SecProbe.io

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					September 30, 2004

Via Facsimile (212) 593-5955 and U.S. Mail

Barbara V. Tinsley, Esq.
General Counsel and Secretary
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339

	Re:	BlueLinx Holdings Inc.
Form S-1 filed September 2, 2004
File No. 333-118750

Dear Ms. Tinsley:

	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.

General

1. Please include all information that is not subject to Rule 430A in
the next amendment, including a bona fide estimate of the range of the
maximum offering price for the shares and the maximum number of shares
offered. This information must be included on the prospectus cover
page, as well as in the body of the prospectus. See instruction 1(A)
to Item 501(b)(3) of Regulation S-K. We may have further comments
after reviewing this information.

2. All exhibits are subject to our review. Accordingly, please file
all of your exhibits with your next amendment, or as soon as possible.
Please note that we may have comments on the legal opinion and other
exhibits once they are filed. Understand that we will need adequate
time to review these materials before accelerating effectiveness.

3. Please do not use smaller type for footnotes or in tables, as you
do on pages 25 and 26, for example.

Non-GAAP Financial Measures

EBITDA

4. We note that you consider EBITDA to be a measure of operating
performance.  Based on your need for ongoing capital expenditures and
debt financing, it is unclear to us how EBITDA could be a useful
measure of operating performance.  This measure appears to eliminate
critical recurring charges that are a necessary cost of your
operations.  Please provide a more comprehensive explanation of why
you believe EBITDA is a useful measure of operating performance.

If, after further consideration, you agree that you do not use EBITDA
as an operating measure, please revise to remove the reference to
EBITDA as an operating measure.  Item 10(e)(i)(B) of Regulation S-K
would then require that such measure be reconciled to cash flows from
operations, rather than net income.

For further guidance on this subject, please see Questions 8 and 15 of
"Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures," which you can find on our website at www.sec.gov. Refer to
the SEC Divisions; Division of Corporation Finance; Frequently Asked
Questions; Use of Non-GAAP Financial Measures.

Working Capital

5. We do not think it is appropriate to use the description "Working
Capital" to refer to the financial measure calculated by taking total
current assets minus total current liabilities excluding current
maturities of long-term debt.  Please revise.  Refer to Item
10(e)(1)(ii)(E) of Regulation S-K.  It also does not appear that the
"Working Capital" amount reported on page 25 of $607,154 at July 3,
2004 is equal to total current assets minus total current liabilities
excluding current maturities of long-term debt based on the amounts
reported on page F-19.

It is not clear why management believes that presentation of this
financial measure provides useful information to investors as well as
the purposes for which management uses this financial measure.
Provide all of the disclosures required by Item 10(e)(1)(i) of
Regulation S-K.

Prospectus Front Cover Page

6. Please advise us as to the steps you have taken to apply for
listing your company on the New York Stock Exchange.

Inside Front Cover Page

7. Please provide a copy of the inside cover artwork.

Market Share, Ranking and Other Data, page 1

8. Delete the language in this section that implies that you are not
responsible for the accuracy or completeness of the information you
elect to include in the prospectus.

Cautionary Statement Concerning Forward-Looking Statements, page 1

9. Please move this section so that it appears after the risk factors
section.

Prospectus Summary, pages 3-5

10. Please delete your reference to "we," "our," "us," "the company,"
"division," and "operating company."  The narrator should be clear
throughout the prospectus without the need of a legend.  See Rule 421
of Regulation C.

11. Please revise to include a balanced description of your business.
For example, consider disclosing your growth over the past 5 years.
Also, remove the section on your Competitive Strengths.

12. Paragraph (c)(2) of Rule 10-01 of Regulation S-X states that
income statements may also be presented for the cumulative twelve-
month period ended during the most recent fiscal quarter.  Given that
the Company has not presented these income statements, it does not
appear appropriate to disclose the net sales amount for the twelve
month period ended July 3, 2004.  Please advise or revise.

13. In addition, we do not believe it is appropriate to present pro
forma EBITDA for the twelve-month period ended July 3, 2004.  Please
advise or revise.

14. Disclose the basis for all of your assertions about your
competitive position within your industry. If you funded or were
otherwise affiliated with any of the studies or reports you cite,
please disclose this. Otherwise, please confirm that these sources are
widely available to the public. If you do not have appropriate
independent support for a statement, please revise the language to
make clear that this is your belief based on your experience in the
industry, if true. This comment is also applicable to any unsupported
claims in the Business section of the filing. We may have additional
comments after we review your response.

15. Please provide the basis for the listed industry conditions and
trends on page 4, including market data if available.  Furthermore,
briefly discuss why and how you think the industry conditions and
trends will affect your business.

16. To the extent that you discuss a strategy in the summary, please
balance by briefly discussing the risks of implementing your strategy.

17. Please revise to specify how management will implement the
identified strategies.  Currently, your discussion identifies broad
themes that often apply to every initial public offering and lacks
substantive support for your intentions and beliefs.  For example:
* Explain how you will "captur[e] new customer opportunities and
broaden [your] product and service offerings through [your] existing
distribution channels" to "continue to organically grow [your] unit
volumes and revenues."
* Explain how you intend to finance your acquisition strategy of
selectively pursuing acquisitions.
* Explain how you will "leverage [your] operating platform."  Further,
explain what "leverage" means and refrain the use of such vague
marketing language.

Please address each of these points accordingly.  Also, to the extent
your additional discussion is not reflected in "Business-Our Business
Strategy," please supplement the section.

The Offering, page 6

18. Under Use of Proceeds, quantify the portion of the proceeds to go
to Cerberus and add a risk factor that a significant amount of the
proceeds will go to insiders. Disclose that four of your directors are
affiliated with Cerberus and disclose whether they voted to approve
the offering.

Risk Factors, pages 11-19

19. Please delete the last two sentences of the first paragraph on
page 11. All material risks should be described.  If risks are not
deemed material, you should not reference them.

20. Some of the risk factor headings do not specify the resulting
risk.  Please revise them as necessary to specify clearly the risk.

21. Please avoid language in risk factors like "material adverse
effect" or "adverse effect."  Instead, please state what the specific
impact will be on your business, financial condition or results of
operations.

22. Some of your risk factors use language like "there is no
assurance."  Please delete this language; the real risk is not your
inability to offer assurance, but the condition described.

Our industry is highly cyclical. . . page 11

23. Please disclose in your prospectus the basis for your belief that
"building products prices and volumes may be at or near a cyclical
peak."

We have a limited operating history. . . page 13

24. Please briefly explain what the "risks, uncertainties, expenses
and difficulties typically encountered by recently sold companies that
were part of a larger entity" are, which you referred to in your
discussion of the risks associated with a limited operating history on
page 13.

We depend upon a single supplier, Georgia Pacific . . . page 13

25. Please briefly explain what an "evergreen provision" is here and
in "Business-Suppliers" on page 56, where you again refer to an
"evergreen provision."

26. Please quantify the "substantial minimum purchase volume
commitments" referred to in your discussion of the risks associated
with your dependence on Georgia-Pacific on page 14.

We depend on our information technology systems to conduct out
business . . . page 14

27. Please describe specific risks associated with your dependence on
information technology systems, which apply to your company.
Otherwise delete this risk factor, as it is generic.

We may incur substantial costs relating to Georgia-Pacific`s. . . ,
page 16

28. Please clarify why you may be subject to asbestos product
liability if none of the assets sold to you by Georgia-Pacific contain
asbestos.  We may have further comments.

Our management team is an important part of our business. . . page 16

29. In the risk "Our management team ... impair our success" on page
16, please describe specific risks associated with your dependence on
management and key personnel, which apply to your company.  Otherwise
delete this risk factor, as it is generic.

Affiliates of Cerberus control us. . . , page 17

30. Describe the corporate governance requirements from which you are
exempt. Disclose that four of your directors are affiliated with
Cerberus.

If a substantial number of shares become available. . . , page 18

31. Disclose the number of shares held pursuant to the lock-up
agreements. Also provide share information on a fully-diluted basis.

Use of Proceeds, page 20

32. Please identify the parties to whom you owe the $100 million term
loan.  We note your disclosure on page 70.

Dilution, page 23

33. Revise the dilution table to include the shares underlying options
that officers, directors and affiliates have the right to acquire.
See Item 506 of Regulation S-K.

Unaudited Pro Forma Consolidated Financial Statements, pages 27-31

34. Please provide the pro forma basic and diluted earnings per share
information.

35. Provide a detailed explanation of pro forma adjustments 1 through
3, including the individual components of these adjustments.  In
addition, tell us how they meet the criteria of paragraph (b)(6) of
Rule 11-02 of Regulation S-X which states that pro forma adjustments
must be: (1) directly attributable to the transaction, (2) expected to
have a continuing impact on the registrant, and (3) factually
supportable.

36. We note that the that in the second paragraph under the Business
Combinations Note on page F-22, it states that your asset purchase
agreement was funded with net proceeds of $476 million from drawings
under your asset-based revolving credit facility, help us understand
why pro forma adjustment number 6 is based on the assumption that the
revolving credit facility was assumed to have an average balance of
$444 million, $372 million and $380 million for the first half of
fiscal 2004, full year fiscal 2003 and first half of fiscal 2003,
respectively.  In addition, tell us how you determined it was
appropriate to assume interest at a rate of 3.625% for the revolving
credit facility. Clarify whether this is the current interest rate or
the rates that were prevailing during the period covered by the pro
forma period.

37. In addition, tell us how you determined it was appropriate to use
an assumed interest rate of 6.0% for the new mortgage for pro forma
adjustment 9.  Tell us whether you have entered into the new mortgage.
If so, it would appear that the assumed interest rate should be
revised for the actual rate.

38. We note your discussion of certain arrangements that will exist
between you and Georgia Pacific that on pages F-27 & F-28.  Tell us
what consideration you gave to these arrangements regarding your pro
forma financial statements.

39. In addition, we note that the purchase price allocation resulted
in a $5 million supply agreement intangible asset.  Tell us whether
this amount is related to the supply agreement with Georgia Pacific as
well as how you determined the fair value of this asset at the
acquisition date.

MD&A, pages 32-47
Overview, page 32

40. MD&A is intended to give the investor an opportunity to look at
the company through the eyes of management by providing both a short
and long-term analysis of the business of the company.  When
discussing your results of operations and financial condition, please
provide a prospective analysis.  For instance, discuss whether you
anticipate a continued increase in net sales due to price and unit
volume increases and give the basis for your forecast.  Also, noting
your net income growth from 2002 to 2003 and in the first half of
2004, discuss whether you anticipate net income to grow at its current
rate and give the basis for your forecast.  See Release No. 33-6835,
which you can find on our website at www.sec.gov.

41. Please disclose any trends or uncertainties that you reasonably
expect will have a material impact on net sales or revenues or income
from continuing operations.  For example, include in the discussion
the impact of your belief that "building products prices and volumes
may be at or near a cyclical peak," which you stated in the "Risk
Factors" section.  Also, consider the industry trends you disclose on
pages 50 and 51.  See Item 303(a)(3)(ii) of Regulation S-K.

Results of Operations, pages 35-40

42. In all comparative discussions of financial condition and results
of operations, where more than one reason is cited as being
responsible for a change, please quantify the contribution of each
factor.  Further, discuss why you believe that there have been changes
and whether or not you believe that this is a trend.

For example, quantify the impact of each factor that contributes to
the fluctuations in "Gross Profit" and "Operating Income" of your
comparative discussions of the financial conditions.  In your "Gross
Profit" discussion in "First Half 2004 Compared to First Half 2003" on
page 36, you attribute the increase of the gross profit margin to (1)
improving margins, (2) strong demand and (3) rising prices.  Quantify
the impact of each of these factors and discuss why you believe that
there have been changes and whether or not you believe that this is a
trend.

Perform the same analysis for all other sections in the comparative
analyses of financial condition and results of operations, including
all analyses in the "Liquidity and Capital Resources" section.  See
Item 303(a)(3)(i) of Regulation S-K and the instructions to Item 303
of