BlueLinx Holdings Inc.

Regulatory Filings • Oct 6, 2010

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Direct Number: (404) 581-8573
mlhanson@jonesday.com

October 6, 2010

VIA EDGAR

Peggy Kim, Esq. Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission Washington, D.C. 20549

Re:
Amendment No. 1 to Schedule 13E-3 filed October 4, 2010
Amendment No. 2 to Schedule 14D-9 filed October 4, 2010
File No. 005-80230

Dear Ms. Kim:

On behalf of BlueLinx Holdings Inc. (the “ Company ” or “ BlueLinx ”), please find below responses to the comments issued by the staff of the Office of Mergers & Acquisitions (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) contained in your letter dated October 5, 2010 (the “ Comment Letter ”) concerning the above-referenced Amendment No. 1 to Schedule 13E-3 and Amendment No. 2 to Schedule 14D-9. For your convenience, we have set out the text of the comments from the Comment Letter, followed in each case by the response.

Schedule 14D-9

Item 4. The Solicitation or Recommendation

1. We note your response to comment six in our letter dated September 28, 2010; however, we reissue our comment. Please revise to discuss the factors that the issuer considered in determining fairness. If the board relied upon the analyses of another person, such as the financial advisor or the special committee, the board must expressly adopt the conclusion and analyses of the other person.

RESPONSE :

In accordance with the Staff’s comment and our telephone discussion with you on October 5, 2010, we have revised “Item 4. The Solicitation or Recommendation—Reasons for the Special Committee’s Position” of the Schedule 14D-9 to delete the first paragraph of this

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Peggy Kim, Esq. October 6, 2010 Page 2

section and replace it with the following, “In reaching its recommendation that the Offer Price is fair, from a financial point of view, to the Company’s stockholders (other than CAI, Cerberus Capital, the Company’s directors and executive officers and other affiliates), the Special Committee and the Company, acting through the Special Committee, considered a number of factors, including the following:”

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The Company has instructed us to acknowledge, for and on behalf of the Company, 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 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. |

Please contact the undersigned at (404) 581-8573 in connection with any questions or comments relating to the filings by the Company. Thank you for your attention to this matter.

Very truly yours,
/s/ Mark L. Hanson
Mark L. Hanson

cc:
Sara E. Epstein, Esq.
Kevin Williams, Esq.

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