SecProbe.io

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June 17, 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.
Amendment No. 5 to Form S-1
Filed June 15, 2005
File No. 333-122788

Dear Mr. McAleenan:

      We have reviewed your filing and have the following
comments.
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.

Management, page 69

1. The first paragraph under the list of directors and executive
officers which states all members are elected annually, should be
expanded to also disclose, as is stated on page 71, that
immediately
prior to the consummation of the offering, the company will amend
and
restate its articles of incorporation and by-laws to provide that
board members will be divided into three classes, each of whose
members will serve for a staggered three-year term.
ACCOUNTING COMMENT

Board Committees, page 71

2. If the company has appointed the members of its audit
committee,
the disclosure should be updated to identify the members.
ACCOUNTING COMMENT

Underwriting Agreement, Exhibit 1.1

3. With respect to the termination clause in Section 9(y)(iv),(v)
of
the underwriting agreement, please indicate that termination may
only
be based on events which result in a material impairment of the
agreement to offer the securities for sale, particularly with
respect
to the referenced "outbreak or escalation of hostilities or acts
of
terrorism involving the United States . . ." and "any other
calamity
or crisis or any change in financial, political or economic
conditions in the United States or elsewhere."  Moreover, please
be
advised that the underwriting agreement may only be terminated
based
on the Underwriters` judgment in the following two circumstances:
* where there is a change in the business or properties of the
company which materially impairs the investment quality of the
securities; and
* where major hostilities or an act of terrorism involving the
United
States, or a national or international calamity or emergency,
makes
it impractical or inadvisable to proceed with the completion of
the
sale and payment for the securities.
Accordingly, please delete the statement that the underwriters may
terminate the offering if they determine that a specified event
makes
it impracticable or inadvisable to proceed with the public
offering
or the delivery of the shares on the terms and in the manner
contemplated in the registration statement and the prospectus or,
otherwise, supplementally explain how these provisions are
consistent
with a firm commitment offering.

	Please similarly revise or supplementally explain how the
language in Section 9(x) relates to the occurrence of a material,
adverse event affecting the issuer that materially impairs the
investment quality of the shares, rather that permitting the
underwriters to abrogate their obligation to purchase the shares
based upon an inability to market the securities.  For guidance,
please refer to the First Boston Corporation no-action letter,
dated
September 3, 1985.

Legality Opinion, Exhibit 5.1

4. We note counsel`s assumption that "the Company has received the
entire amount of the consideration" for the secondary shares being
registered for resale by the selling shareholders.  Please submit
a
revised legality opinion that does not contain this assumption, as
counsel must opine that the shares being registered for resale
have
been fully paid at the time the registration statement is declared
effective.
NTR: CF Memo 1-98 states that counsel may assume that the
investors
will actually pay in full.  Here, they are assuming that the
shares
registered for resale have been paid in full.  If this assumption
is
incorrect, the resale shares cannot be registered because the
private
transaction would not be complete.

5. When submitting your revised legality opinion, please also
remove
the assumption related to "due [corporate] authorization by all
requisite action," as this assumption is overly broad.
NTR: Page 8 of the CF Memo states that counsel cannot assume that
the
registrant has taken all corporate actions necessary to authorize
the
issuance of shares.

Tax Opinion, Exhibit 8.1

6. We note the tax opinion`s statement that the discussion in the
prospectus "constitutes, in all material respects, a fair and
accurate summary of the United States federal tax considerations
that
are anticipated to be material to Non-U.S. Holders who purchase
Common Stock pursuant to the Registration Statement."  Please
submit
a revised tax opinion that opines on the material tax consequences
of
the transaction, rather than the fairness or accuracy of the
prospectus disclosure.  We would not object to the applicability
of
this statement to general, non-material, tax consequences.
NTR: See page 8 of CF Memo 1-98.

7. When submitting your revised tax opinion, remove the statement
that "[t]his opinion is furnished to you solely for your benefit
in
connection with [sic] Registration Statement and is not to be
relied
upon by anyone else without prior written consent," as counsel is
not
permitted under the federal securities laws to state or imply that
investors are not entitled to rely on its opinion.

      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 with your amendment that keys your responses to our
comments and provides any requested 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 connection with 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) 551-
3739
or Nathan Cheney, Assistant Chief Accountant, at (202) 551-3714 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or me at (202) 551-3767 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.
June 3, 2005
Page 1

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

           DIVISION OF
CORPORATION FINANCE

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