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SEC Response Letter

 August 18, 2005

 Via EDGAR, Fax and Federal Express

 Mr. H. Christopher Owings

 Assistant Director

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Gregg Appliances, Inc.

Registration Statement on Form S-4

Filed July 8, 2005

SEC File No. 333-126486

 Dear Mr. Owings:

 On behalf of our client, Gregg Appliances, Inc. (the “Registrant”), we are transmitting to you this letter in response to comments received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), by letter dated August 5, 2005, with respect to the Registration Statement on Form S-4, File No. 333-126486 (the “Registration Statement”), filed with the Commission on July 8, 2005.

 The numbering of the paragraphs below corresponds to the numbering of the
comments, which, for the Staff’s convenience, have been incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of Amendment No. 1 to the Registration Statement (the
“Amendment”).

 General

1.
Please provide us with a letter indicating that you are registering the exchange offer in reliance on the position enunciated in Exxon Capital Holdings Corporation (available May
13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) regarding resales, and Shearman & Sterling (available July 2, 1993) with respect to the participation of broker-dealers. In your letter, you should include the statements
and representations substantially in the form set forth in the Morgan Stanley & Co. Incorporated and Shearman & Sterling letters.

 Response: A letter in response to this comment has been filed as correspondence with the Commission with this response.

 Mr. H. Christopher Owings

 August 18, 2005

  Page
 2

 Cover Page

2.
As currently represented, the offer could be open for less than 20 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 Eight 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).

 Response: The
Registrant has revised the Registration Statement to provide that the expiration time for the offer will be midnight on the effective date, in response to the Staff’s comment. See the cover page and pages 7, 31, 32, 33, 35 and 36 of the
Registration Statement.

 Cautionary Note Regarding Forward-Looking
Statements, page i

3.
The forepart of the prospectus should include only the cover page, summary and risk factors section. Accordingly, please relocate the information appearing under this caption,
Market and Industry Data and Forecasts, and Registered Trademarks to appear after the forepart of the prospectus.

 Response: The Registrant has relocated the information that formerly appeared on page (i) of the Registration Statement, in response to the
Staff’s comment.

4.
We note your statement that information about markets, ranking and other similar data set forth in your Registration Statement may not be accurate. Please note that you are
responsible for the entire content of the Registration Statement and cannot include language that can be interpreted as a disclaimer of the information contained in the filing. Please revise.

 Response: The Registrant has revised the disclosure on page 27 of the
Registration Statement in response to the Staff’s comment.

 Prospectus Summary, page 1

5.
Please note that the summary is merely intended to provide a brief overview of the key aspects of the offering. Your summary appears lengthy and repeats much of the information
fully discussed later in your document. For example, much of the information appearing under the caption “Competitive Strengths” and “Business Strategy” should be deleted from this section. Please revise accordingly. See
Instruction to Item 503(a) of Regulation S-K.

 Response: The Registrant has revised the disclosure on pages 1 through 3 of the Registration Statement in response to the Staff’s comment.

 Mr. H. Christopher Owings

 August 18, 2005

  Page
 3

6.
Please revise the summary to provide a balanced overview of your business. In this regard, you should include net income amounts in addition to the sales amounts that you have
provided. We also note that you characterize various aspects of your business as “superior,” “premium,” and “unique.” Please revise to provide a more balanced presentation of your business.

 Response: The Registrant has revised the disclosure on pages 1
through 3 and pages 61 through 64 of the Registration Statement in response to the Staff’s comment. The Registrant does not track net income on a per store basis and, thus, has not included net income amounts in places where the registration
statement discusses sales per store.

7.
Please provide support for the qualitative and comparative statements contained in the summary and throughout your prospectus. For example, the Registrant notes the following
statements appearing in this section and elsewhere in the prospectus:

•

We offer one of the most comprehensive brand and model selections in our industry. — page 1

•

Over our 50 year history the Registrant has successfully competed against every leading retailer and currently have a top one or two market position in digital televisions and
major appliances in the majority of our markets. — page 1

•

We have one of the most extensive product and brand offerings of premium video products and home appliances. — page 2

•

We carry over 110 models of digital televisions and over 400 models of appliances, which significantly exceeds our major competitors’ product depth.— page 2

•

We believe no other major consumer electronics or appliance retailer provides same-day delivery and installation on a wide range of products. —page 3

•

We garnered a 14% market share in major appliances, achieving a top three market position in less than a year. — page 43

•

We believe our competitors are fully built-out in each of our existing markets. — page 44

 In addition to the examples above, the Registrant also notes statistical information and references to various sources
appearing under the caption “Industry Overview” on page 56 and the “Business” section beginning on page 57. Clearly mark your support or provide page references in your response to the

 Mr. H. Christopher Owings

 August 18, 2005

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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.

 Response: The Registrant has revised the disclosure in the Registration Statement in response to the Staff’s comment, by deleting some of the statements shown above, and by providing references to support the remaining
statements, where necessary. We bring to the Staff’s attention the fact that the Registrant’s inventory lists show over 110 models of digital TV’s and over 400 models of appliances.

 Risk Factors, page 15

8.
We note the statement appearing in the first paragraph under this caption indicating that the risks outlined in this section are not the only ones you face and that there may be
“additional risks not known to us or that the Registrant currently deems immaterial also may materially adversely affect us.” Please delete this disclosure, as all material risks must be identified and fully discussed in this section.

 Response: The Registrant has revised
the disclosure on page 15 of the Registration Statement in response to the Staff’s comment.

9.
Please revise your risk factor subheadings to concisely state the specific material risk each risk factor presents to you or investors and the consequences should that risk
factor occur. Avoid simply referring to a fact about your company or a future event in your subheadings. Stating that the risk may “adversely affect” your business or cause your business to “suffer” does not adequately address
the potential consequences. For example, the following risk factor subheadings should be revised accordingly:

•

We are subject to risks due to the concentration of our stores..., page 16

•

If the Registrant is unable to retain key management..., page 17

•

Changes in trade regulations, currency fluctuations..., page 18

•

To service our indebtedness, the Registrant will require a significant amount of cash..., page 20

•

An active trading market may not develop for the notes, page 24

 Response: The Registrant has revised the disclosure in the “Risk Factors” section of the Registration Statement in response to the
Staff’s comment.

 Mr. H. Christopher Owings

 August 18, 2005

  Page
 5

10.
Some of your risk factors appear generic because the information could apply to many companies in your industry or even in other industries. Please revise to specifically
indicate how the stated risk applies to your company, or delete these risk factors:

•

If the Registrant fails to anticipate changes in consumer preferences..., page 16

•

A downturn in the economy may negatively affect consumer demand..., page 17

•

If the Registrant cannot attract and retain highly qualified sales personnel..., page 17

•

If the Registrant is unable to manage our growth effectively..., page 18

 Response: The Registrant has revised the disclosure in the “Risk Factors” section of the Registration
Statement in response to the Staff’s comment.

 Our growth strategy
depends in part on our ability to open.... page 18

11.
We note disclosure indicating that you plan to continue your expansion in fiscal 2006. Please quantify the number of stores you intend to open in fiscal 2006 so investors can
fully assess the risk.

 Response: The
Registrant has revised the disclosure on page 18 of the Registration Statement in response to the Staff’s comment.

 The Recapitalization, page 26

12.
Please disclose the per share price that GIC paid relative to the investment made by the existing equity holders. Also, please disclose any consideration that your three
management holders received other than consideration in exchange for their equity interests.

 Response: The Registrant has revised the disclosure on pages 4 and 28 of the Registration Statement in response to the Staff’s comment.

 The Exchange Offer, page 28

 Expiration Date Extensions; Amendments, page 30

13.
 We note that you intend to announce an extension of the offer by notifying the exchange agent and each registered holder of any extension by “oral or
written notice....” Please advise as to how oral notice of any extension is reasonably

 Mr. H. Christopher Owings

 August 18, 2005

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calculated to reach registered holders of the outstanding notes or otherwise satisfies the requirements of Rule 14e-1(d).

 Response: The Registrant has
revised the disclosure on page 32 of the Registration Statement in response to the Staff’s comment.

14.
We note your reservation of the right “to delay accepting any old notes.” Please clarify in what circumstances you will delay acceptance and confirm that any delay will
be consistent with Rule I4e-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.

 Response: The Registrant has revised the disclosure on page 32 of the Registration Statement in response to the
Staff’s comment.

15.
We note your reservation of the right to amend the terms of the exchange offer. Please revise 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.

 Response: The Registrant has revised the disclosure on page 32 of the
Registration Statement in response to the Staff’s comment.

 Procedures for Tendering, page 30

16.
We note disclosure in the penultimate paragraph under this caption that the non-exchanged old notes will be credited to an account as “promptly as practicable” after
the expiration or termination of the exchange offer. 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 your
document as necessary.

 Response: The
Registrant has revised the disclosure on page 34 of the Registration Statement in response to the Staff’s comment.

 Unaudited Pro Forma Consolidated Statement of Income, page 36

17.
In pro forma adjustment 2(a) you assume income from investing excess cash. We do not believe that this adjustment meets the factually supportable criteria of Article 11 of
Regulation S-X. Please revise to delete the income amount from the face of the pro forma statement.

 Response: The Registrant has revised the disclosure on page 38 of the Registration Statement in response to the Staff’s comment.

 Mr. H. Christopher Owings

 August 18, 2005

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18.
Please revise the description for adjustment 2(f) to eliminate the statement that the adjustment assumes the recapitalization was consummated on March 31, 2004. The pro forma
income statement should assume the recapitalization occurred at the beginning of the year being presented. Please revise the description to state that these charges are non recurring and directly related to the transaction, if true.

 Response: The Registrant has revised
the disclosure on page 39 of the Registration Statement in response to the Staff’s comment.

19.
Please revise pro forma note 2 to separately identify the adjustment related to the amortization of debt issue costs from the amortization of the discount on the junior notes. In
adjustment (a) you refer to adjustment 2(d); however, adjustment 2(d) appears to relate only to debt issue costs and not to debt discount. Please revise or advise.

 Response: The Registrant has revised the disclosure on page 39 of the Registration Statement in response to the
Staff’s comment.

 Selected Historical Consolidated Financial and
Other Data, page 38

20.
Since the ratio of earnings to fixed charges is a required disclosure under Regulation S-K, and is calculated under the same rules for all registrants, it appears it should be
presented separately from the non-GAAP measures you choose to present. Please revise the format or advise.

 Response: The Registrant has revised the format on page 41 of the Registration Statement in response to the Staff’s comment.

21.
In the forepart of the document on page iii you state that EBITDA and adjusted EBITDA are presented as measures of cash flow and historical ability to service debt. In footnote 2
on page 39 you indicate that EBITDA and adjusted EBITDA are used by management in assessing financial performance. If you believe that EBITDA is a liquidity measure, please revise your disclosures to reconcile the amount to cash flows from
operations. We also note that you refer to adjusted EBITDA as a measure of cash flow. As adjusted EBITDA excludes certain items that are required to be settled on a cash basis, we do not believe that it is appropriate to characterize adjusted EBITDA
as a liquidity measure. See Question 10 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures which is available at www.sec.gov.

 Response: The Registrant has revised the disclosure on page 41 of the Registration Statement in response to the
Staff’s comment.

22.
 Please revise to include the comparable GAAP measures of adjusted rent expense, adjusted capital expenditures and adjusted cash interest expense.

 Mr. H. Christopher Owings

 August 18, 2005

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Likewise, revise to present GAAP cash flow information if that is the most comparable GAAP information. Pl