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CORRESP
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April 5, 2005

VIA EDGAR TRANSMISSION AND BY HAND

Jason
Wynn

Division of Corporation Finance

Mail Stop 0405

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

  Re:

  Reddy Ice Holdings, Inc.

  Registration Statement on Form S-1
  (File No. 333-122751)

Ladies and Gentlemen:

On behalf of Reddy Ice Holdings, Inc., a Delaware
corporation (the “Company”) and
pursuant to the provisions of the Securities Act of 1933, as amended, we are
filing by EDGAR transmission amendment No. 1 to the registration statement
on Form S-1 (File No. 333-122751) (“Amendment No. 1”). The registration
statement was initially filed on February 11, 2005 (such initial filing,
together with Amendment No. 1, being herein referred to as the “Registration Statement”).

In addition, this letter sets forth the responses of
the Company to the comments raised by the staff of the Securities and Exchange
Commission (the “Staff”) in H.
Roger Schwall’s letter dated March 12, 2005 to Mr. Steven J. Janusek.
To facilitate your review of Amendment No. 1, this letter keys our
responses to your comments and provides any requested supplemental information
currently available. Where practicable, we have specifically identified the
places where changes were made in Amendment No. 1. Unless otherwise
indicated, references in our responses to page numbers refer to the page numbers
of the blacklined Amendment No. 1.

To expedite your review, we have enclosed with the
by-hand copy of this letter five copies of Amendment No. 1, together with
the Annexes thereto, marked against the initial filing of the Registration
Statement.

REQUEST
FOR CONFIDENTIAL TREATMENT:   Please note that the
Company requests confidential treatment pursuant to Rule 83 (17 CFR 200.83)
for some portions of responses and supplemental information on the basis that
the information is entitled to exemption under the Freedom of Information Act.
All information for which confidential treatment is requested has been set
forth in Annex B hereto. The
version of this letter submitted via EDGAR has Annex
B redacted; the by-hand copy includes confidential Annex B.

General

1.                 Comment:
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.

Response: In response to the
Staff’s comment, the Company has made changes to all affected disclosure that
relates to any given comment. The Company has also made a significant effort to
reduce repetitive disclosure throughout Amendment No. 1.

2.                 Comment: 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.

Response: The Company is still in
the process of consulting with its stockholders and the managing underwriters,
as well as observing market conditions. As a result, the Company is not yet
able to include certain non-Rule 430A information in Amendment No. 1,
such as the appropriate price range,

the ratio of the split of the Company’s common stock
and some dividend table information. The Company will include all non-Rule 430A
information in future filings promptly after making such determinations.

3.                 Comment: 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.

Response: In response to the
Staff’s comment, the Company is supplementally providing additional graphics it
intends to include on the inside front cover of the prospectus as Annex A hereto. The Company
acknowledges that the Staff will need sufficient time to review this additional
information prior to any distribution of the preliminary prospectus. As
mentioned in the response to Comment #2 above, the Company is continuing to
evaluate the appropriate price range and certain other information.

4.                 Comment: 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.

Response: The Company is still in
the process of determining the estimated share price range of the offering and
as a result is not yet able to include this information in Amendment No. 1.
The Company will supplementally advise you when it determines the estimated
price range. The Company acknowledges that it will need to include a definitive
price range prior to effectiveness.

5.                 Comment: 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.

Response: The Company
acknowledges the Staff’s position with regard to Securities Act Release No. 5180.

6.                 Comment: 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.

Response: In response to the
Staff’s comment, the Company has updated its website so that the disclosure on
the website is consistent with the disclosure in Amendment No. 1 and its
other filings.

7.                 Comment: 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.

Response: In response to the
Staff’s comment, the Company has updated the disclosure included in Amendment No. 1
to the most recent practicable date. The Company has provided an updated consent
from its independent accountant with Amendment No. 1 and will do so with
each subsequently filed amendment.

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8.                 Comment: 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.

Response:
In response to the Staff’s comment, the Company has made a significant effort
to decrease the length and reduce repetitive disclosure throughout Amendment No. 1,
including in the Summary section.

Prospectus Cover Page

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

Response:
In response to the Staff’s comment, the Company has updated the disclosure
included in Amendment No. 1 to the most recent practicable date, including
the Company’s expected NYSE symbol.

Prospectus Summary, page 1

10.          Comment: 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in
the Summary section.

(a)          The
Company has eliminated the suggestion that the Summary highlights some of the
information contained elsewhere in the prospectus.

(b)         Where
practicable, the Company has revised the Registration Statement to avoid the
use of subjective language.

(c)          The
Company makes the following claims to leadership in the Summary, and advises
the Staff supplementally of the following information upon which such claims
are based:

“We are the
largest manufacturer and distributor of packaged ice in the United States.”
According to information obtained from publicly available sources, the Company
has determined that the four largest manufacturers and distributors in the
United States, measured by revenues, are the Company, Arctic Glacier Income
Fund (“Arctic Glacier”), Home
City Ice Company (“Home City”)
and Glacier Ice Company (“Glacier”).
Arctic Glacier’s 2004 Annual Report states their 2004 U.S. revenues as
C$78.4 million (approximately $64.5 million at current exchange
rates). Home City was profiled in a May, 2004 news article (available on their
website) as having annual revenues of $62.5 million. Based upon the
foregoing and proprietary trade information

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(described supplementally
in confidential Annex B hereto),
the Company is confident that no other manufacturer and distributor of packaged
ice has revenues in the United States approaching that of the Company’s annual
revenues of $285.7 million in 2004.

“No other
manufacturer and distributor of packaged ice in the United States has the
geographic presence, infrastructure or capacity necessary to meet the multi
state demands of customers in our markets” Based upon
available public information:

·       Arctic
Glacier has U.S. locations in 13 central and northeastern states, with
production capacity of approximately 5,100 tons of ice per day (including
Canadian locations, which aren’t part of the Company’s markets); and

·       Home
City serves ten states in the Midwest with 21 plants making 3,300 tons of ice
per day.

As a result of the
foregoing and the proprietary trade information described in confidential Annex B hereto, the largest competing ice
companies do not have the capacity to compete with the Company’s daily ice
manufacturing capacity of over 16,000 tons serving 31 states and the District
of Columbia. As discussed above, all of the other packaged ice manufacturers
and distributors that compete with the Company are of substantially smaller
size and compete with the Company only in individual markets or small numbers
of the Company’s markets.

(d)         The
Company has included a discussion of the risks and limitations that could harm
its business or inhibit its strategic plans on pages 2 and 3.

(e)          The
Company has deleted repetitive disclosure in the Summary section regarding its
claims of industry leadership and reputation.

11.          Comment: 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.

Response:
In response to the Staff’s comment, the Company has significantly reduced
duplicative disclosures under “Competitive Strengths” and “Business Strategy”
on page 2 of the Summary. The Company has added discussion of risks
associated with those strengths and strategy on pages 2 and 3 in order to
balance the summaries of competitive strengths and business strategy.

Risk Factors, page 13

12.          Comment: 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.

Response:
In response to the Staff’s comment, the Company has made revisions throughout
the Risk Factors section of Amendment No. 1 to make discussion of risks
more concise, cross-reference more detailed disclosure elsewhere and
segregate multiple risks.

13.          Comment: 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.

Response: In response to the
Staff’s comment, the Company has revised the risk factors titled “You may not
receive any dividends . . .”, “We might not have cash in the
future to pay dividends . . .”, “Our

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dividend policy may limit our
ability . . .”, “The terms of our new credit
facilities . . .”, “Increases in the prices of
electricity . . .”, “Our acquisitions may not be successfully
integrated . . .”, “We may lose customers’
business . . .”, “Limitations on our ability to utilize our tax
assets . . .”, “As a result of being a public
company . . .”, and “We will be exposed to risks relating to
evaluations of controls . . .”, to add disclosure describing and
expressing the specific and immediate effects to the investors of each of the
specific risks.

14.          Comment: 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.”

Response: In response to the
Staff’s comment, the Company has revised risk factor subheadings on pages 11
through 17.

15.          Comment: 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.

Response:
In response to the Staff’s comment, the Company has reviewed
and revised the disclosure generally in the Risk Factors section and:

·       has
broken out as a separate risk on page 13 the risks associated with the
possibility that not all of the Reddy Group notes will be repurchased in the
tender for such notes; and

·       has split the former “Being
a public company...” risk factor into two distinct risk factors relating to (1)
the increased burdens of being public (“We will be subject to greater...”) and
(2) greater director and officer insurance costs (“Our status as