July 11, 2005

Mail Stop 7010

By U.S. mail and facsimile to (951) 940-0427

Mr. David M. Buckley
Chief Executive Officer
Modtech Holdings, Inc.
2830 Barrett Avenue
Perris, CA  92571

	RE:  	Modtech Holdings, Inc.
		Form 8-K Item 4.01
		Filed April 15, 2005
		File No. 000-25161
		Form 8-K/A Item 4.01
		Filed June 28, 2005
		File No. 000-25161

Dear Mr. Buckley:

We have reviewed your filings and have the following comments.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable.  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
number
listed at the end of this letter.


1. Amend your Form to indicate whether the audit committee of
the
board of directors recommended or approved the decision to
change
accountants.  Refer to Item 304(a)(1)(iii) of Regulation S-K.



2. To the extent that you make changes to the Form 8-K to comply
with our comments, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the
accountant
agrees with the statements made in your revised Form 8-K.

3. We have noted the three acknowledgements in your letter
prepared
by your outside counsel dated July 8, 2005.  However, these
acknowledgements need to be signed by the Company.


*  *  *  *  *

We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require.  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 filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff 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.

Please file your supplemental response via EDGAR in response to
these comments within 5 business days of the date of this
letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies
of
each amended filing to expedite our review.  Direct any
questions
regarding the above to the undersigned at (202) 551-3739.

								Sincerely,



								Ryan Rohn
								Staff Accountant
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Mr. David M. Buckley
Modtech Holdings, Inc.
July 11, 2005
Page 1 of 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE