SecProbe.io

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MAIL STOP 03-08
	February 15, 2005

Mr. Steve Crowder, Chief Executive Officer
Decorize, Inc.
1938 E. Phelps
Springfield, Missouri 65802

	RE:	Decorize, Inc.
		File No. 1-31260

		Preliminary Information Statement filed on Schedule 14C
		Filed January 18, 2005
		Form 10-QSB for the period ended September 30, 2004
		Filed November 12, 2004

Dear Mr. Crowder:

	We have reviewed your filings and have the following
comments.
Please be aware that we have limited our review of the Form 10-QSB
-
which you are delivering with the information statement - to only
the
Item 3 disclosure.  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.

Preliminary Information Statement on Schedule 14C
1. We note in the final paragraph of the Proposal to Authorize
section that you have agreed to register for resale under the
Securities Act of 1933 all common stock issued or issuable
pursuant
to the letter agreement.  Among those are shares underlying
warrants
that potentially may be exercised at "50% of the 20-day trailing
market price" of your common stock.  It is our position you may
not
register common shares underlying warrants exercisable at a price
based upon the trading value of the common shares.  See Part 3S in
the Securities Act Sections of our March 1999 Supplement to the
Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations.  Please confirm your understanding of
our
position.  In addition, revise that final paragraph of the
Proposal
to Authorize section to clearly state you will only register
shares
for resale after the warrants have been exercised and the
transaction
otherwise is complete.
2. Please revise throughout - including the General Information
and
the Proposal to Authorize sections - to clearly state the
matter(s)
to be acted upon.  As currently drafted, it is unclear whether you
will obtain stockholder approval of all six elements listed in the
General Information section, or whether stockholder approval is
sought only to authorize the issuance of common stock and modify
warrant provisions as reflected in the Proposal to Authorize
section.
3. In this regard, the disclosure at the bottom of Purpose of
Transactions section appears to indicate that you have obtained
consent from a majority of stockholders to approve issuance of
securities in connection with any future agreement with existing
warrant holders.  Is this aspect of the consent part of the matter
to
be acted upon in connection with this information statement?  The
disclosure throughout, including in the Proposal to Authorize
section, does not appear to reference this aspect of the consent.
Regardless, if this aspect of the consent is a matter to be acted
upon, then:

* please tell us under state law or exchange rules whether it is
appropriate to obtain stockholder approval for a future issuance
or
modification of securities without disclosing the material terms
of
that issuance or modification; and
* provide appropriate cautionary language addressing the fact that
you have not determined yet the material terms of the issuance or
modification, and as a result, shareholders are granting the board
wide discretion and may not have another opportunity to consider
the
actual issuance or modification.
4. As part of your revisions in response to the above two
comments,
please identify clearly and impartially each separate matter
intended
to be acted upon.  In other words, present and discuss fully each
separate matter under a distinct heading in the information
statement.
5. We remind you that your upcoming Form 10-Q for the period ended
December 31, 2004 should include disclosure in the Management`s
Discussion and Analysis section describing the transactions
outlined
in the information statement and discussing the financial impact
the
transactions will have on your operations, including as reflected
in
our comments below.  Please also consider any known trends and
uncertainties that are apparent as a result of the transactions.
Please see Securities Act Interpretative Release 33-8350 dated
December 29, 2003 for further guidance.
6. Please more clearly describe the affiliation between Decorize,
Inc., SRC Holdings Corporation and Quest Capital Alliance.  For
example, we note disclosure under the Interest of Certain Persons
section indicating that there are "perceived conflicts" in the
relationships between Decorize, SRC, and Quest.
Description of Securities
Preferred Stock
7. We note disclosure in the first paragraph under this caption
that
"No shares of our preferred stock are issued or outstanding."  We
also note disclosure in the second paragraph under this caption
indicating that on February 13, 2004, you completed a private
placement of 500,000 shares of Series A Convertible Preferred
Stock
to SRC Holding Corporation.  Please reconcile this apparent
discrepancy and revise your disclosure as appropriate.
Proposal to Authorize the Issuance of Shares of Common Stock . . .
8. As currently drafted, the disclosure here is difficult to read.
So that your shareholders may make an informed investment
decision,
please revise this disclosure to ensure it is as clear and concise
as
possible.  As part of your revisions, please consider reducing
unnecessary legalese, defined terms, embedded lists, and run-on
sentences.  Generally, while it is important to convey the
material
terms of the underlying transaction, it is equally important to
discuss the transaction in a manner understandable to an average
reader.  As one example, please disclose whether you already have
drawn down any funds under the line of credit.  As another
example,
more clearly discuss why it was necessary for Quest to execute a
"supplemental guaranty" and otherwise discuss how this
interrelates
with the SRC guaranty.  As one further example, more clearly
address
why Mr. Parsons agreed to subordinate amounts owed him - and
disclose
that amount - so that you could enter into the line of credit.
9. Also, in addition to discussing the transaction, please ensure
that your disclosure addresses the overall effect of the proposal.
In particular, please consider that if SRC must pay amounts under
the
guaranty or the guaranty continues beyond June 30, 2006, then the
warrants, preferred shares, and note may be exercised or converted
into shares based upon a price as low as a 50% discount to the
market
trading price.  Therefore, to balance the disclosure in the
Purpose
of Transactions section regarding dilution, you should also
present
the possible negative effects of a below-market exercise and
conversion feature.  Please revise here to clearly and concisely
disclose the following:

* As of the latest date practicable, the amount of common shares
that
you would issue assuming full exercise or conversion of the
warrants,
preferred shares, and note based upon the below-market trading
price,
the percentage of the total outstanding common shares these
amounts
represent, and that due to the floating conversion rate, you do
not
know the exact number of shares that you may issue upon
conversion.

* If triggered, the securities will be exercisable and convertible
at
a floating rate below the then-prevailing market price and, as a
result, the lower the stock price at the time the holder exercises
or
converts, the more common shares the holder gets.

* To the extent the holders exercise or convert and then sell
their
common stock, the common stock price may decrease due to the
additional shares in the market.  This could allow the holders to
exercise or convert their securities into even greater amounts of
common stock, the sales of which would further depress the stock
price.

* The significant downward pressure on the price of the common
stock
as the holders exercise or convert and sell material amounts of
common stock could encourage short sales by the holders or others.
This could place significant downward pressure on the price of the
common stock.  In this regard, explain the meaning and
significance
of short selling.

These are only examples.  Please consider whether other material
adverse effects may result from the possible below-market exercise
and conversion feature.  We may have further comment based upon
your
revisions.
10. Please disclose your common stock trading price on January 14,
2005 when you obtained the line of credit, on January 12, 2005
when
the loan agreement between you and Bank of America was made
effective, and the date when you renegotiated the warrants to SRC
and
Quest.
11. Please quantify the current balance on the promissory note
issued
to SRC that is convertible into common stock.
12. Please clearly indicate whether you are currently in
compliance
with all the financing arrangements referred to in this section.
We
also note disclosure in your Form 10-QSB for the period ended
September 30, 2004 indicating that you are involved in a lawsuit
brought by GLMKTS, Inc. and its chief operating officer seeking
damages in the amount of $365,000.  Please consider the effect, if
any, this will have on your compliance with the financial
arrangements and also the related transactions you describe in
this
information statement.
13. We note disclosure in your Form 8-K filed January 18, 2005
indicating that the line of credit will decrease to $3,000,000
from
June 1, 2005 through maturity on December 31, 2005.  We also note
disclosure in that Form 8-K more specifically detailing how the
line
of credit proceeds will be used.  Please add the disclosure to
this
section of the information statement.
Reason for Obtaining Line of Credit; Requirement of SRC Guaranty
14. We also note disclosure in your 8-K filed January 18, 2005
indicating that you intend to use the proceeds of the line of
credit
primarily for working capital, and to pay off certain outstanding
debt, including $965,000 owed to CIT Commercial Services under
global
factoring arrangements which are being retired.  Please add the
disclosure to this section of the information statement.
Reason for Current and Proposed Amendments to Outstanding Warrants
15. We note disclosure indicating that the amendments to the
existing
warrants "will make Decorize a more attractive candidate by
removing
the significant overhang. . . ."  Please disclose whether you have
any current merger of acquisition plans.
16. We note that you have contacted other existing warrant holders
to
reduce the applicable exercise periods, in exchange for reduction
in
the applicable exercise price similar to the terms granted to SRC
and
Quest.  Please revise to more clearly state the current status of
any
of negotiations with other existing warrant holders and whether
those
holders are affiliates.
Stockholder Approval
17. Expand your disclosure to discuss potential alternatives the
board considered before adopting a resolution to approve the
letter
agreement, the credit facility and the securities transactions.
For
example, describe the alternatives, the board`s reason for
rejecting
them, and identify the parties involved.  If no alternatives were
considered, clearly state this fact and discuss why alternatives
were
not considered.
Security Ownership of Certain Beneficial Owners . . .
18. Footnote 12 to the table indicates that the table includes all
executive officers and directors of the company as of September 9,
2004.  This is contrary to disclosure on page 11 indicating the
table
is current as of January 15, 2005.  Please revise to remove this
inconsistency and clarify whether this disclosure is as of the
most
recent date practicable.
19. Please revise to more clearly disclose who holds voting or
investment control over the shares owned by NestUSA and SRC
Holdings.
The footnote (3) disclosure about the former is confusing, while
there is no disclosure about the beneficial owner of the latter in
footnote (5).
Other Available Information
20. Much of the information appearing under this heading does not
appear relevant to your information statement.  For example, we
note
your reference to "Form SB-2," "prospectus," and "securities
offered
in this prospectus."  Please revise accordingly.

Form 10-QSB for the period ended September 30, 2004
Item 3. Controls and Procedures
21. You disclose here that you carried out an evaluation of the
effectiveness of the design and operation of your disclosure
controls
and procedures "[w]ithin 90 days prior to the date of filing this
Quarterly Report on Form 10-QSB...."  You also disclose that there
have been no "significant" changes in your internal controls.
Please
confirm to us that the disclosure controls were effective as of
the
end of the period covered by the report and that there have been
no
changes to internal controls that could have a material impact
upon
you.  See Items 307 and 308(c) of Regulation S-B.  Please also
comply
with the correct standards of Items 307 and 308(c) in future
filings.

* * * *

	As appropriate, please amend your filing 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.
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 filings;

* staff comments or changes to disclosure in response to staff
comments in the filings 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 contact Matthew Benson, Staff Attorney, at (202) 942-
2824
or David Mittelman, Legal Branch Chief, at (202) 942-1921 with any
other questions you may have.

						Sincerely,

						H. Christopher Owings
						Assistant Director

cc: 	Lance Hardenburg, Esq.
Fax:	(214) 922-4144

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Decorize, Inc.
February 14, 2005
Page 1

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