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SEC Response Letter

 September 25, 2015

By EDGAR

 Jay Ingram

Legal Branch Chief

 Office of Manufacturing and Construction

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

Re:
Synalloy Corporation

 Amendment No. 1 to Registration Statement on Form S-3

 Filed August 19, 2015

File No. 333-204850

Form 10-K for Fiscal Year Ended January 3, 2015

Filed March 17, 2015

File No. 000-19687

Form 10-Q for Fiscal Quarter Ended July 4, 2015

Filed August 11, 2015

File No. 000-19687

 Dear Mr. Ingram:

 In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated August 28, 2015 with regard to the above-referenced Amendment No. 1 to Registration Statement on Form S-3 and the above-referenced Form 10-K (“Form 10-K”) and Form 10-Q (“Form 10-Q”) of
Synalloy Corporation (the “Company” or “Synalloy”), we submit on behalf of the Company the following supplemental responses.

Synalloy Corporation Form 10-K for Fiscal Year Ended January 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 18

 E-mail: scott.richter@leclairryan.com

Direct Phone: 804.343.4079

Direct Fax: 804.783.7621

 919 East Main Street, 24th Floor

Richmond, Virginia 23219

 Phone:
804.783.2003 \ Fax: 804.783.2294

 CALIFORNIA \ COLORADO \ CONNECTICUT \ GEORGIA \ MARYLAND \ MASSACHUSETTS \ MICHIGAN

NEVADA \ NEW JERSEY \ NEW YORK \ PENNSYLVANIA \ TEXAS \ VIRGINIA \ WASHINGTON, DC

ATTORNEYS AT LAW \ WWW.LECLAIRRYAN.COM

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 2

 Goodwill, page 19

1.
We note your response to comment 5 in our letter dated July 6, 2015 that you have two reporting units which are comprised of your two reportable segments “Metals” and “Specialty Chemicals”.
We further note that from your response to comment 14 that you have 5 operating segments of which BRISMET, Palmer and Specialty Pipe & Tube are aggregated into the Metals reportable segment and CRI Tolling and Manufacturers Chemicals are
aggregated into the Specialty Chemicals reportable segment. ASC 350 defines a reporting unit as an operating segment or one level below an operating segment and allows for aggregation at the component level below an operating segment to the extent
similar. As such, an operating segment is the highest level within an entity that can be a reporting unit. Please identify for us your reporting units in accordance with this definition as well as the guidance set forth in ASC 350-30-33. Please
perform your goodwill impairment analysis based on your appropriately identified reporting units. Please tell us the amount of headroom between the fair value and the carrying value for each newly identified reporting unit.

Response: In response to the Staff’s comment, while we referenced operating segments in our initial response, we would like to
clarify that the Company had historically concluded that it has two reportable segments, which were also concluded to be operating segments and the appropriate level at which to perform its goodwill impairment testing. Comprising the Company’s
historical reporting and operating segments are three components in the Metals reportable segment (i.e. Bristol Metals, LLC, “BRISMET”, Palmer of Texas Tanks, Inc., “Palmer” and Specialty Pipe and Tube, Inc. “SPT”) and
two components in the Specialty Chemicals reportable segment (i.e. CRI Tolling, LLC, “CRI” and Manufacturers Chemicals, LLC, “MC”). This conclusion was based on the fact that the chief operating decision maker (the
“CODM”) of the Company assesses operating performance and makes decisions about resource allocation at those levels rather than at the component level. As a result of our reconsideration of the definitions and guidance set forth in
Accounting Standard Codification (“ASC”) 350, and further consideration by management of the information available to the CODM, we have concluded that we will redefine the historical components within our two reportable segments as
operating segments for purposes of our goodwill impairment testing.

 In light of this conclusion, we have further considered the potential
for impairment if the goodwill impairment analysis were to have been conducted at the operating segment level. In doing so, we considered the following:

•

the Company has three operating segments with goodwill specifically identifiable to their respective balance sheets as a result of the Company’s acquisitions, with Palmer having the largest balance of goodwill at
$15.9 million, followed by MC with $1.4 million, and SPT with $1.3 million;

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 3

•

Goodwill associated with Palmer represents 86% of the Company’s total goodwill balance. Given the significance of the Palmer component’s goodwill balance as of the date of our 2014 annual impairment
assessment, we performed a step one analysis including use of a third party valuation firm to assist with the determination of the newly defined operating segment’s fair value based on annual assessments performed for 2014 and 2013, the full
years Palmer has been owned by Synalloy. As a result of this analysis, headroom equaling approximately $8.0 million (or 24%) and $13.4 million (or 40%) in excess of net book value was present as of the respective assessment dates for those two
years;

•

MC represents an insignificant balance of goodwill and generates over $6 million of cash flow annually. As such, we did not perform a component level unaudited assessment at this time; and

•

SPT was acquired in November 2014 from a third party, which represents a recent acquisition date, and a date after the annual impairment assessment date for 2014. The goodwill associated with SPT will be included in the
Company’s annual impairment assessment as of September 26, 2015.

 Based on these facts and circumstances, goodwill
impairment would not have been indicated, even when measured at the new operating segment designations. We will conduct our goodwill impairment testing based on the updated operating segment designations prospectively and modify our disclosures
accordingly.

 Results of Operations, pages 21-25

2.
We note your response to comment 7 in our letter dated July 6, 2015 as well as your response to comment 14, which indicates that your business units are operating segments. Please tell us what consideration was
given to discussing U.S. GAAP results and measures related to your operating segments to the extent those operations are material and impact significant trends of your reportable segments. With reference to Section I.B and III.B.1 of SEC Release
33-8350, please tell us what consideration you gave to presenting this information in MD&A.

 Response: In
response to the Staff’s comment, our intention has been to provide information in our financial statements and reports filed with the Commission sufficient for readers to understand material impacts of the operating segments that are considered
important to the CODM within the context of our historical management’s discussion and analysis (“MD&A”). Examples of such disclosures are:

•

Storage tank sales decreased 40% and 29% for the second quarter and first six months of 2015, respectively, when compared to the same periods of the prior year. The decrease in storage tank sales for the second quarter
and first six months of 2015 when compared to the same periods of 2014 resulted from a fire occurring at the storage tank facility in late April 2015 combined with a decrease in demand for products due to lower oil prices in 2015. (Refer to Palmer
discussion included in the Second Quarter 2015 Form 10-Q MD&A)

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 4

•

Incremental sales of pipe and tube products attributable to the Company’s November 21, 2014 acquisition of SPT, accounted for sales of $4,385,000 and $10,646,000 in the three and six month sales results for
2015, respectively. (Refer to SPT discussion included in the Second Quarter 2015 Form 10-Q MD&A)

•

As a result of a continued drop in nickel prices during 2015, the Company experienced inventory losses of approximately $2,322,000 and $3,117,000 for the second quarter and first six months of 2015, respectively,
compared to inventory losses of approximately $60,000 and $697,000, respectively, for the same periods of 2014. (Refer to BRISMET discussion included in the Second Quarter 2015 Form 10-Q MD&A)

•

Sales and operating income for 2013 were significantly affected by the low margin Bechtel nuclear project, which was completed in 2013. The facility successfully converted that effort to higher margin products in 2014.
(Refer to BRISMET discussion included in the 2014 Form 10-K MD&A)

•

A shortfall in storage tank sales in 2014, mainly in the fourth quarter, due to severe winter weather in West Texas which prevented the delivery and installation of several tank batteries. Also, there were fewer salt
water disposal projects for our storage tank facility in 2014. (Refer to Palmer discussion included in the 2014 Form 10-K MD&A)

Note 1: Summary of Significant Accounting Policies, page 32

Revenue Recognition

3.
We note from your response to comment 10 in our letter dated July 6, 2015 that CRI has two types of customers, those that provide the raw material to CRI for processing and those that CRI purchases the raw
materials on the customer’s behalf. We therefore have the following additional comments regarding your accounting and presentation of CRI Tolling’s services:

•

Tell us how you evaluated the criteria under ASC 605-45 for transactions with the customers that do not provide raw materials to the company. In your response please highlight key terms of your typical
arrangements you considered (for e.g. who bears inventory risk and the pricing).

•

Please clarify, if true, that you have identified revenues generated from activities with customers that provided you with raw material as service revenues. If not, please provide support for your conclusion
that these revenues are generated from product sales in light of the fact that (i) your only obligation is to perform various operations to the customer-provided materials in order to create a pre-defined chemical compound, (ii) you have
no inventory risk, (iii) the tolling price is established and accepted by the customer prior to submitting an order, and (iv) you are not involved in establishing the pricing for the customer furnished inventory.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 5

•

Please quantify the amount of revenue that CRI Tolling has recorded for each set of customers for the three years presented. Furthermore, your response to our comment number 14 indicates that your
Manufacturers Chemical operating segment also provides similar services to CRI. Please quantify those service revenues as well.

•

Please reassess the guidance under Rule 5-03(b)(1) and (2) of Regulation S-X to separately disclose revenue and costs of sales for services in your consolidated statement of operations.

 Response: Both facilities which make up our Specialty Chemicals segment have as their core business philosophy
to be an extension of other chemical manufacturers providing timely, high quality production of the customers’ products. Synalloy does not provide a service. We provide a pre-defined product at an agreed upon price to our customer. Synalloy
defines toll manufacturing as developing an acceptable “recipe” to produce our customer’s proprietary product, which meets all chemical compound and quality requirements. The recipe details the necessary manufacturing process, i.e.
which raw materials are needed, the quantity of each material, which chemical process is to be applied to the material, i.e., mix, react, grind, etc., the temperature that the vessel needs to obtain and the length of time that the material is in the
vessel. The manufacture of non-proprietary or Synalloy proprietary products is defined as contract manufacturing.

 In response to the
first bullet point above, regarding considerations under ASC 605-45, the Company does not supply any form of separate product and service components and we treat all revenue transactions similarly. Manufactured product is billed at the contracted
price, which in a majority of cases includes a component for the cost of materials, but in some cases does not. We do not believe that costs incurred by the customer in those cases where they chose to purchase raw materials should be reflected in
our income statement. While, as described below, from a transaction standpoint, we do have ultimate responsibility for the materials in our possession during manufacture, the cost of those materials never become part of our cost structure under
normal circumstances.

 In response to the second bullet point above, the Company does not believe that it provides only a service when the
customer provides the raw materials due to the following factors, among others:

•

All obligations and procedures are the exact same regardless of who purchases the raw materials. We manufacture to “specification”, whether it is a generic industry specification, a proprietary
specification owned by Synalloy, or a proprietary specification owned by a customer. All of our contracting, bidding, manufacturing, product delivery, etc., are exactly the “same” under all manufacturing agreements.

•

Synalloy has full inventory risk from the time the material is received until the time we deliver fully manufactured product, such as risk of loss through extraordinary events (fire, theft, etc.) or through
faulty manufacture (excess scrap, poor quality, etc.). We are responsible to deliver finished product or need to “replace” all inventory in kind or value. The only difference is that the customer has taken on the “working
capital” investment of the inventory cost.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 6

•

The tolling price is established and accepted by the customer prior to submitting an order, similar to the orders priced under a full value bid for materials where we incur the cost of acquiring the materials. Customers
know the full price of delivered product prior to accepting an order.

•

Material costs are the product of market competitive dynamics, so whether the customer is providing the materials, or we are, the ultimate cost of the material is similar under both business models.

In response to the third bullet point above, statistics for the past three fiscal years for revenues within the Specialty Chemicals segment
are as follows:

•

Historically, toll manufacturing comprises a majority of Specialty Chemicals revenues (72%, 71% and 70% for 2014, 2013 and 2012, respectively), primarily due to the fact that large chemical manufacturers, with a large
portfolio of proprietary formulations, represent a significant portion of the customer population. Pursuant to the stated Company position that both toll manufactured and contract manufactured products represent similar transactions, regardless of
who provides the material, we do not classify any portion of revenue as service revenue.

•

We believe it is irrelevant to Synalloy’s operations as to who purchases the raw materials. It is always Synalloy’s preference to purchase all raw materials. This allows the Company to shop for the best price
possible and to make sure an adequate supply is on hand to support production schedules. However, in certain instances it is the customer’s preference to purchase the raw materials. Historically, that has translated into Synalloy providing the
raw materials for the majority of the Specialty Chemicals shipped pounds (70%, 76%