SecProbe.io

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				February 1, 2005

via U.S. mail and Facsimile

J. Peter Farquhar
President and Chief Executive Officer
Tarpon Industries, Inc.
2420 Wills Street
Marysville, Michigan 48040

Re:	Tarpon Industries, Inc.
	Form S-1/A filed January 14, 2005
	File No. 333-120117

Dear Mr. Farquhar:

      We have the following comments on the above filings.  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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

General

1. We note that the offering being made by the selling
shareholders
is not a part of the underwritten public offering.  You might wish
to
consider using alternate pages for relevant parts of the document
(for example, the cover page, table of contents, Underwriting or
Plan
of Distribution section) for the two offerings so that the company
or
the selling shareholders, as the case may be, can deliver a
prospectus that more clearly reflects the relevant offer.
2. We note that you are registering the issuance of the warrants
to
the lead underwriters, as well as the resale of the common stock
underlying the warrants by them.  Please clarify, if true, that
you
are not registering the resale of the warrants themselves by the
underwriters.

3. We note your response to prior comment 2; however, it does not
appear that copies of the artwork that you intend to include in
the
prospectus were provided.  Please submit these with your next
amendment.

Summary

The Offering, page 4

4. We note the changes made with regard to the common shares to be
outstanding immediately after the offering.  Supplementally
provide
us with an explanation on how you determined the number of shares
to
be outstanding.

5. All of the shares that you are registering, including those
registered for resale, should be captured in a line item in this
table.  Footnote references disclosing the number shares you have
not
registered for resale and are not currently outstanding but are
subject to reservation or issuance upon exercise of other options
may
be appropriate.

6. Please state whether the information regarding the use of
proceeds
assumes that the over-allotment option will be exercised.

Risk Factors

7. We note your response to prior comment 9, however, it appears
that
some of your headings have not been revised to clearly specify the
risk.  For example, on page 11, a heading states "We are dependent
on
third parties to transport our products" without specifying the
risk
posed to the company.  Review and revise all risk factor headings
to
clearly state the risk to the company.

8. We note your response to prior comment 10.  Please review and
revise all risk factors to ensure the magnitude of each risk and
its
impact are clear.  For example, consider revising the risk factor
on
page 7 relating to rising interest rates to state whether a rise
in
the rates may impact your ability to make your debt payments.

9. We note your disclosures regarding the non-binding term sheets
used to finance various purchases.  Please include a risk factor
regarding the non-binding terms sheets.

The substantial portion of the proceeds..., page 13

10. We note the statement that less than $2,000,000 will be
available
for working capital or capital expenditures, however, it appears
from
your other disclosures that the allocation of funds discussed here
assumes that the over-allotment option is not exercised and
therefore
no funds are available for working capital purposes.  Please
revise
to clarify, if true, that no proceeds of the offering will be
available for general working capital unless the over-allotment
option is exercised.

The underwriter may continue to have significant influence...,
page
14

11. Please state how long the agreement with Joseph Gunnar & Co.,
LLC
is automatically renewable each year.

Dilution, page 16

12. We note the statement in the first paragraph of this section
that
states pro forma net tangible book value has been calculated
"after
giving effect to estimated shares to be issued by us as a result
of
this offering, but not the shares issued in this offering...".
Please revise your disclosures to clarify this statement.  For
example, revise to state, if true, that the calculation was made
after giving effect to the shares to be issued to the underwriter
as
a result of the warrant exercise, the shares to be issued to the
placement agent`s designees, and the shares issued after the
exercise
of warrants held by existing holders, but not the shares issued in
the initial public offering.

13. We note that additional common shares will be issued to
shareholders that purchased shares between December 2002 and
October
2003.  If these additional shares have been included in the
calculation of dilution per share, please revise your disclosures
to
clarify that fact.  Otherwise, please revise your disclosures to
include the shares issuable to these shareholders in the
calculation
of dilution per share.

Liquidity and Capital Resources

Sources and Uses of Cash, page 40

14. Please revise the second paragraph to clarify that the
additional
common shares being issued to shareholders that purchased shares
between December 2002 and October 2003 are not being registered in
the initial public offering and are not being registered for
resale
currently.

15. The cross references you have provided in response to prior
comment 28 do not provide investors with a clear and comprehensive
discussion how you intend to provide for your current liabilities
and
working capital needs for the next 12 months.  Clarify whether the
estimated proceeds of this offering will be sufficient to satisfy
your operating and capital requirements for at least the next 12
months, or whether it is necessary that the over-allotment option
be
exercised to achieve this result.  The "Proceeds of this Offering"
section seems to suggest both.  In this regard, also clarify
whether
you believe that $1,687,500, the estimated net proceeds of the
over-
allotment option, is sufficient to satisfy your operating and
capital
requirements for the next 12 months.

Please also clarify the extent to which you believe you will have
to
rely on borrowings from your credit facility to satisfy current
liabilities and your working capital needs for the next 12 months.
Disclose the amount you would be able to borrow under the credit
facility, taking in to account its borrowing base, as of a recent
date.

Financing Arrangements, page 44

16. It appears that your loan agreement limits EWCO`s ability to
make
capital expenditures in excess of $1,500,000 during the 12 months
following this offering.  We note that you intend to use
$1,977,000
of the proceeds of this offering for capital expenditures.  Please
describe the impact the expenditure of these funds will have on
EWCO`s credit facility or in the alternative, the impact on
Tarpon`s
ability to make the planned capital expenditures.

MD&A

Critical Accounting Policies and Use of Estimates, page 45

We note your response to and revised disclosures for prior comment
35.  Please revise your disclosures for the following items:
* Business Combinations and Intangible Assets:  Regarding your
statement for the write down of equipment for the acquisition of
EWCO, clarify that the write down was due to the fair value of
assets
acquired and liabilities assumed exceed the cost of the acquired
entity.  Refer to paragraph 44 of SFAS 141.
* Please move your discussion of the impairment analysis of
goodwill
and intangible assets with indefinite lives under "Business
Combinations and Intangible Assets."
* Please remove any discussion that goodwill was recognized in
connection with your acquisition of EWCO.
* Please tell us how you determined that bad debts expense
increased
by $245,000 in 2003 over 2002.  From EWCO`s Schedule II on page S-
2,
it would appear that 2003 bad debts expense increased by
approximately $260,000 from that recorded in 2002.

Business

Properties, page 59

17. We note your response to prior 41.  Please describe the
material
terms of the non-binding term sheets.  In addition, please state
when
the company anticipates having a commitment from a lender for
financing.

Environmental, Heath and Safety Regulation, page 57

18. We note your disclosure regarding the Phase I update for
Haines
Road.  Please state whether Tarpon will be responsible for the
remediation of the Haines Road site and whether your agreement to
purchase Haines Road allocates any environmental remediation costs
to
you, Bolton, or both.

Selling Shareholders, page 76

19. Please revise your disclosures to identify the person or
persons
who have voting or investment control over the company`s
securities
that K & K Realty Associates, Joseph Gunnar & Co., and LaSalle St.
Securities owns.

20. In the final paragraph of this section you state that sales of
common shares cannot occur until up to 180 days after the initial
public offer because the warrants are not exercisable until that
time.  Elsewhere in the registration statement you state that some
warrants are exercisable as early as 90 days after the IPO.
Please
reconcile and make any appropriate changes throughout the
document.

Underwriting, page 79

21. We note your response to prior comment 49.  Given the ability
of
the underwriter`s non-voting observer to exert significant
influence
over Tarpon and its board of directors, we believe that the
observer`s name should be disclosed as it appears to be material
information.  Please revise.

22. Please include the disclosures regarding syndicate short
positions and the manner in which they are covered that address
the
points raised in VIII.A.3 of the Division of Corporation Finance`s
Current Issues Outline dated November 14, 2000.  The outline is
available on our website at www.sec.gov.
23. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale, or distribution of the
shares
and describe their procedures to us supplementally, or confirm
that
the procedures will be identical to procedures reviewed by
Division`s
Office of Chief Counsel without objection.  Please also include a
brief description of any electronic distribution in the filing.
If
you become aware of any additional members of the underwriting
syndicate that may engage in electronic offers, sales, or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
similar
description of their procedures.

24. If you intend to conduct a directed share program, please
disclose this in the prospectus, and provide us supplementally
with
copies of all of the materials that you have sent or intend to
send
to directed share participants.  We may have additional comments
upon
review of your response.

Tarpon Industries, Inc. financial statements for the year ended
December 31, 2003 and the nine-month period ended September 30,
2004

25. Although we continue to have concerns about your segment
reporting and it appears that you may have multiple operating
segments, we realize that such determinations are subject to
complex
factors and management judgment. We urge you to consider the
requirements of SFAS 131 in the determination of your segment
disclosures and financial reporting. However, at a minimum, we
believe that you need to provide more product disclosures in your
audited financial statements. Please revise your financial
statements
to quantify the products sold to external customers for each
period
presented in accordance with paragraph 37 of SFAS 131. We would
expect those disclosures to include disaggregated sales as
follows:

      Manufactured by us:

		Structural Steel Tubing
		Mechanical Steel Tubing
		Steel Storage Rack Systems
		Services provided
		Other (if applicable)

      Manufactured by others:

      Structural Steel Tubing
		Mechanical Steel Tubing
		Steel Storage Rack Systems
		Services provided
		Other (if applicable)

Confirm to us that you will continue to provide these required
disclosures in future filings. In addition, to the extent that
changes in the above categories of products impact your results of
operations, you should discuss those changes, including the
relative
margins earned on such products.

4.  Notes Payable - Bank

26. We note your response and revised disclosure for prior comment
58.  As previously requested, please state the interest rate as of
the most recent period presented for both the credit facility and
term loan with Standard Federal Bank, N.A.

27. We note that the full-recourse factoring arrangement discussed
within this note is not part of the note payable - bank balance as
of
September 30, 2004, but rather included as part of notes payable -
other.  As such, please move the disclosure for the full-recourse
factoring arrangement to note 5.

12.  Acquisitions

28. We note your response and revised disclosure for prior comment
64.  It does not appear that your revised disclosures include all
of
the information requested and required by paragraph 51 of SFAS
141.
Please revise for the following:
* State the events or activities that must occur for the purchase
price allocations of both EWCO and Steelbank to be final, the
potential impact of expected changes to the purchase price
allocation
on the financial statements, and when the allocations are expected
to
be finalized.
* State why Tarpon purchased Steelbank for an amount that resulted
in
a significant portion of the price to be allocated to goodwill.

29. We note your response to prior comment 65.  Please tell us the
value associated with tradenames that you have included within
goodwill for your acquisition of Steelbank.  Please note that
tradenames is required to be recognized apart from goodwill, even
if
it has an indefinite life.  The impairment analysis for tradenames
would differ from that of goodwill.

Elimination of Steelbank Financial Statements

30. We note that you have eliminated Steelbank financial
statements.
Although we have had discussions concerning the exclusion of these
financial statements, demonstrate to us in a comprehensive manner,
your compliance with Staff Accounting Bulletin Topic 1:J
Application
of Rule 3-05 in Initial Public Offerings. This SAB provides
guidance
in IPOs for registrants built by aggregation of businesses and
modifies to some degree Rule 3-05 of Regulation S-X.

Pro Forma Financial Statements

31. We note your response and revised pro forma financial
statements
for prior comment 75.  However, the changes that were made to the
filing are not fully responsive to our comment.  Please revise to
comply with the following:
* Pro forma September 30, 2004 balance sheet columns should be as
follows:
o Tarpon historical
o Pro forma adjustments for the offering
o Pro forma subtotal (sum of the first two columns)
o Haines historical
o Pro forma adjustments for Haines acquisition
o Total pro forma (sum of the third through fifth columns)
* Pro forma statements of operations columns should be as follows:
o Tarpon historical
o EWCO historical for the period prior to acquisition
o Pro forma adjustments for EWCO acquisition
o Pro forma subtotal (sum of the first three columns)
o P