February 22, 2005

Mail Stop 0510

Via Facsimile and U.S. Mail

David A. Kraemer
President and Chief Executive Officer
Bestway, Inc.
7800 Stemmons Freeway, Suite 320
Dallas, Texas 75247

Re:	Bestway, Inc.
Revised Schedule 14A filed February 4, 2005
File No. 0-08568

Revised Schedule 13E-3 filed February 4, 2005
File No. 5-19828

Annual Report on Form 10-K
For the year ended July 31, 2004

Dear Mr. Kraemer:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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
explanations.  In some of our comments, we may ask you to provide
us
with supplemental information so that 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
filings.
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.

Schedule 14A
Fairness of the Transaction, page ix

1. Please disclose whether the board of directors reasonable
believes
that the reverse stock split is substantively and procedurally
fair
to the unaffiliated cashed out and unaffiliated continuing
shareholders of the company and the basis for their conclusion.

Advantages of the Reverse/Forward Stock Split, page xii

2. Please refer to comment 10.  The revised disclosure does not
explain why liquidation value was not an appropriate basis for
analysis.  This explanation should be provided without respect to
values determined under other methods of valuation.  Rather, it
should address why liquidation value, standing alone, is not an
appropriate way to value this company.  Furthermore, it appears
from
the revised disclosure that the special committee and board were
aware of the liquidation value, and that the liquidation value
exceeds the offer price.  If so the special committee and/or the
board were aware of the liquidation value, revise the document to
disclose liquidation value.  In addition, please revise to explain
how the special committee and board found the offer price fair to
each group of unaffiliated security holders despite the fact that
liquidation value exceeds the consideration to be received in this
offer, if true.  Finally, to the extent that you retain the
disclosure that "The Special Committee reasonably believes that
the
liquidation value of the Company`s assets would not materially
differentiate from the carrying value on the balance sheet, net of
book value," please revise to clarify this statement.  It appears
that the carrying value on the balance sheet is the book value.

3. Please refer again to comment 10.  We note the revised
disclosure
in response to comment 10.  The second part of our comment sought
significant revision to the format of this document so that
disclosure regarding the fairness determinations is found in one
place.  Please revise the document to state in one section the
special committee`s conclusion regarding the substantive and
procedural fairness of the transaction to each group of
unaffiliated
security holders.  Provide another section with the board`s
determination, revised as requested above.  Revise the document so
that the section headings match the associated disclosure.  For
example, revise the section "Advantages of the Reverse/Forward
Split"
to address the advantages only.  Similarly revise the
disadvantages
section.

Security Ownership of Certain Beneficial Owners and Management,
page
22

4. As stated in prior comment 3, disclaimers of beneficial
ownership
do not affect the fact that all shares beneficially owned must be
disclosed in the table.  Revise the disclosure of Mr. Reed`s
beneficial ownership in the table and note 5 accordingly.

Closing comments

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments 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 the filings reviewed by the staff 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.

	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 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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Jenn Li at (202) 942-1956 or Al Pavot at
(202)
942-1764 if you have questions regarding the financial statements.
Please contact Chris Edwards at (202) 942-2842, or in his absence
Abby Adams at (202) 942-1881 with any other questions.

Sincerely,



Pamela Long
Assistant Director

Cc:	J. Kenneth Menges, Jr., Esq.
      Aaron A. Scow, Esq.
      Akin Gump Strauss Hauer & Feld LLP
      1700 Pacific Avenue, Suite 4100
      Dallas, Texas 75201-4675

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David A. Kraemer
Bestway, Inc.
Page 1



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

         DIVISION OF
CORPORATION FINANCE