Mail Stop 7010

September 27, 2005

Via U.S. mail and facsimile

John M. Piecuch, Chief Executive Officer
MMI Products, Inc.
400 N. Sam Houston Pkwy E., Suite 1200
Houston, TX  77060

	RE:	Form 10-K for the fiscal year ended January 1, 2005
		Form 10-Q for the fiscal quarter ended July 2, 2005
		Form 10-Q for the fiscal quarter ended April 2, 2005
			File No. 0-32843


Dear Mr. Piecuch:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so 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 filing.
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.






Form 10-K for the Fiscal Year Ended January 1, 2005

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
2. Please expand your disclosure for each business segment to
discuss
whether you enter into contracts with your customers.  If so,
please
describe the types of contracts you enter into and the general
terms
of these contracts.  Additionally, please describe whether you
have
the ability to pass on cost increases you incur to your customers,
or
if they are limited by the terms of your contracts.  Please
disclose
the types of costs you are able and unable to pass on to your
customers.  If the costs you are unable to pass along to your
customers are significant, please include a discussion regarding
them
in your MD&A and their related affects on your results of
operations.

Results of Operations for Fiscal 2004 Compared to 2003
3. You have disclosed various components, which have contributed
to
increases and decreases within your income statement line items,
including but not limited to, net sales, gross profit, and
selling,
general and administrative expense.  Some of the components you
have
cited include the following:
* higher prices,
* mix of products sold,
* new products sold,
* other cost savings,
* incentive and retirement plan compensation,
* allowance for uncollectible accounts, and
* costs of operating new distribution centers.
Please expand your disclosure to discuss the business reasons for
these changes as well as quantify the effects of each of these
components.  Please show us what your revised MD&A for fiscal 2004
compared to 2003 will look like.




4. Please expand your disclosures to provide additional details
regarding the following:
* the reasons for changes in product mix and/or volume, including
any
offsetting results these changes may have with one another,
excluding
new markets entered into,
* the status of new products, and
* the impact, if any, you anticipate the quality issue you
referred
to will have on gross profit for the Fence segment in future
periods.
Please show us what your revised MD&A for fiscal 2004 compared to
2003 will look like.

Contractual obligations
5. Please revise your table of contractual cash obligations to
include planned funding of pension obligations and post-retirement
benefits as well as estimated interest payments on all long-term
debt, including your revolving credit facility.  Because the table
is
aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.

Notes to financial statements

1. Description of Business and Significant Accounting Policies
6. Please expand your disclosure to discuss the terms and
conditions
of agreements, if any, you have with the manufacturers of the
products you distribute and your related accounting policies.
Please
also expand your disclosure to discuss the terms and conditions of
agreements, if any, you have with the distributors who distribute
your products and your related accounting policies.
7. You have disclosed that freight-out charges associated with
shipping and handling of products are included in cost of sales.
Please expand your disclosure to include the other types of
expenses
that you include in the cost of sales line item.  Please also
disclose whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of sales line item.  You disclosed under
"Reclassifications"
that certain distribution expenses are classified as selling,
general
and administrative expenses.  With the exception of warehousing
costs, for the costs you exclude from cost of sales, please
disclose:

* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others, like
you
exclude a portion of them from gross margin, including them
instead
in selling, general and administrative expenses.
8. In your Form 10-Q for the fiscal quarter ended July 2, 2005,
you
disclosed under your results of operations for concrete
construction
products that one of the primary factors contributing to the
increase
in your net sales during the quarter related to the exercise of
customer purchase options on certain leased equipment.  Please
expand
your disclosures to discuss your accounting policy regarding
equipment that you lease to your customers.  Please include in
your
disclosure information related to, but not limited to the
following:
* the types of lease agreements you enter into with your
customers,
* your revenue recognition policy relating to these leases, and
* the percentage of your sales that are derived from leases.

Reclassifications
9. Please provide us with additional information regarding each
reclassification made to prior year financial statements.
Specifically, address the following:
* For each reclassification, tell us how you determined your
initial
classification was appropriate in previous periods, the facts and
circumstances that led you to determine that it was appropriate to
reclassify these amounts, and when you initially reclassified
these
amounts.  Tell us the specific accounting literature that led you
to
determine your current classification of these amounts is
appropriate;
* For each reclassification, tell us the specific line items that
were impacted and the corresponding amounts of the
reclassifications;
and
* For the reclassification of freight-out expense, please tell us
what considerations were given to EITF 00-10, including the
effective
date of this EITF.








2. Acquisition
10. You disclosed that additional purchase consideration may be
required to be paid in fiscal years 2005 through 2010.  Please
disclose the terms of these contingent payments, including the
facts
and circumstances that would require you to pay the additional
consideration and the range of potential payments.  If material,
please include this discussion in your liquidity section as well.
Refer to paragraph 51(f) of SFAS 141.

9. Commitments and Contingencies
11. You disclosed at January 1, 2005 that you were unconditionally
obligated to purchase inventory amounting to $4.9 million.
However,
your contractual obligations table indicates your unconditional
purchase obligations are $82.7 million.  Please disclose the
nature
and terms of all unconditional purchase obligations.
12. Please provide the disclosures required by paragraphs 9 and 10
of
SFAS 5 for each contingent matter, including product performance
matters and claims related to the closings of your plants.
Please
disclose the nature of the claims related to the closings of your
plants.

10. Employee Benefit Plans
13. Please provide all of the disclosures required by paragraph 5
of
SFAS 132(R), including the reconciliation of beginning and ending
balances for the projected benefit obligation and the fair value
of
plan assets.

12. Segment Reporting
14. Please expand your disclosure to provide the geographical
information required by paragraph 38 of SFAS 131.











Item 9A. Disclosure Controls and Procedures
15. You disclosed that your disclosure controls and procedures
were
effective as of the end of the period covered by this report.  You
further disclosed that you identified a material weakness relating
to
your prior years` income tax provision.  Please disclose how you
were
able to conclude that your disclosure controls and procedures were
effective in light of the identified material weakness.  Please
also
provide us with additional information regarding this material
weakness, including when it was identified and when you
implemented
the improved review and detection procedures.


Form 10-Q for the Fiscal Quarter Ended July 2, 2005

General
16. Please address the comments above in your interim Forms 10-Q
as
well.


*    *    *    *


      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
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 their filings;
* 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 our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, Nudrat Salik, Accounting Reviewer, at (202)
551-
3692.


							Sincerely,


							Rufus Decker
							Accounting Branch Chief



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Mr. John M. Piecuch
MMI Products, Inc.
September 27, 2005
Page 1 of 7




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE