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Berliner McDonald

A Professional Corporation

Attorneys at Law

5670 Greenwood Plaza Blvd.

Suite 418

Greenwood Village, Colorado 80111-2408

(303) 830-1700

(303) 830-1705 Fax

  Steven W. McDonald

  smcdonald@berlinermcdonald.com

November 23, 2005

By Facsimile and
Federal Express

H. Christopher Owings

Lisa Beth Lentini

David Mittelman

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 3561

Washington, DC  20549

Re:                               Sport-Haley, Inc. –
SEC Comment Letter dated November 16, 2005

Lady and Gentlemen:

This firm represents Sport-Haley, Inc. (the “Company”).  We have reviewed the Staff’s comments to the
annual report on Form 10-K for the fiscal year ended June 30, 2005,
filed October 13, 2005, for the Company, as set forth in the Staff’s
letter dated November 16, 2005.
This response letter is also being filed electronically on EDGAR as
correspondence.

Responses to Staff Comments

We have the following responses to the Staff’s comments in the same
numbering sequence as stated in your letter.
Based upon these responses, we do not believe that an amendment of the
most recent Form 10-K is warranted.

Facing Page

1.                                       The
Company’s review of its files indicate the following: The Company filed a
registration statement on Form SB-2, which became effective on or about April 5,
1994, registering 700,000 shares of common stock and 700,000 warrants.  In connection with that initial public
offering, the Company applied for listing on The Pacific Stock Exchange, Inc.
and the Nasdaq Small Cap Market, which applications were granted.  Also in connection with the initial public
offering, the Company filed a Form 8-A to register its common stock and
warrants under §12(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”) on or about March 8, 1994, which became effective concurrently with
the 1933 Act registration statement on April 5, 1994.  Had the Company not

applied for listing on the Pacific Stock
Exchange and registered its shares under §12(b) of the Exchange Act, it
would have been required to register under §12(g).  From April 5, 1994 until December 14,
1994, the Company’s common stock was quoted on the Nasdaq Small Cap Market and
since December 14, 1994, its common stock has been quoted on the Nasdaq
National Market maintained by The Nasdaq Stock Market, Inc.

On or about November 20, 1998, after the Company had completed an
additional registration of 1,000,000 shares of common stock in March 1996,
an S-3 registration in January 1997 and several S-8 registrations, the
Company filed a Form 25 to withdraw its listing on the Pacific Stock
Exchange.  At the time the Form 25
was filed, the Company’s common stock was not exempt from registration under
§12(g), the Company had total assets well in excess of $10 million and such
stock was held of record by more than 300 persons.  Accordingly, pursuant to Rule 12g-2, the
Company believes that its common stock was deemed to be registered under §12(g) at
the time the withdrawal from listing with The Pacific Stock Exchange, Inc.
became effective in November 1998.
Thus, no additional registration on Form 8-A was required in order
for the Company to become registered under §12(g) of the Exchange Act.

The Company believes that it should be issued a new file number to
indicate that it is deemed to be a §12(g) filer.  We would appreciate your assistance in
providing the Company with the new file number.
Undersigned counsel recently discovered certain notes and correspondence
indicating that the Company had contacted the SEC staff about this issue
beginning in November 1998 and had been advised that a new number
(presumably one beginning with “0”) would be issued.  I have enclosed one letter addressed to
Robert Long of the SEC in April 1999, which indicates that Sport-Haley
understood that the General Counsel’s Office was going to issue a new file
number.  However, no such file number was
issued.  The Company continued to use the
1-2888 file number that was issued in 1994.
Last spring, in connection with the Company’s settlement negotiations of
the SEC civil enforcement action pending against it in the United States
District Court for the District of Colorado, the enforcement staff shared with
the Company correspondence from the Division of Corporation Finance indicating
its belief that the Company should not be using the 1-2888 file number.  Therefore, the Company began using the 1933
Act number assigned to it in conjunction with the initial public offering, 33-74876-D.

Having analyzed this situation further and having located the
above-referenced communications with the staff in 1998 and 1999, we believe
that this file number is also not correct as it would erroneously indicate that
the Company is a §15(d) of the Exchange Act filer.

As of approximately November 1998 when the Company de-listed from
the Pacific Stock Exchange, the Company had total assets well over $10 million
and holders of record in excess of 300 persons.
See the Company’s Form 10-K
for fiscal 1998 that was filed on September 28, 1998 (total assets of over
$35 million; record holders estimated to be 78; beneficial holders estimated at
approximately 2,500).

In connection with the number of holders of record, since the Company
filed its initial public

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offering and registered its common stock in 1994, a significant
majority of its common stock has been held in street name.  Thus, as stated below in response to comment No. 2,
the Company’s records indicate that as of September 8, 2005, its 2,770,252
shares of outstanding common stock were held of record by approximately 66
record holders, while approximately 2,443,827 shares of the total (88.2 %) is
held in street name at Cede & Co., as nominee for the Depository Trust
Company.  However, based upon the number
of proxy statements requested by Cede & Co. for distribution to the
beneficial shareholders in May 2005, the Company reasonably believes that
there are a total of at least 900 beneficial shareholders.  Thus, the Company has reasonable information
which indicates that its common stock is beneficially owned by approximately
900 shareholders, even though the strict holders of record would consist of
approximately 66 persons and entities.
Under the circumstances, the Company has used a determination of “holders
of record” that militates toward the obligation to register under §12(g) rather
than interpret “holders of record” strictly in an attempt to avoid such
registration requirement.

The Company has operated under the assumption that its common stock was
registered under §12(g) since November 1998.  Since the Company proposes to continue filing
reports consistent with being a §12(g) filer, until such time as it no
longer meets the §12(g) requirements, we would ask that the Commission
acknowledge that Sport-Haley, Inc. is in fact deemed to be a §12(g) filer
pursuant to Rule 12g-2.

Our review of the facts related to the above comment has been somewhat
hampered by the absence or unavailability of Company personnel and prior
counsel who may have knowledge of these events. However, as noted, undersigned counsel
recently located certain notes and correspondence at or about the time of the
Company’s withdrawal from the Pacific Stock Exchange which indicated that the
SEC had been contacted in 1998 and 1999 and that the General Counsel’s office
was to provide the Company with a new number for reporting under §12(g) rather
than §12(b).  The correspondence to the
Office of General Counsel also indicated the Company’s position, in November 1998,
that pursuant to Rule 12g-2, the Company’s common stock is deemed registered
under §12(g)(1).

In summary, the Company believes that its common stock is registered
pursuant to §12(g) and therefore, it correctly noted this on the face page of
its most recent Form 10-K.

Market for Registrant’s Common Equity and Related Shareholder Matters, page 11

2.                                       The
disclosure in the most recent 10-K that the Company estimated that “there were
approximately 900 holders of record” of its common stock is in error.  The disclosure should state that there are
approximately 900 shareholders.  This
error was inadvertent.  From the context
in which the statement was made, which indicates that the “vast majority of our
shares are held in ‘street name,’ we believe that a shareholder would interpret
this disclosure nevertheless to refer to shareholders and not holders of
record.

Regulation S-K, Item 201(b)(1) states:  “Set forth the approximate number of holders
of each

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class of common equity of the registrant as of the latest practicable
date.”  The regulation requests the
number of “holders,” and does not specifically request the number of “holders
of record,” as defined in Rule 12g5-1.
Instruction No. 3 to Item 201 provides: “The computation of the
approximate number of holders of registrant’s common equity may be based upon
the number of record holders or also may include individual participants in
security position listings. See Rule 17Ad-8 under the Exchange Act. The
method of computation that is chosen shall be indicated.”  The referenced Rule 17Ad-8 states in
paragraph (a): “ (a) For purposes of this section, the term securities
position listing means, with respect to the securities of any issuer held by a
registered clearing agency in the name of the clearing agency or its nominee, a
list of those participants in the clearing agency on whose behalf the clearing
agency holds the issuer’s securities and of the participants’ respective
positions in such securities as of a specified date.”

In the 10-K for the fiscal year ended June 30, 2004, the Company
reported that “[a]s of March 31, 2004, Sport-Haley’s common stock was held
by approximately 900 shareholders.”  The
Company intended to refer to shareholders and believes that this estimate was
accurate.

The 10-K for the fiscal year ended June 30, 2003 similarly
disclosed that “[a]s of February 13, 2003, Sport-Haley’s common stock was
held by approximately 900 shareholders.”
The Company intended this to mean 900 shareholders and not holders of
record.

The 10-K for the fiscal year ended June 30, 2002 similarly stated
that “[a]s of January 21, 2002, Sport-Haley’s common stock was held by
approximately 1,000 shareholders.”
Again, the Company confirms that this was estimated shareholders and not
holders of record.

In the 10-K for the fiscal year ended June 30, 2001, the Company
disclosed that “[a]s of May 18, 2001, Sport-Haley’s common stock was held
by approximately 930 shareholders.”
Again, this was intended to mean shareholders and not holders of record.

The Company’s records show the following number of holders of record of
its common stock for the following fiscal years:

  Fiscal Year

  Number of Approximate
  Record Holders

  2005

  66

  2004

  68

  2003

  63

  2002

  62

  2001

  64

While in future filings the Company will more clearly indicate whether
it is disclosing holders of record or approximate number of common shareholders
(as indicated in securities position listings), or both, the Company believes
that the inadvertent error in the most recent 10-K is not

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material and does not warrant the expense of filing an amended 10-K.

Company Acknowledgments

Pursuant to your request, the Company has authorized me to state on its
behalf its acknowledgment that:

•                                          the
Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

•                                          Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings;
and

•                                          the
Company will not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please let me know if you have any further questions or comments.

  Very truly yours,

  BERLINER MCDONALD P.C.

  /s/ Steven W. McDonald

  Steven W. McDonald

SWM:tdt

Enclosures

  cc:

  Donald W. Jewell

  Patrick W. Hurley

  Bill Evert, Hein & Associates LLP

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[Berliner
Zisser Walter & Gallegos, P.C. logo]

  Attorneys at Law

  One Norwest Center

  Suite 4700

  Denver, Colorado 80203-4547

  Phone (303) 830-1700

  Fax (303) 830-1705

  Robert W. Walter

  Email bzwg@bzwg.com

April 12, 1999

VIA REGULAR MAIL

Mr. Robert
Long

Division
of Market Regulation, Mail Stop 10-1

Securities
and Exchange Commission

Judiciary
Plaza

450
Fifth Street, N.W.

Washington,
D.C.  20549

Re:                               Sport-Haley, Inc.

Dear
Mr. Long:

I
spoke to you in early January regarding the Application For Withdrawal
From Listing of Securities Pursuant to Section 12(d) of The
Securities Exchange Act of 1934 on behalf of our client, Sport-Haley, Inc.
(the “Company”).  SEC Release No. 34-40949
confirms that “an order has been issued granting the application of Sport-Haley, Inc.
to withdraw its Common Stock, No Par Value, from listing and registration on
the Pacific Exchange.”  In January, we
asked specifically about receiving a new SEC file number for 12(g) reporting
rather than 12(b) reporting.  You
indicated that the general counsel’s office would provide us the new
number.  To date, we have not received a
copy of the order granting the application nor have we received the new 12(g) file
number.  I would appreciate it if you
could track those down and give me a call.
Thank you in advance for your assistance.

  Very
  truly yours,

  BERLINER
  ZISSER WALTER

   &
  GALLEGOS, P.C.

  /s/
  Robert W. Walter

  Robert
  W. Walter

cc:                                 Sport-Haley, Inc.