SecProbe.io

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Mail Stop 0510

May 25, 2005

Via U.S. mail and facsimile

Mr. Timothy P. Scanlan
General Counsel
Mestek, Inc.
260 North Elm Street
Westfield, MA 01085

Re: 	Mestek, Inc.
Schedule 14C filed April 29, 2005
Form 10-K filed March 31, 2005
File No. 001-00448

Omega Flex, Inc.
Form 10 filed April 29, 2005
File No. 001-32849

Dear Mr. Scanlan:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to these comments.  If you disagree with a comment, 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.
SCHEDULE 14C FILED APRIL 29, 2005

General

1. Please update the capitalization table, the selected historical
financial and operating data, the unaudited pro forma financial
statements, the management`s discussion and analysis of financial
condition and results of operations, and the financial statements
for
financial information as of and for the three months ended March
31,
2005.  In addition, please update all other disclosures as of the
most
recent practicable date, including, for example and without
limitation, the security ownership table.

2. Please disclose the information required by Item 3 of Schedule
14C.

3. It appears that Mestek appointed a special committee of
directors
to review the spin-off of Omega Flex, which was first proposed by
Mr.
John E. Reed.  Please expand the disclosure in the filing to
discuss
the selection of this committee and its findings.  In this regard,
we
note that the current disclosure in the filing only discusses the
findings of the full board.

Cover Page of Schedule 14C

4. Please disclose the amount on which the filing fee was
calculated
and the method by which the transaction value was calculated.

Cover Page of Information Statement

5. We note the disclosure in the second sentence of the third
paragraph.  Please revise this disclosure to provide it in the
form
required by Item 2 of Schedule 14C.

6. We note the disclosure here and in the two letters to security
holders that Omega Flex`s common stock has been authorized to be
listed on the Nasdaq National Market.  We also note the disclosure
contained elsewhere in the filing that Omega Flex has merely
applied
to have its common stock listed on the Nasdaq National Market.
See,
for example and without limitation, the sections entitled "Summary
of
the Distribution - Stock Exchange Listing" and "Description of
Capital
Stock - Nasdaq National Market Listing."  Please revise
accordingly.

7. Please disclose up front that 14% of the company will be owned
by
executive officers.

8. Please briefly explain "when issued" trading and "regular-way"
trading.
Table of Contents

9. Please revise to include a listing of all agreements and other
exhibits that will be delivered to security holders with the
information statement.

Questions and Answers About the Distribution
Summary of the Distribution

10. Please revise to eliminate information that is repeated in the
Q&A
section and the summary section.  For purposes of eliminating
redundancies and grouping like information together, please view
the
Q&A and summary as one section.  In addition, when revising this
disclosure, we strongly suggest that the procedural questions be
discussed with short, clear answers in the Q&A and that the
material,
substantive disclosure be placed in the summary.

11. Please tell us supplementally of the basis for your statement
that
you are a "leading" manufacturer of flexible metal hose.

Settlement of Intercompany Receivable and Payment of Dividends to
Mestek

12. Please clarify here and, as appropriate, elsewhere in the
filing
that the dividend will be paid to Mestek and the management
security
holders.  In addition, it appears that Omega Flex will finance
this
dividend by incurring indebtedness.  Please disclose here and, as
appropriate, elsewhere in the filing the terms of this
indebtedness.
In this regard, we note the disclosure in the section entitled
"Relationships Between Our Company and Mestek, Inc. - Mestek
Dividend."

13. Please describe in greater detail here and, as appropriate,
elsewhere in the filing the terms of the intercompany receivable
that
Mestek owes Omega Flex and how this receivable will be repaid upon
completion of the distribution.

Incurrence of Debt

14. Please disclose the aggregate amount that Omega Flex
anticipates
will be available under its credit facility.

Risk Factors

15. Many of the risk factors could apply to any issuer.  See, for
example and without limitation, risk factors three, thirteen,
fourteen, fifteen, seventeen, nineteen and twenty two.  Please
clearly
explain how they apply to Omega Flex.

We may substantially increase our debt in the future

16. Please disclose the amount of debt that Omega Flex will have
outstanding as of the completion of the distribution.

The agreements we are entering into with Mestek in connection with
the
distribution...

17. Please clarify that these agreements may be less favorable to
Omega Flex than either its previous agreements with Mestek or what
it
could have obtained in arm`s length negotiations with unaffiliated
third parties.

Our charter documents or agreements may delay or prevent a change
in
control

18. Please briefly discuss the provisions of Omega Flex`s charter
documents that may delay or prevent a change in control.  In this
regard, we note the disclosure in the section entitled
"Description of
Capital Stock - Anti-Takeover Provisions."  In addition, please
clearly state the risk, namely that these anti-takeover provisions
may
prevent or frustrate attempts to effect a transaction that is in
the
best interests of its security holders.

Cautionary Note Regarding Forward-Looking Statements

19. Please delete the reference to the Private Securities
Litigation
Reform Act.  The safe harbor does not apply to statements made by
a
registrant that is not subject to the reporting requirements of
Section 13(a) or 15(d) of Exchange Act.

Description of the Distribution

U.S. Federal Income Tax Consequences of Distribution

20. We note the disclosure in the first sentence of this section.
Please clarify that the disclosure in this section summarizes all
material federal income tax consequences of the distribution.

21. Please supplementally provide us with a copy of the tax
opinion.

22. We note your statement that "the legal opinion letter is to
the
effect that."  Please revise to state counsel`s opinion.

Capitalization

23. The capitalization table should not include cash and cash
equivalents, intercompany receivable, and note receivable from
Mestek.
Please revise the disclosures to remove these lines.
Unaudited Pro Forma Income Statement

24. Please remove the operating income before interest, taxes, and
stock based compensation subtotal.

Unaudited Pro Forma Balance Sheet

25. The unaudited pro forma balance sheet should include all major
captions identified in Rule 5-02 of Regulation S-X, to the extent
that
the individual captions exceed 10% of total assets.  See Rule 11-
02(b)(3) of Regulation S-X.  Accordingly, please:

* present, at a minimum, accounts receivable, inventories, and
intercompany receivable from parent company separately from
current
assets;

* present separately, at a minimum, other accrued liabilities from
current liabilities; and

* include lines for the remaining captions included in the
subtotal
current liabilities.  To the extent that these captions do not
exceed
10% of total assets, these captions may be combined.

Notes to Unaudited Pro Forma Financial Statements

26. Please explain to us how you calculated your pro forma income
statement adjustment (1) to decrease operating expenses by $330.
In
particular, please tell us how this adjustment is factually
supported,
as required by Rule 11-02(b)(6) of Regulation S-X, including
whether
there are executed contracts underlying the calculation of this
adjustment.  In the notes, please disclose the assumptions
involved in
calculating this adjustment.

27. You state that pro forma income statement adjustment (2) to
interest income would be immaterial.  Please tell us the amount of
this adjustment and why you believe it is immaterial.  In
addition, in
calculating this amount, we note that you reduce the outstanding
intercompany balance by a dividend of $2,861.  Please tell us why,
in
calculating this adjustment, you have not also reduced the
outstanding
intercompany balance by the $9,350 dividend paid in January 2005.
Based on your pro forma balance sheet adjustment (1), it appears
that
this dividend is also directly attributable to the transaction,
and
accordingly, would be considered in determining the pro forma
adjustment to interest income.

28. Given that you will be retroactively restating your historical
financial statements for the intended stock split, we do not
understand the purpose of pro forma income statement adjustment
(4).
Please advise.
29. Please include a note for the pro forma adjustment of $409 to
reflect the tax effect of the other pro forma adjustments.

30. We note that you only reflect $8,041 of the $9,350 dividend
disclosed in pro forma balance sheet adjustment (1) as a reduction
of
retained earnings.  Please advise or revise.  In addition, please
provide a statement that explains the $1,309 adjustment to common
stock subject to put obligation.

31. In pro forma balance sheet adjustment (4), you indicate that
cancellation of the put rights will increase paid in capital.
However, in the pro forma balance sheet, you reflect this
adjustment
in retained earnings.  Please revise.

32. Please tell us how you estimated the transaction costs to be
reimbursed by Mestek in pro forma balance sheet adjustment (5).
In
particular, please tell us how this adjustment is factually
supported,
as required by Rule 11-02(b)(6) of Regulation S-X, including
whether
there are executed contracts underlying the calculation of this
adjustment.  In your notes, please disclose the assumptions
involved
in calculating this adjustment.

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

33. We note that Mestek has identified several significant
deficiencies in its internal control over financial reporting.  In
this regard, we note the disclosure in Mestek`s annual report on
Form
10-K for the fiscal year ended December 31, 2004.  Please describe
these deficiencies and the steps that Omega Flex has taken to
remediate these deficiencies as they apply to its company.  In
addition, please consider whether risk factor disclosure regarding
this deficiency would be appropriate.

Non-GAAP Financial Measures

34. Please describe in greater detail the reasons why Omega Flex
believes the presentation of the non-GAAP financial measure
provides
useful information to investors regarding its financial condition
and
results of operations.

Results of Operations

35. Please quantify each factor that you disclose contributed to a
change in financial results.

Liquidity and Capital Resources

36. Please provide the information required by Item 10(e) of
Regulation S-K with respect to the use of the non-GAAP financial
measure "Adjusted EBITDA."
Description of Business

37. Please disclose the information required by Item 101(c)(xii)
of
Regulation S-K.

Raw Materials

38. Please clarify whether Omega Flex is dependent on any supplier
or
vendor or if these raw materials are readily available from other
sources.

Customers

39. Please describe in greater detail Omega Flex`s contracts
and/or
arrangements with its customers, particularly Ferguson
Enterprises.
In addition, please identify each customer on which its business
is
dependent.  In this regard, we note the disclosure that certain
"customers represent a material portion of [Omega Flex`s]
business."
See Item 101(c)(vii) of Regulation S-K.

Competition

40. Please explain the basis for the statement that Omega Flex
holds a
number one or number two share position in each of the two major
market categories in which it participates.

41. Please disclose the principal methods of competition in Omega
Flex`s industry.

42. Please balance the discussion in this section by disclosing
the
advantages that Omega Flex`s customers have over it and how these
advantages affect Omega Flex`s competitive position within its
industry.

Intellectual Property

43. Please disclose when Omega Flex`s material patents or other
intellectual property rights expire or terminate pursuant to Item
101(
c)(iv) of Regulation S-K.

44. We note the disclosure in the section entitled "Description of
Business - Legal Proceedings" regarding legal proceedings Omega
Flex
initiated to protect its intellectual property rights.  Please
expand
the disclosure in this section to describe in greater details
these
legal proceedings.

Research and Development

45. We note the disclosure regarding the aggregate amount Omega
Flex
spent on research and development during the past three years.
Please
explain how investors are to evaluate this disclosure and consider
whether disclosure is required in MD&A.

Our Management

Our Directors and Executive Officers

46. We note that Omega Flex has identified several individuals who
are
not currently directors but who may serve in that capacity upon
completion of the distribution.  Please file their written
consents to
be named as directors in the information statement.

47. Please identify Omega Flex`s independent directors.

48. The business experience summary of each director and executive
officer should include disclosure regarding positions held and
dates
employed during at least the past five years.  In many cases, the
employment dates are omitted, there are gaps in the summary or the
description does not adequately describe the responsibilities of
the
position.  Please revise accordingly.

49. We note the disclosure in the section entitled "Summary
Compensation Table" regarding Omega Flex`s executive officers.
Please
include Messrs. Treichel, Wilkinson and Quinlan in the table and
provide a summary of their business experience.  In addition,
please
include these executive officers in the table set forth in the
section
entitled "Security Ownership of Management."

50. Please confirm that no options were granted during your last
fiscal year.

Relationships Between Our Company and Mestek, Inc.

Agreements Between Us and Mestek

51. We note the statement in the second sentence of the first
paragraph of this section.  It does not appear that you are
eligible
to incorporate information by reference into the information
statement.  Please consider whether you may incorporate by
reference
and supplementally provide to us your analysis.  See Note D and
Item
14(e) of Schedule 14A.

Security Ownership of Management

52. We note the disclosure in footnotes (1) and (3).  It appears
that
the excluded shares should be included in the calculation of Mr.
Reed`s beneficial ownership.  Please revise accordingly.  See Rule
13d-3 under the Exchange Act.

53. It appears that the Reed family will own more than 50% of
Omega
Flex`s common stock following the completion of the distribution.
Please advise us as to whether Omega Flex will be a "controlled
company" under the rules of the N