SecProbe.io

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[Weil, Gotshal & Manges LLP Letterhead]

                                January 31, 2005

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn:  Ms. Pamela A. Long

                  RE: BUILDING MATERIALS CORPORATION OF AMERICA
                       REGISTRATION STATEMENT ON FORM S-4
                                     FILE NO. 333-119608

Dear Ms. Long:

                  On behalf of our clients, Building Materials Corporation of
America and the additional registrants of the Registration Statement (as defined
below) (collectively, the "Company"), we are transmitting herewith via the EDGAR
system for filing with the Commission Amendment No. 2 (the "Amendment") to the
Registration Statement on Form S-4 (the "Registration Statement") of the Company
(File No. 333-119608, together with exhibits thereto).

                  Set forth below in bold are each of the comments in the
Staff's letter of December 17, 2004. Immediately following each of the Staff's
comment is the Company's response to that comment, including where applicable, a
cross-reference to the location of changes made in response to the Staff's
comment. For your convenience, each of the numbered paragraphs below corresponds
to the numbered comment in the Staff's comment letter and includes the caption
used in the comment letter.

GENERAL

         1.       WE NOTE YOUR RESPONSE TO PRIOR COMMENT 4. SINCE GAF FIBERGLASS
                  IS NOT AN ADDITIONAL REGISTRANT, PLEASE WITHDRAW THE
                  REGISTRATION STATEMENT FOR THIS SUBSIDIARY ONLY. PLEASE
                  CONTACT THE EDGAR FILE SUPPORT OFFICE (202-942-8900) IF YOU
                  HAVE ANY QUESTIONS.

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WEIL, GOTSHAL & MANGES LLP

January 31, 2005
Page 2

                  GAF Fiberglass Corporation has filed a request to withdraw the
Registration Statement.

PROSPECTUS SUMMARY, PAGES 1-5

         2.       WE REISSUE PRIOR COMMENT 12. IN THE SUMMARY, YOU ARE TO
                  CAREFULLY CONSIDER AND IDENTIFY THOSE ASPECTS OF THE OFFERING
                  THAT ARE THE MOST SIGNIFICANT AND DETERMINE HOW TO BEST
                  HIGHLIGHT THOSE POINTS IN CLEAR, PLAIN LANGUAGE. THE SUMMARY
                  SHOULD NOT INCLUDE LENGTHY DESCRIPTIONS OF YOUR INDUSTRY,
                  COMPETITIVE STRENGTHS, AND BUSINESS STRATEGIES. PLEASE REVISE.
                  IF YOU WANT TO HIGHLIGHT KEY ASPECTS OF YOUR BUSINESS,
                  CONSIDER LISTING THESE IN A BULLET-POINT FORMAT, WITH ONE
                  SENTENCE PER BULLET POINT, AND BALANCE THIS INFORMATION WITH
                  APPROPRIATE RISK FACTOR DISCLOSURE. SEE ITEM 503(A) OF
                  REGULATION S-K AND PART IV.C OF RELEASE NO. 33-7497.

                  The Company has complied with the Staff's comment by deleting
                  the disclosure on Industry, Competitive Strengths and Business
                  Strategies from the Summary and moving that disclosure to the
                  Business section. See pages 2, 53, 54, 55 and 56.

RISK FACTORS, PAGES 17-24

         3.       WE REISSUE PRIOR COMMENT 15. PLEASE ALSO AVOID LANGUAGE IN
                  RISK FACTORS LIKE "DETRIMENTALLY AFFECT" OR "SIGNIFICANT
                  DETRIMENTAL EFFECT."

                  The Company has complied with the Staff's comment by revising
                  all of the references to "detrimentally affect," "significant
                  detrimental effect," "adversely affect," "materially affect"
                  or "material adverse effect" to more precisely set forth the
                  impact of the appropriate risk. See pages 15, 18, 19 and 20.

         4.       WE REISSUE PRIOR COMMENT 16.

                  The Company has complied with the Staff's comment by deleting
                  all of the references to "there can be no assurance" or "we
                  cannot assure" and inserting more appropriate language. See
                  pages 14, 15, 19 and 20.

         WE MAY BE FORCED TO CONTRIBUTE ASSETS. . . .PAGE 17

         5.       WE REISSUE PRIOR COMMENT 18.

                  The Company has complied with the Staff's comment by revising
                  the requested disclosure to indicate that claimants generally
                  have not sought a specific amount of damages. See page 15. The
                  Company continues to believe that attempting to

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WEIL, GOTSHAL & MANGES LLP

January 31, 2005
Page 3

                  identify the damages sought in those complaints that specified
                  damages is unnecessary and potentially misleading disclosure.
                  The Company notes that prior to the G-I Holdings bankruptcy
                  case that was filed in 2001 (and effectively enjoined all
                  asbestos cases), there were approximately 171,000
                  asbestos-related cases and most of the complaints did not seek
                  a specific amount of damages. The Company did not track the
                  damages sought in those complaints because it did not, and
                  does not believe the amount of damages sought in those cases
                  was relevant to the liability that it could incur if it is
                  ultimately determined to have asbestos liability. As we have
                  disclosed in the risk factor on page 15, if the Company is
                  held liable for the asbestos liability of G-I Holdings, it
                  would divert a material amount of its cash flow to attempt to
                  satisfy those claims and the Company may not be able to pay
                  the principal and interest on the notes. We believe that this
                  disclosure is the disclosure that is material to investors
                  instead of trying to identify the amount of damages sought in
                  the complaints that identified a damage amount.

MD&A - LIQUIDITY AND FINANCIAL CONDITION, PAGES 44-47

         6.       WE NOTE YOUR RESPONSE TO PRIOR COMMENTS 31 AND 32. WE ALSO
                  NOTE THAT YOU HAVE NEGATIVE CASH FLOWS FROM OPERATIONS FOR THE
                  NINE MONTHS ENDED OCTOBER 3, 2004 AND SEPTEMBER 28, 2003.
                  PLEASE CLARIFY IF YOU INTEND TO RELY ON EXTERNAL FINANCING AND
                  CASH ON HAND IN ORDER TO MEET YOUR CASH REQUIREMENTS AND
                  MAINTAIN OPERATIONS OVER THE SHORT AND LONG TERM. ALSO PROVIDE
                  YOUR ASSESSMENT OF WHETHER THIS FINANCING WILL CONTINUE TO BE
                  AVAILABLE, AND ON WHAT TERMS.

                  The Company has complied with the Staff's comment by adding
                  the requested disclosure. See page 41.

LEGAL PROCEEDINGS, PAGE 60

         7.       WE REISSUE PRIOR COMMENT 40. QUANTIFY THE DAMAGES SOUGHT IN
                  THE COMPLAINTS THAT DO PROVIDE SUCH SPECIFIC INFORMATION.

                  The Company has complied with the Staff's comment by revising
                  the requested disclosure to indicate that most complaints do
                  not seek a specific amount of damages. See pages 60 to 63.
                  Please see our response to Comment 5 above, which is also
                  applicable to this Comment. We have also added to the
                  disclosure of the asbestos proceedings on page 60 the language
                  from the risk factor on page 15 regarding the consequences to
                  the Company if the Company is ultimately determined to be
                  responsible for G-I Holdings asbestos liability.

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WEIL, GOTSHAL & MANGES LLP

January 31, 2005
Page 4

EXHIBITS

         8.       IN EXHIBIT 5.1, WHERE COUNSEL REFERS TO THE CORPORATE LAWS OF
                  THE STATE OF DELAWARE, COUNSEL SHOULD CONFIRM SUPPLEMENTALLY
                  THAT IT DOES NOT INTEND TO EXCLUDE THE DELAWARE CONSTITUTION
                  AND REPORTED JUDICIAL DECISIONS INTERPRETING THESE LAWS.
                  COUNSEL SHOULD FILE THIS CORRESPONDENCE ON EDGAR, AS IT WILL
                  BE A PART OF THE COMMISSION'S OFFICIAL FILE REGARDING THIS
                  REGISTRATION STATEMENT. SEE SECTION VII.A.14 OF OUR NOVEMBER
                  14, 2000 CURRENT ISSUES OUTLINE.

                  We supplementally confirm that where we refer to the corporate
                  laws of the State of Delaware in the Exhibit 5.1 opinion, we
                  do not intend to exclude the Delaware Constitution and
                  reported judicial decisions interpreting its laws.

         9.       WE NOTE YOUR RESPONSE TO PRIOR COMMENT NUMBER 50. IT APPEARS
                  THAT THE LONG-TERM REQUIREMENTS CONTRACT WITH ISP IS WITH AN
                  AFFILIATE AND SHOULD BE FILED PURSUANT TO ITEM
                  601(b)(10)(II)(A).

                  The Company disagrees with the Staff's position that its
                  supply agreement with ISP Minerals Inc. is required to be
                  filed pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K.
                  Item 601(b)(10)(ii)(A) provides for the filing of a material
                  ". . . contract to which directors, officers, promoters,
                  voting trustees, security holders named in the registration
                  statement or report, or underwriters are parties other than
                  contracts involving only the purchase or sale of current
                  assets having a determinable market price, at such market
                  price." ISP is an affiliate of the Company, and Item
                  601(b)(10)(ii)(A) does not use the term "affiliates" in its
                  description of material contracts that need to be filed. The
                  rule uses the term "security holders." "Affiliates" and
                  "security holders" are not synonymous and are distinguished
                  from one another in several instances in the securities laws.
                  For example, Rule 144(a)(1) defines "affiliate of an issuer"
                  as a "person that directly, or indirectly through one or more
                  intermediaries, controls, or is controlled by, or is under
                  common control with, such issuer." Rule 144 sets forth
                  additional restrictions on the sale of securities under
                  certain circumstances by affiliates versus such sales by
                  ordinary security holders, and although the Company and ISP
                  are affiliates, ISP is not a security holder of the Company.
                  Furthermore, Mr. Heyman is not an officer or director of ISP
                  Minerals Inc. or the Company, which are the actual parties to
                  the supply agreement. In fact, the Company and ISP Minerals
                  Inc. are separate entities, having separate management,
                  separate boards of directors, sales staff, payroll systems,
                  benefit plans and the like. The only nexus for the Company and
                  ISP Minerals Inc. as affiliates is that ISP, which is the
                  parent of ISP Minerals Inc., and the Company are each
                  beneficially owned, as defined in Rule 13d-3, by Mr. Heyman.
                  Otherwise, there is no relationship between the two companies.
                  As a result, the Company does not believe that the supply
                  agreement is required to be filed.

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WEIL, GOTSHAL & MANGES LLP

January 31, 2005
Page 5

                  The legislative history of Item 601 also supports a
                  distinction between affiliates and security holders.
                  Regulation S-K was created to serve as a single, uniform
                  source of disclosure requirements for all registration forms
                  under the 1933 Act and periodic reports and registration
                  statements under the 1934 Act. The provisions of clauses
                  (ii)(A) and (ii)(B) of Item 601(b)(10) have their genesis in
                  and are identical in substance (albeit not in form) to the
                  language of the corresponding Form S-1 exhibit filing
                  requirement adopted in 1955 as part of an overall revision of
                  all of the then existing exhibit requirements. SEE SEC Release
                  No. 33-3540, dated April 27, 1955 (proposing these revisions).
                  The language that pre-dated and was superseded by the 1955
                  revision (and is set forth in SEC Release No. 33-3406, dated
                  January 25, 1951), stated that:

                           If the contract is such as ordinarily accompanies the
                           kind of business conducted by the registrant and its
                           subsidiaries, it is made in the ordinary course of
                           business unless the amount involved in the contract
                           in proportion to the total assets and volume of
                           business of the registrant and its subsidiaries, the
                           duration of the contract and the party with whom
                           contracted, are such as to make it of an
                           extraordinary nature. Without limiting the generality
                           of the foregoing, the following contracts made with
                           parties other than voting trustees, directors,
                           officers, promoters, underwriters, principal holders
                           of equity securities or AFFILIATES [emphasis added]
                           are deemed to have been made in the ordinary course
                           of business and need not be filed.

                  Thus, the 1951 Release included the requirement to file
                  ordinary course contracts with affiliates. Four years later,
                  however, in SEC Release 33-3540 (Apr. 27, 1955), the
                  requirement with respect to affiliates was removed. The
                  language of Release 33-3540 mirrors what is currently Item
                  601(b)(10)(ii)(A) and does NOT include the requirement to file
                  ordinary course affiliate contracts. Accordingly, the Company
                  believes the term "affiliates" was intentionally omitted from
                  the rule and ordinary course affiliate contracts need not be
                  filed.

                  In addition, it is worth noting that both the Company and ISP
                  have undergone several SEC Staff reviews since 1994 and have
                  never been required to file the ISP supply agreement. For
                  example, ISP was reviewed in 2000 where ISP's treatment

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WEIL, GOTSHAL & MANGES LLP

January 31, 2005
Page 6

                  of the supply agreement was accepted. The Company was most
                  recently reviewed in 2001. Accordingly, we reiterate our
                  previous response to Comment 50 that, although the supply
                  agreement may be material to the Company, it is a contract
                  made in the ordinary course of business, and the Company does
                  not believe that any provision of Item 601 would require it to
                  be filed.

ACCOUNTING COMMENTS TO FORM 10-K FYE 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CASH AND CASH EQUIVALENTS

         10.      PLEASE TELL US HOW THE DEBT SECURITIES PURCHASED WITH ORIGINAL
                  MATURITIES OF SIX MONTHS OR LESS QUALIFY AS CASH EQUIVALENTS
                  UNDER SFAS 95 PARAGRAPH 8.

                  The Company acknowledges the Staff's comment and will modify
                  the disclosure in future periodic report