SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        January 6, 2010  Room 4631  James S. Porter Chief Financial Officer Apogee Enterprises, Inc. 7900 Xerxes Avenue South – Suite 1800 Minneapolis, Minnesota 55431

Re: Apogee Enterprises, Inc.
 Definitive Proxy Statement filed May 12, 2009  File No. 000-06365

Dear Mr. Porter:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Definitive Proxy Statement filed May 12, 2009

1. Each of our comments on your proxy stat ement disclosures relates to executive
compensation.  You should provide responsive disclosure in your future filings.
In addition, please show us supplementally what your disclosure in response to these comments would look like for the co mpensation you report in this proxy
statement.
 Compensation Elements and Determination Factors, page 27

2. We note disclosure on page 27 that base salary, actual short-te rm incentive plan
payouts and long-term incentive plan annual awards are determined and adjusted due to the individual performance of named executive officers. We note

James S. Porter
Apogee Enterprises, Inc.
January 6, 2010 Page 2
disclosure on page 35 that salary increases for your named executive officers were determined after considering a number  of factors including individual
performance.  We also note disclosure on page 34 of the factors of individual
performance of your chief executive officer.  In future filings, please disclose the elements of individual performance you c onsider when decidi ng to increase base
salaries and to pay short-term and long-term incentive compensation to your named executive officers, other than your ch ief executive officer, pursuant to Item
402(b)(2)(vii) of Regulation S-K.
 Short-Term Incentive Plan, page 31

3. In future filings, please elaborate on w hy you use two different plans to provide
your executives with short-term cash incentive compensation.  Explain more clearly how the benefits under each plan  are different and why the Committee
would chose to compensate executives under one plan or the other.  We note that
you already have disclosure that the annua l cash incentive plan awards are based
entirely on objective financial performan ce metrics, while Executive MIP awards
are based on other factors.
 Long-Term Incentives, page 36

4. In future filings, for each of your named executive officers, please disclose the business objectives that form the basis of the number of SARs previously granted,
to the extent that such SARs vest in the year for which co mpensation is being
reported.  We note that from fiscal 2006 through fiscal 20 09 you granted SARs
that vest over a three year period.  Similarly, please disc lose the individual
business objectives that form the basis for the fixed dollar va lue of time-based
restricted stock awards granted commencing with fiscal 2010.

5. Please explain how you determine the ta rget dollar value of SARs you have
granted, to the extent that such SARs ve st in the year for which compensation is
being reported.  Please also clarify how the number of SARs is determined.  We
note that you state that this number was based on the achievement of an
individual’s business objectives, but also  that it was calculated by dividing the
target dollar value by the fair value of th e award.  Therefore, it is not clear how
the achievement of the business objectives impacted the number of SARs granted.
See Items 402(b)(2)(v) and (vii) of Regulation S-K.

6. Regarding your decision to grant time-bas ed restricted stock commencing in fiscal
2010, please clarify why you believe that rest ricted stock awards may require the
use of fewer shares of stock than SARs or  stock options to deliver similar value.

James S. Porter
Apogee Enterprises, Inc.
January 6, 2010 Page 3   Performance Shares and Performance Share Units, page 33

7. Please disclose the predetermined corporat e financial goals for (1) average return
on invested capital, (2) cumulative earnings per share, and (3) market share growth.  While the disclosure that a ppears on page 37 above “Fiscal 2007-2009
Performance Share Payout” links the payout  level to what we assume are the
actual results under these m easures, the predetermined targets appear to be
material to and form the basis of the Committee’s decision regarding the amount
of the performance share awards granted.  Please also ensure that you disclose the
predetermined goals to be met in or der for the unvested Performance Share
awards granted in prior years to be earned.

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

James S. Porter
Apogee Enterprises, Inc. January 6, 2010 Page 4   You may direct questions to Sherry Haywood, Attorney, at (202) 551-3345 or
Pam Long, Associate Director, at (202)551-3765.
Sincerely,   Terence O’Brien Accounting Branch Chief