SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 3561

									July 26, 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 responses in your letter dated
July
14, 2005 and have the following additional comment.

		We welcome any questions you may have about our comment
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

Consolidated Statement of Cash Flows, page F-6

1. We read your response to comment 2 in our letter dated June 23,
2005.  Please revise your financial statements to reclassify the
payments on your vendor financing note as an operating activity.
In
this regard, please be advised that presenting cash flows related
to
payables generated by the purchase of inventory as financing
activities is not in accordance with GAAP.  Please refer to
paragraph
24 of SFAS 95 with respect to determining the cash flows
classification of cash payments that have aspects of more than one
class of cash flows and to paragraph 23(a) of SFAS 95 with respect
to
payments on notes payable to suppliers.   Also refer, for
analogous
guidance, to Section II.A.1. of the Current Accounting and
Disclosure
Issues in the Division of Corporation Finance updated March 4,
2005
and available on our website at www.sec.gov.

		As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please ensure the response letter provides any requested
supplemental
information.  Please file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
response to our comment.

		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.
July 26, 2005
Page 1

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