September 27, 2024

Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
10370 Richmond Ave., Suite 1325
Houston, Texas 77042

       Re: Flowco Holdings Inc.
           Draft Registration Statement on Form S-1
           Submitted August 30, 2024
           CIK No. 0002035149
Dear Joseph R. Edwards:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1
Cover Page

1.     Please disclose on the cover page whether your offering is contingent
upon final approval
       of your listing on the NYSE.
Prospectus Summary, page 1

2.     Please provide a summary of the Stockholders Agreement, including
certain shareholders'
       rights to designate directors, in the prospectus summary. Also add a
risk factor discussing
       the uncertainties and impact of the Stockholders Agreement on investors.
 September 27, 2024
Page 2
Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and
Other
Data, page 24

3.      We note the results for the year ended December 31, 2022 fall under the
header for
        Flowco Holdings Inc. Pro Forma; however, they appear to relate to
Flowco LLC
        Historical. Please advise or revise accordingly.
Risk Factors
We are subject to risks relating to existing international operations..., page
33

4.      We note your disclosure that you expect sales from outside the United
States to continue
        to represent a significant and growing portion of your revenue. Please
revise to disclose
        the percentage of your revenue generated from sales outside of the
United States for each
        period presented in the financial statements.
Use of Proceeds, page 64

5.      We note your reference to the repayment of debt. If the indebtedness to
be discharged was
        incurred within one year, describe the use of the proceeds of such
indebtedness other than
        short-term borrowings used for working capital. Also, disclose the
maturity of the
        indebtedness you intend to repay with proceeds from this offering. See
Instruction 4
        to Item 504 of Regulation S-K.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 71

6.      You state that the historical financial information has been adjusted
to give effect to
        events that are directly attributable and factually supportable. This
language relates to
        legacy pro forma guidance that was superseded by SEC Release No.
33-10786. Please
        revise to remove this language.
Notes to unaudited pro forma condensed consolidated balance sheet, page 76

7.      You disclose in adjustment (3) regarding the Tax Receivable Agreement (
  TRA   ) that the
        pro forma financial information assumes that no redemptions or
exchanges of LLC
        interests have occurred. Please revise to include a quantified
discussion of the potential
        payments due under the TRA assuming exchange of all LLC interests.
Also, disclose the
        factors that may impact such amounts, such as the market price of your
stock at the time
        of exchange and the prevailing federal tax rate. Similar disclosures
should be made to the
        Liquidity and Capital Resources discussion.
Notes to unaudited pro forma condensed consolidated statement of operations,
page 78

8.      We note adjustment (2) on page 79 represents the removal of one-time
transaction costs
        incurred in connection with the 2024 Business Combination which have
been adjusted
        from the period incurred into the earliest period presented. Please
revise to remove this
        adjustment as actual costs incurred should not be adjusted to be
reflected in a different
        period.
 September 27, 2024
Page 3
9.     We note adjustment (6) on page 80 will reflect incremental compensation
for carried
       interest units that will vest in connection with the transactions.
Please revise to further
       explain what these carried interest units relate to and whether they are
those discussed on
       page 128. Also, revise to disclose the incremental compensation cost you
expect to record
       in the appropriate financial statement footnote.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Performance, page 82

10.    We note your disclosure on page 30 that the loss of one or more
significant customers
       could have an adverse impact on your financial results. You also
disclose on page 85 that
       revenue increased due to an increase in active systems. Please revise to
disclose the
       metrics management uses to manage the business or other measures that
would provide
       for a better understanding and evaluation of your operations. These may
include the
       number of customers, significant customers, or number of active systems.
Refer to SEC
       Release No. 33-10751.
Results of Operations, page 84

11.    You disclose that the results of operations are evaluated by the Chief
Executive Officer on
       a consolidated basis as well as a segment level. Please revise to
include a discussion of the
       segment results or tell us why you do not believe such discussion would
be necessary to
       an understanding of the business. Refer to Item 303(b) of Regulation
S-K.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 85

12.    You disclose that the increase in service revenue was due to an increase
in active systems,
       improved pricing and evolved systems mix. Please revise to quantify the
extent to which
       each factor contributed to the overall change in revenue. Refer to Item
303(b) of
       Regulation S-K.
13.    You disclose that the increase in revenue-sales was primarily due to an
increase
       in package sales to third parties. Please revise to explain what package
sales are and
       describe the underlying reason for increase.
Liquidity and Capital Resources, page 87

14.    You disclose the Prior Estis Credit Facility was refinanced effective
August 20, 2024, by
       the Credit Agreement that has a maturity date of August 20, 2029. Please
revise to further
       disclose the repayment terms and interest rate under the new agreement.
Refer to Section
       IV of SEC Release 33-8350.
Critical Accounting Estimates, page 88

15.    We note that you include revenue recognition, allowance for credit
losses, useful lives of
       property, plant and equipment and contingencies, in your list of
significant estimates used
       in the preparation of the financial statements; however, you do not
discuss these items
       further. For those policies you have deemed to be critical accounting
policies, please
       revise to provide qualitative and quantitative information necessary to
understand the
       estimation uncertainty and impact these have on the financial
statements. Refer to Item
       303(b)(3) of Regulation S-K.
 September 27, 2024
Page 4

Industry Overview, page 93

16.    We note your statement that certain statistical and graphical
information contained in this
       prospectus was provided to you by Rystad Energy. To the extent any data
relates to
       publications, surveys or reports commissioned by you for use in
connection with this
       registration statement, please file the consent of Rystad Energy
pursuant to Rule 436 of
       the Securities Act as an exhibit to the registration statement or tell
us why you believe you
       are not required to do so.
Patents, Trademarks and Other Intellectual Property, page 114

17.    To the extent that you consider any of your individual patents material
to your business,
       please disclose the specific products to which such patents relate,
whether they are owned
       or licensed, the type of patent protection you have, the expiration
dates, the applicable
       jurisdictions where protected and whether there are any contested
proceedings or third-
       party claims.
Description of Capital Stock, page 146

18.    You state that holders of shares of your Class B common stock will vote
together with
       holders of your Class A common stock as a single class on all matters
presented to your
       stockholders for their vote or approval, except for certain amendments
to your amended
       and restated certificate of incorporation or as otherwise required by
applicable law.
       Please discuss the circumstances under applicable law or your charter
that would allow
       for a separate class vote for holders of Class A common stock.
Flowco MergeCo LLC
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15

19.    You disclose that compressors are rented to customers for use at their
oil and gas facilities
       under contracts covering 1 to 3 years, which are accounted for under ASC
606. Please tell
       us how you considered whether these contracts contain a lease and should
be accounted
       for under ASC 842.
20.    You disclose for sales of equipment that revenue is recognized during
the period in which
       fabrication of the equipment is completed or the period in which
equipment was requested
       by the customer, whichever is later; or when the equipment is ready for
delivery. Please
       tell us and revise to clarify how you determined that control is
transferred to the customer
       when each of these instances occurs in the respective arrangements.
Refer to ASC 606-10-
       25-25.
Note 10. Share-based Compensation, page F-24

21.    You disclose upon the occurrence of a change in control transaction, all
of the class B
       units that have not yet vested will vest in full. Please revise to
disclose whether the
       pending Transactions in this offering will result in a change of control
under these terms.
       Further, tell us whether these awards relate to the carried interest
unit adjustment (6) on
       page 80.
 September 27, 2024
Page 5
22.    You disclose that 950,833 profit units were granted during 2022 and
2023; however, the
       tables on page F-25 do not reflect any grants in those periods. Please
revise to address this
       apparent inconsistency or clarify your disclosures.
Flowco Production Solutions, L.L.C.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-35

23.    We note your disclosure that revenue is recognized from the sale of
services upon
       completion of the service which occurs within a short period of time
from contract
       inception. Please revise to clarify the types of services offered and
the typical amount of
       time over which they are provided.
24.    You disclose that revenue from the sale of goods is recognized at a
point in time upon
       transfer of control of the product. Please revise to disclose when the
transfer of control
       occurs.
Flogistix LP
Note 11 - Revenue from Contracts with Customers, page F-79

25.    You disclose that field service revenue is generated by leasing
compressor packages to
       customers to use at their oil and gas facilities, which you appear to
account for under ASC
       606. Please tell us how you considered whether these contracts contained
a lease and
       should be accounted for under ASC 842.
26.    You disclose that revenue from the sale of compressor and fabricated
equipment and
       aftermarket part sales and services is recognized upon transfer of
control. Please revise to
       disclose when the transfer of control occurs.
Item 16. Exhibits and financial statements, page II-3

27.    Please file any material lease agreements and employment agreements with
your
       executive officers as exhibits to the registration statement.
General

28.    Please supplementally provide us with copies of all written
communications, as defined
       in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
       behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
       whether or not they retain copies of the communications.

       Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
 September 27, 2024
Page 6
cc:   John Stribling