SecProbe.io

June 29 , 2012

Via E -mail
Mr. 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 Fis cal Year Ended December  31, 2011
  Filed April 27, 2012
  File No . 000-27140

Dear Mr. Roman :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days 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 c ircumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Management’s Discussion and Analysis,  page 28

1. In future filings, p lease  expand the discussion of gross profit to quantify the various
offsetting factors and provide analysis of the underlying reasons.  Also, it is not clear how
the increase in steel prices and related adjustments in sales pr ices of your products
impacted gross profit.  In future filings, please provide an expanded analysis of steel
prices and your ability to recover amounts through sales price adjustments and contract
provisions that enables investors to understand the effect s through the eyes of
management.

2. Please provide us with an explanation of the $4.1 million allowance recorded on notes
receivable.

Mr. Roman
Northwest Pipe Company
June 2 9, 2012
Page 2

 Note 18 – Restatement of Consolidated Financial Statements, page F -33

3. Please  provide us with an explanation of the change in assumption underlying your
estimate of depreciation using the units of production method beginning January 1, 2009.

4. Please explain to us the nature of the error made in estimating the remaining lives of non -
operating equipment depreciated using the straight -line method of depreciation.  Explain
specifically why it was an error and not a change in estimate.

5. You disclose that you made adjustments to correct errors related to certain assets that
were no longer  on your premises. Please tell us whether this restatement is included in
Footnote 14 of your Form 10 -Q for the quarter ended September 30, 2011.  If not, please
quantify the adjustments and tell us when this error was discovered.

Form 10 -Q for the Fiscal  Quarter  Ended March 31, 2012

Note 6 – Commitments and Contingencies, page 9

6. Please tell us if there have been any developments in your class action lawsuits since the
initial settlement mediation on January 30, 2012.  In future filings, please disclose the
reasonably possible loss or range of loss or state such an estimate cannot be made.  We
note your current disclosure that the litigation is at an early stage and it is not possible to
predict its outcome.  While we understand there are uncertainties as sociated with
estimating the amount of reasonably possible loss, ASC 450 -20-50 does not require the
estimate to be precise.  If you conclude that you cannot estimate the reasonably possible
additional loss or range of loss, please supplementally (1) explai n to us the procedures
you undertake on a quarterly basis to attempt to develop a range of reasonably possible
loss for disclosure and (2) for each material matter, what specific factors are causing the
inability to estimate and when you expect those facto rs to be alleviated.  We recognize
that there are a number of uncertainties and potential outcomes associated with loss
contingencies.  Nonetheless, an effort should be made to develop estimates for purposes
of disclosure, including determining which of th e potential outcomes are reasonably
possible and what the reasonably possible range of losses would be for those reasonably
possible outcomes.   Please note that you may provide your quantified disclosures on an
aggregated basis.  Please include your propo sed disclosures in your response.

Liquidity and Capital Resources, page 18

7. You disclose on page 19 that you had an additional net borrowing capacity under your
Credit Agreement  of $58.0 million at March  31, 2012.   In future filings  please clarify
whether  the additional amounts available to you represents the maximum amount you can
borrow  without violating your covenants as of the most recent balance sheet date.  Please
refer to Section 501.13 of the Financial Reporting Codification for guidance.

Mr. Roman
Northwest Pipe Company
June 2 9, 2012
Page 3

 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 Exchange Act rules require.   Since the compa ny 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 comments, please provide  a written statement from the co mpany
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 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 Tracey McKoy, Staff Accountant, 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.

Sincerely,

        /s/ Terence O ’Brien

        Terence O’Brien
        Accounting Branch Chief