Mail Stop 0510

      June 1, 2005

Mr. John C. Regan
PDG Environmental, Inc.
1386 Beulah Road, Building 801
Pittsburgh, Pennsylvania 15235

      Re:	PDG Environmental, Inc.
		Form 10-K for the year ended January 31, 2005
      Filed May 2, 2005
      File No. 0-13667

Dear Mr. Regan:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED JANUARY 31, 2005

General
Cover Page
1. We note the disclosure regarding the market value of the voting
stock held by non-affiliates of your company.  This calculation
must
be made as of the last business day of your company`s most
recently
completed second fiscal quarter.  In future filings, please revise
accordingly.  Refer to the instructions to Form 10-K.




Management`s Discussion and Analysis, page 11
Results of Operations, page 13
2. In future filings, if you indicate that a change in your
results
was due to several factors, please quantify the impact of each
factor.  For example, when discussing the increase in revenues
from
fiscal 2004 to fiscal 2005, you should quantify the revenues
resulting from the four hurricanes that hit the southeastern
region
of the United States, and when discussing the factors that
contributed to increased selling, general and administrative
expenses, you should quantify the impact of each factor that you
mention.

3. Please revise future filings to analyze both the dollar change
in
your gross profit and the change in your gross margin as a
percentage
of revenues.  In this regard, we note that although your gross
profit
increased in fiscal 2005, your gross margin decreased by
approximately 200 basis points.  We believe that an analysis of
changes in your gross margin will provide your readers with a
better
understanding of your business.

Report of Independent Registered Public Accounting Firm, page F-1
4. We note that the report of Parente Randolph, LLC refers to and
relies upon the report of Stokes & Hinds, LLC for an unqualified
opinion on your financial statements for the year ended January
31,
2003.  We further note that Stokes & Hinds, LLC merged into
Parente
Randolph, LLC during 2003.  Please amend your Form 10-K to provide
all audit opinions necessary to cover the three years of financial
statements included in your filing.  Refer to Rule 2-05 of
Regulation
S-X.  Also ensure that you include a consent from each accounting
firm whose report is included in your filing.

Consolidated Statements of Operations, page F-4
5. We note that you have classified gains on the sale of fixed
assets
as part of total other income/expense.  Please refer to paragraph
45
of SFAS 144, and tell us how you determined that this
classification
was appropriate.  If necessary, revise future filings to
reclassify
these gains, and any future similar gains and losses, as part of
the
subtotal captioned income from continuing operations.

Note 2-Significant Accounting Policies, page F-7
Property, Plant and Equipment, F-8
6. Please revise future filings to separately disclose the
estimated
useful lives for each major category of property, plant and
equipment.  We believe that this is important information to your
readers.





Note 10-Compensation Plans, page F-13
7. Please revise future filings to disclose the weighted-average
grant date fair value of options granted during each year for
which
an income statement is provided.  Refer to paragraph 47(b) of SFAS
123.
Note 16-Commitments and Contingencies, page F-17
8. We note your disclosure under Item 3 on page 9 that states that
you are not aware of any pending or threatened litigation that you
believe is reasonably likely to have a material adverse effect on
your financial statements.  We remind you that this disclosure
does
not satisfy the requirements of SFAS 5 if there is at least a
reasonable possibility that a loss has been incurred, even if
litigation has not been threatened.  In that case, you must
indicate
the nature of the contingency and either (a) disclose the
estimated
loss, or range of loss, that is reasonably possible, or (b) state
that such an estimate cannot be made.  If applicable, revise
future
filings to provide such disclosures.

Controls and Procedures, page 17
9. We note your statement that the Chief Executive Officer and
Chief
Financial Officer concluded that your disclosure controls and
procedures have been designed and are functioning effectively
"except
certain material weaknesses that were identified by our external
auditors".  Given the exceptions noted, it remains unclear whether
your chief executive officer and chief financial officer have
concluded that your disclosure controls and procedures are
effective.
Please amend your disclosure to state, in clear and unqualified
language, the conclusions reached by your chief executive officer
and
your chief financial officer on the effectiveness of your
disclosure
controls and procedures.  For example, if true, you can state that
your disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters.  Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.

10. We note your statement that your disclosure controls and
procedures were designed and functioning effectively "to provide
reasonable assurance that the information required to be disclosed
by
us in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
periods
specified in the SEC`s rules and forms".  Amend to clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief financial officer and chief executive
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).  Alternatively, you may revise future
filings to state that your disclosure controls and procedures are
effective, or not effective, without providing any part of the
definition of disclosure controls and procedures that is included
in
Exchange Act Rule 13a-15(e).

*	*	*

		As appropriate, please amend your filing and respond to
these comments within 10 business days, or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      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 information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.


      If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to the undersigned at (202) 551-3768.

      Sincerely,



      John Cash
      Accounting Branch Chief
Mr. John Regan
PDG Environmental, Inc.
June 1, 2005
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE