SecProbe.io

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November 30, 2004

By Facsimile and U.S. Mail

Lawson M. Vicario, Esq.
Wyche Burgess Freeman & Parham, PA
PO Box 728
Greenville, SC 29602-0728

	Re:	RSI Holdings, Inc.
	      Draft Schedule 13E-3/TO-T, Amendment No. 1
      	Submitted by BCM Acquisition Corporation, Buck A. Mickel
      	Charles C. Mickel and Minor M. Shaw
      	Dated November 15, 2004

Dear Ms. Vicario,

	We have the following comments on the above-referenced
filing:

Offer to Purchase

Special Factors, page 9

	Background, page 9

1. We note your response to comment 3.  In addition, we note that
Mickel siblings are two of the five board members and controlled
The decision regarding which board members and members of management
will continue with the company after the transaction.  We also note
that the board, along with the Mickel siblings, began considering a
going private transaction in late 2003, as disclosed on page 9.
Absent further analysis from you, it appears that it appears that
the company is engaged in the transaction and should comply with Rule
13e-3.

2. If the filing persons are aware of the results of the financial
advisor`s September 28, 2004 opinion, please revise to disclose
the results.

   Purchaser`s Position Regarding the Fairness of the Offer, page
14

3. We note your response to comment 8.  Revise the background
section to disclose when the parties determined the amount of
consideration to offer and the process by which the parties made
this determination.  In doing so, please identify the persons
involved in this decision, who first suggested the amount of
consideration and when and the amount of consideration that was
first suggested.  If the amount changed over time, disclose the
negotiation process.  In addition, it appears that you should
disclose the letter sent by the Mickel siblings to the board on
August 13, 2004.

Exchange Act Registration, page 14

4. We note your response to comment 10.  Revise the document to
highlight and explain which Sections the company will rely on to
terminate their registration under Section 12(g) and 15(d), to
more fully explain the requirements upon which you rely.  For
example, you have not disclosed the asset requirement.  Furthermore,
clarify which requirements would cease immediately and which would
continue for 90 days after filing a Form 15.  Also explain how the
provisions upon which you rely to suspend your Section 15(d) reporting
requirements differ from the requirements of Rule 13e-3.  In addition,
please describe the implications of these differences, such as the
company`s duty to monitor the number of security holders and assets,
etc. Also, please revise this section and the section addressing the
effects of the offer to clarify the effect of the contemplated
back-end merger on the registration, which, it appears, will reduce the
number of shareholders below 300.

RSI Financial Projections, page 15

5. We note your response to comment 11.  Revise to disclose the
assumptions underlying the projections disclosed here and tell us
what consideration the filing persons have given to providing a
reconciliation of the projections to GAAP.  See Regulation G.

Certain Information Concerning RSI, page 26

6. We note your response to comment 21 and reissue the comment in
part.  You continue to state that the information from RSI "is
qualified in its entirety by reference [to publicly available
information]."

Conditions of the Offer, page 32

7. We reissue comment 27.  Please revise the last sentence of this
section to clarify that you may not assert these conditions once
the offer has expired.

State Takeover Laws, page 35

8. We note your response to comment 28.  Revise the document to
briefly explain the filing persons` ability to avoid the
application of the law by pricing the offer in accord with the
statute, and why the filing persons do not believe that option is
available or, alternatively, why they have not chosen to use that
option.  Also revise to clarify what effect this statute may have
on the tender offer, proposed merger and other transactions
contemplated in this document if it were interpreted against the
filing persons.  Please revise the summary term sheet and the
section addressing the effects of the offer to highlight this
uncertainty.

Fees and Expenses, page 36

9. We note from the disclosure added in response to comment 29
that RSI will incur $17,000 in financial advisor fees.  Please
clarify whether the financial advisor charged or will charge a fee
for its second opinion.

Schedule B - Security Ownership of Certain Beneficial Owners and
Management

10. We note your response to comment 31; however, it is unclear
how you have calculated the beneficial ownership of RSI shares held
by BCM and its control persons.  Please advise.

      Please respond to our comments by filing an amended Schedule
13E-3 and Schedule TO-C.  Please furnish a response letter, keying
your response to our comment letter.  You should transmit the
letter via EDGAR under the label "CORRESP."  In the even that you
believe that compliance with any of the above comments is inappropriate,
provide a basis for such belief to the staff in the response
letter. Please contact me at (202) 942-1881 if you have any questions.

Sincerely,

Abby Adams
Special Counsel
Office of Mergers and Acquisitions

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