##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 001-15903
   CARBO Ceramics Inc.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE(State or other jurisdiction
    of
    incorporation or organization)

72-1100013(I.R.S. Employer
    Identification Number)   6565
    MacArthur Boulevard
    Suite 1050
    Irving, Texas 75039 (Address
    of principal executive offices)
  (972) 401-0090 (Registrants
    telephone number)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


1Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


11Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


13Item 4A.


Executive Officers


13PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


14Item 6.


Selected Financial Data


17Item 7.


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


18Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


26Item 8.


Financial Statements and Supplementary Data


27Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


27Item 9A.


Controls and Procedures


27Item 9B.


Other Information


27PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


28Item 11.


Executive Compensation


28Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


28Item 13.


Certain Relationships and Related Transactions
    and Director Independence


28Item 14.


Principal Accounting Fees and Services


28PART IVItem 15.


Exhibits and Financial Statement Schedules


28Signatures


29Managements Report on Internal Control Over
    Financial Reporting


F-1Reports of Independent Registered Public
    Accounting Firm


F-2Consolidated Financial Statements


F-4Schedule II  Consolidated
    Valuation and Qualifying Accounts


S-1EX-21EX-23EX-31.1EX-31.2EX-32




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##### Table of Contents



PART I  Item 1.
    Business  General
        HSP ® PROP ® HSP ® PROP ® HSP ® HSP ®
  LITE ® ECONOPROP ® LITE ® LITE ® ECONOPROP ® HYDROPROP tm
    on-site
 1




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on-site
      Competition
      HSP ® PROP ® LITE ® ECONOPROP ® HYDROPROP
     2




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Customers
    and Marketing
  just-in-time and/or
         3




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For the Years Ended December 31,2008


2007


2006($ in millions)LocationUnited States

$
273.8


$
191.6


$
181.9International


114.0



108.4



101.9Total

$
387.8


$
300.0


$
283.8   Production
    Capacity
          AnnualLocation

Capacity(Millions of pounds)New Iberia, Louisiana


50Eufaula, Alabama


260McIntyre, Georgia


275Toomsboro, Georgia


500Luoyang, China


100Kopeysk, Russia


100Total current capacity


1,285   just-in-time
 4




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Long-Lived
    Assets By Geographic Area
    2008


2007


2006($ in millions)Long-lived assets:United States

$
196.0


$
195.2


$
160.8International (primarily China and Russia)


55.1



64.4



58.1Total

$
251.1


$
259.6


$
218.9   Distribution
  just-in-time
  Raw
    Materials
    HSP ® PROP ®
  LITE ® ECONOPROP ®
  LITE ® ECONOPROP ® HYDROPROP tm
  PROP ® LITE ®
  PROP ®
 5




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Production
    Process
      Patent
    Protection and Intellectual Property
    LITE ® ECONOPROP ® i 2
      Environmental
    and Other Governmental Regulations
   6




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Employees
    Forward-Looking
    Information
  Form 10-K, Form 10-Q Form 8-K
    
    a potential decline in the demand for oil and natural gas;
    potential declines or increased volatility in oil and natural
    gas prices that would adversely affect our customers, the energy
    industry or our production costs;
    potential reductions in spending on exploration and development
    drilling in the oil and natural gas industry that would reduce
    demand for our products and services;
    an increase in competition in the proppant market;
    the development of alternative stimulation techniques, such as
    extraction of oil or gas without fracturing;
    the development of alternative proppants for use in hydraulic
    fracturing;
    general global economic and business conditions;
    an increase in raw materials costs;
    fluctuations in foreign currency exchange rates; and
    the potential expropriation of assets by foreign governments.    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K http://www.carboceramics.com
 7




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1-800-SEC-0330. http://www.sec.gov.
  Item 1A.
    Risk
    Factors  Form 10-K
  Our
    business and financial performance depend on the level of
    activity in the natural gas and oil industries.
    Our
    business and financial performance could suffer if new processes
    are developed to replace hydraulic fracturing.
    We may
    be adversely affected by decreased demand for ceramic proppant
    or the development by our competitors of effective alternative
    proppants.
   8




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We
    rely upon, and receive a significant percentage of our revenues
    from, a limited number of key customers.
  just-in-time
  We
    rely on certain patents.
    Third
    parties may claim that we are infringing their intellectual
    property rights.
    We
    operate in an increasingly competitive market.
    Significant
    increases in fuel prices for any extended periods of time will
    increase our operating expenses.
   9




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Environmental
    compliance costs and liabilities could reduce our earnings and
    cash available for operations.
  Form 10-K,
    Our
    international operations subject us to risks inherent in doing
    business on an international level that could adversely impact
    our results of operations.
    
    economic and political instability (including as a result of the
    threat or occurrence of armed international conflict or
    terrorist attacks);
    changes in regulatory requirements, tariffs, customs, duties and
    other trade barriers;
    transportation delays;
    power supply shortages and shutdowns;
    difficulties in staffing and managing foreign operations and
    other labor problems;
    currency rate fluctuations, convertibility and repatriation;
    taxation of our earnings and the earnings of our personnel;
    potential expropriation of assets by foreign
    governments; and
    other risks relating to the administration of or changes in, or
    new interpretations of, the laws, regulations and policies of
    the jurisdictions in which we conduct our business.   10




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and/or
  Undetected
    defects in our fracture simulation software could adversely
    affect our business.
    The
    market price of our common stock will fluctuate, and could
    fluctuate significantly.
    
    the liquidity of the market for our common stock;
    differences between our actual financial or operating results
    and those expected by investors and analysts;
    changes in analysts recommendations or projections;
    new statutes or regulations or changes in interpretations of
    existing statutes and regulations affecting our business;
    changes in general economic or market conditions; and
    broad market fluctuations.  Our
    actual results could differ materially from results anticipated
    in forward-looking statements we make.
  Form 10-K Form 10-K.
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   11




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786-acre
        Item 3.
    Legal
    Proceedings     12




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Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 4A.
    Executive
    Officers of the Registrant             13




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Common
    Stock Market Prices, Dividends and Stock Repurchases
      2008


2007Cash








CashSales Price


Dividends


Sales Price


DividendsQuarter Ended

High


Low


Declared


High


Low


DeclaredMarch 31

$
40.10


$
33.20


$
0.14


$
46.93


$
34.34


$
0.12June 30


58.90



41.24



0.14



48.33



41.37



0.12September 30


61.83



47.90



0.17



51.00



41.35



0.14December 31


50.47



31.50



0.17



51.94



36.69



0.14         ISSUER
    PURCHASES OF EQUITY SECURITIES
  Total Number ofShares Purchased as


Maximum Number ofPart of Publicly


Shares that May YetTotal Number of


Average Price Paid


Announced


be Purchased UnderPeriod

Shares Purchased


per Share(1)


Plan(2)(3)


the Plan(4)10/01/08 to 10/31/08


133,061
(5)

$
44.73



127,400



1,800,00011/01/08 to 11/30/08


390,000


$
41.63



390,000



1,410,00012/01/08 to 12/31/08


469,800


$
35.42



469,800



940,200Total


992,861
(5)






987,200



940,200     (1)
    
    Average price paid excludes commissions.(2)
    
    On August 28, 2008, the Company announced the authorization
    by its Board of Directors for the repurchase of up to two
    million shares of its Common Stock.(3)
    
    Selected repurchases were made under a Written Plan for the
    Repurchase of Securities with an agent that complies with the
    requirements of
    Rule 10b5-1
    of the Securities Exchange Act of 1934 (the 10b5-1 14




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##### Table of Contents



Agreement). The agent repurchased a number of shares of
    our common stock determined under the terms of the 10b5-1
    Agreement each trading day based on the trading price of the
    stock on that day. Shares were repurchased by the agent at the
    prevailing market prices, in open market transactions which
    complied with
    Rule 10b-18
    of the Securities Exchange Act of 1934.(4)
    
    Represents the maximum number of shares that are available to be
    repurchased under the previously announced authorization as of
    period end. As of February 24, 2009, a maximum of
    875,500 shares are available to be repurchased under the
    previously announced authorization.(5)
    
    Includes 5,661 shares of restricted stock withheld for the
    payment of withholding taxes upon the vesting of restricted
    stock. 15




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Stock
    Performance Graph
    COMPARISON
    OF 10 YEAR CUMULATIVE TOTAL RETURN* Among
    CARBO Ceramics, Inc., The S&P 500 Index
    And The S&P SmallCap 600 - Oil & Gas Equipments &
    Services Index
  
  12/31/98
   ©
 16




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Years Ended December 31,2008


2007


2006


2005


2004($ in thousands, except per share data)Statement of Income Data:Revenues

$
387,828


$
299,996


$
283,829


$
230,711


$
205,554Cost of sales


260,394



198,070



179,897



139,844



121,781Gross profit


127,434



101,926



103,932



90,867



83,773Selling, general and administrative expenses(1)


40,351



30,467



26,300



22,186



20,791Operating profit


87,083



71,459



77,632



68,681



62,982Other, net


1,266



3,120



2,944



1,536



729Income before income taxes


88,349



74,579



80,576



70,217



63,711Income taxes


27,944



24,938



28,331



24,754



23,595Income from continuing operations


60,405



49,641



52,245



45,463



40,116Discontinued operations(2):Income from discontinued operations, net of taxes


5,784



4,229



2,008



1,157



1,557Gain on disposal of discontinued operations, net of tax


44,127















Net income

$
110,316


$
53,870


$
54,253


$
46,620


$
41,673Earnings per basic share:Income from continuing operations

$
2.48


$
2.04


$
2.15


$
1.89


$
1.68Income from discontinued operations


0.24



0.17



0.08



0.05



0.07Gain on disposal of discontinued operations


1.81















Basic earnings per share

$
4.53


$
2.21


$
2.23


$
1.94


$
1.75Earnings per diluted share:Income from continuing operations

$
2.47


$
2.03


$
2.14


$
1.88


$
1.67Income from discontinued operations


0.24



0.17



0.08



0.05



0.06Gain on disposal of discontinued operations


1.80















Diluted earnings per share

$
4.51


$
2.20


$
2.22


$
1.93


$
1.73   17




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December 31,2008


2007


2006


2005


2004($ in thousands, except per share data)Balance Sheet Data:Current assets

$
295,712


$
192,524


$
133,378


$
140,237


$
141,496Current liabilities


83,848



33,264



33,164



35,846



28,695Property, plant and equipment, net


244,902



253,261



214,773



167,199



116,591Total assets


549,279



453,123



404,665



355,796



297,517Total shareholders equity


442,534



389,439



342,859



293,366



244,367Cash dividends per share

$
0.62


$
0.52


$
0.44


$
0.36


$
0.29Discontinued operations (included above)(2):Assets held for sale

$



$
66,191


$
51,305


$
43,170


$
35,460Liabilities held for sale






4,024



1,082



463



497     (1)
    
    Selling, general and administrative (SG&A) expenses for
    2008, 2007, 2006, 2005 and 2004 include costs of
    start-up
    activities of $1,108,000, $1,215,000, $474,000, $1,092,000, and
    none, respectively.
    Start-up
    costs for 2008 relate to the
    start-up of
    the second production line at the Companys Toomsboro,
    Georgia facility and the reopening of the New Iberia, Louisiana
    manufacturing facility previously idled earlier during 2008.
    Start-up
    costs for 2007 are related primarily to the new production
    facility in Kopeysk, Russia.
    Start-up
    costs for 2006 and 2005 are related primarily to the new
    production facility in Toomsboro, Georgia. SG&A expenses in
    2008, 2007, 2006, 2005 and 2004 also include losses of
    $1,599,000, $268,000, none, $95,000, and $1,144,000,
    respectively, associated with the write-off of a prepayment for
    the purchase of ceramic proppant from a China proppant
    manufacturer in 2008 and disposal of certain equipment and
    impairment of certain software in other years.(2)
    
    On October 10, 2008, the Company completed the sale of its
    fracture and reservoir diagnostics business, the Pinnacle name
    and related trademarks. Consequently, these operations are
    presented as discontinued operations and the related assets and
    liabilities are presented as held for sale. At December 31,
    2007, assets and liabilities held for sale are presented as
    current assets and current liabilities, respectively. Assets and
    liabilities held for sale as of December 31, 2006, 2005 and
    2004, are presented as previously reported in the Companys
    financial statements for those periods.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Level Overview
   18




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PROP ® HSP ®
 19




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
    increasing marketing activities globally;
    improving and expanding its distribution capabilities; and
    focusing on new product development.    General
    Business Conditions
    HYDROPROP tm
  Critical
    Accounting Policies
     20




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##### Table of Contents



first-in,
      Results
    of Operations
  Net
    Income
  Percent





Percent2008


Change


2007


Change


2006($ in thousands)Net Income

$
110,316



105
%

$
53,870



(1
)%

$
54,253    21




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##### Table of Contents



start-up start-up start-up start-up
    Revenues
  Percent





Percent2008


Change


2007


Change


2006($ in thousands)Consolidated revenues

$
387,828



29
%

$
299,996



6
%

$
283,829   HYDROPROP tm start-up
    Percent





PercentGross Profit

2008


Change


2007


Change


2006($ in thousands)Consolidated gross profit

$
127,434



25
%

$
101,926



(2
)%

$
103,932Consolidated gross profit %


33
%






34
%






37
%    22




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##### Table of Contents



HYDROPROP tm
  start-up
  Selling,
    General & Administrative (SG&A) and Other
    Operating Expenses
  Percent





Percent2008


Change


2007


Change


2006($ in thousands)Consolidated SG&A and other

$
40,351



32
%

$
30,467



16
%

$
26,300As a% of revenues


10
%






10
%






9
%   start-up start-up
  start-up start-up
  Other
    Income (Expense)
  Percent





Percent2008


Change


2007


Change


2006($ in thousands)Consolidated Other Income

$
1,266



(59
)%

$
3,120



6
%

$
2,944  23




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##### Table of Contents



Income
    Tax Expense
  Percent





Percent2008


Change


2007


Change


2006($ in thousands)Income Tax Expense

$
27,944



12
%

$
24,938



(12
)%

$
28,331Effective Income Tax Rate


31.6
%






33.4
%






35.2
%       Discontinued
    Operations
  Percent





Percent2008


Change


2007


Change


2006($ in thousands)Income from Discontinued Operations, net of taxes

$
5,784



37
%

$
4,229



111
%

$
2,008Gain on Disposal of Discontinued Operations, net of taxes

$
44,127















      24




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##### Table of Contents



Liquidity
    and Capital Resources
    HYDROPROP tm
      Off-Balance
    Sheet Arrangements
   25




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##### Table of Contents



Contractual
    Obligations
    Payments Due in PeriodLess than


1 - 3


3 - 5


More thanTotal


1 Year


Years


Years


5 Years($ in thousands)Long-term debt obligations

$



$



$



$



$
Capital lease obligations


















Operating lease obligations: Primarily railroad equipment


23,986



5,536



9,492



4,949



4,009Purchase obligations: Natural gas contracts


48,753



30,180



18,573







 Raw materials contracts


295



295











Other long-term obligations


















Total contractual obligations

$
73,034


$
36,011


$
28,065


$
4,949


$
4,009           Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk     26




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Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures        page F-1
    page F-2
      Item 9B.
    Other
    Information   PART III   27




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Item 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K Form 10-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules        Report of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets at December 31,
    2008 and 2007


F-4Consolidated Statements of Income for each of the
    three years ended December 31, 2008, 2007 and 2006


F-5Consolidated Statements of Shareholders
    Equity for each of the three years ended December 31, 2008,
    2007 and 2006


F-6Consolidated Statements of Cash Flows for each of
    the three years ended December 31, 2008, 2007 and 2006


F-7     page S-1
     28




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SIGNATURES      By:
    /s/  Gary
    A Kolstad   President and Chief Executive Officer
  By:
    /s/  Ernesto
    Bautista III   Vice President and
 Chief Financial Officer
   29




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POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  William
    C. MorrisWilliam
    C. Morris

Chairman of the Board

February 27, 2009/s/  Gary
    A. KolstadGary
    A. Kolstad

President, Chief Executive Officer and
    Director (Principal Executive Officer)

February 27, 2009/s/  Ernesto
    Bautista IIIErnesto
    Bautista III

Vice President and
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

February 27, 2009/s/  Claude
    E. Cooke, Jr.Claude
    E. Cooke, Jr.

Director

February 27, 2009/s/  Chad
    C. DeatonChad
    C. Deaton

Director

February 27, 2009/s/  James
    B. JenningsJames
    B. Jennings

Director

February 27, 2009/s/  H.E.
    Lentz, Jr.H.E.
    Lentz, Jr.

Director

February 27, 2009/s/  Randy
    L. LimbacherRandy
    L. Limbacher

Director

February 27, 2009/s/  Robert
    S. RubinRobert
    S. Rubin

Director

February 27, 2009  30




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##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rules 13a-15(f) 15d-15(f)
       F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders

CARBO Ceramics Inc.



We have audited the accompanying consolidated balance sheets of
    CARBO Ceramics Inc. as of December 31, 2008 and 2007, and
    the related consolidated statements of income,
    shareholders equity, and cash flows for each of the three
    years in the period ended December 31, 2008. Our audits
    also included the financial statement schedule listed in the
    Index at Item 15(a). These financial statements and
    schedule are the responsibility of the Companys
    management. Our responsibility is to express an opinion on these
    financial statements and schedule based on our audits.



We conducted our audits in accordance with standards of the
    Public Company Accounting Oversight Board (United States). Those
    standards require that we plan and perform the audit to obtain
    reasonable assurance about whether the financial statements are
    free of material misstatement. An audit includes examining, on a
    test basis, evidence supporting the amounts and disclosures in
    the financial statements. An audit also includes assessing the
    accounting principles used and significant estimates made by
    management, as well as evaluating the overall financial
    statement presentation. We believe that our audits provide a
    reasonable basis for our opinion.



In our opinion, the financial statements referred to above
    present fairly, in all material respects, the consolidated
    financial position of CARBO Ceramics Inc. at December 31,
    2008 and 2007, and the consolidated results of its operations
    and its cash flows for each of the three years in the period
    ended December 31, 2008, in conformity with
    U.S. generally accepted accounting principles. Also, in our
    opinion, the related financial statement schedule, when
    considered in relation to the basic financial statements taken
    as a whole, presents fairly in all material respects the
    information set forth therein.



As discussed in Note 1 to the consolidated financial
    statements, in 2008 the Company changed its method of accounting
    for inventories and in 2007 the Company changed its method of
    accounting for income taxes.



We also have audited, in accordance with the standards of the
    Public Company Accounting Oversight Board (United States), CARBO
    Ceramics Inc.s internal control over financial reporting
    as of December 31, 2008, based on criteria established in
    Internal Control  Integrated Framework issued by the
    Committee of Sponsoring Organizations of the Treadway Commission
    and our report dated February 26, 2009 expressed an
    unqualified opinion thereon.



/s/ ERNST & YOUNG LLP



New Orleans, Louisiana

February 26, 2009

F-3




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##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007($ in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
154,817


$
12,296Trade accounts and other receivables, net


65,724



51,353Inventories:Finished goods


34,886



35,070Raw materials and supplies


29,958



18,917Total inventories


64,844



53,987Prepaid expenses and other current assets


2,243



2,246Deferred income taxes


8,084



6,451Assets of discontinued operations






66,191Total current assets


295,712



192,524Property, plant and equipment:Land and land improvements


10,208



8,880Land-use and mineral rights


6,257



6,168Buildings


42,416



42,881Machinery and equipment


281,894



281,629Construction in progress


24,881



11,455Total


365,656



351,013Less accumulated depreciation


120,754



97,752Net property, plant and equipment


244,902



253,261Goodwill


4,859



4,873Intangible and other assets, net


3,806



2,465Total assets

$
549,279


$
453,123LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
15,615


$
8,206Accrued payroll and benefits


9,373



8,812Accrued freight


3,668



2,979Accrued utilities


4,089



3,132Accrued income taxes


47,929



2,474Other accrued expenses


3,174



3,637Liabilities of discontinued operations






4,024Total current liabilities


83,848



33,264Deferred income taxes


22,897



30,420Shareholders equity:Preferred stock, par value $0.01 per share, 5,000 shares
    authorized, none outstanding






Common stock, par value $0.01 per share, 40,000,000 shares
    authorized; 23,637,678 and 24,516,370 shares issued and
    outstanding at December 31, 2008 and 2007, respectively


236



245Additional paid-in capital


73,460



108,686Retained earnings


371,602



276,879Accumulated other comprehensive income (loss)


(2,764
)


3,629Total shareholders equity


442,534



389,439Total liabilities and shareholders equity

$
549,279


$
453,123    F-4




---



##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2008


2007


2006($ in thousands, except per share data)Revenues

$
387,828


$
299,996


$
283,829Cost of sales


260,394



198,070



179,897Gross profit


127,434



101,926



103,932Selling, general and administrative expenses


37,644



28,984



25,826Start-up
    costs


1,108



1,215



474Loss on disposal or impairment of assets


1,599



268



Operating profit


87,083



71,459



77,632Other income (expense):Interest income, net


491



419



1,590Foreign currency exchange gain, net


257



2,882



1,387Other, net


518



(181
)


(33
)1,266



3,120



2,944Income before income taxes


88,349



74,579



80,576Income taxes


27,944



24,938



28,331Income from continuing operations


60,405



49,641



52,245Discontinued operations:Income from discontinued operations, net of income taxes


5,784



4,229



2,008Gain on disposal of discontinued operations, net of income taxes


44,127







Net income

$
110,316


$
53,870


$
54,253Basic earnings per share:Income from continuing operations

$
2.48


$
2.04


$
2.15Income from discontinued operations, net of tax


0.24



0.17



0.08Gain on disposal of discontinued operations, net of income taxes


1.81







Basic earnings per share

$
4.53


$
2.21


$
2.23Diluted earnings per share:Income from continuing operations

$
2.47


$
2.03


$
2.14Income from discontinued operations, net of tax


0.24



0.17



0.08Gain on disposal of discontinued operations, net of income taxes


1.80







Diluted earnings per share

$
4.51


$
2.20


$
2.22    F-5




---



##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedAdditional


Unearned





OtherCommon


Paid-In


Stock


Retained


ComprehensiveStock


Capital


Compensation


Earnings


Income (Loss)


Total($ in thousands, except per share data)Balances at January 1, 2006

$
243


$
102,536


$
(2,135
)

$
192,196


$
526


$
293,366Net income














54,253







54,253Foreign currency translation adjustment


















1,573



1,573Comprehensive income






















55,826Exercise of stock options






1,024















1,024Tax benefit from stock based compensation






554















554Stock based compensation


1



2,805















2,806Adoption of SFAS 123(R) (Note 9)






(2,135
)


2,135











Cash dividends ($0.44 per share)














(10,717
)






(10,717
)Balances at December 31, 2006


244



104,784







235,732



2,099



342,859Net income














53,870







53,870Foreign currency translation adjustment, net of tax of $1,954


















1,530



1,530Comprehensive income






















55,400Exercise of stock options


1



1,398















1,399Tax benefit from stock based compensation






328















328Stock based compensation






2,176















2,176Cash dividends ($0.52 per share)














(12,723
)






(12,723
)Balances at December 31, 2007


245



108,686







276,879



3,629



389,439Net income














110,316







110,316Foreign currency translation adjustment, net of tax benefit of
    ($3,442)


















(6,393
)


(6,393
)Comprehensive income






















103,923Exercise of stock options


1



2,556















2,557Tax benefit from stock based compensation






1,186















1,186Stock based compensation






3,172















3,172Shares repurchased and retired


(10
)


(42,140
)






(90
)






(42,240
)Shares surrendered by employees to pay taxes














(269
)






(269
)Cash dividends ($0.62 per share)














(15,234
)






(15,234
)Balances at December 31, 2008

$
236


$
73,460


$



$
371,602


$
(2,764
)

$
442,534    F-6




---



##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006($ in thousands)Operating activitiesNet income

$
110,316


$
53,870


$
54,253Adjustments to reconcile net income to net cash provided by
    operating activities of continuing operations:Income from discontinued operations


(5,784
)


(4,229
)


(2,008
)Depreciation and amortization


24,638



19,895



15,630Gain on disposal of discontinued operations


(44,127
)






Provision for doubtful accounts


72



82



507Deferred income taxes


(5,714
)


(776
)


584Excess tax benefits from stock based compensation


(375
)


(170
)


(307
)Loss on disposal or impairment of assets


1,599



237



Foreign currency transaction gain, net


(257
)


(2,882
)


(1,387
)Stock compensation expense


2,052



1,709



2,311Changes in operating assets and liabilities:Trade accounts and other receivables


(15,515
)


2,773



(7,243
)Inventories


(13,162
)


(12,143
)


(14,104
)Prepaid expenses and other current assets


(596
)


204



(57
)Long-term prepaid expenses


(1,464
)


173



92Accounts payable


234



1,325



1,313Accrued expenses


1,905



871



2,982Accrued income taxes


22,247



(369
)


(6,272
)Net cash provided by operating activities of continuing
    operations


76,069



60,570



46,294Investing activitiesCapital expenditures, net


(23,343
)


(53,944
)


(61,013
)Acquisition of business, net of cash acquired






(2,545
)


Investment in cost-method investee


(1,000
)






Net proceeds from sale of discontinued operations


142,278







Purchases of short-term investments






(4,000
)


(26,765
)Proceeds from maturities of short-term investments






11,500



61,240Net cash provided by (used in) investing activities of
    continuing operations


117,935



(48,989
)


(26,538
)Financing activitiesProceeds from bank borrowings


6,500



12,000



Repayments on bank borrowings


(6,500
)


(12,000
)


Net proceeds from stock based compensation


2,557



1,398



1,024Dividends paid


(15,234
)


(12,723
)


(10,717
)Purchase of common stock


(42,509
)






Excess tax benefits from stock based compensation


375



170



307Net cash used in financing activities of continuing operations


(54,811
)


(11,155
)


(9,386
)Effect of exchange rate changes on cash


(371
)


243



(68
)Net cash provided by (used in) discontinued operations


3,699



(13,346
)


(5,024
)Net increase (decrease) in cash and cash equivalents


142,521



(12,677
)


5,278Cash and cash equivalents at beginning of year


12,296



24,973



19,695Cash and cash equivalents at end of year

$
154,817


$
12,296


$
24,973Supplemental cash flow informationInterest paid

$
44


$
43


$
Income taxes paid

$
15,305


$
28,675


$
35,249    F-7




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
 ($ in
    thousands, except per share data)
  1.
    Significant
    Accounting Policies  Description
    of Business
    Principles
    of Consolidation
    Concentration
    of Credit Risk, Accounts Receivable and Other
    Receivables
    Cash
    Equivalents
    Inventories
    first-in,
 F-8




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    Buildings and improvements


15 to 30 yearsMachinery and equipment


3 to 30 yearsLand-use rights


30 years     Impairment
    of Long-Lived Assets and Intangible Assets
    Capitalized
    Costs of Software for Sale or Use in Revenue Generating
    Activities
    Goodwill
    Revenue
    Recognition
   F-9




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping
    and Handling Costs
    Cost
    of Start-Up
    Activities
  Start-up Start-up start-up Start-up Start-up Start-up
  Use of
    Estimates
    Research
    and Development Costs
    Stock-Based
    Compensation
  Share-Based Payment
  Foreign
    Subsidiaries
   F-10




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  New
    Accounting Pronouncements
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities instrument-by-instrument
  Business Combinations
  2.
    Sale of
    Assets (Discontinued Operations)  Accounting for the
    Impairment or Disposal of Long-Lived Assets (as amended) ,
 F-11




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Current assets:Trade accounts and other receivables, net

$
17,597Prepaid expenses and other current assets


342Property, plant and equipment:Land and land improvements


827Buildings


4,022Machinery and equipment


28,964Construction in progress


1,312Total


35,125Less accumulated depreciation


12,560Net property, plant and equipment


22,565Goodwill


18,340Intangible and other assets, net


7,347Total assets of discontinued operations

$
66,191Current liabilities:Accounts payable

$
3,611Other accrued expenses


413Total liabilities of discontinued operations

$
4,024     Years Ended December 31,2008


2007


2006Revenues

$
44,087


$
40,355


$
28,297Income before income taxes

$
9,330


$
6,821


$
3,238     Years Ended December 31,2008


2007


2006Operating activities:Net income

$
49,911


$
4,229


$
2,008Gain on disposal


(44,127
)






Depreciation, amortization and other


3,932



5,059



4,245Changes in operating assets and liabilities, net


235



(10,121
)


(1,883
)Net cash provided by (used in) operating activities


9,951



(833
)


4,370Investing activities: Capital expenditures and other, net


(6,664
)


(12,590
)


(9,447
)Financing activities: Excess tax benefits from stock based
    compensation


412



77



53Net cash provided by (used in) discontinued operations

$
3,699


$
(13,346
)

$
(5,024
)  F-12




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Acquisition
    of Business    4.
    Intangible
    and Other Assets    2008


2007Gross


Accumulated


Gross


AccumulatedAmount


Amortization


Amount


AmortizationIntangibles subject to amortization:Patents and licenses

$
610


$
278


$
610


$
156Hardware designs


590



236



512



84Software


1,263



643



1,093



455$
2,463


$
1,157


$
2,215


$
695       5.
    Bank
    Borrowings   F-13




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Leases    2009

$
5,5362010


5,0822011


4,4102012


3,1752013


1,774Thereafter


4,009Total

$
23,986     7.
    Income
    Taxes    2008


2007Deferred tax assets:Employee benefits

$
975


$
1,390Inventories


2,769



1,826Foreign tax credits


2,402



1,600Goodwill


3,777



Other


1,938



1,635Total deferred tax assets


11,861



6,451Deferred tax liabilities:Depreciation


25,553



21,665Goodwill






2,697Foreign earnings and other


1,121



6,058Total deferred tax liabilities


26,674



30,420Net deferred tax liabilities

$
14,813


$
23,969  F-14




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Current:Federal

$
30,626


$
23,641


$
24,287State


2,072



774



3,416Foreign


960



1,299



44Total current


33,658



25,714



27,747Deferred


(5,714
)


(776
)


584$
27,944


$
24,938


$
28,331     2008


2007


2006Amount


Percent


Amount


Percent


Amount


PercentU.S. statutory rate

$
30,922



35.0
%

$
26,102



35.0
%

$
28,201



35.0
%State income taxes, net of federal tax benefit


1,100



1.2



405



0.5



1,906



2.4Mining depletion


(1,865
)


(2.1
)














Section 199 Manufacturing Benefit, ETI Exclusion and other


(2,213
)


(2.5
)


(1,569
)


(2.1
)


(1,776
)


(2.2
)$
27,944



31.6
%

$
24,938



33.4
%

$
28,331



35.2
%     Accounting for
    Uncertainty in Income Taxes
   F-15




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007


2006Income from discontinued operations

$
3,546


$
2,592


$
1,230Gain on disposal of discontinued operations


24,394







Total

$
27,940


$
2,592


$
1,230   8.
    Shareholders
    Equity  Common
    Stock
      Preferred
    Stock
    Shareholder
    Rights Plan
    9.
    Stock
    Based Compensation   F-16




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted-


AggregateAverage


IntrinsicOptions


Exercise Price


ValueOutstanding at January 1, 2008


171,075


$
22.43Granted


Exercised


(117,400
)

$
21.78Forfeited


Outstanding at December 31, 2008


53,675


$
23.85


$
627Exercisable at December 31, 2008


53,675


$
23.85


$
627    F-17




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageGrant-DateShares


Fair ValueNonvested at January 1, 2008


99,721


$
45.10Granted


73,995


$
37.33Vested


(68,454
)

$
44.00Forfeited


(1,412
)

$
45.15Nonvested at December 31, 2008


103,850


$
40.29        F-18




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Earnings
    Per Share    2008


2007


2006Numerator for basic and diluted earnings per share:Income from continuing operations

$
60,405


$
49,641


$
52,245Income from discontinued operations, net of tax


5,784



4,229



2,008Gain on disposal of discontinued operations, net of tax


44,127







Net income

$
110,316


$
53,870


$
54,253Denominator:Denominator for basic earnings per share 
    Weighted-average shares


24,373,007



24,367,479



24,280,778Effect of dilutive securities:Employee stock options (See Note 9)


39,995



80,203



100,640Nonvested and deferred stock awards (See Note 9)


47,956



36,220



19,113Dilutive potential common shares


87,951



116,423



119,753Denominator for diluted earnings per share  adjusted
    weighted-average shares


24,460,958



24,483,902



24,400,531Basic earnings per share:Income from continuing operations

$
2.48


$
2.04


$
2.15Income from discontinued operations, net of tax


0.24



0.17



0.08Gain on disposal of discontinued operations, net of tax


1.81







Basic earnings per share

$
4.53


$
2.21


$
2.23Diluted earnings per share:Income from continuing operations

$
2.47


$
2.03


$
2.14Income from discontinued operations, net of tax


0.24



0.17



0.08Gain on disposal of discontinued operations, net of tax


1.80







Diluted earnings per share

$
4.51


$
2.20


$
2.22  F-19




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Quarterly
    Operating Results  (Unaudited)    Three Months Ended,March 31


June 30


September 30


December 312008Revenues

$
90,375


$
89,285


$
102,587


$
105,581Gross profit


27,044



26,420



32,138



41,832Income from continuing operations


12,855



11,749



15,312



20,489Discontinued operations


1,376



1,781



3,108



43,646Net income


14,231



13,530



18,420



64,135Earnings per basic share:Income from continuing operations

$
0.52


$
0.48


$
0.62


$
0.85Discontinued operations

$
0.06


$
0.07


$
0.13


$
1.81Earnings per diluted share:Income from continuing operations

$
0.52


$
0.48


$
0.62


$
0.85Discontinued operations

$
0.06


$
0.07


$
0.13


$
1.812007Revenues

$
75,284


$
69,407


$
74,313


$
80,992Gross profit


25,538



25,785



25,124



25,479Income from continuing operations


12,838



12,003



12,854



11,946Discontinued operations


461



878



1,209



1,681Net income


13,299



12,881



14,063



13,627Earnings per basic share:Income from continuing operations

$
0.53


$
0.49


$
0.53


$
0.49Discontinued operations

$
0.02


$
0.04


$
0.05


$
0.07Earnings per diluted share:Income from continuing operations

$
0.53


$
0.49


$
0.52


$
0.49Discontinued operations

$
0.01


$
0.04


$
0.05


$
0.07     12.
    Sales to
    Customers    Major CustomersA


B


C


Others


Total2008


30.9
%


25.3
%


15.3
%


28.5
%


100
%2007


25.8
%


21.5
%


22.6
%


30.1
%


100
%2006


26.9
%


21.2
%


28.8
%


23.1
%


100
%  F-20




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Geographic
    Information    2008


2007


2006Long-lived assets:United States

$
195,970


$
195,242


$
160,800International (primarily China and Russia)


55,097



64,413



58,129Total

$
251,067


$
259,655


$
218,929     2008


2007


2006Revenues:United States

$
273,805


$
191,632


$
181,949Canada


42,233



36,133



48,233Other international


71,790



72,231



53,647Total

$
387,828


$
299,996


$
283,829   14.
    Benefit
    Plans    2008


2007


2006Contributions:Profit sharing

$
1,289


$
1,385


$
1,256Savings


1,020



879



710$
2,309


$
2,264


$
1,966     15.
    Commitments     F-21




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        agreed-upon
    16.
    Employment
    Agreements   F-22




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Foreign
    Currencies    18.
    Legal
    Proceedings and Regulatory Matters      19.
    Subsequent
    Events       F-23




---



##### Table of Contents



CARBO
    Ceramics Inc.Schedule II  Consolidated
    Valuation and Qualifying AccountsFor the Years Ended December 31, 2008, 2007 and
    2006
  Balance at


Charged to








Balance atBeginning of


Costs and





Discontinued


End ofYear Ended

Year


Expenses


Write-offs


Operations


Year($ in thousands)Allowance for doubtful accounts:December 31, 2008

$
1,636


$
72


$
175


$
(206
)

$
1,739December 31, 2007

$
1,605


$
82


$
(7
)

$
58


$
1,636December 31, 2006

$
1,335


$
507


$
89


$
148


$
1,605  S-1




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Exhibit Index
  3
.1

Amended and Restated Certificate of Incorporation of CARBO
    Ceramics Inc. (incorporated by reference to exhibit 3.1 of the
    registrants Form S-1 Registration Statement No. 333-1884
    filed July 19,1996)3
.2

Second Amended and Restated By-Laws of CARBO Ceramics Inc.
    (incorporated by reference to exhibit 3.1 of the
    registrants Form 10-Q Quarterly Report for the quarter
    ended September 30, 2008)4
.1

Form of Common Stock Certificate of CARBO Ceramics Inc.
    (incorporated by reference to exhibit 4.1 of the
    registrants Form S-1 Registration Statement No. 333-1884
    filed July 19, 1996)4
.2

Certificate of Designations of Series A Preferred Stock
    (incorporated by reference to exhibit 2 of the registrants
    Form 8-A Registration Statement No. 001-15903 filed February 25,
    2002)10
.1

Second Amended and Restated Credit Agreement dated as of
    December 31, 2000, as amended December 23, 2003 and as further
    amended December 10, 2004, between Brown Brothers Harriman
    & Co. and CARBO Ceramics Inc. (incorporated by reference to
    exhibit 10.1 of the registrants Form 10-K Annual Report
    for the year ended December 31, 2000)10
.2

Purchase and Sale Agreement dated as of March 31, 1995, between
    CARBO Ceramics Inc. and GEO Specialty Chemicals, Inc., as
    amended (incorporated by reference to exhibit 10.5 of the
    registrants Form S-1 Registration Statement No. 333-1884
    filed July 19, 1996)10
.3

Raw Material Requirements Agreement dated as of June 1, 2003,
    between CARBO Ceramics Inc. and C-E Minerals Inc. (incorporated
    by reference to exhibit 10.4 of the registrants Form 10-K
    Annual Report for the year ended December 31, 2003)*10
.4

CARBO Ceramics Inc. 1996 Stock Option Plan for Key Employees
    (incorporated by reference to exhibit 10.9 of the
    registrants Form S-1 Registration Statement No. 333-1884
    filed July 19, 1996)*10
.5

Amendment No. 1 to the CARBO Ceramics Inc. 1996 Stock Option
    Plan for Key Employees (incorporated by reference to exhibit 4.5
    of the registrants Form S-8 Registration Statement No.
    333-88100 filed May 13, 2002)*10
.6

Form of Stock Option Award Agreement (incorporated by reference
    to exhibit 10.10 of the registrants Form S-1 Registration
    Statement No. 333-1884 filed July 19, 1996)10
.7

Mining Agreement dated as of January 1, 2003 between CARBO
    Ceramics Inc. and Arcilla Mining and Land Co. (incorporated by
    reference to exhibit 10.8 of the registrants Form 10-K
    Annual Report for the year ended December 31, 2002)*10
.8

1996 Stock Option Plan of Pinnacle Technologies, Inc., as
    amended and restated May 31, 2002 (incorporated by reference to
    exhibit 4.1 of the registrants Form S-8 Registration
    Statement No. 333-91252 filed June 26, 2002)*10
.9

CARBO Ceramics Inc. Incentive Compensation Plan (incorporated by
    reference to exhibit 99.1 of the registrants Form 8-K
    Current Report filed January 24, 2005)*10
.10

2004 CARBO Ceramics Inc. Long-Term Incentive Plan (incorporated
    by reference to exhibit 99.2 of the registrants Form 8-K
    Current Report filed January 24, 2005)*10
.11

Amendment No. 1 to the 2004 CARBO Ceramics Inc. Long-Term
    Incentive Plan (incorporated by reference to exhibit 10.1 of the
    registrants Form 8-K Current Report filed April 24, 2006)*10
.12

Form of Officer Restricted Stock Award Agreement (incorporated
    by reference to exhibit 99.3 of the registrants Form 8-K
    Current Report filed January 24, 2005)*10
.13

CARBO Ceramics Inc. Director Deferred Fee Plan (incorporated by
    reference to exhibit 99.1 of the registrants Form 8-K
    Current Report filed December 19, 2005)*10
.14

Amendment No. 1 to CARBO Ceramics Inc. Director Deferred Fee
    Plan (incorporated by reference to exhibit 10.1 of the
    registrants Form 10-Q Quarterly Report for the period
    ended September 30, 2008)*10
.15

Form of Non-Employee Director Restricted Stock Award Agreement
    (incorporated by reference to exhibit 10.2 of the
    registrants Form 8-K Current Report filed April 24, 2006)*10
.16

Form of Officer Restricted Stock Award Agreement (incorporated
    by reference to exhibit 10.3 of the registrants Form 8-K
    Current Report filed April 24, 2006)*10
.17

Amended and Restated Employment Agreement dated as of October
    31, 2008 between CARBO Ceramics Inc. and Gary Kolstad
    (incorporated by reference to exhibit 10.2 of the
    registrants Form 10-Q Quarterly Report for the quarter
    ended September 30, 2008)*10
.18

Corporate and Proppant Incentive Compensation Plan for Key
    Employees (effective January 1, 2008) (incorporated by reference
    to exhibit 10.1 of the registrants Form 8-K Current Report
    filed January 22, 2008)




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*10
.19

Corporate and Proppant Incentive Compensation Plan for Key
    Employees (effective January 1, 2009) (incorporated by reference
    to exhibit 10.1 of the registrants Form 8-K Current Report
    filed January 26, 2009)10
.20

Acquisition Agreement dated as of August 28, 2008 between
    Pinnacle Technologies, Inc., CARBO Ceramics Inc. and Halliburton
    Energy Services, Inc. (incorporated by reference to exhibit 10.1
    of the registrants Form 8-K Current Report filed on
    September 4, 2008)10
.21

Proppant Supply Agreement dated as of August 28, 2008 between
    CARBO Ceramics Inc. and Halliburton Energy Services, Inc.
    (incorporated by reference to exhibit 10.3 of the
    registrants Form 10-Q Quarterly Report for the quarter
    ended September 30, 2008)10
.22

Lease Agreement dated as of November 1, 2008 between the
    Development Authority of Wilkinson County and CARBO Ceramics
    Inc. (incorporated by reference to exhibit 10.1 of the
    registrants Form 8-K Current Report filed December 30,
    2008)10
.23

Option Agreement dated as of November 1, 2008 between the
    Development Authority of Wilkinson County and CARBO Ceramics
    Inc. (incorporated by reference to exhibit 10.2 of the
    registrants Form 8-K Current Report filed December 30,
    2008)14


Code of Ethics (incorporated by reference to exhibit 14 of the
    registrants Form 10-K Annual Report for the year ended
    December 31, 2003)21


Subsidiaries23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Rule 13a-14(a)/15d-14(a) Certification by Gary A. Kolstad31
.2

Rule 13a-14(a)/15d-14(a) Certification by Ernesto
    Bautista III32


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002     *
    
    Management contract or compensatory plan or arrangement filed as
    an exhibit pursuant to Item 15(b) of the requirements for
    an Annual Report on
    Form 10-K.