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Correspondence Letter

 August 28, 2009

 United States Securities and Exchange Commission

 1 Station Place, N.E.

 Mail Stop 4631

 Washington, D.C. 20549-4631

 Attn: Tracey McKoy, Division of Corporation Finance

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 Ms. McKoy:

 Thank you for your comments regarding the above referenced filings. We appreciate your assistance in ensuring our filings comply with the applicable disclosure requirements, and in enhancing the overall disclosure in our filing. The
following sets forth the comments made in your letter dated July 23, 2009 and our responses thereto:

 Form 10-K for the Fiscal Year Ended
December 31, 2008

 Results of Operations, page 22

 1. Comment: While the discussion of results of operations in your Forms 10-K and 10-Q discusses intermediate effects of certain trends and events on your operations, the analysis generally does not quantify these effects or discuss
the reasons underlying those intermediate effects in sufficient detail for a reader to see the business through the eyes of management. For example:

•

 You mention three different factors contributing to the decrease in Water Transmission sales in 2008, without quantifying the impact of each factor or providing
analysis of each event sufficient for an investor to understand its impact on your operations and potential to affect future periods.

•

 You state Water Transmission gross profit decreased primarily due to the decreased plant utilization in the fourth quarter of 2008. You do not discuss the
underlying reasons for the decreased plant utilization in any detail or quantify its effects.

•

 You state the “majority” of the increase in gross profit from Tubular products is a result of increased volume of energy product at higher unit sales,
without quantifying the separate impact from the increased volume and the increased quantity or explaining the underlying reasons for either. It is also not clear whether other significant items impacted gross profit.

•

 While you mention Tubular Products sales in 2008 benefited from increased prices accompanying rising steel costs, there is no analysis of the impact of steel prices
on the cost of your raw materials and no discussion of the effect on the operations in your Water Transmissions business. It appears an investor would benefit from an in-depth analysis of the changes in the cost of purchased steel, including a
discussion of your ability to adjust selling prices, explanation of restrictions on such ability, and analysis of the impacts on various line items of your income statement.

 These examples are not meant to be a comprehensive list and are merely representative of issues noted throughout your
discussion. In future filings please expand the discussion of results of operations to quantify the impact of the events disclosed, describe their underlying causes, and provide additional analysis. For additional guidance, please refer to SEC
Release 33-8350, available on the SEC website at www.sec.gov.rules/interp/33-8350.htm.

 Response: We have noted your comment
and will expand the discussion of results of operations to quantify the impact of the events disclosed, describe their underlying causes, and provide additional analysis, if this information exists and is meaningful. To address the specific issues
you identified, we would like to note the following:

•

 It may be helpful to emphasize that our Water Transmission segment is contract oriented, and accounted for using the percentage-of-completion method of accounting;
as such, it is difficult to accurately quantify the effects on the calculation of sales of events that do not occur, such as postponed projects and production downtime. In general, it would be speculation to quantify the effect on sales, and would
not be an accurate portrayal of the business as seen through the eyes of management.

•

 The reasons for the decrease in the Water Transmission sales are the same reasons for the decrease in Water Transmission plant utilization, and we did not believe
that repetition was necessary; we recognize this may not have been made clear in our document, and will endeavor to improve that correlation in future filings.

•

 We will enhance our disclosure in future filings to quantify the effects of changes in prices and volumes of products sold whenever that information is material. We
included no other discussion of items impacting gross profit as we did not believe there were other items that would provide useful material information to investors.

•

 We will enhance our disclosure in future filings by providing a more thorough discussion of the effect of fluctuations in steel costs when material. Volatility in
steel prices and, likewise, the selling prices of our Water Transmission products generally does not have a material impact on our Water Transmission gross profit, as we are able to lock in our steel costs at the time contracts are awarded, passing
along the fluctuations to our customers.

 We recognize that one of our most important responsibilities is to communicate in a clear and
straightforward manner, and will strive in future filings to focus on material information that promotes an understanding of our business.

 Liquidity
and Capital Resources, page 24

 2. Comment: You disclose on page F-10 that one customer accounted for 20% of total accounts receivable. Please
revise future filings to address the significance of this one customer to your liquidity and please alert investors to any signs of liquidity problems or slow payments related to this material customer. Refer to Section 501.03 of the Financial
Reporting Codification for guidance.

 Response: In future filings, when we expect a concentration of credit risk to affect our
liquidity, we will provide additional disclosure to address the significance on the amounts and certainty of our cash flows. Supplementally, we advise the Staff that at the time of the above referenced filings, we did not expect this concentration
to affect our liquidity or our cash flows and that the customer who accounted for 20% of total accounts receivable at December 31, 2008 accounted for 2% as of March 31, 2009.

 3. Comment: To the extent that future non-compliance of any covenant on your line of credit or long-term debt is reasonably likely, please revise future filings to disclose and discuss the specific terms of any
such covenants, as well as the terms of your most significant and restrictive covenants in MD&A. Your disclosures should include actual ratios/amounts for each period and the most restrictive required ratios/amounts. This will allow readers to
understand how much cushion there is between the required ratios and the actual ratios. Please show the specific computations used to arrive at the actual ratios with corresponding reconciliations to US GAAP amounts, if necessary. Your
disclosure should also address the

 risks and potential consequences of not complying with your debt covenants. See Sections 1.D and IV.C of the SEC
Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.

 Response: In future filings, when future non-compliance of any debt covenant is reasonably likely, we will provide the additional disclosure referenced above. Supplementally, we advise the Staff that at the time of the above
referenced filings, non-compliance with our debt covenants was not reasonably likely.

 Critical Accounting Policies, page 19

 4. Comment: You disclose on page 19 that you expect the recessionary environment to have the biggest impact to your tubular products group, and tubular products
sales decreased by 25% to $22.5 million in the first quarter of 2009 from $30.1 million in the first quarter of 2008. We note the entire goodwill balance is allocated to tubular products. In future filings please expand your policy for testing
goodwill for impairment to describe the assumptions used, including a sensitivity analysis of significant assumptions and a discussion as to known trends, uncertainties or other factors that will result in, or that are reasonably likely to result
in, any material impairment charges in future periods, including the impact impairments would have on your debt instruments or covenant compliance. For example, the discussion should quantify the projected cash flows used in your analysis, the
growth rate used in projecting cash flows, market multiples and the assumptions underlying other valuation methodologies you utilized. Provide an explanation of how you weighted or evaluated the various valuation methodologies used. Refer to
Sections 216 and 501.14 of the Financial Reporting Codification for guidance and Release No. 33- 8350 “Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”

 Response: In future filings, we intend to expand the discussion of our policy for testing goodwill for impairment
to describe the types of assumptions used and a discussion as to known trends, uncertainties or other factors that will result in, or that are reasonably likely to result in, any material impairment charges in future periods. Below is the proposed
modified disclosure (italicized text is new disclosure):

 “Goodwill related to the Company’s Tubular Products Group of $21.5
million at December 31, 2008 and 2007 represents the excess of cost over the assigned value of the net assets in connection with all acquisitions. Goodwill is reviewed for impairment in accordance with Statement of Financial Accounting Standard
(“SFAS”) 142 “Goodwill and Other Intangible Assets.” SFAS 142 requires that goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed for impairment annually or more frequently if impairment
indicators arise. The Company reviews for impairment by comparing the fair value of the Tubular Products reporting unit to the carrying value. As required under SFAS 142, an annual assessment for impairment of the goodwill was performed as of
December 31, 2008 and 2007; based on the analysis, the Company believes no impairment of goodwill exists.

 The valuation methodologies
used to estimate the fair value of the Tubular Products reporting unit, each of which were weighted equally, were: the discounted cash flow method; a market capitalization approach that allocated a portion of the Company’s total
market capitalization to the Tubular Products Group, and then applied a control premium; and three separate enterprise valuations determined by applying multiples, based on other publicly traded peer companies, to the Tubular Products Group assets,
revenues, and earnings. The valuation methodologies rely upon significant judgments and assumptions made by management, the most significant of which relate to revenue growth, gross margins, the discount rate, which reflects the weighted
average cost of capital, the allocation of total market capitalization, and the peer companies selected. The use of alternate judgments or assumptions, or a different weighting of the methodologies, could result in an estimate of fair value that
differs from the Company’s estimate, and result in the recognition of impairment charges in the financial statements in future periods. ”

 In addition to the disclosure above, supplementally we advise the Staff that we performed separate calculations to
determine the sensitivity to changes in our growth rate, discount rate, and control premium on our conclusion, and noted the fair value continued to significantly exceed the carrying value in each scenario. We are not aware of any known trends,
uncertainties or other factors that will result in, or are reasonably likely to result in, any material impairment charges in future periods. We respectfully submit that, having disclosed the methodology used to arrive at specific metrics used in
the impairment analysis, disclosure of the specific metrics themselves would not materially enhance the reader’s understanding of these impairment considerations or provide meaningful additional insight as to the possibility of future
impairments.

 Long-Lived Assets, page 20

 5.
Comment: In February 2009 you announced a temporary shutdown of your Utah facility because you did not anticipate sufficient near-term work located nearby to justify its operation. Please tell us whether you assessed these assets for
impairment. If so, please tell us the contributing factors that supported your conclusion these assets were not impaired. Refer to SFAS 144 for guidance.

 Response: The assets at our Utah facility are comprised of machinery and equipment, primarily, as we are under an operating lease for the buildings and land. Due to the nature of our manufacturing process and
the equipment used in the process, our machinery and equipment assets are long-lived and the risk of obsolescence is low. Each of our Water Transmission facilities, of which Utah is one, has equipment that is interchangeable, as the same product
can, for the most part, be produced at any one of our six facilities; as such, it is not unusual for us to move equipment amongst facilities, which we are, in fact, currently doing with many pieces of the Utah equipment. Because of these facts, we
came to the conclusion that the carrying value of our Utah facility assets is recoverable, and in accordance with SFAS 144, we did not perform a test of impairment.

 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

 6. Comment: Tubular products sales in the first quarter fell 60% from the fourth quarter of 2008,
and gross profit fell 89% from the prior quarter. Please explain how you considered the guidance in paragraph 28 of SFAS 142 in considering the need for interim impairment testing of goodwill. Specifically address how you considered the significant
adverse change in the business climate since your annual testing, as applicable.

 Response: In order to determine if an interim
goodwill impairment test was necessary in the first quarter of 2009, we gave consideration to the events that occurred and the changes in circumstances since the last goodwill impairment test. We specifically considered the change in the business
climate, but did not believe it to be a significant adverse change for the reasons discussed below; as such, we determined that it was not more likely than not that the fair value of the Tubular Products reporting unit was reduced below its carrying
amount.

 2008 was a record year for the Tubular Products Group, and based on what we were experiencing by the end of 2008, we did not expect record results
to recur in 2009. Our forecast contemplated a decline in sales and gross profit in 2009 compared to 2008, as well as long term growth rates that were consistent with our growth prior to the record year. Our Tubular Products Group has experienced
challenging economic environments in the past, and we expect to continue to experience both periods of prosperity and hardship in the future. The results of our annual impairment test performed at December 31, 2008 indicated the fair value of
the Tubular Products Group exceeded the carrying value by 76 percent, and we did not believe the change in the business climate would change the overall conclusion reached at that time.

 7. Comment: We note the decline in net sales for your tubular products for the quarter ended March 31, 2009
as compared to the same period on 2008. You attribute this change due to falling demand and rapidly declining sales prices. In future filings please include a discussion that explains the reason for the falling demand and the outlook for future
periods. Furthermore, given your