<PAGE> 1
EXHIBIT 18.1
[PRICEWATERHOUSECOOPERS LOGO]
August 10, 2000
Board of Directors
Pen Holdings, Inc.
5110 Maryland Way
Suite 300
Brentwood, TN 37028
Dear Directors:
We are providing this letter to you for inclusion as an exhibit to your Form
10-Q filing pursuant to Item 601 of Regulation S-K.
We have been provided a copy of the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 2000. Note 2 therein describes a change in accounting
principle from expensing supply parts upon acquisition to capitalizing supply
parts upon acquisition and expensing as used. It should be understood that the
preferability of one acceptable method of accounting over another for the
accounting for supply parts has not been addressed in any authoritative
accounting literature, and in expressing our concurrence below we have relied on
management's determination that this change in accounting principle is
preferable. Based on our reading of management's stated reasons and
justification for this change in accounting principle in the Form 10-Q, and our
discussions with management as to their judgment about the relevant business
planning factors relating to the change, we concur with management that such
change represents, in the Company's circumstances, the adoption of a preferable
accounting principle in conformity and Accounting Principles Board Opinion
No. 20.
We have not audited any financial statements of the Company as of any date or
for any period subsequent to December 31, 1999. Accordingly, our comments are
subject to change upon completion of an audit of the financial statements
covering the period of the accounting change.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
-------------------------------------
PricewaterhouseCoopers LLP
