SecProbe.io

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								April 18, 2005

Mail Stop 0510

By U.S. mail and facsimile to (951) 940-0427

Mr. David M. Buckley
Chief Executive Officer
Modtech Holdings, Inc.
2830 Barrett Avenue
Perris, CA  92571

	RE:  	Form 8-K Item 4.01 filed April 15, 2005
		File # 000-25161

Dear Mr. Buckley:

We have reviewed your filing and have the following comments.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable.  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
number
listed at the end of this letter.

1. Please provide to us the material weakness letter from your
auditors, and if not included in the letter, in detail,
supplementally describe the nature of each material weakness and
the amounts involved, as applicable.  Also, tell us:

* in what period each material weakness and accounting error or
misapplication of GAAP occurred,
* the amount of each accounting error and misapplication of
GAAP,
* the reason(s) for each error or misapplication of accounting,
* whether or not you intend to restate any prior period for any
adjustments.  If not, tell us why not, and
* in detail, all the steps you have taken (or plan to take) and
procedures you have implemented (or plan to implement) to
correct
each concern.

2. Further, please explain to us how you have determined your
disclosure controls and procedures are effective in your Form
10-Q
for the quarter ended September 30, 2004 in consideration of the
material weaknesses that have been identified.

3. In consideration that you have not filed your Form 10-K for
the
year ended December 31, 2004 as of yet, please submit an Item
4.01
8-K once KPMG is not effectively your auditors.  Please include
an
updated Exhibit 16 in the Form 8-K.

*  *  *  *  *

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

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 the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff 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.

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 our review of your filing or in
response
to our comments on your filing.

Please file your supplemental response via EDGAR in response to
these comments within 5 business days of the date of this
letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies
of
each amended filing to expedite our review.  Direct any
questions
regarding the above to the undersigned at (202) 824-5525.

								Sincerely,

								Ryan Rohn
								Staff Accountant
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Mr. David M. Buckley
Modtech Holdings, Inc.
April 18, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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