UNITED STATES
                             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): January 31, 2005

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


          Delaware                        1-8726                 58-1550825
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
      of Incorporation)                                      Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement

On January 25, 2005, Mr. Bill J. Dismuke was named to the Board of Directors of
the Registrant and will be compensated on the same basis as the other directors.
See item 5.02 below, which is hereby incorporated by reference.

Item 5.02. Departure of Director or Principal Officers; Election of Directors;
Appointment of Principal Officers.

Election of Director

On January 25, 2005, the Board of Directors of the registrant approved adding
Bill J. Dismuke as a Class III Director effective January 25, 2005, subject to
his acceptance.

Mr. Dismuke, 68, is the retired President of Edwards Baking Company. Mr. Dismuke
serves as a director of Rollins, Inc., a position he has held since 1984, and
was recently appointed as a director of Marine Products Corporation. Mr. Dismuke
has not been appointed to any committee of the Board of Directors.

Item 9.01 Financial Statements and Exhibits.

      (c)   Exhibits.

Exhibit 99 - Press release dated January 31, 2005.



Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc.
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                                    RPC, Inc.

Date: January 31, 2005                              /s/ BEN M. PALMER
                                                    Ben M. Palmer
                                                    Vice President,
                                                    Chief Financial Officer and