SecProbe.io

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                                                      CORPORATE OFFICES
                                                      67-43RD STREET
                                                      WHEELING, WV 26003
                                                      TEL. (304) 232-1542
(VALLEY NATIONAL GASES, INC. LOGO)                    FAX (304) 233-2812

Via Edgar and Fax to 202-942-9531

February 16, 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,

Please find below the responses of Valley National Gases to the comments made in
your letter of February 14, 2005.

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. 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.

Contractual Obligations, page 18

         2. We have reviewed your response to comment 3. We continue to believe
         that the estimated payments on your debt and payments you are obligated
         to make under your interest rate swap agreement should be included in
         your table of contractual obligations. Please revise your table and
         disclose any assumptions you made to derive these amounts.

Please find attached a revised table of contractual obligations, including
disclosure relating to assumptions used to derive the amounts listed.

Financial Statements

         3. Please present comprehensive income and its components in a
         financial statement that is displayed with the same prominence as other
         financial statements. Your presentation of this information in your
         footnotes on page F-10 does not meet this requirement. See paragraph 22
         of SFAS 130.

<PAGE>

Please find attached the Consolidated Statement of Changes in Stockholders
Equity, which presents comprehensive income and its components as described in
SFAS 130.

Consolidated Statement of Operations, page F-4

         4. We have reviewed your response to comment 6. In future filings
         please revise your presentation of the gain (loss) on disposal of
         assets to comply with paragraph 45 of SFAS 144. This presentation
         should apply for all periods subsequent to your adoption of SFAS144.

Please find attached the Consolidated Statement of Operations, presented in the
one-step format, with the gain (loss) on disposal of assets, included in income
from operations, as described in SFAS 144.

Note 9 - Lease Agreements

         5. We have reviewed your response to comment 11. Your response
         specifically addressed escalation clauses, but there was no discussion
         over step-rent provisions, capital improvement funding and any other
         lease concessions which may be present in your leases. Please disclose
         if your leases have any step-rent provisions, capital improvement
         funding and any other lease concessions and how you account for these
         items. In addition, please tell us the quantitative impact, as well as
         the cumulative impact, on each quarter during the last three years and
         any subsequent interim period had you accounted for the leases in
         accordance with SFAS 13 and FTB 88-1 from the inception of each lease.

The Company will include the following statement in footnote 9 regarding lease
obligations:

Valley's lease arrangements do not include any step-rent provisions, capital
improvement funding or significant lease concessions.

Please find attached a SAB 99 analysis, which includes the Company's memo and a
materiality calculation. The Company's memo discusses the consideration of the
lease escalation clause and the conclusion reached on the impact to the
Company's financial statements. The materiality calculation illustrates the
current and cumulative difference to the Company's as reported financial
statements for each quarter of the last three years and the subsequent interim
periods.

We appreciate the opportunity to respond to your comments and would be pleased
to clarify any of our responses if needed.

     Sincerely,

     /s/ James P. Hart

     James P. Hart

     President

     Acting Chief Financial Officer

<PAGE>

                                                      CORPORATE OFFICES
                                                      67-43RD STREET
                                                      WHEELING, WV 26003
                                                      TEL. (304) 232-1542
(VALLEY NATIONAL GASES, INC. LOGO)                    FAX (304) 233-2812

February 6, 2005

To:      Audit Committee

From:    James P. Hart

CC:      W. A. Indelicato, G. E. West

Re:      SEC Review

Gentlemen,

One of the questions raised by the SEC, in the comment letter received on
January 14, 2005 dealt with Valley's accounting for leases that include
escalation charges based on known indexes such as the consumer price increase.
Current accounting rules call for the Company to estimate the impact of the
future increases in rent expense, based upon the current index at the time that
the lease is entered into (contingent rent), and record these estimated
increases over the life of the lease. This results in current period expense
that is different than the actual rent payments. Valley did not account for rent
expense in this manner, but rather recorded rent expense, including any
escalation as incurred and paid. Please find below, the SEC question and support
for the company's response.

         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.

         The Company had approximately 22 leases at the end of 2003 and 16
         leases at the end of 2004 (due to the consolidation of related party
         lease arrangements and related elimination of rental expense in
         accordance with the adoption of FIN 46R) that contain escalation
         clauses based upon the consumer price index. The Company accounted for
         the leases for the year

<PAGE>

         ended June 30, 2004 and 2003 based upon minimum lease payment without
         consideration of the contingent rent.

         The Company noted that the current period impact of including the
         contingent rent on a straight-line basis in accordance with SFAS No. 29
         had no impact on reported basic or diluted earnings per share for any
         individual quarter (including the three months ended September 30, 2004
         and the six month ended December 31, 2004) or for the fiscal years
         ended June 30, 2002, 2003 or 2004 nor is it material to the Company's
         income before taxes or net income for those periods. In addition, the
         Company considered the cumulative effect as it relates to the balance
         sheet, noting that the amounts were not material to the Company's
         balance sheet for any individual quarter (including the three months
         ended September 30, 2004 and the six month ended December 31, 2004) or
         for the fiscal years ended June 30, 2002, 2003 or 2004.

         The Company will add the following disclosure in future filings:

         Certain leases agreements contain rent escalation clauses that are not
         significant. In 2004 and 2003, contingent rentals have not been
         significant. Leasehold improvements are depreciated over the life of
         the lease or the useful life of the asset, whichever is shorter, which
         is consistent with the lease term used to recognize rent expense.

We carefully evaluated the overall impact of our accounting in accordance with
the SEC Staff Accounting Bulletin No. 99 Materiality. This bulletin requires a
qualitative as well as quantitative evaluation. I have included a copy of the
SEC bulletin with this communication. From a quantitative standpoint please note
that for the fiscal year ended June 30, 2004, the additional current year
expense related to these lease arrangements is $6,368, and the cumulative effect
is $56,429, which is not material to the financial statements of the Company for
the fiscal year ended June 30, 2004. The cumulative effect for the fiscal year
2004 includes a reduction in the liability due to the consolidation of the
Company's related party lease arrangement upon adoption of FIN 46R at March 31,
2004. For the fiscal year 2003, the additional rent expense would have been
$33,902, while for fiscal 2002 it would have been $62,777. Recording the
offsetting liability to contingent rent, in our balance sheet, would not have
resulted in any material change to any ratios or materially changed the
appropriate balance sheet line items.

We determined, based on all of the factors detailed in the SEC bulletin, as well
as our own knowledge of the Company and its investors, and concluded that this
difference in rent expense was not material. We believe that this conclusion is
supported by the fact that following the proscribed accounting rules would have
resulted in no change to any reported quarterly or annual earnings per share
during 2002, 2003, and 2004 and the first two quarters of 2005. From a
qualitative standpoint, we also believe that if Valley's results included
contingent rent expense, that fact would not have changed the view of Valley by
any reasonable investor. Nor would it have altered in any material or
significant way the total mix of information available to investors about the
Company.

I have attached four spreadsheets which calculate the impact by year and by each
quarter within the appropriate year for your information and review.

<PAGE>

Please let me know if you have any questions or concerns regarding our
conclusion that this difference is not material. We will discuss this
conclusion, along with each of the other responses, prior to the filing of the
Company's responses to the SEC comment letter.

<PAGE>

VALLEY NATIONAL GASES, INC.
FINANCIAL STATEMENT IMPACT:  CPI INDEX FOR CERTAIN LEASES
FY02, FY03, FY04 AND Q1 AND Q2 OF FY05

<Table>
<Caption>
                                             FY02                              FY03                              FY04
                               --------------------------------- ---------------------------------  -------------------------------
<S>                            <C>            <C>       <C>      <C>            <C>       <C>       <C>           <C>       <C>
Expense                             (62,777)                          (33,902)                           (6,368)
Cumulative                         (103,860)                         (137,763)                          (56,429)A

                                  AMOUNT        EXP %     CUM %     AMOUNT       EXP %      CUM %      AMOUNT      EXP %     CUM %
                               ------------   --------  -------- ------------   --------  --------  -----------   -------   -------
Valley liabilities per filings  117,978,934               -0.09%  113,071,627               -0.12%  105,845,417               -0.05%
Valley equity per filings        36,633,625               -0.28%   36,143,205               -0.38%   46,108,125               -0.12%
Valley pre-tax per filings        7,215,101     -0.87%                387,491     -8.75%             12,199,786     -0.05%
Valley net income per filings     4,220,834     -0.87%                236,370     -8.75%              7,679,859     -0.05%
Valley basic EPS per filings   $     0.4515   $0.4476   $0.4450  $     0.0253   $0.0231   $0.0163   $    0.8186   $0.8188   $0.8155
Valley diluted EPS per filings $     0.4491   $0.4452   $0.4426  $     0.0252   $0.0230   $0.0162   $    0.8132   $0.8134   $0.8101
Valley basic weighted average
 shares                           9,347,584                         9,350,068                         9,381,447
Valley diluted weighted average
 shares                           9,398,514                         9,392,885                         9,444,086
Effective tax rate                    41.50%                            39.00%                            37.00%

Difference in basic EPS                       $ 0.004   $ 0.006                 $ 0.002   $ 0.009                 $(0.000)  $ 0.003
Difference in diluted EPS                     $ 0.004   $ 0.006                 $ 0.002   $ 0.009                 $(0.000)  $ 0.003

<Caption>
                                      FY05                   Q1 FY05                           YTD Q2FY05
                                    --------     --------------------------------   --------------------------------
<S>                               <C>            <C>            <C>       <C>       <C>           <C>       <C>
Expense                              (4,108)           (1,027)                           (2,054)
Cumulative                          (60,537)          (61,564)                          (62,591)

                                                     AMOUNT       EXP %     CUM %      AMOUNT      EXP %     CUM %
                                                  -----------   -------   -------   -----------   -------   --------
Valley liabilities per filings                    109,442,803               -0.06%  102,777,836               -0.06%
Valley equity per filings                          47,152,258               -0.13%   51,183,846               -0.12%
Valley pre-tax per filings                          2,521,571     -0.04%              8,155,533     -0.03%
Valley net income per filings                       1,563,374     -0.04%              5,056,431     -0.03%
Valley basic EPS per filings                           0.1648   $0.1647   $0.1608        0.5329   $0.5327   $0.5288
Valley diluted EPS per filings                         0.1628   $0.1628   $0.1589        0.5250   $0.5249   $0.5210
Valley basic weighted average
 shares                                             9,485,696                         9,489,000
Valley diluted weighted average
 shares                                             9,600,299                         9,631,000
Effective tax rate                                      38.00%                            38.00%

Difference in basic EPS                                         $ 0.000   $ 0.004                 $ 0.000   $ 0.004
Difference in diluted EPS                                       $ 0.000   $ 0.004                 $ 0.000   $ 0.004
</Table>

<Table>
<S>                                                  <C>
A - This cumulative is calculated as follows:
FY03 cumulative                                      (137,763)
Reversal of related party liability                    87,701
FY04 expense (excludes Q4 related party liability)     (6,368)
FY04 cumulative                                       (56,430)
</Table>

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VALLEY NATIONAL GASES, INC.
FINANCIAL STATEMENT IMPACT: CPI INDEX FOR CERTAIN LEASES
FY02 QUARTERS

<Table>
<Ca