MAIL STOP 7010

									January 13, 2006

Jerry A. Dukes
Chief Executive Officer
PW Eagle, Inc.
1550 Valley River Drive
Eugene. OR 97401

RE:	PW Eagle, Inc.
      Registration Statement on Form SB-2
	File No. 333-130869
	Filed January 5, 2006

Dear Mr. Dukes:

      We have limited our review of your filing to those issues we
have addressed in our 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 any other aspect
of
our review.  Feel free to call us at the telephone number listed
at
the end of this letter.

General

1. We note that you have filed a confidential treatment request
for
portions of exhibit 10.63 to this registration statement.  Be
advised
that we will review this application for confidential treatment
and
comment accordingly in a separate letter and that we will not
declare
this registration statement effective until we resolve all issues
relating to the confidential treatment request.

Principal and Selling Shareholders, page 50

2. If any selling shareholder is a broker-dealer or an affiliate
of a
broker-dealer, please identify it as such.  Please note that
selling
shareholders who are broker-dealers must be identified as
underwriters in the prospectus.  For selling shareholders that are
affiliates of broker-dealers, the prospectus must state that: (1)
the
sellers purchased in the ordinary course of business; and (2) at
the
time of purchase of the securities you are registering for resale,
the seller had no agreements or understandings, directly or
indirectly, with any person, to distribute the securities.  If you
are unable to make these statements in the prospectus, the
disclosure
must state that the sellers are also underwriters.

3. For a beneficial owner that is not a natural person and not (i)
a
reporting company under the Exchange Act, (ii) a majority owned
subsidiary of a reporting company under the Exchange Act, or (iii)
a
registered investment fund under the 1940 Act, you must identify
by
footnote or otherwise the natural person or persons having sole or
shared voting and investment control over the securities held by
the
beneficial owner.  Refer to telephone interpretation 4S. in the
Regulation S-K section of the March 1999 supplement to our "Manual
of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at http://www.sec.gov, and revise.

Item 17. Undertakings, page II-2

4. Because you do not appear to be relying on Rule 430A of the
Securities Act in conducting this offering, please remove the
undertaking contained in Item 512(i) of Regulation S-K, or advise.

Closing Comments

      We note your statement that you will file a prospectus
supplement to set forth the names of any underwriters, dealers, or
agents and their arrangements with the selling shareholders.
However, to the extent that any successor(s) to the named selling
stockholder wish to sell under this prospectus please be advised
that
you must file a prospectus supplement identifying such successors
as
selling stockholders.  Please revise your disclosure to state that
a
prospectus supplement will be filed in these circumstances as
well.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
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 Act
of
1933 and that they have provided all information investors require
for an informed investment 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.
      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

      ?	should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

      ?	the action of the Commission or the staff, acting
pursuant
to delegated authority, in declaring the filing effective, does
not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

      ?	the company may not assert staff comments and the
declaration of effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Craig Slivka at (202) 551-3729 or the
undersigned Branch Chief who supervised review of your filings at
(202) 551-3767, with any questions.

      Sincerely,


      Jennifer Hardy
      Branch Chief

cc:	Melodie R. Rose, Esq.
	(612) 492-7077
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Jerry A. Dukes
PW Eagle, Inc.
Page 1 of 3



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

         DIVISION OF
CORPORATION FINANCE