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    SYNALLOY
CORPORATION

    June 22,
2009

    Ms.
Tricia Armelin

    Staff
Accountant

    Mail Stop
7010

    Division
of Corporate Finance

    United
States Securities and Exchange Commission

    Washington,
D.C.  20549-3561

    Re:          Synalloy
Corporation

    Form 10-K
for Fiscal year Ended January 3, 2009

    Filed March 17, 2009

    File No. 0-19687

    Dear Ms.
Armelin:

    This
letter addresses our responses to the comments in your letter dated June 1, 2009
regarding the filings listed above. We will implement changes outlined below in
our future filings assuming you have no further comments based on this
response.

    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, please 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 analysis and a sensitivity analysis of those assumptions based
      upon reasonably likely changes.  Reference SFAS
    144.

    Response:
We will add the following disclosure in our future filings:

    In
accordance with SFAS No. 144, “Accounting for the Impairment of Long-Lived
Assets” (“SFAS 144”), long-lived assets are reviewed for impairment when events
or changes in circumstances, (also referred to as “triggering events”), indicate
that the carrying value of a long-lived asset or group of assets (the “Assets”)
may no longer be recoverable. Triggering events include: a significant decline
in the market price of the Assets; a significant adverse change in the operating
use or physical condition of the Assets; a significant adverse change in legal
factors or in the business climate impacting the Assets’ value, including
regulatory issues such as environmental actions; the generation by the Assets of
historical cash flow losses combined with projected future cash flow losses; or,
the expectation that the Assets will be sold or disposed of significantly before
the end of the useful life of the Assets. The Company concluded

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    that
there were no indications of impairment requiring further testing during the
year ended January 3, 2009.

    If the
Company concluded that, based on its review of current facts and circumstances,
there were indications of impairment, then testing of the applicable Assets
would be performed in accordance with SFAS 144. The recoverability of the Assets
to be held and used is tested by comparing the carrying amount of the Assets at
the date of the test to the sum of the estimated future undiscounted cash flows
expected to be generated by those Assets over the remaining useful life of the
Assets. In estimating the future undiscounted cash flows, the Company uses
projections of cash flows directly associated with, and which are expected to
arise as a direct result of, the use and eventual disposition of the Assets.
This approach requires significant judgments including the Company’s projected
net cash flows, which are derived using the most recent available estimate for
the reporting unit containing the Assets tested. Several key assumptions would
include periods of operation, projections of product pricing, production levels,
product costs, market supply and demand, and inflation. If it is determined that
the carrying amount of the Assets are not recoverable, an impairment loss would
be calculated equal to the excess of the carrying amount of the Assets over
their fair value. Assets classified as held for sale are recorded at the lower
of their carrying amount or fair value less cost to sell. Assets to be disposed
of other than by sale are classified as held and used until the Assets are
disposed or use has ceased.

              2.

              In
      the interest of providing readers with 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 prior year highlighting the impact of any
      changes.

              •

              A
      more specific and comprehensive discussion regarding how you have
      considered decreases in your market capitalization in your impairment
      analysis.

    Response:
We will add the following disclosure in our future filings:

    The
Company has goodwill of $1,355,000 recorded as part of its acquisition, in 1996,
of Manufacturers Soap and Chemical Company, a reporting unit operating within
the Chemical Segment. In accordance with SFAS No. 142, “Goodwill and Other
Intangible Assets” (“SFAS 142”), goodwill, which represents the excess of
purchase price over fair value of net assets acquired, is to be tested for
impairment at least on an annual basis. The initial step of the goodwill
impairment test involves a comparison of the fair value of the reporting unit in
which the goodwill is recorded, with its carrying amount. If the reporting
unit’s fair value exceeds its carrying value, no impairment loss is recognized
and the second step, which is a calculation of the impairment, is not performed.
However, if the reporting unit’s carrying value exceeds its fair value, an
impairment charge equal to the difference in the carrying value of the goodwill
and the implied fair value of the goodwill is recorded. Implied fair value of
goodwill is

        2

    determined
in the same manner as the amount of goodwill recognized in a business
combination. That is, the fair value of the reporting unit is allocated to the
assets and liabilities of the reporting unit as if it had been acquired in a
business combination. The excess of the fair value of the reporting unit over
the amounts allocated to assets and liabilities is the implied fair value of
goodwill.  In making our determination of fair value of the reporting
unit, we rely on the discounted cash flow method. This method uses projections
of cash flows from the reporting unit. This approach requires significant
judgments including the Company’s projected net cash flows, the weighted average
cost of capital (“WACC”) used to discount the cash flows and terminal value
assumptions. We derive these assumptions used in our testing from several
sources. Many of these assumptions are derived from our internal budgets, which
would include existing sales data based on current product lines and assumed
production levels, manufacturing costs and product pricing. We believe that our
internal forecasts are consistent with those that would be used by a potential
buyer in valuing our reporting units. The WACC rate is based on an average of
the capital structure, cost of capital and inherent business risk profiles of
the Company. The assumptions used in our valuation are interrelated. The
continuing degree of interrelationship of these assumptions is, in and of itself
a significant assumption. Because of the interrelationships among the
assumptions, we do not believe it would be meaningful to provide a sensitivity
analysis on any of the individual assumptions. However, one key assumption in
our valuation model is the WACC. If the WACC, which is used to discount the
projected cash flows, were higher, the measure of the fair value of the net
assets of the reporting unit would decrease. Conversely, if the WACC were lower,
the measure of the fair value of the net assets of the reporting unit would
increase. If our estimate of the WACC used in the Company’s 2008 annual test for
impairment were to increase by 50 basis points, the estimated fair value of the
reporting unit would decrease by more than 12% (however it would still continue
to exceed the carrying value amount). If the WACC decreased by 50 basis points,
the estimated fair value of the reporting unit would increase by more than 15%.
Changes in any of the Company’s other estimates could also have a material
effect on the estimated future undiscounted cash flows expected to be generated
by the reporting unit’s assets.

    Based on
the closing price of the Company’s common stock at January 3, 2009, the
aggregate market value (calculated using the relevant shares outstanding and the
closing stock price) was significantly below the consolidated book value of the
Company at January 3, 2009, indicating the possibility of impairment. We believe
that the low market value of the Company resulted from a combination of factors.
Factors not directly related to the Company included the significant declines
across all of the financial markets, the significant downturn in the overall
economy, and the negative impact from issues existing in the financial sector.
Factors more directly related to the Company included the poor economic
conditions within the Company’s markets, coupled with the Metals Segment’s
experiencing sharp declines in stainless steel pricing which negatively impacted
profitability over the last 6 months of 2008 (as discussed under Risk Factors
and in the MD&A-Comparisons of 2008 to 2007–Metals Segment). As a result, we
believe the decline in our market capitalization was more significantly impacted
by our Metals Segment than in our Chemicals Segment, which is where all of the
Company’s goodwill is recorded. As an additional exercise to validate our
assumptions, we estimated the

        3

    total
fair value of each of the reporting units comprising our two reportable segments
and aggregated the fair values for comparison to the Company’s total market
capitalization. The exercise of reconciling the market capitalization to the two
computed fair values validated that our reporting unit fair values were
reasonable.

    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 reasonably
      likely that you will not meet any significant debt covenant, please revise
      future filings to also present, for your most significant covenants, your
      actual ratios 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.

    Response:
We will expand the discussion of the covenant requirements of our debt
agreements by adding the required ratios in future filings. We will also provide
discussions and comparisons to actual levels when we either are not in
compliance, or we anticipate we will not be in compliance, with any of our debt
covenants.

    Signatures, page
43

              4.

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

    Response:
Our principal accounting officer is also our Chief Financial Officer so we will
identify him as the principal accounting officer in future filings.

    Index to Exhibits, page
44

    Exhibit
21

              5.

              For
      disclosure of subsidiaries 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 the file the Exhibit
      21 or identify the location of the required
  information.

    Response:
We will include an Exhibit 21 listing our subsidiaries in future filings or
identify the location of the requested 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 should identify each certification,
      i.e. Exhibit 31.1 and Exhibit 31.2.

    Response:
We will identify each certification as a separate Exhibit number in future
filings.

        4

    Definitive Proxy
Statement

    Security Ownership of
Management, page 4

              7.

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

    Response:
The shares shown in the table do include those exercisable within 60 days. We
will expand the applicable references below the table to read “includes
exercisable options to purchase # shares of common stock that beneficial owners
have a right to acquire within sixty days” in future filings.

    Compensation Discussion and
Analysis

    Base Compensation, page
9

              8.

              We
      note that base salaries are set in relation 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 identify the
      companies in your peer group in future
filings.

    Response:  The
“Base Compensation” section to which your comment refers may have been somewhat
inartfully worded.  We do not engage in benchmarking.  In
order to better discharge their responsibilities, the members of our
Compensation Committee, individually, spend a significant amount of time
reviewing executive compensation information in proxy statements of various
other public companies, including those in which they are
shareholders.  They also review various publications and surveys that
contain information about executive compensation for manufacturing
companies.  They discuss their collective knowledge and recollection
of the information they have reviewed as part of the process of setting
executive compensation.   The process is informal and does not
rely upon any companies in particular, but the members of the Committee do
recognize that manufacturers of comparable size and those that are engaged in
similar lines of business provide more meaningful
comparisons.  Because the Company is relatively small and is engaged
in a variety of diverse and highly specialized business activities, there are
few companies with which direct comparisons are possible, and many of those are
foreign or privately held so that compensation information is not publicly
available.  Nevertheless, the Committee feels its process justifies
characterizing executive base compensation as being in the lower range of
similarly situated companies.

    The
Corporate Secretary’s base compensation is set with reference to surveys
prepared by the American Society of Corporate Secretaries and Governance
Professionals, and is in the low range of the survey data.

        5

    We will
revise our disclosure about base compensation in future filings to clarify our
process further.  If we do engage in formal benchmarking in the
future, we will identify the companies against which we benchmark.

              9.

              We
      note your disclosure that the company’s base salaries are set toward the
      low end range defined by your peers of comparable size and in related
      industries. In future f