February 7, 2005

By Facsimile and U.S. Mail

Lawson M. Vicario, Esq.
Wyche Burgess Freeman & Parham, PA
PO Box 728
Greenville, SC 29602-0728

	Re:	RSI Holdings, Inc.
      	Schedule 14D-9
      	Filed January 28, 2005

Dear Ms. Vicario,

	We have the following comments on the above-referenced
filing:

Schedule 14D-9

1. Revise to provide additional detail about the background of the
transaction.  In doing so, clarify the background of the
engagement of the financial advisor, including the special committee`s
engagement of the financial advisor with respect to the prior
proposed transaction.

2. Disclose the fee paid to the financial advisor by the company.
Quantify the portion of the fee, if any, which is contingent on
the success of the transaction.  Disclose whether the company has paid
the financial advisor any fees in the last two years.

Schedule B - Summary and Analysis of Economic Evaluations

3. Revise to clarify what weight the financial advisor gave to
each method of valuation discussed here.  Clarify the extent to which
the financial advisor used the comparable company information.

4. In the net operating loss analysis, clarify why, "[f]or
purposes of this Opinion, the Company is deemed to have a negative
shareholders equity and minimal prospects . . . ." (emphasis
added). Did the financial advisor draw this conclusion or was the
financial advisor told to make these assumptions by persons at the company?

5. Please disclose how the discount rates and multiples used in
these analyses were determined.  For example, in the discounted cash
flow model, the financial advisor assumed net cash flow would increase
at 3% per year.  The financial advisor also used a 25% discount rate
in this analysis.  Disclose how these rates were chosen.

6. In the discounted cash flow analysis, revise to explain the
"subjective data" and net loss carryforwards used and quantify the
assumption regarding the "significant reduction in operating
expenses."

7. In the stock transactions analysis, the financial advisor
indicates that the "offer price represents a 25% premium to the
typical public price."  Clarify the use of the term typical.  Did
the financial advisor calculate an average or weighted average market
price?

8. The financial advisor indicates in the comparable companies
analysis that a search of similar businesses "provided a list of
companies with a wide range of values for performance ratios and
capital structure ratios" and that the financial advisor used
information on other companies found in the SEC filings of another
company, which is named in the document.  It is unclear why the
filings of the unrelated company were identified here or why the
financial advisor considered this filing a "source of useful
information."  Is the financial advisor attempting to rely on or
incorporate the analysis in that document?  If so, clarify for us
the basis upon which the financial advisor may do so.  In addition,
clarify whether the financial advisor identified any comparable
companies, and if so, what analysis was performed with respect to
those companies.  Identify the comparable companies.  If no
comparable companies were identified, revise to clarify this fact.
Finally, clarify how the comparable companies analysis supports
the financial advisor`s opinion.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
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.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information. If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 942-1881.  You may
also contact me by facsimile at (202) 942-9638.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions