SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
June 22, 2006
  Mr. Gregory M. Bowie Synalloy Corporation 2155 West Croft Circle Spartanburg, SC 29302

 RE: Synalloy Corporation
Form 10-K for the fiscal year ended December 31, 2005
  Filed March 27, 2006
File #0-19687

   Dear Mr. Bowie:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended December 31, 2005

 Consolidated Statements of Cash Flows, page 28

1. Given that you have prepared your stat ement of cash flows using the indirect
method, it is unclear to us why you have reconciled your operating cash flows to net income from continuing operations rath er than your net income.  Reference
paragraph 29 of FAS 95.

Mr. Gregory M. Bowie
Synalloy Corporation June 22, 2006 Page 2   Note A. Summary of Significant Accounting Polcies

Revenue Recognition, page 30
2. With a view towards future disclosure, pl ease tell us why you have classified your
shipping costs as a reduction of revenue in stead of as a component of cost of
sales.  Reference EITF 00-10.

Note B. Special Items, page 32
3. With a view towards future disclosure, please tell us how you are accounting for
the affiliated company in which OP owns 45 percent.
4. With a view towards future disclosure, pl ease tell us how you have classified the
assets related to your Greensboro plant at December 31, 2005, which you plan to sell during the second quarter of 2006.

Note D. Deferred Charges and Other Assets, page 33

5. Please provide us with a comprehensiv e description of how you test your
goodwill balance for impairment in accord ance with FAS 142.  In this regard,
please tell us how you have defined your reporting units.  In addition, please tell
us what consideration you gave to your  discontinued operations in determining
that your goodwill balance was not impaired.
6. With a view towards future disclosure, pl ease tell us how you have allocated your
goodwill balance to your reportable segmen ts.  Reference paragraph 45 of FAS
142.

Note J. Stock Options, page 37
7. In future filings please ensure that your disclosures comply with the requirements
outlined in paragraph A240 of FAS 123(R).  In this regard, please ensure that you
disclose the weighted average exercise pr ice of options that have been cancelled
or have expired.
8. With a view towards future disclosure, please tell us how you determined that
your decision to accelerate the vestin g of your options did not result in
compensation cost.  In this regard, please tell us how you considered the fact that
it appears that these options are “in the money”.  Reference paragraphs 32-37 of
FIN 44.  In addition, please tell us and re vise future filings to disclose why you
elected to modify the terms of these options.

Mr. Gregory M. Bowie
Synalloy Corporation June 22, 2006 Page 3   Note K Income Taxes, page 39

9. Given your retained earnings balance,  please clarify for us how you have
generated such a sign ificant net operating loss carryfo rward in South Carolina.

Form 10-Q/A for the period ended April 1, 2006
Item 4. Controls and Procedures, page 11
10. We note that your Chief Executive Officer and Chief Financial Officer concluded
that the effectiveness of your  disclosure controls and procedures was adequate.
However, your conclusion should be that you r disclosure controls and procedures
are either effective or ineffective.  Give n this, please tell us, and revise future
filings to clarify, that your Chief Execu tive Officer and Chief Financial Officer
still conclude that, at Ap ril 1, 2006, that your disclosure  controls and procedures
were effective.  See Exchange Act Rule 13a-15(e).

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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 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 their
filings;
• 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.

Mr. Gregory M. Bowie
Synalloy Corporation June 22, 2006 Page 4

If you have any questions regarding these co mments, please direct them to Tricia
Armelin, Staff Accountant, at (202) 551-3747 or, in her absen ce, to the undersigned at
(202) 551-3768.
.
         S i n c e r e l y ,             John Cash        A c c o u n t i n g  B r a n c h  C h i e f