SecProbe.io

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Mail Stop 3561

      September 1, 2005

Jerry W. Throgmartin
Chief Executive Officer
Gregg Appliances, Inc.
4151 East 96th Street
Indianapolis, Indiana 46240

      Re:	Gregg Appliances, Inc.
		Amendment No. 1 to Registration Statement on Form S-4
      Filed August 18, 2005
		File No. 333-126486

Dear Mr. Throgmartin:

      We have reviewed your amendment and have the following
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 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.
Prospectus Summary, page 1
1. Please refer to comment 5 in our letter dated August 5, 2005.
We
note that you have retained much of the disclosure appearing under
the captions "Competitive Strengths" and "Business Strategy."
Please
delete this disclosure as requested previously.

2. Please refer to comment 6 in our letter dated August 5, 2005.
Please substantiate or delete your references to "premium"
products.
3. Please refer to comment 7 in our letter dated August 5, 2005.
As
requested previously, please provide support for the qualitative
and
comparative statements contained in the summary and throughout
your
prospectus.  We note the following statements:
* We have one of the most extensive product and brand offerings of
premium video products and home appliances.  We estimate that in
the
United States, we are a top three retailer for Hitachi and a top
four
retailer for each of Frigidaire, Whirlpool, JVC and Mitsubishi. -
page 2
* We garnered a 14% market share in major appliances, achieving a
top
three market position in less than a year, according to an
Atlantic
Market Assessment of Appliance Market Share, a study prepared by
Strategic Marketing & Research Inc. based in Indiana.  - page 45

In addition to the examples above, we also note various citations
to
the NPD Group, CEA, and AHAM for the statistical information
appearing under the caption "Industry Overview" beginning on page
60.
Clearly mark your support or provide pages references in your
response to the sections you rely upon for each specific
statement.
To the extent you are unable to provide support, please delete the
qualitative and comparative statement.  Revise throughout your
prospectus as necessary.

Terms of the Exchange Notes, page 9
4. In the discussion under the caption "Ranking" appearing on page
9,
you state that you also have $18 million of debt outstanding.
Although the carrying value of the debt may only be $18 million,
the
obligation is to repay $25 million.  Please revise to disclose the
amount of the obligation or advise.
Risk Factors, page 15
5. We note disclosure appearing on page 65 in the "Business"
section
indicating that one of your vendors, Whirlpool, represented more
than
10% of your total purchases in fiscal 2005.  It appears that this
disclosure should be specifically referenced in this risk factor.
Please advise or revise your disclosure as appropriate.

Selected Historical Consolidated Financial and Other Data, page 40
6. We note that you have not prominently presented amounts for the
three major categories of the statement of cash flows.  It appears
this information is required to comply with Question 12 of
Frequently
Asked Questions Regarding the Use the Use of Non-GAAP Financial
Measures which is available at www.sec.gov.  Please revise or
advise.
7. Please provide a reconciliation of historical interest expense
with cash interest expense.  It appears that the items that you
exclude from the measure will require cash settlement and are
recurring.  Item 10(e)(1)(ii)(B) of Regulation S-K prohibits the
use
of measures that eliminate charges likely to recur within two
years.
Item 10(e)(1)(ii)(A) of Regulation S-K prohibits the use of
measures
that exclude charges that required, or will require, cash
settlement.
Please tell us in more detail why you believe that it is
appropriate
to present this measure or revise.
8. With respect to note (4) to the table and adjusted EBITDA, it
appears that you continue to assert that adjusted EBITDA is a
liquidity measure.  Since adjusted EBITDA excludes certain charges
that require cash settlement it is not appropriate to present
adjusted EBITDA as a liquidity measure and make disclosures that
suggest that adjusted EBITDA is a liquidity measure.  As such,
modify
your disclosure as follows:
* Remove references to adjusted EBITDA from note (4);
* Create a new note that discusses only adjusted EBITDA;
* Reconcile adjusted EBITDA to net income;
* Ensure that your disclosure discusses the material limitations
of
adjusted EBITDA, such as the measure excludes recurring
expenditures
for interest and taxes;
* Ensure that you disclose how management uses the measure;
* Ensure you disclose the limitations of the measure.
9. With respect to the measures of adjusted rent, adjusted capital
expenditures, and adjusted cash interest, please remove these
items.
It appears that these measures are effectively pro forma
presentations of individual financial statement line items.  We
note
that it is not appropriate to present pro forma information for
periods in excess of one complete fiscal year.  Conversely, Item
10(e) of Regulation S-K requires that you do not present measures
that exclude recurring charges.  You have not disclosed how
management uses this item and we have difficulty understanding how
this measure could be useful to management.

Material United States Federal Income Tax Consequences, page 139
10. Please refer to comment 38 in our letter dated August 5, 2005.
As requested previously, please delete the term "certain" from the
first sentence under the caption as the tax section should include
a
discussion of all material tax consequences of the exchange offer.
11. Please refer to comment 39 in our letter dated August 5, 2005.
We note your revised disclosure that the exchange of the old notes
for exchange notes under the exchange offer "generally does not"
constitute a taxable exchange.  The revised disclosure remains
unclear as to the material tax consequences.  Please fully discuss
the uncertainties that underlie this statement.  If appropriate,
consider including a risk factor discussion regarding the
uncertainty
as to the tax consequences discussed in this section.

Legal Matters, page 145
12. Please refer to comment 42 in our letter dated August 5, 2005.
We note your response indicating that "the aggregate holdings of
employees and partners of Bingham McCutchen LLP in FS Equity
Partners
V, L.P. ... is less than 0.5% of the total capitalization of FS
Equity Partners V., L.P."  Please confirm that this interest does
not
exceed $50,000.  See Instruction 1 to Item 509 of Regulation    S-
K.
Financial Statements
Note 1(m) - Vendor Allowances, page F-12
13. We believe the vendor allowances are material and should be
disclosed in the notes to the financial statements for each of the
past three years.  Please revise accordingly.  In addition, we
believe management`s discussion and analysis, or other appropriate
section in the filing, should be expanded to discuss the number of
vendors with whom you have reimbursement agreements, the length of
time and conditions of the vendor agreements, a statement as to
whether or not management would continue to incur the same level
of
advertising expenditures if vendors discontinued their
reimbursement
of cooperative advertising expenses, and the dollar amount of
excess
reimbursements over costs incurred that are recorded as a
reduction
of cost of sales.  If you do not intend to maintain the current
level
of advertising in the absence of the vendor agreements, we believe
you should discuss the adverse impact on revenue or other
measures.
Please revise as appropriate.

Note 3 - Accounts Payable-Third Party, page F-16
14. We note your response to comment 49 in our letter dated August
5,
2005, however, it is not clear to us how your treatment complies
with
SFAS 95.  In paragraph 23(a) of SFAS 95, payments on notes payable
to
suppliers would be treated as operating; however, your payments
are
being made to a financial institution.  Please tell us how your
treatment complies with SFAS 95 and any other literature you may
be
relying on.  It may be helpful to us if you explained the business
purpose of this arrangement.
Note 4 - Debt, page F-16
15. We do not agree with your conclusion in response to comment 50
in
our letter dated August 5, 2005.  We believe you need to revise
the
footnotes to include the disclosures required by Rule 3-10(e) of
Regulation S-X.  Instruction 2 to that Rule specifically requires
certain disclosures if you are omitting the condensed
consolidating
financial information called for by Rule 3-10(e)(4) of Regulation
S-
X.  Please revise to include the appropriate disclosures or
advise.
Exhibit 5.1
16. Please confirm to us that the reference and limitation to the
internal substantive laws of the State of New York includes the
statutory provisions and also all applicable provisions of the New
York Constitution and reported judicial decisions interpreting
these
laws.
17. We note that your opinion is subject to various exceptions,
qualifications and assumptions that appear overly broad and
include
substantial limitations.  For example, we note the disclosure in
paragraphs (c), (d), (e), (f), (g), and (h).  Please explain and
support these substantial limitations outlined in the paragraphs
cited or delete the disclosure as appropriate.  We also note the
statement in paragraph (h) that "[w]e express no opinion...after
the
date hereof."  Please be aware that the opinion must speak as of
the
date of effectiveness of the registration statement.   Please
revise
the opinion to delete the cited limitation.
Exhibit 5.2
18. Please delete counsel`s knowledge limitations to the matters
set
forth in Exhibit A.
19. We note disclosure indicating that the "opinions expressed
herein...are effective only as of the date hereof."  As indicated
above, the opinion must speak as of the date of effectiveness.  We
further note that the "foregoing opinion should not be relied upon
for any other purpose."  Note holders are entitled to rely on this
legal opinion.  Please revise to delete these limitations.
Exhibit 99.1
20. Please delete the language in the letter of transmittal
requiring
the note holder to acknowledge or certify that he/she has "read"
all
of the terms of the exchange offer.

* * * * *

	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.

      You may contact Robert Burnett, Staff Accountant, at (202)
551-
3330 or Michael Moran, Accounting Branch Chief, at (202) 551-3841
if
you have questions on the financial statements and related
matters.
Please contact Matthew Benson, Staff Attorney, at (202) 551-3335,
or
Ellie Quarles, Special Counsel, at (202) 551-3238 with any other
questions.

      					Sincerely,

						H. Christopher Owings
      					Assistant Director

cc: 	Ann Chamberlain, Esq.
	Bingham McCutchen LLP
      Fax - (212) 702-3624

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Jerry W. Throgmartin
Gregg Appliances, Inc.
September 1, 2005
Page 6

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