SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
July 14, 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 response letter dated June 22, 2009 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Definitive Proxy Statement

 Short-Term Incentive Compensation, page 9

1. We note your response to comment 10 in our letter date June 1, 2009.  For each
named executive officer please quantify fo r us, with a view towards future
disclosure, the measurable business metr ics linked to your performance that was
used by the CEO and the Committee in the determination of the 2008 awards. Please also clarify the following in your response:
• Explain in greater detail (and quantif y) how you calculated the applicable
unit’s incentive pool by an amount e qual to 10% of th e unit’s operating
income in excess of a threshold of 10% return on average shareholders’ equity
employed in that business unit.
• Explain how you determined to awar d Mr. Boling 45.5% of the Metals
Segment’s incentive pool.

Mr. Gregory M. Bowie
Synalloy Corporation July 14, 2009 Page 2
• For Mr. Braam, explain in greater deta il how his bonus was calculated (i.e.,
describe how you calculated 5% of net ea rnings before income taxes in excess
of 10% of average stockholders' equity and quantify these amounts).
• Describe in greater detail  the various considerations , including the Company's
financial results, compensation of othe r executive officers and an evaluation
of their job performance us ed to calculate the discre tionary cash bonuses paid
to Mr. Bowie and Ms. Carter.
 Long-Term Incentive Compensation, page 10

2. We note your response to comment 11 in our letter date June 1, 2009. Please tell
us, with a view toward future disclo sure, how you determined the $400,000 value
of the stock available to be awarded for performance for the 2008 awards.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
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