SecProbe.io

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				May 12, 2005

via U.S. mail and Facsimile

Don Jameson
President and Chief Executive Officer
Handy Hardware Wholesale, Inc.
8300 Tewantin Drive
Houston, Texas 77061

Re:	Handy Hardware Wholesale, Inc.
	Form S-2 filed April 22, 2005
	File No. 333-124252

Dear Mr. Jameson:

      We have the following comments on the above filings.  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 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 comments 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 S-2 filed April 22, 2005

Prospectus Cover Page

1. Please revise the cover page or prospectus summary to include
the
mailing address and telephone number of the principal executive
offices.  See Item 3 of Form S-2 and Regulation S-K Item 503(b).

2. Specifically disclose the period of the offering.

When Actual Stock Ownership is Less than Desired Stock Ownership,
page 7

3. We note that member-dealers will be charged 2% on its warehouse
purchases and the funds will accumulate until reaching $2000, at
which time it will be used to purchase additional stock.  Revise
this
section to discuss how a member-dealer with less than desired
stock
ownership will acquire additional Class B common stock and
preferred
stock if the member-dealer does not purchase any warehouse
inventory.

Class A Common Stock and Class B Common Stock, page 9

4. We note that each member dealer is required to own 10 shares of
Class A Common Stock but no member-dealer may own more than 10
shares
of Class A Common Stock.  We also note that Class A stockholders
must
offer to sell their shares to the company before selling them to a
third person.  Please discuss the conditions under which a
stockholder would sell Class A shares including, if true, that
Class
A stockholders may only sell their Class A shares if they are no
longer a member-dealer.  See Item 202(a)(1)(x) of Regulation S-K.

Incorporation of Documents by Reference, page 10

5. Please note that while Form S-2 permits the incorporation by
reference of certain previously filed documents, it does not
permit
forward incorporation.  In this regard, a post-effective amendment
is
necessary to meet the requirements of Section 10(a)(3), to reflect
fundamental changes, or to disclose material changes in the plan
of
distribution.  Please revise your disclosure accordingly.

6. Please revise this section to state that you will deliver the
Form
10-K for the year ended December 31, 2004 and the Form 10-Q for
the
quarter ended March 31, 2005 as required by Item 11(a) of Form S-
2.
Otherwise, you should revise the prospectus to include the
information required by Item 11(b) of Form S-2.

7. Revise this section to include all reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
2004.
See Form S-2 Item 12(a)(2).

Item 17.  Undertakings, page II-3

8. Please include the undertaking in Item 512(h).

Legality Opinion

9. Please delete assumption (iv) as it is inappropriate to assume
that the shares will be authorized at the time of any offering or
sale.  Note that the filing of the registration statement
constitutes
a general solicitation for the shares and the offering is
continuous.
Therefore, sufficient shares should be reserved for issuance
pursuant
to this offering already, and counsel should remove this
assumption.

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

Item 7.  Management`s Discussion and Analysis
Contractual Commitments and Obligations, page 9

10. In future filings, please specify the amount due under the
credit
facility.  For example, state whether the amount outstanding under
the credit facility is due on demand or whether a portion of the
facility is due at regular intervals.

Independent Auditor`s Report, page 11

11. Your audit report should include a reference that the
engagement
was conducted in accordance with "the standards of the Public
Company
Accounting Oversight Board (United States)".  Please amend your
2004
Form10-K.  Refer to PCAOB Auditing Standard No. 1.

Also, please update the auditors` consent in the S-2 registration
statement. The financial statements will also need to be updated
unless the S-2 is declared effective by May 16, 2005.

Item 9A.  Controls and Procedures, page 31

12. We note your disclosures that the disclosure controls and
procedures "are effective in alerting them on a timely basis to
material information relating to the Company and required under
the
Exchange Act to be disclosed in this report".  In future filings,
revise to state that the disclosure controls and procedures are
designed to ensure that information required to be disclosed by
the
company in reports that it files or submits under the Exchange Act
is
recorded, processed, summarized and reported, within the time
periods
specified in the Commissions rules and forms.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

13. In footnote 2 to the beneficial ownership table, we note the
statement that one director "does not hold any of the voting or
investment power with respect to the shares owned by the Member
Dealer`s entity, all such power being held by other members of
management of the affiliated entity."  In future filings, please
revise to disclose the natural person who has voting and
investment
control over these shares.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment 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
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct accounting comments to Jennifer Do, Staff
Accountant, at (202) 942-1956 or, in her absence, to Al Pavot,
Senior
Staff Accountant, at (202) 942-1764.  Direct questions on
disclosure
issues to Tamara Brightwell, Staff Attorney, at (202) 824-5221 or,
in
her absence, to the undersigned at (202) 942-1950.

Sincerely,

Pamela A. Long
Assistant Director

cc: 	Lee Thompson
	Jenkens & Gilchrist, A Professional Corporation
	1401 McKinney, Suite 2600
	Houston, Texas 77010
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Handy Hardware Wholesale, Inc.
May 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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