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December 8, 2005

BY EDGAR

United States Securities and
Exchange Commission

Station Place

100 F Street, N.E.

Washington, DC  20549-7010

Attn.:  Edward M. Kelly and Tracey Houser

  Re:

  Beacon
  Roofing Supply, Inc.

  Pre-effective
  Amendment No. 2 to Registration Statement on Form S-3

  Filed
  December 8, 2005

  File No.
  333-128919

Dear Ms. Houser:

You commented yesterday by
telephone that your position is that Regulation S-X Rule 3-05(b)(4)(iii) would
require the presentation of subsequent interim period information for the three
and ninth months ended September 30, 2005 for SDI Holding, Inc. in the company’s
registration statement on Form S-3.  We
believe the company fits into an exception to the filing requirement.

The company has advised me
that, as a result of the filing of its annual report on Form 10-K for the year
ended September 24, 2005, the investment, asset and income tests with respect
to SDI (together with a small acquisition closed subsequent to the fiscal year
end) are 48.5%, 41.7% and 2.0%. Because these ratios are all less than 50%, the
company is relying on Regulation S-X 3-05(b)(4)(i) to exclude from the
registration statement the subsequent interim period information. In fact, the
rule would permit the company to exclude all SDI financial statements from the
registration statement under the clear language of the rule—the registration
statement “need not include separate financial statements of the acquired
business”—because the company meets the two conditions contained in subparagraph
(B) of the rule.  First, assuming a
pricing next week, the final prospectus will be filed “no more than 74 days
after the consummation of the business combination,”  well before the deadline of December 27,
2005.   Second, financial statements
covering the period you have requested on your call yesterday have not been previously filed by the registrant.  The fact that some financial information has
been filed is irrelevant.  We believe
that the purpose of the rule is to prevent registrants from arbitrarily omitting
information that was in final form and released to the market, rather than to
require the filing of additional information expressly permitted to be excluded.

In a subsequent conversation
today, you also raised the issue of whether it is appropriate to use the
September 24, 2005 financials as a baseline for calculating the 50%
significance test. The filing of an annual report on Form 10-K is a critical
event.  According to Topic 2.I.D.3 of the
Division of Corporation Finance Training Manual (2000 edition), an intervening
Form 10-K can be used to determine significance for an acquisition closing
after the fiscal year end for purposes of Form 8-K. We believe the same logic
would apply to a registration statement.
In addition, pursuant to the undertakings found in Item 512 of
Regulation S-K, for liability purposes, the Form 10-K is the equivalent of
filing a new registration statement and it is appropriate to take a fresh look
at significance.

Please call me at 312-258-5653
if you require any additional information.

  Sincerely,

  /s/ David
  McCarthy

  David
  McCarthy

  cc:

  Robert R.
  Buck

  David Grace

  Leland
  Hutchison

  Brian
  Schafer