Mail Stop 7010

      January 25, 2006

Ms. Ana Menendez
Watsco, Inc.
2665 South Bayshore Drive, Suite 901
Coconut Grove, FL 33133

      Re:	Watsco, Inc.
		Form 10-K for the year ended December 31, 2004
      Filed March 16, 2005
      File No. 1-5581

Dear Ms. Menendez:

      We have reviewed your response letter dated January 12, 2006
and have the following additional 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
comments are 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.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Financial Statements for the Year Ended December 31, 2004

Consolidated Statements of Income

1. We read in your response to comment 1 from our letter dated
December 15, 2005, that "the calculation of EPS using the two-
class
method yields the same basic and diluted EPS for both Common and
Class B."  We have the following comments:

* It appears to us that the number of shares used to calculate
diluted EPS for your Common Stock would be significantly higher
than
that used to calculate diluted EPS for your Class B Common Stock.
In
this regard, we note that your Class B Common Stock converts into
your Common Stock, which we assume would result in a large number
of
dilutive securities when calculating diluted EPS for your Common
Stock.  However, based on the disclosures in your filing, there
appear to be very few dilutive securities that would be included
in
the calculation of diluted EPS for your Class B Common Stock.
Please
advise.

* If you continue to believe that the two-class method yields the
same diluted EPS for each class of your common stock, please
provide
us with supporting separate EPS calculations for each class of
common
stock for each period for which you present an income statement.

* If you believe that the two-class method yields different
diluted
EPS for each class of your common stock, please show us your EPS
calculations for each class of common stock for each period for
which
you present an income statement.  Also tell us how you determined
that it was appropriate to disclose the same diluted EPS number
for
both your Common Stock and your Class B Common Stock.

*	*	*

		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 response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to the undersigned at (202) 551-3768.


      Sincerely,




      John Cash
      Accounting Branch Chief

Ms. Ana Menendez
Watsco, Inc.
January 25, 2006
Page 1


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

         DIVISION OF
CORPORATION FINANCE