**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C.  20549








**FORM
      10-Q**








Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





**For
      the quarterly period ended September 30, 2007**





Commission
      File No. 1-8726





**RPC,
      INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **58-1550825**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification Number)








**2801
      Buford Highway, Suite 520, Atlanta,
      Georgia  30329**


(Address
      of principal executive offices)    (zip code)





Registrant’s
      telephone number, including area code -- **(404)
      321-2140**





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes **X** No__





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.      (Check one):





Large
                Accelerated Filer___
            Accelerated
                Filer **X**
            Non-Accelerated
                Filer___





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes__ No**X**





As
      of
      October 25, 2007, RPC, Inc. had 98,038,108 shares of common stock
      outstanding.










**RPC,
        INC. AND SUBSIDIARIES**
 
 TABLE
        OF
        CONTENTS








**Part
                I. Financial Information**
            **Page**
              **No.**Item
                1.
            Financial
                Statements (Unaudited)Consolidated
                Balance Sheets –As
                of September 30, 2007 and December 31, 2006
            3Consolidated
                Statements of Operations –For
                the three and nine months ended September 30, 2007 and
                2006
            4Consolidated
              Statement of Stockholders' EquityFor
              the nine months ended September 30, 2007
            5Consolidated
                Statements of Cash Flows –For
                the nine months ended September 30, 2007 and 2006
            6Notes
                to Consolidated Financial Statements
            7
–
                15Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            16
                – 26Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            27Item
                4.
            Controls
                and Procedures
            27**Part
                II.  Other Information**Item
                1.
            Legal
                Proceedings
            28Item
                1A.
            Risk
                Factors
            28Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            28Item
                3.
            Defaults
                upon Senior Securities
            29Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            29Item
                5.
            Other
                Information
            29Item
                6.
            Exhibits
            30**Signatures**
            
            31




2







**RPC,
                INC. AND SUBSIDIARIES**PART
                I. FINANCIAL INFORMATIONITEM
                1. FINANCIAL STATEMENTSCONSOLIDATED
                BALANCE SHEETSAS
                OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006(In
                thousands)(Unaudited)**September
                30,**
            
            
            December
                31,**2007**
            
            
            2006**ASSETS**Cash
                and cash equivalents
            
            **$**
            **9,657**
            
            
            $
            2,729Accounts
                receivable, net
            
            ****
            **160,312**
            
            
            
            148,469Inventories
            
            ****
            **28,180**
            
            
            
            21,188Deferred
                income taxes
            
            ****
            **4,469**
            
            
            
            4,384Income
                taxes receivable
            
            ****
            **10,865**
            
            
            
            239Prepaid
                expenses and other current assets
            
            ****
            **3,243**
            
            
            
            5,245Total
                current assets
            
            ****
            **216,726**
            
            
            
            182,254Property,
                plant and equipment, net
            
            ****
            **403,667**
            
            
            
            262,797Goodwill
            
            ****
            **24,093**
            
            
            
            24,093Other
                assets
            
            ****
            **6,050**
            
            
            
            5,163**Total
                assets**
            
            **$**
            **650,536**
            
            
            $
            474,307**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Accounts
                payable
            
            **$**
            **51,819**
            
            
            $
            50,568Accrued
                payroll and related expenses
            
            ****
            **16,647**
            
            
            
            13,289Accrued
                insurance expenses
            
            ****
            **4,551**
            
            
            
            3,327Accrued
                state, local and other taxes
            
            ****
            **3,313**
            
            
            
            3,314Income
                taxes payable
            
            ****
            **1,734**
            
            
            
            -Other
                accrued expenses
            
            ****
            **555**
            
            
            
            454Total
                current liabilities
            
            ****
            **78,619**
            
            
            
            70,952Accrued
                insurance expenses
            
            ****
            **8,242**
            
            
            
            6,892Notes
                payable to banks
            
            ****
            **148,850**
            
            
            
            35,600Long-term
                pension liabilities
            
            ****
            **5,823**
            
            
            
            9,185Deferred
                income taxes
            
            ****
            **16,295**
            
            
            
            12,073Other
                long-term liabilities
            
            ****
            **2,302**
            
            
            
            4,318Total
                liabilities
            
            ****
            **260,131**
            
            
            
            139,020Common
                stock
            
            ****
            **9,801**
            
            
            
            9,721Capital
                in excess of par value
            
            ****
            **15,858**
            
            
            
            13,595Retained
                earnings
            
            ****
            **369,850**
            
            
            
            317,705Accumulated
                other comprehensive loss
            
            ****
            **(5,104**
            **)**
            
            
            (5,734
            )Total
                stockholders' equity
            
            ****
            **390,405**
            
            
            
            335,287**Total
                liabilities and stockholders' equity**
            
            **$**
            **650,536**
            
            
            $
            474,307The
                accompanying notes are an integral part of these consolidated financial
                statements.





3





**RPC,
                INC. AND SUBSIDIARIES**CONSOLIDATED STATEMENTS OF OPERATIONSFOR
                THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006(In
                thousands except per share data)(Unaudited)Three
                months ended September 30,
            
            
            Nine
                months ended September 30,**2007**
            
            
            2006
            
            
            **2007**
            
            
            2006(Note
                1)
            
            
            
            
            
            (Note
                1)**Revenues**
            
            **$**
            **161,961**
            
            
            $
            154,209
            
            
            **$**
            **504,037**
            
            
            $
            436,298Cost
                of services rendered and goods sold
            
            ****
            **91,431**
            
            
            
            74,011
            
            
            ****
            **267,143**
            
            
            
            209,457Selling,
                general and administrative expenses
            
            ****
            **26,327**
            
            
            
            23,480
            
            
            ****
            **79,229**
            
            
            
            66,955Depreciation
                and amortization
            
            ****
            **20,846**
            
            
            
            11,572
            
            
            ****
            **54,804**
            
            
            
            33,874Gain
                on disposition of assets, net
            
            ****
            **(1,306**
            **)**
            
            
            (1,479
            )
            
            ****
            **(4,492**
            **)**
            
            
            (4,480
            )Operating
                profit
            
            ****
            **24,663**
            
            
            
            46,625
            
            
            ****
            **107,353**
            
            
            
            130,492Interest
                expense
            
            ****
            **(1,391**
            **)**
            
            
            (47
            )
            
            ****
            **(2,513**
            **)**
            
            
            (58
            )Interest
                income
            
            ****
            **17**
            
            
            
            60
            
            
            ****
            **49**
            
            
            
            318Other
                income, net
            
            ****
            **200**
            
            
            
            320
            
            
            ****
            **1,624**
            
            
            
            700Income
                before income taxes
            
            ****
            **23,489**
            
            
            
            46,958
            
            
            ****
            **106,513**
            
            
            
            131,452Income
                tax provision
            
            ****
            **8,596**
            
            
            
            18,188
            
            
            ****
            **39,760**
            
            
            
            50,168**Net
                income**
            
            **$**
            **14,893**
            
            
            $
            28,770
            
            
            **$**
            **66,753**
            
            
            $
            81,284**Earnings
                per share**Basic
            
            **$**
            **0.15**
            
            
            $
            0.30
            
            
            **$**
            **0.69**
            
            
            $
            0.85Diluted
            
            **$**
            **0.15**
            
            
            $
            0.29
            
            
            **$**
            **0.68**
            
            
            $
            0.82**Dividends
                per share**
            
            **$**
            **0.050**
            
            
            $
            0.033
            
            
            **$**
            **0.150**
            
            
            $
            0.100**Average
                shares outstanding**Basic
            
            ****
            **96,426**
            
            
            
            95,641
            
            
            ****
            **96,128**
            
            
            
            95,543Diluted
            
            ****
            **98,261**
            
            
            
            98,300
            
            
            ****
            **98,335**
            
            
            
            98,573The
                accompanying notes are an integral part of these consolidated financial
                statements.






4





**RPC,
                INC. AND SUBSIDIARIES**CONSOLIDATED STATEMENT OF STOCKHOLDERS'
                EQUITYFOR
                THE NINE MONTHS ENDED SEPTEMBER 30, 2007(In
                thousands)(Unaudited)





**Accumulated****Capital
                in**
            
            
            
            
            
            **Other****Comprehensive**
            
            
            **Common
                Stock**
            
            
            **Excess
                of**
            
            
            **Retained**
            
            
            **Comprehensive****Income
                (Loss)**
            
            
            **Shares**
            
            
            **Amount**
            
            
            **Par
                Value**
            
            
            **Earnings**
            
            
            **Income**
            
            
            **Total**Balance,
                December 31, 2006
            
            
            
            
            
            97,214
            
            
            $
            9,721
            
            
            $
            13,595
            
            
            $
            317,705
            
            
            $
            (5,734
            )
            
            $
            335,287Stock
                issued for stock incentive plans, net
            
            
            
            
            
            955
            
            
            
            96
            
            
            
            1,545
            
            
            
            —
            
            
            
            —
            
            
            
            1,641Stock
                purchased and retired
            
            
            
            
            
            (161
            )
            
            
            (16
            )
            
            
            (2,804
            )
            
            
            —
            
            
            
            —
            
            
            
            (2,820
            )Net
                income
            
            $
            66,753
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            66,753
            
            
            
            —
            
            
            
            66,753Foreign
                currency translation, net of taxes
            
            
            269
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            269
            
            
            
            269Unrealized
                gain on securities, net of taxes
            
            
            361
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            361
            
            
            
            361Comprehensive
                income
            
            $
            67,383Dividends
                declared
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (14,608
            )
            
            
            —
            
            
            
            (14,608
            )Stock-based
                compensation
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            2,401
            
            
            
            —
            
            
            
            —
            
            
            
            2,401Excess
                tax benefits for share-based payments
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            1,121
            
            
            
            —
            
            
            
            —
            
            
            
            1,121Balance,
                September 30, 2007
            
            
            
            
            
            
            98,008
            
            
            $
            9,801
            
            
            $
            15,858
            
            
            $
            369,850
            
            
            $
            (5,104
            )
            
            $
            390,405*The
                accompanying notes are an integral part of these
                statements.*











5










**RPC,
                INC. AND SUBSIDIARIES**CONSOLIDATED
                STATEMENTS OF CASH FLOWSFOR
                THE NINE MONTHS ENDED SEPTEMBER 30, 2007 and 2006(In
                thousands)(Unaudited)Nine
                months ended September 30,**2007**
            
            
            2006**OPERATING
                ACTIVITIES**
            
            
            
            
            (Note
                1)**Net
                income**
            
            **$**
            **66,753**
            
            
            $
            81,284Noncash
                charges (credits) to earnings:Depreciation,
                amortization and other non-cash charges
            
            ****
            **54,808**
            
            
            
            33,874Stock-based
                compensation
            
            ****
            **2,401**
            
            
            
            1,816Gain
                on disposition of assets, net
            
            ****
            **(4,492**
            **)**
            
            
            (4,480
            )Deferred
                income tax provision
            
            ****
            **3,938**
            
            
            
            2Excess
                tax benefits for share-based payments
            
            ****
            **(1,121**
            **)**
            
            
            (1,325
            )Changes
                in current assets and liabilities:Accounts
                receivable
            
            ****
            **(11,658**
            **)**
            
            
            (31,185
            )Income
                taxes receivable
            
            ****
            **(9,505**
            **)**
            
            
            -Inventories
            
            ****
            **(6,892**
            **)**
            
            
            (5,254
            )Prepaid
                expenses and other current assets
            
            ****
            **2,697**
            
            
            
            1,861Accounts
                payable
            
            ****
            **1,239**
            
            
            
            4,792Income
                taxes payable
            
            ****
            **1,734**
            
            
            
            4,676Accrued
                payroll and related expenses
            
            ****
            **3,358**
            
            
            
            3,276Accrued
                insurance expenses
            
            ****
            **1,224**
            
            
            
            (311
            )Accrued
                state, local and other taxes
            
            ****
            **(1**
            **)**
            
            
            585Other
                accrued expenses
            
            ****
            **31**
            
            
            
            302Changes
                in working capital
            
            ****
            **(17,773**
            **)**
            
            
            (21,258
            )Changes
                in other assets and liabilities:Long-term
                pension liabilities
            
            ****
            **(3,362**
            **)**
            
            
            (1,299
            )Long-term
                accrued insurance expenses
            
            ****
            **1,350**
            
            
            
            389Other
                non-current assets
            
            ****
            **(888**
            **)**
            
            
            (688
            )Other
                non-current liabilities
            
            ****
            **(2,016**
            **)**
            
            
            235Net
                cash provided by operating activities
            
            ****
            **99,598**
            
            
            
            88,550**INVESTING
                ACTIVITIES**Capital
                expenditures
            
            ****
            **(197,550**
            **)**
            
            
            (97,321
            )Proceeds
                from sale of assets
            
            ****
            **6,295**
            
            
            
            5,962Net
                cash used for investing activities
            
            ****
            **(191,255**
            **)**
            
            
            (91,359
            )**FINANCING
                ACTIVITIES**Payment
                of dividends
            
            ****
            **(14,608**
            **)**
            
            
            (9,602
            )Borrowings
                from notes payable to banks
            
            ****
            **390,350**
            
            
            
            24,521Repayments
                of notes payable to banks
            
            ****
            **(277,100**
            **)**
            
            
            (17,871
            )Debt
                issue costs for notes payable to banks
            
            ****
            **-**
            
            
            
            (469
            )Excess
                tax benefits for share-based payments
            
            ****
            **1,121**
            
            
            
            1,325Cash
                paid for common stock purchased and retired
            
            ****
            **(1,730**
            **)**
            
            
            (2,019
            )Proceeds
                received upon exercise of stock options
            
            ****
            **552**
            
            
            
            1,130Net
                cash provided by (used for) financing activities
            
            ****
            **98,585**
            
            
            
            (2,985
            )Net
                increase (decrease) in cash and cash equivalents
            
            ****
            **6,928**
            
            
            
            (5,794
            )Cash
                and cash equivalents at beginning of period
            
            ****
            **2,729**
            
            
            
            12,809Cash
                and cash equivalents at end of period
            
            **$**
            **9,657**
            
            
            $
            7,015The
                accompanying notes are an integral part of these consolidated financial
                statements.





6




**RPC,
      INC. AND SUBSIDIARIES**





1. GENERAL




The
      accompanying unaudited
      consolidated financial statements include the accounts of RPC, Inc. and its
      wholly-owned subsidiaries (“RPC” or the “Company”) and have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information and with the instructions to Form
      10-Q
      and Article 10 of Regulation S-X.  Accordingly, they do not include
      all of the information and footnotes required by generally accepted accounting
      principles for complete financial statements.  In the opinion of
      management, all adjustments (all of which consisted of normal recurring
      accruals) considered necessary for a fair presentation have been
      included.  Operating results for the nine month period ended September
      30, 2007 are not necessarily indicative of the results that may be expected
      for
      the year ending December 31, 2007.




The
      balance sheet at December 31, 2006 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements.




For
      further information, refer to the consolidated financial statements and
      footnotes thereto included in the Company’s annual report on Form 10-K for the
      year ended December 31, 2006.




Certain
      prior year amounts have been reclassified to conform to the presentation in
      the
      current year and in the Company’s annual report for Form 10-K for the year ended
      December 31, 2006 as follows:




·
            Interest
                income and interest expense have been reported gross rather than
                net on
                the consolidated statements of operations.·
            Excess
                tax benefits for share-based payments have been reclassified in the
                consolidated statements of cash flows from incomes taxes receivable
                and
                reflected as a separate component of net cash provided by operating
                activities.·
            Accrued
                purchases of property, plant and equipment have been reflected as
                a
                non-cash item and therefore excluded from the consolidated statements
                of
                cash flows.




These
      reclassifications had no effect on previously reported net earnings or
      stockholders’ equity.




2. REVENUE
      RECOGNITION




RPC’s
      revenues are generated from product sales, equipment rentals and
      services.  Revenues from product sales, equipment rentals and services
      are based on fixed or determinable priced purchase orders or contracts with
      the
      customer and do not include the right of return.  The Company
      recognizes revenue from product sales when title passes to the customer, the
      customer assumes risks and rewards of ownership, and collectibility is
      reasonably assured.  Equipment service revenues and related rental
      revenues are recognized when the services are rendered and collectibility is
      reasonably assured.  Rates for services and rentals are priced on a
      per day, per unit of measure, per man hour or similar basis.




7




**RPC,
        INC. AND SUBSIDIARIES**




3. EARNINGS
      PER SHARE




Statement
      of Financial Accounting Standard (“SFAS”) No. 128, “Earnings Per Share,”
requires a basic earnings per share and diluted earnings per share presentation.
      The two calculations differ as a result of the dilutive effect of stock options
      and time lapse restricted shares and performance restricted shares included
      in
      diluted earnings per share, but excluded from basic earnings per share. Basic
      and diluted earnings per share are computed by dividing net income by the
      weighted average number of shares outstanding during the respective
      periods.  A reconciliation of weighted average shares outstanding is
      as follows:





**Three
                months ended**
              **September
                30**
            
            
            **Nine
                months ended**
              **September
                30***(In
                thousands except per share data )*
            
            **2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Net
                income available for stockholders (numerator for basic and
                diluted  earnings per share):
            
            $
            14,893
            
            
            $
            28,770
            
            
            $
            66,753
            
            
            $
            81,284Shares
                (denominator):Weighted-average
                shares outstanding (denominator for basic earnings per
                share)
            
            
            96,426
            
            
            
            95,641
            
            
            
            96,128
            
            
            
            95,543Effect
                of dilutive securities:Employee
                stock options and restricted stock
            
            
            1,835
            
            
            
            2,659
            
            
            
            2,207
            
            
            
            3,030Adjusted
                weighted average shares (denominator for diluted earnings per
                share)
            
            
            98,261
            
            
            
            98,300
            
            
            
            98,335
            
            
            
            98,573Earnings
                per share:Basic
            
            $
            0.15
            
            
            $
            0.30
            
            
            $
            0.69
            
            
            $
            0.85Diluted
            
            $
            0.15
            
            
            $
            0.29
            
            
            $
            0.68
            
            
            $
            0.82




4. RECENT
      ACCOUNTING PRONOUNCEMENTS





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 157, “Fair Value Measurements.”**SFAS 157
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 is effective for the Company on
      January 1, 2008 and is not expected to have a significant impact on the
      Company’s financial statements.




In
      February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Liabilities – Including an Amendment of FASB Statement No. 115,” to
      permit an entity to choose to measure many financial instruments and certain
      other items at fair value.  Most of the provisions in SFAS 159 are
      elective; however the amendment to SFAS 115, “Accounting for Certain Investments
      in Debt and Equity Securities,” applies to all entities with available-for-sale
      and trading securities.  The fair value option permits all entities to
      choose to measure eligible items at fair value at specified election dates.
      The
      fair value option may be applied on an instrument-by-instrument basis, is
      irrevocable and is to be applied to entire instruments and not portions thereof.
      The Company will adopt SFAS 159 in fiscal year 2008. The Company is currently
      evaluating the impact of applying these provisions.




8




**RPC,
        INC. AND SUBSIDIARIES**




In
      May
      2007, the FASB issued FASB Staff Position No. FIN 48-1 (“FSP 48-1”), “Definition
      of Settlement in FASB Interpretation No. 48”.  FSP 48-1 amended FIN 48
      to provide guidance on how an enterprise should determine whether a tax position
      is effectively settled for the purpose of recognizing previously unrecognized
      tax benefits.  FSP 48-1 required application upon the initial adoption
      of FIN 48.  The adoption of FSP 48-1 did not affect the Company’s
      condensed consolidated financial statements.




In
      June
      2007, the FASB ratified a consensus opinion reached by the Emerging Issues
      Task
      Force (“EITF”) on EITF Issue 06-11, “Accounting for Income Tax Benefits of
      Dividends on Share-Based Payment Awards.”  The consensus ratified by
      the FASB requires that a realized income tax benefit from dividend or dividend
      equivalents that are charged to retained earnings and paid to employees for
      equity classified nonvested equity shares, nonvested equity share units and
      outstanding share options should be recognized as an increase in additional
      paid-in-capital.  Such amount recognized should be included in the
      pool of excess tax benefits available to absorb potential future tax
      deficiencies on share-based payment awards.  This consensus ratified
      by the FASB should be applied prospectively to the income tax benefits of
      dividends on equity awards granted to employees that are declared in fiscal
      years beginning after December 15, 2007, and interim periods within those fiscal
      years.  The Company is currently evaluating the impact of adopting
      EITF Issue 06-11.





5. COMPREHENSIVE
      INCOME





The
      components of comprehensive
      income are as follows:





**Three
                months ended**
              **September
                30,**
            
            
            **Nine
                months ended**
              **September
                30,***(In
                thousands)*
            
            **2007**
            
            
            2006
            
            
            **2007**
            
            
            2006Net
                income as reported
            
            **$**
            **14,893**
            
            
            $
            28,770
            
            
            **$**
            **66,753**
            
            
            $
            81,284Change
                in unrealized gain (loss) on securities,
              net
                of taxes
            
            ****
            **(27**
            **)**
            
            
            (20
            )
            
            ****
            **361**
            
            
            
            (179
            )Change
                in foreign currency translation,
              net
                of taxes
            
            ****
            **241**
            
            
            
            -
            
            
            ****
            **269**
            
            
            
            -Comprehensive
                income
            
            **$**
            **15,107**
            
            
            $
            28,750
            
            
            **$**
            **67,383**
            
            
            $
            81,105






6. STOCK-BASED
      COMPENSATION




The
      Company reserved 5,062,500 shares of common stock under the 2004 Plan which
      expires ten years from the date of approval.  This plan provides for
      the issuance of various forms of stock incentives, including, among others,
      incentive and non-qualified stock options and restricted stock.  As of
      September 30, 2007, there were approximately 3,434,000 shares available for
      grants.




9




**RPC,
        INC. AND SUBSIDIARIES**




Pre-tax
      stock-based employee compensation expense was $829,000 ($561,000 after tax)
      for
      the three months ended September 30, 2007 and $2,401,000 ($1,632,000 after
      tax)
      for the nine months ended September 30, 2007 and $380,000 ($282,000 after tax)
      for the three months ended September 30, 2006 and $1,816,000 ($1,324,000 after
      tax) for the nine months ended September 30, 2006.





*Stock
      Options*





Transactions
      involving RPC’s stock options for the nine months ended September 30, 2007 were
      as follows:




**Shares**
            
            
            **Weighted**
              **Average**
              **Exercise
                Price**
            
            **Weighted**
              **Average**
              **Remaining**
              **Contractual**
              **Life**
            
            **Aggregate**
              **Intrinsic
                Value**Outstanding
                at January 1, 2007
            
            
            2,471,846
            
            
            $
            3.10
            
            4.4
                yearsGranted
            
            ****
            **-**
            
            
            
            -
            
            N/AExercised
            
            
            (534,417
            )
            
            
            3.19
            
            N/AForfeited
            
            
            (15,185
            )
            
            
            2.81
            
            N/AExpired
            
            
            -
            
            
            
            -
            
            N/AOutstanding
                at September 30, 2007
            
            
            1,922,244
            
            
            $
            3.11
            
            3.6
                years
            
            $
            21,337,000Exercisable
                at September 30, 2007
            
            
            1,649,881
            
            
            $
            3.16
            
            3.3
                years
            
            $
            18,231,000




The
      total
      intrinsic value of stock options exercised was $7,422,000 during the nine months
      ended September 30, 2007 and $5,482,000 during the nine months ended September
      30, 2006.  There were no recognized excess tax benefits associated
      with the exercise of stock options during the nine months ended September 30,
      2007 and 2006, since all of the stock options exercised were incentive stock
      options which do not generate tax deductions for the Company.





*Restricted
      Stock*




The
      following is a summary of the changes in non-vested restricted shares for the
      nine months ended September 30, 2007:





10




**RPC,
        INC. AND SUBSIDIARIES**





**Shares**
            
            
            **Weighted
                Average**
              **Grant-Date
                Fair**
              **Value**Non-vested
                shares at January 1, 2007
            
            
            1,437,859
            
            
            $
            7.70Granted
            
            
            463,750
            
            
            
            17.61Vested
            
            
            (284,780
            )
            
            
            4.67Forfeited
            
            
            (43,098
            )
            
            
            13.11Non-vested
                shares at September 30, 2007
            
            
            1,573,731
            
            
            $
            11.02




The
      total
      fair value of shares vested during the nine months ended September 30, 2007
      was
      $4,902,000 and during the nine months ended September 30, 2006 was
      $5,588,000.  The tax benefits for compensation tax deductions in
      excess of compensation expense were credited to capital in excess of par value
      and are classified as financing cash flows in accordance with SFAS
      123R.





*Other
      Information*





As
      of
      September 30, 2007, total unrecognized compensation cost related to non-vested
      restricted shares was $15,376,000 which is expected to be recognized over a
      weighted-average period of 3.6 years.  As of September 30, 2007, total
      unrecognized compensation cost related to non-vested stock options was $140,000
      which is expected to be recognized over a weighted-average period of 0.3
      years.





7. BUSINESS
      SEGMENT INFORMATION




RPC’s
      service lines have been aggregated into two reportable oil and gas services
      segments, Technical Services and Support Services, because of the similarities
      between the financial performance and approach to managing the service lines
      within each of the segments, as well as the economic and business conditions
      impacting their business activity levels.  Corporate includes selected
      administrative costs incurred by the Company that are not allocated to business
      units.  Gains or losses on disposition of assets are reviewed by the
      Company’s chief decision maker on a consolidated basis, and accordingly the
      Company does not report gains or losses at the segment level.




Technical
      Services include RPC’s oil and gas service lines that utilize people and
      equipment to perform value-added completion, production and maintenance services
      directly to a customer’s well. These services include pressure pumping services,
      snubbing, coiled tubing, nitrogen pumping, well control consulting and
      firefighting, down-hole tools, wireline, and fluid pumping.  These
      Technical Services are primarily used in the completion, production and
      maintenance of oil and gas wells. The principal markets for this segment include
      the United States, including the Gulf of Mexico, the mid-continent, southwest
      and Rocky Mountain regions, and international locations including primarily
      Africa, Canada, China, Latin America and the Middle East. Customers include
      major multi-national and independent oil and gas producers, and selected
      nationally-owned oil companies.




Support
      Services include RPC’s oil and gas service lines that primarily provide
      equipment for customer use or services to assist customer operations. The
      equipment and services include drill pipe and related tools, pipe handling,
      inspection and storage services and oilfield training services. The demand
      for
      these services tends to be influenced primarily by customer drilling-related
      activity levels. The principal markets for this segment include the United
      States, including the Gulf of Mexico and the mid-continent regions, and
      international locations, including primarily Canada, Latin America, and the
      Middle East. Customers include domestic operations of major multi-national
      and
      independent oil and gas producers, and selected nationally-owned oil
      companies.




11




**RPC,
        INC. AND SUBSIDIARIES**




Inter-segment
      revenues are generally recorded in segment operating results at prices that
      management believes approximate prices for arm’s length transactions and are not
      material to operating results.




Certain
      information with respect to
      RPC’s business segments is set forth in the following
      tables:




Three
                  months ended September 30,
              
              
              Nine
                  months ended September 30,**2007**
              
              
              2006
              
              
              **2007**
              
              
              2006*(in
                  thousands)***Revenues:**Technical
                  Services
              
              **$**
              **134,819**
              
              
              $
              127,929
              
              
              **$**
              **417,324**
              
              
              $
              362,262Support
                  Services
              
              ****
              **27,142**
              
              
              
              26,280
              
              
              ****
              **86,713**
              
              
              
              74,036Total
                  revenues
              
              **$**
              **161,961**
              
              
              $
              154,209
              
              
              **$**
              **504,037**
              
              
              $
              436,298**Operating
                  profit (loss):**Technical
                  Services
              
              **$**
              **20,558**
              
              
              $
              40,131
              
              
              **$**
              **87,271**
              
              
              $
              113,414Support
                  Services
              
              ****
              **5,527**
              
              
              
              8,216
              
              
              ****
              **23,564**
              
              
              
              21,768Corporate
              
              ****
              **(2,728**
              **)**
              
              
              (3,201
              )
              
              ****
              **(7,974**
              **)**
              
              
              (9,170
              )Gain
                  on disposition of assets, net
              
              ****
              **1,306**
              
              
              
              1,479
              
              
              ****
              **4,492**
              
              
              
              4,480Total
                  operating profit
              
              **$**
              **24,663**
              
              
              $
              46,625
              
              
              **$**
              **107,353**
              
              
              $
              130,492Interest
                  expense
              
              ****
              **(1,391**
              **)**
              
              
              (47
              )
              
              ****
              **(2,513**
              **)**
              
              
              (58
              )Interest
                  income
              
              ****
              **17**
              
              
              
              60
              
              
              ****
              **49**
              
              
              
              318Other
                  income, net
              
              ****
              **200**
              
              
              
              320
              
              
              ****
              **1,624**
              
              
              
              700Income
                  before income taxes
              
              **$**
              **23,489**
              
              
              $
              46,958
              
              
              **$**
              **106,513**
              
              
              $
              131,452


As
      a
      result of higher capital spending in 2007 due to RPC’s growth plan, total assets
      have changed materially since the Company’s Form 10-K for the year ended
      December 31, 2006.  The related segment data for the nine months ended
      September 30, 2007 is disclosed below:




12








**Nine
                months ended September 30, 2007**
            
            **Technical
                Services**
            
            
            **Support
                Services**
            
            
            **Corporate**
            
            
            **Total***(in
                thousands)*Indentifiable
                assets
            
            $
            446,521
            
            
            $
            158,350
            
            
            $
            45,665
            
            
            $
            650,536Capital
                expenditures
            
            
            166,165
            
            
            
            30,018
            
            
            
            1,367
            
            
            
            197,550Depreciation
                and amortization
            
            
            40,891
            
            
            
            13,182
            
            
            
            731
            
            
            
            54,804





8. INVENTORIES




Inventories
      of $28,180,000 at September 30, 2007 and $21,188,000 at December 31, 2006
      consist of raw materials, parts and supplies.





9. EMPLOYEE
      BENEFIT PLAN





The
      following represents the net
      periodic benefit cost and related components of the Company’s multiple employer
      Retirement Income Plan:




**Three
                months ended**
              **September
                30,**
            
            
            **Nine
                months ended**
              **September
                30,***(in
                thousands*)
            
            **2007**
            
            
            2006
            
            
            **2007**
            
            
            2006Service
                cost
            
            **$**
            **-**
            
            
            **$**
            **-**
            
            
            **$**
            **-**
            
            
            **$**
            **-**Interest
                cost
            
            ****
            **440**
            
            
            
            426
            
            
            ****
            **1,319**
            
            
            
            1,278Expected
                return on plan assets
            
            ****
            **(580**
            **)**
            
            
            (472
            )
            
            ****
            **(1,741**
            **)**
            
            
            (1,416
            )Amortization
                of net losses
            
            ****
            **214**
            
            
            
            250
            
            
            ****
            **645**
            
            
            
            749Net
                periodic benefit cost
            
            **$**
            **74**
            
            
            $
            204
            
            
            **$**
            **223**
            
            
            $
            611





In
      the first quarter of 2007, the
      Company contributed $4.8 million to the multiple employer pension
      plan.  The Company does not currently expect to make any additional
      contributions to this plan during the remainder of 2007.





10. NOTES
      PAYABLE
      TO BANKS




The
      Company currently has a revolving credit agreement (the "Revolving Credit
      Agreement") with SunTrust Capital Markets, Inc, as Joint Lead Arranger and
      Sole
      Book Manager, Banc of America Securities LLC as Joint Lead Arranger, and a
      syndicate of other lenders.  The Revolving Credit Agreement includes a
      full and unconditional guarantee by RPC's 100% owned domestic subsidiaries
      whose
      assets equal substantially all of the consolidated assets of RPC and its
      subsidiaries.  The subsidiaries of the Company that are not guarantors
      are considered minor.




13




**RPC,
        INC. AND SUBSIDIARIES**




The
      Revolving Credit Agreement has a general term of five years and provides for
      an
      unsecured line of credit of up to $250 million, which includes a $50 million
      letter of credit subfacility, and a $20 million swingline subfacility. Under
      certain circumstances, the line of credit may be increased by an additional
      amount of up to $50 million. The maturity date of all revolving loans under
      the
      Credit Agreement is September 8, 2011, although RPC may request two one-year
      extensions of the maturity date at the first and second anniversaries of the
      closing of the revolving credit agreement.  The Company incurred loan
      origination fees and other debt related costs associated with the line of credit
      of approximately $469,000.  These costs are being amortized over the
      five year term of the loan, and the net amount is classified as non-current
      other assets on the consolidated balance sheet.




Revolving
      loans under the Revolving Credit Agreement bear interest at one of the following
      two rates, at RPC's election:




·
            the
                Base Rate, which is the greater of SunTrust Bank's "prime rate" for
                the
                day of the borrowing and a fluctuating rate per annum equal to the
                Federal
                Funds Rate plus .50%; or·
            with
                respect to any Eurodollar borrowings, Adjusted LIBOR (which equals
                LIBOR
                as increased to account for the maximum reserve percentages established
                by
                the U.S. Federal Reserve) plus a margin ranging from .40% to .80%,
                based
                upon RPC's then-current consolidated debt-to-EBITDA ratio.  In
                addition, RPC will pay an annual fee ranging from .10% to .20% of
                the
                total credit facility based upon RPC's then-current consolidated
                debt-to-EBITDA ratio.




The
      Revolving Credit Agreement contains customary terms and conditions, including
      certain financial covenants including covenants restricting RPC's ability to
      incur liens, merge or consolidate with another entity.  Further, the
      Revolving Credit Agreement contains financial covenants restricting RPC's
      ability to permit the ratio of RPC's consolidated debt to EBITDA to exceed
      2.5
      to 1, and to permit the ratio of RPC's consolidated EBIT to interest expense
      to
      exceed 2 to 1.




As
      of
      September 30, 2007, RPC has outstanding borrowings of $148.9 million under
      the
      Revolving Credit Agreement.Interest
      expense incurred on
      the line of credit was $1,979,000 during the three months ended September 30,
      2007 and $4,265,000 during the nine months ended September 30, 2007. The
      weighted average interest rate was 6.1% for the three months and 6.2% for nine
      months ended September 30, 2007.  For the nine months ended September
      30, 2007, the Company capitalized interest of $1,761,000 related to facilities
      and equipment under construction.  Additionally there were letters of
      credit relating to self-insurance programs and contract bids outstanding for
      $18.3 million.




14




**RPC,
        INC. AND SUBSIDIARIES**


11. INCOME
      TAXES




The
      Company determines its periodic income tax expense based upon the current period
      income and the annual estimated tax rate for the Company adjusted for any change
      to prior period estimates. The estimated tax rate is revised, if necessary,
      as
      of the end of each successive interim period during the fiscal year to the
      Company's current annual estimated tax rate.




As
      of
      January 1, 2007, the Company adopted the provisions of FASB Interpretation
      No.
      48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109” (“FIN 48”), which provides criteria for the
      recognition, measurement, presentation and disclosure of uncertain tax
      positions.  The Company is subject to the provisions of FIN 48 and has
      analyzed filing positions in federal, state and foreign filing jurisdictions
      where it is required to file income tax returns, as well as all open years
      in
      those jurisdictions.  As a result of the implementation of FIN 48, the
      Company recognized an immaterial adjustment in the liability for unrecognized
      income tax benefits.  As of the adoption date, the Company had gross
      tax affected unrecognized tax benefits of $922,000, of which $850,000, if
      recognized, would affect the Company’s effective tax rate.  There have
      been no material changes to these amounts during the nine months ended September
      30, 2007.




The
      Company and its subsidiaries are subject to U.S. Federal income tax as well
      as
      income tax in multiple state and foreign jurisdictions.  In many cases
      our uncertain tax positions are related to tax years that remain open and
      subject to examination by the relevant taxing authorities.  For
      Federal and state purposes, the Company’s 2004 through 2006 tax years remain
      open to examination.




Baring
      an
      unforeseen event, the Company does not anticipate a material change in the
      unrecognized tax benefits in the next 12 months.




The
      Company’s policy is to record interest and penalties related to income tax
      matters as income tax expense.   Accrued interest and penalties
      were immaterial as of September 30, 2007.





12. SUPPLEMENTAL
      CASH FLOWS INFORMATION




The
      Company had accounts payable for purchases of property, plant and equipment
      of
      approximately $16,145,000 as of September 30, 2007 and $26,662,000 as of
      September 30, 2006.




15




**RPC,
        INC. AND SUBSIDIARIES**




**ITEM
                2.**
            **MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**




**Overview**




The
      following discussion should be read in conjunction with the Consolidated
      Financial Statements included elsewhere in this document. See also
“Forward-Looking Statements” on page 26.




RPC,
      Inc.
      (“RPC”) provides a broad range of specialized oilfield services primarily to
      independent and major oilfield companies engaged in exploration, production
      and
      development of oil and gas properties throughout the United States, including
      the Gulf of Mexico, mid-continent, southwest and Rocky Mountain regions, and
      selected international locations.  The Company’s revenues and profits
      are generated by providing equipment and services to customers who operate
      oil
      and gas properties and invest capital to drill new wells and enhance production
      or perform maintenance on existing wells.  We continuously monitor
      factors that impact the level of current and expected customer activity levels,
      such as the price of oil and natural gas, changes in pricing for our services
      and equipment, and utilization of our equipment and personnel.  Our
      financial results are affected by geopolitical factors such as political
      instability in the petroleum-producing regions of the world, overall economic
      conditions and weather in the United States, the prices of oil and natural
      gas,
      and our customers’ drilling and production activities.




The
      discussion of our key business and financial strategies set forth under the
      Overview section in the Company’s annual report on Form 10-K for the fiscal year
      ended December 31, 2006 is incorporated herein by reference.  Since
      year-end, the Company's operational strategies have not changed.




During
      the third quarter of 2007, revenues increased 5.0 percent to $162.0 million
      compared to the same period in the prior year.  The growth in revenues
      resulted from stable activity levels in our industry and capacity additions
      made
      during the past year partially offset by lower equipment utilization and reduced
      pricing resulting from increased competition.  International revenues
      for the third quarter of 2007 increased due to higher customer activity levels
      in Canada, Hungary, Turkmenistan and Egypt which were partially offset by
      declines in Angola and Argentina. We continue to focus on developing
      international growth opportunities; however, it is difficult to predict when
      contracts and projects will be initiated and their ultimate
      duration.




Cost
      of
      services rendered and goods sold as a percentage of revenues increased
      approximately eight percentage points in the third quarter of 2007 compared
      to
      the same period of 2006.  This increase was due primarily to the
      effect on revenues of lower pricing, increase in the cost of certain materials
      and supplies and direct employment costs due to high demand and increased costs
      for people and inputs to perform our services, and lower utilization of
      equipment and personnel.




Selling,
      general and administrative expenses as a percentage of revenues increased by
      approximately one percentage point in the third quarter of 2007 compared to
      the
      third quarter of 2006.  Operating profit decreased in the current
      quarter compared to same period in the prior year due to pricing declines and
      higher depreciation.




16




**RPC,
        INC. AND SUBSIDIARIES**




Income
      before income taxes was $23.5 million for the three months ended September
      30,
      2007 compared to $47.0 million in the prior year.  The effective tax
      rate for the three months ended September 30, 2007 was 36.6 percent compared
      to
      38.7 percent in the prior year.  Diluted earnings per share decreased
      to $0.15 for the three months ended September 30, 2007 compared to $0.29 in
      the
      same period prior year. Cash flows from operating activities were $99.6 million
      for the nine months ended September 30, 2007 compared to $88.6 million for
      the
      same period in the prior year, and cash and cash equivalents were $9.7 million
      at September 30, 2007, an increase of $6.9 million compared to December 31,
      2006.  The notes payable to banks were $148.9 million as of September
      30, 2007 and $6.7 million as of September 30, 2006.




Consistent
      with our strategy to grow our capacity and maintain our existing fleet of high
      demand equipment, capital expenditures were $197.6 million during the first
      nine
      months of 2007. Although we currently expect capital expenditures to be
      approximately $250 million during 2007, the total amount of expenditures for
      the
      year will depend primarily on equipment maintenance requirements and the
      ultimate delivery dates and timing of payments for equipment on
      order.  We expect these expenditures to be primarily directed toward
      our larger, core service lines including primarily pressure pumping, but also
      hydraulic workover, coiled tubing, nitrogen, and rental tools.




**Outlook**





Drilling
      activity in the U.S. domestic oilfields, as measured by the rotary drilling
      rig
      count, has been stable or gradually increasing for several years, and the
      overall domestic rig count during the nine months ended September 30, 2007
      was
      approximately eight percent higher than in the comparable period in 2006. The
      average price of oil decreased by approximately three percent and the average
      price of natural gas increased by approximately four percent during the nine
      months ended September 30, 2007 compared to the prior year.  While the
      overall drilling rig count has increased, drilling activity in the Gulf of
      Mexico has been weak, although there are signs that activity levels will
      increase with completion of industry infrastructure repairs from the 2004 and
      2005 hurricanes. The Company is monitoring recent volatility in oil and natural
      gas prices for any signs of weakness in domestic customer activity
      levels.  Our response to the industry's potential uncertainty is to
      maintain sufficient liquidity and a conservative capital
      structure.  Although we expanded our bank credit facility in 2006 to
      finance our expansion, we will still maintain a conservative financial
      structure.  We expect revenues will be higher in 2007 compared to
      2006; however, we are experiencing pricing pressure for some of our services,
      higher interest expense, higher depreciation expense resulting from increased
      capital expenditures and increases in employment and other operating costs
      which
      reduces our operating profit, income before income taxes, and net
      income.  We believe that all of these performance measures will be
      lower in 2007 than in 2006.  In the Company’s pressure pumping service
      line, we have experienced lower utilization of equipment and downward pressure
      on the pricing for our services, which we believe is based on the large amount
      of increased capacity that has been placed in service, as well as a surplus
      of
      equipment in the U.S. domestic market due to weakness in the Canadian domestic
      market.




17




**RPC,
        INC. AND SUBSIDIARIES**




The
      high
      activity levels in the domestic oilfield have increased demand for equipment
      from the manufacturers of equipment and components used in the Company's
      business.  This increased demand has increased the lead times for
      ordering and delivery of such equipment and components over the past several
      years.  As of the end of the third quarter of 2007, however, we
      believe that much of this demand has been met, and that delivery lead times
      for
      many types of equipment has decreased.  There are still some types of
      equipment for which the Company is experiencing delayed delivery times, which
      hinders the Company’s ability to expand its capacity efficiently and could
      negatively impact its future results.




Further
      discussion of the Company’s outlook is set forth under the Outlook section in
      the Company’s annual report on Form 10-K for the fiscal year ended December 31,
      2006 and is incorporated herein by reference.  There have been no
      significant changes in the Company’s outlook since the filing of the 10-K for
      2006 except as discussed above.





RESULTS
      OF OPERATIONS





Three
                months ended
              September
                30,
            
            
            Nine
                months ended
              September
                30,**2007**
            
            
            2006
            
            
            **2007**
            
            
            2006Consolidated
                revenues [in thousands]
            
            **$**
            **161,961**
            
            
            $
            154,209
            
            
            **$**
            **504,037**
            
            
            $
            436,298Revenues
                by business segment [in thousands]:Technical
            
            **$**
            **134,819**
            
            
            $
            127,929
            
            
            **$**
            **417,324**
            
            
            $
            362,262Support
            
            ****
            **27,142**
            
            
            
            26,280
            
            
            ****
            **86,713**
            
            
            
            74,036Consolidated
                operating profit [in thousands]
            
            **$**
            **24,663**
            
            
            $
            46,625
            
            
            **$**
            **107,353**
            
            
            $
            130,492Operating
                profit (loss) by business segment [in thousands]:Technical
            
            **$**
            **20,558**
            
            
            $
            40,131
            
            
            **$**
            **87,271**
            
            
            $
            113,414Support
            
            ****
            **5,527**
            
            
            
            8,216
            
            
            ****
            **23,564**
            
            
            
            21,768Corporate
            
            **$**
            **(2,728**
            **)**
            
            $
            (3,201
            )
            
            **$**
            **(7,974**
            **)**
            
            $
            (9,170
            )Gain
                on disposition of assets, net
            
            **$**
            **1,306**
            
            
            $
            1,479
            
            
            **$**
            **4,492**
            
            
            $
            4,480Percentage

                cost of services rendered  & goods sold to
                revenues
            
            ****
            **56.5**
            **%**
            
            
            48.0
            %
            
            ****
            **53.0**
            **%**
            
            
            48.0
            %Percentage
                selling, general & administrative expenses to revenues
            
            ****
            **16.3**
            **%**
            
            
            15.2
            %
            
            ****
            **15.7**
            **%**
            
            
            15.4
            %Percentage
                depreciation and amortization expense to revenues
            
            ****
            **12.9**
            **%**
            
            
            7.5
            %
            
            ****
            **10.9**
            **%**
            
            
            7.8
            %Average
                U.S. domestic rig count
            
            ****
            **1,789**
            
            
            
            1,721
            
            
            ****
            **1,760**
            
            
            
            1,626Average
                natural gas price (per thousand cubic feet (mcf))
            
            **$**
            **6.15**
            
            
            $
            5.94
            
            
            **$**
            **6.92**
            
            
            $
            6.68Average
                oil price (per barrel)
            
            **$**
            **75.74**
            
            
            $
            70.21
            
            
            **$**
            **66.56**
            
            
            $
            68.38





18




**RPC,
        INC. AND SUBSIDIARIES**


THREE
      MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
      2006




*Revenues.*Revenues
      for the three months ended September 30, 2007 increased 5.0 percent compared
      to
      the three months ended September 30, 2006.  Domestic revenues
      increased 2.2 percent to $150.7 million during the third quarter of 2007
      compared to the same period in the prior year.  The increases in
      revenues are due primarily to stable customer activity levels and increased
      capacity driven by equipment purchased under our long-term growth plan partially
      offset by increased competition which has adversely impacted utilization of
      equipment and pricing for services.  International revenues increased
      from $6.7 million to $11.2 million compared to the prior year
      quarter.  Revenue increases were realized due to higher customer
      activity levels in Canada, Hungary, Turkmenistan and Egypt which were partially
      offset by declines in Angola and Argentina.  Our international
      revenues are impacted by the timing of project initiation and their ultimate
      duration and can be volatile in nature.




The
      average price of natural gas increased approximately four percent and the
      average price of oil increased almost eight percent during the third quarter
      of
      2007 as compared to the prior year.  The average domestic rig count
      during the quarter was approximately four percent higher than the same period
      in
      2006.  This increase in drilling activity had a positive impact on our
      financial results.  We believe that our activity levels are affected
      more by the price of natural gas than by the price of oil, because the majority
      of U.S. domestic drilling activity relates to natural gas, and many of our
      services are more appropriate for gas wells than oil wells.




The
      Technical Services segment revenues for the quarter increased 5.4 percent
      compared to the third quarter of last year.  Revenues in this segment
      increased due primarily to increased customer activity associated with the
      increased drilling rig count and higher capacity through increased capital
      expenditures. The Support Services segment revenues for the quarter increased
      3.3 percent compared to the third quarter of prior year.  This
      improvement was due to increased drilling rig count and increased capacity
      driven by higher capital expenditures in the rental tool service line, the
      largest within this segment.  Operating profit in the Technical
      Services segment declined, despite the increase in revenues, due primarily
      to
      the negative margin impact from competitive pricing pressure, increased
      employment costs, increased cost of critical materials and supplies expenses
      and
      increased depreciation expense with the additional equipment added to our fleet.
      Operating profit in the Support Services segment decreased, despite the increase
      in revenues, due primarily to large increases in depreciation associated with
      capacity additions, especially in rental tools.




*Cost
      of services rendered and goods sold.* Cost of services rendered and goods
      sold increased 23.5 percent due to the variable nature of many of these
      expenses, including increases in direct employment costs caused by competition
      for qualified employees, materials and supplies, maintenance and repairs, and
      fuel, partially offset by a decrease in equipment sub-rental expense. Cost
      of
      services rendered and goods sold, as a percent of revenues, increased in the
      third quarter of 2007 compared to the third quarter of 2006 due primarily to
      increases in cost of certain critical materials and supplies and direct
      employment costs due to high demand for people and inputs to perform our
      services coupled with lower utilization of equipment and personnel and
      competitive pricing pressures in the pressure pumping service line.




19




**RPC,
        INC. AND SUBSIDIARIES**




*Selling,
      general and administrative expenses.* Selling, general and
      administrative expenses for the three months ended September 30, 2007 increased
      12.1 percent to $26.3 million compared to $23.5 million for the three months
      ended September 30, 2006. This increase was primarily due to higher compensation
      costs and other operational expenses associated with new operational
      locations.  However, these costs as a percent of revenues increased
      slightly during the three months ended September 30, 2007 compared to the same
      period in the prior year.




*Depreciation
      and amortization.* Depreciation and amortization totaled $20.8
      million for the three months ended September 30, 2007, an 80.1 percent increase,
      compared to $11.6 million for the quarter ended September 30, 2006. This
      increase in depreciation and amortization resulted from a higher level of
      capital expenditures during recent quarters within both Technical Services
      and
      Support Services to increase capacity, expand facilities and to maintain our
      existing fleet of equipment.




*Gain
      on disposition of assets, net*.  Gain on disposition of assets,
      net was $1.3 million compared to $1.5 million in the comparable period in the
      prior year.  The gain on disposition of assets, net include gains or
      losses related to various property and equipment dispositions or sales to
      customers of lost or damaged rental equipment.




*Other
      income, net.*Other income, net was $200 thousand for the three months ended
      September 30, 2007 and $320 thousand for the same period in the prior
      year.  Other income, net primarily includes gains from settlements of
      various legal and insurance claims.




*Interest
      expense and interest income.*Interest expense**was
      $1.4 million for the three months ended September 30, 2007 compared to $47
      thousand for the quarter ended September 30, 2006.  The increase in
      2007 is due to outstanding interest bearing advances on our revolving line
      of
      credit, net of interest capitalized on equipment and facilities under
      construction.  Interest income declined to $17 thousand for the three
      months ended September 30, 2007 compared to $60 thousand for the same period
      of
      the prior year.  The decrease in interest income was due to lower
      average cash balances in the third quarter of 2007 compared to the prior
      year.




*Income
      tax provision.*Income tax provision was $8.6 million during the three
      months ended September 30, 2007, compared to $18.2 million in
      2006.  This decrease was due to the decrease in income before taxes
      and a decrease in the effective tax rate to 36.6 percent for the three months
      ended September 30, 2007 from 38.7 percent for the three months ended September
      30, 2006.




NINE
      MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
      2006




*Revenues.*Revenues
      for the nine months ended September 30, 2007 increased 15.5 percent compared
      to
      the nine months ended September 30, 2006.  Domestic revenues increased
      13.3 percent to $470.7 million during the first nine months of 2007 compared
      to
      the same period in the prior year.  The increases in revenues are due
      primarily to stable activity levels and increased capacity driven by equipment
      purchased under our growth plan which has been negatively impacted by a decrease
      in equipment utilization and pricing for our services resulting from increased
      competition.  International revenues increased from $20.8 million to
      $33.3 million compared to the prior year quarter.  Revenue increases
      were realized due to higher customer activity levels in Canada, Hungary,
      Turkmenistan, Cameroon and Egypt partially offset by declines in Kuwait and
      Argentina.  Our international revenues are impacted by the timing of
      project initiation and their ultimate duration and can be volatile in
      nature.




20




**RPC,
        INC. AND SUBSIDIARIES**




The
      average price of natural gas increased by approximately four percent and the
      average price of oil decreased almost three percent during the nine months
      ended
      September 30, 2007 as compared to the prior year.  The average
      domestic rig count during the nine months ended September 30, 2007 was
      approximately eight percent higher than the same period in 2006.  This
      increase in drilling activity had a positive impact on our financial
      results.  We believe that our activity levels are affected more by the
      price of natural gas than by the price of oil, because the majority of U.S.
      domestic drilling activity relates to natural gas, and many of our services
      are
      more appropriate for gas wells than oil wells.




The
      Technical Services segment revenues for the first nine months of 2007 increased
      15.2 percent compared to the comparable period of last year.  Revenues
      in this segment increased due primarily to higher capacity through increased
      capital expenditures and increased customer activity resulting from increased
      drilling rig count. The Support Services segment revenues for the first nine
      months of 2007 increased 17.1 percent compared to the comparable period of
      prior
      year.  This improvement was due to increased capacity driven by higher
      capital expenditures, increased utilization and improved pricing driven by
      higher customer demand in the rental tool service line, the largest within
      this
      segment.  Operating profit in the Technical Services segment declined,
      despite the increase in revenues, due primarily to negative margin impact from
      competitive pricing pressure in fracturing and increased depreciation expense
      as
      a result of additions of equipment to our fleet. Operating profit in the Support
      Services segment increased due to the increase in revenues despite large
      increases in depreciation associated with capacity additions, especially in
      rental tools.  As a percentage of revenues, operating profit also
      increased due to improved pricing and operational leverage in the rental tool
      service line, which has high fixed costs.




*Cost
      of services rendered and goods sold.* Cost of services rendered and goods
      sold increased 27.5 percent due to the variable nature of many of these
      expenses, including compensation, maintenance and repair expenses, materials
      and
      supplies expenses, increases in fuel costs and increased expenses associated
      with RPC’s growth plan offset by a decrease in equipment rental
      expenses.  Cost of services rendered and goods sold, as a percent of
      revenues, increased in the first nine months of 2007 compared to the first
      nine
      months of 2006 due primarily to competitive pricing pressures in the pressure
      pumping service line and some operational inefficiencies associated with
      executing our growth plan.




*Selling,
      general and administrative expenses.* Selling, general and
      administrative expenses for the nine months ended September 30, 2007 increased
      18.3 percent to $79.2 million compared to $67.0 million for the nine months
      ended September 30, 2006. This increase was primarily due to higher compensation
      costs and other operational expenses associated with new operational locations
      consistent with higher activity levels.  However, these costs as a
      percent of revenues increased slightly during the nine months ended September
      30, 2007 compared to the same period in the prior year.




*Depreciation
      and amortization.* Depreciation and amortization totaled $54.8
      million for the nine months ended September 30, 2007, a 61.8 percent increase,
      compared to $33.9 million for the nine months ended September 30, 2006. This
      increase in depreciation and amortization resulted from a higher level of
      capital expenditures during recent quarters within both Technical Services
      and
      Support Services to increase capacity, expand facilities and to maintain our
      existing fleet of equipment.




21




**RPC,
        INC. AND SUBSIDIARIES**




*Gain
      on disposition of assets, net*.  Gain on disposition of assets,
      net was $4.5 million compared to $4.5 million in the comparable period in the
      prior year.  The gain on disposition of assets, net for the first nine
      months of 2007 and 2006 include gains or losses related to various property
      and
      equipment dispositions or sales to customers of lost or damaged rental
      equipment.




*Other
      income, net.*Other income, net was $1.6 million for the nine months ended
      September 30, 2007 and $700 thousand for the same period in the prior
      year.  Other income, net primarily includes gains from settlements of
      various legal and insurance claims.




*Interest
      expense and interest income.*Interest expense**was
      $2.5 million for the nine months ended September 30, 2007 compared to $58
      thousand for the nine months ended September 30, 2006.  The increase
      in 2007 is due to outstanding interest bearing advances on our revolving line
      of
      credit, net of interest capitalized on equipment and facilities under
      construction. Interest income declined to $49 thousand for the nine months
      ended
      September 30, 2007 compared to $318 thousand for the same period of the prior
      year.  The decrease in interest income was due to lower average cash
      balances during the nine months ended September 30, 2007 compared to the prior
      year.




*Income
      tax provision.*Income tax provision was $39.8 million during the nine
      months ended September 30, 2007, compared to $50.2 million in
      2006.  This decline was due to the decrease in income before taxes and
      a decrease in the effective tax rate to 37.3 percent for the nine months ended
      September 30, 2007 from 38.2 percent for the nine months ended September 30,
      2006.





LIQUIDITY
      AND CAPITAL RESOURCES





*Cash
      Flows*




The
      Company’s cash and cash equivalents at September 30, 2007 were $9.7
      million.  The following table sets forth the historical cash flows for
      the nine months ended September 30, 2007 and 2006:





**Nine
                months ended**
              **September
                30,*****(In
                thousands)***
            
            **2007**
            
            
            2006Net
                cash provided by operating activities
            
            **$**
            **99,598**
            
            
            $
            88,550Net
                cash used for investing activities
            
            ****
            **191,255**
            
            
            
            91,359Net
                cash provided by (used for) financing activities
            
            ****
            **98,585**
            
            
            
            (2,985
            )




Cash
      provided by operating activities for the nine months ended September 30, 2007
      increased by $11.0 million compared to the comparable period in the prior year
      despite a decrease of $14.5 million in net income.  The increase was
      attributable primarily to an increase in depreciation as a result of increased
      capital expenditures partially offset by a $2.2 million higher cash contribution
      to the Company’s pension plan.  The growth in working capital for the
      nine months ended September 30, 2007 compared to the same period of 2006 was
      lower by $3.5 million.  Lower growth in accounts receivable due to
      lower revenue growth was partially offset by increases in income taxes
      receivable/ payable, net and decreases in accounts payable due to the timing
      of
      payments.




22




**RPC,
        INC. AND SUBSIDIARIES**




Cash
      used
      for investing activities for the nine months ended September 30, 2007 increased
      by $99.9 million, compared to the nine months ended September 30, 2006, as
      a
      result of higher capital expenditures to increase capacity and maintain our
      existing equipment.




Cash
      provided by financing activities for the nine months ended September 30, 2007
      increased by $101.6 million, compared to the nine months ended September 30,
      2006, due to an increase in net borrowings from notes payable to banks during
      the first nine months of 2007.  This increase was partially offset by
      an increase in dividends paid to common shareholders.




*Financial
      Condition and Liquidity*




The
      Company’s financial condition as of September 30, 2007, remains
      strong.  We believe the liquidity provided by our existing cash and
      cash equivalents, our overall strong capitalization, cash expected to be
      generated from operations and our credit facility will provide sufficient
      capital to meet our requirements for at least the next twelve
      months.  The Company currently has a $250 million revolving credit
      facility (the "Revolving Credit Agreement") maturing in 2011, subject to
      extension.  The Revolving Credit Agreement contains customary terms
      and conditions, including certain financial covenants including covenants
      restricting RPC's ability to incur liens or merge or consolidate with another
      entity.  Our outstanding borrowings were $148.9 million at September
      30, 2007, therefore a total of $82.8 million was available under our facility
      as
      of September 30, 2007. Approximately $18.3 million of the credit facility
      supports outstanding letters of credit relating to self-insurance programs
      or
      contract bids.  Additional information regarding our Revolving Credit
      Agreement is included in Note 10 to our Consolidated Financial Statements
      included in this report.




The
      Company’s decisions about the amount of cash to be used for investing and
      financing purposes are influenced by its capital position, including access
      to
      borrowings under our credit facility, and the expected amount of cash to be
      provided by operations.  We believe our liquidity will continue to
      provide the opportunity to grow our asset base and revenues during periods
      with
      positive business conditions and strong customer activity levels.  In
      addition, the Company's decisions about the amount of cash to be used for
      investing and financing activities may also be influenced by the financial
      covenants in our credit facility.




*Cash
      Requirements*




The
      Company currently expects that capital expenditures during 2007 will be
      approximately $250 million, of which $197.6 million has been spent as of
      September 30, 2007.  We expect these expenditures to be primarily
      directed towards revenue-producing equipment in our larger, core service lines
      including pressure pumping, snubbing, nitrogen, and rental tools. The actual
      amount of 2007 expenditures will depend primarily on equipment maintenance
      requirements, expansion opportunities, and equipment delivery
      schedules.




23




**RPC,
        INC. AND SUBSIDIARIES**




The
      Company’s Retirement Income Plan, a multiple employer trusteed defined benefit
      pension plan, provides monthly benefits upon retirement at age 65 to eligible
      employees.  During the first quarter of 2007, the Company contributed
      $4.8 million to the pension plan.  The Company does not currently
      expect to make any additional contributions to the pension plan for the
      remainder of 2007.




The
      Company’s Board of Directors announced a stock buyback program on March 9, 1998
      authorizing the repurchase of 11,812,500 shares.  The Company did not
      repurchase any stock under the program during the nine months ended September
      30, 2007, but it may repurchase outstanding common shares periodically based
      on
      market conditions and our capital allocation strategies and restrictions under
      our credit facility.  The stock buyback program does not have a
      predetermined expiration date.




On
      October 23, 2007, the Board of Directors approved a $0.05 per share cash
      dividend payable December 10, 2007 to stockholders of record at the close of
      business November 12, 2007.  The Company expects to continue to pay
      cash dividends to common stockholders, subject to the earnings and financial
      condition of the Company and other relevant factors.





INFLATION




The
      Company purchases its equipment and materials from suppliers who provide
      competitive prices.  Due to the increases in activity in the domestic
      oilfield over the past several years, the Company has experienced some upward
      wage pressures in the labor markets from which it hires employees.  In
      addition, the costs of materials and supplies used to provide services to our
      customers has increased as well, and we have not been able to pass all of these
      price increases to our customers, due to increased competition.  If
      inflation in the general economy increases, the Company’s costs for equipment,
      materials and labor could increase as well.  Also the price of steel,
      for both the commodity and for products manufactured with steel, has increased
      dramatically due to increased worldwide demand.  Although prices have
      moderated, they remain high by historical standards.  This factor has
      affected the Company's operations by extending time for deliveries of new
      equipment and receipt of price quotations that may only be valid for a limited
      period of time.  If this factor continues, it is possible that the
      cost of the Company's new equipment will increase which would result in higher
      capital expenditures and depreciation expense. RPC may not be able to recover
      such increased costs through price increases to its customers, thereby reducing
      the Company's future profits.





OFF
      BALANCE SHEET ARRANGEMENTS





The
      Company does not have any material
      off balance sheet arrangements.





RELATED
      PARTY TRANSACTIONS




*Marine
      Products Corporation*




Effective
      February 28, 2001, the Company spun-off the business conducted through Chaparral
      Boats, Inc, RPC’s former powerboat manufacturing segment.  In
      conjunction with the spin-off, RPC and Marine Products entered into various
      agreements that define the companies’ relationship.  A detailed
      discussion of the various agreements in effect is contained in the Company’s
      annual report on Form 10-K for the year ended December 31,
      2006.  During the nine months ended September 30, 2007, RPC charged
      Marine Products for its allocable share of administrative costs incurred for
      services rendered on behalf of Marine Products totaling $679,000 compared to
      $576,000 for the comparable period in 2006.




24




**RPC,
        INC. AND SUBSIDIARIES**




*Other*




The
      Company periodically purchases in the ordinary course of business products
      or
      services from suppliers who are owned by officers or significant shareholders
      of, or affiliated with the directors of RPC. The total amounts paid to these
      affiliated parties were approximately $801,000 for the nine months ended
      September 30, 2007 and $956,000 for the nine months ended September 30,
      2006.




RPC
      receives certain administrative services and rents office space from Rollins,
      Inc. (a company of which Mr. R. Randall Rollins is also Chairman, and which
      is
      controlled by Mr. Rollins and his affiliates).  The service agreements
      between Rollins, Inc. and the Company provide for the provision of services
      on a
      cost reimbursement basis and are terminable on nine months
      notice.  The services covered by these agreements include office
      space, selected administration services for certain employee benefit programs,
      and other administrative services. Charges to the Company (or to corporations
      which are subsidiaries of the Company) for such services and rent aggregated
      approximately $52,000 for the nine months ended September 30, 2007 and $143,000
      for the nine months ended September 30, 2006.





CRITICAL
      ACCOUNTING POLICIES




The
      discussion of Critical Accounting Policies is incorporated herein by reference
      from the Company’s annual report on Form 10-K for the fiscal year ended December
      31, 2006.  There have been no significant changes in the critical
      accounting policies since year-end.




IMPACT
      OF RECENT ACCOUNTING PRONOUNCEMENTS




See
      Note 3 of the Notes to Consolidated Financial Statements for a description
      of recent accounting pronouncements, including the expected dates of adoption
      and estimated effects on results of operations and financial
      condition.




SEASONALITY





Oil
      and natural gas prices affect
      demand throughout the oil and natural gas industry, including the demand for
      the
      Company’s products and services. The Company’s business depends in large part on
      the conditions of the oil and gas industry, and specifically on the capital
      expenditures of its customers related to the exploration and production of
      oil
      and natural gas.  There is a positive correlation between these
      expenditures and customers’ demand for the Company’s services.  As
      such, when these expenditures fluctuate, customers’ demand for the Company’s
      services fluctuates as well.  These fluctuations depend on the current
      and projected prices of oil and natural gas and resulting drilling activity,
      and
      are not seasonal to any material degree.




25




**RPC,
        INC. AND SUBSIDIARIES**




FORWARD-LOOKING
      STATEMENTS





Certain
      statements made in this report
      that are not historical facts are “forward-looking statements” under Section 21E
      of the Securities Exchange Act of 1934 and the Private Securities Litigation
      Reform Act of 1995. Such forward-looking statements may include, without
      limitation, statements regarding the effect of recent accounting pronouncements
      on the Company’s consolidated financial statements, forecasted recognition of
      tax benefits, our ability to acquire and delivery times for revenue-producing
      equipment to support long-term growth, our business strategy, plans and
      objectives, including the development of international growth opportunities,
      market risk exposure, adequacy of capital resources and funds, opportunity
      for
      growth and expansion, the anticipated relative impact of natural gas and oil
      prices on Company activity levels, anticipated pension funding payments and
      capital expenditures, our expectations for 2007 revenues, net income and other
      operating results, expectations as to future stock repurchases and payment
      of
      dividends, the impact of inflation on the Company’s financial position and
      operating results, our beliefs and expectations regarding future demand for
      our
      products and services, effect of litigation on our financial position and
      results of operations, and other events and conditions that may influence the
      oilfield services market and our performance in the future.  The
      Company does not undertake to update its forward-looking
      statements.





The
      words “may,” “will,” “expect,”
“believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar
      expressions generally identify forward-looking statements. Such statements
      are
      based on certain assumptions and analyses made by our management in light of
      its
      experience and its perception of historical trends, current conditions, expected
      future developments and other factors it believes to be
      appropriate.  These statements involve known and unknown risks,
      uncertainties and other factors which may cause the actual results, performance
      or achievements of RPC to be materially different from any future results,
      performance or achievements expressed or implied in such forward looking
      statements.  Risk factors that could cause such future events not to
      occur as expected include those described in the Company's Annual Report on
      Form
      10-K for the fiscal year ended December 31, 2006, its other SEC filings and
      the
      following:  the possibility of declines in the price of oil and
      natural gas, which tend to result in a decrease in drilling activity and
      therefore a decline in the demand for our services, the actions of the OPEC
      cartel, the ultimate impact of current and potential political unrest and armed
      conflict in the oil producing regions of the world, which could impact drilling
      activity, adverse weather conditions in oil or gas producing regions, including
      the Gulf of Mexico, competition in the oil and gas industry, the Company’s
      ability to implement price increases, and risks of international
      operations.





26




**RPC,
        INC. AND SUBSIDIARIES**




ITEM
      3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK




The
      Company is subject to interest rate risk exposure through borrowings on its
      $250
      million credit facility.  As of September 30, 2007, there are
      outstanding interest-bearing advances of $148.9 million on our credit facility
      which bear interest at a floating rate.  A change in the interest rate
      of one percent on the balance outstanding at September 30, 2007 would cause
      a
      change of $1,489,000 million in total annual interest costs.


.


ITEM
      4.  CONTROLS AND PROCEDURES




*Evaluation
      of disclosure controls and procedures -* The Company maintains disclosure
      controls and procedures that are designed to ensure that information required
      to
      be disclosed in its Exchange Act reports is recorded, processed, summarized
      and
      reported within the time periods specified in the Commission’s rules and forms,
      and that such information is accumulated and communicated to its management,
      including the Chief Executive Officer and Chief Financial Officer, as
      appropriate, to allow timely decisions regarding required
      disclosure.




As
      of the
      end of the period covered by this report, September 30, 2007 (the “Evaluation
      Date”), the Company carried out an evaluation, under the supervision and with
      the participation of its management, including the Chief Executive Officer
      and
      Chief Financial Officer, of the effectiveness of the design and operation of
      its
      disclosure controls and procedures.  Based upon this evaluation, the
      Chief Executive Officer and the Chief Financial Officer concluded that the
      Company’s disclosure controls and procedures were effective at a reasonable
      assurance level as of the Evaluation Date.




*Changes
      in internal control over financial reporting –* Management’s evaluation of
      changes in internal control did not identify any changes in the Company’s
      internal control over financial reporting that occurred during the Company’s
      most recent fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.









27




**RPC,
        INC. AND SUBSIDIARIES**




PART
      II.  OTHER INFORMATION





ITEM
      1. LEGAL
      PROCEEDINGS





RPC
      is
      involved in litigation from time to time in the ordinary course of its
      business.  RPC does not believe that the outcome of such litigation
      will have a material adverse effect on the financial position or results of
      operations of RPC.





ITEM
      1A. RISK
      FACTORS





See
      risk
      factors described in the Company’s Annual Report on Form 10-K for the year ended
      December 31, 2006.





ITEM
      2. UNREGISTERED SALES OF
      EQUITY SECURITIES AND USE OF PROCEEDS




*Purchases
      of Equity Securities by the Issuer and Affiliated Purchasers*




Shares
      repurchased by the Company and affiliated purchases in the third quarter of
      2007
      are outlined below.


Period
                
                Total
                    Number of
                  Shares
                    (or Units) Purchased
                
                
                Average
                    Price Paid
                  Per
                    Share (or Unit)
                
                
                Total
                    Number of Shares (or Units) Purchased as Part of Publicly Announced
                    Plans
                    or Programs
                  (2)
                
                
                Maximum
                    Number (or Approximate Dollar
                  Value)
                    of Shares (or
                  Units)
                    that May Yet Be Purchased Under the
                  Plans
                    or ProgramsMonth
                    #1July
                    1, 2007 to July 31, 2007
                
                
                260,800
                (1)
                
                $
                12.23
                
                
                
                -
                
                
                
                4,066,965Month
                    #2August
                    1, 2007 to August 31, 2007
                
                
                2,308,600
                (1)
                
                $
                12.56
                
                
                
                -
                
                
                
                4,066,965Month
                    #3September
                    1, 2007 to September 30, 2007
                
                
                48,700
                (1)
                
                $
                13.08
                
                
                
                -
                
                
                
                4,066,965Totals
                
                
                2,618,100
                
                
                $
                12.54
                
                
                
                -
                
                
                
                4,066,965
 (1)
              Consists
                  of shares purchased by "affiliated purchasers" under Rule 10b -
                  18 of the
                  Securities Exchange Act of open market transactions. These affiliated
                  purchases were made by RFT Investment Co. LLC of which LOR, Inc.
                  is the
                  manager. Mr. R. Randall Rollins and Mr. Gary W. Rollins having voting
                  control of LOR, Inc.(2)
              The
                  Company’s Board of Directors announced a stock buyback program in March
                  1998 authorizing the repurchase of 11,812,500 shares in the open
                  market. During the third quarter of 2007, there were no purchases of
                  shares on the open market. Currently the program does not have
                  a
                  predetermined expiration
                  date.




28




**RPC,
        INC. AND SUBSIDIARIES**





ITEM
      3. DEFAULTS UPON SENIOR
      SECURITIES





None





ITEM
      4. SUBMISSION OF MATTERS
      TO A VOTE OF SECURITY HOLDERS





None





ITEM
      5. OTHER
      INFORMATION





None







29





**RPC,
        INC. AND SUBSIDIARIES**




ITEM
      6. Exhibits





**Exhibit**
              **Number**
            **Description**3.1(a)
            Restated
                certificate of incorporation of RPC, Inc. (incorporated herein by
                reference to Exhibit 3.1 to the Annual Report on Form 10-K for the
                fiscal
                year ended December 31, 1999).3.1(b)
            Certificate
                of amendment of the certificate of incorporation of RPC, Inc.
                (incorporated by reference to Exhibit 3.1(b) to Registrant’s Quarterly
                Report on Form 10-Q filed on May 8, 2006).3.2
            Bylaws
                of RPC, Inc. (incorporated herein by reference to Exhibit 3.2 to
                the
                Registrant’s Quarterly Report on Form 10-Q filed on May 5,
                2004).4
            Form
                of Stock Certificate (incorporated herein by reference to Exhibit
                4 to the
                Registrant’s Annual Report on Form 10-K for the fiscal year ended December
                31, 1998).31.1
            Section
                302 certification for Chief Executive Officer.31.2
            Section
                302 certification for Chief Financial Officer.32.1
            Section
                906 certifications for Chief Executive Officer and Chief Financial
                Officer.







30




**RPC,
        INC. AND SUBSIDIARIES**





**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.





**RPC,
                INC.**/s/
              Richard A. HubbellDate:  October
              31, 2007
            
            Richard
              A. HubbellPresident
                and Chief Executive Officer(Principal
                Executive Officer)/s/
                Ben M. PalmerDate:  October
              31, 2007
            
            Ben
                M. PalmerVice
                President and Chief Financial Officer(Principal
                Financial and Accounting Officer)








31