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200 East Randolph Drive

Chicago, Illinois 60601

  Carol Anne Huff

  To Call Writer Directly:

  312 861-2163

  chuff@kirkland.com

  312 861-2000

  www.kirkland.com

  Facsimile:

  312 861-2200

September 2, 2005

Via EDGAR and Facsimile

Securities and Exchange
Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn:                    Jennifer
Thompson

                                                John
Hertz

                                                John
Cash

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

Ladies and Gentlemen:

On behalf of Great Lakes Dredge & Dock
Corporation, a Delaware corporation (the “Company”), please find the
response of the Company to the comment letter, dated August 10, 2005,
received by Mr. Douglas B. Mackie from the Staff of the Securities and
Exchange Commission (the “Commission”).
The numbered paragraphs below set forth the Staff’s comments together
with the Company’s responses. In addition, in accordance with the Staff’s
request, attached hereto as Exhibit A, please find a written statement of the Company containing the specified
acknowledgments.

FORM 10- K FOR THE
YEAR ENDED DECEMBER 31, 2004

Item 6—Selected Financial
Data, page 19

1.                                       We
note your reconciliation of EBITDA and your discussion of this measure’s
usefulness on page 21.  We have the
following comments:

•                  Since the measure you refer to as
EBITDA excludes items in addition to what its acronym suggests, please revise
the title of this measure if you present it in future filings.  See our response to question 14 of Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures (FAQ).

  London

  Los Angeles

  Munich

  New York

  San Francisco

  Washington, D.C.

•                  You state that you use this measure
to assess financial performance.  If you
use this measure as an operating measure, revise future filings to clarify the
purposes for which management uses this measure to evaluate its business.  For example, if performance-related
compensation is tied to this measure, you should specify that.  We note that this is not the measure of
profit or loss that you use to evaluate your reportable segments.  See our response to question 8 of the FAQ.

•                  You also state that you provide this
measure because certain covenants in your borrowing arrangements are tied to “similar
measures.” In future filings, if you believe that you meet the criteria
specified in the answer to question 10 of the FAQ, and if you continue to
present a non-GAAP measure to provide information about compliance with debt covenants,
you should provide all of the appropriate disclosures called for in the
FAQ.  Among the other requirements of
that guidance, we believe you should only calculate and present the actual
measure contained in your debt covenants for periods in which the related debt
is outstanding.

Response:

Bullet 1:  In
response to the Staff’s comment, in future filings the Company will present
EBITDA as net income (loss), adjusted for net interest expense, income taxes,
depreciation and amortization, as suggested in the Commission’s response to
Question 14 of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures (FAQ).

Bullet 2:  As noted
by the Staff, the Company does use EBITDA as a measure of financial
performance.  In response to the Staff’s
comment, in future filings the Company will clarify that it uses EBITDA as a
measure of operating performance and the purposes for which EBITDA is used by
management to evaluate the business, providing the disclosures as outlined in
the Commission’s response to Question 8 of the FAQ.

Please be advised that although the
Company uses operating income as the measure of profit or loss for evaluating
its segments, it believes that EBITDA provides an additional useful measure by
which to evaluate the Company’s operating trends.  The Company believes that it is a measure
frequently used to evaluate the performance of companies with substantial
leverage and that all of the Company’s primary stakeholders (i.e. its
bondholders, banks and investors) use EBITDA to evaluate the Company’s period
to period performance.  Additionally,
management believes that EBITDA provides a transparent measure of the Company’s
recurring operating performance and allows management to readily view operating
trends, perform analytical comparisons and identify strategies to improve
operating performance.  For this reason,
EBITDA is the measure the Company uses to assess performance for purposes of
determining compensation under its incentive plan.

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In future filings, the Company will
include a discussion of the limitations of this measure.  In particular, the Company will note that
EBITDA, instead of net income, has limitations as an analytical tool, including
the inability to determine profitability, the exclusion of interest expense and
the associated significant cash requirements and the exclusion of depreciation
and amortization, which represent significant and unavoidable operating costs
given the level of indebtedness and capital expenditures needed to maintain the
Company’s business.  Management
compensates for these limitations by primarily relying on the Company’s GAAP
results and using EBITDA only supplementally.

Bullet 3:  As noted
by the Staff, the Company does have financial covenants in its senior credit
facilities tied to an adjusted EBITDA measure.
In response to the Staff’s comment, in future filings, in its
disclosures regarding EBITDA, the Company will remove the reference to the use
of “similar measures” for covenant purposes.
However, since the credit facilities are material agreements, to the
extent that the covenant calculations are material to the Company’s financial
condition and/or liquidity, in future filings the Company will provide
discussion in its MD&A with respect to these calculations, taking into
account the criteria outlined in the Commission’s response to Question 10 of
the FAQ.

Item 7—Management’s
Discussion and Analysis, page 21

Costs and Expenses, page 22

2.                                       We
read that for interim reporting, you prepay or accrue fixed equipment costs and
amortize the expenses in proportion to revenues recognized over the year to
better match revenues and expenses.  Tell us why your fixed equipment
costs are not recognized based on time or hours of use, rather than
proportional to revenue.

Response: The Company supplementally informs the Staff
that it amortizes fixed equipment costs on an interim basis in proportion to
revenues because revenues serve as a proxy for weighted average
utilization.  The use of straight
utilization hours would not provide as good a means to match the expenses with
the revenues, since the revenue generated per utilization hour by different
types of equipment can vary substantially.
For example, one large hydraulic dredge and its package of ancillary
equipment may generate revenue of $125,000 in a 24 hour period.  However, a clamshell dredge working with a
less extensive package of equipment may generate revenue of only $50,000 in a
24 hour period.  When bidding a job, the
Company estimates the project revenue necessary to cover the underlying costs
of the equipment to be used, including the fixed costs of this equipment.  In this example, the hydraulic dredge and its
package of equipment have a higher level of fixed equipment costs per utilization
hour, while the clamshell dredge has a lower level.   Therefore, the Company believes that total
revenue generated by its key dredging assets is the most suitable measure to
use in allocating the related fixed equipment costs.  In preparing these calculations, the Company
does adjust its revenue to reflect only

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revenue generated by its equipment (for instance,
revenue attributable to subcontracts is excluded for purposes of this
calculation).  In future filings the
Company will clarify this in its disclosure.

Year Ended December 31,
2004 Compared to Year Ended December 31, 2003, page 28

3.                                       We
note your analysis of revenues by segment.  In future filings, please revise your
analysis of results of operations for all years presented to also analyze your
measure of segmental profit or loss, or all components that comprise this
measure, on a segmental basis.  We assume from the disclosures in Note
16 that your measure of segmental profit or loss is operating income.  Refer
to Item 303(a) of Regulation S-K and Release 33-8350.

Response: In response to the Staff’s comment, in future
filings the Company will revise its analysis of results of operations for all
years presented to include analysis for both its dredging and demolition
segments, where such discussion is material to an understanding of our
business, as noted in Item 303(a) of Regulation S-K and Release 33-8350.  As noted by the Staff, the Company does use
operating income as its measure of segmental profit or loss.

Item 9A—Controls and
Procedures, page 32

4.                                       We
note your statement that your disclosure controls and procedures “are effective
in ensuring that all material information required to be filed in this annual
report has been made known to [your chief financial officer and chief executive
officer] in a timely fashion.” Please revise future filings to either provide
the entire definition of disclosure controls and procedures as defined in
Exchange Act Rules 13a-l5(e) and l5d-15(e) or
to state that your disclosure controls and procedures are effective, or not
effective, without providing any part of the definition.

Response: In response to the Staff’s comment, in future
filings the Company will state that its disclosure controls and procedures are
effective, or not effective, without providing any part of the definition of
disclosure controls and procedures.

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Item 13—Certain
Relationships and Related Transactions, page 47

5.                                       We
note your discussion of the management equity agreement through which
management investors acquired their equity interests in GLDD Acquisitions Corp.  Based
on a review of that agreement, as filed with your January 6, 2004 Form 8-K,
it is unclear to us whether the acquisition of these equity interests by
management contains an element of management compensation.  Please
provide us with the following information:

•                  Provide us with your analysis of
whether management’s acquisition of GLDD Acquisition Corp.’s common stock
contains an element of compensation for future services.  In this regard, we note
that the common stock of GLDD Acquisitions Corp. that was acquired by
management vests over a five year period and is subject to repurchase by GLDD
Acquisitions Corp. if a management investor ceases to be employed by you.

•                  If you conclude that the acquisition
of this common stock contains an element of compensation for future services,
please tell us how you have accounted for it.  Specifically address
whether you apply APB 25 or SFAS 123 when accounting for stock compensation.  Refer
to SAB Topic 5:T.  If you apply APB 25, also refer to
questions 4 and 17 of FIN 44.

•                  If applicable, in future filings,
please revise your financial statements to disclose your accounting policy for
stock compensation and to provide the disclosures required by SFAS 123.

Response: At the time of the sale transaction in December 2003,
certain members of Company management purchased equity interests in GLDD
Acquisitions Corp.  These shares were
purchased at the same per share price as the shares purchased by Madison
Dearborn Capital Partners IV, L.P. in an arms length transaction.  Therefore, we believe that no part of the
acquisition of equity interests by management reflects compensation and have
concluded that this fair value acquisition of common stock by management is not
subject to the accounting or disclosure requirements of APB 25 or SFAS
123.   The vesting and repurchase
features noted by the Staff do not contemplate any element of future
compensation.  Rather, the vesting
feature is intended only to encourage management retention and the repurchase
feature is further intended to insure that the Company remains a privately held
entity whose ownership is limited to MDP and a limited number of persons who
are employees of the Company.

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Financial Statements for
the Year Ended December 31, 2004

Consolidated Statement of
Stockholder’s Equity, page 51

6.                                       We
note the reverse stock split that occurred in April 2003 as seen here and
as discussed in Note 1.  In
future filings, please revise your historical financial statements and any
discussions of your outstanding shares prior to this transaction to
retroactively reflect this reverse stock split.
Refer to SAB Topic 4:C.

Response: In response to the Staff’s comment, in future
filings the Company will revise its historical financial statements and any
discussions of its outstanding shares prior to the reverse stock split that
occurred in April 2003 to retroactively reflect this reverse stock split.

Note 1—Nature of Business
and Summary of Significant Accounting Policies, page 59

7.                                       We
note your disclosures on pages 12 and 20 concerning sale-leaseback
transactions and like-kind exchange transactions.
If material, in future filings, disclose your accounting
policies for these types of transactions, including a description of the assets
involved, the amount of any proceeds received from the transactions, the amount
of any gains or losses resulting from the transactions, the timing of the
recognition of any such gains or losses, and the basis of accounting for any
assets transferred under like-kind exchanges.

Response: In response to the Staff’s comment, in future
filings, to the extent that the Company enters into material sale-leaseback
transactions or like-kind exchange transactions, it will provide complete
disclosure of its accounting for such transactions, including a description of
the assets involved, the amount of proceeds and amount and timing of any gain
or loss resulting from the transactions, and any other relevant details
necessary to give the users of the financial statements a complete
understanding of such transactions.  The
Company supplementally informs the Staff that the like-kind exchange
transaction noted in the Company’s Form 10-K for the year ended December 31,
2004 was a like-kind exchange for tax purposes, but accounted for as two
separate monetary exchanges for book purposes.
The transaction was referenced in the Company’s discussions regarding
capital expenditures to emphasize the cash flow implications, since proceeds
from the sale of certain assets in 2003 were utilized over more than one
reporting period to construct the similar asset being exchanged for tax
purposes.

Note 16—Segment
Information, page 76

8.                                       We
note that approximately 18 percent of your total contract revenues were derived
from foreign project operations in 2004.
In future filings, if an individual foreign country
accounts for a significant portion of your foreign revenues, please provide
separate revenue disclosure for each such country in accordance with paragraph
38(a) of SFAS 131.

Response: The Company supplementally informs the Staff that no individual
country or foreign customer represented in excess of 10% of the respective year’s
consolidated contract revenues

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for
the years presented.  In future filings,
if an individual foreign country accounts for 10% or more of the year’s
contract revenues, the Company will provide the di