SecProbe.io

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April 26, 2005

Mr. Andrew Blume
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:   Avondale Incorporated - Form 10-K for the Fiscal Year Ended
               August 27, 2004, Filed November 12, 2004 (File No. 33-68412) and
               Form 10-Q for the Thirteen Weeks Ended November 26, 2004, Filed
               January 7, 2005 (File No. 33-68412) (the "Reports")

Dear Mr. Blume:

         This letter sets forth the responses of Avondale Incorporated (the
"Company") to the comments of the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") with regard to the above-referenced
Reports. The Staff's comments were provided to the Company in a letter dated
March 29, 2005.

         In connection with responding to these comments, the Company
acknowledges that:

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

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

               o  the Company may 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.

General

1.       Where a comment below requests additional disclosures or other
         revisions to be made, these revisions should be included in your future
         filings, as applicable.

         Response

         The Company will conform future filings as applicable.

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Mr. Andrew Blume
Securities and Exchange Commission
Page 2

               FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 27, 2004

Item 6.  Selected Financial Data, page 14

2.       We note that you disclose Adjusted EBITDA, a non-GAAP financial measure
         that is used to determine compliance with certain covenants of your
         debt and receivables securitization agreements. Please revise your
         disclosure to discuss (1) the materiality of the agreements and the
         related covenants, (2) the amounts or limits required for compliance
         with the covenants, and (3) the actual or reasonably likely effects of
         compliance or non-compliance with the covenants on your financial
         condition and liquidity. See Question 10 of the SEC's Frequently Asked
         Questions Regarding the Use of Non-GAAP Financial Measures (the
         Non-GAAP FAQ), available on our website at www.sec.gov.

         Response

         The Company will revise its disclosure in future filings to include the
         information requested. The Company notes pages 29 and 30 of its Form
         10-Q report for the thirteen weeks ended February 25, 2005 incorporated
         such revisions.

3.       Each time you present the measure Adjusted EBITDA, please also present
         alongside the measure your cash flows from operating, investing and
         financing activities. Refer to Question 12 of the Non-GAAP FAQ.

         Response

         The Company will revise its disclosure of Adjusted EBITDA in future
         filings to include cash flows from operating, investing and financing
         activities. The Company notes that pages 29 and 30 of its Form 10-Q
         report for the thirteen weeks ended February 25, 2005 incorporated such
         disclosures.

4.       Please tell us whether the ratio of Adjusted EBITDA to interest
         expense, net and discount and expenses on sale of receivables is also
         one of your material debt covenants. If so, please add a footnote to
         the table describing how you calculate the ratio and also provide
         disclosure similar to the disclosure we have requested above with
         respect to your presentation of Adjusted EBITDA. Refer to Question 10
         of the Non-GAAP FAQ for additional information. If not, please tell us
         supplementally why you believe you are permitted to include this
         measure in your filing in light of the prohibitions in Item 10(e) of
         Regulation S-K. Ensure your supplemental response is clear in terms of
         the usefulness of this non-GAAP measure and how the measure is used by
         management.

         Response

         As described on pages 29 and 30 of the Company's Form 10-Q report for
         the thirteen weeks ended February 25, 2005, the Company' revolving
         credit facility, accounts

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Mr. Andrew Blume
Securities and Exchange Commission
Page 3

         receivable securitization facility, equipment note, senior floating
         rate notes due 2012 and senior subordinated notes due 2013 include
         similar financial covenants, generally including an interest coverage
         ratio, a fixed charge coverage ratio and minimum Adjusted EBITDA that
         are calculated based on the Company's Adjusted EBITDA. Under the most
         restrictive of these financial covenants applicable to fiscal 2005, the
         Company must maintain an interest coverage ratio greater than 2.0, a
         fixed charge coverage ratio greater than 1.50 and minimum annual
         Adjusted EBITDA of greater than $45.0 million. The Company has
         historically presented financial ratios in its annual reports on Form
         10-K. To the extent that the Company presents these ratios in future
         filings, it will clarify how the ratios are calculated and how the
         ratios are used in measuring compliance with the Company's material
         debt and financing agreements in accordance with Question 10 of the
         Non-GAAP FAQ. The Company believes these financial covenants are
         material to its financial condition as failure to comply with one of
         these covenants may limit the incurrence of additional indebtedness or
         trigger events of default.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation, page 16

5.       On page 9 you disclose that you have established reserves for certain
         "significant" environmental projects. Due to the significance of these
         environmental projects, we feel that additional detailed disclosures in
         MD&A and in the financial statement footnotes regarding the judgments
         and assumptions underlying the recognition and measurement of the
         liabilities are necessary to inform readers fully regarding the range
         of reasonably possible outcomes that could have a material effect on
         your financial condition, results of operations, or liquidity. For
         example, as discussed in paragraph 9 of SFAS 5, we believe that the
         amounts accrued for each matter should be disclosed. To the extent it
         is reasonably possible you will incur losses in excess of recorded
         amounts related to this or other contingent liabilities, please provide
         the applicable disclosures in accordance with SFAS 5, including the
         amount or range of reasonably possible losses in excess of recorded
         amounts. Alternatively, if no amount of loss in excess of recorded
         amounts is believed to be reasonably possible, please state this in
         your disclosure. Please note that the term reasonably possible, as
         described in paragraph .160 of SOP 96-1, spans a significant range
         starting from remote and ending with probable. Other disclosures, as
         further described in SAB Topic 5-Y, may be necessary, including (but
         not limited to):

         o  The circumstances affecting the reliability and precision of loss
            estimates;

         o  The extent to which unasserted claims are reflected in the accruals
            or may affect the magnitude of the contingency;

         o  Whether, and to what extent, losses may be recoverable from third
            parties;

         o  The timing of payments of accrued and unrecognized amounts;

         o  The material components of the accruals and significant assumptions
            underlying estimates;

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Mr. Andrew Blume
Securities and Exchange Commission
Page 4

         o  The recurring costs of managing hazardous substances and pollutions
            in ongoing operations;

         o  Mandated expenditures to remediate previously contaminated sites,
            and;

         o  Other infrequent or non-recurring clean-up expenditures that can be
            anticipated, but which are not required in the present
            circumstances.

         See the guidance provided in SFAS 5, SAB Topic 5-Y, and SOP 96-1. Show
         us supplementally what the revised disclosures would look like for the
         historical periods presented.

         Response

         The Company has identified those environmental matters where it is
         probable that expenditures will be required, including a pond with
         certain contamination and land previously used as a landfill, both
         acquired in a 1996 transaction, and various other minor environmental
         matters that are expected to be resolved by much smaller expenditures.
         The expected losses for these environmental matters have been fully
         reserved and are not deemed material to the consolidated financial
         statements. If more costly remediation measures are necessary than
         those believed to be probable based on current facts and circumstances,
         actual costs may exceed the reserves provided. However, based on the
         information currently available, management does not believe that the
         outcome of these matters will have a material adverse effect on the
         Company's future results of operations or financial condition. In
         response to the Staff's comment, the Company provided additional
         disclosure in its Form 10-Q report for the thirteen weeks ended
         February 25, 2005. See footnote 8 of the financial statements on page
         10 and in Part I, Item 2 on page 21. The Company also agrees that it
         will include similar disclosure, as applicable, in future filings.

Results of Operations, page 17

6.       Where you describe two or more business reasons that contributed to a
         material change in a financial statement line item between periods,
         please quantify, where possible, the extent to which each change
         contributed to the overall change in that line item. For example, with
         respect to the overall change in operating income from fiscal year 2002
         to 2003 please quantify the extent to which the changes are
         attributable to the various contributing factors, such as declines in
         unit volume, reductions in unit cost absorption and operating
         efficiencies, and lower raw material costs. Please also supplementally
         tell us why you discuss the $2.5 million restructuring charge as a
         reason for the decline in operating income when the restructuring
         charge of $7.0 million in fiscal year 2002 was much greater. See Item
         303(a) of Regulation S-K and SEC Release No. 33-8350.

         Response

         Given the many dynamic factors that may affect the Company's product
         costs, the Company believes that disclosure at the level suggested by
         the Staff would require the
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Mr. Andrew Blume
Securities and Exchange Commission
Page 5

         inclusion of information in MD&A that is not material to a debt
         holder's understanding of the Company's results of operations. In
         addition, the Company is concerned that detailed reporting of specific
         raw material and other unit costs would result in a competitive
         disadvantage for the Company. The Company will provide additional
         disclosure in future filings to the extent material.

         In response to the Staff's comments concerning the $2.5 million of
         restructuring charges in fiscal 2003, the Company agrees that
         discussion of restructuring charges, which added further understanding
         in earlier quarter-to-quarter comparisons in the Form 10-Q reports,
         could have been omitted from the MD&A in the Form 10-K report for the
         year ended August 27, 2004.

7.       Where you identify intermediate causes of changes in your operating
         results, also describe the reasons underlying the intermediate causes.
         For example, you indicate that the change in operating income from
         fiscal year 2003 to 2004 is due to a significant increase in raw
         material costs. While this information is beneficial to the reader, you
         do not explain why these raw material costs increased. A discussion of
         the relevant factors and trends that led to the increased costs would
         be beneficial to the reader. Additionally, we note your statement that
         reductions in raw material costs are expected to yield improvements in
         margins during fiscal 2005. Please elaborate your disclosures to
         indicate your reasoning for this and other similar predictions. See SEC
         Release No. 33-8350.

         Response

         Fluctuations in the Company's raw material costs primarily reflect
         fluctuations in the market prices of cotton, polyester fiber, yarns and
         greige fabrics. Cotton is an agricultural commodity. Its supply and
         quality, which affect prevailing market prices, are subject to the
         forces of nature. The market price of cotton is also subject to the
         effects of worldwide demand for cotton textile products, including
         shifts in demand between domestic and foreign users, and speculative
         investments in the cotton commodity market. Polyester fiber, which is
         derived from petroleum by-products, is subject to the effects of world
         oil prices, and to the extent it may be used as a substitute for
         cotton, may be affected indirectly by the market price of cotton. The
         Company's costs of yarns and greige fabrics are affected by the market
         price of cotton and polyester fiber, as well as the level of market
         demand for these products. Another important element affecting the
         Company's raw material costs is its ability to shift sourcing of
         certain yarn and greige fabric products to internal production of
         Company-owned facilities, thereby shifting the form of raw materials
         consumed, from yarns or greige fabrics to basic raw fibers. This
         ability to shift between external and internal sources is affected by
         the utilization level of the Company's productive capacity, the mix of
         products manufactured having unique raw material needs and the relative
         purchase price of yarns and greige fabrics versus the Company's
         internal costs.
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Mr. Andrew Blume
Securities and Exchange Commission
Page 6

         The predominant factors affecting the costs of all raw materials
         consumed by the Company are beyond its control, and cannot be predicted
         with certainty. The Company relies on published sources, including
         industry trade groups, US government agencies and commodity brokers,
         for an indication of the general direction of market prices. The
         Company's disclosure that future periods are likely to see an increase
         or decrease in raw material costs is based on the average outlook of
         these sources. That assumption is further evaluated against the
         Company's perceived ability to maintain or enhance its product p