Mail Stop 3720

March 31, 2006

I. Joseph Massoud
Chief Executive Officer
Compass Group Diversified Holdings LLC
Sixty One Wilton Road
Second Floor
Westport, CT 06880

Re: 	Compass Diversified Trust
Amendment No. 2 to Form S-1
Filed March 20, 2006
File No. 333-130326

Dear Mr. Massoud:

      We have reviewed your amended registration statement and
your
response letter filed March 20, 2006, and we have the following
comments.  Please amend the registration statement 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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.


Prospectus Summary, page 1

1. We note your response to prior comment 2, and we do not agree
with
your assertion in response to prior comment 24 that disclosing the
percentage of net income would confuse investors.  As you disclose
on
page 96, based on the $17.6 million pro forma net income you
disclose
on page 71, the management fee of $6.8 million would represent
28.3%
of net income before the fee.  Based on the $12.3 million pro
forma
net income after overhead that you discuss in response to prior
comment 2, the management fee would represent 35.6% of net income
before the fee.  These amounts are necessary to provide context
for
your disclosure, including at page 21 in the risk factors, that
the
amount of management fees may be significant with respect to your
net
income.  Therefore, please revise your summary disclosure to
highlight the percentage that your pro forma management fee
calculation represents of your net income.

2. Additionally, we note your response that inclusion of a pro
forma
calculation of the profit allocation would be misleading to
investors.  In lieu of providing this calculation, include
disclosure
in the summary highlighting the earliest a profit allocation could
be
payable to the manager (based upon the acquisition dates of the
company`s current businesses) and that the amount of the profit
allocation payable to the manager in the future could be
considerably
greater than the other fees paid to manager pursuant to the
management services agreement.

Risk Factors, page 14

3. We note your response to prior comment 4.  However, you have
not
included risk factor disclosure highlighting the board of
directors`
inability to control the level of compensation paid to the
company`s
CEO, Mr. Massoud.  Please revise the appropriate risk factor to
highlight.

Our Manager, page 60

Management Fee, page 60

4. Please revise to clarify whether or not the management fee will
include, in addition to the adjusted net assets calculation,
additional amounts to reimburse your manager for identification,
diligence and negotiation of acquisition targets.  Your disclosure
on
page 134 in the paragraph above Market Opportunity suggests that
it
will.

Pro Forma Condensed Combined Financial Statements, page 71

5. We note your response to comment 7.  Please address the
following
additional comments.

* Disclose the substance of your response concerning the
background
information behind the offering including the negotiations leading
to
the modified management buyout structure as shown on page 7. Also
disclose explanations why the purchases prices of the initial
businesses represent fair value given the fact that the
negotiations
are among related parties.

* Explain to us your basis in GAAP supporting your belief that
CGI`s
non-management interests in the Manager will not impact the
Company`s
purchase accounting for the transaction.

* Clearly indicate under "Relationship with Related Parties," on
page
190, that CGI did not pay any cash consideration for its non-
management member interests.


Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 91

Dividend and Distribution Policy, page 97

6. We note your revision in response to prior comment 12.  Please
revise further to clarify your reference to cash sweep obligations
in
everyday language.  Clarify what you mean by "the company is
expected
to sweep the cash flows."  Disclose more clearly to whom these
cash
flows will be paid, whether or not the company is obligated to
make
these payments and what amount you expect them to be.

7. We note your discussion of cash available for distribution or
distribution rate on a per share basis throughout the section.
Since
cash available for distribution is considered a liquidity measure,
we
object to your discussion or presentation of cash available for
distribution or similar measure on a per share basis.  As such,
please remove such presentation here and elsewhere, as applicable,
in
the filing, and limit your discussion and presentation to cash
available for distribution on a total basis. Refer to Question 11
of
the Frequent Asked Questions Regarding the Use of Non-GAAP
Financial
Measures.

8. Refer to the distribution table that reconciles pro forma net
income to estimated pro forma cash available for distribution on
page
46. Note that the most directly comparable financial measure to
cash
available for distribution is cash flow from operating activities.
While we do not object to your reconciliation that begins with pro
forma net income, you should reconcile pro forma net income to
cash
flow from operating activities first and then arrive at estimated
cash available for distribution in the distribution table.  Please
revise and advise us.

Management Services Agreement, page 183

Offsetting Management Services Agreements, page 183

9. We note your revisions in response to prior comment 25.
Further
revise to disclose, in a single location, the amounts payable
under
the offsetting management services agreements and the transaction
services agreements, which are currently at pages 184-185,
together
with your disclosure of amounts payable, or pro forma, beginning
at
page 60.

Contractual Arrangements with Related Parties, page 193

10. We note on page 193, in response to comment 8, you have
replaced
the reference to an independent valuation firm with a reference to
"an independent financial advisor."  We reiterate our request that
you provide a consent from the financial advisor.

Material U.S. Federal Income Tax Considerations, page 207

Tax Considerations for U.S. Holders, page 209

Allocation of Company Profits and Losses, page 210

11. We note your revision in response to prior comment 34.
Although
your response indicates that counsel is opining that allocations
under the LLC agreement should have substantial economic effect,
the
revised disclosure is not clear whether or not counsel is opining
on
this consequence.  Specifically, the disclosure in the paragraph
immediately preceding Tax Considerations for U.S. Holders, on page
209, indicates that counsel is only opining that the company will
be
classified as a partnership and that the following discussion of
tax
considerations is not the subject of counsel`s opinion.  Please
revise to clarify whether or not counsel is opining on these tax
consequences.

Management Fees and Other Expenses, page 212

12. Similarly, your response to prior comment 35 indicates that
counsel is opining on the tax consequences described in this
section.
However, the revised disclosure is unclear whether or not counsel
is
opining on this consequence.  Please revise to clarify.

Financial Statements, page F-1

General

13. We note your response to comment #37 however, we believe how
you
intend to account for the Supplemental Put Agreement and its
potential impact on your future results of operations and
financial
position is material information that should be clearly disclosed
in
your Form S-1.  With respect to your accounting for the
Supplemental
Put Agreement, it appears the put may be under the scope of SFAS
No.
133 or SFAS No. 150.  Please explain to us your full consideration
of
this literature and your specific basis in GAAP for your proposed
accounting for the Put.

14. Tell us how you determined that the allocation interest in the
Company does not represent a derivative as defined in paragraph 6
of
FAS 133.  Please address each of the criteria set forth in
paragraph
6 (a) - (c).  If you have relied upon a scope exception from FAS
133
in making your determination that the allocation interest
represents
equity and not a derivative, please specify which exception you
are
relying upon.

15. Notwithstanding our above comment on whether the allocation
interest is a derivative, you appear to have determined that the
allocation interest in the Company represents a form of equity.
Tell
us the consideration given to EITF Topic D-98 and FAS 150.

16. We note your response to prior comment 38.  While we
understand
that the profit allocation is based upon the occurrence of a
trigger
event, one of those events, the holding event, takes place based
upon
the passage of time.  It remains unclear to us why you believe it
appropriate to wait until such time as the event actually occurs
before any amount is accrued for the payment of the profit
allocation.  Please provide us with a detailed analysis of the
literature you are relying upon in reaching your conclusion.

17. We are considering your response to comment 39.  It appears
Compass Group Diversified Holdings LLC may be a variable interest
entity.  Please provide us your analysis of the Company under FIN
46R, addressing its structure and contractual arrangements both
prior
to the initial public offering and after the acquisition of the
initial businesses.

18. We note in the last paragraph of your response to comment 39
your
explanation of the functions of the Board of Directors.  In light
of
the inability of the board of directors to terminate the
management
services agreement except under the extraordinary circumstances,
as
disclosed on page 186, we are unclear how the board "effectively
controls" the Company.  Explain to us the substantive powers of
the
Board of Directors to make operating decisions of the Company
without
the influence of or requiring the participation of the manager.

19. We note in your response to comment 7 that certain members of
management will receive approximately $6.0 million, of which a
substantial portion represents profits payments.  Revise the
financial statements of the businesses to be acquired to reflect
an
accrual for this management compensation.  We view this
compensation
to be paid to the manager as a cost of doing business incurred by
CGI
on behalf of its subsidiaries.  Refer to the guidance in SAB Topic
1:B.1 and SAB Topic 5:T.

*   *   *   *   *

      Please amend your registration statement in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Andrew Mew, Staff Accountant, at (202) 551-
3377
or Robert S. Littlepage, Jr., Accounting Branch Chief, at (202)
551-
3361 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.


Sincerely,



Larry Spirgel
Assistant Director

I. Joseph Massoud, Chief Executive Officer
Compass Group Diversified Holdings LLC
March 31, 2006
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