SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
July 23, 2009

via U.S. mail and facsimile

Brian W. Dunham, Chief Executive Officer Northwest Pipe Company 5721 SE Columbia Way, Suite 200  Vancouver, WA 98661
 RE: Northwest Pipe Company
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 13, 2009   Definitive Proxy Statement
Filed April 3, 2009
  File No.  000-27140
Dear Mr. Dunham:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 understand that the purpose of our re view 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.

Mr. Dunham
Northwest Pipe Company  July 23, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

Results of Operations, page 22
1. While the discussion of results of ope rations in your Forms 10-K and 10-Q
discusses intermediate effects of certain  trends and events on your operations, the
analysis generally does not quantify th ese effects or discuss the reasons
underlying those intermediate effects in su fficient detail for a reader to see the
business through the eyes of management.  For example:
• You mention three different factors c ontributing to the decrease in Water
Transmission sales in 2008, without quan tifying the impact of each factor or
providing analysis of each event suffici ent for an investor to understand its
impact on your operations and potentia l to affect future periods.
• You state Water Transmission gross pr ofit decreased primarily due to the
decreased plant utili zation in the fourth quarter  of 2008.  You do not discuss
the underlying reasons for the decreased plant utilization in any detail or
quantify its effects.
• You state the “majority” of the increase in gross profit from  Tubular products
is a result of increased volume of en ergy product at higher unit sales, without
quantifying the separate impact from the increased volume and the increased
quantity or explaining the unde rlying reasons for either.  It is also not clear
whether other significant it ems impacted gross profit.
• While you mention Tubular Products sale s in 2008 benefited from increased
prices accompanying rising steel costs, th ere is no analysis of the impact of
steel prices on the cost of your raw ma terials and no discussion of the effect
on the operations in your Water Transmissions business.  It appears an
investor would benefit from an in-depth analysis of the changes in the cost of
purchased steel, including a discussion of  your ability to adjust selling prices,
explanation of restrictio ns on such ability, and analysis of the impacts on
various line items of your income statement.
 These examples are not meant to be a comprehensive list and are merely
representative of issues noted throughout your discussion.  In future filings please
expand the discussion of results of operati ons to quantify the impact of the events
disclosed, describe their unde rlying causes, and provide additional analysis.  For
additional guidance, please refer to SEC Release 33-8350, available on the SEC
website at www.sec.gov./rules/interp/33-8350.htm
.
 Liquidity and Capital Resources, page 24

2. You disclose on page F-10 that one cust omer accounted for 20% of total accounts
receivable.  Please revise future filings to address the significance of this one customer to your liquidity and please aler t investors to any signs of liquidity

Mr. Dunham
Northwest Pipe Company  July 23, 2009 Page 3
problems or slow payments related to this material customer.  Refer to Section 501.03 of the Financial Reporting Codification for guidance.
3. To the extent that future non-compliance of  any covenant on your line of credit or
long-term debt is reasonably likely, pleas e revise future filings to disclose and
discuss the specific terms of any such cove nants, as well as the terms of your most
significant and restri ctive covenants in MD&A.  Y our disclosures should include
actual ratios/amounts for each period and the most restrictive required ratios/amounts.  This will allow readers to understand how much cushion there is
between the required ratios and the actu al ratios.  Please show the specific
computations used to arrive at the actu al ratios with corres ponding reconciliations
to US GAAP amounts, if necessary.  Your disclosure should also address the risks
and potential consequences of not comp lying with your debt  covenants.  See
Sections I.D and IV.C of the SEC Inte rpretive Release No. 33-8350 and Question
10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June
13, 2003.

Critical Accounting Policies, page 19

Goodwill, page 20
4. You disclose on page 19 that you expect the recessionary environment to have the
biggest impact to your tubular prod ucts group, and tubul ar products sales
decreased by 25% to $22.5 million in th e first quarter of 2009 from $30.1 million
in the first quarter of 2008.   We note the entire goodwill balance is allocated to
tubular products.  In future filings pl ease expand your policy for testing goodwill
for impairment to describe the assumptions  used, including a se nsitivity analysis
of significant assumptions and a discussi on as to known trends, uncertainties or
other factors that will result in, or that are reasonably likely to result in, any
material impairment charges in future  periods, including the impact impairments
would have on your debt instruments or covenant compliance.  For example, the discussion should quantify the projected cas h flows used in your analysis, the
growth rate used in projecting cash flows, market multiples and the assumptions underlying other valuation methodologies you ut ilized.  Provide an  explanation of
how you weighted or evaluated the various  valuation methodologies used.  Refer
to Sections 216 and 501.14 of the Financia l Reporting Codification for guidance
and Release No. 33- 8350 “Interpreta tion: Commission Guidance Regarding
Management's Discussion and Analysis of Financial Conditio n and Results of
Operations.”

Mr. Dunham
Northwest Pipe Company  July 23, 2009 Page 4  Long-Lived Assets, page 20

5. In February 2009 you announced a temporar y shutdown of your Utah facility
because you did not anticipate sufficient near-term work located nearby to justify
its operation.  Please tell us  whether you assessed these as sets for impairment.  If
so, please tell us the contributing factor s that supported your conclusion these
assets were not impaired.  Refer to SFAS 144 for guidance.

Form 10-Q for the Fiscal Quarter Ended March 31, 2009
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 9
6. Tubular products sales in the first quarter fell 60% fr om the fourth quarter of
2008, and gross profit fell 89% from the prior quarter.  Please explain how you
considered the guidance in paragraph 28 of SFAS 142 in considering the need for
interim impairment testing of goodwill.  Specifically address how you considered
the significant adverse change in the bus iness climate since your annual testing, as
applicable.
7. We note the decline in net sales for your  tubular products fo r the quarter ended
March 31, 2009 as compared to the same period on 2008.  You attribute this change due to falling demand and rapidly dec lining sales prices.  In future filings
please include a discussion that explains the reason for the falling demand and the
outlook for future periods.   Furthermor e, given your statement regarding the
rapid decline in the sales prices for your  tubular products please tell us whether
you assessed your inventory for impairment.  Refer to Sections 501.04, .05 and .14 of the Financial Reporting Codificat ion for guidance and Release No. 33-
8350 “Interpretation: Commission Guidance Regarding Management's Discussion
and Analysis of Financial Condition  and Results of Operations.”

Definitive Proxy Statement Filed April 3, 2009

Executive Compensation
 Compensation Discussion and Analysis, page 10

8. Please provide us with an expanded anal ysis of how you determined and why you
paid each of the particular levels and forms of compensation for the most recently completed fiscal year.  For example, you provide little, if a ny, discussion of how
you determined the amounts of the incen tive bonuses received by your named
executive officers.  Please provide suffici ent quantitative and qua litative analysis
of the factors that your compensation co mmittee considered in making specific
compensation awards, e.g., the extent to which compensation compares to that of

Mr. Dunham
Northwest Pipe Company  July 23, 2009 Page 5
the benchmarked companies, achievement  of business objectives, individual
performance, and other internal and extern al factors.  Please explain and place in
context how you considered each element of compensation, how you determined particular payout levels, and why determin ations with respect to one element may
or may not have influenced the committ ee’s decisions with respect to other
allocated or contemplated awards.  Please refer to Item 402(b)(1)(iii), (v) and (vi)
of Regulation S-K.
9. We note your disclosure on page 5 that  the Committee does not use specific
benchmark levels as the principal fa ctor in its compensation discussions;
however, your disclosure on page 10 refe rring to the Committ ee’s evaluation of
compensation paid to similarly situat ed executives of the Company’s peer
companies indicates that you have engaged in benchmarking of total or material elements of compensation.  With a view to ward future disclosure, please tell us
what impact survey data provided by your  compensation consultant had on your
compensation decisions for the most recently completed fiscal year.  In doing so, please clarify the extent to which your compensation decisions are derived from
or based on a comparison to peer compan ies, being sure to  identify the peer
companies by name, or otherwise describe your methodologies for utilizing comparative information when implementing your compensation policies or making specific compensation awards.  To the extent any spec ific elements of
compensation are tied to a benchmark, pl ease identify the benchmark and discuss
where your actual payments and awards fell with respect to the benchmark, and to
the extent that actual compensation devi ated from the benchmark, please provide
an explanation of the reasons for th is deviation.  Please refer to Item
402(b)(2)(xiv) of Regulation S-K and Question 118.05 of the Compliance and
Disclosure Interpretations of the staff of the Division of Corporation Finance
concerning Item 402 of Regulation S-K,  which can be found on our website.

Performance-Based Incentive Compensation, page 11

10. We note that “[a]wards are based on th e Company’s achievement of certain
financial performance measures for the year, including sale s and net income
measures.”  We further note that you have not disclosed these performance
targets.  As these targets appear to be material to an understanding of your
compensation policies and decisions for your named executive officers, we believe these targets should be disclosed.  Please tell us what the targets were and
provide us with a materially complete an alysis as to why you have not publically
disclosed the targets.  In th is regard, we direct your at tention to Instruction 4 to
Item 402(b) of Regulation S-K and note th at you should address in detail both the
materiality to investors of the undisclose d information and th e likelihood that the
disclosure of this information would cau se substantial harm to your competitive
position.  Finally, please note that we ma y have additional comments on whether
you have met the standards for treating th e information confidentially.  Please

Mr. Dunham
Northwest Pipe Company  July 23, 2009 Page 6
refer to Instruction 4 to Item 402(b) of  Regulation S-K and Question 118.04 of the
Compliance and Disclosure Interpretati ons of the staff of the Division of
Corporation Finance concerning Item 402 of Regulation S-K, which can be found
on our website.
11. We note from the “Bonus” column of your  summary compensation table that you
paid discretionary bonuses dur ing 2008.  With a view to ward future disclosure,
please provide us with a materially comple te description of th e factors that went
into the decision to pay the discretionary bonuses.

Item 15. Exhibits and Financia l Statement Schedule, page 32

12. We note your disclosure that you have omitted certain schedules to Exhibits
10.12, 10.13 and 10.14.  Please tell us why you be lieve that you can properly omit
these schedules.  In this regard, we  note that the grounds for omission of
schedules set forth in Item 601(b)(2) of Regulation S-K do not appear to apply to
Exhibits 10.12, 10.13 and 10.14.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Dunham
Northwest Pipe Company  July 23, 2009 Page 7    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters. Please
contact Errol Sanderson with a ny legal related questions.

Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f