SecProbe.io

August 25, 2015

Robin Gantt
Chief Financial Officer
Northwest Pipe Company
5721 SE Columbia Way
Vancouver, Washington 98661

Re: Northwest Pipe Company
 Form 10-K
Filed March 16, 2015
Definitive Proxy on Schedule 14A
Filed April 30, 2015
File No. 0-27140

Dear Ms. Gantt :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.  After
reviewing your response to these  comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 1. Business, page 2

1. On page F -33 you state that you have t wo customers who each accounted for more than
10% of your total net sales over the last fiscal year.  In future filings, please disclose in
your business section the names of these customers if the loss of these customers would
have a material adverse effe ct on your business as a whole.  See Item 101(c)(1)(vii) of
Regulation S -K.

Definitive Proxy Statement on Schedule 14A

2014 Grants of Plan -Based Awards, page 16

2. We note that your named executive officers participated in a non -equity incentive plan in
fiscal year 2014.  In future filings, please include the required disclosure for this incentive
plan in this table.  See Item 402(d) of Regulation S -K.

Ms. Gantt
Northwest Pipe Company
August 25, 2015
Page 2

3. The RSUs awar ded to your named executive officers do not appear to have been awarded
pursuant to an equity incentive plan and therefore it is not clear why you provided
disclosure in columns (g) and (h) of the Grants of the Plan -Based Awards Table.  Please
clarify, or in future filings, disclose these RSUs in the “All Other Stock Awards” column
(column (i)) of this table.

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 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 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 comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

You may contact David Korvin, Staff Attorney at (202) 551 -3236 or, in his absence Jay
Ingram, Legal Branch Chief, at (202) 551 -3397 if you have questions regarding these comments.
Please contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence Jeanne
Baker, Assistant Chief Accountant, at (202) 551 - 3691 or, the undersigned Accounting Branch
Chief at (202) 551 -3355 if you have any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Accounting Branch Chief