SecProbe.io

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	September 30, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (602) 423-9424

Mr. Robert E. Crawford, Jr.
Vice President and General Counsel
Chaparral Steel Company
300 Ward Road
Midlothian, Texas 76065

Re: 	Chaparral Steel Company
Registration Statement on Form S-4
      Filed on September 13, 2005
File No.:  333-128300

Dear Mr. Crawford:

      We have limited our review of your filing to those issues we
have addressed in our 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.

General
1. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993) and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters.  Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.
2. Please confirm supplementally that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.  In
addition, as currently represented, the offer could be open for
less
than twenty 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 8 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).

Cover page
3. Please include a reference to the guarantees on your cover
page,
as these are also securities offered by this prospectus.  Please
also
state that the guarantees are full and unconditional and are joint
and several.

The Exchange Offer, page 64
Terms of the Exchange Offer; Acceptance of Tendered Notes
4. We note disclosure on page 64 indicating that the exchange
agent
will return any improperly tendered notes "as promptly as
practicable
following the expiration of the exchange offer."  Please note that
Rule 14e-1(c) requires that you issue the exchange notes or return
the initial notes "promptly" upon expiration or termination of the
offer, as applicable.  Please revise here and throughout the
document, as necessary.

Expiration Date; Extensions; Amendment, page 65
5. Please advise us as to how oral notice of any extension is
reasonably calculated to reach registered holders of outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).
6. You reserve the right to delay acceptance of any tendered
notes.
Clarify in what circumstances you will delay acceptance and
confirm
that any such delay will be consistent with Rule 14e-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.

Conditions to the Exchange, page 69
7. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language accordingly.
Description of the Exchange Notes, page 72
8. Please revise the language here and on page 99 with respect to
the
registration rights agreement that the documents, and not the
prospectus disclosure, define a holder`s rights.  Note holders are
entitled to rely on the information you include in your prospectus
under the federal securities laws.

Transmittal Letter

9. We note your disclosure on page 12 of the Letter of Transmittal
that your "interpretation of the terms and conditions of the
exchange
offer will be final and binding on all parties."  In the absence
of
any objective criteria, such as a standard of reasonableness,
satisfaction of the offer conditions in the sole discretion of the
bidder is the equivalent of a waiver of the offer condition.
Please
revise to include the objective standard for the determination of
whether a condition has been satisfied that you use elsewhere.

Legality Opinion, Exhibit 5.1

10. You define Indenture, but not Notation of Guarantee.  Since
the
guarantees are registered securities that are also the subject of
this opinion, please revise to clearly define what you mean by
this
term.
11. The qualifications set forth in paragraph A include counsel`s
assumption that the Exchange Notes and Notation of Guarantees have
been duly executed and delivered by the company and the
guarantors.
Please remove these assumptions.
12. Please remove the statement in paragraph B that you have based
your opinion exclusively on a reading of the Delaware General
Corporation Law without taking into account any legislative,
administrative or judicial interpretations thereof.  We share the
generally accepted propositions that all lawyers are deemed
capable
of opining on Delaware law and that references to the Delaware
General Corporation Law include the statutory provisions as well
as
the applicable provisions of the Delaware Constitution and
reported
judicial decisions.  In addition to removing the limiting language
from the opinion, please have counsel confirm in writing filed
supplementally on EDGAR that the reference to the Delaware General
Corporation Law includes applicable provisions of Delaware`s
constitution and judicial decisions.  Please see the Division`s
Current Issues Outline dated November 14, 2000, Section VIII.A.14
for
additional guidance.
13. Please remove the qualifications in paragraphs C(2) thru C(8)
of
the opinion.

      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.
      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 Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date

	Please contact Errol Sanderson, Financial Analyst, at (202)
551-
3746 with any questions.  Alternatively, you may contact me at
(202)
551-3765.

Sincerely,

Pamela A. Long
Assistant Director

cc:	David  E. Morrison, Esq. (via facsimile )
Fulbright & Jaworski L. L .P
2200 Ross Avenue, Suite 2800
Dallas, Texas75201

Robert E. Crawford, Jr.
Chaparral Steel Company
September 30, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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