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Correspondence Letter

 24 June 2005

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 450 - 5th Street NW, Mail Stop 05-10

 Washington, DC
20549-0510

 Attn: Ms. Tamara Brightwell, Staff Attorney

Re:
PW Eagle, Inc.

 Form S-3 filed April 29, 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

 File No. 000-18050

 Dear Ms. Brightwell:

 On behalf of PW Eagle, Inc. (the “Company”), we submit this letter in response to comments from the staff of the U.S. Securities and Exchange
Commission (the “Staff”) received by letter dated May 27, 2005. We appreciate the Staff’s prompt consideration of this response.

 In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in
regular type. References in this letter to “we”, “our” or “us” mean the Company or its advisors, as the context may require.

 Form S-3 filed April 29, 2005

 General

1.
We note that you filed a confidential treatment request with respect to an exhibit to the Form 10-Q for the quarter ended March 31, 2005. Please note that we may have comments
on your confidential treatment request that will follow by separate letter. Please be advised that all confidential treatment issues must be resolved before we will consider a request for effectiveness of your registration statement.

 Ms. Tamara Brightwell

 June 24, 2005

 Page 2

 RESPONSE:

 We received a letter from the Division of Corporate Finance on June 6, 2005 with comments on our Application for Confidential Treatment for portions of
Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005. We acknowledge that all confidential treatment issues must be resolved before the SEC will consider a request for effectiveness of the
Company’s registration statement and are in the process of responding to the June 6 letter.

 Risk Factors, page 4

2.
We note the statement that the “risks and uncertainties described are not the only ones we face.” Please confirm that you have disclosed all material risks or revise
this section accordingly. In addition, please delete the fourth sentence in the introductory paragraph.

 RESPONSE:

 We confirm that we have fully disclosed all material risks. Our response to comment 5 elaborates on three risk factors that were previously contained
under the heading “Other Risk Factors.” They are now set off as separate, individual risk factors. We have deleted the following sentence in the introductory paragraph of the Risk Factors section: “Additional risks and uncertainties
not presently known to us or that we consider immaterial may also affect our business operations.”

 We have a significant amount of outstanding debt.... page 5

3.
Revise this section to state the amount outstanding under each credit facility and the interest rate of each facility, as of the most recent date practicable. Please state
your current annual debt service payment obligations.

 RESPONSE:

 We have revised
this risk factor to state the amount outstanding under each of the Company’s credit facilities as of March 31, 2005, the interest rates of each facility and the Company’s current annual debt service payment obligations by adding the
following paragraph to the beginning of the risk factor:

 “At March 31, 2005, PW Eagle had approximately $81,399,000 in outstanding debt on a consolidated basis under the PW Eagle and USPoly revolving credit facilities. Of this amount, approximately $70,929,000 was outstanding under the PW
Eagle revolving credit facility, which bears interest at rates between 5.25% and 5.875%, and approximately $10,470,000 was outstanding under the USPoly Senior Credit Facility,

 Ms. Tamara Brightwell

 June 24, 2005

 Page 3

 which bears interest at a rate of 6.25%. At March 31, 2005, PW Eagle also had approximately $54,809,000
in other long term debt obligations on a consolidated basis. PW Eagle’s total current annual debt service obligation is approximately $11,045,000.”

 Interest rates affect our ability to finance our indebtedness.... page 6

4.
Please indicate how much your interest expense will increase for a 1% increase in interest rates.

 RESPONSE:

 We have revised this risk factor to indicate how much the Company’s interest expense will increase for a 1% increase in
interest rates, which amount is approximately $0.9 million. The revised risk factors now reads as follows:

 “We are exposed to certain market risks on $87.6 million of outstanding variable interest-rate debt obligations at March 31, 2005. Market risk is the
potential loss arising from the adverse changing in market rates and prices, such as interest rates. Market risk is estimated as the potential increase in fair value resulting from a hypothetical one percent increase in interest rates which would
result in an annual interest expense increase of approximately $0.9 million. Accordingly, interest rate increases would further challenge our ability to pay the interest expense on our debt and fixed charges. In addition, an increase in interest
rates could slow the growth of the economy and affect the demand for our products.”

 Other risk factors, page 6

5.
All material risks should be fully described in a separate risk factor for each. Please revise accordingly.

 RESPONSE:

 We have revised this section to elaborate upon the three risk factors formerly referenced under the heading “Other Risk
Factors.” Each are now more fully described in separate risk factors, as follows:

 “A significant portion of our business and the demand for our products is seasonal in nature and any adverse weather conditions that result in a slow down in the construction industry may adversely affect
demand for our products.

 Our products are used in new
residential and commercial construction. Because of this, the demand for these products tends to be seasonal to correspond with increased

 Ms. Tamara Brightwell

 June 24, 2005

 Page 4

 construction activity in the late spring, summer, and early fall. Any significant or prolonged adverse
weather conditions that negatively affect the construction industry or slows the growth of new construction activity may negatively affect our operating results.

 Our operating results are dependent on the price of resin and any competitive pressure in the resin industry that
increases supply or decreases the price of resin may negatively affect our profitability.

 The primary raw material used in most of our products is PVC resin. Generally, in periods of strong demand and limited supply of PVC resin, prices of resin tend to increase. Conversely, PVC resin prices tend to
decrease when demand is weak and there is excess supply. Historically, in response to increasing resin prices, we have been able to increase the price of our products at a greater rate, resulting in better margins. During periods of decreasing resin
prices, our selling prices have tended to decrease faster than our raw material costs, resulting in lower margins. In the event of a significant increase in PVC resin capacity or a significant decrease in the demand for PVC resin, resulting in a
period where there is an excess supply of PVC resin, our margins and profitability could be negatively impacted.

 A loss or limitation of prior utilization of net operating loss carryforwards could have a material adverse impact on our financial position and
results of operations.

 The Company’s cumulative
deferred tax asset recorded in prior years totaling approximately $13.5 million associated with net operating loss carryforwards has been fully utilized. We have evaluated tax-reporting compliance relating to the past and fiscal 2000 utilization of
the net operating loss carryforwards, and believe we have complied in all respects. A failure to meet the requirements could result in a loss or limitation of the utilization of carryforwards, which could have a material adverse effect on our
financial position and results of operations in future periods.

 Our inability to utilize current net operating loss carryforwards could have a material adverse impact on our financial position and results of operations.

 We have not provided any valuation allowance associated with deferred tax assets of approximately $12.5 million at March 31,
2005. Although the Company’s industry and operating profits are highly cyclical, management believes that the Company will be profitable over its operating cycle, based on historical results and other analysis. This belief is largely based on a
combination of 1) the Company’s participation as one of the PVC pipe industry leaders, 2) distribution centered on populated growth markets, 3) professional management dedicated to the PVC pipe industry and 4) debt paydown and corresponding
reduction in future financing costs. The Company’s cyclical nature and corresponding operating results are significantly influenced by the overall US future

 Ms. Tamara Brightwell

 June 24, 2005

 Page 5

 economic cycles, which, in addition to driving demand for the Company’s products, also influence the
cost of the primary raw material input, PVC resin. Generally, as PVC resin costs are rising during our operating cycles, our profitability associated with product shipments increases. These factors have been considered as part of the Company’s
evaluation of the need for a valuation allowance associated with deferred tax assets. The Company will continue to monitor the need for a valuation allowance at each balance sheet date in 2005, to ensure the conclusions reached in 2004 are
sustainable. Any change in this conclusion would result in a direct reduction of our reported results from operations, and could result in virtual elimination of our shareholders’ equity as of the date of the potential determination of the need
for such a valuation allowance for financial reporting purposes.”

 Selling Shareholder, page 7

6.
Revise this section to include a reasonably detailed description of how the selling shareholder acquired the common shares to be sold including, but not limited to, a
discussion of the exemption relied upon to issue the warrants and shares and the party to whom the warrants were issued, when the warrants were issued, and when the warrants became exercisable.

 RESPONSE:

 We have revised the Selling Shareholder section by adding the following language:

 “On September 20, 1999, PW Eagle, as partial consideration for the
purchase of its Senior Subordinated Notes due 2007 by an affiliate of JP Morgan Partners LLC, the selling shareholder, issued common stock purchase warrants to the selling shareholder for the purchase of an aggregate of 1,343,452 shares of the
Company’s common stock, immediately exercisable, at an exercise price of $0.01 per share. On May 17, 2005 the warrant holder elected to exchange their warrant shares, in a cashless exercise, for 1,340,657 shares of common stock. The above
securities were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. On May 26, 2005, the selling shareholder sold 536,438 of the 1,340,657 shares of common stock acquired pursuant to the
warrant exchange described above in accordance with Rule 144.”

7.
Please clarify the disclosure in the second sentence in this paragraph. We assume that you intended to say that the selling shareholder has not had any material relationship
with the company except as set forth in the footnotes to the table. If the selling shareholder has had a material relationship with you within the past three years, please describe it.

 Ms. Tamara Brightwell

 June 24, 2005

 Page 6

 RESPONSE:

 We have revised and clarified this sentence as follows:

 “To our knowledge, the selling shareholder has not, within the past three years, had any material relationship with us, except with respect to its
ownership of the Senior Subordinated Note referred to above (which was repaid on October 25, 2004) and except that Sean Epps, a principal of the selling shareholder, served as an observer to PW Eagle’s board of directors prior to October 25,
2004.”

8.
Please tell us whether the selling shareholder is a broker-dealer or an affiliate of broker-dealer. If the selling shareholder is a registered broker-dealer, it should be
named as an underwriter. If the selling shareholder is an affiliate of a registered broker-dealer, expand the prospectus to indicate whether it acquired the securities to be resold in the ordinary course of business. Also indicate whether at the
time of the acquisition it had any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the securities.

 RESPONSE:

 We have revised this section to include the following paragraph:

“The selling shareholder is an affiliate of a registered broker-dealer. The selling shareholder acquired the Company’s securities to be
resold in the ordinary course of business. The selling shareholder informed the Company that it did not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock at the time of the acquisition of the
securities.”

 Plan of Distribution, page 8

9.
Revise this section to include a discussion of the effect of Regulation M on the activities of any potential broker-dealers, underwriters, or others participating in a
distribution of the common shares.

 Ms. Tamara Brightwell

 June 24, 2005

 Page 7

 RESPONSE:

 This section has been revised to include the following paragraph:

 “Any person participating in a distribution of the common shares offered under this prospectus will be subject to the
Securities Exchange Act of 1934. The rules under the Securities Exchange Act of 1934 include, without limitation, Regulation M, which may limit the timing of purchases and sales of the common shares by the selling shareholder and any other such
person. Additionally, Regulation M may restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the particular common shares being distributed for a period of up to
five business days before the distribution. This may affect the marketability of the common shares as well as the ability of any person or entity to engage in market-making activities with respect to the common shares.”

 Where You Can Find More Information, page 10

10.
Update this section as necessary to include all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2004 through the effective date of this
registration statement. See Form S-3 Item 12(a)(2).

 RESPONSE:

 This section has
been revised to include the following reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2004 through the effective date of the registration statement:

 Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
filed March 29, 2005;

 Definitive Proxy Statement on Schedule 14A filed on April 21, 2005.

 Quarterly Report of Form 10-Q for the fiscal quarter ended March 31, 2005,
filed on May 6, 2005.

 Current Reports on Form 8-K filed
February 2, 2005, February 3, 2005, March 17, 2005, March 29, 2005, March 31, 2005, May 23, 2005, June 2, 2005 (two filings), June 8, 2005, and June 23, 2005.

11.
Where you reference the incorporation of future filings it appears that you have indicated an incorrect file number, #0-18317, rather than the number that corresponds with
your Exchange Act filings on Edgar, which is 0-18050. Please revise.

 RESPONSE:

 We have revised
this section to reflect the correct file number: 0-18050.

 Ms. Tamara Brightwell

 June 24, 2005

 Page 8

 Exhibit 5.1

12.
Please revise the legality opinion to reflect the state of incorporation.

 RESPONSE:

 We have revised the legality opinion to refle