SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

December 21, 2010

via U.S. mail and facsimile

Richard A. Roman, 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, 2009
  Filed November 4, 2010
  File No.  000-27140
Dear Mr. Roman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Note 2 – Restatements of Consolidated Financial Statements, page F-12

 Allocation of Certain Overhead  and Support Costs, page F-13

1. Please provide us with a detailed explan ation of the errors in your method of
allocating manufacturing overhead variances and indirect support costs.  Provide
us a detailed explanation of the original  methods, assumptions and judgments, the
reasons you believe the original accounti ng was a mistake in the application of
GAAP, a mathematical mistake, or an oversig ht or misuse of facts that existed at

Mr. Roman
Northwest Pipe Company December 21, 2010 Page 2
the time the financial statements were  prepared as discussed in ASC 250-10-20,
and an explanation of the new me thods, assumptions and judgments.

Capitalization and Depreciation, page F-13

2. Please provide us with a detailed explan ation of how you originally determined
the economic lives and residual values of the equipment and the reasons you
believe this accounting was an error as  defined in ASC 250-10-20.  Explain how
you identified the error.  Discuss your new accounting treatment.  Explain why
the determination certain equipment carry ing values were overstated does not
represent an impairment event, to be tr eated as an impairment loss in the period
identified pursuant to ASC 360-10-35.  E xplain why the change in economic lives
and depreciation methods has not been trea ted prospectively as change in estimate
pursuant to paragraph 17  and 18 of ASC 250-10-45.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  You may contact Tracey McKoy, Staff Accountant, at (202) 551-3772 or, the
undersigned Accounting Branch Chief at (202)  551-3355 if you have questions regarding
comments on the financial statements and related matters.
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