May 31, 2005


Mail Stop 4561

Mr. Rick J. O`Brien
Chief Financial Officer
Home Solutions of America, Inc.
5565 Red Bird Center Drive, Suite 150
Dallas, TX 75237

Re:	Home Solutions of America, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Filed March 28, 2005
	File No. 1-31711

Dear Mr. O`Brien:

      We have reviewed your filing and have the following comment.
In our comment, we 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 comment 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-KSB for the year ended December 31, 2004

Consolidated Financial Statements

Note 2 - Acquisitions and Dispositions, page F-13

1. With respect to your SE and FSS acquisitions, we note that a
significant portion of the purchase price is allocated to
goodwill.
Please advise us of your consideration of paragraphs 39 and A14 of
SFAS 141 as it relates to the recognition of intangible assets
apart
from goodwill and advise us of any intangible assets included in
goodwill that do not meet the criteria for recognition apart from
goodwill.

*    *    *    *


      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comment
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your response to our comment.

	We urge all 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, 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 do not foreclose the Commission from taking any action
with
respect to the filings; 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.

      You may contact Rachel Zablow, Staff Accountant at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.



						Sincerely,



Steven Jacobs
Accounting Branch Chief
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Mr. Rick J. O'Brien
Home Solutions of America, Inc.
May 31, 2005
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