Mail Stop 0306


May 11, 2005



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

Mr. Robert H. Nelson
Chief Financial Officer
Palweb Corporation
1613 East Fifteenth Street
Tulsa, Oklahoma 74120

	Re:	Palweb Corporation
		Form 10-KSB for the fiscal year ended May 31, 2004



Dear Mr. Nelson:

      We have reviewed your response dated May 3, 2005 and have
the
following 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 fiscal year ended May 31, 2004

Consolidated Statements of Cash Flows - Page F-5

1. We note your response to comment 4. In accordance with
paragraph
17(c) of SFAS 95, the property plant and equipment and other
assets
that are acquired in a business combination should be reflected
separately, and in total, in one line item under cash flows from
investing activities. In future filings, revise your cash flow
statement to reflect the cash paid for the acquisition to include
only the $3.75 million related to the property and equipment and
the
$.45 million related to the inventory purchased to present the
total
cash outflows of $4.2 million for the acquisition of Greystone
Plastics as an investing activity.

Note 14. Acquisition - Page F-17

2. We note your response to comment 6. It appears from your
response
that one of the purposes of the acquisition was to acquire the
"positive cash flow that was already being generated from the sale
of
pallets at the time of your purchase of Greystone Plastics." Based
on
your disclosures, it appears that the purchase price of Greystone
Plastics was determined at least in part based on projections of
future cash flows and/or revenues, which would have been generated
from the sole customer, Miller Brewing.  However, you also state
that
you do not believe this sole customer relationship carries "any
meaningful value separate and apart from the assets and management
of
Plastics."  Please clarify for us why you believe that this
relationship does not carry any meaningful value apart from the
assets and management of Plastics.

3. Further, we noted your discussion that the arrangement with
Miller
Brewing was limited to a purchase order which was cancelable upon
proper notice.  Paragraphs 8 and 10 of EITF 02-17, as well as
Example
3 of EITF 02-17 indicate that "contractual" rights described in
SFAS
141 includes purchase orders and/or sales orders and should
therefore
be considered using the criterion outlined in paragraphs A19 and
A20
of SFAS 141.  Please note that SFAS 141 requires an intangible
asset
be recorded apart from goodwill if either the contractual-legal
criteria or the separability criteria are met.  Based on this
guidance, tell us why you concluded that the customer relationship
assets should not have been recognized apart from goodwill.








*    *    *    *

      As appropriate, please 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)
824-
5506, Kevin Vaughn at (202) 824-5387, or me at (202) 942-2861 if
you
have questions.



							Sincerely,



							Michele Gohlke
							Branch Chief
Mr. Robert H. Nelson
Palweb Corporation
May 11, 2005
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