SecProbe.io

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April 15, 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.
      	Amendment No. 1 to Form S-1 filed April 6, 2005
      File No. 333-122751

      Form S-4 filed April 6, 2005
      File No. 333-123871

Dear Mr. Janusek:

      We have reviewed the above filings 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

Risk Factors, page 11

Certain affiliates or associated entities of underwriters.....,
page
19

1. In this section, please identify Lehman Brothers Inc. as your
qualified independent underwriter.

Dividend Policy and Restrictions, page 23

2. We note your responses to our prior comments 25 and 26.  We may
have additional comments when you complete the missing blanks from
this section.

3. We note that you added a "pro forma" column header to the
information appearing on pages 25 and 26 in response to prior
comment
30.  However, we continue to believe, due to the critical nature
of
the disclosures in this section, that the various line items
within
your reconciliations should be prefaced with "pro forma" labeling,
consistent with the prominence given to "estimated" amounts on
page
25.

	Restrictions on Payments of Dividends, page 29

4. We note your response to our prior comment 32.  Please clearly
define the meaning of the term "buildup amount" the first time you
use it or be more specific about the location of its definition.

Unaudited Pro Forma Condensed Financial Information, page 34

5. We note that although you provided a date for the offering of
the
Reddy Holdings notes in response to prior comment 33, there are
three
other transactions listed in your summary, including the (i)
redemption of series A preferred stock, (ii) payment of a $10.4
million dividend, and (iii) payment of a $1.2 million special
transaction amount; for which no dates are provided.  We reissue
prior comment 33.

6. We understand you are continuing to evaluate the manner of
implementing and presenting the effects of the stock split you
mention on page 34.  We will continue our review of this matter
once
you are able to respond fully to prior comment 34.

7. We note your response to prior comment 35, explaining that
although you believe your tender offer is priced at a level that
will
attract a full response, you will add disclosure to the prospectus
prior to effectiveness "if indications are that a meaningful
amount...might not be tendered."  We understand that you have
considered all available information, and have concluded that this
alternate scenario is currently unlikely.  In the event that your
expectations change, such that it becomes reasonably likely that a
material amount of the notes will not be tendered, it will be
necessary to modify your pro forma presentation to fairly reflect
the
range of possible outcomes.  Please advise us if we have
misunderstood the extent of the analysis serving as the basis for
your stated expectations.

8. Please discuss the accounting effects that you expect to record
in
conjunction with your plan to accelerate the vesting of stock
options, mentioned on page 80.  If you believe the effects will
not
be material, and prefer not to include further disclosure on the
subject, submit this information on a supplemental basis.

9. The reasons for the differences between the various line items
listed under sources and uses on page 22, and the corresponding
amounts on page 36, are unclear.  It is also unclear why the
amounts
included under point (a) on page 36 do not agreed with the various
pro forma adjustments identified on page 35, referencing that
note.
Please revise your presentation and disclosures as necessary to
clarify.

Management`s Discussion and Analysis, page 41

10. We note that you have not complied with prior comment 38,
concerning the combined predecessor and successor financial
information, serving as the basis for your discussion and
analysis.
Although we understand that you may be able to address variances
attributable to the application of purchase accounting while
comparing the combined amounts of 2003 with both the preceding and
subsequent periods, we continue to believe that the transition in
financial accounting, accompanied by the change in reporting
entities, precludes combining the results of the separate
entities,
as if they were one and the same for the entire period, for
purposes
of disclosure in MD&A.  Similarly, we believe the combined
columnar
information, such as that appearing on pages 8 and 9 of your
prospectus, should be removed from the filing.  We will not object
if
you wish to provide a limited discussion/presentation utilizing
combined revenues.

Financial Statements

Note 11 - Capital Stock, page F-23

11. We are continuing to review the supplemental material you
provided in response to prior comment 56, concerning your
valuations
of stock option grants.  We have several preliminary requests.  We
would like to understand the composition of discounts factored
into
your valuations, specifically as they relate to the marketability
of
your shares, and lack of control for minority positions.  Please
submit a schedule showing a breakdown of the discounts employed.
Tell us what evidence you have to support a view that minority
shareholders would not receive a proportionate share of current
and
future cash flows (i.e. explain why they would incur a
disproportionate return on their investment); and describe any
actions taken by the controlling shareholders, of which you are
aware, placing minority shareholders at a disadvantage (e.g.
identify
the effects of any compensation arrangements or management fees
that
you believe are excessive).

In addition to the foregoing, please explain to us why you believe
that further disclosure of the significant factors, assumptions
and
methodologies used in determining fair value; and the intrinsic
value
of your vested and unvested stock options at the most recent
balance
sheet date, based on your estimated IPO price, would not be
pertinent
to an understanding of your liquidity, capital resources, and
results
of operations.  If you do not believe disclosing intrinsic values
would be helpful, please submit your information on a supplemental
basis.  We will need to know your expected IPO price, for
consideration relative to the business changes described, to
advance
our review of this matter.

In responding to this comment, please also provide us with a
schedule
showing the timeline covering the period from when you first
considered your IPO through the present.  Describe the nature of
and
include dates for all discussions with underwriters, changes in
your
expectations for the offering price, sales of stock, issuances of
stock options and warrants, significant changes in your business,
and
so forth.  Include an analysis of the significant business events,
addressing the related impact on the fair value of your stock.
Where
applicable, quantify the number of securities issued, prices
received
for sales of stock and exercise prices ascribed to options and
warrants;  describe your relationship with the counterparties in
these transactions.

Form S-4

12. Please note that we are monitoring the Form S-4 for the above
comments and the ones previously issued on the Form S-1.

Closing Comments

      Please amend your registration statement in response to
these
comments.  You may wish to provide us with a marked copy of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      No other review of the registration statement has been made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included.  You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

      Please direct questions regarding accounting issues and
related
disclosures to Traci Towner at (202) 824-5673 or, in her absence,
to
Karl Hiller at (202) 942-1981  Direct questions relating to all
other
disclosure issues to Jason Wynn, at (202) 824-5665 or, in his
absence, to the undersigned at (202) 942-1870.   Direct all
correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	T. Towner
      J. Wynn
	K. Hiller

      via facsimile

	Roger Meltzer, Esq.
      John Papachristos, Esq.
      Cahill Gordon & Reindel LLP
            (212) 269-5420
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Reddy Ice Holdings, Inc.
April 15, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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