SecProbe.io

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May 18, 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.
Amendments Nos. 1 and 2 to Form S-1 filed April 27, 2005
File No. 333-122788

Dear Mr. McAleenan:

      We have reviewed your filing and have the following
comments.
Please note that page references in this letter reference the
location of corresponding information in Amendment number 2.  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. The financial statements should be updated to comply with Rule
3-
12 of Regulation S-X at the effective date of the registration
statement.  In addition, the pro forma information and
management`s
discussion and analysis should be updated as well.

2. Include an updated signed consent of your independent
accountants
with your amended registration statement.

3. Where you refer generically to "other publicly available
information," supplementally provide this information and disclose
the source of this information in your prospectus.  Please
highlight
the information that you rely upon for ease of reference.

About this prospectus, page i

4. Please delete the last sentence regarding more recent data
affecting your estimates of market position.

Prospectus summary, page 1
Our Company

5. Please revise statements throughout the prospectus that you are
one of the top two suppliers of your product categories to
Production
Homebuilders to clarify them as your beliefs or otherwise disclose
the source for the statements.  Please also comply with respect to
the following statements:  "the market share of the ten largest
Production Homebuilders tripled . . ."; "our distribution centers
average $32.6 million of annual sales, which is higher than any of
our competitors . . ."; "we are one of the largest manufacturers
of
Prefabricated Components . . ."; "we compete in the professional
segment ("Pro Segment") of the U.S. residential new construction
building products and supply market, which is estimated to have
2004
annual sales of $117 billion"; and "the top ten Pro Segment
suppliers
account for . . . ."

Risk Factors, page 8

6. Please provide a risk factor regarding the fact that you
restated
financial statements and the risks to the company resulting from
this.

Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheets,
page 27

7. Please revise your income from continuing operations caption on
page 26 so that it is clear to your readers that this amount
excludes
non-recurring charges.  Refer to Rule 11-02(a)(5) of Regulation S-
X.

Management`s Discussion and Analysis, page 29
General

8. We have noted your response to our prior comment number 56.
The
disclosure of the aggregate intrinsic value of all outstanding
options based on the estimated IPO price in your MD&A is
recommended
by paragraph 180 of the AICPA Audit and Accounting Practice Aid
Series, Valuation of Privately-Held-Company Equity Securities
Issued
as Compensation.

9. In consideration that you did not obtain a contemporaneous
valuation, but rather a retrospective valuation of your fair value
as
of March 1, 2004, please provide the disclosures presented in
paragraph 182 of the AICPA Audit and Accounting Practice Aid
Series,
Valuation of Privately-Held-Company Equity Securities Issued as
Compensation, in your MD&A section.
Results of Operations, page 33

10. We have noted your response to our prior comment number 21.
The
purpose of the Management`s Discussion and Analysis section is to
provide a narrative explanation of a company`s financial
statements
that enables investors to see the company through the eyes of
management.  By providing an analysis of your gross margins on
manufactured products compared to distributed products, readers of
your financial statements are provided a better analysis to make
an
investment decision.  Refer to Securities Act Release No. 8350,
"Interpretation: Commission Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations" (Dec. 29, 2003).

11. We note your response to comment 22 of our letter dated March
14,
2005.  Please revise your disclosure, where you have not done so,
to
state the extent to which material changes in operating results
are
attributable to increases in prices or to increases in the volume
or
amount of goods or services being sold or to the introduction of
new
products or services.  See Regulation S-K, Item 303(a)(3)(iii).
When
causes are identified, disclose the dollar amount related to the
cause, if practicable.  In addition, your disclosure should also
include management`s insight for readers to understand if these
trends in your product sales are sustainable in the future.
Finally,
although it is not mandatory in an initial registration statement,
it
is often helpful to readers if you include quarterly information
in
your MD&A section to help identify trends by including either
quarterly data for two years or at least the most recently
completed
fiscal year and the current interim period.

12. Please revise your disclosure to discuss how the factors
identified under competitive strengths on pages 3 and 4 affected
reported revenue and expense for the periods discussed, as it is
unclear how you have complied with comment 23 of our previous
letter.

13. We note your response to comment 25 of our prior letter, as
well
as your risk factor disclosure on page 12 that you experience
variability in revenues and earnings based, in part, on volatility
in
the price of lumber and wood products and disclosure on page 34
that
Lumber and Lumber Sheet Goods is your most significant product
category.  Please briefly revise your disclosure to state the
impact
of inflation and changing prices on your net sales and revenues.
See
Regulation S-K, Item 303(a)(3)(iv).

2004 compared with 2003, page 33
Interest Expense, page 35

14. We note your response to comment 26 of our previous letter.
Please revise this section to quantify the change in your average
debt level and average interest rates from the year ended December
31, 2003 to the year ended December 31, 2004.

15. Please revise your disclosures of prefabricated component
sales
and gross margin percentage to present comparative information for
2003 and 2004, rather than 2002 and 2004.

Liquidity and Capital Resources, page 37

16. Please discuss the significant increase in your Accounts
Payable
balance year over year in your operating activities discussion.
Explain the reason for the $29.6 million increase in accounts
payable
between December 31, 2003 and 2004.

17. Your disclosure in financing activities states net cash
provided
by financing activities was $30.7 million.  Per your Consolidated
Statements of Cash Flows, this was net cash used in financing
activities.

Disclosures of Contractual Obligations and Commercial Commitments,
page 41

18. Please explain to us why your interest on long term debt after
5
years is lower than earlier years in comparison that the balance
due
on long-term debt after 5 years is significantly higher than in
the
earlier individual years presented.  Please give us a schedule
that
shows the annual interest expense through maturity of the long
term
debt outstanding at March 31, 2005.

Business, page 48
Our Strategy, page 50

19. We note your supplemental response to comment 33 in our prior
letter.  Please revise this section to disclose this information
in
your prospectus.

Competition, page 56

20. Please discuss the negative aspects created by your
competition
pursuant to Item 101(c )(x) of Regulation S-K

Facilities and Properties, page 57

21. We note your response to comment 35 in our letter dated March
14,
2005.  Please revise this section to disclose the material
provisions
of your lease agreements for rented properties.

Principal and Selling Stockholders, page 72

22. Revise your disclosure to provide this information as of the
most
recent practicable date as required by Item 403 of Regulation S-K.

23. Please state in your prospectus whether Poole Holdings, Inc.
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.

Certain Related Party Transactions, page 74

24. We note your response to comment 39 of our previous letter as
well as your tabular disclosure of principal and selling
stockholders
on page 72.  Please supplementally confirm that the shareholders
to
whom you paid the amounts listed in Note 17 were not, individually
or
together, among the parties listed in Item 404(a) to Regulation S-
K.

Shares Eligible for Future Sale, page 81
Sale of Restricted Shares and Lock-Up Agreements, page 81

25. Please disclose the information in your response to comment
40.

Underwriting, page 86

26. Please supplementally confirm that members of the underwriting
syndicate will ask for affirmative reconfirmation of interest by
customers from whom they receive indications of interest in your
shares after this registration statement is declared effective.

Experts, page 90

27. Your response to our prior comment number 44 is unclear to us.
You have referred to these experts in your Form in the following
three circumstances: Note 7, Facility Closure Costs, at page F-18
("The estimated fair value was determined based on a quoted market
price as estimated by an independent third party."); Note 9,
Discontinued Operations, at F-20 ("During 2004, the Company
received
an updated estimated market price from an independent third party
for
the real estate and based on the revised estimate, recorded an
additional impairment of approximately $0.2 million based on the
results of the valuation."); and, in your initial filing, Note 5,
Discontinued Operations, at F-39 (same).  In each of these
circumstances, you have disclosed that you have relied on these
experts to determine a fair value in order to book amounts.  As
you
have referred to these experts, please identify and file their
consents in accordance with Rule 436(b) of Regulation C as you
appear
to summarize portions of the independent third party`s calculation
of
the "estimated fair value."

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR 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.

      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 staff comments and the declaration of
effectiveness as a 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 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.

      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.

      You may contact Ryan Rohn, Staff Accountant, at (202) 824-
5525
or Nathan Cheney, Assistant Chief Accountant, at (202) 942-1804 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matt Franker, Staff Attorney, at
(202) 824-5495 or me at (202) 942-2864 with any other questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc: 	Allison L. Amorison, Esq. (via facsimile 302/651-3001)
	Skadden, Arps, Slate, Meagher & Flom LLP
	One Rodney Square
	P.O. Box 636
	Wilmington, Delaware 19899-0636
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Donald F. McAleenan
Builders FirstSource, Inc.
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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