Thompson & Knight LLP
ATTORNEYS AND COUNSELORS
1700 PACIFIC AVENUE • SUITE 3300
DALLAS, TEXAS 75201-4693
(214) 969-1700
FAX (214) 969-1751
www.tklaw.com
1700 PACIFIC AVENUE • SUITE 3300
DALLAS, TEXAS 75201-4693
(214) 969-1700
FAX (214) 969-1751
www.tklaw.com
November 28, 2005
AUSTIN
DALLAS
FORT WORTH
HOUSTON
NEW YORK
—
ALGIERS
MACAÉ
MEXICO CITY
MONTERREY
PARIS
LONDON
RIO DE JANEIRO
VICTÓRIA
VIA EDGAR TRANSMISSION
AND FEDERAL EXPRESS
AND FEDERAL EXPRESS
Ms. Pamela A. Long
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Texas Industries, Inc. | |||
| Form S-4 filed September 30, 2005 | ||||
| File No. 333-128736 |
Dear Ms. Long:
On behalf of Texas Industries, Inc. (“TXI”), we enclose for filing under the Securities Act of 1933, as amended (the “Act”), and the applicable rules and regulations under the Act, Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”). In addition, we have the following response to the comment of the Staff of the Securities and Exchange Commission (the “Staff”) contained in your letter dated November 23, 2005 to Frederick G. Anderson. Our response is numbered to correspond to the number used to designate the Staff’s comment in your comment letter.
Pamela A. Long
Securities and Exchange Commission
November 28, 2005
Page 2
Securities and Exchange Commission
November 28, 2005
Page 2
Exhibit 5.1 — Thompson & Knight Legal Opinion
Comment No. 1:
We note your response to prior comment 2; however, we also noted that you added similar language in paragraph (b) on page 2. This language is not appropriate since you opine on the enforceability of the securities. Please delete.
Response:The opinion has been modified to make the requested deletion.
We are providing courtesy copies of this letter and Amendment No. 2 to Brigitte Lippman of the Staff.
Please direct any questions or additional comments regarding Amendment No. 2 and this letter to Joe Dannenmaier at (214) 969-1393 or the undersigned at (214) 969-1374.
Very truly yours,
/s/ S. Talmadge Singer II
Courtesy Copies To:
Brigitte Lippmann
Securities and Exchange Commission
Brigitte Lippmann
Securities and Exchange Commission
| cc: | Frederick G. Anderson | |||
| Texas Industries, Inc. | ||||
| Fred Miller | ||||
| Ernst & Young LLP | ||||
| Joe Dannenmaier | ||||
| Thompson & Knight L.L.P. |