SecProbe.io

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Mail Stop 0510

      January 14, 2005

via U.S. mail and facsimile

Mr. James P. Hart
Acting Chief Financial Officer
Valley National Gases, Inc.
200 West Beau Street, Suite 200
Washington, PA  15301

	RE:	Form 10-K for the fiscal year ended June 30, 2004
		Form 10-Q for the quarter ended September 30, 2004

		File No. 1-15191

Dear Mr. Hart:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED JUNE 30, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

Item 7 - Management`s Discussion and Analysis

Comparison of Years Ended June 30, 2004 and 2003, page 14

2. Please disclose how you determine the stores included in the
same
store sales amounts, including when new stores are included and
how
closed stores are treated.

Contractual Obligations, page 18

3. Please revise your table of contractual obligations to include
the
following:

* Payments you are obligated to make under your interest rate swap
agreement
* Estimated interest payments on your debt

Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.

4. Please disclose whether or not you have included the $1.9
million
commitment for the purchase of distribution vehicles in your table
of
contractual obligations.

Item 15 - Financial Statement Schedules, page 26

5. Please disclose the beginning and ending balances, as well as
charges to and deductions from your valuation accounts.  See Rules
5-
04 and 12-09 of Regulation S-X.

Financial Statements

Consolidated Statements of Operations, page F-4

6. Please help us to understand why you did not classify the gain
(loss) on disposal of assets as operating income.  See paragraph
45
of SFAS 144.

Consolidated Statements of Changes in Stockholders` Equity, page
F-5

7. Please disclose the amount of income tax expense or benefit
allocated to each component of other comprehensive income in
accordance with paragraph 25 of SFAS 130.

Note 3 - Summary of Significant Accounting Policies

General

8. Please disclose the types of expenses that you include in the
cost
of products sold line item and the types of expenses that you
include
in the operating and administrative expenses line item.  Please
also
disclose whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of products sold line item.  With the exception of
warehousing costs, if you currently exclude a portion of these
costs
from cost of products sold, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of products sold and others
like you exclude a portion of them from gross margin, including
them
instead in a line item, such as operating and administrative
expenses.

Inventory, page F-8

9. Please disclose the method by which amounts are removed from
inventory.  See Rule 5-02(6)(b) of Regulation S-X.

Shipping and Handling Fees and Costs, page F-11

10. Please disclose the amounts of (a) third-party freight and (b)
costs of deliveries by your vehicles and personnel that are
included
in each line item outside of cost of products sold.  See paragraph
6
of EITF 00-10.

Note 9 - Lease Obligations, page F-17

11. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how your accounting complies with SFAS
13
and FTB 88-1.

Note 13 - Commitments and Contingencies, page F-22

12. You entered into a put/call option agreement with an
independent
distributor for the purchase of its business.  Please disclose how
you are accounting for this agreement, the value it is currently
recorded at in your balance sheet and the line item it is included
in.

13. Please provide further information about how you concluded
that
the put/call agreement meets the scope exception requirements of
FIN
46R.

Note 14 - Variable Interest Entities, page F-23

14. Please disclose the carrying amount and classification of
consolidated assets that are collateral for the variable interest
entity`s obligations in accordance with paragraph 23(b) of FIN
46(R).

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2004

General

15. Please address the above comments in your interim filings as
well.

Financial Statements

Condensed Consolidated Statements of Cash Flows, page 6

16. Please help us to understand how you reached your decision
related to the classification of the change in the bank overdraft.
See TPA 1300.15.

17. Please present the change in the bank overdraft as a separate
line item.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 824-5685
or, in his absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. James P. Hart
January 14, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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