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[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]

October 19,
2004

VIA EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention:

Brigitte Lippmann

Nudrat Salik

Re:BlueLinx Holdings Inc.

Registration Statement on Form S-1 (the "Registration Statement")

File No. 333-118750

Dear Ms. Lippmann and Ms. Salik:

        On
behalf of BlueLinx Holdings Inc. (the "Registrant"), we sent a letter dated October 8, 2004 (the  "Response Letter"), in response to the comments
of the Staff set forth in its letter dated September 30, 2004, concerning the Registration
Statement (the "Comment Letter"). The Response Letter indicated that certain supplemental information would be provided under separate cover. At the
recommendation of the Staff, we are resubmitting certain supplemental information since we are requesting confidential treatment of a list of option grants provided by the Registrant to the Staff in
response to comment 84. Our confidential treatment request relating to the list of option grants will be submitted under separate cover in accordance with Rule 83 of the Freedom of Information
Act ("FOIA"), 17 C.F.R. 200.83. In accordance with Rule 418(b) of the Securities Act of 1933, as amended, attached is the supplemental
information referred to in the Response Letter, other than the information covered by the FOIA confidential treatment request:

1.In
response to comment 74, reconciliations showing the differences in the amounts reported in Georgia-Pacific Corporation's financial statements included in the
Form 10-Q for the quarter ended July 3, 2004 and in the Form 10-K for the year ended January 3, 2004 for the building products distribution
reportable segment. (Annexes A and B).

2.In
response to comment 84, an analysis of all equity issuances since the Registrant's formation, other than the equity issuances described in the FOIA confidential treatment request
dated October 19, 2004, which is being sent to the Staff under separate cover (Annex C).

        Pursuant
to Rule 418(b), we respectfully request that the supplemental information attached to this letter be returned to the Registrant upon completion of its review

Very truly yours,

By:

/s/  EDWARD H. SCHAUDER       Edward H. Schauder, Esq.

CC:

Barbara V. Tinsley (without enclosures)

BlueLinx Holdings Inc.

General Counsel and Secretary

David J. Morris (without enclosures)

BlueLinx Holdings Inc.

Chief Financial Officer

Michael R. Littenberg, Esq. (without enclosures)

Schulte Roth & Zabel LLP

2

Annex A

Building Products Distribution Division of Georgia-Pacific Corporation

 Selected Operating Segment Data (unaudited)

 (Dollars in thousands)

Fiscal Year Ended

January 3,

2003

2nd Quarter

2004

2nd Quarter

2003

1st Six Months

2004

1st Six Months

2003

Notes

Net sales

$
4,271,842

$
605,452

$
1,034,457

$
1,885,334

$
1,910,907

Adjustments to sales/COS

(5,462
)

17,125

(4,095
)

868

(5,222
)
1

International sales

33,000

2

Sales as reported by Georgia-Pacific

$
4,299,380

$
622,577

$
1,030,362

$
1,886,202

$
1,905,685

Net income

$

56,153

$

16,621

$

11,820

$

50,940

$

11,878

Adjustments to sales/COS

(676
)

3,034

(654
)

4,176

499

1

Depreciation

1,744

2,679

3

Legal loss reserve

3,294

959

2,115

4

Benefits

1,180

482

526

4

Insurance

1,980

511

1,022

4

Stock compensation

1,472

1,812

213

1,812

297

4

Gain on sale of division

7,000

7,000

5

Provision for income taxes

34,877

10,144

7,368

31,089

7,404

Operating Income as reported by Georgia-Pacific

$
98,280

$
40,355

$
20,699

$
97,696

$
23,741

1Georgia-Pacific's
reported figures exclude current period shipments that were billed after period-end. These amounts are considered to be material for a stand-alone entity.

2Unrelated
international distribution sales included in the Georgia-Pacific segment number.

3Georgia-Pacific
discontinued reporting depreciation as of March 12, 2004 when the agreement was signed to sell the division.

4Corporate
costs that are not reported by Georgia-Pacific on a segment basis.

5Gain
on division sale reported by Georgia-Pacific for the quarter ended July 3, 2004

Annex B

Building Products Distribution Division of Georgia-Pacific Corporation

 Balance Sheet

 (Dollars in thousands)

Pre-acquisition Period

As reported by

Georgia-Pacific

January 3,

2004

Georgia-Pacific

Adjustments

BlueLinx

Adjustments

January 3,

2004

Notes

Assets:

Current assets

615,550

(50,000
)
5,570

571,120

1 (Georgia-Pacific) and 2 (BlueLinx)

Property, plant, and

equipment, net

201,091

201,091

Other non-current assets

3

(3
)
—

Total assets

816,644

(50,000
)
5,567

772,211

Liabilities

Current liabilities

172,878

(46,366
)
126,512

3

Noncurrent liabilities:

Long-term debt

—

—

Deferred income taxes

3,792

(835
)
2,957

2

Other long-term liabilities

2,901

(2,901
)
—

4

Total liabilities

179,571

—

(50,102
)
129,469

Net assets

637,073

(50,000
)
55,669

642,742

1)Historical
intercompany eliminations recorded at the parent (Georgia-Pacific) level.

2)Miscellaneous
adjustments made to record items not passed to the division and other adjustments booked to reflect a stand alone entity.

3)Audited
adjustments to reflect the operations in a stand-alone manner.

Direct sales accrual

11,593

Intransit inventory

23,500

Transfers to parent equity

9,587

Other

1,686

46,366

4)Long-term
workers compensation and pension reserves not passed to the division.

Annex C

84.Provide us an analysis of all equity issuances since your formation. For each issuance, identify the parties, the nature of the consideration, the fair value
and your basis for determining fair value. To the extent applicable, reconcile the fair values you used for equity issuances to the fair value indicated by the anticipated IPO price
range.

a)On
March 10, 2004, Cerberus ABP Investor LLC, ("Cerberus ABP") subscribed for 100 shares of the Registrant's common stock in exchange for $1,000 consideration. This initial
issuance of the Registrant's 100 shares of common stock was for nominal consideration since the Registrant was recently incorporated on March 8, 2004 and had no operations or assets at the time
of such subscription.

b)On
May 7, 2004, the Registrant sold shares of its stock in private placements to Cerberus ABP and certain of its executives as follows:

(i)18,099,900
shares of the Registrant's common stock to Cerberus ABP at $0.25 per share for an aggregate purchase price of $4,524,975.

(ii)95,000
shares of the Registrant's series A preferred stock to Cerberus ABP at $1,000 per share for an aggregate purchase price of $95,000,000.

(iii)700,000
shares of the Registrant's common stock to Charles H. McElrea at $0.25 per share for an aggregate purchase price of $175,000;

(iv)500,000
shares of the Registrant's common stock to George R. Judd at $0.25 per share for an aggregate purchase price of $125,000;

(v)300,000
shares of the Registrant's common stock to Steven C. Hardin at $0.25 per share for an aggregate purchase price of $75,000;

(vi)200,000
shares of the Registrant's common stock to David J. Morris at $0.25 per share for an aggregate purchase price of $50,000;

(vii)100,000
shares of the Registrant's common stock to James C. Herbig at $0.25 per share for an aggregate purchase price of $25,000; and

(viii)100,000
shares of the Registrant's common stock to Wayne E. Wiggleton at $0.25 per share for an aggregate purchase price of $25,000.

The
price paid by Cerberus ABP for shares of the Registrant's common and preferred stock was a function of the purchase price paid to Georgia-Pacific Corporation in connection with the acquisition of
the distribution division, net of indebtedness incurred to finance the acquisition. The price paid to Georgia-Pacific Corporation was the result of a competitive negotiation. The price paid by the
Registrant's executives for shares of common stock of the Registrant was determined by reference to, and was the same as, the price per share paid by Cerberus ABP. The Registrant's executives
purchased shares of their common stock on the same day as Cerberus ABP.

c)In
addition, on August 30 and 31, 2004, the Registrant issued options to purchase 1,259,000 shares of its common stock to certain of its employees and directors. These issues
are more fully described in the list of option grants provided by the Registrant to the Staff in its FOIA confidential treatment request dated October 19, 2004, which was sent to the Staffunder
separate cover pursuant to Rule 83, 17 C.F.R. 200.83. The Registrant determined the fair value of the options issued to purchase shares of its common stock on August 30, 2004 and
August 31, 2004 to be $5.82 per option by utilizing the Black-Scholes stock option pricing model.

With
respect to the Staff's request that the Registrant reconcile the fair values it used for equity issuances to the fair value indicated by the anticipated IPO price range, this information will be
provided supplementally once the price range of the IPO has been determined.

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Annex A

Annex B

Annex C