SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                      September 16, 2009

By U.S. mail and facsimile to (616) 364-5558

Mr. Michael R. Cole, Chief Financial Officer Universal Forest Products, Inc. 2801 East Beltline, N.E. Grand Rapids, MI 49525
 RE: Universal Forest Products, Inc.
  Form 10-K for the fiscal year ended December 27, 2008
  Filed February 25, 2009
  Definitive Proxy Statement on  Schedule 14A filed March 6, 2009
  File No. 0-22684

Dear Mr. Cole:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.
 Form 10-K for the fiscal year ended December 27, 2008

 Signatures, page 17

1.   We note that your principal executive o fficer and your principal financial officer
have signed the annual report on Form 10-K on behalf of the registrant, but they
do not appear to have signed individua lly in their respective capacities as your
principal executive officer and principal financial officer.  In addition, your
annual report on Form 10-K has not been  signed by anyone in the capacity of
principal accounting officer.  If you do not ha ve an officer who holds the titles of
controller or principal accounting officer , the person who has responsibility for

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 2
these functions (e.g., your chief financia l officer) should sign the annual report
and be designated on the signature page as your principal accounting officer.  In
future filings, please ensure that your fili ngs are properly executed.  Please refer
to General Instruction D(2)(a) of Form 10-K and the signature page section of
Form 10-K.
 Exhibit Index, page E-1

2.   We note that you have omitted the sc hedules and exhibits to the following
exhibits:

• Exhibit (i)(4) (Series 2004-A, Cred it Agreement dated December 20, 2004);

• Exhibit (i)(5) (First Amendment date d February 12, 2007 relating to Series
2004-A, Credit Agreement dated December 20, 2004); and

• Exhibit (j)(2) (Series 2002-A, Senior  Note Agreement dated December 18,
2002).

As there does not appear to be a valid basis for omitting these schedules and exhibits, please file them with your ne xt periodic report or, if you prefer, you may
use a current report on Form 8-K instead.

Annual Report

 Management’s Discussion and Analysis, page 3

3.   We understand from the transcript of the second quarter 2009 conference call that
management tracks the performance of its pl ants, whereby if a plant is costing the
Company cash, the Company puts them on notice and if there are no improvements, the plant will be close d.  Section 501.12.b.3 of the FRC and Item
303(a)(3)(ii) of Regulation S-K require s the disclosure of known trends,
uncertainties or other factors that will re sult in, or are reas onably likely to result
in, any material impairment charges in future periods.  Such disclosure should
identify the negative factors that may im pact asset recoverability.  Since these
plants are apparently experiencing a negative cash position, in future filings please disclose in MD&A the carrying value of the assets associated with these plants that are “on notice” so readers can understand th e assets at risk.
 A. Summary of Significant A ccounting Policies, page 28

4.   We note the Exhibit 21 and your disc losure herein that you consolidate 50%
owned entities over which you exercise contro l.  Please quantify for us the impact

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 3
that such consolidation ha s on total assets, total liabilities and revenues for the
periods presented.

Definitive Proxy Statement Filed March 6, 2009

 Executive Compensation, page 15

 Compensation Discussion and Analysis, page 15

 Compensation Program Components, page 16

 Base Salaries, page 16

5.   We note that you use survey data about compensation practices at other
companies in connection with the process of setting compensation for your named
executive officers.  This process appear s to constitute benchmarking for purposes
of Item 402(b)(2)(xiv) of Regulation S-K.  With a view toward future disclosure,
please tell us what impact the survey data had on your compensation decisions for
the most recently completed fiscal year.  In doing so, please cl arify the extent to
which your compensation decisions are deri ved from or based on a comparison to
peer companies, being sure to identify th e peer companies by name, or otherwise
describe your methodologies for utili zing comparative information when
implementing your compensation policie s or making specific compensation
awards.  To the extent any specific el ements of compensation are tied to a
benchmark, please identify the benchm ark and discuss where your actual
payments and awards fell with respect to  the benchmark, and to the extent that
actual compensation deviated from the be nchmark, please provide an explanation
of the reasons for this deviation.  Please refer to Item 402(b)(2)(xiv) of Regulation
S-K and Question 118.05 of the Compliance an d Disclosure Interpretations of the
staff of the Division of Co rporation Finance concerni ng Item 402 of Regulation S-
K, which can be found on our website.

6.   We note that the compensation comm ittee increased Mr. Webster’s salary by
24.5%.  This percentage increase fell we ll outside the 3% to 5% range of
percentage salary increases the comp ensation committee gave to your other
named executive officers.  With a view to ward future disclosure, please tell us
why the compensation committee incr eased Mr. Webster’s salary by a
significantly greater percentage than the other names executive officers.  In this
regard, we note that Mr. Webster beca me president of your company on January
1, 2009.  If his salary increase was linked to that appointment , you should address
this connection.  Your compensation discussion and analysis should be
sufficiently precise to identify material di fferences in compensation policies with
respect to individua l named executive officers.  Pl ease see Section II.B.1. of
Commission Release No. 33-8732A.  When policies or decisions for a named

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 4
executive officer are materially different from those applied to your other officers,
please discuss and analyze these policies or  decisions on an individualized basis.
 Incentive Compensation, page 17

7.   We note that you have not disclosed the return on investment performance targets
applicable to your performance bonus pl an awards.  As each of your named
executive officers appears to have earn ed a cash award under this plan, these
targets are material to an understand ing of your compensation policies and
decisions for your named executive officer s and should be disclosed.  Please tell
us what the targets were and provide us with a materially  complete analysis as to
why you have not publically disclosed the targ ets.  In this regard, we direct your
attention to Instruction 4 to Item 402(b) of Regulation S-K and note that you
should address in detail both the materi ality to investors of the undisclosed
information and the likelihood that the disc losure of this information would cause
substantial harm to your competitive position.  Finally, please note that we may have additional comments on whether you ha ve met the standards for treating the
information confidentially.  Please refer to Instruction 4 to  Item 402(b) of
Regulation S-K and Question 118.04 of  the Compliance and Disclosure
Interpretations of the staff of the Di vision of Corporation Finance concerning
Item 402 of Regulation S-K, which can be found on our website.

8.   With a view toward future disclosu re, please provide us with a materially
complete discussion and analysis of how you determined the amounts of the 2008
cash awards for each named executive officer under your performance bonus plan.  You should provide sufficient deta il and explanation to enable us to
understand how you determined the amount shown in the “Non-Equity Incentive
Plan Compensation” column of the summar y compensation table.  In this regard,
it may be helpful to include an illustra tion to demonstrate the operation of the
formula used to determine the size of a payout under your incentive plan.
 Long-Term Stock Incentive Plan, page 18

9.   With a view toward future disclosu re, please provide us with a materially
complete discussion and analysis of why you made the January 15, 2008
conditional stock grants to your  named executive officers.
 Summary Compensation Table, page 20

10.   Please tell us why you have not incl uded in the “Stock Awards” column the
February 8, 2008 grants of conditional stock to your named executive officers, as discussed on page 18 and disclosed in th e grants of plan-based awards table.

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 5
Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, Al Pavot at (202)
551-3738 or me at (202) 551-3355 if you have questions regarding comments on the
financial statements and related matters.  Please contact Dieter  King at (202) 551-3338
with any other questions.          S i n c e r e l y ,            T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f