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RESPONSE LETTER

    October 6, 2005

VIA EDGAR AND FACSIMILE

Jennifer R. Hardy, Esquire

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, DC 20549

    Re:

    Builders FirstSource, Inc.

    Registration Statement on Form S-4,

    SEC File No. 333-128064

Dear Ms. Hardy:

     On behalf of Builders FirstSource, Inc. (the “Company”), we submit this letter to respond to
your letter to Donald F. McAleenan, dated the date hereof, with respect to the above-referenced
filing. As discussed with Mr. Matt Franker of the Staff, the Company believes it is important that
we resolve the comments addressed below in advance of filing Amendment No. 2 (“Amendment No. 2”) to
the registration statement on Form S-4 (the “Registration Statement”), of the Company relating to
the Company’s offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to
$275,000,000 of its Second Priority Senior Secured Floating Rate Notes due 2012 to be registered
under the Securities Act of 1933, as amended, for a like principal amount of its issued and
outstanding Second Priority Senior Secured Floating Rate Notes due 2012 so the Company can meet its
deadline of having the Registration Statement declared effective no later than October 9, 2005.

     For ease of reference, the Staff’s comments are set forth below in italics. The Company’s
responses to the Staff’s comments are set forth immediately below the text of the comment to which
they relate. The headings below correspond to the headings as set forth in the Staff’s comment
letter referenced above.

     We are also providing herewith, for the supplemental review of the Staff, amended disclosure
in the Registration Statement and the Letter of Transmittal and a revised opinion of Skadden, Arps
in response to the Staff’s comments referenced above.

Jennifer R. Hardy

October 6, 2005

Page 2 of 4

     Capitalized terms used but not defined herein have the meanings ascribed to such terms in the
Registration Statement.

General

    1.

    Q.

    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.

    A.

    We acknowledge the Staff’s comment and confirm that the letter referenced
above was filed as correspondence today via EDGAR.

    2.

    Q.

    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.

    A.

    In response to the Staff’s comment, we have revised the disclosure on page 96
accordingly.

    3.

    Q.

    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.

    A.

    In response to the Staff’s comment, we have revised the disclosure on page
93, and in the Letter of Transmittal, accordingly.

    Cover Page

    4.

    Q.

    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

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Jennifer R. Hardy

October 6, 2005

Page 3 of 4

    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.

    A.

    In response to the Staff’s comment we have revised the opinion of Skadden,
Arps accordingly. Attached for the supplemental review of the Staff is a revised
draft of the opinion marked to show changes from the draft previously submitted. We
would welcome the opportunity to meet with the Staff following completion of this
transaction to finalize the language of Skadden Arps opinions for future transactions.
Please let us know who is the appropriate person at the Staff for us to contact.

    5.

    Q.

    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 the Regulation S-K requires an opinion of
counsel as to the legality of the securities being registered.

    A.

    In response to the Staff’s comment we have revised the opinion of Skadden,
Arps accordingly and have attached a revised draft for the supplemental review of the
Staff.

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Jennifer R. Hardy

October 6, 2005

Page 4 of 4

     In order to meet the Company’s goal of having the Registration Statement declared effective no
later than October 9, 2005, we would appreciate the Staff’s cooperation in reviewing the enclosed
responses and resolving the comments addressed above as soon as practicable. Should you have any
questions or want to discuss these matters prior to hearing from us, please call the undersigned at
(302) 651-3180. Facsimile transmissions may be made to the undersigned at (302) 651-3001.

Very truly yours,

/s/  Allison L. Amorison

    cc:

    Matt Franker

    Donald F. McAleenan

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