September 8, 2005

Mr. Richard L. Bergmark
Chief Financial Officer
Core Laboratories N.V.
Herengracht 424
1017 BZ Amersterdam
The Netherlands

	Re:	Core Laboratories N.V.
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 13, 2005

Dear Mr. Bergmark:

      We have reviewed your filings and have the following
comment.
We have limited our review of your filing to those issues we have
addressed in our comment.  Where indicated, we think you should
revise
your document in response to this comment.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements

1. Please provide to us a detailed analysis in support of your
accounting for the   Performance Share Award Program ("PSAP").
Your
response should include all of the facts considered by you, the
specific accounting literature upon which you relied, and the
following:

* Describe the history of the PSAP program during the five prior
years
(that is, for performance periods ending in 1999-2003, if the
program
was in existence), including the nature of performance targets and
the
degree to which those targets were met and stock compensation was
recognized.

* Explain your analysis of paragraph 28 of APB 25 and why you
believe
you are unable to make estimates of compensation cost in
accordance
with that provision.  In this regard, please provide to us your
probability analysis as of the end of the 2004, 2003 and 2002
reporting periods.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	You may contact Sandy Eisen at (202) 551-3864 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,



								April Sifford
								Branch Chief

cc:  Sandy Eisen
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Mr. Richard L. Bergmark
Core Laboratories N.V.
September 8, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549

   DIVISION OF
CORPORATION FINANCE
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