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Correspondence Letter

             DLA Piper Rudnick Gray Cary US LLP

             4700 Six Forks Road, Suite 200

             Raleigh, North Carolina 27609-5244

             T 919.786.2000

             F 919.786.2200

             W www.dlapiper.com

             JEFFREY D. MILLER

             jeffrey.miller@dlapiper.com

             T 919.786.2005

 October 14, 2005

 Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549-3651

Attn:
Michael Moran, Accounting Branch Chief

 Re:

BGF Industries, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2004

Filed March 31, 2005

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Filed August 11, 2005

File No. 333-72321

(Confidential, For Use of the Commission Only)

 Ladies and Gentlemen:

 This law firm represents BGF
Industries, Inc. (the “Company”). We are writing this letter on behalf of the Company in response to the comment letter from Michael Moran, Accounting Branch Chief, dated September 30, 2005, regarding the Company’s Form 10-K for
the Year Ended December 31, 2004 and the Company’s Form 10-Q for the Quarter Ended June 30, 2005.

 For your convenience, we have reproduced below the numbered comments from the comment letter and included the Company’s responses to such comments.

 Form 10-K, for the Fiscal Year Ended
December 31, 2004

 General

1.
Comment: Where a comment below requests additional disclosure to be included, please show us in your supplemental response what the revised disclosures will look like. These
additional disclosures should be included in your future filings.

 Response: Where applicable, we have included in this response letter what the Company’s revised disclosures will look like in future filings.

 Securities and Exchange Commission

 October 14, 2005

 Page 2

 Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 8

 Results of Operations

 General - Net Sales

2.
Comment: Your disclosure of changes in net sales by segment provide the dollar amount of the change within each segment, but do not disclose the dollar amount for each
specific business reason within that segment. Further, in many instances, the business reasons you provide for the change within each segment you provide are too general and do not provide any statistical or financial information to quantify the
reason so that an investor can assist the overall impact of the change. For example, you disclosure may indicate that an increase in net sales is due to an increase in market share or an increase in demand, but you do not disclose if you added any
new key customers during the period, or provide the percent increase in market share, nor do you indicate if you expect these trends to continue in future periods. Please revise your disclosure of the changes in net sales for all period presented
accordingly. Refer to Item 303(a)(3) of Regulation S-K.

 Response: In future filings, the Company will enhance its disclosure of changes in net sales in accordance with Item 303(a)(3) of Regulation S-K. The following disclosure is an excerpt from the Company’s 10-Q for the Quarter
Ended June 30, 2005, which appears on page 15 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Three Months Ended June 30, 2005 Compared to Three
Months Ended June 30, 2004 (as restated) – Net Sales.” The language in bold, italics are examples of the types of enhancements that the Company will substantively make in future filings:

 Sales of our composite fabrics, which are used in various applications
including structural aircraft parts and interiors, have represented approximately one-third of our total net sales over the past two years. Sales of these fabrics increased $1.9 million, or 16.1%, for the three months ended
June 30, 2005 as compared to the three months ended June 30, 2004 due primarily to increased purchases of composite fabrics across the board by North American customers who produce goods for U.S.-based aircraft
manufacturers.

 Sales of our filtration fabrics
used by industrial customers to control emissions into the environment have represented approximately 20% of our total net sales over the past two years. Sales of these fabrics increased $1.4 million, or 22.6%, for the three months
ended June 30,

 Securities and Exchange Commission

 October 14, 2005

 Page 3

 2005 as compared to the three months ended June 30, 2004. This increase
is due primarily to a shift in product mix from sales of lower priced products to higher priced products and sales to a customer under a specific utility contract, which accounted for approximately 70% of this
increase. This utility contract terminated in the second quarter of 2005.

 Sales of protective fabrics, which are used in various ballistics applications including personal and vehicle armor, have generally represented less
than 10% of our net sales over the past two years, but has experienced significant increases over that time. Sales of protective fabrics increased $0.6 million, or 14.6%, for the three months ended June 30, 2005 as compared to the three
months ended June 30, 2004 due to increased purchases by customers who supply the U.S. military primarily to support its activities in Iraq.

 Sales of our insulation fabrics, used for high temperature products, have represented approximately 10% of our net
sales during the past two years. Sales of insulation fabrics decreased $0.7 million, or 17.1%, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004 due primarily to a XX% reduction in
purchases by a customer for major appliance applications, who previously accounted for approximately XX% of sales of our insulation fabrics. This customer has begun to satisfy its fabric needs with insourced manufacturing.

 Sales of our electronics fabrics used in multi-layer and
rigid printed circuit boards, coated fabrics and specialty electronic tapes represented approximately 20% of our total net sales over the past two years. Buyers of our electronic fabrics are primarily based in North
America. Sales of electronic fabrics decreased $1.8 million, or 18.6%, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Sales of these fabrics have been adversely
affected by the movement of electronic industry production outside of North America, such as to lower cost manufacturers in Asia who generally purchase fabrics from Asian suppliers.

 In future filings, the Company will also identify “known trends”
in its operational results to the extent such trends are reasonably likely to occur and which would have a material impact on the Company’s business. However, because the Company’s sales are typically substantially dependent upon external
factors outside the control of management, the Company does not believe there are currently any undisclosed material “known trends” with respect to the Company’s

 Securities and Exchange Commission

 October 14, 2005

 Page 4

 operations that are reasonably likely to occur, except as set forth in the
Company’s 10-Q for the Quarter Ended June 30, 2005 on page 18 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Outlook for the Remainder of 2005.” Buyers of fabrics rarely,
if ever, enter into purchase commitments. Instead, such buyers generally purchase products on an as-needed basis pursuant to purchase orders. Although some of the Company’s customers from time to time may notify the Company of forecasted needs
for future periods, these forecasts are typically incomplete, do not represent firm commitments and, in management’s experience, are generally not indicative of future trends with respect to the Company’s sales. The Company believes that
any such disclosure would be premature and potentially misleading, unless based on a firm commitment or other obligation by one or more of its customers to make future purchases.

 Liquidity and Capital Resources, page 15

 Contractual Obligations, page 17

3.
Comment: Please revise your tabular presentation to include totals for each year and a grand total for each line item disclosed in the table.

 Response: The Company will make the requested revision in its future
filings.

4.
Comment: We note that you do not include any amounts for purchase commitments or obligations for raw materials or other items used in production as required by Item
303(a)(5)(ii)(D) of Regulation S-K. Please tell us and revise your disclosures to include a separate line item in the table for all purchase obligations as required, or explain to us why you do not believe it is appropriate to do so.

 Response: The Company understands that
Item 303(a)(5)(ii)(D) of Regulation S-K requires the inclusion of purchase obligations, if any, in the tabular disclosure of contractual obligations. However, the Company has not historically entered into purchase commitments or obligations for raw
materials or other items used in production. As noted on pages 4 and 5 of the Company’s 10-K under “—Raw Materials,” the principal materials used by the Company to manufacture its products are glass, aramid and carbon yarns.
Similar to the manner in which the Company’s customers purchase goods from the Company as discussed above in response to Comment #2, the Company purchases these raw materials on an as-needed basis pursuant to purchase orders from a number of
different suppliers. These purchase orders do not represent an obligation of the Company to purchase any raw materials. In fact, ordinary course orders can be canceled at any time. Accordingly, the Company does not believe that it has any purchase
obligations that require inclusion in the contractual obligations table pursuant to Item 303(a)(5).

 Securities and Exchange Commission

 October 14, 2005

 Page 5

5.
Comment: We note your disclosure in footnote (2) relating to interest on outstanding debt. Please clarify to us if the amounts disclosed in the interest on debt line
item also include interest due on the WFF term loan for all periods presented. If not, please revise your current tabular presentation to also include the interest due on the WFF term loan to comply with Item 303(a)(5) of Regulation S-K.

 Response: The interest on debt line item
unintentionally omitted the interest due on the WFF term loan. In future filings, the Company will include interest due on the WFF term loan in the interest on debt line item of the contractual obligations table. The Company does not believe it is
necessary to file a 10-K/A for the 2004 fiscal year to correct the interest on debt line item in the contractual obligations table. Had the Company included interest payable in the future under the term loan portion of the WFF Loan and expanded the
footnote to clarify that the line item applied also to interest payments under the term loan portion of the WFF Loan, the 2005 total contractual obligations would have increased by $300,000, or 1.6%, the 2006 amount would have increased by $200,000,
or 1.7%, the 2007 amount would have increased by $100,000, or 0.9%, and the 2008 and thereafter entries would not have changed. Such payments are also not expected to have any material impact on our future cash flows. Additionally, detailed
information about the WFF Loan, including amounts currently outstanding and current variable rate information, appears elsewhere in the 10-K.

6.
Comment: Please revise your tabular presentation to include your estimate of the amounts for future periods that are presented in the consolidated balance sheets line item
postretirement benefit and pension line item, and any other liabilities and contractual obligations that will require cash funding such as executive employment contracts, or tell us why you do not believe it is appropriate to include these amounts.
Because the table is aimed at increasing the transparency of cash flow, we believe annual cash payments required to fund retirement benefits represent contractual obligations. Refer to Item 303(a)(5) of Regulation S-K.

 Response: The Company is not currently required to make any
payments to its defined benefit pension plan or its postretirement benefit plan. In order to continue to provide all distribution options allowed by the plan, the Company from time to time makes certain voluntary contributions to the plans. The
voluntary determination to make such payments, if any, is made by the Company on an annual basis.

 The Company has entered into deferred compensation arrangements with its officers providing for pre-retirement survivor benefits and post-retirement
benefits to the officers.

 Securities and Exchange Commission

 October 14, 2005

 Page 6

 Such amounts, if and to the extent payable, are determined upon a
salary-based formula set forth in such contracts and described under “Item 11. Executive Compensation – Deferred Compensation Arrangements” on page 23 of the 2004 10-K.

 In future filings, the Company will add to the contractual obligations table a “Deferred Compensation Payments”
line item to reflect the known timing of future guaranteed payments to existing retirees. The Company will include a footnote to this line item to describe the nature of these payments and clarify that the amounts shown in the table include only
future payments to persons who have retired prior to the filing date. The Company does not believe it is necessary to file a 10-K/A for the 2004 fiscal year to add this new line item in the contractual obligations table. Such payments are not
expected to have any material impact on our future cash flows. For each of the years in the 2004 contractual obligations table, such annual amount would have been approximately $60,000 to $80,000 in the aggregate, or less than 1% of the
Company’s total contractual obligations.

 With respect to
any future payments to employees who have not yet retired, since the payment of these amounts depends upon the occurrence of certain events that are currently unknown (such as relevant retirements dates, etc.), the Company does not have any
indication of when and over what timeframe such amounts will be paid. As a result, the Company believes it would be misleading to include the amount of these arrangements with respect to employees who have not yet retired in the contractual
obligations table itself as the timing of such payments is not determinable. In the footnote to the “Deferred Compensation Payments” line item, the Company intends to add the following disclosure:

 Amounts shown do not include expected future payments to officers who have
not yet retired. Such amounts, if and to the extent payable, are determined upon a salary-based formula set forth in such contracts and described under “Executive Compensation – Deferred Compensation Arrangements.” The Company has
currently recorded a $XX million liability on its balance sheet to reflect expected future payments to officers who will retire in the future. Since the future payment of any such amounts depends upon the occurrence of certain events that are
currently unknown (such as relevant retirements dates, etc.), the Company does not have any indication of when and over what timeframe such amounts will be paid.

 Securities and Exchange Commission

 October 14, 2005

 Page 7

 Item 8. Financial Statements and Supplementary Data

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note l, Summary of Significant Accounting Policies, page F-7

 General

7.
Comment: Please tell us and disclose the types of amounts you include in the cost of goods sold and the selling, general and administrative expense line items. Please tell us
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 goods so