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[KIRKLAND & ELLIS LOGO]

200 East Randolph Drive

Chicago, Illinois 60601

Andrew J. Terry

To Call Writer Directly:

312 861-2200

Facsimile:

312 861-2192

312 861-2000

aterry@kirkland.com

www.kirkland.com

May 11,
2005

VIA TELECOPY, EDGAR AND COURIER

United
States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 0309

Washington, D.C. 20549

(202) 942-1864

Attention:

Pamela Long

Craig Slivka

Tracey McKoy

Alfred Parot

Re:

Synagro Technologies, Inc.

Amendment No. 2 to Registration Statement on Form S-1

File No.: 333-122351

Date Filed: April 27, 2005

Dear
Ladies and Gentlemen:

        On
behalf of Synagro Technologies, Inc., a Delaware corporation (the "Company"), attached please find revised pages to the above-captioned Registration Statement of the Company
(the "Registration Statement") in response to the comment letter sent to Mr. Robert C. Boucher, the Company's Chief Executive Officer and President, dated May 5, 2005 from the
staff of the Commission (the "Staff").

        For
ease of reference, we have reproduced the Staff's comments herein and have set forth below each of the Company's responses. We have referenced in the Company's responses the
appropriate page number of the prospectus to be contained in the Company's Amendment No. 3 to the Registration Statement (the "Prospectus"). The attached revised pages of the Prospectus have
been marked to show changes from the form of prospectus contained in Amendment No. 2 to the Registration Statement as filed on April 27, 2005. The Company intends to file Amendment
No. 3 with the Securities and Exchange Commission promptly upon resolving any outstanding comments with the Staff.

London        Los Angeles        New York        San
Francisco        Washington, D.C.

        Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

General:

        (1) Staff's comment:    Please note that upon filing of the executed underwriting agreement, we may have
comments on it and related disclosure.

                Response:    We note the Staff's comment. The current form of underwriting agreement
will
be filed as Exhibit 1.1 to Amendment No. 3.

Minimum Adjusted EBITDA. page 29

        (2) Staff's comment:    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.

                Response:    We have revised our disclosure on page 33, 35 and 34 of the Prospectus
in
response to the Staff's comment. The definition of "Consolidated EBITDA," in the Company's credit agreement, dated as of April 29, 2005 specifically excludes the $27.2 million of
transaction write-offs referenced in the Registration Statement. The Company intends to file the credit agreement as an exhibit to Amendment No. 3.

Management's Discussion and Analysis. page 42

        (3) Staff's comment:    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.

                Response:    One of the contracts referenced is the Honolulu contract which is the
same
contract that is referenced on pages 64 and 66. The other contract is with the City of Providence. See response to comments 4 and 7 below for further discussion of these two projects. We
have revised the business section on pages 61 and 62 to further describe these two contracts.

        (4) Staff's comment:    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

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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.

                Response:    There are two contracts accounted for under the percentage of
completion
method of accounting, one contract is for the design, construction and operations of a bio-solids dryer facility and the other contract is for the removal and disposal of
bio-solids from a lagoon over a 5 year period. We include new dryer facility construction contracts in design/build revenues until they commence operations. Once they commence
operations, the operating revenues are included in contract revenues. We include contracts to remove and recycle bio-solids from lagoons over multi year periods in contract revenue.
Accordingly, the dryer construction contract accounts for the majority of the $5.9 million change in design build work discussed on page 42 and the multi-year lagoon cleanout
contract accounts for the $6.7 million of contract revenue that was specifically mentioned as a reason for the change in contract revenue on page 42. We have revised MD&A on
pages 48 and 49 of the Prospectus to better explain the above and to add the additional disclosure requested by the staff regarding these two contracts.

        (5) Staff's comment:    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 S-O2.3(c) of Regulation S-X.

                Response:    Costs incurred on these two contracts are expected to be covered by
billings
and related cash receipts in 2005 and are therefore not expected to significantly impact our liquidity in 2005. See the supplemental for comment 7 for additional analysis discussion of the
contract payment terms. See page 52 of the Prospectus, where we have clarified in MD&A that the two contracts are not expected to have an adverse impact on liquidity in 2005. Also, see
pages F-15 and F-16 of the notes to the financial statements where we have added the additional disclosures requested pursuant to Article 5-02.3(c) of
Regulation S-X.

        (6) Staff's comment:    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.

3

                Response:    The referenced subcontractor liabilities do not relate to the
$4.7 million long-term asset. We have added clarifying disclosures that these amounts will be paid in 2005 on page 48 of the Prospectus.

Revenue Recognition

        (7) Staff's comment:    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.

                Response:    We have separately provided on a supplemental basis the requested
support for
the use of the percentage of completion method of accounting for the two contracts, attached hereto as Exhibit A. We have also supplementally provided the Staff with copies of the two contracts
as requested.

Segment Disclosure

        (8) Staff's comment:    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 t 7 of SFAS 131 when
it does not appear that they have similar economic characteristics. Alternatively,

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please
expand the SF AS 131 segment disclosure to break-out the Residuals Management Operations segment into the 4 geographic regions.

                Response:    We have separately provided on a supplemental basis the requested
support for
the aggregation of the 4 geographic segments and how they have similar economic characteristics, which is attached hereto as Exhibit B.

Principal and Selling Stockholders. page 82

        (9) Staff's comment:    Please revise the selling stockholder table to include a separate column for
those shares being redeemed by Synagro.

                Response:    We have revised our disclosure on page 87 of the Prospectus in
response to the Staff's comment.

Legal Opinion

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

                Response:    We have removed the language "subject to the terms of the Rights
Agreement in
paragraphs (d), (e), and (f) of the legal opinion in response to the Staff's comment. We have supplementally attached a draft of our legal opinion as Exhibit C to this letter.

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

        (11) Staff's comment:    Please disclose who identified your control weaknesses and state when you
believe these weaknesses began.

                Response:    Our proposed disclosure in response to the Staff's comment is set forth
in
Exhibit D attached supplementally hereto.

*        *        *        *        *

        We
hope that the foregoing has been responsive to the staff's comments. In accordance with Rule 461 of Regulation C, we would like the effective date of the Registration
Statement to be accelerated as soon as possible. Accordingly, it would be greatly appreciated if you could advise the undersigned at the number below if the foregoing responses are acceptable or if
any additional comments or questions will be forthcoming.

5

        The
Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended, as they relate to the proposed public
offering of securities contemplated by its Registration Statement.

        Should
you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 861-2192.

Very truly yours,

/s/  ANDREW J. TERRY       Andrew J. Terry

6

EXHIBIT A

        [Supplementally provided to the Staff]

EXHIBIT B

        [Supplementally provided to the Staff]

EXHIBIT C

Exhibit 5.1

KIRKLAND & ELLIS LLP
 AND AFFILIATED PARTNERSHIPS

200 East Randolph Drive

Chicago, Illinois 60601

312 861-2000

www.kirkland.com

Facsimile:

312 861-2200

May    , 2005

Synagro
Technologies, Inc.

1800 Bering Drive, Suite 1000

Houston, Texas 77057

Ladies
and Gentlemen:

        We
are acting as special counsel to Synagro Technologies, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of 38,631,346
shares of its common stock, par value $.002 per share (the "Common Stock") and the attached preferred share purchase rights (the "Rights") attached to the Common Stock (collectively, the "Shares"),
pursuant to a Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the "Commission") on the date hereof, under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). Of the Shares to be registered pursuant to the Registration
Statement, up to 9,713,024 shares are being offered by the Company (the "Primary Shares") and up to 28,918,322 shares are being offered by the selling stockholders named in the Registration Statement
(the "Secondary Shares"). For purposes of this opinion, the terms Primary Shares and Secondary Shares also refers to any additional Shares included pursuant to Rule 462(b) under the Act.

        In
that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have
deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the Certificate of Incorporation of the Company and the
Certificate of Amendment to the Certificate of Incorporation of the Company, (ii) the Rights Agreement, dated as of December 20, 1996, between Synagro Technologies, Inc. and
Intercontinental Registrar & Transfer Agency, Inc., as Rights Agent, and (iii) minutes and records of the corporate proceedings of the Company with respect to the issuance and
sale of the Primary Shares and, as applicable, the original issuance of the Secondary Shares.

        For
purposes of this opinion, we have assumed the authenticity of all documents submitted to us as origin