April 7, 2006



via U.S. Mail
John D. Denson
Vice President, General Counsel and Secretary
Core Laboratories, N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

Re:	Core Laboratories, N.V.
      Preliminary Proxy Statement on Schedule 14A
      File No. 1-14273
      Filed March 21, 2006

Dear Mr. Denson:

      We have limited our review of your filing to those issues we
have addressed in our comments.   Where indicated, we think you
should revise your document in response to these comments.  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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 2.  Confirmation and Adoption of Annual Accounts and Director
Discharge of Liability

1. We note your discussion of provisions under Dutch law that
permit
supervisory directors and managing directors to be discharged from
"any liability relating to the performance of their duties" in
connection with the review of the fiscal year end Dutch Statutory
Annual Accounts.  Please provide us with an English translation of
the applicable provisions under Dutch law and the by laws of the
company marked to show the relevant provisions under each document
that provide for the discharge of liabilities referenced in this
proposal.  Moreover, revise the proposal to reference the reasons
for
and the general effect of such a discharge.  In revising your
disclosure, ensure that it addresses the impact of the law on the
directors` duty of care and explain the limitations, if any, that
exist in the law on the Company`s ability to exempt officers and
directors from liability for breaches of the duty of care to the
company.  We may have further comment.

2. It would appear that shareholders are not being afforded the
opportunity to vote for the adoption of the annual accounts for
the
fiscal year ending December 31, 2005 separately from the discharge
of
liability of supervisory and managing directors under the
provisions
of Dutch law referenced in the proposal.  Please note our
subsequent
comment on unbundling of proposals and revise the preliminary
proxy
statement and proxy card accordingly. Refer to Rule 14a-4(a)(3).

Item 8.  Approval of the Amendment to the Company`s Articles of
Association , page 29

3. Rule 14a-4(a)(3) requires that the form of proxy "identify
clearly
and impartially each separate matter intended to be acted upon,
whether or not related to or conditioned on the approval of other
matters."  In that regard, we note that in Item 8, shareholders
are
asked to vote on a series of amendments to the articles of
association, some of which represent material additions or
amendments
to existing provisions, without being given the opportunity to
vote
separately for each material amendment.  For example, a single
vote
in favor of Item 8, constitutes a vote approving amendments to
Articles 16, 17, and 18, which relate to the designated age limit
of
supervisory directors, approval of indemnification of the persons
specified in the proposal and approval of subsections to the
current
articles of association that would allow for the discharge of the
management board.
		Please revise the proxy statement and proxy card to give
consideration to each 			material proposed amendment to
the
company`s articles of association that is 			currently
encompassed in Item 8. Consistent with the requirements of Rule
	14a-4(a)(3), please ensure that you unbundle from the
proposal,
those 				amendments that are material so that
shareholders may vote separately for each 			such
matter.
Such revisions should be made to both the proxy statement and the
		form of proxy card.  See Rule 14a-5(a). See Division of
Corporation Finance, 			Manual Of Telephone
Interpretations, Fifth Supplement.

4. In making the revisions outlined above, please ensure that you
include disclosure that informs shareholders of the consequences
of
approving a particular proposal, while disapproving of another.
This
comment applies to the unbundling of proposals in Items 2 and 8.

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.

	Please contact Mellissa Campbell Duru at (202) 551-3757 with
any
questions.

      Sincerely,


									H. Roger Schwall
									Assistant Director
via facsimile
Gillian Hobson, Esq.
Vinson & Elkins LLP


Mr. Denson
Core Laboratories, N.V.
April 7, 2006
page 4




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05