SecProbe.io

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MAIL STOP 3561

								October 20, 2005

Jonathan J. Ledecky
President
Endeavor Acquisition Corp.
180 Madison Avenue, Suite 2305
New York, New York 10016

RE:	Endeavor Acquisition Corp.
	Registration Statement on Form S-1
	Filed September 20, 2005
      File No. 333-128440

Dear Mr. Ledecky:

      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 or may not 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 on 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 the effectiveness of this registration statement,
provide
the staff with a copy of the letter from the NASD that it has no
objection regarding the underwriters compensation arrangements.

2. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  We may have further comment.

Prospectus Summary, page 1
3. Clarify that the "Current Report on Form 8-K..." will be filed
with the Securities & Exchange Commission and whether it will be
distributed to unit holders.

Risk Factors, page 8
4. Please move your risk factor 26 discussion to the forefront of
the
risk discussion.  Please also clearly state in the risk factor
subheading that your independent auditor has issued a going
concern
opinion.
5. Please revise your first paragraph to indicate that you discuss
all material risk in this section.
6. In risk six you state that Ledecky and Watson have "severally
agreed that they will be personally liable to ensure that the
proceeds in the trust account are not reduced by the claims of
target
businesses or vendors or other entities that are owed money by us
. .
.." Please clarify that this agreement is in writing and file it
as
an exhibit.
7. Please revise risk factor 11 to clarify whether Mr. Ledecky
currently has contractual or fiduciary obligations that require
him
to present business opportunities to other entities.
8. The 16th risk factor appears to duplicate the fifth and it
should
be deleted.
9. The 18th risk factor does not appear to be a material risk in
this
case where all officers and directors will beneficially own only
20%
of the outstanding shares after the offering.
10. Revise the 27th risk factor, including its heading,  to simply
state that there is no trading market for these shares.

Use of Proceeds, page 20
11. Please clarify, in footnote 1, the amount of offering expenses
already paid from the funds received from Mr. Ledecky and Mr.
Watson.
12. We note that you may enter "no-shop" agreements with
prospective
target companies.  In such a case, please explain how ongoing
expenses will be satisfied and include appropriate line item
disclosure identifying such use.  In addition, to the extent the
funds not held in trust could be used for such purpose, the
summary
and risk factor disclosure should make clear that in the event of
a
breach by the company, these funds would be forfeited, the company
would no longer be able to conduct due diligence or other similar
operations without additional financing, and that without
additional
financing, holders could lose on their investment in the units.
13. You state, "the proceeds held in the trust account which are
not
used to consummate a business combination will be disbursed to the
combined company and will, along with any other net proceeds not
expended, be used as working capital to finance the operations of
the
target business."  Please discuss all possible material uses of
the
proceeds held in trust if such funds are released to the company.
14. Indicate the precise nature of the affiliation of Ironbound
Partners Fund LLC and Jonathan Ledecky on page 21.
15. It is not clear where the $225,000 of advances due Messrs.
Ledecky and Watson to be repaid from proceeds appear in the table.

Management, page 37
16. The business experience of each management member should
include
for each position held:  the name and responsibilities of each
position, the business of the entity, and the beginning (and
ending)
date of each position by month and year.  Please revise.
17. It appears to us that Mr. Watson and Mr. Ledecky were also
officers and/or directors of McCollam Printers Limited.  If so,
please disclose.  Please also clarify the affiliation between Blue
Star Group, McCollam Printers Limited, and U.S. Office Products.
18. Please provide a more detailed account of the section 10(b)
violation by Mr. Watson, including a more detailed explanation of
the
conduct leading to the violation, the time period, the profits Mr.
Watson made, as well as sanctions imposed by the SEC.
19. Please advise whether and how Kerry Kennedy is affiliated with
Global Development and Environmental Resources.
20. Please add a separate subsection hereunder to discuss the
prior
or current involvement of officers, directors or their affiliates
in
other blank check companies.  Include the name of the companies,
whether registered under the federal securities acts, the relevant
dates, whether  an acquisition has been consummated or is pending
and
the name of the targets.
21. Add the following to the various descriptions of the
bankruptcies
on page 38:  the name of the courts and jurisdictions, the dates
of
filing and emergence, the exact beginning and ending dates of the
relevant persons` association with the bankrupt entity.
Principal Stockholders, page 41
22. We note that after this offering is completed and within the
first 90-day period after separate trading of the warrants has
commenced, executive officers or certain of their affiliates or
designees will collectively purchase up to 10,000,000 warrants in
the
public marketplace. Please address the applicability or
inapplicability of Regulation M in the context of the warrant
purchase agreements discussed in this section.  We may have
further
comments.

Certain Transactions, page 43

23. We note that Jeff Gallant is the sole incorporator of Endeavor
Acquisition Corp.  It appears to us that Mr. Gallant and/or
Graubard
Miller would be a promoter.  Please disclose the information
required
by Item 404(d) of Regulation S-B.

Underwriting, page 49
24. Please advise whether Ladenburg Thalmann or Broadband Capital
Management, or any members of the underwriting syndicate will
engage
in any electronic offer, sale or distribution of the shares and
describe their procedures.  If you become aware of any additional
members of the underwriting syndicate that may engage in
electronic
offers, sales or distributions after you respond to this comment,
promptly supplement your response to identify those members and
provide us with a description of their procedures.  Briefly
describe
any electronic distribution in the filing, and confirm, if true,
that
the procedures you will follow with respect to any electronic
distribution will be consistent with those previously described to
and cleared by the Office of Chief Counsel.
25. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.
26. Please advise us whether the company or the underwriters
intend
to conduct a directed share program in conjunction with this
offering.

Financial Statements

Notes to Financial Statements

Note 2. Proposed Offering, F-8
27. We note your disclosure of a volatility assumption of 42.875%
here and on page 26.  Please tell us how you determined the
volatility factor and how it provides a reasonable volatility
estimate for your company.  We may have additional comments after
reviewing your response.

Note 5. Commitments, F-9
28. Please disclose in a note to the financial statements the
commitment to pay Ladenburg Thalmann a commission equal to 5% of
the
exercise price for each warrant exercised during the period ending
one year after the date of the prospectus if the exercise was
solicited by the underwriters as disclosed on page 52.

Closing Comments

      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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551- 3872 if you have questions regarding comments on the
financial statements and related matters. Questions on other
disclosure issues may be directed to H. Yuna Peng at (202) 551-
3391,
or Donald Rinehart, who supervised the review of your filing, at
(202) 551-3235.

      Sincerely,

John Reynolds
Assistant Director

cc: 	David Alan Miller, Esq. (by facsimile)
      	212-818-8881
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David Alan Miller
Endeavor Acquisition Corp.
October 20, 2005
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