SecProbe.io

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							May 5, 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 Amended: April 27, 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.
      Registration Statement on Form S-1
General
1. Please note that upon filing of the executed underwriting
agreement, we may have comments on it and related disclosure.
Minimum Adjusted EBITDA, page 29

2. Please disclose herein whether the $27.2 million of transaction
write-offs (p.43) will have an adverse effect on your debt
covenant
compliance or your ability to pay dividends. Additionally, if the
$27.2 million was not included in the projected minimum adjusted
EBITDA of $65.8 million, please disclose that fact herein and tell
us
where in the debt agreement it allows for the exclusion of these
costs.

Management`s Discussion and Analysis, page 42

3. Your response to prior comment 6 indicates that the substantial
increase in cost and estimated earnings in excess of billings
relates
to two contracts accounted for under the percentage-of-completion
method. We assume that these contracts relate to the new drying
facility (p. 64) and the Honolulu pelletization facility (p.66).
If
not, then please provide a disclosure in the Business section
about
the two contracts.

4. On page 45, you disclose that "contract revenues include $6.7
million of revenue in 2004 on a contract that was originally
expected
to be completed over a multi-year period. Excluding this work,
contract revenues increased 5 percent in 2004 compared to 2003."
It
is unclear why you addressed only one of the two contracts when
analyzing your percentage of growth for contract revenue. MD&A
should
enable readers to fully understand the impact of both long-term
construction contracts on your revenues and earnings. This
expanded
disclosure is necessary given the material impact and the
irregular
frequency of such contracts. Please revise the disclosure to
address
both projects and provide relevant details such as the irregular
frequency of such construction contracts, the period(s) in which
construction is expected to be completed, the amount of revenue
recognized in 2004, the remaining revenue to be recognized on the
contracts, and the extent to which these contracts either
adversely
or positively impacted the operating income profit margin for the
Residuals Management operations segment.

5. The two contracts appear to have had an adverse impact on your
2004 liquidity. In this regard, we note the revised disclosure on
p.
49 that $4.7 million of construction costs incurred in 2004 are
not
billable until sometime after 2005. Please clarify in MD&A whether
an
adverse liquidity impact is expected in 2005. Also, in a
supplemental
letter, please explain to us the business purpose of granting
these
seemingly adverse customer payment terms. Consider also the
disclosures outlined in Article 5-02.3(c) of Regulation S-X.

6. The revised disclosure on page 48 indicates that payments to
certain subcontractors will not be made until after you have
received
payment from the customer. If these subcontractor liabilities
relate
to the $4.7 million long-term asset, then it appears that the
liability should also be classified as long-term. Please revise or
clarify the disclosure.

Revenue Recognition

7. In evaluating your response to prior comment 6, we are unable
to
determine whether you are contractually obligated to operate the 2
facilities that you are currently constructing. Such a continuing
obligation may impact the appropriate revenue recognition for
these
transactions. Other factors that create an uncertainty over the
proper accounting for the two contracts include (a) the extended
delay in your ability to bill for costs incurred and (b) the 2004
recognition of contract receivables that you do not expect to
collect
until "an extended period following completion of the contract"
(p.
F-35). In a letter of supplemental information, please tell us why
you believe percentage-of-completion to be the appropriate method
for
revenue recognition for the two contracts. Address whether any
consideration was given to either the completed contract method,
EITF
00-21, or any other applicable accounting methods. Please discuss
the
key contract terms that you believe are most relevant in
determining
the proper accounting treatment. In this analysis, please address
all
continuing obligations, any contingent liabilities to the
customer,
the terms under which you receive payment for work performed, and
the
accounting basis and valuation method you relied on when booking
the
receivables that will not be collected until an extended period
following completion of the contract. To expedite our analysis of
this issue, please provide us with copies of the two contracts.

Segment Disclosure

8. We examined the reports that are reviewed by your chief
operating
decision maker and it is unclear to us how you concluded that the
4
geographic operating segments have similar economic
characteristics
(p. 58). We note that (i) revenues are down from 2003 to 2004 for
the
South while in the other regions revenues have increased, (ii) the
Northeast`s gross profit and EBITDA margins decreased from 2003 to
2004, while margins for the other regions increased, (iii) the
Northeast has substantially higher gross profit and EBITDA margins
then the other 3 regions, (iv) the Central region doesn`t appear
similar to the other regions when considering its gross profit and
EBITDA margins. Please tell us why you believe that the four
operating segments meet the aggregation criteria set forth in
paragraph 17 of SFAS 131 when it does not appear that they have
similar economic characteristics. Alternatively, please expand the
SFAS 131 segment disclosure to break-out the Residuals Management
Operations segment into the 4 geographic regions.

Principal and Selling Stockholders, page 82

9. Please revise the selling stockholder table to include a
separate
column for those shares being redeemed by Synagro.

Legal Opinion

10. In paragraphs (d), (e), and (f) of the legal opinion, please
remove the language "subject to the terms of the Rights
Agreement."

Form 10-K for the fiscal year ended December 31, 2004
11. Please disclose who identified your control weaknesses and
state
when you believe these weaknesses began.

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:	Dennis M. Meyers, Esq.
	Andrew Terry, Esq.
	(312) 861-2200
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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