SecProbe.io

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<TYPE>LETTER
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September 12, 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 3 to Registration Statement on Form
S-4
	Filed September 12, 2005
File No. 333-125251

Dear Mr. Heroux:

	We reviewed the filing and have the comment below.

Recent Developments, page 2

1. Expand the disclosure to address these items:

* The amount outstanding under the credit facility as of the most
recent date practicable.

* Your ability to repay the amount outstanding under the credit
facility if it becomes due and payable immediately.

* Identify and specify the collateral securing the credit
facility,
and discuss the impact on your operations if the lenders proceed
against the collateral.

* Identify and describe the other material agreements that could
result in defaults if there is an event of default under the
credit
facility.

* The implications of default for accounting purposes, that is,
current versus long term classification.

Closing

	File an amendment to the S-4 in response to the comment.  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 the comment is inappropriate, provide
the
basis in the letter.  We may have additional comments after review
of
the amendment, the responses to the comment, 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 12, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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