SecProbe.io

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June 3, 2005

Mail Stop 0510

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

Fred Anderson, Esq.
General Counsel
Chaparral Steel Company
300 Ward Road
Midlothian, Texas 76065

      Re: 	Chaparral Steel Company
      Form 10
      Filed May 6, 2005
      File No. 000-51307

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 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.

Exhibit 99.1, Information Statement
General

1. Please be reminded that the Form 10 goes effective by lapse of
time within 60 days of the filing pursuant to Exchange Act Section
12(g)(1).  If our comments are not addressed within this 60 day
time
period, you should withdraw the Form 10 prior to effectiveness and
refile a new Form 10 including changes responsive to our comments.

2. We note your response to comment 27 of our letter dated March
31,
2005.  Please revise further to clarify in the appropriate
sections
of your document how you expect that TXI will repay the $600
million
in outstanding senior notes due 2011.  We note that the dividend
you
expect to pay to TXI is currently estimated at $341 million.

3. Please update your disclosures throughout the document
concerning
your new credit facility.  What is the current status of your
negotiations for this new facility?

Risk Factors, page 8

4. We note your response to comment 11 of our letter dated March
31,
2005.  Please revise to quantify and state your net losses for
2002,
2003, and 2004 in the second risk factor on page 9.

Issuance of Debt, page 21

5. We note your response to comment 9 of our letter dated March
31,
2005 in this section.  Please disclose how you determined the
amount
of the dividend you will grant to TXI prior to completion of the
spin-off.  In addition, please clarify your statement on page 28
that
you will settle your intercompany accounts with TXI "at their
value
as of the distribution date." What do you mean by "intercompany
accounts"?  Will you be required to pay amounts to TXI that exceed
the $350 million discussed in this section?  Please revise to be
more
specific.

Unaudited Pro Forma Combined Condensed Financial Statements, page
28

6. Revise the disclosure on page 28 to correctly identify the date
of
the pro forma balance sheet as February 28, 2005.

Separation and Distribution Agreement, page 53

7. We also note your disclosure on page 53 that intercompany
accounts
between steel entities and TXI will be paid, contributed to
capital,
or "otherwise settled."  Please revise to be more specific.  What
does "otherwise settled" mean?

Anti-Takeover Provisions, page 64

8. We note your disclosure on page 67 concerning anti-takeover
effects associated with your preferred stock purchase rights.
Please
add a risk factor concerning these effects.

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

9. We note your response to comment 43 of our letter dated March
31,
2005 and your disclosure that you believe the allocation of
certain
corporate costs from TXI was made on a reasonable basis.  Please
revise the notes to your historical financial to provide an
explanation of the allocation method you used and, if practical,
the
amount or range of expenses you would have incurred on a stand-
alone
basis as required by SAB Topic 1:B.1 Question 2.

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

10. We note your response to comment 45 of our letter dated March
31,
2005.  In light of the historical capital structure of TXI, it is
not
clear to us why you determined that earnings per share disclosures
are not required by SFAS 128.  Please advise.  In addition, as we
previously indicated, at a minimum, pro forma earnings per share
disclosures should be provided for the most recent fiscal year and
interim period based on historical earnings on pages 6, 27, and F-
27.

Note 2 - Summary of Significant Accounting Policies, Income Taxes,
page F-12

11. We reviewed your response to comment 48 of our March 31, 2005
letter.  In light of the fact that some of the cash payments to
TXI
appear to relate to capital expenditures or other non-operating
items, it remains unclear to us how including them in operating
cash
flows is appropriate and complies with SFAS 95.  Please advise.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Mindy Hooker, Staff Accountant, at (202)
551-
3732 or Anne McConnell, Senior Staff Accountant, at (202) 551-3709
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or Lesli Sheppard, Senior Staff Attorney, at (202)
551-3708 with any other questions.  Alternatively, you may contact
me
at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: 	Joe Dannenmaier, Esq. (via facsimile 214/880-3135)
      Thompson & Knight LLP
      1700 Pacific Avenue, Suite 3300
      Dallas, Texas 75201
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Fred Anderson
Chaparral Steel Co.
June 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

           DIVISION OF
CORPORATION FINANCE

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