August 23, 2005

via U.S. mail and facsimile

Lawrence R. Noll, Controller
AEP Industries Inc.
125 Phillips Avenue
South Hackensack, NJ 07606

	Re:	Item 4.02 Form 8-K
	Filed:	August 22, 2005
	File No. 0-14450

Dear Mr. Noll:

We have reviewed your Item 4.02 Form 8-K and have the following
comments.

1. We note that you intend to file restated financial statements.
However you have not indicated when you intend to do so. Please
tell
us when you intend to file restated financial statements. We may
have
further comment after you file the restated financial statements.
2. We remind you that when you file your restated Form 10-Q, you
should appropriately address the following:

* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 4 disclosures should include the following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* include all updated certifications.

*    *    *    *


Please respond to these comments within 5 business days, or tell
us
when you will provide us with a response.  Please provide us with
a
supplemental response letter that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your
supplemental
response on EDGAR as a correspondence file.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
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 filings;
* 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 Tracey McKoy, Staff Accountant, at (202) 551-3772 or, in
her
absence, to the undersigned at (202) 551-3769.



							Sincerely,



							Rufus Decker
							Accounting Branch Chief
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Mr. Noll
August 23, 2005
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE