SecProbe.io

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      	November 7, 2005

Via facsimile to ((202) 318-6224) and U.S. Mail

Robert B. Murphy, Esq.
Pepper Hamilton LLP
600 Fourteenth Street, NW
Washington, DC  20005

Re:	Marlton Technologies, Inc.
      Revised Preliminary Schedule 14A
      Filed October 27, 2005
      File No. 000-16450

      Amended Schedule 13E-3
      Filed October 27, 2005
      File No. 005-59249

Dear Mr. Murphy:

      We have reviewed the above filings for compliance with Rule
13e-3 and have the following comments.  Where indicated, we think
you
should revise your documents 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
filings.
We look forward to working with you in these respects.  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.

Schedule 13E-3
Introduction
1. We reissue comments 1 and 2.  We note, in addition to our prior
comments, that  while the 2001 stockholders` agreement may not
direct
the vote of the parties with respect to the current transaction,
the
parties share beneficial ownership of the stock as a result of the
provisions of the agreement, as described in your proxy statement.
Further, it appears that the affiliates may be engaged in the
transaction through their commitment to provide alternate
financing.

Preliminary Schedule 14A

Summary term sheet, page 2
2. We reissue comment 7 in part.  Please quantify the interests of
affiliates in this transaction.

Special Factors

Alternatives to the reverse stock split, page 12
3. Disclose the substance of your response to comment 21 in an
appropriate location in your proxy statement.

Fairness of the reverse split, page 13
4. We note the revisions made in response to comment 23.  We
reissue
our comment in part.  Please include a discussion of how each
factor
relates to the determination that the transaction is fair to the
unaffiliated stockholders.
5. It appears that the revisions described in your response to
comment 24 were not made to the proxy statement.  Specifically, we
are unable to find any disclosure regarding the board of directors
undertaking an independent review of the various factors described
elsewhere.  Thus, we reissue our comment.
6. In light of previous comments 24 and 25 and your response to
comment 24, we reissue comment 25 with respect to the board`s
fairness determination.  If your board relied on the analysis of
MHH
or the special committee to reach the fairness determination,
revise
your disclosure to state that your board adopted the analysis of
the
special committee or MHH.  If the board has based its fairness
determination on the analysis of factors undertaken by others, the
board must expressly adopt this analysis and discussion as its own
in
order to satisfy the disclosure obligation.

Opinion of Mufson Howe Hunter & Partners, page 16
7. We reissue comment 29.  Please disclose the financial
projections
provided to MHH in the proxy statement to be delivered to security
holders.

Premiums paid analysis, page 18
8. We note that you have not listed all transactions underlying
this
analysis.  Please include a specific reference to a location in
the
documents delivered to security holders where security holders may
read the remaining information.
9. We reissue comment 32 in part.  Explain the relevance of MHH`s
use
of the first and third percentiles and of the range between the
first
and third percentile of the results obtained in this analysis to
reach its fairness opinion.  Why were those percentiles and the
range
selected?  Were there any other percentiles or another range that
was
considered by MHH?

Comparable mergers and acquisition analysis, page 20
10. We note your revision in response to comment 35.  It does not
appear, however, that you have explained why MHH found this
analysis`s results useful.
11. We note that you have not listed all transactions underlying
the
larger analysis within this section.  Explain the basis for your
selection of the sample presented and include a specific reference
to
a location in the documents delivered to security holders where
security holders may read the remaining information.

Discounted cash flow analysis, page 22
12. It appears that the second sentence of the second paragraph of
this section is missing a word.  Please revise as necessary.
13. Please show the data underlying this analysis and how MHH
arrived
at the range of implied equity values from that data.

Special interests of affiliated persons in the transaction, page
23
14. We reissue comment 38.

Costs of the transaction, page 24
15. We reissue comment 40.  The additional disclosure does not
address the requirements of Item 1007(d)(2) of Regulation M-A.

Background of the proposal, page 25
16. We note your response to comment 14.  Please tell us whether
the
Special Committee used the 2004 valuation of the company in any
way
in reaching its fairness determination.
17. We reissue comment 16.  It does not appear that your revisions
addressed our comment.

Security ownership of certain beneficial owners and management,
page
35
18. We reissue comment 42.  Please list all such shares in each
line
for each of the three individuals.  You may clarify the number of
shares held of record (as compared with shares held beneficially)
in
the footnotes.

Exhibit E
19. It appears that you have disclosed two sets of pro forma
financial information for the period ended and as of September 30,
2005.  With a view toward clarified disclosure, please tell us the
difference between the two presentations.

*       *       *       *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings and responses to our comments.
      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 have provided all material information to
investors.  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 (and any additional
filing
persons you add on the Schedule 13E-3 in response to our comments
above) acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the 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.

      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 filings or
in
response to our comments on your filings.
      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact us via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

					Sincerely,

					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions

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Robert B. Murphy, Esq.
Pepper Hamilton LLP
November 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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