SecProbe.io

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Mail stop 03-05

      June 7, 2005

Mr. Michael E. Kibler
President and Chief Executive Officer
US 1 Industries, Inc.
1000 Colfax
Gary, IN  46406

      Re:	US 1 Industries, Inc.
      Form 10-K for the year ended December 31, 2004
      File No. 001-08129
		Filed March 24, 2005

Dear Mr. Kibler:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Liquidity and Capital Resources
Table of Contractual Obligations
1. Please tell us if you are contractually obligated to pay
amounts
due to transportation carriers or agents.  If so, please include
such
amounts in your table of contractual obligations in future
filings.

Note 12 - Commitments and Contingencies
2. Please explain to us how Cam Transport, Inc. ("CAM") will
satisfy
payment of the $1.7 million verdict given the lack of sufficient
net
worth or assets.  Please tell us what course of action you expect
to
take given that the insurer (American Inter-Fidelity Exchange) is
a
related party and how you anticipate the issue to impact your
liquidity.

* * * * *

	Please file your response to our comments via EDGAR within 10
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Tracie Northan at 202-551-3311 or me at 202-551-
3812
if you have questions regarding comments on the financial
statements
and related matters.

Sincerely,

Michael Fay
Branch Chief Accountant

Via facsimile:  Harold Antonson, CFO
		(219) 977-5227

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Michael E. Kibler
US 1 Industries, Inc.
June 7, 2005
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