SecProbe.io

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August 31, 2005

By facsimile to (212) 836-8689 and U.S. Mail

Mr. Andre Heroux
President and Chief Executive Officer
MAAX Holdings, Inc.
9224 73rd Avenue North
Brooklyn Park, MN 55428

Re:	MAAX Holdings, Inc.
	Amendment No. 2 to Registration Statement on Form S-4
	Filed August 22, 2005
File No. 333-125251

Dear Mr. Heroux:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

Ratio of Earnings to Fixed Charges, page 13

1. We have read your revised disclosures provided in response to
prior comment 1 in our letter dated July 29, 2005.  Please
reconcile
your textual disclosures which indicate that you had a $7.1
million
deficiency for 270-day period ended February 28, 2005 to your
tabular
disclosure which indicates your ratio for that period was 1.0x.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 47

Critical Accounting Policies, page 48

2. We note your revised disclosures provided in response to prior
comment 4 and have the following additional comments.

		Goodwill

* Please tell us how you identified each component within your
bathroom and spa segments. Tell us how you determined it was
appropriate to aggregate the components of the bathroom and spa
segments.  Specifically address how you determined that the
components within these two reporting units are economically
similar.
Refer to EITF Topic D-101: Clarification of Reporting Unit
Guidance
in Paragraph 30 of FASB Statement No. 142.  Expand your
disclosures
to identify the components you have aggregated in your bathroom
and
spa segments.

* You indicate that "Goodwill acquired in the June 2004
Transactions
was allocated entirely to the bathroom segment since he fair
values
of the kitchen and spas segments...showed that they were equal  to
the amounts allocated to the tangible and intangible assets
acquired
and liabilities assumed.  You then state, "The value attributed to
goodwill for the bathroom..."  Based on this disclosure, it is
unclear to us whether the fair value of the bathroom segment as
calculated using the discounted cash flow method supports the
allocation of the entire amount of goodwill acquired in the June
Transaction.  Please revise your disclosures accordingly.

* You indicate that "The discounted cash flows of the kitchen and
spas segments were negatively impacted because they were
considered
non-core businesses in our strategy after the consummation of the
June 2004 Transaction."  Expand Management`s Discussion and
Analysis
to fully discuss your plans with regard to your kitchen and spas
segments.  Clarify what you mean by non-core businesses.
Specifically address whether management intends to allocate
resources
to these segments and how your designation of these segments as
non-
core businesses will impact their future operating results.

Intangible Assets

* You indicate in your revised disclosures that no value was
allocated to the intangible assets such as brand names and multi-
channel distribution network associated with your kitchen and spa
segments because they do not have leading brand names that
outperform
others or that could generate a premium profit related to a brand
name.  As previously requested, reconcile this belief with your
disclosures on pages 64 and 66 which address Kitchen Cabinetry and
Spa brands as "key" and your discussion under multi-channel
distribution network that "by offering a differentiated set of
products in each distribution channel, we enable our customers to
enjoy higher margins since their customers cannot readily compare
products across channels."

* You indicate that in determining the weighted average useful
life
of 24.5 years for your distribution network management relied on
the
historical average client relationship of your major customers.
Reconcile the 24.5 years weighted average life to your disclosure
at
the bottom of page 66 which indicates that you have an average
relationship of a decade with your top ten customers.  Tell us how
much revenue your top 10 customers represent and why the average
lives of these relationships would not be more indicative of the
weighted average useful life of your distribution network.

* You indicate that the 15 year useful life for the Enterprise
Resources Planning System, or ERPS, is based on the fact that the
costs incurred in the implementation of this system represent the
base on which future modules and upgrades will be built and that
this
base will remain useful even in the event of future upgrades to
the
current software.  This disclosure does not provide sufficient
evidence to support its fifteen year useful life.  Your evidence
must
overcome the presumption set forth in paragraph 37 of SOP 98-1
which
states "Given the history of rapid changes in technology, software
often has had a relatively short useful life."

* You indicate that ERPS is undergoing implementation throughout
the
bathroom sector of your company.  Confirm that ERPS has not been
or
will not be implemented throughout the kitchen or bathroom
segments.
Otherwise, address why this intangible asset is included with
these
segments as well.

Controls and Procedures, page 62

3. Your statement that "Our disclosure controls and procedures are
designed to ensure that information required to be disclosed is
accumulated and communicated to allow timely decisions regarding
required disclosure, and that information required to be disclosed
is
recorded, processed, summarized and reported as and when
required."
continues to refer to an incomplete definition of disclosure
controls
and procedures under Rules 13a-15(e) and 15d-15(e).  Please revise
your disclosures accordingly.

9.  Income Taxes, page F-40

4. We have read your revised disclosures provided in response to
prior comment 12 in our letter dated July 29, 2005.  We have the
following comments regarding your reconciliation as shown on page
F-
41:

* As previously requested, please provide clarifying disclosure as
to
what the line item "change in tax rate related to foreign income
and
other differences" represents, both for the fiscal year ended
February 29, 2004 and the 270-day period ended February 28, 2005.
While your revised disclosures delineate more reconciling items,
they
do not fully address our concern as to what comprises this
significant component of your tax expense.

* Given the significant impact the changes in your valuation
allowance have had on your income taxes, expand your disclosures
within MD&A or Critical Accounting Policies to address the
negative
evidence you identified in your determination that it was more
likely
than not that a portion of your deferred tax assets related to
your
operating losses carried forward on your Canadian and European
subsidiaries are not realizable.   Please explain to us how you
have
determined that operating losses carried forward on your Canadian
and
European subsidiaries are less likely than not to be realized for
periods mentioned above.  Refer to paragraph 20 of SFAS 109.
Also,
please quantify the assets at risk.  Please provide these
clarifying
disclosures in the note as well.

* Disclose the (a) the amounts and expiration dates of operating
loss
and tax credit carryforwards for tax purposes and (b) any portion
of
the valuation allowance for deferred tax assets for which
subsequently recognized tax benefits will be allocated to reduce
goodwill or other noncurrent intangible assets of an acquired
entity
or directly to contributed capital.  Refer to paragraph 48 of SFAS
109.

* Disclose why it was necessary to revise the components that
impacted your reconciliation of your statutory rates to your
effective tax rates.

10.  Capital Stock, page F-43

5. We have read your response to prior comment 13 in our letter
dated
July 29, 2005 as well as your revised disclosures on page F-43:

* It is unclear to us why you believe paragraph 37 of SFAS 123 is
the
appropriate authoritative literature for this transaction.  In
this
regard, you indicate that the option to participate in the
redemption
was made to all stockholders but that most of management chose not
to
participate in the redemption.  Paragraph 37 of SFAS 123 relates
to
the repurchase of equity instruments issued to employees.

* Based on your disclosure that the cash consideration represented
the estimated fair value of the shares at that time as determined
by
the Board of Directors, it is unclear to us why you refer to a
"premium paid on redemption of common shares" within your
Consolidated Statement of Stockholders` Equity and why such amount
is
reflected as an adjustment to retained earnings.  Such reference
implies a purchase of treasury shares in excess of market.  Refer
to
TB 85-6.

* Expand your disclosure herein or within your critical accounting
policies to provide a comprehensive discussion of the significant
factors and assumptions underlying your valuation method to
estimate
the fair value of your common stock.   Specifically address what
underlying assumptions were modified such that the deemed fair
value
of your common stock went from $16.56 as of June 2004 to $20.24 as
of
December 10, 2004.

Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, you may wish to provide us with marked
courtesy
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If you believe that
compliance with any of the comments is inappropriate, provide the
basis for your position in your response.  We may have additional
comments after we review the amendment, the responses to the
comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since MAAX and its management are in
possession
of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of
the
disclosures that they have made.

      If MAAX requests acceleration of the registration
statement`s
effectiveness, MAAX should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve MAAX from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.

* MAAX may not assert the action of the Commission or the staff
acting by delegated authority in declaring the registration
statement
effective as a defense in any proceedings initiated by the
Commission
or any person under the United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that MAAX provide us in our review of the registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Jenn Do,
Staff Accountant, at (202) 551-3743 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 551-3691.  You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3760.

Very truly yours,

Pamela A. Long

Assistant Director

cc:	Stephen C. Koval, Esq.
	Kaye Scholer LLP
	425 Park Avenue
	New York, NY 10022

Mr. Andre Heroux
August 31, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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