Mail Stop 6010

      October 6, 2005



VIA U.S. MAIL AND FAX (918) 583-7442

Mr. Robert H. Nelson
Chief Financial Officer
Greystone Logistics, Inc.
1613 East Fifteenth Street
Tulsa, Oklahoma 74120

	Re:	Greystone Logistics, Inc.
		Form 10-KSB for the year ended May 31, 2005
		Filed September 15, 2005
		File No. 000-26331



Dear Mr. Nelson:

      We have reviewed your response dated August 3, 2005 and have
the following additional comments.  We have limited our review to
only your financial statements and related disclosures and will
make
no further review of your documents. In our comments, we asked you
to
provide us with supplemental information so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
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 comment 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-KSB for the year ending May 31, 2005

Financial Statements

1. To the extent you restate your fiscal year 2004 financial
statements from those statements previously reported, you should
label them as "restated" and refer to the Note which describes the
restatement.  Please revise your Form 10-KSB for the fiscal year
ending May 31, 2005 accordingly.

Note 7. Related Party Transactions, page F-12

Transactions with Paul Kruger, a Significant Stockholder, page F-
13

2. We note that there is currently a dispute with your landlord,
1607
Commerce Limited Partnership (1607 Commerce), regarding whether
you
successfully terminated your lease agreement.  Please tell us and
revise this note to disclose how you have evaluated this liability
based on paragraph 8 of SFAS 5 and provide all disclosures
required
by paragraphs 9-10 of SFAS 5.

Note 16. Impairments and Relocation Costs, page F-21

3. We note that you have recorded impairment charges of $5.7
million
in fiscal 2005. Please respond to the following:

* Please revise this footnote to provide all of the disclosures
required by paragraphs 46 and 47 of SFAS 142 with respect to the
goodwill impairment charge and paragraphs 25-26 of SFAS 144 with
respect to the intangible asset impairment charge.

* Please reconcile for us the $5.7 million impairment charge
recorded
to the $9.9 million impairment charge discussed in Item 2.06 of
the
Form 8-K filed on September 1, 2005.

4. You state on page F-7 that you review your property, plant and
equipment for impairment whenever events or changes in
circumstances
indicate that the assets may be impaired.  Further, you state that
your evaluation compares the estimated future undiscounted cash
flows
to the asset`s carrying amount.  We note from your disclosures on
page 21 that the intangible assets arising from the 2003
acquisition
of Greystone Plastics, Inc. have been impaired.  You state this
impairment charge was due to "liquidity issues and operating
results"
that you are currently experiencing.  Please tell us whether your
impairment analysis relating to the intangible assets also
included
the property and equipment of $5.7 million that was recorded in
connection with the acquisition of Greystone Plastics.  If so,
tell
us why the entire impairment was recorded to the intangible
assets.
If not, tell us why you concluded that the property and equipment
should not be included in the evaluation.  Refer to paragraphs 7-
14
of SFAS 144.

Note 18.  Restatement of Financial Statements, page F-21

5. Revise this footnote to clearly explain the revisions you have
made to the previously issued financial statements.  Please
quantify
the restatement by disclosing the line items in the financial
statements impacted as before and after the restatement.  Refer to
APB 20 and paragraph 26 of APB 9 for further guidance of
correction
of an error in previously issued financial statements.


      As appropriate, please amend your Form 10-KSB for the period
ending May 31, 2005 and respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR as correspondence.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640, Kevin Vaughn at (202) 551-3643 or me at (202) 551-3327 if
you
have any questions regarding these comments.



								Sincerely,



								Michele Gohlke
								Branch Chief

Mr. Robert H. Nelson
Greystone Logistics, Inc.
October 6, 2005
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