March 2, 2020

Via E-mail
Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
425 Walnut St., Suite 1800
Cincinnati, OH 45202

       Re:    Continental Materials Corporation
              Schedule 13E-3 filed by Bee Street Holdings LLC
              Filed February 18, 2020, as amended February 27, 2020
              File No. 005-20723

              Schedule TO
              Filed February 18, 2020, as amended February 27, 2020
              Filed by Bee Street Holdings LLC
              File No. 005-20723

Dear Mr. McMahon:

        We have limited our review of the filing to those issues we have
addressed in our
comments. In some of our comments, we may ask you to provide us with
information so we may
better understand your disclosure.

       Please respond to this letter by amending your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Schedule 13E-3
Schedule TO

1.     We note that James G. Gidwitz, Ralph W. Gidwitz, Steven B. Gidwitz and
Scott Gidwitz
       are managers of Bee Street and directors of the company, in addition to
James Gidwitz
       being the company's CEO. Please include each person named above as a
filing person
       and provide all disclosure required for each as a filing person added as
a result of this
       comment. In addition, provide us your analysis as to whether Nancy
Gidwitz should be
       added as a filing person to the Schedule 13E-3. Note also that each
filing person must
       independently satisfy the filing, dissemination and disclosure
requirements of Schedule
       13E-3.
 Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 2

2.     On a related note, provide us your detailed legal analysis as to whether
each person
       named in comment 1 above should be a bidder in the tender offer. For
guidance, on the
       tender offer aspects, refer to Rule 14d-1(g)(2), which defines the term
"bidder" as "any
       person who makes a tender offer or on whose behalf a tender offer is
made," and Section
       II.D.2 of the Division of Corporation Finance's "Current Issues and
Rulemaking Projects
       Outline" (November 14, 2000; available on our web site at www.sec.gov).
Note also that
       each filing person must independently satisfy the filing, dissemination
and disclosure
       requirements of Schedule TO.

3.     Given that you re-filed the offer as a third-party tender offer, please
include disclosure
       responsive to Rule 14d-11.

Offer to Purchase

Summary Term Sheet, page 5

4.     Please refer to the penultimate question and answer on page 7. Please
revise the answer to
       clarify that the availability of withdrawal rights under the provisions
of Section 14(d)(5)
       of the Exchange Act does not depend on the expiration date of the offer,
as it appears you
       suggest.

Special Factors

Background of the Offer, page 14

5.     We note that the members of the Gidwitz family appear to have held a
substantial amount
       of the company's shares of common stock for several years and that on or
about February
       12, 2020 these persons considered the current transaction. Please
provide us with a
       detailed history of the filing of beneficial ownership reports by each
family member who
       forms part of Bee Street Holdings. In this respect, we note the Schedule
13D filed by Bee
       Street Holdings and its members on February 14, 2020 and two filings
made by James G.
       Gidwitz and two entities in 1996 and 1997 but are unable to find any
reports filed during
       the intervening years. We also note that the company's most recent proxy
statement
       includes disclosure of the Gidwitz family's holdings and which shows
that certain
       individual members of the family had beneficial ownership of more than
5% of the
       company's shares.

6.     We note that it appears that both Taft and Duff & Phelps were providing
advice to the
       company prior to 2020 and that these firms then became advisors to Bee
Street. Please
       revise your disclosure to describe how the company, Bee Street and the
advisors
       addressed the apparent conflict of interest arising out of these
relationships.
 Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 3

Purpose of and Reasons for the Offer, page 15

7.     Please quantify the cost reductions referenced in the third bullet point
of page 15.

The Position of Bee Street Regarding the Fairness of the Offer and Merger, page
17

8.     We note your reference in the first paragraph of a fairness
determination with respect to
       security holders who do not tender but we are unable to find disclosure
addressing those
       security holders. Please advise or revise.

9.     We note that Bee Street considered the analyses conducted by Duff &
Phelps for Bee
       Street. Note that if any filing person has based its fairness
determination on the analysis
       of factors undertaken by others, such person must expressly adopt this
analysis as their
       own in order to satisfy the disclosure obligation. See Question 20 of
Exchange Act
       Release No. 34-17719 (April 13, 1981). Please revise to state, if true,
that Bee Street
       adopted Duff & Phelps's analyses as its own.

10.    Please tell us whether you have disclosed the updated estimates from CMC
management
       referenced in the fourth bullet point on page 17. If so, please consider
including a cross-
       reference to where the estimates appear.

11.    Please revise the seventh bullet point on page 17 to disclose your basis
for the stated
       belief.

12.    Please tell us, with a view toward revised disclosure, whether Bee
Street considered the
       fairness of the going private transaction as it relates to the company's
net book value. See
       Instruction 2(iii) to Item 1014 of Regulation M-A.

Materials Provided by Financial Advisor to Bee Street, page 19

13.    Please tell us, with a view toward revised disclosure, the financial
information referenced
       in the second and third bullet point on page 20 is publicly available.
If not, please disclose
       it. Also, describe the "various other internal documents" referenced in
the fifth bullet
       point on page 20.

14.    Please provide the disclosure required by Item 1015(b)(4) of Regulation
M-A.

Financial Results and Projections, page 27

15.    We note that the estimated and projected financial information is
"highly summarized."
       Please disclose the projections in full.
 Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 4

Certain Effects of the Offer and Merger, page 31

16.    Please disclose the information required by Instruction 3 to Item 1013
of Regulation M-
       A.

The Offer

Conditions to the Offer, page 46

17.    We note that the offer is not currently financed and is subject to a
financing
       condition. Generally, when an offer is not financed, or when a bidder's
ability to obtain
       financing is uncertain, a material change will occur in the information
previously
       disclosed when the offer becomes fully financed. Under Rule 14d-3(b)(1),
a bidder is
       required to promptly file an amendment to its Schedule TO disclosing
this material
       change. Please confirm that the bidder will disseminate the disclosure
of this change in a
       manner reasonably calculated to inform security holders as required by
Rule 14d-4(d). In
       addition, please confirm that five business days will remain in the
offer following
       disclosure of the change or that the offer will be extended so that at
least five business
       days remain in the offer. Refer to Exchange Act Release Nos. 23421 (July
11, 1986 at
       footnote 70) and 24296 (April 3, 1987).

18.    We note the language in the last paragraph in this section that your
failure "at any time to
       exercise any of the foregoing rights shall not be deemed a waiver of any
such right..." If
       an event triggers a listed offer condition, and you determine to proceed
with the offer
       anyway, you have waived the offer condition. When an offer condition is
triggered by
       events that occur during the offer period and before the expiration of
the offer, you should
       inform security holders how you intend to proceed promptly, rather than
waiting until the
       end of the offer period, unless the condition is one where satisfaction
of the condition
       may be determined only upon expiration. Please confirm your
understanding
       supplementally.

19.    With respect to the same paragraph referenced immediately above, we note
that the
       disclosure suggests that once an offer condition is triggered, you must
decide whether or
       not to waive the condition. When a condition is triggered and you decide
to proceed with
       the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s).
       Depending on the materiality of the waived condition and the number of
days remaining
       in the offer, you may be required to extend the offer and recirculate
new disclosure to
       security holders. You may not, as this language seems to imply, simply
fail to assert a
       triggered offer condition and thus effectively waive it without
officially doing so. Please
       confirm your understanding supplementally.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 5

       Please direct any questions to me at (202) 551-3619.

                                                          Sincerely,

                                                          /s/ Daniel F.
Duchovny
                                                          Daniel F. Duchovny
                                                          Special Counsel
                                                          Office of Mergers and
Acquisitions