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CORRESPONDENCE

THE CAVER LAW
FIRM

ATTORNEYS AND COUNSELORS

			2724
      Routh Street

	Dallas, Texas

	75201

			Telephone

	214
    468-8868

			Facsimile

	214
    468-8867

			Email

	paul@caverlaw.com

Via Facsimile (202) 772-9209

May 2, 2005

U.S. Securities and Exchange Commission

Attn: Ms. Charito Mittelman

Washington, D.C. 20549

            Re:       Preliminary Proxy Statement
of Home Solutions of America, Inc.

filed
on April 21, 2005

Dear Ms. Mittelman:

As I promised
during our telephone conversation last Friday morning, this letter summarizes
the position of Home Solutions of America, Inc. (the "Company") with regard to the
Company's preliminary proxy statement (the "PREM14A") that was filed with the
Commission on April 21, 2005.

1.         The
PREM14A complied with Regulation 14A, and the instructions to Schedule 14A,
because the Company is not required to seek the approval of its stockholders in
connection with the acquisition of Cornerstone Building and Remodeling, Inc.
("Cornerstone") for any reason other than Section 712 of the American Stock
Exchange Company Guide ("Section 712").

            The Commission has indicated that it believes the PREM14A to
be deficient, due to the lack of financial statements of Cornerstone and other
disclosures required by items 11, 13, and 14 of Schedule 14A.  The Commission
has pointed to Instruction A of Schedule 14A, especially the example cited therein,
which instruction is almost impossible to decipher without the example provided.
The example in Instruction A cites a solicitation to approve the authorization
of additional securities that will be used to acquire another company, and if
the stockholders will not have another opportunity to approve the acquisition,
the solicitation to authorize the securities is deemed to be a solicitation
with respect to the acquisition as well, and the information required by Items
11, 13, and 14 must be furnished.

U.S. Securities and Exchange Commission

May 2, 2005

Page 2

The
Company's situation can easily be distinguished from the example given in
Instruction A, however.  Nothing under Delaware law, or in the Company's
certificate of incorporation or bylaws, requires the approval of the Company's
stockholders for the Cornerstone acquisition.  Under the example, presumably
the acquisition could not be closed form a legal perspective until the
additional securities were authorized by the hypothetical company's
stockholders.  The Cornerstone acquisition, however, was successfully closed on
 March 31, 2005, and no additional securities were required to be authorized,
or any other matter requiring the approval of the Company's stockholders, in
order to consummate the Cornerstone acquisition.  Under Section 712, however, "approval
of shareholders is required.as a prerequisite to approval of applications to
list additional shares to be issued" in connection with an acquisition in certain
circumstances.  This is the SOLE reason that the 2nd proposal
regarding the ratification of the Cornerstone acquisition was included in the
PREM14A-in order for the Company to list the shares issued in the Cornerstone
acquisition on the American Stock Exchange at a later time.  If the Company had
paid more of the total consideration for Cornerstone in a form other than its
common stock, such as by increasing the promissory notes or cash paid in the
transaction, or if the Company's common stock was not traded on the American
Stock Exchange, Cornerstone would not have been mentioned at all in the
PREM14A.  However, in order to comply with an ambiguous American Stock Exchange
regulation (note that, due to Section 712 being written in a passive voice, it is
impossible to determine exactly what the shareholders are supposed to
approve-is it the underlying acquisition, or the securities to be issued in the
acquisition, or the listing application for the securities to be issued, or
what?), the Company included a proposal in the PREM14A to ratify the
Cornerstone acquisition, because, if all stock issuances related to the
Cornerstone acquisition were aggregated, such issuances would exceed 20% of the
number of shares of the Company's common stock that were outstanding prior to
the Cornerstone acquisition, which would trigger some type of shareholder
approval under Section 712.  Instruction A of Schedule 14A should not require,
or at least was surely never intended to require, full-blown
acquisition-related disclosures for a solicitation to ratify an acquisition
that closed months before the stockholders' meeting, which is only being presented
to the stockholders in order to comply with an ambiguous administrative rule of
a stock exchange.

If,
as the Company is arguing, the solicitation of the Company's stockholders to
ratify the Cornerstone acquisition in the PREM14A was for administrative rather
than substantive reasons, why did the Company file a PREM14A and pay a filing
fee as if the PREM14A was an acquisition-related proxy?  Because a different
rule applies--Rule 14a-6(i)(1) of Regulation 14A requires a fee to be paid at
the time of filing the proxy solicitation material "for preliminary proxy material
involving acquisitions, mergers.."  The Company, under advice of counsel,
determined that, even though the PREM14A was not seeking substantive stockholder
approval of an acquisition, Rule 14a-6(i)(1) was worded in a broader manner,
and the 2nd Proposal regarding Cornerstone in the PREM14A did
"involve" an acquisition.  The Company was, therefore, taking consistent
positions with its interpretations of Regulation 14A, and fully complying with such
regulation, in the manner that it drafted and filed its PREM14A.

2.         The
Company's stockholders will receive substantially all of the information that
would be required by Items 11, 13 and 14 of Schedule 14A prior to the
stockholders' meeting.

In order to comply with the requirements of Form 8-K, the Company must file the
audited financial statements of Cornerstone and certain pro forma financial
information within two months of the closing of the Cornerstone transaction.
The PREM14A urges all stockholders to read the Form 8-K filed on April 6, 2005,
and the to-be-filed Form 8-K/A with the audited financial statements of
Cornerstone, prior to voting their shares at the stockholders' meeting.  In
effect, the Company has incorporated the 8-K/A by reference into its PREM14A,
which follows the spirit of SEC Telephone Interpretation § 9026.  Also,
note the flexibility indicated by the instruction of Item 13 of Schedule 14A,
which allows for the omission of any disclosures "not material for the exercise
of prudent judgment in regard to the matter to be acted upon."  Therefore,
prior to the stockholders' vote, the Company's stockholders will receive the
substantive information required by Items 11, 13, and 14, or at least all
information required for the exercise of prudent judgment with regard to the
solicitation regarding Cornerstone, and the Company should not be required to
bear the additional time and expense of seeking a separate solicitation of its
stockholders for the Cornerstone acquisition after the 8-K/A and audited
financial statements are filed.

U.S. Securities and Exchange Commission

May 2, 2005

Page 3

            Conclusion:
Although the Company certainly recognizes the similarity of the facts of the
proposed solicitation in the PREM14A regarding the Cornerstone acquisition and the
example provided in Instruction A to Schedule 14A, the Company believes that
the PREM14A was complete, and complied with Regulation 14A in all material
respects, and the Company respectfully requests that the Commission reconsider
the comment it has raised in its limited review of the PREM14A, and allow the
Company to file a definitive proxy statement in substantially the same form as
the PREM14A.  It would be a disservice to the Company and its stockholders to
require the Company to seek a separate solicitation of its stockholder after
the Cornerstone audit is completed, based on the facts and circumstances provided
herein.

Representations
of the Company:  On behalf of the Company, the undersigned hereby
acknowledges, on behalf of the Company, that:

	        should the Commission or the Staff, acting pursuant to delegated authority,
declare the Company's definitive proxy statement (the "Filing") effective, it
does not foreclose the Commission from taking any action with respect to the
Filing;

	        the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
Filing; and

	        the Company may not assert this action as a defense in any proceeding initiated
by he Commission or any person under the federal securities laws of the United States.

The Company has been advised
that the Division of Enforcement has access to all information that the Company
has or will provide to the staff of the Division of Corporation Finance.

U.S. Securities and Exchange Commission

May 2, 2005

Page 4

Respectfully submitted,

/s/ J. PAUL CAVER

J. Paul Caver

Attorney
for Home Solutions of America, Inc.

cc:        Frank J. Fradella, Chief Executive
Officer - Home Solutions of America, Inc.

            Rick J. O'Brien, Chief Financial Officer -
Home Solutions of America, Inc.