SecProbe.io

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Mail Stop 0308

      	May 25, 2005

VIA U.S. MAIL AND FACSIMILE

Douglas P. Collier
Chief Financial Officer
Volcom, Inc.
1740 Monrovia Avenue
Costa Mesa, California 92627

      Re:	Volcom, Inc.
      Registration Statement on Form S-1
      Filed April 29, 2005
      File No. 333-124498

Dear Mr. Collier:

      We have reviewed your filing and have the following
comments.
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
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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. Please file all required exhibits in a timely manner so that we
may have sufficient time to review them before you request
effectiveness of your registration statement.  Also, please
confirm
that any preliminary prospectus you circulate will disclose all
non-
Rule 430A information, including the price range and related
information based on a bona fide estimate of the public offering
price within that range.
2. Please provide us with copies of any additional artwork you
intend
to use as soon as possible for our review and comment.  Please
keep
in mind that we may have comments on these materials and you
should
consider waiting for these comments before printing and
circulating
any artwork.
3. Please review your disclosure and ensure that you identify the
source for the statements you provide.  Currently, you include
many
factual statements, but you have not indicated whether the source
of
this information is based upon management`s belief, industry data,
reports/articles, or any other source.  If the statements are
based
upon management`s belief, please indicate that this is the case
and
include an explanation for the basis of that belief.
Alternatively,
if the information is based upon reports or articles, please
provide
these documents to us, appropriately marked and dated.  The
following
are examples only of the statements for which you need sources:

* "We believe that we have one of the world`s leading brands in
the
action sports industry, built upon our history in the boardsports
of
skateboarding, snowboarding and surfing."  Prospectus Summary,
page
1.

* "We believe that the increase in our revenues during this period
resulted primarily from increased brand recognition and growing
acceptance of our products at existing retail stores."  Overview,
page 25.

* "We were the first apparel company founded on the boardsports of
skateboarding, snowboarding and surfing."  Business, page 39.

We may have further comments once we examine your revisions.

Prospectus Summary, page 1
4. Please remove the last sentence of the first paragraph of your
Summary section.  The defined entities are clear from their
context.
5. The Summary section is intended to provide a brief overview of
the
key aspects of your offering.  Currently, your Summary is too long
and repeats much of the information fully discussed in other
sections.  For example, you should remove or substantially shorten
the discussion of your business strengths and growth strategy.
The
Summary is only intended to provide a brief snapshot of the
offering.
See Instruction to Item 503(a) of Regulation    S-K.
Risk Factors, page 7
6. Your Risk Factors section should be a discussion of the most
significant factors that make your offering speculative or risky.
You should place risk factors in context so your readers can
understand the specific risk as it applies to you.  See SEC
Release
No. 33-7497.  Also, you should not present risks that are generic
or
contain boilerplate language that could apply to any issuer or any
offering.  We believe a discussion of risk in generic terms does
not
tell your readers how the risk may affect their investment in you.
Please revise your Risk Factors section generally to write each
risk
factor in plain English and avoid using boilerplate or generic
risk
factors.  See Item 503(c) of Regulation S-K.  As examples, please
consider the following risk factors:

* "If our marketing efforts are not effective, our brand may not
achieve the broad recognition necessary for our growth strategy."

* "Any inability to control costs or receive timely deliveries
from
our manufacturers could harm our business."

* "If we are required to establish new manufacturing relationships
due to the termination of current key manufacturing relationships,
we
would likely experience increased costs, disruptions in the
manufacture and shipment of our products and a loss of revenue."

Further, some of your risk factor discussions do not clearly and
concisely convey the actual risk, such as the last risk factor on
page 12 and the last risk factor on page 15.  Some of your risk
factors should be separated into multiple risk factors, such as
the
first full risk factor on page 9, the first risk factor on page
10,
and the second risk factor on page 12.  Consider whether other
subsections or elements of a discussion within a subsection are
necessary for this section and whether certain risk factors can be
revised or combined so they are not repetitive.  Accordingly,
please
thoroughly revise this section to more precisely articulate the
risks
to your offering from each risk factor, and to ensure that each
factor is written in plain English.  We may have additional
comments
based upon your revisions.

We may be adversely affected by the discontinuance of our
licensing..., page 11
7. In the countries in which you have business operations, please
discuss any specific stability risks based upon the country`s
political or economic systems and any risks from the possibility
or
effects of a natural disaster.  If there are none of these
specific
risks, please state this in your risk factor.

Changes in the mix of retailers to whom we distribute our products
could..., page 11
8. Please remove the names of your customers from this risk
factor.
You should discuss these customers in your Business section, but
here
you should provide the risk only.

Our internal controls over financial reporting may not be
considered
effective..., page 13
9. Please consider deleting your references to the consulting firm
and the Vice President of Finance you hired to improve your
internal
controls, as this tends to mitigate the risk you are discussing.

The large number of shares eligible for sale following this
offering
may..., page 15
10. Except for the first sentence, this risk factor does not
appear
to be a risk but information that belongs in another section of
this
document.  Please revise or advise.

Use of Proceeds, page 19
11. You state that you intend to use $20 million of your
offering`s
net proceeds to repay indebtedness you expect to incur in
distributing your undistributed S corporation earnings to your
existing stockholders.  Since you will use a material part of your
proceeds to discharge indebtedness, please set forth the interest
rate and maturity of that indebtedness.  See Instruction 4 to Item
504 of Regulation S-K.
12. Along with providing the principal purposes for which you will
use the offering`s net proceeds, you must state the approximate
amount you intend to use for each purpose.  See Item 504 of
Regulation S-K.  Currently, you disclose only the amount of the
proceeds you will use to repay your indebtedness.  Therefore,
please
disclose how much of your proceeds you will spend on all the other
purposes for which you are conducting this offering.
13. You state that management will have significant flexibility in
applying the net proceeds of this offering.  However, you may
reserve
the right to change the use of proceeds only if the reservation is
due to certain contingencies.  Therefore, please discuss these
contingencies and indicate your possible alternative uses of the
proceeds.  See Instruction 7 to Item 504 of Regulation  S-K.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 25
14. We note from the disclosure on page 13 that you are
instituting
changes to address and improve your internal control procedures
and
compliance capabilities.  In this section, please discuss the
improvements that you must make to your internal and disclosure
controls to the extent that you believe you will have difficulty
implementing these changes and that these areas will remain a risk
to
your financial reporting obligations.
15. Please expand this section to discuss known material trends
and
uncertainties that will have, or are reasonably likely to have, a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  Please
provide additional information about the quality and variability
of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  Please discuss whether you expect your financial
position to remain its current level or to increase or decrease.
Also, you should consider discussing the impact of any changes on
your earnings.  Further, please discuss in reasonable detail:

* economic or industry-wide factors relevant to your company, and

* material opportunities, challenges, and risks in the short and
long
term and the actions you are taking to address them.

See Item 303 of Regulation S-K and SEC Release No. 33-8350.

Overview, page 25
16. Please revise your Overview subsection to provide a balanced,
executive level discussion of the most important matters on which
you
focus in evaluating your financial condition and operating
performance.  Consider including disclosure of key operating
indicators on which management focuses in assessing the business.
For example, to the extent management analyzes the following data,
you should consider disclosing the number of repeat purchases,
total
customers, active customers, new customers, average order value,
and
the number of purchases for each period presented.  See Item 303
of
Regulation S-K and SEC Release No. 33-8350.
17. Please explain how you determine the retailers that
"merchandise
[y]our products in an environment that supports and reinforces
[y]our
brand image and provides a superior in-store experience."
18. You state that you seek to mitigate possible disruptions in
product flow by diversifying your manufacturing across numerous
manufacturers in countries that you believe to be politically
stable.
Please disclose the number of manufacturers you have and the
percent
located in each of the countries you mention.
19. In clear and concise language, please disclose the meaning of
the
phrase "leverage these expenses over a growing base of revenue."

Results of Operations, page 27
20. This section explains the types of expenses that are included
in
each operating expense category.  However, the dollar amounts just
repeat information that is available from the face of the income
statement.  Please expand this information to explain the reasons
for
period-to-period changes.  For example, you state that your
product
revenue increase in 2004 resulted primarily from increased demand
across all of your product categories.  Please disclose why you
believe demand increased.  Also, you state that your licensing
revenue increase was due to an increase in sales by your
international licensees.  Please disclose why you believe your
international licensees` sales increased.
21. In light of the fact that license revenues are based on a
percentage of net sales of your licensees, we assume that license
revenues contribute 100% gross margin for each period presented.
If
so, please supplement your discussion of overall gross margin
changes
with a discussion of changes in gross margin related specifically
to
product revenues.  From 2002 to 2003 gross margin increased by
3.0%,
which you attribute to enhanced inventory management.  However, it
appears that license revenues contributed 0.5% of the 3.0% gross
margin increase.  Please revise.

Revenues, page 27
22. You state that your revenues from your top five customers were
$48.6 million in 2004 out of total revenues of $113.2 million.
You
disclose that Pacific Sunwear is one of these five customers,
please
consider disclosing the other four as well if their loss would be
material to you.

Selling, General and Administrative Expenses, page 28
23. Please tell us if the lawsuit you mention in this section is
The
Active Wallace Group complaint you discuss on page 52.  If not,
please disclose all the information about this lawsuit required by
Item 103 of Regulation S-K in your Litigation section.
Seasonality and Quarterly Result, page 30

24. Please disclose your basic and diluted net income per share
for
each quarter presented as required by Item 302(a)(1) of Regulation
S-
K.

Credit Facilities, page 33
25. You state that your credit facility with Bank of the West
includes certain restrictive covenants, including requirements
that
you maintain specified minimum levels for net profit after tax,
tangible net worth, and your current ratio.  In this section,
please
disclose all of these requirements.
26. Also, you state that as of December 31, 2004, you had no
outstanding borrowing under this credit facility.  Please disclose
whether you have had any outstanding borrowing under the credit
facility since that time.  If so, please disclose the amounts and
purposes of the borrowing.  If not, please revise your disclosure
with a more contemporaneous date.

Business, page 39
27. Please provide the form of your organization and any other
material disclosure required by Item 101(a) of Regulation S-K.
28. Please provide the financial information regarding your
foreign
operations required by Item 101(d) of Regulation S-K.

Selective Distribution Model, page 40
29.  You state that you regularly evaluate your retailers to
ensure
they continue to meet your standards for quality and presentation.
Please discuss these standards and your methods to evaluate how
your
retailers are meeting these standards.
30. Please discuss how you handle your working capital items.
Also,
please discuss industry practices in handling working capital
items.
For example, please disclose how you compare with others in your
industry in carrying the proper amount of inventory and assure
yourself of a continuous allotment of goods from your suppliers.
Also, please discuss how your policies regarding your customers`
rights to return merchandise compare with industry practice.  See
Item 101(c)(1)(vi) of Regulation S-K.

Flexible, Efficient Sourcing Model, page 40
31. You state that you developed processes that allow you to
maintain
control over critical aspects of the production process while
enhancing production flexibility and capacity.  Please discuss
these
processes.

Selectively Enhance and Expand Our Product Offerings, page 42
32. Please discuss why you believe that "significant potential
exists
in [y]our boys category and [y]our outerwear, boardshorts and
denim
products."  Also, please discuss the "innovative products and
product
lines" that you intend to introduce.
33. Please discuss what you mean by "natural product extensions
that
can be sold through [y]our current distribution channels."

Manufacturing and Sourcing, page 44
34. You state that you use third parties to assist you in
monitoring
the quality and labor practices of your manufac