SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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      Mail Stop 7010

      September 29, 2005

Mr. Douglas B. Mackie
Great Lakes Dredge & Dock Corporation
2122 York Road
Oak Brook, IL 60523

      Re:	Great Lakes Dredge & Dock Corporation
		Form 10-K for the year ended December 31, 2004
      Filed March 30, 2005
      Forms 8-K filed February 1, 2005 and April 26, 2005
      File No. 333-64687

Dear Mr. Mackie:

      We have reviewed your response letter dated September 2,
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 FOR THE YEAR ENDED DECEMBER 31, 2004

Item 7 - Management`s Discussion and Analysis, page 21

Costs and Expenses, page 22

1. We note your response to comment 2 from our letter dated August
10, 2005.  Please provide us with a more detailed explanation as
to
why fixed equipment costs are not recognized on a time or hours of
use basis. Specifically:

- You state that recognizing expenses in proportion to revenue
provides better matching of expenses with revenues. Help us
understand why this is not the case for annual reporting purposes.
- Tell us how your fourth quarter "true-up" adjustments work.
Quantify such adjustments for the past three years.
- It is unclear to us why it is better to use your method because
"revenue generated per utilization hour by different types of
equipment can vary substantially". It would appear to us that if
time
or hours of use were utilized this would translate into a more
meaningful result such that the margins for different types of
equipment would be different, as would be appropriate, because
this
would match the economics of the project.

We recognize that when bidding a job you estimate the project
revenue
necessary to cover the underlying costs of the equipment used,
including the fixed costs of the equipment. However we fail to
understand how the actual costs of the equipment used, including
fixed costs, would not be the best method for the purposes of
reporting historical results.  Please advise.

In order for us to better understand your interim method of
depreciation, please also provide us a theoretical example of how
fixed equipment costs are recognized in a contract.

Financial Statements for the Year Ended December 31, 2004

Note 16 - Segment Information, page 76

2. We note your response to comment 9 from our letter dated August
10, 2005.  We read on page 3 of your Form 10-K that you are the
only
US dredging service provider with significant international
operations, which averaged 18% of your dredging contract revenues
over the past three years.  We read on page 29 of your Form 10-K
that
you incurred similar levels of utilization of your foreign-based
fleet in 2004 compared to 2003.  Given the importance of your
international operations to your business, we believe that
providing
the disclosures required by paragraph 38(b) of SFAS 131 as of year
end will provide your readers with important insight into your
business.  Please provide this disclosure in future filings.

*	*	*

		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 John Hartz, Senior Assistant Chief
Accountant,
at (202) 551-3689 or the undersigned at (202) 551-3768.

      Sincerely,

      John Cash
      Accounting Branch Chief

Mr. Douglas B. Mackie
Great Lakes Dredge & Dock Corporation
September 29, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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