##### 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, 2009oro

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)   575 North Dairy Ashford
 Suite 300
 Houston, Texas 77079
 (Address of principal executive
    offices)
  (281) 921-6400
 (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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 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


12Item 2.

Properties


12Item 3.

Legal Proceedings


13Item 4.

Submission of Matters to a Vote of Security
    Holders


13Item 4A.

Executive Officers of the Registrant


13PART IIItem 5.

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


14Item 6.

Selected Financial Data


16Item 7.

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


17Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


24Item 8.

Financial Statements and Supplementary Data


25Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


25Item 9A.

Controls and Procedures


25Item 9B.

Other Information


26PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


26Item 11.

Executive Compensation


26Item 12.

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


26Item 13.

Certain Relationships and Related Transactions
    and Director Independence


26Item 14.

Principal Accounting Fees and Services


26PART IVItem 15.

Exhibits and Financial Statement Schedules


27Signatures


28Management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-10.11EX-10.26EX-10.27EX-10.28EX-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 ® CARBHYDROPROP ® LITE ® ECONOPROP ® HYDROPROP ®
    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 31,2009


2008


2007($ in millions)LocationUnited States

$
258.5


$
273.8


$
191.6International


83.4



114.0



108.4Total

$
341.9


$
387.8


$
300.0   Production
    Capacity
          AnnualLocation

Capacity(Millions of pounds)New Iberia, Louisiana


50
*Eufaula, Alabama


265McIntyre, Georgia


275Toomsboro, Georgia


500Luoyang, China


100Kopeysk, Russia


100Total current capacity


1,290
*     *
    
    Production activities at the New Iberia facility have been
    idled. Excluding capacity at the New Iberia facility, total
    annual capacity is approximately 1.24 billion pounds.  just-in-time
 4




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##### Table of Contents



Long-Lived
    Assets By Geographic Area
    2009


2008


2007($ in millions)Long-lived assets:United States

$
244.1


$
198.5


$
195.2International (primarily China and Russia)


50.4



55.1



65.4Total

$
294.5


$
253.6


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




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Production
    Process
        Patent
    Protection and Intellectual Property
    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;
    increased governmental regulation of hydraulic fracturing;
    the development of alternative proppants for use in hydraulic
    fracturing;
    general global economic and business conditions;
    an increase in raw materials costs; 7




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
    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
  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 or as a result of
    increased regulation of hydraulic fracturing.
   8




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We may
    be adversely affected by decreased demand for ceramic proppant
    or the development by our competitors of effective alternative
    proppants.
    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.
    We
    provide environmental warranties on certain of our containment
    and spill prevention products.
    Third
    parties may claim that we are infringing their intellectual
    property rights.
   9




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We
    operate in an increasingly competitive market.
    Significant
    increases in fuel prices for any extended periods of time will
    increase our operating expenses.
    Environmental
    compliance costs and liabilities could reduce our earnings and
    cash available for operations.
      Our
    international operations subject us to risks inherent in doing
    business on an international level that could adversely impact
    our results of operations.
   10




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##### Table of Contents




    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.  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
 11




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Form 10-K.
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties               12




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Item 3.
    Legal
    Proceedings    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
      2009

2008Cash





CashSales Price

Dividends

Sales Price

DividendsQuarter Ended

High

Low

Declared(1)

High

Low

DeclaredMarch 31

$
39.49


$
27.43


$
0.34


$
40.10


$
33.20


$
0.14June 30


40.09



28.54







58.90



41.24



0.14September 30


52.02



32.50



0.36



61.83



47.90



0.17December 31


70.77



48.94







50.47



31.50



0.17     (1)
    
    Represents quarters during which dividends were declared. The
    payment months for cash dividends were February 2009 ($0.17),
    May 2009 ($0.17), August 2009 ($0.18) and November 2009 ($0.18).        ISSUER
    PURCHASES OF EQUITY SECURITIES
  MaximumNumber ofTotal Number of

Shares that MayTotal Number

Average

Shares Purchased

Yet be Purchasedof Shares

Price Paid

as Part of Publicly

Under thePeriod

Purchased

Per Share

Announced Plan

Plan(1)10/01/09 to 10/31/09


483
(2)

$
52.14







256,92411/01/09 to 11/30/09





$








256,92412/01/09 to 12/31/09





$








256,924Total


483
(2)










256,924     (1)
    
    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. Represents the maximum
    number of shares that are available to be repurchased under the
    previously announced authorization as of period end. As of
    February 25, 2010, a maximum of 256,924 shares are
    available to be repurchased under the previously announced
    authorization.(2)
    
    Includes 483 shares of restricted stock withheld for the
    payment of withholding taxes upon the vesting of restricted
    stock. 14




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Stock
    Performance Graph
  Sub-Industry
  COMPARISON
    OF 10 YEAR CUMULATIVE TOTAL RETURN*
    Among CARBO Ceramics, Inc., The S&P 500 Index
    And S&P SmallCap 600  Oil & Gas
    Equipment & Services Index
  
     ©
 15




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Item 6.
    Selected
    Financial Data  Form 10-K. Earnings Per Share.
  Years Ended December 31,2009


2008


2007


2006


2005($ in thousands, except per share data)Statement of Income Data:Revenues

$
341,872


$
387,828


$
299,996


$
283,829


$
230,711Cost of sales


221,369



260,394



198,070



179,897



139,844Gross profit


120,503



127,434



101,926



103,932



90,867Selling, general and administrative expenses(1)


41,053



40,351



30,467



26,300



22,186Operating profit


79,450



87,083



71,459



77,632



68,681Other, net


344



1,266



3,120



2,944



1,536Income before income taxes


79,794



88,349



74,579



80,576



70,217Income taxes


26,984



27,944



24,938



28,331



24,754Income from continuing operations


52,810



60,405



49,641



52,245



45,463Discontinued operations(2):Income from discontinued operations, net of taxes






5,784



4,229



2,008



1,157Gain on disposal of discontinued operations, net of tax






44,127











Net income

$
52,810


$
110,316


$
53,870


$
54,253


$
46,620Earnings per basic share:Income from continuing operations

$
2.27


$
2.47


$
2.03


$
2.14


$
1.89Income from discontinued operations






0.24



0.17



0.08



0.05Gain on disposal of discontinued operations






1.81











Basic earnings per share

$
2.27


$
4.52


$
2.20


$
2.22


$
1.94Earnings per diluted share:Income from continuing operations

$
2.27


$
2.46


$
2.02


$
2.14


$
1.88Income from discontinued operations






0.24



0.17



0.08



0.05Gain on disposal of discontinued operations






1.81











Diluted earnings per share

$
2.27


$
4.51


$
2.19


$
2.22


$
1.93   16




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December 31,2009

2008

2007

2006

2005($ in thousands, except per share data)Balance Sheet Data:Current assets

$
218,870


$
293,310


$
190,924


$
132,466


$
139,369Current liabilities


32,458



83,848



33,264



33,164



35,846Property, plant and equipment, net


270,722



244,902



253,261



214,773



167,199Total assets


513,412



546,877



451,523



403,753



354,928Total shareholders equity


457,316



442,534



389,439



342,859



293,366Cash dividends per share

$
0.70


$
0.62


$
0.52


$
0.44


$
0.36Discontinued operations (included above)(2):Assets held for sale

$



$



$
66,191


$
51,305


$
43,170Liabilities held for sale










4,024



1,082



463     (1)
    
    Selling, general and administrative (SG&A) expenses for
    2009, 2008, 2007, 2006 and 2005 include costs of
    start-up
    activities of none, $1,108, $1,215, $474, and $1,092,
    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
    2009, 2008, 2007, 2006 and 2005 also include losses of $156,
    $1,599, $268, none, and $95, 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 and 2005
    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
     17




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PROP ® HSP ®
    
    increasing marketing activities globally;
    improving and expanding its distribution capabilities; and
    focusing on new product development. 18




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General
    Business Conditions
      Critical
    Accounting Policies
        Income Taxes
 19




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##### Table of Contents



Results
    of Operations
  Net
    Income
  Percent



Percent2009

Change

2008

Change

2007($ in thousands)Net Income

$
52,810



(52
)%

$
110,316



105
%

$
53,870     start-up
        Revenues
  Percent



Percent2009

Change

2008

Change

2007($ in thousands)Consolidated revenues

$
341,872



(12
)%

$
387,828



29
%

$
299,996  20




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HYDROPROP ®
  HYDROPROP ® start-up
  Gross
    Profit
  Percent



Percent2009

Change

2008

Change

2007($ in thousands)Consolidated gross profit

$
120,503



(5
)%

$
127,434



25
%

$
101,926Consolidated gross profit%


35
%






33
%






34
%       HYDROPROP ®
 21




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##### Table of Contents



Selling,
    General & Administrative (SG&A) and Other
    Operating Expenses
  Percent



Percent2009

Change

2008

Change

2007($ in thousands)Consolidated SG&A and other

$
41,053



2
%

$
40,351



32
%

$
30,467As a% of revenues


12
%






10
%






10
%   start-up
  start-up start-up
  Other
    Income (Expense)
  Percent



Percent2009

Change

2008

Change

2007($ in thousands)Consolidated Other Income

$
344



(73
)%

$
1,266



(59
)%

$
3,120       Income
    Tax Expense
  Percent



Percent2009

Change

2008

Change

2007($ in thousands)Income Tax Expense

$
26,984



(3
)%

$
27,944



12
%

$
24,938Effective Income Tax Rate


33.8
%






31.6
%






33.4
%  22




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##### Table of Contents



Discontinued
    Operations
  Percent





Percent2009

Change

2008

Change

2007($ in thousands)Income from Discontinued Operations, net of taxes









$
5,784



37
%

$
4,229Gain on Disposal of Discontinued Operations, net of taxes









$
44,127







     Liquidity
    and Capital Resources
       23




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    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


23,745



5,700



9,248



4,949



3,848Purchase obligations: Natural gas contracts


43,010



24,793



18,217







 Raw materials contracts


26,744



1,505



4,963



6,942



13,334Other long-term obligations


















Total contractual obligations

$
93,499


$
31,998


$
32,428


$
11,891


$
17,182           Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   24




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##### Table of Contents



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          page F-1
    page F-2
     25




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Item 9B.
    Other
    Information   PART III    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   26




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules        Report of Independent Registered Public
    Accounting Firm

F-3Consolidated Balance Sheets at December 31,
    2009 and 2008

F-4Consolidated Statements of Income for each of the
    three years ended December 31, 2009, 2008 and 2007

F-5Consolidated Statements of Shareholders
    Equity for each of the three years ended December 31, 2009,
    2008 and 2007

F-6Consolidated Statements of Cash Flows for each of
    the three years ended December 31, 2009, 2008 and 2007

F-7     page S-1
     27




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##### Table of Contents



SIGNATURES    CARBO Ceramics Inc.
  By:
    /s/  Gary
    A Kolstad   President and Chief Executive Officer
  By:
    /s/  Ernesto
    Bautista III   Vice President and
 Chief Financial Officer
    POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  William
    C. MorrisWilliam
    C. Morris

Chairman of the Board

February 26, 2010/s/  Gary
    A. KolstadGary
    A. Kolstad

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

February 26, 2010/s/  Ernesto
    Bautista IIIErnesto
    Bautista III

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

February 26, 2010 28




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##### Table of Contents



Signature

Title

Date/s/  Sigmund
    L. CorneliusSigmund
    L. Cornelius

Director

February 26, 2010/s/  James
    B. JenningsJames
    B. Jennings

Director

February 26, 2010/s/  H.E.
    Lentz, Jr.H.E.
    Lentz, Jr.

Director

February 26, 2010/s/  Randy
    L. LimbacherRandy
    L. Limbacher

Director

February 26, 2010/s/  Robert
    S. RubinRobert
    S. Rubin

Director

February 26, 2010  29




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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  The Board of
    Directors and Shareholders
    CARBO Ceramics Inc.
              ERNST &
    YOUNG LLP
  New Orleans,
    Louisiana
    February 26, 2010
 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.
            ERNST &
    YOUNG LLP
  New Orleans,
    Louisiana
    February 26, 2010
 F-3




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##### Table of Contents



CARBO
    CERAMICS INC.



CONSOLIDATED
    BALANCE SHEETS  December 31,2009


2008($ in thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
69,557


$
154,817Trade accounts and other receivables, net


59,567



65,724Inventories:Finished goods, net


48,414



34,886Raw materials and supplies


31,735



29,958Total inventories


80,149



64,844Prepaid expenses and other current assets


2,799



2,243Deferred income taxes


6,798



5,682Total current assets


218,870



293,310Property, plant and equipment:Land and land improvements


11,326



10,208Land-use and mineral rights


8,043



6,257Buildings


44,170



42,416Machinery and equipment


295,188



281,894Construction in progress


56,598



24,881Total


415,325



365,656Less accumulated depreciation


144,603



120,754Net property, plant and equipment


270,722



244,902Goodwill


13,716



4,859Intangible and other assets, net


10,104



3,806Total assets

$
513,412


$
546,877LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
8,732


$
15,615Accrued payroll and benefits


7,513



9,373Accrued freight


4,988



3,668Accrued utilities


2,727



4,089Accrued income taxes


3,609



47,929Other accrued expenses


4,889



3,174Total current liabilities


32,458



83,848Deferred income taxes


23,638



20,495Shareholders 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; 23,077,183 and 23,637,678 shares issued and
    outstanding at December 31, 2009 and 2008, respectively


231



236Additional paid-in capital


54,361



73,460Retained earnings


407,933



371,602Accumulated other comprehensive loss, net


(5,209
)


(2,764
)Total shareholders equity


457,316



442,534Total liabilities and shareholders equity

$
513,412


$
546,877    F-4




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##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED STATEMENTS OF INCOME
  Years Ended December 31,2009


2008


2007($ in thousands, except per share data)Revenues

$
341,872


$
387,828


$
299,996Cost of sales


221,369



260,394



198,070Gross profit


120,503



127,434



101,926Selling, general and administrative expenses


40,897



37,644



28,984Start-up
    costs






1,108



1,215Loss on disposal or impairment of assets


156



1,599



268Operating profit


79,450



87,083



71,459Other income (expense):Interest income, net


451



491



419Foreign currency exchange (loss) gain, net


(192
)


257



2,882Other, net


85



518



(181
)344



1,266



3,120Income before income taxes


79,794



88,349



74,579Income taxes


26,984



27,944



24,938Income from continuing operations


52,810



60,405



49,641Discontinued operations:Income from discontinued operations, net of income taxes






5,784



4,229Gain on disposal of discontinued operations, net of income taxes






44,127



Net income

$
52,810


$
110,316


$
53,870Basic earnings per share:Income from continuing operations

$
2.27


$
2.47


$
2.03Income from discontinued operations, net of tax






0.24



0.17Gain on disposal of discontinued operations, net of income taxes






1.81



Basic earnings per share

$
2.27


$
4.52


$
2.20Diluted earnings per share:Income from continuing operations

$
2.27


$
2.46


$
2.02Income from discontinued operations, net of tax






0.24



0.17Gain on disposal of discontinued operations, net of income taxes






1.81



Diluted earnings per share

$
2.27


$
4.51


$
2.19    F-5




---



##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedAdditional





OtherCommon


Paid-in


Retained


ComprehensiveStock


Capital


Earnings


Income (Loss)


Total($ in thousands, except per share data)Balances at January 1, 2007

$
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
)


442,534Net income










52,810







52,810Foreign currency translation adjustment, net of tax of $1,454














(2,445
)


(2,445
)Comprehensive income


















50,365Exercise of stock options


1



895











896Tax benefit from stock based compensation






261











261Stock granted under restricted stock plan, net


1



(1
)










Stock based compensation






2,302











2,302Shares repurchased and retired


(7
)


(22,556
)










(22,563
)Shares surrendered by employees to pay taxes










(192
)






(192
)Cash dividends ($0.70 per share)










(16,287
)






(16,287
)Balances at December 31, 2009

$
231


$
54,361


$
407,933


$
(5,209
)

$
457,316    F-6




---



##### Table of Contents



CARBO
    CERAMICS INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2009


2008


2007($ in thousands)Operating activitiesNet income

$
52,810


$
110,316


$
53,870Adjustments to reconcile net income to net cash provided by
    operating activities of continuing operations:Income from discontinued operations, net of income taxes






(5,784
)


(4,229
)Depreciation and amortization


24,905



24,638



19,895Gain on disposal of discontinued operations, net of income taxes






(44,127
)


Provision for doubtful accounts


516



72



82Deferred income taxes


573



(5,714
)


(776
)Excess tax benefits from stock based compensation


(225
)


(375
)


(170
)Loss on disposal or impairment of assets


156



1,599



237Foreign currency exchange loss (gain), net


192



(257
)


(2,882
)Stock compensation expense


2,571



2,052



1,709Changes in operating assets and liabilities:Trade accounts and other receivables


8,119



(15,515
)


2,773Inventories


(14,639
)


(13,162
)


(12,143
)Prepaid expenses and other current assets


(606
)


(596
)


204Long-term prepaid expenses


236



(1,464
)


173Accounts payable


(7,971
)


234



1,325Accrued expenses


(529
)


1,905



871Accrued income taxes


(44,058
)


22,247



(369
)Net cash provided by operating activities of continuing
    operations


22,050



76,069



60,570Investing activitiesCapital expenditures, net


(46,127
)


(23,343
)


(53,944
)Acquisition of Applied Geomechanics, Inc., net of cash acquired










(2,545
)Acquisition of BBL Falcon Industries, Ltd.


(23,000
)






Investment in cost-method investee






(1,000
)


Net proceeds from sale of discontinued operations






142,278



Purchases of short-term investments










(4,000
)Proceeds from maturities of short-term investments










11,500Net cash (used in) provided by investing activities of
    continuing operations


(69,127
)


117,935



(48,989
)Financing activitiesProceeds from bank borrowings






6,500



12,000Repayments on bank borrowings






(6,500
)


(12,000
)Net proceeds from stock based compensation


896



2,557



1,398Dividends paid


(16,287
)


(15,234
)


(12,723
)Purchase of common stock


(22,755
)


(42,509
)


Excess tax benefits from stock based compensation


225



375



170Net cash used in financing activities of continuing operations


(37,921
)


(54,811
)


(11,155
)Effect of exchange rate changes on cash


(262
)


(371
)


243Net cash provided by (used in) discontinued operations






3,699



(13,346
)Net (decrease) increase in cash and cash equivalents


(85,260
)


142,521



(12,677
)Cash and cash equivalents at beginning of year


154,817



12,296



24,973Cash and cash equivalents at end of year

$
69,557


$
154,817


$
12,296Supplemental cash flow informationInterest paid

$
1


$
44


$
43Income taxes paid

$
70,463


$
15,305


$
28,675    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)
 ($ in
    thousands, except per share data)
    Property,
    Plant and Equipment
    Buildings and improvements


15 to 30 yearsMachinery and equipment


3 to 30 yearsLand-use rights


30 years   units-of-production
  Impairment
    of Long-Lived Assets and Intangible Assets
    Capitalized
    Software
    Goodwill
   F-9




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
  Revenue
    Recognition
    Shipping
    and Handling Costs
    Cost
    of Start-Up
    Activities
  Start-up Start-up start-up Start-up Start-up
  Use of
    Estimates
    Research
    and Development Costs
    Foreign
    Subsidiaries
    New
    Accounting Pronouncements
  The FASB
    Accounting Standards Codification and the Hierarchy of Generally
    Accepted Accounting Principles
 F-10




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
    Subsequent Events
  Financial Instruments FAS 107-1 28-1).
  Business Combinations
  Earnings Per Share No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities Earnings Per Share.
    2.
    Sale of
    Assets (Discontinued Operations)   F-11




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
  Presentation of Financial Statements ,
    Years Ended December 31,2008


2007Revenues

$
44,087


$
40,355Income before income taxes

$
9,330


$
6,821     Years Ended December 31,2008


2007Operating activities:Net income

$
49,911


$
4,229Gain on disposal, net of income taxes


(44,127
)


Depreciation, amortization and other


3,932



5,059Changes in operating assets and liabilities, net


235



(10,121
)Net cash provided by (used in) operating activities


9,951



(833
)Investing activities: Capital expenditures and other, net


(6,664
)


(12,590
)Financing activities: Excess tax benefits from stock based
    compensation


412



77Net cash provided by (used in) discontinued operations

$
3,699


$
(13,346
)   3.
    Acquisition
    of Business  Business Combinations
 F-12




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
  Business
    Combinations
      Current assets

$
3,704Property, plant and equipment


5,892Intangible assets


6,453Goodwill arising in the transaction


8,85724,906Current liabilities


(1,906
)Net assets acquired

$
23,000   4.
    Intangible
    and Other Assets    2009


2008Weighted

Gross


Accumulated


Gross


AccumulatedAverage Life

Amount


Amortization


Amount


AmortizationIntangibles:Patents and licenses, software and hardware designs

5 years

$
2,836


$
1,294


$
2,463


$
1,157Developed technology

10 years


2,782



70







Customer relationships and non-compete

9 years


2,838



84







Trademark

Indefinite


833











Other assets




2,263







2,500



$
11,552


$
1,448


$
4,963


$
1,157      F-13




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
   5.
    Bank
    Borrowings    6.
    Leases    2010

$
5,7002011


5,2232012


4,0252013


2,8902014


2,059Thereafter


3,848Total

$
23,745     7.
    Income
    Taxes    2009


2008Deferred tax assets:Employee benefits

$
1,265


$
975Inventories


2,949



2,769Goodwill


3,295



3,777Other


2,618



3,426Total deferred tax assets


10,127



10,947Deferred tax liabilities:Depreciation


26,630



25,553Foreign earnings


337



207Total deferred tax liabilities


26,967



25,760Net deferred tax liabilities

$
16,840


$
14,813  F-14




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
      2009


2008


2007Current:Federal

$
23,712


$
30,626


$
23,641State


2,080



2,072



774Foreign


619



960



1,299Total current


26,411



33,658



25,714Deferred


573



(5,714
)


(776
)$
26,984


$
27,944


$
24,938     2009


2008


2007Amount


Percent


Amount


Percent


Amount


PercentU.S. statutory rate

$
27,928



35.0
%

$
30,922



35.0
%

$
26,102



35.0
%State income taxes, net of federal tax benefit


1,351



1.7



1,100



1.2



405



0.5Mining depletion


(898
)


(1.1
)


(1,865
)


(2.1
)






Section 199 Manufacturing Benefit, ETI Exclusion and other


(1,397
)


(1.8
)


(2,213
)


(2.5
)


(1,569
)


(2.1
)$
26,984



33.8
%

$
27,944



31.6
%

$
24,938



33.4
%        F-15




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
      2008


2007Income from discontinued operations

$
3,546


$
2,592Gain on disposal of discontinued operations


24,394



Total

$
27,940


$
2,592   8.
    Shareholders
    Equity  Common
    Stock
      Preferred
    Stock
    Shareholder
    Rights Plan
   F-16




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
   9.
    Stock
    Based Compensation  and/or
      Weighted-

AggregateAverage

IntrinsicOptions

Exercise Price

ValueOutstanding at January 1, 2009


53,675


$
23.85Granted






Exercised


(40,250
)

$
22.27Forfeited






Outstanding at December 31, 2009


13,425


$
28.59


$
531Exercisable at December 31, 2009


13,425


$
28.59


$
531    F-17




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
      Weighted-AverageGrant-DateShares

Fair ValueNonvested at January 1, 2009


103,850


$
40.29Granted


98,474


$
38.91Vested


(46,015
)

$
42.98Forfeited


(16,918
)

$
36.57Nonvested at December 31, 2009


139,391


$
38.88         10.
    Earnings
    Per Share  Earnings Per Share No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities Earnings Per Share.
 F-18




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
      2009


2008


2007Numerator for basic and diluted earnings per share:Income from continuing operations

$
52,810


$
60,405


$
49,641Effect of reallocating undistributed earnings of participating
    securities


(304
)


(289
)


(210
)Income from discontinued operations, net of tax






5,784



4,229Gain on disposal of discontinued operations, net of tax






44,127



Net income available under the two-class method

$
52,506


$
110,027


$
53,660Denominator:Denominator for basic earnings per share 
    weighted-average shares


23,097,105



24,373,007



24,367,479Effect of dilutive securities:Employee stock options (See Note 9)


8,723



39,995



80,203Deferred stock awards (See Note 9)


5,864



4,585



3,125Dilutive potential common shares


14,587



44,580



83,328Denominator for diluted earnings per share  adjusted
    weighted-average shares


23,111,692



24,417,587



24,450,807Basic earnings per share:Income from continuing operations

$
2.27


$
2.47


$
2.03Income from discontinued operations, net of tax






0.24



0.17Gain on disposal of discontinued operations, net of income taxes






1.81



Basic earnings per share

$
2.27


$
4.52


$
2.20Diluted earnings per share:Income from continuing operations

$
2.27


$
2.46


$
2.02Income from discontinued operations, net of tax






0.24



0.17Gain on disposal of discontinued operations, net of income taxes






1.81



Diluted earnings per share

$
2.27


$
4.51


$
2.19  F-19




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
   11.
    Quarterly
    Operating Results  (Unaudited)    Three Months EndedMarch 31

June 30

September 30

December 312009Revenues

$
90,642


$
69,322


$
91,783


$
90,125Gross profit


35,984



23,192



32,271



29,056Income from continuing operations


16,428



9,387



14,402



12,593Earnings per basic share:Income from continuing operations

$
0.70


$
0.41


$
0.62


$
0.55Earnings per diluted share:Income from continuing operations

$
0.70


$
0.41


$
0.62


$
0.552008Revenues

$
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


$
1.81     12.
    Sales to
    Customers    Major CustomersA

B

C

Others

Total2009


27.5
%


34.3
%


11.1
%


27.1
%


100
%2008


30.9
%


25.3
%


15.3
%


28.5
%


100
%2007


25.8
%


21.5
%


22.6
%


30.1
%


100
%  F-20




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
   13.
    Geographic
    Information    2009


2008


2007Long-lived assets:United States

$
222,572


$
192,305


$
188,848International (primarily China and Russia)


50,413



55,097



65,358Total

$
272,985


$
247,402


$
254,206     2009


2008


2007Revenues:United States

$
258,453


$
273,805


$
191,632Canada


22,062



42,233



36,133Other international


61,357



71,790



72,231Total

$
341,872


$
387,828


$
299,996   14.
    Benefit
    Plans    2009


2008


2007Contributions:Profit sharing

$
1,031


$
1,289


$
1,385Savings


732



1,020



879$
1,763


$
2,309


$
2,264     15.
    Commitments     F-21




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
        agreed-upon
    16.
    Employment
    Agreements   F-22




---



##### Table of Contents



CARBO
    CERAMICS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 ($ in
    thousands, except per share data)
   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 Accounts
    For the Years Ended December 31, 2009, 2008 and
    2007 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, 2009

$
1,739


$
516


$
86


$



$
2,169December 31, 2008

$
1,636


$
72


$
175


$
(206
)

$
1,739December 31, 2007

$
1,605


$
82


$
(7
)

$
58


$
1,636  S-1




---



##### Table of Contents



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 8-K
    Current Report filed March 20, 2009)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

Rights Agreement dated as of February 13, 2002
    (incorporated by reference to exhibit 1 of the
    registrants
    Form 8-A12B
    filed on February 25, 2002)4
.3

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

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
.2

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
.3

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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

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
.10

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
.11

Amendment No. 2 to CARBO Ceramics Inc. Director Deferred
    Fee Plan*10
.12

Form of Non-Employee Director Restricted Stock Award Agreement
    under the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan
    (incorporated by reference to exhibit 10.2 of the
    registrants
    Form 8-K
    Current Report filed April 24, 2006)*10
.13

Form of Officer Restricted Stock Award Agreement under the 2004
    CARBO Ceramics Inc. Long-Term Incentive Plan (incorporated by
    reference to exhibit 10.1 of the registrants
    Form 10-Q
    Quarterly Report filed for the period ending June 30, 2009)*10
.14

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
.15

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
.16

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
.17

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)




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##### Table of Contents



10
.18

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
.19

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)*10
.20

CARBO Ceramics Inc. Omnibus Incentive Plan (incorporated by
    reference to exhibit 10.1 of the registrants
    Form 8-K
    Current Report filed May 21, 2009)*10
.21

Form of Officer Restricted Stock Award Agreement for Omnibus
    Inventive Plan (incorporated by reference to exhibit 10.2
    of the registrants
    Form 8-K
    Current Report filed May 21, 2009)*10
.22

Form of Non-Employee Director Restricted Stock Award Agreement
    for Omnibus Inventive Plan (incorporated by reference to
    exhibit 10.3 of the registrants
    Form 8-K
    Current Report filed May 21, 2009)*10
.23

Form of Performance-Based Cash Award Agreement for Omnibus
    Inventive Plan (incorporated by reference to exhibit 10.4
    of the registrants
    Form 8-K
    Current Report filed May 21, 2009)*10
.24

Form of Relocation Policy (incorporated by reference to
    exhibit 10.2 of the registrants
    Form 10-Q
    Quarterly Report for the quarter ended June 30, 2009)*10
.25

CARBO Ceramics Inc. Omnibus Incentive Plan Annual Incentive
    Arrangement (incorporated by reference to exhibit 10.1 of
    the registrants
    Form 8-K
    Current Report filed January 21, 2010)10
.26

Consultant Agreement dated as of February 27, 2009 between
    CARBO Ceramics Inc. and Paul Vitek10
.27

Office Lease dated as of January 20, 2009 between I-10 EC
    Corridor #2 Limited Partnership and CARBO Ceramics Inc. (Does
    not include the Exhibits to this document. These exhibits will
    be provided to the Securities and Exchange Commission upon
    request.)10
.28

Amendment Number #1 to Office Lease dated as of January 15,
    2010 between I-10 EC Corridor #2 Limited Partnership and CARBO
    Ceramics Inc. (Does not include the Exhibits to this document.
    These exhibits will be provided to the Securities and Exchange
    Commission upon request.)10
.29

Credit Agreement, dated as of January 29, 2010, among CARBO
    Ceramics Inc., as borrower, Wells Fargo Bank, National
    Association, as administrative agent, issuing lender and swing
    line lender, and the lenders named therein (incorporated by
    reference to Exhibit 10.1 of the registrants
    Form 8-K
    Current Report filed February 4, 2010).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


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.