SecProbe.io

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						August 5, 2005

Mail Stop   7010

By U.S. mail and facsimile to (412)209-0672

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

Re:	PDG Environmental, Inc.
	Post-effective Amendment No. 3 to Registration Statement on
Form
S-2
      Filed on July 27, 2005
	File No.:  333-115669

Dear Mr. Regan:

	We have limited our review of your filing to those issues we
have addressed in our 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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Explanatory Note

1. The statement in this section that this post-effective
amendment
also incorporates by reference information in the company`s Annual
Report on Form 10-K for the fiscal year ended January 31, 2005 is
confusing in the explanatory note, since this update was
accomplished
in the prior post-effective amendments No. 1 and No. 2 which were
declared effective on June 6, 2005. Please limit your explanatory
note to the updates reflected in the current post-effective
amendment(s).

Plan of Distribution, page 12

2. Tell us supplementally whether the selling security holder is a
broker-dealer or an affiliate of a broker-dealer.  If a selling
security holder is a broker-dealer, the prospectus should state
that
the seller is an underwriter.  If a selling security holder is an
affiliate of a broker-dealer, provide the following
representations
in the prospectus:  (1) the seller purchased in the ordinary
course
of business, and (2) at the time of the purchase of the securities
to
be resold, the seller had no agreements or understandings,
directly
or indirectly, with any person to distribute the securities.  If
you
are unable to make those representations in the prospectus, state
that the seller is an underwriter.

Where You Can Find More Information, page 18

3. The amended annual reports on Form 10-K/A-1 and Form 10-K/A-2
for
the fiscal year ended January 31, 2005 should also be incorporated
by
reference.

Signatures, page II-5

4. The amended registration statement should also be signed by the
registrant`s principal accounting officer or controller whose
title
should be shown on the signature page.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment 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 amendment 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 Securities Act
of
1933 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.
      You may contact Dorine H. Miller, Financial Analyst at (202)
555-3711 or Chris Edwards, Special Counsel at (202) 551-3742 or me
at
(202) 551-3766 if you have questions regarding the above comments.

Sincerely,

Pamela A. Long
Assistant Director
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Mr. John Regan
PDG Environmental, Inc.
August 5, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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