UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 03 )*

Carbo Ceramics Incorporated(Name of Issuer)

Common Stock(Title of Class of Securities)

140781105 (CUSIP Number)

December 31, 2004(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[	X	]  Rule 13d-1(b)
[		]  Rule 13d-1(c)
[		]  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G
CUSIP No. 140781105
	1.	Names of Reporting Persons. Kayne Anderson Rudnick Investment Management, LLC I.R.S. Identification Nos. of above persons (entities only). 95-4575414
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  [    ]       (b)  [    ]
	3.	SEC USE ONLY
	4.	Citizenship or Place of Organization Is a California Limited Liability Company
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 912,376
		6.	Shared Voting Power
		7.	Sole Dispositive Power 912,376
		8.	Shared Dispositive Power
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 912,376
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]
	11.	Percent of Class Represented by Amount in Row (9) 5.71%
	12.	Type of Reporting Person IA
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Item 1.
	(a)	Name of Issuer          Carbo Ceramics Incorporated
	(b)	Address of Issuer's Principal Executive Offices 6565 MacArthur Blvd., Suite 1050 Irving, TX 75039
Item 2.
	(a)	Name of Person Filing Kayne Anderson Rudnick Investment Management, LLC
	(b)	Address of Principal Business Office or, if none, Residence 1800 Avenue of the Stars, Second Floor Los Angeles, CA 90067
	(c)	Citizenship is a California limited liability company
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 140781105
Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[    ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[    ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[    ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[    ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ X ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[    ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[    ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[    ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[    ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[    ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.		Ownership.
	(a)	Amount beneficially owned:          912,376
	(b)	Percent of class:          5.71%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote          912,376
		(ii)	Shared power to vote or to direct the vote
		(iii)	Sole power to dispose or to direct the disposition of          912,376
		(iv)	Shared power to dispose or to direct the disposition of

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].
Instruction: Dissolution of a group requires a response to this item.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable
Item 8.	Identification and Classification of Members of the Group
Not applicable
Item 9.	Notice of Dissolution of Group
Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:   February 7, 2005
	By:	/s/ Ralph Walter      Ralph Walter
	Title:		Managing Committee Member, COO

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