SecProbe.io

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Mail Stop 3-8

      May 3, 2005

By Facsimile and U.S. Mail

Mr. Kenneth J. Cichocki
Senior Vice President of Finance and CFO
Home Interiors & Gifts, Inc.
1649 Frankford Road
W Carrollton, Texas 75007

		RE:	Home Interiors & Gifts, Inc.
			Form 10-K for the fiscal year ended December 31,
2004
			Filed March 23, 2005
			File No. 333-62021

Dear Mr. Cichocki:

	We have reviewed the responses in your letter dated April 25,
2005 and have the following additional comments.  Please be as
detailed as necessary in your explanation so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

	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 the letter.

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

Part IV, Item 15(a).  Financial Statements and Supplementary Data

Consolidated Statement of Shareholders` Deficit, page F-5

1. We have reviewed your response to prior comment 6.  We do not
believe that SAB Topic 3-C Question 1, which addresses changes in
the
carrying amount of redeemable preferred stock reported outside of
stockholders` equity, is applicable to the $15.3 million premium
paid
in excess of liquidation value of the Company`s 12.5% Senior
Convertible Preferred Stock reported within stockholders` equity.
We
assume that since there were no issued and outstanding preferred
shares as of December 31, 2004 that the convertible preferred
stock
that you purchased was retired.  When stock is retired an excess
of
purchase price over par or stated value may be allocated between
capital surplus and retained earnings.  The portion of the excess
allocated to capital surplus should be limited to the sum of (a)
all
capital surplus arising from previous retirements and net gains on
sales of treasury stock of the same issue and (b) the pro rata
portion of capital surplus paid in, voluntary transfers of
retained
earnings, capitalization of stock dividends, etc., on the same
issue.
Refer to paragraph 12 of APB 6.   Also, we understand that you do
not
present an earnings per share figure, however, we believe the
guidance in EITF Topics D-42 and D-53 applies with regard to the
classification of the redemption premium.  Please advise.

2. It also does not appear that SAB Topic 3-C Question 1 is
applicable to the $29.5 million preferred stock dividends paid.
Typically, dividends are charged to retained earnings, unless
legally
declared out of additional paid in capital, even if those earnings
are insufficient to cover them.  If preferred stock dividends were
legally declared out of additional paid in capital, please clarify
for us, or tell us why your accounting is appropriate.  Please
advise.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a supplemental response letter that keys your
responses to our comments and provides any requested supplemental
information.  Detailed supplemental response letters greatly
facilitate our review.  Please file your supplemental response
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

		If you have any questions regarding these comments,
please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, questions may be directed to me at (202) 551-3843.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

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Mr. Kenneth J. Cichocki
Senior Vice President of Finance and CFO
Home Interiors & Gifts, Inc.
May 3, 2005
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