SecProbe.io

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November 23, 2004

Mail Stop 0510

via U.S. Mail and facsimile

Carlos E. Aguero
President & Chief Executive Officer
Metalico, Inc.
186 North Avenue East
Cranford, New Jersey 07016

Re: 	Metalico, Inc.
	Form 10
		File No. 000-50999

Dear Mr. Aguero:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, 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 any other aspect of our review.  Feel free
to call us at the telephone numbers listed at the end of this letter.

General

1. Please update the financial statements based on interim data
through September 30, 2004 in accordance with Rule 3-12 of Regulation
S-X.

2. We note you make references to external legal counsel in your
discussions of environmental liabilities.  We remind you that if this
reference is made in a filing in the 1933 Act environment, you must
identify the external legal counsel and include their consent. Refer
to Rule 436(b) of Regulation C.

Business; page 3

3. State the year of your organization and the form of entity as
required by Item 101(a)(1) of Regulation S-K.

4. Report profit or loss and total assets for each segment over the
past three fiscal years or insert a cross reference to Note 20 of the
consolidated financial statements for the year ended December 31,
2003, where this information is reported.  See Regulation S-K, Item
101(b).

5. Please disclose the geographic markets serviced and methods of
distribution for sales of ferrous scrap on pages 6-7 and non-ferrous
scrap on page 8 as required by Item 101(c)(1)(i) of Regulation S-K.
In addition, please state the amount or percentage contributed by each
segment to your total revenue.

6. Please consider providing your Internet address, if you maintain a
website, as suggested by Item 101(e)(3) of Regulation S-K.

7. We note that on page 14 and in Note 2 on page F-11 you refer to a
major customer to whom sales accounted for more than 10% of your
revenue in 2003.  Revise your disclosure in each section to identify
this customer by name and relationship, if any, to you and your
subsidiaries in accordance with Item 101(c)(1)(vii) of Regulation S-K.

Risk Factors; page 12

We are highly leveraged; page 12

8. Please state your current annual debt service payment obligations.
In addition, if changes in the interest rate on your debt could
materially affect your annual debt service costs, then disclose how
much it will increase with a 1% increase.

Results of Operations; page 21

9. Expand your discussion to include an analysis of your segment
performance measure "operating profit".  In this regard, we note that
operating profit for lead fabrication and secondary lead smelting
segment has decreased materially from 2002 to 2003 and that scrap
processors operating profit increased over the same period.

Results of Operations, Six Months Ended 6/30/04 . . .; page 22

10. In all comparative discussions of financial condition and results
of operations, where more than one reason is cited as being
responsible for a change, please quantify the contribution of each
factor.  Further, discuss why you believe that there have been changes
and whether or not you believe that this is a trend.  For example,
quantify the impact of each factor that contributes to your net sales.
In your discussion of ferrous and non-ferrous sales on page 22, you
attribute the increase to (1) higher selling prices and (2) increased
selling volumes.  Quantify the impact of each of these factors and
discuss why you believe that there have been changes and whether or
not you believe that this is a trend.

Perform the same analysis for all other sections in the comparative
analyses of financial condition and results of operations, including
all analyses in the "Liquidity and Capital Resources" section.  Refer
to Item 303(a)(3)(i) of Regulation S-K and the instructions to Item
303 of Regulation S-K.

Scrap Metal Recycling; page 22

11. Where you attribute increased revenues for both ferrous and non-
ferrous sales to increased selling volumes please quantify here, and
in your other periodic disclosures, the increase in sales volumes.

12. On page 23 you state the one-year percentage price increase of
four non-ferrous metals and mention an increase in domestic supply.
Please revise to explain how these increases have affected your
revenues or income.  See Regulation S-K, Item 303(a)(3)(iv);
Instruction to Item 303(a)(8).

Results of Operations, Year Ended 12/31/03 . . .; page 24

Selling, General & Administrative; page 25

13. Separately quantify the impact of each item identified as having
an impact on your selling, general and administrative costs.  Also,
for 2003 versus 2002, you indicate that selling, general and
administrative costs have not changed even though the company recorded
higher sales.  Your discussion should be expanded to explain the
reasons why selling, general and administrative costs haven`t
increased.

Financial and Other Income/(Expense); pages 25-26

14. We note that your financial and other expenses increased for the
year ended 12/31/03 to $527,000 from $363,000 for the year ended
12/31/02, but this has been labeled a decrease.  Please revise this
disclosure.

Results of Operations, Year Ended 12/31/02 . . .; page 26

Income Taxes; page 28

15. Please revise to provide more detail concerning the difference in
tax expense from 2002 and 2001.

Liquidity and Capital Resources; page 30

16. Confirm to us that you do not have any purchase obligations that
should be included in the table pursuant to Item 303 (a)(5)(D) to
Regulation S-K.  For instance, do you have contractual obligations to
purchase materials from customers?

17. Please expand the table, or provide a footnote to the table of
contractual obligations, to address the cash requirements for
interest.  Refer to footnote 46 of Release No 33-8350 Interpretation -
Commission`s Guidance Regarding Management`s Discussion and Analysis
of Financial Condition and Results of Operations.

18. Separately discuss the impact that receivables, inventories,
accounts payable and accrued expenses had on your operating cash flows
for the years presented.

19. Please discuss the waiver of the violation of the covenant that
requires minimum EBITDA and the subsequent waiver of the violation by
the primary lender.

20. Please disclose how much you have available under your current
credit facilities.

Future Capital Requirements; page 30

21. Please revise to explain what you mean by "borrowings ...
potentially available elsewhere."

Quantitative and Qualitative Disclosures About Market Risks

22. Please provide the sensitivity analysis or value at risks
disclosures regarding potential loss resulting from one or more
selected hypothetical changes in interest rates.  Please also disclose
your market risks from continued increases in commodity prices and a
sensitivity analysis of potential losses due to a hypothetical change
in commodity prices.  If the company has customer accounts in Canada,
please also disclose any market risks due to foreign currency
exposures.  Please refer to Item 305 of Regulation S-K.

Off-Balance Sheet Arrangements

23. Please discuss all off-balance sheet arrangements, including the
performance guarantee on the debt of Mayco Industries, L.L.C., in the
Management`s Discussion and Analysis.

Pro Forma Financial Statements; page 33

24. We note several instances where the Company has reflected pro
forma adjustment amounts with references to more than one footnote.
We also note that certain footnotes address more than one pro forma
adjustment but do not quantify each adjustment.  For instance, your
adjustment for long-term debt refers to footnote A and B and footnote
A refers to the adjustments necessary for (i) the step acquisition of
Mayco, (ii) the financing related thereto and (iii) the elimination
applicable amounts in consolidation.  Please separately present each
pro forma adjustment and ensure that each adjustment is referenced to
a footnote that clearly explains the assumptions involved.

25. Disclose the primary reasons for the acquisition, including a
description of the factors that contributed to a purchase price that
results in the recognition of goodwill.

26. Provide a footnote to the pro forma condensed consolidated balance
sheet that sets forth the purchase price allocation.

27. We note that that you have not yet determined any value to be
assigned to certain amortizable intangible assets.  Please identify
any significant intangible assets that are likely to be identified and
the effect that amortization of such intangible assets may have on
your pro forma results of operations.

28. Disclose the terms of the debt incurred for the acquisition of
Mayco.  If the actual interest rates can vary from those depicted,
disclose the effect on income of a 1/8 percent variance in interest
rates.

Pro Forma Condensed Consolidated Statement of Income; pages 35-37

29. In accordance with Rule 11-02(b)(7) of Regulation S-X, revise your
pro forma condensed consolidated statements to include only income
from continuing operations.

Quarterly Financial Information; page 38

30. Please disclose the reason for the loss from continuing operations
in the fourth quarter of the 2002 fiscal year.  Refer to Item
302(a)(3) of Regulation S-K.

Property; page 39

31. Revise your disclosure to discuss the terms of the various leases.

Certain Relationships & Related Transactions; page 48

32. Please disclose whether you believe that the transactions
described are on terms at least as favorable to the company as it
would expect to negotiate with unrelated third parties.

Equity Compensation Plan Information; page 52

33. Your table created pursuant to Item 201(d) indicates that the only
equity compensation plan for which securities have been issued was not
the shareholder-approved 1997 Long Term Incentive Plan, as your
narrative description states, but rather a separate plan not approved
by security holders.  As such, please provide a narrative description
of the plan`s material features as required by Item 201(d)(3) of
Regulation S-K and file it as en exhibit under Item
601(b)(10)(iii)(B).  Additionally, please state the number of
securities to be issued upon the exercise of options granted under the
1997 Long Term Incentive Plan as of December 31, 2003 in column (a)
under "Equity compensation plans approved by security holders."
Please also reconcile your disclosures with those in Note 14 of your
financial statements for the year ended December 31, 2003.

Recent Sales of Unregistered Securities; page 52

34. We note your disclosure of sales of convertible bonds in the
amount of $1,815,000 in paragraph 6 of Item 7.  In paragraph 11 of
your Item 10 discussion of the September 30, 2004 issuance of
Convertible Notes with an aggregate face value of $3,850,000, please
name the persons or identify the class of persons to whom the
remaining notes were sold, as required by Item 701(b) of Regulation S-
K.

Exhibits

35. Please file the contracts, agreements, and notes described in
paragraphs 1-5 of Item 7 as exhibits to this registration statement.
Alternatively, tell us why you do not consider these documents
material.

Financial Statements

	Pro Forma Balance Sheet; page F-4

36. Please delete your December 31, 2003 pro forma balance sheet as
the conversion of certain debt to equity and changes in the preferred
stock is already reflected in the your June 30, 2004 historical
balance sheet.  Refer to Rule 11-02(c)(1) of Regulation S-X.

Consolidated Statements of Income; page F-5

37. Disclose your income available to common stockholders on the face
of your statement of income.  In this regard we note that the
preferred stock dividends are material to the periods presented.
Refer to SAB Topic 6B.

38. We note you have recorded impairment and other losses and net
realized gain (loss) on nonoperating property within Financial and
Other Income/(Expense).  In 2003 and 2001, we note that the $458 and
$563 charges relate to a decommissioned plant in Tennessee and a non-
operating subsidiary located in Connecticut.  Since this plant and
subsidiary were part of your historical operations, the related
ongoing costs related to the plant and subsidiary must be reflected in
your determination of operating income.  In this regard, we believe
that you should include in operating income all charges that relate to
activities for which revenues and expenses have historically been
included in operating income.

39. You indicate within Management`s Discussion and Analysis, under
the caption, "Scrap Metal Recycling - Ferrous Sales" that your April
2002 purchase of the recycler included the acquisition of its customer
list.  It is therefore unclear to us why you did not allocate any of
the purchase price to this customer list.  Tell us how you determined
the fair value of the customer list.

40. We note that your revenue recognition policy simply states,
"Revenue is generally recognized when product is shipped."  However,
based on the nature of your business and your discussion of revenues
as a critical accounting policy, it appears to us that your revenue
recognition policy should be expanded to differentiate your product
sales from your brokerage sales and tolling services.

41. To the extent your brokerage sales and tolling services are more
than 10% of total revenue, separately present those revenues in
accordance with Rule 5-03(b)(1)(a) of Regulation S-X.

Notes to Consolidated Financial Statements; page F-8

Note 10.  Accrued Expenses and Other Liabilities; page F-17

42. Please segregate the accrued liabilities pertaining to
environmental remediation from those that pertain to plant closure
costs.  Separately provide the disclosures for plant closure costs
required by paragraph 20 of SFAS 146.

Note 17.  Other Commitments . . . Environmental Matters; page F-26

43. We note that in 2000 you received correspondence from the
Environmental Protection Agency (EPA) alleging potential liability
related to your College Grove Tennessee site (the Site). We also note
that the Company subsequently received a letter from the EPA dated
January 27, 2003 that included demand for payment of $10.3 million
plus interest relating to the EPA`s determination that there was a
release of hazardous substances from the Site.  Notwithstanding this
demand for payment, we note that you have not recorded an accrual
related to this potential liability.  Your disclosures indicate that
you do not know what the ultimate outcome will be and as a result are
unable to reasonably estimate the amount of ultimate liability.
However, it is unclear to us whether, in accordance with FIN 14, you
have accrued the minimum amount within an estimated range of loss as
of December 31, 2003 or June 30, 2004.  In this regard, we note that
the EPA has sent a Third Request Letter dated June 28, 2004 and in
such letter requested additional information and increased its demand
for payment to $11.8 million.  Your response should be made in light
of the EPA`s continued pursuit of this matter and the increase in the
amount demanded for payment and should address the appropriateness of
your lack of accrual for this potential liability a