SecProbe.io

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November 1, 2005

By facsimile to (312) 258-5600 and U.S. Mail

Mr. Robert R. Buck
President and Chief Executive Officer
Beacon Roofing Supply, Inc.
1 Lakeland Park Drive
Peabody, MA 01960

Re:	Beacon Roofing Supply, Inc.
	Registration Statement on Form S-3
	Filed October 11, 2005
File No. 333-128919
Current Report on Form 8-K
Filed October 18, 2005
File No. 0-50924

Dear Mr. Buck:

	We reviewed the filings and have the comments below.

	Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

      Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

General

1. We note that non-Rule 430A information is omitted throughout
the
registration statement.  To the extent practicable, complete the
information before you amend the registration statement.

2. We note that you intend to file by amendment the underwriting
agreement and the legality opinion.  Allow us sufficient time to
review the underwriting agreement and the legality opinion before
requesting acceleration of the registration statement`s
effectiveness.

3. We are not making any determination whether the disclosure,
including, for example, cautionary language or the disclosure`s
placement, satisfies the sections` requirements if the
registration
statement states that it:

* Includes forward-looking statements within the meaning of
section
27A of the Securities Act and section 21E of the Exchange Act.

* Otherwise makes reference to those provisions.

* Makes reference to the Private Securities Litigation Reform Act
of
1995 generally.

Prospectus Summary, page 1

4. The summary is too detailed and includes information about
Beacon
Roofing Supply, Inc. or Beacon and its business best included
elsewhere in the prospectus.  Revise so that the summary
highlights
in a brief overview the key aspects or features of Beacon and its
business.  In particular, delete "Our strengths" and "Growth
strategies" because that information is repeated in the business
section.  Similarly, condense "U.S. industry overview" because
much
of the information is repeated in the business section.  See Item
503(a) of Regulation S-K.

Risk Factors, page 8

5. Several risk factors` headings state merely a fact or describe
an
event that may occur in the future or are too vague to describe
adequately the risk that follows.  For example, refer to the
twelfth,
seventeenth, and eighteenth risk factors.  State succinctly the
risk
that flows from the fact or uncertainty.

6. Several risk factors` headings and discussions include generic
conclusions such as Beacon`s results of operations, business, or
financial condition would or could be materially and adversely
affected or would or could be harmed.  For example, refer to the
fifth, ninth, and eighteenth risk factors.  Avoid generic
conclusions.  Rather, explain specifically what the risk`s
consequences or effects are for Beacon and its securityholders.

7. Generally, each risk factor should discuss a single risk.  For
example, refer to the first risk factor, and revise.

Use of Proceeds, page 15

8. We note the disclosure that amounts repaid under the revolving
credit agreement "will be redrawn from time to time for general
corporate purposes, including acquisitions."  Consider whether
material amounts of additional funds will be necessary to
accomplish
these purposes.  If so, provide the disclosure required by
instruction 3 to Item 504 of Regulation S-K.

9. If applicable, provide disclosures specified by instruction 6
to
Item 504 of Regulation S-K.

Unaudited Pro Forma Consolidated Financial Data, page 19

10. We note that you included the fourth quarter of fiscal year
2004
of SDI Holding, Inc. or SDI in its historical financial data to
arrive at pro forma financial data for the year ended September
25,
2004 and the nine months ended June 30, 2005.  Carol A. Stacey,
Chief
Accountant, included in her September 9, 2005 letter a note to
remind
you that if you exclude any period or include any period more than
once in a pro forma statement of operations, you need to include
additional quantitative and narrative disclosure about gross
profit,
selling and marketing expenses, and operating income/(loss) for
that
period to inform readers about the effects of any unusual charges
or
adjustments in the omitted or double counted period.  Revise your
disclosure to include that information.  See Article 11-02(c)(3)
of
Regulation S-X.

11. We note that your unaudited pro forma consolidated statement
of
operations for the year ended September 25, 2004 includes pro
forma
financial data for Beacon that include adjustments to Beacon`s
historical financial data for the use of proceeds from Beacon`s
initial public offering or IPO.  First, Article 11-02(b)(4) of
Regulation S-X requires your pro forma financial statements to
begin
with historical financial information.  Second, inclusion of the
adjustments related to the use of proceeds from the IPO is not in
accordance with Article 11-02(b)(6)(i) of Regulation S-X because
those securities are not the subject of this registration
statement.
Thus, include Beacon`s historical financial information for the
year
ended September 25, 2004.

12. Include in a footnote to your pro forma financial statements
information such as the impact to your statement of operations for
the payment of certain debt and the repurchase of warrants with
the
proceeds from your IPO for material nonrecurring charges and
related
tax effects included in your historical financial statements.  See
Article 11-02(c)(4) of Regulation S-X.

13. We note that you included the pro forma as adjusted for the
year
ended September 25, 2004 in your selected consolidated financial
data
section on page 17.  Remove this financial data and replace it
with
the revised pro forma financial information, as noted above.  In
accordance with instruction 2 to Item 301 of Regulation S-K, you
should describe briefly factors such as the repayment of certain
debt
and redemption of all of your outstanding warrants after fiscal
year
ended September 25, 2004 that affect materially the comparability
of
information reflected in the selected financial data.

14. Remove adjustment note b, or tell us how you will be able to
replace the management services provided to SDI for no future
cost.
See Article 11-02(b)(6)(ii) of Regulation S-X.

15. Revise adjustment notes c and f to present separately each
adjustment and to articulate clearly how each adjustment is
calculated.  The disclosure should indicate clearly the impact on
future interest expense for:

* The debt used to purchase SDI.

* The debt not assumed in the acquisition of SDI for which
interest
expense is included in historical financial information.

* The repayment of debt from the proceeds of this offering.

The disclosure should state also the interest rate used to
determine
the adjustment to interest expense.

16. Remove adjustment note d because it appears to be an
infrequent
charge included in your underlying historical financial statements
that is not directly attributable to the acquisition of SDI or the
offering.  See Article 11-02(b)(6)(i) of Regulation S-X.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 27

17. For any credit facility or other financial instrument that
requires Beacon to satisfy specified financial ratios and tests,
state what the limits of all material financial ratios and tests
are.
Also indicate whether Beacon is in compliance with them.  We note
the
disclosure under "Senior secured credit facilities" on page 45.

Business, page 48

18. We note that the first paragraph is the same as the third
paragraph under "Roofing distributors" on page 50.  Please revise.

Management, page 61

19. In the biographical paragraphs of Messrs. Daniel R. Tinker and
John H. Bradberry on pages 63-64, describe briefly their business
experience during the past five years.  See Item 401(e)(1) of
Regulation S-K.

Selling Stockholders, page 65

20. Describe briefly how each selling stockholder acquired the
securities being offered for resale.

21. Indicate the nature of any position, office, or other material
relationship which the selling stockholder has had within the past
three years with Beacon or any of its predecessors or affiliates.
See Item 507 of Regulation S-K.

22. Describe any continuing relationships with selling
stockholders.
We note the disclosure under "History" on page 49.

23. Confirm that none of the selling stockholders is a broker-
dealer
or a broker-dealer`s affiliate.

24. If a selling stockholder is a broker-dealer, tell us whether
the
selling stockholder acquired its securities as compensation for
underwriting activities.  Unless a broker-dealer acquired the
securities as compensation for underwriting activities, Beacon
must
identify the broker-dealer as an underwriter in the prospectus.
Language such as "may be deemed to be" an underwriter is
unacceptable
if the selling stockholder is a broker-dealer.

25. If a selling stockholder is a broker-dealer`s affiliate,
include
disclosure that this broker-dealer`s affiliate:

* Purchased in the ordinary course of business the securities to
be
resold.

* Had no agreements or understandings, directly or indirectly,
with
any person to distribute the securities at the time of their
purchase.

If Beacon is unable to make the representations noted above in the
prospectus, Beacon must state in the prospectus that the selling
stockholder is an underwriter. Language such as "may be deemed to
be"
an underwriter is unacceptable if the selling stockholder is an
affiliate of any underwriter that cannot make these
representations.

 Underwriting, page 67

26. We note the disclosure in the first paragraph on page 70.
Identify any members of the underwriting syndicate or securities
dealers that will engage in an electronic offer, sale, or
distribution of the shares of common stock being offered.
Describe
their procedures to us.  Alternatively, confirm that our Office of
Chief Counsel reviewed the procedures without objection.

27. If you become aware of any additional members of the
underwriting
syndicate that may engage in electronic offers, sales, or
distributions after you respond to this comment, supplement
promptly
your response to identify those members, and provide us similar
information about their procedures.  Also include a brief
description
of any electronic distribution in the prospectus.

28. Tell us whether Beacon or the underwriters have any
arrangement
with a third party to host or access the preliminary prospectus on
the Internet.  If so, identify the party and the website, describe
the material terms of the agreement, and provide us a copy of any
written agreement.  Also provide us copies of all information
concerning Beacon or the prospectus that has appeared on the third
party`s website.  If you enter subsequently into any such
arrangements, supplement promptly your response.

29. We note that limited partners of Code Hennessy & Simmons III,
L.P. may receive distributions of common stock and may resell
without
restriction.  Please describe in more detail these distributions.

Where You Can Find More Information, page 71

30. Expand this section`s last paragraph to disclose:

* The name of the office or person at the address.

* The telephone number at the address.

8-K

31. Amend the 8-K to address the comments above relating to your
unaudited pro forma financial statements for the acquisition of
SDI
and the offering.

Closing

	File amendments to the S-3 and the 8-K in response to the
comments.  To expedite our review, Beacon may wish to provide us
three marked courtesy copies of the amendments.  Include with the
filings any supplemental information requested and a cover letter
tagged as correspondence that keys the responses to the comments.
If
Beacon thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendments, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Beacon and its management are in
possession
of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of
the
disclosures that they have made.

      If Beacon requests acceleration of the registration
statement`s
effectiveness, Beacon should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Beacon from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.

* Beacon may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceeding
initiated by the Commission or any person under the United States`
federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Beacon provides us in our review of the
registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Tracey L.
Houser, Staff Accountant, at (202) 551-3736 or Alfred P. Pavot,
Jr.,
Staff Accountant, at (202) 551-3738.  You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or Christopher B. Edwards, Special
Counsel, at (202) 551-3742.

Very truly yours,

Pamela A. Long

Assistant Director

cc:	David S. McCarthy, Esq.
	SchiffHardin LLP
	6600 Sears Tower
	Chicago, IL 60606

	Leland Hutchinson, Esq.
	Winston & Straw LLP
	35 West Wacker Drive
	Chicago, IL 60601

Mr. Robert R. Buck
November 1, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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