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CORRESP
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April 21, 2005

Jeffrey Gordon

Staff Accountant

United States Securities and Exchange Commission

Washington, DC  20549

  RE:

  Comfort
  Systems USA, Inc.

  Form 10-K for the fiscal year ended December 31, 2004

  Form 8-K filed March 3, 2005

  File No. 1-13011

Dear Mr. Gordon:

Thank you for the prompt review of our response letter that we
submitted to you on April 18, 2005.
Pursuant to our phone conversation earlier this week, we have amended
our responses to comments 4 and 14 as follows:

Form 10-K for the fiscal year ended December 31, 2004

4.
Comment – Please retitle what you currently call EBITDA,
since you are including other non-cash charges in this measure.  See Question 14 of our FAQ Regarding the Use
of Non-GAAP Financial Measures dated June 13, 2003.  In addition, please present a reconciliation
of what you currently call EBITDA to the most directly comparable financial
measure calculated and presented in accordance with GAAP.  See Item 10(e)(i)(B) of Regulation S-K.

Response – Due to
the Company’s sensitivity to covenant calculations under its previous debt
financing in 2003, we have chosen to include the specific details of our
covenant calculations in both MD&A and our Notes to the Consolidated
Financial Statements.  As indicated in
our disclosure, EBITDA is a defined term under the Facility and is used in two
of our covenant calculations.  Due to the
non-GAAP nature of this amount, we had not included the actual amount of EBITDA
in our filings but instead provided the covenant requirement and actual
calculated amount of each financial covenant.

Since this is a defined term in our Facility, we will title this amount
“Credit Facility EBITDA” in our future filings.
In response to your comment, we will provide the actual amount of Credit
Facility EBITDA as calculated under the Facility’s definition and provide a
reconciliation of that amount to the most directly comparable financial measure
calculated and presented in accordance with GAAP.  We would utilize the following format in
future filings (in thousands):

1

  Net income

  $

  10,713

  Discontinued operations – estimated gain on
  disposition

  (469

  )

  Income taxes – continuing operations and
  discontinued operations

  8,282

  Mark-to-market adjustment on derivatives

  449

  Interest expense, net

  1,394

  Depreciation

  4,684

  Goodwill impairment

  3,347

  Credit Facility EBITDA

  $

  28,400

Form 8-K filed March 3, 2005

14.  Comment – Your presentation of a complete set of non-GAAP
income statements gives too much prominence to these non-GAAP amounts.  Please remove the non-GAAP income statements
from your Form 8-K and instead discuss the business reasons for changes between
periods by disclosing the impact that each of these items had on the overall
change in the GAAP line item.  Naturally,
you may include individual non-GAAP measures in a more limited manner as long
as you reconcile them to the most comparable GAAP measures and discuss how you
use them.  See Item 10(e)(i) of
Regulation S-K.

Response – In response to your comment, we will revise our
Form 8-K in future periods consistent with the revised format of our March 3rd
press release as provided in Exhibit A.

Conclusion

In connection with responding to these comments, the Company acknowledges
that:

•                                          The
Company is responsible for the adequacy and accuracy of the disclosure in our
filings;

•                                          Staff
comments or changes to disclosure in response to staff concerns do not
foreclose the Commission from taking any action with respect to the filing; and

•                                          The
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

We hope that our responses adequately address the matters that we
discussed during our phone conversation.
Please do not hesitate to contact me at (713) 830-9650 if you have items
that you would like to discuss further.

Very truly yours,

  William George

  Executive Vice President – Chief Financial Officer

2

c.                                                               Vincent
J. Constantini – Chairman of the Audit Committee of the Board of Directors

William F. Murdy – Chairman and Chief
Executive Officer

Trent McKenna – General Counsel

Julie S. Shaeff – Vice President and Chief
Accounting Officer

3

Exhibit A

COMFORT SYSTEMS USA REPORTS FOURTH QUARTER
AND FULL YEAR RESULTS

—    Significant Increases in
Earnings, Cash Flow and Backlog   —

Houston, TX – March 2, 2005 – Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial
and institutional heating, ventilation and air conditioning (“HVAC”) services,
today announced net income of $2,006,000 or $0.05 per diluted share, for the
quarter ended December 31, 2004, as compared to a loss of $3,511,000 or $0.12
per diluted share, in the fourth quarter of 2003.  Both current and prior year fourth quarters
included income relating to discontinued operations.  Excluding these items, income from continuing
operations in the fourth quarter of 2004 was $1,388,000 or $0.03 per diluted
share as compared to a loss of $2,038,000 or $0.08 per diluted share in 2003.

Both
the current and prior year fourth quarters contained charges that are not
typically seen in every quarter.  Both
periods included noncash goodwill impairment charges.  In addition, fourth quarter 2003 results also
included net noncash charges associated with the termination of the Company’s
previous credit facility.  Excluding
these items, net income in the fourth quarter of 2004 was $4,735,000 or $0.12
per diluted share as compared to $2,135,000 or $0.05 per diluted share in
2003.  Excluding the effect of
nondeductible goodwill charges, both of these periods also benefited from
unusually low tax provisions resulting from reduced reserves against deferred
state tax benefits in 2004, and reduced tax contingency reserves net of an
increase in deferred state tax benefit reserves in 2003.  Applying a tax rate of 42% against pre-tax
income in both periods, fourth quarter 2004 net income was $3,688,000 or $0.09
per diluted share as compared to $1,078,000 or $0.03 per diluted share for the
fourth quarter of 2003.

Bill Murdy, Comfort Systems USA’s Chairman and CEO,
said, “We are pleased to cap a strong 2004 with a solid fourth quarter
performance.  We continued to capitalize
on rebounding activity in our markets, posting our largest backlog increases to
date on the way to our fourth consecutive record backlog.  Revenue growth and margin improvement, led by
our continuing emphasis on safety and risk management, contributed to improved
earnings.  And we produced a significant
amount of free cash flow during the quarter, reflecting a notable increase over
last year’s fourth quarter and widening our strong net cash position on the
balance sheet.  We have now generated
positive free cash flow in fifteen of our last nineteen quarters.”

Murdy
continued, “We did record a noncash goodwill impairment charge of $3,347,000 in
the fourth quarter, comparable to a similar charge of $2,726,000 in last year’s
fourth quarter.  This charge related to
our conclusion that profit levels at three of our smaller operations were
likely to remain lower for an extended period of time as compared to the levels
these units earned when we acquired them in the late 1990s in stronger overall
market conditions.  We would note that
the new accounting rules relating to goodwill that went into effect in 2002
contemplate periodic impairments of goodwill for business units that have
declined in value, while allowing no recognition of increases in business unit
values that may have occurred.  As a
result, we may record additional goodwill impairments in future years, even
when the aggregate value of our business units and our company as a whole may
be increasing.”

4

The
Company reported revenues from continuing operations of $211,273,000 in the
current quarter, an increase of 7.0% as compared to $197,363,000 in 2003.  The Company also reported free cash flow of
$11,847,000 in the current quarter as compared to $8,362,000 in 2003.  Backlog as of December 31, 2004 was a record
$573,426,000, up 11.1% from $516,344,000, the previous record as of September
30, 2004, and up 42.0% from $403,896,000 on a same-store basis as of December
31, 2003.

The
Company reported net income for the year ended December 31, 2004 of $10,713,000
or $0.27 per diluted share as compared to a loss of $5,579,000 or $0.17 per
diluted share in 2003.  Excluding
discontinued operations, net income from continuing operations was $10,193,000
or $0.26 per diluted share as compared to a loss of $1,136,000 or $0.05 per
diluted share.  Excluding goodwill
impairment charges in both years and excluding charges in 2003 for restructuring,
debt cost writeoff, and divested units not reported in discontinued operations,
net income from ongoing operations in 2004 was $13,540,000 or $0.34 per diluted
share as compared to $6,158,000 or $0.16 per diluted share in 2003.  Excluding the effect of nondeductible
goodwill charges, both of these periods also benefited from unusually low tax
provisions resulting from reduced reserves against deferred state tax benefits
in 2004, and reduced tax contingency reserves net of an increase in deferred
state tax benefit reserves in 2003.  Applying
a tax rate of 42% against pre-tax income in both periods, 2004 net income was
$12,648,000 or $0.32 per diluted share as compared to $4,971,000 or $0.13 per
diluted share for the full year of 2003.

The
Company reported revenues of $819,552,000 from continuing operations for 2004
as compared to $783,171,000 in 2003.
Excluding divested units not reported in discontinued operations,
same-store revenues were up 5.2% from $779,130,000 in 2003.  Free cash flow for 2004 was $21,731,000 as
compared to $21,534,000 in 2003.

Bill Murdy further noted, “We are also pleased to
have reached an important milestone in today’s heightened accountability
environment for public companies.
Consistent with the expectations and requirements of the Sarbanes-Oxley
Act of 2002, we conducted an extensive evaluation of the Company’s internal
controls over financial reporting, which led to management’s conclusion, and
our auditors’ concurrence, that these controls were operating effectively as of
December 31, 2004.”

Murdy continued, “As we
start 2005, we see some indications that our first quarter results will be off
compared to last year primarily due to extended inclement weather in Southern
California, and uneven customer project schedules at a large operation of ours
with a significant backlog.  More
broadly, though, industry indicators including nonresidential activity and
equipment trends reported by HVAC manufacturers continued to strengthen at the
end of 2004.  These factors together with
our strong backlog imply that we will have increased revenues in 2005.  In addition, we believe our ongoing
productivity and execution efforts will continue to help our margins.  For 2005 as a whole, we expect to build on
the strong year we just completed in 2004 and again produce better
year-over-year results.”

As previously announced, the Company will host a
conference call to discuss its financial results and position in more depth on
Thursday, March 3, 2005 at 10:00 a.m. Central Time.  The call-in number for this conference call
is 1-212-287-1615.  A replay of the
entire call will be available until 6:00 p.m. Central Time, Thursday, March 10,
2004 by calling 1-203-369-1780.

Comfort Systems USA is a premier provider of business solutions
addressing workplace comfort, with 60 locations in 49 cities around the
nation.  For more information, visit the
Company’s website at www.comfortsystemsusa.com.

5

This press release
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  These
statements are based on the current plans and expectations of Comfort Systems
USA, Inc. and involve risks and uncertainties that could cause actual future
activities and results of operations to be materially different from those set
forth in the forward-looking statements.
Important factors that could cause actual results to differ include,
among others, retention of key management, national and regional weakness in non-residential
construction activity, difficulty in obtaining or increased costs associated
with debt financing or bonding, shortages of labor and specialty building
materials, seasonal fluctuations in the demand for HVAC systems and the use of
incorrect estimates for bidding a fixed price contract and other risks detailed
in the Company’s reports filed with the Securities and Exchange
Commission.  These forward-looking
statements speak only as of the date of this release.  Comfort Systems USA, Inc. expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statement contained herein to reflect any change in Comfort
Systems USA Inc.’s expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

–                 Financial table
follows –

6

Comfort Systems USA, Inc.

Consolidated Statements of Operations

For the Three Months and Twelve Months Ended December 31, 2004 and 2003

(in thousands, except per share amounts)

  Three
  Months Ended

  December 31, (Unaudited)

  Twelve
  Months Ended

  December 31,

  2004

  %

  2003

  %

  2004

  %

  2003

  %

  Revenues

  $

  211,273

  100.0

  %

  $

  197,363

  100.0

  %

  $

  819,552

  100.0

  %

  $

  783,171

  100.0

  %

  Cost of services

  176,094

  83.3

  %

  167,246

  84.7

  %

  687,948

  83.9

  %

  657,325

  83.9

  %

  Gross profit

  35,179

  16.7

  %

  30,117

  15.3

  %

  131,604

  16.1

  %

  125,846

  16.1

  %

  SG&A

  28,541

  13.5

  %

  27,031

  13.7

  %

  108,000

  13.2

  %

  114,030

  14.6

  %

  Restructuring charges

  —

  —

  —

  —

  —

  —

  3,223

  0.4

  %

  Goodwill impairment

  3,347

  1.6

  %

  2,726

  1.4

  %

  3,347

  0.4

  %

  2,726

  0.3

  %

  Income from operations

  3,291

  1.6

  %

  360

  0.2

  %

  20,257

  2.5

  %

  5,867

  0.7

  %

  Interest expense, net

  281

  0.1

  %

  1,155

  0.6

  %

  1,394

  0.2

  %

  3,827

  0.5

  %

  Other expense (income)

  (2

  )

  —

  73

  —

  403

  —

  178

  —

  Write-off of debt costs and discount, net

  —

  —

  3,349

  1.7

  %

  —

  —

  4,172

  0.5

  %

  Income (loss) before taxes

  3,012

  1.4

  %

  (4,217

  )

  (2.1

  )%

  18,460

  2.3

  %

  (2,310

  )

  (0.3

  )%

  Income taxes

  1,624

  (2,179

  )

  8,267

  (1,174

  )

  Income (loss) from continuing operations

  1,388

  0.7

  %

  (2,038

  )

  (1.0

  )%

  10,193

  1.2

  %

  (1,136

  )

  (0.1

  )%

  Discontinued operations:

  Operating income, net of income tax expense of $0,
  $32, $27 and $486

  —

  52

  39

  767

  Estimated gain (loss) on disposition, including income
  tax benefit of  $247, $807, $12 and
  $533

  618

  (1,525

  )

  481

  (5,210

  )

  Net income (loss)

  $

  2,006

  $

   (3,511

  )

  $

   10,713

  $

   (5,579

  )

  Income (loss) per share:

  Basic-

  Income (loss) from continuing operations

  $

  0.03

  $

  (0.05

  )

  $

  0.27

  $

   (0.03

  )

  Discontinued operations-

  Income from operations

  —

  —

  —

  0.02

  Estimated gain (loss) on disposition

  0.02

  (0.04

  )

  0.01

  (0.14

  )

  Net income (loss)

  $

  0.05

  $

  (0.09

  )

  $

  0.28

  $

  (0.15

  )

  Diluted-

  Income from continuing operations

  $

  0.03

  $

  (0.08

  )

  $

  0.26

  $

  (0.05

  )

  Discontinued operations-

  Incom