January 6, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. John M. Palumbo
Chief Financial Officer
700 East Bonita Avenue
Pomona, California 91767

Re:	Keystone Automotive Industries, Inc.
	Form 10-K for the year ended April 1, 2005
	Forms 10-QSB for the periods ended July 1, 2005 and September
30, 2005
	Commission file #: 000-28568

Dear Mr. Palumbo:

We have reviewed the above referenced 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended April 1, 2005

Item 1. Business

1. We note from your disclosure on page 8 that you have completed
the
installation of your enterprise-wide management information system
and that it was an extremely costly and time-consuming process.
In
this regard, supplementally tell us, and disclose in the notes to
the
financial statements in future filings, how you have accounted for
the costs incurred to develop the software and how you have
followed
the guidance in SOP 98-1.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
 - Lease Accounting Charge
Note 13. Quarterly Results of Operations (Unaudited)

2. We note that you have recorded a $1.2 million adjustment in the
fourth quarter of 2005 due to the fact that you had not been
recording rent expense on various operating leases in accordance
with
SFAS No. 13.  Please tell us why you believe it is appropriate to
record the entire $1.2 million adjustment in the fourth quarter of
fiscal 2005 when you state that $.9 million relates to fiscal
years
prior to 2005 and $.3 million relates to fiscal year 2005.  If you
believe that the amount would not be material to any prior period,
including each of the four quarters during 2005, please revise
your
disclosure to specifically state your conclusion on materiality.

Additionally, we do not believe that your disclosure of the
correction of your accounting for leases is presented with
appropriate prominence.  Please revise to include a disclosure in
Note 1 to address this correction and describe your current
accounting policies and procedures for accounting for leases.
Also,
revise your MD&A section to include the following:
* Material lease agreements or arrangements.
* The essential provisions of material leases, including the
original
term, renewal periods, reasonably assured rent escalations, rent
holidays, contingent rent, rent concessions, leasehold improvement
incentives, and unusual provisions or conditions.
* The accounting policies for leases, including the treatment of
each
of the above components of lease agreements.
* The basis on which contingent rental payments are determined
with
specificity, not generality.
* The amortization period of material leasehold improvements made
either at the inception of the lease or during the lease term, and
how the amortization period relates to the initial lease term.
See February 7, 2005 letter from SEC Chief Accountant Don
Nicholaisen
to Robert J. Keuppers, Chairman of the AICPA Center for Public
Company Audit Firms.


MD&A - Critical Accounting Policies, page 14

3. We note that you consider the accounting for your medical,
workers` compensation and vehicle insurance programs to be a
critical
accounting estimate as you self-insure losses up to a large
deductible limit and maintain reserves for incurred, but not
reported, losses.  In future filings, please include a disclosure
in
the notes to your financial statements discussing the nature of
the
programs that you self-insure and your accounting policies for
these
insurance programs.  Also, expand Schedule II (Valuation and
Qualifying Accounts) to include the changes in the reserves
related
to your self insurance deductibles.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

4. We note from your statements of stockholders` equity that
during
fiscal year 2005 that you had a significant amount of other
comprehensive income related to foreign exchange rates.  In future
filings, please revise your disclosure in Item 7A to provide
quantitative information about all your foreign currency exchange
rate risk, including transactions with Canada and Mexico, as
applicable, using one of the three alternatives set forth in Item
305
of Regulation S-K.

Financial Statements

Consolidated Statements of Income, page 24

5. Please explain to us and include in future filings, the
components
of the amounts included in "other income" for the years ended
April
1, 2005, March 26, 2004 and March 28, 2003.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies, page 27

6. We note from page 4 of the Business section that you offer a
warranty program in which you generally warrant your products
against
defects in material and workmanship.  Please tell us if this
warranty
program is given to all customers or if it has to be separately
purchased by the customer, and whether you have established a
warranty accrual.  Additionally, in future filings, please add a
disclosure to Note 1 describing the nature of your warranty
program
and your accounting policy for warranties.

Form 10-Q for the quarter ended September 30, 2005

Note 5. Acquisitions

7. We note your disclosure that in October 2005 you acquired
substantially all the assets of Veng USA, LLC, an entity whose
revenues were $37.1 million for the 12 months ended August 31,
2005.
In this regard, you were required to file a Form 8-K that included
the information required by Item 2.01 of Form 8-K within four
business days after occurrence of the acquisition unless the
information required by Form 8-K was previously reported.  Based
on
the significance of the acquisition, please ensure that you file
audited financial statements of the business acquired and related
pro
forma financial information on Form 8-K not later that 71 calendar
days after the date that the initial report on Form 8-K was
required
to be filed.  See Items 2.01 and 9.01 of Form 8-K.


* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
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.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in response to
our comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or Kathy Mathis at
202-551-3383 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. John M. Palumbo
Keystone Automotive Industries, Inc.
January 6, 2006
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