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      SYNALLOY
CORPORATION

      July 24,
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 follow-up letter dated
July 14, 2009 regarding the filings listed above.  As a preliminary
matter, please note that we have determined that, as of July 4, 2009, the last
day of our most recent second fiscal quarter, our public float, as calculated
pursuant to 17 C.F.R. 229.10(f)(1) was less than $50 million. Accordingly, we
will be a smaller reporting company pursuant to 17 C.F.R. 229.10(f)(2)(iii), and
eligible to use the scaled disclosure available to smaller reporting companies
with respect to our 2010 proxy statement and other 1934 Act filings. The
additional information you have requested relates to our 2009 Compensation
Discussion and Analysis. As a smaller reporting company, we will not be required
to provide a CD&A in our 2010 proxy statement, and the same level of
disclosure you have requested may not be required pursuant to 12 C.F.R.
229.402(o). Consequently, our response is limited to answering your inquiries
and is not necessarily indicative of the disclosure we will make in future
filings. For the same reason, we also may determine not to provide all of the
additional disclosure provided in our June 22, 2009 responses to your June 1,
2009 comment letter in our future filings.

      Definitive Proxy
Statement

      Short-Term Incentive
Compensation, page 9

                1.

                We
      note your response to comment 10 in our letter dated June 1, 2009. For
      each named executive officer please quantify for us, with a view towards
      future disclosure, the measurable business metrics 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 quantify) how you calculated the applicable unit’s
      incentive pool by an amount equal to 10% of the unit’s operating income in
      excess of a threshold of 10% return on average shareholders’ equity
      employed in that business unit.

      Response:
The calculation of the incentive pool from which Mr. Boling received his 2008
incentive compensation is as follows:

                Average
      shareholder's equity for Bristol Metals

              $
              49,068,186

              10
              %

                Calculation
      of 10% threshold

              4,906,819

                Operating
      income of Bristol Metals for 2008

              9,763,421

                Operating
      income less 10% SHE threshold

              4,856,602

              10
              %

                Incentive
      pool

              $
              485,660

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                ·

                Explain
      how you determined to award Mr. Boling 45.5% of the Metals Segment’s
      incentive pool.

      Response:
The calculation of the percentages used to generate Mr. Boling’s 2008 incentive
compensation is as follows:

                Mandatory
      payment as a named participant

                18.7%

                 $         91,061

                Discretionary
      payment as a named participant

                10.0%

                 $         48,566

                Discretionary
      payment from remaining pool

                16.8%

                 $         81,542

                Total
      bonus paid to Boling

                45.5%

                 $       221,169

      The
mandatory payment is determined by taking Mr. Boling’s base salary as a
percentage of the total base salaries of the named participants and multiplying
the percentage by 60% of the incentive pool as required by the incentive
program. The first discretionary payment is subjectively chosen by the CEO but
cannot be greater than 10% of the incentive pool. This discretionary payment can
only be made to one or more of the named participants in the incentive program
as required by the incentive program. The second discretionary payment is also
subjectively chosen by the CEO and is equal to the remaining 30% of the
incentive pool. This discretionary payment can be paid to any of the employees
in the operating unit. The two discretionary payments subjectively chosen by the
CEO are also approved by the Compensation Committee.

                ·

                For
      Mr. Braam, explain in greater detail how his bonus was calculated (i.e.,
      describe how you calculated 5% of net earnings before income taxes in
      excess of 10% of average stockholders’ equity and quantify these
      amounts).

      Response:
The calculation of the incentive paid to Mr. Braam is as follows:

                Average
      shareholders' equity

              $
              61,233,112

              10
              %

                 Calculation
      of 10% threshold

              6,123,311

                 Operating
      income before income taxes

              9,440,771

                 Operating
      income less 10% SHE threshold

              3,317,460

                 Contractual
      percentage

              5
              %

                 Incentive

              $
              165,873

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                ·

                Describe
      in greater detail the various considerations, including the Company’s
      financial results, compensation of other executive officers and an
      evaluation of their job performance used to calculate the discretionary
      cash bonuses paid to Mr. Bowie and Ms.
Carter.

      Response:  During
the calendar year 2008, Synalloy was
engaged in a number of projects which the Board considered as strategic, and
which required initiative from the CFO and Secretary to advance.  These
projects included the installation of a common Information Technology System
across all business units, a review and evaluation of employee benefits and
programs, and other projects.  The cash bonuses paid to Ms. Carter and Mr.
Bowie were in recognition of their efforts in these and other
areas.

      Long-Term Incentive
Compensation, page 10

                2.

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

      Response:  The
granting of awards under the 2005 Stock Awards Plan begins with a determination
by the Chief Executive Officer and the Compensation & Long-Term Incentive
Committee of the dollar value of the stock available to be awarded for
performance in a given year. In 2006, the Committee arbitrarily chose 45,000
shares at the beginning of the Plan year which resulted in a potential cost
(targeted dollar value) of $1,125,000, based on a share price of $25.00, which
the Committee felt was excessive and not in line with the intended annual cost
of the Plan. The Committee then decided to establish a maximum annual cost for
the targeted dollar value more in line with the Committee’s intentions. As a
result the Committee chose $400,000 as the annual targeted dollar value of the
stock to be awarded each year. The Shareholder approved Plan allows for the
Committee to select a targeted dollar value at its discretion and the $400,000
amount was decided on as providing significant potential rewards for the
recipients without materially impacting the number of shares outstanding or the
shareholders equity of the Company.

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      We
acknowledge that:

                1.

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      our filings;

                2.

                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

                3.

                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.

      Sincerely,

      /s/ Gregory M.
Bowie

      Gregory
M. Bowie
Chief
Financial Officer and

      Principal
Accounting Officer

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