Mail Stop 7010
								September 30, 2005

Alan C. Bergold
President
HIA, Inc.
1105 W. 122nd Avenue
Westminster, CO 80234

Re:	HIA, Inc.
      Schedule 14C
      File No. 0-09599
      Schedule 13E-3
      005-32535
      Filed August 30, 2005

Dear Mr. Bergold:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

SCHEDULE 13E-3

Signature Page
1. The title of each person signing this schedule must be typed or
printed beneath their signature.  Please revise.

Information Statement on Schedule 14C

General
2. Because a small number of unaffiliated shareholders will
continue
to own stock after the split, please disclose any current plans to
do
a squeeze-out merger after this transaction.
3. You disclose that HIA will "only have a handful of
shareholders"
following this transaction.  Please quantify.  Note that if, after
the transaction, there are unaffiliated security holders who will
remain shareholders of the company, you must revise the document
to
provide a separate fairness determination with respect to each
group
of unaffiliated security holders.  See Q&A No. 19 of Exchange Act
Release No. 17719 (April 13, 1981).

Summary Term Sheet

What if I hold shares of HIA stock in "street name" or in multiple
brokerage accounts?
4. You disclose that HIA intends to apply the split transaction to
security holders who hold their shares directly and those that
hold
their shares in "street name."  Tell us how you can ensure that
the
transaction is effected at the level of street name holders.
Revise
to discuss the actions that should be taken by your security
holders
to ensure that the split will have the desired effect.

5. You suggest that a security holder may want to combine their
shares into a single account or request a certificate for their
street name shares of the security holder holds more than 45,000
shares in different forms.  Please advise security holders who
they
should contact to accomplish this.

How did the board of directors determine the fairness of the
reverse
split?, page 9
6. Please disclose the number of directors and the fact that none
are
independent.

What are the interests of affiliates of the company in the reverse
stock split?
7. We note that you disclose that the directors and executive
officers have interests in this transaction that could conflict
with
unaffiliated shareholders, namely owning 97% of your stock after
the
transaction.  Please revise to briefly disclose all of the
specific
interests that your officers and directors have in this
transaction,
including the amount of shares and/or consideration to be received
by
each.  Another example, if applicable, would include increases in
the
compensation to be received by your officers and directors as a
result of this transaction and other material alterations to the
existing executive agreements that will be favorable to your
executive officers.


What percentage of shareholders must vote in favor of the reverse
split transaction for it to be approved..., page 11
8. In discussing the votes required to approve the proposal,
please
state the total voting power, in terms of shares expressed as a
number, as well as a percentage, represented by the officers and
directors who have expressed their intent to vote their shares in
favor of the transaction.

Will I have to pay brokerage commission when I receive cash for my
shares?
9. Please address the possibility that security holders will be
required to pay commissions or other transaction fees if they hold
their shares through a broker, or other intermediary.

Special Factors
Background of the Transaction, page 15
10. In an appropriate place in this discussion, expand the
discussion
of the background of the transaction to describe all meetings,
negotiations, contacts, etc. among board members, management
and/or
third parties.  In doing so, please identify the participants in
and
initiators of each meeting or contact and the date of each
meeting.
In particular, we note the following:

* Please identify the person or persons who first raised the issue
of
taking the company private and provide a more definite time frame
for
this action.  We note your statement that the board of directors
initiated the discussion and that Mr. Bergold made certain
observations at this meeting.
* Provide a materially complete summary of Mr. Bergold`s report to
management.
* Please disclose the details of the subsequent discussions held
by
the board to as to the price that would be fair to unaffiliated
shareholders since the initial January 26, 2005 meeting.  Please
disclose the dates, initiators, and conclusions of all such
meetings.
For instance, were there meetings between March and July and
between
July and August 29, 2005.
* Describe the participation of the other members of the board
other
than Mr. Bergold in the background of the transaction.  Address
why
the board first initiated discussions about going private in 2005
rather than some earlier date since the passage of the Sarbanes-
Oxley
Act.
* Clarify how the board chose the three investment banking firms
to
interview and why it settled on St. Charles Capital.  Disclose its
qualifications.  See Item 1015(b)(2) of Regulation M-A.  Were any
of
the firms engaged to provide financial consulting services to you
at
that time or had they had relationships with you in the past?
* Please discuss any other prices that were considered before
determining the final cash out price.  We note that prior to
engaging
St. Charles Capital, the board preliminarily determined that $0.60
per share was fair.  Elaborate on this deliberative process,
including how the board derived the per share price based on the
trading prices, book

value, results of operations and projected future results.  Also,
did
the board choose the price per share exclusive of St. Charles?
Please refer to Item 1015(b)(5) of Regulation M-A.

Alternatives Considered, page 17
11. We note your statement that each of the alternative going
private
transactions discussed would be more costly than the reverse
split.
If the board quantified the anticipated costs of each alternative
considered, please disclose this and compare to the costs of the
reverse split.
12. We note your statement that neither you nor your shareholders
have realized the benefits normally associated with being a public
company and the subsequent, separate discussion of liquidity for
public shareholders.  If there are other benefits that the board
considered, please elaborate upon them.  Explain why they have not
in
the past and are not now being realized and why you do not believe
that they will be realized in the future.
13. Please disclose why HIA did not consider any transactions with
unaffiliated third parties.

Purposes and Reasons for the Proposed Reverse Split, page 18
14. Please elaborate upon how you arrived at the $160,000 first
year
and $100,000 subsequent incremental costs of complying with
Section
404.  `

Potential Disadvantages of the Reverse Split, page 19
15. In addition to disclosing whether and how you intend to
communicate with your shareholders about your financial condition
and
operating results and the extent to which you will be required to
communicate with your shareholders after the transaction, please
include the lack of public disclosure as a potential disadvantage
of
the reverse split.  We note that you mention this briefly in the
Summary Term Sheet.
16. Revise to discuss that you will no longer be subject to the
provisions of the Sarbanes-Oxley Act or the liability provisions
of
the Exchange Act and that officers of the company will no longer
be
required to certify the accuracy of your financial statements.
Please refer to Instruction 2 to Item 1013 of Regulation M-A.

Fairness Determination of HIA`s Board of Directors, page 19
17. If a filing person relied on the analysis of another, it must
expressly adopt the conclusion and analyses of the party that
performed the Item 1014(b) analysis in order to fulfill its
disclosure obligation.  We note that in the section entitled
Liquidation Value, the board adopted this specific analysis of St.
Charles Capital.  It is unclear if the board has adopted the
remainder of St. Charles` opinion and analysis.  You should
clarify
that you are adopting all of St. Charles Capital`s analyses, as
opposed the liquidation or any other single analysis.

18. We note on page 16 that in preliminarily evaluating the $0.60
per
share price the board considered whether this constitutes fair
value
in relation to the results of operations in recent periods and
projected future results.  Please elaborate on how the board
considered the company`s historical and projected result of
operations in its evaluation of the proposed $0.60 per share
price. `

Procedural Fairness, page 21
19. Please expand on the basis for the favorable procedural
fairness
determination in the absence of the safeguards identified in Item
1014(c), (d) and (e) of Regulation M-A.  Your discussion of each
of
these items focuses on the impracticality of using these
safeguards
rather than why the transaction is procedurally fair to
unaffiliated
shareholders in their absence.  Regarding the approval of
unaffiliated shareholders, your discussion should also
specifically
refer to the fact that the vote is assured and that the
shareholders
are not entitled to appraisal rights.  Also, explain how St.
Charles`
determination that the cash to be paid to investors is fair
constitutes a procedural safeguard.  Please refer to Question and
Answer 21 in Exchange Act Release 17719 (April 13, 1981).
20. Revise to clarify whether the board made the determination
that
this transaction is procedurally fair with respect to each group
of
unaffiliated shareholders - those remaining security holders after
the reverse split and those being cashed out.  We note the
distinction made regarding the substantive fairness to each group.
Please also revise the language in the first paragraph under
"Fairness Determination of HIA`s Board of Directors" to clarify
whether the board considered whether the transaction is
procedurally
fair to HIA`s unaffiliated shareholders, including those who will
receive cash and those who will retain shares, as opposed to
whether
the transaction is procedurally fair to shareholders, including
those
who are unaffiliated.  The board and other filing persons must
discuss their procedural and substantive fairness conclusions as
to
all unaffiliated shareholders, apart from all shareholders as a
group.

Opinion of St. Charles Capital, page 23
21. Clarify whether St. Charles Capital opined as to the fairness
of
the price to be paid to the unaffiliated  shareholders.  Most of
the
references in this section refer to all shareholders who will
receive
cash as a group.  This presumably includes affiliated
shareholders,
who may be cashing out fractional shares and retaining whole
shares,
as well as unaffiliated shareholders.  If St. Charles Capital did
not
opine specifically as to the unaffiliated shareholders, but
instead
opined as to all shareholders, please make this clear and discuss,
under Fairness Determination of HIA`s Board, why the board
nevertheless relied upon and adopted the analyses conducted by St.
Charles Capital as a basis for its conclusion that the transaction
is
fair to unaffiliated shareholders.
22. Please confirm supplementally that St. Charles Capital has not
received any other compensation from or had any material
relationship
with you or your affiliates for two years.

   See Item 1015(b)(4) of Regulation M-A.

23. Although we understand that you filed the opinion and the
final
board book of St. Charles Capital as an exhibit to your Schedule
13E-
3, we remind you that that each and every report, opinion,
consultation, proposal, or presentation, whether written or oral,
preliminary or final, received by the company or any affiliates
from
any third party and materially related to this offer constitutes a
separate Item 1015 report that must be described in detail in the
document.  This requirement would therefore require a discussion
of
the preliminary analyses performed in connection with the May 2005
presentation and report, as well as the July 28, 2005 opinion,
presentation and report.  Please revise to include a discussion of
both the final and preliminary reports.
24. In connection with your discussion of the preliminary and
final
reports that St. Charles Capital prepared, please elaborate on the
reasons for and effect of the adjustments that HIA requested St.
Charles Capital to make.  In particular, we note your disclosure
that
the original valuation was revised to reduce the amount of the
"control premium adjustment" to characterize the 10% discount as a
"lack of liquidity" discount, however the impact of this change on
the analyses that were conducted is not clear.
25. Briefly describe the assumptions made and limitations on the
scope imposed on St. Charles Capital`s opinion.
26. We note that St. Charles Capital relied upon the accuracy and
completeness of the financial information and other pertinent
information provided by HIA to St. Charles for purposes of
rendering
its opinion.  Please disclose whether the board considered this
reliance on these materials to be reasonable.
27. You disclose that the summary is qualified in its entirety by
the
full text of the fairness opinion and the valuation report.
Because
you are responsible for the accuracy of the information in the
filing, this qualification is inappropriate.  Please remove this
qualification.

Comparable Company Analysis, page 25
28. Disclose how the selected companies compare to HIA in terms of
size.  We note your statement that because most of the comparable
public companies used in this valuation are significantly larger
than
HIA, St. Charles applied size discounts to the multiples on a
company
by company basis to more accurately reflect the valuation
associated
with a company of HIA`s size.  You should provide a similar
discussion for your comparable transaction analysis.
29. We note that when applying the size discounts to the multiples
on
a company by company basis, the discounts used ranged from zero to
26.2%. Please disclose how the specific

discount percentages were determined and provide the discount used
for each of the eight comparable companies.
30. We note that St. Charles applied a 10% illiquidity discount in
order to adjust for the fact that HIA`s stock is less liquid than
that of many of the comparable public companies.  Please disclose
what you applied the 10% illiquidity discount to and you
determined
that 10% was the correct amount.

Discounted Cash Flow Analysis, page 28
31. Please disclose the projections provided by management and the
basis for selecting the discounted rates.

Certain Effects of the Transaction - Directors and Officers, page
30
32. Please indicate the nature of management`s post-split
management
positions and compensation agreements, and discuss any other
positions they will hold with you or any of your affiliates
following
the split.

Federal Income Tax Consequences to Shareholders Who Own Fewer Than
45,000 Shares, page 31; Federal Income Tax Consequences to
Shareholders Who Own More Than 45,000 Shares., page 31
33. Revise your discussion to remove the word "generally" from
your
statements concerning the tax consequences of the transaction as
it
may suggest to shareholders that they should not rely on it.
34. You disclose that this summary does not discuss all of the
aspects of federal income taxation which may be important to
security
holders.  Although the discussion is a summary, it must discuss
all
material federal income tax consequences.  Please revise.
35. Please revise these discussions to discuss, on one hand, tax
consequences to affiliated shareholders and on the other, tax
consequences to unaffiliated shareholders.
36. Eliminate the disclaimer in the last sentences under "Federal
Income Tax Consequences to Shareholders Who Own More Than 45,000
Shares" and other similar disclosure within this section.  While
you
may recommend that investors consult their own tax advisors with
respect to their particular tax consequences that may vary on an
individual basis, you should not include language that suggests
that
they cannot rely on your disclosure.

Fees and Expenses; Financing the Reverse Split Transaction, page
32
37. Please briefly describe any plans or arrangements to finance
or
repay the loan used to fund

this transaction.  If you have none, please state.  Please refer
to
Item 1007(d)(2) of Regulation M-A.
38. Briefly disclose the financial ratios and other covenants that
must be complied with under HIA`s line of credit.  Also,
definitively
disclose whether HIA currently is in compliance with these ratios
and
covenants.  Further, disclose whether HIA has a contingency plans
if
it is unable to draw down on this line of credit to pay for the
securities in this transaction.

Interests of Officers and Directors in the Transaction, page 33
39. Disclose the effect of the transaction on each affiliate`s
interest in the net book value and net income of HIA, Inc. in both
dollar amounts and percentages.  See Instruction 3 to Item 1013 of
Regulation M-A.

Financial Information

Financial Projections

40. Please confirm that you have disclosed all projections and
underlying assumptions of the company that were supplied to St.
Charles Capital and used to formulate its opinion.  To the extent
that the projections that have been disclosed and will be
disclosed
have not been prepared in accordance with GAAP, advise us what
consideration you have given to whether they require additional
disclosure pursuant to Rule 100(a) of Regulation G.

Exchange of Certificates, page 42
41. We note that promptly after the transaction, HIA`s transfer
agent
will mail to each shareholder a letter of transmittal and
instructions to effect the surrender of the certificates in
exchange
for a cash payment and a certificate representing the
shareholder`s
post-split shares, if any, and that upon surrender of a
certificate
for cancellation, together with the letter of transmittal, the
holder
of such certificate will receive a cash payment and a certificate
representing his or her post-split shares and the surrendered
certificate will be canceled.  Please revise to disclose the
approximate length of time between the effective date of the
reverse
stock split and the date on which shareholders will receive their
cash payments for fractional shares.

Reservation of Rights, page 43
42. We note that you reserve the right to abandon the transaction
without further action by your shareholders at any time before the
filing of the certificate of amendment with the Secretary of State
of
New York and to delay the transaction if there is litigation
pending
regarding the transaction.  Please revise to elaborate on all of
the
conditions under which the board might consider not going through
with or delaying the reverse split.

Documents Incorporated by Reference, page 43

43. Please note that Schedule 13E-3 does not specifically permit
"forward incorporation" of any documents filed under Sections
13(a),
13(c), 14 or 15(d) of the Exchange Act.  Rather, if you make any
such
filings, you must amend the Schedule 13E-3 to specifically
incorporate them by reference.  Please revise.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested 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 filing persons who are responsible for the
accuracy
and adequacy of the disclosure in the filing to be certain that
the
filing includes all information required under the

Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed investment 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 filed on EDGAR, a statement from by each filing person
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 our review of your filing or in
response to our comments on your filing.

	Please contact Craig Slivka at (202) 551-3729 with any
questions.


							Sincerely,


	Pamela A. Long
      Assistant Director

CC:	Andrew L. Blair, Esq.
	(303)298-0940
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Mr. Alan C. Bergold
HIA, Inc.
Page 1 of 10


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE