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Dial (214) 922-4156

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Fax (214) 922-4144

lhardenburg@hallettperrin.com

February
22, 2005

    U.S. Securities and Exchange
    Commission

       Copies sent via Federal
      Express

450 Fifth
Street, N.W.

Washington,
D.C. 20549-0303

Attn: Mr. H.
Christopher Owings

Mr. David
Mittelman

Mail Stop
03-08

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

Ladies
and Gentlemen:

On behalf
of Decorize, Inc., a Delaware corporation (the “Company”), we have filed
Amendment No. 1 to the Company’s Preliminary Information Statement on Schedule
14C (the “Information Statement”), originally filed on January 18, 2005 (File
No. 1-31260), in response to your comment letter, dated February 14, 2005, which
was addressed to the Chief Executive Officer of the Company. This letter
responds to each of the comments set forth in your February 14th letter
on behalf of the Company.

For your
convenience, the numbered paragraphs below correspond to those in the February
14th comment
letter, and your comments are presented in bold face. We are also sending a copy
of this letter to you via overnight delivery, together with two marked copies of
the Preliminary Information Statement, which show all changes made since the
previous filing.

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.

U.S.
Securities and Exchange Commission

February
16, 2005

Page
2

In
response to this comment, we confirm that the Company is aware of the Staff’s
position, and we have revised the “Registration of Common Stock” paragraph of
the Proposal to Authorize section of the Information Statement to reflect this
understanding.

      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.

The
Company has revised the disclosure throughout the Information Statement in
response to this comment.

    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.

The
Company has revised the disclosure throughout the Information Statement to make
it clear that the stockholder consent authorized the Company to offer to modify
the remainder of its outstanding warrants on the same material terms as were
agreed to by SRC Holdings Corporation and Quest Capital Alliance, L.L.C. with
respect to their existing warrants. We have revised the disclosure in the
Purpose of Transactions section to make it clear that the stockholder consent
included all of the material terms upon which the Company’s outstanding warrants
could be modified, and we have summarized those material terms. We have further
confirmed that there is no prohibition on Decorize’s stockholders approving the
modification of the warrants pursuant to those terms, under any of the
applicable rules and regulations of the American Stock Exchange or under
Delaware corporate law.

U.S.
Securities and Exchange Commission

February
16, 2005

Page
3

      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.

The
Company has revised the disclosure throughout the Information Statement in
response to this comment.

    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.

The
Company confirms that it will include appropriate disclosure of the referenced
transactions in the Management’s Discussion and Analysis sections of any
upcoming filings made on Forms 10-QSB and 10-KSB, which relate to any periods
affected by those transactions. The Company’s disclosure will be made in a
manner intended to comply with all applicable rules and regulations of the
Staff, including the referenced release.

    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.

Disclosure
responsive to this comment has been made to the “Interest of Certain Persons”
section of the Information Statement.

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.

U.S.
Securities and Exchange Commission

February
16, 2005

Page
4

Disclosure
responsive to this comment has been made to the referenced portion of the
Information Statement.

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
      “supplementary 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.

Disclosure
responsive to this comment has been made to the “Proposal to Authorize” section
of the Information Statement.

    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;

U.S.
Securities and Exchange Commission

February
16, 2005

Page
5

    ·

      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;
and

    ·

      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.

Disclosure
responsive to this comment has been made throughout the “Proposal to Authorize”
section of the Information Statement.

    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.

Disclosure
responsive to this comment has been made to the introductory paragraph of the
“Proposal to Authorize” section of the Information Statement.

    11.

      Please
      quantify the current balance on the promissory note issued to SRC that is
      convertible into common stock.

Disclosure
responsive to this comment has been made to the “Proposal to Authorize” section
of the Information Statement.

    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.

U.S.
Securities and Exchange Commission

February
16, 2005

Page
6

The
Company has made disclosure responsive to this comment has been made to the
“Proposal to Authorize” section of the Information Statement. The Company has
been advised by counsel that the referenced lawsuit is likely to be resolved in
a manner that is not going to have a materially negative impact on the working
capital condition of the Company, nor on its ability to comply with the
transactions disclosed in the 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.

Disclosure
responsive to this comment has been made to the “Proposal to Authorize” 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.

Disclosure
responsive to this comment has been made to the introductory paragraphs of the
“Proposal to Authorize” 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