SecProbe.io

CORRESP
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filename1.htm

December 22, 2005

Ms. Jennifer
R. Hardy

Legal
Branch Chief

Division
of Corporation Finance

United
States Securities and Exchange Commission

Station
Place

100
F Street, N.E.

Washington,
D.C. 20549-7010

Re:          KMG Chemicals, Inc.

Registration Statement on Form S-3

Filed November 22, 2005

SEC File No. 333-129879

Dear
Ms. Hardy:

On behalf of KMG Chemicals, Inc. (“KMG”), we hereby
submit the following responses to your letter dated December 1, 2005,
containing comments from the staff of the Securities and Exchange Commission
relating to KMG’s Registration Statement on Registration Statement on Form S-3,
filed November 22, 2005.  In this
letter, we have reproduced your comments in bold, italics typeface, and have
made our responses in normal typeface.
KMG respectfully requests that the Staff provide its further comments at
its earliest convenience.

General

1.     Our
records reflect that the annual report on Form 10-K for the fiscal year
ended July 31, 2005 was filed on October 31, 2005.  The 10-K was required to be filed 90 days
after the end of the fiscal year covered by the report.  See General Instruction A(2)(b) of
Form 10-K.  Thus, Chemicals does not
appear to satisfy the registrant requirements for use of Form S-3.  See General Instruction I.A.2(b) of
Form S-3, and advise.  See  also
Rules 401(a) and 411 of Regulation C under the Securities Act.

If KMG Chemicals
is ineligible to use form S-3 and wishes to proceed with the offering, KMG
Chemicals should amend the registration statement on a form whose eligibility
requirements it is able to satisfy.  For
example, if KMG Chemicals amends the registration statement on Form S-1,
indicate on the cover page that the pre-effective amendment is a
pre-effective amendment on Form S-1 to a registration statement on Form S-3.  The registration statement’s filing number
noted above will remain unchanged.
Further, explain briefly in a cover letter why KMG Chemicals is amending
on another form.  Alternatively, KMG
Chemicals should withdraw the registration statement.  See Rule 477 of Regulation C
under the Securities Act.

Response:  We
concur that General Instruction A(2)(b) of Form 10-K requires KMG
to  file its 10-K within 90 days of the
end of its fiscal year.   As KMG’s fiscal
year ended on July 31, 2005, its annual report was due on October 30,
2005.  However, October 30, 2005 was
a Sunday.    Securities Exchange Act  Rule 0-3
states that if the last day that a Exchange Act filing is to be made is
a weekend, then such filing is timely filed if filed on the next business
day.  In compliance with this rule, KMG
filed its 10-K on Monday, October 31, 2005.  Therefore, KMG’s 10-K was timely filed and
KMG remains eligible to use Form S-3.

Selling
Shareholders, page 11

2.     We assume
that the numbering of a footnote as footnote (3) twice is inadvertent and
that the second footnote (3) should be footnote (4).  Please revise.

Response:  We
have complied with this comment, see page 12.

3.     For a
beneficial owner such as Boenning & Scattergood, Inc. that is not
a natural person, identify by footnote or otherwise the natural person or
persons having sole or shared voting and investment control over the securities
held by the beneficial owner.  Refer to
telephone interpretation 4S. in the Regulation S-K sections of the March 1999
supplement to our “Manual of Publicly Available Telephone Interpretations” that
is available on the Commission’s website at http://www.sec.gov, and
revise.

Response:  We
have complied with this comment, see page 12.

4.     Indicate
the nature of any position, office, or other material relationship which each
selling shareholder has had within the past three years with KMG Chemicals or
any of its predecessors or affiliates.  See
Item 507 of Regulation S-K.  Describe
also any continuing relationships with the selling shareholders.

Response:
None of  the selling shareholders
has had any position, office or material relationship with KMG.  As such, no such relationships are described
in the prospectus.

5.     Confirm
that none of the selling shareholders is a broker-dealer or a broker-dealer’s
affiliate.  If a selling shareholder is a
broker-dealer, tell us whether the selling shareholder acquired its securities
as compensation for underwriting activities.
Unless a broker-dealer acquired the securities as compensation for
underwriting activities, KMG Chemicals must identify the broker-dealer as an
underwriter in the prospectus.  Language
such as “may be deemed to be” an underwriter is unacceptable if the selling
stockholder is a broker-dealer.

Response:  One
of the selling shareholders, Boenning & Scattergood, Inc., is a
broker-dealer.  Boenning &
Scattergood, Inc. acquired 10,000 shares of common stock of KMG as part of
their compensation as placement agent in a private placement of common stock
concluded by KMG on April 21, 2005.

6.     If a
selling shareholder is a broker-dealer’s affiliate, include disclosure that
this broker-dealer’s affiliate:

•      Purchased
in the ordinary course of business the securities to be resold.

•      Had no
agreements or understandings, directly or indirectly, with any person to
distribute the securities at the time of their purchase.

If KMG Chemicals
is unable to make the representations noted above in the prospectus, KMG
Chemicals must state in the prospectus that the selling shareholder is an
underwriter.  Language such as “may be
deemed to be” an underwriter is unacceptable if the selling shareholder is an
affiliate of any underwriter that cannot make these representations.

Response:
Please see response to Item 5 above.

7.     State that KMG
Chemicals will file a prospectus supplement to name successors to any named
selling shareholders who are able to use the prospectus to resell the
securities.

Response:  KMG will file a prospectus supplement to name
successors to any named selling shareholders who are eligible to use the
prospectus to resell securities.

If
this response does not adequately answer all of your questions, or if you have
any further questions, please contact the undersigned and we will supply
further detail as quickly as possible.

  Sincerely,

  /s/ William B.
  Nelson

  William B.
  Nelson

As requested in the letter dated December 1,
2005 containing comments from the staff of the Securities and Exchange
Commission (the “Staff”)
relating to the Registration Statement on Form S-3 filed by KMG Chemicals, Inc.
(the “Company”),
the Company hereby acknowledges that:

•      the
Company is responsible for the adequacy and accuracy of the disclosure in the Form S-3;

•      Staff
comments or changes to disclosure in response to Staff comments in the Form S-3
reviewed by the Staff do not foreclose the Commission from taking any action
with respect to the Form S-3; 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.

KMG Chemicals, Inc.

  By:

  /s/ David L.
  Hatcher

  Name: David L.
  Hatcher

  Title: President
  and Chief Executive Officer