8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

TO

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): September 7, 2005

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13455	74-2148293
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

(281) 367-1983

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On September 13, 2005, TETRA Technologies, Inc. (“TETRA”) filed a Current Report on Form 8-K announcing that on September 7, 2005 its Maritech Resources, Inc. subsidiary (“Maritech”) had completed the acquisition of certain oil and gas interests from Devon Energy Production Company, L.P., Devon Louisiana Corporation and Devon Energy Petroleum Pipeline Company (collectively “Devon Energy”) pursuant to a purchase and sale agreement dated July 22, 2005. This Amendment No. 1 to the Form 8-K is being filed by TETRA to amend the Current Report on Form 8-K filed on September 13, 2005 to provide the required financial information in accordance with Items 9.01(a) and 9.01(b) of such Current Report.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited Statements of Combined Revenues and Direct Operating Expenses of the Oil and Gas Properties Sold to Maritech Resources, Inc. for the years ended December 31, 2004 and 2003 and the related notes thereto, together with the Independent Auditor’s Report related thereto, are included in this report as Exhibit 99.1 and incorporated herein by reference in response to Item 9.01(a).

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of TETRA as of June 30, 2005 and the unaudited pro forma condensed combined statements of operations for the years ended December 31, 2004 and 2003 and the six-month period ended June 30, 2005 are included in this report as Exhibit 99.2 and incorporated herein by reference in response to Item 9.01(b).

(c) Exhibits.

Exhibit Number	Description
23.1	Consent of KPMG LLP
99.1	Audited Statement of Combined Revenues and Direct Operating Expenses of the Oil and Gas Properties Sold to Maritech Resources, Inc. for the years ended December 31, 2004 and 2003 and the related notes thereto, together with the Independent Auditor's Report related thereto.
99.2	Unaudited pro forma condensed combined balance sheet of TETRA Technologies, Inc. as of June 30, 2005 and the unaudited pro forma condensed combined statements of operations for the years ended December 31, 2004 and 2003 and the six-month period ended June 30, 2005.

Page 1

SIGNATURES

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

TETRA Technologies, Inc.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: November 21, 2005

Page 2

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of KPMG LLP
99.1	Audited Statement of Combined Revenues and Direct Operating Expenses of the Oil and Gas Properties Sold to Maritech Resources, Inc. for the years ended December 31, 2004 and 2003 and the related notes thereto, together with the Independent Auditor's Report related thereto.
99.2	Unaudited pro forma condensed combined balance sheet of TETRA Technologies, Inc. as of June 30, 2005 and the unaudited pro forma condensed combined statements of operations for the years ended December 31, 2004 and 2003 and the six-month period ended June 30, 2005.

Page 3

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors

TETRA Technologies, Inc.

We consent to the incorporation by reference in the registration statements (Nos. 333-40509, 33-41337, 33-35750, 33-76804, 33-76806, 333-04284, 333-09889, 333-61988, 333-84444, 333-76039, 333-114034, and 333-126422) on Form S-8, and (No. 333-115859) on Form S-4 of TETRA Technologies, Inc. of our report dated November 15, 2005 with respect to the statements of combined revenues and direct operating expenses for the oil and gas properties sold to Maritech Resources, Inc., a subsidiary of TETRA Technologies, Inc. (the Acquired Properties) for the years ended December 31, 2004 and 2003, which report appears in the Form 8-K/A of TETRA Technologies, Inc. dated September 7, 2005.

/s/KPMG LLP

Oklahoma City, Oklahoma

November 18, 2005

EX-99

Exhibit 99.1

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of Devon Energy Corporation:

We have audited the accompanying statements of combined revenues and direct operating expenses of the oil and gas properties sold to Maritech Resources, Inc., a subsidiary of TETRA Technologies, Inc. (the Acquired Properties) for the years ended December 31, 2004 and 2003. These financial statements are the responsibility of Devon Energy Corporation’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2. The presentation is not intended to be a complete presentation of the properties described above.

In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and direct operating expenses of the oil and gas properties sold to Maritech Resources, Inc., a subsidiary of TETRA Technologies, Inc. as described in Note 1 for the years ended December 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/KPMG LLP

Oklahoma City, Oklahoma

November 15, 2005

F-1

DEVON ENERGY CORPORATION

STATEMENTS OF COMBINED REVENUES AND DIRECT OPERATING

EXPENSES OF THE OIL AND GAS PROPERTIES

SOLD TO MARITECH RESOURCES, INC.

(In Thousands)

	Six Months Ended		Year Ended
	June 30,		December 31,
	2005	2004	2004	2003
	(Unaudited)
Revenues	$22,653	$40,227	$71,214	$86,371
Direct operating expenses	10,647	10,295	21,397	28,418
Excess of revenues over direct operating expenses	$12,006	$29,932	$49,817	$57,953

The accompanying notes are an integral part of these financial statements.

F-2

DEVON ENERGY CORPORATION

NOTES TO STATEMENTS OF COMBINED REVENUES AND DIRECT

OPERATING EXPENSES OF THE OIL AND GAS PROPERTIES

SOLD TO MARITECH RESOURCES, INC.

1. THE PROPERTIES

On September 7, 2005, Maritech Resources, Inc. (“Maritech”), a wholly owned subsidiary of TETRA Technologies, Inc. (“TETRA”) acquired, effective as of January 1, 2005, (the “Acquisition”) certain offshore Gulf of Mexico and inland waters properties (“Acquired Properties”) of Devon Energy Corporation and its subsidiaries (collectively “Devon Energy”). Pursuant to the Purchase and Sale Agreement dated July 22, 2005 (“the Agreement”), the purchase consideration consisted primarily of the fair value of associated decommissioning and abandonment liabilities assumed by Maritech plus a cash purchase price of $4.0 million. The cash portion of the consideration was subject to adjustment for the effects of preferential purchase right elections and the properties’ cash flows from January 1, 2005. As a result of such cash adjustments primarily relating to the properties’ cash flows from January 1, 2005, Maritech received a net settlement of approximately $18.3 million cash at closing, which remains subject to final adjustment, and retained the associated abandonment liabilities. The Acquired Properties are in the following Gulf of Mexico blocks or State of Louisiana leases:

• Brazos Block 396

• East Cameron Block 354

• Eugene Island Blocks 007, 116, 128, 129, 297, 305, 325, 342, 365

• Galveston Block 273, 333, 343, 363

• Grand Isle Block 68

• High Island Block 30L, 98L, A264, A339, A340, A442, A474, A489, A499, A560

• Main Pass Block 175

• Mustang Island Block 748L, 772L

• South Marsh Island Block 36, 37, 48, 125, 233

• Ship Shoal Block 47, 64, 276, 277, 299, 300

• South Timbalier Block 212, 219, 231, 277

• Vermillion Block 57, 114, 131

• Viosca Knoll Block 213, 738

• West Cameron Block 206, 528, 541

2. BASIS OF PRESENTATION

The statements of combined revenues and direct operating expenses have been derived from Devon Energy’s historical financial records and are prepared on the accrual basis of accounting. Revenues and direct operating expenses as set forth in the accompanying statements include revenues from oil and gas production, net of royalties, and associated direct operating expenses related to the net revenue interest and net working interest, respectively. These revenues and expenses represent Maritech’s interest in the Acquired Properties.

F-3

During the periods presented, the Acquired Properties were not accounted for or operated as a separate division by Devon Energy. Accordingly, full separate financial statements prepared in accordance with generally accepted accounting principles do not exist and are not practicable to obtain in these circumstances.

These statements vary from an income statement in that they do not show certain expenses, which were incurred in connection with the ownership of the Acquired Properties, such as general and administrative expenses, and income taxes. These costs were not separately allocated to the Acquired Properties in the Devon Energy historical financial records and the preparation of any pro forma allocation would be both time consuming and expensive and would not result in a reliable estimate of what these costs would actually have been had the Acquired Properties been operated historically as a stand alone entity. In addition, these allocations, if made using Devon Energy historical general and administrative structures and tax burdens, would not produce allocations that would be indicative of the historical performance of the Acquired Properties had they been assets of Maritech, due to the significant differences in size, structure, and operations of Maritech. These statements also do not include provisions for depreciation, depletion, amortization and accretion, as such amounts would not be indicative of future costs and those costs which would be incurred by Maritech upon allocation of the purchase price. Accordingly, the financial statements and other information presented are not indicative of the results of operations of the Acquired Properties going forward due to the expected production declines of the Acquired Properties, the changes in the business and the omission of various operating expenses.

In addition, a balance sheet for the Acquired Properties is not presented. At the end of the economic life of these fields, certain restoration and abandonment costs will be incurred by the respective owners of these fields. No accrual for these costs is included in the direct operating expenses.

The sales method of accounting for gas production imbalances has been followed in determining revenues. The volume of gas sold may differ from the volumes to which Devon Energy is entitled based on its interests in the properties. These differences create imbalances that are recognized as a reduction of revenue only when the estimated remaining reserves will not be sufficient to enable the underproduced owner to recoup its entitled share through production. If an imbalance exists at the time the wells’ reserves are depleted, settlements are made among the joint interest owners under a variety of arrangements. No revenue is recorded for those wells where Devon Energy has taken less than its share of production unless all revenue recognition criteria are met.

3. RELATED PARTY TRANSACTIONS

Affiliates of Devon Energy purchased some of the crude oil and natural gas from the Acquired Properties for certain periods presented in the financial statements. Such sales, based on Devon Energy’s net revenue interest in the Acquired Properties, amounted to approximately $34.9 million and $29.4 million for the years ended December 31, 2004 and 2003, respectively. The purchasers of future sales of crude oil and natural gas from the Acquired Properties will be determined by Maritech beginning in December 2005.

4. COMMITMENTS AND CONTINGENCIES

Devon Energy is involved in various routine legal proceedings incidental to its business. Matters that are probable of unfavorable outcome to Devon Energy and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Devon Energy’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. To Devon Energy’s knowledge, as of the date of this report and related to the Acquired Properties, there were no material pending legal proceedings.

Pursuant to the terms of the Agreement, Devon Energy is obligated for any claims, litigation or disputes pending as of the effective date of January 1, 2005, or any matters arising in connection with the ownership of the Acquired Properties prior to the effective date.

F-4

5. OIL AND GAS RESERVE INFORMATION (Unaudited)

Estimated Quantities of Proved Oil and Gas Reserves

The following information is presented with regard to the Acquired Properties’ proved oil and gas reserves. The reserve values and cash flow amounts reflected in the following reserve disclosures are based on prices as of year end. Proved oil and gas reserve quantities are reported in accordance with guidelines established by the Securities and Exchange Commission.

Proved oil and gas reserves are defined as the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Reservoirs are considered proved if economic productibility is supported by either actual production or conclusive formation tests. The area of a reservoir considered proved includes (a) that portion delineated by drilling and defined by gas-oil and/or gas-water contacts, if any, and (b) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically productive on the basis of available geological and engineering data. Reserves which can be produced economically through application of improved recovery techniques are included in the “proved” classification when successful testing by a pilot project, or the operation of an installed program in the reservoir, provides support for the engineering analysis on which the project or program was based.

The reliability of reserve information is considerably affected by several factors. Reserve information is imprecise due to the inherent uncertainties in, and the limited nature of, the database upon which the estimating of reserve information is predicated. Moreover, the methods and data used in estimating reserve information are often necessarily indirect or analogical in character, rather than direct or deductive. Furthermore, estimating reserve information, by applying generally accepted petroleum engineering and evaluation principles, involves numerous judgments based upon the engineer’s educational background, professional training and professional experience. The extent and significance of the judgments to be made are, in themselves, sufficient to render reserve information inherently imprecise.

	Natural Gas		Oil
	(MMcf)		(MBbls)
Total proved reserves:
Balance, December 31, 2002	22,877		2,211
Revisions of previous estimates	9,661		316
Production	(10,399	)	(935	)
Extensions and discoveries	4,533		1
Balance, December 31, 2003	26,672		1,593
Revisions of previous estimates	(4,272	)	1,009
Production	(6,522	)	(833	)
Extensions and discoveries	–		–
Balance, December 31, 2004	15,878		1,769
Proved developed reserves:
December 31, 2003	24,961		1,352
December 31, 2004	13,783		1,450

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

The standardized measure of discounted future net cash flows and changes in such cash flows are prepared using procedures prescribed by Statement of Financial Accounting Standards No. 69 (“SFAS No. 69”). As prescribed by SFAS No. 69, “standardized measure” relates to the estimated discounted future net cash flows and major components of that calculation relating to proved reserves at the end of the year in the aggregate, based on year end prices, costs, and statutory tax rates and using a 10% annual discount rate.

F-5

The standardized measure is not an estimate of the fair value of proved oil and gas reserves. Probable and possible reserves, which may become proved in the future, are excluded from the calculations. Furthermore, year end prices, used to determine the standardized measure, are influenced by seasonal demand and other factors and may not be representative in estimating future revenues or reserve data.

The standardized measure of discounted future net cash flows relating to proved oil and gas reserves attributed to the Acquired Properties is as follows (in thousands):

	December 31,
	2004		2003
Future cash inflows	$172,203		$207,763
Future costs:
Production	57,833		53,832
Development and abandonment	89,595		82,656
Future net cash flows before income taxes	24,775		71,275
Future income taxes	16,393		28,904
Future net cash flows	8,382		42,371
Discount at 10% annual rate	(6,612	)	(1,254	)
Standardized measure of discounted future net cash flows	$14,994		$43,625

Changes in the standardized measure of future net cash flows relating to proved natural gas and oil reserves attributed to the Acquired Properties are summarized below (in thousands):

	Year Ended December 31,
	2004		2003
Standardized measure, beginning of year	$43,625		$8,596
Sales, net of production costs	(49,817	)	(57,953	)
Net change in price, net of production costs	2,481		25,433
Development costs incurred	6,685		759
Changes in future development costs	(10,202	)	10,384
Revisions in quantity estimates	7,532		35,936
Accretion of discount	4,363		860
Net change in income taxes	11,683		(4,277	)
Extensions and discoveries	–		16,284
Change in production rates (timing) and other	(1,356	)	7,603
Standardized measure, end of year	$14,994		$43,625

F-6

EX-99

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

The following unaudited pro forma condensed combined financial statements are presented to show the effects of the September 2005 acquisition (“the Acquisition”) by Maritech Resources, Inc. (“Maritech”) of certain oil and gas property interests from Devon Energy Production Company, L.P., Devon Louisiana Corporation and Devon Energy Petroleum Pipeline Company (collectively “Devon Energy”) pursuant to a Purchase and Sale Agreement dated July 22, 2005 (“the Agreement”). Maritech is a wholly owned subsidiary of TETRA Technologies, Inc. (“TETRA”). The properties acquired are herein referred to as the “Acquired Properties."

The following unaudited pro forma condensed combined financial statements have been prepared by recording pro forma adjustments to the historical consolidated financial statements of TETRA. These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes thereto, TETRA’s Annual Report on Form 10-K for the year ended December 31, 2004, TETRA’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 and the Statements of Combined Revenues and Direct Operating Expenses of the Oil and Gas Properties Sold to Maritech Resources, Inc.

The following unaudited pro forma condensed combined balance sheet reflects the pro forma adjustments necessary to be made to the historical consolidated balance sheet of TETRA and its subsidiaries to give effect to the Acquisition as if it had occurred on June 30, 2005 as an acquisition by TETRA of the Acquired Properties using the purchase method of accounting. Pro forma adjustments that are attributable to the Acquisition are described below and in the accompanying notes to the following unaudited pro forma condensed combined financial statements.

The following unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2005 and for the years ended December 31, 2004 and 2003, reflect the pro forma adjustments necessary to the historical consolidated statements of operations of TETRA and its subsidiaries to give effect to the Acquisition as if it had occurred on January 1 of the period presented as an acquisition by TETRA of the Acquired Properties using the purchase method of accounting. Pro forma adjustments that are attributable to the Acquisition are described below and in the accompanying notes to the following unaudited pro forma condensed combined financial statements.

The pro forma adjustments are based upon available information and assumptions that TETRA’s management believes are reasonable. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the notes accompanying those statements.

1

The unaudited pro forma condensed combined financial statements and supplemental oil and gas reserve disclosures are not necessarily indicative of the historical results that would have been achieved had the Acquisition occurred on the dates referenced above and should not be viewed as indicative of operations in future periods, due to the expected production declines of the properties, the changes in the business and the omission of various operating and administrative expenses.

The unaudited pro forma condensed combined financial statements were prepared based on the following assumptions:

• Pursuant to the Agreement, Maritech purchased the Acquired Properties in exchange for the assumption of approximately $66.1 million fair value of associated decommissioning liabilities plus a cash purchase price of $4.0 million. The cash portion of the consideration was subject to adjustment for the effects of preferential purchase right elections and the Acquired Properties’ cash flows from January 1, 2005. As a result of such cash adjustments primarily relating to the Acquired Properties’ cash flows from January 1, 2005, Maritech received a net cash settlement at closing of approximately $18.3 million.

• The unaudited pro forma balance sheet has been prepared as if the Acquisition occurred on June 30, 2005. The unaudited pro forma statements of operations for the six months ended June 30, 2005, and for the years ended December 31, 2004 and 2003 have been prepared as if the Acquisition occurred on January 1 of each of the periods presented.

• The Acquisition was accounted for as a purchase of the Acquired Properties by TETRA.

2

Unaudited Pro Forma Condensed Combined Balance Sheet

June 30, 2005

	TETRA	Pro Forma		Combined
	Historical	Adjustments		Pro Forma
	(In Thousands)
Cash and cash equivalents	$5,302	$18,267	(a)	$23,569
Accounts receivable, net	107,424			107,424
Inventories	60,131	237	(a)	60,368
Deferred tax assets	1,624			1,624
Prepaid expenses and other	8,223			8,223
	182,704			201,208
Property, plant and equipment, net	224,464	51,766	(a)	276,230
Other assets	124,480			124,480
Total assets	$531,648			$601,918
Trade accounts payable	$40,989			$40,989
Accrued liabilities	36,696	4,177	(a)	40,873
Liabilities of discontinued operations	253			253
Current portion of long-term debt	1			1
	77,939			82,116
Long-term debt	125,231			125,231
Deferred income taxes	31,963			31,963
Decommissioning liabilities	38,546	66,093	(a)	104,639
Other liabilities	5,818			5,818
	201,558			267,651
Stockholders' equity	252,151			252,151
Total liabilities and stockholders' equity	$531,648			$601,918

3

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2003

		Acquired
	TETRA	Properties	Pro Forma		Combined
	Historical	Historical	Adjustments		Pro Forma
	(In Thousands)
Product sales revenues	$144,011	$86,371			$230,382
Services sales revenues	174,658				174,658
Total revenues	318,669	86,371			405,040
Cost of product sales	110,361	28,418	56,836	(b)	195,615
Cost of services	134,512				134,512
Total cost of revenues	244,873	28,418			330,127
Gross profit	73,796	57,953			74,913
General and administrative expenses	44,718		2,906	(c)	47,624
Operating income	29,078	57,953			27,289
Interest expense, net	312				312
Other income (expense)	565				565
Income before taxes, discontinued operations and cumulative effect of accounting change	29,331	57,953			27,542
Provision for income taxes	9,931		320	(d)	10,251
Income before discontinued operations and cumulative effect of accounting change	$19,400	$57,953			$17,291
Income before discontinued operations per share:
Basic	$0.59				$0.61
Diluted	$0.56				$0.58

4

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2004

		Acquired
	TETRA	Properties	Pro Forma		Combined
	Historical	Historical	Adjustments		Pro Forma
	(In Thousands)
Product sales revenues	$187,090	$71,214			$258,304
Services sales revenues	166,096				166,096
Total revenues	353,186	71,214			424,400
Cost of product sales	147,268	21,397	38,594	(b)	207,259
Cost of services	124,549				124,549
Total cost of revenues	271,817	21,397			331,808
Gross profit	81,369	49,817			92,592
General and administrative expenses	53,799		2,906	(c)	56,705
Operating income	27,570	49,817			35,887
Interest expense, net	1,676				1,676
Other income (expense)	465				465
Income before taxes, discontinued operations and cumulative effect of accounting change	26,359	49,817			34,676
Provision for income taxes	8,303		2,911	(d)	11,214
Income before discontinued operations and cumulative effect of accounting change	$18,056	$49,817			$23,462
Income before discontinued operations per share:
Basic	$0.54				$0.70
Diluted	$0.51				$0.66

5

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2005

		Acquired
	TETRA	Properties	Pro Forma		Combined
	Historical	Historical	Adjustments		Pro Forma
	(In Thousands)
Product sales revenues	$141,425	$22,653			$164,078
Services sales revenues	121,495				121,495
Total revenues	262,920	22,653			285,573
Cost of product sales	108,714	10,647	10,555	(b)	129,916
Cost of services	83,930				83,930
Total cost of revenues	192,644	10,647			213,846
Gross profit	70,276	12,006			71,727
General and administrative expenses	37,160		1,453	(c)	38,613
Operating income	33,116	12,006			33,114
Interest expense, net	2,912				2,912
Other income (expense)	1,787				1,787
Income before taxes, discontinued operations and cumulative effect of accounting change	31,991	12,006			31,989
Provision for income taxes	11,037		(1	)(d)	11,036
Income before discontinued operations and cumulative effect of accounting change	$20,954	$12,006			$20,953
Income before discontinued operations per share:
Basic	$0.62				$0.62
Diluted	$0.59				$0.59

6

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation

The accompanying unaudited pro forma balance sheet and statements of operations present the pro forma effects of the Acquisition. The balance sheet is presented as though the Acquisition occurred on June 30, 2005. The statements of operations are presented as though the Acquisition occurred on January 1 of each of the periods presented.

2. Method of Accounting for the Merger

TETRA will account for the Acquisition using the purchase method of accounting for business combinations.

The purchase method of accounting requires that the Acquired Properties’ assets and liabilities assumed by TETRA be recorded at their estimated fair values. The purchase price of the Acquired Properties will be based primarily on the fair value of the associated decommissioning liabilities assumed of approximately $66.1 million, less the amount of net cash received at closing.

3. Pro Forma Adjustments Related to the Acquisition

The unaudited pro forma condensed combined balance sheet includes the following adjustments:

(a) This adjustment records the purchase of the Acquired Properties in exchange for the assumption of approximately $66.1 million of associated decommissioning liabilities, other assumed liabilities and transaction costs. In addition, Maritech received a net cash settlement of approximately $18.3 million, consisting primarily of the Acquired Properties’ net cash flows received by Devon Energy subsequent to the effective date, and which is net of $4.0 million of purchase consideration paid by Maritech.

The unaudited pro forma condensed combined statements of operations include the following adjustments:

(b) This adjustment records the additional depreciation, depletion and amortization associated with the Acquired Properties.

(c) This adjustment records the additional accretion expense related to the decommissioning liabilities assumed associated with the Acquired Properties.

(d) This adjustment records the income tax impact of the Acquired Properties, using TETRA’s consolidated statutory income tax rate.

7

Pro Forma Supplemental Oil and Gas Disclosures

(unaudited)

The following table sets forth certain unaudited pro forma information concerning TETRA’s proved oil and gas reserves as of December 31, 2004 and 2003, giving effect to the purchase of the Acquired Properties from Devon Energy as if it had occurred on January 1 of the periods presented. The reliability of reserve information is considerably affected by several factors. Reserve information is imprecise due to the inherent uncertainties in, and the limited nature of, the database upon which the estimating of reserve information is predicated. Moreover, the methods and data used in estimating reserve information are often necessarily indirect or analogical in character, rather than direct or deductive. Furthermore, estimating reserve information, by applying generally accepted petroleum engineering and evaluation principles, involves numerous judgments based upon the engineer’s educational background, professional training and professional experience. The extent and significance of the judgments to be made are, in themselves, sufficient to render reserve information inherently imprecise.

Estimated Quantities of Proved Oil and Gas Reserves

	Oil (MBbls)
			Acquired
	TETRA		Properties		Pro Forma
Total proved reserves at December 31, 2002	902		2,211		3,113
Revisions of previous estimates	645		316		961
Production	(473	)	(935	)	(1,408	)
Extensions and discoveries	1,314		1		1,315
Purchases of reserves in place	887		–		887
Sales of reserves in place	–		–		–
Total proved reserves at December 31, 2003	3,275		1,593		4,868
Revisions of previous estimates	(301	)	1,009		708
Production	(502	)	(833	)	(1,335	)
Extensions and discoveries	64		–		64
Purchases of reserves in place	110		–		110
Sales of reserves in place	–		–		–
Total proved reserves at December 31, 2004	2,646		1,769		4,415
Proved developed reserves
December 31, 2003	1,593		1,352		2,945
December 31, 2004	1,127		1,450		2,577

8

	Gas (MMcf)
			Acquired
	TETRA		Properties		Pro Forma
Total proved reserves at December 31, 2002	10,004		22,877		32,881
Revisions of previous estimates	(556	)	9,661		9,105
Production	(3,953	)	(10,399	)	(14,352	)
Extensions and discoveries	1,654		4,533		6,187
Purchases of reserves in place	6,776		–		6,776
Sales of reserves in place	–		–		–
Total proved reserves at December 31, 2003	13,925		26,672		40,597
Revisions of previous estimates	1,223		(4,272	)	(3,049	)
Production	(4,101	)	(6,522	)	(10,623	)
Extensions and discoveries	6,615		–		6,615
Purchases of reserves in place	4,986		–		4,986
Sales of reserves in place	(243	)	–		(243	)
Total proved reserves at December 31, 2004	22,405		15,878		38,283
Proved developed reserves
December 31, 2003	10,332		24,961		35,293
December 31, 2004	15,356		13,783		29,139

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

The standardized measure of discounted future net cash flows and changes in such cash flows are prepared using procedures prescribed by Statement of Financial Accounting Standards No. 69 (“SFAS No. 69”). As prescribed by SFAS No. 69, “standardized measure” relates to the estimated discounted future net cash flows and major components of that calculation relating to proved reserves at the end of the year in the aggregate, based on year end prices, costs, and statutory tax rates and using a 10% annual discount rate.

The standardized measure is not an estimate of the fair value of proved oil and gas reserves. Probable and possible reserves, which may become proved in the future, are excluded from the calculations. Furthermore, yearend prices, used to determine the standardized measure, are influenced by seasonal demand and other factors and may not be the more representative in estimating future revenues or reserve data.

The following is a summary of pro forma standardized measure of discounted future net cash flows from proved oil and gas reserves of TETRA as of December 31, 2004 and 2003, giving effect to the acquisition of the Acquired Properties as if it had occurred at January 1 of each of the periods presented:

9

	December 31, 2003
			Acquired
	TETRA		Properties		Pro Forma
	(In Thousands)
Future cash inflows	$184,121		$207,763		$391,884
Future costs
Production	50,446		53,832		104,278
Development and abandonment	47,472		82,656		130,128
Future net cash flows before income taxes	86,203		71,275		157,478
Future income taxes	(25,908	)	(28,904	)	(54,812	)
Future net cash flows	60,295		42,371		102,666
Discount at 10% annual rate	(10,433	)	1,254		(9,179	)
Standardized measure of discounted future net cash flows	$49,862		$43,625		$93,487

	December 31, 2004
			Acquired
	TETRA		Properties		Pro Forma
	(In Thousands)
Future cash inflows	$257,459		$172,203		$429,662
Future costs
Production	70,689		57,833		128,522
Development and abandonment	65,933		89,595		155,528
Future net cash flows before income taxes	120,837		24,775		145,612
Future income taxes	(39,671	)	(16,393	)	(56,064	)
Future net cash flows	81,166		8,382		89,548
Discount at 10% annual rate	(11,275	)	6,612		(4,663	)
Standardized measure of discounted future net cash flows	$69,891		$14,994		$84,885

The following is a summary of the changes in the pro forma standardized measure of discounted future net cash flows from proved oil and gas reserves of TETRA as of December 31, 2004 and 2003, giving effect to the acquisition of the Acquired Properties as if it had occurred at January 1 of each of the periods presented:

10

	Year Ended December 31, 2003
			Acquired
	TETRA		Properties		Pro Forma
	(In Thousands)
Standardized measure, beginning of year	$20,726		$8,596		$29,322
Sales, net of production costs	(19,635	)	(57,953	)	(77,588	)
Net change in prices, net of production costs	2,013		25,433		27,446
Changes in future development costs	(86	)	10,384		10,298
Development costs incurred	473		759		1,232
Accretion of discount	2,073		860		2,933
Net change in income taxes	(12,793	)	(4,277	)	(17,070	)
Purchases of reserves in place	32,570		–		32,570
Extensions and discoveries	15,538		16,284		31,822
Sales of reserves in place	–		–		–
Net change due to revision in quantity estimates	11,107		35,936		47,043
Changes in production rates (timing) and other	(2,124	)	7,603		5,479
Subtotal	29,136		35,029		64,165
Standardized measure, end of year	$49,862		$43,625		$93,487

	Year Ended December 31, 2004
			Acquired
	TETRA		Properties		Pro Forma
	(In Thousands)
Standardized measure, beginning of year	$49,862		$43,625		$93,487
Sales, net of production costs	(19,882	)	(49,817	)	(69,699	)
Net change in prices, net of production costs	5,381		2,481		7,862
Changes in future development costs	(1,738	)	(10,202	)	(11,940	)
Development costs incurred	2,750		6,685		9,435
Accretion of discount	4,986		4,363		9,349
Net change in income taxes	(11,811	)	11,683		(128	)
Purchases of reserves in place	12,882		–		12,882
Extensions and discoveries	29,171		–		29,171
Sales of reserves in place	(115	)	–		(115	)
Net change due to revision in quantity estimates	(2,233	)	7,532		5,299
Changes in production rates (timing) and other	638		(1,356	)	(718	)
Subtotal	20,029		(28,631	)	(8,602	)
Standardized measure, end of year	$69,891		$14,994		$84,885

11