March 8, 2005


Mail Stop 0510

Via U.S. mail and facsimile

Mr. Todd R. Moore
Vice President and General Counsel
NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, TX 77064

Re: 	NCI Building Systems, Inc.
Form S-3/A filed March 3, 2005
File No. 333-122457

Dear Mr. Moore:

      We have reviewed your response and your amended 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Selling Security Holders, page 57

1. We reissue our prior comment 1.  In general, the information
required by Item 507 is material information that is required to
be
included in the registration statement prior to effectiveness.
Investors have a right to know who is selling in the offering
since
the identity of the selling security holders may be material to an
investment decision.  A change in Division policy allowed
registration statements to go effective prior to identifying all
of
the selling security holders on the condition that a post-
effective
amendment is filed to add selling security holders that become
known
after the registration statement has gone effective.  This is the
current position of the Division on this issue.

The phone interpretations referenced in your response were
published
prior to the Division`s decision to allow a registration statement
to
be declared effective without all of the selling security holders
being known.  In fact, phone interpretation I.61 relates to
security
holders that received their securities as a donee.  The "addition"
of
selling security holders as referenced in the phone interpretation
refers to those who received their shares from a donor after the
registration statement was declared effective.  This phone
interpretation is not intended to apply to the current situation.

Exhibit 5.1

2. We reissue our prior comment 2.  Because the Rights are
contractual obligations issued pursuant to the Rights Agreement,
counsel must opine that the Rights are the legal, binding
obligation
of your company.  Counsel must also opine that the Rights are
"binding obligations" under the state contract law governing the
Rights Agreement.

3. We note the qualifications set forth in the second to last
paragraph on page two of the legality opinion.  Counsel may not
limit
its opinion in this manner.  Please revise accordingly.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in your registration statement 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

	the company is responsible for the adequacy and accuracy of
the
disclosure in its filing;

	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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions regarding the foregoing, please do
not hesitate to call Andrew Schoeffler, Staff Attorney, at (202)
824-
5612 or, in his absence, Chris Edwards, Senior Staff Attorney, at
(202) 942-2842, or the undersigned at (202) 942-1950.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Kelly B. Rose, Esq.
Baker Botts L.L.P.
910 Louisiana
One Shell Plaza
Houston, TX 77002
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Mr. Todd R. Moore
March 8, 2005
Page 1 of 4





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE