SecProbe.io

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Mail Stop 7010

July 5, 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.
Preliminary Information Statement on Schedule 14C
Filed June 23, 2005
File No. 001-00448

Dear Mr. Scanlan:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

Preliminary Information Statement on Schedule 14C

Cover Page of Schedule 14C

1. We reviewed your response to comment 4 of our letter dated May
25,
2005.  It does not appear that you have revised your cover page to
reflect the information disclosed in your response.  Please revise
accordingly.

Summary

2. We note your response to prior comment 11.  Please revise your
disclosure to briefly specify the measure(s) upon which you base
your
statement that you are a leading manufacture of flexible metal
hose.
Unaudited Pro Forma Financial Statements

3. Please correct the following typographical errors:

* On page 36, please align the adjustment of $(1,732) to
intercompany
receivable from parent under the adjustment column, instead of the
historical column.

* On page 36, please change the reference to the adjustment of
$1,716
to paid in capital to (3), instead of (1).

* In the introductory paragraph on page 37, please revise your
disclosures to indicate that your pro forma balance sheet gives
effect to the spin-off as if it occurred on March 31, 2005.

4. We have reviewed your response to comment 28 of our letter
dated
May 25, 2005.  In the disclosures to income statement adjustment
(4),
please clarify the purpose of the pro forma adjustment of 1,110
shares to basic weighted average shares outstanding.  It appears
that
this adjustment reflects the assumption that the President and
Senior
Vice President exercised their options on January 1, 2004.

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

5. We reviewed your response to comments 34 and 36 of our letter
dated May 25, 2005.  It does not appear that your non-GAAP
financial
measure complies with the requirements of Item 10(e) of Regulation
S-
K, as you are excluding certain items that appear to be recurring.
Please revise accordingly.  In preparing your response, please see
Question 8 of the "Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures," which is available on our website at
www.sec.gov.

Our Management
Committees of the Board of Directors

6. Please identify the members of each committee of the board of
directors.

Report of Independent Registered Public Accounting Firm, page F-1

7. Please include a report from your auditors that:

* Excludes the preamble regarding the stock split, as it appears
that
you completed your stock split on June 23, 2005.
* Includes the dual-date for notes 1 and 14, given that the stock
split has now been completed.

* Includes, in the second paragraph, the statement "The Company is
not required to have, nor were we engaged to perform, an audit of
its
internal control over financial reporting."  See Center for Public
Company Audit Firms Alert #46, dated March 22, 2005.

Draft Tax Opinion

8. We note counsel`s opinion here and in the information statement
that neither Mestek nor its security holders should recognize any
gain or loss as a result of the spin-off.   Since counsel is
providing a "should" opinion instead of a "will" opinion, counsel
must (i) explain why it cannot give a will opinion, (ii) describe
the
degree of uncertainty in its opinion and (iii) provide risk factor
and other appropriate disclosure in the "U.S. Federal Income Tax
Consequences" section setting forth the risks to investors from
obtaining a "should" opinion.

9. We reference your statements in the last and next to last
paragraphs that you assume no obligation to update the opinion and
that the opinion is as of the date hereof.  Please note that
either
the opinion must be dated as of the date of effectiveness or you
must
delete these sentences.

10. Please delete the information set forth in the third clause of
the last paragraph since security holders must be entitled to rely
on
the opinion.

*	*	*	*

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
that is filed on EDGAR with your amendment that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment 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 its filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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.

      You may contact Nilima Shah, Accounting Branch Chief, at
(202)
551-3255 if you have questions regarding comments on the financial
statements and related matters.  Please contact Andrew Schoeffler,
Staff Attorney, at (202) 551-3748 or, in his absence, the
undersigned
at (202) 551-3767 with any other questions.

Sincerely,

Jennifer Hardy
Legal Branch Chief
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Mr. Timothy P. Scanlan
Mestek, Inc.
July 5, 2005
Page 1

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

         DIVISION OF
  CORPORATION FINANCE

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