SecProbe.io

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February 9, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Harley Ulster
Masonite International Corporation
1600 Britannia Road
Mississauga, Ontario, Canada
L4W 2J2

Re: 	Masonite International Corporation
Schedule 13E-3/A
File No. 005-43863

Dear Mr. Ulster:

      We have reviewed the draft supplemental materials that you
provided to us in response to our letter dated February 8, 2005.
We
have the following 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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not 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.

MANAGEMENT PROXY CIRCULAR

Comments applicable to your overall filing

1. Please provide us your analysis regarding whether the changes
made
to this document since it was last distributed to security holders
are material.  Tell us how you intend to inform security holders
of
the changes.

Background to and Fairness of the Arrangement, page 16

2. We reissue comment 2.  For each filing person who considered or
adopted the analysis of the financial advisor in making its
fairness
determination, revise the discussion of that filing persons`
fairness
determination to clarify what consideration the filing person gave
to
the fact that the financial advisor had been engaged and
compensated
by the acquiror in the past two years

Masonite`s Financial Models and Projections, page 27

3. We reissue comment 5.  We note the language retained in the
last
sentence of the paragraph.  If the projections are no longer
valid,
revise to disclose this fact and explain why the numbers should
not
be relied upon.  Otherwise, revise the last sentence to eliminate
the
disclaimer of responsibility.

Position of the Stile Affiliates as to Fairness, page 29

4. We reissue comment 6 in part, as you have not revised the Stile
Affiliates discussion of going concern value which was found on
page
31 of the Schedule 13E-3 filed February 4, 2005.  It is unclear
from
the discussion on that page:  1) the basis for the Stile
Affiliates`
beliefs regarding going concern value; and 2) what consideration
the
Stile Affiliates gave to going concern value in making their
fairness
determination.

*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
824-
5612 or, in his absence, Chris Edwards, Senior Staff Attorney, at
(202) 942-2842, Abby Adams, Special Counsel in the Office of
Mergers
and Acquisitions, at (202) 942-1881, or the undersigned at (202)
942-
1950 with any questions.

Sincerely,

Pamela A. Long
Assistant Director
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Harley Ulster
February 9, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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