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 Metalico, Inc.

186 North Avenue East

Cranford, New Jersey 07016

(908) 497-9610

December 20, 2004

U.S. Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 0510

Washington, DC 20549-0404

    Attention:

    Pamela Ann Long

    Assistant Director

    Re:

    Metalico, Inc.

    Form 10 (File No. 000-50999)

    Responses to Comments

Dear Ms. Long:

          Metalico, Inc. (the “Company”) is in receipt of your letter of November 23, 2004 regarding the
Company’s Form 10 filing of October 25, 2004 (the “Initial Filing”). The following information is
submitted in response to your numbered comments.

          In order to prevent the Initial Filing from automatically becoming effective pursuant to
Section 12(g)(1) of the Securities Exchange Act of 1934 before such time as the Company has had
adequate opportunity to clear all outstanding comments on the Registration Statement with the Staff
of the Commission and before the Staff has completed its review, we have applied to the Commission
for withdrawal of the Initial Filing. We are today filing a revised Form 10 (the “New Filing”) and
are delivering to the Commission a marked copy of the New Filing blacklined against the Initial
Filing.

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.

          We have updated the Company’s financial statements as requested.

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 2

    2.

    We note you make reference to external legal counsel in your discussions of environmental
liabilities. We remind you that if this reference is made in a filing in the 1993 Act
environment you must identify the external legal counsel and include their consent. Refer to
Rule 436(b) of Regulation C.

          The Company is filing this registration statement pursuant to the 1934 Act. At such time as
the Company files a registration statement under the 1933 Act, we will comply with any additional
requirements thereunder.

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.

          The current Metalico, Inc., a Delaware corporation organized in 1999, is the successor to a
Delaware corporation of the same name organized in 1997. We have provided the requested
information in more detail in Item 1 of the New Filing.

    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).

          A cross reference to Note 20 concerning segment information has been inserted in Item 1, page
11 under the heading “SEGMENT REPORTING” in the New Filing.

    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.

          We have made the requested disclosures in the New Filing.

    6.

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

          At this time our website, www.metalico.com, is under construction. We have noted this fact in
the “Available Information” section on page 69 of the New Filing and will update this information
in subsequent filings after the website becomes active.

    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

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 3

    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.

          We have revised our disclosures to identify the customer by name on page 14 and in Note 2 of
the 12.31.03 Consolidated Financial Report included in the New Filing. No relationship with this
customer and the Company exists beyond a normal third-party customer relationship.

     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.

          We have disclosed this information in the New Filing.

Results of Operations; Page 21

    9.

    Expand your discussions 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.

          We have expanded this discussion in the New Filing.

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.

          We have made the requested adjustments to the New Filing.

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 4

     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.

          We have disclosed the requested information in the New Filing.

    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).

          We have disclosed the requested information in the New Filing.

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.

          We have revised these provisions of the New Filing as requested.

     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.

          We have separated the impairment and other losses and net realized gain/loss on non-operating
property changes consistent with changes made as a result of our response to comment No. 38 in this
letter. This revised the other expense to $69,000 for 2003 and resulted in a decrease of $294,000
from 2002 which is correctly disclosed in the Financial and Other Income/Expense area on page 26 of
the New Filing.

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

          Income Taxes; page 28

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 5

    15.

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

          We have disclosed the requested information on page 29 of the New Filing.

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?

          The Company did not have purchase obligations as of December 31, 2003.

    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.

          We have disclosed this information in a footnote on page 30 of the New Filing.

    18.

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

          We have disclosed this information on pages 30 and 31 of the New Filing.

    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.

          We have provided the requested information in this section on page 31 of the New Filing.

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

          We have disclosed this information on page 31 in the New Filing.

     Future Capital Requirements; page 30

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

          We have made the requested revision on page 32 of the New Filing.

    Quantitative and Qualitative Disclosures About Market Risks

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 6

    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.

          We have appended a section captioned “Quantitative and Qualitative Disclosures About Market
Risks” immediately after the review of “Contingencies” in the discussion of “LIQUIDITY AND CAPITAL
RESOURCES” in Item 2 of the New Filing in response to your comment.

          We do not believe that we can successfully model a sensitivity model addressing changes in
commodity price levels. In our opinion there are too many unknowns such as domestic and
international demand for commodities, manufacturing activity in the U.S. and in regional markets,
and prospects for the U.S. auto industry and the U.S. construction industry, to permit justifiable
speculation.

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.

          We have added the requested discussion in a section captioned “Off-Balance Sheet Arrangements”
immediately after the disclosure of “Conversion of Debt to Equity and Changes in Preferred Stock”
in the discussion of “LIQUIDITY AND CAPITAL RESOURCES” in Item 2 of the New Filing.

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.

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 7

          We have revised applicable footnote disclosures and related Note references to separately
present each pro forma adjustment and clearly explain the adjustments included in the pro forma
adjustments columns.

    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.

          We have disclosed this information on pages 33 and 34 of the New Filing in our discussion of
the acquisition of the Mayco interests and applicable real estate.

    26.

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

          We have supplemented Note A on page 37 to include the purchase price allocation as requested.

    27.

    We note 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.

          We have added additional disclosures in Note A on page 37 that explain we are currently in the
process of obtaining an appraisal of identifiable intangible assets from a certified appraiser. We
have noted in such disclosure the identifiable intangible assets of significance that may be
identified, etc.

    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
variant in interest rates.

          We have made the requested disclosures on pages 33 and 34 of the New Filing in the provisions
discussing the acquisition of the Mayco interests and applicable real estate.

     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.

          We have revised our pro forma condensed consolidated statements of income to include only
income from continuing operations, as requested

    Quarterly Financial Information; page 38

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 20, 2004

Page 8

    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.

          We have revised certain adjustments made during the