SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
September 28, 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 your response letter dated August 28, 2009 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.   Form 10-K for the Fiscal Year Ended December 31, 2008

Results of Operations, page 22

1. We appreciate your response to our prio r comment 1.  Although sales in the
Water Transmission segment is earned unde r contracts and accounted for using
the percentage-of-completion method, it is not clear how this would preclude or
significantly limit your ability to provide qua ntification of the ma terial effects of
significant events.  On page 22, you attr ibute the segment’s 31% decrease in
fourth quarter sales over the prior year to  three distinct causes: the postponement
of a major project, the s hut down of your highest volum e production line to install
a new spiral weld mill, and weather issues .  Quantitative disclosure appears to be
necessary in order for an investor  to understand the relative impact and
significance of these three discrete events.  For ex ample, while you do not know
the exact amount of sales that would have  been recognized under the project had
it not been postponed, this does not precl ude you from providi ng other quantified
information that would be useful to an  investor to understand the degree of the
impact.  Such information could include the size of the contract, the revenues

Mr. Dunham
Northwest Pipe Company  September 28, 2009 Page 2
earned in the prior period related to the customer, etc.  We remind you the
disclosure cited in our prior commen t were examples, not meant to be a
comprehensive list, and merely repres entative of issues noted throughout your
discussion.  In MD&A in your Form 10- Q for the period ended June 30, 2009, the
discussion of results of operations conti nues to be very general.  While sales
decreased 33%, from $112 million for th e second quarter of 2008 to $75 million
for the second quarter of 2009, you attr ibute the decrease in the Water
Transmission segment to “timing of produc tion in certain of our facilities.”
Statements such as “Bidding activity, b acklog and sales resulting from the award
of new projects, or the production of curre nt projects, may vary significantly from
period to period” are boilerplate and provi de very little useful information for
investors.  Your discussion of the d ecrease in sales in the Tubular Products
segment does mention the decrease in the volume of the energy pipe product line; however, the discussion of the 58% drop in second quarter sales in this segment is
still extremely limited.

In future filings please expand the discu ssion in MD&A to provi de investors with
material information that is necessary to  an understanding of your performance, as
well as your prospects for the future.  Your discussion should include analysis
explaining the underlying r easons or implications of trends and events,
interrelationships between constituent elements, and the relative significance of
those matters.  Please refer to SEC Re lease 33-8350 for extensive guidance on
this subject.

2. In response to prior comment 1 you state you will enhance disclosure in future
filings to quantify the effect s of changes in prices and volumes of products sold
whenever that information is material.  We note Tubular Products sales during the
period ending June 30, 2009, decreased subs tantially due to reduced volume, as
well as reduced selling prices.  It appears a quantification of the effects of changes
in prices and volumes during this period, in cluding an analysis of trends and the
interrelationship of these effects, w ould be useful and material to an
understanding of the company through the eyes of management .  Please provide
this disclosure in future filings.

Critical Accounting Policies, page 19

Goodwill, page 20

3. We note your response to prior comme nt 4 and appreciate the expanded
disclosure you propose to include in fu ture filings regarding the goodwill assigned
to the Tubular Products reporting unit.  In future filings, disclose whether the fair
value of this reporting unit is substa ntially in excess of carrying value.

Mr. Dunham
Northwest Pipe Company  September 28, 2009 Page 3  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

4. Your response to prior comment 7 sugge sts you will limit discussion of inventory
to incidents of “material changes in (your) results of operations”, and your
discussion of outlook to “when it is reasonabl y likely to have a material effect on
(your) business.”  Based on your discussion of the judgments you have applied in
your consideration of the accounting for the recoverability of inventory, it appears
your judgments and estimates in this ar ea already have a significant impact on
your operations and meet the definiti on of critical account ing estimates, as
described in Section 501.14 of the Codi fication of FRRs and SEC Release 33-
8350.  Please refer to this guidance and provide appropriate discussion of the
critical accounting policies and estimates related to your evaluation of inventory
for impairment.  This discussion shou ld include a description of testing
mechanics, methods and assumptions, incl uding assumptions relating to future
sales, and to the return of  steel prices to a higher level over a specific timeframe.
Include a clear analysis of the uncertain ty associated with the key assumptions,
any potential events and circumstances th at could have a negative effect, and the
potential impact to future  operations from other reas onably likely scenarios.

Definitive Proxy Statement Filed April 3, 2009
 Executive Compensation, page 10

 Compensation Discussion and Analysis, page 10

5. We note your responses to comments eight and nine in our letter dated July 23,
2009. We are still unclear as to the role your compensation consultant played in
the compensation decisions for your named executive officers. Please clarify whether the compensation consultant pr ovided you with compensation data for
other companies and, if it did, please tell us how you used this data.
 Performance-Based Incentive Compensation, page 11

6. We note your response to comment ten in  our letter dated July 23, 2009. Please
note that in future filings you must disclo se the performance targets. Specifically,
you should quantify the targets (i.e., disclo se the dollar amounts of the earnings,
revenue and budget targets). You should al so disclose the extent to which your
compensation committee subsequently adjusted performance awards tied to the achievement of the performance targets.  The process by which the final incentive
awards received by your named executive officers were determined should be

Mr. Dunham
Northwest Pipe Company  September 28, 2009 Page 4
transparent to investors. Fi nally, as previously requested, please tell us what the
performance targets were for fiscal year 2008.
 7. We note your response to comment eleven  in our letter dated July 23, 2009. Your
response does not provide sufficient detail  about the factors considered by the
compensation committee. Please provide us with a materially complete description of the factors that went in to the decision to pay the discretionary
bonuses. For example, what were the most important individual factors that the
committee considered for each named executive officer? What aspects of company performance factored into the decision? Please be specific in your
response.

*    *    *    *

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.
 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