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): August 17, 2004

                           Commission File No. 1-8726

                                    RPC, INC.
             (exact name of registrant as specified in its charter)

          Delaware                                              58-1550825
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                 2170 Piedmont Road, NE, Atlanta, Georgia 30324
               (Address of principal executive offices) (zip code)

                                 (404) 321-2140
               Registrant's telephone number, including area code




Item 4. Changes in Registrant's Certifying Accountant

On August 17,  2004,  RPC,  Inc.  ("the  Company")  dismissed  Ernst & Young LLP
("Ernst & Young") as its independent  registered public accounting firm. Also on
August 17, 2004, the Company appointed Grant Thornton LLP ("Grant  Thornton") as
its new independent  registered public accounting firm. The decisions to dismiss
Ernst & Young and to appoint  Grant  Thornton  were  authorized by the Company's
Audit Committee.

For the fiscal years ended  December  31, 2002 and  December  31, 2003,  Ernst &
Young's  report on the  financial  statements  of the Company did not contain an
adverse opinion or a disclaimer of opinion,  nor was it qualified or modified as
to uncertainty,  audit scope, or accounting principles.  During the fiscal years
ended December 31, 2002 and December 31, 2003 and the subsequent  interim period
through August 17, 2004, the Company had no disagreements  with Ernst & Young on
any matter of accounting principles or practice, financial statement disclosure,
or auditing scope or procedure,  which,  if not resolved to the  satisfaction of
Ernst & Young,  would have caused it to make  reference to the subject matter of
such disagreements in connection with its reports.

During the Company's  fiscal years ended  December 31, 2002 and 2003, and in the
subsequent  interim period  through  August 17, 2004,  there were no "reportable
events" as defined in Regulation S-K Item 304(a)(1)(v).

The Company has provided Ernst & Young with a copy of the above  disclosures and
has  requested  that Ernst & Young  review  these  disclosures  and  furnish the
Company with a letter  addressed to the  Securities  and Exchange  Commission as
specified by Item 304(a)(3) of Regulation S-K. A copy of this letter is included
as Exhibit 16.1 to this filing.

During the  Company's  fiscal years ended  December  31, 2002 and 2003,  and the
subsequent  interim  period  through  August 17,  2004,  neither the Company nor
someone acting on the Company's  behalf  consulted Grant Thornton  regarding (i)
the  application  of accounting  principles to a specified  transaction,  either
completed or proposed,  (ii) the type of audit opinion that might be rendered on
the  Company's  financial  statements,  or (iii) any matter  that was either the
subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(iv)),  or
a "reportable event" as defined in Regulation S-K Item 304(a)(1)(v).

Item 7. Financial Statements and Exhibits

      (c) Exhibits.

            Exhibit 16.1 - Letter from Ernst & Young LLP to the  Securities  and
            Exchange  Commission,  dated  August 20, 2004,  regarding  change in
            certifying accountant.

                                   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.

                                           RPC, Inc.

Date: August 20, 2004                      /s/ BEN M. PALMER
                                           -------------------------------------
                                           Ben M. Palmer
                                           Vice President,
                                           Chief Financial Officer and Treasurer

EX-16.1

     [ERNST & YOUNG LLP LETTERHEAD]                                 EXHIBIT 16.1

August 20, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K dated August 20, 2004, of RPC, Inc. and are in
agreement with the statements contained in the second, third, and fourth
paragraphs. We have no basis to agree or disagree with other statements of the
registrant contained therein.

/s/ Ernst & Young LLP