SecProbe.io

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					December 17, 2004

Via Facsimile (212) 310-8007 and U.S. Mail

Richard A. Weinberg, Esq.
Executive Vice President, General Counsel and Secretary
Building Materials Corporation of America
1361 Alps Road
Wayne, New Jersey 07470

	Re:	Building Materials Corporation of America
      Amendment No. 1 to Form S-4 filed December 9, 2004
      File No. 333-119608

Dear Mr. Weinberg:

	We have reviewed your filing and 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.

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 Filer
Support Office (202 942-8900) if you have any questions.

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.

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."

4. We reissue prior comment 16.

We may be forced to contribute assets. . . , page 17
5. We reissue prior comment 18.

MD&A - Liquidity and Financial Condition, pages 44-47
6. We note your responses to prior comments 31and 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.

Legal Proceedings, page 60
7. We reissue prior comment 40. Quantify the damages sought in the
complaints that do provide such specific information.

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
VIII.A.14 of our November 14, 2000 Current Issues Outline.

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).

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.

Note 2 - Summary of Significant Accounting Policies - Property,
Plant
and Equipment
11. We note that depreciation is computed "principally" on the
straight-line method.  Please tell us supplementally and disclose
in
future filings what other depreciation methods are used for each
major class of depreciable assets.

Closing Comments
      As appropriate, please amend your registration statement 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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare 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 the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct accounting questions to Bret Johnson at (202)
942-5478 or John Cash at (202) 824-5373. Please direct all other
questions to Brigitte Lippmann at (202) 942-0755 or Chris Edwards
at
(202) 942-2842. In this regard, please do not hesitate to contact
the
undersigned at (202) 942-1950.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Michael E. Lubowitz, Esq.
	Weil, Gotshal & Manges LLP
	767 Fifth Avenue
	New York, New York 10153

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Richard A. Weinberg, Esq.
Building Materials Corporation of America
December 17, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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