SecProbe.io

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                  [MILLING BENSON WOODWARD L.L.P. LETTERHEAD]

                              September 27, 2004

Mr. Michael Pressman
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 West Fifth Street, N.W.
Washington, D.C. 20549-0303

         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. Pressman:

         This letter is submitted in response to your letter of August 30, 2004.
We have worked with our client, Avoca, Incorporated, its board of directors and
Chaffe & Associates, Inc., Avoca's financial advisor, in order to provide the
SEC with a detailed and relevant response. We also have contacted Mr. Dennis
Garris of Alston and Bird as to certain aspects of our response. Our response
has been somewhat delayed by the threat of Hurricane Ivan as we previously
advised. We appreciate the assistance and guidance you have provided during the
preparation of our response.

1.        Avoca is presented as the only filing person because we believe that
          none of the "management-related Stockholders" currently possess the
          level of "control" over Avoca that would require them to be added as
          filing persons on the Schedule 13E-3, nor will they attain such
          control as a result of the going private transaction. Further, the
          management-related Stockholders, Whitney National Bank and Hellenic,
          Inc., are not "engaged" in the reverse split pursuant to Rule
          13e-3(b)(2).

          Whitney National Bank currently owns 268,000 of the 830,500 issued and
          outstanding shares of Avoca common stock, or 32.27%. After the reverse
          split, Whitney will own 2680 of the approximately 8100 outstanding
          shares, or approximately 33.09%. Bobby Baird, President and Director
          of Avoca, also serves as Executive Vice President of Whitney. Cleland
          Powell, Secretary/Treasurer and Director of Avoca, also serves as a
          Senior Vice President of Whitney.
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MILLING BENSON WOODWARD L.L.P.

September 27, 2004
Page 2

          Hellenic, Inc. currently owns 72,875 of the 830,500 outstanding shares
          of Avoca common stock. A related company, Capital Management
          Consultants, Inc., owns another 30,954 shares, and Mrs. Scott Tucker
          owns 200 shares. Together, these interests currently own approximately
          12.52% of Avoca's common stock. After the reverse split, these
          interests will collectively own approximately 13.04% of the post-split
          shares. Scott Tucker, Vice President and Director of Avoca, also
          serves as President, CEO and Director of Hellenic, Inc., and CFO and
          Director of Capital Management Consultants, Inc.

          There is no relationship between Whitney National Bank and Hellenic,
          Inc., nor is there any agreement between those entities, or between
          Avoca's Whitney-employed directors and Scott Tucker, to vote together
          on any Avoca matters. The Whitney-employed directors are only two of
          the five Avoca directors, and therefore cannot control the board.

          Whitney's 32.27% ownership interest does entitle it to call Special
          Meetings of the shareholders; however, a quorum may only be
          established by a majority of the common stock. A vote on general
          matters brought before the shareholders requires only a majority of
          the votes cast; however, amendment of the articles, merger or
          consolidation, and the sale, lease, exchange or other disposition of
          all or substantially all of the assets of the Company requires
          two-thirds of the voting power present. Directors are elected by
          cumulative vote, which further diminishes Whitney's ability to
          control.

          Avoca agrees that under certain circumstances, a 33% ownership
          interest could constitute control sufficient for the application of
          Rule 13e-3. However, given the 12.5% Hellenic interest, Whitney's
          ability to control Avoca is substantially diminished. For example,
          assume Whitney proposes a matter requiring approval by two-thirds of
          the common stock, but Hellenic opposes the matter. Assume further the
          presence of 90%, 80% or 70% of the common stock. In each instance,
          Whitney would need to obtain the support of approximately 60% of the
          remaining voting power present to succeed in its proposal.
<TABLE>
<CAPTION>

<S>                                         <C>                   <C>                     <C>
          Total interests present:          90.00%                80.00%                  70.00%
          Whitney                           32.27%                32.27%                  32.27%
          Hellenic                          12.52%                12.52%                  12.52%
                                            ------                ------                  ------
          Other interests present           45.21%                35.21%                  25.21%

          Whitney needs:       2/3 of 90% = 60.00%   2/3 of 80% = 53.33%     2/3 of 70% = 46.67%
          Whitney represents                32.27%                32.27%                  32.27%
                                            ------                ------                  ------
          Whitney needs an additional       27.73%                21.06%                  14.40%
                                  27.73   = 61.34%       21.06  = 59.82%         14.40  = 57.11%
                                  -----                  -----                   -----
                                  45.21                  35.21                   25.21
</TABLE>
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MILLING BENSON WOODWARD L.L.P.

September 27, 2004
Page 3

          There is no reason to believe that Whitney would be in any better
          position than Hellenic to obtain the votes needed to support such a
          proposal.

          In addition to the lack of control necessary for the
          management-related stockholders to cause the Split Transaction to
          occur, Whitney and Hellenic are not engaged in the transaction as
          required under Rule 13e-3(b)(2) to cause them to be filing persons on
          the Schedule 13E-3. The decision to conduct the Split Transaction was
          that of management of Avoca and its board of directors. As described
          in the proxy statement, the purpose of the transaction is to eliminate
          the company's expenses with respect to being a public company and the
          administrative expenses from having a large number of stockholders
          owning less than 100 shares. The company estimates that of its 642
          Stockholders of record as of July 21, 2004, 460 of them own less than
          100 shares which represent only 1.13% of the total number of
          outstanding shares of Common Stock. The Split Transaction is not being
          proposed for the purpose of benefiting the management-related
          stockholders. In fact, Whitney's ownership will increase only by a
          mere .82% and Hellenic's ownership will increase only by a mere .22%.
          Additionally, following the transaction, the company estimates that
          there will continue to be 180 Stockholders in addition to the
          management-related stockholders. The only participation in the
          transaction by Whitney and Hellenic is the same as all other
          stockholders of the company - voting on the transaction. The
          participation of Messrs. Baird, Powell and Tucker as directors of
          Avoca in the decision to propose the reverse split should not be
          viewed as participation by Whitney and Hellenic sufficient to deem
          them "engaged" in the transaction pursuant to Rule 13e-3(b)(2).

          The staff refers to Section II.D.3 of the Division of Corporation
          Finance's Current Issues Outline for guidance in determining whether
          the management-related stockholders should be filing persons. However,
          we understand that the staff's guidance in Section II.D.3 relates
          primarily to when members of senior management of the subject company
          may be deemed affiliates engaged in the transaction requiring the
          individual senior management members to be filing persons. This is the
          case where members of senior management will control the surviving
          company by holding a material amount of equity of the surviving
          company as well as occupying board seats and management positions. The
          second part of the Section II.D.3 interpretation deals with the
          situation where the otherwise unaffiliated purchaser is tainted by its
          involvement with the senior management of the subject company thereby
          causing the purchaser to become an affiliate.

          Our situation is different than that discussed in the staff's
          interpretation in Section II.D.3 of the Current Issues Outline. Here,
          the directors of Avoca who are affiliated with Whitney and Hellenic
          (Messrs. Baird, Powell and Tucker) do not own any shares of Common
          Stock (other than 200 shares owned by Mr. Tucker's spouse that are
          attributed to him). Therefore, there should be no concern of
          self-dealing by Messrs. Baird, Powell and Tucker. Also, the staff's
          interpretation focuses on transactions with third parties such as a
          merger transaction or other change of control transactions. Here, the
          decision to propose the reverse split was a decision by Avoca alone
          and the transaction does not involve a third party or a change of
          control.

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MILLING BENSON WOODWARD L.L.P.

September 27, 2004
Page 4

          To summarize, we believe that the management-related stockholders
          should not be filing persons on the Schedule 13E-3 because they do not
          have the control sufficient to approve the Split Transaction nor are
          they engaged in the transaction. We believe our position is supported
          by the following facts: 1) Whitney and Hellenic alone do not have
          sufficient voting control to approve the transaction; 2) Whitney does
          not have a sufficient number of representatives on the board of Avoca
          to control the board's approval of the transaction; 3) likewise,
          Hellenic does not have a sufficient number of representatives on the
          board of Avoca to control the board's approval of the transaction; 4)
          there are no agreements between Whitney and Hellenic to act together
          with respect to the transaction; 5) likewise, there are no agreements
          between Whitney's representatives on the board and Hellenic's
          representative to act together with respect to the transaction; 6)
          Whitney's and Hellenic's representatives on the board do not own any
          Common Stock (other than 200 shares owned by Mr. Tucker's spouse that
          are attributed to him); 7) Whitney and Hellenic, as stockholders of
          Avoca and outside of their representatives on the board, have not been
          involved in Avoca's decision to propose the reverse split; 8) Whitney
          and Hellenic participate on the same terms as all of the unaffiliated
          stockholders that own greater than 100 shares; and, lastly, 9) as a
          result of the Split Transaction, the ownership of Whitney and Hellenic
          is not significantly increased (only .82% and .22%, respectively).

2.        Please see revisions to Item 9 and Item 16 of Schedule 13E-3.

3.        Please see additions to first page of the proxy statement and the
          proxy card.

4.        Please see revised legend at page 4 of the proxy statement.

5.        Please see revisions to Factors Considered by the Board at pages 14-16
          of the proxy statement.

6.        Please see Table of Contents at page 9 of the proxy statement.

7.        All written materials provided by Chaffe, Merrick and  Collarini  have
          now been  included as exhibits, except for portions of the Merrick
          appraisal  of the fee  interest in the land owned by Avoca.  The full
          Merrick appraisal consists of 78 pages of text,  approximately 65 of
          which contain detailed  descriptions of the subject property, the
          local economy and 25 sales of comparable  properties,  plus an
          additional 20 pages of  photographs  and  maps.  These  descriptions,
          photographs  and maps are not  material  for the exercise of prudent

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MILLING BENSON WOODWARD L.L.P.

September 27, 2004
Page 5

          judgment with respect to the split  transaction,  and so they are not
          being filed as an exhibit to the Schedule 13E-3.  Rather,  an excerpt
          of the Merrick  appraisal is being filed,  and, as set  forth  on page
          7 of the  Schedule  13E-3,  and on pages 29 and 34 of the  proxy
          statement,  we have advised how  shareholders  may obtain the full
          Merrick  appraisal  from Avoca.  There were no  additional materials
          (board books, slides, etc.) provided to the board.

8.        We have deleted the references to telegraph and the Internet. There
          will be no written solicitation materials other than the proxy
          statement.

9.        Please see revisions to the Summary Term Sheet. Please note that we
          did not provide markups relating to this item, as the entire Summary
          Term Sheet would have been deleted and then re-inserted in bullet
          point format.

10.       Please see additions to the Summary Term Sheet, beginning at page 7 of
          the proxy statement.

11.       Please see revisions to Background at page 12 of the proxy statement.

12.       Please see  revisions to Summary Term Sheet,  Vote Required at page 7,
          and to Vote Required at page 30 of the proxy statement.

13.       Please see revisions to Introduction at page 10 of the proxy
          statement. Similar revisions have been made as appropriate throughout
          the proxy statement.

14.       Please see revisions to Background, Purpose, Structure and Effect of
          the Split Transaction, beginning at page 12 of the proxy statement.
          With respect to alternative ratios, please see original discussion in
          Factors Considered by the Board, particularly the paragraph on page16
          beginning with "After careful consideration of several different
          proposed ratios . . . ."

15.       Please see additions to Background at page 12 of the proxy statement.
          With respect to timing of the going private transaction in light of
          earlier discussions of the "historically high prices for oil and gas,"
          the current prices for oil and gas was not a factor in the timing of
          the Company's decision, but undoubtedly increased the Purchase price
          to be paid.

16.       Please see table showing breakdown at page 13 of the proxy statement,
          and estimation of time devoted by management to compliance with
          federal securities in the following paragraph.

17.       Please see revisions to Factors Considered by the Board at page 16 of
          the proxy statement.

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MILLING BENSON WOODWARD L.L.P.

September 27, 2004
Page 6

18.       Actually,  the board did not consider other methods to reduce
          expenses other than going private.  As now more f