SecProbe.io

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Mail Stop 3561
								November 4, 2005

Bruce Bendell
Chairman, President, Chief Executive Officer,
      and Acting Chief Financial Officer
The Major Automotive Companies, Inc.
43-40 Northern Boulevard
Long Island City, NY 11101

Re:	The Major Automotive Companies, Inc.
Preliminary Transaction Statement on Schedule 13E-3
Filed October 14, 2005
File No. 5-54143
Preliminary Proxy Statement on Schedule 14A
Filed October 14, 2005
File No. 0-29182

Dear Mr. Bendell:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your documents 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 13E-3
1. Rule 13e-3 requires that each issuer and affiliate engaged in a
going-private transaction file a Schedule 13E-3 and furnish all of
the required disclosures.  The staff takes the position that
members
of senior management of the issuer that is going private are
affiliates of that issuer.  In particular, it appears from pages
10
and 31 of the preliminary Schedule 14A that certain affiliates
will
be in a position to "control" the surviving company within the
meaning of Exchange Act Rule 12b-2.  In this regard we note that
you
have not included your executive officers and directors as filers.
Please advise us what consideration you gave to including these
affiliates as filing persons.  In particular, please tell us to
what
extent your affiliates are engaged in the going private
transaction.
See Section II.D.3 of the Division of Corporation Finance`s
"Current
Issues and Rulemaking Projects" outline, dated November 14, 2000
and
available on the Commission`s website at www.sec.gov.  Also, note
that each filing person is required to comply with the filing,
disclosure, and dissemination requirements of Schedule 13E-3,
including the fairness determination and recommendation
requirements.

Item 16.  Exhibits
2. We note on page 20 of the proxy statement that the affiliated
persons have indicated to you that they will vote their common
stock
in favor of the transaction.  If you have any written voting
agreement, arrangement, or understanding with one or more
affiliates,
please file it as required by Item 1016(d) of Regulation M-A.

Schedule 14A

General
3. We note that you issued a press release pertaining to the
transaction on October 14, 2005, and filed it under cover of Form
8-
K.  In the future, please consider the application of Rule 14a-12
of
the Exchange Act with respect to written communications regarding
matters that are or may be subject to a proxy solicitation prior
to
furnishing a proxy statement.

4. Please note that you are required to file under cover of
Schedule
14A any written instructions, scripts, and outlines that will be
used
by anyone that solicits proxies on behalf of you or any other
party
to the going private transaction through personal interview,
telephone, telegram, or e-mail, and all other soliciting material
that will be furnished to your shareholders.  See Rules 14a-6(b)
and
(c) of the Exchange Act.
5. Please represent in the proxy statement that you will resolicit
proxies if there is any material change in the proxy statement
disclosure.

Notice of Special Meeting of Stockholders
6. Please revise the cover page of the document that will be sent
to
security holders to include the legend required by Rule 13e-
3(e)(1)(iii).  We note that you have included it on the cover page
of
the proxy statement, however, we presume that you will not be
mailing
this page to security holders.  Please move the legend to the page
that follows.
7. We note the disclosure here which indicates that by approving
the
charter amendment, shareholders are voting to effectuate the
reverse
and the forward stock split in the same proposal.  In accordance
with
Rule 14a-4(a)(3), please tell us what consideration you have given
to
unbundling these amendments to provide shareholders the
opportunity
to vote on each one separately.  For further guidance, please see
the
Fifth Supplement to the Division of Corporation Finance`s Manual
of
Publicly Available Telephone Interpretations (September 2004).
Specifically, tell us whether shareholder approval of the forward
stock split is required under state law.
8. You urge shareholders to return the properly executed proxies
"as
soon as possible" to ensure their representation at the special
meeting.  Please revise to specify the date within which you must
receive the completed proxies for them to be valid.

Summary Term Sheet, page i

9. Your summary term sheet is duplicative of some information
found
in the Questions and Answer section.  Please revise the summary
term
sheet to comply with Item 1001 of Regulation M-A and the
Instructions
to that Item.  The summary term sheet should address all of the
most
material terms of the transaction, preferably in a bullet-point
format.  See Part II.F.2.a of SEC Release No. 33-7760 (October 22,
1999) for a discussion of the items that should be discussed in
the
summary term sheet.
10. We note on page 27 that your directors and officers will
retain
their positions after you go private.  In a new sub-section
captioned
to indicate the interests of your directors and officers in this
transaction, please name all present affiliates who will hold an
ongoing equity interest and senior management positions in the
private entity.  In the same sub-section, clarify whether the
interested individuals participated in the board`s deliberations
regarding the transaction.

Suspension of Public Reporting Obligation, page i
11. Please insert additional information regarding the effect of
the
transaction on unaffiliated shareholders.  For example, you may
state
that upon going private, your unaffiliated shareholders will cease
to
have any ownership interest in you and will cease to participate
in
any of your future earnings and growth.

Effect on Beneficial Ownership of Common Stock by Major
Stockholders,
page ii
12. We understand that the shares held by your directors and
executive officers will be voted in favor of the transaction.
Please
disclose that these persons hold 49.07% of your total voting
stock,
and confirm, if accurate, that you still need the approval of a
limited number of unaffiliated shareholders to go private.

Appraisal Rights, page ii

13. Please confirm whether Nevada state law will continue to
govern
you after you go private.

Fairness of the Transaction, page ii

14. The discussion related to the board`s position and the opinion
of
the financial advisors implicitly pertains to the perceived
benefits
of the merger.  Please balance this disclosure with a succinct
reference to the probable risks related to the transaction, which
you
discuss in greater detail on pages 14-16.
15. We note your disclosure indicating that the Board of Directors
unanimously "determined...that the Transaction is fair to, and in
the
best interests of, the Company and its stockholders."  Please
revise
your fairness determination to indicate that the going private
transaction is fair to unaffiliated stockholders, as required
pursuant to Item 1014(a) of Regulation M-A.  Please ensure that
you
have made consistent revisions throughout the proxy statement.
Also, please revise to indicate in the summary that the Special
Committee, in addition to the Board of Directors, determined the
transaction to be fair to unaffiliated stockholders.

Special Meeting of Stockholders, page 1

Solicitation, page 2
16. Please revise to describe all methods, such as telephone,
mail,
or other means, that you plan to employ in order to solicit
proxies.
Refer to Item 4(a)(3) of Schedule 14A.  Also confirm for us, on a
supplemental basis, that proxies will not be solicited via the
Internet or add disclosure stating otherwise, as we note your
indication on page 6 that you may solicit proxies by "electronic
communications."  Provide us a user ID and password necessary to
access any Internet websites to be used for voting, or provide
printed pages depicting the information on the site.

Questions and Answers About the Transaction and the Special
meeting,
page 2

5. What if I hold my shares in street name?

17. We note your indication that you intend to treat "stockholders
holding Common Stock in street name though a nominee (such as a
bank
or broker) in the same manner as stockholders whose shares are
registered in their name."  Please revise to clarify what you mean
by
this so that stockholders can appreciate the impact of this
treatment.  Specifically, please indicate that stockholders who
hold
their shares in street name may not be required to exchange their
shares for cash stock even if they hold less than 1,000 shares
because the nominee may hold shares on behalf of other
stockholders
who individually may not hold in excess of 1,000 shares but
collectively cause the nominee to hold in excess of 1,000 shares.

Special Factors, page 7
18. Consider whether it might be appropriate to move this
discussion
in front of your discussion regarding "Special Meeting of
Stockholders."  See Rule 13e-3(e)(1)(ii), which requires that the
information required by Items 7, 8, and 9 of Schedule 13E-3 be
prominently disclosed in a "Special Factors" section in the front
of
the disclosure document.

Purpose of the Transaction, page 7
19. Please amplify this disclosure to explain why the board of
directors undertook to implement the going-private transaction at
this time, as opposed to any other time.  See Item 1013(c) of
Regulation M-A.
20. You mention that "the costs of being a public company
currently
outweigh the benefits of being a public company..."  Please revise
to
elaborate upon the benefits to which you refer and the reasons why
they were outweighed by the costs.

Alternatives to the Transaction, page 7
21. In discussing the alternatives considered and subsequently
rejected by the board, please disclose when the discussions and
decisions relating to each of these alternatives were taken up by
the
board, how each alternative was first raised, and the
participation
of the members of the board and the management in the discussions.
Since you refer to the going-private transaction being the most
"economical way," quantify the costs of the alternatives, where
practicable.

Reasons for Transaction, page 8
22. Please revise your disclosure to discuss, in reasonable
detail,
why each filing person is engaging in the transaction, and why it
is
undertaking the transaction at this particular time.  See Item
1013(a) and (c) of Regulation M-A.  Consider Instruction 1 to Item
1013 of Regulation M-A in drafting your disclosure, and please
keep
in mind that the effect of the transaction is not the same as the
purpose.

23. Refer to your discussion that appears under "Exchange Act
Reporting and Cost Savings..."  Please revise your discussion
regarding the costs of being a public company to explain whether
you
will still incur costs for counsel fees, auditor fees and printing
and mailing shareholder documents, to the extent you intend to
continue to make information about you available to your
shareholders.  If so, revise your discussion to clarify whether
going
private will allow you to avoid altogether these costs and
expenses
or allow you to reduce them.
24. Refer to your discussion that appears under "Lack of Capital
from
Public Markets" where you indicate that "[a]s the business of the
Company is within the retail automotive sales industry, the
Company
does not need and has not been able to raise capital in the public
markets..."  It is not clear what you mean when you indicate that
you
do not need nor are able to raise capital simply because of the
line
of business that you are in.  Please revise to clarify.

25. Also, you refer to these benefits as the "primary benefits of
being a public company."  These benefits, however, appear to
primarily be benefits to the company, as opposed to shareholders,
of
being a public company.  Please consider expanding your discussion
to
address the following:
* rights and protections that the federal securities laws give to
shareholders of public companies;
* substantive requirements that the federal securities laws,
including the Sarbanes Oxley Act, impose on public companies;
* various substantive requirements that the federal securities
laws
impose on their directors and executive officers, including
restrictions on short swing trading;
* reporting obligations for officers, directors and beneficial
owners.

Effects of the Transaction, page 9

Effect of Holders of Fewer than 1,000 shares of Common Stock, page
10
26. We note your indication that stockholders holding Common Stock
in
street name should contact their nominees.  Please also advise
them
as to what actions they can take to either ensure that they may or
may not be cashed out.  For example, if they beneficially hold
less
than 1,000 shares and would like to ensure that they are cashed
out,
advise shareholders that they can change the manner in which they
hold their securities so that they, instead of the nominee, are
the
record holders.

Effect on Unaffiliated Stockholders Who Own 1,000 or More Shares,
page 10
27. You indicate that the termination of the registration of the
Common Stock "would make certain provisions of the Exchange Act no
longer applicable to the Company..."  Please be more specific in
your
description of the provisions that would no longer be applicable.
For example, please revise to indicate that the company will no
longer be subject to the provisions of the Sarbanes-Oxley Act or
the
liability provisions of the Exchange Act and that officers of the
company will no longer be required to certify the accuracy of its
financial statements.

Effect on Affiliated Stockholders, page 10
28. Please describe the effects of the transaction on each
affiliate`s interest in the net book value and net earnings of the
company in terms of both dollar amounts and percentages.  See
Instruction 3 to Item 1013 of Regulation M-A.
Background to the Transaction, page 11
29. Please provide for staff review all materials prepared by
Empire
and provided to the board, the special committee, or its
representatives.  In this regard, note that each report, opinion,
consultation, proposal, or presentation that is materially related
to
the transaction, whether oral or written, received by any filing
person, their affiliates, or representatives constitutes a report
within the meaning of Item 1015 of Regulation S-K, as required by
Item 9 of Schedule 13E-3.  Accordingly, each "Item 9 report" must
be
summarized in detail in the proxy statement and filed as an
exhibit
to the Schedule 13E-3, if written.  Any written documentation
furnished along with any oral presentation, including analyses,
outlines, evaluations, or other materials, should be filed as
exhibits and summarized in a similar fashion, as should
transcripts,
summaries and video presentation materials.  For each Item 9
report,
including analyses relating to the proposed alternative
transactions
and any Item 9 reports received by filing persons other than the
company, disclose the date of the contact, the names of the
parties
in attendance, the identification of the pe