July 12, 2005
Munawar H. Hidayatallah
Chairman and Chief Executive Officer
Allis-Chalmers Energy Inc.
5075 Westheimer Road, Suite 890
Houston, TX 77056
Re: Allis-Chalmers Energy Inc.
Preliminary Proxy Statement on Schedule 14A
File No. 1-02199
Dear Mr. Hidayatallah:
This is to advise you that we reviewed only those portions
of
the above filing that relate to the following comments. No
further
review of the filing has been or will be made.
Where indicated, we think you should revise your documents
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Proxy Statement
1. We note your response to prior comment 2 that the acquisition
that
was the subject of your letter dated May 10, 2005 "is currently
being
discussed" and "therefore, it is not probable." We do not
necessarily
believe that because an acquisition is still being discussed and
the
purchase price and nature of the consideration have not been
finalized, it is not "probable" as contemplated by Rule 3-05 of
Regulation S-X. Tell us, in reasonable detail, what specific
events
have transpired regarding this potential acquisition, including:
* Whether a letter of intent has been signed
* What specific items are being negotiated
Provide us a detailed analysis of whether the acquisition is
probable
as discussed in FRC 506.02(c)(ii). If the acquisition is
determined
to be probable, provide all required disclosures, including the
disclosures we requested in our letter dated June 1, 2005 in the
proxy
statement and in the current registration statement on Form S-1.
Please provide us with a supplemental response that
addresses
our comment and notes the location of any corresponding revisions
made
in your filing. Please also note the location of any material
changes
made for reasons other than responding to our comments. Please
file
your supplemental response on EDGAR as a correspondence file. We
may
raise additional comments after we review your responses and
amendment.
To expedite our review, you may wish to provide complete
packages to each of the persons named below. Each package should
include a copy of your response letter and any supplemental
information, as well as the amended filing, marked to indicate any
changes.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require. 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 direct questions regarding accounting comments to
Bret Johnson at (202) 551-3753, or in his absence, to Anne
McConnell
at (202) 551-3709. Please direct all other questions to Brigitte
Lippmann at (202) 551-3713. You may also call the undersigned
Branch
Chief at (202) 551-3767, who supervised the review of your filing.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Joseph P. Bartlett, Esq.
Greenberg Glusker Fields Claman Machtinger & Kinsella LLP
1900 Avenue of the Stars, 21st Floor
Century City, CA 90067
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Munawar H. Hidayatallah
Allis-Chalmers Energy Inc.
July 12, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE