SecProbe.io

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September 23, 2005

Mail Stop 7010

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.
	Registration Statement on Form S-4
Filed September 2, 2005
	File No. 333-128066

Dear Mr. McAleenan:

      We have limited our review of your filing to those issues we
have addressed in our 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
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. Please amend your registration statement to name all subsidiary
guarantors as co-registrants.  Please include a signature page for
each additional registrant in your next amendment.  In addition,
each
subsidiary guarantor must obtain a CIK number and file the
registration statement on EDGAR as a co-registrant.  Please
contact
our filer support office at 202-551-8200 if you need assistance.

2. To the extent additional subsidiaries of the company come into
existence and are made guarantors on the exchange notes prior to
the
expiration of the offering period, we assume you will update the
facing page, the signature pages, and financial statements to
reflect
the additional guarantors.

3. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993), and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters.  Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.  Please be sure
to
file this letter on Edgar.

Cover Page

4. As currently represented, the offer could be open for less than
twenty full business days due to the 5:00 p.m. expiration time
instead of an expiration time of midnight on what ultimately may
be
the twentieth business day following commencement.  See Question
and
Answer 8 in Exchange Act Release No. 16623 (March 5, 1980).
Please
confirm that the offer will be open at least through midnight on
the
twentieth business day.  See Rule 14d-1(g)(3).

5. Please confirm supplementally that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

6. Please revise the inside front cover page of your prospectus to
include the information required by Item 2 to Form S-4.
Specifically, you must state that the prospectus incorporates
important business and financial information about the company
that
is not included in or delivered with the document and that this
information is available to security holders upon written or oral
request.  Provide the name, address, and telephone number to which
security holders must make this request and state that to obtain
timely delivery, security holders must request the information no
later than five business days before the date they must make their
investment decision.  In addition, state the date by which
security
holders must request this information.  This statement must be
highlighted by print type or otherwise.

Prospectus Summary, page 1
Our Company, page 1

7. We note the discussion of your business strategy and your
company`s strengths.  Please balance the summary by providing an
equally prominent summary of your competitive weaknesses.  In
addition, please provide a brief summary of the most significant
risks associated with an investment in the notes.  The cross-
reference alone on page 4 is not meaningful to investors.

The Exchange Offer, page 6

8. Include a brief summary of the material provisions of the
indenture, including any covenants or provisions, or the lack of
any
covenants or provisions, which may afford a debt holder protection
in
the event of a highly leveraged transaction, merger, or similar
transaction, which may adversely affect the creditworthiness of
the
new notes and the ability to waive any such covenants or
provisions.

9. Please provide a brief statement as to the accounting treatment
of
the proposed exchange offer.  See Form S-4, Item 4(a)(5).

Risk Factors, page 15
Risks Relating to Our Business and Industry, page 16
Our level of indebtedness could adversely affect our ability . .
.,
page 17

10. We note the large increase in your interest expense for the
six
months ended June 30, 2005 compared to the corresponding period of
2004.  Please revise the discussion of your indebtedness to state
your current annual debt service payment obligations.

11. Please quantify the amount of debt to which the securities
issued
under the exchange offer will be subordinated.

12. Please add risk factor disclosure that substantially all of
your
debt is at a variable rate of interest, which could increase your
interest expense in the event that interest rates rise.  In
addition,
please indicate how much your interest expense will increase for
each
1% increase in interest rates.

Our debt instruments contain various covenants . . ., page 18

13. Please confirm to us supplementally that you are in compliance
with all of the terms of your outstanding debt and required
ratios.
In the event you are not in compliance, please disclose the terms
you
do not meet and the potential consequences.

Risks Related to the New Notes, page 23

14. Please ensure that each risk factor describes a specific
material
risk.  Several risk factors, including those entitled "Certain
Defenses Available to Us and Any of the Guarantors . . ." and "The
Noteholders` liens on Substantially All or Part of the Collateral
. .
." provide a statement of facts but do not clearly explain why
these
factors are a particular risk to you or investors.

If we default on our obligations to pay our indebtedness . . .,
page
23

15. We note your reference to cross-default provisions of your
senior
secured credit facility and the New Notes on page 18.  Please
expand
your discussion under this risk factor to discuss the
applicability
of cross-default and acceleration provisions in your debt
instruments
to the indenture as well as the company`s ability to repay all
accelerated indebtedness, including the exchange notes,
simultaneously.

Fraudulent conveyance and similar laws . . ., page 23

16. In this risk factor, you state the general legal tests used to
establish a fraudulent conveyance and insolvency, as well as why
the
company believes it satisfies these tests, rather than clearly
stating a risk applicable to the holders of the New Notes.  Please
revise your disclosure under this heading to clearly state the
risk
and provide sufficient context so that investors can understand
the
risk and how it is applicable to the current offering.  Please
delete
unnecessary and lengthy discussions of black letter law.

Use of Proceeds, page 27

17. Please revise your disclosure in this section to state the
interest rate and maturity of the indebtedness repaid with the
proceeds of the offering of the notes being exchanged.  See
Instruction 4 to Item 504 of Regulation S-K.  In addition, please
revise this section to disclose how the proceeds from the offering
of
the Old Notes were allocated among the various uses stated.

Management`s Discussion and Analysis, page 35
Liquidity and Capital Resources, page 46
Capital Resources, page 48

18. Please expand the discussion of your two interest rate swap
agreements to discuss the effects, if any, of the exchange offer
on
these arrangements.

The Exchange Offer, page 88
Terms of the Exchange Offer; Period for Tendering Old Notes, page
88

19. We note the disclosure indicating that you will issue new
notes
or return any old notes not accepted for exchange "as promptly as
practicable" after expiration or termination of the exchange
offer.
Exchange Act Rule 14e-1(c) requires that you exchange the notes or
return the old notes "promptly" upon expiration or termination of
the
offer, as applicable.  Please revise here and throughout the
document, as necessary.  Similarly revise your Letter of
Transmittal.

20. You reserve the right to extend the period of time during
which
the exchange offer is open and "thereby delay acceptance for
exchange
of any Old Notes."  Please clarify in what circumstances you will
delay acceptance and confirm that any such delay will be
consistent
with Rule 14e-1(c).  For example, if you are referring to the
right
to delay acceptance only due to an extension of the exchange
offer,
so state.

21. Please confirm that, in the case of an extension, the press
release or other public announcement you undertake to make will
disclose the approximate number of Old Notes tendered to date.
See
Securities Exchange Act Rule 14e-1(d).

22. Please advise us as to how oral notice of any extension is
reasonably calculated to reach registered holders of outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).

23. We note your reservation of the right to amend the terms of
the
offer on page 88 and your statements on pages 90 and 93 that you
may
waive any condition to the offer at any time.  Please revise these
sections to indicate that, in the event of a material change in
the
offer, including the waiver of a material condition, you will
extend
the offer period if necessary so that at least five business days
remain in the offer following notice of the material change.

Procedures for Tendering Old Notes, page 89

24. We note statements in the first full paragraph on page 90 that
"[a]ll questions as to the . . . acceptance of Old Notes tendered
for
exchange will be determined by us in our sole discretion" and that
your "interpretation of the terms and conditions of the exchange
offer as to any particular Old Notes . . . will be final and
binding
on all parties."  Please revise these statements to clarify
whether
you are referring to the procedures and conditions on the tender
of
any particular Old Note, or whether you are referring to the
conditions of the exchange offer.  To the extent you are referring
to
conditions of the offer, revise this section to include an
objective
standard for the determination of whether a condition has been
satisfied.  Similarly revise such language, where it appears, in
the
Letter of Transmittal.
Acceptance of Old Notes for Exchange; Delivery of New Notes, page
91

25. Please revise to state that the issuer will issue new notes or
return the old notes promptly after expiration rather than after
acceptance.  See Securities Exchange Act Rule 14e-1(c).

Conditions to the Exchange Offer, page 93

26. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language here and throughout your prospectus
accordingly.  Similarly revise the Letter of Transmittal.

Part II
Undertakings, page II-4

27. Please revise your undertaking to include all of the
information
contained in the proviso to paragraph (a) of Item 512.

Exhibits
Exhibit 5.1, Legality Opinion

28. Your legality opinion must opine on the laws of the state
governing the indenture.  We note that the legality opinion
references the laws of New York, but only to the extent that your
counsel deems them "normally applicable to transactions of the
type
contemplated by the Exchange Offer . . . ."  This statement is
vague
and inherently subjective.  Please submit an opinion of counsel
that
states a conclusive opinion as to whether the New Notes will
constitute binding obligations of the company and each of its
guarantor subsidiaries under New York state law.

29. Please supplementally confirm that all subsidiary guarantors
of
the registrant are included in your legality opinion.

Exhibit 99.1, Form of Letter of Transmittal

30. Delete the language in the Letter of Transmittal requiring the
note holder to acknowledge or certify that he/she has "received
and
reviewed" the prospectus and Letter of Transmittal.

      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.

      Please contact Matt Franker, Staff Att