SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
June 1, 2009

Mr. Gregory M. Bowie Synalloy Corporation 2144 West Croft Circle Spartanburg, South Carolina 29302
 RE: Synalloy Corporation
Form 10-K for the fiscal year ended January 3, 2009
  Filed March 17, 2009
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 January 3, 2009

 Critical Accounting Policies and Estimates, page 13

1. With a view towards future disclosure, pl ease provide us with a more specific and
comprehensive discussion of your impairment  policy for long-lived assets.  In this
regard, please include a qualitative and quantitative description of the material assumptions used in your impairment analys is and a sensitivity analysis of those
assumptions based upon reasonably li kely changes. Reference SFAS 144.

Mr. Gregory M. Bowie
Synalloy Corporation June 1, 2009 Page 2
2. In the interest of providing readers w ith better insight into management’s
judgments in accounting for goodwill, please provide us, and disclose in future filings, the following:
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes.
• How the assumptions and methodologies used for valuing goodwill in the
current year have changed since the prio r year highlighting the impact of any
changes.
• A more specific and comprehensive discussion regarding how you have
considered decreases in your mark et capitalization in your impairment
analysis.
 Liquidity and Capital Resources, page 14

3. Please revise future filings to include a more specific and comprehensive
discussion of the terms of the significant covenants within your debt agreements.
In addition, if you believe that it is re asonably likely that you will not meet any
significant debt covenant, please revise futu re filings to also present, for your
most significant covenants, your actual ra tios and other actual  amounts versus the
minimum/maximum ratios/amounts permitted as of each reporting date.  Such presentation will allow an investor to  easily understand your current status in
meeting your financial covenants.

Signatures, page 43

4. In future filings, please ensure that the Form 10-K is also signed by the
company’s controller or pr incipal accounting officer, whose title should be shown
on the signature page.

Index to Exhibits, page 44
Exhibit 21
5. For disclosure of subsidiari es of the registrant, you incorporate by “reference to
the Form 10-K for the year ended January  3, 2009.”  In future filings, please
revise to file the Exhibit 21 or identify the location of the required information.

Exhibit 31
6. Since the Chief Executive Officer and the Chief Financial Officer filed separate
certifications as required by the Securities  Exchange Act Rule 13a-14(a), in future
filings, the Exhibit Index s hould identify each certifica tion, i.e. Exhibit 31.1 and
Exhibit 31.2.

Mr. Gregory M. Bowie
Synalloy Corporation June 1, 2009 Page 3   Definitive Proxy Statement

 Security Ownership of Management, page 4

7. We note in your footnote disclosure th at common stock shown in the table
includes amounts that are subject to curren tly exercisable options.  Item 403 of
Regulation S-K and Rule 13d-3(d)(1) require  that the table in clude shares of
common stock that beneficial owners have a right to acquire within sixty days.  In
future filings, please revise your footnote disclosure according.

Compensation Discussion and Analysis
Base Compensation, page 9
8. We note that base salaries are set in re lation to a range defined by your peers of
comparable size and in related industries.  Your disclosure seems to indicate that
you have engaged in benchmarking of total compensation or material elements of
compensation.  In that regard, please iden tify the companies in your peer group in
future filings.
9. We note your disclosure that the company’ s base salaries are set toward the low
end of a range defined by your peers of co mparable size and in related industries.
In future filings, please disclose where actual payments fell within targeted
parameters.  To the extent actual comp ensation was outside the targeted range,
please explain why.

Short-Term Incentive Compensation, page 9
10. We note your disclosure that the compa ny’s cash incentive compensation is based
on measurable objective performance crit eria, such as operating income and
return on average shareholde rs’ equity.  In future f ilings, please identify and
quantify both the goals and returns u pon which the named executive officers’
compensation is based.

Long-term Incentive Compensation, page 10
11. Although you have disclosed the specific  items of performance on which long-
term incentive awards are based, you have not  disclosed the actual or target levels
for the named executive officers.  In future filings, please describe in greater detail how the compensation committee dete rmined the number of shares awarded
to each named executive officer.

*    *    *    *

Mr. Gregory M. Bowie
Synalloy Corporation June 1, 2009 Page 4     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.

If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3768.  Please contact Dorine Miller,
Financial Analyst, at (202) 551-3711 or, in her absence, Brigitte Lippmann, Staff
Attorney, at (202) 551-3713 with any other questions.

         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