SecProbe.io

December 12 , 2012

Via E -mail
David T. Johnson
Chief Financial Officer
American Vanguard Corporation
4695 MacArthur Court
Newport Beach, California 92660

Re: American Vanguard Corporation
  Form 10 -K for Fiscal Year Ended December 31, 2011
             Filed on March 9, 2012
             File No. 001 -13795

Dear Mr. Johnson :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing  any reque sted information.   If you do not be lieve
our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December  31, 2011

Business, page 1

1. Please consider revising to provide a description of the manufacturing and distribution of
your products.

Item7. Managemen t’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, pa ge 19

2. Please revise your net sales discussion to quantify  the effects of price and volume  on
results .  Refer to Item 303(a)(3)(iii) of Regulation S -K.

3. We note your discussion and analysis of costs of sales is limited to the context of gross
margin, which does not address your cost of sales directly.  We believe your gross margin

David T. Johnson
American Vanguard Corporation
December 1 2, 2012
Page 2

 disclosure should be supplemented with or, preferably, replaced by a discussion and
analysis of costs of sales on a stand -alone basis (not in the context of gross mar gin).
Further, we believe such disclosure should include separate quantification and discussion
of changes in significant components of cost of sales that caused costs of sales to
materially vary (or not vary when expected to). Additionally, the impacts of  material
variances in components of costs of sales that offset each other should be separately
disclosed and quantified. In this regard, while you discuss certain factors to which
changes are attributable, you do not quantify certain of these factors nor analyze the
underlying business reasons for the changes. For example, you attribute the change in
gross margin, in part, to improved manufacturing activity, but you do not quantify this
factor.

           We believe your disclosures could be improved and made more user -friendly by:

 increasing the use of tables to present dollar and percentage changes in accounts
and margin rates, rather than including such information in narrative text form;
 using tables to list, quantify, and sum all of the material indi vidual factors to
which changes in accounts are attributable;
 refocusing the narrative text portion of the disclosure on analysis of the
underlying business reasons for the individual factors in the tables above; and
 ensuring that all material factors are quantified and analyzed.

          Please provide us with a copy of your intended revised disclosure.

4. We note from your disclosure on page 29 that accrued program costs are a critical
accounting policy.  However, it is not apparent from your results of o perations disclosure
whether accrued program costs had a material impact on results in the years presented.
Please advise.

Signatures, page 38

5. Please confirm that your principal executive officer, principal financial officer and
principal accounting off icer or controller will sign your Form 10 -K in their individual
capacities.   These signatures should appear in the second signature block of the signature
section.

Item 8 . Financial Statements and Supplementary Data

Note (8) Product Acquisitions, page 60

6. Based on your disclosure, it appears that intangible assets consist of product rights,
customer lists, and trademarks.  Please revise to disclose the gross carrying amount and
accumul ated amortization by major intangible asset class for each balance shee t date
presented.  Refer to ASC 350 -30-50-2.

David T. Johnson
American Vanguard Corporation
December 1 2, 2012
Page 3

 Form 10 -Q for Fiscal  Quarter E nded September 30, 2012

Item 4. Controls and Procedures, page 22

7. Your conclusion regarding the effectiveness of disc losures controls and procedures does
not state the entire defin ition of disclosure cont rols and procedures as defined in
Exchange Act Rules 13a -15(e) and 15d -15(e). Specifically, you did not  indicate that
disclos ure controls and procedures  are designed to ensure that information required to be
disclosed in reports fil ed or submitted under the Act is accumulated and communicated to
management as appropriate to allow timely decisions regarding required disclosure.
Although there is no requirement to disclose the full definition, specific reference to only
a portion of th e definition gives the appearance of limiting management’s conclusion
solely to the portion referred to. Please represent to us and please revise future filings to
state management’s conclusion in regard to the company’s disclosure controls and
procedures as fully defined in Exchange Act rules 13a -15(e) and 15d -15(e).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In respondin g to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Aamira Chaudhry at 202 -551-3389 if you have questions regarding
comments on the financial statements and related matters.  Please contact Tonya Aldave at 202 -
551-3601 or Justin Dobbie at 202 -551-3469 with any other questions. You may also contact me
at 202 -551-3380.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief