SecProbe.io

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Mail Stop 3561

									June 23, 2005

Mr. Francis P. Jenkins
Chief Executive Officer
Royster-Clark, Inc.
1251 Avenue of the Americas, Suite 900
New York, New York 10020

		RE:	Royster-Clark, Inc.
			Form 10-K for Fiscal Year Ended December 31, 2004
			Form 10-Q for Fiscal Quarter Ended March 31, 2005
			Filed March 30, 2005 and May 13, 2005
			File No.  333-81235

Dear Mr. Jenkins:

		We have reviewed your filings and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we
think you should revise your disclosures in future filings 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 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

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

Item 9A. Controls and Procedures, page 31

1. In future filings, please revise your disclosure regarding
changes
to internal controls over financial reporting to identify "any
changes," not just "significant" changes that have materially
affected, or are reasonably likely to materially affect, your
internal controls over financial reporting.  See Item 308(c) of
Regulation S-K.

Consolidated Statements of Cash Flows, page F-6

2. Please refer to paragraphs 23(a) and (b) of SFAS 95 and tell us
why you classify the payments on your vendor financing note as a
financing activity, as opposed to an operating activity.

Notes to Consolidated Financial Statements, page F-8

General

3. It appears, based on your discussion under Item 1. Business,
that
your retail and wholesale operations may represent separate
operating
segments, as discussed in paragraph 10 of SFAS 131.  If this is
not
the case, please tell us in detail how you determined these
operations represent only one operating segment.  If these
operations
represent separate SFAS 131 operating segments, please tell us why
you believe that aggregation of your operating segments is
consistent
with the provisions of paragraph 17 of SFAS 131.  In particular,
tell
us how the wholesale and retail operations are similar in terms of
their economic characteristics.  Please provide along with your
response the revenues and gross margins for your wholesale and
retail
operations for the last 5 years and demonstrate how that
information
supports the similarity of the economic characteristics of the
operations.  We are also unclear as to how the class of customer
and
method used to distribute your products to customers is similar
for
the wholesale and retail operations, since retail sales are
distributed directly to end-use customers whereas wholesale sales
are
distributed to resellers of your products.  Please address this
concern in your response as well.  If after reassessing the
criteria
in SFAS 131, you now believe that each of these operations
represents
a separate reportable segment, please revise your financial
statements accordingly.

4. In future filings, please provide Schedule II -Valuation and
Qualifying Accounts for the activity in your allowance for
doubtful
accounts or tell us why you believe no such disclosure is
required.
Alternatively, you may disclose the information in the notes to
the
financial statements.  See Rules 5-04 and 12-09 of Regulation S-X.

5. In future filings, please disclose the line item on your
statements of operations where costs incurred for shipping and
handling are included.  If shipping and handling costs are not
included in cost of sales, disclose the amount of these costs for
each period presented.  Refer to paragraph 6 of EITF 00-10.  Also
confirm to us that fees billed to customers for shipping and
handling
are included in net sales, as required by paragraph 5 of EITF 00-
10.

(2) Summary of Significant Accounting Policies, page F-8

(e) Other Receivables, page F-9

6. In future filings, please disclose the specific nature and
timing
of allowances and credits received from vendors and other
entities.
Also disclose the statement of operations line item in which each
of
these types of consideration is included.  For any amounts netted
against expense line items other than cost of sales, also disclose
the amounts netted against each expense line item for each period
presented.  See EITF 02-16.

Exhibits 31.01 and 31.02

7. Please confirm that the inclusion of your CEO and CFO`s title
was
not intended to limit the capacity in which such individuals
provided
the certifications.  In the future, eliminate reference to the CEO
and CFO`s titles in the introductory paragraph of the
certifications
to conform to the format provided in Item 601(b)(31) of Regulation
S-
K.

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 12

Liquidity and Capital Resources, page 15

8. Please disclose in future filings the most significant
financial
covenants under your amended credit facility.  For example, based
on
our review of your amended credit arrangement, it appears you are
subject to a quarterly minimum "EBITDA" amount and an annual
"Tangible Net Worth" amount.  We believe these types of terms in
your
facility should be discussed.  Please also disclose whether you
were
in compliance with all of your covenants at March 31, 2005 and
actual
or reasonably likely effects of non-compliance with the covenants
on
your financial condition and liquidity, including whether
violation
of the covenants gives the lender the right to call the debt.
Show
us how the revised disclosure will read.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 Anthony Watson, Staff Accountant, at
(202)
551-3318 or, in his absence, Robyn Manuel at (202) 551-3823 or me
at
(202) 551-3843 if you have questions regarding comments on the
financial statements and related matters.

									Sincerely,

									George F. Ohsiek, Jr.
									Branch Chief
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Mr. Francis P. Jenkins
Royster-Clark, Inc.
June 23, 2005
Page 5

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