Mail Stop 7010

      August 10, 2005

Mr. Douglas B. Mackie
Great Lakes Dredge & Dock Corporation
2122 York Road
Oak Brook, IL 60523

      Re:	Great Lakes Dredge & Dock Corporation
		Form 10-K for the year ended December 31, 2004
      Filed March 30, 2005
      Forms 8-K filed February 1, 2005 and April 26, 2005
      File No. 333-64687

Dear Mr. Mackie:

      We have reviewed your filings 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 DECEMBER 31, 2004

Item 6 - Selected Financial Data, page 19

1. We note your reconciliation of EBITDA and your discussion of
this
measure`s usefulness on page 21.  We have the following comments:

* Since the measure you refer to as EBITDA excludes items in
addition
to what its acronym suggests, please revise the title of this
measure
if you present it in future filings.  See our response to question
14
of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures (FAQ).

* You state that you use this measure to assess financial
performance.  If you use this measure as an operating measure,
revise
future filings to clarify the purposes for which management uses
this
measure to evaluate its business.  For example, if performance-
related compensation is tied to this measure, you should specify
that.  We note that this is not the measure of profit or loss that
you use to evaluate your reportable segments.  See our response to
question 8 of the FAQ.

* You also state that you provide this measure because certain
covenants in your borrowing arrangements are tied to "similar
measures." In future filings, if you believe that you meet the
criteria specified in the answer to question 10 of the FAQ, and if
you continue to present a non-GAAP measure to provide information
about compliance with debt covenants, you should provide all of
the
appropriate disclosures called for in the FAQ.  Among the other
requirements of that guidance, we believe you should only
calculate
and present the actual measure contained in your debt covenants
for
periods in which the related debt is outstanding.

Item 7 - Management`s Discussion and Analysis, page 21

Costs and Expenses, page 22

2. We read that for interim reporting, you prepay or accrue fixed
equipment costs and amortize the expenses in proportion to
revenues
recognized over the year to better match revenues and expenses.
Tell
us why your fixed equipment costs are not recognized based on time
or
hours of use, rather than proportional to revenue.

Year Ended December 31, 2004 Compared to Year Ended December 31,
2003, page 28

3. We note your analysis of revenues by segment.  In future
filings,
please revise your analysis of results of operations for all years
presented to also analyze your measure of segmental profit or
loss,
or all components that comprise this measure, on a segmental
basis.
We assume from the disclosures in Note 16 that your measure of
segmental profit or loss is operating income.  Refer to Item
303(a)
of Regulation S-K and Release 33-8350.

Item 9A - Controls and Procedures, page 39

4. We note your statement that your disclosure controls and
procedures  "are effective in ensuring that all material
information
required to be filed in this annual report has been made known to
[your chief financial officer and chief executive officer] in a
timely fashion."  Please revise future filings to either provide
the
entire definition of disclosure controls and procedures as defined
in
Exchange Act Rules 13a-15(e) and 15d-15(e) or to state that your
disclosure controls and procedures are effective, or not
effective,
without providing any part of the definition.

Item 13 - Certain Relationships and Related Transactions, page 47

5. We note your discussion of the management equity agreement
through
which management investors acquired their equity interests in GLDD
Acquisitions Corp.  Based on a review of that agreement, as filed
with your January 6, 2004 Form 8-K, it is unclear to us whether
the
acquisition of these equity interests by management contains an
element of management compensation.  Please provide us with the
following information:

* Provide us with your analysis of whether management`s
acquisition
of GLDD Acquisition Corp.`s common stock contains an element of
compensation for future services.  In this regard, we note that
the
common stock of GLDD Acquisitions Corp. that was acquired by
management vests over a five year period and is subject to
repurchase
by GLDD Acquisitions Corp. if a management investor ceases to be
employed by you.

* If you conclude that the acquisition of this common stock
contains
an element of compensation for future services, please tell us how
you have accounted for it.  Specifically address whether you apply
APB 25 or SFAS 123 when accounting for stock compensation.  Refer
to
SAB Topic 5:T.  If you apply APB 25, also refer to questions 4 and
17
of FIN 44.

* If applicable, in future filings, please revise your financial
statements to disclose your accounting policy for stock
compensation
and to provide the disclosures required by SFAS 123.

Financial Statements for the Year Ended December 31, 2004

Consolidated Statement of Stockholder`s Equity, page 57

6. We note the reverse stock split that occurred in April 2003 as
seen here and as discussed in Note 1.  In future filings, please
revise your historical financial statements and any discussions of
your outstanding shares prior to this transaction to retroactively
reflect this reverse stock split.  Refer to SAB Topic 4:C.


Note 1 - Nature of Business and Summary of Significant Accounting
Policies, page 59

7. We note your disclosures on pages 12 and 20 concerning sale-
leaseback transactions and like-kind exchange transactions.  If
material, in future filings, disclose your accounting policies for
these types of transactions, including a description of the assets
involved, the amount of any proceeds received from the
transactions,
the amount of any gains or losses resulting from the transactions,
the timing of the recognition of any such gains or losses, and the
basis of accounting for any assets transferred under like-kind
exchanges.

Note 16 - Segment Information, page 76

8. We note that approximately 18 percent of your total contract
revenues were derived from foreign project operations in 2004.  In
future filings, if an individual foreign country accounts for a
significant portion of your foreign revenues, please provide
separate
revenue disclosure for each such country in accordance with
paragraph
38(a) of SFAS 131.

9. In future filings please provide the disclosures required by
paragraph 38(b) of SFAS 131.  If an individual foreign country
accounts for a significant portion of your long-lived assets
located
in all foreign countries, please provide separate disclosure of
those
assets.

Note 18 - Commitments and Contingencies, page 78

10. If it is reasonably possible that a material loss could occur,
revise future filings to disclose that you are a defendant in
personal injury lawsuits related to exposure to asbestos.  We note
your disclosure related to these lawsuits in Item 3 of your Form
10-
K.  Your disclosures should be expanded to discuss the
uncertainties
and assumptions associated with this contingency.

11. In future filings expand your disclosures about the EPA
investigation of the Port of Los Angeles Deepening Project to
clarify
whether it is reasonably possible that a material loss could
result.
If so, your disclosures should be expanded to discuss the
uncertainties and assumptions associated with this contingency.

Forms 8-K filed February 1, 2005 and April 26, 2005

12. We note your presentation of the non-GAAP measure EBITDA in
your
earnings releases and have the following comments:

* In future filings, if the measure you refer to as EBITDA
excludes
items in addition to what its acronym suggests, please revise the
title of this measure.  See our response to question 14 of
Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures.

* In future filings, if you continue to present non-GAAP measures,
please ensure that you provide all disclosures required by Item
10(e)(1)(i) of Regulation S-K.  In this regard, we note that your
earnings releases do not disclose how management uses this measure
and why management believes that this measure is useful to
investors.
Refer to instruction 2 to Item 2.02 of Form 8-K.  Also refer to
our
comments on your presentation of EBITDA under Item 6 of your Form
10-
K.

*	*	*

		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 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 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 John Hartz, Senior Assistant Chief
Accountant,
at (202) 551-3689 or the undersigned at (202) 551-3768.

      Sincerely,



      John Cash
      Accounting Branch Chief
Mr. Douglas B. Mackie
Great Lakes Dredge & Dock Corporation
August 10, 2005
Page 1


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

         DIVISION OF
CORPORATION FINANCE