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October 31, 2005

Writer's Direct Number: (317) 236-2289

Direct Fax: (317) 592-4666

Internet: Stephen.Hackman@icemiller.com

VIA EDGAR AND COURIER

Pamela
A. Long, Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 7010 Washington, D.C. 20549-7010

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
Ms. Long:

        On
behalf of our client, Obsidian Enterprises, Inc. (the "Company"), this letter responds to the Staff's comments on the above-referenced filing ("Amendment No. 1")
provided to Timothy S. Durham by letter dated October 6, 2005. For your convenience, the subheadings and order of responses set forth below correspond with the subheadings and order set
forth in the Staff's comment letter. The Staff's comments are in bold. Also enclosed are three copies of Amendment No. 2 to Schedule 13E-3 ("Amendment No. 2") marked
to show changes from Amendment No. 1. Unless otherwise noted below, the Staff's comments have been addressed in Amendment No. 2. The page numbers in our responses refer to the respective
pages of Amendment No. 2. Capitalized terms
used in this letter have the meanings ascribed thereto in Amendment No. 2, unless otherwise defined herein.

Form 13E-3/A filed September 16, 2005

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.

As
of October 7, 2005, the Company had 707 shareholders of record. Excluding the Filing Persons, that number is 699. The Black Rock Class is comprised of approximately seven shareholders.

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.

The
Filing Persons supplementally advise the Staff that they reserve the right to modify the terms of the transaction, including the offer price. If there is any material modification of the terms of
the transaction, including but not limited to a change in price, the Filing Persons will promptly amend the Schedule 13E-3 and promptly disseminate discloure of such change in a manner reasonably
calculated to inform Obsidian's shareholders. Amendment No. 2 has been revised in "Questions and Answers About the Going Private Transaction" on page 3 and under a new subheading
"Material Modification to Terms of the Transaction" under "Description of the Transaction" on page 43 to disclose this information.

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.

The
failure to file a Form 8-K disclosing the resignation of John Schmidt was an oversight by the Company. The Company filed a Form 8-K on
October 13, 2005 with the required information. The fact that Mr. Schmidt resigned on June 21, 2005 and the reasons for his resignation have been disclosed on page 11 of
Amendment No. 2.

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.

Amendment
No. 2 has been revised on page 10 to disclose that Mr. Whitesell was the President and Chief Operating Officer of Obsidian in July 2004. The Filing Persons
supplementally advise the Staff that Mr. Whitesell has held that position since 2001.

5.Please identify the type of third party providers interviewed by Rick 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.

Amendment
No. 2 has been modified on page 10 to disclose that Mr. Snow interviewed two risk management consulting firms and two independent public accounting firms regarding the
costs associated with implementing a Section 404 compliance program.

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.

Amendment
No. 2 has been revised on pages 10 through 13 to identify the legal counsel present at the above referenced meetings.

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.

The
Filing Persons supplementally advise the Staff that there have been no negotiations or further discussion between any of the Filing Persons and the special committee since the February 10,
2004 conference call. Amendment No. 2 has been revised on page 11 and elsewhere to clarify that the special committee has taken no further action on any matter since that time and will
not take any further action unless the Filing Persons are unable to acquire 90% of the outstanding shares of Obsidian common stock, and Obsidian's board of directors determines to reconsider a going
private transaction.

Amendment
No. 2 has also been revised on page 11 to provide additional clarifying disclosure regarding the deliberations of the special committee and its determination to suspend its
activities pending the result of the Filing Persons' efforts to effect the proposed going forward transaction.

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?

Amendment
No. 2 has been revised on pages 12 and 13 to disclose that the proposed cash consideration of $1.85 per share was set by Mr. Durham and Mr. Whitesell following
their receipt on June 30, 2005 of Goelzer Investment Banking's valuation analysis which stated that, in Goelzer's opinion, the fair value of one share of Obsidian common stock was $1.82. After
considering Goelzer's valuation analysis and the recent trading history of Obsidian's common stock,

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Mr. Durham
and Mr. Whitesell determined a per share price of $1.85 to be offered in the going private transaction. In addition, Goelzer's fairness opinion dated September 14,
2005, stated that the fair value of Obsidian common stock was $1.85 per share. Based upon this revised valuation, Mr. Durham and Mr. Whitesell believed it was reasonable to keep the per
share consideration at $1.85.

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.

The
Filing Persons supplementally advise the Staff that the NOLs were considered by Messrs. Durham and Whitesell when the cash consideration was established only to the extent that the NOLs
were considered in Goelzer's valuation analysis. Since Mr. Durham and Mr. Whitesell did not separately consider any of the individual factors relied upon by Goelzer in its valuation
analysis, it would seem to be misleading to specifically address any single factor (such as the NOLs). Amendment No. 1 has been revised on page 13 to disclose that the price was
determined by Mr. Durham and Mr. Whitesell in reliance upon Goelzer's valuation and recent trading prices.

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?

The
Filing Persons supplementally advise the Staff that the committee was not formed to consider the transaction proposed by the Filing Persons and, for that reason, had no occasion to consider the
value of the NOLs. Amendment No. 2 has been revised to clarify the nature of the Special Committee's operations and that the Special Committee has not considered any aspect of the going private
transaction proposed by the Filing Persons.

11.We reissue prior comment 16. Please explain why the Filing Person 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.

Amendment
No. 2 has been revised to disclose on page 11 that the Special Committee was not formed to consider the transaction proposed by the Filing Persons, but instead to determine whether a
going private transaction was in the best interests of Obsidian, the form of the transaction, if any, that Obsidian should utilize in order to accomplish a going private transaction and the
consideration to be paid in such a transaction. Additionally, Amendment No. 2 has been revised on page 12 to disclose that, because the special committee had been formed to review a going private
transaction by Obsidian (and not an independent transaction by the Filing Persons or any other third party), the legal structure of the transaction proposed by the Filing Persons did not require any
action by the special committee and the Filing Persons intended to retain an independent financial advisor to perform a valuation of Obsidian's common stock and to set the price to be paid to
unaffiliated stockholders at or above the value determined by the valuation analysis, the Filing Persons did not believe the special committee's review of the transaction was necessary.

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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."

Amendment
No. 2 has been revised on page 15 to provide the effect of the transaction on the interest of the Filing Persons in the net book value and net earnings of Obsidian in terms of
both dollar amounts and percentages.

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.

Amendment
No. 2 has been revised on page 15 to disclose that the Filing Persons will benefit from Obsidian's ability, if any, to use NOLs to reduce future taxable income.

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.

Amendment
No. 2 has been revised on page 15 to disclose that, like the Filing Persons, members of the Black Rock Class who elect to remain shareholders of Obsidian will benefit from Obsidian's
ability, if any, to use NOLs to reduce future taxable income. If all of the members of the Black Rock Class elect to remain shareholders of Obsidian, they will hold a total of 12.79% of the
outstanding shares of the private company and will have a 12.79% interest in the private company's net income.

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.

Amendment
No. 2 has been revised on page 16 to disclose that members of the Minority Class, as part of the loss of their interest in the future net income of Obsidian, will lose the
ability to benefit from Obsidian's ability, if any, to use NOLs to offset income taxes on future taxable income.

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The
Filing Persons do not believe that it is possible to reasonably quantify the loss of this potential benefit to the Minority Class for two primary reasons. First, if Obsidian were to remain public,
it is possible that Obsidian's earnings would be less than projected by the Filing Persons and that Obsidian would not have taxable income in the years prior to the expiration of the NOLs. Second, in
the event that Obsidian did have taxable income as a public company and was able to benefit from the use of the NOLs, stockholders in the Minority Class would only benefit to the extent that an
increase in Obsidian's net income resulted in an increase in the trading prices of Obsidian common stock. Since Obsidian's common stock is thinly traded and since 77.29% is held by affiliates of
Obsidian, it is difficult, if not impossible, to predict whether any increase in the stock price would result and, therefore, the amount of any benefit to the Minority Class in the absence of a going
private transaction.

Purposes of and Reasons