SecProbe.io

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March 14, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (214) 880-3599

Donald F. McAleenan, Esq.
Senior Vice President and General Counsel
Builders FirstSource, Inc.
2001 Bryan Street, Suite 1600
Dallas, Texas 75201

      Re: 	Builders FirstSource, Inc.
Form S-1 filed February 14, 2005
	File No. 333-122788

Dear Mr. McAleenan:

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. As you know, the audited financial statements and related
information including, management`s discussion and analysis and
pro
forma information, are required to be updated to December 31,
2004.
Your schedule should allow sufficient time for staff review of
updated information.
2. We note that you have omitted the price range and number of
shares
for this offering.  To assist you in planning your offering,
please
be advised that we will need to review the registration statement
with this information included prior to effectiveness.  We ask
that
you provide this information and any other non-430A information as
soon as practicable to allow for our review.  In addition, note
that
any preliminary prospectus that is circulated must include all
non-
430A information, including a bona fide estimated price range.

3. Please provide us with copies of any graphics or photos you
intend
to include in your prospectus.  Understand that we will review
these
materials and may have comments on them.

Cover

4. Please delete the reference to your underwriters as "Joint
Book-
Running Managers."

Table of Contents, page i

5. Please move the paragraph regarding dealer prospectus delivery
obligations to the outside back cover pursuant to Item 502(b) of
Regulation S-K.

6. Please delete the information in the third sentence since you
are
responsible for all information in your prospectus.

Summary, page 1

7. The information in your summary is very detailed and lengthy
and
provides too much information for summary disclosure.  In
addition,
you repeat some information from your Business section.  Your
summary
should provide a brief overview of the most important aspects of
your
business and the key aspects of your offering.  Please revise
accordingly. For example, under Industry Overview and Trends, Our
Competitive Strengths and Our Strategy, please consider including
just the captions as the disclosure under the captions is better
suited for Business section disclosure.  Or, if you want to
highlight
key aspects of your industry, strengths and strategy, consider
listing these in a bullet-point format, with one sentence per
bullet
point. See Item 503(a) of Regulation S-K and part IV.C. of
Securities
Act Release No. 7497.

Our Company

8. We note your disclosure on page 1 that you are one of the top
two
suppliers of your product categories, whereas on page 2 and
elsewhere
in the document you state that you are the number one or two
building
products supplier for single-family residential new construction
in
approximately 75% of the geographic markets in which you operate.
Please revise the disclosure on page 1 to include the geographic
limitation that appears elsewhere in your prospectus.  In
addition,
please provide the basis for your statements.

Our Competitive Strengths, page 3

9. We note the discussion of your company`s strengths and
subsequent
discussion of your business strategy.  Please balance the summary
by
providing an equally prominent summary of your competitive
weaknesses.  In addition, under Our Company, please provide
balancing
disclosure regarding your level of indebtedness.

Summary of Historical Financial Information and Other Data, page 8

10. We note your calculation of EBITDA that appears in footnote 1
on
pages 8 and 33, as well as in the text on page 22.  Please note
that
income (loss) from discontinued operations and cumulative effect
of
change in accounting principal, net of tax, are already reflected
in
net income and should be subtracted from net income in calculating
EBITDA.  In addition, please revise your table on page 33 to
parenthetically indicate loss, rather than income.  Please comply
with comments on EBITDA throughout your prospectus.

11. We note that you consider EBITDA to be a supplemental measure
of
operating performance and cash flow.  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.

12. Please include a more comprehensive explanation of why you
believe that EBITDA represents a useful measure of operating
performance for investors.  Please avoid boilerplate conclusions
like
"assisting in comparing performance."  Please disclose the
following:
* The economic substance behind your decision to use the non-GAAP
measure;
* The material limitations associated with your use of EBITDA as
compared to net income;
* How you compensate for these limitations; and
* The substantive reasons why you believe EBITDA provides useful
information to investors.
Refer to Questions 8 and 15 of our June 13, 2003 FAQ on Non-GAAP
Financial Measures.

13. We note your statement that management uses EBITDA to measure
your cash flows.  If management uses EBITDA as a measure of
liquidity, you must also reconcile it to the most closely
comparable
GAAP measure of liquidity, which is cash flows from operating
activities.  Please revise.  Also, please explain why you believe
EBITDA provides useful information to investors regarding your
liquidity.

Risk Factors, page 10

14. If any of your debt instruments contain provisions for
acceleration of indebtedness upon default under other debt
obligations, please include a risk factor discussing this
possibility
and the company`s ability to repay all accelerated indebtedness
simultaneously.

15. We note disclosure on page 39 that for the nine months ended
September 30, 2004, sales of lumber and lumber sheet goods
increased
by 50%, but that 90% of this increase was attributable to price
increases.  We also note disclosure on page 41 that your gross
margin
for the year ended December 31, 2003 decreased as a percentage of
sales due to increased procurement costs.  Please consider
providing
a risk factor discussing the effect that changing prices have on
your
profitability.

Non-GAAP financial measures, page 22

16. We note Other (income) expense, net is shown as a reconciling
item.  However, it is not clear what is included in Other (income)
expense, net.  Therefore, it is not clear whether this is an
appropriate reconciling item.  See Question 8 of our June 13, 2003
FAQ on Non-GAAP Financial Measures.  Please revise throughout your
prospectus, including on pages 38 and F-3.

Use of Proceeds, page 23

17. State the interest rate and maturity of the indebtedness that
you
intend to repay with the proceeds of this offering.  If this
indebtedness was incurred within the last year, describe the use
of
proceeds of the indebtedness other than short-term borrowings used
for working capital.  See Instruction 4 to Item 504 of Regulation
S-
K.

Capitalization, page 24

18. Provide the information required by Item 505(a) of Regulation
S-
K.

Unaudited pro forma financial data, page 26

19. We have noted that your $275 million senior credit facility
and
$225 million floating rate notes are at floating rates.  Please
tell
us if you intend to enter into any interest rate swaps with
respect
to these debt instruments.  If so, please consider this in this
pro
forma financial information.

Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheets,
page 28

20. In consideration that you apply APB No. 25 and related
interpretations in accounting for your employee stock-based
compensation costs, it is unclear to us why the payment of $35.8
million to option holders reflected in Item (h) is a debit to
retained earnings instead of a compensation expense.  Please
provide
to us the literature you cited for this transaction.  We note that
paragraph 32 of SFAS No. 123 would be applicable if you followed
the
fair value method of SFAS No. 123.

Management`s Discussion and Analysis, page 34

21. It appears that gross margins on manufactured products are
higher
in terms of percentage as compared to distributed products.
Separately discuss gross margins for manufactured and distributed
products. Address both dollar and percentage amounts. The
discussion
should be based on the products categories for which revenue
information is provided.

Results of Operations, page 37
General

22. Please quantify and discuss the underlying causes for
variances
in revenue and expense. For instance, identify and discuss the
underlying reasons or causes for price and volume increases or
decreases. When causes are identified, disclose the dollar amount
related to the cause, if practical. For instance, for the nine
months
ended September 30, 2004 you indicate that selling, general and
administrative expense increased $23.9 million largely as a result
of
higher commissions and bonus.  Provide more specific
quantification
of the increase in commissions and bonuses.  See Regulation S-K,
Item
303(a)(3)(iii).

23. Discuss how the factors identified under competitive strengths
on
pages 3 through 8 effected reported revenue and expense for the
periods discussed.

24. We note the information presented in the balance sheet and in
the
statement of cash flows regarding book overdrafts.  If
significant,
discuss in the discussion of liquidity and capital resources, the
company`s cash management policy.

25. We note disclosure that your revenues, specifically those for
Lumber & Lumber Sheet Goods, tend to rise and fall based on price
fluctuations.  If you consider these changing prices to be
materially
affect your net sales, discuss the impact of inflation and
changing
prices on your net sales and revenues and on income from
continuing
operations.  See Regulation S-K, Item 303(a)(3)(iv).

Nine Months Ended September 30, 2004, page 38
Interest Expense, page 39

26. We note that you attribute increased interest expense for the
nine months ended September 30, 2004, to higher average debt
levels
and higher average interest rates.  Please quantify the changes in
each factor.

Industry Overview and Trends, page 49
Large, Fragmented Market

27. Please disclose the basis for your statements regarding
residential new construction.

Strong Housing Fundamentals

28. For sources you cite here and throughout this section, please
supplementally advise us whether you funded or were otherwise
affiliated with the studies or reports which are publicly
available;
and either file consents for sources that are not publicly
available,
or explain why you are not required to do so under Rule 436 of
Regulation C and Section 7 of the Securities Act.  Please also
comply
with this comment under Business-Our Competitive Strengths.

29. In addition, please tell us whether you believe the materials
from which your statements are based are the most recent materials
on
the subject by the sources.  Please tell us whether they have been
made available to the public, without payment of subscription or
similar fees.  Have any of the materials upon which these
statements
are based been published in widely circulated media of general
interest or among industry participants?  If so, please tell us
when
and where.

Business, page 53
General

30. Please provide the information required by Item 101(a)(1) of
Regulation S-K.

31. Please consider providing your Internet address, if you
maintain
a website, as suggested by Item 101(e)(3) of Regulation S-K.

Our Strategy, page 55

32. We note your statement that you have increased your sales to
production homebuilders at a faster rate than production
homebuilders
have increased their market share.  Please revise since this
appears
to be an inappropriate comparison.

33. In your discussion of pursuing strategic acquisitions on page
56,
state whether management has identified specific geographic areas
or
entered into serious negotiations to establish a market presence.

Competition, page 61

34. Disclose the principal methods of competition within your
industry and, if known or reasonably available to you, state the
positive and negative factors affecting your competitive position,
as
applied to the methods of competition you identify.  See
Regulation
S-K, Item 101(c)(1)(x).

Facilities and Properties, page 62

35. Please disclose your physical property, including the nature
and
location, in accordance with Item 102 of Regulation S-K.  In
addition, please state the material provisions of your leases for
rented properties.

Principal and Selling Stockholders, page 71

36. Please state in your prospectus whether JLL Building Products
is
a broker-dealer or an affiliate of a broker-dealer or confirm to
us
supplementally that no selling security holder is a broker-dealer
or
an affiliate of a broker-dealer.  We may have additional comments
upon review of your response.

37. Please identify by footnote or otherwise the natural person or
persons having sole or shared voting and investment control over
the
securities held by the beneficial owner.  Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise or advise.

38. Disclose when each of the selling security holders acquired
the
shares of common stock and the nature of the transaction.

Certain Related Party Transactions, page 73

39. We note your disclosures in Note 7 to the Condensed
Consolidated
Financial Statements on page F-40.  Revise this section to reflect
all transactions with any beneficial owner since the beginning of
your last fiscal year, in which the amount involved was greater
than
$60,000.  See Regulation S-K, Item 404(a).  File these contracts
as
exhibits to your Registration Statement.  See Item
610(b)(10)(ii)(A).

Shares Eligible for Future Sale, page 80
Sales of Restricted Shares and Lock-Up Agreements

40. Please disclose what factors will be used in any determination
to
release shares from the lock-up agreement.  Also, disclose and
describe any exceptions to the lock-up.

Underwriting, page 85

41. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally, or
confirm
that the Division`s Office of Chief Counsel has reviewed and
approved
these procedures.  If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales, or distributions after you respond to this comment,
promptly
supplement your response to identify those members and provide us
with a description of their procedures.

42. Tell us whether you or