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<SEC-DOCUMENT>0000950134-08-021862.txt : 20090303
<SEC-HEADER>0000950134-08-021862.hdr.sgml : 20090303
<ACCEPTANCE-DATETIME>20081209154737
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000950134-08-021862
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20081209

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PATTERSON UTI ENERGY INC
		CENTRAL INDEX KEY:			0000889900
		STANDARD INDUSTRIAL CLASSIFICATION:	DRILLING OIL & GAS WELLS [1381]
		IRS NUMBER:				752504748
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		4510 LAMESA HWY
		STREET 2:		P O DRAWER 1416
		CITY:			SNYDER
		STATE:			TX
		ZIP:			79549
		BUSINESS PHONE:		9155731104

	MAIL ADDRESS:	
		STREET 1:		P O DRAWER 1416
		CITY:			SNYDER
		STATE:			TX
		ZIP:			79550

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PATTERSON ENERGY INC
		DATE OF NAME CHANGE:	19940228
</SEC-HEADER>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">December&nbsp;9, 2008
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>VIA EDGAR</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Securities and Exchange Commission<BR>
Division of Corporation Finance<BR>
100 F Street, N.E.<BR>
Mail Stop 7010<BR>
Washington, D.C. 20549<BR>
Attention: H. Roger Schwall

</DIV>
<DIV align="center">
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD align="left" valign="top">&nbsp;Re:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Patterson-UTI Energy, Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form&nbsp;10-K for Fiscal year Ended December&nbsp;31, 2007</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed February&nbsp;19, 2008</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">File No.&nbsp;0-22664</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Dear Mesdames and Sirs:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;By letter dated November&nbsp;25, 2008, Patterson-UTI Energy, Inc. (the &#147;Company&#148;) received the
Staff&#146;s comments relating to the Company&#146;s Annual Report on Form 10-K for the year ended December
31, 2007. The following numbered paragraphs repeat the comments for your convenience, followed by
our responses to those comments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Risk Factors, page 9</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Revise to identify the material risks you face, and eliminate any suggestion from the
introductory paragraph that this section does not constitute a complete description of the material
risk factors. For example, it is inappropriate to refer the reader in general terms to risks
described &#147;elsewhere in this report.&#148;</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully advise the Staff that the risks identified are those that we currently
believe to be material. In future filings we will modify the introductory paragraph to the
&#147;Risk Factors&#148; section to indicate that the risks identified are those which we believe to
be material at the time of such filings, and we will remove the reference to risks
described &#147;elsewhere in this report.&#148; The disclosure below represents how the introductory
paragraph to the &#147;Risk Factors&#148; section of the Company&#146;s Annual Report on Form 10-K for the
year ended December&nbsp;31, 2007 (the &#147;2007 10-K&#148;) would have been presented after addressing
the Staff&#146;s comments herein:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should consider each of the following factors as well as the other
information in this Report in evaluating our business and our prospects.
The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we
currently consider immaterial may also impair our business operations. If
any of the following risks actually occur, our business and financial
results could be harmed. You should also refer to the other information
set forth in this Report, including our financial statements and the
related notes.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Management&#146;s Discussion and Analysis, page 19</B></U>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>2. Expand your disclosure of the embezzlement to quantify the total amount embezzled and to
state when it occurred and when it was discovered. We note the related disclosure at page
F-13.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully acknowledge the Staff&#146;s comment, and in future filings we will expand
our disclosure of the embezzlement in the Management&#146;s Discussion and Analysis of Financial
Condition and Results of Operations (&#147;MD&#038;A&#148;) section of the Company&#146;s Annual Report on Form
10-K. The disclosure below represents the additional disclosure that would have been
presented in the MD&#038;A section of the 2007 10-K after addressing the Staff&#146;s comments
herein:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November&nbsp;2005, we discovered that our former Chief Financial Officer, Jonathan D.
Nelson (&#147;Nelson&#148;), had fraudulently diverted approximately $77.5&nbsp;million in Company funds
for his own benefit from 1998 through 2005. As a result, the Audit Committee of the Board
of Directors commenced an investigation into Nelson&#146;s activities and retained independent
counsel and independent forensic accountants to assist with the investigation. Nelson has
been sentenced and is serving a term of imprisonment arising out of his embezzlement. A
receiver was appointed to take control of and liquidate the assets of Nelson. In May&nbsp;2007,
the court approved a plan of distribution for the assets recovered by the receiver. We
expect to recover a total of approximately $44.5&nbsp;million pursuant to the approved plan, and
we recognized this recovery in our consolidated statement of income in 2007, net of
professional fees incurred as a result of the embezzlement. As of December&nbsp;31, 2007, we
had received cash payments from the receiver of approximately $41.2&nbsp;million, with the
remaining $3.3&nbsp;million of the recovery consisting of notes receivable, investments and
other assets that are being transferred to us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Preliminary Proxy Statement on Schedule&nbsp;14A</B></U>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>3. Please confirm in writing that you will comply with the following comments in all future
filings. Provide us also with an example of the disclosure you intend to use in each case.
After our review of your responses, we may raise additional comments.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully confirm to the Staff that we will comply with the following comments
in all future filings. Examples of the disclosure we intend to make are presented below,
where applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Non-Equity Incentive Compensation, page 15</B></U>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>4. The non-equity incentive compensation for 2007 awarded to Messrs.&nbsp;Wall and Moll was
determined at the discretion of the compensation committee, consistent with the target
bonuses specified in their employment offer letters. It does not appear that you have
filed as exhibits the letters or any employment agreements with these officers. Please
file them as exhibits and summarize their terms, including disclosure regarding the target
bonuses. In addition, to the extent that you have entered into employment agreements with
other officers that have not yet been filed, please file them as exhibits and summarize
their terms.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully advise the Staff that in connection with the Company&#146;s offer of
employment to each of Messrs.&nbsp;Wall and Moll, each was given an offer letter that set forth
the terms of such offer, including that such employment would be on an at-will basis. Mr.
Wall&#146;s offer letter was attached as an exhibit to the Company&#146;s Current Report on Form 8-K
filed with the Securities and Exchange Commission (the &#147;SEC&#148;) on March&nbsp;23, 2007, which
disclosed the hiring of Mr.&nbsp;Wall as the Company&#146;s Chief Operating Officer. Mr.&nbsp;Moll&#146;s
offer was not filed with the SEC on or about the time he was hired to become General
Counsel of the Company because such a filing did not appear to be required by Form 8-K.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When the Company filed its 2007 10-K, it did not incorporate Mr.&nbsp;Wall&#146;s offer letter
by reference or file Mr.&nbsp;Moll&#146;s offer letter as an exhibit because the commitments of the
Company in the offer letters, including the agreement to grant equity awards and enter into
indemnity agreements, change in control agreements, and, in the case of Mr.&nbsp;Wall, a
severance agreement, had been satisfied. The severance agreement, the change in control
agreements and the form of indemnity agreement were filed and incorporated by reference in
the 2007 10-K, and the equity awards were disclosed and the agreements were summarized in
the Company&#146;s Definitive Proxy Statement filed on April&nbsp;24, 2008.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The only reference to a target bonus in Mr.&nbsp;Wall&#146;s offer letter stated that his target
bonus for the year ending 2007 would be $800,000, with the actual bonus amount to be
determined by the Compensation Committee and paid at the same time as other senior
executives. The only reference to a target bonus in Mr.&nbsp;Moll&#146;s offer letter stated that
his target bonus for the year ending 2007 would be $100,000. Based upon actual results and
performance achieved, the Compensation Committee determined to pay the target amounts set
forth in the respective offer letters. No officers of the Company have any employment
related agreements that have not been filed as exhibits.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>5. If material, disclose what criteria the Committee uses &#147;in its discretion&#148; to modify the
total bonus and target allocation. Also describe how frequently and in what way this
discretion has been used in the past.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The only historical instance of the Committee using its discretion to modify the total
bonus and target allocation by material amounts relates to bonuses earned for the year
ended December&nbsp;31, 2005. As a result of the discovery during 2005 of the embezzlement
perpetrated by our former Chief Financial Officer and subsequent management changes, the
Committee adjusted bonus amounts paid to certain participants. For that year, bonuses paid
to Messrs.&nbsp;Talbott and Patterson were reduced by $650,000 each and the bonuses paid to
Messrs.&nbsp;Berns and Vollmer were increased by $75,000 and $425,000, respectively, compared to
amounts that would have otherwise been paid out under the plan. These discretionary
adjustments were disclosed in the Company&#146;s Definitive Proxy Statement filed on June&nbsp;12,
2006.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In other prior years, modifications to the total bonus and target allocation have been
immaterial. For 2007 no discretionary adjustments were made. For 2006, discretionary
adjustments totaled approximately $6,000 or 0.1% of the total calculated bonus pool.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully advise the Staff that in future filings we will disclose the criteria
used by the Committee to modify the total bonus and target allocation when this occurs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>6. We note your disclosure in the footnotes to the summary compensation table and grants of
plan-based awards table that the minimum amount of EBITDA needed to trigger payment from
the bonus pool is $400&nbsp;million. Please discuss in this section the amount of EBITDA needed
to achieve the target compensation, including the amount of EBITDA needed to meet the
threshold, target, and maximum amount of compensation. Please also indicate the amount of
EBITDA earned in 2007 and the amount of compensation awarded.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully acknowledge the Staff&#146;s comment, and in future filings we will provide
additional disclosure in the Compensation Discussion and Analysis (&#147;CD&#038;A&#148;) section of our
annual proxy statement. The disclosure below represents how the Non-Equity Incentive
Compensation section of CD&#038;A in our 2007 Proxy Statement would have been presented after
addressing the Staff&#146;s comments herein:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Named Executive Officers have historically received non-equity incentive
compensation in the form of annual cash bonuses designed to put a meaningful portion of
total
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">compensation at risk. In recent years, non-equity incentive compensation for Messrs.
Siegel, Talbott, Vollmer and Berns has been tied to a bonus pool based upon Patterson-UTI&#146;s
EBITDA. The bonus pool would then be allocated among the four officers pursuant to a
pre-determined sharing percentage that reflected a team-based philosophy as well as the
organizational structure of the top management team. The bonus pool and allocation are
subject to modification by the Committee at its discretion. EBITDA has been chosen as the
performance measure for the annual cash bonus because Patterson-UTI believes it is an
important measure of current year financial performance. Non-equity incentive compensation
for Messrs.&nbsp;Wall and Moll during 2007 was determined at the discretion of the Committee,
consistent with the target bonuses specified in their employment offer letters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2007, the bonus pool for Messrs.&nbsp;Siegel, Talbott, Vollmer and Berns, subject to a
minimum threshold of $400&nbsp;million of EBITDA, was two-thirds of one percent of
Patterson-UTI&#146;s EBITDA. The allocation of the bonus pool was as follows: one-third to Mr.
Siegel, one-third to Mr.&nbsp;Talbott, one-sixth to Mr.&nbsp;Vollmer and one-sixth to Mr.&nbsp;Berns. The
Committee did not establish a threshold bonus amount for each such officer; however, the
Grants of Plan-Based Awards table below presents a threshold bonus amount for each such
officer based on an assumed EBITDA of $400&nbsp;million and the allocation formula. EBITDA of
$2.25&nbsp;billion in the case of Messrs.&nbsp;Siegel and Talbott and $4.50&nbsp;billion in the case of
Messrs.&nbsp;Vollmer and Berns would have been needed to achieve the maximum bonus amount of
$5,000,000, which was based on the maximum amount that could be awarded to an individual
under any cash-based performance award granted under the 2005 Plan during a 12-month
period. The Committee did not establish a target bonus amount. The target bonus amount
presented in the Grants of Plan-Based Awards table is calculated for the respective officer
based on Patterson-UTI&#146;s actual EBITDA for the fiscal year ended December&nbsp;31, 2007 and the
allocation formula applied to the bonus pool for distribution.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The aggregate bonus pool paid to Messrs.&nbsp;Siegel, Talbott, Vollmer and Berns for 2007
was $6,132,300 based on Patterson-UTI&#146;s 2007 EBITDA of $919,845,000. Based on the target
allocation above, Mr.&nbsp;Siegel and Mr.&nbsp;Talbott each received $2,044,100 and Mr.&nbsp;Vollmer and
Mr.&nbsp;Berns each received $1,022,050. Consistent with Patterson-UTI&#146;s emphasis on
performance-based compensation, non-equity incentive compensation for 2007 represented a
significant portion of each Named Executive Officer&#146;s total cash compensation from
Patterson-UTI for the year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee has established a target bonus pool for 2008 for Messrs.&nbsp;Siegel, Wall,
Vollmer and Berns, subject to a minimum EBITDA threshold of $400&nbsp;million, of approximately
0.611 of one percent of Patterson-UTI&#146;s EBITDA. The target allocation of the bonus pool,
as a percentage of 2008 EBITDA, is as follows: 0.222 of one percent to Mr.&nbsp;Siegel, 0.167 of
one percent to Mr.&nbsp;Wall, 0.111 of one percent to Mr.&nbsp;Vollmer and 0.111 of one percent to
Mr.&nbsp;Berns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Grants of Plan-Based Awards, page 19</B></U>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>7. In accordance with Item&nbsp;</B><B>402(e)(1)(iii)</B><B> of Regulation&nbsp;S-K, disclose whether dividends are
paid on the restricted stock awards.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We respectfully acknowledge the Staff&#146;s comment, and in future filings we will modify
the disclosure from Footnote 2 to the Grants of Plan-Based Awards Table. The disclosure
below represents how that footnote would have been presented in the 2007 proxy statement
after addressing the Staff&#146;s comments herein:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Shares of restricted stock were awarded pursuant to the 2005 Plan. Ordinary
dividends are paid on unvested shares of restricted stock. The rate at which these
dividends are paid is the same rate at which ordinary dividends are paid on all other
shares of common stock of
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">the Company. The right to receive these dividends has been included in the grant date
fair value of stock awards presented in the table. The shares awarded to Messrs.&nbsp;Talbott,
Vollmer, Siegel and Berns vest over a three year period as follows: one-third on April&nbsp;23,
2008, and the remaining two-thirds in equal monthly installments over the twenty-four
months following April&nbsp;23, 2008. The shares awarded to Mr.&nbsp;Wall vest over a three year
period as follows: one-third on April&nbsp;9, 2008, one-third on April&nbsp;9, 2009 and one-third on
April&nbsp;9, 2010. The shares awarded to Mr.&nbsp;Moll vest over a three year period as follows:
one-third on February&nbsp;12, 2008, one-third on February&nbsp;12, 2009 and one-third on February
12, 2010.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">The Company acknowledges that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>it is responsible for the adequacy and accuracy of the disclosure in the filing;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please do not hesitate to call me at (214)&nbsp;360-7800 if you have any questions or would like
any additional information regarding these matters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 50%">Very truly yours,

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 50%">/s/ John E. Vollmer III

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 50%">John E. Vollmer III<BR>
Senior Vice President-Corporate Development<BR>
Chief Financial Officer and Treasurer

</DIV>


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