SecProbe.io

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      February 2, 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 note that the Form 10 goes effective by lapse of time
within 60 days of the filing pursuant to Exchange Act Section
12(g)(1).  If our comments are not addressed within this 60 day
time
period, you should withdraw the Form 10 prior to effectiveness and
refile a new Form 10 including changes responsive to our comments.

2. We note that you commenced trading in the pink sheets as of
June
2004.  Consider including a risk factor that discusses your common
stock`s status as a penny stock and the material risks associated
with penny stocks, including price fluctuations, additional
disclosure requirements, and the lack of a liquid market for such
stocks

Risk Factors, page 12

   We are highly leveraged, page 12

3. We note your disclosures on page 31 that the violations of two
covenants to your loan agreement were waived.  If a default in any
of
the terms of your outstanding indebtedness could result in the
acceleration of that indebtedness and therefore an event of
default
under a separate debt obligation, please include a risk factor
discussing this possibility and the company`s ability to repay all
accelerated indebtedness simultaneously.

Management`s Discussion & Analysis, page 19
Results of Operations, Year Ended 12/31/02 . . ., page 27

4. In comment 10 of our letter of November 23, 2004, we requested
that where you cite more than one reason for a change in financial
condition and results of operations, that you quantify the
contribution of each factor.  With that in mind, please revise
ferrous and non-ferrous sales on page 27, and lead smelting on
page
28.

5. We have reviewed your response to prior comment 39.  However,
based on the guidance set forth in EITF 02-17 "Recognition of
Customer Relationship Intangible Assets Acquired in a Business
Combination," it is not clear to us that simply because there were
no
contracts, purchase orders, or other legal documents obligating
the
acquired recycler to do business with the seller or you that there
was no fair value associated with the customer list.  Please
advise
or revise.

Quantitative and Qualitative Disclosures About Market Risks, page
35

6. We have reviewed your response to Comment 22.  Though the
potential loss due to a hypothetical change in commodity prices is
not easy to model, we assume that this information is available
and
necessary for internal management planning and budgeting purposes.
Please note that Item 305 of Regulation S-K also requires you to
disclose the modeling technique employed as well as the key
assumptions and parameters of the underlying model.

Pro Forma Financial Information, page 36

7. Please update your pro forma condensed statement of income
through
September 30, 2004.  Refer to Rule 11-02(c)(2)(i) of Regulation S-
X.

8. We note the additional disclosures you provided in Note A in
response to prior comment 27.  Expand this disclosure to provide a
sensitivity analysis with regard to these potential changes.

Quarterly Financial Information, page 40

9. We note your response to prior comment 30.  Tell us more about
the
adjustments that were necessary to appropriately present your 2002
quarterly financial information.

Financial Statements
General

10. As indicated in Note 10 - Subsequent Events to your September
30,
2004 interim financial statements, we note that you acquired a
ferrous and non-ferrous scrap metal recycler on November 18, 2004
for
$7.2 million.  Provide for us the calculations you prepared under
Rule 1-02(w) with regard to the requirements to provide financial
statements for this recycler under Rule 3-05.

Metalico, Inc.and Subsidiaries Financial Statements for the year
ended 12/31/2003
Consolidated Statements of Operations

11. We note your additional disclosures provided in response to
prior
comment 41.  Separately present the cost of product sales from
cost
of tolling services.  Refer to Rule 5-03(b)(2) of Regulation S-X.

Note 1 - Revenue Recognition

12. We note the revisions you made in response to prior comment
40.
We note that you "generally" recognize product revenue upon
shipment
and that brokerage sales are "generally" recognized upon receipt
of
material by the customer.  Expand your disclosures to address the
nature of the revenue transactions that are recognized under
accounting policies that differ from these stated policies.

Note 19 - Debt Forgiveness and Gain on Extinguishment of Debt

13. Notwithstanding your response to prior comment 45, we still do
not fully understand your 2001 debt transaction.  In this regard,
we
have the following comments.
* Your expanded disclosures in MD&A continue to imply that you
made
an $18 million cash payment in connection with the Termination
Agreement.  Please revise your MD&A and this footnote to clarify.
Based on your recognition of a $17 million gain on the debt
extinguishment and the amounts reflected in your cash flow
statements, it does not appear that you made this $18 million
payment.
* It is still unclear to us how a warrant to acquire 17% of the
fully
diluted equity of the Company has no value.  Please provide us
with
additional information to support your conclusion.
* It is unclear to us how you used a fair value of $.11 per share
in
your computation of your 2001 diluted earnings per share.  In this
regard, we note based on your 2001 earnings per share calculation
you
presented in Note 25 to your Form 10 filed on October 25, 2004,
you
reflected $1,999,741 for dividends payable.  Based on the
information
in the filing (i.e. the $6,383,000 dividends payable as of
December
31, 2002 less the $1,832,000 dividend earned during 2002) we
assume
that dividends payable as of December 31, 2001 was $4,551,000.
This
results in a $2.27 deemed fair value for your common stock.

Note 20 - Segment Reporting

14. We note your response to prior comment 47.  Please expand the
headnote to your segment information to discuss the nature of the
items included in corporate operating profit (i.e. what operating
items have not been allocated to your two reportable segments).

Note 25 - Earnings Per Share

15. Tell us why you have eliminated the dilutive effect of your
dividends payable in your December 31, 2001 earnings per share
computation or revise accordingly.  Also tell us why you revised
the
number of common stock equivalents related to your dividends
payable
for the years ended December 31, 2003 and December 31, 2002.

Metalico, Inc.and Subsidiaries Financial Statements for the nine
months ended 9/30/2003, page F-40
Note 4 - Conversion of Certain Debt to Equity and Changes in
Preferred Stock

16. We note the expanded disclosures you provided in Note 4 in
response to prior comment 51.  As previously requested, please
disclose how you accounted for the exchange, including a
discussion
of the fair value of the old and newly issued preferred stock.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 the filing;

* 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.

      You may contact Gus Rodriguez at (202) 824-5524 or Jeanne
Baker
at (202) 942-1835 if you have questions regarding comments on the
financial statements and related matters.  Please contact Matt
Franker at (202) 824-5495 or Lesli Sheppard at (202) 942-1887 with
any other questions.  Alternatively, you may contact me at (202)
942-
1950.

      			Sincerely,

      			Pamela A. Long
      					Assistant Director

cc:	Arnold Graber, Esq. (via facsimile 908/497-1097)
	General Counsel
      Metalico, Inc.
      186 North Avenue East
      Cranford, New Jersey 07016

      Tim Bryant, Esq. (via facsimile 312/984-7700)
      McDermott Will & Emory LLP
	227 West Monroe
	Chicago, IL 60606-5096
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Carlos E. Aguero
Metalico, Inc.
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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