SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

					August 9, 2005

via U.S. mail and Facsimile

Jerry A. Dukes
Chief Executive Officer and President
PW Eagle, Inc.
1550 Valley River Drive
Eugene, OR 97401

	Re:	PW Eagle, Inc.
Form S-3/A filed June 28, 2005
Supplemental response submitted August 2, 2005
		File No. 333-124462

		Form 10-K for fiscal year ended December 31, 2004
		Form 10-Q for the quarter ended March 31, 2005
		Form 8-K dated July 1, 2005
		File No.  000-18050

Dear Mr. Dukes:

      We have the reviewed your filing and have the following
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.

Form S-3/A filed June 28, 2005 and supplemental response submitted
August 2, 2005

1. Please file your supplemental response as correspondence on
Edgar
and file an amendment to the registration statement including your
proposed revisions.

Form 8-K dated July 1, 2005

2. We note your response to prior comment 5.  Please demonstrate
to
us that the pre-tax income of the business you disposed of was
less
than 10% of your consolidated pre-tax income in FY 2004; otherwise
provide pro forma financial statements as required by Article 11
of
Regulation S-X.  Additionally, please tell us how your "allocation
of
the negative goodwill" to the assets you disposed of complies with
paragraph 44 of SFAS 141, Business Combinations.  Tell us the
total
amount of negative goodwill you recorded as a result of the
September
2004 acquisition and the amount you allocated to the business you
sold.

Closing Comments

      As appropriate, please amend your registration statement 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 this action 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Dale Welcome, Staff Accountant, at (202)
551-
3865 or, in his absence, to Anne McConnell, Senior Staff
Accountant,
at (202) 551-3709 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tamara
Brightwell, Staff Attorney, at (202) 551-3751 or, in her absence,
to
me at (202) 551-3767 with any other questions.

	Sincerely,

	Jennifer Hardy
	Branch Chief

cc: 	Melodie R. Rose, Esq.
	Fredrikson & Byron, P.A.
	200 South Sixth Street
	Minneapolis, Minnesota 55402
??

??

??

??

Jerry A. Dukes
PW Eagle, Inc.
August 9, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>