SecProbe.io

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September 13, 2005

via 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

		Forms 10-Q for the quarters ended March 31, 2005 and
June
30, 2005
		File No. 0-00822

Dear Mr. Price:

      We have reviewed your response letter dated August 22, 2005
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
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.

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

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

1.	We have reviewed your response to prior comment 6 in our
letter
dated July 6, 2005.  We have the following comments:
* Please tell us your consideration of paragraph 45 of SFAS 144,
whereby gains and losses on the sale of assets are included in
operating income, not as a non-operating item.  Please also tell
us
the amount of these gains or losses for each period presented.
* We note on page 17 of your amended June 30, 2005 Form 10-Q that
cash discounts earned from vendors are also included in non-
operating
income.  Please tell us how you determine it is appropriate to
classify such discounts as non-operating income, instead of as a
reduction of cost of sales.  See EITF 02-16.  Please also tell us
the
amount of these discounts for each period presented.
* Alternatively, if material, please amend your December 31, 2004
Form 10-K and subsequent 2005 Forms 10-Q to correct these
classifications.  If immaterial, please provide us with your
quantitative and qualitative considerations of materiality
pursuant
to SAB 99.

(12) Commitments and Contingencies, page 46

2.	We have reviewed your response to prior comment 7 in our
letter
dated July 6, 2005.  Please be advised that loss contingencies
should
be evaluated independently from any potential claim for recovery
for
accounting and disclosure purposes.  See question 1 of SAB Topic
5-Y.
Accordingly:
* Please disclose the nature of each loss contingency, independent
of
your insurance recovery, where there is at least a reasonable
possibility that a loss may have been incurred.  Please also
disclose
an estimate of the possible loss or range of loss.  Refer to
paragraph 10 of SFAS No. 5.  Based on your response to prior
comment
7, it appears that, at a minimum, your product liability lawsuits
in
France and England require disclosure in accordance with SFAS No.
5.
* Please accrue for those loss contingencies that meet the
conditions
of paragraph 8 of SFAS No. 5, independent of your insurance
recoveries.  In other words, please present the gross liability
associated with your loss contingencies separately from the
related
claim for recovery.
* If material, please amend your December 31, 2004 Form 10-K and
subsequent 2005 Forms 10-Q to reflect these amounts.  If
immaterial,
please provide us with your quantitative and qualitative
considerations of materiality pursuant to SAB 99.

Item 9A. Controls and Procedures, page 50

3.	We have reviewed your proposed revisions in response to prior
comment 8 in our letter dated July 6, 2005, and the revised
disclosure provided on page 21 of the June 30, 2005 Form 10-Q.
Your
definition of disclosure controls and procedures does not conform
to
the definition in Exchange Act Rule 13a-15(e).  Therefore, in
future
filings, please revise your disclosure 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.

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

Consolidated Statements of Cash Flows, page 5

4.	We have reviewed your response to prior comment 10 in our
letter
dated July 6, 2005.  We have the following comments:
* In future filings, please disclose in further detail the
components
of "other, net" in your statement of cash flows.
* We note that you had classified $1,059,000 in financing fees as
an
operating activity for the quarter ended March 31, 2005, instead
of
as a financing activity.  We also note that you have classified
$520,000 in financing fees as an operating activity for the year
ended December 31, 2004, instead of as a financing activity.
Please
amend your December 31, 2004 Form 10-K and subsequent 2005 Forms
10-Q
to correct these classifications.  Alternatively, if you believe
these misclassifications are immaterial, please provide us with
your
quantitative and qualitative considerations of materiality
pursuant
to SAB 99.

Form 10-Q/A for the quarter ended June 30, 2005

Financial Statements

7. Gain on Investments, page 12

5.	We have reviewed your response to prior comment 9 in our
letter
dated July 6, 2005, and note your revised disclosure here and on
page
16.  Please explain in detail how you determined that the shares
of
the insurance company belonged to you, rather than the pension
plan,
given that the original membership interests appear to have been
held
by the pension plan.  Assuming the shares are owned by the plan
assets, please clarify why the gain recognized from the
demutualization of the insurance company would not be included in
the
unrecognized actuarial gains associated with your pension plan.
If,
on the other hand, these shares belong to you:
* Please clarify why you believe that the effect of the
recognition
of these shares is immaterial to your consolidated statement of
operations.  You state that approximately $188,000 of the gain
reported in the first quarter of 2004 should have been recorded in
the fourth quarter of 2001, and the remainder of the gain recorded
in
the first quarter of 2004 should have been recorded in the second
quarter of 2004.  Therefore, please provide to us your SAB 99
materiality assessment.  Alternatively, please amend your December
31, 2004 Form 10-K and subsequent 2005 Forms 10-Q to reflect the
demutualization in 2001 and the gain on the sale of the shares in
the
second quarter of 2004.  Regardless of whether you amend or
provide
your SAB 99 materiality assessment, please clarify whether you
account for these shares as trading or available for sale
securities
in accordance with SFAS No. 115 subsequent to 2001.
* Please tell us your basis in GAAP for recognizing the proceeds
from
the sale of the shares in operating activities, rather than
investing
activities, in your statement of cash flows.  See paragraph 16.b
of
SFAS No. 95.  Alternatively, if material, please amend your
December
31, 2004 Form 10-K and subsequent 2005 Forms 10-Q to correct these
classifications.  If immaterial, please provide us with your
quantitative and qualitative considerations of materiality
pursuant
to SAB 99.

In addition, please tell us and disclose in future filings the
reasons for the remaining change in your selling, general and
administrative expenses.  For example, these expenses increased by
$998,000 in the first quarter of 2005, as compared to the first
quarter of 2004.  You disclose that $180,000 of the change related
to
changes in foreign currency exchange rates, $160,000 of the change
related to additional legal and accounting fees, and a portion of
the
change related to increased healthcare, consulting and employee
incentive expenses.  These increases were offset by the
recognition
of approximately $300,000 of a gain related to the sale of the
shares.  Thus, please clarify the reasons for the remaining
$958,000
of the increase in selling, general and administrative expenses.

6.	Please be advised that if you conclude that your prior
filings
should not be relied upon due to an error, you are required to
disclose the information listed under Item 4.02(a) of Form 8-K
within
four days of your conclusion.

In addition, if you intend to amend your prior filings, please
tell
us when you will file your restated 2004 Form 10-K and 2005 Form
10-
Q`s.  We remind you that your restated Form 10-K should
appropriately
address the following:
* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A. disclosures should include the following:
o    a discussion of the restatement and the facts and
circumstances
surrounding it,
o    how the restatement impacted the CEO and CFO`s original
conclusions     regarding the effectiveness of their disclosure
controls and procedures,
o    changes to internal controls over financial reporting, and
	o    anticipated changes to disclosure controls and
procedures
and/or internal controls over financial reporting to prevent
future
misstatements of a similar nature.
	 Refer to Items 307 and 308(c) of Regulation S-K.
* updated certifications.

*    *    *    *

      As appropriate, 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.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your  responses to our comments.

      You may contact Jenn Do at (202) 551-3743, or me at (202)
551-
3255 if you have questions regarding these comments.

								Sincerely,

								Nili Shah
								Branch Chief

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Thomas J. Price
The Oilgear Company
September 13, 2005
Page 5

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

         DIVISION OF
CORPORATION FINANCE

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