SecProbe.io

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March 12, 2005

via U.S. mail

Mr. Steven J. Janusek
Chief Financial Officer
Reddy Ice Holdings, Inc.
8750 North Central Expressway, Suite 1800
Dallas, Texas 75231

      Re:	Reddy Ice Holdings, Inc.
      	Form S-1 filed February 11, 2005
      File No. 333-122751

Dear Mr. Janusek:

      We have reviewed your filing and have the following
comments.
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.

Form S-1

General

1. Many of our comments apply to disclosure that appears in more
than
one place.  To eliminate the need for us to issue repetitive
comments, please make corresponding changes to all affected
disclosure, wherever it appears in your document.

2. We note that you omit information required by Regulation S-K.
Revise your filing to provide all information other than that
specified by Rule 430A under Regulation C.  See pages 6, 25, 62
and
101, for example.

3. We will need time to review all new disclosure, including any
additional proposed artwork or graphics, the intended price range,
the use of proceeds, the number of shares to be repurchased and
the
resulting ownership breakdown, prior to completing our
examination.
Similarly, we will need time to review all omitted exhibits,
including the opinion of counsel.  You can expedite the review
process by providing all this information and all these documents
promptly.  We may have additional comments.

4. Please provide the estimated per share price range of the
offering
or supplementally advise us of the proposed price range.  You will
need to include a definitive price range prior to effectiveness.

5. We remind you that as stated in Securities Act Release No.
5180, a
registrant is "in registration" at least from the time an issuer
reaches an undertaking with a broker-dealer to the period of 25-40
days during which dealers must deliver a prospectus.  Interviews
conducted by your principals during this period may raise Section
5
concerns since they may be selling material.  Any selling material
outside the statutory prospectus violates the Securities Act
unless a
final prospectus is delivered prior to or simultaneously with that
additional selling material.  Please acknowledge the staff`s
position
in your response.

6. Please ensure that the disclosure on your website is consistent
with the disclosure in your prospectus and other filings.  For
example, we note that the number of manufacturing facilities the
company owns or leases and its number of distribution centers
stated
on the website does not match the numbers stated in the
prospectus.

7. Please update your disclosure with each amendment to the most
recent practicable date.  Also, provide an updated consent from
your
independent accountant in each subsequently filed amendment.

8. Please eliminate all unnecessary redundancy throughout your
prospectus.  For example, you repeat much of your discussion of
industry overview, competitive strengths and business strategy in
the
Summary and again on pages 70 - 76.

Prospectus Cover Page

9. Provide updated and current disclosure throughout the
prospectus.
For example, update the status of your application with the New
York
Stock Exchange.

Prospectus Summary, page 1

10. Revise to provide a concise and balanced summary of the
material
information you disclose elsewhere.  The following are examples of
necessary changes to this section.

(a) Eliminate the suggestion that you only "highlight" "some"
information.
(b) Avoid the use of subjective language, such as "we believe."
(c) If you desire to retain any claims of leadership, briefly
explain
in context how it was determined and provide us with supplemental
support for the claims.
(d) Balance the positive aspects of your business with a
discussion
of the risks and limitations that could harm your business or
inhibit
your strategic plans.
(e) Eliminate repetitive disclosure.  For example, you repeat
leadership claims and your purported reputation at pages 2 - 4.

Where practicable, replace such language with quantifiable data
based
on objective sources.  Unless you can provide objective
supplemental
support for statements, this type of language and terminology is
not
appropriate.

11. The disclosures under "Competitive Strengths" and "Business
Strategy" are duplications of what is contained on pages 72-73.
This
section should summarize not repeat later disclosure.  The Summary
should also be balanced and address any risks associated with
those
strengths and strategy.  Revise accordingly.

Risk Factors, page 13

12. All risk factors should be no longer than one or two short
paragraphs.  Identify the risk, include a cross-reference to more
detailed disclosure elsewhere if appropriate, and eliminate all
excess detail.  Many of your risk factors are too detailed and
contain excessive bullet points, for example the one titled "The
terms of our new credit facilities...."  Where you discuss
multiple
risks under one caption, break the discussion into separate
factors
and include appropriate captions for each.

13. In a number of places in the risk factor section you use
phrases
such as "materially adversely affected" or "negatively affect."
Please revise to add disclosure describing and expressing the
specific and immediate effects to the investors.

14. Revise the risk factor subheadings to identify the risk and
potential harm concisely. Several captions merely state facts and
fail to describe the risk that follows, including without
limitation,
"Our dividend policy may change," "We may not be able to utilize
our
tax assets before they expire" and "Being a public company will
increase our expenses and administrative workload."

15. Other captions do not address all the risks that you present
in
the risk factor.  Revise the caption or break out separate risks
into
separate risk factors.  Examples include the possibility that the
Reddy Group notes will not be repurchased in a tender offer
mentioned
under "The terms of our new credit facilities...." at page 15 and
the
inability to obtain director and officer liability insurance as
discussed in the second full paragraph under "Being a public
company...." at page 20.

16. Eliminate language that tends to mitigate the risk you
discuss.
Examples include statements such as "we currently carry product
liability insurance that we believe is adequate...."  Instead,
focus
on the underlying risk, such as the harm that could result from
uninsured loss.  If appropriate, you may describe the extent and
effect of your insurance coverage elsewhere in your document.

Increases in the prices of electricity,...., page 17

17. We note that significant changes in the prices of electricity,
polyethylene, fuel, insurance, or other commodities may have a
material adverse effect on your business.  Please provide a
percentage as to what constitutes an increase that is significant.

Our acquisitions may not be successfully integrated...., page 18

18. To the extent that you have identified any assimiliation
issues
in the acquisitions you have made to date, identify those.

If we are unable to retain senior executives...., page 18

19. If any of your "key personnel" are not under contract, revise
to
disclose this.

Risks Relating to Our Common Stock, page 21

20. Please consider including a risk factor explaining that a
majority of the proceeds from this offering will be used to repay
debt and therefore you do not expect to have proceeds to expand or
invest in your business.

Affiliates of Bear, Stearns & Co. Inc....., page 22

21. Please provide more detailed disclosure as to why a conflict
of
interest may exist due to the underwriters` interest in the
successful completion of the offering in addition to the
underwriting
discounts and commissions they expect to receive.  What would be
the
nature of the conflict?

Special Note Regarding Forward-Looking Statements, page 24

22. Eliminate the suggestion that "will" identifies forward-
looking
statements.

Use of Proceeds, page 25

23. Revise this section to provide, in tabular and quantified
form,
the sources and uses of the funds being raised in this offering
and
the borrowings under the new credit facility.

24. Indicate how you will utilize any funds remaining after you
pay
your indebtedness and the fees associated with this offering,
where
will you allocate the additional proceeds.

Dividend Policy and Restrictions, page 26

25. Until you complete the missing blanks from this section, we
will
not be able to perform a thorough review of your filing.  Revise
this
section to provide a reasonable estimate of the dividend you
intend
to pay and amounts left blank in the first table.

26. You have not provided the covenants from your new credit
facilities and have not provided a definition of Bank EBITDA.  It
is
our position that such information is material for an investor to
be
able make an informed decision and must be provided prior to
effectiveness.  Once that information has been determined, we will
need a reasonable amount of time for consideration and possible
comment.

Estimated Cash Available to Pay Dividends Bases on Estimated
Minimum
Bank EBITDA, page 28

27. Expand the first line of this table to specify the period to
which you referring - e.g. for the period ending December 31,
2005.

28. We note that you provided coverage ratios in the last lines of
this table.  Confirm to us that these are the only coverage ratios
under debt instruments that limit your ability to pay dividends.

Net cash provided by operating activities, page 28

29. Explain in the footnote, rather than cross-reference, the term
"monitoring fees."

30. It appears the various measures you present on page 29, such
as
EBITDA, Bank EBITDA, and cash available to pay dividends, should
be
prefaced with the caption `Pro Forma.`

Assumptions and Considerations, page 31

31.  To the extent known or practicable, quantify the information
in
the bullets.

	Restrictions on Payments of Dividends, page 32

32. Please expand your disclosures under this heading to address
the
likelihood that the various matters identified will limit your
ability to pay dividends.  Also explain the meaning of the terms
"sufficient capacity" and "buildup amount" on page 33.

Unaudited Pro Forma Condensed Financial Information, page 38

33. We note you provide a listing of events included in the pro
forma
Statements of Operations for the year ended December 31, 2003, and
the nine months ended September 30, 2004.  Please include the
dates
these events took place along with such disclosures.

34. We note that you make reference in your disclosure on page 7
to a
stock split.  Please provide us with details of your plan to
effect
the stock split and explain how you intend to address this pending
event in the financial information included in the filing.

35. We note your disclosure under point (5) on page 12, indicating
you have assumed all of the Reddy Group notes are repurchased in
the
tender offer.  Please expand your disclosure to describe the basis
for your assumption and the likelihood that all of the notes will
not
be repurchased, as well as the effects on your various measures if
they are not.

36. We note that under points (m), (n), and (o) that you have
included adjustments for the elimination of professional fees,
employee bonuses, and the accretion of redeemable common stock
warrants related to the Triangle acquisition by Reddy.  It appears
that these items are nonrecurring charges in the historical
financial
statements indirectly affected by the transaction which generally
would not be eliminated in arriving at pro forma results.

37. We note your disclosure under point (o), indicating that the
pro
forma adjustment for interest expense on the term loan was
calculated
with an assumed LIBOR rate of 1.20%, and that you have other
adjustments based on a similar assumption.  Please expand your
disclosure to explain the basis for using this rate.  It should be
clear how it compares to the prevailing rate in the historical
periods, and the terms of your loan agreements.

Management`s Discussion and Analysis..., page 51

Overview

      Predecessor and Successor, page 52

38. We note you have combined the financial results of the
Successor
and Predecessor entities for the 2003 annual and nine-month
periods.
Due to the application of purchase accounting, we generally do not
believe the results of operations of the two entities are
sufficiently comparable to combine in the manner in which you have
described.  It appears you may need to restructure your MD&A to
base
your analysis on the separate results of the Successor and
Predecessor entities.

39. Consider shortening your overview.  The discussion would be
improved for example, if it more concisely presented a discussion
of
your organization and identified any of the significant matters
with
which management is concerned when evaluating your financial
condition and operating results.  In your revision, please
consider
identifying the material opportunities, challenges and risks on
which
management is most focused, both on a short and long-term basis.
This section should set forth those issues or factors which
consistently impact you from period to period but with the
specific
impact for a given period being addressed later in the discussion
of
that period.  Please refer to FRC 501.12 and Release No. 34-48960
for
additional guidance.

Business, page 71

	Selectively Pursuing Acquisitions, page 73

40. Please provide the basis for your conclusion that you
successfully integrated Triangle into your operations during 2004.

Legal Proceedings, page 81

41. Quantify the damages sought in the settling litigation
resulting
from an ammonia release in June 2001 at your Baton Rouge,
Louisiana
facility.

Principal and Selling Shareholders, page 93

42. Is any selling shareholder a registered broker-dealer or
affiliate of a registered broker-dealer?  If so, please confirm to
us
on a supplemental basis that the security holder purchased the
securities you are registering on its behalf in the ordinary
course
of business, and that at the time of the purchase of the
securities
to be resold, the security holder had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.  Otherwise, identify the reselling security holder
as
an underwriter.  We may have additional comments.

Certain Relationships and Related Transactions, page 95

43. We note that the Reddy Holdings acquired Packaged Ice via Cube
in
2003.  Describe the terms of that acquisition and provide any
disclosures required by Item 404(d) of Regulation S-K.

Material United States Federal Income and Estate Tax
Considerations,
page 107

44. Revise your statement that the reader "should" consult with
his/her own tax advisor as the term "should" suggests obligation.
You may replace the admonition with language to the effect that
you
recommend or encourage that consultation.

Underwriting, page 110

45. Rather than referring to "among" the factors to be considered,
identify all material factors that will be used to determine the
initial public offeri