##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-31346
  W-H Energy Services,
    Inc.
 (Exact name of registrant as
    specified in its charter)
   Texas

76-0281502(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)    2000 West
    Sam Houston Parkway South,
    Suite 500
    Houston, Texas 77042 (Address
    of principal executive offices and zip code)
   (713) 974-9071 (Registrants
    telephone number, including area code)
   þ o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 



W-H
    ENERGY SERVICES, INC.
  INDEX
   
 PagePART I
    FINANCIAL INFORMATIONItem 1.


Financial Statements


3Consolidated Balance Sheets
    (unaudited)  March 31, 2008 and
    December 31, 2007


3Consolidated Statements of Operations and
    Comprehensive Income (unaudited)  Three months ended
    March 31, 2008 and 2007


4Consolidated Statements of Cash Flows
    (unaudited)  Three months ended March 31, 2008
    and 2007


5Notes to Consolidated Financial Statements
    (unaudited)


6Item 2.


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


13Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


18Item 4.


Controls and Procedures


18PART II
    OTHER INFORMATIONItem 6.


Exhibits


19Signatures


20Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350   2




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##### Table of Contents



PART I



FINANCIAL
    INFORMATION  Item 1.
    Financial
    Statements  W-H
    ENERGY SERVICES, INC.CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts)
    (Unaudited)
  March 31,


December 31,2008


2007Current Assets:Cash and cash equivalents

$
28,122


$
23,076Accounts receivable, net of allowance of $6,361 and $6,696,
    respectively


262,400



252,313Inventories


112,069



102,584Deferred income taxes


11,423



13,401Prepaid expenses and other


12,909



15,479Total current assets


426,923



406,853Property and equipment, net


483,992



448,913Goodwill, net


166,156



135,928Other assets, net


26,152



15,336Total assets

$
1,103,223


$
1,007,030Current Liabilities:Accrued liabilities

$
60,499


$
62,059Accounts payable


57,091



54,756Total current liabilities


117,590



116,815Long-term debt


210,744



150,000Deferred income taxes


69,271



73,526Other long-term obligations


12,649



11,161Commitments and ContingenciesShareholders Equity:Preferred stock, $0.01 par value, 10,000 shares
    authorized, none issued and outstanding






Common stock, $0.0001 par value, 100,000 shares
    authorized 30,900 and 30,699 shares issued and outstanding,
    respectively


3



3Additional paid-in capital


296,866



293,424Other comprehensive income


3,230



6,291Retained earnings


392,870



355,810Total shareholders equity


692,969



655,528Total liabilities and shareholders equity

$
1,103,223


$
1,007,030    3




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W-H
    ENERGY SERVICES, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
    INCOME
    (In thousands, except per share amounts)
    (Unaudited)  For the Three MonthsEnded March 31,2008


2007Revenues

$
300,968


$
272,887Costs and expenses:Cost of revenues


164,038



147,419Selling, general and administrative


46,170



43,280Research and development


6,094



4,716Depreciation and amortization


23,317



17,552Total costs and expenses


239,619



212,967Operating income


61,349



59,920Other (income) expense:Interest expense, net


2,408



1,993Other (income) expense, net


(8
)


29Income before income taxes


58,949



57,898Provision for income taxes


21,889



22,074Net income

$
37,060


$
35,824Comprehensive income:Net income

$
37,060


$
35,824Loss on interest rate swap valuations


(2,759
)


(573
)Foreign currency translation adjustment


(302
)


177Comprehensive income

$
33,999


$
35,428Earnings per share:Basic

$
1.21


$
1.19Diluted

$
1.18


$
1.16Number of shares used in calculation of earnings per share:Basic


30,575



30,076Diluted


31,312



30,868    4




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W-H
    ENERGY SERVICES, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)  For the Three MonthsEnded March 31,2008


2007Cash Flows from Operating Activities:Net income

$
37,060


$
35,824Adjustments to reconcile net income to net cash provided by
    operating activities  Depreciation and amortization


23,317



17,552Provision for doubtful accounts


79



856Gain on sales of equipment


(9,389
)


(7,013
)Deferred tax benefit


(870
)


(2,121
)Share-based compensation


1,602



1,498Amortization of deferred financing costs


143



142Excess tax benefit from share-based compensation


(777
)


(339
)Changes in operating assets and liabilities, excluding effects
    of acquisitions  Accounts receivable, net


(7,560
)


(18,601
)Inventories


(8,627
)


(4,530
)Prepaid expenses and other


2,628



2,698Other assets, net


254



567Accounts payable, accrued liabilities and other


(3,549
)


6,146Net cash provided by operating activities


34,311



32,679Cash Flows from Investing Activities:Additions to property and equipment


(58,093
)


(47,237
)Acquisition of businesses, net of cash acquired


(47,796
)


(12,583
)Proceeds from sales of equipment


14,359



13,378Net cash used in investing activities


(91,530
)


(46,442
)Cash Flows from Financing Activities:Proceeds from the issuance of debt


83,326



24,407Payments on debt


(22,582
)


(24,407
)Proceeds from the exercise of stock options


1,063



689Excess tax benefit from share-based compensation


777



339Net cash provided by financing activities


62,584



1,028Effect of exchange rate changes on cash


(319
)


211Net increase (decrease) in cash and cash equivalents


5,046



(12,524
)Cash and cash equivalents, beginning of period


23,076



36,329Cash and cash equivalents, end of period

$
28,122


$
23,805    5




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W-H
    ENERGY SERVICES, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)  1.
    Business
    Organization  Description
    of Company
    Basis
    of Presentation
  Form 10-Q Regulation S-X. Form 10-K
  Accounting
    Policies and Procedures
  Fair Value Measurements, No. FAS 157-2, Effective Date of FASB Statement No. 157,
  The Fair Value Option for Financial
    Assets and Financial Liabilities  including an
    amendment of FASB Statement No. 115 instrument-by-instrument Accounting for Derivative Instruments and Hedging
    Activities
  Business Combinations
 6




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W-H
    ENERGY SERVICES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Form 10-K
  2.
    Acquisitions      Net assets acquired:Current assets

$
3,841Property and equipment


4,929Goodwill


30,384Other intangibles and other assets


11,403Current liabilities


(616
)Net assets acquired

$
49,941      7




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##### Table of Contents



W-H
    ENERGY SERVICES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Earnings
    per Share      Three MonthsEnded March 31,2008


2007Basic weighted average shares outstanding


30,575



30,076Dilutive effect of stock options and restricted shares


737



792Diluted weighted average shares outstanding


31,312



30,868   4.
    Inventories    March 31,


December 31,2008


2007Finished goods

$
81,025


$
73,999Work-in-process


13,435



10,937Raw materials and supplies


27,161



27,227Inventory reserve


(9,552
)


(9,579
)Inventories

$
112,069


$
102,584   5.
    Credit
    Facility      W-H
   8




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W-H
    ENERGY SERVICES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Fair
    Value Disclosures              Level 1


Level 2


Level 3


TotalAssets:

$



$



$



$
Liabilities:Interest rate swaps






5,696







5,696     Interest Rate Swaps
    7.
    Litigation   9




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W-H
    ENERGY SERVICES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Shareholders
    Equity  Stock
    options
    Weighted AverageNumber of


Weighted Average


Remaining


AggregateOptions


Price per Share


Contractual Term


Intrinsic Value(Years)


( in thousands)Outstanding at December 31, 2007


1,565,138


$
16.76Granted






Exercised


(60,425
)


19.18






$
2,606Expired/canceled


(33,750
)


19.29Outstanding at March 31, 2008


1,470,963



16.61



4.4



76,846Exercisable at March 31, 2008


1,156,338



15.04



3.7



62,220   Restricted
    Stock
      WeightedAverageNumber of


Fair ValueShares


per ShareNonvested balance at December 31, 2007


148,084


$
53.05Granted


150,500



56.64Vested


(8,000
)


44.74Forfeited


(1,500
)


56.36Nonvested balance at March 31, 2008


289,084


$
55.13   9.
    Operating
    Segments  Form 10-K
 10




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##### Table of Contents



W-H
    ENERGY SERVICES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Drilling
    Related Products and Services
    Completion
    and Workover Related Products and Services
    Summary
    Information
      Drilling


Completion


Corporate


TotalRevenues

$
194,253


$
106,715


$



$
300,968Operating income


37,593



28,447



(4,691
)


61,349Depreciation and amortization


14,063



9,190



64



23,317Total assets


712,312



359,583



31,328



1,103,223Capital expenditures


32,003



26,072



18



58,093     Drilling


Completion


Corporate


TotalRevenues

$
179,261


$
93,626


$



$
272,887Operating income


38,982



25,852



(4,914
)


59,920Depreciation and amortization


10,573



6,933



46



17,552Total assets


544,330



303,968



30,697



878,995Capital expenditures


25,912



21,098



227



47,237     Revenues
  Three MonthsEnded March 31,2008


2007United States

$
269,940


$
237,287North Sea


13,702



15,800Other


17,326



19,800Total

$
300,968


$
272,887  11




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W-H
    ENERGY SERVICES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Income
  Three MonthsEnded March 31,2008


2007United States

$
54,801


$
53,731North Sea


2,907



1,752Other


3,641



4,437Total

$
61,349


$
59,920   Property
    and Equipment, net
  March 31,


December 31,2008


2007United States

$
439,166


$
404,111North Sea


13,870



13,588Other


30,956



31,214Total

$
483,992


$
448,913  12




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  Form 10-K
  Overview
    of Our Products and Services
         13




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Drilling
    Related Products and Services
    measurement-while-drilling
    ® 3-Dimensional ® 1 4 ® 1 2 ® 3-Dimensional
  tm 3 4 1 2 tm 3 4 tm tm tm tm tm tm tm 3 4
  Completion
    and Workover Related Products and Services
     14




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Results
    of Operations
  Form 10-Q.
  Three
    Months Ended March 31, 2008 Compared to the Three Months
    Ended March 31, 2007
  Revenues.
    
    an increase in demand for our drilling fluids products and
    rental tools;
    our larger asset base resulting from our capital expenditure
    investments; and
    our onshore geographic expansion.    
    higher demand for our cased-hole wireline services, completion
    fluid products and coiled tubing services as a result of an
    overall increase in activity levels;
    an increase in our coiled tubing and cased-hole wireline fleets
    and other capital expenditure investments; and
    our onshore geographic expansion.  Cost of Revenues.
  Selling, General and Administrative
    Expenses.
  Research and Development Expenses. ® 3-Dimensional
  Depreciation and Amortization.
 15




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Interest and Other Expense.
  Provision for Income Taxes.
  Recent
    Accounting Pronouncements
  Fair Value Measurements, No. FAS 157-2, Effective Date of FASB Statement No. 157,
  The Fair Value Option for Financial
    Assets and Financial Liabilities  including an
    amendment of FASB Statement No. 115 instrument-by-instrument Accounting for Derivative Instruments and Hedging
    Activities
  Business Combinations
   16




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Liquidity
    and Capital Resources
    Cash
    flow
      Sup-R-Jar
    Capital
    resources
  Credit
    Agreement
    Future
    capital requirements
   17




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Off
    balance sheet arrangements
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest Rate Risk.
  Foreign Currency Exchange Risk.
  Stock Price Volatility.
  Item 4.
    Controls
    and Procedures  Disclosure Controls and Procedures.
 18




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Internal Control over Financial
    Reporting.
  and/or
 PART II



OTHER
    INFORMATION  Item 6.
    Exhibits  Form 10-Q,
 19




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SIGNATURES    W-H Energy Services, Inc.
  By:
    /s/  Kenneth
    T. White, Jr.   Chairman of the Board, President and Chief
 Executive Officer
     By:
    /s/  Ernesto
    Bautista, III   Vice President and Chief Financial Officer
    20




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EXHIBIT INDEX
  31
.1*



Certification of Chief Executive Officer of W-H Energy Services,
    Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
    200231
.2*



Certification of Chief Financial Officer of W-H Energy Services,
    Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
    200232
.1*



Certification of Chief Executive Officer of W-H Energy Services,
    Inc. pursuant 18 U.S.C. Section 135032
.2*



Certification of Chief Financial Officer of W-H Energy Services,
    Inc. pursuant 18 U.S.C. Section 1350     *
    
    Filed herewith 21