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<SEC-DOCUMENT>0000000000-07-004982.txt : 20070201
<SEC-HEADER>0000000000-07-004982.hdr.sgml : 20070201
<ACCEPTANCE-DATETIME>20070130161438
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-07-004982
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070130

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COAST DISTRIBUTION SYSTEM INC
		CENTRAL INDEX KEY:			0000728303
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013]
		IRS NUMBER:				942490990
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		1982 ZANKER RD
		CITY:			SAN JOSE
		STATE:			CA
		ZIP:			95112
		BUSINESS PHONE:		4084368611

	MAIL ADDRESS:	
		STREET 1:		1982 ZANKER RD
		CITY:			SAN JOSE
		STATE:			CA
		ZIP:			95112

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COAST RV INC
		DATE OF NAME CHANGE:	19880619
PUBLIC REFERENCE ACCESSION NUMBER:		0001193125-06-138160
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

 	July 7, 2006

Via U.S. Mail

Sandra A. Knell
Secretary
The Coast Distribution System, Inc.
350 Woodview Avenue
Morgan Hill, CA  95037

       Re:    The Coast Distribution System, Inc.
      PRE 14A
      Filed on June 28, 2006
      File No. 1-09511

Dear Ms. Knell:

	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
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.

Schedule 14A
Election of Directors, page 6
1. We note your indication that "the proxyholders will have the
discretion to cumulate the votes represented by the proxies they
hold
and to cast those votes, in such proportions as they deem
appropriate, for either or both of the nominees named above..."
In
the event this election becomes contested by Bell Industries,
please
be more specific in the discretion you will utilize to cumulate
and
prioritize votes.  For example, assuming shareholders will give
you a
proxy to vote for all of your nominees, specifically state how
those
votes will be prioritized and, if you intend to exclude certain
candidates over others in order to maximize the chance of
election,
specify which candidate(s) will be excluded.
Other Matters, page 26
2. Under "Possible Nomination of Board Candidates by Bell
Industries," you indicate that "Bell Industries issued a press
release in which it stated that it would `not hesitate to nominate
two directors for election to Class III of the Board of
Directors...`"  Please tell us supplementally whether you have
received timely notice of this or any other matter for
consideration
by shareholders under the company`s governing instruments or the
applicable state law.  Supplementally describe in detail any
contacts
or negotiations you are having or had with Bell Industries.
	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 supplemental 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 persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons 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 filing person acknowledging that:

* the filing person 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 filing person 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 me at (202) 551-3264 with any questions.  You
may also reach me via facsimile at (202) 772-9203.

								Sincerely,


								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (949) 823-5150:

Ben A. Frydman, Esq.
Stradling Yocca Carlson & Rauth
The Coast Distribution System, Inc.
July 7, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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