SecProbe.io

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October 6, 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. We note your response to comment 3 of our letter dated
September
23, 2005.  Please note that we must review this supplemental
letter
prior to accelerating the effectiveness of this registration
statement.
The Exchange Offer, page 91

2. We note your response to comment 19 of our September 23 letter.
We note disclosure under Withdrawal Rights on page 96 that you
will
return Old Notes that are not exchanged "as soon as practicable
after
withdrawal, non-acceptance of tender or termination of the
exchange
offer."  Exchange Act Rule 14e-1(c) requires that the notes be
returned "promptly" in these circumstances, rather than "as soon
as
practicable."  Please revise this statement accordingly.

Procedures for Tendering the Old Notes, page 92

3. We note your response to comment 26 of our letter dated
September
23, 2005, as well as the statement on page 93 and in the Letter of
Transmittal that you "also reserve the absolute right to waive any
defects or irregularities or conditions of the Exchange Offer as
to
any Old Notes either before or after the Expiration Date . . . ."
Please note that all offer conditions other than those related to
the
receipt of government regulatory approvals must be satisfied or
waived at or before the expiration of the offer.  Revise
accordingly.

Exhibit 5.1, Legal Opinion

4. We note your response to comment 28 of our letter dated
September
23, 2005, with respect to the qualification in the opinion of
Skadden
Arps about laws that, in the firm`s experience, are normally
applicable to transactions of the type contemplated by the
Exchange
Offer.  Submit a revised opinion of counsel that deletes reference
to
"in our experience."

      In addition, note that although the staff has previously
accepted the qualifications in the last paragraph on page 2 after
deleting the reference to counsel`s experience, this has always
been
done with the understanding that Skadden Arps would revise its
opinion per an agreement to be reached with Martin Dunn.  In
January
18, 2005 correspondence relating to Crompton Corporation addressed
to
Pamela Long from Michael J. Zeidel, Skadden Arps acknowledged that
the staff would accept the "normally applicable" qualification for
purposes of that registration statement so long as the "in our
experience" language was omitted and that future Exhibit 5
opinions
provided by Skadden Arps would be revised per an agreement to be
reached between the Commission and Skadden Arps.  The same
representation by Skadden Arps was made in correspondence relating
to
Hexcel Corp. dated April 30, 2003 addressed to Pamela Long from
Thomas W. Greenberg, referring to discussions among Mr. Dunn,
Colleen
Mahoney, and Matthew Mallow on April 23, 2003.  To date, there has
been no agreement reached between Skadden Arps and the staff
permitting the use of this limitation.  We may have additional
comments upon review of the proposed revisions to the opinion of
Skadden Arps and further discussions with counsel, as necessary.
After this transaction is completed, we look forward to finally
receiving proposed language from Skadden Arps for future opinions
relating to these matters.

5. Please also amend the opinion to eliminate language about the
law
normally applicable to "transactions" and instead address the law
applicable to the securities governed by the Indenture, as
paragraph
(b)(5) to Item 601 of Regulation S-K requires an opinion of
counsel
as to the legality of the securities being registered.

      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 Attorney, at (202) 551-
3749
with any questions.  Alternatively, you may contact me at (202)
551-
3767.

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, Esq.
Builders FirstSource, Inc.
October 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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