March 17, 2006

Via facsimile to ((404) 572-6999) and U.S. Mail

F. Donald Nelms, Jr., Esq.
Powell Goldstein LLP
One Atlantic Center - Fourteenth Floor
1201 West Peachtree Street, NW
Atlanta, GA  30309

Re:	Yadkin Valley Company
      Revised Preliminary Schedule 14A
      Filed March 7, 2006
      File No. 000-28356

      Amended Schedule 13E-3
      Filed March 7, 2006
      File No. 005-54285

Dear Mr. Nelms:

      We have reviewed the above filings for compliance with Rule
13e-3 and have the following comments.  Where indicated, we think
you
should revise your documents 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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.
Revised Preliminary Schedule 14A

Special Factors

Background of the Transaction - Introduction, page 6
1. Please disclose the substance of the last two sentences of your
response to prior comment 5.

Background of the Transaction - Costs Associated with SEC
Regulations, page 6
2. Please disclose the substance of your response to prior comment
6.

Recommendation of the Board of Directors, page 14
3. We are unable to locate any revision that addresses the last
sentence of prior comment 16.  Please advise or revise.

Opinion of Independent Financial Advisor

Income Valuation Methodology - Going Private Premium Analysis,
page
23
4. We reissue comment 25 in part.  Refer to the second sentence in
the first paragraph after the table on page 24.  Please clarify,
if
true, that the reference to a "review of certain transactions" is
a
reference to the transactions listed immediately above in the
table.
If not, explain how and why Howe Barnes selected a subset of the
listed transactions and list the subset.

Appendix B.  Opinion of Independent Financial Advisor
5. We reissue prior comment 30.  It does not appear that your
revisions addressed the issue noted in our prior comment.

*       *       *       *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings and responses to our comments.
      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact us via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

					Sincerely,



					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions
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F. Donald Nelms, Jr., Esq.
Powell Goldstein LLP
March 17, 2006
Page 1



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