SecProbe.io

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							April 19, 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: March 23, 2005
	Annual Report on Form 10-KSB for period Ending December 31,
2004
	File No.: 0-21054
	Date Filed: March 22, 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.
Cover Page
1. Please delete the phrase "Joint Book Running Managers" from the
prospectus cover page.  You may, however, include this phrase,
with a
brief explanation, to describe the syndicate`s specific function,
in
the Underwriting section.

Our Competitive Strengths, page 2

2. We note that you have revised your Business section in response
to
comment 42 of our February 25, 2005 letter by replacing the
statement
that you believe that you are one of the most experienced firms in
treating wastewater residuals with the statement that you are one
of
the largest firms in your industry.  Please revise the Summary
section similarly or provide a basis for your belief that you are
one
of the most experienced firms in your industry.

Risk Factors, page 12

3. We reissue comment 11 of our February 25, 2005 letter.  The
risk
factor entitled `We could face personal injury, third-party or
environmental claims . . ." addresses the possibility of facing
liability for which you are uninsured yet goes on to state that
you
believe your insurance coverage protects you from catastrophic and
other loss.  Please clarify why you believe this risk is currently
material.

Use of Proceeds, page 25

4. We note your response to prior comment 14.  We may have
comments
on your additional disclosure regarding the repurchase of options
from members of management once the information is available.

Dividend Policy and Restrictions, page 27

5. We note your explanation of new facility capital expenditures.
In
view of this explanation and our prior comment 18, please
elaborate
on what you mean by "growth opportunities" that do not include
building new facilities.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 42

6. We note your response to prior comment 27.  However, the
percentage of accounts receivable and earnings in excess of
billings
to quarterly sales has now increased to 90%.  Based on the trend
observed in our prior comment, it appears that a larger percentage
of
revenue is remaining uncollected at the end of each quarter. As
previously requested, please provide a discussion to explain why
it
appears to be taking longer to collect your revenues. Why have the
earnings in excess of billings account increased by $12 million
since
12/31/03? Are the payment terms in your contracts materially
different now vs. the customer contracts used at 12/31/03? Has the
nature of the work changed? Are customers delaying payment due to
disagreements? Absent a specific explanation, there is an
uncertainty
over whether your revenue recognition policies have been
consistently
applied. As part of your discussion please also address why there
weren`t material earnings in excess of billings prior to September
30, 2004.

7. We note your response to prior comment 28.  However, please
disclose as of the most recent balance sheet date how much of your
expected fuel requirements for the next year are locked in.
Additionally, if the fuel contracts that you entered into with
your
fuel suppliers represent purchase obligations under paragraph A
(5)
of Item 303 of Regulation S-K, please include them as part of your
tabular disclosure of contractual obligations.

Projected Cash Interest Expense, page 29

8. Please quantify in footnote (2) the specific LIBOR rate used in
your calculations and clarify its origin i.e. 1 month rate, 6
month
rate, etc. Disclose herein the impact on pro forma cash interest
expense of a 25 basis point increase in the LIBOR rate. In this
regard, see the guidance in Article 11-02(b)(8) of Regulation S-X.

9. Also, quantify in footnote (2) the impact of the anticipated
interest swaps on your calculations.

10. We note that Standard & Poor`s Ratings Services downgraded
your
rating from stable to negative. Taking this into consideration,
please tell us whether this will impact your ability to secure the
swap agreements. Also, explain why you believe that the pro forma
adjustments for interest rate swaps are factually supportable as
contemplated by Article 11-02(b)(6) of Regulation S-X.

11. Please explain in footnote (2) why the $17.3 million amount is
different from the $13.7 million amount in your pro forma
commitments
table on page 51.

Segment Disclosure

12. We note your response to prior comment 38.  As previously
requested, please provide us with the reports reviewed by your
chief
operating decision maker.

Backlog, page 67

13. Please disclose the percentage of your backlog you believe to
be
firm.

Principal and Selling Stockholders, page 81

14. Please ensure that the number of shares you intend to offer
for
resale is consistent throughout the prospectus.  In this regard,
please reconcile the difference between the number of shares
listed
for resale on the cover page of the prospectus with the number
listed
in the Summary on page 4 and this section on page 81.

15. Please revise the selling stockholder table to differentiate
between the shares being offered for resale and those being
redeemed
by Synagro.

Legality Opinion

16. Please reconcile the number of shares of common stock
specified
in legality opinion with the number disclosed in the prospectus.
In
this regard, we note that the cover page of the prospectus
discloses
that Synagro is offering 8,800,000 shares and the selling
stockholders 21,634,783 shares plus 4,565,217 over-allotment
shares,
but the legality opinion states that Synagro is offering up to
9,932,280 shares and the selling stockholders up to 29,571,106
shares
of common stock.

17. Please revise this opinion so that opines on the
enforceability
of the Preferred Share Purchase Rights.

Form 10-K for the fiscal year ended December 31, 2004

18. Please specify the control weaknesses that resulted in the
errors
leading to the restatement of your financial statements, who
identified these weaknesses, and when you believe they began.

19. We note that with the concurrence of the audit committee you
concluded that your financial statements for the years ended
December
31, 2002 and 2003 needed restatement.  Please disclose when you
communicated these problems and the problems with the financial
results for the second and third quarters of 2004 to the audit
committee.

20. We note that in 2005 your management began to put procedures
in
place to correct your control weaknesses and that they relate to
documenting and analyzing complex technical issues.  Please
specify
what these procedures are.

21. We note your disclosure that "other than the items noted
above,
there were no other changes in our internal control over financial
reporting during the quarter ended December 31, 2004 that has
materially affected or is reasonably likely to affect our internal
control over financial reporting."  Revise to state clearly, if
correct, that there were changes in your internal control over
financial reporting that occurred during this quarter that have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

   As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly

facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

   We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

   You may contact Tracey McKoy at (202) 824-5486or Alfred Pavot
at
(202) 942-1764 if you have questions regarding comments on the
financial statements and related matters.  Please contact Craig
Slivka at (202) 942-7470 with any other questions.

Sincerely,

      Pamela Long
      Assistant Director

cc:	Andrew Terry, Esq.
	(312) 660-0287
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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