SecProbe.io

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Mail Stop 3-8

											April 21,
2005

By Facsimile and U.S. Mail

Mr. David Freeman
President and Chief Executive Officer
Lydall, Inc.
One Colonial Road
Manchester, Connecticut 06040

		RE:	Lydall, Inc.
			Form 10-K for the fiscal year ended December 31,
2004
			Filed March 16, 2005
			File No. 1-07665

Dear Mr. Freeman:

		We have reviewed your filing and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and will make no further review
of
your documents.  Where indicated, we think you should revise your
disclosures in future filings 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
filings.
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.

	Form 10-K for the fiscal year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Consolidated Results of Operations

Restructuring Activities, page 10

1. Detailed discussions of restructuring charges are required in
MD&A.  MD&A currently describes certain aspects of your
restructuring
efforts; however, more detailed discussion should be provided in
future annual and interim filings.  Specifically, the expected
effects on future earnings and cash flows resulting from the
manufacturing consolidation plan should be quantified and
disclosed,
along with the initial period in which those effects are expected
to
be realized. This includes whether the cost savings are expected
to
be offset by anticipated increases in other expenses or reduced
revenues. This discussion should clearly identify the income
statement line items to be impacted.  In later periods if actual
savings anticipated by the consolidation plan are not achieved as
expected or are achieved in periods other than as expected, MD&A
should discuss that outcome, its reasons, and its likely effects
on
future operating results and liquidity.  Refer to the disclosure
guidance set forth in SAB Topic 5.P.4.  Please revise in future
filings.

Filtration/Separation, page 12

2. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
contributed
to the overall change in that line item, if practical.  For
example,
where you provide a list of the contributing and offsetting
factors
to your increase in Filtration/Separation Segment net sales in
fiscal
year 2004, quantification of individual impacts should be
provided.
See Item 303(A) of Regulation S-K and Financial Reporting
Codification 501.04.  Please revise in future filings.

Liquidity and Capital Resources

Contractual Obligations, page 15

3. Please revise your contractual obligations table in future
filings
to include estimated interest payments on your debt and planned
funding of pension and other postretirement benefit obligations.
Because the table is aimed at increasing transparency of cash
flow,
we believe interest payments should be included in the table.  If
you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded item and provide any additional
information that is material to an understanding of your cash
requirements.  See Section IV.A and footnote 46 to the
Commission`s
MD&A Guidance issued December 19, 2003 available at www.sec.gov.

Item 9A. Controls and Procedures, page 19

4. In future filings, please revise your disclosure regarding
changes
to internal controls over financial reporting to identify "any
changes," not just "significant" changes, which have materially
affected, or are reasonably likely to materially affect, your
internal controls over financial reporting.  See Item 308(c) of
Regulation S-K.  Also confirm to us supplementally that there were
no
changes in your internal controls over financial reporting during
the
fourth quarter that materially affected, or are reasonably likely
to
materially affect, your internal controls over financial
reporting.

Item 15. Exhibits, Financial Statement Schedules

Financial Statements

Consolidated Statements of Cash Flows, page F-5

5. In future filings, please remove the subtotal captioned "total
adjustments".  The only subtotal that should be included within
the
operating section of the statements of cash flows is the subtotal
for
net cash provided by or used in operating activities.

Consolidated Statements of Changes in Stockholders` Equity, page
F-6

6. In future filings please include a column that reconciles the
changes in the number of shares of common stock issued between
years.
See paragraph 10 of APB 12.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies

General

7. Pursuant to EITF 00-10, in future filings please disclose in
the
footnotes your policy for classifying shipping and handling costs
in
the statements of operations.  If shipping and handling costs are
not
classified in cost of sales, please disclose the amount of these
costs and the line item(s) that include them.

Pre-production design and development costs, page F-7

8. In future filings please revise your disclosure to clarify how
the
terms of your long-term supply arrangements support your
capitalization of pre-production design and development/tooling
costs
under EITF 99-5.  Please also disclose the aggregate amount of: 1)
assets recognized pursuant to agreements that provide for
contractual
reimbursement of pre-production design and development costs; 2)
assets recognized for molds, dies and other tools that you own;
and
3) assets recognized for molds, dies and other tools that you do
not
own.  Refer to paragraph 6 of EITF 99-5.  Show us supplementally
how
the revised disclosures will read.

Revenue Recognition, page F-8

9. In future filings please revise your disclosure to address the
terms of and your revenue recognition policy for reimbursable pre-
production design and development costs and the related long-term
supply arrangements.   Also, in view of your disclosure that sales
are generally recognized upon shipment, please supplementally tell
us
and disclose in future filings:
* Whether your stated shipping terms are FOB shipping point or FOB
destination pursuant to your sales agreements with customers;
* Your customers` rights of inspection, acceptance, and return;
and
* When title passes from you to your customer.
Unless obvious, please explain to us why sales recognition is
appropriate upon shipment, rather than upon delivery to and
acceptance by the customer.  Refer to SAB Topic 13:A.

10. In future filings please revise your disclosure to include
your
accounting for sales returns and allowances, or otherwise tell us
why
you believe such disclosure is inapplicable.  Also revise Schedule
II
to include your allowance for sales returns, if material.  Refer
to
Rules 5-04 and 12-09 of Regulation S-X.

Note 13. Segment Information, page F-19

11. In future filings, please revise your reconciliation from
total
segment operating income to consolidated operating income so that
all
significant reconciling items are separately identified and
described.  Your current reconciliation which shows one amount
captioned "reconciling items" is not sufficient in this regard.
Refer to paragraph 32 of SFAS 131.

12. Based on your Item 1 disclosures, we understand that you sell
several types of products and services.   In future filings please
provide revenue disclosures by product and service group as
required
by paragraph 37 of SFAS 131.  In particular, it appears that
revenue
disclosures for each period presented for the following products
and
services may be applicable:
o Automotive thermal and acoustical barriers
o Passive industrial thermal and insulating business products
o Active industrial thermal and insulating business products
o Air filtration products
o Liquid filtration products
o Vital fluids business products
o Transportation, distribution and warehousing services
o Assorted specialty products
If you believe that other product or service categories are more
appropriate, please advise.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
supplemental information.  Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.

	 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 company and its management 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 company acknowledging that:

* the company 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 company 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.

		If you have any questions regarding these comments,
please
direct them to Adam Phippen, Staff Accountant, at (202) 824-5549.
In
his absence, direct your questions to Robyn Manuel at (202) 942-
7786.
Any other questions may be directed to me at (202) 942-2905.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

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Mr. David Freeman
President and Chief Executive Officer
Lydall, Inc.
April 21, 2005
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