SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                         December 29, 2011
 Via Facsimile

Ms. Robin Gantt
Chief Financial Officer Northwest Pipe Company 5721 SE Columbia Way, Suite 200 Vancouver, WA 98661
 RE: Northwest Pipe Company
Form 8-K Filed December 22, 2011 File No. 0-27140

Dear Ms. Gantt:
  We have reviewed your Item 4.02 Form 8-K for compliance with the form requirements
and have the following comments.  Please respond to this letter within five business days by
addressing the comments, or by advising us when  you will provide the requested response.  If
you do not believe our comment applies to your fact s and circumstances, please tell us why in
your response.  After reviewing the information you provide in response to  this comment, we
may have additional comments.

1. Please file amended Forms 10-Q for the periods ending March 31, 2011, and June 30,
2011, with the revised interim financial statem ents, as well as revisions to MD&A and
other affected disclosure.
 2. Please ensure your 2011 Form 10-K also in cludes restatement information for all
quarters.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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 responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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

Ms. Robin Gantt
Northwest Pipe Company December 29, 2011 Page 2

 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.
 You may contact Ernest Greene,  Staff Accountant at (202) 551-3733 or me at (202) 551-
3355 if you have questions re garding these comments.
           Sincerely,
/s/ Terence O’Brien
         T e r e n c e  O ’ B r i e n
       Accounting Branch Chief