8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 22, 2002

CARBO CERAMICS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15903	72-1100013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6565 MacArthur Boulevard, Suite 1050, Irving, TX	75039
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (972) 401-0090

ITEM 5.    OTHER EVENTS

                   On May 21, 2002 Carbo Ceramics Inc. signed a definitive merger agreement to acquire privately-held Pinnacle Technologies Inc. A press release describing the transaction was released by Carbo Ceramics Inc. on May 22, 2002, a copy of which is attached hereto as Exhibit 99.1.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c)              Exhibits

                   Press release dated May 22, 2002

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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.

                                                                                          CARBO CERAMICS INC.

/s/ C. MARK PEARSON                 

                                                                                          C. Mark Pearson

                                                                                          President and Chief Executive Officer

/s/ PAUL G. VITEK                   

                                                                                          Paul G. Vitek

                                                                                          Sr. Vice President, Finance and

                                                                                          Chief Financial Officer

Date: May 22, 2002

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EXHIBIT INDEX

EXHIBIT NUMBER                                               DESCRIPTION

99.1                                      Copy of Carbo Ceramics Inc. press release dated May 22, 2002

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EX-99

Exhibit 99.1

CARBO Ceramics Inc. Announces Agreement to Acquire Pinnacle Technologies Inc.

    IRVING, Texas, May 22 /PRNewswire-FirstCall/ --
CARBO Ceramics Inc. (NYSE: CRR), a manufacturer of ceramic proppants for use
in the hydraulic fracturing of natural gas and oil wells, announced that it
has signed a definitive merger agreement to acquire privately-held Pinnacle
Technologies Inc.  Pinnacle, the world's leading provider of fracture
diagnostic services, provides fracture mapping services, sells the most widely
used fracture simulation model in the world, FracProPT(R) and is a leader in
providing fracture design services to oil and gas companies worldwide.
Pinnacle's revenues for 2001 were $9.4 million.
    Under the terms of the merger agreement CARBO Ceramics will issue 324,226
shares of its common stock and pay $12.4 million in cash in exchange for all
of the outstanding shares of Pinnacle.  CARBO Ceramics will also assume
approximately 78,000 Pinnacle employee stock options, each of which will
become an option to purchase two shares of CARBO Ceramics' common stock.
Christopher Wright will remain the President of Pinnacle and will become a
Vice President of CARBO Ceramics.
    The Boards of Directors of both companies approved the transaction in
separate meetings held yesterday.  Completion of the transaction is not
subject to receipt of any regulatory approvals or clearances and Pinnacle
shareholders owning approximately 80% of Pinnacle's common stock have agreed
to approve the merger.  No approval by CARBO Ceramics' shareholders will be
required and the parties expect to complete the merger before the end of the
second quarter of 2002.
    Mark Pearson, President and Chief Executive Officer of CARBO Ceramics,
commented, "The more that producers of oil and gas understand about the
process of hydraulic fracturing, the more willing they are to make the
necessary investment in high-quality, high-conductivity ceramic proppants in
order to maximize hydrocarbon recovery.  The services provided by Pinnacle
clearly demonstrate the complexity of hydraulic fracturing and the need to
maximize the effectiveness of this important step in the development of oil
and gas reservoirs.  The combination of Pinnacle's world-class services and
CARBO Ceramics' industry leading products will expand our ability to provide
production-enhancing solutions to E&P companies worldwide.  We expect the
transaction to be modestly accretive to earnings in 2002 and to provide a
catalyst for accelerating the growth in our ceramic proppant sales in the
future."
    The company has scheduled a conference call to discuss the acquisition.
The call will begin at 1:00 p.m. Central Time today.  To participate in the
call, dial (719) 457-2684 and refer to confirmation code 587494.
    The call can also be accessed live or on a delayed basis via the company's
Web site, http://www.carboceramics.com.  Additional information on Pinnacle
Technologies, Inc. is available on their Web site, http://www.pinntech.com.

    CARBO Ceramics Inc. is based in Irving, Texas.

    This news release may contain forward-looking statements that involve
risks and uncertainties including price volatility, operation and other risks
and other factors described in the Company's publicly available SEC reports,
which could cause actual results to differ materially from those indicated in
the forward-looking statements.








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