SecProbe.io

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Mail Stop 7010

August 10, 2005

Via U.S. mail and facsimile

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

Re: 	PDG Environmental, Inc.
Form 10-K/A for the year ended January 31, 2005
Filed June 10, 2005
File No. 000-13667

Form 10-Q for the quarter ended April 30, 2005
Filed June 14, 2005
File No. 000-13667

Dear Mr. Regan:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K/A for the year ended January 31, 2005

Item 9A. Controls and Procedures, page 17

1. Please disclose in greater detail the nature of the material
weaknesses identified in your internal control over financial
reporting and the specific steps you have taken to remediate these
material weaknesses.  In this regard, we note that your
"management
is taking actions to identify and remediate control deficiencies."

2. Please clarify whether or not your external auditors confirmed
your remediation steps.

3. We note the disclosure in the third paragraph regarding your
system of controls.  Please state, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your chief executive
officer
and chief financial officer each concluded that your disclosure
controls and procedures are effective at that reasonable assurance
level.  In the alternative, please remove the reference to the
level
of assurance of your system of controls.  Please refer to Section
II.F.4 of Management`s Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, which is available on the
Commission`s website at www.sec.gov.

4. The exception cross-referenced in the last paragraph does not
appear to be in the first paragraph of this section.  Please
revise
accordingly.

Form 10-Q for the quarter ended April 30, 2005

Item 4. Controls and Procedures, page 13

5. Please comply with comments above, to the extent applicable, in
this section.

*	*	*	*

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.

Sincerely,

Jennifer Hardy
Legal Branch Chief
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Mr. John C. Regan
PDG Environmental, Inc.
August 10, 2005
Page 1

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

         DIVISION OF
  CORPORATION FINANCE

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