December 1, 2005


By facsimile to (312) 258-5600 and U.S. Mail


Mr. Robert R. Buck
President and Chief Executive Officer
Beacon Roofing Supply, Inc.
1 Lakeland Park Drive
Peabody, MA 01960

Re:	Beacon Roofing Supply, Inc.
	Pre-effective Amendment 1 to Registration Statement on Form
S-3
	Filed November 18, 2005
File No. 333-128919

Dear Mr. Buck:

	We reviewed the filing and have the comments below.

Underwriting, page 66

1. We note the response to prior comments 26 and 27.  While the
securities offering reform provisions in Release 33-8591 do give
greater flexibility for communications by issuers and offering
participants, these reforms do not change our position for many
other
aspects of electronic offerings.  For instance, the reform
provisions
do not affect the manner of conducting the sale or the payment of
the
purchase price.  Thus, we reissue comments 26 and 27.

Exhibit 5.1

2. The legality opinion states in the fourth paragraph that the
secondary shares "will be" validly issued, fully paid, and
nonassessable.  Since some of the shares are issued already,
please
revise.

3. In the penultimate paragraph, remove the words reflecting that
the
opinion is as of the date written above.  Alternatively, refile an
opinion on the day that you want the registration statement
declared
effective.

Closing

	File an amendment to the S-3 in response to the comments.  To
expedite our review, Beacon 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 Beacon
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of the amendment, the responses to the comments, 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 Beacon 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 Beacon requests acceleration of the registration
statement`s
effectiveness, Beacon 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 Beacon from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.

* Beacon may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceeding
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 Beacon provides 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 Tracey L.
Houser, Staff Accountant, at (202) 551-3736 or Alfred P. Pavot,
Jr.,
Staff Accountant, at (202) 551-3738.  You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or Christopher B. Edwards, Special
Counsel, at (202) 551-3742.

Very truly yours,





Pamela A. Long

Assistant Director

cc:	David S. McCarthy, Esq.
	SchiffHardin LLP
	6600 Sears Tower
	Chicago, IL 60606

	Leland Hutchinson, Esq.
	Winston & Straw LLP
	35 West Wacker Drive
	Chicago, IL 60601



Mr. Robert R. Buck
December 1, 2005
Page 1








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

         DIVISION OF
CORPORATION FINANCE