Mail Stop 7010

      February 8, 2006



Mr. Paul M. Feeney
Chief Financial Officer
AEP Industries Inc.
125 Phillips Avenue
South Hackensack, New Jersey 07606-1546

	RE: 	Form 10-K for the Fiscal Year ended October 31, 2005
                    	File No. 0-14450


Dear Mr. Feeney:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 October 31, 2005

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your response what the
revisions will look like.  These revisions should be included in
your
future filings, including your interim filings where applicable.

Financial Statements
2. Please disclose the types of expenses that you include in the
cost
of sales line item and the types of expenses that you include in
the
delivery, selling, and general and administrative expenses line
items.  Please also disclose whether you include inbound freight
charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and the other costs of
your distribution network in the cost of sales line item.  With
the
exception of warehousing costs, if you currently exclude a portion
of
these costs from cost of sales, please disclose:
?	in a footnote the line items that these excluded costs are
included in and the amounts included in each line item for each
period presented, and
?????in MD&A that your gross profit margins may not be comparable
to
those of other entities, since some entities include all of the
costs
related to their distribution network in cost of  sales and others
like you exclude a portion of them from gross profit margin,
including them instead in other line items, such as delivery,
selling
and/or general and administrative expenses, as applicable.

Statements of Cash Flows, page 54
3. The reconciliation of net loss to cash provided by operating
activities should begin with net loss, rather than income (loss)
from
continuing operations.  Please revise your statements of cash
flows
accordingly.  See paragraphs 28 and 29 of SFAS 95.
4. As noted on page 25, please tell us how you classified in your
statements of cash flows the $22.9 million of cash advanced to you
against the collection of trade receivables related to your
Pacific
operations.  Please also explain how you classified the subsequent
cash collections on these receivables.  In doing so, please also
tell
us why this classification was the most appropriate.  We
understand
that you retained the receivables and your collections of these
receivables will be used to repay the cash advance.  Please also
tell
us the line items that these cash inflows and outflows are
included
in on your statements of cash flows for 2005 and subsequent
periods,
along with the related amounts for each period presented.

Note 3 - Significant Accounting Policies, page 56

Trade Accounts Receivable, page 57
5. Your allowance for doubtful accounts decreased from $8,123,000
at
October 31, 2003 to $4,038,000 at October 31, 2005 while your
accounts receivable balance increased from $72,676,000 in 2004 to
$83,004,000 in 2005.  In addition, your charge-offs of accounts
receivable have exceeded your provisions for doubtful accounts in
2004 and 2005.  Please provide us with a comprehensive discussion
of
the factors considered in determining the adequacy of the
allowance
for doubtful accounts and the reasons why your allowance has
significantly decreased since 2003.  As part of this discussion
please include an analysis of trends in accounts receivable past
due
over 90 days during the past three years.

Note 13 - Lease Commitments, page 77
6. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases.  Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how you accounting complies with SFAS 13
and FTB 88-1.

Note 16 - Segment Information, page 80
7. You disclosed in the Business section on page 4 that you have
the
following product lines:  custom films, stretch (pallet) wrap,
polyvinyl chloride wrap, printed and converted films and other
products and specialty films.  Please disclose in a footnote your
revenues from each product line for each period presented.  See
paragraphs 36 and 37 of SFAS 131.

Note 20 - Liquidation of Fabbrica Italian Articoli Plastici SpA,
page
83
8. You disclosed that you completed the liquidation of your
Italian
subsidiary at October 31, 2004, except for the selling the land
and
building of this subsidiary.  You also disclosed that you signed a
contract to sell the land and building in May 2005.  Given that
you
have either completed or substantially completed the liquidation
of
the Italian subsidiary, please tell us why you have not recognized
the accumulated foreign currency translation loss of $8.6 million
in
your statement of operations.  Based on the guidance of paragraph
14
of SFAS 52 the accumulated translation adjustment gain or loss
shall
be recognized upon complete or substantially complete liquidation
of
an investment in a foreign entity.  Please also tell us why you
have
not recognized the reserve of $344,000 established for the
liquidation of this subsidiary that remained at October 31, 2005.



*    *    *    *



      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your 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 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 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 Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, to the undersigned, at (202) 551-3769.



          						Sincerely,



								Rufus Decker

Branch
Chief

??

??

??

??

Paul M. Feeney
AEP Industries Inc.
February 8, 2006
Page 1 of 5



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

         DIVISION OF
CORPORATION FINANCE