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SEC Letter

 GOODMAN GLOBAL HOLDINGS, INC.

 2550 North Loop West, Suite 400

 Houston, Texas 77092

 November 22, 2005

 CONFIDENTIAL

 U.S. Securities and Exchange Commission

 100 F Street, NE.

 Washington, D.C. 20549

Re:
Goodman Global Holdings, Inc. Amendment No. 1 to the Registration Statement on Form S-4 with respect to $400,000,000 Principal Amount of 7 7/8% Series B Senior Subordinated Notes due 2012 and $250,000,000 Principal Amount of Series B Senior Floating Rate
Notes due 2012

 Ladies and Gentlemen:

 In connection with the above-referenced Amendment No. 1 to the
Registration Statement (the “Registration Statement”) filed by Goodman Global Holdings, Inc. (the “Issuer”) relating to a proposed offer (the “Exchange Offer”) by the Issuer to exchange up to $400,000,000 aggregate
principal amount of the Issuer’s 7 7/8% Series B Senior Subordinated Notes due 2012 (the “Fixed Rate
Exchange Notes”) for up to $400,000,000 aggregate principal amount of the Issuer’s 7 7/8% Series A
Senior Subordinated Notes due 2012 (the “Outstanding Fixed Rate Notes”) and up to $250,000,000 aggregate principal amount of the Issuer’s Series B Senior Floating Rate Notes due 2012 (the “Senior Floating Rate Exchange
Notes” and, together with the Fixed Rate Exchange Notes, the “Exchange Notes”) for up to $250,000,0000 aggregate principal amount of the Issuer’s Series A Senior Floating Rate Notes due 2012 (the “Outstanding Floating Rate
Notes” and, together with the Outstanding Fixed Rate Notes, the “Outstanding Notes”), I am writing to advise you supplementally that:

(i)
the Issuer is registering the Exchange Offer in reliance on the position of the staff of the Commission (the “Staff”) enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and Morgan Stanley & Co. Inc. (available June 5, 1991);

(ii)
the Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Issuer’s information and belief, each
person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange
Offer;

(iii)
the Issuer will make each person participating in the Exchange Offer aware, through the prospectus forming a part of the Registration Statement (the “Prospectus”), that
—

(A)
any broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (x) could not rely on the Staff position enunciated in Exxon
Capital Holdings Corporation (available May 13, 1988) or similar letters and (y) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) in connection with a
secondary resale transaction, and

(B)
any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in
exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes;

(iv)
the Issuer acknowledges that any secondary resale transaction, as described in clause (iii)(A) above, should be covered by an effective registration statement containing the selling
noteholder information required by Item 507 of Regulation S-K;

(v)
the Issuer will include in the transmittal letter to be executed by each tendering noteholder that elects to participate in the Exchange Offer a representation from such tendering
noteholder to the Issuer that —

(A)
the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of such Outstanding Notes or interests therein (“Beneficial
Owner(s)”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in the ordinary course of business of the holder and any Beneficial Owner(s),

(B)
the holder and each Beneficial Owner are not engaging, do not intend to engage, and have no arrangement or understanding with any person to participate, in the distribution of the
Exchange Notes,

(C)
the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is
participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange
Notes or interests therein acquired by such person and cannot rely on the position of the Staff set forth in certain no-action letters,

(D)
the holder and each Beneficial Owner understands that a secondary resale transaction described in clause (v)(C) above and any resales of the Exchange Notes or interests therein
obtained by such holder in exchange for the Outstanding Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission,

(E)
neither the holder nor any Beneficial Owner(s) is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, and

(F)
in the event such holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account pursuant to the Exchange Offer,
the Outstanding Notes tendered in the Exchange Offer were acquired by such broker-dealer as a result of market-making activities or other trading activities, and such holder acknowledges that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities
Act;

(vi)
the Issuer will commence the Exchange Offer when the Registration Statement is declared effective by the Commission;

(vii)
the Exchange Offer will remain in effect for a limited time and, except with respect to broker-dealers who tender in the Exchange Offer for whom the Company will keep the
registration statement effective for 135 days, will not require the Issuer to maintain an “evergreen” registration statement; and

(viii)
the Exchange Offer will be conducted by the Issuer in compliance with the Securities Exchange Act of 1934, and any applicable rules and regulations thereunder.

 Very truly yours,

 GOODMAN GLOBAL HOLDINGS, INC.

By:

 /s/ Charles A. Carroll

 Name:

 Charles A. Carroll

 Title:

President, Chief Executive Officer and Director