SecProbe.io

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                                                                 August 29, 2005

Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C.  20549

Attention:  Linda Cvrkel

               RE:      Metaldyne Corporation (the "Company")
                        Form 10-K for the fiscal year ended January 2, 2005
                        File No. 001-12068

Ladies and Gentlemen:

     In response to your letter to Metaldyne Corporation (the "Company") dated
July 28, 2005 relating to the above referenced filing the Company files this
letter via EDGAR. Five copies of this letter will be delivered by hand to Jean
Yu for the Staff's convenience. Set forth below are the Staff's comments
contained in your letter and immediately below each comment is the Company's
response with respect thereto. It is the Company's intention to make any
necessary changes in filings beginning with the 2005 10-K once the Staff
completes its review of our responses. Please note that we have incorporated
into our second quarter 10-Q additional discussion as indicated in our response
to the Staff's comment number 3 and 10.

Form 10-K for the fiscal year ended January 2, 2005

Item 2 - Properties, page 17

     1.   Reference is made to the second paragraph on page 18. We note you
          disclose that in connection with disposition of the Livonia Fittings
          business to TriMas, you are subleasing the Livonia, Michigan facility
          to TriMas and remain responsible for payments to the lessor. In this
          regard, tell us how you have considered FIN No. 45 as it appears that
          you remain secondarily liable for the lease payments. Please clarify
          for us and in your notes to the financial statements how your
          accounting treatment with respect to the sublease arrangement complies
          with the guidance as outlined in paragraph 9 of FIN No. 45. Tell us,
          if any, the amount representing the fair value of the liability that
          you recognized within your financial statements as a result of the
          obligation to stand ready to perform and how fair value was
          determined. Also, please revise your notes to the financial statements
          in future filings to include the disclosures as required by paragraph
          13 of the FIN No. 45. If you believe that your obligation under the
          sublease arrangement does not represent a guarantee which should be
          accounted for under FIN No. 45, please explain in detail the basis of
          this conclusion.

     Response: While the Company remains secondarily liable for this subleased
     property, this guarantee is deemed to meet the exception criteria for the
     initial recognition and initial measurement provisions as outlined in
     paragraph 7 of FIN 45. In addition, as the future payment of the lease
     obligation at the date of the sale of the facility to TriMas totaled
     approximately $1.1 million, the Company deemed any amount that would have
     been accrued

<PAGE>

     as a guarantee related to this lease obligation to be immaterial.
     Consistent with paragraph 13 of FIN No. 45, our Item 2 - Properties
     disclosure will be modified in our 2005 10-K to indicate that no liability
     has been recognized in the financial statements for this contractual
     obligation as currently identified in the second paragraph on page 18 of
     the Company's 10-K. In addition we will cross-reference this disclosure to
     an expanded disclosure in our lease Note identifying the contractual
     sublease obligations by period for this and any other subleases for which
     the Company is secondarily liable for any property or equipment originally
     leased by the Company and subsequently sublet to another party.

Item 7 - Management's Discussion and Analysis, page 22

   Contractual Cash Obligation, page 43

     2.   We note that your disclosure which indicates that you are contingently
          liable for future products warranty claims and that you provide
          extensive warranties to your customers; however, it does not appear
          that you have provided the disclosures as required by paragraph 14 of
          FIN No. 45. In this regard, please revise future filings to disclose
          your accounting policy and methodology used in determining your
          liability for product warranties and provide a reconciliation of the
          changes in your aggregate product warranty liability for the year.

     Response: Although we face large potential warranty claims to our customers
     for the products we manufacture, we have experienced no significant
     warranty claims in our past and thus have no noteworthy obligations to
     report in our contractual cash table. However, we do recognize that our
     product portfolio has become more complex and the market demands for
     warranty coverage have increased. We will continue to evaluate disclosures
     about our methodology and changes in our warranty obligations if these
     amounts become significant. In future filings beginning with the 2005 10-K,
     we will disclose our policy for accounting for warranties which is
     consistent with SFAS No. 5 as we record warranty liabilities that have
     become both reasonably probable and estimatable.

Quantitative and Qualitative Disclosures about Market Risk, page 48

     3.   Please revise your discussion regarding your exposure to interest rate
          risk and to include all of the disclosures require by Item 305(a) of
          Regulation S-K (e.g. sensitivity analysis).

     Response: The Company will incorporate into the "Liquidity and Capital
     Resources" portion of its Item 7. Management's Discussion and Analysis of
     Financial Condition and Results of Operations information pertaining to its
     exposure to interest rate risk beginning with the second quarter 2005 10-Q.
     Specifically we will include disclosure stating our risk and the objectives
     and strategies utilized to manage this risk. Disclosure will also include
     the weighted average borrowing for the period presented; relative mix of
     floating interest rate and fixed interest rate debt, and the weighted
     average effective interest rate on our respective debt instruments; the
     impact to our financial statements of a hypothetical 25bps adverse movement
     in interest rates.

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Consolidated Statements of Cash Flows, page 53

     4.   We note that you recognized a loss on fixed assets of approximately
          $15 million for the fiscal year ended December 28, 2003; however, it
          appears that little, if any, information regarding the loss on fixed
          assets has been provided in your notes or MD&A section of your
          document. In this regards, please tell us and revise the notes to your
          financial statements and MD&A in future filings, where appropriate, to
          discuss in greater detail the facts and circumstances surrounding the
          loss on fixed assets of $15 million and explain where the amount has
          been classified in the statements of operations. Also, if the loss
          recognized was not included as a component of operating profit, revise
          future filings to reflect such losses as a component of operating
          profit. Refer to the requirements of paragraphs 25 and 45 of SFAS No.
          144.

     Response: Responding first to the question as to whether these fixed asset
     losses were included as a component of operating profit. These losses were
     reflected as a component of operating profit as they were an element of the
     cost of goods sold as described in the MD&A discussion in our 2004 10-K
     (page 33 has a discussion of the $15 million loss in 2003 and page 27 has a
     reference to the $12 million decline in fixed asset losses in 2004 from the
     prior year). As such, we believe that the reader of the 2004 10-K has the
     information available within the MD&A discussion to appropriately identify
     where the amount has been classified in the statement of operations.
     Additional disclosure from our 2003 10-K of these fixed asset losses were
     made in our Item 7 MD&A discussion (page 26) and in Note 27 Interim and
     Other Supplemental Financial Data (Unaudited) (page 93).

     Regarding the circumstances that lead to our recognition of the $15 million
     fixed asset losses, we performed an analysis of all of our fixed assets to
     determine if any assets had become impaired or otherwise have become less
     valuable. This additional analysis resulted in the recognition of
     approximately $15 million of fixed assets losses in Q4 of 2003.

     The capital intensive processes of the Company are supported with
     approximately $700 million of net property and equipment at the end of
     fiscal year 2003. The loss of approximately $15 million is approximately 2%
     of the end of the year total net book value. Given the relative size of
     this loss, it was deemed that this did not warrant any discussion beyond
     the acknowledgement of its classification within the financial statements.
     Furthermore, these losses were not related to any single element of the
     business, but alternatively were experienced at various operations. As
     such, there was no additional discussion to provide within the footnotes
     that would be deemed meaningful to the readers of the financial statements
     in evaluating the financial performance or financial condition of the
     Company.

Note 6 - Equity Investments and Receivables in Affiliates, page 60

     5.   Reference is made to the third paragraph on page 61. We note that you
          disclose 924,000 shares of TriMas stock was sold to Masco Corporation
          for $23 per share in November 2004. Please tell us and revise future
          filings to disclose how the value of

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     the TriMas stock at $23 per share was determined and why you believe it
     appropriate. We may have further comment upon receipt of your response.

     Response: Because TriMas is not a publicly held corporation, no readily
     available stock price existed. Therefore, at the time of the sale of the
     TriMas stock, the Company's board of directors (including each
     disinterested director) utilized several materials to determine that it was
     receiving a fair price from Masco Corporation. These materials included
     discussions with TriMas operating personnel, review of and quarterly
     financial materials supplied by TriMas personnel, and a value range
     prepared by a third party financial advisor to TriMas, based upon
     comparable market values, that indicated a value range in the low to mid
     twenty dollar per share range. It should be noted that due to the Company's
     and Masco Corporation's pre-transaction significant ownership interest in
     TriMas, the Company and Masco Corporation are both entitled to significant
     confidential financial disclosure and access to TriMas' financial position,
     which includes access to monthly and quarterly financial statement detail.
     Based upon this financial information, the Company believes that the value
     of $23 per share is appropriate as the basis for the sale of the stock to
     Masco Corporation. The Company will incorporate a discussion of the basis
     for the stock price to be included in our 2005 10-K.

Note 6 - Equity Investments and Receivables in Affiliates, page 60

     6.   In future filings, please revise the notes to your financial
          statements to include all of the disclosures required by paragraph 20
          of APB 18 with respect to your various equity investments. These
          disclosures should include the name of each investee and the
          percentage interest held as of each balance sheet date presented.

     Response: The Company disclosed the name and the percentage interest held
     of each of its equity investees in the Liquidity and Capital Resources
     section of Item 7 of the MD&A discussion (page 39) and in Note 6 Equity
     Investments and Receivables in Affiliates (page 61) of the 2004 10-K.
     However, the Company acknowledges that its ownership percentage held by
     investment was not disclosed as of each of the balance sheet dates
     presented. Beginning with the 2005 10-K, the Company will revise its
     disclosures to incorporate the percentage interest held as of each balance
     sheet date.

Note 11 - Long-term Debt, page 65

     7.   We note the disclosure in Note 11 indicating that as a result of the
          2004 credit facility amendment, $1.2 million of the unamortized
          balance related to the 2003 credit facility amendment was expensed in
          2004. Please tell us and clarify in Note 11 why $1.2 million of the
          unamortized debt issuance costs associated with the 2003 amendment
          were expensed in 2004 and explain how you calculated or determined the
          amount that was expensed as a result of the 2004 amendment.

     Response: In 2003 we amended our credit facility and as a result received
     three core benefits which were less restrictive financial covenants, a
     modification in our interest rate, and permission to make our acquisition
     of the New Castle operation. As these benefits were scheduled to last more
     than one year, we capitalized the fees associated with securing this
     amendment and planned to amortize the fees over the expected benefit
     period. However in

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     2004 we determined that we needed to amend the credit facility again. As
     this new amendment superseded two of the three core benefits described
     above, we determined that it was necessary to expense two thirds of the
     $1.8 million (or approximately $1.2 million) of the unamortized balance
     related to the 2003 credit facility amendment.

     The remaining one-third unamortized portion related to the 2003 credit
     facility amendment was approximately $0.6 million as of January 2, 2005 and
     will be amortized through December 2009 which represents the termination
     date of the credit agreement. The $1.4 million of expenses related to the
     2004 credit amendment were capitalized in 2004 and will also be amortized
     through December 2009.

     We will incorporate the additional disclosure of the methodology and
     rationale for expensing the 2003 credit amendment fees in fiscal 2004 with
     the 2005 10-K.

Note 14 - Derivative Financial Instruments, page 69

     8.   Reference is made to the last paragraph of your footnote. We note that
          your disclosure indicates that your interest rate protection
          arrangements matured in February 2004 and as a result, you recorded a
          cumulative pre-tax non-cash gain of $6.6 million in your statements of
          operations for the fiscal year ended January 2, 2005. However, we also
          note that prior to their maturity, $6.6 million, net of tax was
          included in accumulated other comprehensive income as shown on your
          statements of shareholders' equity. In this regard, it is unclear why
          the pre-tax and net of tax amounts relating to the interest rate
          protection arrangements are the same. Please clarify and reconcile the
          amounts for us.

     Response: As reported in our 2002 Form 10-K, we incurred a $7.5 million
     pretax non cash loss on certain interest rate arrangements upon early
     retirement of term loans in June 2002. Two interest rate collars and two
     interest rate caps, which contributed $6.6 million of this loss, were
     immediately redesignated to hedge the new term loan entered into in June
     2002. When designated at a hedge, these instrument