SecProbe.io

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           					      July 6, 2005

By U.S. mail and facsimile to (414) 327-0532

Thomas J. Price
Vice President - Chief Financial Officer and Secretary
The Oilgear Company
2300 South 51st Street
P.O.Box 343924
Milwaukee, WI 53234-3924

	RE:	The Oilgear Company
		Form 10-K for the fiscal year ended December 31, 2004
		Filed April 15, 2005

		Form 10-Q for the quarter ended March 31, 2005
		File No. 0-00822

Dear Mr. Price:

      We have reviewed your filings and have the following
comments.
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 filing.
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 year ended December 31, 2004

Business, page 1
1. We note that you apply the percentage-of-completion method to
your
construction contracts.  In future filings, please disclose the
nature
of your contracts that are subject to the percentage-of-completion
method, the basis for your application of the percentage-of-
completion
method, and a discussion of how these contracts differ from
products
where revenue is recognized upon shipment to customer.
2. We note that you changed the expected useful lives to calculate
depreciation on your fixed assets.  Please tell us, and, if
material,
please disclose in future filings, the year in which you changed
the
useful lives and the effect on your net earnings and earnings per
share.  See paragraph 33 of APB No. 20.

Management`s Discussion and Analysis, page 16

3.  We note that your cash flows provided by operating activities
continue to decrease, despite the increases in your net earnings,
primarily as a result of changes in your working capital.  In
future
filings, please provide greater insight into the reasons for the
changes in each period, the reasonably likely impact of the
changes on
future cash flows and cash management decisions, and any material
trends and uncertainties.  For example:
* We note that your accounts payable and accrued compensation
provided
$2.6 million of operating cash inflow in 2004.  However, your
disclosures did not include discussion of your plans to use the
new
credit facility to pay approximately $1.9 million to make accounts
payable and accrued compensation current in the first quarter of
2005.
In future filings, please disclose your expectations regarding
changes
in operating cash flows when known.
* We note that the amounts related to your percentage-of-
completion
contracts continue to increase.  To the extent known, please
clarify
when in 2005 and 2006 you expect to bill and receive payments on
your
large contracts.
4.	In future filings, please revise your table of contractual
obligations as follows:
* Include your interest commitments under your interest-bearing
debt
in this table, or provide textual discussion of this obligation
below
the table.  If you provide a textual discussion, the discussion
should
quantify the interest payments using the same time frames
stipulated
in the table.  Regardless of whether you decide to include
interest
payments in the table or in textual discussion below the table,
you
should provide appropriate disclosure with respect to your
assumptions
of your estimated variable rate interest payments.
* Present in this table funding contributions to your pension
plans
for at least the following year and, if known, for subsequent
years.
Include a footnote to the table that (1) discusses the basis for
inclusion or exclusion of these obligations and (2) explicitly
states
the periods for which no amounts have been included in the table.

Financial Statements

(1) Summary of Significant Accounting Policies, page 24

(A) Consolidation, page 24

5.   If material, please tell us why you consolidate your joint
venture in India, despite what appears to be a non-controlling
interest of 49%.  If this joint venture is immaterial to your
operations, please provide us with your quantitative and
qualitative
considerations of materiality with respect to this joint venture.

(8) Other Non-Operating Income, Net, page 36

6.  	Please tell us the nature and amounts of the items comprising
"miscellaneous, net" included within other non-operating income,
net
in your consolidated statement of operations.

(12) Commitments and Contingencies, page 46

7.   You state you are a defendant in several product liability
actions, for which you believe you are adequately covered by
insurance.  Please tell us, and disclose in future filings as
appropriate:
* the information required by paragraphs 9-10 of SFAS No. 5.
* the nature of any uncertainties related to the recovery of these
amounts from insurance.  To the extent you have recognized an
asset
related to amounts where recovery is not probable, please tell us
your
basis for doing so.
In addition, for any amounts accrued on your balance sheet, please
confirm to us that you have not offset the asset representing your
insurance recovery against your product liabilities.

Item 9A. Controls and Procedures, page 50

8.  We note your disclosure that your principal executive officer
and
principal financial officer concluded that the Company`s
disclosure
controls and procedures were not effective to ensure that
information
required to be disclosed by the Company in reports that it files
under
the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of
the SEC.  Revise your future filings to clarify, if true, that
your
officers concluded that your disclosure controls and procedures
are
also not effective to ensure that information required to be
disclosed
in the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.  See Exchange Act Rule
13a-
15(e).

Form 10-Q for the quarter ended March 31, 2005

Management`s Discussion and Analysis, page 12

9.   Please tell us how you accounted for your shares of insurance
policy disclosed on page 16.  In this regard, citing relevant
accounting literature, please tell us how you accounted for and
classified changes in the fair value of the shares.  Please also
tell
us your basis for classifying the gain on disposal in selling,
general, and administrative expense.  In addition, please explain
where you have reflected the sale of these shares in your
statement of
cash flows and your basis in GAAP for such classification.

Consolidated Statements of Cash Flows, page 5

10.	Please tell us the nature and amounts of the items comprising
"other, net" in your consolidated statement of operations for each
period presented in your Form 10-K and your Form 10-Q.

*    *    *    *

      Please respond to these comments by providing the
supplemental
information requested.  Please provide us with a supplemental
response
that addresses each of our comments.  Please file your
supplemental
response on EDGAR as a correspondence file.  We may raise
additional
comments after we review your responses.

      To expedite our review, you may wish to provide complete
packages to each of the persons names below.  Each package should
include a copy of your response letter and any supplemental
information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
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 their 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.

      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.

      You may contact Jenn Do, Staff Accountant, at (202) 551-3743
or
me at (202) 551-3255 if you have questions regarding comments on
the
financial statements and related matters.

								Sincerely,

								Nili Shah
								Branch Chief

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Mr. Thomas J. Price
The Oilgear Company
July 6, 2005
Page 5

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

         DIVISION OF
CORPORATION FINANCE

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