SecProbe.io

November 18, 2025
David Johnson
Chief Financial Officer
AMERICAN VANGUARD CORP
4695 MacArthur Court
Newport Beach, CA 92660
Re:AMERICAN VANGUARD CORP
Form 10-K filed May 29, 2025
File No. 001-13795
Dear David Johnson:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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FOIA Confidential Treatment Requested

Pursuant to 17 C.F.R.§200.83

September 25, 2025

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, DC 20549

Attn: Mr. Al Pavot and Mr. Terence O’Brien

Re: 	American Vanguard Corp.

Form 10-K for the fiscal year ended December 31, 2024, as amended by Amendment No.

1 on Form 10-K/A

Form 8-K filed March 14, 2025

File No. 001-13795

Dear Mr. Pavot and Mr. O’Brien:

American Vanguard Corporation (“AVD”, “we” or the “Company”) is writing in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter to the Company dated August 27, 2025 (the “Comment Letter”), relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on May 29, 2025 (as amended), and the Company’s Form 8-K filed with the Commission March 14, 2025. The Company is requesting confidential treatment for certain information included in the Company’s response to the Commission’s comments, which has been redacted and replaced with bracketed asterisks (“[***]”). Pursuant to Rule 83 of the SEC’s Rules on Information and Requests (17 C.F.R. §200.83), the Company has provided the unredacted response to the Staff under separate cover and a separate letter to the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request.

To assist your review, the Staff’s comments included in the Comment Letter are set forth in bold italics below, followed by the Company’s response. The following headings and numbered paragraphs of this letter correspond to the headings and numbered paragraphs of the Comment Letter. All numbers are in $ thousands unless otherwise indicated.

Form 10-K for the fiscal year ended December 31, 2024 filed May 29, 2025 (as amended)

Results of Operations, page 22

1.Given the material impact of transformation expenses on your 2024 operating results, please disaggregate the material components of this expense category. The expanded disclosure should clarify why these costs are characterized on page 21 as nonrecurring. In this regard, it appears that this category includes expenses for compensation, strategic planning and information system upgrades that would appear to constitute normal and recurring cash operating expenses that are necessary to operate your business.

The Company acknowledges the Staff’s comment. The following table shows the different components of the transformation expense for each of the years ended December 31, 2024 and 2023:

[***]

  We respectfully advise the Staff that, in preparing the MD&A and the consolidated financial statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2024, we considered the usefulness of the information to investors and other users of our financial statements. The Company acknowledges that the transformation expense includes expenses relating to personnel issues, strategic consulting and planning and information technology projects. However, these expenses pertain to the Company’s digital and structural transformation projects that are beyond what the Company would consider recurring expenses and do not relate to ordinary course operations. Specifically, the Company hired consultants to analyze all aspects of its business, technology, and processes, and to recommend extensive restructuring and business operations changes. To implement these improvements, the Company made adjustments to its leadership team and workforce, including the replacement of its previous CEO and the engagement of employees specifically to help the Company implement its transformation plan, and not for other ongoing aspects of the Company’s business. In respect to the IT implementations, these charges comprise the efforts to identify, purchase and implement software and IT systems as part of the Company’s transformation plan based on the external consultants’ advice. These costs were immaterial in 2023, but we concluded they were material in 2024 and expect them to be dramatically reduced in 2025.

The Company is planning to include the following disclosures in its next Form 10-K filing, and, as applicable, in future filings:

AVD undertook a strategic initiative to transform its entire enterprise into a platform for stronger growth and profitability. The Company engaged third-party consultants to initiate a business transformation on multiple fronts (including supply chain cost, optimizing manufacturing, establishing strategic go-to-market approaches and a structural reorganization). We believe these transformation efforts will yield substantial benefits by 2026. The Company also initiated a Company-wide digital transformation across all of our geographies including a uniform ERP platform with standardized processes. Third, the Company recruited and hired a new CEO tasked with leading the transformation project.

The following table shows the different components of the transformation expense for the years ended December 31, 2025 and 2024:

[***]

The Company anticipates incurring lower transformation expenses in 2025 compared to 2024 and will include the related numbers in its next Form 10-K.

These digital and structural transformation projects and associated expenses are beyond what the Company would consider normal recurring expenses associated with ordinary course planning and information system upgrade activities.

Liquidity and Capital Resources, page 24

2.Please disclose whether the Adjusted EBITDA amounts provided in your Forms 8-K can be used to assess your compliance with the minimum year-to-date consolidated EBITDA financial debt covenants referenced on page 27. In this regard, it is not clear whether the measures are equivalent.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the manner as to how the Adjusted EBITDA amount provided in its Forms 8-K is calculated is on the same basis as the minimum Consolidated EBITDA used for financial debt covenant compliance purposes. As set forth in more detail below in our response to the Staff’s Comment No. 5, in future filings where we present Adjusted EBITDA as a non-GAAP financial measure we will include more detailed discussion of how we calculate Adjusted EBITDA, and a reconciliation of Adjusted EBITDA to our net income, the most directly comparable financial measure prepared in accordance with GAAP.

Critical Accounting Estimates, page 27

  2

  3.If material, please expand your disclosure to address any intangible assets corresponding to your operations in countries for which you have recorded a full deferred tax asset valuation allowance. Based on the existing disclosure, it is not clear whether such intangible assets are material or whether the associated recoverability estimates are impacted by known adverse facts and circumstances.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has intangible assets residing in two countries that have full deferred tax asset valuation allowances. These two countries are [***] and [***] with net intangible assets in the amount of [***] and [***], respectively. The Company determined that the intangible assets residing in [***] are immaterial to the Company’s consolidated financial statements. In respect to the deferred tax assets residing in [***], the Company recorded a full deferred tax asset valuation allowance due to having three years of cumulative losses. The main reason for having three years of cumulative losses are charges in the amount of $117,355 recorded during the year ended December 31, 2024 that pertain to transformation expenses, goodwill and intangible assets impairments, inventory write-offs, and the voluntary recall of the Dacthal products. The Company considers those charges to be one-time non-recurring expenses. The Company has been working on a comprehensive transformation plan and does not expect that such charges will recur to that extent in subsequent years. The transformation efforts are expected to yield substantial benefits by 2026, and the US is projected to be profitable again.

In the Company’s deferred tax asset valuation allowance assessment, the Company weighed positive and negative evidence. The Company deemed the presence of three years of cumulative losses strong negative evidence that could not be overcome by its positive future projections for the [***] entities or the fact that the losses were driven by unusual expenses that are not expected to recur. As a result, the Company concluded that it is more likely than not that the deferred tax asset balance related to the Company’s [***] entities will not be realized.

The Company advises the Staff that the Company’s domestic operations constitute their own Reporting Unit, separate from the Company’s international Reporting Unit. The Company performed an impairment assessment using the same evidence as for its deferred tax asset valuation allowance assessment. This impairment test resulted in a full impairment of the U.S. goodwill. Further, the Company individually reviewed its intangible asset portfolio which resulted in the impairment of the intangible assets related to two herbicides. The Company concluded that its remaining intangible assets residing in the U.S. are not impaired based on projected undiscounted cash flows compared to book value. Overall, the undiscounted cash flows of the U.S. Reporting Unit substantially exceeded the book value.

In response to the Staff comments, going forward, the Company will evaluate the materiality of its intangible assets corresponding to the Company’s operations in countries for which we have recorded a full deferred tax asset valuation allowance, as applicable, and, based on the facts and circumstances, include in future filings where we have concluded that such presentation is material, including if applicable in the critical accounting estimates section in its next Form 10-K for the fiscal year ended December 31, 2025.

Major Customers, page 56

4.It is not clear whether the revenues corresponding to any individual countries in your South and Central America category should be separately disclosed pursuant to ASC 280-10-50-41. Please tell us the three countries that primarily comprise the December 31, 2024 South and Central America revenue amount and quantify each country's revenue. Tell us also the three countries that comprise the largest components of the 2024 international intangible assets balance on page 59 and quantify the corresponding asset balances. In addressing your consideration of the disclosure guidance, please include a substantive analysis of the extent to which the sales growth and profit margins of your operations in the individual countries materially differ from your consolidated operating results. For example, the disclosure on page 53 infers continuing adverse operating results in your Brazilian operations, but the magnitude of those operations and the carrying value of any assets at risk do not appear to be disclosed either in the financial statements or in MD&A.

  3

  The Company acknowledges the Staff’s comment and respectfully advises the Staff that the three countries in its South and Central America region that generated the most revenue for the year ended December 31, 2024 were as follows:

[***]

[***]

[***]. The Company respectfully advises the Staff that its operations in Central America and Australia have historically been profitable and the Company does not have any indication that these two regions will not remain profitable. In respect to Brazil, the Company has initiated measures as part of its transformation initiatives to streamline its operations and product offerings. Based on these measures, the Company projects that its Brazilian operations will become profitable in the near future. [***]

[***]

The Company further advises the Staff that it does not maintain profit margin for those individual countries as certain sales of group products are made via multiple entities within the consolidation that retain part of the margin.

The Company believes that sales trend information for the individual countries noted is materially consistent with that of its consolidated sales and therefore supports the Company’s conclusion that the country revenues are not considered material. [***]

Form 8-K filed March 14, 2025

Exhibit 99.1, page 1

5.Please clarify for us how you considered the guidance in Item 10(e)(1)(i) of Regulation S-K when excluding an estimate of the most directly comparable GAAP performance measure from your disclosure. It is also not clear why a reconciliation between Adjusted EBITDA and the comparable GAAP measure was omitted. Further, it does not appear that you have disclosed the reasons why you believe that Adjusted EBITDA provides useful information to investors. Additionally, it is not clear whether you use the non-GAAP financial measure for additional purposes. See Instruction 2 to Item 2.02 of Form 8-K.

The Company acknowledges the Staff’s comment, and has reviewed the requirements of Item 10(e)(1)(i) of Regulation S-K. As set forth in the Company’s earnings release attached as Exhibit 99.1 to its Form 8-K filed on August 1, 2025 (the “Second Quarter Earnings Release”), the Company believes that net income (loss) is the most directly comparable GAAP performance measure to Adjusted EBITDA. The Company has previously included a reconciliation of the Company’s net income (loss) to Adjusted EBITDA in its filings, including in its Second Quarter Earnings Release, and in future filings where the Company presents Adjusted EBITDA, the Company will include a reconciliation of the Company’s net income for the relevant period prepared in accordance with GAAP to the Company’s measure of Adjusted EBITDA.

The Company views Adjusted EBITDA as important information for investors and consequently an important performance metric for internal performance driven management actions and a key indicator for several reasons. In particular, as the Company continues to work through its transformation efforts, the Company’s management has determined that our presentation of Adjusted EBITDA can be helpful for investors to understand the Company’s underlying operating performance, and provides investors with additional information about our earnings capability and operating effectiveness, and facilitates comparison between the Company and its industry peers and across different industries.

In its future filings and materials where the Company presents Adjusted EBITDA, the Company will include related disclosures, setting forth a statement of why management believes that the presentation of the

  4

  non-GAAP financial measure provides useful information to investors regarding the Company’s financial condition and results of information, consistent with Item 10(e)(1)(i)(C) of Regulation S-K, and, to the extent material, a statement disclosing the additional purposes, if any, for which the Company’s management uses the non-GAAP financial measure that are not otherwise disclosed, consistent with Item 10(e)(1)(i)(D) of Regulation S-K, along with a reconciliation of the Company’s net income to Adjusted EBITDA as follows (updated for the relevant fiscal periods):

Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America (GAAP), we present Adjusted EBITDA, which is a non-GAAP financial measure. This measure should not be considered in isolation or as an alternative to GAAP measures such as net income, or diluted earnings per share, as applicable, or other financial statement data presented in our financial statements as an indicator of our financial

August 27, 2025
David Johnson
Chief Financial Officer
AMERICAN VANGUARD CORP
4695 MacArthur Court
Newport Beach, CA 92660
Re:AMERICAN VANGUARD CORP
Form 10-K filed May 29, 2025
Form 8-K filed March 14, 2025
File No. 001-13795
Dear David Johnson:
            We have reviewed your filing and have the following comments. Please respond to
this letter within ten business days by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe a comment applies to your
facts and circumstances, please tell us why in your response. After reviewing your response
to this letter, we may have additional comments.
Form 10-K filed May 29, 2025
Results of Operations, page 22
1.Given the material impact of transformation expenses on your 2024 operating results,
please disaggregate the material components of this expense category. The expanded
disclosure should clarify why these costs are characterized on page 21 as non-
recurring. In this regard, it appears that this category includes expenses for
compensation, strategic planning and information system upgrades that would appear
to constitute normal and recurring cash operating expenses that are necessary to
operate your business.
Liquidity and Capital Resources, page 24
2.Please disclose whether the Adjusted EBITDA amounts provided in your Forms 8-K
can be used to assess your compliance with the minimum year-to-date consolidated
EBITDA financial debt covenants referenced on page 27. In this regard, it is not clear
whether the measures are equivalent.
Critical Accounting Estimates, page 27
If material, please expand your disclosure to address any intangible assets 3.

August 27, 2025
Page 2
corresponding to your operations in countries for which you have recorded a full
deferred tax asset valuation allowance. Based on the existing disclosure, it is not clear
whether such intangible assets are material or whether the associated recoverability
estimates are impacted by known adverse facts and circumstances.
Major Customers, page 56
4.It is not clear whether the revenues corresponding to any individual countries in your
South and Central America category should be separately disclosed pursuant to ASC
280-10-50-41. Please tell us the three countries that primarily comprise the December
31, 2024 South and Central America revenue amount and quantify each country's
revenue. Tell us also the three countries that comprise the largest components of the
2024 international intangible assets balance on page 59 and quantify the
corresponding asset balances. In addressing your consideration of the disclosure
guidance, please include a substantive analysis of the extent to which the sales growth
and profit margins of your operations in the individual countries materially differ from
your consolidated operating results. For example, the disclosure on page 53 infers
continuing adverse operating results in your Brazilian operations, but the magnitude
of those operations and the carrying value of any assets at risk do not appear to be
disclosed either in the financial statements or in MD&A.
Form 8-K filed March 14, 2025
Exhibit 99.1, page 1
5.Please clarify for us how you considered the guidance in Item 10(e)(1)(i) of
Regulation S-K when excluding an estimate of the most directly comparable GAAP
performance measure from your disclosure. It is also not clear why a reconciliation
between Adjusted EBITDA and the comparable GAAP measure was omitted. Further,
it does not appear that you have disclosed the reasons why you believe that Adjusted
EBITDA provides useful information to investors. Additionally, it is not clear whether
you use the non-GAAP financial measure for additional purposes. See Instruction 2 to
Item 2.02 of Form 8-K.
6.Please tell us the extent to which your final fiscal 2024 Adjusted EBITDA results
differed from your $42m preliminary estimate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-
551-3355 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
May 31, 2022
Peter D. Fetzer
Partner
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202
Re:American Vanguard Corp.
Definitive Additional Soliciting Materials filed by Cruiser Capital Advisors,
LLC, et al.
Filed May 25, 2022
File No. 001-13795
Dear Mr. Fetzer:
            We have reviewed your filing and have the following comment.
Definitive Additional Soliciting Materials
Letter to Stockholders, page 2
1.We note you state that the company's shares "can be worth between $55-$60 per share by
2025." The inclusion of valuations in soliciting materials is only appropriate and
consonant with Rule 14a-9 when made in good faith and on a reasonable basis and where
accompanied by disclosure which facilitates shareholders’ understanding of the basis for
and the limitations on the projected realizable values.  See Exchange Act Release No.
16833 (May 23, 1980).  Please provide us with your analysis supporting your valuation of
the company's shares and confirm that in future filings in which you provide a valuation
you will include a similar analysis.

            Please direct any questions to Daniel Duchovny at 202-551-3619.

 FirstName LastNamePeter D. Fetzer
 Comapany NameFoley & Larder LLP
 May 31, 2022 Page 2
 FirstName LastName
Peter D. Fetzer
Foley & Larder LLP
May 31, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
May 12, 2022
Peter D. Fetzer
Partner
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202
Re:American Vanguard Corp.
Definitive Additional Soliciting Materials filed by Cruiser Capital Advisors,
LLC, et al.
Filed May 11, 2022
File No. 001-13795
Dear Mr. Fetzer:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Definitive Additional Soliciting Materials
An Insular & Long-Tenured Board Has Led To Poor Corporate Governance
1.We note your disclosure that "[t]he Board has only one 'Audit Committee Financial
Expert.' " With a view toward future revised disclosure, please tell us which of your
nominees would qualify as such an expert. If none of your nominees are such experts but
they are all elected while Mr. Erlich is not elected, the board would retain no such experts;
thus, revise your disclosure to clarify how the election of your nominees would affect the
board. See Item 407(d) of Regulation S-K.
2.Your disclosure that “AVD’s Board has a pattern of providing selective and misleading
disclosures in its press releases and SEC filings” suggests that the current board and the
company have not complied with the company's disclosure obligations. You must avoid

 FirstName LastNamePeter D. Fetzer
 Comapany NameFoley & Larder LLP
 May 12, 2022 Page 2
 FirstName LastName
Peter D. Fetzer
Foley & Larder LLP
May 12, 2022
Page 2
issuing statements that directly or indirectly impugn the character, integrity or personal
reputation or make charges of illegal, improper or immoral conduct without factual
foundation.  Please provide a factual foundation for your disclosure.  In this regard, note
that the factual foundation for such assertion must be reasonable.  Refer to Rule 14a-9.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
May 3, 2022
Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202
Re:American Vanguard Corp.
Preliminary Proxy Statement filed by Cruiser Capital Advisors, LLC, Keith M.
Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis VI LLC,
Patrick E. Gottschalk, and Mark R. Bassett
Filed April 27, 2022
File No. 001-13795
Dear Mr. Fetzer:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
What do the Cruiser Director Nominees Hope to Achieve?, page 3
1.Please clarify whether your nominees have a plan to achieve their stated goals.
2.Please revise your proxy statement to provide additional information on the amount of
board fees referenced at the top of page 4.
Background of the Solicitation, page 6
3.Please revise the disclosure in this section to describe the events surrounding your
apparent decision to nominate only three candidates instead of the four indicated in your
March 7, 2022 notice to the company.

 FirstName LastNamePeter D. Fetzer
 Comapany Name777 East Wisconsin Avenue
 May 3, 2022 Page 2
 FirstName LastName
Peter D. Fetzer
777 East Wisconsin Avenue
May 3, 2022
Page 2
Proposal 1. Election of Directors, page 9
4.Please disclose the names of the companies "Mr. Rosenbloom has helped ...add highly
qualified members to their Board rooms, seeking to improve  stockholder value at those
companies."
5.With a view toward revised disclosure, please tell us why, in light of the plurality voting
standard to be used for the election of directors, "stockholders will not be able to abstain
from voting in the election of directors."
Proposal 3. Approval of the 2022 Stock Incentive Plan, page 12
6.We note that you "...have been disappointed with AVD’s ....(4) the dilutive effect of its
incentive stock plan..." while you also recommend a vote for the approval of the 2022
stock incentive plan. Please address this apparent contradiction.
Form of Proxy Card, page A-4
7.Please revise your proxy card to indicate how signed but unmarked proxy cards will be
voted.
8.We note the proposal number 5 included in your form of proxy card. We also note that the
company has not included an adjournment proposal in its proxy materials. Please advise
or revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

May 15 , 2013

Via E -mail
David T. Johnson
Chief Financial Officer
American Vanguard Corporation
4695 MacArthur Court
Newport Beach, California 92660

Re: American Vanguard Corporation
  Form 10 -K for Fiscal Year Ended December 31, 2011
             Filed on March 9, 2012
             File No. 001 -13795

Dear Mr. Johnson :

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with  respect to the company or the filing and the company may not asser t staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be ce rtain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

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 VIA EDGAR

 April 19, 2013

Re:
American Vanguard Corporation

Form 10-K

Filed March 9, 2012

File No. 001-13795

 Lyn Shenk

 Branch Chief

 U.S. Securities and
Exchange Commission

 Washington, D.C. 20549

 On behalf of American Vanguard Corporation, I am responding to your letter dated March 19, 2013 to myself in my capacity as CFO of American Vanguard Corporation, regarding the Commission’s review of
our Form 10-K for the fiscal year ended December 31, 2011. In response to the comments raised in your letter, we confirm that we will revise our future filings as more fully described below. For your convenience, we have re-presented the
Commission’s comments in bold-italicized font and indicated our answers in non-italics, non-bold.

 Form 10-K for the Fiscal Year Ended
December 31, 2011

 Item 7. Managements Discussions and Analysis of Financial Condition and Results of Operations

Results of Operations , page 19

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 1

 1. We note your response to prior comment 3. It appears that you have only partially addressed our
comment and as such we reissue in part our previous comment. Please revise your disclosure to separately quantify and discuss of changes in significant components of cost of sales that caused costs of sales to materially vary (or not vary when
expected to). Additionally, the impacts of material variances in components of costs of sales that offset each other should be separately disclosed and quantified. In this regard, while you discuss certain factors to which changes are attributable,
you do not quantify certain of these factors nor analyze the underlying business reasons for the changes. For example, in your response you attribute the change in costs of sales, in part, your focus on selling those products with higher margins or
lower cost, but you do not quantify this factor.

 We believe your disclosures could be improved and made more user-friendly by:

•

 using tables to list, quantify, and sum all of the material individual factors to which changes in accounts are attributable;

•

 refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons for the individual factors in the tables
above; and

•

 ensuring that all material factors are quantified and analyzed.

Please provide us with a copy of your intended revised disclosure.

 Company Response:

 In response to the SEC comment letter dated March 19, 2013, we intend to
amend our disclosure in our Form 10-Q as indicated below with the filing scheduled for May 10, 2013 or sooner.

 Our cost of sales for 2011 was
$181,361 or 60% of net sales. This compared to $140,538 or 62% of net sales for 2010. The Company aggregates a number of key variable, semi-variable and fixed cost components within reported cost of sales. The two major cost components are raw
materials (including sub contract costs) and factory operating costs. Raw materials are purchased on a global basis and increased by 36% in the year ended December 31, 2011 as compared to the same period of the prior year. This supported sales
revenue that increased 34% and average price increases of approximately 2%. During 2011 the Company focused on selling higher margin and higher cost products and de-emphasized lower margin, lower costs products facing generic competition (e.g.
acephate, bifenthrin and permethrin). Furthermore, with increased demand for plant capacity relating to the production of our own products, we allowed a drop in manufacturing activity for third parties. Typically, these activities included some raw
materials supplied by the customer and, as such, tend to have lower raw material cost (as a percentage of sales) reported by the Company.

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 2

 Our factory operating costs (which include fixed and semi variable costs) increased by 11% supporting the
increase in sales revenue referenced above and approximately a 3% increase in inflation. The changes in selling price, volume, product mix and cost of sales resulted overall in a 2% improvement in gross margin to 40% in 2011 as compared to 38% for
the same period of the prior year.

 2. We note your response to prior comment 4. Since you have confirmed that program costs are
material and have the potential to cause significant and unexpected fluctuations in your reported results, please revise to disclose the reported programs costs for each period. Additionally, please revise your liquidity discussion to discuss
program costs paid during the year. Please provide us with a copy of your intended revised disclosure.

 Company Response:

 In future filings we will add the following disclosure in the section that deals with critical accounting policies and specifically
Accrued Program Cost. In the period ended December 31, 2011 the Company accrued $53,808 as compared to $34,285 in the period ended December 31, 2010. This increase was caused by two factors. First, the volume of our sales increased in the year ended
December 31, 2011 as compared to the prior year. Second, we purchased four new products in December 2011. Of these products, three drive program liabilities.

 With regard to a revised liquidity discussion in the Company’s MD&A, we will expand our disclosure in future filings to include the following additional information –

The Company accrues programs in line with the growing season upon which specific products are targeted. Typically crop products have a growing season
that ends on September 30 each year. Programs are paid out to customers either in the final quarter of one year or the first quarter of the next financial year. Payments are not generally significant in the second and third quarters of each
financial year. We made payments of $7,857 during the first quarter and $37,017 during the final quarter of the year ended December 31, 2011, as compared to payments of $21,921 in the first quarter and $22,576 in the final quarter of the prior year.

 Please feel free to contact either me at 949-260-6006 or Timothy Donnelly at 949-221-6115 if you have any questions or require further
clarification on this matter.

 Sincerely,

 /s/  David T. Johnson

 David T. Johnson

Chief Financial Officer,

 Vice President &
Treasurer

 American Vanguard Corporation

American Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 3

March 19, 2013

Via E -mail
David T. Johnson
Chief Financial Officer
American Vanguard Corporation
4695 MacArthur Court
Newport Beach, California 92660

Re: American Vanguard Corporation
  Form 10 -K for Fiscal Year Ended December 31, 2011
             Filed on March 9, 2012
             File No. 001 -13795

Dear Mr. Johnson :

We have reviewed your response letter dated January 18, 2013  and have the following
comments. In our comments, we ask you to provide us with information so we may better
understand your disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future fili ngs and providing  any reque sted information.   If you do not believe
our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Item7. Management’s Discussion and Analysis of  Financial Condition and Results of
Operations

Results of Operations, page 19

1. We note your response to prior comment 3. It appears that you have only partial ly
addressed our comment and as such we reissue in part our previous comment. Please
revise your disclosure to separately quantify and discuss of changes in significant
components of cost of sales that caused costs of sales to mat erially vary (or not vary
when expected to). Additionally, the impacts of material variances in components of
costs of sales that offset each other should be separately disclosed and quantified. In this
regard, while you discuss certain factors to which ch anges are attributable, you do not

David T. Johnson
American Vanguard  Corporation
March 19, 2013
Page 2

 quantify certain of these factors nor analyze the underlying business reasons for the
changes. For example, in your response you attribute the change in costs of sales, in part,
your focus on selling those products with h igher margins or lower cost, but you do not
quantify this factor.

We believe your disclosures could be improved and made more user -friendly by:

 using tables to list, quantify, and sum all of the material individual factors to
which changes in accounts are attributable;
 refocusing the narrative text portion of the disclosure on analysis of the
underlying business reasons for the individual factors in the tables above; and
 ensuring that all material factors are quantified and analyzed.

Please provide us with a copy of your intended revised disclosure.

2. We note your response to prior comment 4.  Since you have confirmed that program costs
are material and have the potential to cause significant and unexpected fluctuations in
your reported results, please r evise to disclose the reported programs costs for each
period. Additionally, please revise your liquidity discussion to discuss program costs paid
during the year. Please provide us with a copy of your intended revised disclosure.

You may contact Aamira Chaudhry at 202 -551-3389 if you have questions regarding
comments on the financial statements and related matters.  You may also contact me at 202 -551-
3380.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 January 18, 2013

Re:
American Vanguard Corporation

 Form 10-K for Fiscal Year Ended December 31, 2011

 Filed on March 9,
2012

 File No. 001-13795

 On behalf of American Vanguard Corporation, I am responding to your letter dated December 12, 2012 to myself in my capacity as CFO of American Vanguard Corporation, regarding the Commission’s
review of both our Form 10-K for the fiscal year ended December 31, 2011 and our Form 10-Q for the fiscal quarter ended September 30, 2012. In response to the comments raised in your letter, we confirm that we will revise our future
filings as more fully described below. Further, in response to your request for additional information or clarification, we provide the following responses. For your convenience, we have re-presented the Commission’s comments in bold-italicized
font and indicated our answers in non-italics, non-bold.

1.
Please consider revising to provide a description of the manufacturing and distribution of your products.

Company response: The Company will expand its disclosure on Form 10-K for Fiscal Year Ended December 31, 2012 to incorporate a brief
description of its manufacturing and sales logistics processes.

 Manufacturing and Distribution

Through its four domestic manufacturing facilities (see Item 2, Properties), AMVAC synthesizes many of the technical grade active
ingredients that are used in its end-use products. Further, AMVAC formulates and packages the majority of its end use products at its own facilities or at the facilities of specialist formulators. AMVAC distributes its products domestically through
national distribution companies (see “Customers” above) that purchase AMVAC’s goods on a purchase order basis, and, in

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 1

turn, sells them to retailers and/or growers/end-users. The company’s domestic and international distributors typically have long-established relationships with retailers/end-users,
far-reaching logistics and transportation capabilities, and customer service expertise. The markets for AMVAC’s products vary by region, target crop/use and the type of distribution channel, and AMVAC’s customers are expert in addressing
these markets. Internationally, the Company sells products either via its sales offices in the Netherlands, Mexico or Costa Rica, via employed sales force executives located in France, Canada or Venezuela, or via sales agents in other territories.

 2. Please revise your net sales discussion to quantify the effects of price and volume on results. Refer to Item 303(a)
(3) (iii) of Regulation S-K.

 Company Response: The Company sells its products in many different forms, such as
liquids, granules, powders, micro-encapsulated products. These products are sold in either a concentrated, diluted or formulated form. Because of the variety of forms in which our products are sold, a single volume measurement is not a key metric
that we track. However, for the Form 10-K for fiscal year ending December 31, 2012 and all subsequent filings, we will revise our net sales discussion to include additional disclosure indicating, on a product group level, the main drivers of
price increase and, by difference, the drivers related to volume.

 3. We note your discussion and analysis of costs of sales is limited
to the context of gross margin, which does not address your cost of sales directly. We believe your gross margin disclosure should be supplemented with or, preferably, replaced by a discussion and analysis of costs of sales on a stand-alone basis
(not in the context of gross margin). Further, we believe such disclosure should include separate quantification and discussion of changes in significant components of cost of sales that caused costs of sales to materially vary (or not vary when
expected to). Additionally, the impacts of material variances in components of costs of sales that offset each other should be separately disclosed and quantified. In this regard, while you discuss certain factors to which changes are attributable,
you do not quantify certain of these factors nor analyze the underlying business reasons for the changes. For example, you attribute the change in gross margin, in part, to improved manufacturing activity, but you do not quantify this factor.

 We believe your disclosures could be improved and made more user-friendly by:

•

 increasing the use of tables to present dollar and percentage changes in accounts and margin rates, rather than including such information in
narrative text form;

•

 using tables to list, quantify, and sum all of the material individual factors to which changes in accounts are attributable;

•

 refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons for the individual factors in the tables
above; and

•

 ensuring that all material factors are quantified and analyzed.

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 2

 Please provide us with a copy of your intended revised disclosure.

Company Response: We will revise our future filings to comport with the recommendations set forth in your comment letter. We have prepared the
following disclosure based upon our financial results reported for the fiscal year ended December 31, 2011.

Net Sales

2011

2010

Variance

 Insecticides

137,460

84,500

52,960

 Herbicides

90,782

86,780

4,002

 Other

47,175

32,113

15,062

 Crop

275,417

203,393

72,024

 Non Crop

29,012

23,466

5,546

 Total

304,429

226,859

77,570

Cost of Goods

2011

2010

Variance

 Insecticides

(75,771
)

(52,904
)

(22,867
)

 Herbicides

(60,219
)

(54,260
)

(5,959
)

 Other

(29,079
)

(18,312
)

(10,767
)

 Crop

(165,069
)

(125,476
)

(39,593
)

 Non Crop

(16,292
)

(15,062
)

(1,230
)

 Total

(181,361
)

(140,538
)

(40,823
)

 Gross Margin

 Insecticides

61,689

31,596

30,093

 Herbicides

30,563

32,520

(1,957
)

 Other

18,096

13,801

4,295

 Gross Margin Crop

110,348

77,917

32,431

 Gross Margin Non-Crop

12,720

8,404

4,316

 Total Gross Margin

123,068

86,321

36,747

 Gross Margin Crop

40
%

38
%

 Gross Margin Non Crop

44
%

36
%

 Total Gross Margin

40
%

38
%

 Our cost of sales for 2011 was $181,361 or 60% of net sales. This compared to $140,538 or 62% of net sales for 2010. The
decline in cost of sales as a percentage of net sales in 2011 arose primarily from the following factors. In 2011 the Company focused on selling those products having higher margins or lower costs. At the same time, we de-emphasized sales of those
products that are subject to pricing pressure from generic competition (e.g., acephate, bifenthrin and permethrin) which products typically have a high cost of sales as compared to the market selling price. Further, with

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 3

increased demand for plant capacity relating to the production of our own products, we allowed a drop in manufacturing activity for third parties. Typically, such activities enable us to cover
costs but do not generate much, if any, gross profit. As detailed in the table, the change in volume, mix, price and manufacturing activity resulted overall in a 2% improvement in gross margin to 40% in 2011 as compared to 38% for the same period of
the prior year.

 4. We note from your disclosure on page 29 that accrued program costs are a critical accounting policy. However, it is
not apparent from your results of operations disclosure whether accrued program costs had a material impact on results in the years presented. Please advise.

 Company Response: Program costs are material to our financial statements and involve significant estimates by management in the normal course of our financial reporting. If our estimated program
accruals are inaccurate, then our reported program costs (contra-revenue) for a given period could result in significant and unexpected fluctuations in our reported results. Because of this risk, we believe that the program accrual policy is
critical. Historically our program cost estimates have been accurate and consistent in relation to gross sales. Accordingly, program related activities and costs have not fluctuated in a manner causing a material impact to our gross margin that
would require further disclosure.

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 4

 5. Please confirm that your principal executive officer, principal financial officer and principal
accounting officer or controller will sign your Form 10-K in their individual capacities. These signatures should appear in the second signature block of the signature section.

 Company Response: We confirm that the persons holding such positions will sign the Form 10-K in their individual capacities. Below is a draft of the signature block for future Form 10-K filings.

 AMERICAN VANGUARD CORPORATION

(Registrant)

By:

 /S/    ERIC G.
WINTEMUTE

By:

 /S/    DAVID T.
JOHNSON

Eric G. Wintemute

David T. Johnson

 Chief Executive Officer

 and Chairman of the Board

 Chief Financial Officer

 and Principal Accounting Officer

March 1, 2013

March 1, 2013

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities indicated.

By:

 /S/    ERIC G.
WINTEMUTE

By:

 /S/    DAVID T.
JOHNSON

Eric G. Wintemute

David T. Johnson

 Principal Executive Officer

and Chairman of the Board

 Principal Financial Officer

and Principal Accounting Officer

March 1, 2013

March 1, 2013

By:

 /S/    DEBRA
EDWARDS

By:

 /S/    JOHN L.
KILLMER

 Debra Edwards

 Director

 John L. Killmer

 Director

March 1, 2013

March 1, 2013

By:

 /S/    LAWRENCE S.
CLARK

By:

 /S/    CARL R.
SODERLIND

 Lawrence S. Clark

 Director

 Carl R. Soderlind

 Director

March 1, 2013

March 1, 2013

By:

 /S/    IRVING J.
THAU

By:

 /S/    ALFRED
INGULLI

Irving J. Thau

Alfred Ingulli

Director

Director

March 1, 2013

March 1, 2013

By:

 /S/    ESMAIL
ZIRAKPARVAR

By:

 /s/    Jerome
Coben

Esmail Zirakparvar

Jerome Coben

Director

Director

March 1, 2013

March 1, 2013

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 5

 6. Based on your disclosure, it appears that intangible assets consist of product rights, customer
lists, and trademarks. Please revise to disclose the gross carrying amount and accumulated amortization by major intangible asset class for each balance sheet date presented. Refer to ASC 350-30-50-2.

Company Response: We will revise our disclosure, as requested, for the Form 10-K for Fiscal Year Ended December 31, 2012 and subsequent
filings. Using information derived from our Form 10-K for the fiscal period ended December 31, 2011, our revised disclosure would be as follows:

2011

2010

Gross

Accumulated
Amortization

Net
Book
Value

Gross

Accumulated
Amortization

Net
Book
Value

 Product Rights

135,901

33,130

102,771

138,591

27,727

110,864

 Customer Lists

1,091

109

982

183

183

 Trademarks

12,941

505

12,436

4,202

4,202

 Total Intangibles

149,933

33,744

116,189

142,976

27,727

115,249

 The primary identifiable intangible assets of the Company relate to product rights and trademarks
associated with its product line acquisitions. Product rights generally consist of product registrations, related technical data and other supporting data filed with the United States Environmental Protection Agency, state regulatory agencies and
other similar agencies in the international territories in which we do business. In December 2010, the Company completed three product line acquisitions and performed valuations designed to identify and value the intangible assets acquired. Results
of 2010 acquisitions were included in the Company’s operations from the dates of the respective acquisitions and pro forma results are not provided since the amounts are not material to the consolidated results of operations.

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 6

 7. Your conclusion regarding the effectiveness of disclosures controls and procedures does not state
the entire definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Specifically, you did not indicate that disclosure controls and procedures are designed to ensure that information required to be
disclosed in reports filed or submitted under the Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Although there is no requirement to disclose the full definition, specific
reference to only a portion of the definition gives the appearance of limiting management’s conclusion solely to the portion referred to. Please represent to us and please revise future filings to state management’s conclusion in regard to
the company’s disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and 15d-15(e).

 Company
response: We hereby represent as indicated below and will revise our future filings to state management’s conclusion in regard to the company’s disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and
15d-15(e). Our revised conclusion will read as follows:

 Management, under the supervision of the Company’s Chief
Executive Officer and Chief Financial Officer, periodically evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that these disclosure controls and procedures are effective in ensuring that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported on a timely basis, and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 In responding to your comments please provide a written 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 federal securities laws of the United States.

Company response: We hereby acknowledge 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 to any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 7

 Please feel free to contact either me at 949-260-6006 or Timothy Donnelly at 949-221-6115 if you have any
questions or require further clarification on this matter.

 Sincerely,

 /s/ David T. Johnson

 David T. Johnson

 Chief Financial Officer,

 Vice President & Treasurer

American Vanguard Corporation

 American
Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 260-1200

 8

CORRESP
1
filename1.htm

Correspondence

 December 13, 2012

Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549

Attn: Lyn Shenk, Branch Chief

Re:
American Vanguard Corporation

 Form 10-K for Fiscal Year Ended December 31, 2011

 Filed
March 9, 2012

 File No. 011-13795

 I am writing on behalf of American Vanguard Corporation (the “Company”) regarding the above-referenced matter which is set forth in detail in your letter dated December 12, 2012 to David T.
Johnson, the Company’s Chief Financial Officer (the “Comment Letter”). As per our telephone conversation of today, I am confirming that the Company will respond to the Comment Letter not later than Friday, January 18, 2013. We
appreciate your consideration.

 Regards,

 Timothy J. Donnelly

 Chief Administrative Officer,

General Counsel & Secretary

 American
Vanguard Corporation

 Timothy J. Donnelly ~ CAO, General Counsel & Secretary ~ American Vanguard Corporation

4695 MacArthur Court, Suite 1200, Newport Beach, CA 92660 ~ (949) 221-6115 ~ timd@amvac-chemical.com

 1

December 12 , 2012

Via E -mail
David T. Johnson
Chief Financial Officer
American Vanguard Corporation
4695 MacArthur Court
Newport Beach, California 92660

Re: American Vanguard Corporation
  Form 10 -K for Fiscal Year Ended December 31, 2011
             Filed on March 9, 2012
             File No. 001 -13795

Dear Mr. Johnson :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing  any reque sted information.   If you do not be lieve
our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December  31, 2011

Business, page 1

1. Please consider revising to provide a description of the manufacturing and distribution of
your products.

Item7. Managemen t’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, pa ge 19

2. Please revise your net sales discussion to quantify  the effects of price and volume  on
results .  Refer to Item 303(a)(3)(iii) of Regulation S -K.

3. We note your discussion and analysis of costs of sales is limited to the context of gross
margin, which does not address your cost of sales directly.  We believe your gross margin

David T. Johnson
American Vanguard Corporation
December 1 2, 2012
Page 2

 disclosure should be supplemented with or, preferably, replaced by a discussion and
analysis of costs of sales on a stand -alone basis (not in the context of gross mar gin).
Further, we believe such disclosure should include separate quantification and discussion
of changes in significant components of cost of sales that caused costs of sales to
materially vary (or not vary when expected to). Additionally, the impacts of  material
variances in components of costs of sales that offset each other should be separately
disclosed and quantified. In this regard, while you discuss certain factors to which
changes are attributable, you do not quantify certain of these factors nor analyze the
underlying business reasons for the changes. For example, you attribute the change in
gross margin, in part, to improved manufacturing activity, but you do not quantify this
factor.

           We believe your disclosures could be improved and made more user -friendly by:

 increasing the use of tables to present dollar and percentage changes in accounts
and margin rates, rather than including such information in narrative text form;
 using tables to list, quantify, and sum all of the material indi vidual factors to
which changes in accounts are attributable;
 refocusing the narrative text portion of the disclosure on analysis of the
underlying business reasons for the individual factors in the tables above; and
 ensuring that all material factors are quantified and analyzed.

          Please provide us with a copy of your intended revised disclosure.

4. We note from your disclosure on page 29 that accrued program costs are a critical
accounting policy.  However, it is not apparent from your results of o perations disclosure
whether accrued program costs had a material impact on results in the years presented.
Please advise.

Signatures, page 38

5. Please confirm that your principal executive officer, principal financial officer and
principal accounting off icer or controller will sign your Form 10 -K in their individual
capacities.   These signatures should appear in the second signature block of the signature
section.

Item 8 . Financial Statements and Supplementary Data

Note (8) Product Acquisitions, page 60

6. Based on your disclosure, it appears that intangible assets consist of product rights,
customer lists, and trademarks.  Please revise to disclose the gross carrying amount and
accumul ated amortization by major intangible asset class for each balance shee t date
presented.  Refer to ASC 350 -30-50-2.

David T. Johnson
American Vanguard Corporation
December 1 2, 2012
Page 3

 Form 10 -Q for Fiscal  Quarter E nded September 30, 2012

Item 4. Controls and Procedures, page 22

7. Your conclusion regarding the effectiveness of disc losures controls and procedures does
not state the entire defin ition of disclosure cont rols and procedures as defined in
Exchange Act Rules 13a -15(e) and 15d -15(e). Specifically, you did not  indicate that
disclos ure controls and procedures  are designed to ensure that information required to be
disclosed in reports fil ed or submitted under the Act is accumulated and communicated to
management as appropriate to allow timely decisions regarding required disclosure.
Although there is no requirement to disclose the full definition, specific reference to only
a portion of th e definition gives the appearance of limiting management’s conclusion
solely to the portion referred to. Please represent to us and please revise future filings to
state management’s conclusion in regard to the company’s disclosure controls and
procedures as fully defined in Exchange Act rules 13a -15(e) and 15d -15(e).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 respondin g to our comments, please provide  a written 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.

You may contact Aamira Chaudhry at 202 -551-3389 if you have questions regarding
comments on the financial statements and related matters.  Please contact Tonya Aldave at 202 -
551-3601 or Justin Dobbie at 202 -551-3469 with any other questions. You may also contact me
at 202 -551-3380.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        August 16, 2010  Eric G. Wintemute President and CEO American Vanguard Corporation 4695 MacArthur Court Newport Beach, CA  92660
Re: American Vanguard Corporation  Form 10-K
Filed March 10, 2010
Schedule 14A
Filed April 27, 2010 File No. 01-13795
 Dear Mr. Wintemute:    We have completed our review of your  filings and do not have any further
comments at this time.
 Sincerely,

Lyn Shenk Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

August 5, 2010

Via FAX and EDGAR

 Securities and Exchange
Commission

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Lyn Shenk, Branch
Chief

Re:
American Vanguard Corporation

Form 10-K

Filed March 10, 2010

Schedule 14A

Filed April 27, 2010

File No. 01-13795

On behalf of American Vanguard Corporation, I am responding to your letter dated July 2, 2010 to Eric Wintemute (President & CEO) regarding
the Commission’s review of our filings and provision of comments. We confirm that we will revise our documents in future filings as indicated below and hereby provide responses to the SEC’s requests. For your convenience, we have
re-presented the Commission’s comments in non-italicized font and indicated our answers in italics.

 Form 10-K For the Year Ended
December 31, 2009

 Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 21

 Results of Operations

1.
 We note that certain program payments to customers are classified as a reduction of sales revenues and other payments are classified as operating
expenses and note a discussion on page 23 regarding changes in the portion that is classified as an operating expense. There is no discussion regarding the impact such programs have had on sales revenues. Please revise to provide a discussion
describing the impact that volume or other key

Timothy J. Donnelly ~ CAO, General Counsel & Secretary ~ American Vanguard Corporation

4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 221-6115 ~ timd@amvac-chemical.com

 1

performance indicator driven payments, or other program costs, have had on revenue.

Answer: The Company has two types of programs. The first type of program involves reimbursing customers for the approximate
value of expenses that would otherwise be paid by the company for activities such as training, product stewardship and promotion. This type of program is accounted for as an operating expense in accordance with FASB ASC 605-50-25, “Customer
Payments and Incentives.”

 The second type of program involves price concessions, rebates or purchase credits
related to things such as volume purchases, early ordering and the like. This type of program does not involve the provision of services by the customer and is accounted for as a reduction against gross sales. Programs are considered normal course
of business within our sector. Competitors offer programs to induce sales, and buyers expect that sellers will offer such program pricing. We can say this much—without programs, we would not be competitive. That is, we would lose market share
in virtually all product lines. Having programs tends to have a positive impact on sales; however, we cannot say how much of an impact. This is so for a number of reasons. First, customers make their procurement decisions based upon many factors
(including product efficacy, quality, customer service, personal relationships, advertising, and pricing) of which programs are only one. Second, the level of sales from year to year for each product are subject to many other factors entirely
outside of the buyer’s or seller’s control, e.g., weather, pest pressure, technological competition. Third, the level of programs relative to net pricing (the price after programs) varies by product, by year (or partial year) and often by
geography. For these reasons, we are not able to describe the impact of programs on our sales with greater certainty.

In effect, we employ programs as a means of meeting the competition in a very fluid environment. We can say that, in general, more
generous programs tend to bring on greater sales; however, overly generous programs can reduce margin dollars to lower levels. Insofar as we have managed to maintain a fairly consistent gross margin over the past few years, we believe that we are
managing our programs well.

2.
We note that tolling activities lowered gross profit in 2009 and the first quarter of 2010. Please provide a discussion explaining the nature of these activities and
quantify the impact they have on gross profit.

 Answer: In our MDA comments in the 10-K and the 10-Q we
use the term “tolling activities” to describe the few large contracts we have agreed to manufacture either base or intermediate materials for other agricultural chemical companies. Tolling is a term that is regularly used in the industry
and we believe that it is a

Timothy J. Donnelly ~ CAO, General Counsel & Secretary ~ American Vanguard Corporation

4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 221-6115 ~ timd@amvac-chemical.com

 2

concept understood by our investors. Generally speaking these transactions are entered into (by us) with a view to covering manufacturing site overhead. Accordingly, we accept lower average
prices and margins in order to effectively compete with alternative sources outside the mainland USA. In FY 2009, we made sales in the amount of $6.2MM of this kind of transaction and earned 14% margins. In FY 2008 we had lower sales amounting to
$4.2MM and earned 18% margins. In Q1 of 2010 and again in Q2 of 2010, we have seen lower levels of these type of sales in comparison to prior year. Overall for year to date 2010 we have recorded sales of $1.0MM at a margin of 18% as compared to the
prior year in which we recorded sales of $4.1MM at a margin of 17%.

 The impact of tolling for both FY 2009 and FY 2008
on overall gross margin was about 0.5%.

 As a business, we manage this activity along side a grouping of other product
lines with comparatively small annual sales levels. These include our Plant Growth Regulators and our Granulated products. We will adjust our next filing to comment on this activity as a part of our “Other” sales activity. Furthermore,
tolling activity does not have a material impact on gross margin every quarter; however, in future filings when the impact is material, we will expand our disclosure. Tolling activity did not have a material effect upon gross margin in Q2 2010;
thus, we believe that additional disclosure is not warranted in the MD&A of the Form 10Q for the period ended June 30, 2010.

Critical Accounting Policies, page 31

3.
This section should include the identification of the accounting estimates reflected in your financial statements that require assumptions on uncertain items and whose
changes could materially impact the company’s financial condition or changes in operations. In this regard, we note the recent $13.5 million charge recorded to adjust inventory values. As estimates for inventory obsolescence and valuation
require assumptions that are uncertain, please revise to disclose the methodology and assumptions underlying these estimates and the impact of any changes in the estimates.

Answer: As detailed in the 10K for the year ended 2009, the company values its inventories at lower of cost or market.
Furthermore, the company writes down and makes adjustments to its inventory carrying values as a result of the effects of unutilized capacity, net realizable value and assessments of slow moving and obsolete inventory and other annual adjustments to
ensure that our standards continue to closely reflect actual cost.

 Business management considers several factors when
assessing net realizable value of inventory. These include current quantities on hand, actual sales for the last year and forecasted sales for the next year for each specific inventory line

Timothy J. Donnelly ~ CAO, General Counsel & Secretary ~ American Vanguard Corporation

4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 221-6115 ~ timd@amvac-chemical.com

 3

item. We look at the carrying value of our inventory in comparison to prevailing market pricing and preferred packaging or formulations based on information from our field sales people. We also
take into account information on label status from our regulatory group covering domestic and foreign product registrations.

Our business is subject to a range of risks which can impact demand for our products. These risks are common to companies in our
Agricultural sector. The major risks that affect demand for our products include weather, localized pest pressure, the entry into the market of competitive new products, decisions of the EPA or foreign equivalents, and changes in customer buying
patterns (for example impact of credit availability). All these factors can impact future demand for our products and inventory.

Management estimates of the net realizable value of our inventory are updated on a quarterly basis and if appropriate adjustments are
made to the carrying value with the consequent charge recorded as an additional cost of sales.

 We have added the
following paragraph to our Form 10-Q for the period ended June 30, 2010 (under “Critical Accounting Policies and Estimates”) and will expand the MD&A within our Form 10-K for the period ending December 31, 2010 in a similar
manner.

 “Inventory net realizable value—We value our inventories at the lower of cost or
market. Cost includes the raw material purchase cost, any freight, insurance and duties involved in getting our inventories to the point of manufacture, labor and manufacturing overhead incurred in our factories and any third party contract
manufacturing. Based on a consideration of quantities on hand, recent actual historical sales and medium term future sales projections, latest information on labels from the EPA or similar foreign agencies, market pricing and particular formulation
preference intelligence garnered from the market by our field sales and marketing teams, slow moving and obsolete inventory is written down to its net realizable value.

Failure of management to correctly estimate the impact of the factors detailed above will affect managements estimates used in
establishing our inventory carrying values. These estimates are monitored on a quarterly basis and when necessary adjustments are made to reflect net realizable value. Any adjustments of this kind are recorded as an increase to cost of goods
sold.”

 Timothy J. Donnelly ~ CAO, General
Counsel & Secretary ~ American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949)
221-6115 ~ timd@amvac-chemical.com

 4

 Accrued Program Costs

4.
We note that each quarter you estimate the current liability associated with accrued program costs due to distributors and retailers at the end of a growing season.
Please expand to explain what is meant by “management applies experience and market place knowledge” to more fully explain the assumptions and methodology underlying these estimates and the impact of any changes in such estimates.

 Answer: On a monthly basis, the company makes adjustments to the accrual based on the actual
transactions compared to the published programs. Each period we also use management estimates/assessments to make forecasts as to whether each customer will fully comply with all of the terms of the program – including, for example, annual
volume take up, advertising, and product stewardship activities. If we believe that the customer will not fully satisfy all program requirements, then we make periodic adjustments by reversing some of the accrual to reflect our best estimate of the
likely, final settlement to such customer at the particular balance sheet date. The following paragraph is included in our Form 10-Q for the period ended June 30 2010 (under “Critical Accounting Policies and Estimates”):

 “Accrued Program Costs—The Company has adopted FASB ASC 605 [Emerging Issues Task Force
Issue No. 01-9, Accounting for Consideration given by a Vendor to a Customer or Reseller of the Vendor’s Products (“EITF 01-9”)]. In accordance with ASC 605, the Company classifies certain payments to its customers as a reduction
of sales revenues and other payments as operating expenses. The Company describes these costs overall as “Programs”. Programs are a critical part of doing business in the agricultural chemicals business place. The type of programs treated
as a reduction in sales are market pricing adjustment, volume take up or other key performance indicator (“KPI”) driven payments made to distributors or retailers at the end of a growing season. The type of programs treated as operating
expenses are effectively re-imbursement of costs for activities such as advertising, training, and other product stewardship type costs that we would otherwise spend ourselves (and report as operating expenses). Each quarter management compares each
sales transaction with published programs to determine what program liability has been incurred. Once this initial calculation is made for the specific quarter, sales and marketing management along with executive and financial management review the
accumulated program balance and make assessments of whether or not customers are tracking in a manner that indicates that they will

 Timothy J. Donnelly ~ CAO, General Counsel & Secretary ~
American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 221-6115 ~
timd@amvac-chemical.com

 5

meet the requirements set out in the terms and conditions attached to each program. This includes customer activity relating to such things as annual volume take up, product line advertising and
stewardship. If management believes that customers are falling short of their annual goals, then periodic adjustments will be made to the accumulated accrual to properly reflect the Company’s best estimate of the liability at the balance sheet
date. Programs are paid out predominantly on an annual basis, usually in the first quarter of the financial year, though significant payments can also occur in the final quarter of a financial year.’

Note 6: Major Customers and Export Sales, page 63

5.
Please revise to disclose revenues from customers for each group of similar products or product lines (such as cosmetic, pharmaceutical, nutritional, etc. or herbicide,
insecticide, etc.) in accordance with ASC 280-10-50-40.

 Answer: In future filings we will disclose
revenues for categories of products as management are increasingly using to manage the business as follows: we will continue to report on the crop and non-crop segments and within the crop segment, we will disclose revenues for the following
categories: i) insecticides, ii) herbicide/fungicide/soil fumigants, and iii) other (including, for example, plant growth regulators, tolling arrangements).

Form 10-Q for the Quarterly Period Ended March 31, 2010

Consolidated Balance Sheets

6.
 We note that accrued program costs decreased significantly from December 31, 2009 to March 31, 2010. Please tell us why this liability
decreased and, if such a decrease continues for the quarter ended
June 30th, please revise your next filing to discuss.

 Answer: The majority of the company’s program run on a 12 month basis typically following the
calendar year. Thus, the historical trend is for accruals to build over the course of Q2 through Q4 and to be settled and paid out either during the course of Q4 or Q1 of the immediately following year. In the case of FY2009, the accruals peaked in
Q4 and were predominantly settled and paid out in Q1 of 2010. During Q2 of 2010, the program accrual will show an increase relative to the balance held at the end of Q1 2010. The company has included a discussion of this issue in the Liquidity and
Capital Resources section of our Form 10-Q for the period ended June 30, 2010 and will make similar disclosures in future filings.

Timothy J. Donnelly ~ CAO, General Counsel & Secretary ~ American Vanguard Corporation

4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ~ (949) 221-6115 ~ timd@amvac-chemical.com

 6

 Definitive Proxy Statement on Schedule 14A

Common Stock Ownership of Certain Beneficial Owners, page 12

7.
In the table on page 13, we note that you reference footnote 7 Carl R. Soderlind’s beneficial ownership. Footnote 7, how

July 2, 2010

Eric G. Wintemute President and CEO American Vanguard Corporation 4695 MacArthur Court Newport Beach, CA  92660
Re: American Vanguard Corporation  Form 10-K
Filed March 10, 2010 Schedule 14A Filed April 27, 2010 File No. 01-13795
 Dear Mr. Wintemute:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.
            Form 10-K For the Year Ended December 31, 2009

Management’s Discussion and Analysis of Fina ncial Condition and Results of Operation, page
21

Results of Operations

1. We note that certain program payments to cust omers are classified as a reduction of sales
revenues and other payments are classified as  operating expenses and note a discussion
on page 23 regarding changes in the portion that  is classified as an  operating expense.
There is no discussion regarding the impact such programs have had on sales revenues.
Please revise to provide a discussion descri bing the impact that volume or other key
performance indicator driven payments, or ot her program costs, have had on revenue.

Eric G. Wintemute American Vanguard Corporation
July 2, 2010 Page 2

2. We note that tolling activities  lowered gross profit in 2009 and the first qu arter of 2010.
Please provide a discussion explaining the na ture of these activities and quantify the
impact they have on gross profit.
 Critical Accounting Policies, page 31

3. This section should include the identificati on of the accounting estimates reflected in
your financial statements that require assumptions on uncertain items and whose changes could materially impact the company’s financ ial condition or changes in operations.  In
this regard, we note the recent $13.5 million char ge recorded to adjust inventory values.
As estimates for inventory obsolescence a nd valuation require assumptions that are
uncertain, please revise to disclose the methodology and assumptions underlying these
estimates and the impact of any changes in the estimates.
 Accrued Program Costs

4. We note that each quarter you estimate the current liability associated with accrued
program costs due to distributors and retaile rs at the end of a growing season.  Please
expand to explain what is meant by “manag ement applies experience and market place
knowledge” to more fully explain the a ssumptions and methodology underlying these
estimates and the impact of any changes in such estimates.

Note 6:  Major Customers and Export Sales, page 63

5. Please revise to disclose revenues from cust omers for each group of similar products or
product lines (such as cosmetic, pharmaceutical, nut ritional, etc. or herb icide, insecticide,
etc.) in accordance with ASC 280-10-50-40.

Form 10-Q for the Quarterly Period Ended March 31, 2010

Consolidated Balance Sheets

6. We note that accrued program costs decreased significantly from December 31, 2009 to
March 31, 2010.  Please tell us why this liability decreased and, if  such a decrease
continues for the quarter ended June 30th, please revise your next filing to discuss.

Definitive Proxy Statement on Schedule 14A

 Common Stock Ownership of Certai n Beneficial Owners, page 12

7. In the table on page 13, we note that you reference footnote 7 for Carl R. Soderlind’s beneficial ownership.  Footnote 7, however, describes John B. M ile’s beneficial holdings.

Eric G. Wintemute American Vanguard Corporation
July 2, 2010 Page 3

If you have omitted material information regarding Mr. Soderlind’s common stock
ownership, please revise in future filings.
 Compensation and Discussion Analysis, page 14

8. We note your disclosure on pages 15 and 16 that you benchmark your  ten most highly
paid executives against pub lic companies having annual revenues of between $225
million and $400 million and that you benchmark similarly situated companies as to the prevalence of equity awards and total compensation among senior executives.  Please confirm that in future filings you will id entify the companies to which you benchmark
and disclose the degree to which the comp ensation committee considers such companies
comparable to you.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.
 Grants of Plan Based Awards, page 22

9. We note that column l of your table on pa ges 22 and 23 shows the full grant date fair
value of restricted stock grants made base d on the closing price of your common stock as
of the date of grant and that you disclose th at the closing price was $11.73 per share.  We
also note that Mr. Thorley’s grant date was two months and one day prior to the other
named executive officers.  Please confirm that the closing price on both grant dates was
$11.73 per share.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Theresa Me ssinese at 202-551-3307 if you ha ve questions regarding
comments on the financial statements and relate d matters or Sonia Be dnarowski at 202-551-3666

Eric G. Wintemute American Vanguard Corporation July 2, 2010 Page 4

for questions regarding comments on the proxy statement.  Please contact me at 202-551-3380
with any other questions.
Sincerely,
      Lyn Shenk
Branch Chief

Mail Stop 3561          December 2, 2008  American Vanguard Corporation James A. Barry-Chief Financial Officer 4695 MacArthur Court  Newport Beach, California
Re:  American Vanguard Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 17, 2008
  File Number: 001-13795

Dear Mr. Barry:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

 David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR AND FACSIMILE

 November 10, 2008

 David R. Humphrey

 Branch Chief

 Mail Stop 3561

 United States Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
American Vanguard Corporation

 Form 10-K for the
Year Ended December 31, 2007

 Filed March 17, 2008

 File Number: 001-13795

 Dear Mr. Humphrey:

 Enclosed herewith is the Form 10-Q of American Vanguard Corporation (the “Company”) for the period ended September 30, 2008 (the “Q3
10-Q”). The Company has attempted to incorporate into the Q3 10-Q the changes recommended by the Commission in its letters dated July 15, 2008 and August 26, 2008. We are concurrently filing the Q3 10-Q with the Commission through the
public EDGAR filing portal.

 Further, the Company acknowledges the following:

•

 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 a proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660

 We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing our overall
disclosure. Please do not hesitate to contact me at (949) 221-6140 if you have further questions or comments on this matter.

Sincerely,

AMERICAN VANGUARD CORPORATION

/s/ James A. Barry

James A. Barry

Chief Administrative Officer, Treasurer and Assistant Secretary

cc:
Juan Migone (SEC Staff – fax 202.772.9202)

 Lyn Shenk
(SEC Staff – fax 202.772.9202)

 American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660

Mail Stop 3561          August 26, 2008  American Vanguard Corporation James A. Barry-Chief Financial Officer 4695 MacArthur Court  Newport Beach, California
Re:  American Vanguard Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 17, 2008
  File Number: 001-13795

Dear Mr. Barry:

We have reviewed your response lett er dated August 8, 2008 and have the
following additional comments.  We think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are not applicable or a restatement is unnecessary.  Please be as
detailed as necessary.  We look forward to working with you in these respects and
welcome any questions you may have about any aspects of our review.

Form 10-K for the fiscal year ended December 31, 2007

Item 7 – Management’s Discussion and Analysis
Results of Operations, page 25

1. We note your response to our prior comment 1.  While you confirm that you will
provide more comprehensive disclosure, you state that this disclosure will be
focused on gross profit.  However, in our  prior comment we stated that gross
profit disclosures should be supplemente d with or, preferably, replaced by a
discussion and analysis of co sts on a stand-alone basis (not  in the context of gross
profit).  Therefore, please confirm to us that you will provide a robust discussion
and analysis of costs on a stand-alone basis and please provide us with a copy of
your intended revised disclosure.

James A. Barry-Chief Financial Officer
American Vanguard Corporation
August 26, 2008 Page 2
2. We note your responses to our prior co mments 2, 3, and 5, in which you cite
competitive disadvantage from disclosure of trade secrets as your basis for not
disclosing to your investors information required under GAAP and U.S. securities
laws.  However, paragraphs 109 th rough 111 of SFAS 131 indicate that a
competitive harm exception is inappropria te as it would provide a means for
broad non-compliance with the requirements of the statements a nd that enterprises
are not likely to suffer competitive harm because most competitors have other sources of more detailed information about  an enterprise than  that disclosed in
financial statements. Additionally, paragraph (II)(B)(2) of Staff Legal Bulletin 1 also indicates that only under unusual circumstances  would confidentiality be
provided for disclosures required by Regulation S-K or for information that is
material to investors.  As such, the use of competitive harm for broad non-compliance with disclosure requiremen ts under GAAP and Regulations S-K and
S-X is inappropriate and, would only apply under unusual circumstances.  As such, we reissue our prior comments 2, 3, and 5 in full.

3. We note your response to our prior comment 2.  While you confirm that you will quantify factors that lead to large variances and disclose business reasons for
same, you do not specifically confirm your agreement with the numerous other
changes requested in our prior comment.  In  light of this, we reissue the original
comment in full.

A significant portion of your results of operations disc losure is dedicated to
stating, in narrative text form, dollar and percentage changes in accounts, some of
which is already included in tables.  In  addition, while you discuss certain factors
to which changes are attri butable, you do not quantify a large number of these
factors nor analyze the unde rlying business reasons for the changes.  For example,
you state that your herbicide Impact gr ew substantially in 2007, but you do not
quantify this factor nor an alyze the underlying reason for the change.  We believe
your disclosures could be improved and ma de much more user-friendly and clear
by:
• increasing the use of tables to pres ent dollar and percentage changes in
accounts, rather than including such information in narrative text form;
• using tables to list, quantify, and sum all of the material individual
factors to which changes in accounts are attributable;
• refocusing the narrative text portion of the disclosure on analysis of
the underlying business reasons for the individual factors in the tables
above;
• ensuring that all material factor s are quantified and analyzed; and
• quantifying the effects of change s in both price and volume on
revenues and expense categories, where appropriate.
With regard to refocusing the narrative te xt portion of the disclosure on analysis
of the underlying business reasons for the individual factors, we note that you
provide a more substantive disclosure of th is type of information in your earnings

James A. Barry-Chief Financial Officer
American Vanguard Corporation
August 26, 2008 Page 3
conference calls than in your periodic filings on Forms 10-Q and 10-K.  We believe much of the “color” you provide during those calls would be useful to
investors in understanding th e results of operations di sclosure in your periodic
filings and we believe you should include such analysis of the underlying business reasons for changes in results of operations in future filings.  Please provide us with a copy of your intended revised disclosure.

4. We note your response to our prior comment 3.  You state that s ubstantially all of
your product lines are “off pa tent” and that you acquire mature chemistries from
larger competitors.  We are not clear as to  the relevance of thes e facts to our prior
comment.  While we understand that products  were sold by the competitors from
whom you acquired them prior to the da tes acquired, these pre-acquisition sales
amounts are not recognized in your cons olidated statements of operations.
Therefore, the sale of recently acquired products in a period in which the prior
comparable period included no sales of such  products may be a material factor to
which changes in sales, cost of sales, and other accounts are attributable.  As a
result, this factor should be disclosed, quantified, and analyzed.  Therefore, we
reissue the original comment in full.

To provide investors with an unders tanding of the effects of product line
acquisitions on your growth and results  of operations, please quantify the
aggregate change in revenue and cost of  goods sold related to products not sold
for the full comparable prior period.  Please provide us with a copy of your
intended revised disclosure.
 Liquidity and Capital Resources, page 28

5. Please revise your liquidity and capital resources disclosures to discuss the
underlying factors resulting in changes to  your cash balance, instead of merely
repeating what is shown on the statement of cash flows.  For example, we note a significant decrease in y our accounts receivable balance at December 31, 2007
without disclosure indicating the underlying reasons for th e decrease or its impact
in your operating cash flows.   Furthermore, it appears that you have and will continue to expand your business through acquisitions.  In this regard, your
disclosures should be expanded to address the impact of these acquisitions on your cash flows and operating results.  Additionally, your disclosures should provide further details regarding your  overall capital structure, including a
discussion of material debt covenants and a more detailed discussion of your total
outstanding long-term debt, borrowing capacity and interest costs.  Please provide
us with a copy of your in tended revised disclosure.

James A. Barry-Chief Financial Officer
American Vanguard Corporation
August 26, 2008 Page 4  Item 8- Financial Statements and Supplementary Data

 Notes to the Financial Statements

 (4) Litigation and Environmental, page 76

6. We note your response to our prior comment 8.  You cite attorney-client privilege
and the attorney work product doctrine as your bases for not disclosing with
specificity any accrued loss contingency to your investors, as required under
GAAP and U.S. securities laws.  We do not  agree with your conclusion that these
bases alleviate your disclosure obligati ons.  To the extent you continue to
disagree, please confirm to us the specific agreement of the na tional office of your
independent auditors with your conclusi ons and provide us with the name and
telephone number of the national office representative providing concurrence.

You also state that you do not presently belie ve that it is appropriate to accrue loss
contingency reserves for any litigation matter reported in your filing, because you
do not believe that a loss is both probable  and reasonably estimable in any case.
In those circumstances, we agree that accrual is not required.  You should,
however, ensure that your disclosures ar e clear about your conclusions regarding
each matter.  Given that loss contingencies are not required to be disclosed if the
likelihood of loss is remote, the fact that contingencies are disc losed implies that
you believe the likelihood of loss is at least reasonably possible.  However, your current disclosures do not always make clear whether your conclusion as to the
likelihood of loss is reasonably possible or probable.  Therefore, you should
explicitly state your conclusion for each matter disclosed.  In addition, for matters
where you judge the likelihood of loss to be reasonably possible or probable but for which you believe the amount of loss cannot be reasonably estimated, you should explicitly state your conclusi on that the loss cannot be reasonably
estimated.  We caution, however, that FIN 14 states that accrual of a probable loss
should not be delayed until only a single amount can be reasonably estimated.  When a loss is probable and the reasonable estimate of the loss is a range, the best
estimate within the range should be accr ued.  If no amount within the range
appears to be a better estimate than  any other amount within the range, the
minimum amount in the range should be accrued.  Where losses are accrued and arose from a range, you should disclose whether the accrual was the best estimate within a range or the low end of the range and the range of reasonably possible losses.  Based on your partial agreement w ith our original comment, we reissue it
in part.  Refer to SFAS 5 and FIN 14 for guidance.

James A. Barry-Chief Financial Officer
American Vanguard Corporation
August 26, 2008 Page 5
Based on your disclosures, it appears that you are subject to si gnificant litigation.
Accordingly, we strongly encourage you to consider adding the following
disclosure in a tabular format:
• Opening loss contingency amounts,
• Increases due to loss contingenc ies recognized du ring the period,
• Increases from changes in estimates of the amounts of loss
contingencies previously recognized,
• Decreases from changes in estimates of amounts of loss contingencies previously recognized or from derecognition of loss contingencies that
are no longer probable,
• Decreases for derecognition of lo ss contingencies settled, and
• Closing loss contingency amounts.
  Please provide us with a copy of  your intended revised disclosure.

* * * * *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

James A. Barry-Chief Financial Officer
American Vanguard Corporation August 26, 2008 Page 6
You may contact Juan Mi gone at (202) 551-3312 or Lyn Shenk, at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact the undersigned at (202) 551-3211 with any other questions.

Sincerely,

 David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR AND FACSIMILE

 August 8, 2008

 David R. Humphrey

 Branch Chief

 Mail Stop 3561

 United States Securities
and Exchange Commission

 450 Fifth Street, N.W.

 Washington,
D.C. 20549

Re:

 American Vanguard Corporation

 Form 10-K for
the Year Ended December 31, 2007

 Filed March 17, 2008

 File Number: 001-13795

 Dear Mr. Humphrey:

 Below for your consideration are responses to the Staff’s comments appearing in the letter dated July 15, 2008 with respect to American Vanguard Corporation’s Annual Report on Form 10-K for the year ended December 31,
2007 filed March 17, 2008. Please note that references to “future disclosures” relate to the Company’s filings which will take place after the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008. For the sake of convenience, we have set forth the Staff’s comments in normal text and our responses in italics.

 Form 10-K for
the fiscal year ended December 31, 2007

 Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Results of Operations, page 25

1.
We note your discussion and analysis of costs of goods sold is significantly limited and in the context of gross profit, which does not address your expenses directly. We believe
your gross profit disclosures should be supplemented with or, preferably, replaced by a discussion and analysis of costs on a stand-alone basis (not in the context of gross profit). Further, we believe such disclosure should be more comprehensive
than that currently presented and should include separate quantification and discussion of changes in significant components of costs of goods sold, such as direct labor and materials,

production costs, indirect costs, allocated general and administrative costs, as well as independent research and development costs.

 Response: While historically the Company’s changes in gross profit and related costs of goods sold (when comparing to prior periods) were
primarily related to product mix, the Company will make every effort to become more comprehensive in its disclosure. The focus will be on the gross profit related to the disclosed Crop and Non-crop business given the fact that substantially all of
the Company’s business is within one government SIC Code, which is 2879 Agricultural Chemicals. It should be noted that the Company does not allocate general and administrative costs or independent research and development costs to cost of
goods sold.

2.
A significant portion of your results of operations disclosure is dedicated to stating, in narrative text form dollar and percentage changes in accounts, some of which is already
included in tables. In addition, while you discuss certain factors to which changes are attributable, you do not quantify a large number of these factors nor analyze the underlying business reasons for the changes. For example, you state that your
herbicide Impact grew substantially in 2007, but you do not quantify this factor nor analyze the underlying reason for the change. We believe your disclosures could be improved and made much more user-friendly and clear by:

•

 increasing the use of tables to present dollar and percentage changes in accounts, rather than including such information in narrative text form;

•

 using tables to list, quantify, and sum all of the material individual factors to which changes in accounts are attributable;

•

 refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons for the individual factors in the tables above;

•

 ensuring that all material factors are quantified and analyzed; and

•

 quantifying the effects of changes in both price and volume on revenues and expense categories, where appropriate.

 With regard to refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons for the individual factors, we note
that you provide a more substantive disclosure of this type of information in your earnings conference calls than in your periodic filings on Forms 10-Q and 10-K. We believe much of the “color” you provide during those calls would be
useful to investors in understanding the results of operations disclosure in your periodic filings and we believe you should include such analysis of the underlying business reasons for changes in results of operations in future filings.

Response: The Company continues to make every effort to disclose the underlying factors that lead to the dollar and percentage changes. The Company
acknowledges that, from time-to-time, in its earnings conference calls, it provides certain “color”, primarily related to its responses to questions that are posed during the conference calls. The Company advises that its “trade
secrets” are primarily its sales, pricing, marketing, support and distribution relating to specific product lines which it protects from disclosure to its competitors and as such, exposing this information in a public filing would result in an
extreme competitive disadvantage. The Company competes against larger companies and the Company advises that in reviewing its competitors’ public filings, such product line information is not provided. The Company advises that while it does
reference increases and decreases in

 American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660

 2

various product categories in MD&A, the intention is to provide specific disclosure without disclosing its present trade secrets. That being said, the
Company will make a concentrated effort to focus on quantifying the factors that lead to large variances and disclose the business reasons for same in its future filings without compromising its position of protecting its trade secrets.

3.
To provide investors with an understanding of the effects of product line acquisitions on your growth and results of operations, please quantify the aggregate change in revenue and
cost of goods sold related to products not sold for the full comparable prior period.

 Response: The Company has indicated
that substantially all of its chemical product lines are “off patent.” The Company has adopted a strategy of acquiring mature chemistries from larger competitors who have either abandoned the product line for new, more modern products they
have developed or have been forced to divest these products by trade regulators as a condition of a merger. As aforementioned, the Company advises that its “trade secrets” are primarily its sales, pricing, marketing, support and
distribution relating to specific product lines which it protects from disclosure to its competitors and as such, exposing this information in a public filing would result in an extreme competitive disadvantage. The Company competes against larger
companies and the Company advises that in reviewing its competitors’ public filings, such product line information is not provided. The Company advises that while it does reference increases and decreases in various products in MD&A, the
intention is to provide specific disclosure without disclosing its present trade secrets.

 Contractual Obligations, page 26

4.
As this table is intended to increase the transparency of cash flow, we believe that registrants should generally include scheduled interest payments in the table. Where interest
rates are variable and unknown, you may use your judgment to determine whether to include such estimates. If you elect to include them you may determine the appropriate methodology to estimate the interest payments. Regardless of whether you include
interest payments or not, a footnote to the table should clarify whether or not you have done so and, if applicable, the methodology you have used in your estimate. If interest payments are excluded from the table, please disclose the significant
contractual terms of the debt and any other additional information that is material to an understanding of these future cash flows.

 Response: The Company will either include scheduled interest payments in the contractual obligations table or include disclosure of the significant contractual terms of its debt and any other additional information that would be material
to an understanding of the future cash flows in its future filings.

 Liquidity and Capital Resources, page 28

5.
 Please revise your liquidity and capital resources disclosures to discuss the underlying factors resulting in changes to your cash balance, instead of merely
repeating what is shown on the statement of cash flows. For example, we note a significant decrease in your accounts receivable balance at December 31, 2007 without disclosure indicating the underlying reasons for the decrease or its impact in
your operating cash flows. Furthermore, it appears that you have and will continue to expand your business through acquisitions. In this regard, your disclosures should be expanded to address the impact of

 American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660

 3

these acquisitions on your cash flows and operating results. Additionally, your disclosures should provide further details regarding your overall capital
structure, including a discussion of material debt covenants and more detailed discussion of your total outstanding long-term debt, borrowing capacity and interest costs.

 Response: The Company believes that underscoring the information on its Cash Flow Statements is helpful. The Company will enhance its disclosure by
disclosing further the reasons for large shifts in its accounts. The Company will also add disclosure outlining “Other Sources and Uses of Cash” when appropriate as well as disclosure related to its credit facility and associated bank
covenants and guarantees in its future filings.

 As stated earlier, the Company has adopted a strategy of acquiring mature
chemistries from larger competitors who have either abandoned the product line for new, more modern products they have developed or have been forced to divest these products by trade regulators as a condition of a merger. As aforementioned, the
Company advises that its “trade secrets” are primarily its sales, pricing, marketing, support and distribution relating to specific product lines which it protects from disclosure to its competitors and as such, exposing this information
in a public filing would result in an extreme competitive disadvantage. The Company advises that while it does reference increases and decreases in various products in MD&A, the intention is to provide specific disclosure without disclosing its
present trade secrets.

 As it relates to the Company’s disclosure of liquidity and capital resources, the Company will make a
concentrated effort to add additional information related to its completed acquisitions to the extent that such disclosure does not compromise the Company’s policy of not disclosing its present trade secrets.

 Critical Accounting Estimates, page 30

6.
According to the Financial Reporting Release No. 72 (i.e. Release #33-8350) your critical accounting policy disclosure should address specifically why your accounting estimates
or assumptions bear the risk of change (e.g., uncertainty attached to the estimate or assumption, difficulty in measuring or valuing) and, to the extent material, factors such as how you arrived at the estimates and how accurate the
estimates/assumptions have been in the past. In essence, your critical accounting policies disclosures should be expanded to address each accounting policy that requires management’s most difficult, subjective or complex judgments.

 Response: The Company will make every effort to address specifically why its accounting estimates or assumptions bear the
risk of change. The Company will analyze such factors as how it arrived at the estimate, how accurate the estimate has been in the past, how it has changed in the past and where possible whether the estimate will change in the future and disclose
same in its future filings.

 Compensation Policies and Benchmarking, page 41

7.
 Your bulleted disclosure on pages 41-42 (and pages 13-14 of your proxy statement) suggests that the compensation of your CEO and Director of Sales are tied to
company performance metrics included in your financial plan. In future filings, please disclose all such performance targets. To the extent you believe that disclosure of the targets in not required because it would result in competitive harm such
that the targets could be

 American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660

 4

excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion. Please also note that
to the extent that you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other
factors. General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient. Please provide insight into the factors considered by the committee prior to
the awarding of performance-based compensation such as historical analyses prior to the granting of these awards or correlations between historical bonus practice and the incentive parameters set for the relevant fiscal period.

 Response: We will either disclose the annual performance targets or, if we exclude such targets based upon our belief
that disclosure would result in competitive harm, then we will provide a detailed explanation for such conclusion. Further, we agree to discuss how difficult it would be for named executive officers or the company to achieve undisclosed target
levels. Finally, we agree to provide further insight into factors considered by the committee prior to the awarding of performance-based compensation.

 Item 8 – Financial Statements and Supplementary Date

 Notes to the Financial Statements

 (4) Litigation and Environmental, page 76

8.
Based on your disclosures, it appears that you are subject to significant litigation. Accordingly, we strongly encourage you to consider adding the following disclosure in a tabular
format:

•

 Opening loss contingency amounts,

•

 Increases due to loss contingencies recognized during the period,

•

 Increases from changes in estimates of the amounts of loss contingencies previously recognized,

•

 Decreases from changes in estimates of amounts of loss contingencies previously recognized or from derecognizing of loss contingencies that are not longer probable,

•

 Decreases for derecognizing of loss contingencies settled, and

•

 Closing loss contingency amounts.

 Response: The comment assumes that we have set up loss contingency in respect of the litigation matters discussed in our reports. As per applicable accounting principles (e.g., FASB Accounting Statement No. 5), we do not set up a
loss reserve for litigation except to the extent that management believes that the loss to the company (either in the way of a judgment or a settlement) is both probable and reasonably estimable. In fact, using this standard, we do not presently
believe that it is appropriate to set up loss contingency reserves for any litigation matter reported in our filing, as we do not believe that a loss is both probable and reasonably estimable in any case. We are willing to make an assertion to that
effect with respect to these litigation matters.

 Further, to the extent that facts and circumstances in any of these cases cause us
to change our opinion and lead us to the conclusion that a loss contingency reserve is appropriate, then we will set up an appropriate reserve. We are dubious, however, about describing any loss

 American Vanguard Corporation

 4695 MacArthur Court, Suite 1250, Newport Be

Mail Stop 3561          July 15, 2008  American Vanguard Corporation James A. Barry-Chief Financial Officer 4695 MacArthur Court  Newport Beach, California
Re:  American Vanguard Corporation
 Form 10-K for the year ended December 31, 2007
Filed March 17, 2008
  File Number: 001-13795

Dear Mr. Barry:

 We have reviewed your filing and have the following comments.  We
think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are 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 th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

James A. Barry-Chief Financial Officer
American Vanguard Corporation
July 15, 2008 Page 2  Form 10-K for the fiscal year ended December 31, 2007

 Item 7-Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Results of Operations, page 25

1. We note your discussion and analysis of costs of goods sold is significantly
limited and in the context of gross profit,  which does not address your expenses
directly. We believe your gross profit disc losures should be supplemented with or,
preferably, replaced by a discussion and analysis of costs on a stand-alone basis (not in the context of gross profit).  Further, we believe  such disclosure should be
more comprehensive than that currently  presented and should include separate
quantification and discussion of changes in significant components of costs of
goods sold, such as direct labor and materials, producti on costs, indirect costs,
allocated general and admini strative costs, as well as independent research and
development costs.

2. A significant portion of your results of operations disc losure is dedicated to
stating, in narrative text form, dollar and percentage changes in accounts, some of
which is already included in tables.  In  addition, while you discuss certain factors
to which changes are attri butable, you do not quantify a large number of these
factors nor analyze the unde rlying business reasons for the changes.  For example,
you state that your herbicide Impact gr ew substantially in 2007, but you do not
quantify this factor nor an alyze the underlying reason for the change.  We believe
your disclosures could be improved and ma de much more user-friendly and clear
by:
• increasing the use of tables to pres ent dollar and percentage changes in
accounts, rather than including such information in narrative text form;
• using tables to list, quantify, and sum all of the material individual factors
to which changes in ac counts are attributable;
• refocusing the narrative te xt portion of the disclo sure on analysis of the
underlying business reasons for the individual factors in th e tables above;
• ensuring that all material factor s are quantified and analyzed; and
• quantifying the effects of changes in both price and volume on revenues
and expense categories, where appropriate.
With regard to refocusing the narrative te xt portion of the disclosure on analysis
of the underlying business reasons for the individual factors, we note that you
provide a more substantive disclosure of th is type of information in your earnings
conference calls than in your periodic filings on Forms 10-Q and 10-K.  We
believe much of the “color” you provide during those calls would be useful to
investors in understanding th e results of operations di sclosure in your periodic
filings and we believe you should include such analysis of the underlying business reasons for changes in results of operations in future filings.

James A. Barry-Chief Financial Officer
American Vanguard Corporation
July 15, 2008 Page 3
3. To provide investors with an unders tanding of the effects of product line
acquisitions on your growth and results  of operations, please quantify the
aggregate change in revenue and cost of  goods sold related to products not sold
for the full comparable prior period.

Contractual Obligations, page 26

4. As this table is intended to increase the tr ansparency of cash flow, we believe that
registrants should generally include scheduled interest payments in the table.
Where interest rates ar e variable and unknown, you may use your judgment to
determine whether to include such estim ates.  If you elect to include them, you
may determine the appropriate methodology to estimate the interest payments.
Regardless of whether you include interest payments or not, a footnote to the table
should clarify whether or not you have done so and, if applicable, the methodology you have used in your estimate.  If interest payments are excluded from the table, please disclose the signi ficant contractual terms of the debt and
any other additional information that is  material to an understanding of these
future cash flows.
 Liquidity and Capital Resources, page 28

5. Please revise your liquidity and capital resources disclosures to discuss the
underlying factors resulting in changes to  your cash balance, instead of merely
repeating what is shown on the statement of cash flows.  For example, we note a significant decrease in y our accounts receivable balance at December 31, 2007
without disclosure indicating the underlying reasons for th e decrease or its impact
in your operating cash flows.   Furthermore, it appears that you have and will continue to expand your business through acquisitions.  In this regard, your
disclosures should be expanded to address the impact of these acquisitions on your cash flows and operating results.  Additionally, your disclosures should provide further details regarding your overall capital structure, including a
discussion of material debt covenants and a more detailed discussion of your total
outstanding long-term debt, borrowing capacity and interest costs.

Critical Accounting Estimates, page 30

6. According to the Financial Reporting Re lease No. 72 (i.e. Release #33-8350) your
critical accounting policy disclosure should addre ss specifically why your
accounting estimates or assumptions bear the risk of change  (e.g., uncertainty
attached to the estimate or assumption, di fficulty in measuring or valuing) and, to
the extent material, factors such as how you arrived at the estimates and how
accurate the estimates/assumptions have been in the past.  In essence, your critical
accounting policies disclosure s should be expanded to address each accounting

James A. Barry-Chief Financial Officer
American Vanguard Corporation
July 15, 2008 Page 4
policy that requires management’s mo st difficult, subjective or complex
judgments.

Compensation Policies and Benchmarking, page 41

7. Your bulleted disclosure on page s 41-42 (and pages 13-14 of your proxy
statement) suggests that the compensation of your CEO and Director of Sales are
tied to company performance metrics include d in your financial plan.  In future
filings, please disclose all su ch performance targets. To the extent you believe that
disclosure of the targets is not require d because it would result in competitive
harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, please provide us with  a detailed explanation for such
conclusion.  Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must   discuss how difficult it would be for
the named executive officers or how likel y it will be for you to achieve the
undisclosed target levels or other factors.  Ge neral statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually are not sufficient.  Please provide insight into the
factors considered by the committee prior to the awarding of performance-based
compensation such as historical analyses prior to the granting of these awards or
correlations between historic al bonus practice and the incentive parameters set for
the relevant fiscal period.
 Item 8- Financial Statements and Supplementary Data

 Notes to the Financial Statements

 (4) Litigation and Environmental, page 76

8. Based on your disclosures, it appears that you are subject to si gnificant litigation.
Accordingly, we strongly encourage you to consider adding the following
disclosure in a tabular format:
• Opening loss contingency amounts,
• Increases due to loss contingenc ies recognized du ring the period,
• Increases from changes in estimates of the amounts of loss
contingencies previously recognized,
• Decreases from changes in estimates of amounts of loss contingencies
previously recognized or from derecognition of loss contingencies that are no longer probable,
• Decreases for derecognition of lo ss contingencies settled, and
• Closing loss contingency amounts.
Additionally, due to the larg e number of cases you are invo lved in; it ap pears that
the following summary disclosures would provide shareholders with a better understanding of your litigation exposure:

James A. Barry-Chief Financial Officer
American Vanguard Corporation
July 15, 2008 Page 5
• Disclosure of the total number of cases that specify damages
(including total damages claimed) and those which do not specify any
damages;
• Management’s assessment with re spect to specific litigation and
claims of the probability of incurring  material damages with respect to
litigation;
• For matters involving a large numbe r of claimants, disclosures
indicating the number of pending cases from year to year.
• Disclosures of cases which have re ached a verdict al ong with any post-
trial developments that might have at least a reasonable possibility of
affecting the final outcome;

9. On page 10 of your filing you state that you may be subject to environmental liabilities and that your use of hazardous materials exposes you to potential liabilities.  Additionally, ba sed on your disclosures on page 6, there are certain
environmental issues associated  with at least one of your f acilities.  Please tell us
whether you believe you are subject to any material asset retirement obligations under SFAS 143 and your basis for you conclusions.

10. With regard to Board of Water Supply v Shell Oil Co. et al., we note that the settlement obligated the defendants to pay for the installation of filtration devices
on other wells that became contaminated later and for the ongoing operation and maintenance of the filtration devices for up to forty years.  We also note that in June 2007, AMVAC paid $23,654 for its shar e of operations and maintenance
expenses for 2005 and 2006.  Please tell us how you accounted for the future costs of your obligation under the settlement.

Signature Pages

11. Please revise to identify your principal accounting officer.  Refer to Form 10-K.

* * * * *
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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:

James A. Barry-Chief Financial Officer
American Vanguard Corporation July 15, 2008 Page 6  ‚ 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Juan Mi gone at (202) 551-3312 or Lyn Shenk, at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact the undersigned at (202) 551-3211 with any other questions.

Sincerely,

 David R. Humphrey Branch Chief