March 9, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. James T. Tuttle
Vice President Finance
700 East Bonita Avenue
Pomona, California 91767

Re:	Keystone Automotive Industries, Inc.
	Form 10-K for the year ended April 1, 2005
	Forms 10-QSB for the periods ended July 1, 2005, September
30,
2005 and
      December 30, 2005
	Commission file #: 000-28568

Dear Mr. Tuttle:

We have reviewed your February 16, 2006 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.


* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended April 1, 2005

Financial Statements

Consolidated Statements of Income, page 24

1. We note from your response to our prior comment 5 that you have
included prompt pay discounts offered by certain vendors for
payment
on shipment in "other income."  Please explain to us the nature of
this discount and how you have accounted for the discount in
accordance with EITF 02-16 and EITF 03-10.  Also, please classify
the
gains and losses from sales of assets as operating income in
future
filings.  See paragraph 45 of SFAS No. 144.


Note 1. Summary of Significant Accounting Policies

2. We note from your response to our prior comment 2 that you have
over 200 leases and no lease is material to the operations of the
Company.  However, we continue to believe that in future filings,
you
should include a disclosure in Note 1 to describe your current
accounting policies and procedures for accounting for leases and
leasehold improvements.  In this regard, please revise future
filings,
as appropriate.

Form 10-Q for the quarter ended December 30, 2005

Notes to the Financial Statements

3. We note that although you acquired Veng USA in October 2005 (as
disclosed in your Form 10-Q for the quarter ended September 30,
2005)
you did not include disclosures regarding the acquisition in the
notes
to the financial statements for the quarter ended December 30,
2005 as
required by paragraph 58 of SFAS No. 141.  In this regard, please
explain to us the primary reasons for the acquisition, including a
description of the factors that contributed to a purchase price
that
resulted in the recognition of goodwill.  Also, in future interim
periods in which a material acquisition occurs, please include the
disclosures outlined in paragraph 58 of SFAS No. 141.
Additionally,
please include the disclosures outlined in paragraphs 51 through
57 of
SFAS No. 141 in your Form 10-K for fiscal year 2006.


* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or Kathy Mathis at
202-551-3383 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. James T. Tuttle
Keystone Automotive Industries, Inc.
March 9, 2006
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