SecProbe.io

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January 11, 2005

By facsimile to (312) 527-0484 and U.S. Mail

Mr. Gordon S. Donovan
Vice President and Chief Financial Officer
Viskase Companies, Inc.
625 Willowbrook Centre Parkway
Willowbrook, IL 60527

RE:	Viskase Companies, Inc.
	Pre-effective Amendment 1 to Registration Statement on Form
S-4
	Filed December 22, 2004
	File No. 333-120002

Dear Mr. Donovan:

	We reviewed the filing and have the comments below.  Unless
indicated otherwise, our page references below are to the filing`s
courtesy copy.

General

1. Explain the meaning of any abbreviation or acronym when
introduced
in the registration statement.  For example, refer to "GECC" in
footnote (3) on page 10.

2. Refer to prior comment 1.  As represented previously, include
the
representations from the Shearman & Sterling no action letter in
the
letter from Viskase.

Prospectus` Outside Front Cover Page

3. Refer to prior comment 4.  As requested previously, remove all
information not required to be on the cover page.  For example,
consider "The terms of the Exchange Offer and the Exchange Notes
are
summarized below," which is not only not required, but
nonsensical,
since those terms are not summarized below.

Table of Contents

4. Refer to prior comment 5.  As requested previously, move all
information except that required by Item 2 of Form S-4 after
"Table
of Contents" on page i so that it follows the summary and risk
factors sections.  See Item 502 and 503(c) of Regulation S-K.

Prospectus Summary, page 1

5. Refer to prior comment 8.  The information about Viskase`s
industry is repeated word for word on page 57.  As requested
previously, reduce the information in the summary so that it gives
a
brief and balanced overview of the key aspects of Viskase`s
business.
See Item 503(a) of Regulation S-K.

Summary Consolidated Historical and Pro Forma Financial Data, page
9

6. We note your response to prior comments 15 and 16.  We remind
you
that Rule 11-01(a)(8) of Regulation S-X requires that pro forma
financial information be provided when events occur for which
disclosure of pro forma financial information would be material to
investors.  It remains unclear to us how you determined that your
emergence from Chapter 11 bankruptcy in April 2003 would not be
considered to be such an event.  Rule 11-02(c)(2) of Regulation S-
X
would then require pro forma condensed statements of operations
for
the year ended December 31, 2003 and for the nine months ended
September 30, 2004.  Provide a pro forma condensed statement of
operations for the year ended December 31, 2003 which assumes that
you emerged from bankruptcy on January 1, 2003.  Also ensure that
this pro forma statement of operations and an interim one for the
period ended September 30, 2004 reflect the transactions that you
discuss in the third paragraph on page 9 and any other material
ones.
Ensure that you explain clearly each pro forma adjustment you are
giving effect to and show precisely how you computed it for each
period presented.

Risk Factors, page 11

7. Refer to prior comment 19.  Some risk factors` captions or
headings continue to state merely a fact or describe an event that
may occur in the future or are too vague to describe adequately
the
risk that follows.  For example, refer to the fourteenth,
sixteenth,
seventeenth, thirty-second, thirty-fourth, and thirty-sixth risk
factors.  State succinctly the risk that flows from the fact or
uncertainty.

8. Refer to prior comment 21.  The actual risks you are trying to
convey continue not to stand out from the extensive detail that
you
provide in some risk factors.  For example, refer to the tenth and
thirty-third risk factors.  Revise so that you are stating the
risk
in at least the second or third sentence.  Provide just enough
detail
to place the risk in context.

9. Refer to prior comment 23.  Some risk factors continue to
include
language like "we cannot assure" and "there is no guarantee."  For
example, refer to the second and thirty-fifth risk factors.  Since
the risk is the situation described and not Viskase`s inability to
assure or guarantee, revise.  Consider revising also the
disclosure
on page 63.

10. We note your response to prior comment 26.  Disclose the
significance level of Viskase Europe Limited as of each balance
sheet
date, including interim ones, after the notes` original issuance.

11. We note your response to prior comment 27.  Address these
items:

* Tell us the date of the computation that you provided us.

* Provide us this computation as of each balance sheet date,
including interim ones, after the notes` original issuance.

* Provide us the book value of Viskase Europe Limited as of each
balance sheet date, including interim ones, after the notes`
original
issuance.

* Tell us more about the assumptions used to arrive at the
estimated
fair value.  Tell us specifically how you determined that it was
appropriate to use an EBITDA multiple of 5.  Also tell us what
actual
EBITDA was for this entity during the year ended December 31, 2003
and for the nine months ended September 30, 2004.  If there is a
material difference between the annualized EBITDA amount based on
the
nine months ended September 30, 2004, and the 2004 projected
EBITDA
amount, provide us an explanation of the difference.

The Exchange Offer, page 26

12. Refer to prior comment 30.  As requested previously, revise
the
last sentence in the carryover paragraph on the top of page 29 to
clarify that any outstanding notes not accepted for exchange will
be
returned to the tendering holder "promptly" after the exchange
offer`s expiration or termination.  Revise similarly the fourth
paragraph on page 31 and the first paragraph under subsection 2 of
"Instructions" in exhibit 99.1.

13. Refer to prior comment 37 and the last sentence in the first
full
paragraph on page 32 that Viskase`s failure at any time to
exercise
any of the foregoing rights "will not be deemed a waiver of any
right."  As noted previously, Viskase may not waive implicitly an
offer condition by failing to assert it.  As revised disclosure in
the paragraph indicates, if Viskase decides to waive a condition,
Viskase must announce expressly the decision in a manner
reasonably
calculated to inform noteholders of the waiver.  Thus, delete the
paragraph`s last sentence.  Further, we assume that the phrase in
the
same paragraph "If the Company exercises the right to make any
condition" should read "If the Company exercises the right to
waive
any condition."  Revise or advise.

14. Refer to prior comment 56.  As requested previously, clarify
in
the fourth full paragraph on page 103 that this waiver does not
affect liabilities of any party under the United States federal
securities laws.

15. We considered the response to prior comment 57 and are unable
to
concur.  Thus, we reissue the comment to eliminate unnecessarily
defined terms.

Selected Consolidated Historical Financial Data, page 36

16. We note your response to prior comment 38.  You reported
interest
expense of $9.7 million for the nine months ended September 30,
2004.
In the pro forma data provided on page 10, you reported pro forma
interest expense for the nine months ended September 30, 2004 of
$13.5 million.  Since we would not expect fixed expenses aside
from
interest to be materially impacted by the pro forma adjustments
and
the significant increase from actual to pro forma interest expense
for the nine months ended September 30, 2004, it is unclear to us
how
the difference is only 2% between actual and pro forma ratio of
earnings and fixed charges.  Advise.  Also, we remind you that
Instruction 2(B) to Item 503(d) of Regulation S-K requires you to
provide the pro forma ratio for the most recent fiscal year also
if
certain criteria are met.  Given this, show us how you determined
that you are not required to present a pro forma ratio of earnings
to
fixed charges for the year ended December 31, 2003 or provide the
requested disclosures in accordance with Item 503(d) of Regulation
S-
K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

	Results of Operations, page 39

17. We reissue prior comment 39.  For the nine months ended
September
30, 2004 compared to the nine months ended September 30, 2003, you
state that net sales increased $7.9 million.  You state also that
sales benefited from strong volumes in the small diameter casings
market in the U.S. domestic and export markets.  Additionally,
sales
benefited from stronger volumes in the fibrous casings market in
the
U.S., which more than offset the pressure selling prices had on
your
U.S. sales.  We would expect for you to quantify for each of these
items the extent to which sales:

* Benefited from strong volumes in the small diameter casings
market
in the U.S. domestic and export markets.

* Benefited from stronger volumes in the fibrous casings market in
the U.S.

* Decreased as a result of the pressure selling prices had on your
U.S. sales.

Revise your MD&A.

18. We note your response to prior comment 40.  Paragraph 3(b) of
APB
26 defines the net carrying amount of debt as the amount due
adjusted
for unamortized premium, discount, and costs of issuance.  Since
paragraph 5 of FIN 26 states that the difference between the
purchase
price and the carrying amount of the lease obligation shall be
recorded as an adjustment of the carrying amount of the asset, it
remains unclear why you recorded a loss related to the early
termination instead of adjusting the asset amount.  Explain.

Comparison of Results of Operations for Fiscal Years Ended
December
31, 2001, 2002, and 2003

			2003 Versus 2002, page 44

19. We note your response to prior comments 41 and 42.  Your MD&A
does not discuss clearly the differences between periods in each
line
item that results from the bankruptcy to provide readers with a
better understanding of the fundamental differences in your cost
structure before and after your emergence from bankruptcy.  For
example, we would expect you to quantify the extent to which cost
of
sales for the year ended December 31, 2003 decreased due to lower
depreciation as a result of fresh-start accounting.  If you are
unable to provide a clear quantification of the differences that
result from the bankruptcy, disclose separately and discuss the
separate historical results of the predecessor and successor, and
present and discuss pro forma results for the year ended December
31,
2003.  You should quantify also the extent to which any other
business reasons further contributed to a change in each line item
between periods being discussed.  Revise similarly your 2002
versus
2001 discussions and your interim period discussions.

	Contractual Obligations Related to Debt, Leases and Related
Risk
Disclosure, page 53

20. We note your response to prior comment 47 and the tables
provided.  Provide also the tables based on historical contractual
obligation amounts at December 31, 2003 and September 30, 2004.
Also
clarify your disclosure to state what specific adjustments are
reflected in your pro forma tables.

Description of Certain Indebtedness, page 75

21. Refer to prior comment 53.  As requested previously, describe
the
financial covenants of the credit facility, including those that
apply when Viskase is above the 30% threshold.  You may describe
them
here or in MD&A with a cross reference.

Note 1.  Summary of Significant Accounting Policies

      Revenue Recognition, page F-10

22. We note your response to prior comment 66.  We remind you that
even if your shipping terms are FOB shipping point or FOB port,
revenue recognition may be inappropriate if your agreements have
customer acceptance provisions or you have a history of replacing
goods lost in transit.  Advise.  See the interpretive response to
question 3 of SAB Topic 13:A.3.b.  For those sales that you do not
record at the time of shipment, state when you record these sales.

Note 3.  Fresh-Start Reporting, page F-15

23. We note your response to prior comment 69.  Tell us where you
have disclosed the total post-petition liabilities, allowed
claims,
and reorganization value for which an example is provided in
paragraph B-1 of SOP 90-7.

Note 11.  Retirement Plans, page F-26

24. We note your response to prior comment 73.  Provide us copies
of
the benchmark data used to support your discount rate for each of
the
three years ended December 31, 2003.

25. We note your response to prior comment 74.  Tell us where you
have provided the disclosures required by paragraphs 5(d), 5(f),
and
9(a) of SFAS 132(R).

Note 15.  Contingencies, page F-36

26. We note your response to prior comment 75.  Tell us more about
how you determined that no liability needed to be recorded for the
sales taxes that you failed to collect and remit.  Address
specifically what your payment responsibilities are under state
law
if you fail to perform your duties as an agent in the collection
process.

Note 16.  Capital Stock and Paid-In Capital, page F-37

27. We note your response to prior comment 76.  Provide us the
calculation of fair value for the 330,070 shares of restricted
stock
granted in April 2003, which should include a discussion of the
significant assumptions used to arrive at the fair value amount.
Also disclose this information in the footnote.

Note 17.  Earnings Per Share, page F-38

28. We note your response to prior comment 78.  Given the vesting
provisions of the restricted stock discussed in Note 16, tell us
why
the restricted stock is included in the weighted average shares
outstanding for the determination of basic earnings per share.
Refer
to paragraph 20 of SFAS 128.

Exhibits 10.1 and 10.16

29. Refer to prior comment 85.  Since you did not refile the
exhibits
in their entirety, we assume that you intend to request an order
granting confidential treatment for the omitted portions.  Submit
the
application to the Commission`s Office of the Secretary, and
provide
us a courtesy copy of the application as soon as possible.  In
preparing the application, you may wish to refer to our February
28,
1997 staff legal bulletin that is available on the Commission`s
website at http://www.sec.gov.  We intend to process concurrently
the
application and the registration statement.  Before requesting
acceleration of the registration statement`s effectiveness, you
must
resolve any issue concerning the application and file publicly all
portions of the exhibits for which you are not granted
confidential
treatment.

Exhibit 99.1

30. We reissue comment 10 as you have not revised the fifth
paragraph
on the page beginning "Ladies and Gentlemen."

Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter.  We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Viskase and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Viskase requests acceleration of the registration
statement`s effectiveness, Viskase should furnish a letter at the
time of the request acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking a