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August 30, 2004

Via Facsimile (504) 569-7001 and U.S. Mail

Charles Snyder
Milling Benson Woodward L.L.P.
909 Poydras Street, Suite 2300
New Orleans, Louisiana 70130

RE:	Avoca, Incorporated
	Schedule 13E-3 filed August 13, 2004
	File no. 5-32043

	Preliminary Schedule 14A filed August 16, 2004
	File no. 0-9219

Dear Mr. Snyder:

We have the following comments on the above-referenced filings.

Schedule 13E-3

1. We note that you identify Avoca as the only filing person.  Please
advise us why you believe that each of the "management-related
Stockholders" should not be added as filing persons on the Schedule
13E-3, as they appear to be affiliates engaged in this going private
transaction.  In particular, we note that these individuals will be in
a position of control of the company following the reverse stock
split.  For help in making this determination, please review Section
II.D.3 of our Current Issues Outline, publicly available at our
website at www.sec.gov.

Alternatively, revise to include these persons as filing persons on
the Schedule 13E-3.  Please note that each new filing person must
individually comply with the filing, dissemination and disclosure
requirements of Schedule 13E-3.  Therefore, you will need to revise
the disclosure to include all of the information required by Schedule
13E-3 and its instructions for any filing persons added in response to
this comment.  For example, include a statement as to whether each
person believes the Rule 13e-3 transaction to be fair to unaffiliated
security holders and an analysis of the material factors upon which
they relied in reaching such a conclusion.  See Item 8 of Schedule
13E-3, Item 1014 of Regulation M-A and Question and Answer No. 5 of
Exchange Act Release No. 34-17719 (April 13, 1981).

2. Expand your disclosure in response to Item 9 to clarify that you
will make the Merrick and Collarini reports available in accordance
with Item 1015(c) of Regulation M-A.  Also ensure that the proxy
statement contains the disclosure provided in response to Item 1015(c)
as required by Instruction E to Schedule 13E-3, which states that any
responses to Items 7, 8 and 9 of Schedule 13E-3 must be provided in
full in the disclosure document provided to security holders, even if
the response is negative or not applicable.

Schedule 14A

3. Please revise to indicate that the proxy statement and form of
proxy card are preliminary copies.  Refer to Rule 14a-6(e)(1).

4. Please expand the legend required by Rule 13e-3(e)(1)(iii) to make
clear that any representation to the contrary to the legend is a
criminal offense.

5. Revise all the disclosures regarding fairness of the transaction
throughout the document to separately address fairness to unaffiliated
shareholders who will retain their interest in the company from those
who will not.  See Question and Answer #19 in Exchange Act Release No.
34-17719.  When discussing fairness you should discuss positions on
both substantive and procedural basis.

6. Please revise the Proxy Statement to include a table of contents
prior to the Special Factors sections.

7. File all written materials provided to the Board by Chaffe &
Associate, Merrick and Collarini as exhibits pursuant to Item 1016(c)
of Regulation M-A, or advise us why the reports are not material to
the Rule 13e-3 transaction.  In addition, provide us on a supplemental
basis with any materials used to present information to the Board such
as board books, slides, etc.

Introduction, page 3

8. We reference your statement that proxies may be solicited by mail,
telephone, telegraph, the Internet or in person.  Advise us of the
means by which you intend to solicit via the Internet, such as
Internet chat rooms or postings on web sites.  In addition, we remind
you that all written soliciting materials, including any scripts to be
used in soliciting proxies over the telephone, e-mail correspondence
and information posted on the Internet must be filed under the cover
of Schedule 14A.  Refer to Rule 14a-6(b) and (c).  Please confirm your
understanding.

Approval of Amendment to Avoca`s Charter to effect a reverse stock
split of Avoca`s Common Stock, page 5

Summary Term Sheet, page 5

9. Please revise the summary term so that it appears in bullet point
format.  See Item 1001 of Regulation M-A.

10. Include bulleted disclosure highlighting the potential
disadvantages of the reverse stock split.

11. Clarify what you mean by the "passive nature of our operations"
appearing on page 6 and why this factor contributed to the Board`s
decision to take the company private.

12. Revise the statement regarding likelihood of approval on the
bottom of page 6 to state that you cannot provide assurance regarding
the outcome of the vote.

Special Factors, page 8

		Introduction, page 8

13. We note your statement that the split "will become effective on
such date as may be determined by the Board."  Supplementally explain
how long the split may be delayed after shareholder approval has been
received.

Background, Purpose Structure and Effect of the Split Transaction,
page 10

	Purpose and Reasons for the Split Transaction page 10

14. Expand your discussion of the background of the reverse stock
split to describe all meetings, negotiations, contacts, etc., among
board members, executive officers and management.  Identify the
participants in and initiator of each negotiation or contact, and
revise your discussion of those meetings to provide the reader with
more of a sense of the content of those discussions.  Please revise to
address the following examples, which is not intended to be an
exhaustive list:

* indicate when the Board began to consider its alternatives;
* disclose who first proposed the possibility of going private and
when this occurred;
* explain how the reverse stock split ratio was determined.  In this
regard, please also explain whether you considered using an
alternative ratio that would have enabled some unaffiliated
shareholders to retain an ownership interest in your company while
still sufficiently reducing the total number of shareholders so that
you may seek to terminate your Exchange Act reporting obligations;
* address how you arrived at the $28 per share cash-out price; and
* disclose how and when the "management related stockholders"
indicated their intent to vote in favor of the reverse stock split.

15. Given that several of the factors you list as contributing to the
decision to take the company private appear to have existed for
several years and since the Sarbanes-Oxley Act was enacted nearly two
years ago, revise to indicate why you seek to undertake the going
private transaction at this time as opposed to other times in the
company`s operating history.  See Item 1013(c) of Regulation M-A.
Particularly address the timing of the going private transaction in
light of your earlier disclosure of the "historically high prices for
oil and gas."

16. Provide a break down of the $50,000 expected cost savings
associated with SEC reporting obligations, to the extent possible, by
quantifying the savings for each type of expense discussed.  Also
quantify the amount of time management devotes to compliance with the
federal securities laws, to the extent practicable.

17. Please quantify the estimated costs associated with undertaking
the alternative methods of going private discussed.

18. If the Board considered other methods to reduce expenses other
than going private, please discuss the alternatives considered and why
they were ultimately rejected.  See Item 1013(b) of Regulation M-A.
In addition, disclose whether the Board considered the possibility of
a third party buy-out.  If the Board did not consider other such
options, please explain why not.

19. We note your statement that "[a]s part of Avoca`s operational
plans going forward, the Board of directors believes that it is
incumbent to reduce costs as much as possible."  Please expand your
disclosure to discuss these operational plans and explain in greater
detail how they impacted the company`s decision to undertake the
transaction.  In that regard, we note your statement on page 19 that
you plan to continue your operations "as they are currently being
conducted."

20. Please revise to ensure that you include a reasonably thorough
discussion of the detriments of the reverse stock split.  See
Instruction 2 to Item 1013 of Regulation M-A.  For example, one of the
adverse effects of the reverse stock split will be that unaffiliated
shareholders will be required to surrender their shares involuntarily
in exchange for a cash price determined by your Board and that
shareholders will not have the right as a result of the reverse stock
split to liquidate their shares at a time and for a price of their
choosing.  Also revise to discuss that the company will no longer be
subject to the provisions of the Sarbanes-Oxley Act or the liability
provisions of the Exchange Act and that officers of the company will
no longer be required to certify the accuracy of its financial
statements.

Factors Considered by the Board of Directors, page 11

21. We note you anticipate incurring expenses of approximately
$775,000 in cash to complete this transaction and that one of the
primary purposes for engaging in the transaction is the cost savings
of approximately $56,000 per year.  Please explain what consideration
the Board gave to the fact that it will take approximately 14 years to
recoup the value of the initial expense.  In that regard, we note that
assuming the company were able to receive a rate of return of just
over 7% on the $775,000 it will utilize in this transaction, it would
be able defray the annual costs indefinitely.

22. Please disclose what consideration the Board gave to Chaffe`s
determination that the dividend yield analysis resulted in an implied
equity value significantly higher than the per share consideration.

23. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness determination
and should be discussed in considerable detail.  Expand your
discussions of net book value, going concern value and liquidation
value to explain the Board`s methodology.  In addition, revise to
quantify the company`s liquidation value and going concern value on a
per share basis, if known.

24. Disclose all of the financial forecasts that the Board utilized or
provided to Chaffe, Merrick and Collarini.  In addition, disclose and
quantify the material assumptions underlying the forecasts.

25. To the extent the Board did not consider one or more of the
factors listed in Instruction 2 to Item 1014 of Regulation M-A, state
that and explain why the factor(s) were not deemed material or
relevant.  See Question and Answer Nos. 20 and 21 of Exchange Act
Release No. 34-17719.  In this regard, you may indicate that the Board
did not consider previous purchase prices (factor vi) because there
were none.

26. In addition, clarify how the Board reached a conclusion that the
transaction is procedurally fair in the absence of the procedural
safeguards set forth in Item 1014(c), (d) and (e) of Regulation M-A
and the lack of Appraisal Rights.  Address this point in light of the
fact that all the company`s management-related shareholders who will
retain their investment in the company are also the affiliates who
determined to effectuate the reverse stock split, reject other
alternatives and set the price to be paid in lieu of fractional
shares.

Material Federal Income Tax Consequences, page 20

27. Investors are entitled to rely on this discussion.  Accordingly,
delete the statement that this discussion is for "general information
only."

Opinion of Independent Financial Advisor, page 20

28. On a supplemental basis, provide us with a copy of the engagement
letter.

29. Disclose who recommended Chaffe to the Board.

30. Each presentation, discussion, or report held with or presented by
an outside party that is materially related to the Rule 13e-3
transaction, whether oral or written, is a separate report that
requires a reasonably detailed description meeting the requirements of
Item 1015 of Regulation M-A.  Revise to summarize any and all
presentations made by Chaffe during the Board`s evaluation of the
transaction and file any written materials as exhibits pursuant to
Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation M-A, including
any draft or preliminary reports.  For example, summarize Chaffe`s
informal presentation made on June 17, 2004, and the meetings or
discussions with Avoca`s management, officers and principals as
referenced in its opinion letter filed as Appendix B to the proxy
statement.

31. Disclose the ranges presented by Chaffe on June 17 and August 10.

32. In each analysis please disclose the multiples Chaffe utilized.

33. Quantify the "certain federal tax impact or transaction costs "
that Chaffe assumed in connection with its Breakup/Liquidation
Analysis.

34. Disclose the basis under state law for Chaffe`s belief that
shareholders do not have the right to rely on its opinion.

Land and Mineral Appraisals, page 25

35. Discuss the qualifications of the Appraisers in greater detail.
See Item 1015(b)(2) of Regulation M-A.

36. Expand your summaries of the land and mineral appraisals to
include at a minimum a discussion the procedures followed, the
findings and recommendations, the bases for and methods of arriving at
such findings and recommendations, instructions received from Avoca
and any limitation imposed by Avoca on the scope of the investigation.
See Item 1015(b)(6) of Regulation M-A.

Appraisal Rights, page 27

37. We note your statement that shareholders are not entitled to
appraisal rights under applicable state law.  Please revise to briefly
outline any other rights that may be available under applicable law
for security holders who object to the transaction.  Refer to Item
1004(d) of Regulation M-A.

Available Information, page 29

38. We note that you have incorporated by reference the information
required by Item 13 of Schedule 14A.  Please note that the information
required by Item 13(a) may be incorporated by reference to the same
extent as would be permitted by Form S-3 pursuant to Instruction E to
Schedule 14A.  It does not appear that your public float is sufficient
and, therefore, you are probably not eligible to incorporate by
reference pursuant to Item 13(b)(1).  Please advise us if you intend
to rely upon Item 13(b)(2) to incorporate the required information by
reference.  If so, confirm that you will deliver the information
incorporated by reference in the information statement to shareholders
at the same time as you send them the information statement.
Alternatively, revise the Schedule to include the information required
by Item 13(a).

39. If you continue to elect to incorporate the financial information
by reference after reviewing the preceding comment, then provide at
least the summary information required by Item 1010(c) of Regulation
M-A, including the ratio of earnings to fixed charges and book value
per share.  For guidance, see Instruction 1 to Item 13 of Schedule
13E-3.

Other Matters, page 30

40. Rule 14a-4(c)(3) contemplates the use of discretionary authority
only for matters unknown "a reasonable time before the solicitation."
Please revise this paragraph to clarify.  Also revise your proxy card
accordingly.

Closing Information

As appropriate, please revise the proxy statement and Schedule 13E-3
in response to these comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  You should include a
letter responding to each comment, noting the location of the change
in the revised material.  If you believe a comment raised in this
letter is inappropriate or feel that no change is required, indicate
your position and the basis for that position in your response letter.
In the absence of such response, we assu