SecProbe.io

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						October 6, 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.
Amendment No. 1 to Schedule 13E-3
Filed by the Filing Persons on September 16, 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 your response to prior comment 1. Please tell us the
number
of record holders of Obsidian shares held by persons other than
the
Filing Persons. We note that according to your Form 10-K for the
fiscal year ended 2004, you had 720 record holders.  We may have
further comments.

2. We note your response to prior comment 2. However, we did not
see
where you described whether Black Rock will have the ability to
modify
the terms of the offer, including the offer price. Please advise.

3. Please explain why the company did not file a Form 8-K for the
departure of John Schmidt. Please provide the disclosure required
by
Item 5.02 of Form 8-K in this filing. Specifically, explain if the
director resigned, was removed or refused to stand for re-election
to
the board because of a disagreement with the company or the Filing
Persons.

Special Factors, page 10
Background of the Transaction, page 10
4. Please identify the executive officer position held by Mr.
Whitesell at the time of the July 2004 discussions of taking
Obsidian
private with Mr. Durham.  We note that Mr. Durham is identified as
chairman of the board and chief executive officer on page 2.
5. Please identify the type of third party providers interviewed
by
Rich Snow, the Chief Financial Officer of Obsidian, July through
September 2004 regarding the costs associated with implementing a
compliance program to prepare for the implementation of Section
404 of
the Sarbanes-Oxley Act.
6. Please identify the various legal counsel referred to in this
disclosure, including, but not limited to, Obsidian`s legal
counsel
present at the October 1, 2004 meeting with the board of
directors,
counsel, and Mr. Snow; the legal counsel of the special committee
at
the February 10, 2005 conference call; and Mr. Durham`s legal
counsel
throughout March, April and May 2005.

7. We note your response to prior comment 6. Although we
understand
that Mr. Durham advised the special committee that he would not
vote
in favor of a sale or other change in control of the company,
please
clarify why the Special Committee did not hire its own financial
advisor or otherwise independently evaluate the fairness of the
transaction proposed by Mr. Durham. Disclose any negotiations
relating
to the potential going private transactions between the Special
Committee and any of the Filing Persons.
8. Please discuss how the proposed cash consideration of $1.85 per
share to be received by unaffiliated security holders in
connection
with the going private transaction was determined.  For example,
did
Mr. Durham present this as a possible price per share to Goelzer?
If
so, how was the price initially determined?  What factors were
considered?
9. In identifying the individuals responsible for proposing the
cash
consideration of $1.85 per share to be received by unaffiliated
security holders in connection with the going private transaction,
please address whether the value of the $23.5 million in net
operating
loss ("NOLs") carryforwards which could be carried forward and
applied
to future earnings was included in the analysis in order to give
credit to security holders for the value created by these NOLs.
We
note Goelzer`s consideration of the NOLs in its determination of
fairness, as described on page 27.
10. At any point did the Committee consider the value of the NOLs
in
its consideration of the proposed cash consideration of $1.85?  If
so,
please discuss the Committee`s consideration of these NOLs in
detail.
Did the Committee`s determination of NOLs comport with that of
Goelzer
to be $23.5 million?

11. We reissue prior comment 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 the transaction.

Effects of the Transaction, page 13
Effects of the Transaction on the Filing Persons, page 13
12. Because this statement is filed by an affiliate of the
company,
the description of the effects of the Rule 13e-3 transaction on
the
company`s affiliates must include, but not be limited to, the
effect
of the Rule 13e-3 transaction on the affiliate`s interest in the
net
book value and net earnings of the company in terms of both dollar
amounts and percentages.  Please See Instruction 3 to Item 1013 of
Regulation M-A.  We note your statement that "As a result of the
going
private transaction the Filing Persons . . . will increase their
interest in the net book value and net earnings of Obsidian."
13. Please address the effect of the benefit of the $23.5 million
NOLs
on the Filing Persons.  We note that Goelzer determined, during
the
course of its fairness evaluation that the NOL`s would be used up
over
the next five fiscal years, with income taxes not being incurred
until
fiscal year 2010.  This would appear to be a beneficial effect of
the
going private transaction on the affiliated security holders and
must
be discussed in detail.

Effects of the Transaction on the Black Rock Class, page 14
14. Please address the effect of the benefit of the $23.5 million
NOLs
on the members of the Black Rock Class who elect to sell their
shares
of Obsidian common stock to Black Rock Acquisition in exchange for
shares of Black Rock common stock or a combination of cash and
Black
Rock common stock.  As discussed above, we note that Goelzer
determined, during the course of its fairness evaluation, that the
NOL`s would be used up over the next five fiscal years, with
income
taxes not being incurred until fiscal year 2010.  This would
appear to
be a beneficial effect of the going private transaction on these
security holders and must be discussed in detail.

Effects of the Transaction  on the Minority Class, page 14
15.  Your description of the effects of the Rule 13e-3 transaction
on
the subject company, its affiliates and unaffiliated security
holders,
including the federal tax consequences, must include a reasonably
detailed description of both the benefits and detriments of the
transaction to the subject company, its affiliates and
unaffiliated
security holders. See Item 1013(d) of Regulation M-A. The benefits
and
detriments of the transaction must be quantified to the extent
practicable.  Please discuss the loss of participation in any
future
NOLs, an apparent detriment of the transaction to such
unaffiliated
security holders.  Such detriment should be quantified.

Purposes of and Reasons for the Transaction, page 16

16. Further, please disclose the time Obsidian`s Section 404
obligations under the Sarbanes-Oxley Act will come due in
describing
why the Filing Persons determined to pursue the going private
transaction at this time.
17. We note your response to prior comment 17. Please explain why
the
Filing Persons believe the company has value going forward that
cannot
be realized from a sale of Obsidian at this time.
18. Provide the basis for the Filing Persons` belief that
alternative
transaction structures, such as a long-form merger or a tender
offer
followed by a short-form merger would be "unnecessarily time
consuming
and costly, without providing any material advantages to the
public
stockholders of Obsidian."

Fairness of the Transaction, page 17
The Filing Persons believe that the consideration of $1.85 per
share
being offered is fair from a financial point of view to members of
the
Black Rock Class, page 18

19. We note your response to prior comment 24. Please disclose in
greater detail why the Filing Persons believe that the higher
trading
prices over the past two years should be discounted in determining
a
fair price. Disclose the range of prices over the past two years
and
the percentage discount that the Filing Persons used in
determining
that $1.85 is within the appropriately discounted range. Also
quantify
and provide the Filing Person`s analysis to support their belief
that
the lower prices are a trend. Please address these matters in your
discussion of fairness to security holders in the minority class
as
well.

The Filing Persons believe that the consideration of one share of
Black Rock common stock per share of Obsidian common stock is fair
from a financial point of view to members of the Black Rock Class,
page 18
20. Please discuss the Filing Persons` consideration of the fact
that
Obsidian will assume up to $255,000 in debt when it mergers with
Black
Rock Acquisition, a loan from Diamond Investments, LLC, a company
wholly-owned by Mr. Durham, and that as part of the reverse merger
of
Black Rock Acquisition with and into Obsidian, this debt will be
assumed by Obsidian.  Describe how this factor affected the Filing
Persons` fairness determination.  We note your reference to the
cash
loan, but believe that you should disclose the consideration of
such
issue in detail as a factor considered in determining fairness.
21. Provide the filing persons` detailed analysis of the reasons
why
it is appropriate to rely upon a valuation of Obsidian which
included
only those operations that are wholly-owned subsidiaries of
Obsidian,
while excluding the operating entities that are owned by related
parties and reported in the consolidated financial statements.
Was a
valuation of Obsidian which included all operations, including the
operating entities that are owned by related parties and reported
in
the consolidated financial statements performed?  If so, state the
value here.  If the filing persons wish to rely upon Goelzer`s
explanation for excluding these entities as discussed in the
fairness
opinion, the filing persons must expressly adopt the advisor`s
discussion of the factors.  See Q&A 20 in SEC Release 34-17719,
April
13, 1981.

The Filing Persons did not believe that liquidation value was  a
valid
factor in their analysis of the fairness of the transaction, page
21
22. Prior Comment 24.  State the negative book value here and
explain
how such value relates to the liquidation value, as security
holders
would receive it in the event of liquidation.  Did you determine
the
liquidation value?
23. The factors that are important in determining the fairness of
a
transaction to unaffiliated security holders and the weight, if
any,
that should be given to them in a particular context will vary.
Normally such factors will include, among others, those referred
to in
Instruction 2 of Item 1014 of Regulation M-A and whether the
consideration offered to unaffiliated security holders constitutes
fair value in relation to the listed factors.  Please provide your
analysis made with respect to each factor in your fairness
determination.  We note that you have addressed current and
historical
market prices.

The Filing Persons considered the fact that there is a lack of
procedural safeguards in place to protect the interest of the
Minority
Class, page 21
24. We note your response to prior comment 26, but cannot locate
where
you addressed the fact that the financial advisor was engaged by
the
Filing Persons and not by the company or the Special Committee.
Please address this issue accordingly.
25. Prior Comments 26 and 27.  Discuss in reasonable detail the
material factors upon which the belief as to the fairness of the
transaction to the unaffiliated security holders is based, and to
the
extent practicable, the weight assigned to each factor.  The
discussion must include an analysis of the extent, if any, to
which
the filing person`s beliefs are based on the factors described in
paragraphs (c), (d) and (e) of Item 1014 of Regulation M-A.  See
Item
1014(b) of Regulation M-A.  We note your statement of each item in
the
negative.  The absence of procedural safeguards is not
determinative
of whether the discussion should address such safeguards.  By
analogy,
please see Q&A 20 in SEC Release 34-17719, April 13, 1981,
addressing
the consideration of liquidation.  Further, we note your
representation that state law does not require such procedural
safeguards.  The lack of state requirement as to such procedural
safeguards does not relieve you of the requirements of Item 1014
of
Regulation M-A.  Please revise this disclosure accordingly.

The Filing Persons considered that fact that stockholders in the
Minority Class would not have the opportunity to benefit from the
future earnings or growth of Obsidian, page 22

26. State whether or not, in this consideration, the Filing
Persons
considered the fact that stockholders in the Minority Class will
not
have the opportunity to benefit from the use of NOLs specifically.

Fairness Opinion of Financial Advisor, page 22

27. We note your response to prior comment 32. Please present the
material projections in a tabular format so that they are easier
for
investors to read.

28. We note your response to prior comment 33. Please clarify
whether
Goelzer assumed, at the direction or the representation of the
Filing
Persons and/or management, that the financial forecasts were
reasonably prepared and reflected the best currently available
estimates and judgments of the Filing Persons and the company.

29. We note your response to prior comment 35. However, since July
31st reported numbers would appear to have been available at the
time
of the updated opinion, explain why Goelzer did not use the most
recently available information in their report dated September
14th.
Disclose whether you will receive an updated opinion to take into
consideration Obsidian`s financial information for the quarter
ended
July 31st.

30. Please note that each and every report, opinion and appraisal
received by the company or any affiliates from any third party
that is
materially related to this transaction constitutes a separate Item
1015 report that must be described in detail in the document and
filed
as an exhibit to Schedule 13E-3.  Please revise the schedule to
provide the summary required by Item 1015 of the analyses
underlying
the initial fairness opinion provided on June 30.  It appears that
the
appraisals that were provided to Goelzer for its use in rendering
its
fairness opinion would also constitute Item 1015 reports that
should
be described in the filing.  Your discussion should summarize this
information, not merely repeat all of the information contained in
the
opinion, board presentation or appraisals.  Please also file the
original opinion and appraisals, and any accompanying materials
that
were presented to the board as exhibits to Schedule 13e-3.

 Conclusion, page 34

31. We reissue prior comment 47. In this section, Annex A and
Exhibit
(c)(1), we note the limitation on reliance by shareholders in the
fairness opinion provided by Goelzer.  Please delete t