November 20, 2024

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

       Re: Flowco Holdings Inc.
           Amendment No. 2 to Draft Registration Statement on Form S-1
           Submitted November 12, 2024
           CIK No. 0002035149
Dear Joseph R. Edwards:

     We have reviewed your amended 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.

Amendment No. 2 to Draft Registration Statement on Form S-1
Liquidity and Capital Resources, page 93

1.     We note you removed disclosures which discuss that Flowco Holdings Inc.
is a
       holding company with no material assets other than its ownership of the
LLC interests
       and as such its ability to pay dividends, taxes or payments under the
Tax Receivable
       Agreement is subject to the ability of Flowco LLC to provide
distributions to
       you. Please revise to include these disclosures or explain to us why you
do not believe
       they are useful in a discussion of liquidity.
 November 20, 2024
Page 2
Flowco MergeCo LLC
Unaudited Condensed Consolidated Financial Statements
Note 15 - Segment Information, page F-57

2.    We note your disclosure and quantification of Segment adjusted EBITDA in
the table
      on page F-58. However, on page F-35 you disclose that the CODM reviews
income
      from operations as the measure of segment profit or loss and you discuss
the changes
      in segment income from operations in your interim period MD&A. Please
tell us what
      your segment measure of profit or loss is and revise to provide
consistent disclosure
      throughout the filing.
3.    If your segment measure of profit or loss has changed and is now segment
adjusted
      EBITDA, please tell us what consideration was given to recasting the
segment
      footnote on page F-27 of your annual financial statements for the new
segment
      measure of profit or loss. Refer to ASC 280-10-50-36.
4.    Notwithstanding the comment above, if your new segment measure of profit
or loss is
      segment adjusted EBITDA, please tell us if your CODM also uses segment
income
      from operations. In this regard, we note your disclosure of segment
income from
      operations in your interim period MD&A. If your CODM reviews and uses
both
      income from operations and segment adjusted EBITDA, then the reported
measure
      shall be the one that is in accordance with the measurement principles
most consistent
      with those used in measuring the corresponding amounts in the
consolidated financial
      statements, income from operations in your case. Refer to ASC
280-10-50-28.

       Please contact Melissa Kindelan at 202-551-3564 or Chris 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
cc:   John Stribling