Mail Stop 7010

      March 9, 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


		We have reviewed your response letter dated February 22,
2006 and have the following additional 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.

	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

Financial Statements

Consolidated Statements of Cash Flows, page 54
1. We read your response to comment 4.  Since you disclose on page
25
that the $22.9 million you received represented a cash advance and
you retained the receivables, we do not understand how you met the
criteria in paragraph 9 of SFAS 140 for sales treatment.
Paragraph
12 of SFAS 140 says that if the criteria in paragraph 9 are not
met,
the transaction should be reflected as a secured borrowing as
explained in paragraph 15 of SFAS 140.  This would result in the
$22.9 million cash advance being reflected as a financing cash
inflow.  Subsequent repayments of the advance would be reflected
as a
financing cash outflow.  Actual collections on the receivables
would
be an operating cash inflow.  Please advise or revise your
presentation and show us what it will look like.

Note 13 - Lease Commitments, page 77
2. We read your response to comment 6.  Please explain to us
whether
you recorded a cumulative catch-up adjustment in your statement of
operations when you determined that you were not properly
accounting
for the corporate office lease.  If so, please demonstrate to us
that
the impact was not material to 2003.  If not, please tell us why
not
and provide us with your materiality assessment for each of these
years: 2003, 2004 and 2005.  We would also like to see your
materiality assessments on a quarterly basis for 2004, 2005 and
the
2006 interim periods to date.  The materiality assessments for
each
period should be presented in relation to pre-tax income (loss)
and
show the as reported amount and the amount that would have been
reported had the lease been properly accounted for correctly since
its inception.  The materiality assessment should also take into
account the materiality of reflecting the cumulative catch-up
adjustment through that period`s pre-tax income (loss).  Please
refer
to SAB Topics 1:M and 5:F.




*    *    *    *




      		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.







       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, Rufus Decker, the undersigned, at (202) 551-3769.



          						Sincerely,



								Rufus Decker
								Branch Chief
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Paul M. Feeney
AEP Industries, Inc.
March 9, 2006
Page 1 of 3



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

         DIVISION OF
CORPORATION FINANCE