SecProbe.io

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      Mail Stop 7010

      July 27, 2005

Mr. John C. Regan
PDG Environmental, Inc.
1386 Beulah Road, Building 801
Pittsburgh, Pennsylvania 15235

      Re:	PDG Environmental, Inc.
		Form 10-K/A#2 for the Fiscal Year Ended January 31, 2005
      Filed June 10, 2005
      Form 10-Q for the Fiscal Quarter Ended April 30, 2005
      Form 8-K Filed July 7, 2005
      File No. 0-13667

Dear Mr. Regan:

      We have reviewed your response letter dated June 9, 2005 and
have the following additional comments.  Where indicated, we think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

FORM 10-K/A#2 FOR THE FISCAL YEAR ENDED JANUARY 31, 2005

Consolidated Statements of Operations, page F-4

1. We note your response to comment 5 from our letter dated June
1,
2005 and disagree with your assessment.  We read that you believe
that SFAS 144 only contemplates disposals of asset groups with
separately identifiable cash flows and therefore is not applicable
to
your circumstance.  Please note that paragraph 41 of SFAS 144,
which
indicates how to report discontinued operations, does provide
guidance on circumstances where the assets that are being disposed
have separable cash flows from the rest of the entity.  However,
paragraph 45 of SFAS 144, to which we referred you in our previous
letter, indicates how to report gains or losses on the sale of a
long-lived asset that is not a "component of an entity" and
therefore
does not have separable cash flows.  It remains unclear to us how
the
guidance in paragraph 45 does not apply to your situation.  Please
provide us with additional accounting guidance to support your
current classification of gains on the sale of fixed assets.
Alternatively, please confirm to us that you will reclassify these
gains as part of the subtotaled caption income from continuing
operations in future filings.

FORM 10-Q FOR THE PERIOD ENDED APRIL 30, 2005

Management`s Discussion and Analysis, page 10
Liquidity and Capital Resources, page 11

2. We note that you provide a brief analysis of the underlying
factors behind your cash flows from investing activities and cash
flows from financing activities.  It is unclear to us why you have
not provided a similar analysis of the factors behind your cash
flows
from operating activities.  Please revise future quarterly and
annual
Exchange Act filings to provide a brief analysis of the factors
behind your cash flows from each of the three major cash flow
categories.

FORM 8-K FILED JULY 7, 2005

3. We read in your Form 8-K that you entered into two private
placements for your stock on July 1, 2005.  We also note that you
intend to file registration statements in the near future to
register
the common stock underlying these private placements.  Please
provide
us with the following information about your accounting for these
transactions:

* For the Common Private Placement, please tell us how you have
accounted for the stock warrants that you sold.  If you have
allocated any of the proceeds from this transaction to additional
paid in capital for these stock warrants, please quantify that
amount
for us and provide us with a brief description of your methodology
for determining the fair value of the warrants.

* For the Preferred Private Placement, please tell us how you have
accounted for both the preferred stock and the stock warrants that
you sold.  If you have allocated any of the proceeds from this
transaction to additional paid in capital for these stock
warrants,
please quantify that amount for us and provide us with a brief
description of your methodology for determining the fair value of
the
warrants.  Additionally, provide us with your analysis of the
beneficial conversion feature that appears to be contained in this
preferred stock, and tell us how you have accounted for this
beneficial conversion feature.  Refer to EITF 98-5 and EITF 00-27.

* We note that your preferred stock pays a dividend of 8% of the
face
value per share per annum.  When you discuss this preferred stock
in
future filings, please also disclose the effective dividend rate
paid
on this stock.

*	*	*

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to the undersigned at (202) 551-3768.

      Sincerely,

      John Cash
      Accounting Branch Chief

Mr. John C. Regan
PDG Environmental, Inc.
July 27, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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