SecProbe.io

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<TYPE>LETTER
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		August 4, 2005

Timothy S. Durham
Chief Executive Officer and Chairman of the Board
Obsidian Enterprises, Inc.
111 Monument Circle, Suite 4800
Indianapolis, Indiana 46204

	Re:	Obsidian Enterprises, Inc.
Schedule 13E-3 Filed by the Filing Persons on July 7, 2005
File No. 5-40250

Dear Mr. Durham:

      We have limited our review of your filing to those issues we
have addressed on our 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that the Filing Persons intend to approach Obsidian
security holders in an effort to purchase an additional 12.71% of
Obsidian shares so that they may affect a short form merger.  The
consideration for these purchases would be at $1.85 per share in
cash
or Black Rock shares in an equivalent amount.  It is unclear how
you
have determined that these actions would not be a tender offer.
Note
that a tender offer, among other things, would have to be made to
all
holders of the Obsidian shares, would have to be held open for at
least 20 days and would otherwise have to comply with Regulations
14D
and 14E.  Please supplementally provide your legal analysis why
this
does not constitute a tender offer, or revise the terms of the
Black
Rock`s proposed acquisition of additional shares to comply with
the
tender offer rules and to provide all of the information required
by
Item 1004(a)(1) of Regulation M-A and the remainder of Schedule
TO.
Note as well the requirement to file a Schedule TO upon the first
public announcement of the offer.  See Rule 14d-2 and General
Instruction D.3 to Schedule 13E-3.  You may combine your Schedule
13E-
3 with Schedule TO.  See General Instruction J to Schedule TO.

2. In providing your analysis in response to comment 1, please
tell us
how Black Rock will seek to obtain additional shares.  For
example,
how will Black Rock decide who it will purchase shares from, and
when
will Black Rock contact these persons? Will Black Rock have the
ability to modify the terms of the offer, including the offer
price
and period?  Will there be an escrow or other independent agent
that
will hold the shares until the desired amount is obtained?  What
will
you do if Black Rock is unable to obtain enough shares to increase
its
ownership to 90%?   Please note that we may have additional
comments
after reviewing your response.

3. Note that these purchases would be the first steps in a Rule
13E-3
transaction.  See Q&A No. 4 of Exchange Act Release No. 17719
(April
13, 1981).  As such, the Filing Persons must provide the
information
in the Schedule 13E-3 to any security holder from whom they wish
to
purchase Obsidian shares at least 30 days prior to the purchase.
See
General Instruction D.4 of Schedule 13E-3.  In addition, note that
the
Filing Persons must amend the 13E-3 to reflect any material
changes
and with respect to each step in the series of Rule 13E-3
transactions.  See General Instruction D.5. of Schedule 13E-3 and
Q&A
No. 15 in Exchange Act Release No. 17719.

4. To the extent that Black Rock will issue its shares in exchange
for
shares of Obsidian, please tell us supplementally what
consideration
you have given to registering the shares under the Securities Act.
We
may have additional comments upon review of your response.

5. Please provide the disclosure required under Item 5 of Schedule
13E-3. In this section describe all transactions between the
Filing
Persons and the company for the past two years as set forth in
Item
1005(a) of Regulation M-A. We note, for example, the loans to the
company from Fair Holdings. Also describe all meetings,
negotiations
and contacts among board members, management and/or third parties
relating to the current transaction.  Identify the participants
and
initiators of each meeting or contact and the date of each
meeting. We
note that the Filing Persons filed a 13D in March 2005.

6. Please clarify the role of the Special Committee in the
transaction. Identify the members of the Special Committee and
describe its formation and function and the analyses it performed.
Disclose whether the Special Committee hired its own counsel or
financial adviser, and if not, explain why.  Disclose whether the
committee considered conducting an auction or market test of the
value
of the company`s common stock, and whether this was communicated
to
the board.  If not, please explain why.  Clarify whether the
Special
Committee made any recommendation as to the transaction with the
Filing Persons.  If not, explain why.

Letter to stockholders of Obsidian Enterprises, Inc.

7. Please clarify here and in other applicable sections whether
security holders may elect to receive a combination of securities
and
cash for their Obsidian shares.

Summary Term Sheet, page 1

8. Please revise the term sheet to comply with Item 1001 of
Regulation
M-A. The disclosure is repetitive of disclosure in other sections.
Consider providing this information in question and answer format.
See
Release No. 33-7760, Final Rule: Regulation of Takeovers and
Security
Holder Communications, October 22, 1999.

9. Please describe the structure of the transaction in greater
detail.
For example:
* When do you expect to commence the solicitation?
* Disclose the offer period.
* Has the board approved the 13E-3 transaction?
* Identify whether the board is making a recommendation to the
unaffiliated shareholders as to whether or not to tender and, if
so,
describe.

10. Please summarize the conflicts of interest of the Filing
Persons.

11. You describe the positive, but not the negative, aspects of
the
transaction with respect to unaffiliated security holders. Please
revise to provide a more balanced summary.

12. Whenever separate groups of unaffiliated security holders are
treated differently, you must disclose separate fairness
determinations to address the fairness of this transaction to each
group of unaffiliated security holders.  In this case, we note
that
some security holder may have the opportunity to sell to Black
Rock
voluntarily, and others will be cashed out involuntarily in a
merger.
In addition, we note that certain security holders will be offered
the
option of receiving cash or stock, and other security holders are
only
offered cash in exchange for their Obsidian shares.  Revise the
document to provide separate fairness opinions with respect to
each of
these groups of unaffiliated security holders.  In doing so,
address
the fairness of the transaction to each group in light of the
transaction with the other group.  Where security holders may
choose
which form of consideration to receive, clarify whether the Filing
Persons have determined that each alternative, or only one
alternative, is fair.  See Q&A No. 19 in Exchange Act Release No.
17719.  Also clarify that the fairness opinion does not address
the
receipt of shares of Black Rock.

Description of the Transaction, page 5

13. Please provide an explanation of any material differences in
the
rights of security holders as a result of the transaction,
assuming
shareholders elect to receive Black Rock Acquisition common stock.
See
Item 1004 of Regulation M-A.

14. Please provide a description of the Black Rock Acquisition
common
stock that complies with Item 202 of Regulation S-K. See
instruction
to Item 1004(a) of Regulation M-A.

Special Factors, page 6

15. Revise the special factors section to provide the disclosure
required by Items 7, 8 and 9 of Schedule 13E-3 for each filing
person.
For example, you have not provided the information required by
Item
1013(c) of Regulation M-A with respect to each filing person.

Alternative Transaction Structures, page 6

16. Please explain why the Filing Persons did not wait for the
Special
Committee to make a determination or recommendation with respect
to
the benefits or detriments to Obsidian, or the fairness to
unaffiliated stockholders, of a going private transaction prior to
proceeding with the transaction.  In the section entitled
"Fairness of
the Transaction," explain what consideration the Filing Persons
gave
to the fact that they acted prior to any feedback from the Special
Committee.

17. Please discuss the alternatives in greater detail.  For
example,
did you consider a reverse stock split, issuer tender offer or a
sale
of Obsidian`s assets? Did you discuss alternatives with the board
and
special committee?  Explain why the transaction is being
undertaken at
this time as opposed to other times in Obsidian`s operating
history.
See Item 1013(b) and (c) of Regulation M-A.

Effects of the Transaction, page 7

18. Please describe the federal tax consequences of the
transaction
for each of the company, its affiliates and unaffiliated security
holders as required by Item 1013(d) of Regulation M-A.
19. Please provide the information required by the instructions to
Item 1013 of Regulation M-A, including quantification of the
benefits
and detriments and the effect in terms of both dollar amounts and
percentages in the net book value and net earnings of Obsidian.

Fairness of the Transaction, page 8

20. Discuss whether the Filing Persons considered the following in
determining that the transaction was fair to unaffiliated security
holders:
* loss of liquidity,
* lack of public information about Black Rock,
* federal income tax consequences,
* costs of the transaction, and
* the fact that the fairness opinion is based on analyses
performed on
the financial information of selected subsidiaries only, and not
on
the consolidated financial statements of the entire company.

21. Please specifically address the fairness of the transaction to
security holders who wish to retain their interest in the company
by
exchanging their Obsidian shares for Black Rock shares. For
example,
address the following:
* the company would incur debt and issue equity to finance the
transaction,
* the company would be limited in using Obsidian`s net operating
loss
carryforwards, and
* changes in management compensation.

22. Please discuss in greater detail why you believe that the
Black
Rock shares "are believed to be of reasonably equivalent value to
shares of Obsidian common stock."

23. We note your disclosure that the short form merger does not
require board approval; however, please disclose whether any other
aspect of the 13E-3 transaction was approved by a majority of non-
employee directors. See Item 1014(e) of Regulation M-A.  If so,
please
disclose if any director dissented to or abstained from voting on
the
Rule 13E-3 transaction. See Item 1014(a) of Regulation M-A.

24. Please address Obsidian`s liquidation value and historical
market
prices and identify why each of these values was considered
irrelevant
if dismissed in the fairness analysis. See Q&A 20 in Release 34-
17719,
April 13, 1981.  We note the company`s average price per share
over
the last 12 month period and that Obsidian`s common stock traded
as
high as $10.01 during that period.  Clarify how the Filing Persons
reached their substantive fairness determination in light of these
higher historical market prices.

25. Please describe in greater detail how the "Filing Persons`
interests conflict with and are adverse to the interests of the
unaffiliated stockholders."

26. In your discussion of  the procedural fairness to the
unaffiliated
security holders, please address the Filing Persons`
considerations of
the following:
* the fact that the financial adviser was engaged by the Filing
Persons, and not the company or the Special Committee,
* the analysis and information provided by the Special Committee,
* the fact that the Filing Persons determined to proceed with the
transaction prior to any recommendation by the Special Committee,
* the fact that approval of a majority of the unaffiliated
shareholders is not required,
* the fact that no independent representative for the unaffiliated
shareholders was engaged, and
* the fact that no auction or market test appears to have been
conducted to assure security holders that they are being offered
the
maximum consideration that an unaffiliated party might pay for the
company.

27. Please state whether or not a majority of directors who are
not
employees of the Obsidian has retained an unaffiliated
representative
to act on behalf of unaffiliated security holders for purposes of
the
transaction. See Item 1014(d) of Regulation M-A.

28. Revise to specifically address how each filing person reached
his
or her procedural fairness determination despite the absence of
each
procedural safeguard in Item 1014 of Regulation M-A.  See Q&A No.
21
in Exchange Act Release No. 17719 (April 13, 1981).

Intentions of Officers and Directors of Obsidian, page 10

29. Please state whether or not any executive officer, director or
affiliate of Obsidian (other than the Filing Persons) has made a
recommendation either in support of or opposed to the transaction
and
the reasons for the recommendation. See Item 1012(e) of Regulation
M-
A.  Note that if this statement is based on your belief, such
belief
must be based on your reasonable inquiry of these persons.

Reports, Opinions and Appraisals, page 10

30. Goelzer`s opinion does not specify to whom the payment of
$1.85 to
unaffiliated securities holders is fair.  The opinion and all
related
disclosure throughout the document should be revised to state, if
true, that the consideration is fair to the unaffiliated
stockholders.
If Goelzer means that the consideration is fair to someone other
than
the unaffiliated stockholders, you should make that clear and
clarify
what consideration each filing person gave to that fact in
reaching
its fairness determination.

31. Disclose that Goelzer has consented to use of the opinion in
the
document.

32. Please disclose the material projections provided by the CFO
of
Obsidian and the underlying assumptions.

33. Please disclose the basis for Goelzer`s assumption that the
financial forecasts relating to the company were reasonably
prepared
and reflected the best currently available information. Did it
make
this assumption at the direction or upon the representation of the
company or Filing Persons?

34. Please disclose and explain why Goelzer used March 31st
internal
numbers rather than April 30th reported financial information. We
note
the report was prepared on June 30th and April 30th information
was
publicly available.  Disclose whether the company`s auditors
reviewed
the March 31st financial information. Also disclose whether you
will
receive an updated opinion to take into consideration Obsidian`s
financial information for the quarter ended April 30th.

35. Please explain how you will address material changes in your
assumptions or projections that take place after the date of the
Goelzer opinion.

36. We note that Goelzer`s report contains internal numbers, which
are
classified so that there are discrepancies between internal and
audited numbers. Please describe what these classifications are,
whether the discrepancies are significant, and why audited numbers
were not used in Goelzer`s analysis.

37. Please describe the qualifications of Goelzer Investment
Banking,
the method of selection of Goelzer, any ma