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Letter to the S.E.C.

NASHUA CORPORATION

11 Trafalgar Square, Suite 201

Nashua, New Hampshire 03063

FOIA Confidential Treatment Request

The entity requesting confidential treatment is

Nashua Corporation

11 Trafalgar Square, Suite 201

Nashua, New Hampshire 03063

Attn: Chief Financial Officer

     Tel. No.: (603) 880-2323

April 29, 2005

Via Electronic Submission

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W., Stop 4-5

Washington, DC 20549-0405

    Attention:

    H. Roger Schwall

    Assistant Director

    Re:

    Nashua Corporation

    File No. 1-05492

    Form 10-K for the Fiscal Year Ended December 31, 2004

Ladies and Gentlemen:

On behalf of Nashua Corporation (“Nashua” or the “Company”), this letter is submitted in response
to comments contained in a letter dated April 18, 2005 (the “Letter”) from H. Roger Schwall of the
Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), to John L.
Patenaude, Chief Financial Officer of Nashua. The comments and the responses are set forth below
and are keyed to the sequential numbering of the comments used in the Letter.

H. Roger Schwall

April 29, 2005

Page 2

Financial Statements

Consolidated Statements of Operations, page 36

    1.
    Tell us the amount of depreciation and amortization you have reflected in your measures of
cost of sales and gross margin for each year presented.

As requested, set forth below is the amount of depreciation and amortization that Nashua has
reflected in its measures of cost of sales and gross margin for each of fiscal years 2004, 2003 and
2002.

    For the Fiscal Year Ended December 31,

    2004

    2003

    2002

    (in thousands)

    Included in Cost of Sales:

    Depreciation expense

    $
    6,655

    $
    6,631

    $
    6,241

    Amortization expense

    —

    —

    —

    Total Depreciation and Amortization

    $
    6,655

    $
    6,631

    $
    6,241

Note 2 — Business Changes, page 44

Business Acquisitions

    2.
    We note that you have characterized several transactions under this heading as asset
purchases, and that you have not provided the disclosures ordinarily required for business
acquisitions, pursuant to the guidance in SFAS 141. Please expand your disclosure to describe
the purchase consideration and any other information necessary to understand the utility of
the assets or operations acquired and the overall significance of the acquisitions identified.
Please also submit the analysis that you performed under EITF 98-3, as referenced in footnote
4 of SFAS 141, demonstrating that your transactions are indeed asset purchases, rather than
business acquisitions, if that is your view.

Nashua is submitting supplementally on Exhibit A a summary of the analysis it performed
under EITF 98-3 relating to the transactions disclosed in Note 2. Based on the attached analysis,
it is Nashua’s view that the business changes disclosed in Note 2 were all asset purchases, rather
than business acquisitions. In order to clarify this disclosure in light of the Staff’s comment,
in future filings Nashua intends to change the heading “Business Acquisitions” to “Asset
Purchases.”

The material submitted supplementally in response to this comment are delivered to you
supplementally pursuant to 17 C.F.R. § 200.83 (“Rule 83”). Nashua respectfully requests that the
enclosed information be treated as confidential information and that the Commission provide timely
notice to Philip P. Rossetti, Esq., counsel to Nashua Corporation, Wilmer Cutler Pickering Hale and
Dorr LLP, 60 State Street, Boston, MA 02109 (telephone 617-526-6000), before it permits any
disclosure of the enclosed information. Pursuant to Rule 12b-4 of the Securities

H. Roger Schwall

April 29, 2005

Page 3

Exchange Act of 1934, as amended, Nashua also requests that you return the enclosed material to Mr.
Patenaude at the above address when you have completed your review.

Note 11 — Commitments and Contingencies, page 54

    3.
    We note your disclosures describing various uncertainties associated with your litigation
matters that may lead to material adverse effects on your business, including claims against
Cerion, elimination of postretirement health benefits, patent and trademark infringements, and
discrimination charges. However, we are unable to locate any disclosure of your estimates of
reasonably possible loss, ranges of reasonably possible loss, or the underlying assumptions.

    Please submit a roll-forward schedule of all loss contingencies. Include the amounts
accrued at each period end, and increases based on acquisitions, initial evaluations, and
re-evaluations, and decreases based on dispositions, payments and re-evaluations, all
separately and for each period. Also include your estimates of reasonably possible
additional loss for each item and the amounts of any damages claimed or estimated by third
parties.

    Describe those matters for which loss is reasonably possible but for which no accrual has
been established, and explain any significant changes that have impacted your financial
statements or the levels of exposure.

As requested, set forth below is a roll forward for fiscal year 2004 of potential loss
contingencies from Note 11 of Nashua’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 and included in Nashua’s Consolidated Balance Sheets.

    Reserve Balance

    Reserve Balance

2004
Activity:

    December 31, 2003

    Increase

    (Payment)

    December 31, 2004

    (in thousands)

    Postretirement Health
Benefits

    $
    1,599

    —

    —

    $
    1,599

    Environmental Reserve

    652

    —

    (267
    )

    385

    Total Contingency Reserves

    $
    2,251

    —

    $
    (267
    )

    $
    1,984

As indicated in the above table, there were no increases based on acquisitions, initial
evaluations or re-evaluations or decreases based on dispositions or re-evaluations to the loss
contingencies in fiscal year 2004. The only decreases to the loss contingencies in fiscal year
2004 were based on payments relating to the environmental reserve. In addition, as indicated in
the disclosure on page 56 of Nashua’s Annual Report on Form 10-K for the fiscal year ended December
31, 2004, the environmental loss contingency estimates could increase if other potentially
responsible parties or Nashua’s insurance carriers are unable or unwilling to bear their allocated
share and cannot be compelled to do so.

H. Roger Schwall

April 29, 2005

Page 4

Rule 83 Confidential Treatment Request by Nashua Corporation

Request #1

The following is supplemental information regarding litigation for which Nashua did not accrue loss
contingency amounts because Nashua had determined that a loss was either not probable or not
reasonably estimable. Additionally, Nashua does not expect any reasonably possible loss for each
of the matters[****************************************************************************************].

Cerion Technologies, Inc.

As indicated in the disclosure on page 55 of Nashua’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2004, Nashua’s balance sheet includes the $0.9 million investment in Cerion
Liquidating Trust. Nashua has no accrual for this contingency since the exposure is covered by
insurance. The possibility that the amount is not covered by insurance is remote given that the
past potential settlement discussions were for amounts below the insured value.

Rule 83 Confidential Treatment Request by Nashua Corporation

Request #2

Ricoh Company Ltd.

The amended suit filed by Ricoh in the U.S. District Court for the District of New Jersey involves
Nashua and two other co-defendants. [
**********************************************************************************************] Therefore, Nashua
has determined that the likelihood that it would incur a loss from an adverse judgment under this
lawsuit is remote. Nashua supplementally advises the Staff that on April 12, 2005, the U.S.
District Court for the District of New Jersey granted summary judgment motions against Ricoh and
its affiliates and dismissed counts relating to trademark infringement and unfair competition.

Sandra Hook

Nashua supplementally advises the Staff that prior to filing suit against Nashua in Chancery Court
for Jefferson County, Tennessee, Ms. Hook filed a complaint against Nashua on March 4, 2004 with
the Tennessee Human Rights Commission claiming discrimination in connection with the termination of
her employment with Nashua in November 2003. The Tennessee Human Rights Commission completed an
investigation and found no basis to continue with a claim

Nashua Corporation respectfully requests that the information contained in Response 3 be
treated as confidential information and that the Commission provide timely notice to Philip
P. Rossetti, Esq., counsel to Nashua Corporation, Wilmer Cutler Pickering Hale and Dorr LLP,
60 State Street, Boston, MA 02109 (telephone 617-526-6000), before it permits any disclosure
of the bracketed information contained in Requests 1 and 2 (Response 3).

H. Roger Schwall

April 29, 2005

Page 5
against Nashua. On November 12, 2004, Ms. Hook filed suit against Nashua, claiming damages in
excess of $1.2 million. Nashua supplementally advises the Staff that based on the findings of the
Tennessee Human Rights Commission and the advice of counsel, Nashua has determined that the
likelihood that it would incur a loss from an adverse judgment under the lawsuit is remote.
Therefore, Nashua has not established a loss contingency for this lawsuit.

Rule 83 Confidential Treatment Request by Nashua Corporation

Request #3

Océ North America and Océ Printing Systems GmbH

The complaint filed in the U.S. District Court for the Northern District of Illinois seeks
injunctions preventing Nashua from making, using, selling, offering for sale or importing toner
cartridges which infringe on the Océ patents. Océ is also requesting damages in an unstated amount
and attorneys’ fees. [****************************************************************************************
*******************************************] Accordingly, in
Nashua’s future filings, commencing with its Quarterly Report on Form 10-Q for the quarterly period
ended April 1, 2005, and until such time as the status of the matter has changed, Nashua will
include disclosure indicating that a loss in this matter is reasonably possible but the amount
cannot be reasonably estimated.

The following is supplemental information regarding a litigation matter for which Nashua has
recorded a loss contingency accrual.

Postretirement Health Benefits

The full amount of the contingency relating to the postretirement health benefits litigation, which
is $1.6 million as disclosed in Note 12 of Nashua’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, has been accrued since the event of loss at the level of the U.S. District
Court for New Hampshire was probable. Nashua supplementally advises the Staff that on March 14,
2005, the U.S. District Court for the District of New Hampshire ruled in favor of the unions in
connection with Nashua’s appeal of the arbitration decision, and that on April 11, 2005, Nashua
filed an appeal of the District Court’s decision with the Federal Court of Appeals in Boston,
Massachusetts.

* * *

Nashua Corporation respectfully requests that the information contained in Response 3 be
treated as confidential information and that the Commission provide timely notice to Philip
P. Rossetti, Esq., counsel to Nashua Corporation, Wilmer Cutler Pickering Hale and Dorr LLP,
60 State Street, Boston, MA 02109 (telephone 617-526-6000), before it permits any disclosure
of the bracketed information contained in Request 3 (Response 3).

H. Roger Schwall

April 29, 2005

Page 6

     In connection with this response, the Company hereby acknowledges 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 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.

If you require additional information, please telephone the undersigned at (603) 880-2323.

Very truly yours,

/s/ John L. Patenaude

John L. Patenaude

Vice President-Finance, Chief

Financial Officer and Treasurer

Enclosure

    cc:

    Mr. Andrew Albert

    Philip P. Rossetti, Esq.