SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 3, 2005

Jeffrey L. Rutherford
Senior Vice President, Chief Financial Officer, Treasurer and
Secretary
Lesco, Inc.
1301 East Ninth Street, Suite 1300
Cleveland, Ohio  44114

		RE: 	Lesco, Inc.
			Form 10-K for the fiscal year ended December 31,
2004
			File No.  0-13147

Dear Mr. Rutherford:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to your financial
statements and related disclosures and will make no further review
of
your documents.  Where indicated, we think you should revise your
document in response to these comments in future filings.  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 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 Fiscal Year Ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 10

Consolidated Results

1. We note the adjustments to GAAP in the consolidated statement
of
operations throughout MD&A.  Since you indicate you use the
adjusted
results as a performance measure, tell us, and disclose in future
filings, the following items:
* The manner in which management uses the non-GAAP measure to
conduct
or evaluate its business;
* The economic substance behind management`s decision to use such
a
measure;
* The material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure;
* The manner in which management compensates for these limitations
when using the non-GAAP financial measure;
* The substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors; and
* Item 10(e) of Regulation S-K prohibits adjusting a non-GAAP
financial performance measure to eliminate or smooth items
identified
as non-recurring, infrequent or unusual, when the nature of the
charge is such that it is reasonably likely to recur within two
years
or there was a similar charge within the past two years.  Clearly
demonstrate that these adjustments meet the requirements of Item
10(e).

Refer to in Question #8 from the SEC Staff Views on Frequently
Asked
Questions Regarding the Use of Non-GAAP Financial Measures dated
June
13, 2003, which can be found on the SEC website.

2004 vs. 2003 - Pre-Tax Earnings

2. Similar to the comment above, revise your disclosures in future
filings for the non-GAAP financial measure `Adjusted pre-tax
earnings.` Show us what your revised disclosures will look like.

Business Segment Results

3. Please provide the disclosures requested in comment 1 above for
the non-GAAP financial measures `ROIC,` `EBIT,` `NOPAT,` and
`Invested Capital.`   Show us what your revised disclosure will
look
like.

4. Please specifically address the usefulness of ROIC and your
non-
GAAP measures not used by the Chief Executive Officer in assessing
performance and allocating resources based on your segment
disclosures in Note 1 to the financial statements.

Liquidity and Capital Resources

5. Please provide the disclosures requested in comment 1 above for
the non-GAAP financial measure `Adjusted cash provided by (used
in)
operating activities,` and `Adjusted accounts payable.`  Show us
what
your revised disclosure will look like.

Contractual Obligations, Commitments and Off Balance Sheet
Arrangements

6. Please discuss any off-balance sheet arrangements that have, or
are reasonably likely to have, a current or future effect on your
financial condition, revenues or expenses, results of operations,
liquidity or capital resources.  See Item 303(a)(4) of Regulation
S-
K.

Critical Accounting Policies and Estimates

7. Tell us the consideration you have given to addressing your
method
of accounting for the transfer of receivables to GE Capital
Financial
Inc. within critical accounting policies.

Item 15.  Exhibits, Financial Statements and Reports on Form 8-K

Consolidated Balance Sheets

8. You state that common shares are without par value on the face
of
the consolidated balance sheets.  However, it appears that each
share
has a par value of $0.0001 based on the common shares line item on
the balance sheets and outstanding shares at December 31, 2004 and
December 31, 2003.  Please revise your presentation in future
filings
or advise us otherwise.

Notes to the Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition

9. To the extent you recognize revenues upon shipment, please
clarify
whether your stated shipping terms are FOB shipping point or FOB
destination and when title passes from you to your customer.

10. We note in MD&A that you recognize freight revenue for fees
charged in sales transactions for shipping and handling.  In
future
filings, please expand your accounting policies to discuss how you
classify in the Income Statement: (a) amounts billed to a customer
for shipping and handling, and (b) costs incurred for shipping and
handling.  Refer to EITF 00-10, paragraphs 5-7.

11. We note from MD&A that you entered into agency agreements with
certain suppliers whereby the Company operates as a sales agent of
those suppliers and recognizes sales on a net basis and records
only
product margin as revenue in accordance with EITF 99-19.    In
future
filings, separately identify each different type of revenue
transaction that you enter into and then include for each
different
type a description of what it is, if not obvious to investors, and
your revenue recognition policy.

Inventories

12. Include a Schedule II for all valuation and qualifying
accounts
in accordance with Rules 5-04 and 12-09 of Regulation S-X.
Specifically, include a Schedule II for the reserve for estimated
shrinkage and supplier discounts, and any other valuation and
qualifying accounts held by the Company.

Advertising

13. We note that you participate in cooperative advertising
programs
and net vendor reimbursements with advertising expenses.  Tell us
and
disclose in future filings the nature and extent of these
arrangements.  For each type of arrangement treated as an expense
rather than as a reduction of revenues, tell us how this type of
arrangement meets the requirements in EITF 01-9.  For each expense
line item that includes these types of arrangements, disclose the
related amounts included in that line item.  Please also discuss
in
MD&A any significant estimates resulting from these arrangements.

Note 3:  Accounts Receivable

14. Tell us and disclose in future filings the following
concerning
your vendor allowances accounting policy:
* Disclose the nature of the various types of vendor allowances
you
receive;
* Clarify what you mean in stating that vendor allowances are
recorded when "earned."  For example, if you receive vendor
allowances based on a specified cumulative level of purchases,
disclose whether you recognize the allowances on each of the
underlying transactions that results in your progress toward
earning
the rebate or refund or as the milestones are achieved.  Please
supplementally tell us why you use the selected method, in light
of
the considerations in paragraph 8 of EITF 02-16;

Note 4:  Inventories

15. We note that you capitalize procurement, warehousing and
distribution costs to bring the products to market to inventory on
hand and expense to distribution costs when the inventory is sold.
Tell us and disclose in future filings the aggregate amount of the
general and administrative costs incurred in each period presented
in
accordance with Rule 5-02-6(b) of Regulation S-X.

Note 9:  Stock Incentive Plans

16. We note there are 348,516 outstanding stock options issued
outside of the stock option plans.  Tell us if stock options
issued
outside of the stock option plans were included in the summary
tables.  If so, please reconcile for us the total options
authorized
and outstanding within and outside the plan.  If not, in future
filings, provide details surrounding the stock option awards
issued
outside of the plans similar to the disclosures for stock options
issued under the plans.  Ensure your disclosure includes the
requirements of paragraphs 45-48 of FAS 123.

17. We note that you recorded compensation expense on restricted
stock issuances in 2004 and 2003.  Tell us and disclose the grant
dates, issue price, and fair value at the grant date for issuances
in
which stock compensation expense was recorded.

Note 12:  Commitments and Contingencies

18. We note your disclosure of legal proceedings in Item 3 and
note
15 as well as references to accruals for environmental matters in
note 2.  With respect to each matter, tell us and disclose in
future
filings as appropriate the following:
* The nature of the litigation matter;
* An estimate of the possible loss or range of loss or state that
such an estimate cannot be made;
* Material components of the accruals and significant assumptions
underlying estimates; and
* The extent to which disclosed but unrecognized contingent losses
are expected to be recoverable through insurance, indemnification
arrangements, or other sources, with disclosure of any material
limitations of that recovery.
In addition, discuss historical and anticipated environmental
expenditures in MD&A that may result in or that is reasonably
likely
to result in the registrant`s liquidity decreasing in any material
way.  See paragraphs 8-10 of SFAS 5, SAB Topic 5:Y, and paragraphs
12-14 of SOP 94-6  for guidance.

*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	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.

      If you have any questions regarding these comments, please
direct them to Dave Irving, Staff Accountant, at (202) 551-3321
or,
in his absence, to Donna Di Silvio, at (202) 551-3202, or the
undersigned at (202) 551-3841.  Any other questions regarding
disclosure issues may be directed to H. Christopher Owings,
Assistant
Director, at (202) 551-3725.

      Sincerely,

      Michael Moran
      Branch Chief
??

??

??

??

Mr. Jeffrey L. Rutherford
Lesco, Inc.
Page 6 of 6

6

</TEXT>
</DOCUMENT>