SecProbe.io

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							February 25, 2005
Via U.S. Mail and Facsimile

Robert C. Boucher
President
Synagro Technologies, Inc.
1800 Bering Drive, Suite 1000
Houston, Texas 77057

Re:	Synagro Technologies, Inc.
	Registration Statement on Form S-1
	File No.: 333-122351
	Date Filed: January 28, 2005

Dear Mr. Boucher:

      We have 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 note that the referenced page numbers refer to
the
"marked" copy of the prospectus.

      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.

General

1. Please provide all information required except that allowed to
be
excluded by Rule 430A of the Securities Act of 1933.  This
information impacts disclosure throughout your filing and will
require time to review.  Note that we may have additional comments
on
your filing once you provide the information.

2. Please supplementally provide the staff with any pictures or
graphics you intend to use for the prospectus.  We may have
comment.

3. Prior to the effectiveness of your registration statement,
please
provide us with a copy of the letter or call from the NASD
indicating
that the NASD has no objection to the underwriting compensation
described in the filing.

4. Exchange Act reports should be revised as appropriate in
response
to the comments in this letter.

5. Please disclose the information required by Items
201(a)(1)(iii)
and 201(b)(1) of Regulation S-K.

Summary, page 1

6. Consider and identify those aspects of the offering and your
company that are most significant and highlight these points in
plain, clear language.  The summary should not, and is not
required
to repeat the detailed information in the prospectus.  The
detailed
description of your business, competitive strengths, and strategy
is
unnecessary since you repeat them verbatim in Business section of
the
prospectus.  Please refer to Item 503 of Regulation S-K and
Release
No. 33-7497.

7. Ensure that the information you include in your summary is
balanced.  For example, you cite recurring revenue and stable
operating cash flow, attributable in part to staggered contract
expirations, as a competitive strength, but you omit any
discussion
here about the fact that your largest contracts can be terminated
upon notice by your top customers.  To the extent that you
continue
to cite competitive strengths in your summary, please review each
one
and revise as necessary to provide balancing information.

Market and Industry Data; page i

8. Please remove the statement that some of the information in the
prospectus may not be accurate.  You are responsible for the
accuracy
of all of the disclosure in the prospectus.  If specific
information
is based on your belief, we will not object to a statement to that
effect where the information appears.

9. You cite research and analysis reports prepared by Informa
Economics, Inc. as the source of some of the information in this
prospectus.  Please tell us supplementally whether Informa`s
information was prepared for you or for use in this prospectus, or
whether it is widely and publicly available.  Tell us whether
Informa
consented to your use of its information in this prospectus.  We
may
have additional comments upon review of your response.

Summary Historical and Pro Forma Financial Data, page 10

10. You state that you believe Adjusted EBITDA provides useful
information regarding a company`s ability to service and/or incur
indebtedness.  If management uses EBITDA to evaluate liquidity, it
should be reconciled to the most closely comparable GAAP measure
of
liquidity:  cash flows from operating activities.

Risk Factors, page 14

11. Please do not include risks that are not currently material,
or
clarify why risks are currently material.  For example, on page 16
you discuss the risk that you will not be able to refinance your
new
credit facility in 2010 or term loan in 2012, and on page 19, you
discuss the risk that new environmental legislation could be
enacted
that would require you to obtain new permits that could adversely
affect your business.  These are just two examples of risks that
do
not appear to be currently material.  Your risk factor section may
contain other risks that should be removed or elaborated upon in
response to this comment.

12. In the risk factor "Our organizational documents could limit
another party`s ability to acquire us . . ." on page 18, please
briefly disclose the nature of the other provisions that could
have
an anti-takeover affect.

Use of Proceeds, page 27

13. Give the maturity date of the 9 1/2% notes you will repay with
proceeds of this offering.

14. Identify the members of management who will receive proceeds
of
this offering, whether pursuant to option repurchases, transaction
bonuses or otherwise, and state the amount that each person will
receive.  Please also explain how you will calculate the purchase
price for the options.  In this regard, it does not appear that
any
unexercised options held by named executive officers are in-the-
money
as of December 31, 2004.

Dividend Policy and Restrictions, page 28

15. Please revise to disclose all omitted information in this
section.  Note that we may have additional substantive comments on
the disclosure in this section once you have completed all missing
information.

16. Please define the terms "base business capital expenditures,"
"ongoing capital expenditure program," "replacements, betterments
and
growth," "new facility capital expenditures," "capital
expenditures
on our base business," and "working capital requirements,"  Please
clarify whether these terms are other ways of talking about
working
capital expenditures.

17. The section should begin with a clear statement of the
dividend
policy, including the judgments made with regard to paying out a
substantial portion of the cash generated by your business rather
than retaining it.  Please revise so that the substance of the
last
sentence in your first paragraph is your first sentence in this
section.

18. We note your statement in the second paragraph that you will
retain sufficient 	cash after the distribution of dividends to
permit the pursuit of growth opportunities that do not require
material capital investment.  Please explain what you mean by
growth
opportunities that do not include new facilities.  Also, please
confirm that you have appropriately included in your tables any
growth capital expenditures that will be funded out of cash.

19. We also note your statements on page 32 that "[F]uture new
facility capital expenditures will be financed with borrowings
under
the delayed draw term loan and the revolving credit facility.  We
also note your statement on page 30 that you expect new facility
capital expenditures to be funded "in part" with borrowings.
Please
explain and revise your disclosure.

20. We note that the new facility capital expenditures of
approximately $39.1 million will be funded in part with borrowings
under the delayed draw term loan and therefore are not included in
the table on page 30.  Please disclose how you will fund the
remainder of this new facility and clarify whether the entire
$39.1
million is excluded from the table.

21. Please move the fifth paragraph, which is your second bullet
list, so that it immediately follows the first paragraph.

22. Wherever you use the term "excess cash" please use a term such
as
"cash available to pay dividends."

23. Include a clear statement on the first page of this section
stating that you may have to access your credit facility to pay
dividends.  (See the paragraph on page 32 that begins with
"Depending
on the timing. . . ")

24. On page 30, it is not clear why you are presenting "estimated
cash interest expenses" as a net amount.

25. Please include the word "pro forma" before "cash that would
have
been available to pay dividends" in your Pro Forma table.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 43

26. Please revise the Management`s Discussion and Analysis section
to
provide discussion and analysis of known trends, demands,
commitments, events and uncertainties that management views as
most
critical to the company`s revenues, financial position, liquidity,
plan of operations and results of operations; rather than a mere
narrative recitation of the financial statements.  In an effort to
assist you in this regard when responding to the comments below,
please refer to the Commission Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm..

27. We note that accounts receivable and earnings in excess of
billings as a percentage of quarterly sales has increased from 75%
at
December 31, 2003 to 84% at September 30, 2004.  Please provide a
discussion in your MD&A to include an explanation for the
increase.
Additionally, as part of your discussion, please address the
adequacy
of your allowance for doubtful accounts, as we note that your
allowance has decreased while your accounts receivable has
increased.
Absent disclosure to the contrary, it is not clear whether there
has
either been an increase in credit risk or a change in your revenue
recognition practices.

28. We note your discussion regarding exposure to fluctuations in
fuel costs.  Please describe in the filing how you manage this
risk.
Such descriptions shall include, but not be limited to, a
discussion
of the objectives, general strategies, and instruments, if any,
used
to manage those exposures.  Refer to Item 305 of Regulation S-K.

Results of Operations for the Nine Month Periods Ended September
30,
2004 and 2003

29. We note that in the nine months ending September 30, 2004
versus
the same period in 2003 gross profit increased $2.5 million or
5.1%
as a result of the increased revenue, an improvement in land
application, and cleanout operating margins.  Please elaborate on
how
you achieved improved land application and cleanout operating
margins.

30. We note that selling, general and administrative expenses as a
percentage of revenues decreased to 7.3% in the first nine months
of
2004 from 8.4% in the same period of 2003 and that this decrease
as a
percentage of revenues related to leverage of certain fixed
administrative costs and a reduction in expenses attributed to
cost
reduction initiatives put in place in the fourth quarter of 2003.
Please discuss this leverage of administrative costs and cost
reduction initiatives in greater detail.

Results of Operations for the Years Ended December 31, 2003 and
2002

31. We note that the increase in revenues in the year ended
December
31, 2003 versus the same period in 2002 relates to increased
volume
from service and maintenance contracts and that approximately $6.2
million of the increase in revenue related to acquisitions.
Please
clarify how this increase stemmed from the acquisitions.  Please
also
discuss any trends that are affecting your increase in revenue
from
service and maintenance contracts.  We note that you enjoyed a
significant increase in contract service revenues in the nine
months
ended September 2004 as compared to the nine months ended
September
2003 as well.

Liquidity and Capital Resources
Historical Cash Flows, page 49

32. We note that cash flows from operating activities increased by
72.7% for the nine months ended September 30, 2004 versus the same
period in 2003 and that it primarily relates to increased net
income
and a reduction of cash required for working capital.  Please
elaborate on why less cash was needed for working capital.

Debt Services Requirements, page 50

33. We note your statement that the closing of this offering is
conditioned upon the closing of the new credit facility.  We also
note your statement on page 4 of the Summary that you will enter
into
this facility concurrently with the closing of this offering.
Supplementally, please reconcile these statements and explain how
this condition is consistent with the characterization of this
offering as a firm commitment.  We may have further comment upon
your
response and our review of the underwriting agreement.

34. We note that in January, Moody`s Investors Service downgraded
your credit rating.  Please discuss any impact this and any other
credit ratings may have on your ability to service your debt and
future cash flows.

Revenue Recognition, page F-9

35. We note that you provide for losses in connection with long-
term
contracts.  Please disclose the activity for each year an audited
income statement is presented and discuss significant accruals or
adjustments. Refer to Rule 12-09 of Regulation S-X for guidance.

Note 20 - Condensed Consolidating Financial Statements, page F-43

36. We note that your intercompany long-term debt has a debit
balance
as of December 31, 2003.  Please reclass this balance to be
reflected
as a non-current asset.  Additionally, this comment is also
applicable to your September 30, 2004 balance sheet that is
presented
on page F-66.

37. We note that you disclose that each of the Guarantor
Subsidiaries
is ultimately wholly owned by the parent company and the
guarantees
are unconditional and joint and several.  If true, please also
disclose that this is a full guarantee.  Refer to Rule 3-10 of
Regulation S-X. Additionally, this comment is applicable to your
disclosure in Note 11 on page F-65.

Segment Disclosure

38. It is unclear how you determined that you have one reportable
segment given the manner in which your operations are presented on
your website.  Please tell us how you determined your operating
and
reportable segments and provide the staff with the reports
reviewed
by your chief operating decision maker to make decisions.  Refer
to
SFAS 131 for guidance.

Adjusted EBITDA

39. We note that you use adjusted EBITDA based on requirements of
your debt agreement. Please provide the staff with this agreement
and
clearly mark the section that allows you to exclude bad debt
expense
and reorganization costs from your calculation. If the agreement
has
been filed as an exhibit, please tell us the exhibit number and
the
section number to locate the information requested.

Business, page 60

40. Please clarify in this section the percentage of your revenue
derived from recycling operations and that derived from product
sales.

Industry Overview, page 60

41. Please discuss the basis for your belief that the organic
residuals industry is approximately $8 billion in size and will
continue to grow at four to five percent annually over the next
decade.  Provide us supplementally with a copy of any data,
studies
or similar information that supports this statement.

Our Competitive Strengths, page 63
42. Please provide a basis for your statement that you are one of
the
most experienced firms in treating wastewater residuals to meet
the
EPA`s Class A standards.

Our Business Strategy
Services and Operations, page 66

43. We note your statement that you "are the leader in marketing
end-
use wastewater residuals products, such as compost and heat-dried
pellets used