UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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Core Laboratories N.V.

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CORE LABORATORIES N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 28, 2008

Dear Shareholder:

     You are cordially invited to attend our 2008 annual meeting of shareholders which will be held at the law offices of Nauta Dutilh N.V., Strawinskylaan 1999, 1077 XV, Amsterdam, The Netherlands, on Wednesday, May 28, 2008 at 10:30 a.m., local time, for the following purposes:

	1.		To elect three Class I Supervisory Directors to serve until our annual meeting in 2011 and until their successors shall have been duly elected and qualified;
	2.		To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2007;
	3.		To approve and resolve the cancellation of our repurchased shares up to the date of our annual meeting;
	4.		To approve and resolve the cancellation of 5% of our issued share capital, if purchased from time to time during the 18-month period from the date of the annual meeting until November 28, 2009;
	5.		To approve and resolve the extension of the authority to repurchase up to 10% of our issued share capital until November 28, 2009;
	6.		To approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to our common and preference shares until May 28, 2013;
	7.		To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference shares until May 28, 2013;
	8.		To ratify the appointment of PricewaterhouseCoopers as our Company’s independent public accountants for the year ended December 31, 2008; and
	9.		To transact such other business as may properly come before the annual meeting or any adjournment thereof.

     Each of the matters 2 through 7 being presented at the annual meeting has been presented to and approved by our shareholders at our prior annual meetings. In large measure, these matters are presented to our shareholders each year as a result of our being organized under the laws of The Netherlands. Copies of the Dutch statutory annual accounts, the report of the Management Board and the list of nominees for the Supervisory Board will be available for inspection at our offices in The Netherlands, located at Herengracht 424, 1017 BZ Amsterdam, Attention: Mr. Jacobus Schouten, by registered shareholders and other persons entitled to attend our shareholder meetings. Such copies will be available for inspection from the date of this notice until the close of our annual meeting.

     It is important that your shares be represented at the annual meeting regardless of whether you plan to attend. Therefore, please mark, sign, date and return the accompanying proxy card promptly. If you are present at the annual meeting and wish to do so, you may revoke your proxy and vote in person.

By Order of the Board of Supervisory Directors,

Jacobus Schouten
Supervisory Director

April 17, 2008
Amsterdam, The Netherlands

TABLE OF CONTENTS

		Page
ABOUT THE 2008 ANNUAL MEETING OF SHAREHOLDERS			1
OWNERSHIP OF SECURITIES			3
Security Ownership by Certain Beneficial Owners and Management			3
Section 16(a) Beneficial Ownership Reporting Compliance			4
Equity Compensation Plan Information			4
SHAREHOLDER RETURN PERFORMANCE PRESENTATION			5
INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION			6
Board of Supervisory Directors			6
Non-Employee Director Compensation			8
CORPORATE GOVERNANCE			10
Board Structure			10
Supervisory Director Independence			10
Supervisory Board Meetings			10
Committees of the Supervisory Board			10
Qualifications of Supervisory Directors			11
Supervisory Director Nomination Process			11
Related Person Transactions			12
Compensation Committee Interlocks and Insider Participation			12
Communications with Directors; Website Access to Our Corporate Documents			13
Dutch Corporate Governance Code			13
COMPENSATION DISCUSSION AND ANALYSIS			14
Overview			14
Role of Consultant			14
Role of our Executive Officers in Establishing Compensation			14
Compensation Philosophy			14
Benchmarking			15
Selecting the Peer Group			15
Elements of Compensation			16
Executive Compensation Policies			20
Employment Agreements and Change in Control Agreements			20
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION			21
Executive Officers			21
Summary Compensation			22
All Other Compensation from Summary Compensation Table			23
Grants of Plan-Based Awards			23
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			24
Outstanding Equity Awards at Fiscal Year End			25
Option Exercises and Stock Vested			25
Pension Benefit Plans			26
Nonqualified Deferred Compensation			27
Potential Payments Upon Termination or Change in Control			28
REPORT OF THE COMPENSATION COMMITTEE			33
REPORT OF THE AUDIT COMMITTEE			34
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
Audit Fee Summary			36

		Page
MATTERS TO BE VOTED ON			37
Item 1. Election of Supervisory Directors			37
Item 2. Confirmation and Adoption of Annual Accounts			37
Item 3. Cancellation of Our Repurchased Shares Up to the Date of Our Annual Meeting			38
Item 4. Cancellation of Additional Repurchased Shares			38
Item 5. Extension of Authority to Repurchase Shares Until November 28, 2009			39
Item 6. Extension of Authority to Issue Shares of Core Laboratories N.V. Until May 28, 2013			39
Item 7. Extension of Authority of Supervisory Board to Limit or Eliminate Preemptive Rights Until May 28, 2013			40
Item 8. Ratification of Appointment of PricewaterhouseCoopers as Our Independent Registered Public Accounting Firm for 2008			41
Item 9. Other Matters to Be Voted On			41
OTHER PROXY MATTERS			42
Information About Our 2009 Annual Meeting			42
Incorporation by Reference			42
Other Information			42

CORE LABORATORIES N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

PROXY STATEMENT

ABOUT THE 2008 ANNUAL MEETING OF SHAREHOLDERS

WHY HAVE I RECEIVED THESE MATERIALS?

     This proxy statement and the accompanying proxy card are first being made available to you on the Internet on April 17, 2008 or, upon your request, mailed to you on or about April 28, 2008 and are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Supervisory Directors of Core Laboratories N.V. (“Core” or the “Company”) for use at our 2008 annual meeting of shareholders to be held at the law offices of Nauta Dutilh N.V., Strawinskylaan 1999, 1077 XV, Amsterdam, The Netherlands, on Wednesday, May 28, 2008 at 10:30 a.m., local time for the purpose of voting on the proposals described in this proxy statement.

WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS THIS YEAR INSTEAD OF A FULL SET OF PROXY MATERIALS?

     As permitted by rules recently adopted by the Securities and Exchange Commission, we are making this proxy statement and our annual report available on the Internet. On or before April 17, 2008, we mailed a notice to shareholders containing instructions on how to access the proxy statement and annual report and vote online. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

     Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

WHAT AM I VOTING ON?

     You will be voting on the following:

•

To elect three Class I Supervisory Directors to serve until our annual meeting in 2011 and until their successors shall have been duly elected and qualified;

•

To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2007;

•

To approve and resolve the cancellation of our repurchased shares up to the date of our annual meeting;

•

To approve and resolve the cancellation of 5% of our issued share capital, if purchased from time to time during the 18-month period from the date of the annual meeting until November 28, 2009;

•

To approve and resolve the extension of the authority to repurchase up to 10% of our issued share capital until November 28, 2009;

•

To approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to our common and preference shares until May 28, 2013;

•

To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference share until May 28, 2013;

•

To ratify the appointment of PricewaterhouseCoopers as our Company’s independent public accountants for the year ended December 31, 2008; and

•

To transact such other business as may properly come before the annual meeting or any adjournment thereof.

WHO IS ENTITLED TO VOTE?

     If you hold common shares at the close of business on April 3, 2008, the record date for the determination of shareholders, you are entitled to notice of and to vote at our annual meeting. On April 3, 2008, there were 22,984,280 common shares outstanding (other than shares held by the Company), each of which is entitled to one vote. Our common shares are the only class of our capital stock outstanding and entitled to notice of and to vote at the annual meeting.

HOW DO I VOTE BEFORE THE MEETING?

     If you are a registered shareholder, meaning that you hold your shares in certificate form or through an account with our transfer agent, American Stock Transfer and Trust Company, you can vote by mail, by completing, signing and returning the accompanying proxy card.

     If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Please follow the directions that your bank or broker provides.

MAY I VOTE AT THE MEETING?

     You may vote your shares at the meeting if you attend in person. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy.

CAN I CHANGE MY MIND AFTER I VOTE?

     You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may revoke your proxy (1) by giving written notice to Mark F. Elvig, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040, at any time before the proxy is voted, (2) by submitting a properly signed proxy card with a later date, or (3) by voting in person at the annual meeting.

WHAT IF I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS?

     Proxies that are signed and returned but do not contain instructions will be voted “FOR” all proposals and in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

WHAT VOTE IS REQUIRED?

     Under Dutch law, there is no specific quorum requirement for our annual meeting and, except as described below, the affirmative vote of a majority of votes cast is required to approve each of the proposals. In addition, Dutch law and our articles of association provide that, common shares abstaining from voting, directions to withhold authority to vote for a Supervisory Director nominee and broker non-votes will count as shares present at the annual meeting but will not count for the purpose of determining the number of votes cast. A “broker non-vote” occurs if you do not provide the record holder of your shares (usually a bank, broker, or other nominee) with voting instructions on a matter and the holder is not permitted to vote on the matter without instructions from you under applicable rules of the New York Stock Exchange, or “NYSE.”

WHO WILL BEAR THE EXPENSE OF SOLICITING PROXIES?

     We will bear the cost of preparing and mailing proxy materials as well as the cost of soliciting proxies and will reimburse banks, brokerage firms, custodians, nominees and fiduciaries for their expenses in sending proxy materials to the beneficial owners of our common shares. The solicitation of proxies by the Supervisory Board will be conducted by mail. In addition, certain members of the Supervisory Board, as well as our officers and regular employees may solicit proxies in person, by facsimile, by telephone or by other means of electronic communication. We have retained Georgeson Shareholder Communications to assist in the solicitation of proxies for a fee of $10,000 plus out-of-pocket expenses. In addition to solicitation of proxies, Georgeson may provide advisory services as requested pertaining to the solicitation of proxies.

OWNERSHIP OF SECURITIES

Security Ownership by Certain Beneficial Owners and Management

     The table below sets forth certain information, as of April 3, 2008, with respect to the common shares beneficially owned by:

•		each person known to us to own beneficially 5% or more of our outstanding common shares;
•		each Supervisory Director;
•		each nominee for election as Supervisory Director;
•		each of our executive officers; and
•		all Supervisory Directors and executive officers as a group.

		Number of				Percentage of
		Common Shares				Common Shares
Name of Beneficial Owner (1)		Beneficially Owned				Outstanding (2)
Clearbridge Advisors, LLC (3)			3,268,861				14.2	%
Capital World Investors(4)			1,197,700				5.2	%
David M. Demshur			525,246				2.3	%
Richard L. Bergmark			202,642				*
Monty L. Davis			174,940				*
Mark F. Elvig			398				*
Joseph R. Perna			52,900				*
D. John Ogren			50,000				*
Rene R. Joyce			28,000				*
Alexander Vriesendorp			943				*
Michael C. Kearney			6,016				*
Jacobus Schouten			—				—
All Supervisory Directors and executive officers as a group			1,038,179				4.5	%

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Supervisory Directors, executive officers and persons who own more than 10% of our common shares to file initial reports of ownership and reports of changes in ownership (Forms 3, 4 and 5) of our common shares with the Securities and Exchange Commission (“SEC”) and the NYSE. Supervisory Directors, executive officers and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all such forms that they file.

     To our knowledge, based solely upon our review of the Section 16(a) filings that have been received by us, we believe that during the fiscal year ending December 31, 2007, our Supervisory Directors, executive officers and 10% shareholders complied with all applicable Section 16(a) filing requirements.

Equity Compensation Plan Information

     We have two main incentive plans, our 1995 Long-Term Incentive Plan, which we refer to as our LTIP, and our Director Plan, both of which have been approved by our shareholders. The table below provides information regarding our equity compensation plans as of December 31, 2007.

Number of Common

Number of Common

Shares to be Issued Upon

Weighted Average

Shares Remaining

Exercise of Outstanding

Exercise Price of

Available for Future

Options, Warrants and

Outstanding Options,

Issuance Under Equity

Rights

Warrants and Rights

Compensation Plans

Equity compensation plans approved by our shareholders

592,824

$

11.25

884,004

Equity compensation plans not approved by our shareholders (1)

—

—

—

Total

592,824

$

11.25

884,004

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

     The following performance graph compares the performance of our common shares to the Standard & Poor’s 500 Index and the Standard & Poor’s Oil & Gas Equipment and Services Index (which has been selected as our peer group) for the period beginning December 31, 2002 and ending December 31, 2007. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2002 and that all dividends were reinvested.

Comparison of Yearly Cumulative Returns Among Core Laboratories N.V.,
Peer Group and the S&P 500 Index

     There can be no assurance that our common share performance will continue into the future with the same or similar trends depicted in the graph above. We will not make or endorse any predictions as to future performance of our common shares.

INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION

Board of Supervisory Directors

     Set forth below as of April 3, 2008 are the names, ages and biographical information for our Supervisory Directors, including individuals who have been nominated for reelection as a Supervisory Director. You may vote for any of the nominees, for all nominees, or for none of the nominees.

Nominees for Class I Supervisory Directors (Term to Expire 2011)

David M. Demshur, 52		Mr. Demshur joined our Company in 1979 and presently serves as our President and Chief Executive Officer and as Chairman of our Supervisory Board. Since joining our Company, Mr. Demshur has held various operating positions, including Manager of Geological Sciences from 1983 to 1987, Vice President of Europe, Africa and the Middle East from 1989 to 1991, Senior Vice President of Petroleum Services from 1991 to 1994 and Chief Executive Officer and President from 1994 to the present time. Mr. Demshur is a member of the Society of Petroleum Engineers, the American Association of Petroleum Geologists, Petroleum Exploration Society of Great Britain and the Society of Core Analysts Section of the Society of Professional Well Loggers Association. Mr. Demshur has served as a Supervisory Director since our initial public offering in 1995 and as Chairman of our Supervisory Board since May 2001.
Rene R. Joyce, 60		Mr. Joyce serves as the chief executive officer of Targa Resources, Inc. and as a member of its board of directors since April 2004. Mr. Joyce has also served as a member of the board of directors of the general partner of Targa Resource Partners LP since February 2007. Mr. Joyce served as an independent consultant in the energy industry from 2000 through April 2004. Mr. Joyce served as president of Energy Services of Coral Energy, LLC from its acquisition by Shell Oil Company in 1998 until the end of 1999. From 1990 until 1998, Mr. Joyce served as president of the operating companies of Tejas Gas Corporation, Coral’s predecessor and a listed company on the NYSE. Mr. Joyce is a member of the Louisiana State Bar Association. Mr. Joyce has served as a Supervisory Director since 2000.
Michael C. Kearney, 59		Mr. Kearney has served as the chief financial officer of Deepflex Inc., a Texas-based oilfield service company, since January 2008. He served as executive vice president and chief financial officer of Tesco Corporation, a Canadian based oil-service company from October 2004 to January 2007. From 1998 until 2004, Mr. Kearney served as the chief financial officer and vice president – administration of Hydril Company, a manufacturer of products for petroleum drilling and production. Mr. Kearney has served as a Supervisory Director since 2004.
Continuing Class II Supervisory Directors (Term To Expire 2010)
D. John Ogren, 64		Mr. Ogren served as the president of Production Operators, Inc. from 1994 until 1999. Production Operators was listed on the Nasdaq Stock Market prior to its acquisition by Camco International in 1997 and Schlumberger’s acquisition of Camco International in 1998. From 1989 until 1991, Mr. Ogren served as senior vice president of Conoco Inc. and from 1992 until 1994, as senior vice president of E.I. duPont. Mr. Ogren is currently the non-executive chairman of WellDynamics, a Halliburton/Shell joint venture company, and a director of John Wood Group PLC. He is a member of the Society of Petroleum Engineers. Mr. Ogren has served as a Supervisory Director since 2000.

Joseph R. Perna, 64		Mr. Perna joined our Company as General Manager in 1985. In 1991, he was promoted to Senior Vice President, with responsibility for certain laboratory services operations and the Technology Products Division, a position he held until his retirement on March 31, 1998. Mr. Perna has served as a Supervisory Director since our initial public offering in 1995.
Jacobus Schouten, 53		Mr. Schouten serves on the board of directors of various privately-held European companies. He has been a managing director of International Mezzanine Capital B.V., a private equity fund, since 1990. Mr. Schouten has served as a Supervisory Director since our initial public offering in 1995.
Continuing Class III Supervisory Directors (Term to Expire 2009)
Richard L. Bergmark, 54		Mr. Bergmark joined Western Atlas International, Inc. as Treasurer in 1987. From 1987 to 1994, our Company was operated as a division of Western Atlas. In 1991, Mr. Bergmark became the Area Manager for Finance and Administration for Europe, Africa and the Middle East operations of Western Geophysical, a division of Western Atlas. From our separation with Western Atlas in 1994 until 1999, he served as our Chief Financial Officer and Treasurer and in 1999 he was appointed Executive Vice President. Mr. Bergmark presently serves as our Executive Vice President, Chief Financial Officer and Treasurer and as a Supervisory Director. Mr. Bergmark has served as a Supervisory Director since our initial public offering in 1995.
Alexander Vriesendorp, 55		Mr. Vriesendorp has been a partner since 1996 of Shamrock Partners B.V. which serves as the manager for the Vreedenlust venture capital funds. From 1998 until 2001, Mr. Vriesendorp served as chief executive officer of RMI Holland B.V., a valve manufacturer, in The Netherlands. From 1991 until 1995, he served as chief executive officer of the Nienhuis Group, a manufacturer and distributor of Montessori materials in The Netherlands. Mr. Vriesendorp serves on the supervisory boards of various privately-held European companies. Mr. Vriesendorp has served as a Supervisory Director since 2000.

 

Executive Compensation Policies

     Share Retention Guidelines. We suggest that each executive and senior manager own our common shares equal in value to at least one times that person’s annual base salary. Alignment with shareholder interests is reflected in current stock ownership among the named executive officers, the value of which ranges from approximately 48 to 120 times annual base salary based on the closing price of our common stock on December 31, 2007, as reflected in the beneficial ownership table provided in “Ownership of Securities — Securities Ownership by Certain Beneficial Owners and Management.” They reflect a significant personal investment in us by the same executives responsible for determining the future success of the organization and the return to shareholders.

     Securities Trading Policy. We prohibit officers and certain other managers from trading our securities on the basis of material, non-public information or “tipping” others who may so trade on such information and from trading in our securities without obtaining prior approval from our General Counsel. If the manager does not have inside information that is material to the business, the officer or manager may trade immediately following quarterly earnings press releases during an Allowed Trading Window. Any exceptions must be requested in writing and signed by one of the following persons: Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or General Counsel. Any derivative transaction which effectively shifts the economic risk of ownership to a third party is not allowed at any time by these officers and certain other managers unless approved by the Compensation Committee.

     Deductibility of Compensation over $1 million. Section 162(m) of the Internal Revenue Code imposes a limit of $1 million, unless compensation is performance based or another exception applies, on the amount that a publicly held corporation may deduct in any year for the compensation paid or accrued with respect to its chief executive officer and each of its four other most highly compensated executive officers. Although we have not yet finalized our 2007 tax return, we expect that this limit may apply to certain deductions in the 2007 tax return.

Employment Agreements and Change in Control Agreements

     We maintain employment agreements with our four executive officers to ensure they will perform their roles for an extended period of time. These agreements are described in more detail elsewhere in this proxy statement. Please read “Information About Our Executive Officers and Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements.” These agreements provide for severance compensation to be paid if the employment of the executives is terminated under certain conditions, such as following a change in control, termination by him for any reason or termination by us for any reason other than upon his death or disability, for “cause” or upon a material breach of a material provision of his employment agreement, each as defined in the agreements.

     The employment agreements between us and our named executive officers and the related severance provisions are designed to meet the following objectives:

     Change in Control. As part of our normal course of business, we engage in discussions with other companies about possible collaborations and/or other ways in which the companies may work together to further our respective long-term objectives. In addition, many larger, established companies consider companies at similar stages of development to ours as potential acquisition targets. In certain scenarios, the potential for merger or being acquired may be in the best interests of our shareholders. We provide severance compensation if an executive’s employment is terminated following a change in control transaction to promote the ability of our senior executives to act in the best interests of our stockholders even though their employment could be terminated as a result of the transaction.

     Termination without Cause. If we terminate the employment of an executive officer without cause as defined in the applicable agreement, we are obligated to continue to pay him certain amounts as described in greater detail in “Potential Payments Upon Termination or Change in Control.” We believe these payments are appropriate because the terminated executive is bound by confidentiality, nonsolicitation and non-compete provisions covering two years after termination and because we and the executive have a mutually agreed to severance package that is in place prior to any termination event. This provides us with more flexibility to make a change in senior management if such a change is in our and our shareholders’ best interests.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

Executive Officers

     As of December 31, 2007, our executive officers consisted of David M. Demshur, Monty L. Davis, Richard L. Bergmark, and John D. Denson. Effective March 31, 2008, Mr. Denson resigned from his position as our Vice President, General Counsel and Secretary, and Mark F. Elvig was appointed our Vice President, General Counsel and Secretary. Biographical information regarding Messrs. Demshur and Bergmark can be found in “Information About Our Supervisory Directors and Director Compensation — Board of Supervising Directors.” The following biographies describe the business experience of Messrs. Davis, Denson and Elvig. Our executive officers are not Managing Directors of our Company for purposes of Dutch law.

     Monty L. Davis, who is 53 years of age, joined Western Atlas International in 1977, holding various management positions including Atlas Wireline Division Financial Controller for Europe, Africa and the Middle East from 1983 to 1987, Core Laboratories Division Vice President of Finance from 1987 to 1991, and Atlas Wireline Division vice president of finance and administration from 1991 to 1993. In 1993, Mr. Davis left Western Atlas International and joined Bovar Inc. of Calgary, Canada, an environmental waste disposal company, as chief financial officer. From 1994 to 1995 he served as chief operating officer and from 1995 to 1998 he served as president and chief executive officer of Bovar Inc. Mr. Davis rejoined our Company as Senior Vice President in 1998, and in 1999 was promoted to Chief Operating Officer, the position he currently holds.

     John D. Denson, who is 50 years of age, joined our Company in 1992 and served as our Vice President, General Counsel and Secretary from 1994 to March 31, 2008. Mr. Denson is a member of the State Bar of Texas.

     Mark F. Elvig, who is 49 years of age, joined our Company in November 2006 as Vice General Counsel and Assistant Secretary. From 2001 to November 2006, Mr. Elvig was a partner at the law firm of Adams & Reese LLP. Effective March 31, 2008, upon Mr. Denson’s resignation, Mr. Elvig has been appointed to serve as Vice President, Secretary and General Counsel. Mr. Elvig has been a member of the State Bar of Texas since 1984 and of the State Bar of Kansas since 1992.

Summary Compensation

     The following table summarizes, with respect to our Chief Executive Officer and each of our other named executive officers as of December 31, 2008, information relating to the compensation earned for services rendered in all capacities during fiscal years 2006 and 2007.

Summary Compensation for the Years Ended December 31, 2006 and 2007

																		Change in
																		Pension Value
																		and Nonqualified
														Non-Equity				Deferred
										Stock				Incentive Plan				Compensation				All Other
Name and Principal						Salary				Awards				Compensation				Earnings				Compensation				Total
Position		Year				($)				($)(1)				($)				($)				($)(4)				($)
David M. Demshur			2007				625,000				449,041				—	(2)			352,000	(3)			9,164				1,435,205
President and Chief			2006				504,569				1,088,559				766,200	(2)			(3	)			8,953				2,368,281
Executive Officer
Richard L. Bergmark			2007				380,000				420,728				—	(2)			354,000	(3)			9,183				1,163,911
Executive Vice			2006				324,569				799,096				330,800	(2)			(3	)			8,944				1,463,409
President, Chief Financial Officer and Treasurer
Monty L. Davis			2007				370,000				320,728				—	(2)			214,000	(3)			9,177				913,905
Chief Operating			2006				314,569				559,097				320,800	(2)			(3	)			8,940				1,203,406
Officer and Senior Vice President
John D. Denson (5)			2007				312,000				237,047				175,500	(2)			208,000	(3)			9,160				941,707
Former Vice President, General Counsel and Secretary			2006				264,569				363,581				203,100	(2)			(3	)			8,933				813,333

All Other Compensation from Summary Compensation Table

     The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation table above.

										Company-
						Core 401(k)				Owned Life
						Contributions				Insurance(1)				Total
Name		Year				($)				($)				($)
David M. Demshur			2007				9,000				164				9,164
			2006				8,800				153				8,953
Richard L. Bergmark			2007				9,000				183				9,183
			2006				8,800				144				8,944
Monty L. Davis			2007				9,000				177				9,177
			2006				8,800				140				8,940
John D. Denson			2007				9,000				160				9,160
			2006				8,800				133				8,933

Grants of Plan-Based Awards

     The following table provides information concerning each grant of an award made to our Chief Executive Officer and each of our other executive officers in the last completed fiscal year under any plan, including awards that have been transferred.

Grants of Plan-Based Awards for the Year Ended December 31, 2007

																										Grant
																						All Other				Date Fair
																						Stock Awards:				Value of
										Estimated Future Payouts Under												Number of				Stock and
										Non-Equity Incentive Plan Awards												Shares of Stock				Option
						Approval				Threshold				Target				Maximum				or Units				Awards
Name		Grant Date				Date(1)				($)				($)				($)				(#)				($)
David M. Demshur			—				—				0				492,000				984,000				—				—
Richard L. Bergmark			03/01/2007				03/01/2007				0				200,000				400,000				6,600				518,496
Monty L. Davis			03/01/2007				03/01/2007				0				195,000				390,000				6,600				518,496
John D. Denson			03/01/2007				03/01/2007				0				123,000				246,000				4,800				377,088

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

     The following is a discussion of material factors necessary to an understanding of the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table.

     Employment Agreements.

     David M. Demshur. Mr. Demshur serves as our President and Chief Executive Officer pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Unless either party gives notice to terminate the agreement, the agreement will automatically renew each year on the anniversary of the effective date for a successive three-year term. Mr. Demshur’s employment agreement entitles him to an original base salary of $420,000, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 150% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provides that Mr. Demshur is entitled to participate in all of our benefit plans and programs that are available to our other executive employees.

     Richard L. Bergmark. Mr. Bergmark serves as our Chief Financial Officer and Treasurer pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Unless either party gives notice to terminate the agreement, the agreement will automatically renew each year on the anniversary of the effective date for a successive three-year term. Mr. Bergmark’s employment agreement entitles him to an original base salary of $236,250, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 100% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provides that Mr. Bergmark is entitled to participate in all of our benefit plans and programs that are available to our other executive employees.

     Monty L. Davis. Mr. Davis serves as our Chief Operating Officer pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Unless either party gives notice to terminate the agreement, the agreement will automatically renew each year on the anniversary of the effective date for a successive three-year term. Mr. Davis’ employment agreement entitles him to an original base salary of $231,000, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 100% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provides that Mr. Davis is entitled to participate in all of our benefit plans and programs that are available to our other executive employees.

     John D. Denson. Mr. Denson served as our General Counsel, Vice President and Secretary pursuant to an employment agreement entered into on August 1, 1998, as amended and restated as of December 31, 2007. Mr. Denson’s employment agreement entitled him to an original base salary of $199,500, subject to increase at the discretion of the Compensation Committee, and the opportunity to earn a yearly bonus of up to 75% of his then current annual base salary dependent upon his reaching certain performance objectives established by the Compensation Committee and described above under “Compensation Discussion and Analysis — Non-Equity Incentive Compensation.” The employment agreement provided that Mr. Denson is entitled to participate in all of our benefit plans and programs that are available to our other executive employees. Under the terms of this employment agreement and subject to compliance with Section 409A of the Internal Revenue Code, Mr. Denson received cash compensation equal to $877,400 as part of his severance with the Company.

     Restricted Share Award Program. On March 1, 2007, the subcommittee granted approximately 70,300 restricted shares to key employees under the RSAP program. On May 15, 2006, the subcommittee granted approximately 218,000 restricted shares to key employees under the RSAP program. Subject to continued employment with us, these shares vest in the amount of 1/6th of each grant on each of the six annual anniversaries of the date of grant. Full vesting will occur, however, if an employee’s employment with us is terminated by reason of death or disability or if an employee continues in our employment until the date upon which a change in control occurs.

     Executive Restricted Share Matching Program. In order to vest in the Restricted Gross-up Shares, a participant generally must have remained in our employment until June 1, 2007 and maintain continuous ownership

until such date of (a) the equivalent number of shares the participant initially purchased in order to receive the original restricted matching share award plus (b) a number of the shares received in the restricted matching share award (which number of shares is generally equal to all of the shares included in the restricted matching share award less a percentage of such shares surrendered by the participant to pay applicable taxes upon their vesting). At June 1, 2007 all of the Restricted Gross-up Shares vested pursuant to the terms of the Executive Restricted Share Matching Program.

     Performance Share Award Program. Under the PSAP, our executive officers were awarded rights to receive a pre-determined number of common shares if certain performance targets were met, as defined in the applicable agreements for the respective three-year performance period. The PSAP awards reflected in the Summary Compensation and Outstanding Equity Awards table were granted in 2005.

     2005 PSAP Awards. We granted 90,000 performance shares to our executive officers in 2005. These awards vested at the end of a three-year performance period that ended on December 31, 2007. Unless there was a change in control, none of these shares would have been issued if our return on equity was less than 20% for the three-year performance period. If our return on equity for the performance period equaled 20%, then 50% of the shares would have been issued, and if our return on equity for the performance period equaled or exceeded 24%, then 100% of the shares would have been issued. If our return on equity for the performance period was greater than 20% but less than 24%, then the number of shares to be issued would have been interpolated based on the terms of the agreement. Our return on equity for the performance period was greater than 24%, therefore 100% of the shares were issued on February 12, 2008.

     Pension Benefit Plans. For a description of our Supplemental Executive Retirement Plans, please read “—Pension Benefit Plans” below.

Outstanding Equity Awards at Fiscal Year End

     The following table provides information concerning stock that has not vested, and equity incentive plan awards for our Chief Executive Officer and each of our other executive officers as of the end of our last completed fiscal year. None of our executive officers held unexercised options as of the end of our last completed fiscal year.

Outstanding Equity Awards at December 31, 2007

														Equity Incentive Plan
										Equity Incentive Plan				Awards: Market or
						Market Value of				Awards: Number of				Payout Value of
		Number of Shares or				Shares or Units of				Unearned Shares,				Unearned Shares,
		Units of Stock That				Stock That Have Not				Units or Other Rights				Units or Other Rights
		Have Not Vested				Vested				That Have Not Vested				That Have Not Vested
Name		(#)				($)				(#)				($)
David M. Demshur			—				—				40,000	(2)			4,988,800
Richard L. Bergmark			11,600	(1)			1,446,752				20,000	(2)			2,494,400
Monty L. Davis			11,600	(1)			1,446,752				20,000	(2)			2,494,400
John D. Denson			9,800	(1)(3)			1,222,256				10,000	(2)			1,247,200

Option Exercises and Stock Vested

     The following table provides information concerning each exercise of stock option and each vesting of stock, including restricted stock, restricted stock units and similar instruments during the last completed fiscal year on an aggregated basis with respect to each of our executive officers.

Option Exercises and Stock Vested for the Year Ended December 31, 2007

		Option Awards								Stock Awards
		Number of Shares
		Acquired on				Value Realized on				Number of Shares				Value Realized on
		Exercise				Exercise (1)				Acquired on Vesting				Vesting (2)
Name		(#)				($)				(#)				($)
David M. Demshur			555,000				44,017,050				67,183				5,802,273
Richard L. Bergmark			270,000				21,413,700				49,253				4,345,727
Monty L. Davis			297,000				23,555,070				30,459				2,612,920
John D. Denson			113,080				8,968,375				22,304				1,959,029

Pension Benefit Plans

     The following table provides information on our executive officers’ pension benefit plans as of December 31, 2007, including, with respect to each executive officer, the number of years credited under the applicable plan, the actuarial present value of the accumulated pension benefit and the dollar amount of any payments received during the year ended December 31, 2007.

Pension Benefit Plans as of December 31, 2007

				Number of Years		Present Value of		Payments During
				Credited Service		Accumulated Benefit		2007
Name		Plan Name		(#)		($)		($)
David M. Demshur		Group SERP		N/A		2,248,000		—
Richard L. Bergmark		Group SERP		N/A		2,337,000		—
Monty L. Davis		Individual SERP		25.0		1,369,000		—
John D. Denson		Individual SERP		15.3		1,220,000		—

     Group SERP. In 1998, we adopted the Core Laboratories Supplemental Executive Retirement Plan, which we refer to as the “Group SERP,” for the benefit of certain key employees and outside directors. The Group SERP was subsequently amended in 1999, 2001, 2002, 2003 and 2007. The Group SERP was established to provide additional retirement income to the participants and death benefits to the participants’ designated beneficiaries as a reward for the participants’ contributions to our success and growth. Richard L. Bergmark, David M. Demshur, and Joseph Perna, a former employee and current director, participate in the Group SERP. Each participant is entitled to receive a retirement benefit of $250,000 per year, which begins on the participant’s retirement date (which is the later of the participant’s termination of employment or attaining the age of 65 years) and is paid in annual installments until the participant’s death. If a participant dies on or after his retirement date and prior to receiving 15 annual installments of his retirement benefit, then the participant’s designated beneficiary is entitled to receive $250,000 each year until such payments have been made for an aggregate of 15 years to both the participant and such designated beneficiary. If the participant dies before his retirement date, the designated beneficiary of the deceased participant is entitled to receive $225,000 each year for 15 years. Each participant’s benefit under the Group SERP is fully vested and fully accrued. Each participant has made an irrevocable election to receive a lump sum payment if a change in control occurs. The lump sum amount will be equal to the actuarially equivalent value of the retirement benefits that would have been paid upon the participant’s retirement. Benefits under the Group SERP may be forfeited only in the event of a participant’s termination for cause (defined as the participant’s conviction of a felony or a misdemeanor involving moral turpitude).

     Individual SERPs. In 1999, we adopted the Core Laboratories Supplemental Executive Retirement Plans for Monty L. Davis and John D. Denson, which we refer to as the “Individual SERPs.” The Individual SERPs provide participants an annual retirement benefit, which begins on the participant’s retirement date (which is the later of the participant’s termination of employment or attaining the age of 65 years) and is paid in annual installments until the

participant’s death. The annual retirement benefit is equal to 2% of the participant’s final average pay (defined below) for each year of credited service (not to exceed 25 years of credited service). In the event of a change in control while the executive is employed by us or the involuntary termination of the executive’s employment without cause within six months prior to a change in control, Messrs. Davis and Denson will receive an annual retirement benefit in the amount equal to the greater of the amount determined above or $150,000. If a participant dies on or after his retirement date and prior to receiving 15 annual installments of his retirement benefit, then the participant’s designated beneficiary is entitled to the retirement benefit described above each year until such payments have been made for an aggregate of 15 years to both the participant and his designated beneficiary. In the event that a participant dies before his retirement date, his designated beneficiary will receive an annual retirement benefit in the amount equal to the greater of the amount determined above or $150,000 for 15 years. Additionally, the participants have made an irrevocable election to receive a lump sum payment if a change in control occurs. The lump sum amount would be equal to the actuarially equivalent value of the retirement benefits that would have been paid upon the participant’s retirement. A participant will forfeit his interest in an Individual SERP if he is terminated for cause (defined as the participant’s conviction of a felony or a misdemeanor involving moral turpitude).

     A participant’s “final average pay” for purposes of calculating the annual retirement benefit under an Individual SERP is the average of the participant’s annual base salary for the five consecutive calendar years immediately preceding the calendar year in which occurs the earlier of the participant’s death or termination of employment. In the event a change in control occurs (as defined in the Individual SERP), “final average pay” is the greater of (x) the amount determined above, and (y) the participant’s annual base salary for the five consecutive calendar years immediately preceding the calendar year in which the change in control occurs.

     We have purchased insurance coverage on the lives of Messrs. Demshur, Bergmark, Perna, Davis and Denson to assist us in providing benefits under the Group and Individual SERPs. We are the owner and beneficiary of the insurance coverage for which all of the Group SERP and the Individual SERP premiums are fully paid. Based on actuarial calculations (including a 12% earnings rate assumption), the benefits paid to us under the insurance policies should be sufficient to cover the costs of the Group and Individual SERPs’ benefits for these individuals. However, to the extent the death benefits under the policies are insufficient to cover those costs, we are obligated to pay the remainder out of other general assets to absorb any shortfall.

Nonqualified Deferred Compensation

     The following table provides information relating to our executive officers’ benefits in the nonqualified deferred compensation plans, including, with respect to each executive officer, the aggregate contributions made by such executive officer during the year ended December 31, 2007, the aggregate contributions made by the company during the year ended December 31, 2007, on behalf of the executive officer, the aggregate interest or other earnings accrued during the year ended December 31, 2007, the aggregate value of withdrawals and distributions to the executive officer during the year ended December 31, 2007 and balance of account as of December 31, 2007.

Nonqualified Deferred Compensation for the Year Ended December 31, 2007

																		Aggregate
		Executive				Registrant				Aggregate				Aggregate				Balance
		Contributions				Contributions in				Earnings				Withdrawals/				at December 31,
		in 2007				2007				in 2007				Distributions				2007
Name		($)				($)				($)				($)				($)
David M. Demshur			122,571				46,468				957,015				0				3,050,550
Richard L. Bergmark			8,319				19,446				115,535				0				387,747
Monty L. Davis			39,763				18,632				141,623				0				599,204
John D. Denson			9,982				7,988				57,512				0				229,876

     Since 2006, the employer has made matching contributions on all participant salary reduction deferrals to the plan. The plan also provides for employer contributions equal in amount to certain forfeitures of, and/or reductions in, employer contributions that participants could have received under the 401(k) Plan in the absence of certain limitations imposed by the Code. Distributions of a participant’s plan benefits can only be made under certain prescribed circumstances, such as termination of employment or upon a specified date as elected by the participant. In the event of a termination of employment (other than by death or disability) of a “key employee,” distributions must be delayed for six months. A participant’s plan benefits include the participant’s deferrals, the vested portion of the employer’s contributions, and deemed investment gains and losses on such amounts. In the case of a participant who dies while employed with the employer, an additional $50,000 life insurance benefit will also be paid under the plan to the participant’s beneficiary. The plan may be amended if necessary to comply with the American Jobs Creation Act of 2004 to reflect certain statutorily mandated requirements applicable to the plan, which amendments, if any, are anticipated to occur in 2008. For additional information, see “Elements of Compensation — Deferred Compensation Plan.”

Potential Payments Upon Termination or Change in Control

     We have entered into certain agreements and maintain certain plans that will require us to provide compensation and/or benefits to our named executive officers in the event of a termination of employment or a change in control of the Company. The compensation and benefits described below assume that any termination of employment was effective as of December 31, 2007, and thus includes amounts earned through that date. The tables below provide estimates of the compensation and benefits that would be provided to the executives upon their termination of employment; however, in the event of an executive’s separation from the Company, any actual amounts will be determined based on the facts and circumstances in existence at that time.

     Employment Agreements

     Our executive employment agreements include provisions governing the payment of severance benefits if employment is terminated by the executive for any reason or by the Company for any reason other than (1) death or disability, (2) for cause, or (3) the executive’s material breach of a material provision of the employment agreement. In such event, our executive severance benefits will be comprised of:

     (a) the payment of a lump-sum amount equal to the sum of:

	•		200% of his base salary as in effect immediately prior to the termination; and
	•		two times 45% of the maximum annual incentive bonus he could have earned pursuant to his employment agreement;

     (b) provision of a benefits package for the executive and his spouse and dependent children consisting of medical, hospital, dental, disability and life insurance benefits at least as favorable as those benefits provided to the executive and his spouse and dependent children immediately prior to termination, for as long as the executive and his spouse or dependent children are living;

     (c) the provision of outplacement services at a cost not to exceed 100% of the executive’s annual base salary as in effect immediately prior to the termination;

     (d) the full and immediate vesting and exercisability of all of his outstanding stock options, which options shall remain exercisable for the greater of (1) three months following such termination, or (2) the period provided in the plan or plans pursuant to which such stock options were granted.

     For purposes of calculating the lifetime medical benefits, we assume the following:

	•		a discount rate of 6%;
	•		mortality under the 1994 Group Annuity Reserving Table projected to 2002;
	•		a medical trend of 5% per annum;
	•		that medical benefits are to be coordinated with Medicare such that premiums will be reduced by 50% for ages 65 and older; and
	•		that the health plan is fully insured and community rated and will continue to be so in the future.

     For purposes of calculating the welfare benefits, we assume the following:

	•		the basic life insurance benefit was valued as a whole life premium a discount rate of 5%;
	•		mortality under the 1994 Group Annuity Reserving Table projected to 2002;
	•		the accidental death and disability coverage was valued as 11.5% of the value of basic life insurance benefit, per the current premium ratio and this benefit was assumed to continue beyond age 65; and
	•		the long-term disability premium was escalated at 4% to age 65, reflecting the age-related incidence of disability as well as increased administrative costs; no value is attributed to the benefit beyond age 65, as long-term disability coverage is rarely available once employment ends.

     If the executive’s employment is terminated as a result of death or disability, the executive (if living), his spouse, and/or his dependent children, as applicable, will be entitled to the benefits described under clause (b) and (d) above.

     If the executive’s employment is terminated for any reason within three years following a change in control, the executive will be entitled to the same benefits described above except that certain outstanding stock options shall remain exercisable for the greater of (i) one year following such termination, or (ii) the period provided in the plan or plans pursuant to which such stock options were granted the lump-sum payment described in clause (a) above shall be equal to three times the sum of:

	•		his base salary as in effect immediately prior to his termination of employment; and
	•		the greater of (A) 45% of the maximum annual incentive bonus he could have earned pursuant to his employment contract for the year in which his employment terminates or (B) the highest annual bonus he received in the three fiscal years ending prior to the fiscal year in which occurred the change in control.

     Upon a change in control, our executive officers may be subject to certain excise taxes pursuant to Section 4999 of the Code (which imposes a 20% excise tax on certain excess parachute payments). In such case, we have agreed to pay each of our executive officers a gross-up payment such that, after the payment of any income, excise or other tax on the gross-up payment, the executive officer retains an amount sufficient to pay all excise taxes pursuant to Section 4999 of the Code.

     The calculation of the Section 4999 gross-up amounts described above is based upon an excise tax rate under Section 4999 of 20%, a 35% federal income tax rate and a 1.45% medicare tax rate. For purposes of the gross-up calculations, we have assumed that (1) no amounts will be discounted as attributable to reasonable compensation, (2) all cash severance payments are contingent on a change in control (although we believe there may be a viable position to the contrary with respect to at least a portion of the cash severance payments), and (3) we could rebut the presumption required under applicable regulations that the restricted shares granted in 2007 were contingent upon a change in control.

     The tax gross-up payment described above will be payable to the executive for any excise tax incurred under Section 4999 of the Code regardless of whether his employment is terminated. However, the amount of the gross-up payment will change based upon whether the executive’s employment with us is terminated because the amount of compensation subject to the Section 4999 excise tax will change.

     Each executive’s employment agreement contains a standard confidentiality and nonsolicitation provision and requires that the executive not compete with the business conducted by the Company at any time during the period that he is employed by the Company and for the two-year period thereafter unless his employment with the Company is terminated by him for good reason, or by the Company for cause. Notwithstanding, the post-employment noncompetition and nonsolicitation restrictions terminate upon a change in control of the Company.

     The employment agreements generally use the following terms:

     “Cause” means the executive has been convicted of any felony or a misdemeanor involving moral turpitude.

     “Change in Control” means a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of the Company if (i) the holders of equity securities of the Company immediately prior to the transaction do not beneficially own immediately after the transaction 50% or more of the common equity of the resulting entity, (ii) the holders of equity securities of the Company immediately prior to the transaction do not beneficially own immediately after the transaction 50% of the voting securities of the resulting entity, or (iii) the persons who were members of the Supervisory Board of Directors immediately prior to the transaction are not the majority of the board of the resulting entity immediately after the transaction. A Change in Control also occurs when (i) there is shareholder approval of a plan of dissolution or liquidation of the Company, (ii) any person or entity acquires or gains ownership of control of more than 30% of the combined voting power of outstanding securities of the Company or resulting entity, or (iii) a change in the composition of the Board of Directors the results of which are that fewer than a majority of the supervisory directors are incumbent directors.

     The tables below reflect the amount of compensation that would be payable to each of the named officers in various scenarios involving termination of the named officer’s employment, including following a change in control. The amount of compensation payable to each named officer upon voluntary termination, involuntary not-for-cause termination (non-change in control), voluntary termination for good cause or involuntary termination following a change in control, involuntary for cause termination, and termination in the event of death or disability of each named officer is shown below. The amounts shown assume that the termination was effective on December 31, 2007 and thus includes amounts earned through that time and are estimates of the amounts which would be paid out to the officers upon their termination. The amounts payable upon termination following a change in control assume that the change in control occurred on December 31, 2007 and the termination was effective the same day. The actual amounts to be paid out can only be determined at the time of the officer’s separation from us. The officer would also have available the value of exercisable options reflected in the Outstanding Equity Awards at Fiscal Year End table.

David M. Demshur

										Involuntary								Termination
		Voluntary				Early				Not For				For Cause				related to
		Termination				Retirement on				Cause Termination				Termination on				Change-in-Control				Disability on				Death on
		on 12/31/2007				12/31/2007				on 12/31/2007				12/31/2007				on 12/31/2007				12/31/2007				12/31/2007
Compensation:
Severance		$	1,250,000			$	1,250,000			$	1,250,000			$	—			$	1,875,000				—				—
Short-term Incentive		$	843,750			$	843,750			$	843,750			$	—			$	1,265,625				—				—
Long-term Incentives:
Intrinsic Value of Unvested and Accelerated Stock Options		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Unvested and Accelerated Restricted Share Award Program		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Unvested and Accelerated Performance Share Award Program		$	—			$	—			$	—			$	—			$	4,988,800			$	—			$	—
Benefits & Perquisites:
Health and Welfare Benefits		$	277,900			$	277,900			$	277,900			$	—			$	277,900			$	277,900			$	277,900
Outplacement Services		$	625,000			$	—			$	625,000			$	—			$	625,000			$	—			$	—
Excise Tax & Gross-Up		$	—			$	—			$	—			$	—			$	3,565,618			$	—			$	—
Total		$	2,996,650			$	2,371,650			$	2,996,650			$	—			$	12597,943			$	277,900			$	277,900

Richard L. Bergmark

										Involuntary								Termination
										Not For								related to
		Voluntary				Early				Cause				For Cause				Change-in-
		Termination on				Retirement on				Termination on				Termination on				Control on				Disability on				Death on
		12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007
Compensation:
Severance		$	760,000			$	760,000			$	760,000			$	—			$	1,140,000				—				—
Short-term Incentive		$	342,000			$	342,000			$	342,000			$	—			$	540,048				—				—
Long-term Incentives:
Intrinsic Value of Unvested and Accelerated Stock Options		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Unvested and Accelerated Restricted Share Award Program		$	—			$	—			$	—			$	—			$	1,446,752			$	1,446,752			$	1,446,752
Unvested and Accelerated Performance Share Award Program		$	—			$	—			$	—			$	—			$	2,494,400			$	—			$	—
Benefits & Perquisites:
Health and Welfare Benefits		$	273,700			$	273,700			$	273,700			$	—			$	273,700			$	273,700			$	273,700
Outplacement Services		$	380,000			$	—			$	380,000			$	—			$	380,000			$	—			$	—
Excise Tax & Gross-Up		$	—			$	—			$	—			$	—			$	1,793,426			$	—			$	—
Total		$	1,755,700			$	1,375,700			$	1,755,700			$	—			$	8,068,326			$	1,720,452			$	1,720,452

Monty L. Davis

										Involuntary								Termination
										Not For								related to
		Voluntary				Early				Cause				For Cause				Change-in-
		Termination on				Retirement on				Termination on				Termination on				Control on				Disability on				Death on
		12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007
Compensation:
Severance		$	740,000			$	740,000			$	740,000			$	—			$	1,110,000				—				—
Short-term Incentive		$	333,000			$	333,000			$	333,000			$	—			$	499,500				—				—
Long-term Incentives:
Intrinsic Value of Unvested and Accelerated Stock Options		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Unvested and Accelerated Restricted Share Award Program		$	—			$	—			$	—			$	—			$	1,446,752			$	1,446,752			$	1,446,752
Unvested and Accelerated Performance Share Award Program		$	—			$	—			$	—			$	—			$	2,494,400			$	—			$	—
Benefits & Perquisites:
Health and Welfare Benefits		$	297,800			$	297,800			$	297,800			$	—			$	297,800			$	297,800			$	297,800
Outplacement Services		$	370,000			$	—			$	370,000			$	—			$	370,000			$	—			$	—
Excise Tax & Gross-Up		$	—			$	—			$	—			$	—			$	1,946,901			$	—			$	—
Total		$	1,740,800			$	1,370,800			$	1,740,800			$	—			$	8,165,353			$	1,744,552			$	1,744,552

John D. Denson

										Involuntary								Termination on
										Not For								related to
		Voluntary				Early				Cause				For Cause				Change-in-
		Termination on				Retirement on				Termination on				Termination on				Control on				Disability on				Death on
		12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007
Compensation:
Severance		$	624,000			$	624,000			$	624,000			$	—			$	936,000				—				—
Short-term Incentive		$	210,600			$	210,600			$	210,600			$	—			$	315,900				—				—
Long-term Incentives:
Intrinsic Value of Unvested and Accelerated Stock Options		$	—			$	—			$	—			$	—			$	—			$	—			$	—

										Involuntary								Termination
										Not For								related to
		Voluntary				Early				Cause				For Cause				Change-in-
		Termination on				Retirement on				Termination on				Termination on				Control on				Disability on				Death on
		12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007				12/31/2007
Unvested and Accelerated Restricted Share Award Program		$	—			$	—			$	—			$	—			$	1,222,256			$	1,222,256			$	1,222,256
Unvested and Accelerated Performance Share Award Program		$	—			$	—			$	—			$	—			$	1,247,200			$	—			$	—
Benefits & Perquisites:
Health and Welfare Benefits		$	297,500			$	297,500			$	297,500			$	—			$	297,500			$	297,500			$	297,500
Outplacement Services		$	312,000			$	—			$	312,000			$	—			$	312,000			$	—			$	—
Excise Tax & Gross-Up		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total		$	1,444,100			$	1,132,100			$	1,444,100			$	—			$	4,330,856			$	1,519,756			$	1,519,756

     Nonqualified Deferred Compensation Plan.

     See the Nonqualified Deferred Compensation Table and subsequent narrative discussion for a description of the benefits payable to the named executive officers under the Nonqualified Deferred Compensation Plan upon death or separation from service, and in connection with a change in control.

     Supplemental Executive Retirement Plans.

     Please see the Pension Benefits Table and narrative that follows the table for a discussion of the benefits payable to the named executive officers under the Group SERP or Individual SERPs upon death or separation from service, and in connection with a change in control. As described in the Pension Benefits Table, if a participant in the Group SERP or an Individual SERP made a timely election, he would be entitled to receive a lump sum payment upon a change in control of the Company equal to the actuarially equivalent value of the retirement benefits that would have been paid upon the participant’s retirement. Assuming they so elect and assuming a change in control of the Company occurred on December 31, 2007, Messrs. Bergmark, Demshur, Davis, and Denson would have been entitled to receive a lump-sum payment as set forth in the tables above. These figures were determined by our actuary based on information we provided and assume, among other things: (a) an interest rate of 4.64%, and (b) the applicable mortality table under section 417(e)(3)(A)(ii)(l) of the Code.

     Restricted Share Award Program and Performance Share Award Program.

     Awards under our RSAP will vest in full in the event an executive officer’s service is terminated by reason of his death or disability or upon the occurrence of a change in control. As a result, assuming such event occurred on December 31, 2007, Messrs. Bergmark, Davis, and Denson would have each become vested in $1,446,752, $1,446,752, and $1,222,256 worth of common shares, respectively. Mr. Demshur did not have any outstanding RSAP awards at December 31, 2007.

     Awards under our PSAP will vest in full if we undergo a change in control prior to the last day of the applicable three-year performance period and the executive officer is in our employ at such time. As a result, assuming such event occurred on December 31, 2007, Messrs. Demshur, Bergmark, Davis, and Denson would have become vested in $4,988,800, $2,494,400, $2,494,400, and $1,247,200 worth of common shares, respectively.

REPORT OF THE COMPENSATION COMMITTEE

     During the last fiscal year, and this year in preparation for the filing of this proxy statement with the SEC, the Compensation Committee:

•		reviewed and discussed the Company’s disclosure set forth herein below the heading “Compensation Discussion and Analysis” with management; and
•		based on the reviews and discussions referred to above, recommended to the Supervisory Board that the disclosure set forth herein below the heading “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2007.

     Submitted by the Compensation Committee of the Board of Supervisory Directors.

Compensation Committee
D. John Ogren (Chairman)
Rene R. Joyce
Joseph R. Perna

REPORT OF THE AUDIT COMMITTEE

     The Audit Committee currently consists of Messrs. Kearney, Perna, and Joyce. The Company has determined that: (1) each member of the Audit Committee is independent, as defined in Section 10A of the Exchange Act and under the standards set forth by the NYSE and, to extent consistent therewith, the Dutch Code; and (2) all current Audit Committee members are financially literate. In addition, Mr. Kearney qualifies as an audit committee financial expert under the applicable rules promulgated pursuant to the Exchange Act and as defined in the Dutch Code.

     During the last fiscal year, and earlier this year in preparation for the filing with the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, the Audit Committee:

•		reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2007 with management and with the independent auditors;
•		considered the adequacy of the Company’s internal controls and the quality of its financial reporting, and discussed these matters with management, with the internal auditors and with the independent auditors;
•		reviewed and discussed with the independent auditors (1) their judgments as to the quality of the Company’s accounting policies, (2) the written disclosures and the letter from the independent auditors required by Independence Standard No. 1, Independence Discussions with Audit Committees, as amended, by the Independence Standards Board, and the independent auditors’ independence, and (3) the matters required to be discussed by Statements on Auditing Standards No. 61, Communication with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants;
•		discussed with management, with the internal auditors and with the independent auditors the process by which the Company’s chief executive officer and chief financial officer make the certifications required by the SEC in connection with the filing with the SEC of the Company’s periodic reports, including reports on Forms 10-K and 10-Q;
•		pre-approved all auditing services and non-audit services to be performed for the Company by the independent auditors as required by the applicable rules promulgated pursuant to the Exchange Act, considered whether the rendering of non-audit services was compatible with maintaining PricewaterhouseCoopers’ independence, and concluded that PricewaterhouseCoopers’ independence was not compromised by the provision of such services (details regarding the fees paid to PricewaterhouseCoopers in fiscal 2007 for audit services, audit-related services, tax services and all other services, are set forth at “Audit Fee Summary” below); and
•		based on the reviews and discussions referred to above, recommended to the Supervisory Board that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

     As recommended by the NYSE’s corporate governance rules, the Audit Committee also considered whether, to assure continuing auditor independence, it would be advisable to regularly rotate the audit firm itself. The Audit Committee has concluded that the current benefits to the Company from continued retention of PricewaterhouseCoopers warrant retaining the firm at this time. The Committee will, however, continue to review this issue on an annual basis.

     A copy of the Audit Committee’s written charter may be found on the Company’s website, at www.corelab.com/governance.

     Notwithstanding the foregoing actions and the responsibilities set forth in the Audit Committee’s charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. Management is responsible for the Company’s financial reporting process including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The independent auditors are responsible for expressing an opinion on those financial statements. Committee members are not employees of the Company or accountants or auditors by profession. Therefore, the Committee has relied, without independent verification, on management’s representation that the

financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent auditors included in their report on the Company’s financial statements.

     The Committee meets regularly with management and the independent and internal auditors, including private discussions with the independent auditors and the Company’s internal auditors and receives the communications described above. The Committee has also established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. However, this oversight does not provide us with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles or that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards.

     Submitted by the Audit Committee of the Board of Supervisory Directors.

Audit Committee
Michael C. Kearney (Chairman)
Rene R. Joyce
Joseph R. Perna

INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fee Summary

     Set forth below is a summary of the total fees paid to our independent registered public accounting firm, PricewaterhouseCoopers, for fiscal years 2007 and 2006. These fees consisted of:

		2007				2006 (1)
Audit Fees		$	2,445,000			$	2,645,000
Audit Related Fees			836,604				604,951
Tax Fees			401,865				137,905
All Other Fees			11,852				198,306
Total		$	3,705,321			$	3,586,162

     Audit Fees. Audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audit and quarterly reviews, and the audit of internal controls in order to comply with the Sarbanes-Oxley Act of 2002.

     Audit-Related Fees. Audit-related fees consist primarily of statutory audits of subsidiaries required by governmental or regulatory bodies and attestation services required by statute or regulation; and certain agreed-upon procedures including accounting and research work necessary to comply with generally accepted auditing standards.

     Tax Fees. Tax fees include professional services provided for preparation of federal and state tax returns, review of tax returns prepared by the Company, assistance in assembling data to respond to governmental reviews of past tax filings, and tax advice, exclusive of tax services rendered in connection with the audit.

     All Other Fees. Other fees consist primarily of comfort letters, consents, research and consulting, and work performed related to other SEC filings.

MATTERS TO BE VOTED ON

Item 1. Election of Supervisory Directors

     Our articles of association provide for one or more Supervisory Directors. Our Supervisory Board currently has eight members who are divided into three classes of Supervisory Directors. Each class is elected for a term of three years such that the term of one class of Supervisory Director expires at the annual meeting each year. At this year’s annual meeting we will be electing three Class I Supervisory Directors. The Supervisory Board is proposing the election of Messrs. David M. Demshur, Rene R. Joyce and Michael C. Kearney as Class I Supervisory Directors for a term expiring at the annual meeting in 2011. All of the Class I nominees for Supervisory Director are presently members of the Supervisory Board. Please see “Information About Our Supervisory Directors and Director Compensation — Board of Supervisory Directors” for biographical information of our Supervisory Directors.

     Candidates for Supervisory Director are recommended by the Nominating and Governance Committee to our Supervisory Board. Our Supervisory Board then nominates selected candidates, who are elected at the annual meeting by the affirmative vote of a majority of the votes cast at the meeting. You may vote for any of the nominees, all of the nominees, or for none of the nominees. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting but will count for the purpose of determining the number of shares represented at the meeting.

     Unless otherwise instructed or unless authority to vote is withheld, the accompanying proxy will be voted for the election of the nominees listed above. If at the time of, or prior to, the annual meeting any of the nominees should be unable or decline to serve, the discretionary authority provided in the proxy may be used to vote for a substitute or substitutes designated by our Supervisory Board. The Supervisory Board has no reason to believe that any substitute nominees will be required. No proxy will be voted for a greater number of persons than the number of nominees named herein. Shareholders may not cumulate their votes in the election of Supervisory Directors.

     The Supervisory Board recommends that shareholders vote “FOR” the nominees for Supervisory Director as set forth above, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 2. Confirmation and Adoption of Annual Accounts

     At the annual meeting, as required under Dutch law and our articles of association our shareholders will be asked to confirm and adopt our Dutch Statutory Annual Accounts (the “Annual Accounts”) for the fiscal year ending December 31, 2007, which are our audited consolidated financial statements that are prepared in accordance with Dutch generally accepted accounting principles. In accordance with Article 408, Book 2 of the Dutch Civil Code, the Annual Accounts are our annual accounts and our participation. However, the Annual Accounts do not represent the consolidated accounts of our Company and subsidiaries as presented in our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ending December 31, 2007. Companies domiciled in the United States are not generally required to obtain shareholder confirmation and adoption of annual accounts.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to confirm and adopt the Annual Accounts. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     The Supervisory Board recommends that shareholders vote “FOR” the confirmation and adoption of the Annual Accounts, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 3. Cancellation of Our Repurchased Shares Up to the Date of Our Annual Meeting

     At the annual meeting, our shareholders will be asked to resolve to cancel all of the treasury shares we have repurchased up to the date of our annual meeting. According to the Dutch Civil Code, we can only hold 10% of our issued share capital at one time. This restriction is not typical for a company domiciled in the United States but is imposed on us as a result of our being organized under the laws of The Netherlands. As of December 31, 2007, we held shares of our issued share capital. Management believes it is in the best interest of our shareholders for the Supervisory Board and management to have the flexibility to purchase additional common shares in the open market should market conditions warrant. This authority is similar to that generally afforded under state law to public companies domiciled in the United States. Upon the affirmative vote of our shareholders, the shares held on the date of the general meeting of shareholders will be cancelled in the manner described in Article 2:99(2) and 2:100 of the Dutch Civil Code.

     After the general meeting of shareholders, we will post a copy of the minutes of the annual meeting of shareholders at the Dutch commercial registry and will subsequently publish a notice of each deposit in a Dutch daily newspaper. If no creditors oppose the capital reduction within two months after each respective publication in a Dutch daily newspaper, then the cancellation of the shares will become effective after this two-month waiting period.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to cancel our repurchased shares if more than one-half of our issued share capital is represented at the annual meeting. If less than one-half of our issued share capital is represented at the annual meeting, then the affirmative vote of two-thirds of the votes cast at the annual meeting is required to approve the cancellation of our repurchased shares. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     The Supervisory Board recommends that shareholders vote “FOR” the cancellation of our repurchased shares up to the date of our annual meeting, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 4. Cancellation of Additional Repurchased Shares

     At the annual meeting, our shareholders will be asked to resolve to cancel,. as soon as we will have repurchased 5% of our issued share capital from time to time during the 18-month period from the date of the annual meeting until November 28, 2009, all such repurchased shares.

     According to the Dutch Civil Code, we can only hold 10% of our issued share capital at one time. This restriction is not typical for a company domiciled in the United States but is imposed on us as a result of our being organized under the laws of The Netherlands.

     Management believes it is in the best interest of our shareholders for the Supervisory Board and management to have the flexibility to purchase additional common shares in the open market should market conditions warrant. This authority is similar to that generally afforded under state law to public companies domiciled in the United States. Upon the affirmative vote of our shareholders, as soon as we will have repurchased 5% of our issued share capital from time to time during the 18-month period from the date of the annual meeting until November 28, 2009, all such repurchased shares will be cancelled in the manner described in Article 2:99(2) and 2:100 of the Dutch Civil Code.

     As soon as we will have repurchased 5% of our issued share capital from time to time during the 18-month period from the date of the annual meeting until November 28, 2009, we will post a copy of the minutes of the annual meeting of shareholders at the Dutch commercial registry and will subsequently publish a notice of each deposit in a Dutch daily newspaper. If no creditors oppose the capital reduction within two months after each

respective publication in a Dutch daily newspaper, then the cancellation of the shares will become effective after this two-month waiting period.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to cancel our repurchased shares if more than one-half of our issued share capital is represented at the annual meeting. If less than one-half of our issued share capital is represented at the annual meeting, then the affirmative vote of two-thirds of the votes cast at the annual meeting is required to approve the cancellation of our repurchased shares. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     The Supervisory Board recommends that shareholders vote “FOR” the cancellation of 5% of our issued share capital, if purchased from time to time during the 18-month period from the date of the annual meeting until November 28, 2009, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 5. Extension of Authority to Repurchase Shares Until November 28, 2009

     Under Dutch law and our articles of association, and subject to certain Dutch statutory provisions, we may repurchase up to 10% of our issued share capital. It is proposed to authorize our Management Board to repurchase up to 10% of the issued share capital and to determine the price of shares at any price in the open market that does not exceed $300.00 per share or its equivalent in other currencies. The authorization of our Management Board must be renewed every 18 months. In connection with our initial public offering in September 1995, our shareholders authorized such repurchases for a period of 18 months. At each annual meeting subsequent to 1995, our shareholders have renewed that authorization such that the current period is set to expire on October 2, 2008. In 2007, we repurchased approximately 1,211,000 of our common shares for an aggregate purchase price of approximately $133.2 million. We believe that it is in the best interest of our Company and shareholders to have the flexibility to repurchase shares in the future if the Supervisory Board deems it advisable to do so. This authority is similar to that generally afforded under state law to public companies domiciled in the United States.

     At the annual meeting, our shareholders will be asked to approve a further extension of the authority to repurchase up to 10% of our issued share capital from time to time for an additional 18-month period from the date of the annual meeting until November 28, 2009. The exact number of shares which can be repurchased in this period will depend on the number of repurchased shares that will be cancelled pursuant to the proposal under item 3. After the cancellation of repurchased shares, we will again be able to repurchase up to 10% of the then outstanding issued share capital, which can be subsequently be cancelled, and the cycle of cancellation and repurchase may continue.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to extend the authorization to repurchase up to 10% of our issued share capital from time to time for an additional 18-month period from the date of the annual meeting. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     The Supervisory Board recommends that shareholders vote “FOR” the extension of the authority of the Management Board to repurchase up to 10% of our issued share capital from time to time until November 28, 2009 at a price not to exceed $300.00 per share, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 6. Extension of Authority to Issue Shares of Core Laboratories N.V. Until May 28, 2013

     Our authorized share capital consists of 100 million common shares and 3 million preference shares, each share with a current par value of EUR 0.04. Under Dutch law and our articles of association, the Supervisory Board has the power to issue shares of our authorized share capital as long as the Supervisory Board has been designated and authorized by the shareholders to do so at the annual meeting. An authorization of the Supervisory Board to issue shares may be effective for a period of up to five years and may be renewed on an annual rolling basis. In connection with our initial public offering in September 1995, our shareholders authorized the Supervisory Board to issue shares and/or rights with respect to our shares for a five-year period. At each annual meeting subsequent to 1995, our shareholders have extended the period such that the current period is set to expire on April 2, 2012. We currently do not have any specific plans, proposals or arrangements to issue any of the authorized shares of common stock for any purpose. However, in the ordinary course of our business, we may determine from time to time that

the issuance of shares of common stock is in the best interests of the Company, including in connection with future acquisitions or financings.

     At the annual meeting, our shareholders will be asked to approve a further extension of this authority to issue shares and/or to grant rights, including options to purchase, with respect to our unissued common and preference shares up to the maximum number of common and preference shares indicated by the authorized share capital for a five-year period from the date of the annual meeting until May 28, 2013. This authority to issue shares is similar to that generally afforded under state law to public companies domiciled in the United States. Management believes that retaining the flexibility to issue shares for acquisition, financing or other business purposes in a timely manner without first obtaining specific shareholder approval is important to our continued growth. Furthermore, our common shares are listed on the NYSE and, accordingly, the issuance of additional shares will remain subject to the rules of the NYSE. In particular, the NYSE requires shareholder approval for the issuance of shares of common stock in excess of 20% of the shares outstanding except for public offerings for cash or bona fide private offerings at a price greater than both the book and market value of a company’s common stock. The authority of the Supervisory Board to issue shares as described in this proxy statement does not include the power to increase the total number of authorized shares of Core Laboratories N.V.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to extend the authority of the Supervisory Board to issue shares and/or to grant rights (including options to purchase) with respect to our common and/or preference shares for a five-year period from the date of the annual meeting. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     The Supervisory Board recommends that shareholders vote “FOR” the extension of the authority of the Supervisory Board to issue shares and/or to grant rights (including options to purchase) with respect to our common and/or preference shares until May 28, 2013, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 7. Extension of Authority of Supervisory Board to Limit or Eliminate Preemptive Rights Until May 28, 2013

     Holders of our common shares (other than our employees and employees of our subsidiaries who are issued common shares pursuant to the exercise of options granted under the LTIP and the Director Plan) have a pro rata preemptive right of subscription to any of our common shares issued for cash unless such right is limited or eliminated by our Supervisory Board. Holders of our common shares have no pro rata preemptive subscription right with respect to any common shares issued for consideration other than cash. If designated and authorized by our shareholders at the annual meeting, the Supervisory Board has the power to limit or eliminate such rights. Such an authorization may be effective for up to five years and may be renewed for successive five-year periods. In connection with our initial public offering in September 1995, our shareholders authorized the Supervisory Board to limit or eliminate the preemptive rights of holders of our common shares for a five-year period. At each annual meeting subsequent to 1995, our shareholders have extended this period such that the current period is set to expire on April 2, 2012.

     At the annual meeting, our shareholders will be asked to approve a further extension of this authority for a five-year period from the date of the annual meeting until May 28, 2013 to limit or eliminate preemptive rights. Preemptive rights are uncommon for public companies domiciled in the United States. Management believes that if the Supervisory Board is not granted the authority to limit preemptive rights, the ability of our Company to engage in equity financing transactions would be significantly affected. Any limits or waivers of preemptive rights would apply equally to all holders of our common shares. Furthermore, as long as our common shares remain listed on the NYSE, any issuance of common shares will remain subject to the rules of the NYSE, including limitations on our ability to issue shares without shareholder approval. See Item 5 above for a discussion of the NYSE rules regarding stock issuances.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to extend the authority of the Supervisory Board to limit or eliminate the preemptive rights of holders of our common shares and/or preference shares for a five-year period from the date of the annual meeting. However, if less than 50% of all common shares entitled to vote on the proposal are present at the meeting, then two-thirds of the votes cast will be required to extend this authority. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     The Supervisory Board recommends that shareholders vote “FOR” the extension of the authority of the Supervisory Board to limit or eliminate preemptive rights of holders of our common shares and/or preference shares until May 28, 2013, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 8. Ratification of Appointment of PricewaterhouseCoopers as Our Independent Registered Public Accounting Firm for 2008

     The Audit Committee of the Supervisory Board has recommended and the Supervisory Board has approved the appointment of the firm of PricewaterhouseCoopers as our independent public accountants for the year ending December 31, 2008 subject to ratification by our shareholders. PricewaterhouseCoopers has acted as our independent public accountants since April 2002. We have invited representatives of PricewaterhouseCoopers to the annual meeting and we expect one such representative to attend. If such representative should attend we expect that he or she will be available to respond to questions.

     The affirmative vote of the majority of the votes cast at the annual meeting is required to ratify the appointment of PricewaterhouseCoopers as our independent public accountants for 2008. Under Dutch law and our articles of association, common shares abstaining from voting and broker non-votes will not count as votes cast at the annual meeting.

     In the event the appointment is not ratified, our Supervisory Board will consider the appointment of other independent accountants.

     The Supervisory Board recommends that the shareholders vote “FOR” the ratification of PricewaterhouseCoopers’ appointment as our independent public accountants for 2008 and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

Item 9. Other Matters to Be Voted On

     The Supervisory Board does not know of any other matters that are to be presented for action at the annual meeting. However, if any other matters properly come before the annual meeting or any adjournment thereof, it is intended that the accompanying proxy will be voted in accordance with the judgment of the persons voting the proxy.

OTHER PROXY MATTERS

Information About Our 2009 Annual Meeting

     Any shareholder who desires to submit a proposal for inclusion in the proxy material for presentation at the 2009 annual meeting of shareholders must forward such proposal to our Secretary at the address indicated on the cover page of this proxy statement, so that the Secretary receives it no later than December 1, 2008. Any notice of a proposal to be considered at the 2009 annual meeting should also be submitted to our Secretary. Any such notice will be considered untimely if not received by the Secretary on or before February 15, 2009.

Incorporation by Reference

     The information contained in this proxy statement in the sections entitled “Shareholder Return Performance Presentation,” “Report of the Compensation Committee” and “Report of the Audit Committee” shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

Other Information

     A copy of our Annual Report on Form 10-K for the year ended December 31, 2007, including the financial statements, schedules and exhibits thereto, may be obtained without charge by written request to Mark F. Elvig, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040.

		By Order of the Board of Supervisory Directors,
		Jacobus Schouten Supervisory Director

Amsterdam, The Netherlands
April 17, 2008