SecProbe.io

CORRESP
1
filename1.htm

CORRESP

[BUILDERS FIRSTSOURCE, INC. LETTERHEAD]

October 7, 2005

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:

          Builders FirstSource, Inc. (the “Company”) and each of the guarantor subsidiaries (the
“Guarantors” and, together with the Company, the “Registrants”) set forth on the signature pages to
the Registration Statement on Form S-4 (File No. 333-128064) of the Registrants (as amended, the
“Registration Statement”), are registering an exchange offer (the “Exchange Offer”) pursuant to the
Registration Statement in reliance on the position of the Staff of the Securities and Exchange
Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989),
Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling
(available July 2, 1993). The Registrants represent as follows:

1.      The Registrants have not entered into any arrangement or understanding with any person to
distribute the notes to be received in the Exchange Offer (the “New Notes”) and, to the best of the
Registrants’ information and belief, each person participating in the Exchange Offer is acquiring
the New Notes in its ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the New Notes to be received in the Exchange Offer.

2.      In this regard, the Registrants will make each person participating in the Exchange Offer
aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in
the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange
Offer, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings
Corporation (available April 13, 1989) or interpretive letters to similar effect and (ii) must
comply with registration and prospectus delivery requirements of the Securities Act of 1933, as
amended (the “Securities Act”), in connection with a secondary resale transaction.

3.      The Registrants acknowledge that such a secondary resale transaction by such person
participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in
the Exchange Offer should be covered by an effective registration statement containing the selling
securityholder information required by Item 507 of Regulation S-K under the Securities Act.

Jennifer
R. Hardy, Esquire

October 7, 2005

Page 2

4.     The Registrants will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus) that any broker-dealer who holds Old Notes (as described in the
Exchange Offer prospectus) acquired for its own account as a result of market-making activities or
other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the
Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act (as described in Shearman & Sterling (available July 2,
1993)) in connection with any resale of such New Notes.

5.     The Registrants will include in the transmittal letter or similar documentation to be
executed by an exchange offeree in order to participate in the Exchange Offer the following
additional provisions:

    (a)

    If the exchange offeree is not a
broker-dealer, an acknowledgment that it is not engaged in, and does
not intend to engage in, a distribution of the New Notes; and

    (b)

    If the exchange offeree is a broker-dealer
holding Old Notes acquired for its own account as a result of
market-making activities or other trading activities, (i) an
acknowledgment that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of
New Notes received in respect of such Old Notes pursuant to the
Exchange Offer and may be the prospectus contained in the
Registration Statement for the Exchange Offer so long as it contains
a plan of distribution with respect to such resale transaction;
(ii) a statement to the effect that by so
acknowledging and by delivering a prospectus, such broker-dealer will
not be deemed to admit that it is an “underwriter” within the meaning
of the Securities Act and (iii) an acknowledgement that it has
not entered into any arrangement or understanding with the
Registrants or an affiliate of the Registrants to distribute the New
Notes.

    Very truly yours,

    BUILDERS FIRSTSOURCE,
INC.
   On behalf of itself and the Guarantors

   set forth in the Registration Statement

    By:

    /s/ Donald F. McAleenan

    Name: Donald F. McAleenan

Title:   Senior Vice President and General Counsel