SecProbe.io

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March 31, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (972) 647-3320

Fred Anderson, Esq.
General Counsel
Chaparral Steel Company
910 West San Marcos Boulevard, Suite 102
San Marco, California 92078

      Re: 	Chaparral Steel Company
Form 10 filed March 2, 2005
      File No. 001-32444

Dear Mr. Anderson:

      We have reviewed your filing 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.

FORM 10
General

1. Please print the name of your officer signing this form under
his
signature.

Exhibit 99.1, Information Statement
Information Statement Cover Page

2. Please include in boldface type the statement required by Item
2
of Schedule 14C.

Summary, page 2

3. Please revise so that the overview of your distribution appears
in
the forepart of your summary.

4. The disclosure about your market position here and throughout
the
filing should more clearly convey, if true, that you are the
second
largest producer of structural steel products in North America,
and
that Chaparral Steel will acquire and run this business after the
spin-off.  In the risk factors section, please also discuss the
possibility that as an independent company that is no longer a
part
of TXI`s integrated business, you may not be able to maintain
these
market positions in the future.  We note disclosure in risk
factors
on pages 8 and 9, but believe that you should also emphasize the
risk
to your market position, given that you have included a prominent
discussion of your market position on the first page of the
summary.

5. We assume that the measure by which you believe you are the
"second largest producer of structural steel products in North
America" is tons shipped in your most recent fiscal year.  Please
revise your disclosure to clarify this.  If this statement is
based
on a different measure, please identify it.

Summary Term Sheet, page 4

6. We note your statement that you will enter into a separation
and
distribution agreement with TXI, as well as several ancillary
agreements.  Please note that these agreements must be filed as
exhibits to your information statement and that we will review
these
exhibits when they are filed and may have comments on them or on
related disclosure in the information statement.

United States Federal Income Tax Consequences, page 4

7. Please name your tax counsel here.

Pre-Distribution Payment to TXI, page 5

8. We note that prior to the spin-off you intend to pay a cash
dividend to TXI.  It appears to us you should either retroactively
reflect this dividend in your historical financial statements or
present pro forma equity disclosures to reflect this dividend
along
side your most recent historical balance sheet and on pages 7 and
27.
Refer to SAB Topic 1:B.3.
9. Please describe in more detail in an appropriate section of
your
information statement the dividend you will pay to TXI prior to
the
spin-off.  Explain the purpose of the dividend, how you determined
the dividend, and disclose the amount.

Conditions to the Spin-off, page 5

10. Please revise to briefly state here, with more detail later in
your document, any known potential circumstances under which the
distribution would be abandoned.

Risk Factors, page 8

11. We note your statement on page 9 that "profitability may
decline"
following expiration of the transition services agreement.  Please
revise this statement to correspond with your net losses for the
past
three fiscal years, as reflected in your Summary Combined
Financial
and Other Data on page 6.  Revise similar disclosure elsewhere in
your information statement; for instance in the final paragraph on
page 28.

Concerns about our prospects. . ., page 12

12. Please revise to explain what you mean by "may have concerns."
Have customers expressed any particular concerns?  Please provide
more detailed disclosure concerning the risks in this risk factor.

Market, Ranking and Other Data, page 19

13. Please provide us supplementally with copies of the reports
and
other data you rely on for your discussion of markets, your
position
and the position of your competitors within these markets, and
other
data.  Please highlight the information that you rely upon for
ease
of reference.

14. Please delete the information in the third and fourth
sentences
relating to possible inaccuracies, as you are responsible for all
information in your prospectus.  This language may suggest that
you
do not have full responsibility under the federal securities laws
for
this discussion.

The Spin-Off, page 20

15. If material, please revise to more specifically disclose your
history from 1985 through 2004.

16. Please confirm to us supplementally that there will be no
fractional shares in connection with this transaction.

Reasons for the Spin-Off, page 20

17. Please expand on the discussion of the directors` reasons for
approving this transaction.  Specifically, how will separate
management and ownership structures allow Chaparral Steel to
pursue
its strategic objectives.  Please specify how this is an advantage
over your current setup?  For example, how will the issuance of
notes
and the incurrence of bank debt "facilitate efficient and
effective
utilization of available capital resources"?

18. We note that the board explored "strategic alternatives
available
for resolving the difficulties created by the diverging
characteristics of the CAC business and steel business."  Please
revise to disclose these strategic alternatives in your document.

19. Please disclose any significant differences in shareholder
rights, if any, resulting from any differences in between the
certificate of incorporation and bylaws of TXI and Chaparral
Steel.

The Number of Shares You Will Receive, page 21

20. Please disclose how you calculated and determined the
distribution amount.

Management`s Discussion and Analysis, page 28

21. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995, by its terms,
does
not apply to issuers that, at the time that the statement is made,
are not subject to the reporting requirements of section 13(a) or
section 15(d).  We note your statement in the first paragraph
"within
the meaning of the Private Securities Litigation Reform Act of
1995."
Please revise to state affirmatively that the safe harbor in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in your document.

22. To the extent that it is reasonably likely that the spinoff or
any related transactions or agreements will have a material effect
on
liquidity, capital resources or results of operations, please
discuss
them.  Please also consider whether you should elaborate upon any
of
the matters you have identified under "Risks Related to Our Spin-
Off
from TXI" in MD&A.

Results of Operations, page 30

23. It appears that the price of raw materials, steel scrap in
particular, significantly impacts your overall profitability.
Discuss the overall market movements for raw materials prices
during
each period, and address any material changes to these prices that
have taken place subsequent to the period end.  Refer to Item
303(a)(3)(ii) of Regulation S-K.  In particular, we note your
disclosure on page 14 in the second paragraph of the second risk
factor.

24. Please quantify the impact of each factor when multiple
factors
contribute to material fluctuations.  For example, what percentage
of
your increase in net sales for the six months ended November 30,
2004
compared to the six months ended November 30, 2003 was attributed
to
sustained global demand and what percentage was attributed to the
effect of your raw material surcharge program?  Refer to Items
303(a)(3)(i) and (iii) of Regulation S-K.

25. We note your increase in net sales for the six months ended
November 30, 2004.  Please revise your disclosure to provide a
narrative description of the extent to which your increase in
average
sales price is attributable to increases in prices, increases in
volume or amount of goods or services sold, or to the introduction
of
new products   See Regulation S-K, Item 303(a)(3)(iii).  Please
similarly revise your discussion for the fiscal year ended May 31,
2004.

Liquidity and Capital Resources, page 34

26. Please disclose the material provisions of the notes and
credit
facility that you expect to be in place at the time of the
distribution.

27. We note your disclosure on page 34 that you expect your
guarantee
of TXI`s Senior Notes to be terminated in connection with your
separation from TXI.  State whether the note holders have released
you from the guarantee upon your separation from TXI or,
alternatively, that TXI has agreed to indemnify you for any losses
under the guarantee.  If the holders of the notes have not
released
you from the guarantee, provide supplemental explanation how your
obligation as guarantor of the notes has been extinguished, as you
would appear to be secondarily liable if TXI were unable or
unwilling
to honor the notes.  We may have additional comments upon review
of
your response.

28. On page 36, please revise to explain more clearly what you
mean
by "liabilities released or discharged will not include
liabilities
arising under or assigned by the separation and distribution or
any
ancillary agreement."

29. It appears to us that you should revise your table of
contractual
obligations to include all future obligations, including amounts
due
related parties, amounts resulting from employee benefit
obligations,
and amounts resulting from asset retirement obligations.  Refer to
Item 303(a)(5) of Regulation S-K.

30. Please revise your table of contractual obligations to include
estimated interest payments on your debt, as this is an essential
part of your cash flow.

Quantitative and Qualitative Disclosures About Market Risk, page
37

31. We note that 13.1% of your net sales for the first six months
of
fiscal 2005 were to international customers.  Please include a
discussion regarding foreign currency exchange rate risk.
Indicate
if foreign sales and purchases are denominated in foreign
currencies
and if so, whether you hedge those transactions.  Refer to Item
305
of Regulation S-K.

Business, page 40

32. In your narrative description of business, if applicable,
please
include a discussion regarding the extent to which your business
may
be seasonal and the dollar amount of backlog orders believed to be
firm.  Refer to Item 101(c)(v) and (viii) of Regulation S-K.

Environmental, page 45

33. Please tell us supplementally what you mean by "based on our
experience and the information currently available to us."  If
material, please revise your document to describe this experience
and
the available information so that shareholders may better
understand
why you believe that the claims will not have a material impact on
your financial condition or results of operations.

Research and Development, page 45

34. If material, disclose the estimated amount spent during each
of
the last three fiscal years on company sponsored research and
development.  Refer to Item 101(c)(x) of Regulation S-K.

Arrangements Between TXI and Chaparral Steel Company, page 45

35. In the second full paragraph under this subheading, please
revise
to state affirmatively that this section provides an accurate
description of all material terms of this agreement.  Delete your
disclaimer regarding "qualified in their entirety."

Transition Services Agreement, page 49

36. Please indicate the specific support services that TXI will
continue to provide.

Management, page 51

37. Please revise to assign the footnotes to your table.

38. In each case where you state that a manager or director has
held
a position "for more than five years," please confirm to us that
you
mean business experience for the past five years in accordance
with
Item 401 of Regulation S-K.

Description of Certain Indebtedness, page 62

39. Please revise your disclosure to include a brief discussion of
the terms of the notes and bank credit facility, including the
interest rate and the duration of the agreement, which you will
enter
in conjunction with your spin-off from TXI.

Combined Financial Statements
General

40. To the extent applicable, provide updated financial statements
and related disclosures as required by Rule 3-12 of Regulation S-
X.

41. Demonstrate to us how you determined that this transaction is
not
a reverse spin-off based on an evaluation of the factors outlined
in
EITF 02-11.

42. It appears to us that your historical financial statements may
not be indicative of the ongoing entity.  Please consider
providing
pro forma statements of operations for the most recent fiscal year
and current interim period or explain why pro forma disclosures
are
not necessary.  Refer to SAB Topic 1:B.2 and Rule 11-01(8) of
Regulation S-X.

Note 1 - Description of Business and Basis of Presentation, page
F-10

43. We note that your historical financial statements do not
reflect
all the costs of doing business since certain corporate costs have
not been allocated.  Revise your historical financial statements
to
comply with SAB Topic 1:B.1.

Note 2 - Summary of Significant Accounting Policies, page F-10

44. Provide the enterprise-wide disclosures required by paragraphs
37
and 38 of SFAS 131.

45. It appears to us that you should provide earnings per share
disclosures under SFAS 128 or, at a minimum, pro forma earnings
per
share.

Note 2 - Summary of Significant Accounting Policies, Long-Lived
Assets, page F-11

46. Disclose the amount of repair and maintenance expense each
period
and, if applicable, discuss the reasons for material fluctuations
during the periods presented in MD&A.
Note 2 - Summary of Significant Accounting Policies, Income Taxes,
page F-12

47. We note that the provision (benefit) for deferred income taxes
is
determined on a separate return basis and the provision (benefit)
for
current income taxes is determined in accordance with TXI`s tax
sharing policy.  Provide us additional information regarding the
terms of the tax sharing policy.  Explain to us how the current
presentation complies with SAB Topic 1:B.1, question 3.

48. We note that you include the entire change in receivables from
(payable to) affiliates in operating cash flows.  We also note
that
these amounts include reimbursements for certain items, including
capital expenditures.  Please tell us the specific nature of each
reimbursement and demonstrate to us how including the entire
change
in operating cash flows is appropriate.

Valuation and Qualifying Accounts

49. Include a schedule of Valuation and Qualifying Accounts as
required by Rule 12-09 of Regulation S-X.  In addition, revise
MD&A
to discuss the reasons for material fluctuations in bad debt
expense
during the periods presented.

      Please respond to these comments by filing an amendment to
your
information statement and providing the supplemental information
requested.  Please provide us with a supplemental response that
addresses each of our comments and notes the location of any
corresponding revision