SecProbe.io

October 31, 2011
 Via E-mail

James S. Heiser  Vice President, General Counsel and Secretary
Ducommun Incorporated  23301 Wilmington Avenue  Carson, CA 90745-6209
Re: Ducommun Incorporated
  Registration Statement on Form S-4
Filed October 7, 2011
  File No. 333-177231       Form 10-K for the fiscal year ended December 31, 2010   Filed February 22, 2011   Form 10-Q for the quarter ended July 2, 2011   Filed August 9, 2011   File No. 001-08174

Dear Mr. Heiser:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

S-4

 Exhibit 5.2

1. Investors are entitled to rely on the legali ty opinion.  Please have counsel remove the
limitation on reliance in the last senten ce of the last paragraph on page 3.

 James S. Heiser
 Ducommun Incorporated   October 31, 2011   Page 2
 Exhibit 5.3

2. It is not appropriate to qualify the legality  opinion based on counsel’s knowledge.  Please
have counsel revise paragraphs 2.5 and 2.7 accordingly and remove paragraph 4.5.

3. Please have counsel remove pa ragraphs 3.5 and 3.8 or tell us  why these assumptions are
appropriate.

4. The qualification in paragra ph 4.3 is an inappropriate limitation on the scope of the
opinion and inconsistent with the first sentence in paragr aph 4.4.  Please have counsel
revise accordingly.
 Exhibit 5.4

5. Please have counsel revise assumption (e) to  limit the assumption to parties other than
Ducommun Subsidiaries.
 Form 10-Q for the Quarter Ended July 2, 2011

 Item 1A. Risk Factors, page 39

6. Refer to your discussion of the risks associated  with your concentrated  base of customers
on page 44.  We note that American Supe rconductor has filed restated financial
statements as a result of recent developments in their relationship with Sinovel.  Please
tell us whether and, if so, how you expect th ese developments to significantly impact
your financial position and/ or results of operations.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and


 James S. Heiser
 Ducommun Incorporated   October 31, 2011   Page 3
  the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Amy Geddes at (202) 551- 3304 or Margery Reich at (202) 551-3347 if
you have any questions on the financial statements  or related matters.  Please contact J. Nolan
McWilliams at (202) 551-3217 or me at (202) 551-3750 with any other questions.

Sincerely,
  /s/ Max A. Webb    Max A. Webb
Assistant Director
 cc: Dhiya El-Saden  Gibson, Dunn & Crutcher LLP