch Chief

Re:    TETRA Technologies, Inc.

Form 10-K for the Fiscal Year ended December 31, 2013

File No. 001-13455

Dear Mr. Hiller:

We have received your letter of December 23, 2014 (the “Comment Letter”) addressed to me, Chief Financial Officer of TETRA Technologies, Inc. (the “Company”), pursuant to which you provided comments from the staff (the ”Staff”) of the Securities and Exchange Commission (the “Commission”) pertaining to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Commission on March 3, 2014 (the “Form 10-K”). Set forth in the attached memorandum are the responses of the Company to the Comment Letter with respect to the above referenced filing. For your convenience, the comments provided by the Staff have been included before each response, in italicized text, in the order presented in the Comment Letter. We respectfully request that the Company be permitted to incorporate the suggested modifications reflected in the attached memorandum as part of future filings.

The Company acknowledges 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.

Should you have any questions or comments, please call Bass Wallace at (281) 364-2241 or Bill McDonald at Andrews Kurth LLP at (713) 220-4813. We would appreciate the opportunity to confer with the Staff before its response and/or the issuance of any additional comments.

Yours very truly,

/s/Elijio V. Serrano_______________________

Elijio V. Serrano

Senior Vice President and

Chief Financial Officer

Cc:    Bass C. Wallace, Jr., General Counsel TETRA Technologies, Inc.

Sandra Oliver, Ernst & Young LLP

Bill McDonald, Andrews Kurth LLP

MEMORANDUM

TETRA TECHNOLOGIES, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

Management’s Discussion and Analysis, page 29

Results of Operations, page 35

1.

 We note your disclosures beginning on page F-23, indicating that you have material differences between taxable income reported for domestic and foreign jurisdictions. Please expand your disclosures in MD&A to clarify the reasons for these differences and to address the extent to which the underlying factors and the domestic and foreign historical results are indicative of your expectations for future periods. For each of the foreign jurisdictions where you conduct business and have material pre-tax earnings, please disclose the statutory and effective tax rates and any anticipated changes.

Response:

On page F-24, Note F provides the breakdown of domestic vs. international US GAAP income (loss) before taxes and discontinued operations for each of the years ended December 31, 2013, 2012, and 2011. The differences between the pre-tax book earnings reported for domestic and foreign jurisdictions are primarily due to the pre-tax losses generated by our Maritech segment, the operations of which are solely in the U.S. As disclosed in our Form 10-K for the year ended December 31, 2013 (the 2013 Form 10-K), Maritech sold substantially all of its oil and gas producing property during 2011 and 2012, thus essentially removing us from the oil and gas exploration and production business. Further, during 2011 and 2012, substantially all of Maritech’s oil and gas acquisition, development, and exploitation activities ceased and the remaining oil and gas reserves and production are negligible. During 2013 and 2012, Maritech’s operations consisted primarily of the well abandonment and decommissioning of its remaining offshore oil and gas platforms and facilities. The additional costs charged to earnings in connection with this work significantly contributed to the creation of domestic pre-tax losses in that year. Maritech’s remaining well abandonment and decommissioning work continued in 2014 and is expected to be materially complete by the end of 2016. The losses generated by Maritech following the completion of this work are expected to be immaterial. Excluding the impact of Maritech, historically the domestic operations of our remaining segments have produced pre-tax earnings, and we believe those historical results are better indicators of future pre-tax earnings rather than losses.

No single non-U.S. jurisdiction has a material impact on our consolidated effective tax rate, which decreased in 2013 primarily due to a decrease in consolidated earnings. To the extent applicable, we will expand the disclosures in MD&A in future filings to 1) explain any material differences between domestic and international GAAP income (loss) before taxes and discontinued operations; 2) disclose any instances in which any non-U.S. jurisdiction has a material impact on our consolidated pre-tax earnings or on our consolidated effective tax rate; and 3) disclose any material year-over-year changes (or anticipated future changes) in our consolidated effective tax rate. These disclosures will include the jurisdiction(s) involved and our belief as to the primary cause(s) of the impact to our effective tax rate.

1

2.

 We note your disclosures on page F-12, regarding your policy for goodwill and other intangible assets, indicating that you determined that it was not “more likely than not” that the fair values of any reporting units were less than their carrying values at yearend. Please expand your disclosures in MD&A to (i) identify each reporting unit with a fair value not substantially in excess of its carry value; (ii) indicate the percentage by which fair value exceeds the carrying value as of the most recent evaluation; (iii) quantify the amount of goodwill associated with the unit; and (iv) describe the assumptions that drive the estimated fair values. Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for further guidance.

Response:

As of December 31, 2013, there were no indicators that the fair value of any of our reporting units were not substantially in excess of their carrying value. In instances in which it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, and a quantitative measurement of the reporting unit’s fair value is calculated, this fair value measurement would be compared to the carrying value of such reporting unit. When fair value is substantially in excess of carrying value (e.g. is 25% or more above), no disclosure is made. However, when fair value is not substantially in excess of carrying value, historically we have disclosed the percentage above carrying value as part of our MD&A disclosures, along with disclosure of the key assumptions and factors affecting the estimation of fair value.

For example, in our Form 10-Q for the quarters ended June 30, 2014 and September 30, 2014, we disclosed that the estimated fair values for certain reporting units were not significantly in excess of their carrying value and we disclosed the percentage amount of that excess. We also disclosed the factors and uncertainties affecting the estimated fair values of these reporting units, as well as the amount of goodwill of each reporting unit and the potential risk of an impairment of such goodwill in future periods. In future filings, we will continue to 1) identify any reporting unit with a fair value not substantially in excess of its carrying value; 2) indicate the percentage by which the fair value exceeds the carrying value; 3) disclose the amount of goodwill for each reporting unit; and 4) describe the assumptions used to determine estimated fair value.

Financial Statements

Note I-Decommissioning and Other Asset Retirement Obligations, page F-29

3.

 We note that for each of the years presented and in prior years, you made significant revisions in estimated cash flows related to your asset retirement obligations. Please tell us the assumptions used to estimate the expected cash flows required to settle the asset retirement obligations at each balance sheet date, including probabilities, amounts, settlement dates and legal requirements, and explain your rationale for any material changes in these assumptions. In addition, please address the following points.

•

 Tell us how the activities associated with each year-end estimate compare, and for any activities underlying your more recent estimates that were contemplated in prior estimates, describe the activities and explain the reasons.

•

 Quantify the amount of revisions that relate to work completed.

2

•

 Provide any further details necessary to understand the reasons for material revisions in the estimated cash flows underlying your asset retirement obligations for each of the last five years, and the timing of these revisions.

•

 Provide an estimate of the reasonably possible additional costs to settle retirement obligations, or a range of such costs incremental to the amounts accrued.

Response:

Asset retirement obligations are recorded in accordance with FASB ASC 410, whereby the estimated fair value of a liability for asset retirement obligations is recorded in the period in which it is incurred and in which a reasonable estimate can be made. Such estimates are based on relevant assumptions that we believe are reasonable. A significant amount of our asset retirement obligations consists of the estimated future costs of abandoning and decommissioning the remaining non-producing offshore oil and gas properties owned by our Maritech subsidiary, which are located in the Gulf of Mexico. The cost estimates for Maritech asset retirement obligations are considered reasonable estimates consistent with market conditions at the time they are made, and we believe reflect the amount of work legally obligated to be performed in accordance with Bureau of Safety and Environmental Enforcement (BSEE) standards, as revised from time to time. Specific steps performed in establishing, and revising, asset retirement obligations for Maritech offshore oil and gas properties included:

1)

 The Company engaged third-party engineers and its Offshore Services engineers to provide the necessary expertise. In addition, work experience on similar properties and fields were considered in the estimation process. All pertinent data that can be reasonably obtained is used to determine the estimates.

2)

 Remaining properties to be decommissioned at each balance sheet date included hurricane-downed properties and abandoned wells evidencing pressure in the formation (often through leaking gas), both types of which required non-routine and higher cost procedures to be performed.

3)

 Work procedures were prepared for plugging and abandoning the remaining wells, decommissioning the platforms and pipelines, and performing the site clearance and debris removal. These procedures were based on information obtained from reviewing available drawings and other historical documentation of the structures, and various well metrics. Additional information was obtained from diving surveys of the structures, engineering surveys, and other information gained in performing work on certain structures.

4)

 The physical characteristics of each structure determined the type of equipment anticipated to be required to perform the work, the number of days estimated to complete the work, and other associated equipment and services necessary for the work. Other characteristics including water depths, space available on structures to place the necessary equipment and perform the required services, the condition of the wells (which may be bent over and lying on the seafloor if damaged), down hole conditions such as casing pressure, cemented casing, debris lost in the hole, and other items that impact the estimated length of time and equipment required on the project.

5)

 The estimated cost of the identified equipment and services were obtained from service-providers under bids/quotes, which are normally provided on a day rate basis, with

3

equipment and vessel mobilization and demobilization charges, and are impacted by the expected time of the year the work was to be performed.

6)

 Major steps in the work procedures were identified for risk, and evaluated in terms of the possible likelihood of additional days required to complete the steps. A reasonable estimate of the expected cash flows was determined in light of these risk scenarios for each property based on previous experience.

7)

 Regulatory requirements were considered for cost decisions and for the timing of the work, which result from the unique procedures mandated for each property, and the timing of permits to remove pipelines and other structures. Settlement dates did not significantly affect the amount of the estimates, due to the fact that the remaining properties are non-producing and the dates are primarily within a one to two-year time span.

The amount of work performed or estimated to be performed on a Maritech property asset retirement obligation may often exceed amounts previously estimated for numerous reasons. Property conditions encountered, including subsea, geological, or downhole conditions, may be different from those anticipated at the time of estimation due to the age of the property and the quality of information available about the particular property conditions. Maritech’s remaining oil and gas properties and production platforms were drilled and constructed by other operators many years ago, and frequently there is not a great deal of detailed documentation on which to base the estimated asset retirement obligation for these properties. Appropriate underwater surveys are performed to determine the condition of such properties as part of our due diligence in estimating the costs, but not all conditions have been able to be determined prior to the commencement of the actual work.

Several Maritech properties have been damaged by hurricanes in the past, leaving their production platforms leaning or toppled on the seabed and production tubing from the wells (which may be under high pressure) bent under the water. While the basic procedures involved in the plugging and abandonment of wells and decommissioning of platforms and pipelines is generally similar for these properties, the cost of performing work at these damaged locations is particularly difficult to estimate due to the unique conditions encountered, including the uncertainty regarding the extent of physical damage to many of the structures. During the performance of asset retirement activities, unforeseen weather or other conditions may extend the duration and increase the cost of the projects, which are normally not done on a fixed price basis, thereby resulting in costs in excess of the original estimate.

In addition, Maritech has encountered situations where previously plugged and abandoned wells on its properties have later exhibited a build-up of pressure, which is evidenced by gas bubbles coming from the plugged well head. We refer to this situation as “wells under pressure” and this can either be discovered when performing additional work at the property or by notification from a third party. Wells under pressure require Maritech to return to the site to perform additional plug and abandonment procedures that were not originally anticipated and included in the estimate of the asset retirement obligation for such property. Remediation work at previously abandoned well sites is particularly costly, due to the lack of a platform from which to base

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		tticorrresp-20141231

TETRA Technologies, Inc.

December 31, 2014

VIA EDGAR

Mr. John Cannarella

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re: TETRA Technologies, Inc.

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

Filed March 3, 2014

File No. 001-13455

Dear Mr. Cannarella:

We acknowledge receipt of the Securities and Exchange Commission’s letter dated December 23, 2014, with respect to the above-referenced Form 10-K filed by TETRA Technologies, Inc. We have commenced work on a letter in response to the Staff’s comments; however, we will require additional time to fully respond to the Staff’s comments.  Per your discussion with our counsel, we have requested an extension until January 22, 2015, to respond to the Staff’s comments.  This letter confirms our request for such extension and we expect to file our response on or before January 22, 2015.

Please do not hesitate to contact the undersigned at (281) 364-5029 or Bill McDonald, Andrews Kurth LLP, at (713) 220-4813 if you have any questions.

Sincerely,

/s/Elijio V. Serrano

Elijio V. Serrano

Senior Vice President and Chief Financial Officer

cc:    Karl Hiller, Branch Chief, Securities and Exchange Commission

Kimberly Calder, Assistant Chief Accountant, Securities and Exchange Commission

Bill McDonald, Andrews Kurth LLP

24955 Interstate 45 North

The Woodlands, Texas 77380

December 23, 2014

Via E -Mail
Mr. Elijio V. Serrano
Chief Financial Officer
Tetra Technologies, Inc.
24955 Interstate  45 N orth
The Woodlands , Texas 77380

Re: Tetra Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2013
Filed March 3, 2014
File No. 001-13455

Dear Mr. Serrano :

We have reviewed your filing an d 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 circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 10 -K for the Fiscal Year ended December 31, 2013

Management’s Discussion and Analysis , page 29

Results of Operations, page 35

1. We note your disclosures beginning on page F -23, indicating  that you have material
differences between taxable income reported for domestic and foreign jurisdict ions.
Please expand your disclosures in MD&A to clarify the reasons for these differences and
to address the extent to which  the underlying factors and the domestic and foreign
historical  results are indicative of your expectations for future periods .  For each of the
foreign jurisdictions where you conduct business and have material pre -tax earnings,
please disclose the statutory and effective tax rates  and any anticipated  changes .

Elijio V. Serrano
Tetra Technologies, Inc.
December 23, 2014
Page 2

 2. We note your disclosures on page F -12, regarding your policy for goodwill and othe r
intangible assets , indicating that  you determined it was not “more likely than not” that the
fair values of any reporting units were less than their carrying values at year -end.  Please
expand your disclosure s in MD&A  to (i) identify each reporting unit with a fair value not
substantially in excess of its carry  value ; (ii) i ndicate  the percentage by which fair value
exceeds the carrying value as of the most -recent evaluation ; (iii) q uantify  the amount of
goodwill asso ciated  with the unit ; and  (iv) d escribe  the assumptions that drive the
estimated fair value s.  Please refer to Item 303 of Regulation S -K and Sections 216 and
501.14 of the Financial Reporting Codification for further guidance.

Financial Statements

Note I – Decommissioning and Other Asset Retirement Obligations, page F -29

3. We note that for each of the years presented  and in prior years, you made  significant
revisions in estimated cash flows related to your asset retirement obligations.   Please tel l
us the assumptions used to estimate the expected cash flows required to settle the asset
retirement obligation s at each balance sheet date , including probabilities, amounts,
settlement dates and legal requirements , and explain your rational e for any  material
changes in these assumptions .  In addition, please address the following  points .

 Tell us how the activities associated with each year-end estimate  compare , and for
any activities underlying your mo re recent estimate s that were not contemplated
in prior estimate s, describe the activities  and explain the reasons .

 Quantify the amount of revisions that relate to work completed .

 Provide any further details necessary to understand  the reasons for  material
revisions in the estimated cash flows underlying your asset retirement obligations
for each of the last five years , and the timing of these revisions.

 Provide an estimate of the reasonabl y possible additional costs to settle retirement
obligations , or a range of such costs inc remental to the amounts accrued.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In respo nding 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;

Elijio V. Serrano
Tetra Technologies, Inc.
December 23, 2014
Page 3

 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 Stat es.

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Kimberly
Calder, Assistant Chief Accountant at (202) 551 -3701 if you have any questions  regarding
comments on the financial statements and related matters.   Please contact me at ( 202) 551 -3686
with any other questions.

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

January 23, 2013

Via E -Mail
Mr. Elijio Serrano
Chief Financial  Officer
Tetra Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas  77380

Re: Tetra Technologies, Inc.
 Form 10-K for the Fis cal Year ended December 31, 2011
Filed February 29, 2012
File No. 001-13455

Dear  Mr. Serrano :

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

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

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    tticorresp_20121220.htm

  TETRA Technologies, Inc.

  24955 Interstate 45 North

  The Woodlands, Texas 77380

  December 20, 2012

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  Karl Hiller, Branch Chief

Re:       TETRA Technologies, Inc.

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

File No. 001-13455

  Dear Mr. Hiller:

  We have received your letter of December 11, 2012 (the  “Comment Letter”) addressed to me, Chief Financial Officer of TETRA  Technologies, Inc. (the “Company”), pursuant to which you provided comments  from the staff (the ”Staff”) of the Securities and Exchange Commission (the  “Commission”) pertaining to the Company’s Annual Report on Form 10-K for the  fiscal year ended December 31, 2011 filed with the Commission on February 29,  2012 (the “Form 10-K”). Set forth in the attached memorandum are the responses  of the Company to the Comment Letter with respect to the above referenced  filing. For your convenience, the comments provided by the Staff have been  included before each response, in italicized text, in the order presented in  the Comment Letter. We respectfully request that the Company be permitted to  incorporate the suggested modifications reflected in the attached memorandum as  part of future filings.

The Company acknowledges 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.

  Should you have any questions or  comments, please call Bass Wallace at (281) 364-2241 or Bill McDonald at  Andrews Kurth LLP at (713) 220-4813. We would appreciate the opportunity to  confer with the Staff before its response and/or the issuance of any additional comments.

  Yours  very truly,

  /s/Elijio V. Serrano

   Elijio  V. Serrano

   Senior  Vice President and

  Chief  Financial Officer

  Cc:       Bass C. Wallace, Jr., General Counsel TETRA Technologies,  Inc.

Brad  Farber, Ernst & Young LLP

Bill  McDonald, Andrews Kurth LLP

  MEMORANDUM

  TETRA  TECHNOLOGIES, INC.

      FORM 10-K  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

  Financial Statements

  Note B-Summary of Significant Accounting  Policies, page F-8

  Repair Costs and Insurance Recoveries,  page F-15

  1. We  note your disclosure stating “Hurricane damage repair efforts consist of the  repair of damaged facilities and equipment, well intervention, abandonment,  decommissioning, and debris removal associated with the destroyed offshore  platforms, construction of replacement platforms and facilities, and redrilling  of destroyed wells.” It appears the activities you associated with the phrase  “repair efforts” would be more appropriately characterized as “assessment and  response efforts,” as repairs generally have the quality of restoring utility  to an asset, and several of the activities that you mention are not clearly  consistent with this outcome. Please modify your policy note to clarify how you  determine whether costs associated with structures damaged  by hurricanes are within the scope of FASB  ASC 410-20 (capitalized and classified as asset retirement obligations) or FASB  ASC 450 (expensed and classified as loss contingencies). It should also be  clear how you determine the classification of costs associated with repairs to  structures damaged by hurricanes as either period expense or asset retirement  obligations. Please modify disclosures elsewhere in your filing as necessary to  clarify the extent to which costs and charges associated with your hurricane  damage assessment and response efforts represent recognition of loss,  construction of new assets, and repairs.

  Response:

  We  concur that the Company’s response to hurricane damage should be more broadly  described as “assessment and response efforts,” rather than as “repair  efforts,” as they are not limited to merely restoring utility to damaged  assets. The accounting for these “assessment and response efforts” can be  summarized as follows:

  •  The costs to repair and restore damaged assets, including  the costs for damage assessment, are accounted for as expenses as they are  incurred.

  •  The estimated costs of expected well  intervention, abandonment, decommissioning, and debris removal efforts associated  with destroyed offshore platforms are accounted for in accordance with FASB ASC  410-20.

  •  The costs to replace destroyed platforms and  facilities and redrill destroyed wells, which represent construction of new  assets are capitalized as incurred as part of oil and gas properties.

  •  A range of the estimated expected costs to  repair and restore damaged assets and replace destroyed platforms and  facilities and redrill destroyed wells is disclosed in accordance with the loss  contingency requirements as described in FASB ASC 450.

    The Company will modify its  disclosures in its future filings with regard to its accounting for each of the  above hurricane response effort cost items to include the following disclosure:

2

    “Hurricane damage response efforts consist of 1) the  assessment and repair of damaged facilities and equipment; 2) the well  intervention, abandonment, decommissioning, and debris removal associated with  destroyed offshore platforms; and 3) the construction of replacement platforms  and facilities and the redrilling of destroyed wells. The cost to repair and  restore damaged assets, including the cost for damage assessment, is expensed  as incurred. The estimated cost of expected well intervention, abandonment,  decommissioning, and debris removal efforts associated with destroyed offshore  platforms is accounted for as part of Maritech’s decommissioning liabilities.  The cost to replace destroyed platforms and facilities and redrill destroyed  wells is capitalized as incurred as part of oil and gas properties.”

    In previous filings, the Company  disclosed the range of estimated unaccrued hurricane damage response efforts.  However, following the significant amount of such work performed in 2009, 2010  and 2011, such future costs were no longer material as of December 31, 2011.  For future loss contingencies, including for hurricane response efforts, a  range of expected loss will be similarly disclosed in future filings, if  material.

    Note  J-Commitments and Contingencies, page F-28

     2. We  note your disclosure that management does not reasonably expect the outcome of  lawsuits or other proceedings to have a material adverse impact on the financial  statements. Please revise your disclosure to clarify whether it is reasonably  possible that a material loss exceeding amounts already recognized may have  been incurred, and if so either disclose an estimate of the additional loss or  range of loss, or state that such an estimate cannot be made to comply with  FASB ASC 450-20-50-4.

    Response:

    As  of December 31, 2011, and as of the date of the filing of the Form 10-K for the  year ended December 31, 2011, we determined that it was not reasonably possible  that the Company had incurred a material loss exceeding amounts previously  recognized. This determination was made based on our knowledge of the various  lawsuits and governmental proceedings that arise in the normal course of the  Company’s business.

    The  Company will modify its disclosure in its future filings to clarify whether a  material loss in excess of amounts accrued arising from litigation and  governmental proceedings is reasonably possible, similar to the following  disclosure:

    “While the outcome of lawsuits or other proceedings  against us cannot be predicted with certainty, management does not consider it  reasonably possible that a loss resulting from such lawsuits or other  proceedings in excess of any amounts accrued has been incurred that is expected  to have a material adverse effect on the Company’s financial condition, results  of operations or liquidity.”

    If such a material loss is  reasonably possible, the Company will disclose an estimate of the additional  loss or range of loss, or state that such an estimate cannot be made in  accordance with FASB ASC 450-20-50-4.

3

December 1 1, 2012

Via E -Mail
Mr. Elijio Serrano
Chief Financial  Officer
Tetra Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas  77380

Re: Tetra Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 201 1
Filed February 29, 2012
File No. 001-13455

Dear  Mr. Serrano :

We have reviewed your filing an d 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 appropriate, please tell us why in your response.

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

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

Financial Statements

Note B - Summary of Significant Accounting Policies, page F -8

Repair Costs and Insurance Recoveries, page F -15

1. We note your disclos ure stating " Hurricane damage repair efforts consist of the repair of
damaged facilities and equipment, well intervention, abandonment, decommissioning,
and debris removal associated with the destroyed offshore platforms, construction of
replacement platfo rms and facilities, and redrilling of destroyed wells. "  It appears the
activities you associate with the phrase "repair efforts"  would be more appropriately
characterized as "assessment and response efforts ," as repair s generally  have the quality

Mr. Elijio Serrano
Tetra Technologies, Inc.
December 11, 2012
Page 2

 of resto ring utility to an asset , and several of the activities that you mention are not
clearly consistent with this outcome .  Please  modify your policy note to clarify how you
determine  whether  costs associated with structures damaged by hurricanes are within th e
scope of FASB ASC 410 -20 (capitalized  and classified as asset retirement obligations ) or
FASB ASC 450  (expensed and classified as loss contingencies ).  It should  also be clear
how you determine the classification of costs associated with repairs to structures
damaged by hurricanes as either period expense or asset retirement obligations.   Please
modify disclosures elsewhere in your filing as necessary to clarify the extent to which
costs and charges associated with your hurricane damage assessment and response efforts
represent recognition of loss, construction of new assets, and repairs.

Note J - Commitments and Contingencies, page F -28

2. We note your disclosure that management does not reasonably expect the outcome of
lawsuits or other proceedings to have a material adverse impact on the financial
statements.   Please revise your disclosure to clarify whether it is reasonabl y possib le that
a material loss exceeding amounts already recognized may ha ve been incurred, and if so
either disclose an estimate of the additional loss or range of loss, or state that such an
estimate cannot be made  to comply with FASB ASC 450 -20-50-4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

Mr. Elijio Serrano
Tetra Technologies, Inc.
December 11, 2012
Page 3

 You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Kimberly
Calder, Assistant Chief Accountant at (202) 551 -3701 if you have any questions  regarding
comments on the financial statements and related matters.   Please contact me at (202) 551 -3686
with any other questions.

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

May 6, 2011
 Via Facsimile ((281) 364-4398)

Mr. Stuart M. Brightman President & Chief Executive Officer TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas 77380
 Re: TETRA Technologies, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 File No. 1-13455

Dear Mr. Brightman:
We have completed our review of your filings and do not have any further comments at this
time.

         S i n c e r e l y ,           / s /  H .  R o g e r  S c h w a l l
 H. Roger Schwall Assistant Director

CORRESP
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    tticorresp-20110318.htm

March 18, 2011

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:      TETRA Technologies, Inc. (File no. 1-13455)

Proxy Statement and Related Materials for

2011 Annual Meeting of Stockholders

Ladies and Gentlemen:

Transmitted herewith for filing under the Securities Exchange Act of 1934, as amended, is TETRA Technologies, Inc.’s Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2011 Long Term Incentive Compensation Plan (the “Plan”). These materials will be made available to stockholders of TETRA Technologies, Inc. (the “Company”) on or about March 18, 2011. The Notice of Internet Availability of Proxy Materials will be filed separately as definitive additional materials, and will be mailed to stockholders of the Company on or about March 18, 2011.  These filings will be effected through the EDGAR electronic filing system.

The Company expects to file a registration statement on Form S-8 by May 16, 2011 with respect to shares that may be issued under the Plan.

If any questions should arise in connection with this submission, please contact the undersigned at (281) 364-2241.

Very Truly Yours,

/s/Bass C. Wallace, Jr.

Bass C. Wallace, Jr.

General Counsel

CORRESP
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    tticorresp_20110225.htm

TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, TX 77380

February 25, 2011

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  H. Roger Schwall, Assistant Director

Re:       TETRA Technologies, Inc.

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

Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010

File No. 001-13455

Dear Mr. Schwall:

We have received your letter of February 18, 2011 (the “Comment Letter”) addressed to me, President and Chief Executive Officer of TETRA Technologies, Inc. (the “Company”), pursuant to which you provided comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pertaining to the Company’s (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Commission on March 1, 2010 (the “Form 10-K”), and (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, filed with the Commission on May 10, 2010 and August 9, 2010, respectively.

Set forth below are the responses of the Company to the Comment Letter with respect to the above-referenced filings.  For your convenience, the comments provided by the Staff have been included before each response, in italicized text, in the order presented in the Comment Letter.

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

Properties, page 24

Oil and Gas Reserves, page 25

1.

We note your response to comment three in our letter dated September 28, 2010.  Please confirm that in future filings you will expand your disclosure to include the analysis contained in your response.

Response:

In response to the Staff’s comment, the Company confirms that in future filings the Company will expand its disclosure to include, as applicable, an analysis consistent with the Company’s response to prior comment three.

Form 10-Q for Fiscal Quarter Ended June 30,2010

General

2.

We note your response to comments 16 and 17 in our letter dated September 28, 2010.  Please confirm that in future filings you will expand your disclosure to include the content of your responses.

Response:

In response to the Staff’s comment, the Company confirms that in future filings the Company will expand its disclosure to include, as applicable, the disclosure contained in the Company’s responses to previous comments 16 and 17.

Securities and Exchange Commission

February 25, 2011

Page 2

The Company acknowledges that:

$ the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

$ 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.

Should you have any questions or comments, please call Bass Wallace at (281) 364-2241 or Bill McDonald at Andrews Kurth LLP at (713) 220-4813.  We would appreciate the opportunity to confer with the Staff before its response and/or the issuance of any additional comments.

Yours very truly,

/s/Stuart M. Brightman

Stuart M. Brightman

President and Chief Executive Officer

cc:        Karl Hiller, Securities and Exchange Commission

Alexandra Ledbetter, Securities and Exchange Commission

Bass C. Wallace, Jr., TETRA Technologies, Inc.

Brad Farber, Ernst & Young LLP

Bill McDonald, Andrews Kurth LLP

February 18, 2011
 Via U.S. Mail and Facs imile (281) 364-4398

 Mr. Stuart M. Brightman President & Chief Executive Officer
TETRA Technologies, Inc.
24955 Interstate 45 North The Woodlands, Texas 77380
 Re: TETRA Technologies, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 1, 2010 Forms 10-Q for Fiscal Quarters Ende d March 31, 2010 a nd June 30, 2010
Filed May 10, 2010 a nd August 9, 2010
File No. 1-13455

Dear Mr. Brightman:
We have reviewed your letter dated Oc tober 22, 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 may have additional comments.  Form 10-K for Fiscal Year Ended December 31, 2009

 Properties, page 24

 Oil and Gas Reserves, page 25

 1. We note your response to comment three in our letter dated September 28, 2010.  Please
confirm that in future filings you will expa nd your disclosure to include the analysis
contained in your response.

Mr. Stuart M. Brightman
TETRA Technologies, Inc. February 18, 2011 Page 2  Form 10-Q for Fiscal Quarter Ended June 30, 2010

 General

 2. We note your response to comments 16 and 17 in our letter dated September 28, 2010.
Please confirm that in future filings you will expand your disclosure to include the
content of your responses.
 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.
 Please contact Sirimal R. M ukerjee, Staff Attorney, at (202) 551-3340 or Alexandra M.
Ledbetter, Staff Attorney, at (202) 551-3317 wi th any questions.  If you require further
assistance, you may contact th e undersigned at (202) 551-3740.
         S i n c e r e l y ,

 H. Roger Schwall Assistant Director

CORRESP
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    tticover-20101022.htm

October 22, 2010

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  H. Roger Schwall, Assistant Director

Re:       TETRA Technologies, Inc.

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

Forms 10-Q for the Fiscal Quarters Ended March 31, 2010 and June 30, 2010

File No. 001-13455

Dear Mr. Schwall:

We have received your letter of September 28, 2010 (the “Comment Letter”) addressed to me, President and Chief Executive Officer of TETRA Technologies, Inc. (the “Company”), pursuant to which you provided comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pertaining to the Company’s (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Commission on March 1, 2010 (the “Form 10-K”), and (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, filed with the Commission on May 10, 2010 and August 9, 2010, respectively.  Set forth in the attached memorandum are the responses of the Company to the Comment Letter with respect to the above-referenced filings.  For your convenience, the comments provided by the Staff have been included before each response, in italicized text, in the order presented in the Comment Letter.

The Company acknowledges that:

$  the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

$  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.

Should you have any questions or comments, please call Bass Wallace at (281) 364-2241 or Bill McDonald at Andrews Kurth LLP at (713) 220-4813.  We would appreciate the opportunity to confer with the Staff before its response and/or the issuance of any additional comments.

Yours very truly,

/s/Stuart M. Brightman

Stuart M. Brightman

President and Chief Executive Officer

cc:        Karl Hiller, Securities and Exchange Commission

Kevin Dougherty, Securities and Exchange Commission

Bass C. Wallace, Jr., TETRA Technologies, Inc.

Brad Farber, Ernst & Young LLP

Bill McDonald, Andrews Kurth LLP

CORRESP
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    tticorresp-20101001.htm

TETRA Technologies, Inc.

October 1, 2010

VIA U.S. MAIL AND EDGAR

Mr. Kevin Dougherty

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

TETRA Technologies, Inc.

Form 10-K

Filed March 1, 2010

File No. 001-13455

Dear Mr. Dougherty:

We acknowledge receipt of the Securities and Exchange Commission’s letter dated September 28, 2010 with respect to the Form 10-K filed by TETRA Technologies, Inc. (the “Company”) for the year ended December 31, 2009.  Per your discussion with our counsel, Bill McDonald, this letter is to inform you that we are not able to respond to the comment letter by the initial deadline and request additional time to respond to the comment letter.  We expect to file our response no later than October 22, 2010.

Please do not hesitate to contact the undersigned at (281) 364-2241 or Bill McDonald, Andrews Kurth LLP, at (713) 220-4813 if you have any questions.

Sincerely,

/s/Bass C. Wallace, Jr.

Bass C. Wallace, Jr.

General Counsel & Secretary

cc:

Karl Hiller, Branch Chief, Securities and Exchange Commission

Bill McDonald, Andrews Kurth LLP

Brad Farber, Ernst & Young LLP

24955 Interstate 45 North, The Woodlands, Texas 77380

September 28, 2010

Via U.S. mail and facs imile (281) 364-4398
 Mr. Stuart M. Brightman President & Chief Executive Officer
TETRA Technologies, Inc.
24955 Interstate 45 North The Woodlands, Texas 77380
 Re: TETRA Technologies, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 1, 2010 Forms 10-Q for Fiscal Quart ers Ended March 31, 2010
and June 30, 2010 Filed May 10, 2010 a nd August 9, 2010
File No. 1-13455

Dear Mr. Brightman:
We have reviewed your filings 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 may have additional comments.  Form 10-K for Fiscal Year Ended December 31, 2009

 Properties, page 24

 Oil and Gas Reserves, page 25

 1. You appear to have grouped together your proved reserves related to crude oil, condensate and NGLs.  Please explain why you do not believe it is necessary to disclose

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 2
separately these three products.  Also tell us if in your primary economic assumptions
you used the same price for oil, condensate and NGLs.
 2. Please expand your disclosure to provide info rmation about your delivery commitments.
Refer to Item 1207 of Regulation S-K.
 3. We note your disclosure at page 27 that in 2009 Maritech did not expend any of its development costs to convert proved undeveloped reserves to proved developed reserves.
While you disclose that all of the proved undeve loped reserves have been classified as
such for less than five years, the Ryder Scott report (at page 4) indi cates that 9 percent of
the present value of the prope rties audited by Ryde r Scott as estimated by Maritech are
scheduled to start produc ing after January 1, 2015 .  Please tell us:

• The portion of your total proved reserves
 scheduled to start producing after
January 1, 2015, and provide a schedule of when these reserves will start producing; and

• Explain how you determined that the P UDs scheduled to start producing after
January 1, 2015 qualify as proved reserves  considering the length of time to
develop these reserves.

Refer to Questions 131.03 to 131.05 of the Oil and Gas Rules Compliance and Disclosure Interpretations, available on our website at: http://www.sec.gov/divisions/corpf in/guidance/oila ndgas-interp.htm
.
 4. We note your disclosure at pages 25-26 that the reserve audits performed by Ryder Scott
and DeGolyer and MacNaughton included certain properties sele cted by Maritech
representing 80.2% of your prove d oil and gas reserves, with Ryder Scott’s reserve audit
including 64% and DeGolyer and MacNaughton’s 16.2%, respectively, of your total proved reserves.  Please tell us how you se lected the properties to be reviewed.
 5. We note your disclosure that the independent petroleum engineers represent that they
believe Maritech’s estimates of future re serves were prepared in accordance with
generally accepted petroleum engineering and evaluation principles.  While we
understand that there are fundamentals of phys ics, mathematics and economics that are
applied in the estimation of reserves, we are not aware of an official industry compilation
of “generally accepted petroleum engineering and evaluation principles.”  With a view
toward possible disclosure, pl ease explain to us the basis for concluding that such
principles have been sufficiently established so as to judge that the reserve information
has been prepared in conform ity with such principles.

This comment is also applicable to the conclusion in Ryder Scott’s reserve audit report that in its opinion, Maritech’s  estimates of future reserves for the reviewed properties
were prepared in accordance with genera lly accepted petroleum engineering and

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 3
evaluation principles for the estimation of futu re reserves as set forth in the Society of
Petroleum Engineers’ Standards Pertaining to  the Estimating and Auditing of Oil and Gas
Reserves Information.  Within this document,  we are not aware of an official industry
compilation of “generally accepted petroleum engineering and evaluation principles.”
Please refer us to a compila tion of these principles.
 Production Information, page 27

 6. Please revise the production table to also present the information by each field that contains 15% or more of your total proved rese rves, or tell us why su ch disclosure is not
required.  Refer to Item 1204(a) of Regulation S-K.
 Acreage and Productive Wells, page 28

 7. It appears that you have not  disclosed the minimum remaining terms of leases and
concessions related to any of  your acreage.  Please tell us the amount of developed and
undeveloped acres that you ha ve as of December 31, 2009 related to leases that will
expire in 2010 and how you considered the need  to disclose such information.  Refer to
Item 1208(b) of Regulation S-K.
 Management’s Discussion and Analysis of Fina ncial Condition and Results of Operation, page
32

Critical Accounting Policies and Estimates, page 35

Decommissioning Liabilities, page 37

8. We note your disclosure about decommissi on work, explaining that your Maritech
subsidiary utilizes the serv ices of affiliated companies to perform well abandonment and
decommissioning work; and that when this oc curs intercompany reve nues are eliminated
in the consolidated financial statements.  Howe ver, your disclosure also states that profit
earned in performing such abandonment a nd decommissioning operations on Maritech’s
properties is recorded as the work is performed.  Please clar ify whether your reference to
affiliates pertains only to other consolidated subsidiaries; and explain how profit is being generated from inter-company transactions  at the consolidat ed level if you are
eliminating revenues and expenses as your di sclosure suggests.  If profit is being
recognized in connection with the derecognitio n of asset retirement obligations please
submit the disclosure revisions that you propose to clarify.  Please disclose the extent of profit and the manner of presenta tion in your consolidated financial statements that is
associated with transactions between your Offshore Services segment and Maritech, or the derecognition of asset retirement obligations, as appropriate.

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 4  Executive Compensation, page 61 (as incorporated by reference to the Definitive Proxy
Statement filed on May 5, 2010)
 Compensation Discussion and Analysis, page 37

 Compensation Elements, page 40

 Salary, page 41

 9. We note your disclosure that the compensa tion committee aims to set compensation and
incentive levels that reflect competitive mark et practices and that the committee generally
targets a median range for base salaries relative to data from a survey.  In light of this
objective, please disclose how your base salari es actually compared to  those in the peer
group to which you benchmarked.
 Discretionary Performance-Based Cash Incentive (Bonus), page 42

 10. We note your disclosure that for 2009, perf ormance objectives for Messrs. Brightman,
Abell, Hartel and Wallace included the at tainment of budgeted per-share earnings, and
that performance objectives for Messrs . Goldman and Longorio included, for the
operations within their respective scopes of  responsibility, the attainment of budgeted
levels of pre-tax profitabilit y, among other goals.  Please disc lose the actual targets for
2009 and the company’s achievement relative to the targets.  Refer to Item 402(b)(2)(vi)
and –(vii) of Regulation S-K.

To the extent that you believe that disclosu re of the targets would result in competitive
harm such that they could be excluded pr operly under Instruction 4 to Item 402(b) of
Regulation S-K, please provide on a supplemental basis a detailed explanation supporting
your conclusion.  Please also note that to the extent disclo sure of the qualitative or
quantitative performance-related factors w ould cause competitive harm, you are required
to discuss how difficult it was or will be to ac hieve the targets.  Refer to Instruction 4 to
Item 402(b) of Regulation S-K.
 Equity Incentive Awards, page 44

 11. We note your disclosure that the committee considers peer group compensation practices
in establishing equity incentive opportunities.  Please clarify whether the committee
considered peer group compensation practices in this regard in 2009.  Assuming that the committee targeted a median range with respect to your peer group, as the committee did for base salaries, please disclo se how your equity awards actu ally compared to those in
the peer group.

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 5  Financial Statements

Note R – Supplemental Oil and Gas Disclosures (Unaudited), page F-40

Estimated Quantities of Proved Oil and Gas Reserves (Unaudited), page F-44

12. We note that for the year ended Decemb er 31, 2009, your oil reserves were revised
upwards 1,971 MBbls (33%).  Based on the data in the Reserve Quantity Information table on page F-43, it appears th at this revision was to the proved developed category.
Please comply with the guidance in FASB ASC 932-235-50-5, which requires that you
disclose an explanation of significant revisions.
 Exhibits

 13. Ensure that you have filed all ma terial contracts.  For exampl e, please file or tell us why
you are not required to file your  contracts with Chemtura Corporation, such as your long-
term supply agreements to provide raw materi al bromine, or tail brine to your new El
Dorado calcium chloride plant.  Refer to  Item 601(b)(10) of Regulation S-K.
 Exhibits 99.1 and 99.2

14. The closing paragraph of the Ryder Scott repor t states that their re port was prepared for
the exclusive use of Maritech Resources Inco rporated and may not be put to other use
without prior written consent.  As Item  1202(a)(8) of Regulation S-K requires these
reports, please obtain and file a revised ve rsion which retains no language that could
suggest either a limited audience or a limit on potential investor reliance.

15. Item 1202(a)(8) of Regulation S-K specifies di sclosure items pertaining to third party
engineering reports.  Please obtain modification of these re ports so that they present:

• A statement that all such assumptions, da ta, methods, and procedures used were
appropriate for the purpose served by the report; and

• The 12-month average benchmark product pri ces and the average adjusted prices
used to determine reserves.  At present, Ryder Scott does not disc lose either price,
while DeGolyer and MacNaughton appears to  disclose only the reference product
prices, but not the actual prices utilized to determine reserves.

Mr. Stuart M. Brightman
TETRA Technologies, Inc.
September 28, 2010 Page 6  Form 10-Q for Fiscal Quarter Ended June 30, 2010

 General

 16. In light of recent events invol ving the Gulf of Mexico, please  review your disclosure to
ensure that you have disclosed all material  information regarding your potential liability
in the event that one of your rigs is involved in an explosi on or similar event in any of
your offshore locations.  For example, and without limitation, please address the
following:
• Disclose the applicable policy limits related to your insurance coverage;
• Disclose your related indemnification oblig ations and those of your customers, if
applicable;
• Disclose whether your existi ng insurance would cover a ny claims made against you
by or on behalf of individuals who are not  your employees in the event of personal
injury or death, and whether your customers would be obligated to indemnify you
against any such claims;
• Clarify your insurance coverage  with respect to any liabil ity related to any resulting
negative environmental effects; and
• Provide further detail on the risks for which you are insured for your offshore
operations.

17. In this regard, discuss what remediation plan s or procedures you have  in place to deal
with the environmental impact that would occur in the event of an oil spill or leak from
your offshore operations.
 18. On July 12, 2010, the Bureau of Energy Management, Regulation, and Enforcement, issued a moratorium that applies to all drilling operations that use subsea blowout
preventers (BOP) or surface BOPs on floati ng facilities.  We note your disclosure at
various points in management’s discussion a nd analysis, liquidity discussion and updated
risk factor concerning the imp act of this moratorium.  Spec ifically, you disclose that the
moratorium significantly reduced the deepwate r completion fluids market and slowed the
permitting of new drilling activity and plug and abandonment work in the Gulf of Mexico. With a view towards possible disclosu re, please quantify for us the impact that
the moratorium and increased safety inspec tion and certification re quirements have had
or will have on your results of operations  for the remainder of fiscal 2010.
 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

Mr. Stuart M. Brightman
TETRA Technologies, Inc. September 28, 2010 Page 7  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.
 You may contact Paul Monsour  at (202) 551-3360 or Karl Hiller, Accounting Branch
Chief, at (202) 551-3686 if you have any que stions regarding comments on the financial
statements and related matters.  Please contac t Kevin Dougherty at (202)  551-3271 or Alexandra
M. Ledbetter at (202) 551-3317 w ith any other questions.  If you require further assistance, you
may contact the undersigned at (202) 551-3740.          S i n c e r e l y ,
 H. Roger Schwall
Assistant Director

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    March 22,
2010

    Securities and
Exchange Commission

    100 F Street,
N.E.

    Washington, D.C.
20549

    RE:      TETRA
Technologies, Inc. (File no. 1-13455)

    Proxy Statement and Related Materials
for

    2010 Annual Meeting of
Stockholders

    Ladies and
Gentlemen:

    Transmitted herewith for filing under the
Securities Exchange Act of 1934, as amended, is TETRA Technologies, Inc.’s
Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and
2007 Long Term Incentive Compensation Plan (the “Plan”). These materials will be
made available to stockholders of TETRA Technologies, Inc. (the “Company”) on or
about March 22, 2010. The Notice of Internet Availability of Proxy Materials
will be filed separately as definitive additional materials, and will be mailed
to stockholders of the Company on or about March 22, 2010.  These
filings will be effected through the EDGAR electronic filing
system.

    The Company expects to file a registration
statement on Form S-8 by May 17, 2010 with respect to shares that may be issued
under the Plan.

    If any questions should arise in connection
with this submission, please contact the undersigned at (281)
364-2241.

    Very Truly Yours,

    /s/Bass C. Wallace,
Jr.

    Bass C. Wallace, Jr.

    General Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        October 29, 2009

Mr. Joseph M. Abell
Chief Financial Officer Tetra Technologies, Inc. 24955 Interstate 45 North The Woodlands, Texas 77380
 Re: Tetra Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
  File No. 001-13455

Dear Mr. Abell   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 ,             Karl Hiller
Branch Chief

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    tticorresp-20091009.htm

October 8, 2009

VIA U.S. MAIL AND EDGAR

Mr. Craig Arakawa

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

TETRA Technologies, Inc.

Form 10-K

Filed March 2, 2009

File No. 001-13455

Dear Mr. Arakawa:

This letter sets forth the response of TETRA Technologies, Inc. (the “Company”) to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 14, 2009 (the “Comment Letter”) with respect to the Company’s
Form 10-K for the year ended December 31, 2008.  For your convenience, we have repeated the Staff’s comment exactly as expressed in the Comment Letter, and set forth below such comment is the Company’s response.

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

Financial Statements

Note J – Commitments and Contingencies, page F-29

1.

We note you disclose that two putative class action lawsuits have been filed against the company and its officers alleging certain violations under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5.  The allegations you disclose include “disseminating false and misleading statements” and “concealing material facts concerning our current and prospective
business and financial results.”

Please provide us with further details of these allegations, identifying the specific aspects of your financial statements and public disclosures which have been alleged to be false and misleading or deficient.  Please explain how or why these allegations originated, in your opinion, based on your understanding, and how you determined that no aspects of your accounting or disclosures warranted further clarification
or revision if true.

Mr. Craig Arakawa

October 8, 2009

Page 2 of 6

Response

Shareholder Actions

As disclosed in the Form 10-K, there were two separate proceedings pending against the Company and certain of our directors and officers at the time the Form 10-K was filed.  Two putative class action complaints were filed in the United States District Court for the Southern District of Texas (Houston Division) against
the Company and certain officers which have been consolidated as In re TETRA Technologies, Inc. Securities Litigation, No. 4:08-cv-0965 (S.D. Tex) (the “Federal Securities Action”).  Two petitions were also filed by alleged stockholders in the District Courts of Harris County, Texas, 133rd and 113th Judicial Districts, purportedly on behalf of the Company, which have been consolidated as In
re TETRA Technologies, Inc. Derivative Litigation, Cause No. 2008-23432 (133rd Dist. Ct., Harris County, Texas) (the “State Derivative Action” and together with the Federal Securities Action, the “Stockholder Actions”).  The Company advises the SEC that on September 18, 2009, another petition was filed by an alleged stockholder, purportedly on behalf of the Company, in the 113th District Court in Harris County, Texas.  As this action has been filed
only recently, the following does not address any of the claims or allegations asserted in such petition.  The Company expects that this action will be consolidated with the State Derivative Action.

Subsequent to the filing of the Form 10-K, on July 9, 2009, the Court in the Federal Securities Action, in response to the defendants’ Motion to Dismiss, issued an opinion dismissing, without prejudice, all of the claims in the lawsuit except for the allegations regarding the disclosures and accounting pertaining to the collectability
of certain insurance receivables for which the plaintiffs are permitted to proceed on their allegations.  This opinion from the Court was disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, which was filed on August 10, 2009.  On September 8, 2009, the plaintiffs in the State Derivative Action filed a consolidated petition which makes factual allegations similar to the surviving allegations in the Federal Securities Action.

Because the surviving claim in each of the Stockholder Actions is substantially the same, the following response will be applicable to both the Federal Securities Action and the State Derivative Action.  As stated in the Company’s Annual Reports and Quarterly Reports, the Company believes that the allegations made in the Federal
Securities Action and the State Derivative Action are without merit, and the Company intends to vigorously defend against these actions.

Allegations

As disclosed in the Form 10-K, the plaintiffs have asserted that the defendants have made false and misleading statements and/or concealed material facts regarding the Company’s performance which artificially inflated the Company’s stock price thereby allowing the individual defendants to sell their personally-held shares
for a substantial gain.  As noted above, the Court has dismissed, without prejudice, all claims in the Federal Securities Action except for the allegations regarding the insurance receivables.  Under this surviving claim, the plaintiffs allege that the defendants misrepresented the likelihood of the collection of insurance receivables for hurricane-related repairs when management knew the claims would not be covered by insurance, either because the claims exceeded policy limits or because
the insurers had denied the claims.  The plaintiffs allege that the Company continued to record these expenses on its books as receivables.

Mr. Craig Arakawa

October 8, 2009

Page 3 of 6

Alleged Misstatements

In support of their allegations regarding the improper disclosures and accounting relating to the insurance receivables, the plaintiffs assert that numerous disclosures made by the defendants during the Class Period (November 3, 2006 through October 16, 2007) as well as the financial statements filed by the Company during the Class Period
were false, misleading or deficient.  In the pleadings, the plaintiffs identified the following disclosures and filings as including one or more alleged misstatements or omissions.  The Company advises the SEC that the plaintiff’s pleadings assert that the disclosures and filings listed below repeatedly reflected many of the same alleged misstatements or omissions supporting the plaintiff’s allegations relating to the insurance receivables and that the specific details of each
alleged misstatement or omission are too numerous to fully restate in this response letter.

1. The third quarter 2006 earnings release issued by the Company on November 3, 2006.

2. The press release issued by the Company on January 3, 2007, announcing earnings guidance for 2007 and estimated 2006 financial results and the conference call held on such date to discuss the earnings guidance and estimated results.

3. The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007.

4. The first quarter 2007 earnings release issued by the Company on May 7, 2007, and the conference call held on such date relating to such release.

5. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

6. The second quarter 2007 earnings release issued by the Company on August 3, 2007 and the conference call held on such date relating to such release.

7. The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 9, 2007.

8. In addition to the alleged misstatements or omissions relating to the Company’s financial statements which were asserted by the plaintiffs in connection with their allegations relating to the Company’s disclosures in its
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, the plaintiffs broadly assert that the Company’s financial statements included in such filings were not in accordance with generally accepted accounting principles (“GAAP”).  With respect to the surviving claim, the plaintiffs allege that the Company did not properly account for a loss contingency relating to the insurance recoveries in accordance with FASB Statement No. 5.

Mr. Craig Arakawa

October 8, 2009

Page 4 of 6

Origination of Allegations

The Company respectfully submits that it lacks sufficient information or knowledge to state with any certainty how or why the allegations originated.  Based solely upon the pleadings included in the Stockholder Actions, it is assumed that the allegations arose as a result of the decline in the Company’s stock price during
the Class Period and the sales by certain individual defendants of their personally-held shares of the Company’s stock, as disclosed on Forms 4.  The Company respectfully submits that any further speculation as to how or why the allegations arose would be inappropriate.

Company Accounting and Disclosures

The Company maintains that its disclosures and accounting during the Class Period were proper based upon the facts and circumstances known to it at the times the disclosures were made and the financial information was disclosed.  Despite the allegations of the plaintiffs, the Company respectfully submits that (i) in each case,
the Company’s disclosures were appropriate and its financial statements and related footnotes were presented in accordance with GAAP, and (ii) the disclosures and financial statements each reflected the impact of any changes in circumstances as they were known at the time.  As the claim relating to the insurance recoveries is the only surviving claim, the following will address the Company’s accounting and disclosures relating to the anticipated insurance recoveries.

The Company recognizes anticipated insurance recoveries when it believes it is probable that the amounts will be recoverable.  Any recognition of anticipated insurance recoveries is used to offset the original charge to which the insurance relates.  The Company considers numerous factors in making its determination of
anticipated insurance recoveries.  These include, among other things, discussions with the insurance companies, the Company’s history of collecting insurance receivables, and its assessment of the type of damage incurred and whether such damage appears to be coverable under its insurance policies.  By their nature, such assessments are subject to judgment.  The Company has a long history of fully collecting insurance recoveries and initially had no reason to believe that these
claims would be any different.  As such, the Company initially recognized anticipated insurance recoveries of which it eventually collected a significant portion.

With respect to the Company’s claims for reimbursement of the hurricane-related costs in question in the lawsuits, as the Company began to determine the effect of the damages suffered in Hurricanes Katrina and Rita, which occurred in August and September 2005, respectively, the Company began making disclosures of such damages commencing
with the Form 10-Q for the period ended September 30, 2005.  Beginning with the Form 10-K for the year ended December 31, 2005, which was filed March 16, 2006, the Company modified its disclosure to provide an estimate of the range of costs expected to be incurred in its repair of damaged platforms and well intervention and debris removal work to be performed on the destroyed platforms.  Such disclosures were updated in the Company’s subsequent periodic reports, including:  the
2006 first quarter Form 10-Q, filed May 10, 2006; the 2006 second quarter Form 10-Q, filed August 9, 2006; the 2006 third quarter Form 10-Q, filed November 9, 2006; the 2006 Form 10-K, filed March 1, 2007; the 2007 first quarter Form 10-Q, filed May 10, 2007; the 2007 second quarter Form 10-Q, filed August 9, 2007; and the 2007 third quarter Form 10-Q, filed November 9, 2007.

Mr. Craig Arakawa

October 8, 2009

Page 5 of 6

In the 2006 second quarter Form 10-Q, the Company initially disclosed that in June 2006, the underwriters had questioned whether there was additional coverage provided for the cost of debris removal associated with the destroyed platforms under a policy endorsement obtained by the Company in August 2005.  The Company disclosed that
while it believed that these debris removal costs would be covered under the policy, it was possible that all or a portion of these costs may not be reimbursed.  Also in the 2006 second quarter Form 10-Q, the Company disclosed that the underwriters had indicated that they did not have sufficient information to conclude that all well intervention costs would qualify as covered costs and that the Company was continuing to submit documentation to the claims adjusters as requested.

In the 2006 third quarter Form 10-Q, the Company disclosed that in September 2006, the Company’s insurance claims adjuster had advised the Company that the underwriters did not yet have sufficient information to conclude that well intervention costs for certain of the damaged wells would qualify as covered costs, and that the underwriters
questioned whether certain of the costs incurred would be covered under the policy.  In each subsequent Form 10-Q or Form 10-K filing throughout the remainder of 2006 and 2007, the Company provided updated information, as appropriate, related to the questioned costs.  In addition, the Company continued to update its disclosures of the amount of costs incurred, the estimated range of remaining costs to be incurred, and the amount of insurance claim reimbursement proceeds received.  In
many cases, costs which were originally questioned by the Company’s adjusters and underwriters were later reimbursed to the Company, and the Company continued to believe that the majority of the remaining costs incurred and included in accounts receivable were probable of collection.  Through its ongoing discussions with its insurers, whenever the Company determined that a portion of its expected insurance recoveries was not probable of collection, it appropriately wrote off the corresponding
amount of the anticipated insurance recoveries, and these adjustments and charges to earnings were disclosed.

After continuing to provide requested information to the underwriters, broker, and insurance adjuster, and having not received the requested reimbursement for the contested costs, during the fourth quarter of 2007 the Company made the determination that the insurers were no longer considering the questioned claims but instead were planning
on denying these claims.  On November 16, 2007, the Company filed a lawsuit against the underwriters, broker, and insurance adjuster in a further attempt to collect the reimbursements.  While the Company continues to believe these costs are covered costs pursuant to the policy, during the fourth quarter of 2007, the Company reversed a majority of its anticipated insurance recoveries since the amount and timing of further reimbursements had become indeterminable following the filing of the
lawsuit, and no longer qualified as probable of collection under GAAP.  As previously disclosed by the Company, the lawsuit is set for trial in October 2009.

In addition to the foregoing disclosures in the Company’s Form 10-Qs and Form 10-Ks, the disclosure of any significant charges to earnings associated with unreimbursed insurance receivables were also disclosed in the Company’s press releases on August 3, 2007, October 16, 2007, November 5, 2007, January 14, 2008 and February 26,
2008; Current Report on Form 8-K filed January 14, 2008; and Quarterly Reports on Form 10-Q for the second and third quarters of 2007.

* * * * * * *

Mr. Craig Arakawa

October 8, 2009

Page 6 of 6

The Company acknowledges 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 an

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    tticorresp-20090925.htm

September 25, 2009

VIA U.S. MAIL AND EDGAR

Mr. Craig Arakawa

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

TETRA Technologies, Inc.

Form 10-K

Filed March 2, 2009

File No. 001-13455

Dear Mr. Arakawa:

We acknowledge receipt of the Securities and Exchange Commission’s letter dated September 14, 2009 with respect to the Form 10-K filed by TETRA Technologies, Inc. (the “Company”) for the year ended December 31, 2008.  Per your discussion with our counsel, Bill McDonald, this letter is to inform you that we are
not able to respond to the comment letter by the initial deadline and request additional time to respond to the comment letter.  We expect to file our response no later than October 9, 2009.

Please do not hesitate to contact the undersigned at (281) 364-2241 or Bill McDonald, Andrews Kurth LLP, at (713) 220-4813 if you have any questions.

                    Sincerely,

                       /s/Bass
C. Wallace, Jr.

                    Bass
C. Wallace, Jr.

                    General
Counsel & Secretary

cc:           Karl Hiller, Branch Chief, Securities and Exchange Commission

Joe Abell, TETRA Technologies, Inc.

Bill McDonald, Andrews Kurth LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        September 14, 2009

Mr. Joseph M. Abell
Chief Financial Officer Tetra Technologies, Inc. 24955 Interstate 45 North The Woodlands, Texas 77380
 Re: Tetra Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
  File No. 001-13455

 Dear Mr. Abell:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  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.     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.

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

Financial Statements

Note J – Commitments and Contingencies, page F-29
 1. We note you disclose that two putative class action lawsuits have been filed against the company and its officers alleging certain violations under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5.  The allegations you disclose include “disseminating false and misleading statements”

Mr. Joseph M. Abell
Tetra Technologies, Inc.
September 14, 2009 Page 2

and “concealing material facts concerning our current and prospective business and financial results.”    Please provide us with further details of these allegations, identifying the specific aspects of your financial statements and public disclosures which have been alleged to be false and misleading or defi cient   Please explain how or why these
allegations originated, in your opinion, based on your understanding, and how you determined that no aspects of your accounting or disclosures warranted further clarification or revision if true.
  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.    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. Joseph M. Abell
Tetra Technologies, Inc. September 14, 2009 Page 3

You may contact Craig Arakawa at (202) 551-3650, if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

Mail Stop 3561

            October 4, 2007

By Facsimile and U.S. Mail

 Joseph M. Abell Senior V.P. and Chief Financial Officer TETRA Technologies, Inc. 25025 I-45 North Suite 600 The Woodlands, TX 77380
 Re: TETRA Technologies, Inc.  Form 10-K for Fiscal Year Ended December 31, 2006  Filed March 1, 2007            File No. 1-13455
Dear Mr. Abell:

 We have completed our review of your Form 10-K and have no further comments
at this time.            S i n c e r e l y ,             M i c h a e l  M o r a n          A c c o u n t i n g  B r a n c h  C h i e f

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Cover

  October
    2, 2007

  Securities
    and Exchange Commission

     Division of Corporate Finance

     100 F Street N.E.

     Washington D.C. 20549-3561

     Attn: Michael Moran

    Re: TETRA Technologies, Inc.

    Form 10-K for the year ended December 31, 2006

    File No. 1-13455

  And
    our letter to you dated September 24, 2007 (the "Letter")

  Dear
    Mr. Moran:

  With
    regard to the Letter, TETRA Technologies, Inc. (the “Company”)
    hereby acknowledges that:

  • The Company
    is responsible for the adequacy and accuracy of the disclosure in the filing;

  • Comments from
    the staff (the “Staff”) of the Securities and Exchange Commission
    (the “Commission”) 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.

  Should you have any
    questions or comments, please call the undersigned at (281) 364-2241 or Bill
    McDonald at Andrews Kurth LLP at (713) 220-4813. We would appreciate the opportunity
    to confer with the Staff before its response and/or the issuance of any additional
    comments.

  Very truly yours,

  /s/Bass
    C. Wallace, Jr.

  Bass
    C. Wallace, Jr.

  General
    Counsel & Secretary

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Response to Comment Letter

  MEMORANDUM

  FORM
    10-K FOR THE YEAR ENDED DECEMBER 31, 2006

  Contractual
    Obligations and Other Commitments, page 40

  1. In future filings
    please revise the tabular disclosure to include the estimated interest payments
    on long-term debt in the table or as a supplemental footnote. See Item 303(a)
    (5)(ii) of Regulation S-K and Section IV of SEC Release 33-8350.

    Response:

  In future filings,
    the Company will revise its tabular disclosure of contractual obligations
    and other commitments to include the estimated interest payments on long-term
    debt.

  Consolidated
    Balance Sheets, page F-4

  2. If you continue
    to present restricted cash please include a policy note disclosing the nature
    of the restriction and intended purpose for the funds. We notice there is
    relatively little change in the balances presented. If the funds are not intended
    to be used in the near term we would expect them to be excluded from current
    assets. See footnote 1 in paragraph 6 of Chapter 3 of ARB 43.

    Response:

   The restricted cash
    currently reflected on the Company’s balance sheets consists of funds
    related to a third party’s proportionate obligation in the plugging
    and abandonment of a particular oil and gas property operated by the Company’s
    Maritech Resources, Inc. (Maritech) subsidiary. This cash will remain restricted
    until such time as the associated plugging and abandonment project is completed.
    The associated liability for this plugging and abandonment project is included
    in current liabilities, as the work was estimated to be performed during 2007.
    In future filings, to the extent the Company has restricted cash which has
    yet to be applied to the completed plugging and abandonment project, the Company
    will include as part of its Significant Accounting Policies footnote a description
    of the purpose of the restricted cash and the nature of the restriction. The
    Company will also continue to classify such restricted cash as either current
    or long-term asset as appropriate based upon the timing of the Company’s
    expected usage of such restricted cash.

  1

  Consolidated
    Statement of Operations, page F-6

  3. Please tell us
    whether your rental revenues exceeded 10% of total revenues. See Regulation
    S-X Rule 5-03.01.

  Response:

   For the year ended
    December 31, 2006, rental revenues amounted to approximately 6.97% of total
    consolidated revenues. The Company will continue to monitor the level of rental
    revenues in the future and its compliance with Rule 5-03(b).

    Notes to Consolidated Financial Statements, page F-9

  Gas
    Balancing, page F-12

  4. If the receivable
    is recorded under the entitlement method please disclose if it is valued at
    the lower of: (a) the price in effect at the time of production, (b) current
    market price, or (c) if applicable, contract price.

    Response:

  The
    Company’s gas balancing receivables are associated with its Maritech
    subsidiary, which acquires mature oil and gas producing properties. Accordingly,
    gas balancing receivables generally represent balancing positions associated
    with acquired properties, and are initially valued at fair value based on
    expected actual future cash flows to be received. Changes in gas balancing
    receivables are recorded based on volumes over- or underproduced compared
    to Maritech’s entitled share, and are valued at the lower of the price
    in effect at time of production, current market price, or contract price,
    if applicable. In future filings, the Company proposes to revise its existing
    disclosure as follows:

  Gas
    Balancing

    As part of its acquisitions of producing properties, Maritech has acquired
    gas balancing receivables and payables related to certain properties. Maritech
    allocates value for any acquired gas balancing positions using estimated amounts
    expected to be received or paid in the future. Amounts related to under-produced
    volume positions acquired are reflected as assets and amounts related to overproduced
    volume positions acquired are reflected as liabilities. At December 31, 2006
    and 2005, the Company reflected a gas balancing receivable of $3.3 million
    and $3.2 million, respectively, in accounts receivable or other long-term
    assets and a gas balancing payable of $6.9 million and $3.1 million, respectively,
    in accrued liabilities or other long-term liabilities. Following the acquisition
    of a property, Maritech accounts for gas sales revenue from such property
    based on its entitled share of total monthly production, with any monthly
    over- or under-production taken as an adjustment to the gas balancing receivable
    or payable, valued at the lower of the price in effect at time of production,
    current market price, or contract price, if applicable.

	2

  Environmental
    Liabilities, page F-14

  5. You disclose that
    you accrue loss estimates when both criteria in paragraph 8 of SFAS No. 5
    are met. You do not address your policy with respect to disclosure of losses
    in excess of amounts recorded when there is a reasonable possibility that
    additional loss may have been incurred. See paragraphs 13 through 16 of SOP
    94-6. Please expand your policy to include this as well as disclose the underlying
    judgments and assumptions considered by management when assessing the measurement
    and recognition of recorded and unrecorded environmental remediation liabilities.
    See the bullet points in Question 2 to SAB Topic 5Y. Please include an example
    of your revised disclosures in your response.

  Response:

  The
    Company has reviewed and given due consideration of the disclosure provisions
    of paragraph 8 of SFAS No. 5, paragraphs 13 through 16 of AICPA SOP 94-6,
    and Question 2 to SAB Topic 5Y. Set forth below are the Company’s proposed
    revisions to its Significant
    Accounting Policy footnote discussion of environmental liabilities. With respect
    to the judgments and assumptions considered by management when assessing the
    measurement and recognition of recorded and unrecorded environmental remediation
    liabilities, the revised disclosure reflects the material factors which are
    considered relevant to the Company’s circumstances. Please also refer
    to Note J – Commitments and Contingencies on page F-27 of its Form 10-K,
    which includes a more specific discussion of the Company’s existing
    environmental liability, in which the range of reasonably possible future
    costs is disclosed. In light of this additional disclosure in Note J, and
    the low materiality level of the Company’s possible environmental exposure,
    the Company respectfully requests that the revised disclosure below be incorporated
    into future filings, beginning with its September 30, 2007 Form 10-Q, rather
    than amending its previous Form 10-K.

  Environmental
    Liabilities

    Environmental expenditures which result in additions to property and equipment
    are capitalized, while other environmental expenditures are expensed. Environmental
    remediation liabilities are recorded on an undiscounted basis when environmental
    assessments or cleanups are probable and the costs can be reasonably estimated.
    Estimates of future environmental remediation expenditures often consist
    of a range of possible expenditure amounts, a portion of which may be in excess
    of amounts of liabilities recorded. In this instance, the Company discloses
    the full range of amounts reasonably possible of being incurred. Any changes
    or developments in environmental remediation efforts are accounted for and
    disclosed each quarter as they occur. These costs are adjusted as further
    information develops or circumstances change. Any recoveries of environmental
    remediation costs from other parties are recorded as assets when their receipt
    is deemed probable.

    Complexities involving environmental remediation efforts can cause the
    estimates of the associated liability to be imprecise. Factors which cause
    uncertainties regarding the estimation of future expenditures include, but
    are not limited to, the effectiveness of the anticipated work plans in achieving
    targeted results and changes in the desired remediation methods and outcomes
    as prescribed by regulatory agencies. Uncertainties associated with environmental
    remediation contingencies are pervasive and often result in wide ranges of
    reasonably possible outcomes. Estimates developed in the early stages of remediation
    can vary significantly. Normally, a finite estimate of cost does not become
    fixed and determinable at a specific point in time. Rather, the costs associated
    with environmental

	3

	remediation become estimable as the work is performed and
    the range of ultimate cost becomes more defined. It is possible that cash
    flows and results of operations could be materially affected by the impact
    of the ultimate resolution of these contingencies.

    Revenue Recognition, page F-14

 6. We note
    that you recognize revenues based upon the percentage of completion method.
    Please provide the disclosures required by Regulation S-X Rule 5-02.3(c).

    Response:

   Revenues
    recognized under the percentage of completion method of accounting are related
    to certain turnkey contracts of the Company’s well abandonment and decommissioning
    businesses, which generally consist of short-term projects of two to three
    months in length. Accounts receivable from accrued percentage of completion
    revenues totaled approximately $8,617,000 as of December 31, 2006, or approximately
    3.54% of consolidated receivables (1.10% of consolidated revenues). The Company
    did not consider the foregoing amount to be material and accordingly did not
    include the disclosures
    under Rule 5-02.3(c). Such accrued amounts are generally not billable to the
    customer until such time as the project is completed.

  In future
    filings, in the event accrued percentage of completion revenues are material,
    the Company will include a revised disclosure similar to the following:

    Revenue Recognition

    Revenues are recognized when finished products are shipped or services have
    been provided to unaffiliated customers and only when collectibility is reasonably
    assured. Sales terms for the Company’s products are FOB shipping point,
    with title transferring at the point of shipment. Revenue is recognized at
    the point of transfer of title. The Company recognizes oil and gas revenues
    from its interests in producing wells as oil and natural gas is produced and
    sold from those wells and includes such revenues in product sales revenues.
    Oil and natural gas sold is not significantly different from the Company’s
    share of production.

    With regard to turnkey contracts, revenues are recognized on the percentage-of-completion
    method based on the ratio of costs incurred to total estimated costs at completion.
    Total project revenue and cost estimates for turnkey contracts are reviewed
    periodically as work progresses, and adjustments are reflected in the period
    in which such estimates are revised. Provisions for estimated losses on such
    contracts are made in the period such losses are determined. As of December
    31, 2006, accrued and unbilled revenues pursuant to turnkey contracts accounted
    for under the percentage-of-completion method and included in accounts receivable
    totaled $8.6 million. All of these amounts included in accounts receivable
    are expected to be collected within one year. A portion of the Company’s
    well abandonment and decommissioning services operations are provided pursuant
    to turnkey contracts, and generally such projects are completed within six
    months of inception. Revenues are generally not billable to customers until
    after each project is completed.

  Note
    D – Acquisitions and Dispositions, page F-18

  7. We note
    that you have not provided pro forma information with respect to your acquisitions
    that you closed in the most recent fiscal year. Please confirm to us that
    the

	4

	pro forma results of operations for 2006 would not have been materially
    different from actual historical results of operations. See SFAS 141 paragraph
    54.

  Response:

  The Company’s
    two most significant acquisitions during 2006 were consummated during the
    first quarter of the year. Accordingly, pro forma results of operations, assuming
    all acquisitions were consummated as of January 1, 2006, would not be materially
    different (less than 2% increase in net income) from actual results.

	5

Mail Stop 3561
        September 13, 2007

Joseph M. Abell
Senior VP and CFO
TETRA Technologies, Inc.
25025 Interstate 45 North, Suite 600
The Woodlands, TX 77380

Re: TETRA Technologies, Inc.
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 1-13455

Dear Mr. Abell:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Contractual Obligations and Other Commitments, page 40

1. In future filings please revise the tabu lar disclosure to include the estimated
interest payments on long-term debt in the table or as a supplemental footnote.
See Item 303 (a)(5)(ii) of Regulation S- K and Section IV of SEC Release 33-
8350.

Joseph M. Abell
TETRA Technologies, Inc.
September 13, 2007 Page 2
Consolidated Balance Sheets, page F-4

2. If you continue to present restricted cas h please include a policy note disclosing
the nature of the restriction and intended  purpose for the funds.  We notice there is
relatively little change in the balances pr esented.  If the funds are not intended to
be used in the near term we would e xpect them to be excluded from current
assets.  See footnote 1 in paragr aph 6 of Chapter 3 in ARB 43.

Consolidated Statement of Operations, page F-6

3. Please tell us whether your rental revenues exceeded 10%  of total revenues.  See
Regulation S-X Rule 5-03.01.
Notes to Consolidated Financial Statements, page F-9
Gas Balancing, page F-12

4. If the receivable is recorded under the en titlement method please disclose if it is
valued at the lower of: (a ) the price in effect at the time of production, ( b) current
market price, or ( c) if applicable, contract price.

Environmental Liabilities, page F-14

5. You disclose that you accrue loss estima tes when both criteria in paragraph 8 of
SFAS No. 5 are met.  You do not address your  policy with respect to disclosure of
losses in excess of amounts recorded when  there is a reasonably possibility that
additional loss may have been incurre d.  See paragraphs 13 through 16 of SOP
94-6.   Please expand your policy to include this as well as disclose the underlying judgments and assumptions considered  by management when assessing the
measurement and recognition of reco rded and unrecorded environmental
remediation liabilities.  See the bullet points in Question 2 to SAB Topic 5Y.
Please include an example of your re vised disclosures in your response.

Revenue Recognition, page F-14

6. We note that you recognize revenues ba sed upon the percentage of completion
method.  Please provide the disclosure s required by Regulation S-X Rule 5-
02.3(c).

Note D – Acquisitions and Dispositions, page F-18

7. We note that you have not provided pro fo rma information with respect to your
acquisitions that you closed in the most rece nt fiscal year.  Please confirm to us

Joseph M. Abell
TETRA Technologies, Inc.
September 13, 2007 Page 3
that the pro forma results of operations for 2006 would not have been materially
different from actual historical results of operations.  See SFAS 141 paragraph 54.

 As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will re spond.  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 comm ents after reviewing your amendment and
responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3841.

       S i n c e r e l y ,

       M i c h a e l  M o r a n
       B r a n c h  C h i e f