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


   DIVISION OF
CORPORATION FINANCE             `
                                `
                                                              April 3, 2020

Sally M. Cunningham
Secretary
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, Virginia 23060

        Re:      Synalloy Corporation
                 PREC14A preliminary proxy statement filing made on Schedule
14A
                 Filed on April 1, 2020 by Synalloy Corporation
                 File No. 000-19687

Dear Ms. Cunningham:

       We have reviewed the above-captioned filing, and have the following
comments. All
defined terms used herein have the same meaning as in the proxy statement filed
under cover of
Schedule 14A. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

        Please respond to this letter by amending your filing, by providing the
requested
information. If you do not believe our comments apply to your facts and
circumstances, or do
not believe an amendment is appropriate, please tell us why in your response.

       After reviewing any amendment to your filing, and any information you
provide in
response to these comments, we may have additional comments.

Schedule 14A

General

     1. The first page of the proxy statement, as defined under Rule 14a-1(g),
must be clearly
        marked as preliminary. Given that a preliminary proxy statement may be
lawfully
        disseminated under Rule 14a-3(a), please revise. See Rule 14a-6(e)(1).

     2. The Notice of Annual Meeting, as distinguished from the proxy
statement, leaves open
        the possibility that the proxy statement will be distributed
electronically to the exclusion
        of other methods while suggesting its availability on a dedicated
website. Please advise
        us whether the registrant will be relying upon Rule 14a-16 to
distribute the proxy
        statement electronically as the primary means of fulfilling its
obligations under Rule
        14a-3(a) and Rule 14a-4(f). If so, please summarize for us how
compliance with Rule
        14a-16 has been effectuated.
 Sally M. Cunningham
April 3, 2020
Page | 2

Table of Contents

    3. Some of the page references and corresponding links in the Table of
Contents are
       incorrect. For example, the Table of Contents indicates that each of the
first four
       sections of the proxy statement start on page 9. Please revise to
correct the page
       references and the corresponding links.

Questions and Answers About the Proxy Materials, Annual Meeting and Voting,
pages 13-21

    4. The disclosure under the header "What is the effect of abstentions and
broker non-votes
       on voting?" indicates the NYSE rules govern brokers' discretionary
authority with
       respect to the proposals at the Annual Meeting. Given that the
registrant's shares of
       common stock are listed on the NASDAQ Global Market, please revise to
clarify how
       the NYSE rules are applicable to the Annual Meeting,

    5. Refer to the following disclosure on page 18: "DO NOT RETURN ANY WHITE
       PROXY CARD SENT TO YOU BY THE DISSIDENT GROUP, EVEN AS A
       PROTEST VOTE AGAINST ANY OF ITS GROUP MEMBERS OR NOMINEES." In
       order to avoid the implication that it would be impermissible (under
applicable law or
       otherwise) for shareholders to return a white proxy card, please revise
to clarify, if true,
       that the Board is only recommending that shareholders not return any
white proxy card.

    6. We note the following disclosure on page 19: "If you hold your shares
beneficially in
       street name and do not provide voting instructions to your bank, broker,
trustee or other
       nominee, your shares will be considered to be broker non-votes and will
not be counted
       for establishing the presence of a quorum and will not be voted on any
proposal on
       which your broker nominee does not have discretionary authority to
vote." Please
       advise us of the legal basis upon which the registrant has relied to
conclude that persons
       other than brokers, such as banks, trustees and other nominees, may be
ineligible to vote
       shares in the absence of instructions timely transmitted by beneficial
owners.
       Alternatively, please revise to remove the implication that banks,
trustees and other
       nominees are the equivalent of brokers and thus might not vote absent
instructions from
       beneficial owners. See Item 21(b) of Schedule 14A.

Potential Payments Upon Termination or Change in Control, page 45

    7. Given that the solicitation in opposition, if commenced, might result in
a majority of
       directors being elected who were not nominated by the registrant, please
revise to
       describe whether a risk exists that a change in control could occur
within the meaning of
       the term as it used within any of the registrant's governing documents,
including any
       compensation arrangements. Please summarize the economic impact, if any,
that would
       result if a change in control were to occur by virtue of the election of
a majority or more
       of directors not nominated by the registrant.
 Sally M. Cunningham
April 3, 2020
Page | 3

Form of Proxy

    8. Please revise the form of proxy to clearly mark it as a preliminary
copy.
       See Rule 14a-6(e)(1) of Regulation 14A.

    9. Please revise the disclosure regarding the intended use of the
discretionary authority
       available under Rule 14a-4(c)(1) so it conforms to the disclosure
standard codified in
       that provision. At present, the disclosure suggests the right to use
discretionary
       authority is absolute inasmuch as it can unconditionally be exercised
"upon such other
       matters as may properly come before the Annual Meeting . . . ."

                                        *       *      *

       We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        Please direct any questions to Valian Afshar, Special Counsel, at (202)
551-8729, or me,
at (202) 551-3266.

                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers
and Acquisitions

cc: Lawrence S. Elbaum, Esq.