SecProbe.io

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                       [DIAMOND TRIUMPH AUTO GLASS LOGO]

July 12, 2005

VIA EDGAR AND FACSIMILE

David R. Humphrey
Branch Chief - Accountant
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

            Re:   Diamond Triumph Auto Glass, Inc. (the "Company")
                  Form 10-K for fiscal year ended December 31, 2004
                  File No. 333-33572

Dear Mr. Humphrey:

      We are writing to respond to comments contained in the letter dated June
6, 2005 (the "Comment Letter") from the staff (the "Staff") of the Securities
and Exchange Commission (the "Commission") concerning the above-referenced
filing. The Company is not an "accelerated filer," and intends to file its
quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2005 (the
"June Form 10-Q") on or prior to August 15, 2005.

      For ease of reference, the Staff's comments are set forth below in italics
and the headings below correspond to the headings as set forth in the Staff's
Comment Letter referenced above. The Company's response to each of the Staff's
comments is set forth immediately below the text of the comment to which it
relates and the numbered responses below correspond to the numbered paragraphs
of the Staff's Comment Letter reference above.

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JULY 12, 2005
PAGE 2

FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004

ITEM 1 -- BUSINESS

OVERVIEW, PAGE 1

1.    We note your disclosure regarding "branch operating profit" of
      approximately $104,000 per location in 2004. Please discontinue the
      presentation of this non-GAAP measure. See FR-65 for guidance.

            RESPONSE: In response to the Staff's comment, we intend to comply
            with the comment in future filings beginning with the June Form
            10-Q.

ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES, PAGE 21

2.    Liquidity generally should be discussed on both a long-term and short term
      basis. Accordingly, the discussion of the sufficiency of your resources to
      satisfy ongoing cash requirements for the next twelve months should be
      expanded to discuss liquidity on a long-term basis. In this regard, we
      note that substantially all of your indebtedness comes due on April 1,
      2008. Therefore, you should discuss the consequences to your business if
      (for whatever reason) you fail to repay or refinance the Notes prior to
      their maturity on April 1, 2008. See Instruction #5 to Item 303(a) of
      Regulation S-K.

            RESPONSE: We will expand our discussion regarding long-term
            liquidity in future filings beginning with the June Form 10-Q. Our
            discussion will include potential consequences to the Company
            should, for whatever reason, we fail to repay or refinance our
            long-term debt on or prior to maturity.

3.    Based on the disclosure in Item 2 of your filing, it appears that all of
      your properties are leased. If true, we suggest that your discussion of
      liquidity and capital resources state that none of your properties are
      owned and, as a result, they do not represent a potential source of
      liquidity (through sale or sale/leaseback transactions). See Items
      303(a)(1) and 303(a)(2)(ii) of Regulation S-K.

            RESPONSE: We will incorporate appropriate language in future
            filings, beginning with the June Form 10-Q, to reflect that all our
            properties are leased and that they do not represent a potential
            source of liquidity.

4.    Please add a general discussion of your credit facility, with a
      description of any limitations on borrowings. Based on the disclosure in
      Note 5 to your financial statements, it appears that your available
      borrowings are substantially less than the maximum amount of $25 million.
      Please specifically disclose the amount available in light of your
      restrictive covenants and the amount of your outstanding letters of
      credit.

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JULY 12, 2005
PAGE 3

            RESPONSE: We will include a general discussion in future filings,
            beginning with the June Form 10-Q, related to borrowing limitations
            under our credit facility as they pertain to restrictive covenants
            and outstanding letters of credit.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS, PAGE 24

5.    We believe you should include scheduled interest payments in the table or,
      in the alternative, include additional disclosure regarding interest
      payments in a footnote to the table. See Section IV.A of FR-72 for
      guidance.

            RESPONSE: We will include scheduled interest payments in either the
            table or in a footnote to the table in future filings, beginning
            with the June Form 10-Q.

ITEM 8 -- FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS, PAGE F-5

6.    In Note 6 to your financial statements, you state that, with respect to
      your preferred stock, the mandatory redemption clause has been eliminated.
      However, on the face of your balance sheet, you still refer to your
      preferred stock as redeemable. Please explain supplementally and/or revise
      your disclosure, as appropriate.

            RESPONSE: We will eliminate the word "redeemable" in regards to the
            Company's preferred stock in future filings, beginning with the June
            Form 10-Q.

CONSOLIDATED STATEMENTS OF OPERATIONS, PAGE F-6

7.    We note from the description of your revenue recognition policy in Note 2
      to your financial statements that installation and related services are
      integral to the generation of revenues. Accordingly, the associated costs
      of these services should be deducted before presenting any measure of
      profitability (such as gross profit). Since your cost of sales appears to
      represent the cost of glass but not the cost of installation, we believe
      you should discontinue the presentation of gross profit and include cost
      of sales in your operating expenses. Similarly revise the discussion of
      your results of operations in MD&A and, in your quarterly financial data
      on page 16, substitute income from operations for gross profit.

            RESPONSE: For all future filings, beginning with the June Form 10-Q,
            we will discontinue the presentation and discussion of gross profit,
            and will include our cost of sales as an operating cost.

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JULY 12, 2005
PAGE 4

            As requested by the Staff, the Company confirms the following:

      -     The Company is responsible for the adequacy and accuracy of the
            disclosure in its filings with the Commission;

      -     Staff comments or changes to disclosure in response to Staff
            comments 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.

      Please note that the Company recently appointed a new Chief Financial
Officer in May 2005. Future communications to the Company can be directed to
Diamond Triumph Auto Glass, Inc., 220 Division Street, Kingston, Pennsylvania
18704 to the attention of:

            -     Norman Harris, Chief Executive Officer

            -     Michael A. Sumsky, President, Chief Operating Officer and
                  General Counsel

            -     Douglas M. Boyle, Chief Financial Officer

      We are filing this letter via EDGAR and arranging to have a courtesy copy
of this letter delivered to you by facsimile. If you have any questions or
comments regarding our response to the Comment Letter, please do not hesitate to
contact me at (570) 287-9915 x3182.

                                         Very truly yours,

                                         /s/ Michael A. Sumsky
                                         ---------------------
                                         Michael A. Sumsky
                                         Chief Operating Officer and
                                         General Counsel

cc:   Mr. Howard A. Sobel, Esq

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