SecProbe.io

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Valley National Gases, Inc.                             CORPORATE OFFICES
                                                        67-43RD STREET
                                                        WHEELING, WV 26003
                                                        TEL. (304) 232-1542
                                                        FAX (304) 233-2812

February 11, 2005

Mr. Jeffrey Gordon
Staff Accountant
Mr. Rufus Decker
Accounting Branch Chief

United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D. C.  20549-0510

Dear Mr. Gordon and Mr. Decker,

Below, please find the responses of Valley National Gases to the comments made
in your letter of January 14, 2005. Your comments relate to Valley's Form 10-K
for the year ended June 30, 2004, and Form 10-Q for the quarter ended September
30 2004. We have tried to be as detailed as necessary to appropriately respond
to your comment or request for additional information and have presented how
revisions will be included in future filings.

We have prepared our responses in the same order as your comments and have
maintained the same numbering system and included your original comment to
facilitate communication.

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.

         Valley response: Agreed. We have tried to be as comprehensive as
         possible in presenting our responses and how they will look in 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 same store
         sales amounts, including when new stores are included and how closed
         stores are treated.

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         The Company includes in same store sales those stores that have been
         operated by the Company for the full two-year comparison period. The
         value of sales increase related to acquisitions is determined by the
         specific sales of each acquired location. New stores would be
         considered in same store sales once Valley has operated them for the
         entire comparison periods.

         Adjustments for closed stores are rare and would be calculated on a
         case specific basis since store closings are virtually all related to
         area consolidation and are executed with the goal of maintaining sales
         volume, but serving that customer base from alternate locations. Valley
         has not sold an operating store since going public in 1997.

         The Company will include the following statement in Management's
         Discussion and Analysis.

         Same store sales are those stores that have been operated by the
         Company for the full two-year comparison period. The value of sales
         increase related to acquisitions is determined by the specific sales of
         each acquired location. New stores would be considered in same store
         sales once Valley has operated them for the entire comparison period.
         There was no adjustment for closed stores as none were closed during
         the period covered.

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

         o        Payments you are obligated to make under your interest rate
                  swap agreement

         o        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 disclose
         any assumptions you made to derive these amounts.

         Disclosures regarding interest payments, for both estimated and
         interest rate swap payments, on the Company's debt are included in the
         liquidity discussion in Management's Discussion and Analysis, Items 7A,
         Quantitative and Qualitative Disclosures About Market Risk, summary of
         significant accounting policies footnote (#3), and the long-term debt
         footnote (#6). The Company believes that sufficient information is
         provided throughout the filing for the reader to understand the
         Company's obligations for interest payments and effect of the interest
         rate swap.

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.

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         The Company did not include the commitment to purchase distribution
         vehicles in the schedule of contractual obligations. This commitment
         will be included in the table in any future filings. The disclosure
         will read as follows:

         Purchase obligations represent the total value of open purchase orders
         as of the period ending date.

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.

         The Company has disclosed valuation accounts throughout the filing,
         including the accounts receivable allowance on doubtful accounts on the
         face of the balance sheet and as a separate line item on the statement
         of cash flows. The Company does not have material valuation accounts.
         The Company does not have a valuation allowance against deferred tax
         assets and inventory reserves were not material and approximated
         $200,000, $268,000 and $400,000 in 2004, 2003 and 2002, respectively.
         The Company believes that sufficient information is provided throughout
         the filing for the reader to understand the Company's charges and
         deductions for valuation accounts and that the valuation account for
         the allowance for doubtful accounts is not material to the financial
         statements as a whole. See the roll-forward below:

<TABLE>
<CAPTION>
                                                                  2003            2004
                                                              -----------       ---------
<S>                                                           <C>               <C>
         Beginning of the year (per face of balance sheet)    $   684,898       $ 814,846
         Charges (per cash flow)                              $ 1,364,672       $ 640,554
         Deductions (per cash flow)                           $(1,234,724)      $(708,091)
                                                              -----------       ---------
         End of the year                                      $   818,846       $ 747,309
</TABLE>

         After review of the cash flow for the year ended June 30, 2004, the
         Company noted that the provision for allowance on doubtful accounts
         line item reported as $708,091 should have been $640,554 and the
         disposition of doubtful accounts line item reported as $640,554 should
         have been $708,091. The line items were switched. This had no material
         impact on the total net cash provided by operating activities.

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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.

         We classified the gain on disposal of assets as other income because we
         believe the value of $225,716 is de minimus when compared to operating
         income of over $18,192,702. The gain amount represents less than 1.25%
         of operating income. In addition, the Company disclosed the gain as a
         separate item on the face of the income statement.

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.

         In future filings these values will be disclosed on the face of the
         statement. Each line item description will be expanded to state "net of
         tax expense or benefit of "$". We have enclosed an example of a revised
         Consolidated Statement of Changes in Stockholders' Equity for the years
         ended June 30, 2002, 2003 and 2004 with the additional disclosure for
         your review.

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:

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         o        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

         o        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.

         Cost of Products Sold principally consists of direct material costs and
         freight-in for bulk gas purchases and welding equipment and supplies.

         The majority of the costs associated with the distribution of the
         Company's products, which include direct labor and overhead associated
         with receiving, filling, warehousing and delivery by Company vehicles,
         is reflected in operating and administrative expenses.

         Distribution costs totaled $20,581,000, $21,449,000, and $20,176,000
         for the fiscal years ended June 30, 2004, 2003, and 2002, respectively.
         The Company conducts multiple operations out of the same facilities and
         does not allocate facility related expenses to each operational
         function. Accordingly, there is no facility related expense in the
         distribution costs above.

         Depreciation expense associated with the Company's delivery fleet of
         $1,179,000, $1,072,000 and $1,159,000 was recognized in the
         Depreciation line item after operating income for the fiscal years
         ended June 30, 2004, 2003 and 2002, respectively.

         The Company considered SAB Topic 11-B in drafting a response to this
         question, and concluded that in future filings the Company will move to
         a one-step income statement format so that it is clear the reader where
         certain costs are classified. See attachment for an example of the new
         income statement format.

         The Company will revise the disclosures as follows:

         Note 3
         Cost of Products Sold
         Cost of products sold principally consists of direct material costs and
         freight-in for bulk gas purchases and hardgoods (welding supplied and
         equipment, safety products and industrial tools and supplies).

         Operating, Distribution and Administrative Expenses
         Operating, distribution and administrative expenses consist of labor
         and overhead associated with the purchasing, marketing and distribution
         of the Company's products, as well as costs associated with a variety
         of administrative functions such as legal, treasury, accounting and
         tax, and facility-related expenses.

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         Depreciation
         The Company recognizes depreciation expense on all its property, plant
         and equipment in the consolidated statement of earnings line item
         "Depreciation".

         Shipping and Handling Fees and Distribution Costs
         The Company recognizes delivery and freight charges to customers as
         elements of net sales. Costs of third-party freight are recognized as
         cost of products sold. The majority of the costs associated with the
         distribution of the Company's products, which include direct labor and
         overhead associated with filling, warehousing and delivery by Company
         vehicles, is reflected in operating, distribution and administrative
         expenses and amounted to $20,581,000, $21,449,000 and $20,176,000 for
         the fiscal years ended June 30, 2004, 2003 and 2002, respectively. The
         Company conducts multiple operations out of the same facilities and
         does not allocate facility-related expenses to each operational
         function. Accordingly, there is no facility-related expense in the
         distribution costs disclosed above. Depreciation expense associated
         with the Company's delivery fleet amounted to $1,179,000, $1,072,000
         and $1,159,000 for the fiscal years ended June 30, 2004, 2003 and 2002,
         respectively.

         MD&A
         Gross profits do not reflect depreciation expense and distribution
         costs. As disclosed in Note 3 to the Consolidated Financial Statements,
         the Company reflects distribution costs as elements of Operating,
         Distribution and Administrative Expenses and recognizes depreciation on
         all its property, plant and equipment on the income statement line item
         "Depreciation". Some companies may report certain or all of these costs
         as elements of their Costs of Products Sold; therefore, gross profits
         discussed below may not be comparable to those of other entities.

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.

         Amounts are removed from inventory on a FIFO basis. Future filings will
         include a statement to this effect within the summary of significant
         accounting policies footnote (#3).

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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.

         Third party freight costs relating to the delivery of products to
         customers totaled $716,000, $727,000 and $606,000 in fiscal years 2004,
         2003 and 2002 respectively and were classified as operating and
         administrative expenses. Future filings will include this disclosure in
         the summary of significant accounting policies footnote (#3). See
         response to comment #8 for related changes in the income statement
         format.

         The Company has classified cost of deliveries by their employees and
         vehicles as operating and administrative expense which amounted to
         $14,916,000, $14,176,000 and $13,228,000 in 2004, 2003 and 2002,
         respectively. Future filings will include this disclosure as well. See