Fulbright
& Jaworski l.l.p.
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
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lasmith@fulbright.com
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telephone:
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(713) 651-5151 |
direct dial: (713) 651-5304
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facsimile:
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(713) 651-5246 |
February 12, 2007
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549
Attention: John Cash
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Re: |
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Friedman Industries, Incorporated
Form 10-K for Fiscal Year Ended March 31, 2006
File No. 1-7521 |
Dear Ladies and Gentlemen:
By letter dated February 8, 2007, the Commissions Staff provided comments to our client,
Friedman Industries, Incorporated, a Texas corporation (the Company), relating to its Form 10-K
for Fiscal Year Ended March 31, 2006 (the Form 10-K). On behalf of the Company, based on our
discussions with the Company, set forth below are the Companys responses to the Staffs comments.
FORM 10-K FOR FISCAL YEAR ENDED MARCH 31, 2006
Controls and Procedures, page 9
1. We note that your CEO and CFO concluded the Companys disclosure controls and procedures were
effective to ensure that information that is required to be disclosed by the Company in the reports
it files or submits under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SECs rules and forms. In future filings, please revise your
disclosure to clarify, if true, that your officers also concluded
that your disclosure controls and procedures are effective to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to your management, including its principal executive and principal
financial officers, or person performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Alternatively, your officers may conclude that the
Companys disclosure controls and procedures are effective without defining disclosure controls
and procedures.
Houston New York Washington DC Austin Dallas Denver Los Angeles Minneapolis San Antonio St. Louis
Beijing Dubai Hong Kong London Munich Riyadh
February 12, 2007
Page 2
Response: The Company advises that it will modify the language in future filings to read
as follows:
The Companys management, with the participation of the Companys principal executive officer
(CEO) and principal financial officer (CFO), evaluated the effectiveness of the Companys
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the fiscal
quarter ended December 31, 2006. Based on this evaluation, the CEO and CFO have concluded that the
Companys disclosure controls and procedures were effective as of the end of the fiscal quarter
ended December 31, 2006 to ensure that information that is required to be disclosed by the Company
in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized
and reported, within the time periods specified in the SECs rules and forms and (ii) accumulated
and communicated to the Companys management, including the CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
Exhibit 31
2. In future filings, please ensure the wording of your Section 302 certifications is exactly as
set forth in Item 601(31) of Regulation S-K, including the following:
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Delete the officers title in the first line as they are signing the
certification in a personal capacity. |
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Replace annual report or quarterly report with report. |
Response: The Company advises that it will so modify the Section 302 certifications in
future filings.
In addition, attached to this letter is a statement from the company acknowledging that:
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the company is responsible for the adequacy and accuracy of the disclosure in
the filing; |
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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 |
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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. |
FRIEDMAN INDUSTRIES, INCORPORATED
ACKNOWLEDGMENT
As requested in the letter dated February 8, 2007 from the Staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the Commission) to Friedman
Industries, Incorporated (the Company) relating to the Companys Form 10-K for Fiscal Year Ended
March 31, 2006, the Company acknowledges that:
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the Company is responsible for the adequacy and accuracy of the disclosure in
the filing; |
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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 |
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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. |
Dated: February 12, 2007
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FRIEDMAN INDUSTRIES, INCORPORATED
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By: |
/s/ Ben Harper
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Name: |
Ben Harper |
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Title: |
Senior Vice President - Finance |
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