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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
 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



FirstName LastNameElijio V. Serrano                           Sincerely,
Comapany NameTETRA Technologies, Inc.
                                                              Division of
Corporation Finance
May 11, 2023 Page 2                                           Office of Energy
& Transportation
FirstName LastName
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