November 10, 2005

Mr. Kenneth V. Huseman
President
Basic Energy Services, Inc.
400 W. Illinois, Suite 800
Midland, Texas 79701

      Re:	Basic Energy Services, Inc.
      	Amendment No. 2 to Registration Statement on Form S-1
      Filed November 4, 2005
      File No. 333-127517

Dear Mr. Huseman:

      We have reviewed your filing and response letter dated
November
4, 2005 with attachments and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1

Note 8, Manadatorily Redeemable Preferred Stock and Stockholders`
Equity, F1-27

1. We note your restatement related to your accretion of preferred
stock discount, although the justification for the variation in
your
common stock value used on October 3, 2003 for the conversion of
your
preferred shares and the acquisition of FESCO is unclear.  Please
demonstrate how your internal stock valuation of $4.63 per share
is
more representative of the fair value of your common stock than
the
$5.16 value in the arms length transaction of your acquisition of
FESCO on October 3, 2003.
FESCO Holdings Inc

Report of Independent Auditors, page F2-1

2. Please reconcile the period that you indicated you audited,
being
the year ended December 31, 2002 to the periods that you indicate
were
audited by other auditors.  We note that you refer to periods as
of
December 31, 2002 and 2001.  This does not agree to the periods
specifically identified in the independent audit report on page
F2-20.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with a
marked
copy of the amendment to expedite our review.  Please furnish a
cover
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.


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

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

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

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

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

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

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

      You may contact Jonathan Duersh at (202) 551-3719 or Jill
Davis,
Branch Chief, at (202) 551-3683 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Jason Wynn at (202) 551-3756 or Timothy Levenberg, Special
Counsel, at (202) 551-3707 with any other questions.  Direct all
correspondence to the following ZIP code:  20549-7010.

							Sincerely,


							H. Roger Schwall
							Assistant Director
cc:	J. Duersh
	J. Davis
      J. Wynn
	T. Levenberg
      D. Buck
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Mr. Kenneth V. Huseman
Basic Energy Services, Inc.
November 10, 2005
page 1



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

         DIVISION OF
CORPORATION FINANCE
     MAIL STOP 7010