SecProbe.io

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September 9, 2005

United States Securities and Exchange Commission
Division of Corporation Finance
Washington. D.C. 20549-0510

Re:  Dynamic Materials
     Form 10-K for the year ended December 31, 2004
     File No. 1-14775

Dear Mr. Cash:

We acknowledge receipt of your letter dated July 27, 2005, which included
additional comments that resulted from your review of our June 17, 2005 response
to the your initial May 4, 2005 comment letter relating to your review of the
above-referenced filing. We have carefully considered your additional comments
and provide you with the following revised response.

                 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Financial Statements for the Year Ended December 31, 2004

Note 8 - Discontinued Operations, page 53

     1.   We note your response to comment 8 from our letter dated May 4, 2005.
          Please refer to paragraph 42 of SFAS 144, which indicates that the
          classification a component of an entity as discontinued operations is
          only appropriate if that component has been disposed of or is
          classified as held for sale, and if it meets the additional criteria
          of having its operations and cash flows eliminated from your ongoing
          operations and you have no significant continuing involvement in the
          operations of the component. Please provide us with the following
          additional information to help us understand how you have met the
          criteria of this paragraph:

          o    It does not appear that you have disposed of your Spin Forge
               Division since you retain the majority of the assets on your
               books, and you are receiving rental income for leasing or
               subleasing those assets to a third party. If you believe that
               your lease and sublease of these assets constitutes a sale please
               tell us the accounting guidance that you relied upon to make that
               determination and provide us with any applicable analysis of how
               you meet the criteria of such guidance. Specifically address in
               your analysis the fact that the term of the lease for Spin
               Forge's manufacturing equipment and tooling is less than three
               years.

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          o    We note that your sublease agreement with Aerojet offered them
               the option to purchase your bargain purchase option on Spin
               Forge's land. We further note that Aerojet's option expired on
               August 1, 2005. Please tell us if Aerojet exercised this option.
               If they did not exercise the option, please address your
               retention of the bargain purchase option in an analysis that
               supports your belief that you have disposed of Spin Forge's
               assets.

          o    If you believe that your lease and sublease of Spin Forge's
               assets meet the criteria of paragraph 30 of SFAS 144 to be held
               for sale, please provide us with a detailed analysis of how these
               leases meet each of the criteria. You should specifically address
               the impact of the multiple-year lease terms on the criteria of
               this paragraph.

          o    If you can demonstrate that Spin Forge's assets have either been
               disposed of or can be classified as held for sale, then please
               provide us with a detailed analysis of how this transaction meets
               the criteria of paragraph 42(a) and 42(b). In this regard, we
               note that you will continue to receive income from Spin Forge's
               operations in the form of rental payments, and we note that you
               retain legal title to the manufacturing equipment used by this
               business.

     Company Response
     ----------------

          DMC acquired the Spin Forge manufacturing business in March of 1998.
          At the time, Spin Forge was involved in two major defense programs,
          the ATACM and Hawk missile motor case programs, and a third program
          relating to the manufacture of titanium pressurant tanks for Boeing
          launch vehicles. With all of these programs operating at normal volume
          levels, Spin Forge generated good operating income and cash flow
          during 1998 and 1999. However, significant volume cutbacks in the
          Boeing tank and Hawk motor case programs beginning in 2000, and the
          discontinuance of production of Boeing tanks in 2003 and Hawk motor
          cases in 2004, resulted in Spin Forge reporting significant operating
          losses during fiscal years 2000 through 2004. Of the three major
          programs, only the ATACM program, with Aerojet as the customer, was
          active at the time that we made a decision to divest of the Spin Forge
          business in mid-2004. As stated in our initial response letter, if the
          Company had not consummated the sale to Aerojet, Company management
          and its Board of Directors was committed to the orderly shutdown of
          the Spin Forge business operations.

          Under an orderly shutdown scenario, DMC would have exercised its
          option on the real estate and then sold the real estate to a third
          party. We believe that such an orderly shutdown would have been
          completed within approximately one year. However, continuation of the
          ATACM program with minimal disruption was of critical importance to
          Aerojet and its customer. Thus, Aerojet agreed to purchase the
          business from DMC under the condition that DMC structure the
          transaction with attractive financing terms. DMC was willing to
          provide such financing to Aerojet because it believed that doing so
          would result in the maximum recovery of the Company's investment in
          Spin Forge operating assets, which were

<PAGE>

          comprised principally of work-in process inventories for the ATACM and
          Hawk programs and manufacturing equipment and tooling.

          As stated in our initial response letter of June 17, 2005, we believe
          that the Spin Forge operating business rather than the manufacturing
          equipment and tooling constitutes the long-lived asset or disposal
          group. Perhaps the most critical assets of the Spin Forge business
          (please refer to Exhibit A to this letter for excerpts from EITF 98-3
          regarding the definition of a business), and those for which we
          received no direct purchase price consideration, are the three
          customer programs mentioned in the first paragraph of this response
          and the technical knowledge and experience of the Spin Forge employees
          with respect to the production requirements of these programs. All
          Spin Forge employees became employees of Aerojet on the acquisition
          date. The Spin Forge real estate option and sublease are not
          considered material strategic assets of the Spin Forge operating
          business as further discussed below. Accordingly, we applied the six
          criteria of paragraph 30 of SFAS 144 to the Spin Forge business taken
          as a whole and not to the equipment lease or sublease individually. We
          believe that our initial response demonstrated that the Spin Forge
          divestiture transaction met these six criteria and we continue to
          believe this to be the case. We also believe that, when one views the
          Spin Forge operating business as the long-lived asset or disposal
          group, the Spin Forge operations are properly presented as
          discontinued operations since we have effectively eliminated its
          operations and cash flows from our ongoing operations and have no
          significant continuing involvement in the operations of Spin Forge. We
          have no day-to-day control over the operating assets of the business
          and have no interaction with or the ability to influence customers,
          suppliers and employees.

          Strong support for our position to report Spin Forge as discontinued
          operations can be found in EITF 3-13, which specifically addresses how
          the conditions of paragraph 42 of SFAS 144 should be applied in
          determining whether to report discontinued operations. EITF 3-13
          contains a detailed discussion of two issues:

               Issue 1 - How an ongoing entity should evaluate whether the
               operations and cash flows of a disposed component have been or
               will be eliminated from the ongoing operations of the entity; and

               Issue 2- The types of continuing involvement that constitute
               significant continuing involvement in the operations of the
               disposed segment.

          After reviewing the discussion of the foregoing issues and related
          examples that are contained in EITF 3-13 and applying them to the Spin
          Forge divestment transaction, we believe that the Spin Forge
          transaction clearly satisfies guidance provided in EITF 3-13.
          Specifically, with respect to Issue 1, EITF 3-13 paragraph 4 states
          that "if all continuing cash flows are indirect, the cash flows are
          considered to be eliminated and the component meets the paragraph 42a
          criterion to be considered a discontinued operation". The only
          remaining cash flows that DMC has with

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          respect to Spin Forge are the payments made and received under the
          real estate lease, sublease and the equipment lease. These cash flows
          are clearly indirect as they do not constitute the "revenue-producing"
          or "cost-generating" activities of the Spin Forge operations. For
          Issue 2, EITF 03-13 paragraph 9 indicates that "continuing involvement
          in the operations of the disposed component provides the ongoing
          entity with the ability to influence the operating and (or) financial
          policies of the disposed component". Since DMC has no ability to
          influence the Spin Forge operations, it is clear that it does not have
          continuing involvement in the operations of Spin Forge as defined by
          EITF 03-13. We also refer you to Exhibit A to this letter for excerpts
          from Appendix A to SFAS 144 for examples that we believe further
          support our position of accounting for Spin Forge as discontinued
          operations.

          Aerojet's option to acquire DMC's bargain purchase option on the Spin
          Forge real estate was covered under the terms of a separate option
          agreement between Aerojet and DMC. The terms of the option required
          (a) the two parties to negotiate in good faith to reach agreement upon
          the type and amount of the purchase consideration no later than
          December 15, 2004 and (b) Aerojet to exercise its option on or before
          August 1, 2005. If either of criteria was not satisfied by the
          specified dates, the option agreement was to automatically terminate.
          While the terms of the option agreement, sublease and equipment lease
          were negotiated under the assumption that Aerojet would likely
          exercise the option of the real estate, Aerojet made no effort to
          negotiate the type and amount of purchase consideration prior to the
          December 15 deadline. Consequently, the option agreement has been
          terminated and DMC has engaged the services of a commercial real
          estate broker to assist us in the marketing and sale of the Spin Forge
          real estate. However, because the Aerojet sublease does not expire
          until January 1, 2007, the terms of the option agreement between DMC
          and the property owner were revised on the September 17, 2004 closing
          of the Spin Forge divestiture transaction such that DMC cannot
          exercise its option and close on the sale of the real estate to a
          third party until the November 1, 2006 through January 31, 2007 time
          period. Since DMC first made a decision to divest of the Spin Forge
          business, it has been and remains our intent to either transfer our
          real estate option to a third party or to exercise our bargain
          purchase option at the earliest possible date and simultaneously sell
          the real estate.

          In your additional comments, you make the statement that "it does not
          appear that you have disposed of your Spin Forge Division since you
          retain the majority of the assets on your books". In making this
          statement, the capital lease asset relating to the Spin Forge real
          estate in the amount of $2,880,000 is included in the asset base. As
          disclosed in Note 8, during 2004 the Company determined that the
          accounting treatment of the Spin Forge real estate lease, which had
          been accounted for as an operating lease since the inception of the
          lease in March of 1998, should have been changed to capital lease
          accounting in 2003 due to an increase in the value of the underlying
          property which made the Company's purchase option a bargain purchase
          option. Accordingly, we restated our

<PAGE>

          December 31, 2003 consolidated balance sheet to add a capital lease
          asset of $2,880,000 and an offsetting capital lease obligation of the
          same amount under assets of discontinued operations and liabilities of
          discontinued operations, respectively. Thus, the net asset value of
          the real estate is zero. It is important to note that the real estate
          appraisal that we relied upon in determining that we held a bargain
          purchase option determined that the highest and best use of the Spin
          Forge property was as land held for redevelopment. The asset that DMC
          holds is an option to purchase the real estate, not the real estate
          itself, whose value can only be realized when the Spin Forge property
          is vacated. We do not yet know the market value of our real estate
          option, but the carrying value on our books is zero. We do not
          consider the real estate option, lease and sublease to be material
          operating assets of the Spin Forge business.

          With respect to the equipment lease, we continue to view the lease as
          a financing transaction. In order to continue future production on the
          three principal Spin Forge programs, Aerojet will be required to
          either purchase the leased manufacturing equipment and tooling or
          replace the equipment and tooling. Aerojet has recently expressed an
          interest in acquiring a major portion of the Spin Forge equipment and
          tooling from DMC and has asked us if we are willing to finance such a
          purchase. At the time that we sold the Spin Forge business to Aerojet
          and entered into the lease agreement, we believed that Aerojet would
          either (1) purchase all of the lease equipment and tooling as they
          would be required to do if they exercised the real estate option, (2)
          extend the lease for a full eight years allowing DMC to recover the
          full value of its investment over this time period, or (3) purchase
          the majority of the equipment and tooling and relocate such purchased
          equipment to a new location. It is important to note that Aerojet is
          responsible for all maintenance, taxes, insurance and other opera