SecProbe.io

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September 8, 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.
	Pre-effective Amendment 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.

Critical Accounting Policies, page 48
1. We have reviewed your response to prior comment 2 in your
letter
dated September 7, 2005.  We have the additional comments.

   Goodwill:

We note your disclosure on page 48 which indicates that you have
discrete financial information for the three components of your
bathroom segment, namely, Canada, the United States and Europe.
Please clarify whether these components meet the definition of an
operating segment as defined by paragraph 10 of SFAS 131.  Also,
please provide us with a representative copy of the reports
received
by your chief operating decision maker on a regular basis.

   Intangible Assets:

* Based on your current disclosure on page 67 relating to your
distribution network and your disclosure on page 50 related to
your
ERPS, the weighted average useful lives of 24.5 years and 15
years,
respectively, still appear high.  Given the significance of these
judgments, please provide for readers a sensitivity analysis such
that a reader would understand the impact of a 5-year change in
useful life for both the distribution network and the ERPS.
* It is unclear to us why you have removed the sentence "Our
relationship with our top U.S. customers average over 15 years,
and
these customers represent approximately 48% of our U.S. sales
annually."  as provided in your changed pages dated September 7,
2005.  Please retain this sentence.

Note 9 - Income Taxes, page F-32
2. We have reviewed your response to prior comment 4 in your
letter
dated September 7, 2005.  We have the following additional
comments.

* It is unclear what you meant by your disclosure on page 50.1 as
provided in your changed pages dated September 7, 2005: "In
addition,
such provision was recognized on the basis that it is more likely
than not that a portion of certain new non-capital losses will be
disallowed.  However, we have subsequently determined that the
foregoing should have been classified as a permanent difference.
The
comparative figures to our consolidated financial statements for
the
fiscal year ending February 28, 2006 will be reclassified to
reflect
this misclassification.  Such reclassification will have no impact
on
our net earnings."  Notwithstanding the fact that this disclosure
has
subsequently been deleted, please help us to understand the nature
of
this disclosure.  Address the need to currently make this
reclassification.
* We note your revised reconciliation on page F-41.  Please
discuss
in Management`s Discussion and Analysis what the line items
"effect
of the corporate financing structure" and "change in tax rate
related
to foreign income and other differences" represents and how and
why
they impact your effective income tax expense for each period
presented.

MAAX Corporation Senior Secured Credit Facility, page 59

3. We note your revised disclosures provided in the last paragraph
under this heading.  This information is of such significance we
believe that it should be provided in a Recent Developments
section
in the front part of your filing.  We also have the following
comments regarding this disclosure.

* You indicate that "it is possible that MAAX Corporation will not
satisfy the total leverage ratio test currently set forth in MAAX
Corporation`s senior secured credit facility for the second
quarter
ended August 31, 2005."  Given that your second quarter has ended,
please affirmatively disclose whether or not you violated this
financial covenant.
* Disclose whether this is an event of default under the facility.
* Disclose the current status of your negotiations with your
lenders
with regard to obtaining an amendment with respect to the required
total leverage ratio.
* Disclose the impact of not obtaining an amendment to the
agreement
on commercially viable terms.
* Provide a Risk Factor fully discussing the risks to your
business
that may result from this significant event.

Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, MAAX may wish to provide us three 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 MAAX
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of 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 our comments or the declaration of the
registration statement`s effectiveness 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
September 8, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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